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Agenda 10-12-21
d BEACK�,,,,,,CRA OWN= U N FTY REDEVELOPMENT E Community Redevelopment Agency Board Meeting Tuesday, October 12, 2021 -5:30 PM GoToWebinar Online Meeting 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. 2021 IEDC Award Announcement B. The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Project Update 9. Information Only A. Public Relations Articles Associated with the CRA 10. Public Comments 11. CRAAdvisory Board A. CRAAdvisory Board Meeting Minutes- September 2, 2021 B. Pending Assignments C. Reports on Pending Assignments 12. Consent Agenda A. Approval of CRA Board Special Meeting Minutes- September 8, 2021 B. Approval of CRA Board Meeting Minutes- September 14, 2021 C. CRA Financial Report Period Ending September 30, 2021 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. Rock the Plaza at Ocean Plaza Recap (TABLED 9/14/21) B. Marina Marketing and Social Media Update (TABLED 9/14/21) C. CRA Economic& Business Development Grant Program FY 2020-2021 (TABLED Year End Report 9/14/21) D. CRA Economic& Business Development Grant Program Update E. Social Media Outreach Program 4th Quarterly Report (July- September 2021) F. Palm Beach County Housing Authority Auction of the Cherry Hill Lots Results 15. Public Hearing 16. Old Business A. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC B. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue C. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for (TABLED the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard 9/14/21) 17. New Business A. Consideration of a Second Amendment to the Purchase and Development Agreement to delete the Flex Space for a New Neighborhood Officer Program Office and Community Space in the Ocean Breeze East Project B. Discussion and Consideration of the Purchase of 220-224 E. MLK Boulevard C. Discussion Regarding the 2021 Holiday Boat Parade D. Discussion and Consideration of a Tax Deed Sale for the Property Located at 137 NE 3rd Avenue 18. Future Agenda Items A. Review of Marina Parking Management- Rules and Regulations B. Discussion and Consideration of a Letter of Intent from the Barber Family (TABLED Companies LLC for CRA-Owned Property Located at 211 E. Ocean 9/14/21) Avenue C. Discussion and Consideration of Additional Letters of Intent Received for (TABLED 9/14/21) the CRA-Owned Property Located at 211 E. Ocean Avenue 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. a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 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 a letter from Ms. Miskel on October 7, 2021, indicating her client's offer to pay an in-lieu fee of $39,000 to be relieved of the obligation to construct a park on the subject site (see Attachment IX). This amount may be used for any other CRA or City open space plaza or park. Staff also received confirmation from City Planning and Development staff on October 7, 2021, that the building permit status has not changed since the date of the last correspondence in Attachment VI and the total cost of the permit valuation as determined by Mr. Camalier's contractor, Kilbourne and Sons is listed at $40,000. The Board may approve an amount it sees fit for the park improvements or direct staff to work with City staff to arrive at a comparable park cost. 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 - Park Permit Status and Cost Documentation D Attachment VII -September 7, 2021 Letter to B. M iskel from CRA Legal Counsel T. Duhy D Attachment VIII -September 7, 2021 B. M iskel Email Response for Permit Application Update D Attachment IX -October 6, 2021 B. M iskel Letter - Payment of In Lieu Fee for Park Construction PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACI I COMMUNITY REDEVELOPMENT AGENCY, as public agency created pursuant to Chapter 163,Part 111.ofthe Florida Statutes(hereinafter,-SELLER")and OCEAN ONE BOYNTON,LLC (hereinafter, "PURCHASE-11"), lticonsidei-atioiiofcite mutuaf covenants and agreements herein set forth,the Parfieshereto agree as follows: 1. PURCHASE AND SALUPROPERTY. SELLER agrees to sell and convey to PURCI-IASL.R, and PURCHASER agrees to purchase and acquire from SELLER. on the terms and conditions hereinafter set forth.the Property which consists of a parcel located in Palm Beach County, Florida as more particularly described as follows(hereinafter,tile -Property"): See Attached Exhibit "A." 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Ten Dollars($10.00),receipt of which is hereby acknowledged.The parties agree that SELLER is conveying tile Property to PURCHASER for the construction of mixed- use development as set forth in the Site Plan attached hereto as Exhibit "B." (tile "Development Project"). SELLER has complied with Section 163,380, Florida Statutes. in proceeding with tile sale of the Property to PURCI IASER. 3. QEPQSIT $).000-00.to be paid to Closing Agent as hereinafter defined within Five(5)days of the EMective Date,which shall be nonrcrundable unless otherwise provided herein, and shall be credited against Buyer's costs at closing. 4. E17FECTIVE DATE, The Effective Date of this Agreement shall be the date when the last one of the SELLER and PURCHASER has signed the Agreement. 5CLOSING. The purchase and sale transaction contemplated herein shall close within sixty (60) days from the Effective Date of this Agreement, unless extended by other provisions ofthis Agreement or by written agreement,signed by both parties.Notwithstanding the agreement, the Closing shall occur no later than one year from the Effective Data.. 6. TITLE TO BE CONVEYED. At Closing.SELLER shall convey to PURCHASER, by Special Warranty Deed in a form substantially in accordance Nvith Exhibit"C"attached hereto, and complying with the requirements of the`title Commitment (hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property, free and clear orally and all liens, encumbrances, conditions, easenwnts. assessments. restrictions and other conditions except only the Following (collectively, tile "Permitted Exceptions"): (a) general real estate taxes and special assessments For the year orClosing and subsequent years not yet due and payable: (b)covenants, conditions, casements, dedications, rights-of-way and matters of record included on the Title Commitment or shmkn on the Survey(hereinafter defined),to which PURCHASER foil$to object, PURCHASE AND Dr:;VEI,.OP,\,11-'.N'I'AGREtENI Page 2 of 77 or which PURCHASER agrees to accept. pursuant to Section 7.1 and Section 7.2 hereof. 7. INVESTIGATION,017 TFIE PROPER'ry, Within thirty(30)days of tile Effective Date (-Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively. "Agems"), shall have the right. at PURCHASER'S expense, to make inquiries oCand meet with members ol'Governmental Authorities regarding the Property and to enter upon the Property, w any time and From ti-ne to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations or the Property. including but not limited to Phase I and Phase 11 investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this contract, If PURCHASER elects to terminate this Agreement in accordance with this Section. PURCHASER shall: (i) leave the Property in substantially(lie condition existing on (lie Effective Date; (H) to the extent practicable,shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation. and(iii) release to SELLER(without representation or warranty),at no cost.all reports and other work generated as a result Of the PURCI,IASER-S testing and investigation (other Haan proprietary information prepared solely by Purchaser). PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims. losses,expenses,demands and liabilities, including, but not limited to,attorney's fees, for nonpayment for services, rendered to PURCHASER (including. without limitation, any construction liens resulting thercfrorn) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S. obligations under this Section shall survive the termination,expiration or Closing7-- of this Agreement. 7.1 Scllcr*s Documents. SELLER shall deliver to PURC14ASER the following documents and instruments within Five(5)days or tile Effective Date of this Agreement:copies of' any reports or studies (including, environmental, engineering. surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition orthe Property. if any. 7.2 Title Review, Within thirty (30) days of tile Effective Date ("Title Investigation Period"), PURCHASER shall obtain, at the PURCHASER'S expense. from a Title Company chosen by PURCHASER(hercinarter"Title Company"),a Title Commitment covering the Property and proposing to insure PURCHASER in an amount to be determined subject only to tile Permitted Exceptions. together with complete and legibic copies or all instruments identified as conditions or exceptions in Schedule B of tile Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to Sf-'-I,LFR no later thin tile end of the Title Investigation Period. notifying SELLER of any objections PURCHASER has to the condition of title (hereinarter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASEWS Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. IrPURCI IASER timely delivers tile PURCHASER'S Title Objections. SELLER shall have thirty (30) days to attempt to cure and remove the PURCHASER'S Title Objections(hereinafter"Cure Period"), It is understood by the parties that SELLER shall have no obligation to incur costs or initiate legal proceedings to address PURCHASEWS Title Ob cctions. In the event that SELLER is unable to j PURCI IASE AND DEVELOPi\lf,'NT,\CjRl-'[,-i,IEN-r Page 3 of 77 cure and remove,or cause to be cured and removed, the PURCI,IASER'S Title Objections within tile Cure Period to the satisfaction of'PURCIASER.then PURC HA SE R, in PU RCHASE R'S sole and absolute discretion,shall have the option or(i) cx(ending the Cure Period and the Closing for one additional thirty(30)day period-or(ii)accepting the Title to the Properly as or the time of Closing or(iii)canceling and terminating this Agreement, in which case,(lie Deposit, i r any, shall be returned to PURCHASER and the Pat-ties shall have no further obligations or liability hereunder,except fior those expressly provided herein to survive termination of'this Agreement. Prior to the Closing. PURCI IASER shall have(lie right to cause the Title Company to issue an updated Title Commitment("Title Update")covering(lie Property. lFany Title Update contains any conditions which did not appear in the Title Commitment,and such items render title unmarketable, PURCI IASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. T3 Survey Review. PURCHASER.at PURCHASEWS,expense, may obtain a current boundary survey(the"Survey'')ofthe Properly,indicating the number of acres comprising tile Property to the nearest 111 00th o,f an acre. I f the Survey discloses that there are encroachments on the Property or (lint improvements located on time Properly encroach on setback lines, casements, hands of'others or violate any restrictions,covenants of this Agreement. or applicable governmental regulations. [lie same shall constitute a title defect and shall be governed by tile provisions of Section 7.2 concerning title objections. 8< CONDITIONS TO CLOSING. PURCI JASER shall not be obligated to close oil the purchase of the Property unless each of the following conditions(collectively,the"Conditions to Closing*')are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as ol'Closing. 8.2 Condition of Property. The Property is being sold in as-is condition. 8.3 Pendigg Proceeding At Closing. there shall be no litigation or administrative agency or other governmental proceeding of'any kind whatsoever. pending or threatened, regarding the Properly.which has not been disclosed, prior to closing,and accepted by PURCHASER. 8.4 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal. state and local laws, ordinances. rules, regulations, codes, requirements. licenses, permits and authorizations as or the date of Closing, 9. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared. the Closing Documents set Cortin in this Section, except for documents prepared by the Title Company. At Closing. SELLER shall execute and deliver,or cause to be executed and delivered PUM IASL;AND ISE M-OPIVIENT AGRFEMENT Page V77 to FURCI IASER (ic following documents and instruments: 9.1 Deed, A Special Warrant),Deed (the-Deed")conveying to PURCHASER valid, good, marketable and insurable 1ec simple title to the Property firce and clear or all liens. encumbrances and other conditions or title other than [lie Permitted Exceptions. consistent with Section 6 orthis Agreement, 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien lalv;and that there are no parties in possession of the Property other than SELLER. SELLER shall also Jumish to PURCHASER as non-foreign affidavit with respect to tile Property. In the event SELLER is unable to deliver its affidavits referenced above or any other document reasonably required by the Title Company,the same shall be deemed an uncured Title Objection. 9.3 Closing Statement. A closing statement setting forth the Purchase Price,.all credits, adjustments and prorations between PURCHASER and SELLER. all costs and expenses to be paid at Closing,and the net proceeds due SELLER. 9.4 Corrective Documents. Documentation required to clear title to the Property of-all liens,encumbrances and exceptions, if any. other than Permitted Exceptions, 9.5 Additional Documents. Such other documents as PURCI IASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and crFectuate the terms of this Agreement. 10, PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1 11rorations. Taxes and assessments.if any. for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorat ions to be made through the day prior(o Closing. Taxes shall be prorated based upon tile current year's tax with due allowance made For Maximum allowable discount, If Closing occurs at a date when tile current year*s millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. if current year's assessment is not available, (lien taxes will be prorated on prior year's tax. A tax proration based on an estimate shall,tit request of either party. be readjusted upon receipt of tax bill, 10.2 Closing Costs. PURCHASER shall pay for documentary stamps on tile deed, recording the deed and all general closing expenses(settlement fee. courier fees,overnight packages. e(c.). Each party shall be responsible for their own attorneys* fees. The PURCHASER shall be responsible for the payment or the survey and the title insurance searches and policies, 10.3 Closina Procedure, PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations, set Forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent designated by PURCHASER, the Closing PURCHASL AND DEVELOPMENTAGREENIENT Pnge 5 of 77 Documents, Tile Closing Agent shall,at Closing,deliver the Closing Documents and a"marked- up" Title Commitment to PURCHASER, and promptly thereafter, record (fie Deed and other recordable Closing Documents in ilia appropriate public records. IOA Existing MgqgMsand Other Liens. At Closing. SELLER shall obtain. or cause to be obtained, satisfaction or release of record or all mortgages, liens and judgments applicable to and encumbering the Property. 11, REPRESENTATIONS. COVENANTS AND WARRANTIES, 11.1 Seller's Representations-and Warranties. SELLER hereby represents, covenants and warrants to PURCHASER, as of(lie Effective Date and as of the Closing Date. as Follows: 11.2 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SFIA-ER'S capacity and all requisite action has been taken to make this Agreement valid and binding oil SELLER in accordance with its terms,"rhe person eXCCLIting this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER.and this Agreement represents a valid and binding obligation ofSEI,L[--,R, 11.3 Litle. SELLER is and will be on the Closing Date,the owner of valid,good, marketable and insurable Fee simple title to the Property. free and clear of all liens.encumbrances and restrictions oFany kind.except the Permitted Exceptions(and encumbrances orrecord which Will be discharged at Closing). 12. DEFAULT. 12.1 Purchaser's PgfhUlt, In the event that this transaction fails to close solely due to PARC!IASERs refusal to close, and such failure to close is not a result of' SELLER'S default or a title/survcy defect, subject to the provisions of Paragraph 12.3 below, SELLER may terminate this Agreement and be entitled to retain the Deposit. following which neither PURCHASER nor SEI...LER shall have any further obligations or liabilities tinder this Agreement, except for those expressly provided to survive the termination of this Agreement: provided, however,that VURCFIASER shall also be responsible for the removal orany liens asserted against the Property by persons claiming by. through or under PURCHASER, The failure of PURCI IASC-R to comply with the provisions set forth in this Agreement S11311 Constitute a Default and Breach of this Agreement. 12.2 Scllcr*s Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate. then, notwithstanding anything to the contrary contained in this Agreement. PURCHASER may. at its option: (1)declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may (i) seek an action for specific performance; or (ii) terminate this Agreement, wherein the full deposit shall be returned to PURCHASER and neither Party shall have any further rights hereunder. CON421 PURCHAsr AND DEVE 1-0111MENT AGREUNIEN1 Page 6 of 77 12.3 Notice or Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the even( or condition of default in sufriciem detail to enable a reasonable person to determine the action necessary to cure the defauh. The defoulting, Party shall have fifteen (15) days From delivery or itic notice during which to cure the default. provided, however, that as to n failure to close, Elie cure period shall only be three (3) Business Days from the delivery ornotice. Both parties agree (hat if an extension is requested. such extension shall not be unreasonably withlield. Ifthe default has not been cured within the aforesaid period, ilic non-defaulting Party may exercise the remedies described in this Section 12. 12A Survival. The provisions of this Section 12 shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail,return receipt requested,or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Interim Executive Director.Michael Simon 710 N. F cderal 1-1 ighway Boynton Beach, Florida 33435 Willi it copy to; Tara Duliy, Esq. Lewis, Longman & Walker. P.A. .5I 5 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Buyer: William Morris Ocean One Boynton, LLC 777 E. Atlantic Avenue, 4'100 Delray Beach, FL 33493 Mr. Davis Carnalier 1629 K Street N.W. Suite 1200 Washington, DC 20006 Mr. Michael Ross 9804 S. Militaryl-raii Suite El I Boynton Beach. FL 33136 PURCHASE AND DEVELOPNIFNrr AGREUrvill.NT Pag,c 7 o F 7 7 With a copy to: Gary S. Dunay, Esq, Dunay, Miskel and Backman. LLP 14 SE 4"' Street,#36 Boca Raton, FL 33432 14, BINDING OBLIQATION/ASSIGNMENT. The terms and conditions or this Agreement are hereby made binding on, and shall inure to the benefit of. the successors and permitted assigns of(lie Parties hereto. This Agreement may not be assigned, sold. or otherwise transferred to any other entity without prior, written permission by the CRA, which permission shall not be unreasonably Nvithheld. 15, RISK OF LOSS. In the event the condition ofthe Property, or any part thereof, is materially altered by an act or God or other natural force beyond the control of SELLER, PURCI-IASER may elect, as its sole option,to terminate this Agreement and tile parties shall have no further obligations tinder this agreement. or PURCHASER may accept the Property without ,any reduction in the value orthe Property. 16. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement, Each Party shall indemnify.defend and hold harmless the other Party firorn and against any and all claims, losses. damages,costs orexpenscs(including,without limitation,attorney's rees)ofany kind or character arising out of or resulting front any agreement,arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. I-lowcvcr, SELLER'S indemnification obligations shall not exceed tile statutory limits provided within Section 7f 8.25, Florida Statutes,and CRA does not otherwise waive its sovereign immunity rights.The provisions ol'this Section shall survive Closing or termination of this Agreement, 17. ENVIRONMENTAL CONDITIONS, To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws.ordinances.regUla(ions. licenses,permits and authorizations,including,without limitation,applicable zoning and environmental laws and regulations. In addition.SELLER has not received any notices of any violation of environmental condition or other notices of violation of municipal ordinances, M DEVELOPMENT AND SALE OF THE PROPERTY, SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for tile sole purpose ot'developing a mixed-use project at the northeast corner of Boynton Beach Boulevard and Federal Highway. 18,1 Seiler Design Approval. The PURCHASER and SELLER acknowledge, that the SELLER has reviewed the Site Plan and finds the Site Plan acceptable and consistent with the CRA Redevelopment Plan, 18.2 Development Tinicline, The City has approved PURCHASER's Site Plan. PURCHASER agrees to diligently and continuously pursue approval of all other necessary approvals until the first building permit tins been issued for the Development Project. PURCHASE AND DEVELOPMENT AGRIA-MENT Page 8 of 77 PURCHASERagrecs to commence construction of the Development Project within two(2)years from the Effective Date of the Tax Increment Revenue Finance Agreement attached hereto as Exhibit "D," (hereinafter"Construction Commencement Period")Once tile First building permit is issued for the Development Project, PURCI-IASER agrees to diligently and continuously pursue cornpletion of construction ofthe Development Project.subject to force majeure and other matters beyond the reasonable control of PURCHASER, IrPURCHASER fails to commence construction within the timerrame set l'brth herein, PURCHASER shall be obligated to commence construction ol'a public plaza (the -Pla7a")on the Property containing benches, walkways and landscaping in accordance with Exhibit"E," attached hereto and made a part hereof by reference no later than twelve (12)months after the expiration of the Construction Commencement Period. 'File Special Warranty Deed shall include a restriction consistent with the requirements of this Section in a form substantially in accordance with Exhibit"C"attached hereto. 183 Survival, The provisions ofthis Section 18 shall survive the termination of this Agreement. 19� MISCELLANEOUS. 19.1 General. This Agreement and any amendment hereto, may be executed it any number of counterparts,cath orwhich shall be deemed to be an original and till ofwIlich shall, together. constitute one and Elie some instrument. The section and paragraph headings herein contained are ]or the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment or this Agreement shall be of any force or effi!ct unless in writing executed by Parties. This Agreement sets Forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between tile Parties. This Agreement shall be interpreted in accordance with the laws of tile State of Rod& The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in (lie Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to redcral jurisdiction only, in the United States District Court for the Southern District Court of Florida. 19.2 Computation of Time. Any reference herein to time periods which are not measured in Business Days and which are less than six(6)days,shall exclude Saturdays,Sundays and legal holidays in the computation thereof. Any time period provided fior in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 pm. on the next Ilull Business Day. Time is of Elie essence in the performance or all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date ill the calculation thereof, For purposes of this Agreement. Business Days shall mean Monday through Friday but shall exclude state and federal holidays. 19.3 Waiver. Neither(lie failure ora party to insist upon strict performance of any of Elie terms. provisions. covenants,agreements and conditions licreof. nor the acceptance of any item by a party with knowledge or a breach or this Agreement by the other party in the performance of their respective obligations hereunder, sliall be deemed a waiver of any riollts or PURCHASE AND DEVELOPMENT AGREEMENT Pap9ol-77 Z� remedies (lint a party may have or a waiver of any Subsequent breach or default in tiny Of such terms, provisions, covenants,agreements or conditions. This paragraph shall survive termination ofthis Agreement and the Closing. 19.4 Construction of Agreement. ']'he Parties to this Agreement, through counsel, have participated freely in[lie negotiation and preparation hereof.Neither this Agreement nor any amendment hereto shall be more strictly construed against any ol'the Parties. AS used in this Agreement or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the Plural shall include the singular. as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not nierge into the Dee& 19.5 Severability, If any part ol'this Agreement shall be declared unlawful or invalid,the remainder of the Agreement will continue to be binding upon the pailies so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions orthe Parties can continue to be achieved. To that end. this Agreement is declared severible.. The provisions of this Section shall apply to any amendment ol'this Agreement. 19.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initiated by CRA and SELLER shall control all printed provisions in conflict therewith. 19.7 Waiver of Jury Trial, As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoeverarising Z7 out of or in any way connected with this Agreement. 19.8 Attornevs Fees and Costs. Should it be necessary to being an action to enforce any of the provisions or this Agreement, reasonable attorneys' rees and costs, including those at the appellate level,shall be awarded to[lie prevailing party. 19.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behall'of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party ror whom or on whose behalf lie or she is signing with respect to all provisions contained in this Agreement. 19.10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County. Florida. 19.12 SELLER Attorneys' Fees orad Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys* secs and all costs, if any, incurred by SELLER in connection Nvith the transaction contemplated by this Agreement. 19.13 Public Records, SELLER—is public agency subject to Chapter 119, Florida Statutes.The PURCHASER shall comply with Florida's Public Records Law.Specifically, the PURCHASER shall: 4k;N 4 PURCHASE AND DEVELOPMCNT AGREGMENT Page 10 of 77 a. Keep and rn a intain public records that ordinarily and necessarily would be required by the SF-LLER in order to perform the service-, b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119. Fla. Stat.,or as otherwise provided by la8%; c. Ensure that public records that are exempt or that are confidential and exempt firom public record requirements are not disclosed except as authorized by law;and cl. Meet all requirements for retaining public records and transfer to[lie SELLER,at no cost,all public records in possession or the PURCHASER upon termination of the contract and destroy any duplicate public records that arc exempt or confidential and exempt, All records stored electronically Must be provided to the SELLER in a rormal that is compatible with the inrormation technology systems of(lie SE.I.I.r.R. IF PURCHASER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PURCHASER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 710 North Federal Highway, Boynton Beach, FL 33435; or BovntonBcachCRMbbbfl,us. 19,14 Right oft'irst Rerusal. a. Prior to a"Termination Event"(as del tried below)Purchaser hereby grants to Seller a right or first itfusaI to purchase the Property pursuant to the terms and conditions set lbrth in this Section 19.14("Right of First Refusal")„ (i) If Purchaser receives an orfer to purchase the Property as part of a separate and isolated transaction and not as part of an offer to purchase the Property in conjunction with any other parcel owned by Purchaser or an affiliate of Purchaser, pursuant to a written contract or letter or intent, Purchaser shall give Seller notice ol'the offler by delivering a copy of the contract or letter of intent to Seller("Notice"). (ii) Upon receipt of Notice,Sellci-slial)place the Notice on the next regularly scheduled CRA Board meeting. Within rive (5) days of the CRA Board meeting where the Notice is considered. Seller shall either waive or exercise its right of first refusal. If Seller elects to exercise its right of'first refusal.Seller shalL within ten(1 0)days alter receipt or the Notice, deliver to Purchaser an agreement to purchase the Property for ten(10)dollars and an amount equal to the cost of any improvements made to tile Property by Purchaser and upon receipt by the Purchaser of the #,, ,§, PURCHASE AND DEVELOPMENT AGRIELMENT Page I I of 77 roregoing from the Seller. Purchaser and Seller shall enter into a purchase and Sale Agreement. (iii) If Seller rails to exercise or waive its right of rirst refusal in accordance with the terms and conditions stated herein, within ten(10)days after receipt orthe Notice, (lien Seller's right of first rcrusal shall be deemed to have been waived. b. This Right or First lZerusal shall tcrminn(c upon the issuance of a certificate of occupancy, certificate of completion or other equivalent certification fior the Development project issued by (lie applicable governmental authority for improvements made to the Property (a "Termination Event"). Upon a Termination Event, this Right of First Refusal shall terminate and have no further force or effect. c. This Right of First Refusal shall only apply to an offer to purchase the Properly as a separate and isolated transaction and shall not apply to any offer received by Purchaser to purchase the Property in conjunction with any other Property owned by Purchaser or an affiliate of' Purchaser. d. Additionally.this Right of First Refusal shall not apply to: (i) a sale or transfer by nny bank. life insurance company, federal or state savings and loan association or real estate investment trust which acquires title to tile Property as a result of'owning,a mortgage upon the Properly or a portion of the Property and whether title is acquired by deed From the mortgagor or its successors in title or through foreclosure proceedings; (ii) a sale by any such institution which so acquires title; (iii) a sale or transfer of interests in the Property or to Purchaser to a partnership,joint venture or other business arrangement over which Purchaser shall retain management control or shall be a partner. member or joint venturer or other substantial interest holder; or (iv) any transfer or title to the Property or portion thereof at a duly advertised public sale with open bidding which is provided by law,such as but not limited to execute sale, foreclosure sale,j Lid ic ia I sale or(ax sale. e. The provisions of this Section 19.14 shall survive closing and delivery ofthe deed of conveyance of the Property and notice of Seller's rights hercundershall be recorded in the public records of'Palm Beach County, Florida pursuant to a Memorandum of Right of First Refusal.The Mernorandurn and[lie rights under(his paragraph shall terminate automatically and without Further action upon a Termination Event. PURCHASE AND DE"VELt1PMEN f AGM EMUNI Pao-c 12 of 77 IN WITNESS WHEREOF, the Parties have CXCCLIted this Agreement as of the Effective date. BUYER SELLER OCEAN ONE BOYNTON, LLC BOY NTON B EACI I COM M UN ITY RLDEV7E-L 'M - T AG- CY Y_' By: Print Numc: wt pa- Print Narne-, Steven B.Grant Title: 411�4_- Title: Chair Date: it Date: Witnesses: Witnesses: is e to m n rtegmsunicicncy: C PURCHASE AND DEVELOIWENT AGREEMENT Page 13 of 77 LEGAL DESCRIP'rION LOTS 1 AND 2, EXCEPT THE EAST 25-00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF,AS SHOWN UPON THE PLAT ENTITLED"AGREEMENT PLAT ,SHOWING PROPERTY IN THE NORTHWEST QUARTER(N.W. 114)OF THE NORTHWEST QUARTER (N.W. 1/4)OF SECTION 27, TOWNSHIP 45 SOUTH,RANGE 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA,WHICH PLAT IS RECORDED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT IN AND FOR PALM BEACH COUNTY,FLORIDA, IN PLAT BOOK 10,PAGE 2;LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA,AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 564, PAGE 160,PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA;SAID LANDS SITUATE LYING AND BEING IN PALM BEACH COUNTY,FLORIDA, SUBJECT TO RESTRICTIONS,RESERVATIONS,EASEMENTS AND COVENANTS OF RECORD,IF ANY, TO THE EXTENT THAT SAME ARE VALID AND ENFORCEABLE, DESCRIPTION:(TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3, 1964 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS I AND 2,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA:BEING ALSO DESCRIBED AS LOTS I AND 2,FUNK BROS.ADDITION PER PLAT BOOK 2,PAGE 13;WHICH LIES WITHIN 50.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27,TOWNSHIP 45 SOUTH,RANGE 43 EAST; AND THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT,WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15,00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 27),AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5;SAID PARTS CONTAINING 0.062 OF AN ACRE,MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E.2ND AVENUE,MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 1,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 10,PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA:THENCE RUN SOUTH 89 DEGREES 45'09'EAST ALONG THE NORTH LINE OF SAID LOT 1,A DISTANCE OF 37,28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY UNE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING;THENCE CONTINUE SOUTH 89 DEGREES 45'09- EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF PURCI IASE AND DEVELOPMENTAGRFEMENT Page 14 of 77 LOT 1,A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E.6TH COURT AS NOW LAID OUT;THENCE RUN SOUTH 01 DEGREES 23'W EAST,ALONG SAID WEST RIGHT OF WAY LINE,A DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE,CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36, 94°WEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25-00 FEET,A CENTRAL ANGLE OF 91 DEGREES 42'50',A CHORD BEARING OF NORTH 47 DEGREES 15'21"WEST AND A CHORD DISTANCE OF 35.88 FEET:THENCE RUN SOUTH 66 DEGREES 53' 14'WEST,A DISTANCE OF 41,94 FEET TO A POINT;THENCE RUN NORTH 76 DEGREES 26'58'WEST,A DISTANCE OF 50,34 FEET; THENCE RUN NORTH 89 DEGREES 45'09' WEST, A DISTANCE OF 129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO.5(FEDERAL HIGHWAY)AS NOW LAID OUT;SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17'55',A CHORD BEARING OF SOUTH 44 DEGREES 35-53'WEST AND A CHORD DISTANCE OF 28.60 FEET,THENCE RUN NORTH 01 DEGREES 03'04'WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.69 FEET TO A POINT OF CURVATURE TO THE NORTHEAST;THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING, SAID CURVE HAVING A RADIUS OF 12.00 FEET,A CENTRAL ANGLE OF 91 DEGREES 17-55',A CHORD BEARING OF NORTH 44 DEGREES 36 54- EAST AND A CHORD DISTANCE OF 17,16 FEET, PURCHASE AND DEVELOPMENT AGRE�EMENT Page 15 Df 77 SCI I I B 11'*,B*' DEVELOPMENTPROJECTSITS, PLAN P(JRCJ JASE AND DEVELOPNILN- TAGREENIENT Page 16 of 77 4W-4 US JVGHWAY 16 t tip k I oil _71 Q +— i r iTi .11 .,.;1 lot NAN "Rikii 6&w- PIP Ocean One COHEN -FREEDMAN-EN SA ASSOC U R FEMUL HOWAY.BOYNTM WEACK FL Architmis, PA *w xw.a"s� u&mw Lautrmew %" sa rw PURCI IASL AND DEVELOPMEN FAGREEMENT Page 17 of 71 EXIIIBII"'C'* SPECIAL WARRANTY DEED PURCHASE AND DEVELOPMENI'AGREEMENT Page 18 of 77 RECORD& RETURN TO; Gary S. Dunay, Esq. DLmay, Miskel and Backman. LLP 14 SEW`Street,#36 Boca Raton, FL 33432 Property Control No. SPECIAL WARRANTY DEED This Indenture, made this day of Between Boynton Beach Community Development Agency, a public agency created pursuant to Chapter 163.Part fit ofthe Florida Statutes.having,a mailing address of 710 N.Federal Highway. Boynton Beach. FL 33432, Grantor and a , having a mailing address of 1629 K Street. NW Suite 1200. Washington, DC 20006 .Grantee, WI'f`Nl';SSETl 1, that the Grantor for and in consideration of the surn oCTEN DOLLARS 10,00)and other good and valuable consideration to Grantor in]land paid by Grantee,the receipt whereof is hereby acknowledged. has granted, bargained and sold to the said Grantee and Grantee's heirs, successors and assigns forever, tile Following described land, situate, lying and being in the County of Patin Beach, State or Florida(tile-Property"),to wit: SISI~ EX1IIBIT'*A"ATfACIIE'D HERETO The Property conveyed herein is subject to the following0 restriction: The Property set forth on Exhibit"A"sli all be included with the adjacent property already owned by Grantee as referenced on Exhibit-B"and together are hereinafter collectively referred to as the "Project." Grantee has received approval from the City of Boynton Beach for the site plan. attached hereto as Exhibit '°C," (hereinafter (lie "Project") and shall diligently and continuously undertake commercially reasonable efforts to obtain all necessary approvals for the Project from the City of Boynton Beach. Florida. Grantee shall commence construction for the development or tile Prcjcct 'within twenty-Four (24) months from the Effective Date of`the Tax Increment Revenue Funding Agreement attached hereto as Exhibit -D." (the "Construction ? Commencement Period"). For purposes of this Special Warranty Deed. the term "commence construction"'shall mean obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish.excavate or prepare tile site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of tile Project or Phase ol'the Project as applicable in accordance with the Florida Building Code. PURCHASE AND DI"I'VFLOPNIFNI AGREOVILN"I' Page 19 of 77 In the event Grantee flails to commence construction for the development of[lie Project as provided for above, Grantee shall be obligated to commence construction of public plaza (the "Plaza") on the Property containing benches, walkways, landscaping, irrigation and lighting in accordance with the provisions of Exhibit "E. Notwithstanding the foregoing, ifal any time therenfiter, Grantee commences construction or the Project in accordance with the site plan approved by (lie City of Boynton Beach.. Grantee may abandon construction of. or demolish the construction of the Plaza in order to construct the Project. Once the Project has been substantially completed. this restriction shall terminate and be of no further force or effect. TOGETI IEE with all tenements.hereditaments and appurtenances thereto belonging or in anywise appertaining. TO I JAVE AND TO HOLD the same in fee simple rorever. AND the Grantor hereby covenants Nvilb said Grantee that Grantor is lawliully seized of said land in fee simple; that Grantor has good right and lawful authority to sell and convey said land;that Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims oral) persons claiming by,through or under Grantor. IN WITNESS WHEREOF,the Grantor has hereunto set his hand and seal the day Lind year I irst above written. Signcd, scaled and delivered in the presence of', Boynton Beach Community Development Agency By: Witness#1 Signature Name: Title: Witness 41 Printed Name Witness#2 Signature Witness#2 Printed Name PURCI IASE AND DEVELMMEN YAGRUMENT Page 20 of 77 STATE OF FLORIDA COUNTY OF PALM BI ACI I The roregoing instrument was acknowledged before me this day of by as of Hoynlon Beach Community Development -Agency' who is personally known to me or who produced a driver's license as identification, Notary Public PURCHASE AND DEVULOPINIENT AGREEMENT Page 21 of 7r SPECIAL WARRANTY DEED EXHIBIT"A" LEGAL DESCRIPTION OF PROPERTY LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF,AS SHOWN UPON THE FLAT ENTITLED"AGREEMENT PLAT',SHOWING PROPERTY IN THE NORTHWEST QUARTER (N.W. 114) OF THE NORTHWEST QUARTER (N.W. 114) OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA,WHICH PLAT IS RECORDED IN THE OFFICE OF THE CLERIC OF THE CIRCUIT COURT IN RNLI FOR PALM BEACH COUNTY, FLORIDA, IN PLAT BOOK 10,PAGE 2; LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA,AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 564, PAGE 180, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA„ SAID LANDS SITUATE LYING AND BEING IN PALM BEACH COUNTY, FLORIDA. SUBJECT TO RESTRICTIONS,RESERVATIONS, EASEMENTS AND COVENANTS OF RECORD, IF ANY, TO THE EXTENT THAT SAME ARE VALID,AND ENFORCEABLE. DESCRIPTION: (TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3, 1960 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1 AND 2, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN FLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; BEING ALSO DESCRIBED AS LOTS 1 AND 2, FUNK.BROS.ADDITION PER PLAT BOOK 2, PAGE 13;WHICH LIES WITHIN 59.90 FEET EASTERLY OF THE WEST LINE OF SECTION 27,TOWNSHIP 45 SOUTH RANGE 43 EAST; AND THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT,WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 7), AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5; SAID PARTS CONTAINING 0.062 OF AN ACRE, MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E. 2ND AVENUE, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 1,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 10,PAGE 2 OF THE PUBLIC RECORDS OF PALMI BEACH COUNTY, FLORIDA:THENCE RUN SOUTH 89 DEGREES 45'09"EASTLONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT PURCHASE:AND DEVELOPMENT OPMENT AGR[:EA ENT Tugs 22 of 77 OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND TIME POINT OF BEGINNING; THENCE CONTINUE SOUTH 69 DEGREES 45' 09" EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LIFE OF LOT 11 A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E.6TH COURT AS NOW LAID OUT,THENCE RUN SOUTH 01 DEGREES 23' 55" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF K89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04`WEST, THENCE RUNT ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42' 50", A CHORD BEARING OF NORTH 47 DEGREES 15' 21" WEST AND A CHORD DISTANCE OF 35.88 FEET; THENCE RUN SOUTH 86 DEGREES 53' 14' WEST, A DISTANCE OF 41.94 FEET TO POINT,THENCE RUN NORTH 76 DEGREES 26'58'WEST,A DISTANCE OF 50,34 FEET;THENCE RUN {NORTH 89 DEGREES 45' 09" WEST, A DISTANCE OF 129.79 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST;THENCE RUIN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST DIGHT OF WAY LIME OF STATE ROAD NO. 5 (FEDERAL HIGHWAY)AS NOW LAID OUT;SAID CURVE HAVING A RADIUS OF 29.60 FEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55%A CHORD BEARING OF SOUTH 44 DEGREES 35' 53" WEST AND A CHORD DISTANCE OF 28.60 FEET; THENCE RUN NORTH 61 DEGREES 03'04"WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.69 FEET TO A POINT OF CURVATURE TO THE NORTHEAST, THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING,SAID CURVE HAVING A RADIUS OF 12.00 DEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55", A CHORD BEARING OF NORTH 44 DEGREES 35' 54" EAST AND A CHORD DISTANCE OF 17.16 FEET. o'+X. rA i PURCH j1S17 AND DIWFLOPMENT AGREEMENT Pap 23 of 77 SPECIAL WARRANTY DEED EXHIBIT"B" GRANTEE'S EXISTING PROPERTY Lot 4 1.DEWEY*S SUBDIVISION,according to the Plat thereof.as recorded in Plat Book 1, at Plage 37, of'the Public Records of Palm Beach County. Florida, less and except tile East 25 feet and less and except that part lying within 50 feet of the West line of Section 27,Township 45 South,Range 43 East, Palm Beach County,Florida,and Further less and except that part lying within 45 feet of the center line of'State Road 804 and also lurther less and except that part included in the external area of a 10 foot radius arc which is tangent to a line parallel to and 25 reel West of the East line or Lot 41 and to a fine parallel to and 45 lett North ol'the center line of State Road 804; said lands situate. lying and being in Palm Beach County, Florida. Lots 3 through G. inclusive, FUNK BROTHERS ADDITION. according to [lie Plat thereof, as recorded in Plat Book 2. at Page 13. of the Public Records of'Palm Beach County, Florida, less and except the East 25 reel and the West 50 1'ect thereof, for Road Rights of Way; said lands situate, lying and being in Palm Beach County, Florida. ill accordance with Agreement Plat(Plat Book 10, Page 2), PURCHASE AND DEVELOPMENTAGREEMLN1 Page 24 of 77 SPECIAL WARRANTY DEED EXHIBIT"Cj$ PROJECT SITE PLAN PURCI 1ASE AND DEVELOPMENT ACR[:liMEN f Page 25 or77 us W"Ay 1b I F Ylt p Mij I x I � off of t OF R'G 9"IA 377 I I 1 > COHEN-FREEDMAN•ENCINOSA & ASSOC I Ocean fine na 1t HOMAY. FL Arcb!W4 PA x Uft wm uuali cat PURCHASE AND DLVELOPMENT AGREEMENT Page 26 of 77 SPECIAL WARRANTY DEED EXHIBIT"D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURCHASE AND DEVELOPMENTAGREMENT Page 27 of 77 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter*'Agreement") entered into as ofthe_day of .2 0 17, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part Ill of the Florida Statutes,(hereinafter referred to as -CRA"). with a business address of 7 10 North Federal Highway, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail. Suite F-I I Boynton Beach, FI, 33436(hereinafter referred to as the"Developer"), RECITALS WHEREAS, Developer intends to construct the Project which will include a minimum of 231 multi-family units with related amenities and approximately 8,575 square feet of commercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the -Project"): and WHEREAS, the CRA has determined that the Project Furthers the Boynton Beach Community Redevelopment Plan-,and WHEREAS. Developer has the knowledge, ability, skill. and resources to ellectuate tile construction and development of the Project:and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment Plan; NOW THERIEFORE, in consideration of the mutual covenants and promises set lbrth herein,the sufficiency of which both Parties hereby ackno\vledge, the Panics Agree as rollows: Section 1. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1, "Base Year" mean the base year for determining Tax Increment Revenue from the Project, PURCHASE AND DEVELO—HINT AGREEMr-Wr Page 28 of 77 2.2 "Benchmarks" shall be (fie various percentage thresholds of occupancy of (fie 8,575 commercial/retail space for any year of the Phase I Term as set lbrill in Paragraph 5.1.6. 2.3 "Certificate of Occupancy" means tile certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that tile same may be used for(tic purposes stated therein. 2.4. "City" means the City of Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Commence Construction" means obtaining an official permit in ]land for any of the construction activities contained herein and beginning to actually dernolisli. excavate or prepare the site for development of the applicable phase or (lie Project in accordance with tile City Code and continuing until completion of' construction of the [,'reject or Phase or the Project as applicable in accordance with the rJorida Building Code. 2.6 "Community Outreach Partner" means the for-profit or non-prafit group or organization selected by Developer with %vliom Developer shall coordinate on tile issues and obligations in this Agreement pertaining to employment of City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a Subcontractor or any other business entering into a contract with the Developer related to the construction of the Project or part thereof`. 2.8 "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.9 "Cood Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set Forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior. lacking heating, ventilating, air conditioning, lighting. plumbing, ceilings. elevators, interior walls, etc. and ready for tenant improvements. 2.11 "Locally Owned Small Businesses" means any business that is wholly owned by individuals Nvho reside in the City. If a business is owned by a corporation, then the corporation most be wholly owned by individuals who reside in the City. 11'(lie business is owned by a partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wage" means the hourly rate that an individual must earn to support h i 'as or tier Irn i ly if they are tile Sole provider and are working full time(2,080 hours per year) in accordance with Palm Beach County Code Chapter 2. Article IV. Division 3 (the Palm Beach County Living Wage Ordinance).as amended, PURCHASE AND DEVrLOPNIFNT AGREE MENET Page 29 of 77 2.13 "Notionally Recognized High Performance Green Building Rating System" rneans any one of the following: the Florida GrQcn Building Coalition (FGBC) Standards, tile Green Building Initiative's (GBI) Green Globe rating system, tile United States Green Building Council (USGBC) Leadcrship in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuilders(NA 1,113)National Green Building Standards(NGBS), 2.14 "Pledged Project Increment Revenue" means an amount calculated by Multiplying Tax Increment Revenue rrom the applicable phase or the Project by Agreed upon percentage factor as provided for in this Agreement. 2.15 "Property" means the property subject to this Agreernent upon which the Project Z� shall be developed as more particularly described in Exhibit"B," hereto. 2.16 "Site Platt" shall mean the approved Site Plan attached hereto as Exhibit "A." approved by(lie City of Boynton Beach, file # NWSP 16-002, Section 3. Developer's Obligations-and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two (2)years orthe Fifrective Date ofthis Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as Thase I Irnprovements:": It. Developer shall construct a minimum of 231 multi-family residential units with related amenities. b, Developer shall construct a minimum of 8,575 square feet of commercial/retail space; C. Developer shall construct [larking Improvements,conceptually depicted on Exhibit"C,"hereto, consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist ofstructured parking, surface parking. valet parking, mechanical parking. shared parking or any other means as allowed under local city ordinance.Upon completion of the Public Parking. Developer and the CRA shall enter into a Parking Management Agreement to establish the maintenance responsibilities of the CRA for the Public Parking. If a Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion of construction of the Public Parking. either party may request binding arbitration to complete the terms or the Agreement. d. Construction of the multi-fiarnily residential units for the Project shall be in compliance with,qualify for and receive Florida Green Building Certification. PURCHASF AND DEVELOPIMENT AGREEMENT Pale 30 of 77 C. Prior to and during[lie construction of the Project, the Developer shall a I-lire a job placement consultant during the construction period of this Agreement; 0 1-lost a job fair; 0 Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project: 0 Include in all contracts with Contractors requirements that the Contractors use Good Faith EHforts to hire and train City residents to participate in the construction of Phase I ofthe Project; a Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in(lie construction orl'base I of the Project; a Use Good Faith Efrorts to offer permanent job positions resulting frown Phase I ofthe Project to quaJiFied City residents: a Notiry and refer jab training rind job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training;and 0 Pay or cause to be paid new hires in all permanent positions residing%Othin the City a minimum ofthe Living Wage. Section 4. Annual 11erformance Report, Developer shall annually provide the CRA with all Annual Performance Report rear the Project indicating the status ai'Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for the preceding year.Such report must be submitted to the CRA no later than the]as( day or April for the preceding year in a farm substantially in accordance with the torn attached hereto as Exhibit"D." Section i. Certification Requirements. 5.1 As a condition precedent to its receipt oCany P[edged Project Increment Revenue pursuant to[his Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County 11'ropeny Appraiser PURCHASE AND DEMLOPMENT AMLL-NU ' Page 31 or77 and these Parec] Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable Value prior to the Base Year for each Phase; and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence of compliance with the requirements of this Agreement as set forth below and evidencing that Developer has paid all property taxes for (lie preceding year; and S.1.3 Upon receipt of the Annual Perl'ormanec Report. 2. the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue fetor that Phase 1, which approval shall not be unreasonably withheld - 5.1.4 The CRA [ins received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year;and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments i F the Developer fins flai led to meet its obligations under this Agreement or is otherwise in dcl'ault under the terms of this Agreement and has flailed to sufficiently cure the default as provided For herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as,once a default is cured. Developershall continue to receive their Direct Incentive Fundin- for the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period oftime needed to cure the default, 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of 8,575 square feet or commercial/retai) space (the "Commercial/Retail Space") for any year of the Phase I Tenn,Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10%Ibr that year of Phase I Term. a. Developer Must certify that 25%of the Coin mercial/Retai I Space has been occupied by commercial/retail tenants by at least the third year orthe Phase I Term as defined herein. Once the 2S% threshold is obtained, whether it be in the First, second or third year, the threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than?5%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once the 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 25% threshold is achieved and each year (hereafter during (lie Phase I Term unless a greater Benchmark is achieved. b. Developer must certify that 50%of the Commercial/Retail Spacc has been occupied by commerciallretaill tenants by at least the sixth year ol-the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year PURCHASE AND DEVELOPMENTAGREEMENT Page 32 of 77 prior to the end of the sixth year or the Phasc I Term,Elie threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less Haan 50%,Accordingly.as long as Developerdid notdchiult underany commercial lease and continues in good faith to re-market the property for lease,once the 50% threshold is satisfied,Developer shall be entitled to[tic Pledged Increment Revenue for(lie year in which the 50%threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved;and c. Developer must certify that 70%of the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year of the Phase I Term as defined herein. Once tile 70%threshold is obtained, whether it be in ally year prior to the end of the eighth year of thy: Phase I Term, the threshold shall be deemed satisfied forever,even ifin tile future Elie actual amount occupied thereafter is less than 70%, Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2,1 Dcvclol)ei-shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1 a. and 3.1.Lb. or this Agreement by providing a Certificate of Occupancy for all residential components of [lie Phase I Improvements and Certificate of Completion for all nonresidential components of the Phase I Improvements rrom the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has rnet, its obligation under Section 3.).Lc or this Agreement by demonstrating, that it has constructed the Public Parking and by documenting signage and other means by which these Public Parking spaces are clearly reserved for use by the public and excluded from use by multifamily and commercial units that are part of the Project. 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.I.d of this Agreement by providing proof of receipt of rlorida Green Building Certification. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation tinder Section 3.1.l.c orthis Agreement by: a. Demonstrating that it hired and utilized the services of a Job placement consultant and by reporting the job placement consultant's activities during construction of Phase I of the Project: b, Demonstrating that it held as jub I'air; and PURCHASE AND DEVELOPNICNI AGRETAIENT Page 33 of 77 C. Requiring all Contractors covered by the terms ol'this Agreement to provide annual copies of its records.reports or any other information necessary to monitor compliance with the provisions of Section 3.1,1 e of this Agreement and require all Contractors to submit annual payrolls to tile Developer that include the following information pertaining to all Locally Owned Small Business hired to work on or for Phase I ofthe Project: name, address and the number of hours worked for the period.until a Certificate of Occupancy is issued for at least 90%of the residential units of Phase I of the Project. Section 6. Pledged Project Increment Revenue. 6.1 Formula and Term. 6.1.1 The amount of' the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the rol lowing formula: a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years. beginning (lie year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the '*Phase I Term'"). The amount or Pledged Project Increment Revenue due to Developer during the Phase I Term sliall be determined pursuant to the following formula: For Years I — 7 of the Phase I Term, Developer shall receive Seventy-five percent(75%)of the Pledged Project Increment Revenues actually received by the CRA; and For Year 8 of the Please I Tenon,Developer shall receive Fi 11ty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. b, The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For the Phase I Term,the year prior to commencement of construction of Phase I Improvements on the Property, 6.2 No Prior Pledge or Pledged Project Increment Revenues. 'ne CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned,pledged, hypothecated or secured by the CRA car the period covered by term of this Agreement. PURCUIASL AND DEVELOPNIENTAGREBIENT 11fige 34 of 77 6.3 Form of Payment. Payment of shall be in the form ora CRA check made payable to the Developer. No payment made tinder this Agreement shall be conclusive evidence or the performance of this Agreement by Developer, either wholly or in part. and no payment shall be construed to relieve Developer ofobligations tinder this Agreement or to be an acceptance of faulty or incomplete rendition oi'Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this ALlrecincrit shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use orelectronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA,such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agcncy 710 North Federal 1-1ighway, Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy. Esq. Lewis, Longman& Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach. Florida 33401 1 r to Developer.such notice shall be addressed to- Mr. Michael Ross Ocean One Boynton, LLC c/o Gulfstream Property Management 9804 South Military Trial Suite L-I I Boynton Beach. FL 33436 Mr. William Morris Souilicoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach. FL 33483 F. Davis Carnalier Washington Real Estate Partners 1629 K Street N.W, PURCHASE AND DEVELOPMENTAGREEMENT Page 35 of 77 Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel, Esq. Gary S. Dunay, r-sq. Dunay, Miskel and Backman. 1,L1' 14 SE 4"'Street Suite 36 Boca Raton, FL 33432 Section 8. Default. The failure ol'Developer to comply with tile provisions set forth in this Agreement shall constitute a deCaull and breach orthis Agreement. If Developer fails to cure tile default within thirty(30) days of notice fro the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9. Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years of the Effective Date if tile Developer has failed to commence construction of the Phase I Improvements subject to farce majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to tile other Party upon one or more of(lie following occurrences: a. The default or either Party. if such del'ault is not cured within the time prescribed by this Agreement; b. "flie Parties enter into a mutually agreed upon,written Addendum,the effect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions. 10.1 Waiver. Tile CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to tile development of the Project, Nybether such damage or injury occurs before, during. or after the construction of the Project or the term of this Agreement, Developer hereby forever waives.discharges.and releases the R.A.Cits agents,and its employees. to the fullest extent the law allo%Vs, from any liability ror any damage or injury sustained by Developer. This waiver,discharge,and release specirically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 10.2 Indemnification. Developer shall indemnify, save. and hold harmless the CRA, its agents,and its employees from any liability.claim,demand,suit,loss.cost,expense or damage which may be asserted,claimed,or recovered against or from[lie CRA,its agents.or its employees, by reason or any property damages or personal injury, including death, Sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of. or is otherwise related to tile negligent or wrongful conduct or (lie faulty equipment (including equipment PURCHASE AND DEW3LOPMENT AGREEMENT Paea 36 of 77 installation and removal)orDeveloper. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768,28, Florida Slat Utes. This paragraph sha I I not be construed to req u i re De ve toper to indemnify the CRA for its own negligence, or intentional acts of[lie CRA, its agents or employees, Each party assumes the risk of personal injury and property damage attributable to the acts or omissions or that party and its officers,employees and agents. 10.3 Assignment, This Agreement may only be assigned by tile Developer to record owners of"(lie Property with the prior written consent of the CRA, which consent shall not be unreasonably withheld. provided, however, that any assignee hereto shall specifically assume all of tile obligations of the Developer under this Agreement. 10.4 Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners., successors.executors,administrators and assigns of such other party, in respect to all covenants of' this Agreement. Nothing herein shall be construed as creating any personal liability on [lie part of any officer or agent of(lie CRA,nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against aily person on the basis ofrace, color. relit ion.ancestry, national origin,age, sex. marital status, sexual orientation or disability for any reason in its hiring or contracting practices,associated with this Agreement. 10.6 No Partnership,Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership.joint venture, or ernployce relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of (his Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records,provide(lie CRA with a copy of the requested records or allow tile records to be inspected or copied within as reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by la%v. C, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of tile contract term and following completion of the contract if Developer does not transfer the records to the CRA. PURCHASE AND DfA'EL0PMENTAGRCi:h%Nrr Page 37 oF77 d, Upon completion of the contract. transfer.at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service, if Developer transfers all public records to the public agency upon completion of the contract, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon compiction or the contract, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA*s custodian of public records,in a format that is compatible with the information technology systems orthe CRA, IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach,Florida 33435; or Boynton Beach CRA(&bbfl.us. 10.8 Entire Agreement, This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement, 10.9 Counterparts and Transmission. To facilitate execution.this Agreement may be executed in as many counterparts as may be convenient or required,each orwhich shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s)from each original may bejoined together and attached to one such original and it shall constitute one and tile same instrument. In addition. said counterparts may be transmitted electronically (i.e.. via facsimile or pdf format document sent via electronic mail). which transmitted document shall be deemed an original document for al I purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue or the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11 Governing Law, jurisdiction, and Venue. The terms and provisions or this Agreement shall be governed by,and construed and en rorced in accordance with,the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shal I be Palm Beach County, Florida, for all purposes,to which tile Parties expressly agree and submit. 10.12 Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, , $ AW-1 PURCI JASE AND DEVELOPMENT AGREEMENT Page 38 of 77 and each Party is advised to seek independent legal advice in connection with the matters rercrenced herein, 10.13 Severability. If any part of this Agreement is fiJund invalid or unenforceable by any court, such invalidity or unenforceability shall not affiect (lie other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions tat`the Parties can continue to be achieved. To that end. this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15 ComplianceivithLaws. In its performance tinder this Agreement,Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County,City of Boynton Beach.and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17 Sur-viva]. The provisions of this Agreement regarding public records, indemnity, and waiver shall survive (lie expiration or termination of this Agreement and remain in full Force and effect. PURCHASE AND DEVELOPMENT AGREEMCNT Page 39 of 77 IN WITNESS OF THE FOREGOING,the parties have set their lends and seals tile day and year I irst above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company By:__ Print Name: PrintName: Title: Print Name: STATE OFFLORA DA SS; COUNTY 01" BEFORE ME. an officer duty authorized by law to administer oaths and take acknowledgments, personally appeared as of OCEAN ONE BOVNTON, LLC, and acknowledged tinder oath that he/she has executed tile foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for tile use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONE BOYNTON,LLC. I le/she is personally known to me or has produced as identification, IN WITNESS OF TI IE FOREGOING, I have set my hand and official seal at in the State and County aforesaid oil this day of . 2017. My Commission Expires: Notary PLtbl ic, State or Florida at Large ]REMAINDER OF PACE INTENTIONALLY LEFT BLANK) IC RA SIGNATURE ON FOLLOWING PACE] WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PURCHASE AND DEVELOPMENFAGRCEMENT Page 40 oF77 By: Print Name: Steven Grant.CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of 130YNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the roregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. Fic/she is personally known to me or has produced as identification. IN WITNESS OFTI IE FOREGOING, I linve set my hand and official sea] at in the State and County aforesaid on this day of . 2017, My Commission Expires: Notary Public, State of lorida at Large PURCHASE AND DEVELOPIVIENTAGREEMENT Page 41 oF77 Exhibit "A" (Project) (see uttached) PURCHASE AND DEVELOPMENT AGREEMENT Page 42 of 77 WAM 00,04 US NWAY A T m W_ SIR A GO 64O Al-WW, ctp -- Ocean One COHEN-FREEDMAN-ENCINOSA A ASSOC, rA K FKXROL_=AY"UM"!!F4Z 11- Archlwt4 PA Maw I W_ Sim bm w"Wnei ukal t4uA,rkvwa 3MA m nd PURC14ASE AND DEV ELOPIVIENTAGREEM ENT Page 43 of 77 Exhibit "B" (Property) (see attached) PURCHASE AND DE VELOPNI ENTAGRELIvt ENT Page 44 of 77 it awn mr, fI#TC1nlI>Ina"oR .A sUIRVE I Yl N I G --M 1�AP,P".I"N 0 Tel:(%Ij 24 1-.9M Cargil;wt oiAiAJm)dzWsn NmLB1264 I=( 9241ZI U SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE I LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTI 1,..RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS I THROUGH 6, "FUNK BROS, ADDITION TO TI IE TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUHLIC RECORDS OF PAI P. BEACH COUNTY, Ff.ORIDA, AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION". AS RECORDED IN PLAT BOOK I AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PACE 2, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27; THENCE NORTul 89055,38' EAST, ALONG THE NORTH i INE OF SAID SECTION 27, A DISTANCE OF 66,08 FEET; THENCE SOUTH 00'04'22" EAST, A DISTANICE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89,55'381, EAST, A DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS Or 25.00 FEET AND A CENTRAL ANGLE OF 880 2052", A DISTANCE OF 38,55 FEET TO THE POINT Or TANGENCY; TI IENCE SOUTH 01,43'30" EAST, ALONG A LINE 15,00 FEET WEST or AND PARALLEt WITH THE EAST LINT: OF SAID LOTS 1 THROUGH 6 AND THE EAST UNE OF SAID LOT 41 A IDISTANCE OF 287.77 FEET, THENCE SOUTH 88",37'13" WEST, A DISTANCE '6F 268.22 FEET, THENCE NORTH 01'23'00" WEST, ALONG A LINE 60,00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID SECTION 2/. A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS or 25.00 rFFT AND, A CENTRAI. ANGLE OF 91'18-38", A DISTANCE Or 39,B4 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF 80YNTON BEACH,PALMI BEACH COUNTY,FLORIDA, AND CONTAIN 83,950 SQUARE FEET, MORE OR LESS, NOTES 1, REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND FHL ORIGINAL RAISED SEAL OF A FLORIDA LiCLNSEL, SURVEYOR AND MAPPER, 2. NO SEARCH OF THE PUBLIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION 3. BEARINGS SHOWN HEREON ARE DASED ON THE WEST LINE OF IHL NORTHWEST ONE- QUARTER OF SECTION 27,HAVING A BEARING OF NORTH 01'23'00" WEST,ACCORDING TO THE STATE PLANE COORDINATE SYSTEM,STATE OF FLORIDA,EAST ZONE,NORTH AMERICAN DATUM OF 1983, 1990 ADJUSTMENT CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61C17-6,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES.AND THAT SAID SKETCH AND DESCRIPTION IS TRUE AND CORRECT TO Tht BEST Of MY K14OVILEDGE AND BELIEF AS PREPARED UNDER MY DIRECRON. SURVEYOR AND MAPPER FLORIDA LICENSE NO,LS5111 Mme"... OcEm OK 08/26t2DR 24-No Jv TD SHCET 1 OF 2 PURCHASE AND DEVrL 0Pf'viNNT AGREEMENT Page 45 of 77 SKETCH AND LEGAL DESCRIPTION W 1 d'R ER (NOT A SURVEY) � SECTION 27;45-43 {NOT FUN1189°55'38"I: 86.D8' .._..,. p BOYNTON BEACH BOULEVAR P.Q.$. N LIME SECTION 27-45-43 r N89`55`38"E 216.56' r�yy��yy' yy�� rys� p� L•38.55° � - OOO 04'2 "e" Z..�,. :'`=.y.. _. D-88'20'52" ^p. LCAT 1 -�[� R-25.00' A/W A"6.-NMEN�T.� 60 L*39.$4' (OR13 9016,PG.975 — p D-914 18'38" LOT 2 I F FSR. I_ZEMtT _ 6 (ORB 19494,E G.1699)c: td LC37 3 AGREEM'EN'T PLAT" LOT 4 a ry (P.B. 10i PG,2) EPt "FUNIC 13T�17S. AL4C1STiDIV' LA O T 5 0 >0 LOT 6 rn S88°37"13i�W 268.22' i a" DEDIC.ATEO t E y IW W Q "AGREEMENT PLAT"" 4 s. i M 10,PG. 2) 100 LOT 41 '. "DEWEY`'S 5UBDIv 1511 1~1" (P.B. 1,P . 37) 1 w ABBREVIA fC� 18 L "CURGIN B DELTA BCEl9Ti3AL ilOLE) a sB. LICENSED BUSINESS L.S. LECUMD S11MYOR U.lI.i4. OFFICIAL IRECOgDS BOX P-0-0. POINT Of BEGINKI[G L --F.o C. P31NY OF COWTUCEWENT x P.B, PLAT BIIIlA I . LINE LOT 41 P.Ut C.R... . PALM BEAN COI#I3TY RECORDS_®".——.,.....— _ ..... . . ,....... PG. i PACE �._....�..... P.5-w- PBRO!'ESStDUALAacPPEn SUAVEYOR ULAN AtlENUE{ R Bf.TA�.,�-� Rfe RIuv-ot•wAY F@, Tk417' I 0-rntse3 14wi MEAN MEqrG IV#' A H '4CALEi __ "• _. .cac1a c i TP erA'ci 08P7SP20t7 7.OF 2... ;. 4 �ItHt v 1 PURCHASE AND D EVE LOPMENTAGRE EMENT Pagc 46,[77 Exhibit "C" (Public Parking) (see attached) � _ o ! f p y 'Rfk�sN Et#EUIJm iC r c e P -p�ry�y yy�ry�_ ■. Fm F4 00 0 LL JO It Oflud N3-lA'��2!!�V.I.N31,U01 WIC)(INV 3SVI IJ-d,I! PURCHASE AND DCVELOPMENT AGRi�laleIENT Page 48 of 77 EXHIBIT"D" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date Prior to and during the construction of Phase I(if applicable): 1. Hired job placement consultant on 2, Hosted a job fair on 3. Noticed through the Community Outreach Partner,availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement In subcontractor's contracts to hire and train local residents 5. Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living wage on Prior to and during the construction of Phase 11(if applicable): 1. Obtained approval for a 100-room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on Post construction Certification requirements Phase I certification(if applicable): 1. Provided Certificate of occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on PURCHASL AND DEVr;,].OPN-IENI'A(]Rr,[:-'Mr,.Nl' Page 49 of 77 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is completed as a Grey Shell on 3. Provided certificate of completion of the 50 Phase I public parking spaces on 4Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System an P URCI I ASE A ND DEVELOPM ENT AGREEMENT Page 50 of 77 SPECIAL WARRANTY DEED EXHIBIT"E" PUBLIC PLAZA PURCHASE AND DEVELOPMENT AGREEMENT 'age 51 of 77 t � a 1 y 1 � H 1 Ind � k r. p U7 t t a I' yyy A in t ] 1 tl} fl! 1r< t '1n i IV Ill! J 1it PURCHASE AND 1XVELOPMENTAGREEMENT Pagc 52 of 77 EXHIBIT"'D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURMASE AND DEVUOMMEWAGR[ ME I' Pap 53 of 77 TAX INCREMENT IREVENUE FUNDING AGREEMENT This Tax increment Revenue Funding Agreement(hereinafter"Agreement")entered into asofthe-day of 2017, by and between: BOYNTON BEACH COMMUNITY ]REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163. Part Ill of the Florida Statutes,(hereinafter referred to as "CRA"),with a business address of 710 North Federal I I ighwiy, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-1 1. Boynton Beach, Fl.- 33436(hereinafter referred to as the"Developer"). RECITALS WHEREAS, Developer intends to construct the Project which will include a minimum or 231 multi-lamily units with related amenities and approximately 8,575 square feet orcommercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the "Project");and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan;and WHEREAS, Developer has the knowledge, ability, skill, and resources to efibctuatc the construction and development orthe Project:and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment flan;: NO THEREFORE, in consideration of tile mutual covenants and promises set forth herein, (fie sufficiency of which both Parties hereby acknowledge.the Parties Agree as follows; Section 1, Incorpgration. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions.. As used in this Agreement, the following; terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1. "Base Year" mean the base year for determining Tax Increment Revenue from tile Project. PURCHASE AND DEVELOPMENT AGREEMENT Pa-C 54 of 77 2.2 "Benchmarks" shall be the various percentage thresholds of occupancy or tile 8,575 commercial/retail space for any year of the Phase I Term as set forth in Paragraph 5..1.6, 2.3 "Certificate of Occupancy" means the certifcate issued by tile City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated [herein, 2.4. "City" means tile City of'Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Commence Construction" means obtaining an official permit in hand for any of'the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordnnee with tile Florida Building Code. 2.6 "Cocumunity Outreach Partner" means (lie for-profit or non-profit group or organization selected by Developer with whom Developer shall coordinate on tile issues and obligations in this Agreement pertaining to employment or City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction orthe Project or part thereof. 2.8 E ffective Da te"shall rrican the date the last party to this Agreement executes this Agreement. 2.9 "Good Faith Effort" is considered to have been made when the respective parties lave used reasonable rricans to comply with tile associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior, lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings. elevators, interior walls, etc. and ready for tenant improvements, 2.11 "Locally Owned Small Businesses" means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation, then tile corporation must be wholly owned by individuals who reside in the City, If the business is owned by a partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wage" means the hourly rate that an individual must earn to support his or her family if they are the sole provider and are working full time (2,080 hours per year) in accordance with Palm Beach County Code Chapter '—). Article IV. Division 3 (tile Palm Beach County Living Wage Ordinance),as amended. PUM[ASE AND DE VELOPIMENT AGREEMENT Pav 55 of 77 2.13 "Notionally Recognized High Performance Green Building Rating System" means any one of the following. the Florida Green Building Coalition (FGBC) Standards, the Green Building Initiative's (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association ofHomebUilders(NAHB)National Green Building Standards(NOBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"B," hereto. 2.16 "Site Plant' shall mean the approved Site Plan attached hereto as Exhibit "A," approved by the City or Boynton Beach. file#NWSP 16-002, Section 3. Developer's ObligationsandCovenants, 3.1 Construction of the Project, Developer agrees to Commence Construction of the Project within two(2)years ol'the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as"Phase I Improvements:": r: Developer shall construct a minimum of 231 multi-family residential units with related amenities. 9. Developer shall construct a minimum of 8,575 square feet of commercial/retail space: h. Developer shall construct Parking Improvements,conceptually depicted on Exhibit,"C,"hereto,consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking. shared parking or any other means as allowed under local city ordinance, Upon completion of the Public Parking, Developer and the CRA shall enter into a Parking Management Agreement to estabi ish the maintenance responsibilities of the CR A for the Public Parking. If Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion or construction of the Public Parking. either party may request binding arbitration to complete the terms of the Agreement. i. Construction of the multi-family residential units for the Project shall be in compliance with, qualify for and receive Florida Green Building Certification. PURCHASE AND DEVELOPMENTAGREZMEN T Pap 56 of 77 j. Prior to and during the construction of(lie Pruject. the Developer shall W I lire a job placement consultant during the construction period of this Agreement: 0 I-lost a job fair; 0 Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project. a Include in all contracts with Contractors requirements that the Contractors use Good Faith Efrorts to hire and train City residents to participate in the construction of Phase I o f the Project; o Provide a list orjob positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project. 0 Use Good Faith Efrorts to offer permanent job positions resulting from Phase I orthe PrcJect to qualified City residents: 0 Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and wil I ing to provide such training;and a Pay or cause to be paid ne%v hires in all permanent positions residing within the City a minimum orthe Living Wage, Section 4, Annual Perfarmance Report. Developer shall annually provide (lie CRA with an Annual Performance Report For the Project indicating the status or Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property(axes for the Property for the preceding year,Such report must be submitted to [lie CRA no later than the last day of April for the preceding year in a form substantially in accordance %vith the form attached hereto as Exhibit'T." Section 5. Certification.Rg9girements. 5.1 As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property Appraiser PURCHASE AND DEVELOPNIENT AGREEMENT Page 57 of 77 and these Parcel Control Numbers have been placed oil the Palm Beach County tax rolls and assigned taxable value prior to tile Base Year for each Phase;and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence of compliance with the requirements or this Agreement as set Forth below and evidencing that Developer has paid all property taxes for tile preceding year; and 5.1.3 Upon receipt of the Annual Performance Report. 2, the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent fear receiving Pledged Increment Revenue for that Phase 1, which approval shall not be unreasonably withheld , 5,11.4 The CRA has receivedTax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year-,and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments it the Developer has failed to meet its obligations under this Agreement or is otherwise in derault under the teres of this Agreement and has failed to sulliciently cure tile default as provided for herein after appropriate notice or such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event file Developer is in default of this Agreement so long as,once a default is cured. Developer shall continue to receive their Direct Incentive Funding for the Project Lip to tile Pledged Project Increment Revenue and any time periods for perrormiince hereunder shall be extended for the same period or time needed to cure the default. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of' 8.575 square feet of commercial/retail space (tile "Coin mere in I/Reta i I Space")forany year ofthe Phase I Term,Developer's percentage of tile Pledged Increment Revenue to be paid to Developer shall be reduced by 10%For that year of the Phase I Term, d. Developer Must certify that?5%of the Commercial/Retail Space has been occupied by coin mercial/reta i I tenants by at least the third year of tile Phase I Term as defined herein. Once the 25%threshold is obtained, whether it be in the First, second or third year, the threshold shall be deemed satisfied forever,even ir in the future the actual amount occupied thereafter is less than 25%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once tile 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue ror the year in which the 25% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; el Developer must certify that 50%of the Commercial/Retail Space has been occupied by commercial/retai I tenants by at least the sixth year ofthe Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year PURCHASE AND DEVELOMMENTAGREEMEN F Page 58 oF77 prior to the end o r(lie sixth year of the Phase I Term,11,ic threshold shall be deemed satisfied forever, even if in (lie suture the actual amount occupied thereafter is less than 50%.Accordingly.as long as Developer did not default Linder any commercial lease and continues in good Faith to re-market the property for lease,once tile 50% threshold is satisfied, Developer shall be entitled to the Pledged Increment Revenue for[lie year in which the 50%threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; and f. Developer must certify that 70% of the Commercia VRetail Space has been occupied by the corn merciallreta i I tenants by at least the eighth year o r tile Phase I Terni as defined herein. Once the 70%threshold is obtained,whether it be in ally year prior to the end or the eighth year of the Phase I Term, the threshold shall be deemed satisfied forever.even ifin the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good Ibith to re-market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2,1 Developer shall cerdry in its Arinual Performance Report that it has rnet its obligation under Section 3,1.1 a. and 3.1.I.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase I improvements and Certificate of Completion for all nonresidential components of tile Phase I improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed oil the Palm Beach County tax rolls for tile Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has met its obligation Linder Section 3.1.I c of this Agreement by demonstrating that it has constructed the Public Parking and by documenting signage and other means by which these Public Parking spaces are clearly reserved for use by the public and excluded from use by Multifamily and commercial units that are part orthe Project, 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation Linder Section 3.1 I.d of'this Agreement by providing proof of receipt or Florida Green Building Certification. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation Linder Section 3,1.I.e ofthis Agreement by: a. Demonstrating that it hired and utilized (lie services of a job placement consultant and by reporting the job placement consultant's activities during construction of Phase I of the Project: b. Demonstrating that it held a job rair; and IWWA! PURCHASE AND DEVELOPMENT AGRrUMENT Page 59 of 77 c. Requiring all Contractors covered by the terms of this Agreement to provide annual copies of its records, reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1 e of this Agreement and require all Contractors to submit annual payrolls to the Developer ileal include the fiollowing information pertaining to all Locally Owned Small Business hired to work on or for Phase I of the Project: name,address and the number of hours worked for the period.until a Certificate of Occupancy is is-sued for at least 90%orthe residential units of Phase I of the Project. Section 6. Pledged ProjectIncreineut Revenue. 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula.- C. Developer shall receive Pledgcd Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of dais Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the '-Phase I Term"), The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years I - 7 of the Phase I Term, Developer shall receive Seventy-five percent(75%)of the Pledged Project Increment Revenues actually received by the CRA: and For Year 8 of the Phase I Terni, Developer shall receive Fifty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. d. The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For[tic Phase I Term.the year prior to commencement of construction of Phase I Improvements on the Property. 6.2 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subJect of any prior pledge by the CRA and agrees that such revenues shall not be assigned,Pledged.hypothecated or secured by the CRA for the period covered by term ol"this Agreement. PURCHASE AND DEVC-I.OPiMEi\'I'AG[tLEfvlE?N'I' Pate 60 of 77 6.3 Form of Payment. Payment ofshall be in the form of a CRA check made payable to the Developer. No payment made Linder this Agreement shall be conclusive evidence or the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations Linder this Agreement orto be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail. postage prepaid. return receipt requested. The use of electronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agency 7I Noah Federal flighway, Boynton Beach, Florida 33435 With a copy to: Tara W, Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 ll'to Developer, such notice shall be addressed to: Mr, Michael Ross Ocean One Boynton.LLC c/o Gulfstream Property Management 9804 South Military'Frial Suite E-1 I Boynton Beach, FL 33436 Mr. William Morris Southcoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach, I-L 33483 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. PURCHASE AND DEVELOPMENT AGRF'E'NIENT Page 61 of 77 Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel. Esq. Gary S. Dunay, Esq, Dunay, Miskel and Backman, LLP 14 SE 4"'Street Suite 36 Boca Raton, FL 33432 Section 8. 12gfoul . The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach ofthis Agreement. IrDeveloper fails to cure the default within thirty (30)days of notice From the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease, Section J. Termination. Unless earlier terminated pursuant to the terms herein. this Agreement shall automatically ten-ninate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years ofthe Effective Date if tile Developer has railed to commence construction oll'thc Phase I Improvements subject to force majeurc. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more or the following occurrences: C, The default of either Party, if such del-ault is not Cured within the time prescribed by this Agreement; d. The Parties enter into mutually agreed upon,written Addendum,the cNect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions, 10.1 Waiver. Tile CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development or the Project, whether such damage or injury occurs before, during, or after the construction of(lie Project or the term of this Agreement. Developer hereby forever waives,discharges.and releases (lie CRA. its agents, and its employees,to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. This waiver,discharge,and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the IaNv allows, 10.2 Indemnification. Developer shall indemnify. save. and hold harmless the CRA. its agents,and its employees from any liability.claim,demand,suit, loss.cost,expense or damage which may be asserted,claimed,or recovered against or from the CRA,its agents,or its employees. by reason of any property damages or personal injury, including death. sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment PURCHASE AND DEVELOPMENTAGREEMENT Pogo 62 of 77 installation and rernoval) of Developer. Nothing in this Agreement shalt be deemed to a 1'rect the rights, privileges, and SOVCTCigr) irrallUnitieS Of the CRA as set forth in Section 76 .28, Florida Statutes, This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts or(lie CRA, its agents or employees, Gael party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers,employees and agents. 10.3 Assignment. This Agreement may only be assigned by tile Developer to record owners of the Property with the prior written consent of(lie CRA, %;hich consent shall not be unreasonably withlield, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement, 10.4 Successors and Assigns, The CRA and Developer each binds itself and its partners, successors. executors, administrators and assigns to the other party and to the partners, successors,executors,administrators and assigns ol'such other party, in respect to all covenants of this Agreement.Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA.nor shall it be construed as giving any rights or benefits hereunder to anyone other than tile CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race,color. religion, ancestry, national origin. age.sex. marital status. sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that Developer is oil independent contractor and that no employe r/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: C. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement: 171 Upon request from the CRA's custodian of public records.provide the CRA with a copy of(lie requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 9. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for tile duration of the contract term and Following completion of the contract if Developer does not transfer the records to the CRA. PURCHASE AND DEVELOPMUNT AGRUNIFNT Page 63 or 77 h. Upon completion of the contract, transfer, at no cost, to the CRA all public records in possession ol'Developer or keep and maintain public records required by the CRA to perform the service, If Developer transfers all public records to the public agency upon completion of the contract. Developer shall destroy ally duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract. Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA's custodian orpublic records.in a format that is compatible with the information technology systems of the CRA IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER"S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach, Florida 33435;or Boynton BeachCRA(tcbbMus. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein, No terms herein may be altered,except in writing and(lien only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations. of any kind or nature, oral or written, concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution.this Agreement may be executed in as many counterparts as may be convenient or required,each of which shall be deemed an original, but all of which together shall constitute one and [lie same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i,c., via facsimile or pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any or the parties by virtue of the fact that one party or its attorney draflcd all or any part thereof. Any ambiguity round to exist shall be resolved by construing the terms or this Agreement fairly and reasonably in accordance with the purpose of this Agreement, 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of'l-lorida and the United States of America, without regard to conflict of law principles. Venue nand jurisdiction shall be Pagan Beach County, Florida. for all purposes,to which (lie Parties expressly agree and submit. 10.12 Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, PURCHASE AND DEVELOPMENT AGREEMENT Page 64 of 77 and tach Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity Or Linen forceabi I ity shall no( affect the other parts of the Agreement if' the rights and obligations of the Parties contained herein are not materially prejudiced and if(lie intentions of the Parties can continue to be achieved. To that end. this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sale and absolute discretion,waive any requirement of Developer contained in this Agreement. 10.15 Complianecwith ll-,aws. In its performance under this Agreement,Developer shall comply with all applicable federal and state laws and regulations and all applicable [pales Beach M County, City of Boynton Beach,and CRA ordinances and regulations, 10.16 Effective Date. This Agreement will become of upon the date and time the Iasi party executes this Agreement, 10.17 Survival. The provisions of this Agreement regarding public records. indemnity, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. PURCHASE AND DCV CLOPMENTAGRLE M ENT Page 65 or 77 IN WITNESS OF THE FOREGOING, the parties have set their lands acid seals the day and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company By: Print Name: Print Name: Title: Print Name- STATE OF FLORIDA SS: COUNTY OF BEFORE ME, an officer duly authorized by lmy to administer oaths and take acknowledgments, personally appeared as of OCEAN ONE BOYNTON, LLC. and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for Elie use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONE BOYNTON,LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING. I have set my hand and official seal at in the State and County aroresaid on this day of . 2017, My Commission Expires: Notary Public. State of Florida at Large IREMAINDER OF PAGE INTENTIONALLY LEFT BLANKI [CRA SIGNATURE ON FOLLOWING PAGE1 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PURCHASE AND DEVELOPMENT AGREEMENT Page 66 of 77 By: Print Name; Steven Grant.CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duty authorized by IaNv to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that lie/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACI I COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known to me 01' has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal sat in the State and County aforesaid on [his day of 2017, My Commission Expires: Notary Public,State of Florida at Large PURCHASE AND DEVELOPMENT AGREEMNT Ilage 67 oF77 EvIdbit "A" (Project) (Nee attached) PURCHASE AND DEVELOPMENT AGREEMEN'J" Page 68 oF77 FWAR ftv&4 us Namy PA I fT Tww 13 ti ED I fit- -m It 0,111 IN 1r 1" Not I a>1 I " th anOneCOHEN-FREEDMAN ENCINOSA & ASSOC M It FEDER&HOWAY.BMW=BEACR FL AmbilecK PA bBaw LEVEL PLA4 , IN,W. IAU.1 Ut-N MAW. 33014 30d LT96 Ym 11URCHASE AND DEVELOPIMENT AGREEMENT Page 69 of 77 Exhibit "B" (Property) (see attached) PURCHASE AND DEVELOPIMENTAGRECMENT Page 70 of 77 VL%M,ie 047 rjNmmlo Rw Tat(561)241-99e8 SURVEYING & MAPP Caiffl,pin olAiAluiaion No.LWAAP Fej:§61241-5192 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTH,RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS I THROUGH 6, "FUNK BROS. ADDITION To THE TOWN OF BOYNTON-', AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUBLIC RECORDS OF PA-MF BEACH COUNTY, F1 ORIDA. AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION", AS RECORDED IN PLAT BOOK I AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PACE 2, AND BEING MORE PARTICULARLY DESCR;BED AS FOLLOWS1 COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27; THENCE NORTH 89*55'38' EAST, ALONG THF NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCE SOUTH 00'04'72" EAST, A DISTA14CE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89"55',3$" EAST, A DISTANCE OF 216,56 FEE] TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHTi THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADUS Or 25.00 FEET AND A CENTRAL ANGLE Or 880 20'52", A DISTANCE OF 38,55 FEET TO THE POINT OF TANGENCY; 71 IE'NCE SOUTH 01,43,3011 EAST, ALONG A LINE 15.00 FEET WIEST or AND PARA110 WITH THE EAST I INE OF SAID LOTS I THROUGH 6 AND THE EAST LINE OF SAID I OT 41, A DISTANCE OF 287.77 FEET; THENCE SOUTH 88'37'13" WESI, A DISTANCE OF 268 22 FEET. THENCE NOR!H OP 23-00" WEST, ALONG A LINE 60.00 FEET EAST OF AND PARALLEL WI I'H THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RICK; THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS or 25.00 FEET AND A CENTRAI ANGI,E OF 910 18'38", A DISTANCIF Or 39,84 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY, FLORIDA, AND CONTAIN 83,950 SQUARE FEET,MORF_ OR LESS. NOTES I. TIEPRoDumoNs or THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICtNSEL SURVEYOR ANT) MAPPFR, 2. 'HCl SEARCH OF THE PUAJIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION, 0L.BEARINGS SHOWN HEREON ARE OASED ON THE WEST LINE OF IF E NORTHWEST ONE- TER OF SECTION 27.HAVING A %,ARING OF NOR tH 02'23'00" VIE ST,ACCORDING To THE STATE PLANE COORMNATE SYSTEM.STATE OF FLORIDA,EMT ZONE,NORTH AMERICAN DATUM OF 1983, 1900 ADJUSTMENT CERTIFICATION THEREBY CERTIFY THAT THE SKETCH AND DESCRMVIDN SHOWN HEREON COMPLIES WITH 5TANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61017-6,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES,AND THAT SAID SKETCH AND DESCR-PTION IS TRUE AND CORRECT TO THE 13EST OF MY KNOWLEDGE AND BELIEF AS PREPARED UNDER My DIRECrION. SURVEYOR AND MAPPER FLORIDA LICENSE NO.LS5PI ,.Taal 0# 1 vc[Ni WE 12612017 166 009 al. 4'1a isA TD mi toF 2 PURCHASE AND DEVELOPMENT A REEMEW Page 71 oF77 P.O.C. SKETCH AND LEGAL, DESCRIPTION NW CORNER (NOT A SURVEY) SECTION 27-45-43 MOT FOUND) N894 551381,E 86.08" BOYNTON BEACH BOULEVALt � �� N UNE SECTION 27-X15-43 .. . 8:25.0 N89.5 ' 16,56" L-3B.55 SOO*04.2 "E � T�- 0.1 8"20'52. ,1 22.111}' ....: .� ��- 1 LST 1 ��� � J .. E R-25.11 ' r .�.vDONMENT L-39.841380(ORB 29©16,PG.'975) 1.91`18' ' .,. LOT 2 " -F-WL- EAS&ENT (ORB 19094,PG. 1699) LOT 3 _ ",AGREEMENT PLAT" �: ' (P.B. 10,PG. 2) LOT 4 % 4-I;Z "FUNK BROS. AMMON W rn rn L41 Z 07 5o 0 LOT6 - caterot r G.I. W 5880 37'13"W 268.22' IW 1 10'R/W T BE DED°GATEDn 11 a 10. s �, Irn "AGREEMENT PLAT" 1P,B. 10, PG.21 4 LDT 41 VEWEVS SUBDIVISION" —� 1P.B. 1" PG, 371 °ABBREVIATIONS aDELTA IMITRAL ANGLES L.B. LICENSEO BUSINESS L.S. LICENSED SMVE VCR 0 x.11. 0,:FICIAL RECO;tUS BUOY. P31fif OF-REGINN1114 G7 r°,b. •. PLAf Am Lr�A S LINE LOT 41 F.U.c.s. f°Atm"Asir couRrt PEC C - _ _ PC. PACE .—..,. ..° ..�......E('S,R ..4.. P.S.r1.. _ PriaiESSIBNAt St1Rr±"oft i. �10EAN AVENUE(BR 13t14� r#�1� �r�rlr�IR•wtr W. 04115 FPG�Y/I k6 l Gum W fill 45" YCN.'jX }`' '. t PURCHASE� AND DEVELOPMENT AGREEMENT Page 72 of 77 Exhibit "C" (Public Parking), (see attached) ME --- - - I iia -� 1'- �� F WE mh " c4'o b C 9 00 PURCI IASE AND WVELOPMENTAGREENIENT Poge 74 of 77 EXHIBIT"0" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date Prior to and during the construction of Phase I(if applicable)- 1. Hired job placement consultant on 2. Hosted a job fair on 3. Noticed through the Community Outreach Partner,availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to hire and train local residents S. Provided list of job positions and descriptions to Community Outreach Partner 6Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living enrage on Prior to and during the construction of Phase 11(if appllcable), 1. Obtained approval for a 100-room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on Post construction certification requirements Phase I certification(if applicable): 1, Provided Certificate of occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on PURCHASE AND DT; LLOPPAI"NTAGREUMENT Pagc 75 of 17 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is completed as a Grey Shell on 0 3Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on 14 Ali I" PURCHASE AND DEVELOP ENTAGREEMENT Page 76 of 77 EXHIBIl"T" THE PLAZA DEVELOPMENT PLAN PURC'i ASE AND DEVELOf'MENT AGRE'L"Ml":e~T Page 77 or 77 .i f y M J T N t e Ww to ! � R ;F f� m Infil N r u b 0 b i c fst LI \ AI Via.- � �e �} i 4) •�'�y '. 1 t Y N,r= r=2 > F-, 1 z i; 4a9 � � P I l :r I ISS fts S �r t tit}it { r t i �t✓)'!� r nrSlt r is ��� � a 'r �s I,''� 44i hl,tt r f )�?t'rjr4� r rt , it s y �t1 rt I,tls�-t ,r. r i r S t , 6 is a , y I �F PE M ttI� q� 4-1 4, 41 { V, y� w m iMr€� l YO j k ' �s � Ir y a � eFIN514 'I � tibF i r =t R.E '° —.A�4 � a � �aqf�j�i21���)i i I! D IN� is ; sjt3fs �� k t kst `ti� s. w� imOW, , IN X, ! Tf C t m;. s j�is{u tsc n IT 7 it k � fl111 U�111ir YW �t r { �'' a� l � ? �,r �rgo2. a oa a Aig am lu 1 tF rj Ij C-1 d9 yjmt;y ''�. umntnt{'8uv=3 a C7 �a B j 4, I i mmY i° " i4 ikt � � a� X12, idsa w Nil i rf f 1 li 1 I.I. 1 ------------------ '1 try - ss 1 t H o Owl uP x TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement(hereinafter"Agreement")entered into as of the day of J'rvjj k1P 201 it ban between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes,(hereinafter referred to as "CRA'). with a business address or710 North Federal flighway, Boynton each. Florida 33435. and OCEAN ONE BOYNTON, LLC, a Florida limited liability company. with a business address or c/o Washington Real Estate Partners, LLC, 9804 South Military Trail. Suite E-11. Boynton Beach,FL 33436(hereinafter referred to as the"Deve4opeo. liECIT'ALS WlIEREAS, Developer intends to construct the Project which will include a minimum or 231 multi-family units with related amenities and approximately 8.575 square reet or commercial space as depicted in the Site Plan attached hereto as Exhibit"A,"(hereinafter referred to as the"Prajece'):and WHEREAS.the CRA has determined that the Project rurthers the Boynton each Community Redevelopment Plan;and WHEREAS,Developer hast knowledge,ability,skill f.and resources to effectuate the construction and development of the Prcject-,and WHEREAS,the CRA has determined that a public-privatc partnership in which the CRA provides Tax Increment Revenue Funding ror the Project will further the goals and objectives or the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set north herein.the sun ciency or which both Parties hereby acknowledge.the Parties Agree as rollows: &Rflon I. IncoragLiLtion. The recitals above and all other inrormation above are hereby incorporated herein as it fully set forth. Sectio Definitions. As used in this Agreemem the following terms shelf have the rollowing meanings. which shelf apply to words in both the singular and plural rot or such words: I 2.1. "Base Year"mean the base year for determining Tax Increment Revenue from(lie Project. 2.2 "Benchmarks" shall be the various percentage thresholds or occupancy or the 8.575 commercial/retail space for any year or the Phase I Term as set forth in Paragraph 5.1.6. 2.3 "Certificate of Occupancy"means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of'Boynton Beach Building and Zoning Code requirements and that the some may be used for the purposes stated thercin. 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 for any of the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase or the Project in accordance with the City Code and continuing until completion or construction of the Project or Phase or the Project as applicable in accordance with the Florida Building Code. 2.6 "Community Outreach Partner" means the for-profit or non-prof-it group or organization selected by Developer with whom Developer shall coordinate on the issues and obligations in this Agreement pertaining to employment of City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction orthe Project or part thereof. 2.8 "Effective Date" steal I 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 walls, etc. and ready for tenant improvements. 2.11 "Locally Owned Small Businesses'" means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation,then the corporation must be wholly owned by individuals who reside in the City. 11'the business is owned by a 1) partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wages'means the hourly rate that an individual must earn to support his or her family if they are the sole provider and am working full time(2,080 hours per year) in accordance with Palm Beach County Code Chapter 2, Article IV, Division 3 (the Palm Beach County Living Wage Ordinance),as amended. 2.13 "Nationally Recognized High Performance Green Building Rating System" means any one of the following: the Florida Green Building Coalition (FC) Standards, the Green Building Initiative's (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LD) Standards, or the National Association of Homebuilders(NAHB)National Green Building Standards(NGBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property"means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"B,11 hereto. 2.16 "Site Plan" shall mean the approved Site Plan attached hereto as Exhibit "A," approved by the City of Boynton Beach,file#NSP 16-002. Section 3. bevels er"s Obligations and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two(2)years of the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as"Phase I Improvements:": a. Developer shall construct a minimum of 231 multi-family residential units with related amenities. b. ' Developer shall construct a minimum of 8,575 square feet of commercial/retail space; C. Developer shall construct Parking Improvements,conceptually depicted on Exhibit 11C,"hereto,consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance.Upon completion of the Public Parking, Developer and the CRA shall enter into a Parking Management Agreement to establish the maintenance responsibilities of the CRA for the Public Parking. If a Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion of construction of the 3 Public Parking.either party may request binding arbitration to complete the terms ol'the Agreement. d. Construction ol*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 e I-lire a job placement consultant during the construction period or this Agreement-. # I-lost a job 11hir: e 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 hire and train City residents to participate in the construction of Phase I of the Project.' a Provide a list of job positions and descriptions to tile Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project,, * Use Good Faith Erforts to offier permanent job positions resulting from Phase I of the Project to qualified City residents; 0 Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training;and e 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 or Developer's compliance with the requirements or this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes flor the Property for the preceding year.Such report must be submitted to the CRA no later than the last day of April for tile preceding year in a form substantially in accordance with the form attached hereto as Exhibit"D." Section 5. Certification ReQuirements. 4 5.1 As a condition precedent to its receipt of any Pledged Project increment Revenue pursuant to this Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into. two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property Appraiser and these Parcel Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable value prior to the Base Year for each Phasc;and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence or compliance with the requirements of this Agreement as set Forth below and evidencing that Developer has paid all property taxes for the preceding year: and 5.1.3 Upon receipt or the Annual Performance Report. 2. the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and cenilying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue lbr that Phase 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 Prcjcct Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in default Linder the terms of this Agreement and has railed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as,once a default is cured, Developer shall continue to receive their Direct Incentive Funding for the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy or 8.575 square feet or commerciallretail space (the "Commercial/Retail Space")for any year of the Phase I Term,Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10%for that year of the Phase I Term. a. Developer must certify that 25%or the Commercial/Retail Space has been occupied by commerciallretail tenants by at least the third year ol'the Phase I Term as defined herein. Once the 250 threshold is obtained, whether it be in the first. second or third year,the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 25%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once the 25% threshold is achieved. 5 Developer shall be entitled to the Pledged Increment Revenue I*or the 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 soo/o or the Commercial/Retail Space has been occupied by commercial/retai I 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 ol'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 50016.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%or the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year or the Phase I Term as deflned herein. Once the 70%threshold is obtained, whether it be in any year prior to the end or the-eighth year or the Phase I Term.the threshold 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 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 7011/6 threshold is achieved and each year thereafter during tile Phase I Term. 5.2 Certification. 5.2.1 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1 a. and 3.L.I.b. of this Agreement by providing a Certificate of' Occupancy for all residential components or the Phase I Improvements and Certificate of Completion for all nonresidential components or the Phase I Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax tolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.Lc of this Agreement by demonstrating that it has constructed the Public Parking and by documenting signage and other means by which these Public lic Parking spaces are clearly reserved for use by tile 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 tinder Section 3.1.Ld or this Agreement by providing proof of receipt of' Florida Green Building Certification, 6 5.2.4 Devclopersliall certify in its Annual Performance Report that it has met its obligation under Section 3.1.Lc of this Agreement by: a. Demonstrating that it hired and utilized the services or a job placement consultant and by reporting the job placement consultant*s activities during construction Of Phase I of the Project: b. Demonstrating that it held ajob flair;and C. Requiring all Contractors covered by the terms orthis Agreement to provide annual copies OF its records,reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1 e or this Agreement and require all Contractors to Submit annual payrolls to the Developer that include the ffillowing information pertaining to all Locally Owned Small Business hired to work on or for Phase lorthe Project: name, address and the number or hours worked for the period,until a Certificate ol.'Occupancy is issued Ilor at least 90%of the residential units of Phase I of the Project. Section 6. Pledged PW ct Increment Revenue. le 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on (lie following formula: a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term or eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3. 4, and 5 or this Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the -'Phase I Term"). The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years I —7 of the Phase I Term. Developer shall receive Seventy-rive percent(75%)of the Pledged Project Increment Revenues actually received by the CRA., and For Year 8 orthe Phase I Term,Developer shall receive Fifty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. 7 b. 'rho Base Year Ibr cletermining,rox Increment Revenue firom the]'reject shall be as follows, For the Phase I Term,the year prior to commencement ofconstruction of phase I Improvements on the Property. 6.2 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Rcvcnues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned.pledged,hypothecated or secured by the CRA for the period covercd by term of this Agreement. 6.3 Form of Payment. Paymcni ol'sitall be in the Corm ora CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence or tile perfisirmante of this Agreement by Developer.either wholly or in poet, and no payment shall be construed to relieve Developer of obligatiOnS Linder this Agreement or to be an acceptance of faulty or incomplete rendition or Developer's obligations under this Agreement section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail., postage prepaid, return receipt requested. The use orclectronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton each Community Redevelopment Agency 71f North Federal H i ghway, Boynton Beach. Florida 33435 With a copy to: Tara W. tinny. Esq. Lewis.Longman& Walker. P.A. 515 North Flogler Drive Suite 1500 West Palm each.Florida 33401 irto Developer.such notice shall be addressed to: Mr. Michael Ross Occon One Boynton, LLC c/o GuIrstream Property Munagernent 9804 South Military Trial 8 Suite E•1 I Boynton Beach, FL 33436 Mr. William Morris Soulliconst Advisors. LLC 777 E.Atlantic Avenue Suite 100 Delray Beach, PL 33493 F. Davis Carnalier Washington Real Estate Partners 1629 K Street N.W. Suite 1200 Washington. DC 20006 With a copy to: Bonnie Miskel.Esq. Gary S. Dunay, Esq, Dunay.Misk-el and Backman, LLP 14 SE 41"Street Suite 36 Baca Raton.FL 33432 Section 8. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach orthis Agreement. If Developer rails to cure the default within thirty(30)days or notice from the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9, Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years of the Erfective Date if the 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 or the following occurrences: a. The default 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.(lie crrccl of which it to terminate this Agreement. Section 10. Miscellaneous Provisions. 9 10®t Veit}er, The CRA shall not be responsible for any property damages or personal injury sustained by Developer 11rorn any cause whatsoever related to tiro development of'-tile Project, whether such damage or injury occurs bel°ore, during, or atter the construction or the Pre ect or the term oft is Agreement. Developer hereby forever waives.discharges,and releases the CRA,its agents.and Its employees, to the rullesi extort the lieu allows. from any liability for any damage or injury sustained by Developer, I his ra°raever,discharge,and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law aloin° . 10.2 Inde eat cation. Developer shall indemnify, save, and hold harmless tine CR& its agents,and its employees from any liability,claim,demand,snail, loss,coast.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 o , arises out of. or is otherwise related to tilt negligent or wrongful conduct or the faulty equipment (including equipment installation and removal)or Developer. ,Nothing in this Agreement shall be deemed to aal`taact the rights. privileges, and sovereign Immunities of the CRA as set north in Section 768,2 8, Florida Statutes.This paragraph shtalI not be construed to require Developer to indemnify tlae CTIA fur its own negligence.or intentional acts or tile CRA.its agents or employees. Each party assurnes the risk of personal injury and property erty dama;e attributable tea the acts or omissions orlhat party and its officers,employees and agetit , 10.3 Assignment. This Agreement may only be assigned the Developer to record owners or the property vrith the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however. that any assignee hereto shall specifically assume all orthe obligations ort the eve per under this Agreement. 10.4 Successors and Assigns, The CRA and Developer each bands itself and its partners, successors, executors. administrators and assigns to the other party and to the partners, successors.executors,administrators and assigns orsu h other party.in respect to Tali covenants or this Agreement.Nothing herein shall be construed as creating any personal liability on tine part or any officer tar agent of°tile CRA,nor shall it be construed as giving any rights or benefits hereaander to anyone other than tine CRA and the Developer, 10.5 ca Discrimination. Developer shall not discriminate against any persona on the basis or race,color. religion, ancestry. national origin,age, sea, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this A reernent, 10.6 No Partnership,Etc. Developeragreas nothing contained in this Agreement shall e deemed or construed as creating a partnership,joint venture, or employee relationship. it is specifically understood that Developer is an independent contractor and that aro cmployer/employee or principal/agent is or shall be created nor shall exist by reason cal°this Agreement at the per#orrraance Linder this Agreement, 10.7 PublicRecords: Tire CRA is a public agency subject to Chapter 119. F oridaa Statutes. Developer shall comply with Florida's public Records Law. Specifically,the Developer shall: 10 a. Keep and maintain public records required by the CRA to perforin tile public services provided ror in this Agreement; b. Upon request from the CRA*s custodian of public records,provide the CRA with a copy orthe requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed tile cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements arc not disclosed except as authori7ed by law for the duration or the contract lerm and following completion of the contract if Developer does not transfer the records to the CRA. d. Upon completion or the contract.transfer,at no cost, to the CRA all public records in possession or Developer or Leep and maintain public records required by the CRA to perrorm the service. if Developer transibrs all public records to the public agency upon completion of the contract. Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract. Developer shall meet all applicable requirements far retaining public records. All records stored electronically must be provided to the CRA.upon request fro rn the CRA*s custodian of public records.in a forrilat that is compatible with the information technology systems of the CRA. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN Or, PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach, Floeida 33435-or Au—%'ntonBeuShCRAe,6,bbfl.us, 10.8 Entire Agreement. This Agreement represents the entire and sole agreemcn(and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and alien only irsigned by all the parties hereto. All prior and contemporaneous agreements. understandings, communications. conditions or representations. or any kind or nature. oral or written. concerning the subject matter expressed herein.are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to after tile terms orthis Agreement. 10.9 Counterparts and Transmission. To facilitate execution,this Agreement may be executed in as any counterparts as may be convenient or required.each orwhich shall be deemed an original, but all or which together shall constitute one and the same instrument. The executed signature page(s) 1rom each original may be joins together and attached to one such original and it shall constitute one and the same instrument. Inaddition. said counterparts may be transmitted electronically (i.e.. via racsimile or pdf lormat document seat via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. II 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less ravorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by,and construed and enforced in accordance with. [lie laws or the State of Florida and the United states of America, without regard to conflict of low principles. Venue and jurisdiction shall be Palm Beach County.Florida. ibr all purposes,to which the Parties expressly agree and submit, 10.12 Independent Advice. Tile Parties declare that the terms or this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document. and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13 Severability. If any part or this Agreement is found invalid or unenforceable by any court. Such invalidity or unenforceability shall not affiect the other parts of the Agreement if the rights and obligations or the Parties contained herein are not materially prejudiced and if the intentions or the Parties can continue to be achieved. To that end. this Agreement Is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion.waive any requirement of Developer contained in this Agreement. 10.15 Compliance with Laws. In its performance under this Agreement.Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County.City or Boynton Beach,and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become eff'cctive upon the date and time the last party executes this Agreement. 10.17 Survival. The provisions orthis Agreement regarding public records. indemnity. and waiver shall survive the expiration or termination or this Agreement and remain in full force and effect. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a •lorida limited liability company By:, Print Namc: - Arint ar'c: .. Title: ° int 'ATC Or FI.OftlDA } COUNTY or } SS: BEFORE IVIE. an off icer duly authorized b , lace to ad i istr oaths an take acknowledgments. personally appeared 4` as — of OCEAN ONE BOYNT" ON, LLC. and acknowledged under oath that hei'she has executed the foregoing Agreement as the proper official of OCEAN ONE, BOYNTON, LLC. for the use and purposes mentioned herein and that [lie instrument is the act and deed orocE AN ONE BOYNTON,LLC. I lel he is i to me or has Produced identification. IN WITNESS OF'I'l lEPo_REGOING. I have set my han and official seal at in the State and County aforesaid on this. of a w � My Commission E-xpires: a i� �, it$ •ofMYCOW Iwo Flori a at L• t . Sd 1411 IREMAINDER OF PAGE INTENTIONALLY 1CRA SIGNATURE ON FOLLOWING PAGE1 13 WITNESSES BOYNTON BEACH COMMUNITY REDEYELOP EN CE Y Print Steen Grant.CRA bard Chair Print Nam i U . m..i �A L ,,.. STATE OF FLORIDA SS: COUNTY OF PALM BEACH ) BEFORE , an officer duly authorized by law to administer oats and take acknowledgments. ersonally appeared teven Grant as Board Chair f BOYNTON BEACH COMMUNITY -L AGENCY. and acknowledged under oath that he/she has executed the foregoing ent as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for (lie use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known to me or has produced as identification. IN WITNESSF T1113 FOREGOING. I have set my hand and official seal at in the State and County arbressid on this -dayof 2 I My a issio x i s: �Yic, a of Flori a t r Ek3nnis NOTARY lG FLORIDASTATE OF ® e 1 Expires 1 1 Exhibit "All (Project) (see attached) 15 t!3 AY No 1 t i A En alEty z tti� � � � C I �.R.M 1�. tl .�� �----.�a i ��.,, -• m 1111 E4- lip 4A tE �w i "1 a t an or* HEN•FREEDMAN•ENCINOSA ASSOC, _ tft k PIMM HOWAY. CH FL bttact;PA up PLAN Exhibit "B" (Property) (see attached) 17 It 647 ':� aOfiakv+FkSltls 93167 gURVBYgNG 6 M PP�NO � 24 IV2.1L s "A P:M 241-502 SKETCH AND LEGAL DESCRIPTION (NOT A URVEY) OCEAIW ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTH.RANGE 43 EAST, PALM BEACH COUNTY,FLORIDA, INCLUDING PORTIONS OF LOTS 1 THROUGH 8, "FUNK BROS. ADDITION TO THE TOWN OF BOYNTON",AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUBi.IC RECORDS OF PAIN. BEACH COUNTY,FI ORIDA, AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION11, AS RECORDED IN PLAT BOOK 1 AT PAGE. 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PAGE 2,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 771 THENCE NORTH 890 55'38" EAST, ALONG THE NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCF SOUTH Ona 01'22" EAST, A DISTANCE OF 22,00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89"551381, EAST, A DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 88'20'52", A DISTANCE OF 38.55 FEET TO THE POINT OF TANGENCY. THENCE SOUTH 010 431301' EAST, ALONG A LINE 15.00 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOTS 1 THROUGH 6 AND THE EAST LINE OF SAID LOT 41, A DISTANCE OF 287.77 FEET: THENCE SOUTH 88'37'13" WEST, A DISTANCE OF 268.22 FEET; THENCE NORTH 01.23'00" WEST, ALONG A LINE 60.00 FEET EAST OF AND. PARALLEL WIlH THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE 'NORTI IERLY AND EASTERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 25.00 FEET AND A CENTRAI ANGLE OF 910 18'38", A DISTANCE OF 35.84 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY,FLORIDA,AND CONTAIN 83,950 SQUARE FEET,MORE. OR LESS, NOTES 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AMI MAPPER 2. NO SEARCH OF THE PURI IC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION. 3. BEARINGS SHOWNHEREONARE BASED ON THE WEST LINE OF THE NORTHWEST ONE- QUARTER ETE P ,SECTION00 1MA EJSYSE STATE OF NORTH EAST ZONE. RTHRAMERIC DATUM OF 1983.1000 ADJUSTMENT_ CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 81G17-8,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472 027,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 tealsne tavt MAN ONE i 06/26/2017 as ea, 04I7S ow ore JsII a•p®yo 70 ViMT 1 Of 2 fI3 P.O.C. SKETCH AND LEGAL DESCRIPTION NW CORNER � (NOT SURVEY) {NOT 1®Ol ND?45-43 N890 55°38"E 86.08' ` r AOY TON BEACH OULEVA .P.O.B. �Ce N LINE SECTION 27-4 -43 _ t' . =25.,0 N89®55'38'°E 216.56' L•38.55' a SOO*04'22"E 0.88°20'52'° 22.00' LOT 1 '® L_�._('""•. -- O ENT 6 L 39.00° (ORB 390 PG.97 ° L„39.SA' . i D-910181,38” _LOT 2 FPL EASEMENT C w CORB 19094.PG.1699) LOT 3 00 "AGREEMENT PLAT` LOT 4 i s (P.B 10,PG. 2) z. ro ".FUNK BROS. ADDITION' W° hl° u1 PTI' z OT 5 �. 1a �wQrn LOT 6 vim 0�'' 25- 588'37'13"W 268.22" - An -n2 N _. �1O°R/W TO BE " r- 081CATEO c o im "AGREEMENT PLAT �1 {P.B. 10,PG. 2) e LOT 41 I cp "DEWEY'S SUBDIVISION" �`"- �v (P.B. 1"PG. 37) iw 41BREVIATIONS f L ARCLENOIN I a DELTA (CENTRAL ARME) L.S. LICENSED BUSINESSL.s. � L)cENsca s(mTal D.N.a. OFFICIAL RECORDS OnOx P.O.R. POINT OF OEaRNNlas :•••• (x ... .- .O.C. P31NT OF C41ARCEVENT o M.D. • PLAT OUOA iS. LINELOT41 P.e.c.1R. PALM OEACN COUNTY RECORDS_...---- —ua ---. Pa. PACE .m ®...�.. .....r...�. P.S.N. PROFESSIONAL SURVEYOn OCEAN AVENUE(SR 864) a WPM Ntw RICHT OF.WAY 091 nHroa�cr - tk roti _ _ Aa, �5 ac wt° 1^•a§n i'l`k 8rc 1� R59',Ca 077&14UiX TF. 1(3�'7_--.. Exhibit"C" 1 (Public Parking) (see attached) 20 VJ C1�sir1PN �............ can CA 104, goo "M`18 N�dB NGL1ll47Q -� --•� Irl � {�[ �t �� s k g j!r ITI • • M • • f • I ® �y • EXHIBIT"W' ANNUAL PERFORMANCE REPORT FOR (shall be required annuilly) Time Period pate Prior to and during the construction of Phase I(if applicable). 1. Mired job placement consultant on 2. Hosted a job fair on 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 . Provided list of job positions and descriptions to Community Outreach Partner 5< Receipt of written confirmation from the contractor and subcontractors of the requirement to useminimum living wage on Prior to and during the construction of Phase iI(if applicable): 1. Obtained approval for a 100-room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on Post construction Certification requirements Phase I certification(if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on 2. Provided a Certificate of Completion for 21 the Project's 8,575 square feet of commercial is completed as a Grey Shell on 3. Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on 1-3 FIRST AMENDMENT TO TAX INCREMENT REVENUE FUNDING AGREEMENT This First Amendment to Tax Increment Revenue Funding Agreement ("First Amendment") is made and entered into to be effective January 15, 2020, by and between Ocean One Boynton, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-11, Boynton Beach, FL 33436 (hereinafter the "Developer") and the Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Chapter 163,Part III of the Florida Statutes with a business address of 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA and Developer entered into that certain Tax Increment Revenue Funding Agreement dated January 16, 2018 (hereinafter "Agreement"), relating to development of the Project,as more fully defined and described in the Agreement; and WHEREAS, the Parties desire to amend the Agreement as hereinafter provided; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein,the sufficiency of which both Parties acknowledge,the Parties agree as follows: 1) The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Unless otherwise expressly defined herein, all terms used herein shall have the same meanings given to such terms in the Agreement. 3) Section 2.8 of the Agreement is hereby amended as set forth below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added, 2.8 "Effective Date" shall mean Januai-v 16. 2018. the date the !art paf�y to this Agfeem �* 4) Section 3.1 of the Agreement is hereby amended as set for below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added. Section 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within twe-(2)three.4 3 years of the Effective Date of this Agreement. Deyelo)er shall dilh-=tK, and continuously l.)ursue comt)letion, of_construction of the Pro'ect after issuance of the first building permit, subject to force maieure. 5) Subsection 3.1.1 shall remain as set forth in the Agreement. 6) Section 9 of the Agreement is hereby amended as set for below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added. 01233511-3 Section 9. Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project, or within two (2) three 3 years of the Effective Date of this Agreement if the Developer has failed to commence construction of the Phase I Improvement subject to force majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more of the following occurrences: a. The default of either Party, if such default is not cured within the time prescribed by this Agreement: b. The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. 7) Except as expressly set forth in this First Amendment, the Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the Developer and the CRA. This First Amendment may be executed in any number of counterparts, and one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Agreement and this First Amendment,this First Amendment shall control. 8) Nothing herein shall alter the terms and conditions of that separate Purchase and Development Agreement dated January 16,2018,by and between Ocean One Boynton,LLC and the Boynton Beach Community Redevelopment Agency, which Purchase and Sale Agreement references and sets deadlines based upon time frames contained in the Agreement. IN WITNESS WHEREOF,the parties hereto set their hands and seals the day and year first above written. 01233511-3 WITNESSES OCEAN ONE BOYNTON,LLC a Florida limite- liability company w _ By: _ Print Name: t s t Print Name: M MF .... � - Title patu ciol.-6 6 b— Pr it Name: 0.t q-i c t aNoble- STATE OF i 0'— COUNTY OF The foregoing instrument was acknowledged before me by means of physicaal presence or ❑ online notarization, this-Iffk day of 20020 , by �IV c l _J r as representative for the OCEAN ONE BOYNTON, LLC, who is personally known to me or who has produced as identification.; r � r oaN "C LISA E.DURAN7 ?° Notary Public-State of Florida otar Public, State of Florid Commission#GG 930056 y My comm.Expires Nov 1,2023 d yl Bonded through National NotaryAssn. Name Commission o. Commission Expiration �3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01233511-3 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOP N J By: Print Namj* ) - r Prin me r j g Title: PrintName: an STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization,this day of ,20 as representative for the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCYs personally known to me or who has produced - a iden ' kation. r I .fi N t r PU 11 OfTwrtda 9 N1 Name Commission No. Commission Expiration *wl Bonnie Nicldien NOTARY PUBLIC STATE OF FLORIDA Comm#GG108394 Expires 5/25/2021 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 01233511.3 DUNAY Gary Donny Hope Cathoun Christina BiLenk€ MISKEL €onnde MiskeL Dwayne Dickerson Lauren G.Odonn Scott Backman Eta Zachariades Nicole Jaeger L.LP Eric Coffman Matthew H.Scott Rachael.Bond Patmer January 5,2021 By email Chair,Steven B.Grant Vice Chair,Ty Penserga Board Member,Justin Katz Board Member,Woodrow Hay Board Member, Christina Romelus Community Redevelopment Agency City of Boynton Beach Re: Update on Purchase and Development Agreement and Tax Increment Revenue Funding Agreement regarding Ocean One Boynton, LLC Dear Chair Grant,Vice Chair Penserga,and Board Members: As you will recall,at your last meeting,the Board discussed the Tax Increment Revenue Funding Agreement("TIRFA") expiration currently scheduled to expire on January 16, 2021, and the status of the Purchase and Development Agreement("Agreement")between the Boynton Beach Community Redevelopment Agency("CRA") and Ocean One Boynton, LLC ("Developer"), including commencement of construction of the public plaza on the CRA's parcel. In response to your inquiry,on behalf of my client, I agreed to respond back to the Board with my client's plan related to the Agreement and TIRFA and its plan for redevelopment. As it relates to redevelopment of the subject property, my client is in negotiation with a venture partner to move forward with redevelopment. To that end, my client and the venture partner have evaluated the economics of the transaction, and even with the tax increment incentives allocated in accordance with the TIRFA, the project as currently approved is not economically feasible given the rent rates applicable to the area. As such, my client has concluded that it makes no sense to proceed under the current TIRFA and in an effort to be fully transparent is prepared to let the TIRFA expire. Rather than working with the framework of the TIRFA, my client and its venture partner are in the process of considering other alternatives in response to the current economic environment and would prefer to work out all the details and return to the Board at a later date with a plan that is economically viable and will result in the redevelopment of the subject property. As to the Agreement, my client is requesting a six month extension to the condition to the Agreement requiring the commencement of construction of the public plaza to give my client sufficient time to submit its alternative proposal. We are happy to attend your next meeting to discuss this request further. Sincerely, Bonnie Miskel, Esq. BM/rmm cc: Mike Simon, Executive Director Tara Duhy, Esq. Mr. Davis Camalier 14 5.E.4th Street,Suite 36,Boca Raton, FL 33432 Tel: 15611405-3300 Fax: i561i 409-2341 +rwwArribblavr.com FonoFF�ct;uAEaN,c UNIVERSAL COUNTY-WIDE MUNICIPAL r BUILDING PERMIT APPLICATION_FORM FBcversion: PermltTY1H _- January 2020 Edition Accepted By: __ _ Application Date: Approved for use throughout Palm Beach County and Municipalities Application M KIND of PERMIT(CHECK ONE): PROPERTY OWNER: RIMARY PERMIT TENANT: �_ (]SUB-PERMIT-If Fee&Value of a Sub-Permit are ADDRESS: UNIT: ' covered under a Primary Permit,complete boxes 13,4,S.6 & CITY: ALjAAl STATE:. ZIP: 8 only to apply.If not covered under a Primary Permit, — complete the entire application to apply. PHONE: FAX;- PRIVATE AX;PRIVATE PROVIDER:❑PLAN REVIEW❑INSPECTIONS EMAIL: —_ a -- I s TRADE(CHECK ONES: PROJECT NAME: ❑STRUCTURAL ❑ROOFING ❑ELECTRICAL PCN; b 1-- -9 _ _ C2 A - (3 MECHANICAL ❑PLUMBING ❑FIRE QGAS LEGAL DESCRIPTION, OTHER: PRIMARY PERMIT#: 3:10PROJECT QDRESs: #L t--z_ crry: 2- fw FURTHERWORK_DESCRIPTION: Type of Work:tSNew ❑Addition [3Alteration ❑Repair ODemo ❑Temporary ❑Other VALUE: e PERMITTEE: NET S.F(for SFD's): SEEfEESCHEDUtE_ ASAPPUU ASAPPLIES_ _ ❑ OWNER BUILDER PER FL ST.489(AS NAMED ABOVE,FOR CONTACT INFORMATION SEE BOX 2) ONTRA OR(CERT.HOLDER); License#:_ 2 DBA(COMPANY NAME): Contact Person: CITY: STATE' ZIP• ADDRESS: EMAIL: PHONE: FAX: ra Application is hereby made to obtain a permit to do the work and installations as indicated.l certify that no work or Installation has commenced prior to the Issuance of a permit and that all work will ba peiformad to moot the standards O; all laws regulating construction In this jurisdiction. I understand that a separate permit must be secured for ELECTRICAL WORK,PLUMBING,SIGNS,WELLS,POOLS,FURNACES, BOILERS,HEATERS,TANKS,and ajR Cs- aror riirwr^'" *- OWNER'S AFFIDAVIT:I certify that all the foregoing information is accurate and that all work will be done In compliance with all applicable laws regulating constr ction and zoning. a Islll of owner 4A&&Mj pnd""s a «i -- Islar►►tun aF c ccai Print Namg: f 4 � 4A, Print Name: g NOTARY REQUIRED IF$2,500 OR MORE,OR FOR All OWNER/ NOTARY REQUIRED IF$2,500 OR MORE,OR FOR ALL OWNER/ BUILDERS R SS OFNALUE TATE OF FLORIDA BUILDERS R D SS 0 VALUE TATE OF FLORIDA COUNTY OF COUNTY OF Sworn to r affirmed and subscribed before m his, Sworn to r affirmed) ' and subscribed before met day of :' ®, 20 �, by 9p i day of ,q n� 20 ,by ? °' �I r _ Via,.• I � t�"••..,,:��`` I me 71:aA21"—,-- � Ing m � 9 J - YX I . F ( ytnature of Notary Public-State of Florida) ; (SlBnature of Notary Public-State of Florida) - RigT (Print,Type,,or Ste missloned Name of N 1 !a (Print,Type,or Sta2OR mmissioned Name of N Pu Physical Presence OR Online Notarization Physical PresenceOR Online Notarization Personally Known OR Produced Identification Personally Known Produced Identificatlon Tvoe of IdentMratinn Kilbourne And Sons Asphalt Maint. Estimate P.O.Box 6219 Estimate No: 1237 Delray Beach FI 33482 Date: 03/29/2021 PBCC U-16045 Broward CC 02-1726-W Phone 561-498-7040 Cell 561-279-5784 Fax561-278.7034 Kilboumepaving@aol.com For: Gulfstream Management Ldurant@wrepl Ic.com Boynton Trails Jab Location 114 N Federal Hwy Boynton Beach Rate Amount quantity Description 1 $25,350.00 $25,350-00 Construct free forts concrete sidewalk through ProPosed Park. Includes excavate,form,pour and finish concrete sidewalk 600'x 5'x 4". 3000 sq ft 1 $0,00 $0.00 A 1 $0.00 $0.00 Does not include tree removal or relocation 0 Qo Does not include plans,permits,testing,as builts,lay out,engineering,landscape,irrigation,any changes $O,t $ g or any item not specified.Payment due upon completion, required by permitting agency, $25,350.00 Subtotal $25,350.00 Total Total $25,350, 00l 1/1 Southern Palma Landscaping Estimate 700 E Atlantic Blvd.Ste.201 Pompano Beach,FL 33060 LIS 954-900-6400 e.wade@southernpalmslandscaping.com (fi \4 er A��dI Boynton Trail Centre 9804 S.Military Trail.Suite E2-10 Boynton Beach,FL 33436 ESTIMATE# OAT 1582 04/02/2021 CITY RATE AMOUNT PATEACTIACTIVITYDESCRIPTION 04/02/2021 � In (9)Sabal Palms with 6-8'of 9 375.00 3,375.00 Clear Trunk 7,350.00 Install(14) Live Oaks 30 Gallon, 12' 14 525.00 04/02/2021 tall, 5'spread,4'trunk 04/02/2021 LandwOng Install(20)Clusia 3 gallon 20 18.Q0 360A0 approximately 18"tall, 1 0.00 0.00 The Clusia are a shrub used for 04/02/2021 hedges and not a ground cover, please make sure this would be acceptable.There are 3 gallon sizes available and would be more cost effective. 1 0.00 0.00 Irrigation is required prior to 04/02/2021 installation of any plants. Otherwise,SPL cannot provide a warranty. 0.00 0.00 SPL would need same sort of 04/02/2021 L layout prior to Installing the plant material. Please verify all plants meet the city's requirements. SPL will not be responsible after installation if they do not meet city requirements. TOTAL $11 ,085.00 Accepted By Accepted Da "DISUPPLY. 4 XPEDX Florida Park Bench, Green Plastic Free Shipping Resin,10919055 Qb in lower 48 states Next-day delivery' BART 293839 BRAND XPVOX $303.00 ea Hassle-free returns • Florida Park Bench • Plastic Resin Strong, Durable Bench • 4' Length • Park Benches Are Great For Provides Maximum Comfort • Offices, Gardens Or Pool Areas Mfg#10919055 Green Make& Model Certifications&Standards packaging Dimensions Brand XPEDX AbilityOne Height 0.008 y 9 roved 0.027 county of origin GERMANY ADA App Length Manutacturttr Part '1o919o5S GSA scheduled size Measure IN No Made in the USA Weight 47.000 UNSPSC 56112109 TAA/BAA compliant Weight Measure LB Specifications UL Listed Width 0,060 color/Finish White HazMat Color White Hazardous X , IRRIGATION PROPOSAL Wallace Yard Maintenance LLC 733 West 9th Street Riviera Beach, FI 33404 Phone: (561) 670-5510 Oates. 041082021 Job Name: Address: d Lot SE Corner Of Boynton 114 N Federal Hwy Blv Beach Boynton Beach, FI 33435 Jpg DESCRIPTION: will consist of installing anew battery powered irrigation system off a%city In detail the project9 It will be a five zone system with six rotor heads per zone ensurin IIcover that can on all water meter six zone battery plant material on site. The system will be controlled by a 9v battery run up to a year with changing the battery. If needed, bubblers will be placed on oak trees showing any signs of struggling. ose,to furnish labor and materials in complete accordance with the above specifications We pro p Proposed Cost: $3100 tance of Proposal:The above prices and specifications are satisfactory and are hereby Accep accepted. Cute Signature PU 2C14ASEAND DEVELOPMENT AGRCCMCNI' Ram 3]of 77 ' r Yl t to b err r z� ,4 tp + , ry L n { rt}��R; t �r dr fll r 1 x-f in j. a FA to r 1 A 4 �s• �1. ...ra,t Rumpf, Michael From: Pinder, Craig Sent: Wednesday, September 08, 2021 12:51 To: Rumpf, Michael Subject: RE: "Plaza" at Ocean One I Permit#21-2330 The application was submitted on May 13th,all comments were issued on June 1st and sent to the applicant's email (kilbourneoavir@aol,cor ). I provided additional comments on June 17th after speaking with Amanda, and those additional comments were sent to the applicant on June 18tH Craig Pinder Planner II Development, Planning&Zoning ' Mailing Address: 13.0. Box 310 I Boynton Beach, Florida 33425 Physical Address: 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-742-6264 PinderC@bbfl,us oynton-beach.org/ 000 13 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: Pinder,Craig Sent:Wednesday,September 8, 20218:27 AM To: Rumpf, Michael<RumpfM@bbfl.us> Subject: FW: "Plaza" at Ocean One I Permit#21-2330 Good morning Mike, The P&Z reviews for the plaza at Ocean One is copied in the email below.There hasn't been any movement on the permit since the initial submittal. From: Pinder,Craig Sent: Friday,August 6, 20218:28 AM To: Radigan,Amanda<RadiganAbbfl,us> Subject: "Park" at Ocean One I 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 1 5/26/2021, 1:51:27 PM BYB2KDZ Reviewed by Katie Hatcher(tiaherk2bbfl, ) 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: AWIVW00 WuMbtf 31 OW02330 AddreU2221-4 FE EPA'L HY N 55 RCN Application Type COW.,,, CiE€-.4000vie* XT Lot Number Tenant Narne,Number N Federal pon, Veamnlepath Step equiredmate Option Ry a ltw Steps Agent? Iptlon `_ In` Corno;eu n 4 SUBMITTAL QUICK ENTR 000 A OD N OM21 000 4 00 05132t PLANt4JNC&Z0NkNG 000 a 00 t4 050321 1* PLANNING&ZONIN'v 000 a 01 %i �°St,7 i EL E T iCAL 000 C 00 N 050321 0615 OLUMB!"G 0e30 D 011 0503211 ovi S-TPUCIVPA. 000 F 00 N 0$0321 1a ENGINEEWNC r4 Cr,;r7 1s rooas1rep 000 is 00 050321 061; I V NOTSC �.FORCOHENT 06011T 1! s NolliClEfORCOIAMENTS 000 N 01 4 OW211 Wro 2 LEWISAttorneys at Law L LW LONGMAN Ilw-law.com WALKED[ 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. V a to contact me with any questions. I look forward to hearing from you. urs, y 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 Things Differently' From: Zmoa luby To: Shutt,Ihuy; Niddhn^Bonnie Subject' FW: Update onthe Plaza atOcean One Date: Tuesday,September 7,zozz*:so:s*pm From: Bonnie Miske| <bmiske|@dmbb|avv.com> Sent: Tuesday, September 7, 2O214:37PM To: Tara Duhy<tduhy@||vv'|avv.com> Cc: Mike Ross <mross@vvrep||c.com> Subject: Update onthe Plaza atOcean One FExternal Email Good afternoon, In response to your request for an update, my client's permit application is in for permit review. While vvehave received and been signed off onsome ofthe review comments, vvehave 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. | will keep you apprised ofour progress. |fyou have any questions, please let meknow. Sincerely, Bonnie MiskclEsq. Dunay Miskcland Backman, LLP 14 SE 4th Street Suite 36 Boca Raton, Florida 33432 i Main line: (561)405-3300 Direct line: (56|)405-332| Mobile: (561)306-7087 DISCLAIMER:This email iscovered by the Electronic Communications PrivacyAct,18 U.S.C. and is legally privileged. The information contained mthis email isintended only for use orthe individual o,entity named above. nthe reader orthis message is not the intended recipient,o,the employee o,agent responsible for delivering umthe intended recipient,you are hereby notified that any dissemination,distribution,o,copying orthis communication/sstrictly prohibited. nyou receive this email merror,please notify the sender immediately at the phone number above and delete the information from your computer. Please uonot copy o,use ufor any purpose nor disclose its contents many other person. cowpmswnxury woncs: This email message mmumno any attachments/s 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 o,distribution isprohibited. 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. DUNAY Gary Dunay Hope Cathoun Christina BEtenk€ MISKEL €onnie Misket Dwayne Dickerson Lauren G.Codon Scott Backman Eta Zachariades Nicole Saeger L.LP Eric C&I'man Matthew H.Scott Rachael.Bond Patmer October 6, 2021 By email to: shuttt@DbbfLus Thuy Shutt, AIA FRA-RA Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue Boynton Beach, FL 33435 Re: Update on Ocean One construction of Plaza Dear Thuy: As you will recall, a condition of the Purchase and Development Agreement ("Agreement") between the Boynton Beach Community Redevelopment Agency("CRA") and Ocean One Boynton, LLC("Developer"), included commencement of construction of the public plaza on the former CRA parcel ("Plaza") in the event Developer failed to commence construction of any of the improvements within the approved site plan. As development was not commenced timely, my client submitted an application for a permit to construct the Plaza in accordance with the plan that was attached to the Agreement. After receiving a number of comments associated with the permit application and speaking with both you and the City of Boynton Beach Planning and Zoning staff, we have come to the conclusion that in order to address permit comments, multiple additional plans would be required that were never envisioned by the Agreement. One such plan is a full site plan inclusive of all documents associated therewith for the Plaza. Other plans include irrigation, lighting, landscaping and potentially drainage. While the construction of the Plaza is intended to be temporary in nature, a new site plan for the Plaza would normally nullify the underlying site plan to the extent that they overlap which is obviously in conflict with the City's, CRA's, and owner's ultimate interest in the site being redeveloped. As my client does not want to nullify the underlying plan, an alternative proposal we wish to present to the CRA is to pay the CRA the value of the park improvements (attached to the permit application) in the amount of$39,000 to use for any other CRA or City open space plaza or park. I understand that you intend to provide the CRA with an update at the October 12, 2021 meeting. I will be attending the meeting to discuss this proposal if it pleases the Board. Sincerely, Bonnie Miskel, Esq. BM/rmm cc: Chair, Steven B. Grant Vice Chair, Woodrow Hay Board Member,Ty Penserga Board Member,Justin Katz Board Member, Christina Romelus Tara Duhy, Esq., CRA Attorney Mr. F. Davis Camalier Mr. Michael Ross a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.A. SUBJECT: 2021 1 EDC Award Announcement SUMMARY: The CRA submitted award entries to various industry associations that annually honor and recognize the accomplishments of organizations such as the CRA(see Attachment 1). International Economic Development Council (IEDC) Excellence in Economic Development Awards International Economic Development Council (IEDC) recognizes the world's best economic development programs and partnerships, marketing materials, and the year's most influential leaders. These awards honor organizations and individuals for their efforts in creating positive change in their communities. The Boynton Beach Community Redevelopment Agency received t he Silver Award in the Business Retention & Expansion Initiatives Retention & Expansion Initiatives Catego�for the Small Business Disaster Relief Small Business Disaster Relief Forgivable Loan Program for the population category of 25.000 - 200.000. This award honors economic development initiatives that focus on retaining and growing existing businesses within communities and regions. Applicants demonstrate extensive cross-community collaboration and the ability to adapt through effective innovative programs and initiatives (see Attachment 11, Page 87). Executive Director, Thuy Shutt attended the I EDC Conference on October 5, 2021, in Nashville, Tennessee to accept the award (see Attachments I I I and IV). FISCAL IMPACT: FY 2019-2020 Budget, General Fund, Line Item 01-51010-216, $700.00 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 -2021 IEDC Program D Attachment II - Program Awards Recipients D Attachment III - IEDC Award Photo D Attachment IV - BBCRAAward Plaque ss(s1\ti ,..s4 tszt))r: z �7)�1�`i�i�zS1�F�y�zftll)t �-r 1 11�t1d2 S s1 s 2ztz i9 y>>x d� �vli s1i c ,, �t�it1�1}�t�1 is}�isis�l l s�U 1x11 11�t11z�„r} sr i 4 4 �p sf`�t 2ztz iil 1t�il 'r t lz ` )�Su 1a1s s11aw„Sii� �.Ii(1'11�dl�,da�ta�a,!ll,u,�r � i i,'� k tIi(1'11�dtJ,idi�ia9'a!ll,u,t� � S+ 14 2 tr 1S ��it�1� �,zt0 l t��1� ti} s }wt3 1 i)11i�11115i���£�iJt<t1js, ��ygt 'sf�I)S1s�Uhttii+lsi,� y�1)b\1oflY�d fl S)tt ,r i f' 1sy�vVsS'�f 2S z t �S�81F ME '.tt`svvti}111 Ott�i}y, t} �4 zi4s tz z)t MOA ibi{I1 y1ts7i l.�f��li'Sj uls\y 1. 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V Q O E v c p O' E Ou O_�O O K W O O O .. 4 a N o w Q o 3" " °E E E E a o o ° o U- E E n o E o-''u ' w ° E _ o s m- i o Em w o ° ' ° a 0 m U O p t Q mlN r) LU 0 Cf) Lu 0) D (a) C :E Lr) A, L—,, :3 LU cf)0 ry -0 LU 'o u 7 u > '(a)Q LUry (a) - 13) LU NL ry r) Q < EL ylNs Ljj 1K N"W', KIAR > Z, ssr u lMt� A m,3 011 E3 < 66 e Awall 0 &Zm a Nz� ORO\ HA uj �"n 1,0 11 % 10 IEDC Awards Binder Program Awards ro ra m Awa r s Multi-Year Economic Real Estate Redevelopment Development and Reuse Business Expansion and Economic Equity Retention and Inclusion Entrepreneurship Resiliency, Recovery and mitigation Neighborhood and Retail Development Innovation Programs and Initiatives Talent Development and Retention Creative Financing 78 Program Awards Multi-Year Economic Development MultimmYear Economic onk, uevelo-l- ment Population: <25,000 Silver Giddings is Development t Corporation )R&{49k&...... Giddings Economic Development Corporation Healthcare Expansion < 25,000 Giddings, TX Rural communities across the US are losing healthcare providers. We lost our hospital in the 1980's after a downturn in the oil & gas industry and have watched as others in our region are shuttered. Recognizing that the situation is not going to improve and that our community deserves access to care, in 2016 we commissioned a healthcare needs analysis to determine the viability of existing facilities and to identify gaps in service. We relied on the study to help convince the owner of a defunct and blighted nursing home to demolish and remove the building. We then recruited an award-winning Urgent Care, helped fund a new $2.5 million 16 bed assisted living facility, and provided grants to several small clinics seeking to renovate older buildings and expand their services. The City agreed to continue its annual stipend to Texas' oldest, privately owned EMS, which expanded its operations into a new building. In 2020, we provided $30,000 in grants to our healthcare providers to secure PPE and to train clinicians and caregivers; and a $50,000 broadband grant to increase the community's access to telehealth and telemedicine. Our efforts have increased tax revenue and jobs, but more importantly, they've saved lives. 79 Program Awards Multi-Year Economic Development MultimmYear Economic Onk, uevelo-l- ment Population: 25,000 - 200,000 Silver E Nc North r Chamber of Commerce The Pourer of Region City of Goodyear & Merit Partners, Inc North Country Chamber of Commerce PV1303 Business Park-Loop 303 Industrial Corridor North American Center of Excellence for Transportation 25,000 -200,000 Equipment Goodyear, AZ 25,000-200,000 Plattsburgh, NY The PV1303 Business Park is a 1,600-acre master planned business park located near the confluence of Interstate NAmTrans a subsidiary of the North Country Chamber of 10 and Loop 303 in Goodyear, Arizona. PV1303 is home Commerce dedicated to serving and growing the cluster to world-class businesses like Sub-Zero, Dicks Sporting of over 55 transportation and equipment manufacturers Goods, REI, Ball Corporation, UPS, Amazon, and Microsoft. across the 7 most northern counties in NYS. The cluster Since the first business located at PV1303 in 2011, is anchored by internationally recognized OEMs such development has not stopped. PV1303 has been one of the as Alstom, the Volvo Group, Knorr-Bremse and Wabtec most active business parks in the West Valley of metro- and supported by dozens of local suppliers. NAmTrans Phoenix for the last decade. Eighteen companies have provides support services such as help with employee now located along the Loop 303 providing employment recruitment, filling vendor gaps, training assistance, and for thousands and investing more than $1 billion in the networking & B2B opportunities. community. The PV1303 one of the highest property tax generating areas of Goodyear, significantly increasing the city, school districts, and county tax bases. 80 Program Awards Multi-Year Economic Development MultimmYear E%,cwonomImC Onk, uevelo-l- ment Population: 25,000 - 200,000 Silver SURPRISE ARIZONA City of Surprise City of Surprise Annual Petail Survey 25,000 - 200,000 Surprise, AZ The Surprise, Arizona Economic Development Department developed a unique annual local Surprise Retail Survey and accompanying promotional campaigns to create an important crowd-sourced, unified marketing message about the community's desires and growth needs. The three Surprise Retail Survey goals were (1) to focus the enthusiasm of the city's leaders, elected officials and residents towards a concentrated objective, (2) to create greater market clarity for the retail business and development communities and as a result generate prospect meetings that drive results, and (3) to support and promote local favorite businesses. By providing retailers, developers and brokers authentic, primary retail data, the goal was to reset the conversation about the Surprise market and demonstrate a proactive economic development retail attraction model. Additionally, the recognition of our top local restaurants and retailers created a business retention opportunity as well as a must-visit list of top local favorites for our seasonal Spring Training tourism market. 81 Program Awards Multi-Year Economic Development MultimmYear E%,cwonom1mC onk, uIevelo-l- ment Population: 200,000 - 500,000 Gold THE CITY OF J' � F% mrm 'ULK � ECONOMIC,DEVELOPMENT The City of Norfolk Department of Economic Development Norfolk Works 200,000 - S00,000 Norfolk, VA Norfolk Works has been an integral part of the City of Norfolk's Economic Development portfolio since December of 2016. It has become the bellwether of workforce development programs for the region and the Commonwealth of Virginia. Since its launch, it's focus and mission has been to have a meaningful impact on Norfolk residents, especially those residents from historically underrepresented communities. Norfolk Works continues to focus on coordinating the variety of local talent sources to ensure new and expanding businesses are supplied with the diverse candidates they need to further grow and invest in Norfolk. The primary components of Norfolk Works are its Community Career Center, Business Services, and the Norfolk Workforce Investment Network (WIN). Ultimately, Norfolk Works is designed to align economic and workforce development efforts, champion the recruitment of diverse Norfolk talent to support business attraction, retention and expansion, and collaborate with its regional workforce partners to help Norfolk citizens prepare for and connect to in-demand employment opportunities. 82 Program Awards Multi-Year Economic Development MultimmYear E%,cwonom1mC onk, ulevelo-l- ment Population: >500,000 Silver Bronze USINESS DEVELOPMENT BOARD PALM BEACH Investissement COUNTY Ouebec . Your Economic Development Resource Business Development Board of Palm Beach Investissement Quebec County Propeling our innovative manufacturers Behind the Gates Program > 500,000 > 500,000 Montreal, Quebec Canada Palm Beach County, FL The Propulser nos manufacturiers innovants initiative The Business Development Board, Palm Beach County's (Propeling our innovative manufacturers) was launched official economic development organization, recruits by Investissement Quebec to spur the province's corporate relocations through a creative program manufacturing sector and contribute to wealth creation. It called "Behind the Gates". It's a multi-year initiative that also aims to encourage private investment, make Quebec targets CEOs with second homes in Palm Beach County, manufacturing companies more competitive and help encouraging them to move their business, too. This has them meet three main challenges: Address skill gaps and resulted in thousands of jobs for Palm Beach County, FL. the labour shortage, Innovate in products and processes, Increase exports. The Propulser nos manufacturiers innovants initiative was designed for and by entrepreneurs and centered on the creation of an industry roundtable representing ecosystem stakeholders and some 30 businesses. Investissement Quebec is a government corporation that plays an active role in Quebec's economic development. The corporation has a network of offices located across Quebec's 17 administrative regions. They provide personalized financing and investments to support the development of businesses of all sizes, as well as cooperatives and social economy enterprises. Investissement Quebec also offers consulting services to help businesses manage their industrial innovation and transformation processes. Through its Investissement Quebec International arm, the Corporation also strives to bring more foreign talent and investment to every region of Quebec and offers specialized assistance to Quebec businesses looking to diversify their markets and expand their exports. 83 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: <25,000 Gold Silver 1001, Economic BudaTxA Development Corp. Denison Development Alliance City of Buda/ Buda Economic Development Ecommerce Accelerator Incentive Corporation < 2S,000 Still Budaful Stimulus Program Denison, TX < 2S,000 Buda, TX The Ecommerce Accelerator Incentive program was created to encourage business sustainability The City of Buda and the Buda Economic Development by establishing and promoting ecommerce sales to Corporation developed a Still Budaful Stimulus Program complement their brick-and-mortar sales. The pandemic to assist small businesses within the City of Buda during had severely limited storefront sales and Denison the COVID-19 pandemic. The program provided financial Development Alliance (DDA) was seeking new ways to assistance to businesses severely impacted as a result assist. After reading an April 9, 2020 National Main Street of the Stay at Home, Work Safe order implemented by Blog "The Impact of COVID-19 on Small Businesses" DDA Hays County, the City of Buda, and State of Texas. The began focusing on an ecommerce solution. GoDaddy's program has provided over $840,000 stimulus funds to Venture Forward March 31, 2020 Report: "The Surprising approximately 120 businesses in Buda. Impact of Everyday Entrepreneurs" showed increasing ecommerce promoted higher levels of economic prosperity and median household income gains. The result, a program encouraging ecommerce to support small business survival while building stronger businesses post-pandemic. The 7S/2S matching grant for Ecommerce marketing and fulfillment funds up to $6000 of an $8000 project within two levels. Level One (LAUNCH E-commerce) encourages businesses to gain or improve their ability to conduct business online and begin digital promotions guiding shoppers to their website. Level Two (AMPLIFY E-commerce) focuses on expanding and growing online sales through enhanced marketing and promotions. DDA is a Type-A Texas Economic Development Corporation funded by a 1/2 cent economic development sales tax. This program is within DDA's marketing budget and has assisted more than 16 businesses. 84 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: <25,000 Bronze KerrECONOMIC CORPORAT,ONEVELOPMENT Kerr Economic Development Corporation KerrEDC Business Retention Expansion Program < 25,000 Kerrville, TX Our business retention and expansion initiatives began in 2017 and culminated during 2020 as we worked through the global pandemic and moved from crisis management to recovery and resiliency. Each component of our BRE program has a target goal and purpose with an overall goal to increase jobs in the area,job retention, talent retention, encourage entrepreneurialism, increase sales tax revenue and promote interagency collaboration. Our program is comprised of several initiatives including the KerrEDC TopForty Awards, Kerrvilletogether.com website, KerrEDGE Entrepreneur Center, Quarterly Industry & Inclusion Roundtables, Economic Dialogue Video Podcast, and First Annual Business & Innovation Forum. Many of these events are "first of their kind" for Kerrville that seek out young talent and entrepreneurs while continuing to provide opportunities for collaboration, which has been a fundamental factor in Kerrville's recovery efforts. 85 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: 25,000 - 200,000 Gold E ALLUI i ECONOMIC DEVELOPMENT CORPORAI ION -" moving forward Greater Gallup Economic Development In January 2020, Escalante Generating Station announced Corporation plans to close within a year, costing the region 109 GGEDC Business Retention& Expansion program saves jobs. Its closure threatened the operations of McKinley McKinley Paper Company Paper Company which needed steam from the plant. 25,000 - 200,000 McKinley Paper had been a major local employer for 27 Gallup, NM years. Deputy Director, Michael Sage, CEcD, and GGEDC determined what it would take to keep McKinley Paper in In 2012, Greater Gallup Economic Development the community. Sage worked with colleagues at the state Corporation (GGEDC) incorporated as a 501(c)3 non-profit level to leverage economic aid. The State of New Mexico corporation. Based in Gallup, NM, GGEDC is the principal pledged $5 million from the Local Economic Development economic development organization for the City and Act. Knowing a new power plant would be in place, the Greater Gallup/McKinley County area of NM. Before McKinley Paper committed to stay for at least 10 more 2012, economic development efforts were unfocused with years, and to continue to provide 125+ well-paying jobs, economic development responsibilities scattered among as well as to access state job training funds to create 10 four public organizations. Since its founding, GGEDC additional jobs. has provided a professional economic development program with focused leadership and a dedicated budget In January 2021, the state awarded those training funds. comprised of public and private funds. All GGEDC The $5M award was among the Top 5 largest awards ever executive staff are IEDC- Certified Economic Developers issued by the state of New Mexico. By retaining McKinley, (CEcD). GGEDC helped to ensure the economic health of Cibola and McKinley Counties. McKinley County collects the GGEDC has successfully recruited various e-Base property taxes on both facilities. Most of McKinley Paper's businesses, with an emphasis on FDI, and has helped workforce lives in Cibola County. Michael Sage was later develop critical transportation and logistics infrastructure. named NM Economic Developer of the Year. GGEDC runs strong, impactful business retention and expansion (BRE) and workforce development programs. The mission of the Greater Gallup Economic Development Corporation (GGEDC) is "to drive economic growth through building on local assets and strategic partnering to target attraction, recruitment, retention & expansion of industrial employers that provide economic-base jobs in the Gallup-McKinley County area, and to support & promote a business-friendly environment. 86 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: 25,000 - 200,000 Silver Bronze �t tgj 3)sOl YNTaN ��BE H _ 17 COMMUNITY REDEVELOPMENT AGE NCY OneRedmond Boynton Beach Community Redevelopment OneRedmond Agency Small Business Walk Program Small Business Disaster Relief Forgivable Loan Program 25,000 - 200,000 25,000-200,000 Redmond, WA Boynton Beach, FL Beginning in the summer of 2020, OneRedmond initiated a Recognizing the significant economic impact of the new Small Business Walk Program designed to meet safely COVID-19 pandemic on our local businesses, the BBCRA in person with as many of the businesses as possible in Board approved the creation of the Small Business each neighborhood/commercial corridor and provide them Disaster Relief Forgivable Loan Program (SBDRLP) and with tailored assistance based on their specific questions the allocation of$1 million in program funding. Using these and needs. funds,the BBCRA provided eligible businesses a forgivable loan of up to $10,000 to offset costs associated with utility, Displacement was a key issue due to light rail construction payroll, or inventory expenses. Within six weeks of the in the area. However, once the pandemic hit, OneRedmond application opening date, the BBCRA distributed $1 million pivoted the Small Business Walk Program to add the in loans to 101 businesses. The modest grant was a lifeline distribution of Personal Protection Equipment to our to our small businesses as navigation of other federal or businesses including masks, sanitizer and an information state programs' application process was overwhelming packet with relief and recovery resources. and some of our small businesses did not qualify for the programs offered. The BBCRA also approved a COVID-19 OneRedmond partnered with the local Small Business Commercial Rent Reimbursement Relief Grant Program Development Center advisor who is also housed in the (CCRRRP) to current and/or previous Commercial Rent OneRedmond office. Together, the team visited over 100 Reimbursement grant recipients from the past five years businesses to help answer questions about federal and with an additional six months of 50% matching rent local financial programs, and other business topics. During reimbursement assistance for the months of March-August these walks, the OneRedmond staff also surveyed the 2020. This emergency rent reimbursement program businesses to help identify new programs and webinars assisted an additional 42 businesses with relief funding that were needed to help our small businesses navigate totaling $289,119. resources during the pandemic. 87 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: 200,000 - 500,000 Gold HAVENMF,,v" G R E AT E R NEW We take care of business. Greater New Haven Chamber of Commerce Small Business Resource Center at the Greater New Haven Chamber 200,000 - S00,000 New Haven,CT In collaboration with our regional utility partners, United Illuminating Company (electric utility) and Regional Water Authority, the Chamber developed the Small Business Resource Center to respond to our community and engage with and support the Region's small business Community. Instead of waiting for businesses to ask us for help, the idea was to proactively ask them what they needed and then deliver the services. During the months of February - April 2021, our program reached out to 1,000 businesses. We proactively engaged with over ISO of these businesses which resulted in 180 resources or connections that were provided to assist them through this time. The impact of reaching out to these businesses was groundbreaking. It created a pathway for present and future solutions, created relationships where none had existed before and maintained these companies here in our Region. Each of the companies had an average of 3 employees, meaning the program potentially retained more than 3,000 jobs. In addition, we employed five college interns. They were trained in economic development and conducted the outreach, ultimately adding to the pipeline of potential economic developers into the future. New Haven lost 14,000 jobs in the last year; maintaining these connections to the 1,000 companies, and providing this emergency assistance, has been essential. 88 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: 200,000 - 500,000 Silver Bronze NEW ORLEANS BUSINESS ALLIANCE URREY sc "y 0 , filokb CULTURE. EQUITY. PROSPERITY. 1i1}i City of Surrey New Orleans Business Alliance Surreys SPARKBIZ Program New Orleans Health Innovators Challenge (NOLAHI) 200,000 - 500,000 200,000 - 500,000 Surrey, British Columbia Canada New Orleans, LA Surrey's SparkBIZ program is the City's business visitation Now in its third year, the New Orleans Health Innovators program that aims to connect local businesses with (NOLAHI) is an annual digital health competition that resources, information and business opportunities while brings together some of the best startups from around the also collecting high level business intelligence from our country to collaborate with local healthcare leaders in New priority sectors and investment opportunity areas in order Orleans to find solutions to pressing healthcare challenges. to gain an understanding of our business ecosystem This year's event also featured a prominent keynote strengths and weaknesses. speaker, and panel discussions with challenge-winning In light of ongoing safety and health concerns due to the COVID-19 pandemic, this year's NOLAHI event was reimagined to include a more accessible and fully virtual two-day format and several new additions such as a virtual tour of New Orleans' rapidly-growing BioDistrict and a one-on-one chat with Kris Khalil, CEO of the New Orleans Biolnnovation Center. 89 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: >500,000 Gold p City of Austin Circular Economy > 500,000 Austin, TX The Economic Development Department and Austin Resource Recovery are supporting local circular businesses looking to grow and scale through their Business Retention and Expansion Program. Austin's Business Retention and Expansion program promotes business growth, capital investment, and job creation by connecting local business owners with the resources they need to succeed. We offer no-cost one- on-one business engagement meetings and provide assistance in navigating business incentives, workforce and talent, business connections, City permitting, and circular economy. A circular business is one that provides products and services to make zero waste in Austin possible by keeping resources in use in our economy instead of the landfill. These types of businesses include thrift stores, repair shops, recyclers, sharing services, and more. Circular businesses are part of a growing industry in Austin with a large economic impact, supporting over $1 billion in local economic activity and over 6,300 jobs. The program provides these businesses with no-cost one-on-one consultations in navigating business incentives, workforce and talent, business connections, and City permitting. 90 Program Awards Business Retention and Expansion (BRE) Initiatives Business Retention and Ex-mnsion Initimatives Population: >500,000 Silver Bronze ,,oO/OAOO I N D I } t Minas Gerais Investment and Trade Promotion Agency INVESTATLANTA AH.O.`s Development Authority Minas Gerais Investment & Trade Promotion Agency Invest Atlanta (INDI) City of Atlanta Recovery Fund Simplification of investment-related procedures for > 500,000 e-commerce projects in Minas Gerais Atlanta, GA >500,000 Belo Horizonte, Minas Gerais, Brazil City of Atlanta Mayor Keisha Lance Bottoms authorized the creation of the City of Atlanta (CoA) Recovery Fund The state of Minas Gerais has a privileged logistical through Invest Atlanta, the City of Atlanta's official location in Brazil - it is close to the largest urban centres, economic development authority, following the otherwise connecting national and international trade chains to the peaceful demonstrations last summer in response to the Brazilian consumer market hub. However, this potential has deaths of George Floyd, Rayshard Brooks, and countless historically been underexploited, and a large proportion others which highlighted systemic racism in American of private investments in the logistics sector have been society. With the COVID-19 pandemic devastating small lost to other Brazilian states. Faced with this issue, the businesses across the city following three-months, at the Minas Gerais Investment and Trade Promotion Agency time, of stay-at-home orders which cut business revenues (INDI), in liaison with other government departments and dramatically, many business owners also found themselves certain municipalities in the state, devised a project to with vandalized storefronts and stolen merchandise. de-bureaucratize and improve the business environment, Through reimbursable grants, the CoA Recovery fund was enhancing investment incentives for e-commerce established to help businesses quickly address damages companies. The programme combined an agenda of tax so they can continue to serve residents and communities incentives and simplification with intensive and ongoing with needed amenities and services. In what were actions to promote investments in e-commerce, and this especially uncertain times with businesses closing and attracted new enterprises, which increased state tax unemployment rising, the fund also helped promote trade, contributions and created jobs. In addition, with improved industry, and commerce to protect the much-needed jobs logistics capacities, shipping & delivery services have of hard-working constituents. improved for the citizens of Minas Gerais and neighbouring states. Invest Atlanta's mission is to advance Atlanta's global competitiveness by growing a strong economy, building vibrant communities, and increasing economic prosperity for all Atlantans. 91 Program Awards Entrepreneurship ■ Entre-'& reneu rsn i 1j Population: 25,000 - 200,000 Gold Silver CHIPPEWA "m Fie COUNTY ECONOMIC 7 Te r-,h i{ kgy O ay DEVELOPMENT B ROW N SV I L LE C O M M U N I T Y t . ar u�,s F Ils. `1,11 r ,9, CORPORATION IM PROVEM ENT CORPORATION AN ECONOMIC DEVELOPMENT ORGANIZATION www.chippewa,-wi.com Brownsville Community Improvement Chippewa County Economic Development Corporation Corporation Startup Texas Pound-Up Hatch Pitch Competition 25,000 - 200,000 25,000 - 200,000 Brownsville, TX Chippewa Falls, WI The StartUp Texas Program by the Brownsville Community The Round-Up Hatch Pitch Competition is an Improvement Corporation (BCIC) began as a seed entrepreneurial event that allows Western Wisconsin fund program for entrepreneurs hoping to scale in startups to pitch to local business owners, investors, Brownsville, Texas, and evolved almost overnight into an and elected officials. The Chippewa County Economic expansion of COVID-19 Relief Aid in the form of grants Development Corporation [CCEDC] holds this competition and forgivable loans. To date, the program has invested every year in order to give a voice to rural entrepreneurs in 10 startups, assisted over 900 businesses, saved over and hold a unique event in rural Wisconsin. 1500 at risk employees, and helped secure over $9.6 million in emergency funding. The program showcased a regional collaboration within the community, including the Brownsville Chamber of Commerce, the Greater Brownsville Incentives Corporation, and the University of Texas Rio Grande Valley Entrepreneurship and Commercialization Center. 92 Program Awards Entrepreneurship ■ Entre-,& reneu rsn i Population: 25,000 - 200,000 Bronze t 43! StBernard ECONOMIC DEVELOPMENT FOUNDATION St. Bernard Economic Development Foundation Startup St. Bernard 25,000 - 200,000 Chalmette, LA USA Startup St. Bernard, the Gulf South's largest "shark tank" style pitch competition, is back on August S, 2021 for the 7th time! Think you're up for the challenge? Now's the time to put your best foot forward and see if you have what it takes to bring home a game-changing prize package for your business. Startup St. Bernard seeks out dedicated, enthusiastic entrepreneurs who want to grow their business to the next level. Entrepreneurs are invited to apply for the opportunity to pitch their business to a panel of judges. 93 Program Awards Entrepreneurship ■ Entre-,& reneu rsn i Population: 200,000 - 500,000 Gold Silver ORLEANS vaughan BUSINESS ALLIANCEON) CULTURE. ECONOMIC & CULTURAL EQUITY. PROSPERITY. DEVELOPMENT City of Vaughan New Orleans Business Alliance Activate!Vaughan Innovation Program InvestNOLA Virtual Training Series 200,000 - 500,000 200,000-500,000 Vaughan, Ontario Canada New Orleans, LA Activate!Vaughan is a market-driven entrepreneurship Developed and launched in 2019, InvestNOLA is a highly program through which the City of Vaughan partners with customized small business growth program that provides industry leading enterprises and key innovation ecosystem support to local small businesses owned by people of stakeholders to present problem-based innovation color across New Orleans. The program was designed challenges. The program catalyzes innovation in Vaughan to accelerate the expansion of high-growth potential by creating collaboration, co-development and mentorship companies by connecting them to public and private opportunities for high-potential startups and scaleups and sector opportunities, innovative capital products, and at its core, is a cluster development initiative focused on advanced business management education. In the midst creating networks of firms of varying sizes in key sectors of the pandemic, as the city moved slowly to re-open to promote knowledge exchange, collaboration and commerce and early federal assistance programs wound innovation. down, businesses were in dire need of crisis management support. NOLABA adapted InvestNOLA into a virtual The City of Vaughan's Economic and Cultural Development training series for ALL local small business owners. The department offers one-stop services for businesses InvestNOLA Training Series featured high-level, subject- and entrepreneurs at all stages, with access to business matter experts in business growth and consisted of five information, resources, training and hands-on assistance total virtual sessions. to start or grow a business in Vaughan. We also help innovators take new ideas from conception to market by offering local commercialization support and access to a robust innovation ecosystem. 94 Program Awards Entrepreneurship ■ Entre-,& reneu rsn i Population: >500,000 Gold Silver LOUISIANA ECONOMIC ATLANTA DEVELOPMENT I PWIKI,wING ;7 ;\i . Louisiana Economic Development Atlanta Emerging Markets, Inc. LED Growth Network Civic Impact Loan Fund > S00,000 > S00,000 Baton Rouge, LA Atlanta, GA Formally launched in 2017, the LED Growth Network The Civic Impact Loan Fund is a collaborative effort (LGN) consists of companies that have completed between Atlanta Emerging Markets, Inc., Invest Atlanta, either Strategic Research, CEO Roundtables, or both. Center for Civic Innovation, and the Sara Blakely Companies meeting the eligibility requirements for these Foundation to make early-stage investments in high- programs are defined as "second-stage" companies. The impact social entrepreneurs and social enterprises. The LGN provides continued access to strategic business Fund provides civic-minded entrepreneurs with flexible, resources and growth opportunities, including but not zero-percent interest rate loans to help them scale their limited to customized leadership retreats, recognition businesses and make a greater impact on the communities events, networking opportunities and additional technical they serve. assistance. The Civic Impact Loan Fund uses an innovative character- based underwriting model and intentionally invests in Atlanta-based underrepresented founders who are creating social impact in the city through their work. Since launching in 2017, the Fund has invested $720,000 across 16 early-stage businesses in different impact areas, including social services, education, health and wellness, and the arts. The innovative partnership model provides the businesses with mentorship and training, offered through the Center for Civic Innovation, and access to 0% interest capital, offered by Atlanta Emerging Markets and the Spanx by Sara Blakely Foundation. Atlanta Emerging Markets, Inc. and Invest Atlanta underwrite, originate, and service all loans in the portfolio. 95 Program Awards Neighborhood and Retail Development Neighborhood and■ Retail Develo-- ment ■ Population: 25,000 - 200,000 Gold Bronze StBernard ECONOMIC DEVELOPMENT FOUNDATION St. Bernard Economic Development Foundation City of Covington Sold on St. Bernard Small Business Program 25,000 - 200,000 25,000 - 200,000 Chalmette, LA USA Covington, KY Sold on St. Bernard is a Parish Government-sponsored Covington's competitive Small Business Program awards program that provides home builders with access to lots funding to projects that support small business growth, to redevelop neighborhoods. The combination of design create jobs, leverage private investment, and will be standards and committed people have come together transformational for our community. to achieve a regionally competitive housing stock in St. Bernard Parish. The program tackles the challenge from two angles: The Rent Subsidy Program provides up to $500 off a business' rent for one year to fill vacancies and keep operating costs low. Paired with SBDC business coaching and business association relationships, this helps support a company's long-term success. The Fagade Improvement Program provides commercial property owners with a 50/50 facade grant, up to $6,000, to enhance the curb appeal of commercial buildings and the wider business district. By creating a competitive program, strong applications that are "ready to go" move forward, while weaker applications can improve their score in future rounds. Importantly, the program multiplies Covington's business attraction efforts without hiring additional staff. Finally, projects are required to finish fagade construction or be open for business in 6 months or less, allowing Covington to have quick wins to show leadership, celebrate with residents, and market to external audiences. 96 Program Awards Neighborhood and Retail Development Neighborhood and■ Retail Develo-- rnent ■ Population: 200,000 - 500,000 Bronze DOWNTOWN ORLANDO" CITY OF ORLANDO, DDB/CRA Parramore Oaks:Increasing Residential Housing in Downtown Orlando 200,000 - 500,000 Orlando, FL Parramore Oaks is a hybrid 120 unit multi-story rental residential community featuring uniquely designed 1, 2, and 3-bedroom apartments, including 19 two-story stacked flats. Located in the Parramore Neighborhood, east of the Orlando Central Business District, the development's contemporary design and facade palette seamlessly integrates into the stately tree lined streets and residential neighborhood. A historic African American community, input by stakeholders and residents, led by Invictus Development and the Orlando Community Redevelopment Association (CBD), shaped the development, increasing residents' overall quality of life through quality rental housing, of which 80% are affordable units with 5% set aside for permanent supportive housing, or 96 affordable and workforce housing units. 97 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: <25,000 Bronze ECONOMIC DEVELOPMENT KerrCO,PO,AT,ON Kerr Economic Development Corporation Talent Development/Industry& Inclusion Poundtables < 25,000 Kerrville, TX KerrEDC's workforce development program is a multi- faceted approach to building a resilient and robust workforce for Kerrville. Workforce development is a major component to our Business Retention and Expansion program that was started in 2017. KerrEDC has addressed workforce through a number of different initiatives including KerrEDC's first 40 Under 40 award event in 2020, development of KerrEDGE virtual entrepreneur center in 2021, and our ongoing Quarterly Industry & Inclusion Roundtable events. The partnerships derived from these initiatives have created a unique environment within Kerrville and has allowed us to maintain lower than average unemployment rates and increased sales tax revenue throughout 2020 and into 2021. 98 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: 25,000 - 200,000 Gold Silver t - .0 "ROPMENT readyc; Brattleboro Development Credit Corporation readySC- SC Technical College System Pipelines& Pathways (3) readySC- Volvo Cars US Operations 25,000 - 200,000 25,000 - 200,000 Brattleboro, VT Ridgeville, SC P3 is a BDCC Workforce Center of Excellence program readySC, a division of the South Carolina Technical College based on Southeastern Vermont Economic Development System, is an organization that is often looked upon to Strategies (SeVEDS) to increase the size and quality of the develop recruitment and workforce training solutions for workforce. organizations starting up operations in South Carolina. We do that in several ways, but with Volvo Cars we assisted with developing specific screening and training processes to fill over 1,100 production and maintenance technician jobs. The goal is to provide Volvo Cars with screened and qualified candidates for employment opportunities while strengthening the skills of the local workforce. We have been able to do that by creating a Pre-Hire training program whose target audience is entry level candidates that upon completion are able to go into a manufacturing environment with enhanced skills and greater confidence in their abilities. The Pre-Hire program is created through continuous collaboration. In this scenario, our work resulted in a simulated assembly line and spatial recognition trainer. The simulated assembly line and spatial recognition trainer give the trainee a realistic job preview and prepare them for the speed and pressure of Volvo Cars actual manufacturing environment. The Pre-Hire program designed and implemented by the readySC team exemplifies an outstanding training simulation that can be adopted for many other manufacturing entities. 99 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: 25,000 - 200,000 Silver igyte F E E ICT N Ignite Fredericton Fredericton Region Five-Year Immigration Strategy 25,000 - 200,000 Fredericton New Brunswick, Canada Ignite Fredericton is a not-for-profit community economic development organization, that delivers business counselling and tools to help people start, grow, and locate their business in the Fredericton region. The Fredericton Region Five-Year Immigration Strategy is an unabridged plan outlining recommendations to reduce process redundancy, streamline efficiencies, increase overall support and services to newcomers and maximize results for attraction, settlement and retention for the Fredericton Region. There are four key objectives outlined within the strategy: 1. Increase the City of Fredericton's population by 1,000 people each year during the next 25 years. 2. The Fredericton Region is to reach a target of four Canadian adults to support each retiree (compared to two Canadian adults to support each retiree on average in Canada) by 2036. 3. Achieve a vibrant, culturally-diverse community and economy in the Fredericton Region. 4. Achieve a cohesive, streamlined, and functional immigration support ecosystem in Fredericton Region, with tools and best practices adopted in other locations in the province (and/or the Atlantic Region). 100 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: 200,000 - 500,000 Silver THE CITY N _f� i k ' : Im i ECONOMIC,DiEVELOPM1'ENT The City of Norfolk Department of Economic Development Norfolk Works 200,000 - S00,000 Norfolk, VA Norfolk Works has been an integral part of the City of Norfolk's Economic Development portfolio since December of 2016. It has become the bellwether of workforce development programs for the region and the Commonwealth of Virginia. Since its launch, it's focus and mission has been to have a meaningful impact on Norfolk residents, especially those residents from historically underrepresented communities. Norfolk Works continues to focus on coordinating the variety of local talent sources to ensure new and expanding businesses are supplied with the diverse candidates they need to further grow and invest in Norfolk. The primary components of Norfolk Works are its Community Career Center, Business Services, and the Norfolk Workforce Investment Network (WIN). Ultimately, Norfolk Works is designed to align economic and workforce development efforts, champion the recruitment of diverse Norfolk talent to support business attraction, retention and expansion, and collaborate with its regional workforce partners to help Norfolk citizens prepare for and connect to in-demand employment opportunities. 101 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: >500,000 Gold Silver LOUISIANA L H I H VALLEY ECONOMIC economic development DEVELOPMENT Lehigh Valley Economic Development Louisiana Economic Development Corporation LED FastStart Internship Initiatives and Hot Careers Guide > 500,000 > 500,000 Baton Rouge, LA Bethlehem, PA LED FastStart is a comprehensive, custom workforce The Lehigh Valley Economic Development Corporation is a solution to help companies attract and train their public-private coalition that markets the economic assets workforce. Every aspect of LED FastStart is fully of the Lehigh Valley region in eastern Pennsylvania, and customized with the partner company, their culture, creates partnerships that lead to the recruitment, growth, and their processes. LED FastStart finds its success in a and retention of employers. Our Internship Initiatives and foundation built on three core components: recruit, train, Hot Career Guides grew out of LVEDC's Education and and sustain. Talent Supply Council, a cross-sector coalition that has tackled challenges around talent attraction, development, and retention. Our Internship Initiatives include an annual summit event, which brings together employers and career development offices from the Lehigh Valley's 11 colleges and universities to help companies establish or expand programs with colleges that connect them to future talent sources. The Hot Career Guides provide data-driven direction for students, parents, and educators about sought-after occupations in the Lehigh Valley talent market in several target sectors, the educational requirements to pursue those occupations, and the earnings potential for specific occupations. Our work in these areas filled gaps in career pathway information and talent development that address key identified needs of the Lehigh Valley's talent market. 102 Program Awards Talent Development and Retention ialent De've I o m e n-101 ■ on ana Population: >500,000 Bronze ilia *4V GREATER SACRAMENTO E C O N O M I C C O U N C I L Greater Sacramento Economic Council About GSEC: Digital Upskill Sacramento Greater Sacramento Economic Council is the regional > 500,000 economic development organization for the capital region Sacramento, CA of California. Its mission to promote regional prosperity and create an inclusive economy for all in the region. The Greater Sacramento Economic Council (GSEC) received $787,650 in CARES Act relief funding from the City of Sacramento to develop a digital upskilling program for those affected by the COVID-19 pandemic. GSEC partnered with the Greater Sacramento Urban League (GSUL) to digitally train disadvantaged and displaced workers in Sacramento's most impacted communities. More than 5,000 people applied for the 40 openings once the program was announced. GSEC met national industry training standards by engaging General Assembly and Merit America, which both have track records of success in delivering high-quality immersive instruction. Program participants received a laptop, stipend to provide internet access, $400 per week for nine weeks and a program completion incentive of$1,800. Participants completing the program received a digital certification in IT Support or Advanced Data Analytics. The 40 students were selected after completing an application and admissions screening in October of 2020. The students completed the training by the end of the calendar year. The laptop, internet access and stipend provided the support that enabled the student to focus on learning new skills and job market readiness. The graduates of the IT Support program received a Google IT Support Professional Certificate, and the graduates of the Advanced Data Analytics program received a Certificate of Advanced Analytics from General Assembly. 103 Program Awards Talent Development and Retention ialent De've I o-l- m e n-101- Ij ■ ana Population: >500,000 Bronze Francis Tuttle Technology Center WORKFORCE RESILIENCY-Aero &Energy > 500,000 Oklahoma City, OK Francis Tuttle Technology Center provides rapid response to Oklahoma's two largest industries through innovative workforce development initiatives. — 104 — Program Awards Real Estate Redevelopment and Reuse | | Real Estate Redevelo-,& ment ��~ Reuse �� �� �_- Population:� »�»�»� �*�*�* Gold �� Giddingsk 'Economic Development Corporation 0 MICHIGAN\ ECONOMIC DEVELOPMENT CORPORAflON Giddings Economic Oava|mprnant Corporation Michigan Economic Oava|mprnant Corporation Transportation Corridor:ResiliencXRecomery8 Cadillac Lofts Mitigation < 25'000 < 2G'OOO Lansing, MI Giddings, TX Located inthe heart ofdowntown Cadillac, Michigan, the The 2OO8crash left anabandoned auto dealership, under- site was previously the location ofanabandoned grocery performing feed store, acres ofundeveloped land, and a store and two single-story buildings that occupied an shopping plaza with high turnover. Downturns inoil &gas entire block ofdowntown. The City ofCadillac worked to left Giddings, which isanevacuation route along amajor secure financing utilizing Community Development Block highway, with no hospital, little retail and over priced Grant funds for the removal of all blighted structures housing. onsite which yielded a vacant parcel roughly 1.3 acres in size. Being the priority redevelopment site for the City, the |n2OlG' anew board and executive began anaggressive developer built anew four-story mixed-use building with recovery and resiliency campaign tomitigate the impact of 5'OOOsquare feet ofcommercial space onthe first floor weather events and of cyclic industry. and 42 residential rental units in the upper three floors. Focusing oneconomic diversity, healthcare,job creation, This development brings unit sizes that are new toCadillac and blight elimination, the group funded abusiness park, and introduces anew housing product to their community. recruited anew RYdealership and provided grants for The development will significantly increase the taxable atravel center and l2Osite RYpark, asteakhouse, three value ofthe community and provides asolution tothe food processors and anunderground utility company. lack ofhousing available inthe area that surrounding industrial businesses need to attract and retain talent and Anew truck-stop onthe other side oftown helped brings more year-round economic users ofdowntown relocate semi-trucks from the plaza parking lot, thereby area. Additionally, this project has already spurred further convincing shopping center owners to reinvest in that development projects in the downtown area. property. With help from the GEDC' the Giddings Plaza became host toahealthcare cluster and boasted full The Michigan Economic Development Corporation, in occupancy for the first time in3Oyears. collaboration with more than lOOeconomic development partners' markets Michigan asthe place todobusiness, When the pandemic struck, the GEDCleveraged its gains assists businesses intheir growth strategies, and fosters in tax revenue to provide almost $200'000 in grants to the growth of vibrant communities across the state. healthcare providers and small businesses, and toexpand broadband to the community's undeserved areas. --- 1O5 --- Program Awards Real Estate Redevelopment and Reuse Real Estate Redevelo-,& ment & Reuse Population: 25,000 - 200,000 Gold Silver ECONOMIC DEVELOPMENT DEPARTMENTCHARLES COUNTY, MARYLAND Lansing Economic Area Partnership (LEAP) Charles County Economic Development BLOCK600 Development Department 25,000 - 200,000 The Velocity Center and the Revitalization of the Town of Lansing, MI Indian Head, Maryland 25,000 - 200,000 The BLOCK600 project highlights how creative White Plains, MD redevelopment and reuse can transform blighted, contaminated properties into assets that meet community In 2015, the Charles County Economic Development needs and spur additional transformation. BLOCK600 Department (CCEDD) undertook an organized effort took this concept and multiplied it 21-fold, combining 21 to address challenges in the Town of Indian Head, MD blighted and underutilized parcels with a variety of legacy to attract development and achieve broad economic issues into a massive development addressing three key revitalization. Indian Head, home of the Naval Support barriers to downtown Lansing's continued revitalization: Facility IH, has been in need of revitalization, reinvestment, affordable housing, adequate accommodations for and redevelopment for a generation. The cornerstone of downtown visitors and access to groceries and fresh food. this project was to organize a deliberate effort to facilitate a redevelopment project as a catalyst for revitalization. The project required substantial flexibility and relied on a combination of strong local and regional partnerships The Velocity Center concept was an outgrowth of an and a willingness to take on the unique challenges of initiative proposed by the US Navy at Naval Surface redevelopment and reuse of brownfield space versus new Warfare Center (NSWC IHD) in collaboration with CCEDD development on greenfield space. and other stakeholders. This project's chief function is to provide off-base space for NSWC IHD and bring The resulting $41.SM project has completely transformed commercial activity back into the Town. Its presence was the 600 block of Michigan Avenue, the gateway to leverage for broader efforts to create, expand, and attract Lansing's urban core, directly along the path to Michigan's new businesses and enhance the depleted tax base. So Capitol building. In addition to beautifying this space, the far, the project has indirectly delivered 60 FTE jobs to project is proof of downtown's potential and can serve as Indian Head and $6 million dollars in enhanced commercial an anchor for an outward ripple of opportunity. tax base to the town and county. It has also helped to reactivate another nearby blighted and underutilized property that has been vacant for over ten years. 106 Program Awards Real Estate Redevelopment and Reuse Real Estate Redevelo-,& ment & Reuse Population: 25,000 - 200,000 Bronze r**J It 14 City of North Richland Hills Economic Development Business Improvement and Growth (BIG) Program 25,000 - 200,000 North Richland Hills, TX The City of North Richland Hills (NRH) Business "Improvement and Growth (BIG) Program was created in 2009 to revitalize mature commercial corridors in the city. NRH has several areas of town that developed in the 1960s and 1970s which are now in need of revitalization. Many times, properties in these mature corridors are left vacant, as renovation of older buildings can be cost prohibitive for commercial property and business owners. The program was established to offset this challenge by offering financial assistance towards the renovation or restoration of functionally obsolete commercial property in targeted areas. The city offers a 25% matching grant up to $25,000 for well-designed exterior upgrades which may include things like the restoration of architectural details, upgraded windows, doors, signage and lighting. High vacancy rates in older parts of town translate to a loss in economic base and jobs. Reducing vacancies in the targeted areas serves as a catalyst for renewed business activity in mature parts of town, with a goal for the economic base to resume to previous levels, facilitating business and job growth, while positively impacting adjacent properties. 107 Program Awards Real Estate Redevelopment and Reuse Real Estate Redevelo-,& ment & Reuse Population: 200,000 - 500,000 Silver _Pvr�mmqq MODEL MILL R&G Ventures The Model Mill-Redevelopment 200,000 - 500,000 Johnson City, TN The Model Mill project is the redevelopment of a 50,000 square feet former operating flour mill into a multi-use vibrant facility that will house high-end office and retail space. The mill was originally built in 1909, but had been vacant since 2003, and partially burned in 2016. This thoroughfare between the university and downtown is blighted, abandoned, and unproductive. The impact from the Model Mill project on the West Walnut Street corridor has been a catalyst for the city's redevelopment. The project has prompted the City of Johnson City, TN to start plans on the revitalization of the West Walnut Street corridor. The corridor's $30 million project will involve completely replacing the road's streetscape and upgrading stormwater infrastructure and utilities along the corridor. Along with city's investment, the Model Mill project has spurred commercial activity along the corridor, which has already attracted millions in additional private sector investment from local business owners and developers. 108 Program Awards Economic Equity and Inclusion E%,cw.o n o rn 1hpw. E q u it y and Inclusion■ Population: <25,000 Silver U - R,AL Rural LISC Pural Financial Opportunity Center Network:A Strategic, Layered Approach to Individual Wealth-Creation and Community Development < 2S,000 New York, NY Rural LISC has been serving rural communities across the U.S. for more than 2S years. Today, Rural LISC is supporting 144 community based partners in 2,400 counties, in 49 states. The Rural Financial Opportunity Center (FOC) Network is one example of how Rural LISC listened to the needs of rural communities and developed a menu of programs and initiatives that organizations can layer into their existing service delivery to address their local community needs, at the individual, community, and systems level. This model supports organizations in implementing best practice economic development programs that are flexible enough to respond to specific local needs, but structured enough to have proven strategies to increase job placement,job retention, education levels, and long-term wealth. Whether it's Rural Works (eco-system building), Business Development Organizations (small business technical assistance), Bridges to Career Opportunities (training for job placement), Digital Navigators (digital access solutions), Disaster Recovery Coaches (disaster navigation), or matched wealth-building funds, the elements of this initiative are meant to be flexible enough to meet an individual where they are and take them down a path to wealth that they choose. 109 Program Awards Economic Equity and Inclusion E%,cw.o n o m 1hpw. E q u it y a ' Inclusionna ■ Population: 25,000 - 200,000 Gold Silver Bea 4ort C t t qqq-y Economic Development Corporation Beaufort County Economic Development Tallahassee-Leon County Office of Economic Corporation Vitality Lowcountry Fresh Market and Cafe Minority, Women, and Small Business Enterprise (MWSBE) 25,000 - 200,000 Division Beaufort County, SC 25,000 - 200,000 Tallahassee, FL The Beaufort County Economic Development Corp had the pleasure of working with socially conscientious investors The Office of Economic Vitality (OEV)'s Minority, and the Gullah Farmer's to build a strong bridge to equity Women, & Small Business Enterprise (MWSBE) Division and inclusion. The owners of the Lowcountry Fresh Market is committed to providing business development support and Cafe partnered with the St. Helena Gullah Farmer's to minority-owned, women-owned, and small business Cooperative to build a sustainable future for minority enterprises by providing certification assistance to owned family farms. Regional Fishermen, shrimpers, vendors interested in doing business with the City of and other local vendors of food products are also the Tallahassee, Leon County Government, and Blueprint beneficiary of this project. The market which opened Intergovernmental Agency; identifying and communicating in the more affluent market of Bluffton, now provides a contracting opportunities for certified MWSBES resulting consistent source of demand and better margins to the in increased procurement participation; enhancing Gullah Farmers' Cooperative than the institutional or business relationships through business-to-business wholesale markets. This new demand is leading the Gullah networking, training, and other engagement events. The Farmers towards planting on more of their tillable acreage, MWSBE Division is one of only two such MWSBE programs thus allowing the farmers to better leverage their key asset that are housed in the local economic development - land. The improved financial results should in turn attract organization for the local jurisdictions in the state of the next generation back to family farms and increase the Florida and one of the largest MWSBE programs in the prosperity, stability, and economic viability of farming and state of Florida. locally sourced food options. This project underscores authenticity and opportunity for all. The successful social entrepreneurship of Andy and Cindy Rolfe (the owners of the Lowcountry Fresh Market and Cafe) are inspiring additional projects that feature economic equity and inclusion in Beaufort County, SC. 110 Program Awards Economic Equity and Inclusion E%,cw.o n o rn 1hpw. E q u it y and Inclusion■ Population: 25,000 - 200,000 Bronze 14"WARD City of Hayward Economic Development Small Businesses Assistance Grants-Growing our Minority Business Community 2S,000 - 200,000 Hayward, CA In 2018, the City of Hayward Economic Development Division was allocated $7S,000 of funds from the CDBG program. These dollars had to be used for Economic Development purposes and had to assist businesses that served low-income populations. Staff identified microenterprises, businesses with S or fewer employees, as those businesses to be targeted for the funds. The Small Business Assistance Program was created, which issued $S,000 in grants to the small businesses. The dollars could be used for any expense associated with the small business, including inventory purchases, equipment and furniture purchases, new signage, website upgrades and more. In the first year the City was able to provide assistance to 1S businesses. Due to the positive impact of the program, the Economic Development received funding in 2019 for an additional 1S businesses and 30 businesses in 2020. 111 Program Awards Economic Equity and Inclusion | | ��u �����u ���� ���' � �E%,cw.�m�'� ��m�'� � � ���' Eq ��� i ��y �� ��� � ��� � ��m� Inclusion Population: ��»�»� »�»�»� ��»�»� »�»�»� ��x���x����~ ���*v���*�*�* ~~ ~��*v���*�*�* Gold �� Giddings', 'dd' 'Economic Development Giddings Economic Development Corporation One and All intentionally addresses systemic issues of One and All:Inclusive Entrepreneurship for the Lansing, M8 inequality inentrepreneurship with measurable results. Reg/on Formation among program participants increased by 200'000 GOO'OOO 258%' between the first and second programs alone;jobs Lansing, MI created increased byl22Y6' and jobs retained byl66Y6. LEAP'sOne and All inclusive entrepreneurship initiative isdesigned toincrease successful entrepreneurship and small business ownership among underrepresented populations including Black, Indigenous and people of color (B|POC)' women' persons with disabilities, immigrants, military veterans, racial or ethnic minority groups, refugees and returning citizens across Clinton, Eaton, Ingham and Shiawasseecounties who fall below the Asset Limited, Income Constrained, Employed (AL|CE) threshold. The program offers participants a unique combination ofbusiness and communications training, coaching and mentoring through a series of2 month programs, while also connecting participants with aprofessional network and business resources—all ofwhich are common obstacles tosuccess for entrepreneurs and small business owners from underserved populations. Most importantly, this program creatively enhances inclusion byaddressing many ofthe root causes of inequitable economic participation including systemic inequality among access tofunds, network relationships and support resources, rather than simply treating symptoms of these issues. ---- 112 ---- Program Awards Economic Equity and Inclusion E%,cw.o n o m 1hpw. E q u it y a ' Inclusionna ■ Population: 200,000 - 500,000 Silver PRINCE WILLIAM COU NTY, VIRGINIA DEPARTMENT OF ECONOMIC DEVELOPMENT Prince William County Economic Development ELEVATE:Building Business and Careers 200,000 - 500,000 Gainesville, VA Neighboring communities formed an unprecedented partnership to offer ELEVATE, a virtual workforce training program to address the immediate needs of businesses and individuals affected by the COVID-19 pandemic. When unemployment rapidly increased, Prince William County, the City of Manassas and the City of Manassas Park acted quickly. Utilizing CARES Act funds, they expanded partnerships with Virginia Career Works Northern and Northern Virginia Community College to implement targeted programs to help residents get back to work and support businesses in up-skilling their workforce. Programming included occupational training, subsidized work experiences,job fairs and Incumbent Worker Training. The money also funded much needed supportive services for job retention, including transportation, child care and work-related equipment. This unique partnership saw the joining of three traditionally competitive EDO's for the benefit of the region. ELEVATE is one of only a few programs funded by CARES Act money that have successfully come together to encourage economic mobility through workforce training. The three jurisdictions worked together to better enable the region's underserved businesses and citizens to discover creative workforce opportunities to survive and succeed in the pandemic. 113 Program Awards Economic Equity and Inclusion E%,cw.o n o rn 1hpw. E q u it y and Inclusion■ Population: 200,000 - 500,000 Bronze NORTHEAST TENNESSEE Regional Economic Partnership Northeast Tennessee Regional Economic Partnership lnCompass Council 200,000 - S00,000 Johnson City, TN In 2020, the Northeast Tennessee Regional Economic Partnership, an economic and community development organization that covers the Johnson City, MSA in Northeast Tennessee, created the lnCompass Council. lnCompass seeks to remove barriers to entry into outdoor recreation and create a safe space for underserved and underrepresented individuals to come together in solidarity and advocacy for equity in outdoor recreation access, and experiences in Northeast Tennessee. The lnCompass Council is part of the Outdoor Coalition organized through the NETREP (pronounced net-rep) Outdoor Development Program and seeks to solve issues with the quality of life for the underserved and underrepresented populations in our communities. This effort spotlights outdoor recreation opportunities as they benefit the quality of life in Northeast Tennessee for all people, not just the majority. The Outdoor Development Program seeks to diversify the region's demographics and economy by encouraging more equitable investments into the outdoor recreation industry and economy. 114 Program Awards Economic Equity and Inclusion E%,cw.o n o m 1hpw. E q u it y a ' Inclusionna ■ Population: >500,000 Gold Silver mesa * az Mk RAMSEY COUNTY City of Mesa, AZ - Office of Economic Ramsey County, Minnesota Development Economic Competitiveness&Inclusion Plan Mesa CARES HUUB Digital Platform > 500,000 > 500,000 St. Paul, Minnesota Mesa, AZ Ramsey County is deeply committed to advancing racial The economic impact of the pandemic on our local equity by reducing racial and ethnic-based disparities. A community was significant, particularly for minority- vibrant, competitive county economy is built on adequate, owned, micro-businesses struggling to survive. Mesa's high-quality housing options, paths to entrepreneurship, an Office of Economic Development stepped up to alleviate innovative business sector, thriving commercial corridors, that impact with Mesa CARES HUUB, a data-driven, digital and ample opportunities for workforce development. entrepreneur resource platform for entrepreneurs and These outcomes are only possible by ensuring that all small business owners. Ramsey County residents and workers have equitable and inclusive access to all of these opportunities. Mesa CARES HUUB helps small businesses recover and rebuild, particularly micro-businesses and owners who Ramsey County's Economic Competitiveness and did not have relationships with banks or other service Inclusion Plan, developed in partnership with the Center providers. The platform was built with inclusion in mind, for Economic Inclusion, FourthEconomy, NEOO Partners, integrating an easy-to-use interface, support for multiple Urban3, and MZ Strategies serves as an important languages, and data mining to ensure tailored solutions step toward achieving two longstanding county goals: for our community's needs. Since launching in June cultivating economic prosperity and investing in 2020, Mesa HUUB has served more than 250 businesses, neighborhoods with concentrated financial poverty provided 900 hours of technical assistance, and saved through proactive leadership and inclusive initiatives; hundreds of businesses from closure. and enhancing access to opportunity and mobility for all residents and businesses through connections to The Mesa CARES HUUB provides information and training education, employment and economic development to Mesa-based businesses, covering a wide array of topics throughout the Minneapolis-St. Paul region. and services needed to be successful in launching and growing a business. This tool was an integral part of a This Economic Competitiveness and Inclusion Plan is wide-reaching strategy to help businesses recover quickly comprised of eight strategies within two strategy areas: from the pandemic and build resiliency. While Mesa HUUB 1) place-based inclusion and resilient and equitable was created as a response to the pandemic, it is now communities; and 2) fostering economic competitiveness a vital resource we will continue to utilize well into the and transformation. The Plan was completed March of future. 2021 after 18 months of data compilation and community engagement. The plan serves as a roadmap for the next four years and will guide future investments as part of Ramsey County's economic recovery. 115 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: <25,000 Gold ELSEGUNDO Where big ideas take off City of EI Segundo The El Segundo Back to Business program& the Reimagine•Reopen•Rediscover program < 25,000 EI Segundo, CA In response to the pandemic, the City of EI Segundo immediately launched two comprehensive programs to support the local business community - The EI Segundo Back to Business program, focused on commercial office and manufacturing businesses, and the hospitality and tourism-focused Reimagine-Reopen-Rediscover program. Each program contained a series of new initiatives designed to support the business community to sustain operations, and in some cases grow, throughout the pandemic. Initiatives included creative video campaigns shared safely and quickly across a wide audience: Real Stories of Resilience Video Series, Elected Officials & Business Leaders Roundtable, Public Service Announcements, Hospitality Heroes campaign, and special promotional videos to encouraging commitment to Shop and Take-out Loca I. In addition, the City allocated resources and launched a street-closure pilot program to provide visitors outdoor dining options by sectioning off designated areas on Downtown streets to allow for parklets and closed-street dining spaces. 116 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: 25,000 - 200,000 Gold Silver CHAMBER OneRedmond OF COMMERCE Grand Junction Chamber of Commerce OneRedmond Mesa County S-Star Program Eastside Recovery Hub 25,000 - 200,000 25,000 - 200,000 Grand Junction, CO Redmond, WA The 5-Star program is a joint effort between the Mesa The Eastside of the Seattle region was the first in the U.S. County Public Health Department and the Grand Junction to be impacted by the COVID-19 pandemic. Information Area Chamber of Commerce along with local media. The from regional, state and federal resources were available program is aimed at showcasing businesses in our area in a number of different places, but not in one central who are exceedingly committed to the health and safety of location. the community while also balancing our economic future. Due to the 5-Star Program, Mesa County was one of the To solve this issue, OneRedmond immediately created first counties in Colorado to be granted a variance from the Eastside Recovery Hub as a trusted source of the State of Colorado's COVID-19 mandates because of the combined, timely, and relevant information regarding the outstanding mitigation plan under the 5-Star Program for issues, tools, and resources available to small businesses. businesses and the general public. As the pandemic continued, OneRedmond provided additional services through this platform including more A goal of the program is to incentivize businesses who are in-depth and tailored assistance to businesses including: going above and beyond the State of Colorado mandates The creation of the Eastside Recovery Hub Financial to instill the highest level of confidence in customers Webinar Series which had thousands of attendees from walking through their doors. Another goal of the 5-Star the region and throughout the United States; Assisting program is to assist the participating businesses with over 3,700 businesses by walking through the financial positive marketing pieces indicating their willingness to resource applications; Managing and administering three go above and beyond for the benefit of their community. small business grant programs on behalf of the City of The overarching goal, however, is to keep our community Redmond, giving over $1.8 million to 336 small businesses; operating to the highest level of economic stability while Leading and coordinating a network of 25 business carefully balancing business and individual health during organizations to distribute 4,500 Safe Start PPE kits an unprecedented time. We are looking to recover quickly of about 2.5 million masks and 38,000 bottles of hand locally while in turn helping our state bounce back faster. sanitizer across the county; Awarded grant funding from the EDA to amplify and expand services to 23 cities and towns with the new OneEastside Spark program. 117 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: 25,000 - 200,000 Bronze ECONOMIC k ST.THOMAS����" rcyr` DEVELOPMENT City of Burbank St. Thomas Economic Development Corporation City of Burbank Economic Recovery Plan Railway City Recovery Plan 25,000 - 200,000 25,000 - 200,000 Burbank, CA St. Thomas, Ontario Canada Burbank is a diverse community of more than 105,000 Our plan had 5 components: residents. Billed as the "Media Capital of the World", numerous media and entertainment companies are 1. Funding for Small Business headquartered in Burbank including Warner Bros. We created a funding program to support small businesses Entertainment, The Walt Disney Company, Nickelodeon as they worked to mitigate the risk of shutdowns or shifted Animation Studios, Netflix Animation, and Cartoon to an online model Network Studios. With the Hollywood Burbank Airport 2. Support and Promote Local Producers located within the City, Burbank is a go-to destination We created packages that featured local products and for business and tourism. Additionally, Burbank is known sold them online, with proceeds going to support the local for its walkable and safe neighborhoods, well-run school Food Bank and our dollars going directly into the hands of district, and "small town" charm. The mission of Burbank the producers. Economic Development is to advance sustainable job 3. Bring Colour to our Community growth, enhance commercial activity, and maintain quality We secured over $300,000 in funding to support the of life for residents, businesses, and visitors to Burbank. creation of multiple murals. Our small city now has a total of over 30 murals, with more on the way. 4. Support the Arts Community We developed and now run an online web store for artists. 5. The Horton Farmers' Market Given the importance of local food, we felt we could improve upon what has long been a hub for the local agri- food sector in the region. Since the Market was transferred to the EDC portfolio, it has now had the best opening 12 weeks in its 163 year history. St. Thomas was recently named the 'Top Place to Live in Ontario' (and 3rd in Canada). 118 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: 25,000 - 200,000 Bronze City of Lancaster Restaurant Rescue Package 25,000 - 200,000 Lancaster, CA The City of Lancaster prides itself on being the first and only three-time winner of the Los Angeles County Economic Development Corporation's "Most-Business Friendly City" award. When the pandemic hit, the City did not stop supporting its community. In fact, we implemented multiple innovative programs to provide meaningful assistance to our local businesses in response to the COVID-19 closures. The Restaurant Rescue Package was a robust program aimed at assisting our local restaurants, wineries and breweries that were affected by the State and County restrictions. Through the program, locally-owned businesses were provided one-time grants, two months credit on the City's utility company bill, and were eligible to accept "Takeout& Chill" cards. The "Takeout& Chill" cards were worth $20 each and were distributed to our essential workers, first responders, and various community members and residents. The cards were turned into the City for reimbursement to the business. The program ran for 6 months, and during that time we received an overwhelmingly positive response from the community and estimate at least $1 million was circulated back into the local economy as a result. The City of Lancaster is proud of its efforts to support its community during unprecedented times. 119 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: 200,000 - 500,000 Gold Silver CITY 0 NEW ORLEANS URREYBUSINESS ALLIANCE CULTURE. EQUITY. PROSPERITY. City of Surrey New Orleans Business Alliance Surrey Makes PPE Get Shift Done NOLA 200,000 - 500,000 200,000 -500,000 Surrey British Columbia, Canada New Orleans, LA Surrey Makes PPE is a first-of-its-kind municipal initiative, The New Orleans Business Alliance (NOLABA) launched developed in partnership with industry to support the the Get Shift Done for NOLA initiative to fill the wage retooling of local manufacturers to produce personal gap by providing shifts at Second Harvest Food Bank and protective equipment (PPE) that prioritizes selling to other local food suppliers to adversely affected hourly government and health authorities. Surrey Makes PPE hospitality workers. These jobs, which is built around a clear understanding of industry and volunteers formerly held, were elevated to paid positions community needs, creating a lean program that efficiently to help support these essential workers who found addresses the major pain points for both manufacturers themselves out of work because of the economic and end buyers, while maximizing value for money to the downturn that resulted from the COVID-19 pandemic. Canadian taxpayer About New Orleans Business Alliance One of fewer than 80 Accredited Economic Development Organizations worldwide, the New Orleans Business Alliance is the official public-private partnership created to increase economic gains for the city of New Orleans. Through a direct partnership with the City of New Orleans and strong connectivity with the business community, the New Orleans Business Alliance works to ensure the economic security of all New Orleanians by diversifying the local economy, developing local talent, and expanding entrepreneurial opportunity. 120 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: 200,000 - 500,000 Bronze PRI N C E W I L L I A M COUNTY, VIRGIN IA DEPARTMENT OF ECONOMIC DEVELOPMENT Prince William County Department of Economic Providing an opportunity for businesses to launch Development infrastructure projects created a growth mindset that Capita/Investment&Innovation Grant alleviated anxiety for business owners while setting 200,000 - 500,000 expectations for a productive reopening and a path Gainesville, VA forward. When it came to COVID-19, meeting the needs of right now was not enough. The Prince William County Department of Economic Development (PWCDED) thought beyond triage microgrants to ensure our businesses could make capital improvements for a post-pandemic economy. The Prince William County Capital Investment and Innovation Grant program was created in August 2020 and provided funding up to $200,000 per business. By allocating approximately $7.2 million from CARES Act funding, PWCDED was able to help more than 122 businesses substantially transform their physical infrastructure, keeping their growth on track while protecting employee jobs, finding new customers, and investing in technology-based solutions. In many cases, business owners who were awarded grants turned to other businesses in the Prince William County community to complete HVAC, construction, and technology projects, which deepened relationships in the existing business community. PWCDED created this grant program to help individual businesses while elevating the health, safety, and most importantly, the confidence of the entire community. 121 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: >500,000 Gold Silver F .Prt�latieJn for:P�1�Y�CB Rico . � PP?i V PUERTO RICO MANUFACTURING EXTENSION Foundation for Puerto Rico in collaboration with PRiMEX - Puerto Rico Manufacturing Extension Streetsense Inc. Bottom Up Destination Recovery Initiative Economic Pesiliency and Business Continuity Initiative for > S00,000 Puerto Pico Puerto Rico > S00,000 San Juan, PR The Bottom-Up Destination Recovery Initiative is a long-term economic recovery strategy funded by the The Economic Resiliency and Business Continuity Initiative U.S. Department of Commerce Economic Development for Puerto Rico helps Small and Medium companies Administration aimed at addressing the impacts from to enhance their capability to recover from major Hurricane Maria through a community-led and consensus interruptions due to natural and man-made disasters. This driven process. The initiative led by Foundation for Puerto project promotes the critical importance of a business Rico (FPR) and consultant Streetsense, includes two continuity plan (BCP) to speed up their disaster recovery phases: the first is focused on short-term recovery and and resiliency. We needed to improve the resiliency of includes support to procure equipment/infrastructure and companies after two category five hurricanes hit the island capacity building for local businesses and organizations, in less than one month, then we faced Earthquakes in while the second phase emphasizes longer-term planning 2020 (up to 6.4) that have rocked 33 of 78 towns/cities in around visitor economy investment strategies. Puerto Rico. Finally, during the last 16 months, we have all faced the disruptions of the Corona Virus Pandemic. Through Bottom-Up, six regional Destination Plans We have completed more than 2S0 Business Continuity across Puerto Rico were created, identifying a range Plans throughout all the island. We did risk and business of place-based, programmatic, and policy investment impact analysis, to identify critical processes and prepare strategies aimed at bolstering the visitor economy and custom Business Continuity Plan (BCP). The objective is creating economic opportunities for locals in tourism. to reduce potential interruptions caused by unexpected In this self-sustainable program, the community and incidents and disasters, therefore retaining jobs and local governments in each region learn to implement improving their resiliency. The project also had numerous and maintain projects following phases of resource workshops, with over 600 attendees to create awareness identification, planning, and co-design. on business resiliency and disaster recovery plans. PRiMEX is grateful to the Economic Development Administration FPR is a nonprofit organization that seeks to unleash (EDA) for their contribution of a grant from that made this Puerto Rico's full potential as an active participant in the project possible. world economy with sustainable programs that drive social and economic development. Streetsense is an experience- focused strategy and design collective powered by in- depth insights that creates brands people love and places people love to be. 122 Program Awards Resiliency, Recovery and Mitigation Resiliency, Re4cwovery, 0 Mitigation ana Population: >500,000 Bronze REGION AH , EA. D . Appalachian Highlands Economic Aid Directory ���''w��," `�t"��4�11�'�1����sf F�����' r'}• t�����`��r)"F�F"��1 �'��62 (lye«��k�;� ��st' �i'�{fir{� S�F��i!'+� j'F<{ sF Northeastern Pennsylvania Industrial Resource RegionAHEAD Center Appalachian Highlands Covid-19 Response Accelerating Manufacturer COVID-19 Response, Readiness > 500,000 &Recovery(R3)Program Appalachian Highlands, TN & VA > 500,000 Hanover Township, PA RegionAHEAD sought to create the first cross-border initiative to push beyond existing bureaucratic and NEPIRC's Accelerating Manufacturer COVID-19 Response, political boundaries in northeast Tennessee and southwest Readiness & Recovery (R3) Program preserved regional Virginia. Realizing early in the pandemic that the economic manufacturing jobs and protected Pennsylvania's economy effects of the crisis were sure to be amplified in a silo- by mitigating the impact of the COVID-19 pandemic rich environment. RegionAHEAD strove to give the entire upon more than 1,000 mid-sized manufacturers. Through region a tool to use to minimize the negative economic that initiative, NEPIRC provided manufacturers with impact of the COVID crisis on businesses. the resources needed to return to operations following temporary closure, maintain operational capability RegionAHEAD created a new structure to change not just safely, identify alternative suppliers, solidify customer how economic and community development is done in the relationships and rebound from the pandemic quickly and region, but how the citizens of the region view themselves comprehensively. and their neighbors. Tennesseans donated to save the jobs of Virginians 75 miles away, and vice versa. Economic and Through the development and performance of online political leaders who had been hard-wired for conflict were manufacturer impact assessments, the creation of shown undeniable benefits of cooperation. customized solutions and the provision of all-new technical services, NEPIRC's R3 Program exemplifies flexibility, adaptability, innovation and client-focus. 123 Program Awards Innovation Programs and Initiatives InnoxvArat ■ on Programs and Initimatives Population: <25,000 Silver C 4 ��' idero DEVELOPMENT CORPORATION Cuero Development Corporation COVID Pelief < 25,000 Cuero, TX The Board of Directors allocated $600,000 alone to offer relief assistance to local Cuero businesses. While many communities offer the same grants, it is important to note that Cuero is a community of just 8,200 and the Cuero Development Corporation has less than $2 million in reserves. To date, $506,000 has been awarded to just over 100 businesses through rental assistance and utilities reimbursement. 124 Program Awards Innovation Programs and Initiatives InnoxvAration and Initimatives Population: 25,000 - 200,000 Gold Silver P / ,McA41 i, & THE ECONOMIC DEVEI 01)MENT SHn.Al.. S PARI NERSHP a#&. ECONOMIC DEVELOPMENT AUTHORITY McMinnville Economic Development Partnership Shoals Economic Development Authority Oregon WORKS - Growing Our Own Workforce:Pural Remote Shoals Expansion 25,000 - 200,000 25,000 - 200,000 The Shoals, AL McMinnville, OR Remote Shoals is a remote worker recruitment program Overall our goal is to be able to nurture our emerging designed and implemented by the Shoals Economic workforce and instill employability skills in students. Development Authority (The Shoals EDA). The program The Oregon WORKS project was a way for us to take provides an incentive of up to $10,000 to eligible our proven Internship Program, and teach communities applicants for relocating to and working from The Shoals. throughout the state how to develop their own programs The incentive is supported by the Shoals Economic in their own communities without having to reinvent the Development Fund which is funded through a half- wheel. The results are telling - companies are learning cent sales tax. This fund was created in 2007 to help about the younger workforce, real world career exploration support the economic development efforts of the region. is occurring, and jobs are being created and filled by Requirements for the program include: 18 years-of-age, young professionals excited to live in their communities. eligible to work in the United States, minimum annual This model has become an effective talent attraction and income of $52,000, full-time remote worker/independent retention program. contractor, and able to move to The Shoals within six months. The program's application process is triggered by completing an online application on our website. Applicants are then evaluated by a series of criteria and video interviews are scheduled with the selected parties to determine who will receive an offer to participate in Remote Shoals. Once an offer is accepted, the applicant has six months to make their move to The Shoals. Our agency continues to assist in every step of the moving process by providing real estate and school system contacts, community tours, and any other issues that may arise from families moving from other parts of the country. We are committed to service after the sale and make sure our participants have many opportunities to engage and connect with the community. 125 Program Awards Innovation Programs and Initiatives Innovation 0 Initimatives ana Population: 25,000 - 200,000 Bronze �SXAs SUGAR LAND Sweet ® Real ® Refined City of Sugar Land Sweet Cash Program (#AlllnForSLTX) 25,000 - 200,000 Sugar Land, TX The Sugar Land Office of Economic Development's (SLOED) implemented the Sweet Cash program as part of its #AlllnForSLTX business recovery effort to inject needed cash flow into local small businesses impacted by the COVID-19 pandemic. The Sweet Cash program was designed to be a creative, pro-business yet philanthropic way to help stimulate the local economy and encourage shoppers to re-engage with local businesses safely in a post-pandemic world. The initial purchase of nearly $100,000 was matched by consumer participation of over $100,000, resulting in approximately $206,000 in cash flow to businesses in the form of gift card purchases. The final, untracked but anecdotally observed, goal was to get consumers into businesses where they may both 1) experience a new business for the first time (as the reward gift cards were randomly distributed), and 2) spend more money in their shopping trip than their gift card was worth, thus generating additional cash flow for participating businesses. Due to the success of the Sweet Cash program in 2020, SLOED implemented another round of Sweet Cash in 2021 with the support of the Fort Bend County CARES funds. Through this program, we've injected more than $500,000 to approximately 200 local Sugar Land businesses. 126 Program Awards Innovation Programs and Initiatives InnoxvAration and Initimatives Population: 200,000 - 500,000 Gold SOUTH ISLAND PROSPERITY venture as��V11e PARTNERSHIP South Island Prosperity Partnership Venture Asheville Rising Economy Taskforce& Reboot: Greater Victoria's The Venture 15& Venture Asheville Honors Economic Recovery Plan 200,000 - 500,000 200,000 - SOO,000 Asheville, NC Greater Victoria, British Columbia Canada Venture Asheville is a strategic initiative of the EDC, Reboot: Greater Victoria's Economic Recovery Plan 2020- created to nurture and support high-growth startups. 2022 was released in November 2020 after months of planning by the 40 member Rising Economy Taskforce The Venture 1S and Venture Asheville Honors is a (a public, private, institutional collaboration) and their 10 celebration of metrics. We celebrate the revenue, committees (120 organizations & businesses representing jobs, diversity and cofounder status of our ecosystem. 10 sectors across the entire regional economy). The project Startups submit this information in addition to their was designed to assess the impacts and triage an urgent & annual revenues. In a yearly snapshot and we evaluate multifaceted response to the COVID19 pandemic by taking those trends over time. That way, can identify gaps in the a cross-sectoral, multi-governmental & multi-organizational entrepreneurship ecosystem that inform the direction the perspective and coordinate a streamlined response to help ecosystem must head. the businesses and people most impacted. In 2020, the 1S fastest growing startups in Asheville had a combined lifetime revenue of $106M, 80% are cofounded, 40% are female founded, they employ 34S residents, 1/3 are in tech and 1/3 are in health care. These stats are impressive for any small metro, and even more so for Asheville, where nearly half the economy is in leisure, hospitality or retail. 127 Program Awards Innovation Programs and Initiatives | | ��� �����ux��� � ��u ��� Programs � � � � ��m�' �� ��� �� � �m�'� � and�� ��� ��m� � Population: ��»�»� »�»�»� ��»�»� »�»�»� ��x���x����~ ���*v���*�*�* ~~ ~��*v���*�*�* Silver iii 11111"" 1i " DOWNTOWN ORLANDO' ��"�~���"`���� CITY OFORLANDO, DDB/CRA Order Up 200.000 500.000 Or|ando. FL Downtown Orlando isthe origin ofvitality. It's the booming, buzzing, vivid city center that drives, entertains, and magnetizes the region. It's where you turn upthe typical live/work/play into the dynamicthrive/qrov�f|ow. It's the choice for corporate headquarters, trending start- ups, and tartups. and everything in between. It's where you can live in asky-high pad above city lights orinacharming, historic home on a brick-paved street. |n2020. the City ofOrlando's Community Redevelopment Agency (CRA) teamed upwith UberEats todevelop a program to aid downtown Orlando's restaurants that were in the process of reopening to new COV|D safety protocols designed to restore life responsibly. This was anything but business asusual. In an effort to amplify sales while restaurants grappled with operating atless than l00Y6capacity, the CRA funded an initiative known as Order Up that promoted and offered free delivery services via Uber Eats from restaurants located inthe area. --- 128 --- Program Awards Innovation Programs and Initiatives InnoxvAration and Initimatives Population: >500,000 Gold M it M IL 5 Aft aft -ro,YnN INVEST WINUVATE ' 7U ACADIAA Innovate78 One Acadiana and Acadiana Planning Innovate78 Commission > S00,000 Invest Acadiana North County San Diego, CA > S00,000 Lafayette, LA Innovate78 supports the business ecosystem of California's North County San Diego by further elevating the region's Invest Acadiana is a regional initiative committed to reputation and assisting businesses as they evolve. The promoting Opportunity Zone investment throughout South collaborative partnership between the cities along San Louisiana's nine-parish (county) region, known locally as Diego's 78 Corridor - Carlsbad, Escondido, Oceanside, San "Acadiana." This initiative was created through a strategic Marcos, and Vista - helps businesses prosper in place for partnership of One Acadiana, a privately-funded regional the betterment of all who work and reside here. economic development organization, and Acadiana Planning Commission, a public-sector regional planning organization, coming together to lead a conversation on how the federal Opportunity Zone program can help stimulate regional revitalization and resiliency. Together, One Acadiana and Acadiana Planning Commission have convened a cross-sector group of partners dedicated to promoting investment in the 2S Opportunity Zone census tracts across the Acadiana region. Directly or indirectly, the Invest Acadiana initiative will drive almost $200 million in leveraged investments into Acadiana's Opportunity Zones and will contribute to the creation of approximately 1,000 housing units. This is enhancing the tax base, creating jobs, and improving quality of life. 129 Program Awards Innovation Programs and Initiatives Innovation 0 Initimatives ana Population: >500,000 Silver Bronze FAIRFAX COUNTY <.<h ti .,,C K � 111111 ECONOMIC DEVELOPMENT AUTHORITY MICHI Fairfax County The Right Place, Inc. & Hello West Michigan Relay, Connected and Autonomous Vehicle Back To Michigan > 500,000 > 500,000 Fairfax, VA MI Since 2015, Fairfax County (in Northern Virginia) has been Regions across Michigan have been hosting networking focused on growing the economy through supporting events on Thanksgiving "eve" for several years in an effort competitive sectors and new technologies. As part of that to attract former Michiganders back to the state. Because effort, Fairfax County partnered with Dominion Energy, of Covid, hosting these events in person was not feasible in the Commonwealth of Virginia, and local universities to 2020. In response, 12 co-hosting organizations in 9 regions, develop and launch in October 2020 the first autonomous along with the State of Michigan, came together in a first- public transportation demonstration project in Virginia. of-its-kind collaboration to host the events virtually under Called `Relay', the connected autonomous electric (CAV) one new brand: Back To Michigan. shuttle is a pilot project in the vibrant and growing Merrifield area in Fairfax County. Relay demonstrates the Back To Michigan is a series of virtual networking events potential of autonomous vehicle technology and its role where people interested in relocating to Michigan can as a major economic driver and dynamic transit solution. speak directly with hiring employers on a virtual platform. Fairfax County's Department of Economic Initiatives (DEI) The event series garnered over 2,000 registrants and has conceived and launched this project with the Department resulted in hires and relocations. of Transportation, which, in addition to the benefits described above, will Any of the regions could have transitioned their in-person event to a virtual regional event. In an innovative new - Expand the county's research base collaboration, the Back To Michigan Host Organization - Affirm Fairfax and Virginia's position as leaders and Committee brought the events under a single brand for innovators in smart community initiatives; joint planning and promotion—something no one had - Foment emerging sector technology attempted in the 9-year history of Thanksgiving Eve events - Strengthen economic assets in Michigan. - Diversify the local economy by offering underserved populations choices in first/last mile transportation For more information, visit https://www.fairfaxcounty.gov/ transportation/autonomous-shuttle-pilot. 130 Program Awards Creative Financing JIL ■ ■ ■ t.reativre Financing Population: 25,000 - 500,000 Silver Bronze : ................ I 1 6 GROW, UPTOWN MON TANA CONSORTIUM, INC. ECONOMIC DEVELOPMENT Great Falls Development Authority Uptown Consortium, Inc. Great Falls Region Bridge Loans Uptown Innovation Corridor 25,000 - 200,000 25,000 - 200,000 Great Falls, MT Cincinnati, OH The Great Falls Development Authority is an economic Uptown Consortium, Inc. (UCI) brings local neighborhood, development organization and certified CDFI that serves civic and institutional leaders together to focus on the 13-county Great Falls, Montana trade area. As a CDFI, opportunities in transportation, safety, economic we have used gap financing to help make deals come development, community inclusion, and more within together since 1996. A decade ago, we created a new the Uptown neighborhoods of Cincinnati, Ohio. UCI has type of gap financing product, bridge loans, to help facilitated $1.4 billion in development projects in the area make investments happen that otherwise would not. since its inception. UCI manages the implementation of Bridge loans tend to be shorter in length than traditional the Innovation Corridor. The Corridor is a 65-acre mixed- economic development gap loans. Bridge financing use development in Cincinnati's Innovation District. is needed to get projects past a financing hurdle that The Corridor will be an urban district with a vibrant, conventional lenders cannot do. We have provided 24/7 live-work-play environment that stimulates private bridges for a wide variety of projects including brownfield investment, retains &expands existing local employment redevelopment, workforce housing, business expansion, &attracts new jobs&spin-off business opportunities. essential community services, historic renovation, and Flexible housing choices, retail & hotels will be integrated industrial parks. Bridge loans recycle our limited loan into new commercial development, from corporate capital more dynamically to increase our mission impact. offices to collaborative working space & research labs. To date, we have closed bridge loans totaling over $21 UCI is focused on creating a holistic environment where million that have leveraged over $100 million in private people want to live, work, & play to attract innovative investment. These loans have made possible construction companies, top talent& new residents to the Corridor. of over 500 workforce housing apartments, a community Plans for the Corridor emphasize collaboration, innovation health center, two industrial parks with manufacturing &connectivity within the developments & into the and distribution facilities, our downtown's first boutique surrounding neighborhoods. hotel, an animal adoption center, and a food processing expansion. 131 .......... 4-4 N�O .......... hr: h I q 5 - lr\� 4 , h, ti S '-_ l k s 15„ e ) I f — F IS�g i %�- ��- i a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.13. SUBJECT: The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Project Update 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 at 100 E. Ocean Avenue, and along portions of the avenue between Seacrest Boulevard and Federal Highway. Free parking will be available in the City Hall parking lot, 501 NE 1st Avenue (the parking lots behind Hurricane Alley and beside The Boardwalk Italian Ice & Creamery),114 N. Federal Highway (northeast corner of E. Ocean Avenue and Federal Highway), and at the BBCRA Cottage District site. Any additional parking areas that are identified will be announced prior to the event. Due to the limited amount of parking available, event patrons are strongly encouraged to consider ride share services like Uber or Lyft for transportation to and from the event. The festival will feature multiple areas of non-stop entertainment and swashbuckling activities, including: • Five Performance Stages • Authentic Pirate Encampments • The Wheel of Death • Live Music • Stunt and Magic Shows • Cannons • Silk, Gypsy, and Fire Dancers • 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. Visit www.bbpiratefest.com or @BBPirateFest on Facebook or Instagram for more event details. Attachment I - Promotional Flyer 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 F x!a i. ® ► r r � r 1't it � — � stltt - - • i r kf�tl`;`'s•; r INTERPRETERS AVAILABLE UPON REQUEST COPPINM@BBFL.US 561 -600-9097 1 t r(t(, ♦� ♦ �y6S � t t is tU r 1 1� v o t i i'i�;��r e�fi�r � • � r - t nt , �' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 INFORMATION ONLY AGENDAITEM: 9.A. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: SunSentinel: • Events: Fall festivals, haunted houses with plenty of vampires and zombies - https://www.sun-sentinel.com/entertainment/fall-guide/fl-fea-lifestyle-events-fall-guide- 2021-20210920-4uudr7t3ibalvb psumzn6hvfzq-story.html Palm Beach Post: • After 100 years on Ocean Ave., Oyer family selling three buildings, including Hurricane Alley https://www.palmbeachpost.com/story/news/local/boynton/2021/10/04/boynton-cra-buy- oyer-family-properties-including-hurricane-alley/5934543001/ C RA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. a..s;�s, i �Y V ` B E AC H !'a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 CRAADVISORY BOARD AGENDAITEM: 11.A. SUBJECT: CRA Advisory Board Meeting Minutes - September 2, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the September 2, 2021, C RA Advisory Board meeting minutes. ATTACHMENTS: Description D September 2, 2021 CRAAdvisory Board Meeting Minutes MINUTES OF THE CRA ADVISORY BOARD MEETING 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA 33435 HELD ON THURSDAY, SEPTEMBER 2, 2021 AT 6:30 PM PRESENT: STAFF: Golene Gordon, Chair (arr. 6:42) Thuy Shutt, CRA Assistant Director Angela Cruz, Vice Chair Bonnie Nicklien, CRA Grants & Project Mgr Sharon Grcevic Theresa Utterback, CRA Dev Services Mgr Yvonne Skovron Vicki Curfman, Adm. Assistant Joe Josemond Lisa Tayar, Prototype, Inc. Aimee Kelley ABSENT: Naomi Cobb 1. Call to Order— The meeting was called to order by Vice Chair Cruz at 6:32 p.m. 2. Roll Call — Roll was called, and it was determined a quorum was present. 3. Pledge of Allegiance 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda — None B. Adoption of Agenda Motion made by Ms. Grcevic, seconded by Ms. Skovin, to adopt the agenda. In a voice vote, the motion passed unanimously (5-0). 5. Information Only A. Ordinance 20-016 Excused vs. Unexcused Absences by Advisory Board Members Ms. Shutt read the ordinance into the record. The Board Members had no questions or comments. 6. Public Comment Mr. Ernest Mignoli, 710 NE 7 Street, Apt. 407, Boynton Beach, discussed development in Boynton Beach, density increases, the building collapse in Surfside, and problems with Meeting Minutes CRA Advisory Board September 2, 2021 Boynton Beach, Florida his own buildings, asking that there be put in place recertification rules for older condominium buildings in Palm Beach County as there are in Broward County. With no additional persons wishing to speak public comment was closed. 7. Consent A. Approval of CRA Advisory Board Meeting Minutes — July 1, 2021 Motion made by Ms. Kelley, seconded by Ms. Grcevic, to approve the minutes of the July 1, 2021 Board meeting. In a voice vote, the motion passed unanimously (6-0). B. Change in Meeting Time for November 4, 2021 CRAAB meeting Ms. Shutt advised there may be five or six presenters at the meeting in November suggesting that it be started earlier to allow for the additional time. Motion made by Ms. Grcevic, seconded by Vice Chair Cruz, to approve the November 4, 2021 meeting time change to 5:30 p.m. In a voice vote, the motion passed unanimously (6-0). 8. Assignments A. Pending Assignments 1. Review of Commercial Properties within CRA Area Ms. Shutt presented 2508 North Federal Highway as a location for the Board to consider. The property is currently zoned commercial; the asking price is high at $700,000. No adjacent properties are owned by the CRA at this time and there are no current or future plans for this particular lot. The property was being presented for consideration for the sole reason that it had come up for sale and is in the CRA district. Discussion by the Board included allowable uses, use of funds for better locations, and the likelihood of prospective other purchasers due to the location of the property. Motion made by Vice Chair Cruz, seconded by Ms. Skovron, to not pursue as the property does not fit the CRA mission. After additional discussion the motion was withdrawn by Vice Chair Cruz. Motion made by Vice Chair Cruz, seconded by Ms. Grcevic, to pursue at a future time to be determined by the CRA Board. In a roll call vote as follows, the motion failed (3-3): 2 Meeting Minutes CRA Advisory Board September 2, 2021 Boynton Beach, Florida Ms. Grcevic, yes; Ms.Skovron, no; Ms. Kelley, no; Mr. Josemond, no; Vice Chair Cruz, yes; Chair Golene, yes. Discussion continued regarding the pros and cons of the subject property including area congestion, development and work being undertaken nearby, price, and need to retain funds for property within the CRA's current plans. Motion made by Vice Chair Cruz, seconded by Ms. Grcevic, to not pursue as the property does not fit the CRA mission. In a voice vote, the motion passed unanimously (6-0). B. New Assignments 1. Consideration and Discussion of Fiscal Year 2021-2022 Project Fund Budget Ms. Shutt presented the Fiscal Year 2021-2022 Project Fund Budget noting that the budget has been approved by the CRA and will go before the CRA Board for final adoption at the 9/14/21 Board meeting. At the request of Chair Gordon, Ms. Shutt reviewed the budget by line item answering questions by the Board Members as they came up. Ms. Shutt noted that the budget has been formally approved by the CRA; however, if the Advisory Board Members had any concerns or comments those could be presented to the Board at the hearing on 9/14/21. 2. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2021 Annual Conference on October 27-29, 2021 in Fort Myers, Florida Generally this meeting is attended by CRA Board Members, however, two spots are allotted to CRA Advisory Board Members who wish to attend if there are openings available. Motion made by Vice Chair Cruz, seconded by Ms. Kelley, to assign Vice Chair Cruz and Ms. Kelley as attendees if available, with Ms. Skovron as a backup. In a voice vote, the motion passed unanimously (6-0). 9. Adjournment With no further business, the meeting was adjourned at 7:48 p.m. [Minutes transcribed by L. Tayar, Prototype, Inc.] 3 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 CONSENT AGENDA AGENDAITEM: 12.A. SUBJECT: Approval of CRA Board Special Meeting Minutes - September 8, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the September 8, 2021, CRA Board Special Meeting Minutes ATTACHMENTS: Description D September 8, 2021 CRA Board Special Meeting Minutes Minutes of the Community Redevelopment Agency Special Board Meeting Held on Wednesday, September 8, 2021, at 5:00 PM Via GoToWebinar Online Meeting and In-Person at City Hall Commission Chambers, 100 E. Ocean Avenue, Boynton Beach, Florida Present: Steven B. Grant, Chair Thuy Shutt, Executive Director Woodrow L Hay, Vice Chair Ty Penserga, Board Member Christina L. Romelus, Board Member Justin Katz, Board Member 1. Call to Order Chair Grant called the meeting to order at 5:02 p.m. 2. Invocation Chair Grant gave the invocation for Rosh Hashana. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll call established a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda None. B. Adoption of Agenda Motion Board Member Penserga moved to approve the agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. 6. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Meeting Minutes Special CRA Meeting Boynton Beach, Florida September 8, 2021 Vice Chair Hay and Board Member Katz had no disclosures. Chair Grant spoke to Harvey Oyer regarding a Purchase and Sale Agreement for 500 Ocean properties because he felt they need to have it finalized at the September meeting. Board Member Romelus also spoke with the CEO of Community Partners. Board Member Penserga spoke with the new President and Chief Executive Officer of Habitat for Humanity of South Palm Beach, Florida, Jennifer Thomason. 7. New Business A. Approval of an Interlocal Agreement between the City of Boynton Beach and the CRA for the Palm Beach County Housing Authority Auction of the Cherry Hill Lots Thuy Shutt, Executive Director, explained this item is for approval on an Interlocal Agreement (ILA) with the City of Boynton Beach for the CRA's participation and utilization of the American Rescue Plan Act funds for the Cherry Hill lot auction offered by the Palm Beach County Housing Authority. The amount being allocated in the ILA is $500K to augment CRA funds allocated for the same auction. The attachments included all the needed requirements under the ILA as well as any obligations between the City and the CRA. City and CRA staff will be monitoring the auction being held on September 14 and 15t". Chair Grant asked if they were individual lots and learned they were. There are 39 lots as contained in Attachment 3 and included as an exhibit in the ILA. Chair Grant was glad to see the Palm Beach County Housing Authority moving forward with the lots. He hoped to use the lots to provide affordable housing in downtown Boynton Beach. Vice Chair Hay asked if they will bid on all 39 properties. Ms. Shutt explained they will attempt to bid and acquire all 39 properties or as many lots as the funding permits. Staff will not know until the auction starts. The auction will bid one lot at a time starting at the lots appraised value per the Property Appraiser's role. Motion Vice Chair Hay moved to approve. Board Member Penserga seconded the motion. The motion passed unanimously. 8. Adjournment Chair Grant adjourned the meeting at 5:07 p.m. John McNally, Director IT Services, closed the meeting and explained how the public could access the recording. OJZ�A� Catherine Cherry Ud Minutes Specialist 2 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 CONSENT AGENDA AGENDAITEM: 12.13. SUBJECT: Approval of CRA Board Meeting Minutes - September 14, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the September 14, 2021, CRA Board Meeting Minutes ATTACHMENTS: Description D September 14, 2021 CRA Meeting Minutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, September 14, 2021, at 5:30 p.m. Online Via GoToWebinar and In-Person in the City Hall Commission Chambers 100 E. Ocean Avenue, Boynton Beach, Florida PRESENT: Steven B. Grant, Chair Thuy Shutt, Executive Director Woodrow Hay, Vice Chair Tara Duhy, Board Counsel Justin Katz, Board Member 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 Chair Woodrow 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 Board Member Romelus was not well and requested some of the previously discussed items be moved after comments so they could be voted on, as she needs to step out for the afternoon. Thuy Shutt, Executive Director, indicated the items that probably needed attention were the Fiscal Year Budget, 16A and 16B, as well as Items 16G, 16E, and 17A. Chair Grant asked for a motion to move up Item 16A, 16B, 16E, 16G, 161, and 17A after Public Comments. B. Adoption of Agenda Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Motion Board Member Penserga moved to approve the agenda moving items 16A, 16B, 16E, 16G, 161, and 17A after Public comments. Vice Chair Hay seconded the motion. The motion passed unanimously. 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, provided an update from last month's meeting regarding the requirement for the developer of Ocean One to commence construction of a public plaza as required by the Purchasing Development Agreement. As requested by the Board, she issued a letter to the developer and their Legal Counsel, notifying them that they were seeking an update on the status of their pursuit of a permit from the City to permit public construction of the plaza. Ms. Bonnie Miskel, Counsel for the developer, responded the same day the letter went out and said they had applied and since that time she has been working with the City regarding what type of application was necessary. Ms. Miskel has explained that a site plan application is being sought, which the developer feels is overkill given the scale of the project, so CRA staff has a meeting with the developer's attorney, Bonnie Miskel, this Thursday at 3:30 p.m. to further discuss those issues. Additional information will be provided next month. Chair Grant questioned what kind of information the Board should expect. Attorney Duhy indicated it was the Purchasing Development Agreement from a legal standpoint. The Purchasing Development Agreement required Commencement of Construction from the public plaza as of March 2021. Commencement of Construction means the receipt of a permit commence construction and then diligently pursuing the construction to its end. By virtue of their having applied given discussions with the Board, no steps have been formally taken to notice them in default because they have seen the pendency of the application as it steps towards meetings the requirement. Technically, they have not met the steps of the requirement until a permit has been pulled and they begin construction. 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 Romelus disclosed that she had a few conversations with representatives and Kim Kelly. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Penserga mentioned Item 16E and disclosed that he spoke with Lewis and Elizabeth Sweezy. Regarding Item 16B, he had conversations with Harvey Oyer, regarding Item 17A, he spoke with Brian Fitzpatrick. Vice Chair Hay disclosed that he has been helping with the Feeding South Florida. Chair Grant disclosed that he spoke with Harvey Oyer, Kim Kelley, James Barton, Tom Marquis, Azur Equities, Habitat for Humanity, and Bradley Miller, and he reserves the right to supplement any of the other people he has spoken to in the past month. Motion Vice Chair Hay moved to approve Board Member Romelus's reason for not attending as she was ill. Board Member Penserga seconded the motion. The motion passed unanimously. 8. Announcements and Awards A. The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation. Sir Henry Hyde, Lord and Governor, announced that the Boynton Beach Haunted Pirate Fest and Mermaid Splash would be held the last weekend of October, Halloween weekend, on October 30 and 31, 2021. This event is for all ages and there will be free festivities up and down East Asian Avenue between Seacrest Boulevard and Federal Highway. He proclaimed the Tenth Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Halloween Haunt. Additional information can be found on bbpirtatefest.com. B. 2021 Florida Festivals & Events Association SUNsational Awards Renee Roberts, Social Media and Communications Specialist, reported that the Florida Festivals & Events Association, FFEA, recently announced the winners of its Annual SUNsational Awards during their 27th Annual Convention and Trade Show. The program recognizes members innovation, individuality, and creative collaboration and a total of 170 events submitted their materials for consideration. Staff was thrilled to share that the agency was awarded first place in the category of Community Response to Pandemic, for the Bon Appetite Boynton Beach Campaign, which was a social media campaign that ran in the fourth quarter of 2020 to promote five restaurants located within the Boynton Beach CRA area and encouraged residents and visitors to patronize them during the pandemic. 9. Information Only A. Public Relations Articles Associated with the CRA 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 10. Public Comments Kim Kelly, Hurricane Alley, 529 East Ocean Avenue, mentioned they had a nice fundraiser on Sunday. Several local businesses donated to their cause, and they raised $4,000. With $1,000 going to the City link, she presented a check from Hurricane Alley and their customers, other businesses, and Boynton Beach Sister Cities, in the amount of $4,000. She thanked Jeanne and her team for their help. Jeannie Heavilin, President of Boynton Beach Sister Cities, thanked everyone in the community. This money is going to provide tents for residents of Lokai, Haiti, who took the brunt of the earthquake last month followed by Tropical Storm Grace. $5,000 will be sent and they are working with the Gas Gulf Clarence Foundation who is on the ground there. The need for tents and temporary housing will be ongoing for a long time. Their website is still collecting donations and the City website will direct you directly to Sister Cities. Ms. Kelly thanked a lot of DBC members that gave gift cards and to Commissioner Christina Romelus for coming out. She wanted to be transparent and stated that she is putting her hat in the ring for the potential purchase on 211 East Ocean for relocation of Hurricane Alley. Vice Chair Hay asked if there is a physical location where people can drop off supplies for Haiti. Ms. Kelly advised that medical supplies were being received at Firehouse 1. Their understanding is that Haiti does not need clothing, water, or food; the main issue is medical, tarps, and tents. Board Member Romelus thanked Kim Kelly and all the DBC members who participated in the event on Sunday; it was very well attended. She thanked everyone involved. James Barnett, 533 East Ocean, asked if he could participate in the conversation for Item 17A. Chair Grant replied yes. Bradley Miller, Urban Design Studio, also wanted to participate in the Item 17A discussion. Due to no further comments, the Public Comment section was closed. 11. CRA Advisory Board A. CRA Advisory Board Meeting Minutes — July 1, 2021 B. Review of Commercial Properties within the CRA Area C. Reports on Pending Assignments 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Ms. Shutt advised that the last meeting was cancelled because there was only one item to review. More properties will be reviewed at the next meeting. It was noted that Chair Grant requested staff notify property owners when there are available properties. 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 CRA to the City for the CRA Owned Parcels located at the NE corner of NE 3d Street and NE 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 None. Motion Vice Chair Hay moved to approve the Consent Agenda. Board Member Katz seconded the motion. The motion passed unanimously. 14. CRA Projects in Progress Chair Grant requested all the CRA Projects in Progress be tabled. A. Rock the Plaza at Ocean Plaza Recap 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 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 Ms. Shutt noted this item as moving along. Motion Board Member Katz, moved to table all the CRA Projects in Progress. Board Member Penserga seconded the motion. Motion passed unanimously. 15. Public Hearing 16. Old Business A. Approval of Fiscal Year 2021-2022 Project Fund Budget Vickie Hill, CRA Finance Director, indicated that the Board approved the budget last month; however, she wanted to make sure everyone understood that staff recommended they move Residential Grant Program funds of $95,000 to MLK and $20,000 of the $25,000 Signage Grant to MLK; and $5,000 stayed with Economic Development Grants. Everything is mostly the same, but she wanted to make sure the Board knew what transpired last month. Ms. Hill provided a brief overview and highlighted the following: • For MLK Jr. Boulevard, the Corridor Redevelopment Projects had rollovers of$1.3 million and they are allocating for 2021/22 $631,853. The end balance will be $2,025,815. • The MLK Corridor Centennial Project, the Local Government Match, the rollover is $625,750. • Cottage District, the rollover is $73,825. They will be placing $312,000 in there with an ending balance of $385,825. There are purchases for the Palm Beach County Housing Authority Lots, which will be rolling over$500,000 and they received another$500,000 yesterday from the City to help purchase some of those lots. That number will change to $1 million, but if nothing is purchased, the $500,000 will go back to the City. 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 • Sara Simms Amphitheater; there is already a purchase order for $150,000 out of this budget. • For the acquisition for 508 East Boynton Beach Boulevard, which will be closing in November, they have $823,000. • Boynton Beach Boulevard Street Scape Improvement Project $590,580 will be rolled over. • There is an ILA with the City for $250,000; $51,525 is rolling over and $198,475 is being added, for a total of$250,000. • Property Acquisition; $77,843 is rolling over and $2.1 million is being added, for an ending balance of$2,247,789. • Neighborhood Officer Program; $101,283 is rolling over and $423,344 is being added, which will give an ending balance of$524,627, which was requested. • Commercial Economic Development Grant; $6,600 is rolling over and $550,000 is being added, for an ending balance of$556,600. • Business Promotions and Events; $40,000 is rolling over and $725,760 is being added, for an ending balance of$765,760. • Business and Marina Marketing; $59,000 is rolling over and $16,000 is being added for an ending balance of $75,000. • Site Work and Demo; $71,592 is rolling over and $125,000 is being added for an ending balance of $196,592. • Professional Development Services, which are appraisals; $85,891 is rolling over and $125,000 is being added for an ending balance of $210,891. • Their contingency is $150,000 and that is being rolled over. Board Member Katz asked that Ms. Hill explain the reasoning behind the closing of the Signage and Residential Grant Programs. He questioned if it was not being used or if there was something else. Ms. Hill stated that was it. If anyone would like to do anything they can come before the Board and ask, but no one has, and that is why staff suggested closing the program. Chair Grant questioned if anyone still wanted to apply for the program if they had until September 30, 2021 to file an application. Ms. Hill replied yes. Vice Chair Hay questioned if they were waiting for something for the amphitheater. Ms. Shutt believed the City was in the process of preparing or looking at the bid documents. The money is already saved in that line item through an ILA as well. She believed the City would be doing the construction and managing that project. She will coordinate with City staff and get back to the Board. 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 B. Consideration of Resolution No. R21-02 Adopting the CRA Budget for Fiscal Year 2021-2022 Vickie Hill, Finance Director, explained that this is just adopting the Resolution for the Budget, and it will go before the Commission on September 21, 2021 for approval. Motion Board Member Penserga moved to approve Resolution R21-02. Vice Chair Hay seconded the motion. The motion passed unanimously. C. Discussion and Consideration of the Employment Agreement for the Executive Director of the CRA Chair Grant questioned if this item needed to be discussed or if she could be Interim for another month. Attorney Duhy advised a motion could be made to continue her under the current terms as Interim and table this for consideration in October, or it could be done quickly. Attorney Duhy provided a brief presentation as follows: The draft agreement that has been reviewed and agreed to by the Interim Executive Director is for the position of Executive Director under the same terms and conditions as Mr. Simon was operating. The only questions, in terms of whether the Board would like to make changes to the salary, as this is the time when annual increases are usually applied to this contract. The current salary is $159,214 and she believed Ms. Hill budgeted a 5% increase for staff as general, so that would be consistent with other raises for staff. The other change recommended was to increase the car expense from $3,000 to $3,360 to show an annualized increase in the mileage valuation that happens every year. The Board could approve as is, they could increase salary, and leave or increase the car allowance. Chair Grant stated he would increase the car allowance to$3,600 so it is an even number of $300 per month. As far as raises, he would be happy with the 3%. Board Member Katz questioned if the statement was that the entire CRA is inline and budgeted for 5% raises. Attorney Duhy replied yes, it is budgeted up to that amount. Board Member Katz supported the incorporation of the raise because if the previous Director decided to resign in November that would have been his salary. He was in favor of the $3,600 car allowance and of the proposed 5% raise. 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant questioned if it was Ms. Shutt's decision regarding CRA raises. Attorney Duhy replied yes. Motion Motion moved by Board Member Katz, and seconded by Vice Chair Hay, to approve the incorporation of the 5% raise and the $3,600 car allowance. Motion passed unanimously. D. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for thee CRA-owned Property located at 401-407 E. Boynton Beach Boulevard Chair Grant suggested tabling this item to the next meeting. Motion Board Member Katz moved to table Item 16D to the next meeting. Vice Chair Hay seconded the motion. Motion passed unanimously. E. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi- Family Rental Apartment Project Update Ms. Shutt provided an update and stated that last month, the developer, Centennial Management Corporation, identified $4.9 million in a shortfall for the project. They are currently in for building permit. Centennial cited there was a shortfall due to the pandemic, where costs of materials and labor was approximately 20% to 30% higher than anticipated. Additionally, there was also a shortfall of approximately $1 million because of the decrease in rental income that could be earned based on the State's action due to the Covid pandemic. There were also some costs associated with infrastructure improvements offsite that needed to be done as part of the development and to facilitate redevelopment in the corridor. The Board send the applicant back to meet with City staff as well as Centennial to see if they could minimize those costs. She reported that of the $4.9 million, there was a $3.1 million shortfall. Of that $3 million, approximately $1.116 million could be accommodated or assisted through the City's funding for AARPA, American Recovery Plan Act, which left about $2.063,288.54 that could be considered by the Board tonight as part of the TEFRA Agreement. Centennial has provided all the backup material and Attachment 6 is an abbreviated summary that details in short with spreadsheets and where the numbers and evaluation. The $2.06 million shortfall has to do with several aesthetics to the building and they agree that many of those add quality and durability as well as a better sense of quality for the area, one of which being the metal roof, which is better than asphalt and more durable. Many items have to do with the trusses in the roof. At the end of the attachment, the differences between the original elevation and building treatment can be seen. Ms. Elizabeth Roque was here to go into more detail. She asked that Ms. Roque also touch on what to do with the Neighborhood Officer Program space at the Ocean Breeze East because staff needs to close that item. 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Previously, Centennial asked for the 2,300-square-foot building to be used for their needs and the Board did not want to move forward until they knew exactly what those uses were. The Chief also wanted to relocate that office to the MLK Commercial portion on the north part of this site because he felt it was more appropriate. Staff agrees, but before they can move forward, the Ocean Breeze East property needs to be closed. Information regarding Boynton Beach residents who currently live in Ocean Breeze East and how many jobs were brought in for that project, can be discussed at a later meeting. Direction is needed on the NOP office. Elizabeth Roque, Centennial Management, 7735 NW 146th Street, Miami Lakes, distributed a handout to Board members. She provided a brief overview of the handout with the following points: • Page 1 is the original rendering of what was proposed for MLK. This is a final and they are currently in permitting and will be coming out shortly. • The second page is another rendering of the final look. • Page 3 is what the building would look like if they took away the $1.2 million in roofing and decorative metal materials, which would not be very attractive. • Pages 4, 5, and 6 are renderings from the architect that were in the original Power Point presentation. The last time they talked they spoke about the original numbers when Commissioner Katz questioned what the building would look like if no changes were made and what the numbers would be. They put together the original budget versus the current construction budget and were at a grand total of $27,923.566.14 versus $23,145,000, which is where they are today. The breakdown of the decorative work can be seen off to the side that still ties out to the $1.2 million for decorative roofing materials, trusses, etc. They are hoping to hold the $23 million but are still having issues with the contractors and getting all bids finalized. They are holding that number and sticking to it; they are not going to come back and ask for anymore than the approximately $2 million left in their shortfall if the City is kind enough to give them the $1.1 million out of the Recovery Act. Board Member Katz questioned what happens if there are changes and who absorbs that cost. Ms. Roque stated they absorb the costs; they take full responsibility of saying they are committing to the $23 million and if there is a cost over more than $1 million, that comes out of their pocket. • Page 10 is the breakdown of how they came up to the $1.2 million for decorative roofing materials and it breaks down by building, truss, labor, and then each of the three buildings. • Page 12 is the letter from First Housing showing they originally had a first mortgage of $10,685,000 and that it was reduced to the $9,659,000. She is hoping this will 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 help them with the City and the Recovery Act Fund to be able to fund that portion of the shortfall. Regarding the original Utility budget, they went back to the City and walked them through every line item when they were originally coming up with a $700,000+ number for Utilities. After those meetings, that number came down to a little over $90,000, which is on Page 14. Ms. Shutt clarified that Centennial would pay the difference in upgrades of the Utilities and the City would continue to do the upgrades, so it could be facilitated for redevelopment along the corridor as well. Centennial is paying the difference for their share. Ms. Roque referenced Page 15, which was the old spreadsheet showing where the Utility numbers were. As far as material cost, they put in a 30% increase for material cost based off numbers from Ocean Breeze. That 30% was very conservative; they cannot hold those numbers, but it gives an idea of the increase from when they finished Ocean Breeze to where they are today with Wells Landing. They have no control over these costs. Ms. Roque stated the last page was the budget for the CRA Retail Center. Ms. Shutt advised that would be negotiated under separate agreement and brought back with the TEFRA later. That is almost fully funded with the budget allocation. Vice Chair Hay questioned if they were down to $90,000. Ms. Roque confirmed they are down to $90,000 from $700,000. Utilities was hoping to get a lot of work done, but that was not something that was originally discussed and not something expected during site plan approval Vice Chair Hay asked if this was for infrastructure, not in material, and questioned how the reduction was done. Ms. Roque stated the reduction came from the Utility company saying they did not have to do this or find another solution. Ms. Shutt Indicated it was because this was an Affordable Housing project, and it is within the Census Tract that could qualify for the ARFA Funding. Ms. Roque is getting the difference in the upgrade of what she needs for the property and then the Utilities Department and City would come up with the difference for the larger pipes later with ARFA money, 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Vice Chair Hay questioned if it would be.more efficient to start with a ten-inch pipe instead of an eight-inch pipe. Ms. Shutt stated that the eight-inch pipe may be existing, so they would have to upgrade to a ten-inch, which is all they are obligated to do. The $90,000 is their share of what improvements are needed. Ms. Roque advised they are pushing everything through permitting and hoping to have everything out by the end of this month. They would like to break ground by November to get it underway. They are going to apply for a site clearing permit much sooner, so work will be seen out there; one building was demolished about a month ago. Chair Grant was excited about the commercial component. He asked that Ms. Roque speak to the Board as to what they could negotiate rents for new tenants and what kind of tenants they want to see, and what the CRA could do for the future aspect for commercial tenants. Ms. Roque thought as far as they were concerned, this was their street, and they could put whatever they want to put in there. The applicant is ready to provide it, build out the space, and make sure MLK is successful in every way, shape, or form. Ms. Shutt mentioned because this is a separate agreement and it is not tied to the project and funded partially through the State, this is going to be a separate agreement for just the commercial space. She thought the applicant could set whatever parameters the Board decides and directs them to do since they are funding the endeavor. Ms. Roque was hopeful that they could start working on this in the next few weeks and have it ready for the October Board meeting for review. Ms. Shutt strongly recommended that because the building and the building shell for commercial is currently in permitting. Staff will work diligently with Ms. Roque. Draft agreements have been sent to her already for the TEFRA and for the Development Agreement. There will be a draft for the Board to look at. Motion Vice Chair Hay motioned to move forward with the amount of money and TEFRA Agreement. Board Member Penserga seconded the motion. Motion passed unanimously. Attorney Duhy suggested the Board reference the agenda backup for the dollar amount and recommend that the motion is to approve that amount of money be provided in a TEFRA. Chair Grant asked if the correct amount was $2,063,288.54. Ms. Shutt thought they should say it is not to exceed that amount of money. 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Motion Chair Grant clarified that the motion was for $2,063,288.54, not to exceed for a TEFRA Agreement for commercial development. Vice Chair Hay agreed to the amendment. Board Member Penserga seconded the motion. The motion passed unanimously. Ms. Roque stated that was for the Residential portion and was an amendment to the initial TEFRA. Attorney Duhy advised they did not have a TEFRA Agreement, they had a Purchase and Development Agreement. There was an opportunity to amend the Agreement or go with the TEFRA; she thought the Board chose to go with the TEFRA. Ms. Roque referenced Ocean Breeze and commented that they are so proud of this community. A contract was recently signed for over $40,000 to install an upgraded security system where there would be live feed directly to the Police Department and License Plate Readers, Chair Grant spoke with a non-profit to hopefully use that additional space as a possible community activity center for the future. He did not know what Ocean Breeze planned o do with that space. Ms. Roque advised there were no plans for that space, they have been using it for storage. Two different people have approached them to rent the space; however, nothing has materialized from that. They are open to whatever is going to help keep the community safe and to provide an outlet for the children if there is something they can do. From a construction perspective, she believed two subcontractors were hired: Ridgeway Plumbing and an electrical company. Chair Grant attended Meet the Mayor welcoming new residents. He thanked Ms. Roque for hosting that event and having the discussion. He thinks CPTED and Crime Prevention will be done with Wells Landing, so new residents are not upset that people are running through their community. Ms. Roque stated the community is a little different, but they are planning on fences and security and looking at other alternatives for entrances to the buildings, so there is no entry through the gate unless there is a key fob. She wants to make sure there is some type of Grand Opening at Ocean Breeze sometime after Thanksgiving. F. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC Ms. Shutt indicated that staff is recommending the Board give them until October 12, 2021, if Mr. Gotsman is agreeable to changes so he could work on revisions to the exhibit. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 She explained that staff met with Mr. Gotsman, and he has provided enough to at least revise the terms of the Purchase and Development Agreement. There are still some reservations, but there is enough information and requirements in the Purchase and Development Agreement that could safeguard some of the public interest. They did their due diligence and visited some of his sites in Pompano. As far as the financial capability, there are safeguards in the Purchase and Development Agreement to ensure they do not close on the property until he gets a binding financing commitment and closes on that amount before turning over the land. She noted there is a reverted clause. She mentioned one of the conditions about maintenance of affordability and whether the Board wants to give staff direction. Currently, as it works, deed restrictions are required on the property to maintain that if the homeownership opportunity, owner occupied units, as well as passing the unit forward should there be a sale in the future, so it prevents any kind of investor from flipping the building within a short amount of time. Staff is recommending 15 years and if they were to sell within 15 years, it needs to be passed onto future occupants or perspective buyers in an income range up to 140% of Boynton Beach area median income, but it is also to be in the same category as the previous owner. Chair Grant questioned what the Board's decision was tonight. Ms. Shutt explained that this is to allow the Board to finalize some of the points with Mr. Gotsman and bring back the Purchase and Sale Agreement at the October meeting or to a future meeting. Board Member Katz mentioned that staff was adequately comfortable with this moving in the direction. Ms. Shutt stated that the numbers seem to work. She is comfortable, but hesitant in terms of the ability to build the project within a certain amount of time. She was willing to give it a chance if Mr. Gotsman agreed with all the terms staff is recommending. Board Member Katz questioned if the concern was about the ability to build within the time given relative to the prospect of selling it on a site-by-site basis. Ms. Shutt thought the concern was that this is his first for sale project based on the information given and the ability to do that on our project. She believed with the safeguard they have, it could give adequate timeline and milestone, and they would know relatively early on his performance. Board Member Katz questioned the consequence if the timelines were not adhered to. Ms. Shutt stated the consequence would be that Mr. Gotsman would not get Incentive Funding of $385,000 and he would not get the land before providing a binding commitment of his financing. There is also a reverter clause for units he has not sold once he subdivides the property. 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz questioned if there were any other potential measures Ms. Shutt could think of that would further safeguard their interests. Ms. Shutt suggested perhaps a reporting every six months as to the status. Currently, there is an annual reporting of what has been sold and all the information about the perspective buyers. Staff needs Mr. Gotsman to help them understand his plan for local engagement because unlike some of the other developer builders, they have control on how they build and the pricing. It is a little different with Mr. Gotsman because he will be engaging contractors and subcontractors and that is one of the hesitancies she has. Attorney Duhy commented if this comes back in October, the terms of the Agreement would be outlined, and the Board could discuss how that would play out during that discussion. Ms. Shutt stated the Agreement is included with their recommendations and about a dozen strikeouts that may have been discussed. There are only about two or three that need to be worked out. Board Member Penserga asked if the supportive documents could be explained. Ms. Shutt indicated that staff visited some of the sites Mr. Gotsman presented in his original packet and in the revised packet in April. Even though there are rentals and townhouses, they are smaller in scale. Research was conducted on the Pompano and Davie projects, and it seems from the time the Development Agreement was signed to current, they are moving slow. It was noticed that out of the three or four projects in Pompano, the one under construction has 11 townhouse units. Permits were issued in July 2020 and to date, probably seven units are under construction. Their reservation is that this may be his first for sale unit, but if he is diligent, he can get it done; there are no examples. Board Member Katz questioned if Mr. Gotsman could address Kensington Square and asked what happened. Mr. Gotsman stated a few things happened; there was an issue with Development Agreements they had with the City of Pompano. They purchased the land to develop 11 townhomes and when they finished their planning, they were told they could only build eight. Apparently, an exception was voted prior, and they had to change the whole Planning and Zoning because the site would not allow them to build 11 townhomes that was agreed to with the CRA. By time they were ready to build, they were some Covid issues, and they had to try to value engineer some of the projects. They are working very hard to make sure they can maintain the houses at the prices they said. He noted this is not their first project. In terms of the development team, they use the same people. Board Member Katz mentioned shortfall and questioned how Mr. Gotsman plans to address it. 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Gotsman advised they are not asking anything from the CRA because the land donated for the project does not come through them, they are the developers who are building the homes. Each lot would be given to whoever is purchasing the home, they will not be sold to investors because some of the guidelines in the Development Agreement, says it must be sold to the local community or someone within short AMI. There will be a restriction of 15 years and there will not be any rentals. Those will be safeguards on the product, so they must be diligent in terms of development. By the time they get to Planning and finalize the site plan, they would have to make sure every inch of the house is designed properly. They are not going to have shortfalls on cost and the good thing is they are on top of pricing. Chair Grant commented that he would like to continue working with Azur Equities. He had conversations with Mr. Gotsman and there are many options available for new homeowners. One of his concerns was the Association that is there afterwards. He questioned if that was addressed as part of the Purchase and Sale Agreement. Mr. Gotsman explained they have plans for a Homeowner's Association, which is going to be minimal, because they need to maintain affordable homes. There will be street cleaning, maintenance of the lawn, and the main electric will be within the community. They want to keep prices as low as possible on the numbers provided; most houses could be below the $300,000 range. All the savings are being passed onto the end buyers. Ms. Shutt stated there is a section in the Purchase and Development Agreement, 20K, that requires the creation of a Homeowner's Association with the fine and limited authority over common areas. Staff could make sure they see a draft document if necessary before it is turned over to the Homeowner's Association. Mr. Gotsman advised once they have a Developer Agreement, they have to make sure the site plan works and once an actual site plan is approved, they can start working on construction documents. Ms. Shutt stated they could work on that before turning it over to the Homeowner's Association; usually, it occurs at around 80% sell off. Vice Chair Hay wants to continue working with Mr. Gotsman. He questioned how many units are complete in the Pompano project out of the 11. Mr. Gotsman stated they are still under construction in Pompano; the project should be finished in January. Vice Chair Hay mentioned that developers have come through and completed over 100 units in a year or less. He noted that the Developer's Agreement was executed over four years ago, and they still have not completed 11 units. 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Gotsman explained that it took close to two years just to get to Planning. There were some issues documented with the City. The Development Agreement said they had to develop 11 townhomes, but the Zoning and permitting would not allow them to do so. It took a long time to work with the City and their Attorneys; it took almost a year just to find a solution. It was a long process. Vice Chair Hay questioned if Mr. Gotsman could ballpark this project, the Cottage District, and asked what his feeling was as far as timeline for completion. Mr. Gotsman estimated about six months to get Planning and Zoning and site plan approval, then more time for construction documents. It could go faster, but it is better to have the time and do it correctly. These are single-family homes and townhomes, and it should take about 12 to 14 months maximum to complete. After that, it depends on fast they sell. They have a plan to do aggressive marketing and they are going to work with the City. He did not think the houses would last long. Chair Grant asked if staff needed a motion to continue. Ms. Shutt replied yes, and to make sure Mr. Gotsman resubmits some of the materials. Board Member Romelus stated she wants to make sure City staff works with Mr. Gotsman to help him overcome situations he has faced in the past few months. Ms. Shutt stated those plans have already been forwarded to Planning and Zoning Development staff prior to resubmittal and they are happy to see it meets most of their requirements. They will continue to work with City staff as well. She noted there is some credit that can be given for previously existing homes for utility bills. Part of the incentive funding from the CRA is for infrastructure, which is approximately $385,000, that will be released as the project progresses. Motion Board Member Katz moved to continue item 16F. Vice Chair Hay seconded the motion. Motion passed unanimously. G. Project Update for the Purchase of the Properties Located at 511, 515, and 529 E. Ocean Avenue Ms. Shutt stated this is an update of the properties located at 511, 515, and 529 East Ocean Avenue. Staff was instructed to negotiate a contract and give direction by the Board on July 13, 2021. The initial asking of the contract was for a $3.6 million purchase price and a closing by the end of this year. Staff has been diligent and working with 500 Ocean Properties, and the property owner, Mr. Harvey Oyer, the representative, since the August 10, 2021 meeting. The staff report details a weekly meeting or discussion with Mr. Oyer as well as documents going back and forth in the negotiation stage. It is good 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 to note that this property was appraised at$3.4 million. To date, several larger ticket items have been received, which narrows it down to four critical items. Since the Board Packet Publication on Friday, they received a redline item of the draft Purchase of Sale Agreement that was forwarded to Mr. Oyer on August 20, 2021. That document is in Attachment 6. The item she referred to that was received last Friday is Attachment 7. Since then, they have been able to review the documents thoroughly with Counsel and she turned the discussion over to Attorney Duhy so she could go through the point enumerated in Mr. Oyer's redline. The four items involved are the presentation of some historical elements in the building, providing certainty for some of the tenancies, specifically Hurricane Alley Restaurant and the Oyer Insurance office, a close by the end of the year is the deal breaker, and the last item is looking at renewal of existing leases or compensation to seller for the income loss. Many of these items are outside of what staff would do in a normal acquisition and outside of the asking and request of a normal acquisition. Attorney Duhy, advised the document was received on Friday. There is a three-page document that highlights the terms the seller is asking, which are different than the CRA standard contract and where appropriate CRA's recommendation and/or what was presented in the standard contract. To the extent there is a willingness to go through each of the points and direction can be provided, she can do that. She thought the bigger ticket items were summarized, but in order to finalize an agreement, staff will need direction on these points as they vary from what was proposed in the standard agreement. Board Member Katz questioned if the Board wanted to hear everything from their attorney or if they wanted to have a discussion with the applicant line-by-line. His personal preference would be to go through the whole thing and if the Board agreed with 90%, they would only have the remainder to discuss. Board Member Romelus preferred that the Board comment as they go line by line. Chair Grant wanted to make sure the Board understood the difference between offer, acceptance, and consideration. This redline copy received from the seller is an offer, so he questioned if any changes were a counteroffer from them. Attorney Duhy stated it is a negotiation at this point until it is signed. These are the terms they have put before them that they are happy to proceed under. The redline draft presented is a copy of the agreement as they would be happy to execute. Again, this was received on Friday and there are some points to go over as to how the Board would like them to proceed. Chair Grant wanted to make sure the Board remembers recalled what happened to Family Dollar when they were looking to make changes to the contract and they lost the ability to come back next month for the contract. Board Member Katz pointed out that he did not vote to re-obtain it, so technically, the majority that voted not to re-obtain it, got what they wanted. 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Attorney Duhy thought since the document was 15 to 20 pages, it would be easier to go over it in an abbreviated fashion. • Beginning with the deposit in the draft prepared by staff, the CRA staff recommended a deposit of $100,000 given that financing is currently in play. The seller has increased the deposit to $200,000. The other piece of information relevant to the deposit is the release of deposit. The CRA staff draft proposed $25,000 of the deposit be released to seller within ten days of the expiration of the Feasibility period with the remainder released at closing. The seller is requesting the entire deposit be released upon expiration of the Feasibility period and become non-refundable at that point and time. Board Member Penserga questioned how this is usually determined in other contracts and if it was some standard percent. Ms. Shutt stated as in some of the other purchases, it varies depending on mutually agreed terms and costs. She mentioned two that were recently done; the Congregation Church deposit was $25,000, but there was a post occupancy, it was the church and no tenants. The Post Office at 217 North Seacrest Boulevard was $1.4 million with a $100,000 deposit and they had the option of closing at three years. The companion, 209 North Seacrest Boulevard had a $100,000 deposit, but the closing date was later, at least nine months or three years. There were smaller properties recently purchased such as the 401 to 411 building, which was around $900,000, but the deposit was comparable or less than what they were offering. Also, the Bradley Miller site at 508 East Boynton Beach Boulevard, for a purchase price of $917,000, which was comparable to what they were offering. Chair Grant questioned if Attorney meant the same amount or same percentage when saying comparable. Ms. Shutt clarified it was the same amount and then it was always subject to after the inspection period. Chair Grant commented that because this is $3.6 million; it sometimes is required to have more of a deposit because it is more of a price. Ms. Shutt agreed, but at the time they were doing this, it was not a budgeted amount. There was only $77,000 in the line item, so they could' not offer more to the escrow because there was only $77,000. They always usually put the remaining after the first disbursement is released, which is to be done at closing, so it is a little different where the seller wants the full amount right afterwards. Given there is a six-month closing, they believe it is a reasonable offer. Attorney Duhy explained as far as the note that it becomes non-refundable after expiration of the Feasibility period, she would want to ensure her recommendation is what the Board wants to do and that they ensure the timing allows 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 this Board to have a meeting to convene to terminate the contract in order if that is the desire, but to have the opportunity to consider terminating during the Feasibility period. This needs to be made clear. Board Member Romelus would like the Board to have input as they are going through the changes, so they do not have to go back and adjust the items. She commented that she would accept one or the other; either they find a way to make the $200,000 deposit, but it would be on their terms in terms of the release of deposit, or if it converts, that they have control of the funds, and we give uprights in terms of timing with $100,000. It cannot be both; it must be one or the other. Chair Grant disagreed. His goal was to get the Purchase and Sale Agreement agreed to date. If there is not an agreed to Purchase and Sale Agreement tonight, it is unlikely or a chance, they would not get it, which he believes the Board wants. Board Member Romelus would like to close this contract tonight, and she thought the seller had terms he was willing to agree with as well. She did not think the Board had to have every single term the seller is proposing, there can be places where they can find ways to discuss this. She thought it would behoove the Board to have open dialogue about the terms of the contract, so they hopefully could come to a conclusion tonight. She thought the seller needed to be willing to make concessions as well, it does not only have to be on the Board. Chair Grant suggested rather than going through the entire thing that they go through each item and hear from the applicant, so they could agree or not. Board Member Katz was open minded to Board Member Romelus' idea. He was not going to treat this as if a decision must be made tonight because perhaps six or seven items into this could be something that could be traded for a previous item. His view was that he was not concrete on anything until he heard everything. Board Member Penserga recalled Mr. Oyer saying in the previous meeting that this was contingent on completing the sale by the end of the year. Perhaps they should begin with the question if this is going to be completed withing the year and why they are negotiating all these individual terms. He suggested working backwards and if they could make it by the end of the year, then figure out the other terms. He questioned if they could discuss the banks and timeline and figure that out first. Ms. Shutt explained that last month the Board asked staff to look at financing with four banks; the banks were slow in responding. Two of the banks are their own banks, and Truist is listed on Attachments 8A through 8D. Term sheets were provided from each of the banks. They approached Valley National Bank, Truist Bank, TD Bank, and PNC Bank. Truist and TD Banks are the CRA Banks, and their term sheets are attached. Valley Bank is a community bank; they were the only one responsive, and staff met with them about two weeks ago. In their conventional loan, they can meet the requirement to close 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 December 15, 2021. Generally, once a term sheet is accepted and they are asked to move forward, they would need 30 days for underwriting and 60 days to close. Their term is that they do not loan 100%, their loan to value is 75%, so they would have to go with cash for the other 25%. It is 4% fixed and .35% for the loan fee. They cautioned there are a lot of caveats to the term sheets, one of which is that they need to inspect the appraisal and they may need supplemental information on the $3.4 million appraisal given. Board Member Penserga questioned what the inspection adds to the timeline. Ms. Shutt stated that Valley said they could do it with a closing of December 15, 2021.. In short, the others have certain terms as well, but Truist and TD Banks want to reevaluate the Bond to give the best rate. There is more than just the loan and there are the terms. PNC want them to move all their accounts to their bank. It is not straight forward, it can be done, but it must go through their underwriting, etc. It is not a matter if they are not good for the money, it is just their timing and what they do. They must go through whatever they need for underwriting and what they need to secure closing documents. Vice Chair Hay knew they were going through the financing and questioned the reason for the rush and if it was because of income tax purposes. We should not be in a rush. Mr. Harvey Oyer, Managing Member of the Seller Entity, 500 Ocean Properties, was before the Board two months ago at the July meeting, and he made it clear about their interest in selling at this price, which is less than other developers have offered, and they think and even below market, their goal is to sell before the end of the year. That is because President Biden has proposed a drastic tax increase and every version being discussed includes either completely doing away with the long-term Capital Gains Tax treatment or significantly increasing it. In 2021, $3.6 million is about the same as $4.2 million or more after the first of the year and that was why he wanted to close this year. Vice Chair Hay commented this was the reason it is an absolute showstopper if they cannot make that date. Mr. Oyer indicated that the price would go up. They were trying to give the City a fair price, what they think is below market, but it would have the same net result to them if they were to sell it after January 1, 2021 for more money. Their only chance of locking in today's Long-term Capital Gain rate is to do the deal before the end of this year and hope Congress does not make it retroactive. They are the ones taking the big risk because they could wind up paying a higher tax rate anyway, in which case the taxpayer gets the bargain. The rush is driven entirely by tax issues. There are some other issues on lease renewals that were discussed two months ago, which also have to do with timing. The big timing issue is the Federal Tax issue. 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Attorney Duhy advised they have noted that the closing date has been articulated no later than December 31, 2021. She reviewed the following sections of the term sheet as follows: • Title to be conveyed; the CRA staff drafted a Warranty Deed, and the seller has amended it to say, "Special Warranty Deed". The difference is that this type of Deed guarantees there are not defects or problems that have arisen during the seller's ownership but makes no promises about the condition of the title before the seller owned the property. • Feasibility period: The length of the Feasibility period in the CRA's draft agreement was 60 days. The seller is requesting to reduce that period to 45 days. This is important to the extent the Board agrees to have the deposit become non- refundable within 45 days. Chair Grant would say if they had the ability after the November meeting, which is 60 days; otherwise, they would have to decide in October, or the money would be non- refundable. Attorney Duhy indicated because there is no financing contingency in this agreement, under the Feasibility period, the Board would have to terminate if they were unable to obtain a loan at the terms requested to move forward. The time it takes to obtain financing, which she recommended be the Feasibility period, because to the extent the deposit becomes non-refundable at that time, they would need to know where they stand regarding the status of the property and the status of financing for the transaction. • Termination prior to expiration; The seller made some technical edits regarding written notice be provided prior to 5:00 p.m. Some additional language was added regarding default that she did not recommend adding because it was captured elsewhere in the agreement and it is her preference to deal with one issue in one place, so there is no potential conflict. • State of the property; The seller added language that says the purchaser is purchasing the property as is with no warranties or representations regarding its fitness for any particular use. Attorney Duhy reiterated the importance of the Feasibility period is to understand where and how the building stands. In most cases with the CRA, property is purchased with the intent to redevelop quickly, demolish in some cases, and have vacant property. If there are going to be tenants, the fitness of the building will matter for the use to which the tenants are putting the property to, and that is why it is important to the extent there are continuing tenants for any period that the CRA owns the property. Board Member Katz mentioned the inspection and knowing there are current tenants with existing leases and subject to potential extensions and questioned if the inspection would 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 be more than just an inspection of the building itself, but an inspection of the current uses and concerns relative to the current uses. Ms. Shutt stated it would be an inspection of the building and the structural, mechanical, and electrical, but not for use approval. Hopefully with the Business Tax Receipt received, the use has been taken care of, but they are going to look at the basic building components and the skeleton. In terms of researching permits, that is in the building system as well as the codes that were in place when these uses were in there and activated. They will also be looking, during the normal due diligence period, the price it costs to repair and the life of each of those components. They have done that already to provide a report when they did the 401-411 building. A structural analysis was done of each of the components and a cost estimate for repairs or maintenance. Board member Katz commented there would be a way through the inspection process through existing City documents to verify that. He noticed this was the only one without any CRA language. This is the most important one, so if the Board were not inclined to accept what was proposed, he questioned what their response would be. Attorney Duhy advised that requirements would be made for a specific representation regarding the fitness of the property to date for uses that are currently being put, meaning there would be a warranty from the seller that the property is in good condition and standing to support any leases in existence or that would be in existence from the time they take over the property, to support those uses, and there were no potential Code Enforcement, etc., type issues they know of. Board Member Katz asked if some simple language could be fashioned. Attorney Duhy replied yes. She continued reviewing the sections of the term sheet as follows: • Title and Survey; There are two separate review periods for the CRA to look at documents; one is the Title Review period and the other is the Feasibility period. The Title Review period as proposed in the agreement, is a 30-day period for the purchaser to review the title and make any objections to encumbrances or any other defects that a title report would detail. The CRA standard contract requires seller to undertake all necessary activities to cure all title defects. The seller has deleted this requirement and will not be required to cure any title defects. Under these terms, the CRA would have the option to close on the property as is or terminate the contract. The CRA staff's position is if this seller term is agreeable, they need to be clear that the time for Title Review allows enough time for the Board to convene if anything needs to be brought to their attention during the Title Review period. • Updated Title Commitment: The seller is requesting a limitation on the ability of the CRA to object to title defects that arise after the initial title commitment. It is standard to have a provision that says you can update title, but she did not expect 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 they would do that given the short period of time. Nonetheless, if a defect shows up, standard language would be recommended and not amending it as proposed. Given there is a deadline overall to close by December 31, 2021 in the proposed terms, she thought there was no reason to change that language to address the concern. Chair Grant questioned who would be doing the title work. Attorney Duhy indicated they already pulled the title. Her partner, Ken Dodge, who is working on the title work, reported today that he just received it, but she was not able to get an update. His report was that he did not see anything, but she did not want to stand by that since he just received it. The hope was there would not be any issues, but they want to make sure they are able to convene if they need direction on anything prior to losing the opportunity to object to any defects and/or terminate the agreement. The survey review is consistent with the title defect language. The seller has added language consistent with its proposed revisions to Paragraph 7.1 regarding title, but it will not be required to cure any title, survey, or encroachment encumbrance defects. That is a restatement of the "as is" provision. She thinks a lot of edits go to that point where the seller's intention was to sell and be done. This is meant to highlight the changes and terms set forth by the seller for the Board to consider. Attorney Duhy continued reviewing sections of the term sheet as follows: • Seller Deliverables: The seller is only committing to providing copies of licenses, permits, surveys, etc. that are in possession at this moment. The seller is limiting its cooperation to execute certain necessary documents at closing that may be needed to withdraw from any government approvals. The language says they will execute any documents for withdrawal of approvals to the extent public hearings are not required. She did not recommend accepting that revision because their cooperation may be needed and their liability at that point should be over; they are basically signing it away to turn away. If there is something they are trying to get at with the language, perhaps Mr. Oyer could address it when he comes to the podium. As written, she did not recommend the language because if they need them to cooperate in any way with government approvals that may or may not be needed; they do not know at this time, so that is a slightly technical edit. • Conditions to Close: The seller has proposed to provide the property in materially the same condition at closing as it exists on the effective date. This is one of the most important topics, occupancy. The seller is requesting the ability to renew existing leasing and enter new leases provided all new renewed leases contain a 90-day termination provision. CRA staff is recommending the property be conveyed only subject to leases existing prior to the effective date given that closing is occurring prior to the end of the year. Chair Grant mentioned the aspect of occupancy is that there are certain businesses that want to continue, and it is hard for businesses to continue if they do not have a lease or 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 are on a month-to-month basis. He questioned if the applicant's request for any renewals to have a 90-day termination provision is enforceable. Attorney Duhy advised it would depend on the lease. To the extent the Board was willing to allow the seller to continue to renew leases or enter into new leases, because the request is to do both, as written, it would be to enter into annual contracts with a 90-day termination provision. Staff would recommend month-to-month with a 90-day termination provision that makes it clear the lease could be terminated for any reason at the CRA's sole discretion. They would request the ability to review any lease being renewed or executed after the contract is executed. She stated with a 90-day notice, the lease could be terminated within 90 days as opposed to an annual lease. Board Member Romelus mentioned new leases and stated she would be okay with discussion of renewing leases, but if the seller executing new leases during negotiations was a hard no for her. Chair Grant disagreed. At the DBC meeting, Tom Marquis with the Surfing Florida Museum, said he would like to enter into a lease for vacant space, and that is where the 500 Ocean Properties is operating as a business. According to Attorney Duhy's explanation, it is month-to-month with 90-day terminations, which seems fair, so the business could still operate. As mentioned, the Board would have the ability to review and for whatever reason, decline any sort of new lease; however, he would want that ability, so they do not have more vacant spaces in a location that could have tenants. Board Member Romelus stated that per the CRA Attorney, it goes with the terms the seller is agreeing to. She would agree, but currently, the seller has stated it would be a partner move and she was not agreeable Board Member Katz agreed with Board Member Romelus, if their conditions pursuant to potential leases were accepted by the seller then that opens the door, but otherwise not on the annual lease. Attorney Duhy continued reviewing sections of the term sheet as follows: • Prorations, Closing Costs, and Closing Procedures not including costs: The CRA standard agreement divides the closing costs among the parties and the seller is requesting the CRA pay all closing costs except Attorneys fees. Chair Grant questioned if the Board had any objections and questioned what the closing cost in total would be based on the sale price. Attorney Duhy did not have that number. Vice Chair Hay mentioned in a situation like that, they could come up with the normal practice percentage wise. 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated that the aspect of closing costs is that the seller is normally in Palm Beach County, pays the title, and takes the title insurance, which means their title agent, Ken Dodge, would be getting the CRA's funds, whereas the seller would be paying a Documentary Stamp tax, which would belong to the State. Looking at the agreement, which stated the seller wanted $3.6 million from the CRA, additional costs are negligible to the total amount of an extra $10,000 to $20,000 to the $3.6 million of what the seller's share would be. That is where he does not want to lose an agreement over $10,000 to $20,000. Board Member Katz commented if that was true and if they are marginal relative to the transaction, he would be openminded to either if it was significant in terms of funding. Vice Chair Hay stated if that was the situation, he would have no problem. Board Member Penserga questioned if the number mentioned was a reasonable ballpark number. Ms. Shutt replied yes. They talked to their Attorney and Mr. Dodge, and she thought initially it was about$25,000, but she would have to doublecheck and have those numbers finalized. Attorney Duhy continued reviewing sections of the term sheet as follows: • Seller Warranties: As mentioned, seller warranties, buyer warranties, user provisions that survive the closing. The seller is requesting the ability to offer the property for sale and solicit other offers to purchase the property while the agreement is in effect. That is not saying he is going to do that, but there is generally a standard warranty that says while the purchase contract is in place the seller will not market the property for sale. The seller has stricken that warranty from the draft agreement. The seller has stricken the warranty wherein making warranties that there is no pending or threatened litigation involving the property. She recommended rejecting this revision; she thinks that should be something the seller is able to warrant. She cited another stricken warranty in the next bullet, which says seller will not warrant that 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 has not been disclosed to the purchaser herein, including, but not limited to unrecorded instruments or defects of the condition of the property, which will impair the use or operation of the property in any manner. The seller struck that warranty and CRA staff recommends rejecting that and requiring the warranty be included. 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Romelus requested clarification on Page 9, Paragraph 11, about the ability of the seller trying to sell the property. Attorney Duhy did not have a comment, that would be for the Board. She wanted to bring it to the Board's attention that it was an edit proposed by the seller to eliminate that warranty, which would indicate to her that the seller wants to have the ability to do that. Board Member Romelus questioned in terms of executing the purchase if this would put the contract on hold. Attorney Duhy replied yes, and then having a backup contract. Board Member Romelus commented that having a whole different contract but still accepting. She questioned if that is a common practice. Attorney Duhy stated it depends on the market with homes and Commercial and it depends on the circumstances. It does not eliminate the buyer's responsibility to perform under the Purchase and Sale Agreement they would have with the CRA, it would basically allow them to have a backup offer in place. Chair Grant stated for example, let's say the CRA is unable to get the financing, they are still able to negotiate with someone for a cash offer. Board Member Romelus questioned if this portion of the contract was coming to play at a certain point or if it was just through this initiation period. Chair Grant stated it was any point up until the closing period, so the seller was able to have something in place in January rather than trying to start negotiating in January. Attorney Duhy continued with sections in the contract as follows: • Default: The seller reduced the cure period and added a restatement that in no instance could the closing extend beyond December 31, 2021. As that is already a statement in the contract as a requirement elsewhere, she would not recommend including it in the Default section, she thought that was inappropriate. It is to the Board's discretion whether they would like to reduce the cure period. Chair Grant questioned what the current cure period was versus offered. Attorney Duhy advised that section was 12.3, which says the defaulting party shall have 15 days from delivery of Notice of Default during which to cure the default provided; however, that as to a failure to close, the cure period shall only be three business days from delivery of notice. The seller has reduced 15 days to five days and three days to two days. It is for the defaulting party upon receipt of Notice of the Default; there will be 15 or three days to cure depending upon the default, or five days or two days. She would 27 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 not reduce the three days to two days because two days is not a very long time to mail and make sure notice is provided as required under the agreement. She also thought five days was tight. Chair Grant mentioned that it says calendar days, not business days. Based upon calendar days, he thought a little more than five days was needed. Attorney Duhy continued reviewing sections of the term sheet as follows: • Paragraph 15, Broker Fees; The standard contract has the seller indemnifying with brokers. If there are any claims by a broker that they participated in this transaction, they would be indemnified. The seller is making it that the CRA would also indemnify should a claim be made against them that a broker was involved. • Public Records: There are some edits to this section because the Public Records law applies. She would not agree to striking of the standard Public Records Law paragraph, which allows them to interplead if a claim was made that the record was subject to an exemption or confidential for some reason, it should not be disclosed to the public, and the seller makes that claim to them, they have an option to interplead that to the Court, because they are in a strict liability situation either way, so they want to comply with the law and not be held liable. Chair Grant commented that the seller's revisions would put them in a possibility of violating the law. Attorney Duhy would not want to make them liable to the seller for having to comply with the law. Attorney Duhy continued reviewing sections of the term sheet as follows: • Miscellaneous Paragraphs: Paragraphs 18-12; The seller has stricken the paragraph where the seller acknowledges and agrees that the seller shall be responsible for its own attorney's fees and all costs if any are incurred by the seller in connection with the transaction contemplated. To the extent they want to change that to deal with areas where they have said they would not be subject to charges, that is fine, but she would like them to keep the part acknowledging and agreeing to cover their own attorney's fees. Chair Grant questioned if that was anywhere else in the contract. Attorney Duhy believed it was covered in Closing Costs, but nonetheless, if there were other attorney's fees that would not fall in Closing Costs for whatever reason, it is a simple statement she thought should be continued. Chair Grant questioned if there is a prevailing parties' clause in this contract. 28 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Attorney Duhy replied the clause is on Page 18.8. She thought another large item for the Board to discuss was an addition of Purchaser's Representations and Warranties. The seller added warranties for the CRA. Warranties made by the purchaser survive the closing. The purchaser is requiring the CRA to warrant that it was validly created and is in good standing and to warrant that the agreement will be validly executed by an authorized individual. She did not object to those, but they do not generally make warranties that survive closing, so that would be a change in policy, which was why she was bringing it to the Board's attention. Chair Grant commented that no one has challenged the CRA's creation in 30 years. Attorney Duhy replied not that she was aware of, but it is a possibility. The last paragraph that was not on the term sheet, dealt with Real Estate, Maintenance, and Preservation of the Oyer Insurance and Real Estate sign on the east facade wall; they would like that preserved and maintained post-closing. Chair Grant requested the meaning of best efforts be described. Attorney Duhy stated that best efforts is a legal term open to interpretation. It means best efforts is somewhere in the world of reasonable or that there would be reasonable efforts to lead up to the commitment. It is something less than promising to absolutely do it, but it is not clearly defined. Chair Grant commented that a future CRA Board could say that a certain cost to preserve was too much and not reasonable. Attorney Duhy indicated if the Board wanted that flexibility, she would define best efforts. The meaning can differ, so she would rather be specific with an articulation of what those circumstances might be. Chair Grant mentioned it would be better if a certain dollar amount were listed and if the seller wanted to do any amount over that amount, they could do so. Attorney Duhy recommended more specific terms in what the CRA was willing to do regard rather than best efforts. Ms. Shutt mentioned there is a difference between historic preservation versus best effort. Attorney Duhy stated that concluded her review of the term sheet. Chair Grant asked if the Board had any other questions or comments from Ms. Duhy. Hearing none, Mr. Oyer was called to discuss the edits to the Purchase and Sale Agreement. Mr. Oyer explained this was the first time he saw this. The big idea is that the CRA has wanted to buy this property from their family for many years. They want to help redevelop 29 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 that block and know their property is a key piece, it is the frontage on the historic main street and without it, whatever the redevelopment looks like, there will be no frontage on the main street; they would not have the alley to abandon and there would be double setbacks, it is not an efficient development of that block. They want to be part of the solution and that is why he came to the CRA on July 13, 2021 and asked if they wanted to purchase the property. There were two requirements; to close before the end of the year and it is a net deal, meaning they do not pay any costs. The Board unanimously went back and forth, and it took five weeks to get a Purchase and Sale Agreement. He did not control the release of this standard agreement, if it was standard, he though they would have had it within a few days. He suggested reviewing and following Attorney Duhy's list as follows: • Deposit Amount: He thought originally proposed was $25,000 and he recognized the CRA only had $77,000 in the current budget, so he agreed to the originally proposed $50,000. His opposition was to the second deposit only being another $50,000. That is only $100,000 up on a $3.6 million deal, which, as a percentage of the deal is far below what is customary in a Commercial deal, which is usually between 5% and 10%. Ten percent would be $360,000 and 5% would be $180,000 and the CRA was proposing $100,000. He thought that should be a higher number particularly given other things staff was requesting, such as they do not sign any new leases and they were not allowed to renew any existing vacancies. In the meantime, they let their tenants pick up their stuff, find a new place to rent and move, and should they not close, they have not only lost five months of revenue, they also lost tenants, and that is not reasonable and would not be done in any other Commercial deal. The deposit is meant to compensate them should they walk from the deal and make them hold. He put in there that it is reasonable and works in the budget, because two weeks from now there will be more money. If the Board agrees to a Purchase and Sale Agreement tonight, they have $50,000 and two weeks from now they will have $2.47 million. He did not think the deposits were out of whack with what is customary, in fact, they are lower, and are for an intended purpose. They have 15 or 20 tenants, existing vacancies, and vacancies that are about to be created during the period of this contract and that is the purpose of the increased deposit. Chair Grant questioned if the Board was okay with $200,000. Board Member Romelus was okay with it if Part 2 of this is agreed on. Perhaps they could come to an agreement because that was where she is hanging on. Chair Grant mentioned 3.2, the Release of Deposit to Seller. Mr. Oyer did not have an issue with only releasing $25,000 after the Feasibility period, but what he wanted to be very clear that the entire $200,000 was hard at the conclusion of the Feasibility period whether it is released then or not. Should the purchaser default, they would be entitled to the entire $200,000, which is 100% customary in any real estate 30 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 transaction. It needs to be very clear that should they default and not have a closing, $25,000 is not an adequate remedy for tying up their property and causing them to lose revenue. He questioned Attorney Duhy if it was only about the release of the deposit or if it was saying only $25,000 would be hard. Attorney Duhy was making note of the change, so the Board could consider the request was different than the standard contract. She would not release anymore than $25,000 after the Feasibility Study. To the extent the Board wants money to be non-refundable, that is for the Board to decide. She wrote this, so the Board would be aware that was a request and so they could knowingly accept that term. Chair Grant stated their Attorney was basically saying the Board needed to agree that it was a non-refundable deposit after the Feasibility period, in which case they could release the $25,000, which was already stated is normally the course of business. He would need a consensus if that was okay. Attorney Duhy commented that real estate transactions occur every day between commercial parties; the City is not a commercial party; they have different considerations and are governed by different things, so do not think behaviors need to change because this is a Commercial transaction. Understanding there are different considerations, sometimes they vary from those in standard contracts given the mandate as a government agency. Chair Grant mentioned the big thing is that the CRA says they do not have to worry about financing, they have the funds and can borrow because of the eco-stream of taxes. The Board agreed to putting money before their mouth in July because of the December 31, 2021 requirement. He was in favor of that after the Feasibility Study is over when it becomes non-refundable. He believed if they did not agree then they would not have to discuss the rest of the contract. Board Member Romelus did not think any of the Members were contesting this. She asked for confirmation from the Attorney. Attorney Duhy indicated that she had no issue if the Board decided to make the deposit non-refundable, but she would say the importance is that the Feasibility period be clearly stated to encompass whatever Board meeting is needed, so the Board could consider whether to move forward, knowing it would be a liability to the CRA. Chair Grant stated November 10, 2021 would be the end of the Feasibility Study, so they could have the November 9, 2021 meeting to see everything and decide at that time. Board Member Romelus mentioned the loss of revenue and asked that Mr. Oyer clarify what he meant. Mr. Oyer noted the date would be November 10, 20214 31 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated the day after their meeting in November, so by the end of business, and he questioned Attorney Duhy if that was enough time or if they needed longer. Attorney Duhy preferred two days. Chair Grant asked if Mr. Oyer was alright with November 12, 2021, the day after Veteran's Day. Mr. Oyer stated he was alright with November 12, 2021, as long as they have a closing by the end of the year. Chair Grant advised the Feasibility Study would end on November 12, 2021, and questioned if the meeting held on November 9, 2021 was sufficient time. Attorney Duhy replied yes. She would make sure the Notice provision of the contract provides in such a way that if it needs to be walked over it could be done. Board Member Romelus again asked what Mr. Oyer meant by losing five months of revenues. Mr. Oyer explained there are currently a couple vacancies they identified when talking to staff a few days after the July meeting and they said not to fill those because they were not in the business of being a landlord and they were likely going to tear the buildings down. His response was that they could not sit idle and leave viable offices and apartments vacant in the hopes they might close. Moreover, if they close in December, the goal is to select an RFP candidate, contract with them, enter into a Developer's Agreement, and let them go through the site plan approval process; there is no conceivable way the buildings are being town down for redevelopment inside of nine to 12 months. It is not good for them, the CRA, or the taxpayers to get all the tenants out, so they will own non-performing buildings with no revenue coming in. They would have spent the taxpayers' $3.6 million and not have the benefit of the revenue stream after owning it; that makes no sense for anyone. He proposed letting them renew the leases if there was a termination right in the leases, so when they were ready to tear the buildings down and redevelop, there was a way to get the tenants out. Chair Grant commented that their Attorney suggested a month-to-month lease with a 90- day termination. Mr. Oyer stated that does not work because who is going to pick up all their stuff and move into either a residential unit or a commercial unit, only to have the certainty of one month. Attorney Duhy indicated if the Board wanted to give a 90-day term; effectively they are giving 90-day leases. 32 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant commented that the Attorney's request was to have a three-month-to-three- month lease; tenants sign for a year, but they could terminate in any three-month gap. Mr. Oyer mentioned if someone signs a year contract, it is most likely it would go through the year, whereas, if the CRA sells the property to someone else, they could terminate the lease within 90 days. Attorney Duhy advised the issue was at the time the property was taken on was there would be leases in place for a year, whereas, they would rather renew the leases under terms they are negotiating with, whatever that may be at the time. Chair Grant knew they could renew leases on certain terms, but they cannot make new leases on certain terms, because they must do a Letter of Disposal to make a new lease. Attorney Duhy stated if there was an option to renew, they would not have to do that. She reiterated that the policy decisions are the Board's to make. The question is why not recommend month-to-month versus annual; it would give the CRA control over leases. Chair Grant commented that it did not matter if it was a 90-day extension; they could give tenants a year lease and the next month give them a 90-day termination versus month- to month where they say the next month they are out in 90 days, it is the same thing except the tenant has the comfortability that at least they are supposed to be there for the full year subject to the whim of the landlord. Board Member Katz was open minded to existing leases being renewed. From a fundamental position he did not know what was going to happen with the building as far as a year or 18 months from now, so he personally was not in favor of signing any new tenants. It might be one thing with existing tenants and working with them with some sort of extension with the ability of 30 or 90 days, but he would be opposed to moving anyone into the building with a one-year lease because it would not make sense. He did not want to have to create new tenants they would have to address. Chair Grant commented that the aspect they are missing is these are partial tenants that do not do annual leases normally, they do multi-year leases and for any existing ones to get an annual lease with a 90-day termination is scary for a commercial tenant. If the 90- day termination is the main point of what the seller is offering, whether it is new or existing, having the 90-day termination means the CRA is still in control after three months. Board Member Romelus reiterated she did not want to enter into any new leases; no new tenants should enter the building while they are in this contract situation. There should be language to allow existing tenants to stay and for the CRA to work with them. She did not want any new leases and questioned giving promises and not being able to deliver to a potential new tenant. 33 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz agreed on no new leases; that did not mean no extensions such as a month-to-month lease or a one-year with a 90-day termination. He questioned if they were entitled to add language that says tenants waive their right to file litigation against them for any reason. He did not want to get sued by a tenant and questioned if there was a way to prevent that. Attorney Duhy advised the best she could offer was the terms she said, an annual renewal for existing tenants is a different situation than what she was trying to address with new tenants. She is fine with that; if the 90-day period was written clearly that it was to be terminated by the landlord solely at their discretion and that they were able to review and approve the language of new leases prior to them being executed. Those are the two conditions she would recommend adding to that provision if the Board was inclined to allow renewals for a year with a 90-day termination. Board Member Katz thought it was highly improbable they would be taking the building down inside of 12 months because whatever transpires with 115 will take time. He would not be opposed to the one-year extension of existing leases with a 90-day termination and whatever language Attorney Duhy sees fit to protect them from an existing tenant using the legal system to sue. Attorney Duhy stated they would be reviewing what was signed to be sure it had all the legal protections a lease should have. Board Member Katz commented that no matter what happened at the end of the 12- month period, there are no rights to remain on the premises for any time. Attorney Duhy indicated that he was saying there was no option to renew at the end of the renewal. Board Member Katz stated that the CRA would have the discretion. Board Member Penserga supported what was just said. He was in favor of the annual lease with the 90-day termination at their sole discretion and no new leases. They want to protect current tenants, but with the timeline with the RFP and development, these things will happen in phases, it is not like it will happen in a year or year and a half. Vice Chair Hay agreed with the annual with the 90-day termination. Chair Grant stated it was not for him because they are saying they do not want money from January to September for residential or commercial tenants. As mentioned earlier in the discussion, he spoke with the Surfing Florida Museum and they would like to have space as well as other fashion shops to be open for the Fest and to have a temporary home, but under this clause they would not have the option for a temporary location. Board Member Katz commented if that was the desire perhaps the space could be utilized at the CRA's discretion for a week or for the event. 34 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated they were looking to do the lease for more of the season, from the end of October to February. Attorney Duhy clarified that staff's recommendation was to the extent new leases would be entertained, it would be month-to-month with 90 days. Board Member Romelus stated if it was month-to-month, it was under their discretion. She would not want it under the seller's discretion at this point. Mr. Oyer was totally lost and thought this was a much simpler issue. They are not talking about a month-to-month, no tenant is going to move in on a month-to-month or even renew on a month-to-month. The easy solution is what he proposed that they have a right to renew existing leases when they come due, and they are coming due at different times, for one-year each with a 90-day termination right. Attorney Duhy believed the Board has agreed with that to the extent they could be part of the real process and review the renewals. Under discussion currently by the Board is new leases. Vice Chair Hay and Board Members Katz, Penserga and Romelus did not want to allow new leases. The Chair was talking about a particular interest and to make that potentially happen, she suggested that is where they would have a right to approve a month-to-month lease prior to execution. Board Member Katz thought there was consensus for one-year, 90-day termination, no new leases. Once the property transfers to them and they own it, there are no new leases for the tenant, they could choose that as a totally separate discussion. Mr. Oyer questioned the difference between a new lease for 12 months versus a renewal for 12 months. They both would have the 90-day termination. Board Member Katz commented that there are risks and costs associated with bringing in more people, so whatever revenue might be born from rented space could have to be handed over to relocate, so he thought there was a risk and reward. Beyond financial, there will be people either owning a business or renting and occupying space and then they might have to ask them to leave in six months. He was in favor of one-year renewals only, no new tenants, and a 90-day termination. Chair Grant asked if they would not be willing to accept new leases in the Feasibility period for approval. He thought there was consensus to accept renewed leases not new leases and the Board could make ne leases in January. Mr. Oyer mentioned if they were only releasing $25,000, they were going to sit on four vacancies until November 12, 2021, all the way through closing for three months. There is a balancing act that needs to be achieved between the amount of money released if they are not allowing them to collect rent in the meantime. The essence of that discussion 35 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 was finding the appropriate balance. Staff wants it both way; leave everything vacant, do not renew, and no new tenants, but they do not want to put any money at risk, and it does not work that way. Vice Chair Hay questioned if there were tenants waiting to get into the vacancies. Mr. Oyer stated that all the vacancies could be leased immediately; they have never had a problem because they do not overcharge, they charge a fair to below market rate. He could fill every one of the vacancies tomorrow and he has been waiting since July 13, 2021 to deal with this. They have lost 60 days of rent and the Board is asking them to lose 60 days more and what if there is no closing; that is the issue. Chair Grant commented this is negotiable. The fear of 90-day termination for commercial or residential units is out of the $50K realm. Board Member Katz noted he was not even discussing eviction costs it needed or moving costs of the tenants. Board Member Katz asked Attorney Duhy if she felt this was a reasonable number for a 90-day termination clause. Attorney Duhy thought the other piece for staff regarding no new leases had to do with the seller's desire, which is to sell the building as is. During the Feasibility period they will see what they can see, but there could be issues they might not see, and they would prefer to enter new leases once they are the owners, take control of the building, and evaluate those premises. That is an additional concern with new leases in a space versus existing tenants. To the extent no new leases are signed makes them less concerned with some of the other provisions articulated and proposed by the seller. Vice Chair Hay stated there was a consensus and he questioned if they could move on to the next item. Mr. Oyer stated the concept was acceptable, but he did not think a $25,000 release was. He would like something greater, and he did not think that was fair and equitable. Chair Grant recapped that they were saying November 12, 2021 would be the end of the Feasibility period, so that was another month and a half or two months, and he would say that $25,000 was about that amount, so it would go from $25,000 to $50,000. He questioned if $50,000 was reasonable. Mr. Oyer replied that it was; he thought it compensates them for lost revenue should they not close. Board Member Katz was not opposed to increasing the release, but each of these items is not the end of the negotiation. There are things that could be traded, they are on three or four of a dozen plus. There might be an opportunity as they move through to say in exchange for this concession. 36 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Attorney Duhy indicated they are comfortable moving $50,000 to be released to the seller within ten days of the expiration, which becomes non-refundable at that point. Mr. Oyer reiterated the deposit is non-refundable at the end of the Feasibility Study; this is just the release of the money. Board Member Katz stated the $50,000 is based on the agreement of one-year extensions only, no new leases, and only 90 day renewals.. Attorney Duhy advised the CRA could review renewals prior to execution. Mr. Oyer stated the renewal must be whatever the terms of the current lease are. Attorney Duhy commented that they would like to see the entirety of the lease being renewed to make sure they know what it is, but they would only be commenting. Mr. Oyer stated if they get to an agreement to night, they will get every lease within the next two days. They can see the leases, but he did not think they could tell a tenant they were going to renew them and give them an entirely different agreement. Attorney Duhy advised they would like to review the leases for any changes made to existing terms. The next comment was that the seller was requiring Closing no later than December 31, 2021. That has never changed, so it is a deal breaking issue. The next is Title to be Conveyed. The Board was asking for a Warranty Deed and the seller asked for a Special Warranty Deed. The difference is that a Warranty Deed is the seller warrantying title from the beginning of time. Because people do not do that and he has no way to do so, title insurance is bought, so the risk is offloaded onto a title insurance company. It is not customary to give a full statutory Warranty Deed in a closing, what is customary is a Special Warranty Deed that says the purchaser would warrant title from the day they bought the property. Attorney Duhy stated that was fine. Chair Grant mentioned the Feasibility Study, Paragraph 7 of Page 3, is noted it is November 12, 2021. Mr. Oyer stated that was already agreed and the date is set; it is not 60 days, it is November 12, 2021. Chair Grant stated the next section was Termination prior to expiration of Feasibility. 37 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Oyer wanted this to be clear. A Feasibility period was given, but what happens at the end of the Feasibility period was not specified. Attorney Duhy was agreeable; she was not saying they would not agree to provide notice in writing, but there was a restatement of some of the default provisions, which she would want to add in the default section and not here. Mr. Oyer thought they needed to specify that would constitute a default and then it would go to the default provision for remedies. It needs to be clear that should they fail to give notice and terminate the deal, it is a hard deal. That is standard language. Attorney Duhy stated the Board would discuss that. Mr. Oyer mentioned the next issue, which is "as is". There are two ways to do a real estate transaction. Many representations and warranties can be given if they are not giving the buyer an opportunity to inspect the property or they can give the buyer an opportunity to inspect the property, in which case representation and warranties are not given except the ones listed; it does not go both ways. The seller put in standard "as is" language, which is in any agreement that has a Feasibility period. You can give many representations and warranties if you are not giving the buyer an opportunity to inspect the property or you can give the buyer an opportunity to inspect the property, in which case a lot of representation and warranties are not given except the ones listed. You do not get it both ways. He put in standard as is language, which is in any agreement that has a Feasibility Period. Attorney Duhy indicated that was to point out this was an addition to the contract; it is at the seller's discretion to prove it. Given the changes they are making to existing leases, this is one she pointed out because it was important to understand all the changes. To the extent there would be a meeting to consider what they have been able to discover during the Feasibility period, she was not objecting to this language. Ms. Oyer stated this was lifted out of the Far Bar Forum, which was put together by the Florida Bar and Florida Realtor's Association. Chair Grant commented that some things Attorney Duhy mentioned are not objections, just to inform the Board. Attorney Duhy advised it would be easier for her to go through and ask for direction needed and Mr. Oyer could say whether he agreed. The next section pointed out a change to the title. Again, they did not have an objection; she wanted to point out that the seller was unwilling to take efforts to cure any title defects noted. Their option would be to either terminate the contract or proceed to closing with the title as is. For this one, she thought the importance was similar to the end of the Feasibility Study and she would request that the expiration of the title period be notification that there are no title defects 38 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 after the October meeting, so they could get direction and provide any reports on the title at that time. Chair Grant stated that would be the Friday after their meeting, October 15, 2021, Mr. Oyer commented that they are agreeing to his language but wanted to have him give notice of whether they were electing to cure a title defect before a date certain. Attorney Duhy stated they wanted to give notice whether they would terminate because of a title defect after the October meeting. Mr. Oyer mentioned it is roughly 30 days away. He questioned if that was enough time to order the title, examine the title, object to the title, and for them to reply what they are going to cure. That was the problem with the timelines, they no longer worked to get them to closing by the end of the year. He was fine with that concept, but that means they must get them the title objection quickly to give enough time to choose whether they are going to cure it. Attorney Duhy understood. She stated they would back up the dates from October 15, 2021 by 5:00 p.m. She advised that the timeline in their curing was not an issue because their options were to take it with anything that was not a payment that needed to be made prior to closing or withdraw from the contract. It is up to staff to review the title and notify the Board, but they are not required under the terms they have changed to try to cure anything. It is so they have time to review it, decide if there are any problems they cannot live with, bring it to the Board, and give recommendations. Whereas in a normal title review, this may be a little different because the seller would be held responsible for curing; that was not the position the seller wants to be in, so she thought it was more important they would be able to discuss it with the Board and analyze it as staff, which is why the end of the date was the most important to her in terms of the issues. Board Member Katz commented that this scenario would be at the October CRA meeting and the 15th was the notification to accept title defects or terminate, which provides the seller the opportunity at the October 12, 2021 meeting if there were title defects and they were inclined to terminate. Mr. Oyer stated they have another 28 days. Board Member Katz mentioned it is not guaranteed the seller must fix defects, the opportunity is presented if termination is the alternative. Mr. Oyer indicated if there is a title defect they could easily cure, they obviously are going to cure it. They are obligated to pay off anything that involves a payment of money, a lien, Code Enforcement, fine, or mortgage. Attorney Duhy questioned if Mr. Oyer was comfortable with the October 15, 2021 date. 39 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Oyer replied that he was. Attorney Duhy moved to Seller Deliverables. She did not have a problem with them providing what they provide; they will deal with that in the Feasibility period and if there is anything they need to know, they will address it. Regarding Government Approvals, she thought the concern of the seller in that edit was that they did not want to be charged for having to move forward with any sort of withdrawal of an approval post-closing. She wanted that language to say that they would execute any documents necessary for them to withdraw from Government Approvals at no cost to the CRA. She was on Page 5, Section 7.3.4. Mr. Oyer commented that Section 7.1 and 7.2 were skipped and he mentioned 7.3.3. Attorney Duhy thought they were agreeing on the language. She stated that she agreed to 7.3.4; the seller said they would only execute documents if necessary to withdraw from Government Approvals if there are no public hearings and no cost to them. This is a remote issue. They want the language to say the seller would execute what was needed at no cost to them. She believed the concern was the cost and their concern was to have them execute any documents needed. Mr. Oyer stated they would do that, but he did not want to spend money going through public hearing processes. Attorney Duhy mentioned Conditions to Close and thought this was covered. This is the occupancy. Chair Grant mentioned Closing Costs and that was where the offer to them in July was $3.6 million. Attorney Duhy stated they needed consensus that the Board approved. She thought Ms. Shutt approximated it at about $25,000. Mr. Oyer clarified it was $25,200; it is seven mils on a $3.6 million purchase price. Chair Grant mentioned a portion was going to their title insurance. Mr. Oyer stated the$25,000 was for Doc Stamps and the title was in addition to that. They were already paying title, the only thing in dispute was the payment of the Doc Stamps. Attorney Duhy mentioned Seller Warranties at the bottom of the term sheet, Page 2. The first was the ability to offer the property for sale during the pendency of the agreement. The seller was requesting the ability to do that and to delete the warranty was their consensus. 40 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz mentioned there are people responding to an RFP on 115 and questioned if that was the expectation while this process was moving forward. The RFP process was moving forward so potential submitters to the RFP could come to seller and they would be talking to them on the side about potential backup if something fell through. Mr. Oyer advised they would talk to anyone who comes and offers appropriate terms. The key once it is under contract was that the Board has the absolute right to buy it, so their fate is in their own hands. Them talking to everyone or entering into multiple backup offers in no way impairs their ability to close, they hold all the cards. Attorney Duhy stated that was correct. Chair Grant commented if Legal was comfortable with that, they are protected and have absolute control. He did not know how he personally felt about potential renters of 115 trying to strike a backup plan. Attorney Duhy indicated they are in primary position with the contract, but they still must comply with the terms of the contract. If it should fall apart and they have a backup contract, then they can move forward with that. Chair Grant was fine with that. Attorney Duhy went back to Warranties. The seller is making no warranties regarding pending litigation. That is a standard warranty because it is upon current facts. Some warranties prevent protecting the CRA from misrepresentations of the current owners based on their current facts, so it allows them to go back and litigate against the seller if they had a material fact that was not disclosed and-caused liability in the future. Regarding the litigation, she felt comfortable as it is a standard warranty and she recommended keeping it. She was more concerned about Paragraph 11.13.2, staying in as a representation because representation is when no facts are believed by the seller to be material. It is based on current knowledge, so she would recommend keeping that. Mr. Oyer mentioned he did a strike through on 11.7 because it was duplicative, it was repeating what was in 11.2. He agreed it was standard. With respect to 11.13.2, he did not recall why he did a strike through, but he was agreeable to leave it in. Attorney Duhy thought they were fine. Chair Grant went to Default, 12.3, Page 12. Attorney Duhy indicated this was a personal preference repeating no extension beyond December 31, 2021. It is not a huge issue. She preferred to have the dates, they are provisions of the agreement and have been stated repeatedly. She did not like repeating in separate places. 41 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Oyer did not disagree and stated they did not want to be repetitive. He thought there was a difference between repeating and making it clear in a Default provision that not closing by the end of the year constitutes a default. He wanted to be clear there must be a closing by the end of the year. Attorney Duhy stated this was in the Default section talking about how to cure managed defaults and the closing date was listed somewhere else. It says the cure periods and restates that in no event would cure periods be extended beyond December 31, 2021. Chair Grant questioned how many days from delivery of notice; he thought there were seven days from delivery of notice. Mr. Oyer advised that was why he said in no event because going back to the 60-day due diligence period, which was already agreed to, pushes this into the new year with the notice and cure periods, which is why he said in no event beyond December 31, 2021. Chair Grant agreed to that term as well but wanted to say if they were defaulting on the 15t", they could close on the 22"d. He stated the Board understands if the seller was delivered a default up until two days before, that was how much time there was. Mr. Oyer questioned if they wanted to change the number of days, he cut it from 15 to 5 and from three to two only to compress all this into this calendar year. Board Member Katz questioned what the maximum days possible were within this calendar year. Attorney Duhy indicated it was hard to say. There must be a default and cure, so it is unknown when a default would happen. Her recommendation was to say 10 and 3; two days is too short, so she was fine for seven to ten days for the first and three for the second. Board Member Katz commented that it says calendar days and questioned if they could make sure the three days are business days. Mr. Oyer thought there was another provision regarding a weekend or Federal holiday. Attorney Duhy stated she would still prefer three days for the notice required. The next section was that they would be indemnifying and that was not their standard practice to indemnify sellers. Mr. Oyer commented that it was a standard practice in all real estate deals that both parties mutually indemnify each other. If any broker claims through either one, the non- defaulting party is compensated. 42 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated the first sentence was the seller and purchaser hereby state, so it is mutual. Attorney Duhy indicated it is a pattern and practice; they are a government agency and they do not generally indemnify sellers in their Purchase and Development contracts. The change can be made if desired. Mr. Oyer mentioned that he has never seen an agreement without it; that would potentially make him liable if a broker showed up and said they have been working with the CRA and where is their commission. Board Member Katz questioned if they indemnify him if they would be liable for his broker. Mr. Oyer clarified they would be liable for their own broker and if he had a broker, he would then be liable. Board Member Katz questioned if they indemnified the seller and then a broker emerged from the seller. Attorney Duhy advised this is rare, but if it happened and someone came forward and claimed that one of you hired them, as a result of this transaction, they could sue one or both. This provision provided that they would indemnify each other in that event. This is a typical legal paragraph; it is not just the practice of the CRA to indemnify sellers as a government agency. Chair Grant mentioned Public Records, Page 14. He believed their attorney stated they needed this type of language to protect against strict liability. Mr. Oyer stated that was fine. Chair Grant mentioned Paragraph 18.10. Mr. Oyer commented that was another one the attorney was saying they must have, so he agreed. He deleted 18.12 because it was repetitive. Attorney Duhy indicated it was stated in Closing Costs, so she did not think this was repetitive. If they could have read that seller acknowledged and agreed they would be responsible for their own attorney's fees. Mr. Oyer was fine leaving it. Chair Grant mentioned Purchasers, Representations, and Warranties. Attorney Duhy advised it was not customary to make these representations and warranties as a government agency and CRA. They are made by private entities, but 43 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 they are not a private entity. She did not think they were violative of either of these representations or warranties, but they do survive the agreement and that is why she brought them to the Board's attention. Mr. Oyer stated that Attorney Duhy's partner, Ken Dodge, agreed to this during their first round of comments when he said they needed the standard Purchaser, Representatives, and Warranties validly created in good standing and he wrote back, agreed. The title company would require this in the affidavits. Attorney Duhy mentioned Paragraph 21, which was not on the term sheet, but she thought it was important to discuss. This was the Oyer Insurance and Real Estate sign. Mr. Oyer agreed with Chair Grant that they should put a cap on the amount of money, so everyone knows what they are getting into City staff, over the years, asked them to historically designate the sign and they did not do it. He thought they should find a way to save the sign and reuse it and if it could not be done, he thought they owed it to the public and to the Historical Preservation Office and Ordinance to at least try. If they did not want the sign, perhaps they could find some place to put it; he hated to lose an iconic commercial sign because they were in a rush to tear the building down. Chair Grant commented that the aspect of the sign and the wall were two different things. Mr. Oyer stated the wall of stucco is the sign and it may be difficult to take down. Chair Grant mentioned that trying to repaint the sign may cost about $20,000. Attorney Duhy mentioned that the sign was painted on the wall. Chair Grant thought they could repaint the sign on a new parking lot garage. Mr. Oyer stated that would be a last resort, that would be a recreation. They had in mind to cut the stucco and wood lathe behind it out and peel the whole piece out. It is wood lath stucco. Ms. Shutt thought a cap would be better. Chair Grant asked Mr. Oyer what amount of money he thought was best efforts on the CRA's part. Mr. Oyer had no idea what amount of money was best; he never cut a historic sign off a building. He understood why the CRA staff wants to cap their liability, so he suggested picking a reasonable number and going with it; he mentioned $20,000. Ms. Shutt stated that $20,000 was fine but she thought it would cost more. Chair Grant stated they would provide the seller with any additional funds if necessary. 44 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Attorney Duhy advised that the relocation, as written, should be relocated and utilized elsewhere in the vicinity and always remain visible within a public right-of-way in the future. Chair Grant questioned if they wanted to say a half mile radius within the vicinity or within the CRA District, not necessarily in Downtown. Ms. Shutt preferred, if it is cost prohibitive, to give Mr. Oyer a certain amount of time to identify where he would like the sign and then he could take it and put it where he wants. She did not want to be responsible for the structure and moving it different places. Mr. Oyer thought it would be a good goal for their group, after they buy the property, to decide over time. He noted that every original historic commercial building on the City's original commercial street, Ocean Avenue, has been torn down except theirs. He thought it would be sad for the depth and character of the community's culture to do away with all three of the buildings and the signage on the side without trying to reincorporate it somewhere. Chair Grant mentioned the aspect of their Public Art Tax and to incorporate this design into it is something they would hope new developers would do. The language staff was asking was that they have a dollar amount to save the sign, but they do not have an answer to save it. Mr. Oyer used language to use best efforts to get the signage incorporated into the redevelopment of that block and if you cannot, then offer it to them, Yester Year Village. Attorney Duhy stated the language probably would be better if they said elsewhere in the vicinity, viewable by the public rather than in a public right-of-way because that is very specific and would give more flexibility since it is meant to be flexible. Mr. Oyer agreed and stated if they were not going to use it, to offer it back to their family. Chair Grant suggested deleting "All times in the future." Attorney Duhy advised she was taking out "Public right-of-way" and providing Mr. Oyer an opportunity to take the sign or contribute to moving it. Mr. Oyer thought that was a fair resolution. He mentioned the fate of their tenant, Hurricane Alley. Kim has been their best tenant and has been fantastic for the Downtown and CRA. The iconic restaurant has been a huge success and the heart and soul of Downtown. He has no control what is done with her after the purchase of this property should this sale close. He thought it was critical that she be treated well, be given ample relocation expenses, and a place to land and grow her business because that is her livelihood. It is not in this agreement, but the most important thing to their family is that Kim have a safe and soft landing somewhere Downtown. 45 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant agreed and hopefully after purchase of the property, in January or February, this Board would be able to create terms for a longer extension lease for Hurricane Alley including relocation costs similar to the ones she mentioned to the CRA Board earlier this year. Mr. Oyer was not asking for anything for their family business that has been there since 1953, they will shoulder the burden themselves, they are only asking for help with one tenant. They will work with the RFP awardee to make those relocation costs and longer leases contingent on the RFP/RFQ Chair Grant did not want to say that they were going to treat his family differently, they want to preserve Oyer, Macoviak and Associates Insurance Downtown; the businesses are not just businesses, there are people in those businesses, and they want to be sure to preserve the feel of Boynton Beach. Mr. Katz agreed. He met with the owner of Hurricane Alley, Kim Kelley, a few weeks ago. Once this purchase is completed and once the RFP process comes before them and they select a submission to work with, it is his intent to pursue what was submitted by Ms. Kelley in terms of helping identify a relocation in the area and helping with costs, and for him, at least, whatever development agreement they sign with, to ensure they have first right of restaurant space in that building if that is their intent. He did not know of a need to preserve any other tenant and thought the reason for preserving Hurricane Alley was because location is critically important to the restaurant, whereas offices or residential tenants are free to find other opportunities in the vicinity if that is their choice. Mr. Oyer agreed. Vice Chair Hay thought everyone on this Board would do everything possible to preserve Hurricane Alley because they know the contribution Ms. Kelly has made and what the restaurant means to the Downtown area. The Board would do whatever possible to work with Kim Kelley to make sure she is a part of Downtown going forward. Chair Grant asked Attorney Duhy if there was a motion to approve the Purchase Sale Agreement as amended subject to the Attorney's final review. Attorney Duhy advised adding "To be executed by the Chair." Mr. Oyer questioned if today would be the effective date. Attorney Duhy indicated it would not be effective until signed by the Chair once changes are made. Motion 46 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz moved to approve the Purchase and Sale Agreement with the changes as discussed. Vice Chair Vice Chair Hay seconded the motion. Chair Grant opened discussion to the public. Tom Warnke, Executive Director of the Surfing Florida Museum, commended the CRA Board in their ability to work through all the items with the Oyer family. He stated that the sign on the side of the building was important, it was there when he was eight years old, and it has been maintained all these years. He suggested in conjunction with the Oyer family, that a special event with the Surfing Florida Museum at 515 East Ocean Avenue. A temporary pop-up historic art exhibit featuring the work of 100 photographers on 82 museum quality panels depicting more than 100 years of surfing history in Florida with an emphasis on Boynton Beach and Palm Beach Counties. This would be a Boynton Beach CRA special event produced by the non-profit Surfing Florida Museum. This would also enable the CRA to activate a vacant storefront property in Downtown Boynton Beach. Partnering with the Oyer family and continuing with the CRA after the CRA's_purchase with a mutually agreed to event renewal and no encumbrance of the property. He reiterated it would be a pop-up event, an art gallery, and the event could be open in time for Pirate Fest. He asked the Board to approve CRA staff to collaborate with the Museum and allow them to produce the event. There would be no admission and details could be worked out with staff. They have done several pop-up events over the past 13 years in five different municipalities around Palm Beach County, so they have a track record and can do a great job. Board Member Katz did not see this working. Chair Grant stated that was why he was part of the minority of allowing new leases because there is vacant space and if they could fill vacant space as a CRA, that is their mission of removing slum and blight. The Surfing Florida Museum wants to come to the City and they have been rebuffed a couple times. The best-case scenario would be that in January, as the new landlord, they have them open as part of a pop-up to issue the space; however, to do that, they must do what is called a Notice of Disposal for a Lease for 30 days. Board Member Katz wanted the CRA to take possession of the property before discussing anything having to do with occupational licenses. Ms. Duhy advised it was a Notice of Intent to Dispose. Chair Grant commented that takes 30 days and then another 30 days because there may be more people applying and then there must be terms of the lease, so it would not be close to this season. Mr. Warnke stated they are not proposing any lease at all, they are proposing a CRA Special Event like Pirate Fest in a vacant spot. The Oyer family is proposing this with 47 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 them, it is not a lease, it is a pop-up exhibit just like the Marina event and other CRA events. Chair Grant clarified that the Museum was saying they would occupy the location without a lease providing certain insurances and questioned if that was something they were amenable to. Mr. Oyer stated yes, he just learned of this today, so he has not had time to process it. He did not want to complicate what they already did, but if it works with the CRA, they are willing to let them use it as a pop-up space provided it is at no cost to them; they pay their own utilities, they insure them, and they would have to work out some sort of short-term lease or license agreement. Chair Grant commented that the property requires writing and this Board did not want any sort of writing of new leases. That is the difficulty they have; it cannot be both ways. Board Member Katz agreed. Mr. Oyer indicated he would like to accommodate them, he loves the Surfing Museum and it seems like a good fit; it has to do with surfing a few blocks from the water next door to Hurricane Alley, which is filled with surfboards. He would need some sort of document that acknowledges they are letting him use the space whether it is called a lease or not. Ms. Shutt advised they were not able to commit to that, they are already short staffed. If Mr. Warnke would like to do things on his own time, including funding, he and Mr. Oyer could work something out, but no more staff time can be committed. Mr. Warnke stated that was why he said produced by the Surfing Florida Museum, they would not ask for any staff time. Chair Grant mentioned they might ask for help with marketing. He felt it was very important regarding a Racial Equity Study they are doing, so people would understand tit is not discrimination. He did not believe they would be able to accommodate Mr. Marquis due to the terms the Board put in place with the Purchase and Sale Agreement. Vote Chair Grant noted there was a motion to approve the Purchase and Sale Agreement. Motion moved and duly seconded to approve the Purchase Sale Agreement as amended subject to the Attorney's final review and executed by the Chair. The motion passed unanimously. Mr. Oyer thanked the Board. Chair Grant thought the next item was term sheets. 48 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Ms. Shutt commented they could go through those items and would work with the attorneys to fix that to have an Agreement for Chair Grant's signature by Friday. Ms. Shutt indicated that Valley National seemed to be the lowest for the five-year term and that is in Attachment 8A. The others require them to read and look at all their accounts and Bonds. This requires them to provide 25% cash and then the loan is 75%. Board Member Romelus stated they are already rushing and questioned if there was a need to rush this part too. She suggested shopping this part around to see if they could get more options and agreeable terms. Chair Grant disagreed, noting they have a deadline Attorney Duhy advised from a legal perspective, that the most important outside date was the date set for the end of the Feasibility period, so if the Executive Director felt she could get more terms or different terms within that period and bring them back prior to the expiration of the Feasibility period, that would be the legal answer to the question. Ms. Shutt stated they could sit with their two other banks, TD Bank and Truist, to see if they could be more definitive with their Agreement without having to refinance the Bond or touch any of the other existing deals they have with them. Perhaps they could match or look at some of the terms given by Valley. They would be open to meeting with those two banks because they have not had an opportunity to do so. Board Member Romelus mentioned.other banks may present themselves now that they have had this very public discussion. Ms. Shutt commented that unfortunately, it has taken them three to four weeks to get the term sheet and they have been provided all the correspondences. Their former Executive Director thought they had a commitment from Truist Bank. They would be open to talking with other banks if they could comply with the outside date given. Chair Grant mentioned if a new term.sheet were received in October and a different bank was selected, staff would have to prepare all the documents by December and there are holidays when people are unlikely to work. The reason to pick someone today was the interest rate so they were not forced with a decision because they did not have financing in place by December 31, 2021. Ms. Shutt reiterated they have not had a chance to sit with Truist, which is BB&T, or the TD Bank representatives. They would like to meet with them and make sure they define these terms. Chair Grant noted that towards the bottom of the term sheet it says the interest rate is if the borrower expects to borrow more than $10 million in the current calendar year, which they are not doing. Those terms do not necessarily apply. Valley National says if it is 49 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 paid off, there is no early payment penalty, so if they could make sure they have financing in place, it is something imperative because otherwise they would lose $200,000 if it is not in place by December 31, 2021. He was not willing to take that risk, but there are Board members with other thoughts. Board Member Katz stated he would personally defer to staff to make sure they are able to get financing in place and whatever they feel is best to execute the deal pursuant to everything just discussed. Chair Grant commented if they decided to go with Valley National today, but something happened, he questioned if they could continue to talk to other banks because they would have a signed Purchase and Sale Agreement. Attorney Duhy explained if Valley National was accepted and authorized to move forward, that forecloses other options because that decision has ben made. If something else came up, it would have to be brought back to the Board to be approved in October, which was what Board Member Romelus was suggesting. As a reminder, $150,000 of the $200,000 deposit, based on the terms negotiated, becomes non-refundable after November 12, 2021. The question is whether direction is needed today to ensure there is certainty that financing be in place based on the offer presented and if there is time to bring back other offers in October that may be more favorable and still ensure certainty as of November 12, 2021, that financing would be in place prior to the expiration of the Feasibility period. Ms. Shutt stated that most banks need at least 30 days from the time they provide the term sheet to going through their underwriting. If they did not have any other venue to come back to other than October 12, 2021, that may be cutting in a little tight. She questioned if Ms. Hill has spoken to any other banks regarding their timing and terms. Ms. Hill has not spoken to any other banks. TD Bank wanted to meet with them in the future, but they wanted them to refinance the Bond to give them what they needed. Valley Bank was good, and PNC Bank wanted all their accounts to come to them. Every bank wanted a little something. Chair Grant questioned if they were treating them different because they are a government versus a commercial entity. Ms. Hill believed so. Chair Grant commented there are local banks that Mr. Oyer introduced someone from Sea Coast Bank that may have different terms than these National Banks, but it is up to the Board if they want to take that risk. It was noted that it normally takes 30 days for underwriting. Attorney Duhy advised it would take up to 60 days to close, to get the information together, and do the closing. 50 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz stated there was a comment that they would be cutting it close because of the next steps. He questioned if that was a way of saying something needs to be picked tonight. Ms. Shutt replied it was because if they were to speak with Sea Coast or any other banks, they still have to meet with them and provide a term sheet. They still must give them information required, so there would be a lot of back and forth to get the term sheets. She could not guarantee once she sits with them that they would be able to produce a term sheet within a couple days. Chair Grant believed Ms. Shutt was leaning towards Valley National because of their comments and their ability to provide everything. In addition, the bank loan fee is .35%, so they do not have to borrow the full $3.6 million, they have $2.2 million and need to borrow $1.4 million, and anything else they borrow over is what funds they have for future property acquisitions. He asked Ms. Hill if this was something they should look at to see if it was better to refinance some of their other loans and then pay off the loans at 4% because there was no prepayment penalty. Ms. Hill stated they could investigate; some money could probably be saved. Chair Grant suggested they work with Valley National to close on this property for $2 million, which is well below the 75%, and that they also speak with other banks to refinance their current Bonds and see if they would be saving funds over the amount of time it would cost to get the new Bonds or loans. Ms. Shutt commented that would mean they were depleting their acquisition. Chair Grant clarified if he said they were trying to borrow$2 million, that meant they would have $4.2 million and would still have a half a million for acquisitions. Board Member Katz questioned if that was the only path forward because they have to put down 25%. Ms. Shutt advised that 25% cash meant they would have to put down $900,000 as a minimum. Board Member Katz questioned if that was the recommendation. Ms. Shutt replied if they were to close, yes. Motion Motion moved by Board Member Katz, seconded by Vice Chair Hay, to accept Valley National with 25% down. Motion passed unanimously. 51 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 H. Review of Marina Parking Management Therese Utterback, Development Services Manager, indicated that last month the Board asked that Brian, the Marina Manager, monitor the parking situation at the Marina slips and he has done so over the past month. Brian Smith, Manager of the Boynton Harbor Marina, advised over the past month he monitored the dive operators, parking habits, and the drop-off lane. They did not have the greatest weather and he was not able to get as much data as he hoped, but he did get a few weekends. He relaxed enforcement, as discussed at the last meeting, and some of their times were under 30 minutes and some went over. Mornings were not a problem, but he never noticed any empty spaces; he did not find any problems letting them park 30 minutes in the morning. A new dive boat is going to start operations soon and during season he has concerns. Mid-day is when dive boats do their switch over if they have two trips, so at 1:00 p.m. when they are switching over and doing double tanks, could jam them up. The Marina, itself, was not that busy, but one time it got jammed up pretty good. Some people onboard need to load or unload and end up stopping in the drive area when other cars and patrons are coming. He was concerned during season about going 30 minutes for the dive operators, but he thought mornings would work. They could have that time and maybe prepare the boat, so they could do 15 minutes during their switch over time; that would be his suggestion. Chair Grant mentioned parking spaces on the left side of the road and questioned if those were Two Georges parking spaces. Mr. Smith stated they are designated Two Georges parking, he thought the CRA owned them. They do not have use of those spaces and they fill up and stay full all day long. The ones on the right are kept free for their tenants, so everyone can load and unload their gear and function properly. Chair Grant commented that this is the downside of the open space Marina where they lost additional parking spaces to Two Georges that they used to have, but Two Georges needs to have that moving forward. Mr. Smith stated the drop-off lane is designated for the Boynton Harbor Marina and there are ten spaces on the right side. If the Loggerhead dive vessel can get in and out within 15 minutes, they allow them to utilize their drop-off lane. They rent from Two Georges, so their operator usually gets in the Two Georges side and parks there. During the holidays it is always jammed, but from February through summer, he worries about the mid-day and afternoon doing the 30 minutes. If the Loggerhead dive vessel can get in and out within 15 minutes, there is not a problem. They allow Loggerhead to also use their drop-off lane. Loggerhead rents from the Two Georges, so their operator usually gets in the Two Georges side and just parks there. During the holidays it always gets jammed up, but from February through summer, he worries about the mid-day and afternoon doing the 30 minutes. He stated it goes until about 2:00 p.m.; he watched close. He would like to think they could do extra provisioning and maybe get the gear and things 52 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 that must be swapped out onboard the vessel. Perhaps there could be a provision more in the morning and do the switch over in 15 minutes if possible. Whatever is decided, he asked that the contract be amended to state that, so he had something to enforce regarding a specific time, the dive operators, and vehicles that are provisioning those boats. In response to Chair Grant, Mr. Smith clarified that the contract was 15 minutes for ten years. Chair Grant mentioned that dive operators were saying they needed at least 30 minutes. The mentality is that sometimes everyone leaves at one time, and it gets tight. Other operators using the spaces may be there ten to 20 minutes well. He questioned if the contract was already done for next year. Attorney Duhy advised the dock leases were already approved. Chair Grant stated they could not add certain penalties for time over; that would have to happen next year. Mr. Smith thought the contract was two years. He questioned if the times in the contract could be changed since they have not been signed. Attorney Duhy clarified the contract is a two-year lease. She stated that the Board approved those dock leases in July or August, and they would be done October 1, 2021. Mr. Smith has waited for this meeting in case the contracts could be changed. He would send them to the tenants tomorrow and tell them the contracts must be signed by October 1, 2021. Attorney Duhy understood that the standard lease form was amended and would be sent to all tenants on October 1, 2021 to be executed, so if there were amendments to the standard lease form for the coming year, those changes could still be made. Chair Grant suggested the recommendation of 30 minutes outside of lunch hours. Mr. Smith stated they had submitted until 10:00 a.m., but the trouble starts when Two Georges opens and the other tenants are loading. He suggested 11:00 a.m. at the latest and keeping it at 15 minutes in the afternoons. Chair Grant mentioned afternoons were from 2:00 p.m. to 6:00 p.m. Mr. Smith indicated that management stops at 5:00 p.m. and then it is turned over to Two Georges; they get it at night. Technically, Two Georges does not get it until 6:00 p.m. Penalties could be put in the contract for tenants who stay over the time lengths as well as changing the 30 minutes in the morning until 10:00 a.m. or 11:00 a.m. 53 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant was alright with the 30 minutes until 10:00 a.m., but the question was certain penalties. Attorney Duhy thought there were Marina rules and regulations that apply and are referenced in all leases. Her recommendation would be to say, "They may be subject to penalties as stated therein", meaning tenants are put on notice in the lease and that they must abide. The rules and regulations might allow the enforcement of penalties, then penalties could be added to the rules and regulations as they are going, which allows an ongoing opportunity to amend the rules to deal with things; generally, that is a better course than putting it in the lease. Chair Grant stated they could also have tenants come before the Board regarding their thoughts as to what is fair. Attorney Duhy reiterated that the rules and regulations could be amended during the pendency of leases, meaning rules and regulations could change and she was sure the lease said something to that effect. That is where she would put the penalty provision for failing to abide by any of the rules and regulations. Chair Grant commented that the issue of the dock master threatening to call tow companies would not necessarily be an effective penalty because by time the tow companies arrive, the vehicles could already be gone. Motion Board Member Katz moved to extend the morning time 30 minutes, to 10:30 a.m. and 15 minutes from thereon, and that the draft leases include a reference to the rules and regulations and make clear that failure that failure to abide by the rules and regulations could subject them to penalties including fines, and make sure leases are clear that they may be amended from time to time at the consideration of the Board. Vice Chair Hay seconded the motion. Motion passed unanimously. Attorney Duhy stated the only thing she would like added to the motion was to update the draft leases to include a reference to the rules and regulations and make clear that failure to abide by rules and regulations could subject them to penalties including fines. They will make sure the leases are clear that they may be amended from time to time at the consideration of the Board with those two changes of confirmation in the lease 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 Chair Grant asked the Board what they would like to do as they receive multiple offers for 211 East Ocean Avenue. 54 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz clarified that under no circumstance would he support selling this property. When the initial LOI was submitted, his logic was that over time, the goal was to consolidate with the two adjacent property owners, which could take five to ten years. He envisioned this as being part of a greater consolidation, so he wanted to entertain a lease to activate the space, but he knew many LOI's have come in with Intent to Purchase. He would reject every offer that involves purchase because that is not something he was willing to commit to. He believed in the long-term, the property needs to be consolidated because if not, there is a vacant lot next to it and a strip ,of tenant residential units behind it. To him, it must be consolidated over time; therefore, they cannot relinquish ownership of the property. Chair Grant concurred with Board Member Katz in the sense he was happy to do more of a long-term lease because the property has been vacant for 14 years. To activate the space would be complimentary to the amphitheater and he was excited to see there is interest. He suggested they allow the Barber family to speak because there were other people on the Board who may feel differently and then allow other members for Item 17A to speak before the Board decides. Anthony Barber, 1920 South Federal Highway, mentioned the Barber family's presentation and request to purchase the property at 211 East Ocean Avenue, to activate the space as a restaurant. As expected, it was not as easy for all to agree to sell the property because of certain limitations, so there was an option of a long-term lease. With the cost associated with the buildout and the activation of the space, it would need to be a long-term lease with a favorable term. He was open to all options, but when he says term, he means like a ten-year lease with a 180-day situation. The cost to activate the space is about $750,000, so it is rare someone would want to lease a space and invest money into a space they do not own. He has been working with some associates and they have come up with a plan, which allows them to activate the space by adding a porch or patio to the front of the property with seating, using shipping containers as the kitchen, bar area, and restrooms. They have received quotes for five shipping containers that would allow them to immediately activate the space; they do not need a loan, and those documents were added into the drop box for CRA staff as proof of funds to go immediately into the project once it is approved on whatever level it is. A timeline was added that shows what they believe they could get done and how well they could move through the project and get the space activated quickly. He personally has partnered with a good friend, Rodney Mayo, who owns Dada in Delray Beach, a very popular restaurant. He also has a partnership within Dada, which means he has probably some of the most secure local restaurant backing supporting him as he moves through the project. Not only does the group own Dada, but they also own Honey Coffee shops, Kapow, the Dubliner, Holly's, and many other restaurants in South Florida. With their support and his expertise and being owner of Troy's Barbecue, which is his father's business he started in 1996, which he has managed and grew since 2016, he feels they can make this space very popular, not only for lunch, but to help move traffic through the corridor of Ocean Avenue from one end to the other. He thought a restaurant of this nature was perfect. The project, as it stands, does not take away from the historic nature of the home, the 55 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 only thing they would change was demolishing the addition on the back of the home, which was not necessarily a part of the historic side. They want to make this a destination. They have a great landscaping plan and all the quotes for construction. He is opening a similar project on September 24, 2021, which is at completion. Alan Hendricks, 716 NW 1St Avenue, with Caufield and Wheeler, site planner and landscape architect, stated there would be a lot of outdoor seating and a tropical covered area, mostly outdoor dining. They have tried to activate the space on the street while still providing a drive, so people could enter the site, drop someone off at the front door, then exit the site, and park elsewhere. The property has been sitting there for a while and he thinks it is a great use. He understood the point about potentially consolidating this site, but he could argue that it did not necessarily need to be that way and they could keep the site as a restaurant. This could be left as a restaurant for future terms and build residential and retail around it. Board Member Katz agreed that he did not know what a future consolidation would look like, but he did know that he would not, at least at this time, want to define that future site by releasing the land. His personal vision was something along the line of a five-year lease with the understanding that an investment would have to be heavily subsidized by them because he would not ask someone to invest three-quarters or a million dollars and then say they must walk away in five years. To him, there would need to be extremely favorable terms to lease. Currently, the property has no value in terms of revenue, so if someone was willing to invest money and by virtue of charging little or no rent for them to occupy that space for a certain number of years, could cover a good portion of their investment. He would be willing to do whatever it takes to activate the space to make it buyable for those five years and hit marks that justify the investment and defray all costs. He added that a demonstration of the successfulness of an endeavor like this would lend itself to them saying yes, an L-shape is better than a full consolidation. Currently, in concept, by virtue of demonstrating that house could be activated and successfully operated for years, he thought a future Commission would say they did not want to tear that down, not extend the lease, or sell the property, and they could work around it. Mr. Hendricks stated it was all about the numbers and all things are negotiable. Board Member Romelus felt everything said were the reasons this property should be sold and conveyed for this project. Why play a game of who can hold it temporarily and see what happens in five years rather than allow the property to be redeveloped into something beautiful and inviting to Downtown, which is desperately needed. She questioned how many viable Black-owned businesses they have on Ocean Avenue. Chair Grant asked if Board Member Romelus was talking between Federal Highway and Seacrest or on Ocean Plaza. Board Member Romelus clarified this was the main Downtown corridor. Bonnie Nickelien, Grants Manager, stated there were two. 56 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Romelus ventured to say there was nothing that would bring the essence that allows a more cultural expansion and that is what this restaurant would do. This is needed in this part of the City. She thought they should move forward and allow this project to grow. Board Member Penserga commented that he was a big fan of what Mr. Barber was doing; he is local and successful, they want to keep him, and he is expanding. Mr. Barber and Mr. Hendricks are right, this is the place, the connection between the Marina to Town Square. The Board wants to encourage people to walk in between, and this is what he imagined as a catalyst for this. They need people sitting outside and walking around to push people through the corridor. He supports this, but his concern was that they did not want to be in the way of development. As mentioned, a ten-year lease is a lengthy time, and they would not have to leave in a year. Perhaps they did not need to consider a vision for the area that would capture the whole block, but pieces built around it. He heard all the arguments and was in favor of this plan. He questioned if the applicant was seeking to lease or by. Mr. Barber stated he was alright with an option for a significant long-term lease, five with a five, or a purchase. He wanted to be clear, it is somewhat irresponsible of anyone trying to build a bridge for a legacy for their family to invest where they do not have a stake in the land, it is not wise. Board Member Katz made that point very clear and he did not mince any words. Vice Chair Hay was all for this project. He understood there are other Letters of Intent and other ideas, which he wants to hear, and then make up his mind on what he feels would be the best for the area. They have been down this road before where others were interested, and the Board did not want to go with certain individuals at the corner of Federal Highway and Ocean Avenue because they wanted to hear what others had to say. They may end up back here with Mr. Barber, but at this point, he wants to hear the other options before making a final decision as to what direction he wants to go. Board Member Penserga asked about the project cost. Mr. Barber said they could say $1 million, either way, he does not need a loan. He has proof of funds available, so if the Board said yes tonight and this was a site plan modification, he could start digging tomorrow. They are opening in West Palm Beach on September 24, 2021, the Art Collective, and a second Troy's Barbecue location called The Peach. It is built on the same premise of historic building, offsite cooking, dining in a space and dining outside. It is a proven concept that has been done in other places, but now he is taking his hand and activating his own and looking to do a different concept in Boynton Beach. He is not looking to move Troy's Barbecue from its current location to this current location on Ocean Avenue, they are looking to do an All-American Dining Restaurant on this street that activates it in an awesome way. 57 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz commented that as explained to him, the property has been given a local Presentation Designation and there has been some effort to make that property able to apply for Preservation Funds. His position is that there is a difference between that house and the old high school. He questioned if the current designation restricts potential uses and how they could remove the current designation if that is an impediment. Regarding shipping containers, in the past relative to housing, they talked about how there were not current shipping container codes in the City and he questioned how they could move beyond that obstacle if they were to move forward on something similar to this. Ms. Shutt stated regarding the Historic Preservation component, it is locally designated. Based on her conversation with City staff, it goes to aesthetics of how it is preserved. They would need to make sure any of the improvements or additions need to be from the existing pad moving back northward. Regarding the Building Code issue, there was nothing preventing it, and, in fact, the Building code may help the applicant. There is a certain flexibility and cost of converting a residential structure to a commercial use. Even if it is for a couple of seats or storage, they need to make sure the structural capability on the second floor and deck wood is investigated. As far as the historical content, they need to restore the building aesthetically on the outside, not changing or adding anything to it. They are looking to provide seating in a seated area to the back, which would be consistent in concept. Now that there is a concept plan, they can move forward to the Planning and Zoning staff for more input. In the initial discussion with Planning and Zoning, they did not have anything to react to, but they said one thing that needed to be looked at was the site improvements, which could also be explored. There would be a zoning application and rezoning with Planning and Zoning to get the use activated. Historical is not going to prevent them from what they are planning to do. As far as taking away the designation, the CRA could go through the process or explore the opportunity if changes needed to be made to the building or if it did not fit their needs. From what she understood, they could work with the building as it is, it is just the expense of retrofitting the building. Staff indicated there are currently no regulations regarding the Feasibility of the shipping container. They would entertain looking at this as a test case, but again, they would help in facilitating a meeting with Planning and Staff should the Board want to explore this opportunity. Board Member Katz indicated that he did not object to having staff work to do this, especially because it has been discussed in some capacity in the past relative to residential, because using shipping containers for structures for residential and commercial is a normal thing. As for Board Member Romelus' position and the need for someone willing to invest money to be able to come out of this, he thought a five-year lease with a five-year option afterwards was the middle ground of selling the property right now and deciding what future redevelopment would be, which is an L-shape around the adjacent properties, or if they do a five and five, which basically puts adjacent properties on notice that they have five years to figure out what they might want to do and approach the CRA in terms of consolidation. If, in those five years they have not come up with a plan or sold the property to the CRA or the City or have not approached the Board with a 58 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 consolidation plan, he would think a decision could be made by the Board to extend the five years or that a five and five could contain a Purchase option. He was trying to find a way to keep their options open. He truly thought a viable business proving the point being made would ultimately end up steering the future of this property versus them making the decision now and steering the future. Because if business are not always successful, he would not want to have sold the property and then having nothing as far as future redevelopment. He thought a guaranteed five with extremely favorable terms; he did not have a problem with a five-year lease with almost no cost associated other than the cost of maintaining the property and whatever hard costs are involved. He was willing to activate this pace and give it a five-year run to make sure it is economically viable and justifiable, and he would be willing to do everything possible to make that so. Board Member Penserga agreed; he liked the five-five idea. In that time, they would know if this was a strong business. He was in support of that. Chair Grant commented that Vice Chair Hay said he would like to hear from the other people who put out the LOI prior to deciding. He suggested having the option where the person selected could grow their business on extremely favorable terms that only a government could offer. In addition, having the extension, the first right of refusal, so any developer who would want to work there must come with you, because that way you are not subject to another developer coming in and kicking you out. He thought the Board wanted to move forward with development and if they could keep this with the two-story condos, that may work out for the best. Mr. Hendricks mentioned the shipping containers and noted they are coming from Miami, they are plug and play, and they are put on a slab. Someone was coming up with a chunk of money. Chair Grant indicated the first Letter of Intent was from Brian Fitzpatrick. There was no online contact with Mr. Fitzpatrick, so they moved onto the next applicant. Bradley Miller, Urban Design Studio, representing the Daggers, Dr. Sammy Dagger and Salom Dagger. He stated they do not have a specific plan as he was contacted about a week ago and to put something together would have been a very thrown together plan. They would rather work with the CRA Board and staff to come up with a development plan that satisfies all the needs and following the CRA Redevelopment Plan put into place many years ago and pursue in that direction. He noted that they were asking for time. He was involved in the 115 North Federal Highway site with the original LOI operator, and they wanted that to go through, but it is still in the process. Rather than jumping right in, it is a matter of looking at the City perspective relative to location of their new City Hall and the amphitheater, and eventually the rest would come into play as far as Town Square. He asked that they do this as a consolidated plan. They would like to work with the CRA Board and staff t create ideas of most likely a mixed-use opportunity that could bring in businesses as well as residential to support the area and corridor of Ocean Avenue. He noted his clients own the 209 parcel 59 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant commented that the difficulty with this proposal was that the CRA was not a developer. It would be better if the Daggers said they wanted to develop the Ocean Avenue frontage and here is the plan, rather than saying they wanted to work with the CRA Board, but they did not have a plan. He mentioned that Mr. Fitzpatrick attended a previous meeting, but the problem with planning it out is a possibility, not a reality. The Board is trying to activate the space, not necessarily for the long-term, but for what they can do now. The space is valuable, but he does not know what this Board is going to say for another mixed-use development project within the next six months. They are doctors, not developers, so he questioned if they were trying to get the maximum value from their property to try to develop themselves or if they are trying to partner with their own developer, or if they are asking the CRA for a certain amount of money to be over an done with it and according to earlier conversations, could it be done before the end of the year because they would have to pay increased capital gains within next year. He was in favor for finding the time for next month, but he would want something more tangible than possibilities, he wants realities of what could happen within the next six months. Mr. Miller stated they are asking for time to be able to put together a plan and come back to the Board with that information. There is one doctor and he believed Salom was real estate oriented, so there is a connection to having some development experience. They told him about a half a dozen properties here in the City that they have and maintain, both commercial and residential, so they are an entity that has been in the City for a long time; they are part of the community. Board Member Katz agreed and reflected most of what the Chair said. While talking about a mixed-use in five years, in his opinion, the mixed-use project was more realistic because he did not see this site being built out to that level when Town Square is not guaranteed to be built out by then. He was not opposed to trying to be consistent with past practices. He did not think this was an RFP type situation because his thought is to activate the space right now for a couple years minimum or longer. He worries if the client proposes what it might be in five years, he would say that is another big promise and it is most likely to turn into a big swing in the mist like so many others have. He would prefer to activate the space. Mr. Miller was not surprised. The two properties combined are still a lot smaller than the larger mixed-use developments that have stung everyone. It is coming up with a plan that is not as grand as others that require a bank roll, but being able to do it, support it, and come back to the Board with numbers. They are looking for time. He thought any property along Ocean Avenue, whether it is 115 or 211, were very important to the plan for that area. This property is smaller in size and may be a little more controllable to make that happen faster. If there is a compromise, he liked the opening comments of not wanting to sell and to be able to give that opportunity down the road to see what happens. Board Member Katz stated the client and Mr. Fitzpatrick could work together to come up with a project that forms an L-shape, which would remove any of the other hypotheticals 60 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 and then everyone could get what they want. Currently, the thing standing in the way of selling that property is the hypothetical consolidation and the thing standing in your client's way and in Mr. Fitzpatrick's way, is that a grand plan is unlikely. He recommended if his client and Mr. Fitzpatrick acknowledged they plan to develop in an L-shape fashion, that would pave the way for both plans to exist. Mr. Miller understood and stated it has been discussed with his client. They have not had a conversation with Mr. Fitzpatrick, but they can reach out. Chair Grant called Florida Technical Consultants to speak. James Barton, Florida Technical Consultants, a small engineering company above Hurricane Alley, was present. He distributed handouts and highlighted the following: • Florida Technical Consultants has been in the area about 20 years. They are a Civil Engineering firm and focus on geographic information systems and implementation for mostly utilities and municipalities and they do training. ® They are a high-tech firm in Boynton Beach with six employees: three engineers, one general contractor, one architect designer, and one CAD GS technician. ® They want to stay in the CRA and in Boynton Beach and want to start a partnership with the City in the training and technical services they offer. ® Their proposal is slightly different, it is not multi-purpose, it is not mixed-use, and it is not a restaurant. They are thinking of a small office with a training facility, and they could even do outreach to small business support. The building is perfect for this because there is no traffic impact and there is ample parking. They would not need an investment in growing the property and they do not need additional restrooms or parking for more people. For a training facility, the location is perfect because it is right off the highway and central to Palm Beach County. The only other training facility down here is in Coral Gables, there is nothing else around unless they go to Tampa. • As a high-tech firm, they often have meetings in the City where they invite other small engineering companies and small businesses. The meetings are usually at the Butcher and the Bar on Thursday nights at which time they talk about running a small business and some of the challenges. • Benefits to the CRA of having a training facility are that they can assume responsibility of the building, they can attract other high-tech firms to the region, offer training to City staff and to other residents and schools, and they could also offer direct technical services to the CRA. o Benefits to the community are maintaining the historic link to the City, maintaining a link to the business development the City is trying to achieve; they could be more of the professional end of that because they are a small business. ® They would invest in the building and community, beautify the property with landscaping, and make it a green project, so they would not increase the footprint. They would reduce the footprint, take out the asphalt in the rear and put in grass, 61 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 so they are reducing the heat footprint. They do not need additional parking, concrete, or restroom facilities. • They could help the CRA by inventorying all their properties and adding information about them, especially different types of businesses, where they are, and what is vacant. • Research was done on the property and all documents provided were reviewed. They did a site visit with a contractor to get cost estimates. A cost estimate for them to work in the property would be significantly less than investing in a restaurant because additional facilities do not have to be added, but there is a lot to be done. They have to pick up the past ten years of maintenance and make sure everything is to code. They reached out to the City, did the document review, and reached out to Planning and Zoning regarding the code. • The vision of the building would be to maintain, and it would be a professional office linked to the City. Mr. Barton questioned if that would be an acceptable idea for the CRA because if not, then he could walk away. He believed there is value in maintaining the property and value in what their company brings to the City. They would like Boynton Beach to be a tech hub in the region. Board Member Penserga thought this seemed like a great company and they are doing great things for the City. The Board appreciates the commitment and wants to keep them in this City. His concern was that the space is a house located in a central location of the Downtown corridor and during the day it is used as an office but questioned what would happen during the night. They are trying to grow the Downtown and need to encourage people to walk, to have nightlife, going to restaurants and stores. There should be office spaces in the Downtown area, but he did not think it needed to be put for that footprint as the only use. If there were a restaurant on the first floor and office space on the second floor, it would ensure the area always had activity, day, and night. Chair Grant questioned if Mr. Barton was alright with a long-term lease versus owning the property and learned he was. Vice Chair Hay questioned how much minimum square foot they would need for their professional office. Mr. Barton stated currently on the top floor there are two offices and an open office area they could use. Most of the engineers work from home and do not need to meet all the time. When he looked at this property two years ago, he thought they would run out of space, but now they would not have that problem. If they grow geographically, this would be the hub of all the activities, but they do not need more space. The reception area is on the bottom floor and a large room would be perfect for a training facility. They would not run out of space and could be very creative on how the space was used. They could do classes at night in the downstairs area. It is not a restaurant scenario, the inside is not big enough for a restaurant, there is no room for tables or a kitchen, and there is only one restroom downstairs. They would be interested in partnering with the community for Pirate 62 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Fest and those types of things and there is a big lawn out back, so they could help host events. They think the facility is large enough for all their needs. Vice Chair Hay mentioned they do not need a lot of space, but they need adequate space. He questioned if they would consider staying in Boynton Beach outside of the CRA area and if they have been looking at space. Mr. Barton replied yes. He has been looking, but they have not been looking seriously.. They just found out a month ago about losing their lease at the Oyer property. Vice Chair Hay stated they would like to have them remain in Boynton Beach. Mr. Barton commented that he was looking in the CRA and would be willing to acquire property if possible. He would like to acquire this property, but it did not seem to be the direction the Board wanted to go in at this time. A long-term lease with support would be fine. The footprint would not have to be increased, so they could take what they have, save it, and make it a useful environment for work and learning. Board Member Katz agreed with Board Member Penserga that it was not what he envisioned the space for, although he did see other opportunities in the area if office space in this general area was what they are seeking. His vision was that this is their main street, and it should be activated as many hours as possible and drawing as much attention as possible. He thought other office space, whether it is in the CRA or in the City, for this type of business would be more realistic. Chair Grant called Kim Kelly to speak. Kim Kelly mentioned they were trying to figure out if the CRA was going to buy the Oyer building, and she knows what it is like to lease. She would like to be able to purchase this property just like Anthony Barber. The only thing that bothers her about having a lease is what happens when it is up; you get displaced and have no where to go. Being Downtown for 25 years, she feels like it is deserved. They have offered substantially more money than anyone else and it would also help solve a dilemma. If the Board did not want to sell the property, they would probably like to consider a long-term lease, but they would need help from the CRA. They would have a year or two to figure out where they would go and there is not a lot out there to choose from. She believed the property should be a restaurant. She just found out about the sale a couple months ago and it is life changing. Chair Grant called Brian Fitzpatrick to speak. Brian Fitzpatrick stated if they were to move the Magnuson House, they would be able to accommodate Mr. Barber or Ms. Kelley's dreams as well. There is additional restaurant space at Ruth Jones house that has been restored. It has been sitting there vacant and 63 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 is a perfect spot for a restaurant. Serious money is being spent on Town Square, so let's put something that will compliment the block. Julia Chiff, 5255 North Federal Highway, architect for the Barber family, commented that no one addressed architectural issues related to this building. This is a historical building. Mr. Barber and his partner have put together an exciting energizing opportunity that she wants the CRA to realize. They have not only addressed Planning and Zoning, CRA, and historical issues, but also architectural issues at the same time. By honoring the building as a historical building and bringing in shipping containers, they have married the idea of old and new and brought greenery and landscape. They are not installing elevators to the second floor and destroying the integrity and historical aesthetics to the building, they are not creating massive excessive ADA ramps, they are creating beautifully designed and integrated porches with detailed railings that honor and retain the significance of the building that has been there for so many years and a small carefully placed handicap ramp on the east side of the property with one entrance door as a way to greet patrons. In comparison to the Dagger proposal, which talks about relocating the building, the Barber proposal honors the building by retaining its presence and not doing a lot to significantly alter the structure other than making it safe and habitable for commercial use. She did not want the CRA to miss an opportunity to take a team, that in a very short time, could put the funds together, put together a plan, is ready to go tomorrow with approval, and activate this site that has been dormant for so long. Chair Grant asked Attorney Duhy to inform the Board of their options. Attorney Duhy advised that the Board previously accepted the Letter of Intent from Anthony Barber to begin discussions and that is the current Letter of Intent on the property. As part of that process, a Notice of Intent to Dispose was advertised and they have received several other interested parties. The Board's options are to continue to direct staff to continue negotiations with the chosen developer and come to terms of an agreement whatever that may be or reject the Barber Letter of Intent and direct staff to move forward with negotiations with one of the other interested parties. Chair Grant commented that they could put it out to an RFP or RFQ. Board Member Katz indicated that the Board accepted a Letter of Intent, the property has been noticed, and there was ample opportunity for people to come up with plans and come here tonight to present those plans. Now there is a request to extend a little more time, which he was not opposed to, but he did not want to go the RFP route because he thought in five years a larger mixed-use project might be viable. If he saw a large mixed- use project presented today, he did not think it would be viable today and he did not want to decide for someone five years from now when he could decide right now to activate the space and in five years, depending on the terms of the lease, the body at that time could decide. As he talked and listened, thought more, and got to his last statements about the L-shape, he has moved closer to the desire to force the hand of the adjacent property developers. He did not want to see a premature massive project derail the potential for a project that could exist tomorrow. He was in favor whether it was 30 or 60 64 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 days, to allow other people more time to propose. He did not want to go to an RFP, so he did not know what was legally possible. Attorney Duhy advised they have already issued the notice to the public of the availability of the property or their Intent to Dispose of it and they have received those interested parties. She questioned if the request was to republish for more interested parties or select a group of people among the ones who responded today and allow them additional time to prepare more information. Board Member Katz indicated that it would be for the existing group. In the interest of fairness, as they have done in the past, when an LOI was submitted people were given an opportunity. Again, already having a personal preference for Mr. Barber's plan and after this discussion, his advice would be to try to come up with a viable plan for properties that compliment this property. He did not want to sell the property outright, but if he saw a grand mixed-use project presented anytime in the next month or two, he would never support it. The Board has an actual tangible promise before them that he would take over a grand false promise in a heartbeat. Chair Grant felt that getting Mr. Barber more involved, who' has been in the City for decades, would not necessarily hurt. He was in favor of directing staff to move forward with a long-term lease agreement so the Board could look at this next month and review comments to make sure Mr. Barber would be able to build wealth for his family in the future. The point of the CRA is to remove slum and blight, vacant buildings, and spaces considered slum and blight. Board Member Romelus stated there was an opportunity to remove slum and blight. She again asked how many Black-owned businesses own property on Ocean Avenue. Her intention was not to give Mr. Barber a five-year lease that could be broken or renegotiated. When another property owner comes in, they have an opportunity to start a precedent that says Ocean Avenue is open for business in Boynton Beach. She thought the five and five was the easy way to go and she thought they should sell the property. Mr. Barber has done the work and provided a Unified option that has not been presented in the last five years. She believed there would be an opportunity for Mr. Fitzpatrick and Mr. Dagger to develop the remainder of that property, which would also be a positive move to allow this initiative to reward and incentivize individuals to come before the Board to present plans that are satisfactory. Vice Chair Hay was all for Anthony Barber and his project. He was looking for some consistency; the Board has gone down this path before and said they wanted an RFP to see what others could do with the property and he did not see any difference on this. He will vote the way the Board votes. One thing to consider is that Mr. Barber owns another barbecue restaurant around the corner on Federal Highway and he is getting ready to open one in West Palm Beach. He wanted to hear other ideas and see the layouts; there is no rush, they do not have to close by December 31, 2021. He was not ready to move forward. This was discussed last month, and the atmosphere was to see what else was 65 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 out there. He questioned if the Board was going to allow people to show their ideas or if they were going to close the door. Chair Grant advised that to sell the property, an appraisal would have to be done, it has been a while since they got an appraisal. They also need to make sure the CRA is doing their due diligence. The main concern is that Mr. Barber has had issues where he picked a location and it did not work out, so that is something to be considered. For him, having the five-year lease with a five-year extension with the right of refusal, gives him security that he would be a long-term partner in the CRA, and he could profit. He did not know if offering the $200,000 and $50,000 for the next seven years was the best offer for the CRA to accept. He would say moving forward with a lease term, which he believed was the consensus of the Board, was something they should have in their discussions along with the other ideas because he felt anything offered to Mr. Barber would be similar to what would be offered to the other applicants. Board Member Penserga stated when he outright said he supported the idea of having a lease, it is not meant or intended to say he did not think the property should not be owned. It is a restaurant, and like any small business, not all things are successful. There was an option. He mentioned the letter submitted was a Letter of Intent to Lease. He questioned if there was a need for the letter to be submitted. Ms. Shutt responded no, notices have been done. Board Member Romelus thought the word "acquiring", in her opinion, did not mean leasing, it meant owning. Attorney Duhy stated the letter did not preclude either, so this is the negotiation. The Board could direct staff to put together a Purchase to Sale or a Lease. Board Member Penserga requested clarity and questioned if the applicant wanted to lease or buy. Mr. Barber thought it sounded like they were negotiating. To answer as direct as possible, he would like to take the property; he would prefer to purchase the property. If he is presented the option to lease the property, he would not lease it and shoulder the full extent of the buildout without the possibility of getting CRA help and a reverted clause. He would take the purchase. Chair Grant clarified that a motion was needed to move forward with the LOI for Mr. Barber or to wait for additional responses from the other LOI applicants. Attorney Duhy commented that two separate motions were needed. The first was regarding the Barber LOI. 66 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated if the decision was to move forward with Mr. Barber or with hearing from other applicants, it needed to be determined whether the property was for purchase or for lease, or if the Board wanted to table that to the next meeting. He questioned if the Board wanted to continue negotiations with Mr. Barber for a purchase or lease or if they wanted to leave a possibility open for applicants to submit other information and continue to submit an updated plan or reject them all. Attorney Duhy advised that the Letter of Intent has been accepted, so either stay with it, reject it, or table it. She needed direction to continue moving forward with discussions and give more details for a purchase or lease, or table it, or reject it. Then, they will move to the next agenda item, where there are separate Letters of Intent; each one will need to be accepted or rejected, or the whole item would need to be tabled. Motion Motion moved by Board Member Romelus, seconded by Board Member Penserga, to continue to negotiate with the Barber family and weigh options to purchase and lease agreements and bring that back to the Board for consideration. Chair Grant mentioned if they continue with this motion, they are not requesting additional information from other applicants. Board Member Romelus indicated that the Barber Purchase and Sale Agreement they are currently negotiating allows the seller to accept or entertain offers from others and questioned why the Board was not allowed to do the same. Attorney Duhy advised if the Board moves forward with this motion and move to the next motion, they could accept another Letter of Intent and have staff begin negotiations with one or more of those individuals to bring all those options back at the next Board meeting. There is an option in the next agenda item dealing with the other submitters. Until the Board enters into an Agreement, they could continue to negotiate with as many parties as they want. Chair Grant commented that because none of the others have been rejected, the Board did not have to re-notice. Attorney Duhy replied that was correct. Vice Chair Hay clarified they were voting to continue Mr. Barber. Vote The motion passed unanimously. 17. New Business 67 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 A. Discussion and Consideration of Additional Letters of Intent Received for the CRA-Owned Property Located at 211 E. Ocean Avenue Attorney Duhy indicated that the Board could either table this item, accept one or more of the Letters of Intent and permit them to begin negotiations for contracts, but it sounded like more information was desired about each of the Letters of Intent. The item could be tabled, and the applicants could bring additional information to the next meeting for consideration. The other option would be to accept the Letters of Intent. Motion Motion moved by Board Member Romelus, seconded by Vice Chair Hay, to table Item 17A and to allow for each LOI submitters to have more time as they expressed to present a more detailed plan and not accept any other LOI's for 211 East Ocean Avenue. Ms. Shutt stated there would be at least three more detailed plans to review at the October 12, 2021 meeting. They would like to have all information submitted no later than noon on September 30, 2021. Chair Grant commented that it must be published on October 8, 2021. He thought the deadline would be October 3, 2021, so everything would be submitted by Monday morning. Vice Chair Hay questioned what they were expecting at the next October 12, 2021 meeting. He believed the information had to be in at least five days prior to the meeting. Ms. Shutt advised this was for staff to have enough information to write their report and to publish it online. They normally start wrapping up and publishing around Wednesday prior to the meeting. Chair Grant suggested September 30, 2021 as a deadline for the LOI applicants to provide any proposals or documents. Bradley Miller commented it is a lot to put together a plan. Knowing what the Board wants is a lot of information and it starts with a plan of being able to consolidate and put numbers into that timeframe. Vice Chair Hay commented that an extension was requested beyond October and questioned if November would be better. Mr. Miller replied that November would be better because he would be out of the country during the October meeting. Chair Grant questioned if October 29, 2021, by 5:00 p.m. would be an acceptable deadline. 68 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Mr. Miller thought so. Chair Grant stated that a letter would be sent to all the applicants with an LOI to let them know the new parameters and go from there. Ms. Shutt indicated that the information needed, based on the Board discussion, was at least if it was going to be a proposed lease or sale, what the terms were, terms of the lease, the duration of renewal, as well as a conceptual plan with development costs associated, Feasibility, and a timeline of when they choose to activate the use. Board Member Katz stated if it is any party's intent to ask for CRA support of resources beyond the property itself, he strongly encouraged listing that information. Ms. Shutt advised as the letters are received applicants are given a caveat. Any requests of the CRA would be greatly appreciated regarding costs as well as the development timeline. Chair Grant commented the motion is for a deadline of 5 p.m. on October 29th. Vote Motion passed unanimously. Ms. Shutt recommended applicants submit the terms of the project, the duration, conceptual plans with associated development costs, feasibility timeline when they will activate the use and any request for CRA Financial support. As letters are received, staff will advise o the items to submit. Vice Chair Hay suggested the Board only address items that must be heard tonight, as it is 11:07 p.m. B. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2021 Annual Conference on October 27-29, 2021 in Fort Myers Chair Grant requested that any Board Members who wish to travel could travel for the FRA. He questioned if another conference was possible for the CRA. Ms. Shutt believed the only other conference in October was the IDEC; they are receiving an award at that meeting and also at the FRA. It was noted this conference is not for the public. The date is October 3, 2021, through October 6, 2021, in Nashville, Tennessee. 69 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant suggested any Board Members who would like to travel be approved. A request was received from the CRAB to send three members instead of two members if the full Board does not attend. Board Member Penserga stated that would like to attend. Chair Grant was uncertain. Board Member Katz stated he would not be able to attend. Vice Chair Hay thought he would be able to attend. Ms. Shutt stated the early bird date for the hotel is October 12, 2021, so if everyone could let her know by then, they could save some money. Motion Motion moved by Board Member Katz, seconded by Board Member Penserga, to approve CRA members who wish to attend and up to three CRA Advisory Board members and that mileage of$140 be included for travel expenses. Motion passed unanimously. Ms. Shutt suggested including mileage because in the past members did their own travel expenses, which would be about $140. 18. Future Agenda Items — None. 19. Adjournment There being no further business to discuss, Chair Grant adjourned the meeting at 12:OOa.m. [Minutes transcribed by C.Guifarro, Prototype, Inc.] 70 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 CONSENT AGENDA AGENDAITEM: 12.C. SUBJECT: CRA Financial Report Period Ending September 30, 2021 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending September 30, 2021 (Attachment 1): • Statement of Revenues • Expenditures and Changes in Fund Balance Report • Budget Comparison Schedule - General Fund FISCAL IMPACT: FY 2020-2021 Annual Budget CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan and FY2020-2021 CRA Budget CRA BOARD OPTIONS: Approve the CRA's monthly financial and budget report for the period ending September 30, 2021. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period September 30, 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- September 30,2021 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 14,928,164 14,928,164 Marina Rent&Fuel Sales 1,576,426 1,576,426 Contributions and donations - - - - Interest and other income 164,644 191,547 2,065 358,256 Total revenues 16,669,234 191,547 2,065 16,862,846 EXPENDITURES General government 3,376,216 - - 3,376,216 Redevelopment projects - 10,052,665 - 10,052,665 Debt service: - Principal - 1,807,000 1,807,000 Interest and other charges - - 328,363 328,363 Total expenditures 3,376,216 10,052,665 2,135,363 15,564,245 Excess(deficiency)of revenues over expenditures 13,293,018 (9,861,118) (2,133,299) 1,298,601 OTHER FINANCING SOURCES(USES) Funds Transfers in - 10,431,300 2,137,822 12,569,122 Funds Transfers out (12,069,122) - - (12,069,122) Total other financing sources(uses) (12,069,122) 10,431,300 2,137,822 500,000 Net change in fund balances 1,223,896 570,182 4,523 1,798,601 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year 4,406,824 11,610,983 120,620 16,138,427 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 - September 30, 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 1,576,426 Interest and other income - - 164,644 Other financing sources(uses) 100,000 545,561 - Total revenues 15,952,192 16,397,753 16,669,234 EXPENDITURES General government 3,883,070 3,883,070 3,376,216 Total expenditures 3,883,070 3,883,070 3,376,216 Excess of revenues over expenditures 12,069,122 12,514,683 13,293,018 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 $ - $ - 1,223,896 Fund balances-beginning of year 3,182,928 Fund balances-end of year 4,406,824 The notes to the basic financial statements are an integral part of this statement. 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V7 L N c-I to O O O O O O O UD c-I to O O 7 Ln m M O O r` M 00 to Ln 7 c-I m O m N O Ln M O O ,� Ln m O c-I O O O O O W W Ln o0 r` Ln r` to M W O r` co O to O N 7 co O o0 c-I c-I 7co c-I O N O 14 O O O O O N Mc-I 01 4 r` M ` O a;01 7 ci o0 rL6 c-I 4 o0 O O Lf1 Lf1 N o0 o0 \ N to O N m r` N to M r` m r` r` 7 W to M M W m 7 r` to w A+ OM V/ EO w N O N O N m M O W ti Ln to to W M c-I r` Ln m O O M M O to O W O m Ln O w O """� CO to O O W � W -! 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N N Ln 40 F+ I� 01 l0 N M 0 O u n 0 m O Q O to W w N O c- O m F c-I N u ti LLQ O n O o0 7 N I, n Ln O M m o0 m N to N m 0 0 T cn to 4) [L O O O O 09 O O O O -p O O O O 3 [L f6 u H LL 0 c O O du o1 o0 O 40 O c O N W ro 7 7 W E c ti N 3 N N u C W 45 0 0 F t O G 4) 0 0 Z j D U_ W W In � Q u W W z O m W � W ro C LL O O O O Q N bb 3 C<7 VI N _ tV m 7 0 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 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, J MM 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. In 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 I) 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 Boynton Beach Bucks - Rock the Plaza - Ocean Plaza Q1 Are you a Boynton Beach resident? Answered: 41 Skipped: 0 Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 70.73% 29 No 29.27% 12 TOTAL 41 1 /6 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: I } I have neve dined at an Bailey's Blendz Cafe Frankies Scheurerijji�1 Chocolatel` CK&M L i I Sushi Jo V. 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 Skipped: 20 Fran's Sew& ajb Sew By Cycle 110M Fly&Flow Fitness Jackie's Grooming Spa... Penn Nails& Spa Lighthouse Vapes om Angel's Secre m Tropical Troy J" ;1 JMM Services Alchemy Salon Link Custom Jewelry _- Boynton Beach Florist ollim Palm Beach Shooting... )'t Details Design 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 3 /6 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 Skipped: 0 Social MediaE sum t Email Poster/Street Sign Newspaper/Magazj�t I ina , 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: 17 Skipped: 24 6/6 Exhibit A - Event Poster _y MIN 1, 1 i NINE 0 5■ B ® YNT ® N BEACH INCRA l:4}.fYJWJNal7'd�(dt4f l6A�fl4Y4 d ip,{p'±y�} a]MIN i al Exhibit B — Postcards JOIN US FOR ► SUMMER OF RUCKIN' EVENTS Rm i,t sr+j �d 0a(I���Tr,��„��,. � , ....... ........ } son9 I 0 �� ■tib �■ ��t�t, r�,� �, I�t� ■�� �■ ■ 1 1 1 THE 80YNT8N BEACH i� � 88YNTUN BEACH JUNE 12-m JULY 17 TH 5 - 9PM 5 - 8PM T . S. FEDEK HWY. M85[C BY F Music BY THE FLYERS SPRED THE DUB EXPLOREDOWNTOWN R� �£ �� :It,�,{'I '`II ,I �, �,'� I t` EXPLORE DERE BOYNTON PLAZA R SUPPORT LOCAL BUSINESSES f �, sl ft �i'1� SUPPORT LOCAL BUSINESSES It ,° ,. t L, LEARN1 ' ABOUT THESE FREE EVENTS AT B HYNTO N BEAM-1 IC I A.com ® u n ii ■ � ii BBYNTON BEACH AUGUST 218T 3 - 6PM B40 E. OCEAN AVE. Music BY REGGAE SOULANS EXPLORE OCEAN PLAZA O ' SUPPORT LOCAL BUSINESSES ' °""ECRLYSSEDQfI°° Interpreter available upon request. Contact CoppinM@bbfl.us or 561.600.9097. � Pasta)Customer Exhibit C — Signage 13I9V B © YNTD N BEACH PRESENTED RY BOYNT©NNT =BEACH � RA COMMUNITY REDEVELOPMENT AGENCY 717@Eilpil 1�y0�0p�1� gigll � 1 1 BOYNTON BEACH PRESENTED BY BOYNTJH (CRA .':BEACH COMMUNITY REDEVELOPMENT AGENCY Exhibit D — Coastal Star Rg"EK R I Ki K v t , j{`sssr}� ■� ��� SUYNr®N RPA P44 813YNION REACH JUNE 121H JULY 170 5 - 9PM .i 5 - 8 PFS 100 � .N'£,°' h t 3,���li, I i;iia}�f�1��` h��#,r,����; N.E. 01 ST. 1351 S. FEDERAL HE. music MY MUST 9y THE FLYERSI SPRED THE DUBN EXPLORE DOWNTOWN S EXPLORE ONE BOYNTION PLAZA 6 SUPPORT Lel BUSINESSES SUPPORT LOCAL BLlSIINESSES 1 1 1• ' NNS■ ■ ■■ NIS a N3{1YNTIJN ExEACNd'! AUGUST 219T - 6 PM a: uB40 E. OCEAN UE. Musiie am REGGAESUMAHS EXPLORE OCEAN PLAZA SUPPORT LOCAL BIUSINESSES ■ Exhibit E — Neighborhood News 1 r ■■■ ■■■ ■■ � / t BOYNTON BEACH PRESENTEE)BY BOYNTC3C~J =BE H CRA ioPM€sur AG€ndcr 1 ON Exhibit F — Gateway Gazette AnNIMIL Exhibit G — Social Media P e ilorman ce for Your Post Boy nro n B4@3r h CRS Rack the Plazo is aniy 1 mway� Don't miss;ihis evenI in Downtu%T,Boynton Beach 13 7 0 0 R K 3 3 2 0 2 NEGATIVE FEEDE�CK 0 0 U Y N 113 N 8 A_sai0 Get More Likes,Commems,and Shares Whar,Mj bwst Jls past YQULd S, 'IM it 639 20 peop. Performance for Your Post Boynton Beach CRA Augussi 1a �s 579 TrV one of Ocean Plaza's lasly restaurants thz Satufday at Rock,the Pizza 9 Ocean Plaza! 8 7 RU ni 0 KI vIlw USI wISrr Ust 19 Augod 2,131 Axgwl 21st ISM 3 7 9 OCEAN MW MAN KAZA MEN NEGATIVE f EEDHA CK 0 i til 0 0 21s1 2134 3-16pm 3-opm OCEAN KAIA J Get More Likes,Comments and shares When rou bort this past,you'll show irt to more people, 579 28 Per,,4 Re3chea Enpge-fie",tE 7 Performance far'o's Post Boynton Beach CRA vvas live Alm A-Q� 1,122 ponve Reaset:,' Ruck the Pima Ocean Plaza is happening now ali 640 E can Ave! 812 112 Read am Comments 8 SK arses 25 19 6 CKTO On Pat On Shams "Y4 3 1 NO On Pat On Shams 4 4 0 Comments On Pat On Shams 10 10 0 own On At On Ames 201 Rcsi 79 7 115 CAC"to Phi a LA ChOs War Gkks NEGATNE FEEDBACK 2 Km PH 0 on A pmu� Get More Likes,Cofnments and Shames 0 Papad as Sown 0 Wks,Page When you boost this post,ycLNI show it to more people. 1M22 243 PE;H vamd E5a"ws 0021 4 CmnawN 10 Dares Boynton Beach CRA Pub _h ed bP----ii ee yyA I-,&Ie pokbe`ts �ku st 2"'D at, i2' ,9 w„'V Don't rmss ROck t,-,e P,az Ocea-I Razat m rr vv from 3-6PM at 640 Oceanew �i 3VVTC N BEACH RA � v' Olk µAQ ,AU,G 2` Rock the Plaza n Plaza 640 Ecean Ave, BoyntonBead-i, FL 334,35.5005, Unit di States 64 Went 319 ln,t re to 204 B Pecple Beaded n -am,e rs B> Unavailable 1l Like rrrrrt r Share Comment oyntorl; Beach C RA., Boynton Beach CRA Ceara more about Rock re Vaza _ Crean JD_a7a 011 our 'coq' �fj7 }S WN v a 1 U1 Rack the Plaza —Ocean Plaza Rock t�"e Paza,;at Ocean PIIaza is thi's SatSatu rday, August st fP° Im a-0 Reach ore People h This, Post x Pro-mote'pouf Page by oostfng trhos post so .`nacre peop�e can see, 4� "Learn more about F,oc-," 650 78 'r +3.I+3.Ix Hi It r -- -People Reached Ery agemerfi-, ISvibu.ror-sccre «_ s 1 '" L p y Like Comment Share Most Relevant Crrmient as Bomton Beare C Boynton Beach CRA posted a v,dec-,c-, p'ayilst Open fo'r Business in the Boynton Beach CRA Area P,;�.Isld b-, -,"-A f"tee A-fe Pz,L erts -g�,St I A M, Satisfy your sweet tooth at and-Dip 1:-,ed C-,n oco:ales-4 uri ng ock tP. Nze, Ocea- Piaza this Saturday fron, 3-6-PM, Reach More People With This Post x Pror-mDte your Page by boost�nq tNs post so rna,re people can see it "Satisfy your sv�eet i,-5' 2,467 438 Pecole Reached Engagements OC) 33, 8 Corrmeis f,,7 Shares Uke Cornmellit e,� Share Most Relevant w Com-nent as 3oV ntorl Bea-h CF',,4 Eet5y ChHsty Great job! Everything eras s000 good! Ply cups and pecan tuftles! Sorry V miissed ulou, ,aura; Like Reply I,AasFage 2,,,, View 7 more cornments Boynton Beach CRA paste d a v�'dleo,to Open for Business in the Boynton Beach CRA Area, Vst: e,"'s Secret this Saturday during Rccle,the PI azzl - C"c can C' aza frorn, 3-6PM in Downtown Boynton Beach! J t 1111[ 6 Reach More People With This Post x Prolicte your Page i:"fix bcostmg this post sci irricire people can see �t "V;,-�t Anqe'l s Sec-ret.,," 632 126 People Reached -Erigagerren'TS, 3 C-ori-irnen'Ls 11 S!"ares Like F,"', Cornment if,) Share Most PkIevant v Comment as Boynton Beach CRA Jeanette Whante God Mess you for reaching out to ladies4, LAP Repty MAessage 2-v,,, 011 View 2 niore cloniments Boynton Beach CRA Rock the DIaza it Cr l , 4 eek aw3y! Don t miss this k_zvent n Downtown ScynSoY?...Se3c , ml AV mi AW BEA CH l 0 Reach More People With TSIs Post x ,,,cur Page b-y tiborz .n ny,ri. rust so nore �ople Can,See itthe Dlaza S on- 639 20 , -Ux Average PeOPIC pkach :n i ra atm Di�r'b4%:'Cdj SCC,re 07 3 el"5`es a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 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 J LLJ Q a U � O � Cn � o6 Q C3 D Z w W Q SARI SAP, TE cn cn 2 LLI Q t O a �� cnff "I cn T 7 cn cn cn LLI cn CO co IS. JAJ cn W TIN cn 90 .0 it EEU � �,its � �� E P LU E a E 0 uj Ail 'A"M M,8 o 2 5m� 0 cn LU Al -0 -0 .0 LU >0 cn Ef 9, 3;F E 4-1 Cn cn ti s. IM LLJ 41� uj PI W � e+ NMI A JT a v m _ c uj J - �3 cn Itts � �y �s w LU J 0 z Q cn J Q j fi - w �3 0 Q z oc cn J a Q - o U m Z - Cl) - u - 'sot ea off e W }`t\ cl Z w CL August Facebook Posts 08 .-2021 uesday aril,a vie °!Tr� 4 Qi 14"A fir, Eara.ra Boat at&s Boymon Harbor 08,'312021 Pin- Mondaym-all Toofffeez 21 00 x2021 Have,yn vfsitsc&s Boymon �3K C,-5 Hafborlwladna ra:pnthg�Lssrr 61 08,2T'21021 . 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PVI.414 iheir-,,ya�,Rr anni-,rermari--join c 3 0� f2021 =;Throwba ckThurs,,s,.w ln 2 ;he kill r"DYnt_rr Baa,,CRA---nmplet- 00'A,2021 f Need a.r0rs-h or yoL r st.,nmrar 2K 42, pec,irureV'sit Penn Nails&Spa! 08,TZI,2021 CongraLiafions tT�=Sul-hpr The Ear on,,.hp- k4l -.2K 47 0012021 Ca,'=F ra r,kies reopens t.--jr oh.=ut"A 4:30,WA&a Ton o--F rm�w S-rarer 08220'2021 Don't r-as L,,,E C-.y oBoy,7-.on 4S, 2az-h, Exhibit A — Coastal Angler Magazine 4oJiil ilii Ju JI ill��� ' 11� ilii lu i�Jiiii o li i o% l' i Jl lull llll IC I� � wlulil�I i, - �3 L 1' s { ik - 4 t Exhibit B — Coastal Star st�tSt= i - i: 5-� l r P fi liM1M1.---999 i, �1 �r .s a..s;�s' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 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 & 11). 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 Mid-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 FY 2020-2021 CRA Economic Development Grant recipients Business Name 1 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. 1200 S. 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 September,14,2021 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 ff 1 L } t_Jnr st�ll3� t � � a NJ Am, LL Q lox tw t� ri 1v � LO Ln win !t � � t� �tii 1 ui � h�j��s� ti ��t's tt�E, ��g'r: t �{ r � W r ; t � t,_xr tiff �>2 F r. r G LLI LL NMI, 11 r V O L O �t Ln {g W O LLW m �1 i s� i LLI L LM 3 _ W it art tl { k =sr L W O NJ LL W MM !'t W ti�� T--1 L 4-+ GE J T44 YTa 2 � 7 if{'{lt LL I � LM W LL a �a t §�Zl 5 W � � LL LLI lUrli J1\jlliSl4r �li,lsYi4f u �4� m irt} t Itl ��, }�li 06 !ti 4 v„ t 4 a v t a 1v av lv nT ! - s �+l f _ W LL Ln i, Q O -- _, t ��,(11�,z i vii}�",-- - -- _ •� ! Oi� }1 W � O W O { i Ln W O LL LLI �; m �' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.D. SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent and commercial property improvements. The grant programs continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. Grant guidelines and applications can be downloaded from the CRA website www.boyntonbeachcra.com. Below is a status report of the CRA's Economic Development Grant Programs and Business Development activities for FY 2021-2022: FY 2021-2022 Budget $556,600 Grants Awarded since October 1, 2021 0.00 Remaining Fund Balance as of 10/8/21: $556,600 There are no new completed grant applications for the Board consideration this month. However, there were 13 new BTRs issued by the City. Staff will be following up with the businesses below to introduce our BBCRA Economic Development Grant Programs and SMOP and connect the construction related businesses with the selected developers to make them aware of the opportunities to participate in future CRA construction projects such as the MLK Jr. Boulevard Mixed Use Redevelopment, Cottage District I nfill Housing Redevelopment, and 115 N. Federal Highway I nfill Mixed Use Redevelopment Projects._ New Business Tax Receipts issued in September 2021 within the CRA boundaries: '7 Dollar General Store____________ 100 NE 10th Aveyyyyyyy Retail___________ Ocean Architectural Sheet Metal----- 800 NE 3rdySt V V V V V V V V ManufacturiVng----- V V V V Apexnetwork Physical Therapy---- 906 S. Federal yHwy- Byyyyy yyyyyy Physical Therapy yyyyyy yyyyyyyy Daniel Heart and Vascular, PAyyyyy 2923 S Federal Hwy Physician | |nV�kJn BUi|��[G LLC | 1�7� VV |m�U8th8 Ave1�� | \8/8[�hOU8� | . . . . �=========================== ===============�================. |SOU and Chiropractic: 1200 S Federal Hwy 202 | Chiropractor | | Urquhart Diane | 1370 VV |mdU8th8J Ave 114 |\8/OOd Manufacturing | �===========�=================�=====================�===============�=� | ------------ Lady TS K�i[8CeK�edSpa Inc | 2755 �� F����� HVVy20 | Fb9t8i| | ====�================� | Soleil Early Learning/\C8de �| 202 V B Beach Blvd: O8V Care ===========�======�=======�===-C=== == = ===== == ===== = = \D8[ Baken/8nd Market |� | �| 1=�=�=�=h==F=�=�=�=�=�=H=V=y� 1� Bakery ====�==== = ------ Boynton == B n � Beach Ok8][ Inc|nC | 7�� ��8G8 LODl8 Bk/� :Recreational, Boating: �=============================- =====================�===============-=� | ------------ Sunflower Spa | 407S� Feder� HVVy | Massage Therapist | �==================�==========�=================�===�======�======u===i | Florida State Roof Systems, Inc | 417hJE6th/\Ve | Roofing | �==================*===========�=====================�================� . . . . . . . . . . . . FUSCA�- UMMPACT: FY2021-2022Budget, Project Fund, Line Item 02-58400-444, $556,600 CRA PLAN/PROJECT/PROGRAM: 2016Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.E. SUBJECT: Social Media Outreach Program 4th Quarterly Report (July- September 2021) SUMMARY: The following is a list of the Social Media Outreach Program (SMOP) business development activities from July 1, 2021 to September 30, 2021 (see Attachment 1): • 64 Businesses are currently registered in the Social Media Outreach Program (105 have registered since program inception) • 3 New businesses added this quarter • 46 Business contacted this quarter (contacts are done in-person, via phone, and via virtual platforms) Social Media Outreach Program Elements • One-on-one social media assistance with businesses has helped businesses to promote themselves and grow their following (see Attachment I I for examples of assistance through the BBCRA Special Events Social Media Kits, Boynton Beach Bucks, and Boynton Dive Charter Ad) with various social media platforms such as Google, Facebook, and I nstagram. • The Boynton Beach Insider Blog is ongoing to aid local businesses and the BBCRA with web search engine optimization (SEO) and to build awareness to the Boynton Beach community about local businesses and CRA projects and programs. From January to March 2021, the BBCRA has published the following (see Attachment 111): • "BBCRA Rockin' Summer Events Continue with Rock the Plaza at One Boynton" was published on July 16, 2021 https://boyntonbeachinsider.wordpress.com/2021/07/16/bbcra-rockin-summer-events- continue-with-rock-the-p laza-at-one-boynton/ • "Shop Under the Stars at the Boynton Beach Night Market" was published on July 30, 2021 https://boyntonbeachinsider.wordpress.com/2021/07/30/shop-under-the-stars-at-the- boynton-beach-nig ht-market/ • "Rock the Plaza - Ocean Plaza" was published on August 19, 2021 https://boyntonbeachinsider.wordpress.com/2021/08/19/rock-the-plaza-ocean-plaza/ • "The Boynton Beach CRA Welcomes a New Executive Director" was published on September 22, 2021 https://boyntonbeachinsider.wordpress.com/2021/09/22/the-boynton-beach-cra- welcomes-a-new-executive-d irector/ This quarter, the Boynton Beach CRAs Social Media has grown in numbers enabling more outreach for businesses if connection is made with the CRA's platforms. Attachment IV contains examples of the top performing posts and all posting activities during this quarter. The results indicate the effectiveness of using social media as a marketing and promotion tool as there is a steady increase in all platforms in each quarter this fiscal year. • Facebook has grown by approximately 1,058 followers since last quarter (from 6,211 to 7,269) • Twitter has over 10,300 impressions in the last quarter • I nstag ram has reached over 5,000 users in the last quarter Compared to April 2020, the BBCRA's Facebook has grown by 1,334 followers, and the content has further reach, and more daily engagement than the previous year. This shows quality audience retention over the past year(Attachment V.) Upcoming Activities Include: • Continue the Boynton Beach Bucks Campaign, and instruct participating businesses on how to run and manage their own campaigns modeled after the Boynton Beach Bucks p rog ram • Develop new social media strategies to assist local businesses via the BBCRA social media channels • Continue with one-on-one business assistance • Continue updates of the CRA's business listing • Collaborate with the Business Promotions Team for upcoming events in FY 2021-2022 to assist in recruiting businesses, creating the Social Media Kit, and assistance with social media during the event • Coordinate with BBCRA Grants and Project Manager to promote the SMOP Program to prospective grant recipients • Continue in-person business visits to spread awareness to businesses on BBCRA Resources, including upcoming construction activities associated with CRA projects such as MLK Jr. Boulevard Mixed Use, Cottage District Infill Housing, and 115 N. Federal Highway I nfill Mixed Use Redevelopment Projects. FISCAL IMPACT: FY2020-21 Budget, General Fund, Line Item 01-57400-100, $53,524 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I -SMOP Businesses D Attachment 11 -SM OP Assistance D Attachment III - Blog Posts D Attachment IV -Social Media Posts D Attachment V -2020/2021 Comparison CL O E '0 x x x x x x x x x x x x x x x x x x x x x x x a, a, IA bb a, oc urH r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1II m N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N rH N N N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r- N N N N N N N N N N N N N N N N N N N N N N N N N N N N N O N N N V O O O O O O O O O l0 l0 l0 l0 L.0 L.0 L.0 L.0 L.0 L.0 L.0 L.0 L.0 l0 L.O L.O L.O L.O O r-1 \ N N N -1 +, m m m m m m m m m rr-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 r-1 N r-1 -- N N N Vl \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ W \ \ \ J Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol W W r- r- r- 0 J U fB C 0 U L L ro d `nLn Ln m Ln ,_n ,_n Lr) Lr) m m � m m Ln L �n m Ln m � It m ,� ,� �n m m �n m m m m m m J �n �n �n m �n m m m m Ln m m m � J `� Ln W Ln '� m m m m m qt N qt m -� m m __j m m ry) ,� m m Ln W Ln J J J LL- q m -1 m m m U m m m m m m m m �m " s m s m s m Li Li m s m m LL m W � LL m m +� m J J s U � U J m J m s m m C m c m m W W J J J W J u U W U J co m s s m co s U � a) J W W W fu co co L L Q �y� U U rye Q W m W U —1 (p m s m " s s s W s u s °� m u m s CO -� fu u m -� m s "� s m W m "� cuo W CO W Cj7 C S U U U s U N U m N U C u' co co U- C U J U s —� N S O U S s Q s U N f0 f0 U N C C N W m m U C LI- U U +J U N N N >= N N O O CLI c� d N C N N N N N O O coN O O Cn O N + s C C S w, N s N C N O s N N CLI CLI CLI m CLI m + * * m C U O O U C co U CO Q N 4-� U C N > N +' COC C C C C C C C C > co 44 44 N > + CO C O co CO coCn O CLI C O C > > O > C Q N C C N p C C C > 4J O CLI C O O O O 4� Q 4- Oco > > coO O C O C C CO C Q N C C 4J 4J 4J O 4- O O O COLI coCLI > O O O O C C C .2 C C 4J m co C CO 4J O O m 4 p O CLI m > O O 4- C) 4-� '' >. >. >. 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E O 't3 > O N vL O 3 N s s i c O O 'i �, O N 7 O s O O N N i i O i O N = 0 a0 Ln U f— D m L.L o_ Ln - m f— Ln LL f— m m m W f— U o_ f— U 2 Q 2 l0 I� W M C) c I N m Ln l0 I� 00 MO 1-1 Nm Ln l0 I� 00 mO c I N m Ln l0 c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I Attachment II One-on-one Social Media Assistance The BBCRA SMOP Program continued to provide custom branded social media kits to all participating businesses during the past quarter. The goal is to provide businesses with branded graphics, and provide instruction on the different digital marketing platforms to utilize the graphics. The social media kits are designed to help promote the participating businesses, while creating a unified, branded campaign for the BBCRA Events. Post Details Performance ance for Your Past Boynton Beach CRA 1,824 t o s ready to F ckTheBlack this Saturdays in Downtown Boynton 4 Beach? Make swe you visit these fabulous local reslaurawnts while r ..kin aril during Rock the Flack-�tr�wm1ov-.n Bc°s'nbonI Beach- � - 1T Keep an eye out for special Boynton Beacli Bucks Deals that tAlh exciusively be available diming the event Hurricane Allay.. See filore 0 11 4 T { arm „ it C_ F, ROI 14 14 R T ._ MIT Wi MIT OW r µ 4 IUK 12141 5- p.�W1 -5.VV 1 NEGA.TFrwrFEEDBACK ..)�.G�... �' Iii•h_ M[T Up i ;x 4P rblai �I.M �Ilw Mb � IIF It t s jt,,r r9 Get More Ukes,Consrnents and shares Berl you bans'»this press,yo I II show,w to nioe rrpwe.. 1,820 137 The participating business is given their personalized social media graphic, a digital copy of the event logo, a digital copy of the event poster, all links to all the BBCRA Event Pages, an event hashtag, along with the option to book a SMOP Appointment for personalized instruction on how to best market themselves leading up to the event date. 4i...,LIDNFISH DERBY logo-€:I Jp9 .... .... Final pdf.. i9B KB 5542 KB — — — — — Starfish png ; 2 Georges png LJ 471 KB { r'Ga KB Banana Boat png BB Dive Center,png phiahAlerF + Gaetmmoreadd- Hello! Weare so excited for Rock the Marina,this Saturday,June 26th1 Thank you for your partiicipation in this event. The BBCRA wants to make sure we make the most of the event for every participating business.please let us know by responding to this email if you plan on having specials during the event. This its year social mediia marketing kit.included,you will hind: 1 custom branded image compatible across all social platforms, a digital copy of the event poster, a digital copy of the event logo We want toflood'social media with a unified group campaign and we want your business to join usl Use the hashtag#RocktheMarina to help advertise your specials for the event. Join our Facebook event!page at ihttps://vivww facel)ook com/events/1.243951119371394/?active tali=disvussion Make sure and tag the event in your posts using @Rock the Manna&Lonfwsh Derby Have questions on haw to make the most of your social media marketing?Contact Renee atthe BBCRA by either replying to this email,or by calling 561-327-6154 and sign up for the Social Media Outreach program(https,//www.boyntanbeachcra,com/business-development/social-media-outreach-p rag raim-smog j today Forqu!estions regarding the event details,please contact Mercedes Coppin at CoppilaMbbfl.us or by calling 561-600-9097.. Thank you again for participating with us to make our event even better! -Renee The BBCRA SMOP Program has also continued the Boynton Beach Bucks Program allowing businesses the opportunity to run a multifaceted campaign to promote their products. The goal is to instruct businesses on the different digital marketing platforms so they are able to replicate the marketing strategy used in the Boynton Beach Bucks campaign. The Boynton Beach Bucks campaign is designed to attract local residents to patronize BBCRAArea businesses in order to create regular customers for local goods and services. Ad Preview Boyntcan Beach c _ :eDtti b at 9.2 4i.4� Boynton Beach Bucks is hack! Click the link below to claim S,15 off a purchase of$10 or more at Angel' secret,located at 640 E Ocean Avenue. Y IL Beac., 7JR,tEYt.ONKEY CON4. Boynton Beach Bucks Angel's s Secret Learn More 'fake this survey powered by surveymonkey.eom,Crea... Timothy Fraley and 6 other_ 5 Shares Like (, Comment Shure Performance S50.00 spent over 14 days, Lire Clicks Reach 3,545 Cosi Per,Lin 0$0.31 161 Click ActivIt Past Engagement 176 Liflk Cl licks 161 Landing Page Views, 27 Post Reactions 1010 1 Per the BBCRA Board direction, staff also ran a specialized campaign to promote local Boynton Beach dive charters during the Goliath Grouper aggregation. This gave the opportunity for each dive charter to be highlighted, as well as increased traffic to Boynton HarborMarina.com. Boynton Beach CRA Did you knovv,Boynton Beach is a great place to experience the annual Goliath(---rouper Aggre,95tion? gook your next undenvater adventure today %iihone 31 the dwve charters located in the Boynton Harbor Manna, 9C Tura.EAC"'C PA-C 0 SJ Dive in Boynton Beach Learn More the Lo "ton Harbor Man na cffers marry scjba di— Un k CI icks 01 Reach 4), 10,744 270 Cost Per Lira k Click 4 1.37' Activfty Roun lngag'OMcnl: Link 2 77 0 Post Reac7ions ;55 Landing P3gc Views ME MM 39 Attachment III Boynton Beach Insider Blog Posts July 2021 through September 2021 July 16, 2021 BBCRA Rockin' Summer Events Continue with Rock the Plaza at One Boynton Rock the Plaza at One Boynton is this Saturday, June 17th from 5 - 8 PM! 0 AV 0 Y NTUN HIACH What is Rock the Plaza? Rock the Plaza is a fun event that will be held at One Boynton Plaza that will feature live music from the band Spred the Dub, food, libations, family-friendly activities, and a showcase of local Boynton Beach businesses. Event attendees are encouraged to stroll the plaza and visit the restaurants, eateries, and professional service providers located at One Boynton. How much are tickets? This event is FREE! Not only will you enter Rock the Plaza for free, but you'll be able to enjoy the majority of the entertainment and attractions without exchanging any green. Where is the event located? The event will take place at the One Boynton Plaza, located at 1351 S Federal Hwy, on the north west corner of Woolbright Road and Federal Highway. i, i„ Where can I park for the event? Free parking is available inside of the One Boynton parking garage, which is located in the center of the complex. Will there be vendors at the event? The BBCRA is proud to #SupportLocal. At this event we welcome attendees to dine and shop with a local Boynton Beach CRA area business! What type of food and beverages will be available at the event? As a part of our mission to #SupportLocal, all the food and beverages will be provided from One Boynton restaurants, including: Tokio Ramen Souvlaki Fast Tsunami Subs Sweetwater Baciami Common Ground Coffee Can I bring my pet to the event? Due to the high energy nature of the event, which includes lively music and possible crowds of people, we highly recommend leaving your beloved pets at home. r f.s What else can I expect at Rock the Plaza? The BBCRA is excited to bring back Boynton Beach Bucks that will exclusively be available to event attendees. Boynton Beach Bucks is a reward system that is designed to incentivize visitors and community members with special offers and exclusive discounts in an effort to increase patronage of small businesses located within the BBCRA's Area. Customers that would like to claim the Boynton Beach Bucks will be asked to fill out a brief online survey that can be accessed via your mobile device. Visit the information booth during the event to learn more! Still have questions about Rock the Plaza? Visit our Facebook for additional details. Be sure to like and follow @BoyntonBeachCRA on Facebook and Instagram to receive the latest updates about the event and use #RockThePlaza when posting to your favorite socials. July 30, 2021 Shop Under the Stars at the Boynton Beach Night Market S- IF it 1 The Boynton Beach Community Redevelopment Agency (BBCRA) is excited to announce the premiere Downtown Boynton Beach event of the summer: The Boynton Beach Night Market! If you are looking for a fun way to spend your Saturday night with family or friends, look no further. Continue reading to learn all about the Boynton Beach Night Market and what you can expect to experience at the event. What is the Boynton Beach Night Market? The Boynton Beach Night Market is an open-air market that will feature local vendors, live music, food, cocktails, kids' activities, and costumed performers. Event attendees are encouraged to stroll the Centennial Park green space and visit local merchants and restaurants while enjoying live music from the Valerie Tyson Band. When exactly is the Boynton Beach Night Market? The event will take place on Saturday, July 31St, from 6 pm to 10 pm. Where is the event located? The event will take place in Downtown Boynton Beach at the Amphitheater at Centennial Park, located at 100 E. Ocean Avenue. k f't7 v How much are tickets? FREE! You won't spend a dime to enter this event. Not only will you enter the Boynton Beach Night Market event for free, but you'll be able to enjoy the majority of the entertainment and attractions without exchanging any green. The event will feature complimentary face painting and henna tattooing, as well as a variety of free family- friendly activities. What type of entertainment and activities will there be at the event? This event will feature a variety of fun activities for both children and adults. Dance the night away and sing along to soulful R&B hits by The Valerie Tyson Band, who will be performing on the amphitheater stage for the full duration of the event. After dark, be sure to look for the costumed LED performers who will be dancing, juggling, and providing excellent photo opportunities. The kids' area will have a giant obstacle course, bounce house, axe throwing attraction, face painting, game trailer, laser tag, and additional interactive activities. There will also be a henna tattoo artist onsite providing complimentary henna tattoos for kids ages 1- 99. What roads will be closed for the event? To properly set up and execute the event and to ensure the safety of event patrons and residents, road closures will be in effect beginning Saturday, July 31St at 2:00 p.m. through Sunday, August 1St at 12:00 a.m. Once the roads are closed there will be restricted access to the area. Road closures include: • East Ocean Avenue between Seacrest Boulevard and SE 1St Street • NE 1St Avenue between Seacrest Boulevard and SE 1St Street Where can I park for the event? Free event parking is available at: • 129 E. Ocean Avenue (next to the Schoolhouse Children's Museum) • 501 NE 1St Avenue (the parking lots behind Hurricane Alley and beside The Boardwalk Italian Ice & Creamery) • Limited on-street parking is available throughout the Downtown area Will there be vendors at the event? Yes! The BBCRA is proud to #SupportLocal. This event is a market and we are excited to have over 30 vendors displaying their products and services. Additionally, the majority of participating vendors are local Boynton Beach based businesses! Be sure to visit the BBCRA Information Booth during the event to complete a short survey for your chance to win a prize pack of gift certificates to local Boynton Beach businesses. What type of food and beverages will be available at the event? The event will feature a variety of concession vendors and a full bar. Participating food vendors include: • That's Amore • Troy's Bar-Be-Que • Pio Pio • Aurora's Mexican Kitchen • Guaca Go • The Boardwalk Italian Ice & Creamery • Just Eatz • Karts of All Kinds Do I need to wear a mask at the event? To help safeguard the health and safety of event goers and staff, the BBCRA will implement appropriate measures in an effort to prevent the spread of COVID-19. This event features a layout to allow for social distancing and there will be multiple hand sanitizing stations throughout the event site. Social distancing is encouraged and all event goers who enter City Hall to utilize the restroom facilities will be required to wear a mask. Additionally, guests are encouraged to wear a mask throughout the event site when social distancing is not possible. Can I bring my pet to the event? We love our furry friends, however due to the high energy nature of the event, which includes lively music and possible crowds of people, we highly recommend leaving your beloved pets at home. Still have questions about the Boynton Beach Night Market? Visit our Facebook for additional details. Be sure to like and follow @BoyntonBeachCRA on Facebook and Instagram to receive the latest updates about the event and use #BBNightMarket when posting to your favorite socials. August 19, 2021 Rock the Plaza — Ocean Plaza Rock the Plaza at Ocean Plaza is this Saturday, August 21St from 3 - 6 PM! YN _-I Hto What is Rock the Plaza? Rock the Plaza is a fun event that will be held at Ocean Plaza in Boynton Beach! The event will feature live music from the band Paul Anthony & the Reggae Souljahs, food, libations, family-friendly activities, and a showcase of local Boynton Beach businesses. Event attendees are encouraged to stroll the plaza and visit the restaurants, eateries, retailers, and professional service providers located at Ocean Plaza. Kbi $ 14 S �" � di}Ffvt lb kt 1 �Y How much are tickets? This event is FREE! Not only will you enter Rock the Plaza for free, but you'll be able to enjoy the majority of the entertainment and attractions without exchanging any green. Where is the event located? The event will take place at the Ocean Plaza, located at 640 East Ocean Avenue, just east of the Ocean Avenue Intracoastal Bridge and directly across the street from the Boynton Harbor Marina. oak ' t u 1 S � t4 tj�5i Where can I park for the event? Limited free parking is available at the Ocean Plaza parking lot, the lot directly behind the shopping plaza, and at the vacant lot located at 114 N. Federal Highway. Will there be vendors at the event? The BBCRA is proud to #SupportLocal. At this event we welcome attendees to dine and shop with a local Boynton Beach CRA area business! u What type of food and beverages will be available at the event? As a part of our mission to #SupportLocal, all the food and beverages will be provided from Ocean Plaza restaurants, including- Bailey's Blendz Cafe Frankies Schuerer's Hand-Dipped Chocolates Organic Kitchen & Mercantile Sushi Jo Can I bring my pet to the event? Due to the high energy nature of the event, which includes lively music and possible crowds of people, we highly recommend leaving your beloved pets at home. What else can I expect at Rock the Plaza? The BBCRA is excited to present a special Boynton Beach Bucks offer that will be exclusively available to event attendees! Boynton Beach Bucks is a reward system that is designed to incentivize visitors and community members with special offers and exclusive discounts in an effort to increase patronage of small businesses located within the BBCRA's Area. Customers that would like to claim the Boynton Beach Bucks will be asked to fill out a brief online survey that can be accessed via your mobile device. Visit the information booth during the event to learn more! Still have questions about Rock the Plaza? Visit our Facebook event page for additional details. Be sure to like and follow @BoyntonBeachCRA on Facebook and Instagram to receive the latest updates about the event and use #RockThePlaza when posting to your favorite socials. September 22, 2021 The BBCRA Welcomes a New Executive Director The Boynton Beach Community Redevelopment Agency (BBCRA) is proud to announce Thuy (Twee) T. Shutt as its Executive Director. Thuy is a licensed architect and a certified FRA Redevelopment Administrator with more than 29 years of professional experience in the public and private sectors. As a graduated from the College of Architecture and Urban Studies at Virginia Tech, her design background began in the D.C. metropolitan area in a traditional architectural practice and then continued when she moved to South Florida where it expanded to include comprehensive planning and real estate development. She served as Principal Planner for Palm Beach County Zoning Division and progressed to community redevelopment as the City of Delray Beach's first Urban Designer, and later as a Senior Land Entitlement Manager for Centex Homes and Assistant Director of Palm Beach County's Westgate/Belvedere Homes CRA. Most recently, she was the Assistant Director of the City of Delray Beach CRA, and is a member of the Palm Beach AIA Women in Architecture. its r i jf Y- Thuy has also served on a number of advisory boards, including Delray Beach Planning &Zoning, Site Plan Review and Appearance, Housing Authority, and Large Home Task Force, PBC Infill Redevelopment Task Force, Urban Redevelopment Area and Land Development Regulatory Board Subcommittees, and Overall Economic Development Program Committee. She currently represents PBC on the Treasure Coast Regional Planning Council's Comprehensive Economic Development Strategy (CEDS) Committee, a committee consisting of representatives from Palm Beach, Martin, St. Lucie, and Indian River Counties. The CEDS Committee is required by the US Department of Commerce Economic Development Administration to develop strategies to address economic development issues, including the diversification of the region's economy and job expansion, as well as the COVI D-19 Pandemic recovery efforts. Thuy joined the BBCRA staff as Assistant Director, in July 2017 and in September 2021 became the Executive Director. f `i It e y 1 1 A� s tU Y i' Thuy is passionate about the Boynton Beach community and supporting its local businesses. You can often see her at all Boynton Beach CRA events, getting a workout at the Zoo Health Club, or taking flight at Fly and Flow Fitness in Downtown Boynton Beach. An enthusiastic foodie, she is the go-to person for any new eateries opening in the BBCRA Area and can whip up an authentic bowl of"Crock-Pot pho"from a family recipe without hesitation. We are thrilled to have her as the leader of the BBCRA Team and excited for the future in redevelopment in Boynton Beach. y i ru Ell i Attachment IV BBCRA Social Media Top Business Promotional Posts (7/1 /21 - 9/30/21 ) Performance for Your Post Boynton Beach CRA 2c 0 1,078 Vwe're gonna need a bigger boat A Order a defi6ous sushi boat from SushK Jo-Boynton Beach for you],4th of 28 J0y fesfivMes! 15 15 0 5 5 0 5 0 3 3 0 0 0 0 6 0: 73 NEGATIVE FEEDBACK 0 0 W 0 0 kt Sushi Jo -,j!S,,�sni Rawn Seasn-Fi-', Uke Page MOT'le,5 DAv boa',S��e golr,Q o"A-411 m--&Ke--"'vd�urg'Hla'p�y 00�h'eT's Day V, 6% 1,078 107 Boost Unavailable P e o p,I e R.ea ch ed Engage'ne,l-s (DO-04 ssteojsnlu'2i",-wwr ;-,nd 21, anc 23 C,:hers 3"'--,o,nmenis Performance for Your Post Boynton Beach CRA at;ry 1,380 Stop by Cormimcm Grounds,Brew&Poastery to stock up on your favotite 57 E', beverage and check out their beautiful new muraO 41 41 0 0 14 1 1 0 A 1 0 3 3 0 112 % Y 1 2 0 94 A, NEGATIVE FEEDBACK -1 X1,11,11"? 0 as r 0 "k K, lwg Commurn Grounds erevv R,aaar.ery,-,,,-)2,z)ymor Sear,� --Ir�nda 2 Pw is c.,,1-spier, o�e,vveiva-IeI,-.o celebrare Llt-s ciLyv*,;voe-arra-DamPainl del aero;;:. Truly a,sial a's Dani s,i OneBoyric,tes d a,,, See More 1,3M 169 Boost Unavailable Pecole Reached E-xgaje,�reriz 00 W �ralhan SnIo Lauren Ad3,-n5 ac 51 .-,,,,hers 7 'rmment 3,2"115'em, VideD Post Sbares See k4ttri,cs�cr All Vudeo% Pe rforma n ce for Your Post Dgynton Beach CRA posted a video to playlist Opflai,for Business in Ihe Boynton Beach GRA Area 2,298 SatiOly yoursvveet tooth at Scheurei's Hand-Dipped Chocolatescluring 1,064 Rock the PI az a-Ot F,an PI azz a this S atUTd ay from 3-6PNI 183 'A 72 21 51 Lit, 011 46 11 35 0 29 7 22 -�sl 35 35 0 ha re Get More Likes,Comments and Shares 223 1-:;6�s 10�her V,0"4 O,OOS&th'LS PDSt'yon,lb show it io more people. 37 11 175 2,298 406 ppeor-a Rea"nrlea, Engagenianis NEGAT3,VE FEEDBACK 2r r 0""1 1 30 7 Comrnents, 35 Shares Op Performance for Your Post Boynton Beach CRA 1,043 Haveyou t,7et Tokio Ramer-Bynmn Sewh FA Ther moomers am 25 41 raving aboul t,hj5 authenic ceatery veered n the 1poieboyinw Razz, 16 16 W 2 2 6 6 'y 0 0 54 2 0 V NEMATIVE FEEDBACK 0 0 N4 ss Get IMbre Like s,Comments and Shares "Men yoj too st vus post,youll stow A ro rnore peop0c. 1,043 79 Pool Rn wed Engapyner's boyntonbeachcra t boyntonbeachcra There's stilt time to catch a view of a#Col athGrouper this = seascrY with asp,lash ouvrdiversbornronbeach- #BoyntonBeach-7divehoyntonbeach #b-oynronha°bormarina=scubadly ng ;r r besthospitalityrnanagernent Cone t 7 check us out!We bll be at Booth 511 Sept 8-10 at the#GC21 r. V;evv Insights Liked by baileysbbendzboynton and 40 others boyntonbeachcra .... f. til I't" Say eet,,atpr C l )4\ (4# St boyntonbeachcra T IS Start your weekend at ,_Jsvjeetwater33 #BoyntoriBeach #boyntoribeacheats supportsmallbusmess-supportbocal k' d j se hineralphcasell Love Sweetwater! paIrribeachcounty.realtor Dellsh ;1 always!H l 1. View Irislcihits ' S a Liked by thebutcherandthebar and 0 others Boynton Beach CRA @BoyntonBeachCRA - Sep 16: We 10,*, ve to see local businesses working together! Stop by The Blossom Shoppe florist& Gifts in Downtown Boynton Beach for a beautiful arrangement and plick up a package of Scheurer's Hand- Dipped Chocofates for your special someone,. C,) The BBCRA Facebook has grown by approximately 1 ,058 followers between July 2021 and September 2021 . Total Page Followers: 7;269 Total Page Followers 77269 11 The BBCRA Twitter has over 10,300 impressions between July 2021 and September 2021 . Your r Tweets earned 10.31 impressions over this 91 day perlod 6011= 00 i The BBCRA Instagram reached over 5,000 users between July 2021 and September 2021 . Inst:agrarn Rdeach 5,073 600 400 2.00 0 Jul b „UI-16 Jul 2.e Aug 5 Au '1:5 ug 25 Sep2l Sep'1 F' Scp 24 BBCRA Social Media Posts (7/1 /21 - 9/30/21 ) The following is a list of all BBCRA social media posts for the 4th Quarter. The BBCRA social media posts consist of a variety of BBCRA events and projects and programs, original content with information about BBCRA businesses, and shared posts from BBCRA businesses. In general, additional paid boosts or advertisement are used to highlight a special campaign or event in order to reach a broader audience. As a result, these promotions brings a higher number engagement. An alternative to paying for the paid advertisement is to vary the content of the post by using videos, trivia, contests, etc. in addition to the still photos or images. This quarter's social media data indicates: • The highest engagement was on posts related to BBCRA Business Promotional Events. • Paid boosts and video posts have the highest numbers of reach, as expected. • BBCRA development projects continue to perform extremely well without paid advertising. • BBCRA Business Promotional Videos have the next best performance numbers. • Approximately 23% of the BBCRA Facebook top fans are women between the ages of 35-44 Date Post Content Type of post Reach Engagement Paid Promotion 0 -mr,°2021 R..eeI F.i II of rc?er. cz r hr a a�,n 23 4 a @ as r- % W aE hopperloda,� Vu_otti-s Bokr�on __- red � 0 7,1 T'2021 a r j It os in c,7 tne fj ri Nk: -r t = -.,.00.ins .7-a 3 ,ka f h �. _rte. a % 4" , 07",72021 Spr z t b is Rucwckar, t._ Phza 1 � �a� 4-7S ��$ t`� I, 0°.12021 IS,a t j n taw a at r_saw 0 &2021 Taks a 1199k at afl the 54 k Rook.The FIlaza" One _ .yrt=e in 1,52 07,-, 2021 The1 u.� See &N g r�Mark = �� 1� 4' m co pJng"vendor aprpu,,.atr r e. 1 0 7 x`2021 uroiibo ,ready t,Rack t Plaza- uu 7n 7. 0-,s Boymon This 3 0 7, .°,021 Beet oat vvHL have an keel 07.'-,,29'2021 he Eognt,r Sea F C n:ABoard �•g P 1 eebrg OM11 t=ke pI__e ionight at 0 1z:"2021 r" 1; hay -;ad=.=.i chance tc,t y1- .. r� rs am ���. . kur .��ir-�o�rr.oez__ F'.. 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E%IZ21 1 Nqnwv Bum,Pam-flu W5 13 CT 7 WWI WO conlorw -��rk vi-I Its, awar W-w"aww W cc 0 I'dw.d 1 uTGf 1&A POnn at M11 us 17 RYA Pnwa Cash to gml yaw 25 C9152ni i i Ionvy-,W/o Ftj i wo Roe r.wwwr&, 050121 1 q ,m rRe"'-dars r.,wn ap n+ai .E ao�mn 2.1 a Fswr lo Hoorn w B bi zee 1 ve"u'rH va Impy nu have 3 46 SC117 Amw 2Am, w Um ma m 'we MON. W"M q% lot &2 NE r?.a i'.S'["S'.2h.12'1 Rkji K'a-d owqj .1 1 SO ibuy Lawn Day 30m"V EAU H%WU mm Awn Ur v 2: J75 CAI., NG 6 =122=2 Cxxmn(Imb I numv 3 :�p�,-.n�H Oroxvfliown Dayrlur2.=i6 41 ;IV Pa'-'flt-N71 UmAd=wwmn= 21< 04 z.2"32 1 Be DwOv Swks h; 3W, 41 S 0 17 F Date Post Content Type of post Reach Engagement Paid Promotion tip€ ready ;d r x X in 2' m Si rel' .," �,. d Y•Y+. _ Y�.';. t7:,3 d�•�•9. Y��� e LI, t �id..,.r {1r:a .� u Y•Y•s. '° Y)., "ILA S 72 9"23.,r.s b..e 2t jr Sa Dk. ° _ �.. .c: �.. t s X4^,3.8?,�Sk .s q.k-.. '�1.m3� ..r°•! ,a :.rtJt _ a..a!# r9 e. Aro W.".'9.Pw;. � Y °�rM � wear ins-r� "t EYP : t( # �tl y-u ..r Y,y �5. r"91 d1'2t02,1 a �rir —1,9",1`k �id...,.�r �t $.4f�'.� e=..� u 3.3•s. ° YY.4 �i P W Y 0 3tj 22 he r 'ILA ,ir ?.,5.s.sr� ..mnn 19 Attachment V BBCRA Facebook 2020 & 2021 Comparison The BBCRA's Facebook has grown by 1,334 followers between October 1, 2020 and September 30, 2021. Facebook continues to be the BBCRA's #1 performing social media platform. Totall Page Followers: 7,269 Total, Fuge Followers 7,269 5,935 In a five day comparison of June 12-17, 2020 and June 12-17, 2021, the 2021, posts have more reach and more engagement overall than the posts in 2020. This shows quality audience retention over the past year. Please see examples on the next page. 2021 Date Post Content Type of post Reach Engagement Paid Promotion C1.123z� rsraycr�r ra rand ti° 5p % roaab,�sta�qafluwaer a.! 4 22 29,2021 r�t Ambe" oer;a8" in 2a.E f'i r�`Fi irl C"' Z5 , L�P�frYB a§' �'w°I ,� �aCba�l z. '� 10 3:77 7 , °r ti fir,'ci Sem !E,,,z 553 9 252,021 �1 a `ju s-ar's rats Feat as tr �'1 77, 7 Halvdisar, a e,&,,and� 2 2020 Date Post Content Type of post Reach Engagement Paid Promotion _ t 0&:M!'2320 mn Get f:ar ,d �z_r,vAtn F yi28 1 x Zvi,-.r---! rJ 29:®2`20 _. �so7LasdaV Ar.� 11 ` you trail toss tacos at ��� 1 ,.0&:2,9,2320 -g for ampkay-rlart7' C& 2,35 Q9,"2' 232: is i rin'le,7.0_aPa 4 124 25c'-at ani-=Ir;er €r! ry 09,i2S2320 Start y�xr klord- l a4 erg rds 1 9 272323D D ne OL kms-,Local.at A ",i a5 1" 10 377 24 _a rust zar. a _°esu.kz a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.F. SUBJECT: Palm Beach County Housing Authority Auction of the Cherry Hill Lots Results SUMMARY: On Tuesday, September 14, 2021, at 10:00 a.m. the auction of the Palm Beach County Housing Authority's 40 vacant lots, located in Cherry Hill, opened for bidding through Fisher Auction Company (FAC) (see Attachment 1). Attached is the list of the properties including the opening bid on each lot (see Attachment 11). The BBCRA had budgeted $500,000 for the auction along with City funding (American Rescue Plan Act funds) in the amount of$500,000 for a total of$1 Million dollars to participate in the auction. Both the BBCRA and City staff participated and monitored the auction. The lots were broken down as follows: • 28 -25' wide lots • 9 -50'-60' wide lots • 2 1 00' wide lots The BBCRA actively engaged in the bidding process but was outbid on all but one lot. The following is a breakdown of the average sales price of each of the lots: • 25' wide lots -averaged $64,000 • 50'-60' wide lots -averaged $105,000 • 100' wide lots - averaged $193,000 The BBCRA was the successful bidder for Lot 18 - 404 NW 12th Avenue - which is adjacent to a BBCRA owned lot (see Attachment III). The lot is approximately 2,548 sq. ft. (25'x 100')with a winning bid price of$66,000 plus a 10% premium for a total contract price of$72,600. The BBCRA is currently under contract for the lot located at 404 NW 12th Avenue (see Attachments IV & V). The anticipated closing date is November 3, 2021. Attachment VI provides the BBCRA's bidding results on various lots. BBCRA staff monitored the auction closely so that there will be sufficient money to pay for all of the BBCRA winning bids plus deposits and could not justify the bidding prices. The lots were being sold too far above the appraised values (see Attachment VI 1). Overpaying for the land would artificially inflate the land value and make it cost prohibitive to construct an affordable product that could be absorb by the market for this area. The BBCRA was also contacted by FAC to see if the BBCRA was interested in submitting our best offer on other lots that may be available if the properties do not close by November 3, 2021. CRA staff will be evaluating the information and will be submitting our best offer to FAC with consideration of the potential impacts to the area as previously indicated. FISCAL IMPACT: FY2021-2022 Budget, Line Item 02-58200-406, $72,600 plus closing costs CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: ATTACHMENTS: Description D Attachment I -Aerial Map of PBCHA Lots in Auction D Attachment II - Fisher Auction Company List of Lots & Starting Bids D Attachment III - BBCRA Lot Purchased Map (Lot 18 or 404 NW 12th Avenue) D Attachment IV -"As Is" Contract for Lot 18 (404 NW 12th Avenue) D Attachment V -Winning Bid Notification from Fisher Auction Company D Attachment VI - Bidding History D Attachment VII - BBCRAAppraisal Sheet Used for Bidding Purposes rx — �p r Y. c s 7 f d � � , t- c 1 r f s j u f ,E w r r U. 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PROPERTY DESCRIPTION: 7° (a) Street address, city, zip: 404 NW 12th Avenue, Boynton Beach 33435 8 (b) Located in: Palm Beach County, Florida. Property Tax ID #: 08-43-45-21-14-000-4140 9' (c) Real Property: The legal description is 10 CHERRY HILLS LT 414 11 12 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 13 attached wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded in Paragraph 1(e) or 14 by other terms of this Contract. 15 (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, 16 17 18 19 20* Other Personal Property items included in this purchase are: None. This is a sale of land only with no 21 improvements and no Personal Property included. 22 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23. (e) The following items are excluded from the purchase: None 24 25 PURCHASE PRICE AND CLOSING 26• 2. PURCHASE PRICE (U.S. currency):.......................... ......................................................i__......... $ 72,600 27` (a) Initial deposit to be held in escrow in the amount of(checks subject to COLLECTION) .......$ 7,260 28 The initial deposit made payable and delivered to "Escrow Agent" named below 29" (CHECK ONE): (i) E]accompanies offer or (ii) [x is to be made within 24 hr (if left(*Deposit due 24hrs.from receipt"tContract) 30 blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN 31 OPTION (ii) SHALL BE DEEMED SELECTED. 32' Escrow Agent Information: Name: Title Xperts, LLC 33` Address: 560 Village Boulevard, Suite 140, West Palm Beach, Florida 33409 34. Phone: E-mail: racole@titlexperts.com Fax: 561-510-2295 35* - - 35. (b) Additional deposit to be delivered to Escrow Agent within N/A (if left blank, then 10) 36` days after Effective Date ...........................................................................................................$ 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 38' (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8 ......... None 39' (d) Other: N/A ................ $ 40 (e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire 65 340 41` transfer or other COLLECTED funds ....................................................................................... $ 42 NOTE: For the definition of"COLLECTION" or"COLLECTED" see STANDARD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44 (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 45, See Addendum to Contract , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to 46 Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day 47 the counter-offer is delivered. 48 (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or 49 initialed and delivered this offer or final counter-offer("Effective Date"). 50 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur 51 and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered 52' ("Closing")on See Addendum to Contract ("Closing Date"), at the time established by the Closing Agent. f`D�S rDS Buyer's Initial J Page 1 of 12 Seller's Initials FloridaRealtor Bar-ASIS-5x Rev.6/19©2017 Florida Realtors`and The Florida Bar. All rights reserved. Seria[4,016159.900163.1623020 Form Simplicity I DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 i s 53 5. EXTENSION OF CLOSING DATE: 54 55 ) 56 57 58 (b) If an event constituting "Force Majeure" causes services essential for Closing to be unavailable, including the B9 unavailability of utilities or issuance of hazard, wind, flood or homeowners' insurance, Closing Date shall be 60 extended as provided in STANDARD G. 61 6. OCCUPANCY AND POSSESSION: 62 (a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the 63 Property to Buyer free of tenants, occupants and future tenancies. Alles, ol 82l98M7r9MrM-9rM"-TTdrV1U-T-0T 64 s 65 If occupancy is to be delivered before Closing, Buyer assumes all risks of 66 loss to the Property from date of occupancy, shall be responsible and liable for maintenance from that date, 67 and shall be deemed to have accepted the Property in its existing condition as of time of taking occupancy. 66' (b) ❑ CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 69 subject to a lease(s)after Closing or is intended to be rented or occupied by third parties beyond Closing, the 70 facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall 71 be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that 72 the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery 73 of written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer 74 shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. .1 do lip ou LLr 75 76 ' 77* 7. ASSIGNABILITY: (CHECK ONE): Buyer ❑may assign and thereby be released from any further liability under 78' this Contract; FN] may assign but not be released from liability under this Contract; or ❑may not assign this 79 Contract. ea FINANCING 81 8. FINANCING: r 82' ❑Q (a) Buyer will pay cash for the purchase of the Property at Closing. There is no financing contingency to Buyer's 83 obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer acknowledges 84 that any terms and conditions imposed by Buyer's lender(s) or by CFPB Requirements shall not affect or extend 85 the Buyer's obligation to close or otherwise affect any terms or conditions of this Contract. 86' log 11 opm 87' NIA (describe) loan within 141A (if left blank, then 30) days after Effective Date ("Loan vat ea* Period") for (CHECK ONE):❑fixed,❑adjustable,❑fixed or adjustable rate in the Loan Amount (Se ragraph 89' 2(c)), at an initial interest rate not to exceed N/A % (if left blank, then prevailing rate bas pon Buyer's so' creditworthiness), and for a term of N/A (if left blank, then 30)years("Financing"). 91" (i) Buyer shall make mortgage loan application for the Financing within NIA blank, then 5) days 92 after Effective Date and use good faith and diligent effort to obtain approval of a loa sting the Financing terms 93 ("Loan Approval") and thereafter to close this Contract. Loan Approval which re a condition related to the sale 94 by Buyer of other property shall not be deemed Loan Approval for purpose is subparagraph. 95 Buyer's failure to use diligent effort to obtain Loan Approval during t oan Approval Period shall be considered a !_ 96 default under the terms of this Contract. For purposes of this sion, "diligent effort" includes, but is not limited 97 to, timely furnishing all documents and information and ng of all fees and charges requested by Buyer's s8 mortgage broker and lender in connection with Buyer's gage loan application. 99 (ii) Buyer shall keep Seller and Broker full ' rmed about the status of Buyer's mortgage loan application, 100 Loan Approval, and loan processing and autopfFs Buyer's mortgage broker, lender, and Closing Agent to disclose 101 such status and progress, and relea reliminary and finally executed closing disclosures and settlement int statements, to Seller and Broker. 183 (iii) Upon Buyer obtainin In Approval, Buyer shall promptly deliver written notice of such approval to Seller. 104 (iv) If Buyer is unabl obtain Loan Approval after the exercise of diligent effort, then at any time prior to 105 expiration of the Loa proval Period, Buyer may provide written notice to Seller stating that Buyer has been 106 unable to obtain Approval and has elected to either: 107 (1)w can Approval, in which event this Contract will continue as if Loan Approval had been obtained; or 108 ( Ds DS Buyer's Initial Page 2 of 12 Seller's Initials FloridaRealtor Sar-ASIS-5x Rey.6119©2017 Florida Realtorst,and The Florida Bar. All rights reserved. Sedalft:032208.000162-8636670Form ;-., Simplicity I DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 n i E i, 109 110 expiration of the Loan Approval Period, then Loan Approval shall be deemed waived, in which event ntract 111 will continue as if Loan Approval had been obtained, provided however, Seller may elect to terp his Contract i 112 by delivering written notice to Buyer within 3 days after expiration of the Loan Approval ', 113 (vi) If this Contract is timely terminated as provided by Paragraph 8(b)(iv) , above, and Buyer is not in i, 11a default under the terms of this Contract, Buyer shall be refunded the D ereby releasing Buyer and Seller `' 115 from all further obligations under this Contract. 116 (vii) If Loan Approval has been obtained, or deeme ve been obtained, as provided above, and Buyer ' 117 fails to close this Contract, then the Deposit shall Id to Seller unless failure to close is due to: (1) Seller's 118 default or inability to satisfy other contingent' is Contract; (2) Property related conditions of the Loan Approval 119 have not been met (except when suc ltions are waived by other provisions of this Contract); or(3) appraisal 120 of the Property obtained by B ender is insufficient to meet terms of the Loan Approval, in which event(s)the 121 Buyer shall be refund eposit, thereby releasing Buyer and Seller from all further obligations under this 122 Contract. 123' ❑(c) ion of existing mortgage(see rider for terms). 124` 125 CLOSING COSTS, Z=EES AND CHARGES 126 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 127 (a) COSTS TO BE PAID BY SELLER: 128 • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees 129 • Recording and other fees needed to cure title 130 • Seller's attorneys'fess 131" •Municipal lien search (if Paragraph 9(c)(i)or(iii) is checked) •Other: See Addendum to Contract 132 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 133 a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at 134 Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay 135 such actual costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 136 (b) COSTS TO BE PAID BY BUYER: 137 • Taxes and recording fees on notes and mortgages • Loan expenses 138 • Recording fees for deed and financing statements •Appraisal fees 139 • Owner's Policy and Charges(if Paragraph 9(c)(ii) is checked) • Buyer's Inspections 140 • Survey (and elevation certification, if required) • Buyer's attorneys'fees 141 • Lender's title policy and endorsements •All property related insurance 142 • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph 143 •Municipal lien search (if Paragraph 9(c)(ii) is checked) 9 (c)(iii) is checked.) i 144• •Other: See Addendum to Contract 145• (c) TITLE EVIDENCE AND INSURANCE: At least (if left blank, then 15, or if Paragraph 8(a) is checked, 146 then 5) days prior to Closing Date ("Title Evidence Deadline"), a title insurance commitment issued by a Florida 147 licensed title insurer, with legible copies of instruments listed as exceptions attached thereto ("Title 148 Commitment") and, after Closing, an owner's policy of title insurance (see STANDARD A for terms) shall be 149 obtained and delivered to Buyer. Iso . The owner's title policy 151 premium, title search and closing services (collectively, "Owner's Policy and Charges") shall be paid, as set 152 forth below. The title insurance premium charges for the owner's policy and any lender's policy will be calculated 153 and allocated in accordance with Florida law, but may be reported differently on certain federally mandated 154 closing disclosures and other closing documents. For purposes of this Contract"municipal lien search" means a 155 search of records necessary for the owner's policy of title insurance to be issued without exception for unrecorded 156 liens imposed pursuant to Chapters 159 or 174, F.S., in favor of any governmental body, authority or agency, 157 (CHECK ONE): issue 158* x❑ (i) Seller shall designate Closing Agent and pwpW Owner's Policy and Buyer shall pay the 159 premium for Buyer's lender's*policy and charges P2 mons! -poise-fleas IM811119 to 160 endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other 161 *and owner's title 162• ❑ (ii) Buyer shall designate Closing Agent and pay for Owner's Policy and Charges and charges for closing 163 services related to Buyer's lender's policy, endorsements and loan closing; or DS DS Buyer's Initials Page 3 of 12 Seller's Initials Florida Reallors ar-ASlS-5x Rev.6/19 Q 2017 Florida Realtors and The Florida Bar, All rights reserved. SedaW 032208-DO0162.0636570 Form 0 Slmpltcity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 x 164• ❑ (iii) [MIAMI-DAD EIBROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner's policy 165 of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title evidence, 166 which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; and (C) 167 municipal lien search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer's owner's 168' policy, and if applicable, Buyer's lender's policy. Seller shall not be obligated to pay more than $ 169 (if left blank, then $200.00)for abstract continuation or title search ordered or performed by Closing Agent. 170 (d) SURVEY: On or before Title Evidence Deadline, Buyer may, at Buyer's expense, have the Real Prop y 171 surveyed and certified by a registered Florida surveyor ("Survey"). 10 hes mI 172 173' 174` 175UU111-Irr ME 6 176 177 (f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body 178 ("public body"does not include a Condominium or Homeowner's Association)that are certified, confirmed and 179 ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an [ Iso improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 181 imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 162 be paid in installments (CHECK ONE): 183* ❑x (a) Seller shall pay installments due prior to Closing and Buyer shall pay installrhents due after Closing. 184 Installments prepaid or due for the year of Closing shall be prorated. 185• ❑(b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. 186 IF NEITHER BOX IS CHECKED, THI=N OPTION (a) SHALL BE DEEMED SELECTED. ' 187 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district ' 188 (CDD) pursuant to Chapter 190,F'.S., which lien shall be prorated pursuant to STANDARD K. ' 189 DISCLOSURES 190 10. DISCLOSURES: ,! 191 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in i 192 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 193 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding 194 radon and radon testing may be obtained from your county health department. 195 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 196 does not know of any improvements made to the Property which were made without required permits or made 197 pursuant to permits which have not been properly closed. If Seller identifies permits which have not been 19a properly closed or improvements which were not permitted, then Seller shall promptly deliver to Buyer all plans, 199 written documentation or other information in Seller's possession, knowledge, or control relating to 200 improvements to the Property which are the subject of such open permits or unpermitted improvements. 201 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or 202 desires additional information regarding mold, Buyer should contact an appropriate professional. 203 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 204 zone the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to 205 improving the Property and rebuilding in the event of casualty. ens 1@000!81 lie'AID "Aammah slid 207 r 208 e 209 210" 211 r 212 213 The National Flood Insurance Program may assess additional fees or adjust premiums 214 for pre-Flood Insurance Rate Map (pre-FIRM) non-primary structures (residential structures in which the insured 216 or spouse does not reside for at least 50% of the year) and an elevation certificate may be required for actuarial 216 rating. 217 (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 218 required by Section 553.996, F.S. DS r DS Buyer's Initial Page 4 of 12 Seller's Initials FiorldaRealtors - Bar-ASIS-5x Rev.6119 0 2017 Florida Realtors®and The Florida Sar. All rights reserved. Serial0:0322W000162.8806670 Form 5lmplicity s DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 6 219 (f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 220 mandatory. ' 221 (g) HOMEOWNERS' ASSOC IATIONICOMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 222 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' i 223 ASSOCIATIONICOMMUNITY DISCLOSURE, IF APPLICABLE. 224 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 225 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO 226 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 227 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER i 226 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 229 COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 230 (i) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Seller shall inform Buyer in writing if 231 Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer " 232 and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing, if Seller 233 is not a "foreign person", Seller can provide Buyer, at or prior to Closing, a certification of non-foreign status, 234 under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD 235 V for further information pertaining to FIRPTA. Buyer and Seller are advised to seek legal counsel and tax 236 advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to 237 FIRPTA. 236 Q) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are 239 not readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding 240 sentence, Seller extends and intends no warranty and makes no representation of any type, either express or 241 implied, as to the physical condition or history of the Property. Except as otherwise disclosed in writing Seller 242 has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected 243 building, environmental or safety code violation. i 244 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 245 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 246 Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS 247 IS Maintenance Requirement"), 246 12. PROPERTY INSPECTION; RIGHT TO CANCEL: Intentional) omittedr 249" 250days after Effective Date ("Inspection Period") within which to have such Inspections Property ., 251 performed as Buyer shall desire during the Inspection Period If Buyer defer , in Buyer's sole E, 252 discretion, that the Property is not acceptable to Buyer, Buyer may term) 1s Contract by delivering 253 written notice of such election to Seller prior to expiration pection Period. If Buyer timely 254 terminates this Contract, the Deposit paid shall be return uyer, thereupon, Buyer and Seller shall I 255 be released of all further obligations under this act, however, Buyer shall be responsible for 256 prompt payment for such Inspections, for r of damage to, and restoration of, the Property resulting 257 from such inspections, and shall ppikoeTeller with paid receipts for all work done on the Property(the 258 preceding provision shall a termination of this Contract). Unless Buyer exercises the right to 259 terminate granted uyer accepts the physical condition of the Property and any violation of 260 government ing, environmental, and safety codes, restrictions, or requirements, but subject to 261 Selle ' inuing AS 1S Maintenance Requirement, and Buyer shall be responsible for any and all 282 €r 263 ( r i 264 giii 265 is 266 G 267 266 (C) tion 269 spa 19 iftNIANOMPOP, is, S, 270 , 271 s a prom y 272 273 Z Ions, DS r,DS Buyer's Initials Ts Page 5 of 12 Seller's Initials FlorldaRealtors ar-ASIS-5x Rev-6/10©2017 Florida Realtorsd,and The Florida Bar. All rights reserved. SadalH:032208.080762.8336570 Form Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 274 pall in 275 O 276 277 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and 278 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 279 to Buyer. 260 ESCROW AGENT AND BROKER 281 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds 282 and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 283 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 284 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting 285 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may 28B take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties or 287 liabilities under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until 288 the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine 289 the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the 290 dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon 291 notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the 292 extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will 293 comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through 294 mediation, arbitration, interpleader or an escrow disbursement order. 295 In any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 296 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 297 attorney's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent 298 shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to 299 Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or 300 termination of this Contract. 301 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 302 square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 303 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 304 and the transaction contemplated by this Contract. Broker represents to Buyer that"Broker does not reside on the 305 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 306 public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 307 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 308 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 309 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the 'Indemnifying Party") each 310 individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and 311 employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney's fees at 312 all levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection with 313 or arising from claims, demands or causes of action instituted by Buyer or Seller based on; (i) inaccuracy of 314 information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 315 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task 316 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, 317 recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services 318 provided by any such vendor for, or on behalf of, Indemnifying Party; and (v)expenses incurred by any such vendor. 319 Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors and 320 paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve 321 Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Broker 322 will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 323 DEFAULT AND DISPUTE RESOLUTION 324 15. DEFAULT: 325 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, 326 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit 327 for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and 328 in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under DS r DS Buyer's Initials Page 6 of 12 Seller's Initials FtoridaRealtorsL ar-ASIS-5x Rev.6119 O 2017 Florida Realtors®and The Florida Bar. All rights reserved. Sodau+;032208.000162.8636670'Form Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 E t 329 this Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's 330 rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall 331 be split equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker's share 332 shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. ! 333 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after 334 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, 335 Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting 336 from Seller's breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 337 performance. 338 This Paragraph 15 shall survive Closing or termination of this Contract. 339 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 340 Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute")will be settled 341 as follows: 342 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 343 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 344 16(b). i; 345 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 346 Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the"Mediation Rules"). 347 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 348 sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 ' 349 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 350 16 shall survive Closing or termination of this Contract. *See Addendum to Contract 351 17. ATTORNEY'S FEES; COSTS:The parties will split equally any mediation fee incurred in any mediation permitted 352 by this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 353 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover 354 from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting the 355 litigation, This Paragraph 17 shall survive Closing or termination of this Contract. 356 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 357 18. STANDARDS: i 356 A. TITLE: 1 359 s s 360 Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached the shall 361 be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be dischar y Seller at 362 or before Closing and shall provide that, upon recording of the deed to Buyer, an owner's poli title insurance 363 in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable t' the Real Property, 364 subject only to the following matters: (a) comprehensive land use plans, zoning, an er land use restrictions, 365 prohibitions and requirements imposed by governmental authority; (b) restrictio nd matters appearing on the 366 Plat or otherwise common to the subdivision; (c) outstanding oil, gas and ' ral rights of record without right of 367 entry; (d) unplatted public utility easements of record (located contigu o real property lines and not more than 368 10 feet in width as to rear or front lines and 7 112 feet in width a ide lines); (e) taxes for year of Closing and 369 subsequent years; and (f) assumed mortgages and purchas ney mortgages, if any (if additional items, attach 370 addendum); provided, that, none prevent use of Propert ESIDENTIAL PURPOSES. If there exists at Closing 371 any violation of items identified in (b)—(f)above, th a same shall be deemed a title defect. Marketable title shall 372 be determined according to applicable Title St rds adopted by authority of The Florida Bar and in accordance 373 with law. 374 (ii) TITLE EXAMINATION: Buyer sh ave 5 days after receipt of Title Commitment to examine it and notify Seller 375 in writing specifying defects}, if that render title unmarketable. If Seller provides Title Commitment and it is 376 delivered to Buyer less tha ays prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 377 receipt to examine sa n accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") after 378 receipt of Buyer's ce to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 379 shall be dee to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver i 380 writtel a to Buyer(with proof of cure acceptable to Buyer and Buyer's attorney) and the parties will close this 381 Co Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If 362 , d, DS DS Buyer's Initials Page 7 of 12 Seller's Initials FloridaRealtors ar-ASIS-5x Rev,6119©2017 Florida Realtors"and The Florida Bar. All rights reserved. SerialN:032208.000162.8536670Form ' Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 s s z STANDARDS FOR REAL. ESTATE TRANSACTIONS ("STANDARDS")CONTINUED E, 363 h 384 Seller shall continue to use reasonable diligent effort to remove or cure the defec Cure Period"); or 386 (b) electing to accept title with existing defects and close this Con sing Date (or if Closing Date has 386 passed, within the earlier of 10 days after end of Exte eriod or Buyer's receipt of Seller's notice), or(c) 387 electing to terminate this Contract and r and of the Deposit, thereby releasing Buyer and Seller from all 388 further obligations under If after reasonable diligent effort, Seller is unable to timely cure defects, and 389 Buyer do a defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, ` 3130 391 397 encroach on setback lines, easements, or lands of others, or violate any rest ri ants, or applicable 393 governmental regulations described in STANDARD A (i)(a), (b) or yer shall deliver written notice of j 394 such matters, together with a copy of Survey, to Selle ays after Buyer's receipt of Survey, but no later 395 than Closing. If Buyer timely delivers su Survey to Seller, such matters identified in the notice and 398 Survey shall constitute a sect to cure obligations of STANDARD A above. If Seller has delivered a 397 prior surve , at Buyer's request, execute an affidavit of "no change" to the Real Property since the 398 399 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 400 the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. { 401 D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 402 tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 403 deposits paid by tenant(s)or occupant(s)("Estop pel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s) 404 the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit 406 and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 406 Seller's affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to Paragraph 407 6, or if ten ant(s)loccupant(s) fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller 408 within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating this 409 Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under 410 this Contract. Seiler shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller's obligations 411 thereunder. 412 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing 413 statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or I 414 repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been 415 improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 416 general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth 417 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges 418 for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been 419 paid or will be paid at Closing. 420 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. Other 421 than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates 422 specified in this Contract,whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur 423 on a Saturday, Sunday, or a national legal holiday(see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the Property 424 is located)of the next business day. 425 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 426 liable to each other for damages so long as performance or non-performance of the obligation, or the availability of 427 services, insurance or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force 428 Majeure. "Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, 429 unusual transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent 430 effort, the non-performing party is unable in whole or in part to prevent or overcome. All time periods, including 431 Closing Date, will be extended a reasonable time up to 7 days after the Force Majeure no longer prevents 432 performance under this Contract, provided, however, if such Force Majeure continues to prevent performance under 433 this Contract more than 30 days beyond Closing Date, then either party may terminate this Contract by delivering 434 written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 435 further obligations under this Contract. 436 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, 437 personal representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters 438 described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be f`DSS DS Buyer's Initials J Page 8 of 12 Seller's Inilials Florida Realtors ar-ASIS-5x Rev.6119 c0 2017 Florida Realtorso and The Florida Bar. All rights reserved. Sedalq;032206.000162-8636670Form �' Simplicity i DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 t s STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS")CONTINUED 439 transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in this 440 Contract. 441 I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 442 (i) LOCATION: Closing will be conducted by the attorney or other closing agent ("Closing Agent") designated by 443 the party paying for the owner's policy of title insurance and will take place in the county where the Real Property 444 is located at the office of the Closing Agent, or at such other location agreed to by the parties. If there is no title 445 insurance, Seller will designate Closing Agent. Closing may be conducted by mail, overnight courier, or electronic 446 means. 447 (ii) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of 448 sale, certificate(s)of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), 449 owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid 450 receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable, ' 451 the survey, flood elevation certification, and documents required by Buyer's lender. t 452 (iii) FInCEN GTO NOTICE. If Closing Agent is required to comply with the U.S. Treasury Department's 453 Financial Crimes Enforcement Network ("FMCEN") Geographic Targeting Orders ("GTOs"), then Buyer 454 shall provide Closing Agent with the information related to Buyer and the transaction contemplated by this 455 Contract that is required to complete IRS Form 8300, and Buyer consents to Closing Agent's collection and 456 report of said information to IRS. 457 (iv) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 456 provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 454 procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all 460 closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 461 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 1i i 462 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 463 escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent 464 for a period of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of 465 Buyer, Buyer shall,within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from 466 date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all 467 Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, 466 simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re- 469 convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand 470 for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect 471 except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 472 K. PRORATIONS; CREDITS: The following recurring items will be made current(if applicable)and prorated as of 473 the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 474 (including special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents 475 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, 476 in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required 477 by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited 478 to Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated based on 479 current year's tax. If Closing occurs on a date when current year's miilage is not fixed but current year's assessment 460 is available, taxes will be prorated based upon such assessment and prior year's miilage. If current year's 481 assessment is not available, then taxes will be prorated on prior year's tax. If there are completed improvements 482 on the Real Property by January 1st of year of Closing, which improvements were not in existence on January 181 483 of prior year, then taxes shall be prorated based upon prior year's miilage and at an equitable assessment to be 484 agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 485 informal assessment taking into account available exemptions. In all cases, due allowance shall be made for the 486 maximum allowable discounts and applicable homestead and other exemptions. A tax proration based on an 487 estimate shall, at either party's request, be readjusted upon receipt of current year's tax bill. This STANDARD K 488 shall survive Closing. 489 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 490 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 491 including a walk-through (or follow-up walk-through if necessary) prior to Closing. 492 M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 493 ("Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 494 exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 495 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated f`DSS DS Buyer's Initials J Wage 9 of 12 Seller's Initials Florida Realtors ar-ASIS-5x Rev.6119©2017 Florida Realtorso,and The Florida Bar. All rights reserved, Sedafll:032208.000162.8538670For m ` Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 i l STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 496 cost to complete restoration (not to exceed 1.5% of Purchase Price)will be escrowed at Closing. If actual cost of 497 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 498 Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 499 Purchase Price, Buyer shall elect to either take Property "as is"together with the 1.5%, or receive a refund of the 50o Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation 501 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 502 N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 503 Closing or deferred)under Section 1031 of the Internal Revenue Code("Exchange"), the other party shall cooperate 504 in all reasonable respects to effectuate the Exchange, including execution of documents, provided, however, 505 cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent i 506 upon, nor extended or delayed by, such Exchange. 507 0. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 508 EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall 509 be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever 510 the context permits, singular shall include plural and one gender shall include all. Notice and delivery given by or to 511 the attorney or broker (including such broker's real estate licensee) representing any party shall be as effective as 512 if given by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic 513 (including "pdf') media. A facsimile or electronic (including "pdf')copy of this Contract and any signatures hereon 514 shall be considered for all purposes as an original. This Contract may be executed by use of electronic signatures, 515 as determined by Florida's Electronic Signature Act and other applicable laws. f 516 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 517 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 518 representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change 519 in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended 520 to be bound by it. 521 Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 522 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 523 rights. 1` 524 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 525 or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 526 S. COLLECTION or COLLECTED: "COLLECTION" or "COLLECTED" means any checks tendered or 527 received, including Deposits, have become actually and finally collected and deposited in the account of Sze Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 520 may be delayed by Closing Agent until such amounts have been COLLECTED in Closing Agent's accounts. 530 T. RESERVED. 531 U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 532 of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 533 county where the Real Property is located. 534 V. FIRPTA TAX WITHHOLDING: If a seller of U.S. real property is a "foreign person" as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code ("Code") requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a "foreign person". Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller is not a foreign person and containing Seller's name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at Buyer's option, either(a) timely remit the withheld funds to the IRS or(b) place the funds in 552 escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the f`DSS DS Buyer's Initials 1 J Page 10 of 12 Seller's initials FlorldaRealtors ' ar-ASIS-5x Rev.6I19 O 2017 Florida Realtorse and The Florida Bar. All rights reserved. Sesialk:032209-000162.8536670 Form - 5implicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 STANDARDS FOR REAL ESTATE TRANSACTIONS("STANDARDS")CONTINUED 553 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for c 558 disbursement in accordance with the final determination of the IRS, as applicable. 559 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 560 8288 and 8288-A, as filed. 561 W. RESERVED 562 X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller 563 and against any real estate licensee involved in the negotiation of this Contract for any damage or defects 564 pertaining to the physical condition of the Property that may exist at Closing of this Contract and be 565 subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This 566 provision does not relieve Seller's obligation to comply with Paragraph 10U). This Standard X shall survive 567 Closing. 568 ADDENDA AND ADDITIONAL TERMS 569• 19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this 570 Contract(Check if applicable): F] A. Condominium Rider ❑ K. RESERVED E] T. Pre-Closing Occupancy ❑ B. Homeowners'Assn. ❑ L. RESERVED ❑ U. Post-Closing Occupancy ❑ C. Seller Financing ❑ M. Defective Drywall ❑ V. Sale of Buyer's Property ❑ D. Mortgage Assumption ❑ N. Coastal Construction Control ❑ W. Back-up Contract ❑ E. FHANA Financing Line ❑ X. Kick-out Clause Y ❑ F. Appraisal Contingency F1 0. Insulation Disclosure ❑ Y. Seller's Attorney Approval ❑ G. Short Sale ❑ P. Lead Paint Disclosure (Pre-1978) ❑ Z. Buyer's Attorney Approval ❑ H. Homeowners/Flood Ins. ❑ Q. Housing for Older Persons ❑ AA. Licensee Property Interest ri ❑ I. RESERVED ❑ R. Rezoning ❑ BB. Binding Arbitration ❑ J. Interest-Bearing Acct. E] S. Lease Purchase/Lease Option E] CC. Miami-Dade County Special Taxing District Disclosure 3, ❑ Other: 571' 20. ADDITIONAL TERMS: See Addendum attached hereto and incorporated herein by reference. 572 573 574 575 576 577 578 579 580 589 582 583 584 565 586 587 568 COUNTER-OFFER/REJECTION 589* ❑ Seller counters Buyer's offer(to accept the counter-offer, Buyer must sign or initial the counter-offered terms and Soo deliver a copy of the acceptance to Seller). 591• ❑Sets Buyer's offer. / os Buyer's Initials Pagel 1 of 12 Seller's Initials VJ FloridaRealtors ar ASIS-5x Rev.6119©2017 Florida Realtors®and The Florida Bar. All rights reserved. Serial8:032208.000482-8636870 ®Form DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 1 592 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 593 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. IF 59APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. a THIS FORM HAS BEEN A 595 Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the 596 terms and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and 597 conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all 598 interested persons. 599 AN ASTERISK (*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK 600 TO BE COMPLETED. DocuSigned by: Y 9/15/2021 i 601' Buyer: 8 Date: 12A743350E6C464... 6D2' Buyer: Date: 603' Seller: Date: 9/19/2021 355F6DF34BEE46C... boa• Seller: Date: 605 Buyer's address for purposes of notice Seller's address for purposes of notice 606• Boynton Beach Community Redevelopment A enc Palm Beach County Housing Authority 607• 100 E. Ocean Ave., 4th Floor 3432 West 45th Street 608, Boynton Beach, FL 33435 West Palm Beach, Florida 33407 609 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers 610 entitled to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct 611 Closing Agent to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage 612 agreements with the parties and cooperative agreements between the Brokers, except to the extent Broker has 613 retained such fees from the escrowed funds. This Contract shall not modify any MLS or other offer of compensation 614 made by Seller or Listing Broker to Cooperating Brokers. 615, N/A Fisher Auction Company 616 Cooperating Sales Associate, if any Listing Sales Associate I 617' N/A Lamar Fisher 618 Cooperating Broker, if any Listing Broker DS Buyer's Initials Page 12 of 12 Seller's Initials Florida ReallorslFloridaBar-ASIS-5x Rev.6119 02017 Florida Realtors&and The Florida Bar. All rights reserved. 8001:032208.000162.6636670 Form 5lmplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 Addendum to "AS IS" Residential Contract For Sale and Purchase 1. Auction Process This Addendum is based upon vacant land (the "Property") being sold at auction pursuant to the terms of those certain General Terms and Conditions of Sale which have been made available within the Online Bidder Registration Instructions Package and are incorporated herein as reference as Exhibit"B". And as such, the additional provisions of this Addendum set forth below, shall be incorporated and made a part of that"AS IS" Residential Contract For Sale and Purchase herein after referred to as "Contract." It is understood and agreed that the purpose of the Auction is to sell the Property(ies)to the highest bidder(s)at the Auction, under terms and conditions set forth at the Auction and this Contract. If there is any conflict between this Addendum and any of the terms or provisions of the Contract, the terms and provisions of this Addendum shall prevail. 2. Sale is "AS IS" THE SALE OF THE PROPERTY IS AND WILL BE MADE ON AN "AS IS" "WHERE IS" "WITH ALL FAULTS" BASIS AND BASED UPON THE PROPERTY'S PRESENT CONDITION, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS), INCLUDING, BUT NOT LIMITED TO (i)ANY IMPLIED WARRANTIES OF HABITABILITY, GOOD, FAIR OR ADEQUATE CONDITION OR REPAIR OR GOOD, WORKMANLIKE CONSTRUCTION, AND (ii)ANY REPRESENTATION OR WARRANTY CONCERNING THE PHYSICAL, ENVIRONMENTAL, OR FINANCIAL CONDITION OF THE PROPERTY OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART HEREOF. In addition to and without limiting the generality of the foregoing sentence, except as otherwise expressly set forth in this Agreement and in the Closing documents, Seller makes no representation or warranty of any kind whatsoever as to (i)the nature or condition of the soils on the Property; (ii)the drainage of or relating to the Property; (iii)the condition or repair of the Property; (iv)the nature or suitability to Buyer of any zoning, land use, Master Plan designation, Property use, plan classification, or existing governmental permits, licenses or approvals; (v)any test, report or similar assessment of the Property generated by a third party vendor not a party to this Agreement; (vi)the financial position or net operating income of the property, including the revenues and expenses thereof; or(vii)the presence or absence of any hazardous or toxic substances or materials, wastes, pollutants, mold, contaminants, oil or petroleum products or tanks on, under or within the Property or within watercourse or body of water near the Property or any violation of building, health or environmental laws and regulations. Buyer represents, warrants and agrees that Buyer has been provided a full and fair opportunity to complete all physical, environmental, legal, financial and other examinations relating to the acquisition of the Property hereunder before Buyer's execution of Contract and Buyer acknowledges that it will acquire the Property solely on the basis of such examinations, the express terms and conditions of this Agreement, the special warranties of title contained in the General Warranty Deed and the title insurance protection afforded by the owner's policy of title insurance issued in connection with the transaction. Buyer hereby agrees and confirms that Buyer completed all inspections of the Property deemed necessary by Buyer including but not limited to liens, open permits, municipal violations, violations of building and environmental rules and regulations, books and/or records affecting the Property and survey (including flood elevation). Buyer shall indemnify Seller for any and against all liability, including, but not limited to, bodily injury or damage to Property (including the Property itself) arising out of Buyer's inspections of the Property. Buyer shall also indemnify Seller for liens, claims or liability which may be filed or DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 result against the Property by persons or entities employed or contracted by Buyer to perform inspections of the Property. This indemnity shall survive termination of this Agreement. During the inspection of the Property prior to execution of Contract, Buyer had the Property surveyed or waived the right to survey the Property. Buyer agrees hereby to accept the Property for Closing notwithstanding any encroachments on the Property, specifically encroachments on setbacks lines, easements or lands of others. Any survey objection shall be deemed a Permitted Exception to Title. Buyer has procured an elevation certificate and verified the flood zone applicable to Property and hereby accepts the flood designation of the Property for all purposes of this Contract. 3. Execution of Contract The Successful Bidder shall be required to execute the Contract and Addenda within (24) hours of his/her receipt of such documents. The "Total Purchase Price" shall be the Successful Bid plus 10% (Buyer's Premium)of such Successful Bid. The sale of the Property to the Highest and Successful Bidder is subject to the Seller's final approval and acceptance of price. 4. Deposit An Escrow Deposit equal to 10% of the Total Purchase Price is due within twenty-four(24) hours from receipt of the Contract. The Escrow Deposit must be sent via Federal wire transfer to Title Xperts, LLC ("Escrow/Settlement Agent"). 5. No Contingencies The Contract is not contingent upon any matters of any kind including financing or post due diligence. 6. Closing Costs Seller shall cause an ALTA standard Title Commitment and Owner's Title Insurance Policy in an amount equal to the Total Purchase Price to be furnished to the Buyer, at the Buyer's expense. The Commitment and Owner's Title Insurance Policy shall be issued by the Escrow Agent from either Fidelity National Title Insurance Company or Westcor Land Title Insurance Company. It is understood and agreed that fee simple title to the Property is being sold to the Buyer without representation or warranty and subject to the Permitted Exceptions. The Property is sold free and clear of all liens, claims, encumbrances and other interests including any back real estate taxes owed. 7. Closing Closing shall occur on or before (45)calendar days from the date the Contract was fully executed by both Buyer and Seller. The Buyer shall pay the Total Purchase Price at Closing by wire transfer of immediately available funds. 8. Brokers Each party warrants to the other that no broker or finder other than Fisher Auction Company and Buyer's Qualifying Licensed Real Estate Agent, if applicable (the "Broker") has been engaged or consulted by the warranting party or any affiliated person or entity of such party or is in any way entitled to compensation as a consequence of the sale of the Property to Purchaser. It shall be the obligation of the Seller to pay the Broker a real estate commission in such amounts and upon such terms as agreed upon between Seller and Broker pursuant to a separate agreement. Each party hereby indemnifies, defends and holds the other party harmless from any loss, cost (including reasonable attorneys' fees), damage, claim, DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 demand or liability for any such commission or fee incurred by the indemnified party and arising by, through or under the indemnifying party. 9. Misc. When executed by Seller and Buyer, this Contract shall be binding on all parties, their heirs, personal representatives, successors and assigns. If Buyer fails to perform under this Contract, then, as Sellers' sole and exclusive remedy under this Contract, the Escrow Agent is hereby irrevocably immediately directed and instructed that the Escrow Deposit shall be forfeited and paid over to Seller as agreed liquidated damages in order to compensate Seller for the damages caused by such breach and not as a penalty. In the event any litigation arises under this Contract, the prevailing party shall be entitled to recover from the non-prevailing party all of their reasonable attorney's fees, court costs, and expenses, including those incurred on appeal. The provisions of this section shall survive closing or earlier termination of this Contract. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS CONTRACT. If any provision of this Contract is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Contract and the remaining provisions of this Contract shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Contract. --Docu5�o Date: Signed by: Buyer: I �� -1-��� -M-. 9/15/2021 1 I 12A743350E6C404... Palm Beach County Housing Authority --DocuSigned by: Seller: 6VXS_Cz yf Date: 9/19/2021 By: 355F6DF34BEE46C... DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 "EXHIBIT B" GENERAL TERMS AND CONDITIONS OF SALE Please review this document("Terms and Conditions")carefully.In order to be eligible to bid on the Properties,a Bidder must sign their Acknowledgment and Acceptance of these General Terms and Conditions of Sale. 1. START/END DATES AND TIMES: The Online Real Estate Auction("Online Auction"or"Auction")will begin at 10:00 AM Eastern Time on Tuesday,September 14tH 2021 and begin concluding at 10:00 AM Eastern Time, on Wednesday,September 15th,2021 with one (1) lot closing every five (5) minutes, subject to any time extensions, on Fisher Auction Company's Online Bidder Application which can be accessed through the Fisher Auction Company website. 2. ONLINE AUCTION REGISTRATION: Registration is required to become a qualified and eligible online bidder("Bidder").To register,a prospective Bidder must: (a)Complete the Online Bidder Registration Form providing Bidder's full name,company name,residence/business addresses with telephone numbers,cellular telephone number,facsimile number,email address,a copy of a State valid driver's license number or a valid passport,and the name(s)and/or entity in which the Bidder will take title to the Property/Properties. (b) Bidders must provide a valid credit card in which a$5,000.00 pre-authorization hold will be placed,before being able to participate in the bidding.This pre-authorization hold will be released at the conclusion of the Auction unless you are the Successful Bidder at which point the pre-authorization hold will be released upon receipt of the escrow deposit(s) by the Escrow Agent. (c) Sign/Date/Time an acknowledgment that the Bidder has read and agrees to be bound by these General Terms and Conditions of Sale. (d)Execute the Online Bidder Contract. (e) Return the required three(3)executed documents to Auctioneer,2112 East Atlantic Boulevard, Pompano Beach,Florida 33062;Facsimile:954.782.8143;Email:info@fisherauction.com no later than 5:00 PM ET Tuesday,September 14th,2021. 3. SUCCESSFUL BID, PURCHASE PRICE (INCLUDES BUYER'S PREMIUM), ESCROW DEPOSIT(S), NON-CONTINENT "AS IS" CONTRACT FOR SALE AND PURCHASE AND ADDENDA: (a) When the Seller accepts the highest bid ("Successful Bid") for a Property, then the Successful Bidder will be required to execute,as Buyer("Buyer")(i)the non-contingent"AS IS"Contract for Sale and Purchase and any and all Addenda("Contract"), which has been previously furnished to Bidder, immediately upon receipt of such documents,with no changes/exceptions (ii) initiate a wire transfer for the Escrow Deposit,which will be 10%of the Total Purchase Price to the Escrow Agent,Title Xperts,LLC.Bidder will have no later than twenty-four(24)hours from receipt of the Contract to execute and return the Contract. If the Successful Bidder does not initiate the wire for the Escrow Deposit(s)as stated above and execute and return the Contract within twenty-four(24) hours from the receipt of such documents,they will be considered in default and the$5,000 credit card hold will be processed and considered as liquidated damages. (b)The amount of(i)the Successful Bid AND(ii)10%of the Successful Bid("Buyer's Premium"),added together,will be the Total Purchase Price("Purchase Price")for the Property to be purchased by the Buyer under the Contract together with closing costs as further provided in the Contract. 4. CLOSINGS AND PAYMENT OF PURCHASE PRICE: (a)The Closings("Closing")will be on or before 45 calendar days from the date the Contract is fully executed by both Buyer and Seller. Seller shall only have the right to extend the Closing for an additional thirty(30)calendar days by providing written notice to the Buyer.The Closing will be coordinated and administered through the offices of the Settlement Agent;Title Xperts, LLC;560 Village Boulevard,Suite 140,West Palm Beach,Florida 33409; Phone:561.510.2294. (b) The remaining balance of the Purchase Price will be due and payable by Buyer at Closing by Federal Wire Transfer of immediately available funds, pursuant to written instructions from the Escrow Agent/Settlement Agent. Buyer shall receive credit for the Escrow Deposit(s), upon clearance, which shall be released from escrow and applied by the Escrow Agent / Settlement Agent towards the Purchase Price at Closing. (c)Time shall be of the essence as to Buyer's obligations in these General Terms and Conditions and as described in the Contract. 5. TITLE INSURANCE and ZONING: (a) Seller, at Buyer's expense, will procure a Title Commitment and Owner's Title Insurance Policy on the Property(ies). The premium for the Owner's Title Policy shall be paid by the Buyer. The Commitment and Owner's Title Insurance Policy shall be issued by the Settlement Agent from either Fidelity National Title Insurance Company or Westcor Land Title Insurance Company. (b)Except as provided for herein,it is understood and agreed that fee simple title to the Property(ies)is being sold to the Buyer(s), free and clear or all liens,without representation or warranty and subject to the Permitted Exceptions. (c)The Seller will convey title by a General Warranty Deed("Deed"). DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 (d)Title to the Property(ies)will be subject to the exceptions set forth in the proposed Commitment("Permitted Exceptions"). Buyer agrees to take title to the Property(ies)subject to the Permitted Exceptions, among other matters as described in these General Terms and Conditions of Sale and in the Contract. (e)Buyer agrees that the Property(ies)are subject to all laws,ordinances,codes,rules and regulations of applicable governmental authorities pertaining to the ownership, use and occupancy of the Property(ies) including, but not limited to, zoning, land use, building codes and agrees to take title subject to such matters, and the following permitted exceptions: (i) all covenants, restrictions,easements and agreements of record now on the Property(ies);(ii)all liens for unpaid municipal charges not yet due; (iii) the state of facts which would be shown by a current survey or inspection of the Property(ies); (iv) any Homeowner's Association Documents/Fees;(v)any matter created by or through Buyer(s);(vi)any title matters which Buyer(s)have accepted or are deemed to have accepted as set forth in the Contract; and (vii) such other matters that will not make the Property(ies) unusable or unmarketable for residential purposes. (f)Seller is not providing to Buyer any surveys of the Property(ies). In the event Buyer desires to obtain a survey a Property(ies), Buyer will be solely responsible to obtain,and pay for,such survey without reducing the proceeds of the Purchase Price payable to Seller at the Closing.Buyer shall not have the right to terminate the Contract based upon the results of the survey. 6. BUYER'SACKNOWLEDGEMENTS: (a)The sale of the Property(ies)is an"All Cash"transaction and shall not be subject to any contingencies,or post due diligence. (b)The Seller,Auctioneer and their representatives,attorneys,agents,and sub-agents,assume no liability for errors or omissions in this or any other property listing or advertising or promotional/publicity statements and materials.The Seller,Auctioneer and their representatives, attorneys, agents and sub-agents, make no representation or guarantee as to the accuracy of the information herein contained or in any other property listing or advertising or promotional/publicity statements and materials. Neither Auctioneer nor the Seller has any obligation to update this information. Neither Auctioneer nor the Seller,their Agents and Sub-Agents,attorneys, Escrow Agent/Settlement Agent, representatives, members, managers or affiliates has any liability whatsoever for any oral or written representations,warranties, or agreements relating to a Property except as is expressly set forth in the Contract. (c)The Property(ies)are sold in its"AS IS AND WHERE IS"condition and with all faults and defects,with no representations or warranties,express or implied. All Bidders are encouraged to inspect the Property(ies) prior to placing any bid at the Online Auction and the Successful Bidder,as Buyer,acknowledges that they have had a reasonable opportunity to inspect and examine all aspects of the Property(ies)and make inquiries of applicable governing authorities pertaining to such matters in connection with the Property(ies) as Buyer has deemed necessary or desirable prior to the Online Auction. Bidders should review all applicable zoning, land use, code compliance, environmental matters, physical condition, and any and all other governmental statutes,ordinances, rules, laws and regulations and do such other due diligence in advance of execution of this document and all of the accompanying documents in connection with the purchase of the Property(ies)("Governing Documents").Please review all Governing Documents carefully,and seek the advice of an attorney. (d)Competitive bidding is an essential element of an Online Auction sale,and such a sale should be conducted fairly and openly with full and free opportunity for competition among bidders.Any conduct,artifice,agreement,or combination the purpose and effect of which is to stifle fair competition and chill the bidding, is against public policy and will cause the sale to be set aside. Collusion/Bid Rigging is a Federal Felony punishable by imprisonment and fine.Auctioneer will report all illegal conduct to the F.B.I.and cooperate with any prosecution. (e)The Properties may be withdrawn from the Online Auction at any time without notice and are subject to prior sale. (f)Seller,in its absolute sole discretion,reserves the right to amend,negotiate,modify,or add any terms and conditions to these General Terms and Conditions of Sale,the Contract and to announce such amendments, modifications,or additional terms and conditions at any time,including during this Online Auction. (g)The highest bid shall be the Successful Bid only if same is acceptable to and accepted by Seller,by and through the Auctioneer via this Online Auction,and as evidenced by Seller and the Successful Bidder,as Buyer,each executing the Contract. (h) Back-up bids will be recorded and received by Seller in Seller's absolute discretion.Should the Property(ies) not close with the Buyer(s)or should the Buyer(s)not comply with any term or condition of any document executed by Buyer(s)in connection with the Property(ies),the Seller will have the option,but not the obligation,to pursue back-up bids. (i)If you are unsure about anything regarding the Property(ies)or the Governing Documents,do not place a bid or participate in the Online Auction. Review of the Governing Documents and all of the terms and conditions as well as a review of the Property(ies) before making any bids is strongly recommended and you will be deemed to have done so on execution of these General Terms and Conditions of Sale. (j) At the close of this Online Auction, upon the acceptance of the Purchaser's bid is an acknowledgment that such bid is the highest bid,at which time it became a binding agreement to purchase the Property(ies).Whether such bid is accepted is subject to this Agreement, including any announcements/notices made by the Auctioneer.Thereafter,you may not withdraw your bid and you are obligated to execute the Contract(s). (k) In the event a conflict exists between the Contract and the General Terms and Conditions of Sale,then, (i) prior to Buyer's execution and delivery of the Contract,the terms of the General Terms and Conditions of Sale shall govern and control and (ii) DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 following Buyer's execution and delivery of the Contract,the terms of the Contract shall govern and control over the General Terms and Conditions of Sale. 7. ANNOUNCEMENTS/NOTICES: All announcements/notices provided to the Bidders shall supersede and take precedence over all previously written or printed material and any other oral statements made; provided however that the Auctioneer shall not be authorized to make any representation or warranty (express or implied) with respect to the Properties. The Auctioneer has the sole and absolute discretion to make any announcements via this Online Auction,including but not limited any announcements that may amend or alter these Online Auction terms,conditions,or procedures that were previously set forth in written materials. In the event of a dispute over the bidding process,the Auctioneer shall make the sole and final decision and will have the right either to accept or reject the final bid or re-open the bidding. 8. DEFAULT: If the Buyer fails to comply with any of these General Terms and Conditions of Sale,the Seller shall retain the required Escrow Deposit(s),which shall be considered fully earned and non-refundable,under this Agreement and/or the Contract as liquidated damages and not as a penalty. The Escrow Agent/Settlement Agent must immediately release the Escrow Deposit(s) upon request of the Seller. Buyer acknowledges and understands that this provision is enforceable and shall not be deemed a penalty because the damages are not readily ascertainable and generally impossible to calculate under the circumstances.Upon Default and notice of same by Seller to Escrow Agent/Settlement Agent,Buyer understands and agrees to the immediate release of the Escrow Deposit(s)funds to the Seller by Escrow Agent/Settlement Agent without the requirement of further documentation or consent from Buyer.Additionally,in the event the Successful Bidder fails to submit the executed Contract(s)and required Escrow Deposit(s)as required by these General Terms and Conditions of Sale,the Successful Bidder authorized the Auctioneer to charge a fee of Five Thousand Dollars($5,000.00)which amount will be charged to the high bidder's credit card.If such charge occurs,a four percent(4%)processing fee will be added to the charge.The Auctioneer and the Seller also reserve the right to immediately put the Property(ies) up for sale again.These remedies are in addition to any other remedies, including specific performance and/or additional money damages that the Seller and/or the Auctioneer may have in equity or at law. 9. REPRESENTATIONS: All information was derived from sources believed to be correct, but is not guaranteed. Bidders shall rely entirely on their own information,judgment,and inspection of the Property(ies)and records. Neither the Seller nor Auctioneer, it's Agents and Sub- Agents makes any representation or warranties as to the accuracy or completeness of any information provided. All sizes, dimensions,drawings are approximations only. 10. BROKER PARTICIPATION: Three Percent(3%)of the Final Bid Price will be paid to a qualified Licensed Real Estate Broker("Broker")whose registered Buyer's offer is accepted by the Seller and closes on the Property, provided the Broker is not prohibited by law from being paid such commission.To qualify for a commission,the Broker must first register their prospect on the MANDATORY REAL ESTATE BUYER BROKER PARTICIPATION REGISTRATION form.The form must be received by the office of Auctioneer no later than 5:00 PM ET, Tuesday,September 141h,2021.This registration MUST be sent to Auctioneer,2112 East Atlantic Boulevard,Pompano Beach,FL 33062. Brokers may fax their broker registration(s) to 954-782-8143 or email to info@fisherauction.com. NO LATE REGISTRATIONS WILL BE ACCEPTED.Commissions will be paid only after closing.Brokers are not required to attend the Closings. If a Broker has not met all of these requirements, no commission will be paid to the Broker, even if the Broker's prospect purchases the Property. No oral registrations will be accepted.Under no circumstances whatsoever will any commission be paid if the sale does not close for any reason. 11.FINAL BID PRICE: The final bid price for the Property(ies)shall be determined by competitive bidding at the Auction.The Property(ies)is being sold to the highest bidder with the highest bid being subject to the Seller's final approval and acceptance of price,plus the ten percent (10%)Buyer's Premium and is subject to the terms and conditions of the Governing Documents. 12.ACKNOWLEDGMENT AND ACCEPTANCE: The Undersigned Bidder(s) acknowledge receipt of a copy of these General Terms and Conditions of Sale and having read and understood the provisions set forth therein,accepts same and agrees to be bound thereby.Facsimile or electronic signatures will be treated and considered as original. 13.HOLD HARMLESS: Auctioneer cannot, and will not, be held responsible for any interruption in service, bidding extension times, errors, and/or omissions,caused by any means,therefore they cannot guarantee continual, uninterrupted or error free service as the website could be interfered with by means out of Auctioneer's control. Bidder acknowledges that this Online Auction is conducted electronically and relies on hardware and software that may malfunction without warning.The Auctioneer may void any sale, temporarily suspend bidding, extend bidding times and re-sell the Property(ies) that were affected by any malfunction. The decision of the Auctioneer is final. 14. INDEMNIFICATION: Buyer(s)shall defend,indemnify,and hold harmless Auctioneer,Seller and their officers,directors,employees,and agents,from and against any and all claims,demands,causes of action,costs,liabilities,losses,damages,and expenses(including reasonable DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 attorneys and expert witness fees and expenses)(collectively,"Claims"),and by whomever brought,to the extent arising out of or in any way related to (i)the sale of, (ii)the performance of the parties' obligations under this Agreement; (iii) the physical condition and quality(and express or implied representations regarding such condition and quality)of the Property(ies)or any portion thereof, (iv)any breach of these General Terms and Conditions of Sale,Governing Documents, or the Contract; (v)any claim arising from the sale of the Property(ies);(vi)any claim arising from Buyer's participation in the Online Auction;or(vii)any other act,omission or representation by Buyer. 15. GOVERNING LAW/JURISDICTION/VENUE: This Agreement shall be construed,enforced and governed by the laws of the State of Florida,without regard to choice of law and similar doctrines. The parties consent to jurisdiction in the State of Florida and venue,for any litigation arising out of this Agreement. 16. WAIVER OF JURY TRIAL: EACH PARTYTO THIS AGREEMENT HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTTHEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING,COURSE OF CONDUCT,STATEMENTS(WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY HERETO. 17. ATTORNEY'S FEES: If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision or provisions of this Agreement,the prevailing party will be entitled to reasonable attorneys'fees and costs,whether at the trial court and appellate level,in addition to all other costs associated with the action whether or not the action advances to judgment, in addition to any other relief to which that party may be entitled. 18. ENTIRE AGREEMENT: This Agreement embodies the entire agreement between the parties relative to the subject matter,and there are no oral or written agreements between the parties,or any representations made by either party relative to the subject matter,which are not expressly set forth herein.To the extent that any of the terms or provisions contained herein differs or conflicts with those contained within the Contract,the Contract shall control. From: Andre LaBawe To: Shutt,Thuv Subject: PBCHA Auction-Successful Bid Date: Wednesday,September 15,20213:50:12 PM Attachments: Wire Instructions TX-Safe Escrow-obcha.odf Importance: High Good Afternoon Ms.Shutt, Congratulations on your winning bid for Property#18-404 NW 12th Avenue,Boynton Beach,FL 33435. Buyer's Contract Escrow Bid Price Premium Price Deposit $66,000.00 $6,600.00 1 $72,600.00 $7,260.00 Your contract will be coming from Paul Fisher via DocuSign. $7,260.00 Escrow Deposit(10%of your total Contract Price).Please reference the Name on the Contract,the Address(es)of the property and Title Experts on your wire transfer.Once your wire has been confirmed by the Escrow Agent the hold on your credit card will be released. We thank you for participating in the Auction and look forward to a successful closing! Please let me know if you have any questions or need anything additional. Best regards, Andre LaBauve,CFO Fisher Auction Company "Over 50 Years of Continued Success" 2112 East Atlantic Boulevard Pompano Beach,Florida 33062 Direct:754.220.4124 1 Phone:800.331.6620 x4124 Fax:954.782.8143 1 andrePfisherauction.com Disclaimer: This e-mail is intended only for the person addressed.It may contain confidential information and/or privileged material. If you receive this in error,please notify the sender immediately 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. ro m Aa -m u 10 E E 0 uy o 0 ry 0 vi 0 411 C) Elf (-) W 0 al w cl, Wl cm- di En - exLL K. w (1, cj-CD m Ll aj LL STj m, g3 w cT(Q D w Gr'.Q qIj 'D "n R—b m 448 "t Lo o o 0 'o o o j co fW Lo 0- cl Cl _j _j el wA R7 _j o LL, Q, LL 14. u.. 1. 2 V) yj m o'C7 o o C1 o I m c, o c c d, a� < dal 41 d, , cn M cn CY) Xam ci) cL LL LL LL LL z j i z 0 b ow q, 0 0 0 cc uj aj m M > ,.gip". 0 ii o-�b m m m m -j T co C, 00 C,4 W, 04 7, ............ 6J 4,3 G7 be xt Z q� Z q, Z q, z QL-2 x CL m IV J2: CL Q, Cl 0, LL ,iy LL CY if, co m ,4 CO c® Lo lfd m LL q 04 LL�A uj lb Q 'D fLl.N Go � LIi z Cl V 49 t �—c C) ca CD 2) WP w LL CV) cr) LJ In Z GO LL LL LL 3 V, to z z z c] Sl 't m L�, co co 't 't -j 0 LCY m m CS 1 0 T 0 x r 5, o 0 0 wm CL: w LW <U -j T IF 0 -j _j U. its m ca, M Mn,,� Cl ol m EO CV) CO ED_j co Z --j z -j m m .9t v a uc a, Lo Q, lrli 7 w4 ........... "Ilk N', 77-7-, ,7,77f 7777 I cb 0 C� W ql -31 z m 213 rZ CJ-r, i -D E to 0 C M 0 o a-D A Q- V) o X3 co 4 A D W (D LL c_ I s u- LL (u w s m t (vy s -2 s q) 1,b CP B cp Ln —j N LL —0 tta --P-- _j N D (14 LL Zz LL ii V) a 0 v) LO 0 n 7 I11 Ifl o LJ GR U1 X 0 ell 0 0 Q, cc Lij Lu o (d C < rJ 9 Csd m m M lo s ON __j LF) q v LO -41 O LO w c, m "r CIA 1�, dit w� From: info@fisherauction.com To: Shutt,Thuv Subject: 404 NW 12th Avenue,Boynton Beach,FL 33435-Bid($53,000)outbid Date: Wednesday,September 15,2021 11:20:44 AM Dear Thuy You have received the following notification: 404 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($53,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 404 NW 12th Avenue,Boynton Beach,FL 33435-Bid($61,000)outbid Date: Wednesday,September 15,2021 12:01:02 PM Dear Thuy You have received the following notification: 404 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($61,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 406 NW 12th Avenue,Boynton Beach,FL 33435-Bid($53,000)outbid Date: Wednesday,September 15,2021 11:51:38 AM Dear Thuy You have received the following notification: 406 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($53,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 406 NW 12th Avenue,Boynton Beach,FL 33435-Bid($57,000)outbid Date: Wednesday,September 15,2021 12:07:53 PM Dear Thuy You have received the following notification: 406 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($57,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 408 NW 12th Avenue,Boynton Beach,FL 33435-Bid($53,000)outbid Date: Wednesday,September 15,2021 11:51:46 AM Dear Thuy You have received the following notification: 408 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($53,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 408 NW 12th Avenue,Boynton Beach,FL 33435-Bid($57,000)outbid Date: Wednesday,September 15,2021 12:15:04 PM Dear Thuy You have received the following notification: 408 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($57,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 432 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 11:18:44 AM Dear Thuy You have received the following notification: 432 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 29: 432 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 434 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 12:18:45 PM Dear Thuy You have received the following notification: 434 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 30: 434 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: 436 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 12:18:48 PM Dear Thuy You have received the following notification: 436 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 31 : 436 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: An identical bid was just accepted.The current minimum bid is 66,000. Bid again! Date: Wednesday,September 15,2021 12:01:30 PM Dear Thuy You have received the following notification: An identical bid was just accepted. The current minimum bid is 66,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: Max bid of$53,000 reached.You are the high bidder,however no more automatic bids will be placed on your behalf. Date: Wednesday,September 15,2021 11:10:11 AM Dear Thuy You have received the following notification: Max bid of $53,000 reached. You are the high bidder, however no more automatic bids will be placed on your behalf. Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: Max bid of$57,000 reached.You are the high bidder,however no more automatic bids will be placed on your behalf. Date: Wednesday,September 15,2021 11:54:37 AM Dear Thuy You have received the following notification: Max bid of $57,000 reached. You are the high bidder, however no more automatic bids will be placed on your behalf. Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: Max bid of$58,000 reached.You"ve been outbid.The current minimum bid is 60,000. Bid again! Date: Wednesday,September 15,2021 11:53:17 AM Dear Thuy You have received the following notification: Max bid of $58,000 reached. You've been outbid. The current minimum bid is 60,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954) 942-0917 info anfisherauction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info@fisherauction.com To: Shutt,Thuv Subject: Max bid of$60,000 reached.You"ve been outbid.The current minimum bid is 62,000. Bid again! Date: Wednesday,September 15,2021 12:08:27 PM Dear Thuy You have received the following notification: Max bid of $60,000 reached. You've been outbid. The current minimum bid is 62,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. 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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); and • October 1, 2021 - Azur resubmitted updated documents which contains more detailed information but the information needs to be keyed for ease of understanding and review (see Attachment IV). The October 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 V): • 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); and • 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); and • Reverter Agreement (Exhibit"B"). The following items have not been addressed by Azur's October 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 clarified further to support of the requirements of the RFP/RFQ (e.g. unit types, sizes, costs, keyed into the financial and/or proforma, etc.) in order to arrive at a negotiated Purchase and Development Agreement acceptable to both parties. Staff recommends inclusion of the following in the Purchase and Development Agreement for consistency with Azur's RFP/RFQ Proposal for local engagement of tradespersons and laborers in the project's construction: LOCAL CONTRACTORS: Azur commits to prioritize using local contractors and sub- contractors during construction and to make efforts to hire local residents as part of the Project's operations team. These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting a minimum of two job fairs or other employment opportunities within the community. Prior to and during the construction of the Project, the Developer shall: a) Provide a job placement consultant or work with local trades or apprenticeship programs in Palm Beach County during the construction of the Project; b) Host two job fairs; c) Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of the Project; d) Include in all contracts with Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of the Project; e) Provide no less than 20% of the construction jobs to businesses in Boynton Beach and/or Palm Beach County; f) Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training; and g) Provide documentation of these requirements in the required annual reports and final closeout report within 30 days of the issuance of the last Certificate of Occupancy. 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 VI and VII) and the review of each proposal in accordance with the original published RFP/RFQ Evaluation Criteria (Attachment VIII). 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), $385,825 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their December 3, 2020, meeting, the CRA Advisory Board is providing a recommendation to the CRA Board that of the five Proposals submitted for the Cottage District Infill Housing RFP/RFQ, the following three Proposals best met the intent and requirements of the RFP/RFQ: • Pulte Home Company, LLC; • Boynton Beach Cottage District Development, LLC; and • Azur Equities, LLC. CRA BOARD OPTIONS: 1. Direct CRA staff and legal counsel to continue to work with Azur Equities, LLC to finalize the Purchase and Development Agreement for the properties located within the Cottage District Infill Housing Redevelopment Project and authorize Board Chair to execute the Agreement subject to final legal review. 2. Alternative direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I -Cottage District Infill Housing Redevelopment Project RFP-RFQ and Addenda D Attachment 11 - Excerpt from April 13, 2021 CRA Board M eeting M inutes D Attachment III -Azur Equities, LLC Re-submission D Attachment IV -Azur Equities, LLC 10-1-21 Resubmission Attachment V - 10-1-21 Draft Purchase and Development Agreement with Azur's Proposed Changes D Attachment VI -Azur Equities, LLC Additional Information D Attachment VII -Azur Equities, LLC Presentation D Attachment Vlll - Proposal Evaluation sheets f� 61, 1 B Toi ,OYN =BEACH SiF RA BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPER QUALIFICATIONS COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT Location: Between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1St Street Boynton Beach, Florida Issue Date: August 17, 2020 Submittal Date: October 23, 2020, no later than 3:00 p.m. (EST) 4A��t { }�?�' ti,;rrR�\ t irlt�}u "!i s t 1f ,v S'�,J i }Q$i �� "A ':w i� v f � ) I Milli, s 4 11� 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. Sth Avenues and N. Seacrest Boulevard and N.E. 1St Street,Boynton Beach,Florida (the"property"or"Project property"). The BBCRA will accept sealed proposals at its office located at 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 ON OR BEFORE October 23, 2020, no later than 3:00 p.m. Eastern Standard Time,as determined by the time stamp or clock at the BBCRA's reception area. Proposals to this RFP/RFQ(proposals) received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All proposals will be date and time stamped by the BBCRA. Faxed or emailed Proposals will NOT BE ACCEPTED FOR CONSIDERATION. The RFP/RFQ documents, including all related attachments must be obtained from the BBCRA office or website at www.boyntonbeachcra.co (Click RFPs/RFQs/ITBs Tab on right hand side). 1. Community and Economic Setting The City of Boynton Beach (City),with a population of 72,000,is the third largest city in Palm Beach County, Florida. It is located approximately 4S miles north of Miami and 1S 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 9S (I-9S) 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-9S 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.S 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. Sth Avenues and N. Seacrest Boulevard and N.E. 1St Street, Boynton Beach, Florida. The Project site lies within the BBCRA Heart of Boynton District boundaries and is identified in the BBCRA Plan as a priority residential site. 01353549-2 Page 3 of 36 Additionally, the property is also located in the PBC Qualified Opportunity Zone. For more information, see httl2:-/-/mal2s.co.12alm-beach.fl.us-/cwgis/?al2l2=12bc interactive. All proposals must be in conformance with and in furtherance of the BBCRA Plan.The BBCRA Plan may be accessed on the BBCRA website: www.boyntonbeachcra.co The proposed redevelopment of this site shall be consistent with the recommendations made within the BBCRA Plan. The BBCRA Plan's goals are to leverage this publicly owned real estate asset to support the overall redevelopment of the Heart of Boynton community and surrounding area, to increase affordable home ownership opportunities for low and moderate income households within 80-140% Palm Beach County Area Medium Income (AMI), and to provide quality public enhancements that improve the economic, cultural and aesthetic quality of life for residents of the community. For more information on the annual published Palm Beach County AMI see http://discover.pbc ov.or HES/ a es Housing ortgaue- roara s.aspx. Development proposals should include traditional residential amenities, as well as those to enhance or improve existing community assets. Overriding goals for the future Project include quality design through the use of urban design principles, and the use of alternative energy sources where possible. Proposals shall incorporate a publicly accessible neighborhood pocket park to be located along the eastern portion of the site. Firms or entities responding to this RFP/RFQ ("Proposers") are encouraged to exercise creativity in defining a concept that satisfies the vision of the BBCRA Plan, use of applicable and appropriate zoning or entitlements, and sound real estate development practices. Pursuant to Section 163.380(2), Florida Statutes, offers for the acquisition of the properties for less than fair value shall require approval by the Boynton Beach CRA Board and the Boynton Beach City Commission. 3. Land Use Regulations. The Heart of Boynton District section of the BBCRA Plan provides information on the vision for future redevelopment within this area, which includes the Project site. The recommended future land use Land Use designation for the property is High Density Residential (HDR) with a corresponding Zoning designation of Multi-family Residential District(R-4) or Infill Planned Unit Development District(IPUD) which supports a maximum density of 1S units/acre (plus a 2S% density bonus for the creation of workforce housing) and maximum built height of 4S 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 County Impact Fees. Development of the property will be subject to Palm Beach County Impact Fees. Please contact Impact Fee Coordinator for PBC, Willie Svvoope at [561) 233'SU2S, for specific information regarding impact fees and/or credits applicable to the proposed development, or to download relevant information go to: 5. Survey and Appraisal. Amaerial boundary and parcel map along with acopy o[the property survey isincluded with this FlFP'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 outhe information in the appraisal when compiling proposal. The appraised value should be considered with all offers and requests for BBCRA incentives 6. Architectural and Design Considerations. The Project should include quality architectural design and site development standards that enhance the area and adjacent neighborhoods. Proposers should review the BBCRAPlan for Project development and design guidance. Proposals will be evaluated outheir adherence and incorporation of architectural and design elements presented in the BBCRA Plan listed above and the design examples under Attachment"k." ' ' 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 as but not limited to, infrastructure improvements, second mortgage subsidies, and/or assistance with County and State grant or funding applications. • The BBCRA may 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 BBCRAhuudiug. • The BBCRA may provide support and assistance in pursuing any permits or approvals that may berequired toexpedite the selected site development plan. • The BBCRAhas allocated $38S,82Siuthe FY2U2U'2U2lBudget for the Project. 8. Proposer Registration. All entities interested in responding to this RFP/RFQ must register their name, address, telephone number, and an email address with the BBCRA by emailing Michael Simon, Executive Director, at SimonM@bbfl.us. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP/RFQ will be sent to registered proposers using the registration information provided. 9. Additional Information. After the proposals are received by the BBCRA,the BBCRA may make requests to Proposers for clarifications, assurances, or for other details including, but not limited to, financial and disclosure data relating to the proposal or proposer (including all affiliates, officers, directors, partners and employees). Any inquiries of a general nature applicable to all proposers will be directed to all proposers. Following submission of a bid, the proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the bid and/or the proposer (including the proposer's affiliates,officers,directors,partners and employees),as requested by the BBCRA. 10. Requirements for the Proposed Project All proposals must include the following: • Construction of single family fee simple, owner occupied dwelling units consisting of either detached, attached or combination of the two. • Height limitations for the units should be maintained at one, two or three story units with strong consideration given to the placement of any proposed three story units within the interior of the Project and a two story limitation along the perimeter of the proposed Project site. • Street lights installed along the entire perimeter of the Project that are complimentary to those existing along N. Seacrest Boulevard adjacent to the Project site. • On-street parking spaces where feasible. • Minimum five-foot sidewalk width along the entire perimeter of the Project. • Use of street and site trees that "exceed the minimum size and caliper requirement" of the City's Land Development Regulations to be installed as part of the proposed Project. • Creation of a neighborhood pocket park on the east portion of the site along NE 1St Street. The pocket park must be included in the Project's site plan and must include landscape,hardscape and accent lighting features.Once constructed by the successful Proposer, the pocket park will be open to the public and therefore will be deeded to 01353549-2 Page 6 of 36 the City of Boynton Beach. The successful proposer may be required to enter into a maintenance agreement with the City of Boynton Beach for the pocket park. • Plan for inclusion of workforce housing units, for households within 80-140% Palm Beach County Area Medium Income (AMI) • Housing should be constructed with maximum efficiency and sustainability in mind (Attachment F). 11.Deed Restriction and Homeowners and Property Owners Associations The BBCRA may require a deed restriction on the use of the properties as fee-simple residential development to preserve the home ownership opportunities in the neighborhood and/or require the establishment of a Homeowners or Property Owners Association. 12.Required Elements of Proposals. Proposals must contain all of the following documents and information in order to be deemed complete. Proposals not deemed complete may be rejected. a. Provide a general written statement describing the qualifications of the proposer and background information on the principals. If the selected developer is a public corporation, provide copies of its annual report or SEC filings as appropriate. b. Provide a certificate of good standing from the Secretary of State of Florida and the state in which the corporation is headquartered, if not Florida. c. Provide a copy of the commercial lease agreement, if applicable, or proof of property ownership at the location the proposer is currently licensed to do business. If the Proposal is submitted by more than one entity, each entity much provide the requested information separately. d. Provide a list of key personnel that will be directly involved in proposed Project's development or management team, along with their professional qualifications and a list of similar projects on which they have actively participated. Provide no less than three and no more than ten related projects for this item. e. Provide a written list of similar projects developed by the proposer that were completed, including photographs, addresses, dates the projects were completed, and general project description. Provide no less than two and no more than ten projects for this item. If the Proposal is submitted by more than one entity, each entity must provide the information requested separately. f. Provide a detailed description of the proposed Project, with text and graphics. This should include but not limited to a schematic site layout plan; proposed density, intensity, and height; parking locations; a breakdown of the proposed total number of housing units and housing unit types (attached or detached), including number of bedrooms and bathrooms, and square footage for each unit type and elevations, as well as the items listed in Paragraph 6, "Architectural and Design Considerations," and Paragraph 10, "Requirements for the Proposed Project," of this RFP/RFQ document. 01353549-2 Page 7 of 36 g. Provide a proposed project pre-development, construction development and sales pro forma. The pro forma shall include and clearly identify the funding sources and costs of the Project including those of property acquisition from the BBCRA along with any proposed funding assistance being requested of the BBCRA, if applicable. h. Within the list of funding sources, provide the dollar amount of any proposer equity and investment contributed to the proposed Project. L If the Project is proposed to use subsidies from other qualified entities, proposer must provide a list of those entities and demonstrate experience with obtaining such project-based subsidies for affordable housing by listing projects and the amount and type of subsidy utilized. j. Provide a description that will indicate how the units will be sold, strategies of outreach to the end users and community, proposed sale price ranges that are supported by the financial plan and pro forma, and the Project's proposed absorption rate. k. Provide a description of how the proposer will make attempts to utilize local qualified contractors, and sub-contractors as part of the completion of the proposed Project. Documentation of this effort will be required as part of the project monitoring. 1. Provide a strategy of how the proposer will engage the adjacent homeowners in the overall development of the Project. Engagement may consist of, but is not limited to improvements to common neighborhood elements such as contiguous public sidewalks, decorative pedestrian scale lighting, landscape design, or assistance with grant funding for architectural elements that would enhance the curb appeal and contribute to the cohesive design of the neighborhood. m. Provide proof of financial capability to complete the proposed Project. Financial capability may be demonstrated by submitting a current (audited, if available) financial statement of the proposing entity which includes a balance sheet, a three-year statement of past income, and a projected one-year income statement for the current fiscal year for the proposer (and its parent entity if proposer is a subsidiary). Tax returns may be substituted for financial statements. When possible, the proposer should also submit third party evidence of the ability to secure financing such as a preliminary financing commitment letter or letter of interest from a lending institution or other primary source of investment financing. A firm financing commitment from a lending institution or other source of investment financing may be required prior to the closing of the sale of the Project property, or as otherwise stipulated in negotiated agreements between the successful proposer and the BBCRA. Information regarding any legal or administrative actions, past or pending, that might impact the capacity of the proposer (or its principals or affiliates) to complete the Project must be disclosed. Disclosure of any bankruptcies by any of the above or related entities during the past ten years must be made with the RFP/RFQ. Financial information should be submitted in a separate, sealed envelope or package and marked 'confidential.' Financial information will be accepted only from the Proposer. n. A signed written statement of intent to purchase the Project property indicating the proposed purchase price along with a statement of willingness to execute a 01353549-2 Page 8 of 36 Purchase and Development Agreement within 90 days of selection if selected.Any Purchase and Development Agreement ("Agreement") will contain performance- based criteria and milestone timelines for items such as, securing debt funding, formal site plan application, commencement of construction, limitations on transferability or assignability of the Agreement without prior approval from the BBCRA, termination provisions for failure to meet the criteria listed and other provisions to adequately define the rights, duties and obligations of the parties. The Agreement may also contain a reverter clause. o. Provide authorization to Perform Credit Check for each proposer or Business entity. The Authorization must be executed by the appropriate officer of proposer entity (see Attachments "G" and "H" Disclosure and Authorizations to Perform Credit Check forms). p. A list of all civil and criminal legal actions in which each proposer entity (and its parent entity if it is a subsidiary) is currently a named party or was a named party in the past four years, providing the case number, case description, the state of jurisdiction,and disposition (or status) of each case. Proposer(s) may include any additional relevant information. If there are no legal actions to disclose, provide a written statement attesting to this fact. q. Provide a PowerPoint presentation of the proposal, consisting of no more than 1S slides. r. All other requirements contained in this RFP/RFQ, including all attachments that request a proposal or information from the Proposer. s. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ (see Attachment"D"). 13.Submittal Requirements. a. Location and Deadline. Proposals must be received by the BBCRA at 100 E. Ocean Avenue,Boynton Beach, FL 33435 on or before October 23,2020,no later than 3:00 p.m. Eastern Standard Time (the Deadline). Proposals received after to the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted proposals and resubmit at any time prior to the Deadline. b. Form and Number of Copies. Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one bound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer along with one unbound but clipped copies of the proposal and one digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: 01353549-2 Page 9 of 36 Request for Proposals and Developer Qualifications Cottage District Infill Housing Redevelopment Project Issue Date: August 17, 2020 Submittal Deadline: October 23, 2020, no later than 3:00 p.m. c. Completeness.All proposals must be complete upon submittal to the BBCRA. d. Signature. The proposal, and any documents submitted with the proposal that require a signature, must be signed by an individual authorized by proposer to legally bind and represent Proposer. e. Failure to Meet Submittal Requirements. The failure to meet the Deadline, submit a proposal that complies with the form and number of copies requirements, or submit a complete proposal may result in the proposal being rejected and returned at the sole discretion of the BBCRA. f. Proposal validity.Proposals shall remain valid and binding on Proposers for 180 days after the submittal date. 14.RFP f RFQ Documents. The following planning and site documents are included in this RFP/RFQ and may be obtained from www.boyntonbeachcra.co (click RFPs/RFQs/ITBs Tab on right hand side). • Geo-technical Report • Project Site Survey • Property Appraisal • 2016 BBCRA Redevelopment Plan • 2009 The Downtown Vision and Master Plan In addition, all Proposers are encouraged to walk the Project location and will be assumed to have performed all necessary inspections on the property. 15.RFP f RFQ Proposal Evaluation and Selection Process. The BBCRA staff shall review each proposal and make a determination as to whether each proposal meets the minimum submission requirements for review, including whether the proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP/RFQ.A Proposer's failure to provide a substantially complete RFP/RFQ proposal submission may result in the submission not being evaluated. The BBCRA may request clarification of submitted information from any Proposer. The confidentiality of proprietary information from competing Proposers shall be maintained to the extent permitted by law. a. In addition to meeting the minimum requirements of this RFP/RFQ,each proposal will be evaluated based on the information provided and on the following criteria, which are listed below in order of importance: 01353549-2 Page 10 of 36 L Experience in completing comparable development projects within markets similar to the project area. ii. Experience in development of affordable or workforce attached and detached single family fee simple products and/or developments. iii. Project's adherence to the goals and objectives of the RFP/RFQ and referenced BBCRA planning documents, adherence to items listed in Paragraph 6, "Architectural and Design Considerations," and Paragraph 10, "Requirements for the Proposed Project,"resident amenities, and public benefits. iv. Proposed financial terms, purchase price, development and operating pro forma. v. Proposed plan or program to use local contractors, sub-contractors and laborers in the Project. b. After the BBCRA staff reviews the proposals for completeness and evaluates the proposals based on the criteria above, the BBCRA staff will present the results of the review and evaluation process to the BBCRA Board at a public meeting. The BBCRA Board will then consider all proposals that meet the minimum submission requirements for review. c. The Proposers may be asked to present their PowerPoint slide presentation before the BBCRA at their regularly scheduled meeting in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. In addition to a presentation to the BBCRA Board, the Proposers may be asked to present their Proposals before the BBCRA Advisory Board at their regular meeting. The BBCRA Advisory Board acts as a recommendation body to the BBCRA Board. d. At the conclusion of the public presentations, a proposer may be selected by the BBCRA Board. However, the BBCRA Board is under no obligation to select a proposer regardless of their ranking, and can, at its sole discretion, opt to terminate the RFP/RFQ process or continue the process to a subsequent meeting. e. The existence of a contractual relationship between a proposer and the BBCRA is contingent upon successful negotiations between the BBCRA and a selected Proposer, and execution of an agreement by both parties. Therefore, upon selection of a successful Proposer, the BBCRA and the successful proposer will then enter into negotiations for a Purchase and Development Agreement that will contain terms substantially similar to those contained in the successful proposal and this RFP/RFQ. L Any Purchase and Development Agreement must be in a form approved by the BBCRA Board and BBCRA legal counsel. ii. If the BBCRA and the successful proposer are not able to agree upon a Purchase and Development Agreement satisfactory to both parties within 90 days of the selection of the successful proposer, the proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. 01353549-2 Page 11 of 36 iii. If the BBCRA sends an agreed-upon Purchase and Development Agreement, or sends a Purchase and Development Agreement with a communication that informs the proposer that the agreement constitutes the BBCRA's final offer, and the proposer fails to return an executed copy of the provided Purchase and Development Agreement within 30 days of receipt of such agreement from the BBCRA, the negotiations are deemed terminated unless the BBCRA explicitly extends the deadline in writing. iv. The BBCRA may withdraw its offer of agreement,including a final offer,at any time prior to acceptance of such agreement. v. Upon termination of negotiations or withdrawal of the offer of agreement,the BBCRA may move forward as it deems appropriate, which may include entering into negotiations with another Proposer, re-advertising the RFP/RFQ, electing to terminate the RFP/RFQ process, or any other action it deems to be in the best interest of the BBCRA. f. Any transfer of the property from the BBCRA to a proposer may be subject to approval of the City of Boynton Beach. 16.Tentative Schedule. The following tentative schedule is anticipated for actions related to this RFP/RFQ.All dates, times, and locations are subject to change.All changes will be posted to the BBCRA's website at www.boyntonbeachcra.co . Issue Date: August 17, 2020 Request for Information Deadline: October 12, 2020, 5:00 p.m. Submittal Deadline: October 23,2020,by 3:00 p.m.,BBCRA Office Presentation to the BBCRA Advisory Board*: November S, 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: (S61) 600-9091 Email: Si on @bbfl.us b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than 5:00 p.m., on October 12, 2020.All answers to questions, clarifications,and interpretations will be issued in the form of addenda, which become part of this RFP/RFQ. The proposer must acknowledge receipt of each addenda by completing the Addenda Acknowledgement Form and including it with the submitted Proposal (see Attachment "U). It is the responsibility of all proposers to obtain, review and respond to any and all addenda issued. Oral explanations, information, and instructions shall not be considered binding on the BBCRA. All proposers are encouraged to independently verify the accuracy of any information provided. Neither the BBCRA nor any of its agents or employees shall be responsible for the accuracy of any oral information provided to any proposer, or to any assumptions made by Proposer. Written proposals to all written questions submitted shall be maintained by the BBCRA in the RFP/RFQ file. c. Limitations on Communications; Cone of Silence; No Lobbying. proposer or persons acting on Proposer's behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the BBCRA posting the notice of intended award (excluding Saturdays, Sundays, and state holidays), any employee, officer, or board member of the BBCRA concerning any aspect of this RFP/RFQ, except in writing to the procurement officer or as provided in the RFP/RFP documents. Violation of this provision may be grounds for rejecting a proposal. Further, during the same time period, proposer or persons acting on Proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP/RFQ. Communication prohibited by this RFP/RFQ,or by any other state,federal,or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the Proposer's proposal. For purposes of this section,persons acting on Proposer's behalf shall include,but not be limited to, the Proposer's employees, partners, attorneys, officers, 01353549-2 Page 13 of 36 directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the Proposer. This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP/RFQ and shall terminate 1) at the time the BBCRA Board selects a Proposer, rejects all proposals, or otherwise takes action which ends the solicitation process; or 2) at the end of the 72-hour period following the BBCRA posting the notice of intended award, excluding Saturdays, Sundays, and state holidays,whichever is later. 18.Disclosure and Disclaimer. Proposer understands and acknowledges that to the extent permitted by law, the BBCRA retains all rights, at its sole and absolute discretion,to: a. Withdraw this RFP/RFQ at any time; b. Modify the schedule associated with this RFP/RFQ; c. Issue addenda to this RFP/RFQ; d. Request additional information, clarifications, or assurances from one or more Proposers or prospective Proposers; e. Reject any and all proposals; f. Refrain from awarding an agreement as a result of this RFP/RFQ; g. Verify the accuracy of any information provided; h. Accept proposals that deviate from this RFP/RFQ; L Disqualify or reject proposals that are incomplete, untimely, or unclear; j. Re-advertise this RFP/RFQ and accept new proposals; k. Obtain economic feasibility studies or third party evaluations with regard to any part of any proposal; 1. Evaluate the proposals through any process that complies with the BBCRA Procurement Policy,this RFP/RFQ, and applicable Florida Statutes, m. Select the one or more successful proposals or Proposers it deems will be in the best interests of the BBCRA,regardless of which proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP/RFQ for all proposals or for a specific proposal; o. Waive any formalities associated with this RFP/RFQ; p. Negotiate agreements, abandon or withdraw from negotiations, approve agreements, and take other similar actions as a result of this RFP/RFQ. Any proposer who submits a proposal in proposal to this RFP/RFQ fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP/RFQ, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP/RFQ, proposer or proposer's proposal may be disqualified. 01353549-2 Page 14 of 36 19.Protests. The BBCRA Bid Protest Policy is available upon request. Submittal of a proposal constitutes acceptance of this policy. 20.Non-Discrimination. The selected Proposer,on behalf of itself,its successors and its assigns,agrees that no person shall,on the ground of race, color, disability,national origin,religion,age,familial status,sex, or sexual orientation, be subjected to discrimination in any way that is associated with the RFP/RFQ, the BBCRA, the proposal, any agreement resulting from this RFP/RFQ, or the Project. 21.Permits, Taxes. Licenses and Laws. The successful proposer will be required to pay for and/or obtain, at its own expense, all permits, licenses, fees, and taxes required, and to comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to responding to this RFP/RFQ and carrying out the Project. 22.Sensitive and Proprietary Information. The BBCRA will maintain the confidentiality of sensitive and proprietary information to the extent permitted by law. The BBCRA will consider all other information, documentation and other materials submitted in proposal to this RFP/RFQ to be of non-confidential and or non- proprietary nature and therefore subject to public disclosure under Chapter 119 of the Florida State Statutes. 23.Public Records. The BBCRA is public agency subject to 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 ai 70 ��{Ad (� SII C• \ i 9' C1 I' n v , 01353549-2 Page 18 of 36 +vm - - ac ry ma 4 dQ 4 -(b' dd 9t 30vd'SZ'e �d)NO 33015 ANNI76 tN0018'S45101 ...9Zl tStl .... (h (-aJ8d 6939tld ZEdtN'I 1.310AO SIDII4d d3HS Y < _ f £N0018'B 8 4'E Z't 510130 ShOI1t30d N W W 9NIddVkV?5NIA3AHns a�Og Btl'6��� — 8LpZ1LtiEp � 'ON7`S31V700SSd8WOt1(hV A3ANns DINdvN'JOd014 AWGNn(>e d � 3N1S lS 43N xs) t9'2tE .t. 3A&Mws < o i Lt 66 L, t a 121 w t 0 S6'fitrl *�M..SZ.tE,40NLu rr a � i — ____ —,----� _,:. .9B'Btrl 3-RAMS ti ix t xE H Z 09 x 66 LL M,9Z.tE,tON M.SZ 6E LON r F L� A d 0 1Y" i 3.97H1£>tOS b 1 �$ r _ — to A to m r� i iA w iS.tE>t t w Yf ,r I w r" a yr-ae, _ ... -- -- OtlVA3l(1O91S3NOV3S �S v . - m ¢ � 5 " � � 6 —77 $ £ _ EU" & P 2 5 $ po 21 m}, Sp g. V c a TZ g am 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. 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Xll 01353549-2 Page 26 of 36 graphics below by Looney Ricks Kiss Architects, Inc. all MEMANNOOMM �b ea t ... K= 5 T11 , w �icy �ISI it � r:�•� I\ � d1h : r "T GE1UYI1° Tn I jw�.�,� is, � a �F-4,s ] sW �, - -s� �a'� n, a,A�,?� x� � e 6�Ww A t r -k'�'��� .� � I � - I� rf", waw ll 1.a�7- rw �srwz u�ll mew a,xa��r�^r�.e•s>x4 H eat ,.drd ,daael.�z-,x..no- A i '��'�rt ec>nn c� �.,S01 1 44'4 Faa� xxV=r'4� X �xd acr vx�l:1 i=�" K`rr; f x rte° t -. �µ w graphics below by Looney Ricks Kiss Architects, Inc. 01353549-2 Page 27 of 36 e :ten „ i ll..III. I aaFs-k A-fs r i t r t j � 10 F 1 9 p f s a �s{ 4 E _ , , E f 1' k l�� i -- � 3� ''"3 �s r�raa��w�- .m+��3 d➢r Gu�.x��k.a,m� { a tt t yAll 01353549-2 Page 28 of 36 ATTACHMENT 7" ENERGY EFFICIENCY GUIDELINES CHECKLIST The respondent will ensure that, to the greatest extent possible, all construction within the proposed Cottage District development meets the following minimum standards. Through the execution of this Exhibit, the proposer is certifying that the following elements checked below will be incorporated into their development plan. Energy-efficient Construction Techniques and Products ❑ Proper installation of insulation to ensure even temperatures throughout the house per FBC-Residential requirements ❑ Installation of high performance impact windows per Florida Building Code (FBC)- Residential requirements ❑ Installation of energy-efficient HVAC systems - Energy Star compliant ❑ Installation of new Energy Star compliant products including light fixtures, LED bulbs, ventilation and exhaust fans and appliances (refrigerators, dishwashers, and washer/dryer machines) Improved Indoor Environments ❑ Building envelope, duct systems and vents must be properly sealed to prevent cracks and holes ❑ Carpet, pads, and other surface materials and installation must comply with the Carpet and Rug Institute's Green Label Certification ❑ Utilization of only low Volatile Organic Carbon paints, finishes, and sealants ❑ Utilization of proper water vapor barrier and other applicable sealing methods to eliminate any possibility of mold ❑ Installation of programmable thermostats in all units Increased Water Efficiency ❑ Installation of low volume, non-spray irrigation system ❑ Incorporation of landscape practices recommended by the University of Florida's Florida Friendly Landscape Program (http://fyn.ifas.ufl.edu/) and compliance with the Landscape Regulations of the City of Boynton Beach. ❑ Installation of low flow toilets and sink faucets 01353549-2 Page 29 of 36 ATTACHMENT "G" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For Principal f Owner: (Please use a separate form for each principal/owner) As Principal/Owner of Proposer, I (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's (`BBCRA") investigation into my credit worthiness. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my creditworthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims,past present or future,which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Principal/Owner Name: Date of Birth: Current Home Address: Previous Home Address: Email: Phone #: Signature: Date: Print Name: 01353549-2 Page 30 of 36 ATTACHMENT "H" AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer (Business EntitXL. 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. (S) Proposer imposes a sanction on,or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by,any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that proposer complies fully with the above requirements. Authorized Signature: Date Name &Title (typed) 01353549-2 Page 34 of 36 ATTACHMENT "L" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications Cottage District Infill Housing Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4 ❑ Yes ❑ No Date No. S ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other, please specify: Authorized Signature Print Name Title Date 01353549-2 Page 35 of 36 ATTACHMENT "M" CERTIFICATION OF NON-SCRUTINIZED COMPANY . as Proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the Proposal or the execution of any agreement arising out of this RFP/RFQ, the BBCRA may disqualify the Proposal and/or terminate the agreement. Proposer Name By: Authorized Representative of Proposer Date: STATE OF COUNTY OF SWORN TO and subscribed before me this day of , 20 , by . Such person (Notary Public must check applicable box): [ ] is personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) 01353549-2 Page 36 of 36 B'C-)YRC)N ,. .WWWBEACH '�CRA C1 . L ADDENDUM NO. 1 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT October 14, 2020 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of the BBCRA-owned properties within the Heart of Boynton District. These properties, collectively known as the Cottage District Infill Housing Redevelopment Project Site, are located between N.E. 41h and N.E. 51h Avenues and N. Seacrest Boulevard and N.E. 1St Street, Boynton Beach, Florida (the "property" or"Project property"). The intent of this RFP/RFQ Addendum is to address to address any errors or misprint, provide supplement information, or provide clarification when requested. Proposers submitting proposals for the above- referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the RFP/RFQ which shall become a part of and have precedence over anything shown or described otherwise. Question #1: On pages 7-9 in Section 12. Required Elements of Proposals, there are multiple instances of"If the Proposal is submitted by more than one entity, each entity much provide the requested information separately." Does separately mean that the CRA would like each team member to include this requirement in the proposal package or does the CRA intend each team member to submit this requirement separately to the CRA under separate cover? Answer: It is the intent of Section 12 to request information from the Proposer(s)where specified. The Proposer is the entity that will be entering into a Developer's Agreement with the BBCRA, not each of the professions that contribute to the Project. An example of a two Proposer submission where this would be applicable would be if a townhouse builder and a detached single-family housing builder"teamed" up to submit one proposal under one legal entity such as, but not limited to, a joint venture, LLC, or partnership. All necessary information from each builder will need to be combined into one proposal packet. Question #2: Would the CRA please specify which forms, if any, are required to be submitted by team members other than the Proposer? Answer: See response given to Question 1 above. Question #3: 3.a. Section 12, letter q. requires the inclusion of a PowerPoint presentation in the proposal. Would the CRA please explain the purpose of this/intended audience? Answer: The PowerPoint presentation will be used during the CRAAB and BBCRA Board meetings. 3.b. If the PowerPoint presentation is intended to be used in a shortlist presentation, are we able to make changes to the presentation after the submittal date and before the presentation or supplement the presentation? Answer: No. 1 Addendum No.01 Question #4: In the included Geo-technical Report, is the stated 2000 psi the maximum soil bearing capacity, or did the CRA specify this as the limit? Answer. The BBCRA did not provide any specifications prior to the performance of the Geo- technical Report. Question #5: Will the CRA consider alternatives to on-street parking? Answer. Any and all alternatives submitted by a Proposer may be presented to the BBCRA Board for their consideration as part of the Proposal. Question #6: Due to the circumstances surrounding COVID-19, would you consider permitting the submission of electronic copies instead of hard copies? Answer: No. Question #7: Please provide a list of all registrants. Answer. The following entities/individuals have registered as of the publication date of this Addendum: • Ace Development • Centennial Management Corp • Franck Gotsman • Boynton Beach Cottage District Development, LLC • Fox Ridge Capital • Aina Development, LLC • Lavoid Johnson • KHovmanian Homes • Pulte Group • WGI, Inc. Question #8: Can the CRA share any community comments with respect to previous development proposals and/or CRA development of the site? Answer. All of the meeting minutes and meeting videos for BBCRA Board meetings can be found on the BBCRA's website: www. oyntoneachcra.com Questions #9-13: Drainage 9. Can we continue to sheet flow or pipe connect runoff to road right-of-way? 10. Can we use a pre-post reduction approach? 11. The road abutting lots, can we isolate them and do a pre-post for each? 12. Can we eliminate the 25 yr berm for these perimeter lots? 13. Is Legal Positive Outfall required? Answer: As part of a Proposer's due diligence, all of the above questions regarding drainage may be directed to the City of Boynton Beach Utilities Department. Questions #14-18: Water Distribution 2 Addendum No.01 14. Can we feed the buildings from the rear? Where does the meter need to be? 15. Is there WM along NE 5th Avenue? 16. Can we have As-builts /Atlas Sheets 17. Do we need to sprinkle the buildings? 18. Meter bank or individual meters and service runs for Townhome Lots? Answer: As part of a Proposer's due diligence, all of the above questions regarding water distribution may be directed to the City of Boynton Beach Utilities Department. Questions #19-20: Sanitary Sewer 19. Is there capacity in the gravity system(s) surrounding the property (or is a lift station needed)? 20. Can SF units be served from the rear to avoid multiple roadway open cuts and new service taps in existing mains. Answer: As part of a Proposer's due diligence, all of the above questions regarding sanitary sewer may be directed to the City of Boynton Beach Utilities Department. Questions #21-25: Roadway 21. Is a 32-ft Road Right-of-Way acceptable for the interior proposed loop road? 22. Sidewalk along NE 4th Avenue is not continuous? 23. Does it span the private lots that are remaining? 24. If the above is the case, the SWK would be on private property; how do we go about this? 25. Utility taps: what are the City's restoration requirements (limits of reconstruction and milling & resurfacing)? Answer: As part of a Proposer's due diligence, all of the above questions regarding roadways may be directed to the City of Boynton Beach Utilities & Public Works/Engineering Departments. Question #26: Site Plan 26. What are the setback requirements for the various products? Answer: As part of a Proposer's due diligence, all site specific questions regarding development regulations for the proposed product may be directed to the City of Boynton Beach Planning & Development Department. END OF ADDENDUM No. 1 3 Addendum No.01 A, "14 s rtS'»3jWAISM Y q �' g RA �-;�a'&AMIUCITY` L€.,7�.�.`pYia��''i1d.6w°TAGENCY BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT Issued Date: August 17, 2020 Submission Date: October 23, 2020 Date: March 12, 2021 Corrected REQUEST FOR INFORMATION FROM SELECTED PROPOSERS At their March 9, 2021, meeting and as provided for under Section 18.M. of the Boynton Beach Community Redevelopment Agency (BBCRA) Request for Proposals and Developer Qualifications (RFP/RFQ) for the Cottage District Infill Housing Redevelopment Project, attached hereto as Exhibit A, the BBCRA Board selected three (3) Proposers and asked that each provide the additional information detailed below. The BBCRA Board Selected Proposers are: 1) Boynton Beach Cottage District, LLC; 2) Pulte Home Company, LLC; and 3) Azur Equities, LLC. The BBCRA Board is requesting additional information and providing revisions to the criteria set forth in the original RFP/RFQ's housing affordability criteria as described below: • Unless already articulated in the Proposer's original response submission, please provide a proposed plan for inclusion of Boynton Beach residents as potential buyers and provide the proposed maintenance of affordability mechanism for the housing units sold within the proposed development. • Replace 2020 Palm Beach County Area Median Income (AMI) income levels with the Boynton Beach Median Household Income (BBMHI) income levels for households within 80-140% of median income as provided below. Moderate income (80% to 120%) $52,146 to $78,218 Middle income (120% to 140%) $78,218 to $91,255 • If deviating from your original submission, provide a detailed description of the breakdown of the proposed total number of housing units and housing unit types (attached or detached), including number of bedrooms and bathrooms, and square footage for each unit type and elevations, as well as the items listed in Paragraph 6, "Architectural and Design Considerations." • Provide a breakdown of proposed unit sales prices for each unit type or model and identify the corresponding income levels of the potential homeowner based on the Attainable Housing Formula assuming that not more than thirty percent (30%) of gross household income should be expended for housing costs. Consider providing a wide range of sales prices attainable for those whose household income falls within the 80%-140% of BBHMI. Please include the costs associated with any proposed Homeowner Association fees. 1 • Proposals must be received by the BBCRA at 100 E. Ocean Avenue, Boynton Beach, FL 33435 on or before Monday, April 5, 2021, 12:00 p.m., Eastern Standard Time (the Deadline). Proposals received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted proposals and resubmit at any time prior to the Deadline. • Corrected: The requested information will be presented to the BBCRA Board at their regular meeting on April 13, 2021 at 5:30p.m. in Commission Chambers located at 100 E. Ocean Avenue. • Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one unbound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer and one digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. • All correspondence, questions, and requests for clarifications related to this RFP/RFQ must be directed to the person designated as the procurement officer for this RFP/RFQ: Michael Simon, Executive Director, Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, Boynton Beach, Florida 33435 Phone: (561) 600-9091 Email: SimonMabbfl.us • The terms and conditions as described under RFP/RFQ Section. 17. Limitations on Communications; Cone of Silence; No Lobbying; shall remain in full force and effect. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 Board had an appraisal done, which said if you have a big building and there is extra land, it is worth x dollars . Land is worth what it was worth on its own. They could not even fit a ramp to get to parking which is required under the Code, it was unbuildable. He disagreed on how valuable the land was. Board Member Katz commented he was referring to how valuable the land was to Mr. Camalier. Motion Vice Chair Penserga moved to delay the issuance of the notice of default for 30 days. Board Member Hay seconded the motion. The motion failed 2-3 (Chair Grant and Board Members Hay and Romelus dissenting.) Attorney Duhy noted the Board has not waived their right to notice the default at a later date. She agreed to contact Attorney Miskel. 15 C Discussion and Consideration of Responses to a request for Additional Information 11 from Resbondents of the RFP/RFQ for the Cottage District Infill Housing Redevelopment Project.` Chair Grant noted at one time, five people applied and they are now down to one. Mr. Simon explained the item was to discuss the request made to the Boynton Beach Cottage District LLC, Pulte Home Group, LLC, and Azure Equity, LLC, for additional information about housing prices and the Boynton Beach area median income chart. The Boynton Beach Cottage District.LLC withdrew their response after the meeting last month and Pulte withdrew their proposal yesterday, so the single proposal received during the time period was Azure Equity, LLC. That information was provided in the attachments and representative from Azure were present. The options were to select Azure Equities and commence negotiations, terminate the RFP, or request more information. Franck Gotsman, Azure Equity, was present. Chair Grant wanted to move forward working on a purchase and development agreement with the CRA. Based on the CRA's last discussion with the developer, the City wanted to rearrange their design and would likely do so with Azure. Mr. Gotsman explained they are open to a redesign and all the homes will be in the 80% to 100% of the Area Median income range. Vice Chair Penserga commented they made no mention about maintaining affordability and how to keep the homes affordable and not flipped a year after. Mr. Gotsman explained they work the highest percentage possible. There will be three parcels at 80% of AMI and the rest at 100%. The cost of construction increased and the bank is being difficult. They have come in with a product that fits the CRA with different options for houses so people can choose and upgrades should.they decide. The prices of the home are $199K. They are working closely with Keturah Joseph, at the Boynton Beach CDC on the price points. They could include a park and a bus stop for the children. He tried to talk to Ms. Oyer and left messages with her brother to include the property next to it, but has not been too successful. Vice Chair Penserga reiterated his concern how to 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 maintain affordability. Chair Grant did not want the homes to be flipped or rented. He noted they have associations, or land trusts, similar to what Habitat for Humanity does with a Community Land Trust and thought that was something the CDC could help with. Mr. Simon explained that was a different model outside the parameters of the RFP/RFQ. Mr. Gotsman commented they cannot put restrictions on people. They will work to find Boynton Beach residents to give them the first opportunities and the CDC has a list of homebuyers. He commented they cannot inform individuals they cannot sell their homes in three or four years. They are working on putting together a community that makes sense and for the long term. They are open to discussion and would be amenable to suggestions as long as it does not hinder people from purchasing the homes. Board Member Romelus was opposed to a land trust that would not allow the owner to own the property outright. The purpose of the community was to make it affordable and give the homeowners the opportunity to benefit from the equity they would build in their homes. They cannot guarantee the homes would be in affordable price ranges in perpetuity. She was not opposed to an association. Vice Chair Penserga agreed with Board Member Romelus. Mr. Gotsman explained the community can be designed in a Key West style. Motion Board Member Romelus moved to select Azure Equities. Vice Chair Penserga seconded the motion. The motion passed unanimously. 15 E. Discussion and Consideration of Letters of Intent for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard. Mr. Simon reviewed the history of the project and the various proposals as contained in the meeting materials. Board Member Katz thought Mr. Collins' Letter of Intent should be accepted. He did not know if any of the remainder of the letters could fit into the site and liked the flexibility of what Mr. Collins was offering. Mr. Simon explained the remainder of the property that is structural is not usable and that is why they are slated for demolition. The focus of the proposal would be limited to the 401 main building on the corner. Board Members Romelus, Hay and Vice Chair Penserga supported Board Member Katz's comments. Chair Grant commented his proposal requests access to all grants and they have no more funding. They could move forward with Fish Depot, but he did not know if they would move forward without the grant funds. Board Member Romelus noted the CRA has grant funds that will be allocated in the next fiscal year and businesses, if they cannot apply now, could apply next year. 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W Z Ln CdI e<jtfi^ { H Cd \ Z Cd L rn 0) ------------------ 00 V, man r-In Cd o + cry u LZ -0 o � N LnW L Ln _ E c H b 2 m 0 Ln > m Cd n cs c C 0 L o C o +J L L n C a = ci �3 a) Cd V) w E i u u *J Cn Ln >, U = c -0 _ o (D C o 0 o C C + G -FE Cd to Ln N dc = c cd Zcd O L cu � (a) kD r W Cd c u Z m w + uM 0 0 c T m z _ b0 W �� C +, N 0 'E � n d � u 0 Cd V) � LU E m cd u w V L m u O L < ? < Lj -A N N w a o ° o ❑ � v a� u d eel � Ll o v o O ❑ a '° U z I N P., G v a o o v W 0 J LL a Z - o � - - E LL - W o m 0 Q co b.0 Z E ° Q a Zi m o' C V d W 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 S, 2021 Supplemental Package, attached as Exhibit "C," as amended and approved by the CRA Board on SeptemberOctober 12, 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) 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 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 (15)years from the date of the Certificate of Occupancy except to eligible prospective buyer(s) up to 140% of the Boynton Beach Area Median Income (BBAMI) and at a_price in the same income category as the 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 191s' 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,consistency with 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 1s'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 Cityfor platting,site plan, land use and zoning necessary for the Project within one hundred twenty (120) days of the Effective Date. b. PURCHASER shall obtain approval of all platting, site plan, land use and zoning application necessary for the Project from the City within one hundred eighty (180) days of submittal of the formal application to the City of Boynton Beach. C. PURCHASER shall obtain financing for the Project, including the construction loan and permanent financing commitment, in an amount sufficient to develop the Project within 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 binding documentation necessary to evidence that financing has been obtained for the construction of the project. 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 sold 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 could not exceed $96456.25 and 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's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 24 PURCHASER. To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B." 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 PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 24 herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 24.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 24.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions,covenants,agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 24.4 Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 24 24.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 24.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial byjury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 24.8 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 24.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 24.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 24.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 24.12 PURCHASER Attorneys' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 24.13 Public Records. SELLER is a public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: 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 PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 24 confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. 25. PERIMETER FENCING. SELLER shall erect perimeter fencing around the Property pursuant to a leasing 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: PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 24 Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 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 event the 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 APRIL 5, 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 OCTOBER 12, 2021 CRA MEETING (Note:Site plan and supportive docs to be inserted as pdf for clarity) PURCHASER's Initials: SELLER's Initials: 01532955-1 ■ : 5' Si��f�3iN£i;�t°�rfE t ■ . �,�FfF�,,l,�1if£d �. s, � � � OR E F IlittII;41J,., '• � � }i t�� !i }t>}1Si , 4 ��h� fTS�� -( � � r v'�v s 4ys vkii i s i�$�t}fo"g 2f, if" ��F £ifisF 'fif3 }i�fi k { d F ([ 5 �1 � 3 w 4 £ N O �n 0 (D a "r woll ) L. 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Q ' EQ (n > U) _ 0 J w « w z � � U o O Z Qo0 2 — + L) cn w LLJ LU H . LL cn °0' w Q as �a �— Z N � Ly J _ � w0- 0 ~ w �J zV) M 2 � � F- 0 o m 0 CL w U M + V O ~ LU �' w z w QLL `� Z 0 cn 0 Z W , 0 — zLn � � z0 E O � w N 0 0 U J rs w rn LU NO u O w N 00 as 2 cu ULj ` � LU ._ - 4� M N C: �y v ZD �Y �� �}F � 1l)i�t�r3lsl�llltltil ' yr \S NO, t rrsr� t7 �' qp sftJI t � f r E� {st � �a� - k� r (t� k t� r W Qa W 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 jOwngr: (Please use a separate form for each principallowner) 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 credit worthiness. 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 AZur Equities Principal/Owner Name: Franck Gotsman Date of Birth: Nov 8th 1972 Current Home Address: 19707 Turnberj y Way Aventura Florida 33180 Previous Home Address: Email: gotsmanftol.COM Phone#: 305-984-9535 ® Signature: ,. —Date: Oct 1 st, 2020 °- Print Name• ra otsman ay v , , Page 30 of 36 U W Qa W ATTACHMENT"H" AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer(Business EntlW: 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 r -4 4L Current Business Address:.297,57 NE &pa d FL 331 Esv Federal Tax ID# State of Incorporation: f LCWZ10A Phone#: Authorized Signature: .w Date: oct 21 St 2020 Print Name.F k OtS Il Title: HIS { it 1t7-Partner- 0 art- l0 Q 0 0 "' Page 31 of 36 Ca ,¢as 0 U W Qa W ATTACHMENT"I" AUTHORIMMON 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 THE FOREGOING INSTRUMENT was acknowledged before me this day of 2020,by2�f1CL' a>{5mc�/I who is personally known to me or who has respectively produced as identification and did not take an oath. Notary Publicj � I '' '�6 `FR I4 Kari Croft Curtis Print Name: iLN&L Q&ff NOTARY PUBLIC err Y� Commission No: 66,711-"f'-,' (Seal) u� STATE OF FLORIDA 2 Comrn#GG911452 My Commission Expires: ___ ���F�a Expires 91912023 Name: 'eilS ld kts 1 �d (e Home Address: � P- 3 Home Telephone Number: Business Telephone Number. Fax Number: Date of Birth: ® Professional License Number. Et G 4 t 1 N n- Proposer(Business)Name: v Page 32 of 36 v� CJ W Qa W ATTACHMENT"I" AUT[JJORIZATION 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 10formation in your possession regarding the business identified as"proposes" el By: STATE OF FLORIDA COUNTY OF PALM BEACH a� THE OR GOING INSTRUMENT was ackn edged before me this 1 day of )=1 2020,by �'L2.0"i0—K E110ts an who is personally known to me or who has respectively produced as identification and did not take an oat . Notary Publi Kart Croft Curtis Print Name: 71% ;� NOTARY PUBLIC Commission No. 6 �t t (Seal) STATE OF FLORIDA 2 Comm#GG911452 My Commission Expires: _ 61 ?-i'i�9 Expires 91912023 Name: 1 41 Cto tS.tte .�1 Home Address: SCJ !vin &j .4 Home Telephone Number: Business Telephone Number: r ' Ca Fax Number: Date of Birth: 0 Professional License Number: 0 Proposer(Business)Name: 0 v aasss r Page 32 of 36 0 5 CJ W Qa W 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 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 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 r ori Signature 44 Franck Gotsman Print Name Managing Partner Title Oct 21 st, 2020 Date �n 0 0- 0 0 -2 Cy 8 Pa a 33 of 36 a��sua�,z 5 tJ W Qa W ATTACHMENT"K" CERTI KATION OF DRUG FREE WORKPLACE PROGRAM I certify that Amr Fqdtips 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. ca ® Authorized Signature: _ x� Date__2C_ 215t, 2�2� OL IF ® ra ck Gotsman, Managing Partner Name&Title(typed) g g v arax3saax Page 34 of36 L) W Qa W ATTACHMENT"I." 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.191 Yes ❑ No Date Oct 17th, 2020 No.2 0 Yes ❑ No Date Oct 17th, 2020 No.3© Yes ❑ No Date OCt 17th, 2020 No.4© Yes ❑ No Date Oct 17th, 2020 No.5® Yes ❑ No Date Oct 17th, 2020 RFP/RFQ INFORMATION WAS OBTAINED FROM: Q BBCRA Website ❑ Newspaper Ad ❑ CityHall ❑ Other,please specify: A on ignature Franck Gotsman Print Name Managing Partner Title ® Oct 21 st 2020 0- 0 Date " t32 Page a 35 of 36 cr�ar�w.,a L) W Qa W ATTACHMENT"M" CERTIFICATION OF NON-SCRUTINIZED COMPANY Azur EgUitieS . 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�A COUNTYOF MIAMI— ,DAIDe SWORN TO and subscribed before me this AL day of Qt � 20 by iffiznae065zna! Such person(Notary Public must check applicable box): [Q is personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Kublic Kari Croft Curtis NOTARY PUBLIC (Printed,Typed or Stamped Name of Notary Public) sTATE OF FLORIDA Comm#GG911452 Ke{ eeoovT e.u.27r s Expires 919/2023 ch O 0- 0 O i -2 Page 36 of 36 g 0 V) L) W a City of Aventura W -°=ter Community Development Department 19200 West Country Club Drive Aventura,FL 33180 305-466-8940 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 33160 BUSINESS ADDRESS: 2875 NE 191 ST 600 AVENTURA, FL 33180 BUSINESS TYPE; SERVICES/LAND DEVELOPMENT USE SPECIFICS: OFFFICE USE ONLY DATE: 8/26/2020 THIS CERTIFICATE MUST BE POSTED ON PREMISES E 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 L) W a City of Aventura U 4a Community Development Department W "N 19200 West Country Club Drive Aventura,FL 38180 ► 805-466-8942 0P 8/26/2020 AZUR EVOLUTION 1 LLC 2875 NE 191 ST 600 AVENTURAFL 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 Restrictions: OFFFICE USE ONLY 0 0- 0 0 .v 0 cityofaventura.com L) ("Vo i w L) 101202020 Detail by Entity Name <O w �.Or o , rtment of Stats ! Divlsron of Coroorat'w�n d arch Reeortls d y Detail by Entity Name Florida Limited Liability Company AZUR EVOLUTION 1,LLC f&g Information Document Number L19000088999 FEI/EIN Number 84-1788216 Date Filed 04/01/2019 Effective Date 03/27/2019 State FL Status ACTIVE Principal 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 Bgglstered ggent Name&Address SMOLER,BRUCE J 2611 HOLLYWOOD BOULEVARD HOLLYWOOD,FL 33020 Authorized Personla)Detail Name&Address 0 0- 0 Title MGR AZUR EQUITIES,LLC v 2875 NE 191st St. ® Suite 600 Aventura,FL 33180 Title AMBR searcbsunbiz.org/InquirylCorpomtionSearch/SearcbResultDetaii?inquirytype<EndlyName"reeGonType=lnitial&seamhNameOrder—AZUREVOLUnONI L1900,.. 1/2 L tJ ("Vo i w I0R0/2020 Detail by Entity Name <a Touret,Sacha w 2875 NE 191st St. Suite 1300 Aventura,FL 33180 Anntgal& Report Year Filed Date 2020 02/2412020 Document Imag 02r2412020-ANNUAL REPORT Vim image in PDF format 4107t2Dt9-Ffodda-L_Imited bili& View image in PDF format ClS th O 0- 0 O L O (/a O g7 CQ searchsunbiz.org/Inquiry/CorporationSeamh/Se=hResWtDcW]?inguirytype=FntityNarm&dimfloitTypFinitinl&seamhNamtOrder-AZUREVOLLMONI L19DO... 212 i tJ ('Vo i w —D�_ u IOf2012020 Detail by Entity Name <U w g 3 tnartmert❑f Still, f Divtslon 41 Com9!'etbns J S__ Records I SidY_EMY-R M I Detail by Entity Name Florida Limited Liability Company AZUR EQUITIES,LLC eflDgjnfgnna9= Document Number L14000162367 FEIIEIN Number 47-2114634 Date Filed 10/17/2014 Effective Date 10/17/2014 State FL Status ACTIVE Principal Address 2875 NE 191st SL Suite 600 Aventura,FL 33180 Changed:03/17/2020 IgIlII.IgAddress 2875 NE 191st St. Suite 600 Aventura,FL 33180 Changed:03/17/2020 &gIstered Agent Name&Addixia PATRICK VIVIES CPA,PA 4000 Hollywood Blvd Ste 285-S Hollywood,FL 33021 ca 0 Address Changed:03/17/2020 0- 0 Authorized Person(;)DeWfl n' Name&Address v Title Manager h COHEN,PASCAL 2875 NE 191st St. Suite 600 Aventura,FL 33180 searchsunbiz.org/hpuiry/CorpomtionSemWSearchResultPetail?inquirytype=EndtyName&dimcdonTYpc--IWtinl&senrchNmnLtorder—AZUREQUrr[ES L14000162... 1/2 i 0 CJ (""VO i W -D' 10190/2920 Detail by Entity Name � dAnnuaIR pada W Report Year Filed Date ► 2018 04/25/2018 ' 2019 04/30/2019 2020 03/17/2020 Document Intagol 63!47!20218-ANNUAL REPORT View image in PDF format 64/36120 4 9-ANNUA REPORT View image in PDF format 64/a5rz a-ANNUAL E ORT View image in PDF format 0514 6/26 47--ANNUAL REPO T view image in PDF format 04/'401 15 m ANNUA REPORT View image un PDF format ()2jQ2j2QJ5-ANNI,&L REPORT View image in PDF format 16/47/20]4-Fionda umiteo LtabumtY. View image to PDF format C6 th O 0- 0 O L O .�2 O f/a O O 07 16 searchsuabiz org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EnfityNartte&direcdonType=Initial&searchNanwOrder-AZURE12U1TIFS L W000162.,. 212 L O tJ W Qa W TURNBERRYPLAZA OFFICE BUILDING LEASE By and Between TURNBERRY PLAZA,LTD., a Florida limited partnership, as Landlord, and Azar Evolution 1 LLC a Florida Limited Liability Company as Tenant E 0 0 0- 0 0 .v 0 ® 3495587G.I h L U W <J TURNBERRYPLAZA AVENTURA, FLORIDA LEASE SUMMARY Effective Trate: Landlord: Turnberry Plaza,Ltd. a Florida limited partnership Tenant: Azur Evolution 1 LLC.,a Florida Limned Liability Company Premises: 3,388 rentable square feet located on the 6th floor of the Building Paragraph 1.1 and more particularly described and outlined by the floor plan attached hereto as Exhibit"A" Building: Turnberry Plaza Paragraph 1.1 2875 NE 191 Street,Suite 600 Aventura FL 33180 Rentable S care Foota a of the Bail in 108,330 rentable s oars feet Project: That certain real property more particularly described by the legal Para a h 1.1 descri tion attached hereto as Exhibit"B" Suite plumber: 600 'T'enant's Proportionate Share: 3.12%(3,3881 108,330) Para ra h 2.1 b 2 Lease Term: Sixty-Two(62)months Para a h 1.2 Lease Commencement Date: One Month from Lease Execution --Paragra h 1.2 Rent Commencement Tate: Sixty(60)days from the Lease Commencement Date. Para ra h Expiration Rate: The last day of the complete calendar month that is the 62"month Paragraph 1.2 from and after the Scheduled hent Commencement Date Base Rental: For the first year of the Lease Term,the initial Base Rental shall Paragraph 2.1 be$28.00 per rentable square foot based on a triple net basis,plus applicable taxes. Base Rental Escalations Commencing on the first anniversary of the hent Commencement ® Date, and continuing on each anniversary thereafter, the Base Q Rental shall increase_by three and a half 3.5% er annum. ® Current Year Estimated Operating Expenses: Calendar Year 2019 n- Paragraph 2.1(b) The lease shall be a net lease and tenant shall 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 ® payments are to be made monthly in advance based on landlord's projection,with a reconciliation of overpayment or underpayment ay at the end of each calendar ear of the lease term. 74455876.1 h L U W <j £�z Such expenses for 2014 are estimated to be $12.00 per rentable Square foot, Permitted Use: General office use Para a h 3.1 Security Deposit: Tenant shall submit$22,586.67 as a security deposit, which shall Paragraph 2.2 be kept by landlord for the full duration of the lease Ter . The security deposit must be submitted with Lease prior to Landlord execution. Guarantor: N/A Para a h 8.15 _ Landlord's Address for the Mailing of Payments: 2875 NE 191 Street Paragraph 2.1(a) Suite 303 Aventura,Fl.33180 Attn:Prope!jy PropertyManager Tenant's Parking: If available,Tenant shall have the right to lease three(3)reserved Paragraph 8.9 parking spaces at the prevailing Parking Rate when parking 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. Tenant's broker: N/A Para a Ft 8.2 Tenant's Address for Notices: Azur Evolution 1 LLC Paragraph 6.1 Turnberry Plaza 2875 NE 141 Street,600 Aventura, FL 33180 Landlord's Address for Notices: TurnberYy Plaza Paragraph 6.1 2875 NE 191 Street,Suite 303 Aventura, FL 33180 cerin Attn:Pro perty Mana er 0 Improvement Allowance: See Exhibit C attached hereto 0- 0 n Reanewal Option; See Exhibit F attached hereto v Personal Guarantee N/A 0 c� 2 ® 34955836.1 h L C� U W Qa W £�z ' IN WITNESS WHEREOF,the parties have hereunto set their hands and seals the day and year first above written. LANDLORD: WITNESSES: TURNBERRY PLAZA,LTD, a Florida limited partnership By: CJA Holding Corp. a Florida limited liability corporation,its General Partner Pri t Name: F, By: me° Date: a l t "TENANT: Azur Evolution 1 LLC., a Florida Limited Liability Company t Name: Bya w, 1 ft ami 'E Title______________ _,.._. _. _.---------- ri Ne: €� �. Date: ' 7"A `A V) 0 Q 0 0 .v V3 0 � 1 34955836.] �Y L U W Qa W 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 day of 20 y M ........... 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Im U Uo c v "o co Er - vmi�o V E m° o >En"mNm� J v� oN oEN ��-0 o��o2r T,a` z¢ zwo o ¢>F a`zrc q,"�zr`o u� >`� z L Ly _ . L o _ _ F vN v - -S 7 U m" - v v q m_ _ _ a aw my °a m c m- w m `uo o9mua as °n= zQOa °Eam E OmwN En 0.z= yw0 caumL°o CO s ZW MUy K vE� maU OE'E -c _ N s �m d Z c-E c� w a A n V.L.-m o f m e w .E m a m E o rc.a om.°-_' E' v a41 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 OLD BUSINESS AGENDAITEM: 16.13. SUBJECT: Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue SUMMARY: Subsequent to the September 14, 2021, CRA Board meeting, at the direction of a CRA Board member, staff and legal counsel revised the Purchase and Sale Agreement for the 511, 515 and 529 E. Ocean Avenue properties (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 Agreement was executed on September 20, 2021 by the CRA and the property owners, 500 Ocean Properties, LLC (see Attachment 11). A critical dates list was developed for the project (see Attachment III) and the following progress has occurred since the September 14, 2021, CRA Board meeting: • CRA commenced its due diligence process • Progress has been made towards underwriting with Valley National Bank • 500 Ocean Properties forwarded the leases and owner's documents to the CRA • Existing lease with Florida Technical Consultants, LLC, which will expire on October 14, 2021, has been extended to October 14, 2022, with a 90-day written notice of termination. This was approved by the CRA in accordance with the executed Purchase and Sale Agreement (Attachment IV) • Initial $50,000 deposit has been forwarded to Escrow Agent with second deposit in amount of $150,000 due by October 15, 2021 • CRA received title commitment and clear title may be obtained. Staff will provide updates to the Board at the November 9, 2021, CRA Board meeting as milestones are accomplished in accordance with the Purchase and Sale Agreement and due diligence reports are completed and reviewed by CRA staff and legal counsel. FISCAL IMPACT: $3,600,000 Purchase Price with $2,700,000 (75%) to be paid by a 5-year short term commercial loan with Valley National Bank with remaining to be funded in cash by CRA FY 2021-2022 Budget, Line Item 02-58200-401, $900,000 (25%) CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach CRA's Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I -Aerial Map of Parcels D Attachment II -511, 515, and 529 E. Ocean Avenue Purchase and Sale Agreement D Attachment III -Critical Dates List for 511, 515, and 529 E. Ocean Avenue D Attachment IV -CRA approved FTC, LLC Lease Extension `I a) > , p n) ) � fi 3 fa 'E v ° m m > n) O — m a) U 0 I in s m v E > U U Q n3fan3 fa f6 J T � 3 > O `((t a) s s E Q c: 1 m 2 w 2 J 2 fam p w O OL -o sa Y i � _0 0 a) a) 0 ( 1,, o > aa)) aa)) -0 ami .> w m d a m o L� Q a) LL E M ro w uj . Z O2 Z Z LL ILO V > LM 9 O— O Lu M �--� LL O O m M O .� Ln .--i O 'j .--i If1 .i Ln .--i N c-6 N N O M .--i f6 N Ln O a .. Ln .. .. N .. .. Ln N .. a) N .. a) N .. a) N .. m a) � ol a) m a) m a) m a) m a) N m r' 0 3 p 0 3 p 0 3 p 0 3 p 0 a O Q a 0 a Q O a a 0 a Q 0 u n I I 'U Z�f ` Q MAI E I �� �3► uo � al t'} - a I PURCHASE AND SALE AGREEMENT This Purchase andl nt( rei r" )Is made and entered Into s of the Effective (hereinafter defined), by and between BOYNTON BEACH REDEVELOPMENTlic agency created pursuant Chapter 163, Part Ill, of the Flora s (hereinafter "PURCHASER") and SOD Ocean Properties, LLC (hereinafter 'SELL "). In consWeration of the mutual covenants ande in set forth,the Parties hereto agree as fol . PUKHASE A11D j&W&BQP= ll and convey PURCHASER andu nd acquire from SELLER, an the terms andn hereinafter , the Properties Wated In Pal Beach County, Florida (the aPropertlee) 9nd more particularlydescribed ll Lot 10 and the West 7 feet 8 Inches of Lot 11, Less the South 8 feet (Ocean Avenue R/", Block 4 TOWN OF BOYNTON, according to the plat thereof,as recorded in Plat Book X Page 23, ` f the Public records of Palm BeachCounty,Florida And Lot 11, Less the West 7 et 8 Inches,Less the South 8 feet Avenue ), ,according to the plat thereof,as recorded In Plat Book 1,Page 23,of the Public Records of Palma ,Florida. And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, accordingthe plat thereof, recorded in Plat Book 1, Page 23, of the Public Records 'Peachun ,Florida. Property Address: 51L 513% and Sn East 1. PURCHASE PRICE AND PAYMENT. u r the Property shah ill... n Sbc Hundred ThousandIla ( ), payable in cash, by wire transfer oU nited States Dollars at the Closing. ' 1 ii SELLER's inftisisi Purchase and Sale Agreement Pap 2of1 3. DEPOSIT. 3.1 Eafflest on v o N Within five( )Business Days after the execution of the Agreement by both parties, PURCHASER shall delver to Lewis, Longman&Walker, P ( ne) a deposit in the amount of Fifty ThousandIla ($%000.00) ( h "Initial Deposre). Provicling thisn Is inaterms , PURCHASHER shall deliver to Escrow Agent an additional deposit In the amount of One Hundred Thousand o! ( , on or before October 15t 2M1. The Initial Deposk and additional p sit are hereafter referred to a i . 3.2 AagilcoggoiDIshursemoi,,gf,,L)e2glit, The Deposit shall be applied an disbursed s follows: Providing this Agreement is not terminatedeither party pursuantthe terms set forth herein, Fifty Thousandit be releasedSELLER withinthe expiration of the Feasibility (hereinafter fine ). The remainingp shall be deliveredE a Closing, and the PU RCHASERsha II receive a credit for the Deposit againstPurchase ri . If this Agreement Is terminated duringthe Feasibility for any reason, the Depositshell be Immediately fun e PURCHASER. If this Agreement Is terminateda default, pursuant to Section 12,the Deposit shall be delivered to( r retained by,as applicable) on- f , and the non-defaulting Pa shall have such additional rights, If any, as are providedIn Section 3.3 Escrow_Agent. PURCHASER andauthorke Escrow Agent to receive, deposit and hold funds in escraw and,subject to clearance,disburse them upon proper autharbAon and In accordance with Florida law and the of this Agreement The parties agree that Escrow AgentWill not be gableo for misdeliverV of escrowed PURCHASER andSELLER, unless misdelivery willful breach of this Agreement or gross negligence. If Escrow AgentInterpleads the subjectr Escrow Agent ill pay the filingand costs from the os n will recover reasonable attorney's fees and coststhe escroowed funs which are charged awarded as court costs in favor of the prevailingparty. All claims againstt will be a rbltrated, so long as Escrow Agents to arbitrate. 4. gFJ . E E The date of this Agreement( e Date ) shall be the date when t st one of the SELLER andPURCHASER has signed this Agreement. S. Q2$1M. The purchase and sale transaction contemplated herein shall dose o or before December 17, 2D21( a'Closing ), nle extended by written agreement,signed t , extending the Closing. However,In no event whomever shallt Closing r later than December 31, 2MI. 6. Tlyg]n E CQhIVEYED. At Closing, SELLER shalt convey tD PURCHASER, SELLM initials Purchase and Sale Agreement Pap 3 of 1 Spedal Warranty Deed1 it the requirements of the1 nt(hereinafter defined), valid, a e b and lrisurable title In fee simple the Property,free and dear of any and all lens, encumbrances, conditions, easements, rl ions and other conditions except only the following(collectively, 'Permitted Exceptionsm): ( ) general real taxesestate and special assessments for the year of Closingn u uen t due and payable; ( ) covenants, conditions, easements, dedications, rlights-cf-waV and matters record Inducled on the Title Commitmentor shown on the Survey ( n In Section , to hich PURCHASER falls3 or which PURCHASER agrees to accept, pursuantSection 7.1 and Section 7.2 hereof. 7. FEASIOWTV_ PERIOD. The PURCHASER and Its designeesshall have from tho Effective Date II November 1Z 2MI (aFeaslbilkV Parlocr), at PURCHASEWs expense, to make Inquiries which PURCHASER may deem necessarydetermine a suitable r Its Intended we and to enter upon Property, at anytime to time with reasonablenotice to SELLER and so long tresult In a business Interruption, to perform any and all physical tests, inspections, valuation appraisals and Investigations of the Property, Inducling but not limited to Phase i and Phase it Investigations. During this Feasibility Period, PURCHASER may elect, In C SE 's sole and absolute d1wation, to terminatethis Agreement and receive back theDeposit, provicied that PURCHASER es SELLER with written notice E ' s terminate the Agreement prior to time on the last day of the Feasibility Period. Soul PURCHASER fail to providei rior to 5:00pm Eastern time n the fine I day.of the Feasibility Period, PURCHASER will have waiveditterminate the Agreement pursuant to this , the II become non-refundable to PURCHASER(except In the event of a material default by SELLER),and the parties shall proceed to Closing on the terms and conditionscontained in. If PURCHASERlterminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the , subject to such disturbanceas was reasonably e sa or convenlent forte testing and Investigation of the Property,(i1)to the extent practicable, shall repair and restom anya E ' testing and i n; a (11ase to SELLER, at no cost all reportsn h r work product generated as a result of the PURCHASERsIn Investigation. PURCHASER hereby es to Indemnify and hold SELLERharmless from and against all dalms, losses, expenses,s, man s and liabilities, Induclift but not limited to, amrney'sfees,for nonpayment for services rendered to P (Iniluding, without Imitation, any construction liens resultingtherefrom) or for damage to persons or property (subject the limitation on practicability ) arising out of PURCHASEWs. Investigation o the Property. However, PURCHASEWs Indemnification obligations shall ncot exceed Its statutorylimits of sovereignImmunity ithi n 768.28, Florida Statutes, and PURCHASER does not waive its sovereign Immunity h . ' obWlons under a ion shall survive the termination,expiration orClosing of this Agreement. 7.1 MII&YJIME, Within twenty( ) days of the Effective , PURCHASER shall obtain, at the PURCHASEWsnse, from & Title Company chosen by PURCHASER e. PUC s Initials: ��'`j1 SELLER's Initials: Purchase nd Sale Agreement Page 4 of7 (hereinafter l Ca pan ), a Title Commitment sl t insure in the amount of the Purchase Price subjectonly to the Permitted Exceptions,together with completelegible all Instruments a s conditions r exceptions In Schedulethe Titlen ll assessments, outstanding utility charges, liens and other matters not constitutingI Ins and that can b cured with the payment of moneyshall be paidr to or at closing from SELLEWs proceeds. PURCHASER shall examine the 'ritle Commitment and deliver written notice SELLER no later than thirty( )days after the Effective Daft notifying E any objections PURCHASERhas to the condition of tit (hereinafter'Title Objections"). If PURCHASER falls to deliver the Title ObjectionsSEMER withint rt ,title shall be deemed accepted subject conditions set forth In the TitleCommitment. If PURCHASER timely delivers the Title Objections,then s either cure and remove the Mtle Objection(s) or provide notice to PURCHASER that SELLER will not cure such title J (hereinafter "Cure Period"). in the event that SELLER Is unable or unwilling to cure remove,and or cause to be cured and removed, the TitleObjections i the Cure Period, then PURCHASER, i 's sale and absolutediscretion, shall have the option o (1) accepting the title as it then Is and proceedingsin it reduction in the Purchase Price and all such Title Objections that SELLER dechnescure shall become Permitted Exceptions, or(ii) canceling andr fn i h In which ,the Deposit shall be returned to PURCHASER n the is shag her obligations or liability hereunder, except for those x i n of this Agreement. Should elect to accept the title s it then Is and proceed to Closing, i ll still be required all assessments, outstandingcharges, liens,and mortgages due and payables of the Closing. In no event shall SELLER be requiredto commence litigation to cure any title or surveydefect,encroachment,or encumbrance. Prior to the CAosing, PURCHASER shall have the right to cause the Title Company to Issue an updated Title Commitment (ONe Ucovering the Property. If any Title Update ins any conditions that arose after the effective date of the title commitment and causedwere or allowed to occur by SELLER andwhich i r In theI nt, and such Items render title unmarketable, 5 shall have the right to object such new or different conditions in writingr to Closing. fl rlghts and objections of the Parties with respect objections risi hshall be the same as objections items appearing in the Titlef j s of this Section. 7. . 5urvey &_v1-. PURCHASER, at PURCHASER's expense, shall obtain current boundary u y (the ) of the Property, Indicating a number of acres comprising the Property to the nearest I/WMh of an acre. if the Survey disdoses encroachments n the Property or that Improvements located thereon encroach on setback lines, easements, Ins of others or violate ny restrictions, covenantsof this or applicable n l regulations, the same shall constitute a title fe and shall be governed the provisions of Section 7.1 con f Objections. ver, In no event shall S i commence litigation n title or survey or ` PURCHASM I iti SELLER's I itI I . r Purchase n Sale Agreement Page 5 of 17 encroach me nt,or encu mbrance. 7.3 SEUER Deliveries. SELLER shall deliver to PURCHASERfollowing n and Instruments withint (3) business days of the Effectiveof this Agreement, except as specifically In I . 7.3.1 Copies of lanes for all commercial and residential tenants ing the Property. 7. .2 Copies of any reports or studies (including en to rl environmental, soil borings, and other physical Inspection , in SELLEWs possession or control with respecte physical condition or operation of the ,If any. 7.3.3 Copies of all licenses, variances, iv , permb (including not limited to all surface water management permits, wetiands r lconsumptive use permits andvl n I resource permits), authorizations, and approvalsrequired law or by any governmental or private authorityhaving jurisdiction r the Property,or any portion ( I Approvals"),which are material to the use or operation of the Prope rtV andin SELLEWs possession, any. 73A At Closing, shall execute and deliver to PURCHASER any and all documentsend Instruments requiredPURCHASER,in PURCHASER's sole andabsolute discretion, hich: (Q effectuate the transfer to PURCHASER of thoseov rn I or portions thereofis are applicable the Property, that PURCHASERdesires to have assigned o it, and/or ( ) cause the Property to be withdrawn from anyGovernmental Approvals. SELLER will not be requiredincur expenses to providesuch documentsan Instruments. o later than twenty ( prior to thei , SELLER shall remedy, restore, and rectify any and all violations r I Approvals (including, but not limited , any and all portions of the surface r management system, mitigation areas or other Items which do not comply with the Govemmental Approvals or applicable rules), if any. SELLER ns that there will not be, at thetime 11 any unrecorded Instruments affectingWe to the Property, Including but not limited any conveyances, easements, licenses r leases, CONDITIONS - i . PURCHASER shall nobligated to close on the purchasethe Property unlesseach of the following n ins(collectively,the "Conditions to 11 ) am either fulfilled or waived by PURCHASERIn writing: . . RegrespoWligarls and WarMM& All of the representations and warranties of SELLER containedin this Agreementshall be tnie and correct as of Closing. .2. physical condition of the Property shall b ' Initials: ,, SELLER's Initials: Purchase and Sale Agreement Page 6 of 1 materially the some n the date of Closing s on the Effective Date, reasonable wear and tear excepted. 8.3. PendInZ_ProMed1nFj, At Closing, there ll be no litliption, claim, action, or administrative agency or other governmental proceeding, of any kind whatsoever, Nether pending, actual, or threatened, that would affect the Property, which has not been disclosed,prior to Closing, n C . s and Regulations. The Property shall be In compliance with all applicable federal, state andi laws, ordinances, rules, regulations, requirements,licenses,permits ando ions as af thedate of Closing. Property II y t t t time of Closing J on ®x leases referred to In Section 7.11 above. After the Effective t t,Sailer shall be permitted to renew existingleases affecting the Property provided that II such renewal leases provide the landlord a nine ) right of termination, do not exceed a term of one Veer from the date of renewai, and that any ternu whatsoever that differ from the current lease r thant lease expiration subject I or rejection by PURCHASER. 9. QDSINGePURCHASER ll prepare, or cause to be prepared, the Closing t forth In this Section, except for documents prepared by the PURCHASER'PURCHASER's Titlein shall execute anddeliver, or cause to be executed ei the following documentsInst (collectively, "Closing o n , . Japed. A Special Warranty Deed ( h ") conveying valid,good, marketable and insurablesimple title n r of all liens, encumbrances and other conditions of title otherthan the Permitteds. .2 121ler"s AffMlXks.121r" SELLER shall fumish to PURCHASER and Title Company a customary o n is affidavit attestingt @ bestof b knowledge,no Individual r entity has any claim i under the applicable llen t ; and that there are no partiesIn possession of the Property other then SELLER. SELLER shall also furnish non-foreignv . In the evet SELLER Is unable t 'de live r its affilaffild evits refers need above,the same shall be deeined an u neured title . Closingclosing n h the Purchase price, the II credits, adjustments and prorations. between PURCHASER andII costs and expenses to be paidat Closing, n net proceeds due SELLER,which PURCHASER shall so execute and deliver at Closing. OmAto Docuarn Documentationrequired r title to the ar t sPURCHASEWs Inithils. -i -` SELLEWs initials. i Purchase and Sale Agreement Page 7 of 17 Property f all liens,encumbrances and ,if any,otherthan otherPermitted 1 ns. .5. Add An1LQgg1M1= Suchr documents as PURCHASER or the Title Company may reasonably t that SELLER execute and dermer,and any other documents requiredis Agreement or reasonably necessafy In order to close this transaction effectuatetheterms of this . CLOSINGM EBQMONS,CLOSING GM AND rents,10.L Prorations. Assessments, Interest, Insurance and other expenses of the Property shall be prorated through theloi shall have the option of taking r existing policiesinsurance, assumable,In whichpremiums shall be prorated. Cash at Closing s ll be Increased or decreased as may be requiredr Ins throughto be made h r to Closing. Advance rentand security deposits,If any,will be credited . Taxes shall be proratedupon the current yeaes tax with due allowance r maximum allowable . ll comp with SectionIV Florida Statutes,with respect to the payment of prorated ad valorem taxes for the year of closing Into I II is Office. in the event that, following the Closing, l amount of assessedI pmperty tax an the Property for the current yearls higherthani used for purposes of the Closing, s shall re-prorate anyi r credited basedon suchestimate aslfpaid In r. This shall sufvIve the Closing. . . SRAGWI ROL Uens. Certified, confirmed and ratified special assessment liens imposed by publicl sin . Pending liens s of Closingshall be assumedPURCHASER. If the Improvement has been substantially completed as of the Effective Date, any pendinglien shall be consideredcertified, confirmed or ratified and SELLER shall, at ClosInL be charged an amountl to the last estimate r assessment for the Improvement by the public Closina Cost& PURCHASER shall be responsibler recordingII general closing expenses (settlement ur r fees, ovemight package, etc.), all title insurance expenses, documentary sumps an the deed, and any expenses associated PURCHASEWs financing. ill pay their respective attorney's fees. Otherthan SELLER yin r , PURCHASER and SELLER agme that the transaction contemplated this Agreement shall be"net"to the SELLER withyin II costs associated with the tra nsactio n other than SELLEWs a y's ure. PURCHASER shall fund the Purchase the credits, offsets andherein. C (as applicable)shall execute and deliver to ClosingClosing sin sh II, at otimms PURCHASER'S Initials SELLER's Initials; , Purchase IAgreement Closing:Page 8 of 17 (1) disburse the sale proceeds to SELLER; (II) deliver the Closing Documentsn a 'marked-up"ntle Commitment to PURCHASER, andr, record the Deed and other recordable Closingin the appropriatepublic records. lflg, MoM&2A ApdAt Closing, shall obtain, or cause to be obtained, s fa r release of record of all mortgages, liens applicable c ri COVENANTSIL REPRESENTAMNS, induce PURCHASERr Into this Agreement, SELLER makes the following ,all of which,to the best of Its knowledge,in all material respects and except as otherwise provided in thW Agreement(1) are now true, and(IQ shall be true as of the date of the Closingunless receives Information to the contrary, and (III) shall survive the Closing. In that PURCHASER Ii be provided immediate notice to the following representations: 11 At all t s e Date until priorto Closing, shall keep the Property(whether before or after the date of Closing) clear of any mechanies or material n's llensfor work or materials fumished to or contracted for,by or on behalf of SELLER prior to the Closing,and SELLER shalll a fen and hold PURCHASER harmless from against allx nd Kablilty in connectiont (including,without limitation,co u rt costs reasonableand rn s ). 11.2 SELLER has no actual knowledge nor has SEU.ER received any notice litigation, i ,action or proceeding actual orh in r the Property by any organization,person,Individualorgovemmental agency which (as to anythreatened litigation,claim,action or proceeding,Ina materiallyv fashion)the use,o lue of the Property or any part thereaforwhicho otherwise relate 11.3 SELLERhas full power and authorityr Into this Agreement and assume and performobligations hereunder in this Agreement. SELLER does rot and will not conflict it In the breach of any conditionor provision,or constitute a defaultunder,or result In the creation orImposition o lien,charge,or encumbrance upon th r rt or assets of the SELLER by reason ofthe terms of any contract,mortgage,lien, s , agreement, Indenture, Ins r judgment to which the SELLER Is a party of which is or purports binding the SELLER or which effects the E ®no action by any federal,stow or municipal r other govemmental agency department, commission, board, bureau or Instrumentality necessaryto make thIsAgreementa valid Instrument bindinguponthe SELLER In accordance with its terms. 11.4 SELLER representsill not,between the AgreementandtheClosing,withoutr r t, lch consent shall not be unreasonably i I r delayed, except In the in st , create any m rna PCU sInitials."", SELLEWSI Purchase and Salet Page 9 of 1 encumbrancesnthe . For purposes of this provisionn "she II mean any liens, claims,options, or other encumbrances,encroachments, rights-of-way, leases, conditionseasements, covenants, or restrictions. Except for renewing existingleases In accordancewith Sectiona.5 hereof,SELLER represents thatSELLERill not,betweenthe Effective Datoof this Agreement and the Closing,take any action to terminate r material ,amend or alto r any existingin existance,withoutthe pdarconsentof PURCHASER,whichConsent shall not be unreasonablywilth held ordelayed. 1L5 SELLER represents that them rh In possession of the Property r any portion of the Property as a lessee othert clSection . . IL6 SEI IF shall use Its best efforts to maintaint Property In Its present condition so as to ensure that'll: shall remain substantially In the same condition from the conclusion the sl rt the Closing . IMENTIONALLY DELETED. representsJLLB SELLER that It has no actual knowledge nor has it received notice that the Property has been,is prose nfly or Is contemplatedui!ized as a reservoir of Hazardbus Material. As used herein,the term"HazardousI" shall mean any substance, water or material which has been determinedany state, federal or local government authority to be capable of posingrisk Injury to health,safety , Inducling but not limited to,all of thoseIs,wastes and substances hazardous ortoxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor,the U.S.Department of Transportation, an r any other state or local governmental agency now or hereaftr authorized to reguhaft materials and substances In the environment (collectively " r I ut ( s)"). 11.9 SELLERthe Property is not subjectany dead restrictions or declaration of restrictionsrunning it the Property whichwould use of the Property exceptthoset Permitted ns as deflneclabwe. IL10 Between the Effective Date of this Agreement and the data of Closing, SELLER ill not file any application for a change of thezoning i# t' of the Property. M11 AMU The execution and deliveryh nt by SELLER and the consummation by SELLER of the transactioncontemplated this Agreementhi SELLEWS capackyn all requisite action has been taken to makethis Agreement valid and binding on SELLER in accordanceh Its terms.The person executing this Agreement an of SELLER has n duly authorizedn behalf of and to binds ,and this Agreement representsa valid binding ! of SELLER. ops ' initials,,—,Q, i i I :§ E �. Purchase and Sale Page 10 of 17 11.12 Mle. SELLER Is and will be on the Closingowner of valid, , marketable and Insurable simple title to the Property, free and clear of all liens, encumbrances and restrictions of anykind, except the Permitted Exceptions whichencumbrances of record ill be dischargedt Closing). IL13 Additional arrantkL;nd _ReRresentations-of SE131R, As a materfal Inducement Eentering Into this Agreement, SELLER, to the best of SELLEWS Informationand belief,hereby representsandwarrants the following: =13.1 Them are o pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including limited , PURCHASER, municipalities, counties, districts, utilities, r federal or state agendas, concerninguse or operation , or title to the Property or any portion thereof not grantedor Is not obligatedInterest in the Propertyto any of the foregoing . 11.23.2 am no facts believedI to the use, 'condition and operationh Property in the mannerthathas been usecloroperated, i i has not disclosedU I Including limited unrecorded instruments or defectsIn the f the Property whichill Impairthe use or operation of the Property f any manner. .3 The Property andthe use and operationthcompliance with ll applicable countyl laws,ordinances,regulations,licenses,permits n authorizations, in ui limitation, applicable zoningI n I laws and regulations. 12. . L PUBQd&SWs Default. In the event that tWs transaction fails to close due to a wrongful refusal to close r default on the PURCHASER,subject to the provisionsf Paragraph 12,3 below, the Depositl then being heldshall be paid bV Escrow Agent to SELLER liquidated s and,t r, i PURCHASER nor SELLER shall have any further obligation or liabilities n r this Agreement,except forthose expressly providedsurvive the termination of this Agreement,- , however, that PURCHASER shall also be responsibler the l of any lions assertedtte Property by persons claiming , through or under PURCHASER, but not otherwise. PURCHASER an SELLER acknowledge SER defaults, SELLER will suffer damages In an amount hick cannot be ascertainedh reasonable certaintyn the Effective Date and that the amount of the Deposit being held et most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this Is a bona liquWated damages provision and not a penalty or forfeiture provision. oisw�a� PURCHASEWsInitialw , SE 's Initlels � Purchase and Sale Agreement Page 11 of 17 122. Seller's Default. In the event that SELLER shall fall to fully timely performany of its obligations or covenants hereunder or I any of SELLEW S representations untrue or Inaccurate, then, notwkhstanding anything trary contained In this Agreement, PURCHASER may, at Its option: (1) declare SELLER In u under this Agreement by notice I' to SELLER, In which event PURCHASER may terminate 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 specific performance of this Agreement without waiving any action for damages. Notice gf Rjftjft., Prior to declaring a dffkultnexercising the remedies in, the non-defoulting Partyshall Issue a notice of to the defaulting I the event or condition of default In sufficient detail to enablea reasonable n to determineion necessary to cure the default. The defaulting shall have tan ( ' days from deliverynotice duringthe default, , however,that as to a failureckne, the cure periodshall only be t ' ( )business the delivery of notice. Both partiles agree that N an extensionIs requestedas a result e u such extension shall not be unreasonablywithheld I t In no event shall the Closing er 31, 2021. if the default has not been cured within the aforesaid period, non-defoulting Party mayexercise the remedies described . Survival. The provisions of this section shall survive the termination this Agreement. considered13. II n l 1 In i ut shall be delivered ®hen received by certified mail, return receiptr personal de live ry to the following addresses: If to Seller Christian Macovlak Oyer-Macovlak Insurance 531 East Ocean Boynton Beach,FL 33435 With a copy to: Harvey E. Oyerill h n,LLP 525 Okeechobee I . Suite 1 West Palm Beach,FL 33401 If to Purchaser: Thuy Shutt,Executive Director Boynton Beach Community veld t Agency IM E.Ocean Avenue, h Floor Boynton ,FL t , 615"aza PURCHASEWs Initials: SELLEWs Initlals Purchase nd Sale Agreement Page 12 of 1 With a copy : Kenneth Longman a1 r, PA 360 S.Rosemary Avenue Suite West Palm Beach,Fl.33401 JA BINDING OBLIGATION/ASSIGNMENT. The terms andconditions of this Agreement hereby made bindingon, and shall Inure to the benefitso and permitted assigns of the Parties hereto. SELLER may not asswn Its Interest In is Agreement without the prior written consent of PURCHASEki ll not be unreasonably h . PURCHASER II have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SEU.ER andthe PURCHASER shall be releasedfrom any further It 1 liabilities r this Agreement. The PURCHASER may not assign this Agreement to any other party withoutprior written approval of SELLER, which shall not unreasonably ith I . If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease AgreementIn effect,the to of section ),Florida Statutes,js it may be amendedtime i ,shall 15. BROKER FEES. The SELLER and PURCHASER hereby gets that they have not dealt with a l estate broker In connection with the tranrAcdon contemplatedi nt and are not liable r a sales commission.SELLER and PURCHASERr t I Indemnify, defend i each r from and againstn all claims, s. damages, costs or expenses (Including, u limitation, attorneys ) of any kind arisingu or resulting from any agreement,arrangement or understanding alleged to have been made with any broker or finder claiming through the Indemnifying party In connectbn with this Agreement. The provisionsthis Section shall survhm Closingr termination of this Agreement. 16. I TLC , IAL For purposes of thisAgreement, pollutant ("Poll ") shall mean anv hazardous or toxic substance, material, or waste of anykind or any contaminant, pollutant, petroleum, petroleum productor petroleum by-products defined or regulated environmental laws. Disposal ("Disposal") shall mean the release, , handlIng, discharge, or disposal of such Pollutants.Environmental lam(uEnvironmental ")shall mean any applicable federal, state, or local laws, statutes, ordinances, les, regulations or other governmental restftlonL 16.L1 As a material Inducement to PURCHASER entering Into this Agreement, SELLER hereby warrants and represents the following,asappIl ( SELLER and occupants obtained n In full compliance with anyand all permits regardings I I on theProperty or contiguousowned by SELLER,to the best of SELLER'S knowledge. ainorms PURCHASEWs Initials. SEUJEWs In Purchase and Sale t Page 13 of 7 (2) SELLER is not awarenor does It have any notice of any past,present orfuture e , iti itis or practices which may give rise to any liability r form a basisr any claim, demand, cost or action relatingi of anyPollutant on the SELLERnor does it have any notice of any past,presentorfuture n , conditions, i t practices an configuousproperlythati iv rise to any liability r forma basis for any claim, n r action relating to the Disposal o any PollutantaffectingtheSELLER'S property. ( ) There inocivil, criminal or administrative action, sult, claim, demand, investigation or notice of violation pending or, knowledge, threatened ais or the Property relatinganyway to the is I of Pollutantsonthe Pro perty, y portionth or an any contiguousn . . PUBLIC RECORDS. PURCHASER is a publicsubject r 119, Florida herebyStatutes. The SELLER Is notified that thel y bw, Pursuant Chapter 119,to maintainn is upon requestIt records deemed publicunder the statute Including this Agreement and some or all of the documentsconsummate the transaction set forth herein.To the extent that any litigation s I Instituted by SEUJM, either directly or as a thirdprevent or prohlbt Purchaser from disclosingr providing documents Involvingthis Agreement orthe transactiont in the Agreementu to a public u r Chapter 119,SELLER agrees that PURCHASERaye r: defendthe claim up to and Including final judgment or ' Interplead the challenged documentsInto the court. In either event, reasonable attorneye fees and costk rll and appellate. 18. LAISPII W. - I. This Agreement and any amendment hereto,may be executed in any number of counterparts, shall be deemed to be an original and all of which shall, together, constitute one andthe same Instrument. The section and paragraph headings herein contained are for the purposesWentlication only and shalln I construing n . Reference to a Sectionshall be deemed to be a referencethe entire ion, unless i . No modification or amendment of this Agreement shall be of anyr effect unlessin writing executedy the Parties. This Agreement forth the entire a n n the Parties relatingthe n all subject a r herein and supersedes all prior and contemporaneoustions, understandings written or orat between the Parties. This Agreement shall be interpreted to accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction ny litigation brought arising out of thisAgreement shall be In the Fifteenth Judicial Circuit, In and r Palm BeachCounty, Florida, or, should any cause of action be limited to federal jurisdiction only,In the Uniteds District Courtforthe Southerni I ri . 1 r herein time which n esu i ie shall n ®calendar days. Any timer for in this etmnx.s PURCHASM Initials. SELLER's Inttiais. Purchase and Sale Agreement Pop 24 of 7 Agreement which endson a Saturday,Sunday or legal holiday shall extend t ® . an the next full sine . Ti n In performance IIobligations r this Agreement. . . Waiver. Neither the Il Insist upon a strict performance of any of the terms, provisions, covenants, agreements andconditions hereof, nor the acceptance of any Item by a party withknowkWge of a breachof this Agreement by the other party In the performance of their respective o l i run r,shall be deemed a waiver of otherany rights or remedies that a party may have or a waiver of anysubsequent c r defaultIn such provisions, covenants, agreements or conditions. This shall survive to rmination of th Is Agreementthe Closing. 114, tonn . The Parties to thisAgreement, through counsel, have participatedin the negotiationn tion hereof. Neither this Agreement nor any amendmenthereto shall be more strictly construedit any of the Parties. As used In this or any amendmenth lin II Include the feminine, singular shall Inducle the plural, and the plural shall Include the singular,as the context may require. Provisions of this Agreement that expressly provide that they survive Closing shall not merge Into the Deed. S@veqbIIlty., If any provision of this Agreement or the applicationthereof shall, for any reason and to anye Invalid or ,neither the remainder of this Agreement r the applicationi t persons,entitiesr circumstances shall be affected thereby, butInstead shall be enforcedmaximum nt permitted by law.The provisions of this Sections all apply to anyt i t. 1 .6 Handwrttten Provisions. Handwritten provisions Inserted In this Agreement and initialed shall control al printedprovisions in conflict .7 MlyerofJupildiii. an Inducemeritto PURCHASER agreeingenter Into this Agreement PURCHASER and SELLER hereby waive trial by jury In any actionr proceedingu r party against to other party pertainingr whatsoever arising out of or In anyway wrinectedwiththis Agreement. 61torneys Do mad C Should it be necessary to bringan action enforce any of the provisions of this e a Ie attornew fees and costs,Including those at the appellatelevel,shall a the prevailingunlessotherwise provided In this Agreementn j limitation of sovereign Immunity as providedhi Section 768.2B, Florida Statutes. 119 lindillL Autor c represents andarra the other that each person executingt behalf of the PURCHASERn E has SELLER's Initials Purchase I t Pop 15 of 17 full right andI authority to executethis Agreement andi a for whom r an whose behalf he or she 1s signing h respect to all provisions containedIn this Agreement. rn . This Agreement may not be recorded in the Public Palm u ,Florida without the.prior approval of both parties. Survival. The covenants, warranties, re presentations, Indemnities n undertakings C and PURCHASER that specifically surviveaoslngset forth In this Agreement shall survive the Closing. 16,12 'SEILLERs Attomeye Fees and Cosb.SELLER acknowledges ands that SELLER shall be responsiblefor Its own attorneW fees and ag costs, If any,Incurred by SELLER in connection with the ion contemplated by this Agreement. 18.13 jMMMkMjMMUajgL NothingIn this Agreement shall be deemed to affect the rights, prtvleges, and sovereign Immunities of the PURCHASER, Including those set forth in Section Florida Statutes. 19. REPRESENTATIONS.,MV ENANTS AN D WA MANTLES OF PU RCHASER. To Induce SELLER to enter Into this Agreement, PURCHASER makes the followingrepresentations,all of which, to the best of its knowledge, II material respects andotherwise vl i this n (r) are now true, and (IQ shall be true as of the date of the Closing, (III) Il survive the Closing. 19.1 VgII& Created andinGood Standln ,. validly under all applicabLein good standing under II- applicable s of the Effective this Agreement, andill be in good standingunder all applicable state laws a of the Closing . 1 I n n i nRC AS and the consummation by PURCHASERof the transaction n l by this Agreement are withinPURCHASERS. lawful capacity and all requiske action has been taken to make this Agreement valid and bindingon PURCHASERIn Ith its terms.7he person executing PURCHASERthis Agreement on behalf of s been duly authorizedon behalf of and bind PURCHASER,andthis Agreement represents1 in i obligation Of PURCHASER. -I . -Is . n II faults. VBCIFICALLY SET FORTH HEREIN. IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS KIRCHASING THE PROPERTY IN AN AS4S. , AND WITH WARRANTIES SET FORTH HEREIN, SELM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONSITION OF THE PROPERTY OR THE PROPERTY'S NTNESS FOR PURCHASER'S HfMDED USE. PURCHASER SHOULD RELAY ON ITS OWN INVESTIGATIONS AND DiSPECTIONS DURING THE FEASIBUITY PERIOD. ai Initials: I °�� f q_ i • • Purcluse and Salet Page 16 of 17 21. Over Insurance I g8ptq Sign on East Fap,de Wall 2f 2 1 Bulldipg. PURCHASER andn' l t the existingint ll sign on the east fop cle of the531 East OcianAvenue building l r over 60 years,is one of the is business Images In the Cilty of Boynton Beach, possesses historic and cultural 1 , and is one of the last remainingrepresentations of the Citys historic main street. such, PURCHASER agrees to uie Its bestI Il sign eitherI r to be relocated and utilized elsewhere In the vicinitythat the cost of the preservation and relocationefforts do not exceed a maximumof Twenty Thousandll . I the event that PURCHASER Is unable to preserve or relocate the wall sign as provided herein, PURCHASER II provide notice ,who shall sixty within which to relocate the sign at Its own n r contribute all additional funding r$20,0W to the CRA for the CRA to relocatethe sign. les adcnowledge and agree that the possibility ists that the sign could be 4amaged or destroyed duringI tl n. However, PURCHASER shall use Its best efforts, as provided herein, to preserve the wall sign ensureand that It remains visible li . IN WITNESSF, the Parties have executed i date. PURCHASEWslnitials.� '`111t1"fir SELLEWs Initials: Purchase and Sale Agreement Page 17 of 17 : COMMUNITYBOYNTON BEACH P REDEVEWPMENT AGENCY t pO �o `� p i t � � e r Printed n S.Grant Printed Name: , 61, Title: Chair Title: 14'LLL�'Qly �a t Date:,' te ,,,, 11 R�'`i�2� �5 r���k�r)- 3 � � Y Date: ti- WITWESS: WIT N7�- R 'g'o�-4?�`z s� r . Printed Prin d RO GENS 4 W gman &Wai# P.A. Printed Name: a F ar raw ' Initials: _. SELLEWs II ® ` y CRITICAL DATES Seller: 500 Ocean Properties, LLC Purchaser: Boynton Beach Community Redevelopment Agency Property: 511, 515 and 529 E. Ocean Avenue, Boynton Beach, FL 33435 Sale Price: $3,600,000.00 Event Section Date Effective Date Contract ¶4 September 20, 2021 Seller to deliver copies of all documents and Contract¶7.3 September 23, 2021 instruments pursuant to Contract¶7.3 Initial Deposit Due Contract ¶3.1 September 27, 2021 Purchaser shall obtain Title Commitment Contract¶7.1 October 11, 2021 Additional Deposit Due Contract ¶3.1 October 15, 2021 Purchaser to deliver written notice to Seller Contract¶7.1 October 20, 2021 of any objections to title Feasibility Period Ends Contract¶7 November 12, 2021 Disbursement of Initial Deposit to Seller Contract ¶3.2 November 22, 2021 Deadline for Seller to cure objections to title Within 20 days of or provide written notice to Purchaser that Contract¶7.1 Seller will not cure objections to title receipt of objections Closing Date Contract¶5 December 17, 2021 01545551-1 Lease Extension Agreement September 21, 2021 500 Ocean Properties, LLC, a Florida limited liability company whose mailing address is 511 E Ocean Avenue, Boynton Beach, FL 33435 ("LANDLORD") and Florida Technical Consultants, LLC, a Florida limited liability company ("TENANT") agree to extend lease on said premises know as 533 E Ocean Ave#2 and #3, Boynton Beach, FL 33435, original lease dated 15th day of October 2017. For good consideration 500 Ocean Properties, LLC and Florida Technical Consultants, LLC "tenant") agree to extend the said lease for a period of one year, starting date of 15th day of October 2021 and terminating on the 14th day of October 2022. Landlord has the right to terminate this Lease for any reason in Landlord's sole and absolulte discretion upon a 90 day written notice to tenant. Initial During the lease extension period, Florida Technical Consultants, LLC, ("tenant") agrees to pay rent in the amount of$1340.00 (One thousand three hundred forty) per month. This agreement shall be binding upon and shall insure the benefit of the parties, their successors, assigns, personal agents and managing members. Landlord Date Tenant Date Witness Date �' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 OLD BUSINESS AGENDAITEM: 16.C. 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. C RA 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 I V). 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 deadlines for the July, August, and September CRA Board meeting packets to allow adequate time for staff and legal counsel to review and for incorporation into the CRA Board meeting packets. Mr. Collins has indicated that he is still working on the requested information. Courtesy reminders were sent to Mr. Tim Collins for all previous CRA Board meetings (see Attachment VII). On October 1, 2021, CRA staff received an email from Mr. Collins that the parking lot improvements are estimated to cost $55,000 and that he does not want to proceed with further design and cost analysis of the interior improvements unless the CRA cost share in the expenses to activate the use. Mr. Collins also indicated that the terms of the draft Lease Agreement is no longer applicable if he is to pay for all of the costs as the urgency to open no longer exist for him due to the time lapse and he does not want to make too many concessions in order to open quickly. On October 7, 2021, staff received another email from Mr. Collins indicating that the credit authorization will not be available until October 11, 2021 (see Attachment V1 11). At time of packet publication, 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, and credit report, all of which are required for any entity seeking any type of funding from the CRA. It has been over three months since we have met with Mr. Collins and the project has not move forward since the June Board meeting. Staff is concerned that if the situation remains as is, the Board will be unable to consider other viable options for the site. CRA staff has been contacted by several interested parties regarding the project should the property become available again. The parties include Boynton Ice, Sweetwater Restaurant, and the City of Boynton Beach. Boynton Ice has since withdrew their request but Sweetwater Restaurant and the City of Boynton Beach remain interested. 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 LOI s 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 -October 7, 2021 Tim Collins Email D Attachment IX -Summary of Letters of Intent Submitted I U 1 1tY�9t 4 I t �� yt s 11t51Y P1LI4��f I t �> ) 1 p", t �1� mv Hu s1 � }d Z 1 � I r i I, S� �V , ' �, , ,. �OTX ..CrON,m �I*— 561 7 363 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. ,. �OTX ..CrON,m �I*— 561 7 363 We will also want to be eligible and approved for all applicable grants in opening this new location. Additionally,we request a 120-day rent abatement in order to get the business open and in full operation. This includes, but not limited to all required licensing and approvals. We will submit a deposit upon approval of these terms and the balance of the First& Last month's rent upon execution. In the event we cannot meet the City's approval requirements, we request a full reimbursement of the funds paid in executing the lease within 10 days. There is a Time is of the Essence here and we intend to move quickly to be open as soon as possible. We have a great following and do no wish to lose our client base to competitors by being closed too long. I would like this LOI to be entered in the Agenda for the March 91h Meeting in the event that the 30-day period for disposal of city owned property begins now or at that meeting. I have included all of the CRA board members in this email so that everyone is notified of our intentions to lease that property in the interim period until a developer secures approval and work commencement orders to develop the property. If you have any questions, please feel free to reach out to me directly. Sincerely, Tim Collins The Fish Depot (954)415-4825 R,r OT tea. 0' TON BE M m 561-375-8363 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 Drat Prefimun ry&te Man as Presented to duty staff on AprH 20,2021 EXISTING N I0'ALLET v N PLANTER O a PLANTER N EXISTING O� COVERED AREA 107 284,CPU• N O EXISTING EXISTING O STORAGE#3 RELIEVE AREA �f 06 104 i2'-7.24 N I EXISTING 70 STORAGE#2 Z O 105 20'4•X9'.• N - a 409 d 411 E.BOYNTON EE saloaesro n O C?F BEACH BLVD., 111-0" 4,a ONE STORY ExlsnNc C .S.BUILOING"401 401 E.13OYNTON STORAGE n1 -0• 18'-6" 26'-51/2" F.FE.-12.94' AREA=3,681 5Q FT. � E3€AGN BLVD., 1oz s a ONE STORY C.5.5.5UIL9INe 1401 F.F.E.=12.9' AREA=2,018 GROSS 9.F, EXISTING SERV COUN. 10 O O� EXISTING 101 SALES AREA 10'"X13'-0" ry 00 of 11 rr�,L, mi UUU" � I o PLANTER U v, Z; PLANTER 3 o` EXISTING SIDEWALK mi 50YNTON BEACH BLVD. a, NORTH 9 FISH DEPOT PRELIMINARY k Eo F CE -NEW LOCATION-BUILDING RENOVATION- 21 076 SITE PLAN L.1- STEVEN E.MYOTT CHECKED EC' Y t°_ I r. c' o DATE 66UE-owR N 1 4.212021 PRELIMINNRV REVIE f 401 E.BOYNTON BEACH BLVD., SPA m V\ BOYNTON BEACH,FLORIDA 33435 ry � :.,,.,`"i ...................,.�. SCALE.1116„_1,-O„ 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, the mk4onthly rental amount of $2,500.00, will be paid in eight (8 ) 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. Signs. 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. Int=ichael Simon, FRA-RA, CP3P, LRE Executive Director Boynton Beach Community Redevelopment Agency 100 Iv, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 _ 561-73 7-325 imonM@bbfl.us http://www.boyntonbeachcra.com LJ America's Gateway to the Gulfstream 2 Please be advised that Florida has a broad public records |avv 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:Tim Collins Sent: Wednesday,June 2, 2O2l5:52PM To: Simon, Michael Cc: Shutt,Thuy Utterback,Theresa Nick|ien, Bonnie Subject: Re: May 11, 2021, CRA Board mtg Draft Commercial Lease Agreement 401-40 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. VVeare still waiting onacouple bids onthe parking construction. | will get this to attorney immediately and request that he review it ASAP so we can let you know ofany new concerns with the re-write. Tim Sent from my iPhone On]un 2, 2021, at 4:31 PM, Simon, Michael 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. VVehave provided the revised draft inWord format inorder 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, wewill forward ittoyou. 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. Int=ichael Simon, FRA-RA, CP3P, LRE Executive Director Boynton Beach Community Redevelopment Agency 100 E, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 _ 561-737-325 imonM@bbfLus http://www.boyntonbeachcra.com 0 America's Gateway to the Gulfstream Please be advised that Florida has a broad public: records law and all correspondence to me via email may be sub, disclosure,Under Floridarecords law, email addresses arra public: records, Iffierefore, your e-mail communication your e-mail address may be subject to public: disclosure, 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,Thuy To: Tim Collins Cc: Utterback,Theresa;Curfman,Vicki;Nicklien,Bonnie Subject: RE: 401 E. Boynton Beach Blvd.-Fish Depot Project Costs for October 12th CRA Board Meeting Date: Wednesday,September 22, 20215:54:00 AM Good morning, Mr. Collins, Please be advised that your deadline for submitting the previously requested supportive documents, consisting of the renovation/activation construction cost breakdown for the building and site, edits to the revised lease agreement, and the completed credit authorization form are due on Friday, October 1, 2021, 12:00 p.m. for the October 12, 2021 CRA Agenda and Board meeting. The link below contains the latest draft lease agreement that was forwarded to you for review on June 3, 2021 by former Executive Director, Michael Simon. file:///C:/Use rs/shuttt/Downloads/6.2.21 rev Commercial Lease 401- 407 E BB BLVD LLW aoprvd draft%2O 2 pdf Thank you. From: Shutt, Thuy Sent: Friday, September 10, 20216:24 PM To: Tim Collins <tcollins129@gmail.com> Subject: RE: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th CRA Board Meeting Hello, Mr. Collins, Mike's last day was August 11th after our CRA Board meeting. I did get the message but we were in the midst of our Board packet production. Unfortnately, our deadline for submission for your item was noon last Thursday, September 2nd per my August 23rd email, not today. I will send you the agenda information and instructions on how to participate virtually if that is your choice. Thank you. From: Tim Collins <tcollins129C@Rmail.com> Sent: Friday, September 10, 202111:15 AM To: Shutt, Thuy<Shutts> Subject: Re: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th CRA Board Meeting Good morning Thuy, I was unaware that Michael left the CRA when I called to speak to him a little while ago. I did leave a message for you to call me back as you were in a meeting understandably and not sitting around waiting for me to call you. I have made some progress and wanted to have a discussion & give you an update prior to the noon deadline today. I look forward to speaking to you. Tim Collins The Fish Depot 954-415-4825 Sent from my iPhone On Aug 23, 2021, at 1:55 PM, Shutt, Thuy<ShuttT@bbfl.us>wrote: Please see attached and below for the latest correspondences and draft lease agreement. Thank you. https://bovntonbeach.novusapenda.com/a endapublicZCoverSheet.aspx? Item ID=11222&MeetinPID=372 Thuy S-hu'LL, AIA, FRA-RA iE r vY; I:.Xe1 ui l%e i;:."e1—Or (};-yV_.:on 1 each Con U ate. evel`w Y eriL Agency c'`: 00 0-ean Ave. Rja 33413,5 .)'.}_ `-huUT:' JJrl .} http://www.boyntonbeachcra.com America's Gateway to the Gulfstream D nye a ��� �c.� u . . 0 a� u n� u. �n� _ �e_ . � .uv� u .. u �0 � 11e r e <<o mevia email maybe subiecttodisc|osureUnder F|orida records |aw\ emai| addresses are pub|icrecords� Therefore, youre'mai| communication and youre'mai| address may be subiectto pub|icdisc|osure� From: Shutt, Thuy Sent: Monday, August 23, 2O211:46PM To: Tim Collins Cc Utterback, Theresa Nick|ien, Bonnie Subject: RE: 4O1E. Boynton Beach Blvd. Fish Depot Project Costs for August loth 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, 2O213:45PM To: Tim Collins < Cc: Simon, Michael Utterback, Theresa Nick|ien, Bonnie Subject: RE: 4O1E. Boynton Beach Blvd. Fish Depot Project Costs for August loth CRA Board Meeting Good afternoon, Mr. Collins, Thank you for your response. Based onyour email below, itlooks 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 (see attached\, including the completed credit authorization form. This item U emv� bemovedtotheSeptember14th CRA meeting. The submission for that agenda is Thursday, September 2, 2021, 12:00 p.m. due to the observance of the Labor Day holiday onMonday, September 6, 2O21. Sincerely, From: Tim Collins To: Shutt, Thuy<ShuttT anbbfl.us> Cc: Simon, Michael <SimonM anbbfl.us>; Utterback, Theresa <UtterbackT anbbfl.us>; Nicklien, Bonnie <NicklienB anbbfl.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 S-hu'U, AIA, FRA-RA 7; Boynton Beach [ommunityRedeve|opmentAgency l00 OceanAve, � BoyntonBeach, F|orida 22425 - - America's Gateway to the Gulfstream P|ease be advised that F|orida has a broad pub|ic records |aw and all correspondenceto mevia emai| aybe subjecttodisc|osure�Under Florida records |aw, emai| addressesare pub|icrecords� Therefore, youre' mai| communicationandyoure'mai| addressmaybesubiecttopub|ic disc|osure, <mime-attachmeN> <mime-attachmeN> From: Tim Collins To: Shutt,Thuv Cc: Utterback,Theresa;Curfman,Vicki Subject: Re: 401 E. Boynton Beach Blvd.-Fish Depot Project Costs for October 12th CRA Board Meeting Date: Thursday,October 7,20215:57:18 PM The $55,000 is only the cost of bringing the parking for that property up to code. I'm waiting on my sister to return the credit application that I promised to have to you by Monday. I've been under some hard deadlines this week with our SBA Grant& EIDL files & should be able to work on getting you these other estimated figures tomorrow. As far as the lease revisions go? We will have to re-address them once we know where we stand on the parking, credit approval and estimates. We have wandered pretty far from the CRA Board approved LOI and we may want to revise some of the terms depending on where all this ends up. I do have an 8:00 am meeting in downtown Miami in the morning, a much busier evening than normal tonight with tonight's Grateful Dead concert cancellation in WPB and we have Atlantic High's high school reunion tomorrow night. I will do my best to address these items as soon as possible now that I have overcome Covid and back to work& full health. Talk soon, Tim Sent from my iPhone On Oct 7, 2021, at 12:03 PM, Shutt, Thuy <ShuttT@bbfl.us>wrote: Good morning, Tim, I wanted to follow up with you to see if you can send the cost estimates you had referenced in your email (see highlight below). I have looked in our files and have spoken to Mike Simon this week and he said that no cost estimate was submitted to him for your project while he was here. The only correspondence I received from you before the September 14th meeting is attached. Is this the $55,000 you referenced? Also what is the cost for the minimum renovation of the building for your use? I want to accurately represent this to the Board. If you don't have that, please state that in your response to this email. Thank you. lhuy �hutt, NA, FRA-RA ExecutiveDirecror Boynton Reach [ommunityRedeve|opmentAgency 1OOE. OceanAve. I Boynton Reach, F|orida -.3-.3'J-,3'5 561'6OO'9O98 Shutt|6, bbfius I http://wvvvv.bnyntnnbeachcra.00m America's Gateway tothe Gulfstream Please be advisedthat F|orida has broad pubUcrecords |awand all correspondenceto me via email may besuL'ectto disc|osure.Under Florida records law, email addresses are public records�lherefore, youre'mai| communicationandyoure'mai| addressmaybesu�ectto pubUcdisc|osure From: Tim Collins <tcoUins129@Omaiicom> Sent: Friday, October 1, 20214:53 PM To: Utterback, Theresa <UtterbackT@bbflus> Cc: Shutt, Thuy<ShuttT@bbfl.us> Subject: Re: 401 E. Boynton Beach Blvd. Fish Depot Project Costs for October 12th CRA Board Meeting Thank you! |'|| do my best get the credit form completed & retuned by Monday. Tim Sent from my iPhone On Oct 1, 2021, at 4:36 PM, Utterback, Theresa < Hello Mr. Collins, Attached are the credit authorization forms and the lease inWord. Have anice weekend and aspeedy recovery. Theresa Theresa Utterback Deve|opmentServicesManager Boynton Beach [ommunityRedeve|opmentAlgency l001 OceanAve, BoyntonBeach, F|orida 22425 America's Gateway to the Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondenceto mevia emai| maybe subjecttodisc|osure�Under F|orida records |aw, emai| addressesare pub|icrecords� Therefore, youre' mai| communicationandyoure'mai| addressmaybesubiecttopub|ic disc|osure, From: Tim Collins Sent: Friday, October 1, 2O211O:45AM To: Shutt, Thuy Utterback, Theresa Nick|ien, Bonnie Curhnan, Vicki Subject: Fwd: 401 E. Boynton Beach Blvd. Fish Depot Project Costs for October 12thCRA Board Meeting Good morning Thuy, | did not receive a response to my email & request below from September 29th, 2O21. The link you sent metothe most recent version ofthe lease on September 22nd, 2021 does not open. | also requested the Credit application to be resent. With less than two hours left I do not believe that there is enough time for those two items to be addressed before the noon deadline for the October Board Meeting. I am also still testing positive for Covid and trying to get into my doctor today because I'm not feeling 100% as I was previously from the medications that ended last weekend. You do have the estimate for the approved parking upgrade that I supplied to you prior to the September meeting. In our June meeting the former director stated that once we have an estimate he would be willing to consider recommending to the board that the CRA supply financial assistance with some or all of this cost. I do hope that is still the case.) was asked by the Board chair to go make copies of what I sent you to share with the Board during the Technical stoppage in the September meeting. I waited at that meeting until almost Midnight for the opportunity to address this issue only to have it continued until October's meeting. As stated previously, we plan to make minimal changes to the space for it to work for our requirements. However, there should also be some sharing of costs to bring the site up to current code and to ADA compliance. I do have some rough figures from the subcontractors for Electrical, Plumbing and HVAC to meet our requirements. We have equipment lists and an existing relationship with a firm to finance all of the equipment and installation of the major items. Until we have an agreement on how the $55,000 cost to update the parking is going to be managed. I don't see spending more money on architects, contractors, engineers or lawyers than I have already invested. If all the costs are going to fall on us, then the approved LOI is not really the same agreement that was approved and accepted by the board and we will need to revisit the terms of the lease. Once we have this cleared up we can make requests for the appropriate changes. The parking has to be addressed in order for the City to lease the building to any tennant. My LOI that was approved by the board had provisions in it for us to be eligible to receive any and all available grants &funding the CRA provides. The sense of urgency that we originally had was to keep our previously existing customer base that we built up over 7 years in our location at 1022 N Federal providing the Boynton Beach community with the freshest seafood. Now that our previous location has been closed for seven months there is far less urgency and we would rather get this right rather than make too many concessions in order to open as quickly as possible. Please send a working link to the most recent copy of the lease that you have and a new credit application and I will get them completed as quickly as possible. Thank you for your time & consideration, Tim Collins The Fish Depot 954-415-4825 ---------- Forwarded message --------- From: Tim Collins<tco11ins129na gmail.com> Date: Wed, Sep 29, 2021 at 11:36 AM Subject: Re: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for October 12th CRA Board Meeting To: Shutt, Thuy<ShuttTna bbfl.us> Hi Thuy, The link for the latest lease version does not open. Can you also resend the Credit Authorization form? I have been dealing with Covid since the last meeting and just getting back to work on these items. I'm still testing positive, but am working to get these items completed &to you by Friday. Thanks, Tim On Wed, Sep 22, 2021 at 5:54 AM Shutt, Thuy<ShuttT@bbfl.us>wrote: Good morning, Mr. Collins, Please be advised that your deadline for submitting the previously requested supportive documents, consisting of the renovation/activation construction cost breakdown for the building and site, edits to the revised lease agreement, and the completed credit authorization form are due on Friday, October 1, 2021, 12:00 p.m. for the October 12, 2021 CRA Agenda and Board meeting. The link below contains the latest draft lease agreement that was forwarded to you for review on June 3, 2021 by former Executive Director, Michael Simon. file:///C:/Use rs/sh uttt/Down loads/6.2.21 rev Commercial Lease 401- Thank you. ThuyShutt, AIA, FRA-RA ExecutiveDirector Boynton Beach [ommunity Redeve|opmentA�ency lODE. OceanAve. � Boynton Beach, F|orida 22425 - America's Gateway to the Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondenceto mevia email maybe subjecttodisc|osure�Under F|orida records |aw, emai| addresses are pub|icrecorderefore, your e'mai| communicationandyoure'mai| addressmaybesubjectto pub|icdisc|osure. From: Shutt, Thuy Sent: Friday, September 1O, 2O21624PM To: Tim Collins Subject: RE: 4O1E. Boynton Beach Blvd. Fish Depot Project Costs for August 1OthCRA Board Meeting Hello, Mr. Collins, th Mik�slast day was August 11 after our CRA Board meeting. | did get Unfortnately, our deadline for submission for your item was noon last Thursday, September 2nd per my August 23rd email, not today. I will send you the agenda information and instructions on how to participate virtually if that is your choice. Thank you. From: Tim Collins <tcollins129@g ail.com> Sent: Friday, September 10, 202111:15 AM To: Shutt, Thuy<ShuttTna bbfl.us> Subject: Re: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th CRA Board Meeting Good morning Thuy, I was unaware that Michael left the CRA when I called to speak to him a little while ago. I did leave a message for you to call me back as you were in a meeting understandably and not sitting around waiting for me to call you. I have made some progress and wanted to have a discussion & give you an update prior to the noon deadline today. I look forward to speaking to you. Tim Collins The Fish Depot 954-415-4825 Sent from my iPhone On Aug 23, 2021, at 1:55 PM, Shutt, Thuy <ShuttTna bbfl.us>wrote: Please see attached and below for the latest correspondences and draft lease agreement. Thank you. httas://boyntonbeach.novusagenda.com/a®e�pubIic/CoverSheet.asQx? Item ID=11222&MeetinglD=372 Thuy S-hu'LL, AIA, FRA-RA Inwr o l e a �.h w Y yr R e`ve Y:e ft encv 4 http://www.boyntonbeachcra.com America's Gateway to the Gulfstream 1-1 e_ h a ins a oa u w u .d all -,Or rr .. "iclence t0 rnel s ernail rT a V e s ec << _ e. c" u rc _ a v , err a u. e are E.:-`w �:. I�;C E.Yw rE , ;`wr e. Y,a. cw Y rrU-nc,a .`w:."i O t:Ure. From: Shutt, Thuy Sent: Monday, August 23, 20211:46 PM To: Tim Collins <tcollins129@gmail.com> Cc: Utterback, Theresa <UtterbackTna bbfl.us>; Nicklien, Bonnie<NicklienB@bbfl.us> Subject: RE: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th 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 on Thursday, September 2, 2021, 12:00 p.m. for the September 14, 2021 CRA Agenda and Board meeting. Thank you. From: Shutt, Thuy Sent: Monday, August 2, 20213:45 PM To: Tim Collins <tcollins129@gmail.com> Cc: Simon, Michael <SimonMna bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us>; Nicklien, Bonnie <NicklienBna bbfl.us> Subject: RE: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th 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 10th Agenda item without the required items which includes the supportive documents previously mentioned in Mike's email/correspondences with you (see attached), including the completed credit authorization form. This item will be moved to the September 14th CRA meeting. 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 <tcollins129@gmail.com> Sent: Friday,July 30, 202112:43 PM To: Shutt, Thuy<ShuttTna bbfl.us> Cc: Simon, Michael <SimonMna bbfl.us>; Utterback, Theresa <UtterbackTna bbfl.us>; Nicklien, Bonnie <NicklienBna bbfl.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 <ShuttTna 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 S-hu'U, AIA, FRA-RA 7; i,OVrqon 1 each 1.w Y yr Re evelorrnenFL Agency �, 1100 1-. (-),,---ea n Ave. 1 (each, w" a 3.3-.3,) ;,;r_<_T 161r°` � , http://www.boyntonbeachcra.com i 0 America's Gateway to the Gulfstream t �� nit a�:���. t �� u .: us u oa e n i , re � :t c « nes v r.,a r a': a c au , eJrr ..ill ,a are :. 1 ;c � � r,a. r r: aL: r; u �< L O t:Ure. <m i me-attach ment> <m i me-attach ment> <6.2.21—rev—Commercial Lease-401-407 E BB BLVD_LLW apprvd draft.doc> <Credit Authorization Form.pdf> <mime-attachment> s C C C p « O O O O V c E E E E .O Z Y rn c EE 0 EO J J V v C C w U w w O O- 0 °- C C N ¢ o o � z z u � o � o Y Y ° � ° o - E o � v E c v E v v N ro ro > Y n O ro �o u E > > � EE o ° s u E c c fl s s v v O E v E c v v Y a E E E s v E Q O oo i� er a Oo a u, 0 a a < c Q o a � U °0 p 00 m m w vi °i -0 0 ° a C � Y O u � m O 00 ul V a o E 0.. N v Z > o ro W u a ° O s > V U s � F C W � o c E rn O N o ro F > ate+ O. V in c v 0 E O ° ° J 0. f- E 0 �' c O d Q v s W F a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: October 12, 2021 NEW BUSINESS AGENDAITEM: 17.A. SUBJECT: Consideration of a Second Amendment to the Purchase and Development Agreement to delete the Flex Space for a New Neighborhood Officer Program Office and Community Space in the Ocean Breeze East Project SUMMARY: The construction for the 123 unit, affordable multi-family rental Ocean Breeze East Apartment project was completed in December of 2020. Under the Purchase & Development Agreement with Centennial Management Corp for the Ocean Breeze East Apartments project, the CRA negotiated the creation of flex space to be used as the Neighborhood Officer Program (NOP) office. This section was amended as part of the First Amendment to the Purchase & Development Agreement (see Attachments I and 11) At the August 11, 2020, CRA Board meeting, the Board agreed to a Second Amendment to the Purchase & Development Agreement in order to engage the Project's architect and contractor for the interior build out of the NOP Office space (see Attachment III). This Amendment was never executed. On August 27, 2020, CRA staff received a letter from Boynton Beach Police Chief Gregory requesting the CRA Board's consideration of his request to allow the new office space for the Neighborhood Officer Program (NOP) to be relocated from the Ocean Breeze East Project's flex space to become part of the MLK Jr. Blvd. Corridor Redevelopment Project instead (see Attachments IV and V). Chief Gregory was not the acting Police Chief during the time of the CRA's Ocean Breeze East negotiations and strongly believes that the NOP Office would best serve the public being located on a major thoroughfare such as MLK Jr. Blvd. On October 1, 2021, Centennial submitted a request to utilize the flex space as additional storage for the residential development as it is no longer needed as the NOP office (see Attachment V1). Additionally, they also provided Board requested project closeout data regarding the local contractors that were used on the project as well as total number of Boynton Beach residents that were served by the project. Under Section 20 of the MLK Jr. Blvd. Corridor Redevelopment Project's Purchase & Development Agreement between the CRA and Centennial Management Corp, 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 (see Attachment VI 1)). It would be under this Section and separate commercial agreement that the details of the new NOP Office could be established if the Board approves the relocation request. FISCAL IMPACT: FY 2021-2022 Project Fund Budget; #02-58200-406: $25,000 (NOP Office) CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Direct staff and legal counsel to draft the Second Amendment to delete the requirement to provide a flex space for the Neighborhood Officer Program (NOP) and community space as set forth in Paragraph 19.2.h), of the Purchase & Development Agreement for the Ocean Breeze East Apartment Project (OBE), include a NOP Office within the commercial component of the MLK Jr. Boulevard Mixed Use Project, and authorize Board Chair to execute the Second Amendment the Purchase and Development Agreement for the OBE Project on behalf of the Board. 2. Alternative direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I -OBE Executed Purchase & Development Agreement D Attachment II - FirstAmendment to the OBE Purchase and Development Agreement D Attachment III -Second Amendment to the Purchase and Development Agreement for Ocean Breeze East Apartments D Attachment IV - Flex Space for NOP and Community Space Site and Floor Plans D Attachment V - Relocation Request Letter from Police Chief Gregory D Attachment VI - 10/1/21 CMC Request to Use NOP Office for Storage and Project Closeout Data D Attachment VII - M LK Jr. Blvd. Mixed Use Redevelopment Project 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 BC}YNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, apublic agency created pursuant toChapter 163, Part 111, of the Florida Statutes (hereinafter "SELLER") and OCEAN BREEZE EAST APARTMENTS LLC or its affiliated assignee (hereinafter"PURCHASER",and together with the SELLER, the "Parties"). In consideration of TEN DOLLARS AND 08/100 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. . SELLER agrees tosell and convey toPURCHASER 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 mfthe Property will beeffected inorder toreduce slum and blight and toenable the construction of an affordable new housing community as set forth herein (the "Project") on the site ofthe former housing project known asOcean Breeze East. 2. PURCHASE PRICE AND . The Purchase Price for the Property shall be EIGHT HUNDREDTHOUSAND AND 00/100 DOLLARS ($800,000.00) 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. AnInitial Deposit inthe amount ofTWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two /2> business days following execution hereof bythe Parties, The Initial Deposit shall befully refundable tmPURCHASER, |fprior tathe expiration of the Feasibility Period (an hereinafter de0ned), the PURCHASER advises SELLER in writing that ddoes not intend tocomplete the purchase ofthe Property. 3.lSecond . An additional deposit in the amount of TWENTY-FIVE THOUSAND AND OO/1OO ($25,O0O.DO), which together with the Initial Deposit shall be referred toasthe"Deposit,"shall bedeposited with the Escrow Agent,atthe end ofthe Feasibility Period (as hereinafter described). The Deposit shall benon-refundable toPURCHASER, except upon (i) failure by SELLER to satisfy any conditions precedent to closing; or (ii) default by SELLER hereunder.. All interest accruing onthe Deposit, ifany, shall becredited tothe Party entitled to retain the Deposit in the event of the cancellation ortermination hereof.At closing,the Purchase Price shall be payable in cash, less the Deposit, and subject to proreUons and adjustments set forth herein. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one ofthe SELLER and PURCHASER has signed this Agreement. 009mo+z 5. CLOSING. The PURCHASER'S obligation to dose on the purchase of the Property iscontingent onthe following: a) PURCHASER'ssubmittal ofaformal application for anallocation of99&Low Income Housing Tax Credit's (UHTC)from Florida Housing Finance Corporation (the "AUocation") prior to the last date of the applicable Florida Housing Request for Applications period ("RFA") which is estimated to he not later than December 28, 2017 (the "ZO17Tax Credit Application Per|od"); b) Seller's delivery ofmarketable title tothe Property toPURCHASER subject only tnthe Permitted Exceptions asset forth herein, 6. CLOSING DATE. PURCHASER shall make every reasonable effort toclose on mrbefore January 31, 2O18, atsuch location towhich the parties may mutually agree inwriting. in the event closing is delayed for any reason,it is agreed that the Agreement shall terminate on June 3O, 2O18, ifclosing has not occurred. 7. TITLE TO BE CONVEYED. At Closing,SELLER shall convey toPURCHASER,bySpecial Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), valid,good,marketable and insurable title infee simple tothe Property,free and clear mfany and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (coUective|y,the"Permitted Exoeptions°): (a)general real estate taxes and special assessments for the year ofClosing and subsequent years not yet due and payable; (b) covenants, conditions, easements,dedications, rights-of-way and matters mfrecord included on the Title Commitment or shown on the Survey(as hereinafter defined),to which PURCHASER fails to object,orwhich 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 toenter upon the Property,at any time and from time totime with reasonable notice toSELLER and solong 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 | and Phase 11 environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, /nPURCHASER'S sole and absolute discretion, toterminate 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, subject to such disturbance as was reasonably necessary or convenient in the testing and � investigation ofthe Property; (ii)to the extent practicable, repair and restore any damage caused | tothe Property byPURCHASER'S testing and investigation;and /ii|\ release tVSELLER,atnocost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. m0P0rn+z rDrv\Duvh0esxCemtennia1 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 (subject to the limitation on practicability provided above) 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, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") 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. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) 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 diligently and in good faith undertake all necessary activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). Notwithstanding anything to the contrary in this Section, SELLER shall have an affirmative duty to satisfy all title requirements which are liquidated claims, outstanding mortgages,judgments, taxes (other than taxes which are subject to adjustment pursuant to this Agreement), or are otherwise curable by the payment of money without resort to litigation (collectively, the "Mandatory Objections"), which may, at SELLER'S election, be done at Closing by the Closing Agent's withholding of the applicable amount from the proceeds of sale. In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections which are not Mandatory 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, (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 00%7724-2 T:Drv\Dev1\0BE\Centenaja1 those expressly provided herein to survive termination nfthis Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue anupdated Title Commitment("Tit|eUpdate")covering the Property. |fany 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 t$such new ordifferent 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 tothe provisions ofthis Section. 8.3 PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property tothe nearest 1/1O0thofanacre. |fthe 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 ufSection 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 ofSELLER contained inthis Agreement shall be true and correct asofClosing. 9.2 . At Closing, there shail be no actions, suits, proceedings orinvestigations pending orthreatened against Seller orthe Property affecting any portion of the Property, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 . The Property shall be in compliance with all applicable federal, state and local laws,ordinances, rules, regulations,codes, requirements, licenses, permits and authorizations asofthe date ofClosing. 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. A1Closing,SELLER shall execute and deliver,orcause tobeexecuted and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizinf4 Resolutions. SELLER shall furnish aWarranty Deed (the °Deed") conveying toPURCHASER 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 omm72+z Permitted Exceptions,together with such resolutions orother applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 10.2 Sellees Affidavits. SELLER shall furnish toPURCHASER anowner'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 orenter into documents affecting the Property after the last effective date on the Title Commitment, and that there are noparties inpossession ofthe Property other than SELLER.SELLER shall also furnish 10 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. Aclosing 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 atClosing. 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 asPURCHASER mrthe 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. 21. PRORATION�,CLQSING COSTS AND CLOSING PROCEDURES. 11.1 P[o[ati.o n s. 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 cu/rent year's tax with due allowance made for maximum allowable discount. |fClosing occurs atadate when the current year's mi||age |snot fixed and current year's assessment isavailable,taxes will beprorated based upon such assessment and prior year's noi||age. !fcurrent year's assessment is not available, then taxes will be prorated on prior year's tax. ALen 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. 11.2 Closing Costs. SELLER shall pay for documentary stamps onthe 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 PURCHASER shall fund the Purchase Price subject to the credits, offsets and p/oretiunsset forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at �07'724-2 T:on^mv|mBsvc~mteuniu/ 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 Exi•stin - Mortpapes 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 1Lif!gptiqp. 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. 12.4 Acts Affecting Property.ert _j ... y. 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 PRIOR TO CLOSING. 13.1 PURCHASE R'S Default Pr i o r to Closing. 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 terminate this Agreement and retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those OW07P-4-2 T:Dr%ADev1\0BE\Centennia1 expressly provided to survive the termination of this Agreement; prodded, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property bypersons claiming by, through orunder PURCHASER. 13.2SELLER'S . /mthe event that SELLER fails tofully and timely perform any ofits obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to dosing, PURCHASER may, at its option declare SELLER in default under this Agreement in which event PURCHASER's rights shall include the right todemand specific performance ofthe provisions ofthis Agreement. 13.3 Notice of..Default Prior to Closin . Prior to declaring a default prior to closing and exercising the remedies described in this Section,the non-defaulting Party shall issue anotice ofdefault to the defaulting Party describing the event orcondition ofdefault insufficient detail toenable areasonable person todetermine the action necessary tocure the default. The defaulting Party shall have fifteen (15)days from delivery ofthe notice during which tocure the default, provided, however, that as to afailure to dose, the cure period shall only be three (3) business days from the delivery ofnotice. 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. 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 tothe following addresses: |ftqSeller: Boynton Beach Community Redevelopment Agency Executive Director, Michael Simon 71ON. Federal Highway Boynton Beach, Florida 33435 With acopy to: Kenneth Dodge, Esquire Lewis, Longman &VVa!ker, P.A. 515 North Aag|erDrive,Suite 150A West Palm Beach, Florida 33401 If to Purchaser: Ocean Breeze East Apartments LLC Attn.: LevvisSw/ezy 7735NVV146Street,Suite 306 Miami Lakes, F| 3]OlG m907724o ronxormmaeCxmznoim With a copy to: James Hurchafla, Esq. 888 E Las Olas Blvd Fort Lauderdale, FL 33301. 15, BINDING 0BLlGATIQL%JASSjG-NMENT. The terms and conditions of this Agreement are hereby made binding oil, 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 PURI HASER,which shall not be Unreasonably withheld. This Agreement rnay be freely assigned by PURCHASER to an affiliated 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 are unaffiliated party shall be subject to the written approval of SELLER, which shall not be unreasonably withheld. 16. RISK OF LOSSe In the event the condition of the Property, or any part thereof, is rnaterWly 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 obfigations 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 eryflnent domain prior to Closhig, SELLER shall promptly notify PURCHASER and PURCHASER stroll thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to ternnina"te within fifteen (1175) 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 SELL PR'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. ShoWd PURCHASER elect not to terminate,the parties hereto shall proceed to fl-losing 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 harniless 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 indernnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall sur hie Closing or terminaflon of this Agreement. 00907724-2 TOMDevROBETentennial 18. ENVIRONMENTAL CONDITIONS. To the best ofSELLER'S knowledge, the Property and the use and operation thereof are incompliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 19. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property isbeing sold toPURCHASER for the sole purpose ofdeveloping a mnu|ti'tarni|yaffordab|e development as described herein. 19.1 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 to the SELLER for review prior to submission to the City for formal site plan approval. SELLER shall provide comments orapproval ofthe design toPURCHASER atits next regularly scheduled Board meeting after PURCHASER submits plans for approval. 19.2RECLUIRED PROJECT ' The Project shall include the following elements and improvements: a) if requested or required by the SELLER, the Project will be designed to be a gated community to enhance the value of the Property. A decorative fence may be installed around the buildings comprising the Project tocreate anenclosed space. |frequested mrrequired by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry. Gates shall not be required if space required for gates (including stacking and turn-around requirements)is impractical or would negatively impact other elements of the site plan including the unit count. b) The Project will have a minimum of G' sidewalk constructed around the entirety ofthe Project. C) The Project will include street lights installed along the entire perimeter of the Project that are complimentary tothose existing along the east side ofN.SeacrestBoulevard adjacent to the Property. d) The Project will include on-street parking spaces,where feasible. e> The Project will include street and site trees that exceed the size and caliper requirement ofthe City's Land Development Regulations which will beinstalled along the entire perimeter of the Project. f) The Project will include enhanced resident amenities within the proposed project boundaries. g) The Project will include plaza style open space that exceeds the requirement ofthe City's Land Development Regulations with landscape, hardocape and accent lighting features preferably located on N. Seacrest Boulevard or at the corner of N. Seacrest Boulevard and NE 7 tx Avenue. mm,72+, h) The Project will include construction of three (3) story, 100-123 unit affordable multi-family rental housing development, approximately 2,50Qsq.ft. offlex space for a new Neighborhood Officer Program office and community space, which shall be provided to the CRA for said use rent free. 19.3 LOCAL,CONTRACTORS:Purchaser commits toprioritize using local contractors and sub-contractors during construction and to make efforts to hire local residents as part of the Project's operations team. These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job hairs or other employment opportunities within the community. Prior to and during the construction of the Project,the Developer shall: a\ Hire ajob placement consultant during the construction ofthe Project; b\ Host ajub hair; c) Give priority to Contractors that are Locally Owned Small Businesses to participate inthe construction ofthe Project; d\ Include in all contracts with Contractors requirements that the Contractors use Good faith Efforts to hire and train City residents to participate in the construction of the Project; ' e) Provide alist ofjob positions and descriptions tmaCommunity Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner toparticipate inthe construction ofthe Project; M Use Good Faith Efforts tooffer permanent job positions resulting from the Project toqualified City residents; 8} Notify and refer job training and job placement opportunities tothe Boynton Beach Community High School and South Tech Academy inBoynton Beach in the event each are able and willing toprovide such training; and h) Pay orcause to bepaid new hires inall permanent post-construction positions residing within the City aminimum ofthe Living Wage 19.4 Construction Permit Approval. 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 development and construction ofthe Project including the formulation of the Project's design and construction documents as well any and all applicable permit fees associated with the Project. 20. FUNDINGOPTIONS. BUYER shall have the following options toobtain funding for the Project. wW7724-z Tonxoor|\oecxccnamnia/ a) PURCHASER shall submit an application for g96 Low Income Housing Tax Credits (UHTC) from Florida Housing Finance Corporation (FHFC) in the 2017 Tax Credit Application Period. a) |fPURCHASER'sapplication toFHFCduring the 2O17Tax Credit Application Period is successful and 996 Tax Coedits are awarded to Seller for the Project, then the development of the Project shall commence pursuant to FHFC underwriting schedule. b) If PURCHASER is NOT successful, and no 996 Tax Credits are awarded through the 2O17TaxCredit Application Period,then SELLER shall,atits option,either: (i)instruct PURCHASER to apply to FHFCfor g SAIL loan and/or 9% L|HTCfunds through FHF['s 2018 RFA cycle ("2018 Tax Credit Application Period"); or (ii) instruct PURCHASER to obtain non- competitive Tax oncornpetit/veTax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 496Tax Credits from FHFC, and SELLER shall provide Tax Increment Revenue(T|R)funding(TIR)10the PURCHASER for the Project |nanamount to cover the difference between total Project development costs and the sum total of all Bond and 496 L|HT[ funds received by Purchaser for the Project, which amount ofT|R funding provided bySeller shall not exceed $350,O0d.D0per year over afifteen (15)year period without the approval mfSeller (hereinafter"Gap Funding"). }fSeller instructs Purchaser topursue option(ii}above, SELLER shall return toPURCHASER anamount equal tothe$8O0,U0Opurchase price paid for the Property and provide $S0D,000 in local government grant as proffered in PUKCHASER'sRFA response. C) If SELLER instructs PURCHASER to apply for SAIL funds in the 2018 Tax Credit Application Period and and SAIL funds are awarded to PURCHASER for the Project, then the development of the Project shall commence pursuant to FHFC underwriting schedule. d\ /fSeller instructs PURCHASER toapply for 9Y6L|HTCinthe 2O1QTax Credit Application Period, and 9%Tax Credits are awarded to the PURCHASER for the Project through the 2018 cycle,the development of the Project shall commence pursuant to FHFC underwriting schedule. |fSeller instructs Purchaser to apply for both SAIL funds and 9V6L|HTCinthe 2018 Tax Credit Application Period, the development of the Project shall commence pursuant to FHFC underwriting schedule atthe earliest ofeither SAIL funds nr996Tax Credits being awarded tothe PURCHASER for the Project. e) \fPURCHASER isinstructed toapply for SAIL funds and/or 996L|HTCin2OI8 and neither is successful,and no SAIL loan and no 9%Tax Credits are awarded to PURCHASER for the Project, the development ufthe Project shall commence pursuant to Section 21and SELLER shall: I) Instruct PURCHASER toobtain non-competitive Tax Exempt Multifamily Revenue Bond funding from FHFCorfrom the Palm Beach County Housing Finance Authority as well asnon-competitive 4%Tax Credits from FHFC, and 009m7-74-2 T:nrY\De,|\0oucmo1enmu1 ii) Provide TIR funding to the Purchaser for the Project in an amount to cover the difference between total Project development costs and the sum total of all Bond and 4% LIHTC funds received by Purchaser for the Project, which amount of TIR funding provided by Seller shall not exceed$350,000.00 per year over a fifteen(15)year period without the approval of Seller (hereinafter "Gap Funding") . If Seller instructs Purchaser to pursue option (ii) above, shall return to PURCHASER an amount equal to the$800,000 purchase price paid for the Property and provide$500,000 in local government grant as proffered in PURCHASER's RFP response. g) SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER when PURCHASER applies to FHFC in both 2017 and 2018 Tax Credit Application Periods for SAIL or 9% LIHTC funding for the Project. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER's applications to FHFC pursuant to this Agreement and SELLER shall provide a $567,500 Local Government Contribution to the Purchaser for the Project, which funds shall only be disbursed upon award of either SAIL or 91 LIHTC funds to PURCHASER for the Project. h) If the Project is funded by 9%LIHTCs or SAIL,financing will be obtained and documentation provided to the CRA within the time frame set forth in FHFC's credit underwriting procedures for the SAIL with bonds and 4%LIHTC or 9%LIHTC as the case may be. 21. DEVELOPMENT TIMELINE FOR TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the development timeline set forth in this Section. Completion of each action set forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion of each action. a) PURCHASER shall submit an application and all necessary supporting documents to the City for site plan approval within ninety(90) days of notice to PURCHASER from FHFC that it has not received either SAIL or 9%LIHTC funding in either the 2017 and 2018 Tax Credit Application Periods and written confirmation by SELLER that the Project will be funded pursuant to Section 20(f)above. b) Purchaser shall submit applications and all necessary supporting documents to the City for a building permit within one hundred twenty(120) days of the City's approval of the site plan for the Project. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. PURCHASER shall provide a copy of the building permit for the Project upon issuance of the same by the City. 00907724.2 TDrv\Dev1\0BE\Centennia1 C) SELLER shall assist PURCHASER's request for site plan approval and building permit issuance 1othe extent practicable and permitted by |avo and to the extent the same isconsistent with the terms ofthis Agreement. d> If the Project is funded by T|R, PURCHASER shall obtain non-competitive Tax Excennpt Multifamily Revenue Bond funding from FHFCorfrom the pa|nn Beach County Housing Finance Authority as well as non-competitive 4%Tax Credits from FHFC. Financing shall beobtained and documentation provided tothe CRA within the time frame set forth inthe HFA's and/or FHFC'scredit underwriting procedures for the SAIL with bonds and the 496L|HT[. e\ Regardless offunding source, PURCHASER shall conduct a groundbreaking ceremony and commence construction of the Project within sixty(60)days following the issuance ofabuilding permit bythe City for the Project.SELLER will beinattendance atthe ceremony with limited participation in its planning. d\ Temporary orpermanent certificate ofoccupancy shall beobtained within twenty-four(24) months following issuance ofthe building permit for the Project bVthe City, regardless offunding source. g) Purchaser shall diligently pursue and use all reasonable efforts to obtain all necessary approvals for the construction and development ofthe Project. Upon receipt mfthe building permit for the Project from the City, PURCHASER shall diligently pursue completion of construction ofthe project re8ard|essoffumdingaource. 22. DEFAULT AFTER CLOSING, Failure of PURCHASER to strictly comply with the any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach ofthis Agreement. |f PURCHASER has not provided SELLER with written notice explaining the reason or circumstances not under the control of PURCHASER that has prevented PURCHASER from complying with the provisions mfthis Agreement and SELLER has not agreed in writing to same, then the PURCHASER shall be required to reconvey the Property to the SELLER, and this Agreement shall be terminated,and SELLER shall be released from any and all obligations under this Agreement, and, assuming the SELLER has not otherwise returned to Purchaser an amount equal 10the purchase price for the Property pursuant toSection 20(b)above orany other provisions of this Agreement, SELLER shall reimburse PURCHASER the purchase price of the property described herein. 23. REVERTER CLAUSE. The Warranty Deed of conveyance 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 neconveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right ofreverter, SELLER shall reimburse PURCHASER the purchase price of the property described herein. To carry out the terms of this paragraph, PUR[HASERoha|| executeareverLeragreernentinthefmrnosetforthonExhibit"8". 00907724-2 24. RIGHT OF FIRST REFUSAL. |nthe event SELLER provides 7lRFfunds toPURCHASER for the Project under this Agreement, PURCHASER shall grant SELLER a Right mfFirst Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be as follows: (i) If Purchaser receives an offer to purchase the Property pursuant to a written contract or letter of intent, Purchaser shall give Seller notice of the offer bvdelivering a copy ofthe contract or letter of intent to Seller("Notice") pursuant to the Notice requirements VfSection 14above. (ii) Within ten (10) days of receipt of the Notice, Seller shall either waive or exercise its right of first refusal. /f 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 asset forth inthe Notice including the delivery of a deposit (if applicable), and upon receipt by the Purchaser ofthe foregoing from the Seller, Purchaser and Seller shall enter into a Purchase and Sale Agreement pursuant tothe same terms and conditions as the Notice. (|O) |fSeller fails tnexercise orwaive its right offirst refusal inaccordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then Seller's right offirst refusal shall bedeemed tohave been waived. 25. 25.1 General. This Agreement, and any amendment hereto, may beexecuted 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 tua Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall beofany force oreffect unless inwriting executed byParties. 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 nroral,between the Parties. This Agreement shall beinterpreted inaccordance 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 ofFlorida. 25.2 . Any reference herein totime periods which are not measured in business days and which are less than six(6)days, shall exclude Saturdays, Sundays and legal holidays inthe computation thereof. Anytime period provided for inthis Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time isofthe essence inthe performance ofall obligations under this Agreement. W907o4-2 rom^cev/mmaceotenn/a1 Time periods commencing with the Effective Date shall not include the Effective Date inthe calculation thereof. 25.3 Waiver. Neither the failure ofaparty toinsist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by party with knowledge of breach mfthis Agreement by the other party in the performance nftheir respective obligations hereunder, shall be deemed awaiver ofany 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 ofthis Agreement and the Closing. 25.4 The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall bemore strictly construed against any ofthe 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 requina. Provisions ofthis Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 25.5 SeverWifty. |fany provision ofthis Agreement orthe application thereof shall,for any reason and toany extent,beinvalid orunenforceable,neither the remainder ofthis Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby,but instead shall be enforced to the maximum extent permitted by law,The provisions of this Section shall apply to a-ny amendment of this Agreement. 25.6 Handwritten Provisions. Handwritten provisions inserted inthis Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith, 25.7Waiver of Jury TrL . As an inducement to PURCHASER agreeing to enter into this Agreement,PURCHASER and SELLER hereby waive trial byjury in anyaction or proceeding brought byeither party against the other party pertaining toany matter whatsoever arising out of orinany way connected with this Agreement. 25.8 Attornevs Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costo, including those a1the appellate level,shall be awarded 10the prevailing party. 25.9 Binding Authority. Each party hereby represents and warrants tothe other that each person executing this Agreement on behalf ofthe PURCHASER and SELLER has full right and lawful authority taexecute this Agreement and 10bind and obligate the party for whom or onwhose behalf heorshe issigning with respect to all provisions contained inthis Agreement. 25.1ONp_RgcoLdin � ThiaA�r�ementyh�||�otbereo�r�edinth�Pub|icRecords of Palm BeachCount\� Florida. m907724-2 T:m,\Dmv'wnMCnmxnouu 25.11 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. 25.12 SELLER Attorneys` ees 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. 25,13 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 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 T:DYv\DevA0BE-\Centennia1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: OCEAN BREEZE EAST APARTMENTS LLC BOYNTON BEACH COMMUNITY By Ocean Breeze East GP LLC REDEVELOPMENGENCY �o- Printed Names a .... Printed Name:Steven B.Grant Title: Authorized Meber Title:Chair Date. _ Date: .5 WITNESS: WITNESS: Printed Name: �, Printedame: (3c -� � WITNESS: WIT 5S: Printed Name: Printed Name: k/ua—uLbm-4 Approved as to form and legal sufficiency: CRA Attorney i1U'%U773.E-' r DrODc%h()BL Centennial EXHIBIT"A" LEGAL DESCRIPTION Lets 3 through 12 inclusive, in Block 1, Lots 1 and 2, in Block 1, LESS all that portion of lots 1 an lying West of the East right-of-way line for "S acr st Boulevard" as shown on Road Plat Book 5, at Page 182 and less a 20 foot return cure area for road right-of-way, PALM BEACHCOUNTRY CLUB ESTATES,accordingto the Plat thereof, as recorded in Plat Book 11,at Page 43,of the Public Records f Palm Beach County, Florida, and the South Half(S1/2) of the East Half ) of Lot 2 f Subdivision of the West Half( 1j2) of the Southeast Quarter (SE1/4) Of Section 21,Township 5 South, Range 43 East, LESS the South 125 feet thereof; Less parcels conveyed to the City of Lynton Beach by Official Records Book 852, Page 642 and LESS the right-of-way for "S acr st Boulevard"as shown on Road PlatO , at Page 182, according tO the Plat thereof, as recorded in Plat , at Page 4, Public Records of Palm Beach County, Florida. 00907724-2 T:Drv\Devi\OBE\Centennial EXHIBIT REVERTER AGREEMENT This REVERTER,AGREEMENT is dated as oft is LLfday of2017, by and between the BOYNTON BEACHCOMMUNITY (the .,SELLE ") and OCEAN BREEZEEAST APARTMENTS, LLC or its affiliated assignee (the "PURCHASER", and together with the SELLER,the "Parties"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deedof even to herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct certain Improvements n the Property in accordance with the guidelines and criteria set forth in the Purchase an Development Agreement("Agreement") executed y the Parties, C. The Deed shall provide that if the PURCHASER does not timely construct the Improvements as set forth in this Agreement, then the Property shall revert to the SELLER. NOW THEREFORE, in consideration oft e transfer of the Property o the PURCHASER and other consideration,the receipt and sufficiency of which are acknowledged,the parties agree as follows: . 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 Agreement. . In the event the Improvements are not timely completed (unless extended pursuant tot the terms of the Agreement), the Property shall revert to and thereafter ec a fee simple real estate owned by the SELLER. ithin 30 days of the written request of the SELLER,the PURCHASER will provide a quit claim deed to the Property In form and substance acceptable tot e SELLER evidencing ter conveyance of the Property. In the event the SELLER exercises Its right o reverter, SELLER shall reimburse PURCHASER the purchase price of the property described herein. 3. During the construction of the Improvements,P C E ill not place any additional liens or encumbrances on the Property except as consented to by the SELLER. in that regard,the SELLER ares not to unreasonably withhold its consent to any construction loan financed with a commercial bank or similar lender intended to fund the construction and development oft e Improvements. In such an event, the SELLER will enter into a Subordination Agreement satisfactory to such lender. Upon completion oft e Improvements satisfactory t 08884542.2 T: vl!®AE\Centet1niW 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: OCEAN BREEZE EASTAPARTIVIENTSJLC BOYNTON BEACH COMMUNITY REDEVELOP IT AGrNCY Printed Name: Printed Name:Steven B. Grant Title: 1" Title: Chairman Date: Date: TDrADevAOSECcalmnial FIRST AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS U AGREEMENT (the "First Amendment") made as of , 2019 by and between BO TON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (the "Seller"), and OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company(the"Purchaser"). WHEREAS, the parties entered into that certain Purchase and Development Agreement dated effective as of December 15,2017 ("PDA"); WHEREAS,the PDA contained an error in the legal description of the real property; WHEREAS, pursuant to the PDA, the Purchaser and Seller closed on the purchase and sale of the Property and recorded that certain Warranty Deed on March 2, 2018; WHEREAS, the Purchaser closed on equity financing for the Project in the approximate amount of $20,594,440 and construction debt financing for the Project in the approximate Dunt of$13,700,000 (altogether the equity and construction debt financing is hereby referred to as the "Financing") and building permits for the Project have been approved; WHEREAS, Purchaser has agreed to repay the City the full amount of the City's $567,500 Local Government Contribution in accordance with the loan documents attached hereto as Exhibit A (the "Loan Documents") and, Lewis V. Swezy, a principal of Purchaser has agreed to provide to the Seller the Completion Guaranty attached hereto as Exhibit B (the "Guaranty"); WHEREAS, the Purchaser and the Seller desire to amend the PDA in accordance with the terms hereof; and THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,the parties agree as follows: 1. Capitalized terms herein shall have the meaning assigned to them in the PDA, unless otherwise specifically provided herein. 2. The definition of"Property" in the PDA is amended, as of the date of the Warranty Deed, to identify the property more particularly described on Exhibit D. 3. Purchaser represents and warrants that the Financing has closed or will close concurrently with the consummation hereof. . Upon execution and delivery of the Loan Documents by the Purchaser and the Guaranty y Lewis V. Swezy (a) Seller's sole and exclusive remedy for any default relating to the PDA shall be an action to enforce the Completion Guaranty, which shall be subject to senior lender's subordination agreement, except that Seller shall retain the right to bring First Amendment to Purchase and Development Agreement—Ocean Breeze East an action to enforce Section 19.2(h) of the PDA, (b) the Reverter Agreement shall be terminated in accordance with that certain Reverter Termination Agreement attached hereto as Exhibit C, and (c) Sections 22, 23 and 24 shall be terminated in connection herewith. 5. Section 19.2(h) of the PDA shall be amended and restated as follows: The Project will include construction of a three (3) story, 100-123 unit affordable multi-family rental housing development, with flex space for a new Neighborhood Officer Program office and community space, is shall be provided to the CRA for said use rent free and be constructed in accordance with the site plan. 6. The provisions set forth in Section 25 of the PDA shall survive and are incorporated herein by reference. 7. By its joinder hereto, the City approves of the Loan Documents and will execute the Note and Loan Agreement and a subordination agreement in form and substance reasonably acceptable to the first mortgage lender and any refinancing thereof. [Remainder of this page intentionally left blank] First Amendment to Purchase and Development Agreement—Ocean Breeze East IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the date first written above. SELLER: BOYNTON BEACH COM' UNITY REDEV NT By: .. Name: Title: PURCHASER: OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company By: Ocean Breeze Manager LLC, a Florida limited liability company,its manager By: Lewis V. Swezy,Manager LEWIS V. SWEZY THE CITY OF BOYNTON BEACH, a political subdivi ' ate - rida By: g Name: Title: 0�r ®Buq _ First Amendment to Purchase and Development Agreement—Ocean Breeze East IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly execute(] as of the date first written above. SELLER: BOYNTON 13EACIII COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: PURCHASER: OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company By: Ocean Breeze Man Cq-'--a J Florida limited liab' c X11 nager Le S ezy,. anagc,r,,,, ,'WIGS-v Wr ,z)(L-` THE CITY OF BOYNTON BEACH,a political subdivision of the State of Florida By: Name: Title: First Amendiiient to Purchase and Development Agreement-Ocean Breeze East EXHIBIT A First Amendment to Purchase and Development Agreement—Ocean Breeze East Prepared by and return to: Randal M.Alligood,Esq. Nelson Mullins Broad and Cassel 390 N.Orange Avenue, Suite 1400 Orlando,FL 32801 THIS MORTGAGE IS GIVEN TO SECURE TILE FINANCING OF HOUSING UNDER PART V OF CHAPTER 420, FLORIDA STATUTES, AND IS EXEMPT FROM TAXATION PURSUANT TO SECTION 420.513, FLORIDA STATUTES ACCORDINGLY, NO DOCUMENTARY STAMP TAX OR INTANGIBLE TAXIS DUE'IN CONNECTION WITH THISMORTGAGE. Folio#s• MORTGAGE THIS MORTGAGE,hereinafter referred to as the"Mortgage"is made on or as of the 7th day of November , 2019, by and between OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company, hereinafter referred to as "Borrower," whose principal address is 7735 NW 146 Street, Suite 306,Miami Lakes,FL 33016, and THE CITY OF BOYNTON BEACH,a political subdivision of the State of Florida,whose principal address is 3301 Quantum Blvd,Suite 101,Boynton Beach,FL 33426 hereinafter referred to as"Lender". WITNESSETH: THAT to secure the payment of an indebtedness in the principal amount of Five Hundred Sixty- Seven Thousand Five Hundred and NO/100 Dollars($567,500.00), hereinafter referred to as the "Loan", which shall be payable in accordance with that certain Promissory Note and Loan Agreement,bearing even date herewith, inclusive of the signature of the Borrower, which is affixed hereto and made a part hereof, hereinafter referred to as the "Note", and all other indebtedness which Borrower is obligated to pay to Lender pursuant to the provisions of the Note and this Mortgage, Borrower hereby grants, conveys and mortgages to Lender all of its right,title and interest in: ALL THAT certain lot,piece or parcel of land situated in Palm Beach County and State of Florida,bounded and described in Exhibit"A" TOGETHER with all of Borrower's right, title and interest in the improvements now or hereafter erected on the property, and all easements,rights,appurtenances, rents,royalties,mineral,oil and gas rights and profits,water,water rights,and water stock,and all fixtures now or hereafter attached to the property,all of which,including replacements and additions hereto,shall be deemed to be and remain a part of the property covered by this Mortgage and all of the foregoing, together with said property are herein referred to as the "Property";and TOGETHER with any and all of Borrower's right,title and interest in awards now or hereafter made for the taking of the property mortgaged hereby,or any part thereof(including any easement)by the exercise of the power of eminent domain, including any award for change of grade of any street or other roadway, which awards are hereby assigned to Lender and are deemed a part of the property mortgaged hereby; and Lender is hereby authorized to collect and receive the same toward the payment of indebtedness secured by this Mortgage,notwithstanding the fact that the amount thereon may not then be due and payable; and 4839-3055-9657 v.8 TOGETHER with all rights, title and interest of Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal property, awards and other rights and interests being hereinafter collectively referred to as the"Mortgaged Property." TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto Lender, its successors and assigns forever for the purposes and uses herein set forth. AND Borrower further covenants and agrees with Lender,as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay the principal of the indebtedness evidenced by the Note,and all other charges and indebtedness provided therein and in this Mortgage,at the times and in the manner provided in the Note. Payment of principal shall be due in full on twentieth annual anniversary of the date hereof (hereinafter referred to as the"Loan Term")or prior to the expiration of the Loan Tenn if the Property is sold without the Lender's prior written consent. The Loan may be forgiven any time after the end of the Compliance Period (as defined in the Borrower's Amended and Restated Operating Agreement) in the sole and absolute discretion of the Lender. 2. FUNDS FOR TAXES,ASSESSMENTS AND LIENS. Borrower shall pay before the same become delinquent, as hereinafter provided, all taxes, assessments, and other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property,or any part thereof,and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. COMPLETION OF IMPROVEMENTS. This Mortgage and the attached Note were executed and delivered to secure moneys advanced in full to Borrower by Lender as or on account of a loan evidenced by the Note for the purpose of constructing on the Mortgaged Property one hundred twenty-three (123) rental apartments, hereinafter collectively referred to as the "Improvements." Borrower shall make or cause to be made all of the Improvements. 4. BUILDING REMOVAL, ADDITIONS AND COMPLIANCE WITH REQUIREMENTS. No building,structure,improvement,fixture or personal property mortgaged hereby shall be removed or demolished without the prior written consent of Lender except for obsolete or worn property replaced by adequate substitutes equal or greater in value than the replaced items when new and inventory and goods in the ordinary course of business. Borrower will not make,permit,or suffer any alteration of or addition to any building, structure or improvement which may hereafter be erected or installed upon the Mortgaged Property,or any part thereof,except the Improvements required to be made pursuant to Paragraph 3 hereof,nor will Borrower use,or permit or suffer the use of,any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of Lender.Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof,and will promptly comply with all the requirements of Federal, State and local governments or of any departments,divisions or bureaus thereof,pertaining to such property or any part thereof. 5. CHARGES AND LIENS. 4839-3055-9657 v.8 Borrower will not voluntarily create,or permit or suffer to be created or to exist,on or against the Mortgaged Property or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject,and will keep and maintain the same free from the claims of all parties supplying labor and/or materials which will enter into the construction or installation of the improvements.The Lender hereby acknowledges and agrees that the Mortgage will be subordinate tote first construction loan and first permanent mortgage to and any refinancing thereof, including increases in the first mortgage loan amounts(collectively,the" rior Mortgage"). All oft c provisions herein shall be subject to the terms of the for Mortgage. 6. NOTICE OF FIRE OR CASUALTY. Borrower will give immediate notice by registered or certified mail to Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such property, or any part thereof excepting a transfer otherwise permitted in the Borrower's Amended and Restated Operating Agreement. 7. COVERAGE OF INSURANCE POLICIES. a. Borrower will keep all buildings,other structures and improvements insured against loss by fire, flood (when applicable) and other hazards, casualties and contingencies in such amounts and manner and for such periods as may be reasonably required by Lender.Lender's insurance requirements may change from time to titne throughout the term of the indebtedness.All such insurance policies must include standard fire and extended coverage in amounts not less than necessary to comply with the coinsurance clause. Flood insurance IS NOT required for the subject property during the to of the mortgage to unless required by the Prior Mortgage. When required,flood insurance shall be in an amount at least equal to the outstanding principal balance of all mortgage(s), or the maximum amount of insurance available with respect to the project under the National Flood Insurance Act,whichever is lesser. All such insurance shall be carried by companies reasonably approved by Lender,and all policies shall be in such form and shall have attached thereto loss payable clauses in favor of Lender and any other parties as shall be reasonably satisfactory to Lender. All such policies and attachments thereto shall be delivered promptly to Lender,unless they are required to be delivered to the holder of a lien or a mortgage or similar instrument to which this Mortgage is expressly subject, in which latter event certificates thereof, satisfactory to Under, shall be delivered promptly to Lender. Borrower will pay promptly when due, as hereinafter provided, any and all premiums on such insurance.The Lender shall be listed as an additional insured on all such insurance policies. b° In the event of loss or damage to the Mortgaged Property, Borrower will give to Lender immediate notice thereof by mail, at the address herein above stated and Lender may make and file proof of loss if not made otherwise promptly by or on behalf of Borrower. Unless Borrower and Lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired,If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied tote sums secured by this Mortgage with the excess, if any, paid to Borrower, If the Property is abandoned by Borrower, for more than thirty (30) days unless due to events described in Paragraph 3,or if Borrower fails to respond to Lender within thirty(30)days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits,Lender is authorized to collect and apply the insurance proceeds at Urider's option either to restoration or repair of the Property or to the sums secured by this Mortgage. Usage of condemnation proceeds shall be subject to the same provisions of this Section 7(b). C. At least thirty (30) days prior to the expiration of each policy, the Borrower will 'famish the Lender with evidence satisfactory to the Lender of the payment of premium and the reissuance of a policy continuing insurance in force as required by this Mortgage. All policies, including policies for any amounts carried in excess of the required minimum and policies not specifically required by the Lender, 4839-3055-9657 v.8 will be in a form satisfactory to the Lender,and will be maintained in full force and effect.All policies will contain a provision that the policies will not be cancelled or materially amended (including any reduction in the scope or limits of coverage),without at least ten(10)days prior written notice to the Lender. If all or any part of the insurance will expire,or be withdrawn,or become void or unsafe,by reason of the Borrower's breach of any condition, or if for any reason whatsoever the insurance will be unsatisfactory tothe Lender, the Borrower will place new insurance on the premises, satisfactory to the Lender. Notwithstanding anything to the contrary herein, Borrower's compliance with the insurance requirements of the Prior Mortgage shall be deemed compliance with the terms oft `s Section 7. 8. TAXES. In order to protect more fully the security of this Mortgage,Borrower shall promptly submit to Lender upon request,or Lender's designated agent,the Palm Beach County Tax Invoice for the Mortgaged Property. Such invoice shall show either that no taxes are due or be accompanied by a receipt showing taxes have been paid in full. 9. LOCAL ORDINANCES. The Irnprovements and all plans and specifications shall comply with all applicable local ordinances,regulations and rules made or promulgated with lawful authority,including without limitation the Palm each County Construction Code and the Pah-n Beach County Property Maintenance Code. 10® PROTECTION OF LENDER'SSC Y. If Borrower fails to perform the covenants and agreements contained in this Mortgage or the Agreement, excluding any lien to which this Mortgage is expressly subject, or if any action or proceeding is commenced which materially affects Lender's interest in the Property, including, but not limited toeminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lenders option, upon notice to Borrower, may make such appearances,disburse such sums,and take such action as is necessary to protect Lender's interest,including, but not limited to, disbursement of reasonable attorney's fees. Any amounts disbursed by Lender pursuant to this Paragraph with interest thereon, shall become additional indebtedness of Borrower secured by this Mortgage, Unless Borrower and Lender agree to other to of payments, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall be interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Note unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph shall require Lender to incur any expense or take any action hereunder. 11. LENDER INSPECTIONS. Lender,or any of its Agents or Representatives,shall have the right to inspect the Mortgaged Property upon reasonable notice,which shall not be less than 3 business days.Should the Mortgaged Property, or any part thereof, require repair,care or attention,then, after written notice as provided herein(Paragraph 16)to Borrower,and Borrower's failure to so perform,Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the property as Lender may deem necessary. Any and all money that Lender must pay to accomplish the proper maintenance on the mortgaged property shall become due and payable under the provision of Paragraph 10. 12. EVENT OF DEFAULT. An Event of Default will be the occurrence of any one of the following events and expiration of the applicable cure period set forth in Paragraph 13 below, and upon that occurrence Lender may, at Lender's option,declare all sums secured by this Mortgage to be immediately due and payable, 4839-3055-9657 v.8 a. Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note,which shall have become due,prior to the due to of the next such installment; b. Nonperformance by Borrower of any covenant,agreement,term,or condition of this Mortgage,the Note,the Agreement,or of any other agreement made by Borrower with Lender in connection with such indebtedness,after Borrower has been given due notice in accordance with Paragraph 13 below by Lender to cure such nonperformance and thirty(30)days to cure; C. Failure of Borrower to perform any covenant, agreement,to or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage which continues beyond any applicable grace or cure period and for which a default has been declared; d. Lender's discovery of Borrower's failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, or the making herein, or in any of the agreements entered into by Borrower with Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by,on behalf of,or for the benefit of Borrower; . e. Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes,as required herein; f If the construction or installation of the Improvements shall not be carried out with reasonable diligence,or shall be discontinued at any time fora period of thirty(30)consecutive days for any reason other than strikes,lock-outs,acts of God, fires, floods or other similar catastrophes, such as riots,war or insurrection,or other events beyond the control of Borrower;or 9. IF BORROWE R DOES NOT REMAIN OWNER, OR ]IF ALL OR ANY PART OF THE PROPERTY OR AN INTEREST THEREIN IS RE,NTED,LEASED OR SOLD BY BORROWEIR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS AN AFFORDABLE HOUSING RENTAL DEVELOPMENT,WITHOUT LENDER'S PRIOR WRITTEN CONSENT. 3® OPTION OF MORTGAGEE UPON EVENT OIrDEFAULT. Upon the occurrence of An Event of Default,Lender,prior to acceleration, shall mail notice to Borrower and its Investor Member as is provided in Paragraph 16 hereof,specifying: a. The breach; b. The action required to cure such breach; C. A date not less than ten(10)days from the date the notice is mailed to Borrower by which such breach must be cured if the default is a monetary default,and a date not less than thirty(30)days from the to the notice is mailed to Borrower by which such breach must be cured if the default is a non- monetary default; and d. That failure to cure such breach on or before the to specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the property.The notice shall further inform Borrower of the right to assert in the foreclosure proceedings the non-existence of a default,or any other defense of Borrower to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to beimmediately due and payable without 4839-3055-9657 v.8 further demand and may foreclose this Mortgage by judicial proceedings. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including,but not limited to,reasonable attomey's fees and costs of documentary evidence,abstract,title reports and court costs. Notwithstanding anything herein to the contrary, Borrower's investor member shall have the right, but not the obligation,to cure a default hereunder within the same cure period as the Borrower. 14® APPOINTMENT OF RECEIVER. Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by a Court of Law as a matter of right and without regard to the value of the Mortgaged Property or the solvency of Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of and manage the Property, and will collect rents of the Property, including those past due. All rents collected by the receiver shall be applied first to payments of the costs of management of the Property and collection of rents, including, but not limited to, receiver's fees,premiums on receiver's bonds,and reasonable attorney's fees,and then to the sums secured by this Mortgage.The receiver shall be liable to account only for those rents actually received. 15. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy,The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of indebtedness secured by this Mortgage. I& NOTICE. Except for any notice required under applicable law to be given in another manner, (a)any notice to Borrower provided for inthis Mortgage shall be given by mailing such notice by certified mail addressed to Borrower at the property address or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested,to Lender's address below,or to such other address as Lender may designate by notice to Borrower as provided herein.Any notice provided for in this Mortgage shall be deemed to have been given to Borrower or Lender when given in the manner designated herein. LENDER: The City of Boynton Beach 3301 Quantum Blvd,Suite 101 Boynton each,FL 33426 WlTH A COPY TO: Lewis Longman Walker 515 North Flagler Drive, Suite 1500 West Palm Beach,FL 33401 Attn:Kenneth W. Dodge,Esq. BORROWER- Ocean Breeze East Apartments LLC 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 Attn: Lewis V. Swezy WITH A COPY TO: Nelson Mullins Broad and Cassel 390 N. Orange Avenue, Suite 1400 Orlando,Florida 32801 4839-3055-9657 v.8 Attn: Randal M.Alligood,Esq. INVESTOR: c/o Raymond James Tax Credit Funds,Inc. 880 Carillon Parkway St.Petersburg,Florida 33716 Facsimile No.: 727-567-8455 Attention: Steven J.Kropf,President Nixon Peabody LLP Exchange Place 53 State Street Boston,MA 02109 Attn:Nathan A.Bernard Facsimile No.: 617-345-1000 17. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property,it may be sold as one parcel. 18. BORROWER'S COPY. Borrower shall be furnished a conformed copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 19. LAWFULLY SEIZED. Borrower is lawfully seized of the Mortgaged Property and has good right, full power, and lawful authority to sell and convey the same in the manner above provided, and will warrant and defend the same to Lender forever against the lawful claims and demands of any and all parties whatsoever. 20. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successor in interest.Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower and Borrower's successors in interest. 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provisions hereof. 22. SUCCESSORS AND ASSIGNS. This Mortgage and all covenants, agreements, terms, and conditions herein contained shall be binding upon and inure to the benefit of Borrower, and,to the extent permitted by law, every subsequent owner of the Mortgaged Property and shall be binding upon and inure to the benefit of Lender and its assigns. The word"Lender" shall include any person, corporation, or other party who may from time to time be the holder of this Mortgage.Whenever used herein,the singular number shall include the plural,the plural number shall include the singular, and the use of any gender shall be applicable to all genders wherever the sense requires. 23. VENUE AND APPLICABLE LAW 4839-3055-9657 v.8 Each party covenants and agrees that any and all legal actions arising out of or connected with this Mortgage shall be instituted in the state courts located in and for Palm each County,Florida,as the exclusive forams and venues for any such action, subject to any right of either party to removal from state court to federal court, which is hereby reserved, and each party further covenants and agrees that it will not institute any action in any other forum or venue and hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or venue.This Mortgage is entered into within,and with reference to the internal laws of,the State of Florida,and shall be governed, construed and applied in accordance with the internal laws(excluding conflicts of law)of the State of Florida. 24. SURVIVABILITY AND SEVERABILITY a. Any term,condition,covenant or obligation which requires performance by either party subsequent to termination of this Mortgage shall remain enforceable against such party subsequent to such termination, b. In the event any section, sentence, clause or provision of this Mortgage is held to be invalid, illegal or unenforceable by a court having jurisdiction over the matter, the remainder of this Mortgage shall not be affected by such determination and shall remain in fall force and effect. 25. RELEASE Upon payment of all sums secured by this Mortgage and the Note, the Lender shall release this Mortgage and the Note.The Borrower shall pay all recordation costs. 26. NONRECOURSE The Borrower, its members and successors and assigns shall only be liable upon the indebtedness evidenced by the Agreement,and sums or amounts to accrue or to become payable thereunder or under this Mortgage or either of them, to the extent of the nonrecourse security granted under the Agreement or the Mortgage. If a default occurs, any judicial proceedings or enforcement of the remedies under the Agreement and this Mortgage against the Borrower,its members and successors and assigns shall be limited to the preservation, enforcement and foreclosure of the liens, estates, assignments, titles,rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought,issued or levied upon the assets,property or funds of the Borrower, its members or successors and assigns other than the properties, rights, estates and interests of the Borrower as are identified as security in this Mortgage. In the event of a foreclosure or other disposition as provided for in this Mortgage of such liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale,nojudgment for the deficiency of such indebtedness, sums and amounts shall be sought or obtained against the Borrower and/or its successors and assigns. 27. MERGER AND MODIFICATIONS This Mortgage will not be modified or amended except by agreement in writing signed by both parties. This Mortgage embodies the entire agreement and understanding between the parties hereto and there are no other agreements and/or understandings, oral or written,with.respect to the subject matter hereof,that are not merged herein and superseded hereby. [Signatures on the following page] THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 4839-3055-9657 v.8 IN'WITNESS WHERE,OF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. OCEAN BREEZE EAST APARTME ` - LLC,a Florida limited liability compan ltrtess Sig,�ratru•e � _ f / V Vt €-V /"7 r By: Ocean Breeze r a,I°lorida Name print d or typed limited cor is I eager t v y: 4 i ss Si Iture I S` Manager Narne printed or typed STATE OF FLORIDA COUNTY OF l - The foregoing instrument was acknowledged before me this day of 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, the manager o ce4,n Breeze East Apartments LLC, a Florida limited liability company, who is per s®r ftp -1 -F o .e-oy4ho has produced as idcr�kiBcat on Witness nay hand and official seal the date afores i ,� Notary Public, State of Fl fida at Large Alarery Pubic S18te d F9otttta Richard R Grammig My Comms GG 321400 or M1 F�riras 0711512023 Notary: Print or Type Name My Commission Expires - 1 � 4839-3055-9657 v.5 MORTGAGE Ocean Breeze East Apartments Exhibit"A" Legal Description The land referred to herein below is situated in the County of Palm Beach, State of Florida, and described as follows: Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according to the plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South, Range 43 East, LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5, at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. End of Exhibit"A" 4839-3055-9657 v.8 PROMISSORY NOTE AND LOAN AGREEMENT Folio Number and Property Address: See Exhibit"A": Date: November 7, 2019 Amount.- $567,500.00 FOR VALUE RECEIVED,the undersigned,hereinafter referred to as"Boffower,"pro mises to pay to the order of THE CITY OF EO ON BEACH, a political subdivision of the State of Florida, hereinafter referred to as "Lender", or its successors, the sum Five Hundred Sixty-Seven Thousand Five Hundred and NO/100 Dollars($567,500.00)(the "Loan Sum")to the extent such amount has been disbursed by Lender to Borrower. LOAN AGREEMENT: Lender shall loan to Borrower on or after the date hereof,the Loan Sum in one or more draws upon written request of Borrower for the purpose of developing and constructing a 123 unit multifamily apartment complex to be owned,used and operated as low income housing under IRC Section 42 (the "Project"). Such request shall be accompanied by a draw request approved by the first mortgage construction lender showing the specific uses of the requested draw from the Lender for hard and soft costs of the Project and also showing disbursement of first mortgage to proceeds to the Borrower. Borrower shall not use the Loan Sum proceeds for any purpose other than the hard and soft costs associated with the Project. Subject to the foregoing,the funding will occur upon commencement or during construction,but no later than twelve(12)months after the date of closing. LOAN PAYMENT: Borrower shall promptly pay the principal of the indebtedness evidenced by this Note,and all other charges and indebtedness provided herein and in that certain Mortgage to be entered into on date even herewith and recorded in the Public Records of Palm each County,Florida(the"Mortgage"),at the times and in the manner provided in this Note and in the Mortgage. The interest to on the loan shall be zero percent(0%)interest. Payment of any principal shall be due in full on the twentieth annual anniversary of the to hereof (hereinafter referred to as the"Loan Term"). This Note may,be forgiven any time after the end of the Compliance Period (as defined in the Borrower's Amended and Restated Operating Agreement) in the sole and absolute discretion of the Lender. Loan payment hereunder is secured by the terms of that certain Mortgage by and between Borrower and Lender dated of even date herewith(the"Mortgage"), DEFAULT & ACCELERATION: Lender all have the optional right to declare the amount of the total unpaid balance hereof to be due and forthwith payable in advance of the maturity to of any sum due or installment, as fixed herein, after notice has been given in accordance with the terms and conditions in the Mortgage securing this Note,upon the occurrence of any event or failure to perform,in accordance with any of the terms and conditions in the Mortgage or this Note. Notwithstanding anything herein to the contrary, Borrower's investor member shall have the right, but not the obligation,to cure a default hereunder within the same cure period as Borrower. ESTOPPEL/WAIVER: Failure of Lender to declare a default shall not constitute a waiver of such default.Upon default,this Note will accrue interest at the highest to permissible under applicable law,or,if this Note be reduced to judgment, such judgment should be interest at the highest rate perinissible and applicable law. Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze 4824-5364-0361 v.8 PREPAYMENT: Borrower reserves the right to prepay at any time all or part of the principal amount of this Note without the payment of penalties or premiums. All payments of this Note,prior to default, shall be first applied to reduce the principal amount of this Note and second to the payment of interest,if any. COLLECTION COSTS: If suit is instituted by Lender to recover this Note,Borrower agree(s)to pay all reasonable out of pocket costs of such collection including reasonable attorney's fees and court costs. PARTIES:The words`Borrower"and"Lender"in this Note shall be construed to include the respective heirs,personal representatives, successors,and assigns of the Borrower and the Lender. CONSTRUCTION AND VENUE: Each party covenants and agrees that any and all legal actions arising out of or connected with this Note shall be instituted in the state courts located in and for Palm Beach County,Florida,as the exclusive forums and venues for any such action, subject to any right of either party to removal from state court to federal court,which is hereby reserved,and each party further covenants and agrees that it will not institute any action in any other forum or venue and hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or venue. This Note is entered into within, and with reference to the internal laws of, the State of Florida, and shall be governed, construed and applied in accordance with the internal laws(excluding conflicts of law)of the State of Florida. NONRECOURSE: The nonrecourse terms of the Mortgage are incorporated herein by reference and shall survive regardless of whether the mortgage is satisfied or amended. THIS NOTE ARISES OUT OF OR IS GIVEN TO SECURE THE REPAYMENT OF A LOAN ISSUED IN CONNECTION WITH THE FINANCING OF AFFORDABLE HOUSING AND IS EXEMPT FROM DOCUMENTARY AND INTANGIBLE TAXES PURSUANT TO SECTION 420.513(l), FLORIDA STATUTES. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze Z 4824-5364-0361 v.8 IN WITNESS Vd1 EREOF, this Note has been duly executed by Borrower as of the day and year first written above. OCEAN BREEZE EAST APARTMENTS LLC,a Florida limited liability company fitness sigdature % - By: Ocean Breeze—M ager C; a Flor` a Name print or typed limited.,li i mot any, its g r u- By:. Wl' s Si titre wis .Swe2 lat er Name printed or typed STATE.OF FLORIDA COUNTY OF t evj The foregoing instrument was acknowledged before me this day of AIP 11 ,2019, by Levis V. Swezy,as manager of Ocearn Breeze Manager LLC,a Florida limited liability con airy,the manager of Ocean Breeze East Apartments LLC,a Florida limited liability eotnpa ; �.7l is.personally known[�me or who has produced as identification. Witness my hand and official seal the date aforesai L- =��- NoUq Pubs state or FWda Notary Pnblic,State of Flor` at Large RiChard P Gramrnig "�,, W Cc�r M44ian GG 321400 `a Expires OM5F2023 �`6-- EE! " - Notary;print or Type Name iuly COIWAssion l xpires - lT-1-73 Promissory Note and Loan Agreement(City of Boynton Beach)- Ocean Breeze -, 4524-5364-0361 v.S IN WITNESS WHEREOF,this Note has been duly executed by Lender as of the day and year first written above. THE CITY OF BOYNTON BEACH, a political subrithe St o a i ness Si at-u $yNae ted art e Naf Title: it ess Sig at e Nd�u e printed or typed J� z, STATE OF FLORIDA COUNTY OF jja The foregoing instrument was acknowledged before me this day of NOr , 19,by as of who is 1 personally known to me or `rho has produced as identification----- Witness dentificationWitness my hand and official seal the date aforesaid, Not a lic, of Florida at Large + i 1 Y\,! Notary: Print or Type Name My Commission Expires SO$ Bonnie Nicldien NOTARY PUBLIC STATE OF FLORIDA Comm#GG108394 Expires 5/25/2021 Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze q 4824-5364-0361 v.8 PROMISSORY NOTE AND LOAN AGREEMENT Ocean Breeze East Apartments Exhibit"A" Le=gal Description The land referred to herein below is situated in the County of Palm Beach,State of Florida, and described as follows: Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according to the plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. AND The South 112 of the East 112 of Lot 2 of Subdivision of the West 1/2 of the Southeast 114 of Section 21, Township 45 South, Range 43 East, LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5,at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. End of Exhibit"A" Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze 5 4824-5364-0361 v.8 EXHIBIT B First Amendment to Purchase and Development Agreement—Ocean Breeze East GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (this "Guaranty") is made effective as of the 7th day of November 2019, notwithstanding the date of execution, by Lewis V. Swezy, an individual resident of the State of Florida (the "Guarantor"), in favor of BOYNTON EACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part 111, of the Florida Statutes, whose principal address is 3301 Quantum Blvd, Suite 101, Boynton Beach, FL 33426 (the 44CRA"). RECITALS: WHEREAS, Ocean Breeze East Apartments LLC, a Florida limited liability company (the "Company")and the CRA entered into that certain Purchase and Development Agreement dated effective as of December 15,2017(the"PDA"); WI]E AS,the Company has requested an amendment to the PDA; WHEREAS, the CRA requires,as a condition to making the amendment,that Guarantor execute and deliver this Guaranty for the benefit of the CRA. NOW, 'THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the CRA to make the amendment to the PDA, Guarantor hereby represents,warrants and covenants to the CRA as follows: 1. Obligations Guaranteed. Guarantor unconditionally guarantees to the CRA, (a) the final completion of the improvements by the Company (the "Project'-) on the land described on Exhibit A attached hereto, free and clear of all liens (other than liens described in that certain First American Title Company Title Insurance Commitment No. 2037-4488741 dated October 2, 2019), substantially in accordance with the description of such improvements set forth on Exhibit B attached hereto ("Final Completion"); (b) the Company's obligation to pay all sewer and water rents, impact fees, permitting fees, any other fees levied by any governmental authority having jurisdiction over the Project in connection with the development or construction of the Project, real estate taxes and assessments and payments in lieu of the foregoing, assessed or levied against the Project during the period of construction until Final Completion; and (c) payment in full of any and all reasonable expenses that may be paid or incurred by the CRA in the collection of all or any portion of Guarantor's obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers,privileges, remedies and interests of the CRA hereunder, including, without limitation, reasonable attorneys' and paralegals' fees, irrespective of the manner or success of any such collection, exercise or enforcement, at trial, on appeal, in any bankruptcy proceedings or whether suit be brought or not, and whether or not such expenses constitute part of the Company's obligations. 2. Unconditional GuarantyThis Guaranty is an absolute, unconditional, primary, present and continuing guaranty of payment and performance and not of collection and is in no way conditioned or contingent upon. any attempt to enforce the CRA's rights against the Company or any other guarantor or to collect from the Company or any other Guarantor or upon any other condition or contingency. Guarantor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) which such Guarantor may have against the Company arising from a payment made by such Guarantor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of such Guarantor or any right of such Guarantor to proceed against the Company for reimbursement, unless and until the Guaranteed Obligations are indefeasibly paid in full in cash, 4827-4125-3289 v.6 3. Liabili!y Unimpaired. To the fullest extent permitted by law, Guarantor's liability hereunder shall in no way be limited or impaired by any act or inaction of the CRA or the City of Boynton each (the"City") in connection with that certain Promissory Note and Loan Agreement by the Company to the order of the City, dated of even date herewith (the "Loan Agreement") or that certain Mortgage by and between the Company and the City dated of even date herewith(the"Mortgage"). 4. Reinstatement. This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by the CRA (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, Guarantor or any other Person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, ortrustee or similar officer for, the Company, Guarantor or any other Person or for a substantial part of the Company's, Guarantor's or any of such other Person's property, as the case may be, or otherwise, all as though such payment had not been made. Guarantor her agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of the CRA in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor pursuant to Paragraph 1 above. 5. Litigation, Compliance with Judgments. Guarantor represents and warrants that there are no actions, suits or proceedings pending or threatened against or affecting such Guarantor, at law, in equity or before or by any governmental authorities which would have a material effect on such Guarantor's ability to perform its obligations hereunder. To the best of Guarantor's knowledge, Guarantor is not in default with respect to any order, writ, injunction, decree or demand of any court or governmental authorities. 6. Authorization and Enforceability, No Conflicts. Guarantor represents and warrants that it has the fall power and authority to enter into and perform its obligations under this Guaranty and this Guaranty is a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms, The execution, delivery and performance of this Guaranty has been authorized by all proper and necessary actions of Guarantor. Guarantor represents and warrants that the consummation. of the transactions contemplated hereby and the performance of this Guaranty have not resulted and will not result in any breach of, or constitute a default under, any mortgage, deed oft st, lease, bank loan or credit agreement, corporate charter, by-laws, partnership agreement, trust agreement or other instrument to which such Guarantor is a party or by which such Guarantor may be bound or affected. 7. Compliance with Laws. Guarantor represents and warrants that Guarantor is in compliance with, and the transactions contemplated by this Guaranty do not and will not violate any provision of, or require any filing, registration, consent or approval under, any federal, state or local law, rule, regulation, ordinance, order, writ,judgment, injunction, decree, determination or award(hereinafter, "Laws") presently in effect having applicability to such Guarantor. Guarantor will comply promptly with all Laws now or hereafter in effect having applicability to Guarantor. 8. Accuracy of Information, Full Disclosure. Guarantor represents and warrants that neither this Guaranty nor any documents, financial statements,reports,notices, schedules, certificates, statements or other writings furnished by or on behalf of Guarantor to the CRA in connection with the negotiation of the amendment to the PDA or the consummation of the transactions contemplated thereby, or required herein to be furnished by or on behalf of Guarantor, contains any untrue or misleading statement of a material fact as of the date thereof; to Guarantor's knowledge, there is no fact which Guarantor has not 4827-4125-3289 v.6 disclosed to the CRA in writing which materially affects adversely any of the Project or the business affairs or financial condition of Guarantor,or the ability of Guarantor to perform this Guaranty, 9. Mechanics' Liens. If the Company and/or Guarantor shall have completed or caused the completion of the construction of the Project, so as to achieve Final Completion, then upon the expiration of any time period beyond the date in which the Company or Guarantor has achieved Final Completion, within which mechanics, materialinen or other Persons (collectively, "Mechanics') are entitled to file liens against the Project for development,construction, materials or related work claims(such completion and the expiration of such time period, is herein referred to as the "Completion of the Project'), Guarantor shall be released of any further obligations under this Guaranty; pmy&d,however, if the CRA shall have received after Completion of the Project, duly executed lien waivers from all Mechanics entitled.to file liens against the Project evidencing the payment in full for all of their work relating to the Project, this Guaranty shall terminate upon receipt of such lien waivers. The CRA agrees that upon the CRA's receipt of evidence satisfactory to the CRA of the Completion of the Project, and, provided, that no undischarged liens which have not been bonded over shall have been filed against the Project by Mechanics, CRA shall deliver a written confirmation that this Guaranty is limited only to a guaranty against the filing of subsequent liens against the Project by Mechanics with respect to which such duly executed lien waivers have not been received by the CRA. Thereafter, this Guaranty shall continue as a guaranty against claims and liens by Mechanics that have not been waived until Mechanics are no longer legally entitled to file any such claims or liens against the Project, whereupon the CRA, upon receipt of written request from Guarantor, shall deliver to Guarantor the CRA's final written confirmation of termination of this Guaranty in full, provided that no undischarged Mechanics' liens have been filed against the Project. 10. Non-Waiver Remedies Cumulative. No failure or delay on the CRA's part in exercising any right,power or privilege under this Guaranty shall operate as a waiver of any such privilege,power or right or shall be deemed to constitute the CRA's acquiescence in any default by Guarantor. A waiver by the CRA of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the CRA otherwise would have on any future occasion. The rights and remedies provided herein are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. 11. Severability. Any provision of this Guaranty, or the application thereof to any Person or circumstance,which, for any reason, in whole or in part, is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty(or the remaining portions of such provision)or the application thereof to any other Person or circumstance, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision (or portion thereof) orthe application thereof to any Person or circumstance in any other jurisdiction. 12. Entire Avreement, Amendments. This Guaranty contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter, and none of the terms and provisions hereof may be waived, amended or terminated except by a written instrument signed by the Person against who enforcement of the waiver,amendment or termination is sought. 13. Successors and Assigns. This Guaranty shall be binding upon and shall inure to the benefit of the CRA and Guarantor and their respective heirs, personal representatives, successors and assigns. This Guaranty may be assigned by the CRA with respect to all or any portion of the obligations guaranteed hereby, and when so assigned Guarantor shall be liable under this Guaranty to the assignee(s) of the portion(s) of the obligations guaranteed hereby so assigned without in any mariner affecting the 4827-4125-3289 v.6 liability of Guarantor hereunder to the CRA with respect to any portion of the obligations guaranteed hereby retained by the CRA. 14. WAIVER OF TRIAL BY JURY. GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, THE CRA, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE GUARANTY, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND THE CRA, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. GUARANTOR AND THE CRA ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. 15. ADDITIONAL WAIVERS IN THE EVENT OF ENFORCEMENT, GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF THE CRA ON THIS GUARANTY,ANY AND EVERY RIGHT GUARANTOR MAY HAVE TO (I)INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT GUARANTOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE CRA WITH RESPECT TO ANY ASSERTED CLAIM. 16. Governing Law; Submission To Jurisdiction. This Guaranty and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with,the laws of the State of Florida(without giving effect to Florida's principles of conflicts of law). Guarantor hereby irrevocably submits to the exclusive jurisdiction of the state courts located in and for Palm Beach County over any suit, action or proceeding arising out of or relating to this Guaranty, and Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law,all service of process in any such suit, action or proceeding in any Florida State or Federal court sitting in the County of Palm Beach may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address indicated below, and service so made shall be complete ten(10)days after the same shall have been so mailed. 17. Paragraph Headings. Any paragraph headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction hereof. 18. Notices.Notices shall be given with respect to Guarantor at the address set forth below: GUARANTOR: Lewis V. Swezy c/o Centennial Management Co. 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 WITH A COPY TO: Nelson Mullins Broad and Cassel 390 N. Orange Avenue, Suite 1400 Orlando,Florida 32801 Attn: Randal M.Alligood,Esq. 48274125-3289 v.6 19. Countei j)arts. This Guaranty may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. [EXECUTION PAGE FOLLOWS] 48274125-3289 v.6 [SIGiVATURE I'AGE TO GUAR,,,11V7T OF MVPLEMN] _ IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly exec ited andQ:pl vered by its duly authorized official as of the 7th day of November 2019. GUARANTOR: L IS V. Y 4827-4125-3289 v.6 EXHIBIT A Legal Description The land referred to herein below is situated in the County of Palm Beach, State of Florida,and described as follows: Lots 3 through 12 inclusive,in Block 1,AND Lots I and 2, in Block 1,LESS all that portion of Lots I and 2 lying West of the East right-of-way line for Seacreit Boulevard as shown on Road Plat Book 5,at Page 182 AND LESS a 20 foot return curve area for road right-of-way,PALM BEACH COUNTRY CLUB ESTATES,according to the plat thereof,as recorded in Plat Book 11,at Page 43,of the Public Records of Palm Beach County,Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21, Township 45 South,Range 43 East,LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852,Page 642, and LESS the right-of-way for Seacrest Boulevard,as shown on Road Plat Book.5,at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4,Public Records of Palm each County,Florida. 4827-4125-3289 v.6 EXHMIT B Description of Improve m nts I. If requested or required by the CRA, the Project will be designed to be a gated community to enhance the value of the Property. A decorative fence may be installed around the buildings comprising the Project to create an enclosed space. If requested or required by the CRA, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry. Gates shall not be required if space required for gates (including stacking and turn- around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. 1 The Project will have a minimum of a 6'sidewalk constructed around the entirety of the Project. 3, The Project will include street lights installed along the entire perimeter of the Project that are complimentary to those existing along the east side of N. Seacrest Boulevard adjacent to the Property. 4. The Project will include on-street parking spaces,where feasible, 5. The Project will include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations which will be installed along the entire perimeter of the Project, 6, The Project will include enhanced resident amenities within the proposed project boundaries. 7. The Project will include plaza style open space that exceeds the requirement of the City's Land Development Regulations with landscape, hardscape and accent lighting features preferably located on N. Seacrest Boulevard or at the comer of N. Seacrest Boulevard and NE 7th Avenue. 8. The Project will include construction of a three (3) story, 100-123 unit affordable multi-family rental housing development, with flex space for a new Neighborhood Officer Program office and community space,which shall be provided to the CRA for said use rent free and be constructed in accordance with the site plan. 48274125-3289 v.6 EXHIBIT C First Amendment to Purchase and Development AgTeernent—Ocean Breeze East This instrument prepared by and return to: Randal M. Alligood,Esq. Nelson Mullins Broad and Cassel 390 North Orange Avenue, Suite 1400 Orlando,Florida 32801 TERMINATION OF REVERTER AGREEMENT THIS TERMINATION OF REVERTER AGREEMENT (this "Termination") is executed this 7th day of November 9 2019 by OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company ("Ocean Breeze"), whose address is 7735 NW 146h Street, Suite 306, Miami Lakes, Florida 33016 and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes("Seller"). WITNESSETH: WHEREAS, Seller entered into that Reverter Agreement with Ocean Breeze as of December 15, 2017 (the "Reverter") with regard to the real property described in the attached Exhibit A(the "fLqpertl"); WHEREAS, Ocean Breeze and Seller desire to terminate the Reverter; NOW,THEREFORE, for and in consideration of the premises hereof and of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. The foregoing recitals are true and correct and are incorporated herein by this reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in the Reverter. 2. The Reverter is terminated in its entirety and shall be of no further force or effect whatsoever, and Seller has no further rights of reversion or to a repurchase of the Property under the Reverter or under any other agreement. 3. The Reverter is the"Reverter Agreement"referred to in that certain Warranty Deed dated January 31,2018, from Seller to Ocean Breeze as recorded in Of Records Book 29685, Page 749 oft e Public Records of Palm each County,Florida, and for clarity, any reverter rights under such Warranty Deed are also terminated. 4. This Agreement may be recorded. 1 of 3 4847-6277-5977 v.5 CONSENTED TO BY: Witness: a OCEAN BREEZE EAST APARTMENTS LLC, a Print Nar e: /+:,[L,c 7/' Florida limited liability company �� w By: Ocean Breeze Mana er CFlorida Witness: 4limited liability c a t r Print Na . ' By: Lev' e , iv nage:. STATE OF FLORA COUNTY OF t t 1 -4 The foregoing instrument was acknowledged before nue this day of �7 , 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, as manager of Ocean Breeze Fast Apartments LLC, a Florida limited liability company, who has produced as iclentiBcator anis peal rel to...rne Notary Public Notary Public State of FkMida Richard P Gramm g Print Narne: �4 e - � w My Comm"ion GG 321400 rib 07115/2023 My Commission Expires: 1 ' 3 of 4 Witness: BOYNTON BEACHCOMMUNITY Print Name: �,:., REllE�' ' PM T A CY ... r X'/ By: Witness: N e: Print Name: Title: STATE OF FLORIDA COUNTY OF "� The foregoing instrument was acknowledged before me this CDday of , 2019, by fb• C- , as CA IN- ` W tAftZof Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Chapter 163, art III, of a Statutes, who has produced as identification or is ersonally no n to e. y Bonnie Nickiien 1 Mary P lic NOTARY PUBLIC STATE OF FLORIDA Print Name: 000tjt�; 1 c GG1o839a Expires 5/25/2021 My Commission Expires: 2 3 of 4 EXHIBIT A Legal Descriptio The land referred to herein below is situated in the County of Palm Beach, State of Florida, and described as follows, Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according tote plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm each County, Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South, Range 43 East, LESS the out 125 feet thereof-, LESS the parcels conveyed to the City of Boynton each by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, asshown on Road Plat Book 5, at Page 182, according tote plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. 4 of 4 EXHIBIT D The land referred to herein below is situated in the County of Palm each, State of Florida,and described as follows: Lots 3 through 12 inclusive, in Block 1,AND Lots I and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way,PALM BEACH COUNTRY CLUB ESTATES,according to the plat thereof, as recorded in Plat Book 11,at Page 43, of the Public Records of Palm Beach County,Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South,Range 43 East,LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton each by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5, at Page 182, according to the plat thereof,as recorded in Plat Book 1,at Page 4, Public Records of Palm Beach County,Florida. First Amendment to Purchase and Development Agreement—Ocean Breeze East SECOND AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND DEVELOP MENTAGREEMENT (the "Second Amendment") made as of 2020, by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part HI, of the Florida Statutes (the "Seller"), and OCEAN BREEZE EAST APARTMENTS, LLC, a Florida limited liability company (the "Purchaser"). Hereinafter the"Purchaser" and the "Seller", shall be collectively referred to as"the "Parties." WHEREAS, the Parties entered into that certain Purchase and Development Agreement dated effective as of December 15, 2017 ("PDA"); WHEREAS, pursuant to the PDA, the Parties closed on the purchase and sale of the Property and recorded that certain Warranty Deed on March 2, 2018; and WHEREAS, on November 5, 2019, the Parties executed the First Amended PDA; and WHEREAS, the Parties desire to further amend certain terms and conditions of the PDA as more particularly described below. NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows: 1. Incorporation. The above recitals are hereby incorporated herein as if fully set forth. 2. Amendment. Section 19.2(h) of the PDA is hereby stricken and replaced with the following: (h) The Project will include construction of a three(3)story, 100-123 unit affordable multi- family rental housing development, with approximately 2300 sq. ft. of flex space for a new Neighborhood Officer Program office and community space,which shall be provided to the Seller for said use rent free, and be constructed in accordance with the site plan. 1. Purchaser shall utilize Ocean Breeze East general contractor and design professionals (architect and sub-consultants mechanical/electrical/plumbing consultants, etc.)to prepare design drawings to meet all applicable codes in order to obtain a building permit for the flex space buildout. 2. Seller shall have the right to approve all design aspects of the flex space buildout. 3. The flex space buildout shall at a minimum consist of finished walls, ceilings, floors, window treatments, electrical/mechanical/plumbing/fire protection systems,plumbing fixtures, interior and exterior lighting fixtures, interior doors, low voltage, and,phone and data equipment. 01352621-1 4. The flex space buildout shall include restroom(s) and a storage area. 5. The total cost of the flex office space, including labor and materials, shall not exceed $130,000. 6. Seller shall reimburse Purchaser for the flex space buildout. Purchaser shall submit an itemized statement of Purchaser's expenses associated with the flex space buildout upon completion. Seller will reimburse Purchaser within 30 days after receipt of a complete reimbursement request. 3. General. Except as expressly set forth in this Second Amendment, the PDA is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the Parties. This Second Amendment may be executed in a number of counterparts, one and all of which shall constitute the agreement of the Parties, and each of which shall be deemed an original. To the extent of any conflict between the PDA and this Second Amendment, this Second Amendment shall control. [Remainder of this page intentionally left blank] 01352621-1 WITNESSES OCEAN BREEZE EAST APARTMENTS By: Print Name: Print Name: Title: Date: Print Name: WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Print Name: Title: Date: Print Name: 01352621-1 U o g o w (n U)m a c will all @HUM wyffi -- N r NE1slSTREET y aR y})SLl t 14 leg 01 t1 K 1 � emase 1 �F I - �ij4far l lego iv, s U d � a 0 d x 0 I sz e sl LL co0 - !4 w g `3$ N SEACREST BLVD 8 11 S 1 HX3 t ;� r{ UNIT A1�S t Til 13 L/ TO 17-2" 2r 13 4V31 ? ---- � - tJNT Al-S 1-r 4" + - 13-4" P Sa WC-2 .. 4 m ¢ ` ------------------11 ----- - 3 tY (j)�tT A 2 IAW Michael G.Gregory A Vanessa IL Snow Joseph Miullo 2100 High Ridge Road Chid of Poke AWdant Ch,!of Assistant Chief Boynton Ruth,Fl.33425 suppit Semm Uniform Wen 561.742.8100 August 27, 2020 Michael Simon, Executive Director Community Redevelopment Agency(CRA) 100 East Ocean Avenue Boynton Beach, FL 33435 Dear Mr. Simon: Promulgated by the recent request from CRA staff to design an office space for our Neighborhood Officer Program (NOP) at the Ocean Breeze East Apartment complex, we would like the CRA Board to reevaluate this location for a future office site. The Boynton Beach Police Department believes that the most beneficial location for a future office site for the NOP would be along the 1 st floor commercial space at the Martin Luther King Jr. (MLK) Boulevard Corridor Project. This site provides a central location for our team as well as, it is an ideal setting to provide visibility and accessibility to our community. In summary, we would like the CRA Board to reconsider the most appropriate location for the future NOP office, and we strongly support the location of MLK Jr. Blvd. Corridor Project. Sincerely, Michael G. Gr g(�y' Chief of Police Professionalism Respect Integrity Dedication Excellence www.bbpd.org From: Elizabeth Rogue To: Shutt,Thuv Cc: Utterback,Theresa; Elizabeth Rogue Subject: Ocean Breeze into Date: Friday,October 1,20214:08:21 PM Dear Thuy, Per your request I am providing the following information: RS Construction hired the following subcontractor for the Ocean Breeze Development: Ridgeway Plumbing Inc 640 Industrial Ave Boynton Beach, Florida 33426-3694 ph: 561-732-3176 Sir Electric Inc 1401 Neptune Drive Boynton Beach, Florida 33426-3694 ph: 561-738-9000 Ocean Breeze East Community was an extremely successful construction project, and lease-up. The Construction of Ocean Breeze East Apartments was completed in 10 month. The Community was at 100% occupied by December 2020. Out of the 123 units 46 were leased by Boynton Beach Residence, the remaining tenants came mostly from Palm Beach County, and a few from Broward County 2 families from Miami. The Out Parcel that was going to be used as a Sub-Station for the Boynton Beach Police department is now currently being used as a storage area for our maintenance department. We respectfully request that we are released from our obligation with the City of Boynton Beach and that out parcel remain as a storage facility of Ocean Breeze. Thank you, Elizabeth Roque COO Centennial Management Corp. PURCHASE AND DEVELOPMENT AGREEMENT This Purchase anevelooment Agreement (hereinafter "Agreement") is made and entered into as oft a Effective Date (hereinafter defined), vy and between BOYNTON BEACH COMMUNITY REDEVELOPMETAS , a public agency created pursuant to Chapter 163, Part III, of the'Florida Statutes (hereinafter "SELLER" or " ") and Wells Landing Apartments,LLC or its affiliated assignee (hereinafter"PURCHASER," and together with the SELLER,the "Parties"). In consideration of TEN AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of is is hereby acknowledged,the Parties hereto agree as follows- 1. PURCHASE AND SALE Z 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(hereinafterthe"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 mixed use adordable multi-family rental community as set forth in Section 18.2 (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. An Initial Deposit in thea of FIVE THOUSAND AND 00/100 ($5,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The sit 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. m.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 DATE. PURCHASER shall make every reasonable effort to close on or before October 15, 2019, at such location to which the parties may mutually agree in writing. In the event the closing is delayed for any reason,PURCHASER may request,and SELLER may grant, in SELLER's sole and absolute discretion, up to three(3),thirty(30) day extensions of the Closing Date. The Parties understand and agree that this Agreement shall automatically terminate should closing not occur by October 31, 2019. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER by 01878659-2 1 of 31 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 (as hereinafter defined), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 7. 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 thea rri vernmental 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 11 environmental investigations, is 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: (1) 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, 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 holdE'SLLER 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(subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive closing or the termination or expiration of this Agreement. 7.1 SELLS 's Documents. SELLER shall deliver to -PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this 2 of 31 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 regardingthe Property or SELLER with respect to the Property. 7.2 Title Review. Within twenty (20) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") 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 fair market value of the Property 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 fifteen (15) 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 undertake all reasonable activities 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: (1) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, (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 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 ®1178659.2 3of31 i 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. 8.2 Pending Proceedings. At Closing, there shall be no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property,which have not been disclosed, prior to closing,and accepted by PURCHASER. 8.3 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. 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 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. 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 person 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, 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 01175659-2 4of31 — 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 are reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. I 10. PRORATI CLOSING COSTS AND CLOSING PROCEDURES, I I 10.1 Prorations.Taxes fort a 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 ills e. 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 a tax bill which discloses an actual difference in thea of of the taxes estimated at Closing that exceeds$1,000.00. 10.2 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. 10.3 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: (a)) disburse the sale proceeds to SELLER; (b) 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. 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 011786S9-2 5 of 31 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. 11.2 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. 11.3 LitigaKion. 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. 11.5 Acts Affecting P[qpgrty. From and after the Effective Date, SELLER will refrain from (a)performing any grading,excavation,construction,or making any other change orimprovement upon ora out the Property; (b)creating or incurring,or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property otherthan 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 PRIOR TO CLOSING. 12.1 PURCHASER'S Default Prior to ClgLn&. In the event that this transaction falls to close due to a wrongful refusal to close or default on the part of PURCHASER,SELLER shall be entitled to terminate this Agreement and 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 Prior to Closing. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to closing, PURCHASER may, at its option declare SELLER in default under this Agreement in is event PURCHASER'shall be entitled to the return of its Deposit and this Agreement shall terminate and neither Paity shall have any further rights or obligations hereunder. 12.3 Notice of Default Prior jq Closing. Prior to declaring a default prior 0117909.2 4 6 of 31 to closing and exercising the remedies described inthis Section,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) as 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. 12.4 Survival. The provisions of this Section 12 shall survive the termination oft is Agreement. 13. NOTICES.All notices required inthis 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 each Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton each, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman &Walker, P.A. 515 North Fla ler Drive,Suite 1500 West Palm each,Florida 33401 If to PURCHASER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 With a copy to: James Hurchalla, Esq. 1700 E Las Olas Boulevard,Suite 206 Fort Lauderdale, FIL 33301 14. BINDING OB,LIGA ION mn,MENT. The terms and conditions of this Agreement are hereby made binding on, ands all inure to the benefit of, the successors and permitted assigns of the Parties hereto. Upon written notice to SELLER,this Agreement may be freely assigned by PURCHASER to a wholly owned affiliate 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 unaffiliated party shall be subject to the written approval of SELLER. 15. RISK OF LOSS. In the event the condition of the Property,or any part thereof, 01273659-2 ;4 7 of 31 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 furthero li ations 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 tote proposed taking of any portion oft a 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, 16. BROKER FEES. The Parties hereby confirm that neither of the 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 arty 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 CRA does not otherwise waive its sovereign immunity rights.The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including,without limitation, applicable zoning and environmental laws and regulations. 18. 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 multi-family affordable residential and commercial mixed use development as described herein. 18.1 SELLER Deggri.Apployal. The PURCHASER agrees that the SELLER shall have the right to approve the design of the Project, which approval shall not be unreasonably withheld.' PURCHASER shall submit plans to the SELLER for review prior to submission to the City of Boynton each("City")for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled 14 8 of 31 Board meeting after PURCHASER submits plans for approval. 18.2 Required Project Improvements, The Project shall be generally consistent with the Conceptual Site Plan attached hereto as Exhibit "C" ("Site Plan") however to the extent any conflict between the Site Plan and the terms of this Agreement, this Agreement shall control.The project shall include,at minimum,the following elements and improvements as allowed and provided for under the Land Development Regulations of the City of Boynton Beach: a) Unless otherwise agreed to in writing by the CRA, the Project will include construction of a mixed-use affordable multi-family rental community comprised of multiple buildings and providing a minimum of one hundred twenty four (124), 1-, 2- and 3- bedroom units including associated amenities. b) The Project will include a minimum of 8,250 square feet of commercial leasable space. c) If requested or required by the SELLER, the Project will be designed to be a gated community to enhance the effectiveness of the security plan and management of the Property. A decorative fence shall be installed around the buildings comprising the Project to create an attractive enclosed space. If requested or required by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry.Gates shall not be required if space required for gates (including stacking and turn-around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. d) The Project will have a minimum of an 8-foot sidewalk constructed on areas fronting E.Martin Luther KingJr.Boulevard where the development of residential use buildings occur and a minimum of a 16-foot sidewalk comprised of an 8-foot sidewalk and an 8 -foot pedestrian zone, as described in greater detail within the City's Land Development Regulations in front of the commercial portion of the project. e) The Project will have a minimum of a 6-foot sidewalk constructed throughout the entirety of the Project in areas not fronting E. Martin Luther King Jr. Boulevard. . f) The Project will include street lights installed along the entire 01178659-2 9 of 31 perimeter of the Project that are complimentary to those existing along E. Martin Luther in Jr. Boulevard adjacent to the Property. g) The Project will include on-street parking spaces, where feasible. h) The Project will.include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations, is will be installed along the entire perimeter and the interior of the Project site. I) The Project will include amenities forte exclusive use of residents within the proposed project boundaries. j) If necessary,at the discretion of the PURCHASER,the Project will include and provide accommodations for an onsite residential manager. k) The Project will include an open style commercial plaza space as a design element of the retail component is shall include but not limited to shade and landscape elements, hardscape design features and accent lighting features where feasible and appropriate with preference given to the areas located fronting Martin Luther in Jr. Boulevard. 18.3 Local Contractors. PURCHASER commits to making reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors is defined as those contractors: 1) having a City of Boynton each Business Tax Receipt, having a business address within the boundary limits of the City of Boynton each, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm each County and meeting all of the requirements to do business within the City of Boynton each during construction of the Project. PURCHASER also commits to making reasonable effort toemploy residents of the Heart of Boynton District and the City of Boynton each as part of the completed Project's operations and property management team.These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project,the Developer shall: a) Host a minimum of two (2)job fairs; b) Give priority to Contractors and Sub-contractors that are 10 of 31 Locally Owned Small Businesses to participate in the construction of the Project as described in this Section. ; c) Include in all agreements with Contractors and Sub-contractors requirements that the Contractors use good faith efforts to hire and train City residents to participate in the construction of the Project; d) As identified and appropriate, notify and refer job training and job placement opportunities to the Boynton Beach Community High School, South Tech Academy in Boynton Beach, Palm Beach State College and Career Source of Palm Beach County in the event each offer such a program and are ready,willing and able to provide such training;and e) Pay or cause to be paid new hires for operations and property management positions a minimum of the living wage for Palm Beach County. 18.4 Construction Permit Approval. 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 development and construction of the Project including the formulation of the Project's design and construction documents as well any and'all applicable permit fees associated with the Project. 18.5 REPORTING. PURCHASER shall provide the CRA Board with a report detailing the status of the project and PURCHASER's compliance with the terms of this Agreement on December 1, 2019, and at least every six months thereafter until the CRA deems the project complete. Further, PURCHASER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 19. FUNDING OPTIONS. PURCHASER shall have the following options to obtain funding for the Project. PURCHASER shall provide the CRA with copies of all applications for, and notifications regarding, thea plication oraward of any of the funding options below. on selection of one of the following funding options, the, final budget fort project shall be presented to the CRA Board for its approval, which approval will not be unreasonably withheld or require changes that of impact PUC HASE R's and of any state or federal funding. As part of its approval of the final budget, the CRA Board may, at . its sole discretion, provide additional funding to PURCHASER to fund the addition of elements to the Project, which funding PURCHASER shall accept and integrate into the 0117809-2 11 of 31 Project budget so long as the same does not impact PURCHASER's award of any state or federal funding. a) 9% Low Income Housing Tax Credit Program Funding Option: I. PURCHASER shall submit a total of two(2)applications for 9% Low Income Housing Tax Credits (LIHTC) funding to the Florida Housing Finance Corporation (FHFC) in the 2019 and 2020 Tax Credit Application Period unless the property is no longer eligible due to a change to FHFC, RFA rules. If PURCHASER's application to FHFC during the 2019 Tax Credit Application Period is successful and 9%Tax Credit funding is awarded to PURCHASER for the Project, then the development of the Project shall commence pursuant to FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded funding through the 2019 Tax Credit Application Period,then SELLER shall,at its option,either: (i)instruct PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period; or (ii) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. iii. If SELLER instructs PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period, and if 9%Tax Credits are awarded to the PURCHASER for the Project through the 2020 application cycle, the development of the Project shall commence pursuant to FHFC underwriting schedule. iv.. If PURCHASER is NOT successful, and is not awarded 9% LIHTC funding through the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. b) State Apartment Incentive Loan Program Funding Option: I. PURCHASER shall submit a total of two (2) applications to FHFC for funding under the State Apartment Incentive Loan (SAIL) program in the 2019 and 2020 application period unless the property is no longer eligible due to a change to 01178659-2 ® ryw 12 of 31 FHFC, RFA rules. (1)If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2019 Tax Credit Application Period, then the development of the Project shall commence pursuant tot FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded SAIL fundingthrough the 2019 Tax Credit Application Period,then SELLER shall, at its option either: (i) instruct PURCHASER to submit an application for SAIL funding to the FHFC in the 2020 Tax Credit Application Period; or (h) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. III. If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2020 Tax Credit Application Period,then the development of the Project shall commence pursuant to the FHFC underwriting schedule. iv. If PURCHASER is NOT successful, and is not awarded SAIL fun dingthrow gh the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those 'described in Section 19.c of this Agreement. V. In consideration that PURCHASER is applying for both 9% LIHTC: and SAIL funding in the 2019 and 2020 Tax Credit Application Period, the development of the Project shall commence pursuant to FHFCs underwriting schedule at the earliest of either SAIL funds or %Tax Credits being awarded to the PURCHASER for the Project. vi. In consideration that PURCHASER is applying for both 9% LI TC and SAIL funding in 2019 and 2020, and if neither is successful, and no 9% Tax Credits and no SAIL loan are awarded to PURCHASER for the Project,the development of the Project shall commence pursuant to the terms and conditions described in Section 19.c of this Agreement. vii. SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER when PU'RCHASER applies to FHFC in both 2019 and 2020 Tax Credit Application 01178559-2 13 of 31 Periods for SAIL or 9% LI HTC funding for the Project. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER's applications to FC pursuant to this Agreement and SELLER shall provide, if required, a Local Government Contribution to the PURCHASER for the Project not to exceed $1,000,000, which funds shall only be disbursed upon award of either SAIL or 9% LI HTC funds to PURCHASER for the Project. viii. If the Project is funded by 9% LIHTCs or SAIL,financing will be obtained and documentation provided to the SELLER within the time frame set forth in FC's credit underwriting procedures for the SAIL with bonds and 4% LIT C or 9%LIHTC as applicable. TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the funding timeline set forth in this Section and the actions pursuant to the development timeline set forth in Section 19.d below. Completion of each action set forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion. SELLER shall instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue and funding from FHFC or from the Palm each County Housing Finance Authority (HFA) as well as non-competitive 4% Tax Credits from FHFC, and SELLER shall provide Tax increment Revenue (TIR) funding (TIRF) to the PURCHASER for the Project in an amount to cover the difference between total Project development costs and the sum total of all and and 4% LIHTC funds received by PURCHASER for the Project, which amount of TIRF provided by SELLER shall not exceed $900,000 per year over a fifteen (15 ) year period without the subsequent approval of SELLER and as appropriated annually within the CRA Fiscal Year Budget (hereinafter "Gap Funding"). Prior to receipt of any TI F, PURCHASER and CRA shall enter into a separate agreement outlining the formula, term and reporting requirements for payment of TIRF to PURCHASER. d) DEVELOPMENT TIMELINE UNDER TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the development timeline set forth in this Section. Completion of each action set 01179659-2 14 of 31 forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion: I. PURCHASER shall submit an application and all necessary supporting documents to the City for site plan approval within ninety (90) days of notice to PURCHASER from FHFC that it has not received either SAIL or 9% LI TC funding in either the 2019 or 2020 Tax Credit Application Periods and written confirmation by SELLER that the Project will be funded pursuant to Section 19.c above. ii. PURCHASER shall submit applications and all necessary supporting documents to the City for a building permit within one hundred and eighty (180) days of the City's approval of the site plan for the Project. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. PURCHASER shall provide a copy of the building permit for the Project to SELLER upon issuance of the same by the City. iii. SELLER shall assist PURCHASER's request for site plan approval and building permit issuance to the extent practicable and permitted by is and to the extent the same is consistent with the terms of this Agreement. iv. If the Project is funded by TIR, PURCHASER shall obtain non- competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm each County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC. V. Financing shall be obtained and documentation provided to the CRA within the time frame set forth in the HFA and/or FHFC credit underwriting procedures for the bonds and the 4% LI TC. vi. Regardless of funding source, PURCHASER shall conduct a groundbreaking ceremony and commence construction of the Project within sixty(60) days following the issuance of a building permit by the City for the Project. SELLER will be in attendance at the ceremony with limited participation in its planning. 0117mg-2 15 of 31 LJLL t vii. Certificate of occupancy shall be obtained within twenty- four (24) months following issuance of the building permit for the Project by the City, regardless of funding source. viii. PURCHASER shall diligently pursue and use all reasonable efforts to obtain all necessary approvals for the construction and development of the Project. Upon receipt of the building permit for the Project from the City, PURCHASER shall diligently pursue completion of construction of the project regardless of funding source. 20. COMMERCIAL FUNDING. Upon PURCHASER proceeding with or being awarded one of the funding options described in Section 19, 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 the construction, operation and maintenance of the Commercial Component of the Project 21. TERMINATION. Either of the Parties may elect to terminate this Agreement (a) as a result of default by the other party pursuant to Section 22; or (b) upon written notice by either party to the other that the Project cannot be financed pursuant to Section 19.c of this Agreement:If this Agreement is terminated for any reason: a) PURCHASER shall convey to SELLER, and SELLER agrees to purchase from PURCHASER, all properties that have been acquired by PURCHASER in the Project Area as set forth in Exhibit "D" (the "Project Area")subject to the following conditions: 1) The repurchase amount shall be an amount equal to that paid by PURCHASER for any such property as evidenced by the contract wherein PURCHASER bought the property, subject to CRA Board approval of the same; and 2) Funds being available in the CRA Budget for the fiscal year the Agreement is terminated or the fiscal year immediately following the year the Agreement is terminated. SELLER may also, at its sole discretion, agree to reimburse PURCHASER for other verifiable costs. b) PURCHASER shall reconvey the Property to SELLER for $10.00 and verifiable costs associated with the Closing of said properties within One Hundred Twenty (120) days from the date that written Notice of Termination is provided. 01176659.2 16 of 31 22. 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. 23. 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." 24. RIGHT OF FIRST REFUSAL. In the event SELLER provides TIR funds to PURCHASER for the Project under this Agreement, PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be as follows: a) If PURCHASER receives 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. b) 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. c) 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. d) The terms and conditions of this Section shall survive closing. 081786594 17 of 31 i I i 9 25. MISCELLANEOUS. 25.1 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. 25.2 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. 25.3 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. 25.4 Construction of Ag 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. ouaass9-z r®r 18 of 31 25.5 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. 25.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.7 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. 25.8 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. 25.9 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. 25.10 Recording. This Agreement shall be recorded in the Public Records of Palm Beach County, Florida. 25.11 Survival. The covenants, warranties, representations, indemnities and undertakings of the Parties set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 25.12 Attorneys' Fees and _Costs. The Parties acknowledge and agree that each shall be responsible for its own attorneys' fees and costs incurred in connection with the transaction contemplated by this Agreement. 25.13 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; 01178559-2 19 of 31 ~rte 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 tote SELLER, at no cost, all public records in possession oft e 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. e) 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. [Remainder of Page Intentionally Blank] 20 of 31 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY �m REDE L PAG . Y �. 'Printed Name: , �-r -5- Printed Name:Steven B. Grant Title: vl A" f Title: Chair p ,t J4 5. Date: Date:. z. WITNESS: WITNESS: 1 4 fm�...0 .. ,ter•-� ......... _ ,v. s-..��,..• Printed Name: 2 ° a ° � ,� Printed__ame: Y w W1 CESS: � ._ W!T 55: Printed Name: Tinted Name: C Approved as to form and legal sufficiency:__ CRA Attorney 0(178659-2 �` 21 of 31 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEVELQPMETAGWCY Printed Name: Printed Name:Steven B. Grant Title: Title:Chair Date: 67 Date: WITNESS: WITNESS: i4.. Printed Name: Printe�d—Rame: WI ESS: WIT SS: —1— 41— Printed Name: K-Printed Name: Approved as to form and legal sufficiency:- CRA Attorney 21 of 31 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8 &9 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6 &7 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001- L l -Legal Description: FRANK WEBBER ADD LTS 4 &5 (LESS NE 10TH AVE R/W) BLK I Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEES ADD TO BOYNTON LT I Property Control Number: 08-43-45-21-10-005-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 5 Property Control Number: 08-43-45-21-10-005- Le l -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 5 Property Control Number:08-43-45-21-10-005-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LTS 10 TO 13 INC BLK 5 Property Control Number: 08-43-45-21-04-000-0202 Legal Description: ROBERT WELLS SUB S 100 FT OF W 5 FT OF LT 20& LTS 21& 22 (LESS N 10 FT RD R/W) Property Control Number: 08-43-45-21-10-004-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 4 Property Control Number: 08-43-45-21-10-004- L al Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 6 BLK 4 Property Control Number: 08-43-45-21-10-004- L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 8 BLK 4 Property Control Number: 08-43-45-21-10-00 - L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 4 Property Control Number: 08-43-45-21-10-004-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 10 BLK 4 Property Control Number: 08-43-45-21-10-004-0130 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 13 BLK 4 Property Control Number: 08-43-45-21-18-000-1720 Legal Description: ARDEN PARK LT 172 22 of 31 EXHIBIT B REVERTER AGREEMENT (See Next Page) r� 1 23 of 31 Prepared by and return to: Kenneth Dodge, Esquire Lewis, Longman &Walker, P.A. 515 N. Fla ler Drive,'Suite 1500 West Palm each, FL 33401 REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 2019, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(the "SELLER") and # LLC or its affiliated assignee (the PURCHASER); and together with the SELLER, the ("Parties"). RECITALS 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. The PURCHASER has agreed to construct certain Improvements on the Property in accordance with the guidelines and criteria set forth in the Purchase and Development Agreement ("Agreement") executed by the Parties a copy of which is attached here to as Exhibit "A.Op The Deed shall provide that if the PURCHASER does not timely 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: 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 Agreement. In the event the Improvements are not timely completed(unless extended pursuant to the terms of the Agreement),the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within thirty (3 0) days of the written request of the SELLER, the PURCHASER will provide a quit claim deed to the Property In for and substance acceptable to the SELLER evidencing the reconveyance of the Property. In the event the SELLER exercises its right of reverter,SELLER shall reimburse PURCHASER the purchase price of the property described herein as well as verifiable closing costs. During the construction of the Improvements, PURCHASER will not place any additional liens or J) 24031 encumbrances an 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 financed with a commercial bank or similar lender.intended,to fund the construction and development of the Improvements.As required,the SELLER will enter into a Subordination Agreement satisfactory to such lender. Upon completion of the he Improvements satisfactory to the SELLER and evidenced by a Certificate of 'Occupancy,the SELLER agrees to record a release of the reverter rights described herein. This Agreement shall be binding upon the parties,hereto and shaill be binding upon and inure to-the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with thelaws of the State of Florida. This Agreement shall be recorded in the Public Records and 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: BOYNTON BEACH COMMUNITY REDEYE NjTAKOff_ Printed Name Printed Name:Steven B.Grant Title: Title: Board Chair Date: i Date: it, WITNESS:—. WITNESS: Printed Name: Prinied,Kome: WIT SS: iWIATNS: �4 t Printed Name: rin ed N ame: �k 25or3i EXHIBIT C Conceptual Site Plan i -ems-.9 26 of 31 -i IL It Z, LL CC Q vOCL IL< t.- Z 0 0 w a gm Od OF L7a 3 Z 0 w kJ L 0 Lzu yz 0 00p s( 0 LLI w w Z x NU 5 Mt I z 09 z a 17 a 21 171 Wr R gg� RAVI J'Efk-1 )P 16 Z, g n, Lv A X4, Op, "41 igp,-, !"Ng 1,111, o MM All ", e LA 1p r t i r } i f i v2 4 VCD ,V4 t7h t �t CD O 1 2 i s a i Ise _ to 1 1 w� � �fr r Ike t t F � � r tip {$ t n 01 y � _ i f M } , ,, ,F Exhibit D Project Area 30 of 31 t_M w o t � d �y9, ✓ r y r`4 it$ a O u a , a: i E i\fir, g i r i 0 q !. r ur— I a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 NEW BUSINESS AGENDAITEM: 17.13. SUBJECT: Discussion and Consideration of the Purchase of 220-224 E. MLK Boulevard SUMMARY: On October 8, 2021, Mr. Fitzpatrick advised that he was still interested in selling the properties located at 220-224 E. Martin Luther King, Jr. Boulevard (Attachment 1). With the adoption of the new FY 2021-2022 Budget, current CRA Executive Director, Thuy Shutt, has reached back out to Mr. Fitzpatrick requesting confirmation of the sales price for the properties which currently is at $2,000,000 with a closing date prior to March 2022 (see Attachment 11). BACKGROUND: Property owner, Brian Fitzpatrick, had advised CRA staff that he would be interested in selling his properties located at 220-224 E. Martin Luther King Jr. Boulevard. An appraisal was performed on the property on May 24, 2021 (Attachment III). The appraised market value was $1,200,000. On June 4, 2021, Mr. Fitzpatrick advised then Executive Director, Michael Simon, CRA that his asking price for the properties was $2,000,000. CRA staff presented the properties to the CRAAB Board on July 1, 2021. The CRAAB Board, as part of their assignment by the CRA Board, discussed the properties located at 220-224 E. Martin Luther King, Jr. Boulevard. The CRAAB Board motioned to place the property in the category "pursue now as a land banking opportunity" (Attachment IV). On July 13, 2021, the CRA Board directed CRA staff to move forward with obtaining a price for the properties located at 220-224 E. Martin Luther King Jr. Boulevard (Attachment V). Due to the competing priorities for the remaining acquisition funds, specifically the 511, 515, and 529 E. Ocean Avenue (Oyer Property), CRA staff could not bring this item forward since there was insufficient funds for the escrowed deposits for both projects. FISCAL IMPACT: FY 2021-2022 Budget, Line Item #02-58200-401, $1,347,764 (remaining after 511, 515, and 529 E. Ocean acquisition) Purchase Price to be determined by the Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: Purchase 220-224 E. Martin Luther King, Jr. Boulevard as a land banking opportunity. CRA BOARD OPTIONS: 1. Purchase the properties located at 220-224 E. Martin Luther King, Jr. Boulevard as Seller's asking price of $2,000,000 and direct staff to bring back a Purchase and Sale Agreement for Board approval. 2. Counteroffer Seller's asking price of $2,000,000 at a price to be determined upon by CRA Board and direct staff and legal counsel to bring back a Purchase and Sale Agreement for Board approval. 3. Do not purchase the properties located at 220-224 E. Martin Luther King, Jr. Boulevard. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II -October 8, 2021 Brian Fitzpatrick Acquisition Opportunities D Attachment III- May 24, 2021 Anderson Carr Appraisal D Attachment IV -July 1, 2021 CRAAB Minutes &Agenda Item D Attachment V -July 13, 2021 CRA M inutes k 11 } �a a s T U= 1 x111 � jl li � I ��k�i�li'i — 1 a s z + y — a klx>1 F, u� �t�� rixl�i�6�S�tj4)lFx � 111 r tt(�\1t. +4}}t'���1��i���`(.� '�r�t ��, �,$`ft' xls `h�`4ic�`��at '"'sS`�t��}�j� `�H�t�€ xt� u'.-sdj�(��������t�l��i(�'i{Si)}S1�\sf����}�}x if_r s�t l� t;?•t}(il,'t�t� n s��aea } >N i F��_ � r t�4 s �r��� +� ��;�ti � +�s�s_ �t ^,��x 1 ��`�,t3��`"•}??�.�� ��rM�,. �'t ss 1 S �i I s`Y ,";��+���1�,.�. I \ r a... 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail s Show Full Map ------------------------ e Location Address 220 E MARTIN LUTHER KING JR BLVD 1 Municipality BOYNTON BEACH , , Parcel Control Number 08-43-45-21-04-000-0170 { Subdivision WELLS ROBERT SUB Official Records Book/Page 28859/29 f (`j Sale Date JAN-2017 ROBERT WELLS SUB Legal Description LOTS 17&18 (LESS N 10 ,t 4 FT RD R/W) w.......................................................................................... Nearby Sales Search r https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address 220 EAST LLC 455 NE 5TH AVE DELRAY BEACH FL 33483 5658 Sales Information Sales Date Price OR Book/Page Sale Type Owner JAN-2017 $10 28859/ 00029 QUIT CLAIM 220 EAST LLC DEC-1992 $130,000 07496/ 01042WARRANTY DEED FITZPATRICK B J & JAN-1979 $45,000 03180/ 01352 JAN-1975 $100 02447/ 01632EXECUTOR'S DEED JAN-1971 $50,000 01944/ 01092WARRANTY DEED 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 record to be processed. Exemption Information Portability Calculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Year Built 1961 9 Footage '2 APARTMENTS 1834 APARTMENT 1834 Total Square Footage: 1834 H n ,o .Number �...............................................................z of Units 10 [View Building Details Tota Square 6220 Feet* Acres 0.3559 Property Use Code 0300-MULTIFAMILY 10 UNITS OR MORE Zoning R2-R2 DUPLEX,10 DU/AC(08 BOYNTON BEACH) May indicate living area in residential properties. Request Structural Details Change ------------------------------------------------------------- Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $378,017 $352,897 $307,697 $212,787 $198,647 Land Value $270,380 $257,500 $250,000 $198,450 $189,000 Total Market Value $648,397 $610,397 $557,697 $411,237 $387,647 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $648,397 $610,397 $557,697 $411,237 $387,647 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $648,397 $610,397 $557,697 $411,237 $387,647 Taxes Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $13,874 $13,190 $11,746 $8,781 $8,462 Non Ad Valorem $2,150 $2,170 $2,180 $2,180 $1,970 Total tax $16,024 $15,360 $13,926 $10,961 $^43 https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 3/4 6/21/2021 PAPA-Property Detail .............................................................................................................................. *Buyers take note: Taxes will change and often increase y g Property Tax Calculator substantially when a property sells. The seller's exemption benefits ----------------------------------------I .a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a............................... will GO AWAY the year after they sell and this may result in higher Property Tax Detail taxes for a buyer. Please use the Property Tax Calculator to get a --------------- --` better annual tax estimate if you are purchasing this property. Tax Collector 0 HOM E 0 CONTACT US10 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@pbcgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 4/4 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail sM Show Full Map est lbs to„ � frY 'Y11rr'f � 224 E MARTIN LUTHER Location Address KING JR BLVD A Municipality BOYNTON BEACH t� Parcel Control Number 08-43-45-21-04-000-0160 it. lit Subdivision WELLS ROBERT SUB - ...E Official Records Book/Page 28606/640 1��`,stif,F 1 Sale Date SEP-2016 ROBERT WELLS SUB LOT Legal Description 16 (LESS N 10 FT RD R/W) ............................. ... Nearby Sales Search - https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address FITZPATRICK BRIAN J& PO BOX 524 FITZPATRICK JACQUELINE S BOYNTON BEACH FL 33425 0524 Sales Information Sales Date Price OR Book/Page Sale Type Owner SEP-2016 $10 28606/ 00640 QUIT CLAIM FITZPATRICK BRIAN J & MAR-2007 $100,000 21655/ 01359" WARRANTY DEED FITZPATRICK BRIAN J MAR-2001 $10 12374/ 00874 QUIT CLAIM RAHMING GEORGE C OCT-1999 $10 11870/ 00199", QUIT CLAIM JUN-1999 $10 11870/ 00201 QUIT CLAIM JUN-1999 $10 11870/ 00197 ' QUIT CLAIM JUN-1999 $10 11870/ 00195 QUIT CLAIM JAN-1998 $100 10190/ 01423 DEED OF TRUST RAHMING CHARLES 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 record to be processed. Exemption Information PortabilityCalculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Exterior Wall 1 MSY:CONC. BLOCK Footage 2. Year Built 1964 FOP Finished Open Porch 64 3 Air Condition AC ONLY I ��4r,� 5a , FOP Finished Open Porch 64 Desc. BAS Base Area 1248 4. Heat Type NONE Total Square Footage: 1376 5. Heat Fuel NONE (1248j "' Total Area Under Air: 1248 6. Bed Rooms 4 7. Full Baths 2 s s� 8. Half Baths 0 sa, Number of9. Exterior Wall 2 NONE Units 2 �View Building Details ------------� 110. Roof Structure GABLE/HIP Total BUILT-UP Square 1376 11. Roof Cover TAR/GRAVEL Feet* 12. Interior Wall 1 DRYWALL Acres 0.1779 Property 13. Interior Wall 2 N/A Use Code 0800-MULTIFAMILY< 10 UNITS 14. Floor Type 1 VINYL ASBESTOS 15. Floor Type 2 N/A Zoning R2-R2 DUPLEX, 10 DU/AC(08- 16. Stories 1 BOYNTON BEACH) *May indicate living area in residential properties. e........................................................................................................................... Request Structural Details Change Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $84,916 $89,785 $64,474 $64,474 $52,568 Land Value $15,400 $14,280 $14,300 $13,000 $10,000 Total Market Value $100,316 $104,065 $78,774 $77,474 $62,568 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $91,607 $83,279 $75,708 $68,825 $62,568 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $91,607 $83,279 $75,708 $68,825 $62,568 Taxes https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 3/4 6/21/2021 PAPA-Property Detail Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $2,021 $1,949 $1,615 $1,528 $1,366 Non Ad Valorem $430 $434 $436 $436 $394 Total tax $2,451 $2,383 $2,051 $1,964 $1,760 .......................................................................................................................................... *Buyers take note: Taxes will change and often increase Property Tax Calculator substantially when a property sells. The seller's exemption benefits ,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m °' will GO AWAY the year a er they sell this may result in higher �Property Tax Detail ................. ....... taxes for a buyer. Please use the Property Tax Calculator to get a ..-..--- ---. better annual tax estimate if you are purchasing this property. Tax Collector HOM E 000NTACT US = 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@p6cgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 4/4 From: Brian fitzpatrick To: Shutt,Thuy Subject: RE:Acquisition Opportunities Date: Friday,October 8,20216:30:55 AM Attachments: imaae975993.pno imaae059198.12na imaae450891.pno imaae213038.12na imaae054476.pno imaae705391.12na imaae001.pno imaae002.pna imaae003.pno imaae004.pna imaae005.pno imaae006.pna Ms Shutt, Good Morning. I have spent over 1/2 of my life being a property owner on E MLK Jr Blvd. I see first hand the effects Housing Instability has on peoples lives. That is why I have tried to encourage our city leaders to form a Boynton Beach Housing Authority. Now is the perfect time to address this issue again, Post Pandemic. I am very hopeful our City Leaders will recognize the importance of this issue, and decide to act on this while they are still in office. I am also hopeful that our Board consider the possibility of using 220 and 224 for affordable or workforce housing until such time as a larger project is ready to come out of the ground. I am extending an invitation to visit the property, to see first hand the possibilities these properties present. These Buildings are not some decaying wooden structures. But solid concrete. 220 is comprised of three CBS structures. 10 213edroom 1 Bath apts, with a concrete Firewall between each apt. 224 is a CBS Duplex, comprised of 2 213edroom 1 Bath apts. I will agree to the $2 Million Sale Price, in the hope that this acquisition will be used to address Housing Instability in Boynton Beach. Thank You for your consideration. Sincerely, Brian Fitzpatrick On 10/08/2021 3:18 AM Shutt, Thuy <shuttt@bbfl.us>wrote: Good morning, Brian, I just completed my review of this agenda item and found that the previous CRAAB back up referenced a $2 Million sale price (file:///C:/Users/shuttt/Downloads/Minutes 2021 7_1 Meeting(298).pdf, Item 9, Page 2). I wanted to make sure you have this information. I don't want to have this be negatively viewed by the Board that the price has gone up $500,000 since July. However, I would defer this to you since you had indicated below that you have supportive information that could substantiate the current price. If you would like to still stay at the $2.5 Million per your email below,just let me know. If not,please you can just revise the previous email and resend and I will correct my staff write up. Thank you lhuy �,hutt, NA, FRA-RA ExecutiveDirector Boynton Reach [ommunityRedeve|opmentAgency 1OOE. OceanAve. I Boynton Reach, F|orida -.3-.3'J-,3'5 � 561'6OO'9098 Fd (,hutt|6, bbfLus http://wvvvv.bnyntnnbeachcra.00m America's Gateway tothe Gulfstream PI ease be advisedthatF|orida hasa broad pub|icrecords |awand a|| correspondenceto me via email may besuL'ectto disc|osure.Under Florida records law, email addresses are pi b|ic records.lherefore, youre' nail communicationand youre'mai| addressmaybesu�ectto pubUcdisc|osure From: Brian firrnu1zck`bri jfirr»u1zrk@comcusLuct' Sent: Thursday, October 7, 20217:12 PM To: Shutt, Thnv <Sbbfl.us> Subject: RB: Acquisition Opportunities MS Shutt, Good /\fte[OOOO. Thank You for PS@ChiOQ out. While I @DDl@Ud /\OdeBOO Carr's effort to DOiOiDOiZe the value of my D[ODert« OO E MLKj[ Blvd, it was @lDOOSt offensive how certain facts were diSPSQ@[ded' PSleV@Ot CODODS ignored. Instead, fOCUSiOQ OO negative attributes OO OOO PSleV@Ot CODODS. Completely failing to even acknowledge the D[OQ[eSS we have made in the Heart Of Boynton. Such as Centennial M@O@QeDOeOt'S recently completed project. Or Centennial's commitment to do @ SeCOOd project OO E MLKj[ Blvd. One might ask, hOVV could @ professional Appraisal firm iQOO[e @ completed $26 million project? [)[ @commitment by Centennial to do $34 million OO E MLK Jr Blvd, which is only steps from the subject property? How could a professional Appraisal firm ignore Ocean Breeze East, Ocean Breeze West, 500 Ocean etc. I think its time for Anderson Carr to discard the dated or irrelevant data, which hurts our efforts in the Heart of Boynton. I have additional financial facts I can present in a non public atmosphere to support my asking price of$2.5 million. I would prefer to close prior to March 2022. On 10/07/20214:59 PM Shutt, Thuy <shuttt .bbfl.us>wrote: Hi, Brian, Per our discussion this afternoon, we would like to present your offer to the Board but will need to have a good understanding what your offer entails. Could you please let me know the following: 1. Asking price for the property and any supportive information you would like the Board to have when considering your valuation of the property 2. Timeline to close Please let me know so I can finalize the report for the 220-224 E. MLK Jr. Blvd. for October's meeting. The Green Acres Condominium properties and 409 NE 1st Street properties will be presented to the Board at their November 9th meeting along with your withdrawn LOI. Thank you. Thuy Shutt, AIA, FRA-RA Executive Director Bovi-iton Beach Connimnitv Redeel vopn'ieAge nt ncv Z:� F 106 E, Ocean AveB , oyn'ton BeachH , orida 334- 15 61-600-909 8, S`ui i T 6-D b b f u,s http://www.boyntonbeachcra.com America's Gateway to the Gulfstream Please. be advised that Florida has a broad public records law and all correspondence to nwvia enmil nmy be subject to disclosure,Under F I lorida records law, enmil addresses are public records, Therefore, your e-II'lail con,111,1unication and your e-nmil address nmy be subject to public disclosure, From: Brian fitzpatrick<bri an-j fitzl2atri ckg,comcast.net> Sent: Friday, October 1, 20217:37 AM To: Shutt, Thuy <ShuttT .bbfl.us> Subject: Acquisition Opportunities MS Shutt, Good Morning. I would like to offer the CRA the opportunity to purchase the following properties. 1.220 and 224 E Martin Luther King Jr Blvd- A Strategic acquisition, when combined with Cra owned lots on E Martin Luther King Blvd and Ne 9th Ave. This acquisistion sets the stage for a potential project similar to what Centennial Management Group is doing in the 100 block, or anything the board desires. 2. Green Acres Condominiums: 10 individually deeded units. Originally this was a mom and pop hotel, the former owner formed a Condominium and sold the units individually. This once in a lifetime opportunity, gives the CRA the ability to acquire over a 1/2 Acre of prime property. Directly across the street from the new Fire Station 1 and the Energy plant on the North, and 211 East Ocean (CRA Owned Property) on the south. This property alone has potentially four corners, giving it amazing development potential! 3. 409 Ne 1st St, and adjacent vacant lot: These lots currently allow for 5units, and are adjacent to the now vacant lot the CRA owns at 407 ne 1 st St. This site is bordered on the north by the CRA owned property that is the Cottage District. It is my hope, the CRA will purchase these lots and combine with 407 and make a much needed passive park filled with native plants. The site currently has 5-6 mature mango trees that local residents have harvested for decades. This acquisition could allow that tradition to be continued. Thank You for your consideration. I look to working with staff. ANDEPSON CAPP APPRAISAL OF MULTI-TENANT APARTMENTS LOCATED AT 220-224 EAST MARTIN LUTHER KING JR.BOULEVARD BOYNTON BEACH,FLORIDA 33435 FOR MICHAEL SIMON,EXECUTIVE DIRECTOR BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BY ROBERT B.BANTING,MAI, SRA CERT GEN RZ4 AND JUDITH CORNILLIE CERT GEN RZ3358 WITH ANDERSON&CARR,INC. 521 SOUTH OLIVE AVENUE WEST PALM BEACH,FLORIDA 33401 DATE OF INSPECTION: MAY 17,2021 DATE OF REPORT: MAY 24,2021 DATE OF VALUE: MAY 17,2021 FILE NO.: 2210241.000 CLIENT REFERENCE: 220-224 EAST MARTIN LUTHER KING JR.BOULEVARD ANDEPSON May 24, 2021 Mr. Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Dear Mr. Simon: Pursuant to your request, we have personally appraised the real property being a twelve-unit apartment complex consisting of four separate buildings built in 1961 and 1964, with a combined total square footage of 7,596 and a combined rentable square footage of 7,468, situated on two adjacent parcels containing a total of 23,252 square feet of land area. The subject property is located on the south side of E. Martin Luther King Jr. Boulevard between Seacrest Boulevard and Railroad Avenue in Boynton Beach. The property address is 220-224 East Martin Luther King Jr. Boulevard, Boynton Beach, FL, 33435. The purpose of this appraisal is to estimate the market value of the leased fee interest of the subject property as of May 17, 2021. The intended use of the report is to assist the client and intended user in establishing a purchase or selling price. The intended user of this appraisal report is Boynton Beach CRA and/or as otherwise specified in writing. This report has been prepared for no other purpose and for use by no other person or entity than for use by the client for the purpose stated herein.Any other use of this appraisal is considered a misuse and thus the appraisers will not be held responsible for any outcome associated with use by another entity or for another purpose. We note that because we were not given actual rental figures for the subject, no leasehold position could be established that would create a difference in value between the leased fee interest and the fee simple estate.Therefore, our appraisal is of the fee simple estate. We have utilized the sales comparison and income capitalization approaches, the most common methods used for valuing properties such as the subject property. The global outbreak of a"novel coronavirus"known as COVID-19 was officially declared a pandemic by the World Health Organization (WHO). It is currently unknown what direct, or indirect, effect, if any, this event may have on the national economy, the local economy or the market in which the subject property is located. The stock market has already responded negatively but has mostly recovered. However, the real estate market is much slower to react and different segments of the market appear to have been affected in different ways. For example, retail store sales and the lodging industries appear to have been adversely affected while the local industrial and residential markets seem unaffected. There is very little market data available at this time to make quantifiable adjustments for this situation. We have attempted to take this into consideration in this report. The reader is cautioned that the conclusions presented in this appraisal report apply only as of the effective date(s)indicated. .r.5p TABIJ,N�,HEII1941, A NDUAON&:;.APP tP`wC 521 S OLIVE AYE,,,apt"PALM OCACI-,R 5334401 • 561833 1666 a ANDERSON' CrX1 ANDEPSON Michael Simon Page 2 May 24, 2021 As a result of our analysis,we have developed an opinion that the market value of the fee simple estate (as defined in the report), subject to the definitions, certifications, and limiting conditions set forth in the attached report, as of May 17, 2021 was: MARKET VALUE: $1,200,000 The following presents our analysis and conclusions in a narrative appraisal report. This letter must remain attached to the report,which contains 84 pages plus related exhibits,in order for the value opinion set forth to be considered valid. Your attention is directed to the General Limiting Conditions contained within this report. Respectfully submitted, ANDERSON& CARR, INC. Robert B.Banting, MAI,SRA Cert Gen RZ4 Judith Cornillie Cert Gen RZ3358 RBB/JLC:cmp 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 ANNP�SON TABLE OF CONTENTS Page No. Summary of Important Facts and Conclusions......................................................................................................1 Certification..............................................................................................................................................................3 GeneralLimiting Conditions...................................................................................................................................4 Extraordinary Assumptions.....................................................................................................................................6 HypotheticalConditions..........................................................................................................................................6 Area/Location Maps.................................................................................................................................................7 PropertyAppraised................................................................................................................................................19 LegalDescription ...................................................................................................................................................19 Disclosureof Competency.....................................................................................................................................19 Client........................................................................................................................................................................20 Definitions...............................................................................................................................................................20 Personal Property, Furniture, Fixtures and Equipment......................................................................................20 PropertyRights Appraised....................................................................................................................................21 TypicalBuyer Profile..............................................................................................................................................21 Scopeof Assignment..............................................................................................................................................21 PalmBeach County Summary...............................................................................................................................25 NeighborhoodSummary........................................................................................................................................35 PropertyData..........................................................................................................................................................37 Taxpayerof Record............................................................................................................................................37 Palm Beach County Property Control Number(s) ..........................................................................................37 Assessed Value and Taxes for 2020..................................................................................................................37 CensusTract........................................................................................................................................................38 FloodZone Designation....................................................................................................................................39 Concurrency........................................................................................................................................................41 Utilities................................................................................................................................................................41 SubjectProperty Sales History..........................................................................................................................41 SiteAnalysis........................................................................................................................................................42 SiteImprovement Analysis................................................................................................................................43 Building Improvement Analysis........................................................................................................................43 Building Area Calculations/Floor Plan...........................................................................................................44 BuildingSketch.......................................................................................................................................................45 HighestAnd Best Use............................................................................................................................................49 ExposureAnd Marketing Time.............................................................................................................................50 Income Capitalization Approach..........................................................................................................................51 SubjectRent Discussion.....................................................................................................................................52 Conclusionof Market Rent...............................................................................................................................52 CapitalizationInto Value...................................................................................................................................60 SalesComparison Approach.................................................................................................................................61 Sales Summary and Discussion..........................................................................................................................77 Conclusion...........................................................................................................................................................82 Correlation and Final Value Opinion...................................................................................................................84 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 ANNPSON Qualifications for Robert B. Banting, MAI, SRA, Cert Gen RZ4 Qualifications for Judith Cornillie, Cert Gen RZ3358 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 ANDEPSON CAPP SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS Client: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency Intended User: Boynton Beach CRA and/or as otherwise specified in writing. Intended Use: Establishing A Purchase Or Selling Price Taxpayer of Record: 220 East LLC (220) & Brian J and Jacqueline S Fitzpatrick (224) Property Rights Appraised: Fee Simple Extraordinary Assumptions: We were only able to inspect three of the 12 units on the interior. We have assumed the other units are in similar condition. Hypothetical Conditions: None Unusual Market Externality: Covid-19 Pandemic Location: Site is located on the south side of E. Martin Luther King Jr. Boulevard between Seacrest Boulevard and Railroad Avenue in Boynton Beach. Site/Land Area: The subject site contains 23,252 square feet or 0.53 acres. Improvements: Year Built: 1961 & 1964 Condition: Average Building Size (rentable): 7,468 square feet Building Size (total): 7,596 square feet FAR: 0.33 Zoning: R2 by City of Boynton Beach Land Use Plan: 10 DU PER ACRE by City of Boynton Beach Flood Zone&Map Reference: Zone X (unshaded), Community Panel Number 12099C0791F, effective date of October 5, 2017 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 1 ANDEPSON CAPP Census Tract: 0061.00 Current Use: Multi-family Highest and Best Use: Multi-Family Residential Exposure Time: Six to twelve months Marketing Time: Six to twelve months Estimated Property Values: Value via Cost Approach: N/A Value via Income Capitalization Approach: $1,240,000 Value via Sales Comparison Approach: $1,200,000 MARKET VALUE: $1,200,000 Date of Inspection: May 17, 2021 Date of Report: May 24, 2021 Date of Value: May 17, 2021 Appraisers: Robert B.Banting, MAI,SRA Cert Gen RZ4 Judith Cornillie Cert Gen RZ3358 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 2 ANDEPSON CAPP 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 general limiting conditions, and are my personal,impartial,and unbiased professional analyses,opinions,conclusions, and recommendations. I have performed no services, as an appraiser or in any other capacity,regarding the property that is the subject of this report within the three year period immediately preceding acceptance of this assignment. I have no present or prospective interest in the property that is the subject of this report,and I have no personal interest with respect to the parties involved. I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. My engagement in this assignment was not contingent upon developing or reporting predetermined results. This appraisal assignment was not based on a requested minimum valuation, 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 & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. Robert B. Banting, MAI, SRA made a personal inspection of the property that is the subject of this report. Judith L. Cornillie did not make an interior inspection. As of the date of this report, Robert B. Banting, MAI, SRA has completed the continuing education program of the Appraisal Institute. No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. Robert B.Banting,MAI, SRA Judith Cornillie Cert Gen RZ4 Cert Gen RZ3358 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 3 ANDEPSON CAPP GENERAL LIMITING CONDITIONS 1. Unless otherwise stated, the value appearing in this appraisal represents our opinion of the market value or the value defined as of the date specified. Values of real estate are affected by national and local economic conditions and consequently will vary with future changes in such conditions. 2. Possession of this report or any copy thereof does not carry with it the right of publication nor may it be used for other than its intended use. The physical report(s) remains the property of the appraiser for the use of the client. The fee being charged is for the analytical services only. The report may not be copied or used for any purpose by any person or corporation other than the client or the party to whom it is addressed, without the written consent of an officer of the appraisal firm of Anderson & Carr, Inc. and then only in its entirety. 3. Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations efforts, news, sales or other media without written consent and approval of an officer of Anderson & Carr, Inc. nor may any reference be made in such public communication to the Appraisal Institute or the MAI, SRA or SRPA designations. 4. The appraiser may not divulge the 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 they may request in confidence for ethics enforcement or by a court of law or body with the power of subpoena. 5. Liability of Anderson & Carr, Inc. and its employees is limited to the fee collected for the appraisal. There is no accountability or liability to any third party. 6. It is assumed that there are no hidden or unapparent conditions of the property,sub-soil,or structures which make it more or less valuable. The appraiser assumes no responsibility for such conditions or the engineering which might be required to discover these facts. 7. This appraisal is to be used only in its entirety. All conclusions and opinions concerning the analysis which are set forth in the report were prepared by the appraisers whose signatures appear on the appraisal report. No change of any item in the report shall be made by anyone other than the appraiser and the appraiser and firm shall have no responsibility if any such unauthorized change is made. 8. No responsibility is assumed for the legal description provided or other matters legal in character or nature, or matters of survey, nor of any architectural, structural, mechanical, or engineering in nature. No opinion is rendered as to the title which is presumed to be good and merchantable.The property is valued as if free and clear of any and all liens and encumbrances and under responsible ownership and competent property management unless otherwise stated in particular parts of the report. 9. No responsibility is assumed for accuracy of information furnished by or from others,the clients,their designee, or public records. We are not liable for such information or the work of subcontractors. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit when possible. All are considered appropriate for inclusion to the best of our knowledge and belief. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 4 ANDEPSON CAPP 10. The contract for appraisal,consultation or analytical service is fulfilled and the total fee payable upon completion of the report. The appraiser or those assisting the preparation of the report will not be asked or required to give testimony in court or hearing because of having made the appraisal in full or in part; nor engaged in post-appraisal consultation with client or third parties, except under separate and special arrangement and at an additional fee. 11. The sketches and maps in this report are included to assist the reader and are not necessarily to scale. Various photos, if any, are included for the same purpose and are not intended to represent the property in other than actual status as of the date of the photos. 12. Unless otherwise stated in this report, the appraisers have no reason to believe that there may be hazardous materials stored and used at the property. The appraiser,however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation or other potentially hazardous materials may affect the value of the property.The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field,if desired. 13. If applicable, the distribution of the total valuation of this report between land and improvements applies only under the existing program of utilization.The separate valuations for land and building must not be used in conjunction with any other appraisal, no matter how similar and are invalid if so used. 14. No environmental or impact studies, special market studies or analysis,highest and best use analysis study or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report.Anderson & Carr, Inc. reserves the unlimited right to alter, amend,revise or rescind any of the statements,findings, opinions,values,estimates or conclusions upon any previous or subsequent study or analysis becoming known to the appraiser. 15. It is assumed that the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance is stated, described, and considered in this appraisal report. 16. The value estimated in this appraisal report is gross without consideration given to any encumbrance, lien,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 the race, color, or national origin of the present owners or occupants of the properties in the vicinity of the property appraised. 17. It is assumed that the property conforms to all applicable zoning, use regulations, and restrictions unless a nonconformity has been identified, described, and considered in this appraisal report. 18. It is assumed that all required licenses, certificates of occupancy, consents, and 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 opinion of value contained in this report is based. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 5 ANDEPSON CAPP 19. It is assumed that the use of the land and improvements is confined within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. 20. This appraisal report has been prepared for the exclusive benefit of the client and intended users, Boynton Beach CRA and/or as otherwise specified in writing. This report has been prepared for no other purpose and for use by no other person or entity than for use by the client for the purpose stated herein.Any other use of this appraisal is considered a misuse and thus the appraisers will not be held responsible for any outcome associated with use by another entity or for another purpose. 21. The global outbreak of a novel coronavirus known as COVID-19 was officially declared a pandemic by the World Health Organization(WHO).It is currently unknown what direct,or indirect,effect,if any,this event may have on the national economy, the local economy or the market in which the subject property is located. The stock market has already responded negatively but has mostly recovered. However, the real estate market is much slower to react and different segments of the market appear to have been affected in different ways. For example, retail store sales and the lodging industries appear to have been adversely affected while the local industrial and residential markets seem unaffected. There is very little market data available at this time to make quantifiable adjustments for this situation.We have attempted to take this into consideration in this report. The reader is cautioned that the conclusions presented in this appraisal report apply only as of the effective date(s)indicated. 22. 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 the value of the property. Since the appraisers have no direct evidence relating to this issue, possible non-compliance with the requirements of the ADA in estimating the value of the property has not been considered. 23. ACCEPTANCE OF, AND/OR USE OF THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE OF THE PRECEDING CONDITIONS. EXTRAORDINARY ASSUMPTIONS No Extraordinary Assumptions were utilized in the preparation of this appraisal. HYPOTHETICAL CONDITIONS No Hypothetical Conditions were utilized in the preparation of this appraisal. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 6 ANDEPSON CAPP AREA/LOCATION MAPS m . ro 4 9 i a l; 4 �) s�pdk r qu "1 'p7 �r ��fir ' if "(I� j �M yy 7Ydii MYCM`�Nd� ". t NW N.T qyt WN'i rnj 5 P�II 'n "o x z � A {mm x at N `&Y d w^t^ry N1r iffi y H Arc,�car, 71 i Epi .. WW AM'.N A^ � k4ARY]wa�'.!'P4A, Nn RNs;11m �4. S A . � 9rNA +IW77hg4 � t 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 7 ANDEPSON CAPP Parcel Map 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 8 ANDEPSON CAPP Aerial Photographs Subject i s 220 MLK Jr. Blvd. .� ��� }; 224 MLK Jr.Blvd. 'r - S r 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 9 ANDEPSON CAPP SUBJECT PROPERTY PHOTOS (TAKEN MAY 17,2021) s , �,3fy D f Front view buildings at 220 E Martin Luther King Jr. Blvd. 11 W i y Rear view buildings at 220 E Martin Luther King Jr. Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 10 ANDEPSONCAPP S�Q4p1� i i i l t Front view of building at 224 E Martin Luther King Jr. Blvd. a � Side view of building at 224 E Martin Luther King Jr. Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 11 ANDEPSON CAPP t ii c s f _ s F_ Alternate view of buildings at 220 E Martin Luther King Jr. Blvd. S ^r tt1+r r as i r t� c„ s` a td Alternate view of buildings at 220 E Martin Luther King Jr. Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 12 ANDEPSON CAPP i fi - � jll�S41rYr4 t t i irk � Kitchen Unit#9 f r- err,_ rr li'' Bathroom Unit #9 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 13 ANDEPSON CAPP tit �u Kitchen Unit#8 P01,# ,t it � (I �r {, t `{ u f t{ 1 din Bathroom Unit #8 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 14 ANDEPSON CAPP � k t II t ({}} t f l 444 WI�i}��� }}�l°t�?�1��}�t° tri x r\ WPr t Living room Unit#8 ii ~l Bedroom Unit#8 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 15 ANDEPSON CAPP Kitchen Unit A s s . s F$iz Bedroom Unit A 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 16 ANDEPSON CAPP f t f w s - t rpt u Alternate rear view I rr� I1� g Yi Z } 5� tt\�� I � r `7 m... Electrical meters 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 17 ANDEPSON CAPP 'm 11's,��i� itl:! f{` tail i Al 1t r tl �1 ii t\i rlhi? t, i s� 1 View east on E Martin Luther King Jr. Blvd. F � U t sts t�Mi r yg,ti,V�k�h' i` � �a I m £ View west on E Martin Luther King Jr.Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 18 ANDEPSON CAPP PURPOSE AND DATE OF VALUE The purpose of this appraisal is to estimate the market value, fee simple estate, of the subject property as of May 17, 2021. PROPERTY APPRAISED The subject is a twelve-unit apartment complex consisting of four separate buildings built in 1961 and 1964 with a combined square footage of 7,596 situated on two adjacent parcels containing a total of 23,252 square feet of land area. The subject property is located on the south side of E. Martin Luther King Jr. Boulevard between Seacrest Boulevard and Railroad Avenue in Boynton Beach. The property address is 220-224 East Martin Luther King Jr.Boulevard, Boynton Beach, Florida 33435. LEGAL DESCRIPTION The legal description for the subject property was taken from the most recent deeds for the subject properties which were each deeded to the current owner separately at different times. 220 E Martin Luther King Blvd,recorded in OR Book 21655,Page 1359. Lots 17 and 18,ofRO WELLS St,,JBDIVISION,Boynton Bach,Florida,according to the flat thereof on f11 he Office of the Clergy of the Circuit Court in and for Pala Beach County, Florida, re r� in Flat Book 11, fags 66„ LEW A strip of land for to � ht of way purposes situate in Suction 21,Township 45 South,Range 43 Fast, PaIrn Bea unty,Florida,more particularly described as follows: 7'he ?forth 10 feet of Dots 17 an _ obert Wells Subdivision, as recorded in plat Book 11,page 66,Public Records of s i Beach County. Contains 1000 square feet. 224 E Martin Luther King Blvd,recorded in OR Book 7496, Page 1042 Lot Nuirthcr Sixteen (16" 1 BERT WELLS SUBDIVISION of North 180 feet of Northeast quarter of Southe rt r,SectionTw my nu('21),Township Forty-five(45 i"', South,of mange Forty-t1 4st, alto yeah County,Florida,mord in Flat Book 11 page 66,of the Public Roe (Palm Bah County, Florida. DISCLOSURE OF COMPETENCY Per the Competency Rule contained within the Uniform Standards of Professional Appraisal Practice, the appraisers hereby affirm that they are competent to complete the appraisal assignment for which they have been engaged by the client. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 19 ANDEPSON CAPP INTENDED USE AND USER The intended use of this report is to assist the client and intended user in establishing a purchase or selling price. The intended user of the report is Boynton Beach CRA and/or as otherwise specified in writing. This report has been prepared utilizing generally accepted appraisal guidelines, techniques, and methodologies as contained within the Uniform Standard of Professional Practice(USPAP),as promulgated by the Appraisal Foundation. CLIENT Mr. Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 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, knowledgeably, and assuming the price is not affected by undue stimulus.Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2)Both parties are well informed or well advised,and acting in what they consider their own best interests; (3)A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and(5) The price represents normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and the Interagency Appraisal and Evaluation Guidelines, Federal Register,Volume 75, No.237, December 10, 2010). PERSONAL PROPERTY,FURNITURE,FIXTURES AND EQUIPMENT This appraised value does not include the personal property, furniture, fixtures, and equipment (FF&E), if any,used in the operation of the intended use of the property.The normal and customary kitchen appliances are included in this report. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 20 ANDEPSON CAPP PROPERTY RIGHTS APPRAISED The property rights appraised are those of the fee simple estate. Fee Simple Estate The property rights being appraised are those of fee simple estate. Fee simple estate is defined as"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, 5th Edition, (Chicago: Appraisal Institute,2010). TYPICAL BUYER PROFILE In the analysis of comparable sales and in the appraiser's experience with this property type, size and quality, we believe the typical buyer is a private investor and/or an owner manager.The property is too small to be of interest to typical institutional buyers. We have considered the typical buyer in our analysis. SCOPE OF ASSIGNMENT The traditional appraisal approaches include the cost approach, the sales comparison approach, and the income capitalization approach.We have considered all three approaches in this assignment and determined the sales comparison and income capitalization approach to be applicable in this assignment. The cost approach is based on the principle of substitution, i.e. a buyer would pay no more for a property than the cost of acquiring a like site and constructing improvements with the same utility. This approach is most applicable when improvements are new and represent the highest and best use of the property and for special purpose properties when no comparisons are available. The older the improvements, however, the less reliable the approach becomes, due to the difficulty in estimating and supporting depreciation for older improvements. The subject was built in 1961 & 1964 and has average depreciation. Depreciation is difficult to isolate and quantify in older buildings and this limits the reliability of the cost approach.The cost approach was not developed because it was not considered necessary for credible assignment results,given the intended use of the appraisal.It is the appraiser's view that a buyer in the case of the subject would not make a purchase decision based on a cost analysis. The appraisers have relied on the income capitalization and sales comparison approaches in valuing the subject property. These are the approaches a prudent investor would also rely upon in the decision-making process. In the process of gathering data for the sales comparison approach to value, we conducted a search of our appraisal files and public information sources such as the Palm Beach County Property Appraiser's public access system and the Palm Beach County Clerk's Office, as well as subscription-based information services such as CoStar.com for comparable sales in the relevant market area.We searched for the most similar sales to the subject property. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 21 ANDEPSON CAPP The sales ultimately selected for further analysis were the best comparable sales we were able to find in this market. We obtained and verified additional information on the comparable properties with a party to the transaction, or a broker or agent of the parties when possible. Bob Banting inspected the interior and exterior of the subject property.Physical data pertaining to the subject property was obtained from an inspection of the premises and public information sources such as the Palm Beach County Property Appraiser's records.Other data pertaining to the subject property was obtained from the Palm Beach County Clerk's and Tax Collector's offices and local planning and zoning departments. In formulating the income approach to value,we have reviewed actual historical income, expense and other pertinent data for the subject when available and consulted market surveys such as those produced by PwC and Costar when warranted. Rental data was gathered through the use of one or more online services such as Loopnet.com, Costar.com and the Local MLS. A field search of the local market, review of this office's past appraisal files of similar type properties and discussions with local brokers may have also been used to research rental and other data utilized in preparing the income approach to value. We also requested income and expense information but the property owner declined to provide this data. The product of our research and analysis is formulated within this report for analysis of and direct comparison with the subject property being appraised. Additionally, we have used original research performed in preparation of other appraisals by this office,which is considered appropriate for the subject property. We make no warranty as to the authenticity and reliability of representations made by those with whom we verified sales,rental, and other information.We have taken due care in attempting to verify the data utilized in this analysis. We based our analysis and conclusions on overall patterns rather than on specific representations. Per USPAP Standard Rule 2-2 this analysis is an Appraisal Report presented in written format.The analysis and conclusions of this appraisal assignment are presented in a narrative appraisal report. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 22 ANDEPSON CAPP Florida Realtors'Economist: NAR released its Commercial Market Insights report ORLANDO, Fla — The Commercial Market Insights report authored by the National Association of Realtors® Research Group was recently published in October 2020. Here are several key takeaways: Vacancy up but not affecting rents—yet Vacancy is expanding but rents remain stable as landlords seek to minimize revenue losses arising from occupancy losses. Transaction volume cratering Commercial sales transactions overall have contracted nearly 70%year-over-year in August 2020, according to Real Capital Analytics. The largest declines were in office and retail, falling by 73% respectively, while multifamily and industrial fared slightly better, declining by 65% and 62% respectively. Increased risk premiums reflect market challenges Commercial sales transactions overall have contracted nearly 70%year-over-year in August 2020, according to Real Capital Analytics. The largest declines were in office and retail, falling by 73% respectively, while multi-family and industrial fared slightly better, declining by 65% and 62% respectively. Pricing holds steady Prices have not seen a dramatic decrease despite overall occupancy concerns,particularly in multifamily and office. This is a reflection on what is trading — mostly prime properties with lower occupancy risk are transacting,while deals on even slightly questionable assets are not materializing. Suburban office assets is attracting investment Sales of office assets in Central Business Districts (CBD) have fallen more than sales in suburban markets, reflecting increasing investor interest outside of dense urban cores, though suburban assets are still seen as more risky investments compared to CBD assets. Industrial is the darling but not always a sure thing The industrial slice of the market has been doing well throughout the pandemic,but it is important to note that not every industrial property is a logistics property or Amazon. While e-commerce has pulled this property type to the front of the pack, there are still headwinds holding back recovery. Still, success in industrial poses increased risk to retail as shifting consumer behavior favors industrial distribution of goods over direct purchase through brick-and-mortar retail. Tennifcr Quinn is a Florida Realtors Economist and Director of Economic Development cO 2020 Florida Realtors® 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 23 ANDEPSON CAPP US Commercial Property Price Growth Accelerates in January The pace of U.S. commercial property price growth accelerated in January, climbing back near the growth rates seen before Covid-19 struck, the latest RCA CPPL• US summary report shows. The US National All- Property Index rose 6.9%from a year ago and 1.2%from December. The acceleration in price growth comes even as deal volume slumped again in January following December's record haul, as shown in US Capital Trends, also released this week. Office prices rebounded into the new year,up 3.3%from January 2020.As recently as August this index was posting no annual growth. Suburban offices drove the increase in January. Prices in the industrial sector grew 8.3% annually, again taking the top spot among all the property types. Multifamily price growth registered at 6.8%,hovering around the 7% rate seen in recent months. The retail sector again registered the worst annual price trends of the major property sectors, falling 1.8% from a year prior. By Wyatt Avery on February 25th,2021 Real Capital Analytics 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 24 ANDEPSON CAPP PALM BEACH COUNTY SUMMARY j$ 14 ............................ . . n �t" a W446, =k 0 > �. a �� , �,� . �,. 1I m� s w ®anti®-W�sps„n�nnnn s.m®n.®nennn®ne s �t 0 t r � Geography Palm Beach County is located along Florida's Southeast coast. It is bordered by Martin County to the north, Hendry and Glades Counties to the west, Broward County to the south and the Atlantic Ocean to the east. The northwestern portion of the county is made up of Lake Okeechobee, the largest freshwater lake in Florida. The county is located approximately 80 miles north of Miami and 260 miles south of Jacksonville. Palm Beach County encompasses approximately 2,203 square miles with roughly 1,974 square miles of land area, 229 square miles of water, and 47 miles of coastline. According to the U.S. Census Bureau's 2015 estimate,Palm Beach County has a population of 1,422,789; an increase of 7.8 percent from the 2010 census statistics of 1,320,134. The vast majority of the county's growth has been a result of in-migration from the northern states as well as from Miami-Dade and Broward Counties to the south. Palm Beach County ranks as the third most populous county in Florida behind Miami-Dade and Broward Counties. The county includes 38 incorporated municipalities;the largest of which is West Palm Beach,the county seat. Boca Raton,located at the south end of the county,is the second largest city and one of the highest income retail trade areas in the United States. Miami-Dade,Broward and Palm Beach Counties are known as the"Gold Coast".This area is approximately 110 miles from north to south,but only 20 miles wide at its widest points.This is the second longest urbanized area in the United States,just behind the New York Metropolitan area. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 25 ANDEPSON CAPP Transportation Vehicular Travel Interstate 95 is a major north/south thoroughfare that connects Palm Beach County to the southeastern and northeastern portions of the state, and then continues along the Eastern Seaboard to Maine. Florida's Turnpike also passes through the county and provides connections to Miami-Dade and Broward Counties to the south and Orlando to the north, connecting with I-75 around Leesburg, FL. Other north/south highways include AIA, U.S. Highway 1, Congress Avenue, Military Trail and U.S. 441. AIA connects the coastal communities along the eastern edge of the county while U.S. 441 connects the more western communities such as Wellington and Jupiter Farms. There are numerous local east/west roadways with Southern Boulevard and Blue Heron Boulevard providing access to the most western portions of the county including Belle Glade, as well as Florida's West Coast. Airport Palm Beach International Airport (PBI)is centrally located 2.5 miles from downtown West Palm Beach and adjacent to I-95 providing air service for communities throughout Palm Beach County. PBI opened in 1988 and has expanded over the past 30 years. There are currently fourteen major airlines operating with numerous domestic flights and international flights to the Bahamas and Canada. The airport's growth necessitated a direct access overpass interchange with I-95 which significantly improved ingress and egress for the airport. Palm Beach County is also home to four commercial executive airports. Rail Service and Transit There are two main rail corridors in Palm Beach County, the Florida East Coast railway and CSX railway, partially owned by the Florida Department of Transportation to run the Tri-Rail commuter trains.AmTrak is a passenger train than runs throughout the county connecting passengers to other parts of the country. Brightline, the express intercity high-speed rail system runs service between Miami and West Palm Beach with a single intermediate stop in Ft.Lauderdale.It began service in May 2018,with an extension from West Palm Beach to Orlando via Melbourne planned to open in late 2021. Palm Tran is Palm Beach County's public transportation provider for fixed route passenger bus service. It also operates Palm Tran CONNECTION and provides paratransit services for qualified users. Local municipalities and Tri-rail provide various trolley and shuttle services throughout Palm Beach County. Port of Palm Beach and Intracoastal Waterway The Port of Palm Beach is located in Riviera Beach, FL and is an independent taxing authority district with a five-member Board of Commissioners. It has an annual cargo tonnage of 5.1 and passenger traffic of 550,000. It is the fourth busiest container port of Florida's 14 deepwater ports and 18"in the United States. Unlike most ports in the US, the Port of Palm Beach is an export port,with approximately 80% of its cargo being exported.The majority of the cargo goes to support the island nations of the Caribbean,supplying 60% of everything consumed in The Bahamas.The Intracoastal Waterway represents one of Palm Beach County's most identifiable marine destinations. Roughly 43 miles of waterway serves as a regional connector between 23 of the county's municipalities. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 26 ANDEPSON CAPP Economy At 2,000 square miles, Palm Beach County is the largest in area for the State of Florida. The county had experienced favorable demographic and economic conditions over the past five years until March 2020 with the onset of COVID-19.Although job and demographic growth had outpaced the U.S. across the board for the past several years, this area has been dramatically affected by the coronavirus pandemic which caused economic conditions to change rapidly across the world. The county's current population of 1.5 million has grown by close to 15% over the past decade, more than double the rate of the remainder of the country. In early 2020, the county's labor market had grown by 15% over the past five years. The unemployment rate according to the U.S. Bureau of Labor Statistics in March 2021 is 4.7%.Palm Beach County has benefited from Florida's lack of a state income tax and post-pandemic has seen an even greater influx of wealthy individuals bring significant parts of their wealth and business to the area. The tax dynamic, combined with a very strong business services infrastructure and a large talent pool,has created more jobs,however, unemployment remains slightly higher to pre-pandemic rates. Palm Beach County's 650,000 strong labor force is service driven,with over 80% of the labor force employed in private service provision.Trade and transportation are the largest sectors with close to 20%of the county's jobs. Palm Beach County's agricultural output ranks the highest in the state nearly doubling that of Miami- Dade. It consists of over 1,400 farms with over$1 billion in sales of crops and a$10 billion economic impact. The largest employer in Palm Beach County is the Palm Beach County School Board,the tenth largest school district in the United States, with close to 23,000 employees and a $3.5 billion dollar budget for the 2020- 2021 school year.Palm Beach County employment by industry is shown in the following table. While jobs gradually return, Palm Beach County's economy continues to be affected by the coronavirus pandemic. Over half of the jobs lost in March and April have been recovered and economic conditions are improving. The diversity of Palm Beach County's workforce with no one industry accounting for more than 20% of the jobs has helped to insulate the market from higher losses. PALM 1NEACH EMPLOYMENT BY INDUSTRY IN THOUSANDS CURRENT XM CURRENT GR $0 YR,HISTORICAL S YR FORECMT ft s' LQ Noma UII *W"I us madw us 4.1wwra49wmg..... 213 0..4 0 19% 0,04% 2,83% 0,5111% 042N 03D% .. TAadeSr rY iCr.'d4t'trr1 RW Y.Mft M 1 0. 1,14%... 1M516 152% 0 1139% 0,51% Rawk Trade 77 12 1.94%__. 331%_.. 134% 044`x. 122 041&._.. 4"5`weaM AChv4t f! 46 12 _. 172 0,35%_.. z17�a._. 134,',.... 0 3T% 0,6 9% Gaveo'K99fl1 nt, 66 07 4-16% 1261 1 '027% A 206% 0,98% Natwtai qesaurve,%,Mif4143 ark C4rtafruoan 3a 11 0-34% 063% 4 2.51% 1 0 o 99% Fducat Pi mid @^ea*i:.v yr m 103 110 D .... 0,12% 2,23% 1,51% 1 72% 171% T U1t? bn9 twod aut*fesllLVVX*s 417 1:3 3,56% 1,44% 3 t3% 4'm% 074% 1,40% kr;'amrTMta3klcsrl io a 44LI°k,_.. 5 ,514,;.... 1344 _. 016%.. 2,85% 21 ,._. Leave HIV3"Mi1aaidy ati 1 4 1,43%__. v1 44%_. 1 49%._.. 41 nv"v... Z99% 4.15% __. o441ea. rwl5 .. 32 1A t 63°x._ 1,7a% 150% 0,33%.. 1133% t 11 ,...... '07 40 .. ...,�;Ouma,t1 ¢at& mnsxrmLs LQ LWMQM,3�4 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 27 ANDEPSON CAPP Commercial Real Estate Industrial Leasing-Industrial vacancies in Palm Beach Metro are the lowest in South Florida and more than 150 basis points tighter than the National Index rate. Rent-Annual rent growth has been slowing in the Palm Beach Metro over the past two years, however, annual growth remains over 2%in all submarkets.At$12/SF rents are about 40%higher than the remainder of the country. Construction-After four construction-heavy years, there was a pause in industrial development in 2019,but it has come back in the past year.About 600,000 SF has delivered in 2020,but more than 1 million SF slated for 2021. Sales-Unlike other South Florida industrial markets, Palm Beach's investment activity does not appear to have been negatively impacted by the coronavirus pandemic. The more than $350 million invested in the market in 2020 is the most in at least the past 20 years in Palm Beach. overview 12 Mo Deliveries in SF 12 Mo Net Absorpfion in SF Vacancy Rate 12 Uo,Rent Growth "f"' 1 4.4 /0 4.15/0- "We .15/0- "We Palm Beach is the only South Floridawhere tenants,Paim Beach has also fared well in terms of'rent indusirral vacancies are Wow Ow National index rate, gto the rate of,growth,is sJowing,like it is they have been gradually climbing over the past two ss the nation,annual gains have only slowed by one years,A pause in development in 20112 Inas helped keep percemage point in the past year in Palm Beach rate low.but developrirent Inas come back in recent compared to hires percentage nt slowdowns in Miam quarlers and more than R that is under and!Fort Lauderdale. construction!is listed for lesse. Additionally, rttet has rnannuuned sales amity This vAl lately rnean a continued loosening of ria cies doming tate pandemic.There were seven dears over$tit On lkie near term,dui the longer-term prospect is for mill lon in 2820 compared to five in 2019 and q uarterty vacancy comp sion since new conVauction has all LAA vokxne was rnore than 50%higher than the metWs10- stopped during the coronavirus pandernic,With lower year quarterly average in both 2OQ2 and 2003, vacancies a 'less new supply competing for new 'I 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 28 ANDEPSON CAPP KEY M04CATORS Vmm"PAW OF La 9% VZ03 72% laa,41A, 17187 SperWimd1amuu oat 11,37619 14'% $11,40 SZ ti6 OU a 11 Rex 11 5U,136 3.1% SIG.07 51.7% 34,3443 J 120,000 " .. v mcancy chu.�'kry (Y0V 011% 53� y 4%, 110% 2000 a 2 5 411 04 1 APiwxptcpl SIF 725K Sw3w ",1,447 2,2217, x 2 SQ-,3 2,1�. rrtN I 21:1903: Okekweivs SF 938K 7T9,1318 666,866 2,011,766 20M 04 0,060201302 Read Ompam,.. 47 ..,:. 24 40% 6.31%._.. 200,01 4 Y4 ,2=9 Safts VLALFTNC S449m,` S1912M NA S475,2M202,004 USAM 2101 D 1 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 29 ANDEPSON CAPP Office Leasing-Office vacancies in Palm Beach have been increasing the past two years at a slightly less steep rate of incline than the National Index. Rent-Office rent growth has slowed considerably in Palm Beach in the past year but continues to outpace the National Index.At$35/SF,the average office rent in Palm Beach is the second highest in Florida.Within Palm Beach County, almost all submarkets have posted strong annual growth. Construction-With over 900,000 SF under construction, projects slated to deliver in 2021 are set to see 13- year high levels. Sales- Investment in Palm Beach's office market has been elevated for the past seven years and though impacted in 2020 by the coronavirus pandemic, sales volume has bounced back, reaching a new quarterly high in 21Q1. overview 112 Mo DeliDelirwies to SF t 'Mo Not Absorpbon in SF Vacancy Rate 12 Up Raaf rkowth 4 7 U^K (451K) . �� 1 .8% Office and has weakened fixrther an Palma Bea&in among high-rent office mar,kets. the past year due to the coronaviTus pandemic.Net Development remains limited as it has been for the post absorption has nowbeen negative for four of the past six decade but ties picked up slightly in the Past taw years. quarters,Wowing kepi d mrd r - P with ectsw s forth n n dery and years.Vacancies have iesed o 200 basis �+� g taea in that and are near four-year highs and are likely to re �limitedfort e foreseeable re, seam oaf the highest ng Florida office rnarkels. vasca s are ex �1 climb over the n year. AflerW—fing drarnalti ars 2,002,leasing volume has After sax years of e4evatedInvesVnerit aclivity,the slowly bounced back to recent quarters but remains rr navirus pandernic negatively urn ed affice sales rivAed amid th ongoing irus pandemit.The volurne but it has rebounded in recent months.Quarterly firniteddernand has f ather impacted nertt growth,w1hich vol was maw S100 miltion in both 2002 and in has wing for four years. Still,annual gains in 2004 but reached a new q; high an 2101 with the Palin Beate remain,sane of the highest in the country January sale of Phillips Point for$281.85 million. KEY RMCATORS pia"amciparlar RSA Wammy RWW WWWRevis AURUbMiefto Una"SF P 16-1% S46.4` =2 2% 61 aay 1&'2Staf 44,5414244 - F V% S,29Y!k 8.2% 80,Y C 0 0 yi 9r�a ,," taeicychmiqu Yoy1 0,8% 1 6% 103% .: 17 1% 201003., 6 N. m O 02 .. _-!sled A&5a a6co W ... A5 inti,,. 529,354 3716,939 22D8 871)., 2x.'14 04 _.....IIICA 5F)) 2WO 01 _... -st` 4 70K YS6489 2,61 7�6a 2008 04 615(W9 2012 Rent Grulum d 6% 4 34% 90% 200001 2000 04 sag Vdun,le :a, PaN '$'S21'1?"! N NA. 3140 201602 S101 4M 2a2C99 04 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 30 ANDEPSON CAPP Retail Leasing-Retail vacancies have been on an upward path in Palm Beach for the past three years. The rate is now the highest it has been in more than four years but remains below the National Index. Rent-Palm Beach is among the highest rent retail markets in the nation and has maintained upward rent mobility well above the National Index for the past nine years. Construction-Retail development has been elevated in Palm Beach for the past three years and more than 700,000 SF is under construction. Construction starts slowed in 2020,but have pickled up again in 2021 Sales-Retail investment has been steadily increasing in Palm Beach in recent quarters after dropping off in the early months of the coronavirus pandemic.After low transactions in early 2020,large deals began to close in 20Q3 and continue to close in 2021. overview 12 Mo Defiveiries in SF 12 Mo Net Absorpbon in SF Vacancy Rate 12 Mo Rent rvowth 358K 37K 4.8% 2.1 % Patera Seacws retail market has been reit hared bythe 2021, coronavirus pandernic but continues to outperform the Rent growth has slowed in recent quarters but continues nation on many frontsPermanent reWier ctosutres,have to be srarne of the strongest in Florida on an annual fauFFerd net absorption n in gree of the post four basis. neat gains near 6 are the third h ighest in the quarters,but vacanoses have increase by Fess than 100 USI among the ,0 reqaA rtwkets where the average rent basis points and remain below the National Inclex rate, is paver +' f=.The , pandenve comes as a time of heightened Foliawing highs levels of investrrwA acliviry in 20 tg,sates deveiopment len Palm Beach,which will cominue to put F has declined significantly in past year- aboutpressure era vacancies Gro the near terra. re as art volume felt err t 1-year l mea t ani, about 700 F underconstruction is nt to though t has increased in e quarters,annual compdate ss id of c 1 months-pain era starts vol ne s a 15 behind the mar efs t 0-year spate �Pr dJ�d!not I sp.in the eaettr quarters of the pandemic but have pkked back up in quarterty average. KEY MOICATORS e "Ah, " 0400"J"XF _. Naighbowtiacd Cenler 30,009,035 ..... 5"'4a. ...... 5.27.20 ....... 7,61%. . 40,6W r3 fir':; ..:3N 450 ...._. _. ierA RjeWl _ 9 161 cis g 3 6% _ $22:.P34 &4% M,G613 36 500 M 184 _. _._d' sr 1 405��''2i t fy $38,52 6111%__. 11 0__. _.130,09A Ank"7> lq ummkrN a' r F Pink rx 'rr VWW- Aa A%—"* Vacancy Changg r"V "r'a OA% Gym 5 `'.a 8.8% 201001 351 2'ow 01 NtlrtAtT"PkivT-4, ''TK _:523,R'§#57 4512.;FA2 t52:991 2. J701 +'''G'i°F,kS 213MQ.i ..... _..6com'00% 3158K 711,39i 51012 We �,"„d3#'.x :R5 Z",64 1:86 560 PA.'t .r, 21% C i' -'.,, 2..91141 6.2% 2617 01 6 n'— 2 .A Wi, _... Saom�'�4u:rr 5+.r5°-'.00 W9.0A Kip, S1Afi,...... 2015 W 1,367ta1 20 03____.. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 31 ANDEPSON CAPP Multi-Family Vacanep Apartment demand has surged back in Palm Beach following a weak first half of 2020, and vacancies are nearly 200 basis points lower than they were a year ago. Vacancies in the metro are now lower than the National Index rate for the first time in nearly seven years. Rent-Apartment rents held up well in Palm Beach amid the pandemic and have increased steeply in recent months. The metro has outperformed the National Index since 20Q4 and rents have been higher than pre- pandemic levels for six months. Construction-Palm Beach's apartment market has been undergoing a supply wave over the past five years with more than 11,000 units added, expanding the market rate apartment inventory by almost 20%. Sales-Annual sales volume in Palm Beach is higher than the 10-year average despite two quarters of muted volume in the early months of the pandemic. Volume surged in 20Q4 and was even higher in 21Q1,pushing annual volumes over$1 billion. Overview 12 Mo,DeUvered Units Units Vasa 1i kan tent Growth 2P32 4 b.Z.� X70 Apadn-vent vacancies have ointrnpressed in PeArn Beacherre After falling for two months from mid-March to mid-May. recent quarters and are Ioavw than both the Nrel 0,rents have climbing steadily foT rnuch of the Index rete and the rnetro's 1 year average.While Ptd year,Pandernso losses were recovered by absorption rwas negative In 2001 and 20,0Z it has Ncpvefnber.,four rrr re the National index surged ars recent t sarlers,and the numoer of units recovered losses,anrd annuaA gains around 10%are absorbed the past year has outstripped the 2.22100 units more n sax percentage ptAnts stronger than growth which have opened in the market iin"time try about the National Index, . Inv nt activity was impacted by the _panclerrio argil' While,coils. on starts have cooled considerably since voltayve flit aseven-year quarterly low in 2002 but has the onset of the coronawirus,there are stilt about 4.000 beennja back.Volume nearest$350 migion in sinks under construction due to compliete in,the coming 2004 andwas more than double the$$200 rnapfron 10- quarters- -qu r ."fh will keep upward pressure ars the vacancy year quarterly average in 21X1'1. rate.which is expected to c6mb aver the next 12 to I rnonths, KEY MOICATORS; o u" u 4 to err Sk,12ra $2,107 303 136' 3,219 3 Sgm WAIS 5 414, S'_,11A 5... 1 C'm 66 43 6-1 1 13 tmrr 3 n, 3 S T.2150 c kms T r va. TDcs 0-or-90 f#oy' v 'i ,'r,. 7 % a.. IO VAI M14 01 2:.314 03 ALW, lrun U1,04N 3 352 %1"1W .2,2-t'�il' 3.r pt 201603 h'1.§.,i :210-11 n Q3A _..DeO LO Oft ... 2,332 ...... 1,.�48k .._ 2,443 _... 3,332.:... 2ula 013 .._.. a,.,. _2DI1 934_........ Oerw"hod rhuu, d2 76 3W 201a 01 3 21110213 03 AakiogY Rent Gamer,IYOY"y 10 5% 11.7% X05 162 :?'a 0W 03 Efterrm r it Gruwal(Yov) 1.07% V -b 12,E n 202102 1.,P11 2CO9 61 ._ *s V> lour SIB S573AM_.. VWA 511110,_ 2,2OnA-62 a '3 _.20W 03...._.. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 32 ANDEPSON CAPP Residential Real Estate 6 WnW*F=Vftftm" no 2W Ck)wd Sake W4 Odgin i �t � hr �It rel M 2718 86 — . .. i. mmft sup*of mvwtofy IB 42 MEM= a - - Wmfta ckmw Saw VW Sale POW $246-NO00 mom Oe4nal LWt P*m Rec@M)d am% 94A% III N -- 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 33 ANDEPSON CAPP DEMOMAPHIC .- '; Malta us Uwa us PCOULawn 1,524,309 33002,2tg 1 1.4% 06% 11%, 015% Houtemolds 378,729 123,3131 734 0,9% 015 11% 0,7% 1,2% 0 Lao Foy M,831 160,596,828 0.3% 0 5% _ 1.0% 0,51% 1,7% 07% m ID 51% 0 T%, A POPULATICN4 GROWTH LABOR]FORCE GROWTH INCOME GROWTH , 1 'I4yw, 2 Wolgg h.�i'� �Mr� �k ,.'Wi, 11 ioEl 11S"'3 un,m and ar ra Conclusion Some of the factors that fed Palm Beach County's past growth diminished in 2007 with a decline in the national economy which included reduced home prices and high unemployment. This trend continued until the middle of 2011 when signs of stabilization began to emerge. In the fourth quarter 2011, sales activity began to show signs of recovery. A slow but steady rebound in the market continued into the beginning of 2020. This changed in mid-March 2020 with the closing of schools, retail stores and all non-essential businesses due to the COVID-19 pandemic.As of early 2021, the availability of vaccines has accelerated the return to pre-pandemic conditions and economic recovery in South Florida. The outlook for Palm Beach County as compared to many other areas of the country is considered positive due to the broad employment base and desirability as a winter tourist destination. There continues to be an influx from the northeast as the early intensity of the pandemic hit the NYC metro and many are moving to the area to escape months of quarantine.As population grows, more supporting commercial,industrial, and service development will be required. These factors, combined with a finite quantity of developable land create a positive real estate outlook for the future. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 34 ANDEPSON CAPP NEIGHBORHOOD SUMMARY A LT lh 1,0 .. A P �k, �,i i 'Fs 2r, i rt IM t���rtes� r I STH P Vy +,Via 1147 rA n N 4,'s HAS y Vv � s "'A' 9r asa,�r 'ow e ,G a lii "�s€•mid y . 4` n mal C..�x.!toy, 'it .,W U4 All , a +r $ m � h#faka '147y, p 74A'dEpi oiwl r 141 `.r J The subject property is located in a residential area of suburban Boynton Beach. The neighborhood boundaries are considered to be Gateway Boulevard to the north, Boynton Beach Boulevard to the south, U.S.Highway#1 to the east and Interstate 95 to the west.Gateway Boulevard and Boynton Beach Boulevard are major east/west arterials through the subject neighborhood, and both have interchanges at Interstate 95 along the western boundary of the subject neighborhood. Interstate 95 is the main north—south Interstate Highway on the East Coast of the United States, running 1,908 miles from U.S. Route 1 in Miami, Florida to the Houlton—Woodstock Border Crossing between Maine and the Canadian province of New Brunswick. Boynton Beach Boulevard also connects to Florida's Turnpike six miles west of the western border of the subject neighborhood. Florida's Turnpike is a toll road in the state of Florida spanning approximately 309 miles from its southern terminus in Miami Gardens to its northern terminus in Wildwood (265 miles). Seacrest Boulevard and U.S. Highway #1 are secondary arterials running north and south through the neighborhood. U.S. Route 1 or U.S. Highway 1 is a major north—south United States Numbered Highway constructed in 1926 that serves the East Coast of the United States. It runs 2,369 miles, from Key West, Florida north to Fort Kent, Maine, at the Canadian border, making it the longest north—south road in the United States. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 35 ANDEPSON CAPP The subject neighborhood consists primarily of residential development. Low intensity commercial development can be found along the major and secondary arterials with the Exception of the southeastern corner of the subject neighborhood which has a higher concentration of larger commercial development. Public schools within the subject neighborhood include Galaxy Elementary and Poinciana Elementary. The neighborhood is in the Boynton Beach Community High School district located slightly west of the subject neighborhood and the Congress Middle school district located just southwest of the subject neighborhood. Overall, the subject neighborhood is one that is attractive for investment in small residential development like the subject property type. Multi-family vacancies within the subject neighborhood are currently at a low 5.2 percent. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 36 ANDEPSON CAPP PROPERTY DATA Taxpayer of Record 220 East LLC(220) &Brian J and Jacqueline S Fitzpatrick (224) Palm Beach County Property Control Number(s) 08-43-45-21-04-000-0170; 08-43-45-21-04-000-0160 Assessed Value and Taxes for 2020 The following information was taken from the Palm Beach County Property Appraiser's and Tax Collector's web sites. 2020 SUBJECT ASSESSMENTS &TAXES (PROPOSED) Appraised value sensed and Tall, vault Taus `lark P Tbtal, et assessed Caak�l Q1 P7an Ad in rvemenrs �r�l Ua(ueatu ," ali �tn fax Ualrner a ' °tal t a 08-43-45-21-04-000-0170 $270,380 1 $378,017 $648,397 $648,397 $648,397 $13,874 $2,150 $16,024 08-43-45-21-04-000-0160 $15,400 1 $84,916 $100,316 $91,607 $91,607 $2,021 $430 $2,451 ,9 $748,713, `$74Q,f14417' 74(1,f144 1 sus 2, so, 1s� 7s A typical informed buyer would recognize the possibility of a reassessment following a sale of the property and the possibility that taxes could change as a result,if the assessed value is substantially different than the true market value. That said, the subject appears to be under assessed based on the market value conclusion contained herein. We believe a prudent investor would calculate their potential property tax liability based on an assessment reflective of whatever sale price they are proposing to pay.Because the definition of market value assumes a sale, we have calculated the potential tax burden on the subject property were it to sell at our market value conclusion. Similar properties in the county are typically assessed from 70% to 80% of their market value. Based on the market value conclusion of $1,200,000 contained herein, and assessment at 75%, a prudent investor would expect the potential for the assessment to increase to roughly $900,000. Based on this assessment and the 2020 millage rate for the subject's taxing district of 21.3977 mills and adding in the subject's 2020 non-ad- valorem taxes at $2,580 one would expect the property taxes could potentially increase to roughly $21,838 ($900,000 x 0.0213977 = $19,258 + $2,580). The county tax collector offers a maximum discount of 4% for tax bills paid in November with a decrease of 1% per month until the taxes are officially due at the end of March.This is typical in this market.Assuming a maximum discount of 4%for early payment,the tax liability would be about$20,964. Our value conclusion does not discount for any taxes owed on the property, current or delinquent.The value assumes the property is free and clear and not subject to any prior year's delinquencies or outstanding tax certificates.The appraisers strongly suggest any potential buyer,mortgagee,or other investor in the property fully investigate the tax status of the subject property with the County's Tax Collectors office. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 37 ANDEPSON CAPP Census Tract The subject property is located in census tract 0061.00. Census Tract Map a rRVI:T 9 p� r Syy. Oak St li 1t'� �\li�Scts i 15 k�S��� ''' r` - J - r's` as y!)i tt Srr Pte, i s.,,�.� C6�^.. \� fr; AVO t Th 'a'eli�Y i{rty • h P`�"�� - � . F s 1}t Pt Nr1TM Air `W�1 �k} 1,4 l �� A'; 1 NE a i � �at �,_ '� t k� .�� P�����',��� �s4� � tj F N r Tl'i A d 6 �' 1 ) f'6�1, � _nE x iy Coox tr` «" G� fetid � ;�ea lm�,e T- 'Viol 4O.crotiY Ave ��� � �� � ° Aae E i St ye Silo 9SAm w tSSt e 95 rte, `@W ) SIN 2N,d h 7:' 5,0s4 3IJ AY,e, 3I Jr *�y r'ei � 7Jyt4ly`r'+ SE 5Th& S .iTh e�� t 2.02 Ha i) t� ,6T I� e {�t{ 4 �' � `� �C A p � .a, �f 3 r V'-�.g wO 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 38 ANDEPSON CAPP Flood Zone Designation The subject property is located on the National Flood Insurance Program Map on Community Panel Number 12099C0791F, effective date of October 5, 2017. The subject appears to lie in an area designated as Zone X (unshaded). Flood Zone X (unshaded) is determined to be outside the 0.2% annual chance floodplain. Flood Map National Flood Hazard Lager FlRMe t r uf.w Lager Owl a iwwal Mme� w i F, ����•,�t, }tJ�f,�;s��f,��2\2'`'. „� -,�,,:�� t � `�, a.,- s 4 � �,�+� � �. ��.�s,�s lit+� _ w - — ,zts@y x M✓ FPu9:ea wt uu lswn.Ism i t OMrMiEJM AREAS t k�FE'N' W..w ua —. CW n PARIS ' dri 'fk��16,. 45- ,ate n s, t t 1 1 it ��• Lt - �` kr� 7w aaw d Da.x-mam RAA 1%ft 'a MINAS 6" a U M.#m aM,.�..w s a fame« SSS � a�M1+w�asn b u�Me�t�ra w,a�.aa�waw TN MM,4Mtxa In�bkw�¢t,5y n r IT.afow@ ft a"w —m U LAOS WO&W I tl i.MMswr,am mbft. &'1ilWMM9.'% 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 39 ANDEPSON CAPP ZONING AND FUTURE LAND USE The subject property's use is dictated by the City of Boynton Beach Zoning Code and Comprehensive Plan. The City of Boynton Beach zoning and future land use maps indicate the subject property has a zoning designation of R2 with an underlying land use designation of 10 dwelling units per acre. Permitted uses under this zoning category generally include but are not limited to, single-family dwellings and duplexes.The subject's current use as a 12-unit multi-tenant apartment building is a grandfathered non- conforming use with regard to density that can continue indefinitely and is in line with the current zoning as a permitted use and the current zoning is in harmony with the future land use designation. The appraisers have not independently verified that the subject complies with current site development regulations (setbacks, site coverage, etc.). It has been assumed that by virtue of the subject's on-going use, should there be any areas of non-compliance, a variance has been issued or some other form of special exception has been made. Zoning Map i�lt F s r S r it 3 r, i}\ss ittsP3 sts i' S} iti3r ris' � si tt)fi ;r "tip i} s fif i'`f t ' }} sl 'n Yj�i �r _J '� �t „v;l ,,il� 1 ,:s rl} {)), 4 t(t iS��'\r3E' �j��\�' ;}}t t}?` 1 iti\i t �,�-�i� $`•r3 }))`�rite _ �e s' Si))41 \�\i\(1 j r�� a, ?{':„ ' �sllriy int, /.�\111'1 rl�1� S "n•"�;=�� lt�{?} � (i((} r 4,t( \11 7rl€3''I„ll��Pt��` '= 1 ��I;,,i\\r iii� �€k�,: 1 '7t r 's� ” A 1 �irf' � � {rrr ikr }6 1} ��ttt 1l,•� � l )tiAi 7, 1: 11 iG �: t r i i i3 i� S31{LN b ` �� ar rt l ,� 1'121r' ecit § SUb7t ti Il r � ?s 'FiSJ��� `1244 t )sr (s� 1J2t ' y `<}lr S,i r4 1 Iri b t 3 Q 136M ii 1=01, r c R2 Duplex, 10 duYac t l ,� ti 33 �' t53 ss Sr )Jt rttrl Ill\ l 1 f2t IIS�Ss�'t}t��f sun V 1 '0_ t Ja }'3 r "flr?4 ,jt=' 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 40 ANDEPSON CAPP Concurrency The strongest growth control measure ever imposed was passed by the Florida Legislature and became effective on February 1, 1990. This was mandated by Chapter 163, Florida Statutes, otherwise known as the Growth Management Law. One provision of this law is referred to as Concurrency which dramatically limits the ability to develop real property. It is basically the requirement that adequate infrastructure be available to serve new development. Eight types of infrastructure are affected including traffic, potable water, sewer, drainage, solid waste,recreation and open space, mass transit, and fire rescue. In May of 2011,House Bill 7172 amended the Growth Management act in an effort to spur economic growth through streamlining and lessening growth management controls. Transportation concurrency requirements were exempted in dense urban land areas with populations of at least 1,000 people per square mile. Also, within dense urban land areas, the DRI process has been exempted. State review of local comprehensive plans was streamlined, and zoning changes are now allowed to be considered concurrently with land use plan amendments. It is the appraisers'understanding that the subject is not subject to any concurrency restrictions. Should the property be altered or redeveloped, the matter of concurrency would need to be revisited at that time. Utilities The following utilities are available to the subject property: municipal water and sewer, electricity, and telephone. Subject Property Sales History The appraisers have not been provided with a title abstract on the property appraised nor have they conducted a title search of their own.The Palm Beach County Property Appraiser's records indicate that the 220 E Martin Luther King Jr. Blvd portion of the subject property last sold on December 1, 1992 for a price of $130,000. This sale was recorded in Palm Beach County OR Book and Page 7496/1042. For the 224 E Martin Luther King Jr. Blvd portion of the subject property, Palm Beach County Property Appraiser's records indicate that this parcel last sold on March 28, 2007 for a price of$100,000. This sale was recorded in Palm Beach County OR Book and Page 21655/1359. To the appraisers' knowledge the subject property is not currently listed for sale or subject to a current purchase agreement. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 41 ANDEPSON CAPP Site Analysis The following analysis is based upon a personal inspection of the site and Palm Beach County Public Records. Location The subject property is located on the south side of E. Martin Luther King Jr. Boulevard between Seacrest Boulevard and Railroad Avenue in Boynton Beach. The property address is 220-224 East Martin Luther King Jr. Boulevard, Boynton Beach, Florida 33435. Size and Shape We have relied on the site size for the property from the Palm Beach County Property Appraiser's records. The site is a square shaped parcel of land having roughly 150 The subject site area is approximately 23,252 square feet or 0.534 acres. Topography and Drainage The site is irregular and near road grade. Drainage appears to be adequate for its current use. Access Access is via Martin Luther King Jr Blvd Easements or Encroachments Typical utility easements are believed to exist.A survey that would delineate the boundaries of any potentially detrimental easements or encroachments was not made available to the appraisers. The appraisers did not note any such conditions during our research and property inspection, nor did the property owner disclose any.We have no reason to believe that there are any easements or encroachments on the property that would affect its use in such a way as to have a negative impact on value. Soil/Environmental Conditions We have not been provided with nor have we commissioned a soil or sub-soil condition report.The subject's land appears to be composed of typical loose South Florida sand. The appraisers have no reason to believe that there may be hazardous materials stored and used at the property.The appraiser,however,is not qualified to detect such substances.The presence of substances such as asbestos,urea-formaldehyde foam insulation or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value.No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them.The client is urged to retain an expert in this field,if desired. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 42 ANDEPSON CAPP Site Improvement Analysis Site improvements include chain link fencing around the perimeter of the property, landscaping with areca palms placed continuously along the front and halfway up the sides next to the chain link fence and a gravel parking area. Building Improvement Analysis We have relied upon a personal inspection of the building as well as the Palm Beach County Public Records for the following building description. Year Built: 1961 & 1964 Building Area: 7,596 square feet Site Area: 23,252 square feet FAR/Lot Coverage: 0.33133% Foundations: Concrete slab on grade Basic Construction: CBS Exterior Finish Painted CBS Roof Support/Covering: Flat roof,built-up over wood frame and asphalt shingle over pitched wood trusses Doors: Typical residential front doors Windows: Single hung glass in metal frame Floors: Carpet, tile,vinyl, other Ceiling: Drywall Interior walls: Drywall Lighting: Typical residential Electric service: Appears adequate Plumbing: Assumed adequate Heating and Cooling: Window/wall units only 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 43 ANDEPSON CAPP Fire Detection: None known Parking: On-site Building Comments/ Condition: Property appeared to be in average overall condition. Signs of deferred maintenance were noted along the front roof overhang at the north building at the 224 property during the appraisers'inspection. Actual Age: 57-60 Total Economic Life: 60 Effective age: 25 Remaining Economic Life: 35 Physical Depreciation: 42% Functional Utility: The property appears to have average functional utility and does not appear to suffer from functional obsolescence. Economic/External Obsolescence: The property does not appear to be suffering from any external/economic obsolescence. Unit T e giant 2 BR/1 BA 12 Total Units: 12 Building Area Calculations/Floor Plan The appraisers have not measured the building improvements.We have performed our analysis utilizing the following sketch based on measurements taken from the County Property Appraiser's records. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 44 ANDEPSON CAPP BUILDING SKETCH ,,:N 04a e F177PATRICKBRIANi 08-43-45-21-04-000-0160 .Wt ,aa r 224 E MARTIN LUTHER. KING,JR LV -Sketch y Building l 101 34 A [4.......... 4 Building sketch for single building at 224 E. Martin Luther King Jr. Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 45 ANDEPSON CAPP m � e� Narrke220 EAST LL P,,irc=e! M.m7ber 08 --45-21 -O -017 ddrems 220 E MARTIN LUTHER KINC J8 BLVD 1, Sketch for Buildings 1 29 ,1 28 7 X1934) 21 2 Building sketch for buildings 1 &3 at 220 E. Martin Luther King Jr.Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 46 ANDEPSON CAPP yr rr r 1'4Yrjr 220 EAST LL Nu,—j ..f, 08-43-45-21-04-000-0117 220 , , 1. 1 1 Sketch r Building 29 ND 2,562 2 Building sketch for building 2 at 220 E. Martin Luther King Jr. Blvd. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 47 ANDEPSON CAPP Building size summary: 224 E. Martin Luther King Jr. Blvd. (1 building) 1,248 square feet 220 E. Martin Luther King Jr. Blvd. (2 buildings) 1,834 square feet 220 E. Martin Luther King Jr. Blvd. (1 building) 2,552 square feet 7,468 rentable square feet 7,596 total square feet 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 48 ANDEPSON CAPP HIGHEST AND BEST USE The Appraisal Institute defines highest and best use as follows: 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. The four criteria the highest and best use must meet are legal permissibility,physical possibility,financial feasibility,and maximum productivity.Alternatively, the probable use of land or improved property—specific with respect to the user and timing of the use—that is adequately supported and results in the highest present value. (Source: Appraisal Institute,The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute, 2015). The analysis of highest and best use normally applies these considerations in a three step process, involving the analysis of the highest and best use of the site as if vacant, determination of the ideal improvement, and a comparison of the existing improvement with the ideal improvement, in order to estimate the highest and best use as improved. As Vacant The subject site is of sufficient size and configuration that it could physically support numerous uses,limited only by the fact that such uses must be legal,reasonable,probable, and a logical continuation of surrounding uses within the subject property's neighborhood. The subject is zoned R2 with a land use designation of 10 dwelling units per acre.Any number of uses would be legally possible.It is located in an area that is developed with a variety of uses. Development consistent with zoning. As Improved In the process of researching the subject market, the appraisers have determined that the subject improvements are substantial enough and in good enough condition that they add value to the site and it would not be economically justified to remove them at the present time. In consideration of the subject's location, land use classification, zoning, surrounding uses and type and condition of current improvements, the highest and best use for the subject is the current utilization of the existing improvements. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 49 ANDEPSON CAPP EXPOSURE AND MARKETING TIME Exposure time is: 1)The time a property remains on the market;2)The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal;3)A retrospective estimate based on an analysis of past events assuming a competitive and open market. Marketing time is an opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal.Advisory Opinion 7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, Reasonable Exposure Time in Real Property and Personal Property Market Value Opinions address the determination of reasonable exposure and marketing time. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute, 2015). Financing for commercial properties appears to be readily available at this time.Most properties offered for sale have been exposed on the market for six to twelve months or longer. The CoStar Group reported the historical marketing times (exposure time)for six multi-tenant properties in Palm Beach County from May 2019 through May 2021. The marketing time ranged from four to 14 months, with an average of six months.We believe if appropriately priced and marketed,the subject would sell within the time frame range exhibited by the CoStar data. A properly priced property usually sells more quickly. Considering the preceding, as well as sales that have taken place in the local market, and assuming a prudent pricing strategy,we estimate an exposure time of six to twelve months. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 50 ANDEPSON CAPP INCOME CAPITALIZATION APPROACH The premise behind the income capitalization approach is that typical investors value a property based upon its ability to generate a net income. The income capitalization approach is a set of procedures through which an appraiser derives a value indication for an income-producing property by converting its anticipated benefits (cash flows and reversion) into property value. This conversion can be accomplished in two ways. One year's income expectancy can be capitalized at a market-derived capitalization rate or at a capitalization rate that reflects a specified income pattern,return on investment,and change in the value of the investment.Alternatively,the annual cash flows for the holding period and the reversion can be discounted at a specified yield rate. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute, 2015). The definition indicates that there are two methods, which may be applied under this approach: direct capitalization and discounted cash flow(DCF). Direct capitalization is a method used to convert an estimate of a single year's income expectancy into an indication of value in one direct step, either by dividing the net income estimate by an appropriate capitalization rate or by multiplying the income estimate by an appropriate factor. Direct capitalization employs capitalization rates and multipliers extracted or developed from market data. Only a single year's income is used. Yield and value changes are implied but not identified. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute,2015). Direct capitalization involves estimating the market rent, vacancy and collection losses, and expenses by comparing the subject property,with comparable properties,in order to arrive at an estimate of net operating income. The estimated net operating income is then capitalized at a market-oriented rate to estimate value. Discounted cash flow(DCF) analysis is the procedure in which a discount rate is applied to a set of projected income streams and a reversion. The analyst specifies the quantity, variability, timing, and duration of the income streams and the quantity and timing of the reversion, and discounts each to its present value at a specified yield rate. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute,2015). We applied the direct capitalization methodology herein. According to the Appraisal Institute's definition, one year's income expectancy can be capitalized at a rate,which reflects a specific income pattern.We derived capitalization rates both from national survey data, and from local sales, based on an analysis of the sale property's actual income and expenses at the time of sale, or on the buyer's estimate of income and expenses, when it could be ascertained. We then applied an appropriate cap rate, derived from the survey and sales data to an estimate of the subject's net operating income, as if leased at market rent. The following section of the appraisal describes this approach. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 51 ANDEPSON CAPP Subject Rent Discussion Subject Lease Summary The appraisers requested a current rent roll for the subject property along with three years recent tax returns to verify gross income and in order to categorize and itemize actual expenses for the subject property.However,the property owner did not wish to share any financial information for the subject property with the appraisers. As a result, we have relied solely upon the market data reflected by the properties surrounding the subject property within the subject neighborhood. Rental Survey We have surveyed recently negotiated rentals for a total of ten similar residential apartment-type units within close proximity to the subject in Boynton Beach and mostly confined to the previously outlined subject neighborhood. Only one of the rent comparables is outside of the subject neighborhood and that is the property used as sale 2 in the following section,which is located in the southern end of eastern Lake Worth. Of all the rent comparables, six represent units within the buildings used as sale comparables in the next section of this report.Sale 1 appears twice, once as the average for all units derived from the gross operating income reported at the time of sale and once as a currently listed single unit within this building. The other four comparable rentals represent other units within the subject neighborhood. All of the rentals are negotiated rents except rental#3 which is the available unit (unit#4)within the sale 1 building. All of the comparable rental units are 2-bedroom, 1 bath units except the three smallest units, rentals 1, 2 and 3,which are 1 bedroom, 1 bath units. The comparable rentals found ranged in size from 424 square feet to 900 square feet with average overall size of 675 square feet which represents an average size that is slightly larger than the average subject unit size of 622 square feet. Some of the rent comparables were considered superior to the subject units. Those units that were considered superior had central HVAC. Most of the rent comparables chosen were well represented in the local Regional MLS with multiple pictures, including kitchens and baths,from which the condition could be observed.All of the comparable residential apartment units were observed to be mostly in similar condition as the condition of the subject units based on our inspection. Conclusion of Market Rent Our rental survey is composed of negotiated or reported rents. The subject rents include water and are metered separately for electricity. Some of the comparable rentals include water and some do not, none of the rentals include electricity. For those units where tenants pay their own water, the collected rent is technically considered to be higher. The comparable residential apartment units reflect an average negotiated rental rate of$1.62 per square foot as can be seen on the chart on the following page. We have concluded an average monthly rent for the subject units of $1,100 per month. At 622 square feet average for each unit, this reflects $1.77 per square foot which is over the average. We conclude an amount over the average due to the smaller size of the subject units as well as that the landlord pays for water. The following page shows the summary chart of the comparable rentals and the pages following the rent comparable chart show a map indicating the location of the rent comparables in relation to the subject property. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 52 0 0 0 ao ti b9 bS bS bS b9 b9 b9 bS bS � � cC � cC cC cC cC cC cC cC cC cC VO 00 _ _ _ C7, _ M W kr) 00 N 00 C7, N cC' ct CIO CIO CIO ct zCIO z z z z z 3 W CIO z ccs c� ANDEPSON CAPP Comparable Rental Map % s u 7 ru G ,ON ( t js UT, I ' e 1 w 4L 1t 11 't A �( K4"-,Wr, `t`u gi i y g 1 F o x d 1 mi % 1 1AN(60`111 IDWa Z,�,mom 92,4 i 'I 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 54 ANDEPSON CAPP Occupancy The subject is currently 100% occupied. There was some vacancy noted throughout the area, though most properties were noted to be 100% occupied. We have consulted the nationally recognized survey provider Costar. For multi-tenant properties in Boynton Beach, CoStar's data indicates a 5.2% vacancy rate for the 2nd Quarter of 2021 up to this date. They also calculate a slight increase by the end of Q2 2021 from 5.2% to 5.3%. The chart below shows a historic pattern of low vacancy for Boynton Beach with possible increases in the future. 1.'u•vT,,, 1:tcne,h, 1. u(Jt`�Aiv FOu Vo I,, R t'eI% CoStvir- d � �4 f W N { Sly Long term overall vacancy for the subject has been low. Based on the foregoing, we conclude an investor would utilize a long-term vacancy and rent loss rate of 5% for the subject property. Income Formulation Potential Gross Income (PGI) (12 units @ $1,100 per unit monthly) $13,200.00 X 12 $158,400 1...,€,ss Vacancy (b_' 5.0% of PG[ - -$7,920 Effective Gross Income (EGI) $150,480 s stmxictio+ 'Grs ` u�eome (AGI} 1U,48 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 55 ANDEPSON CAPP Operating Expenses The property owner did not provide the appraisers with the current rent roll or any operating expenses for previous years. Therefore, we have utilized publicly available information, industry surveys and operating expenses from similar properties contained within our past appraisal files to estimate the expenses.We have evaluated them on a per rentable square foot (7,468 sf)basis. The operating history discussion follows along with the appraisers'estimation of projected expenses. Real Estate Taxes As shown in the Assessment and Taxes section of this report, the projected tax bill amounts to roughly $21,838. The taxes can be paid early to incur up to a 4% discount. It is safe to assume that a prudent owner would take advantage of the 4% discount offered for early payment. This is customary in this market. We have projected this expense,going forward,with the discount rounded to$20,964,or roughly$2.81 per square foot of building area. Insurance Based upon data maintained in our work files, building insurance expense for multi-family properties such as the subject can range from$0.76 to$1.37 per square foot of building area.We have estimated this amount at$1.00 per square foot.This amounts to $7,500 annually and$625 per unit.This amount will be used in our analysis. Utilities Water is not metered separately for the subject units. Based upon data maintained in our work files, utility expense for multi-family properties such as the subject can range from $0.70 to $2.12 per square foot of building area. We have estimated the utility expense at $7,500 annually or $1.00 per square foot of rentable area. This equates to $52 per month per unit. This amount will be used in our analysis. Repairs and Maintenance, CAM For a property such as the subject, regular monthly maintenance is mainly for lawn care and small repair issues. Based upon data maintained in our work files, repair and maintenance expense for multi-family properties such as the subject can range from $0.06 to $2.55 per square foot of building area. We have estimated this amount at $5,500 annually or $0.74 per square foot. This equates to $458 per month for the entire property. This amount will be used in our analysis. Management and Leasing Professional property management rates are generally 3% to 6% of effective gross income. Some owners self-manage and pay this fee to themselves or a related company.PwC Real Estate Investor Survey published by PwC reports on different key valuation issues in each of their quarterly reports. In their first quarter, report they include typical management fees being charged by professional property managers.In their most recent first quarter report,2021,they indicate that investors in the Southeast Region Apartment market have been applying this item at between 1.00% and 3.00% of effective gross income with an average of 2.50%. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 56 ANDEPSON CAPP Note that the PwC survey is for mostly institutional quality properties. Local management companies that we have surveyed in the past have quoted as high as 10% depending on the size and location of the property. Based on our experience and discussions with management companies in the past, a management expense of $4,500 (3% of EGI) or$375 per unit is reasonable. Legal,Professional, and Miscellaneous Fees These expenses would include legal fees, accounting fees, appraisal fees, and any other professional services that might be required. These expenses can be substantial in some years because of attorney or appraisal fees, while almost non-existent in others when the building is occupied and operating smoothly. Expense comparables show this expense to range between $0.08 and $0.28 per square foot. The appraisers have estimated this expense at 1% of effective gross income or$1,505 annually.This equates to and$125 per unit annually.In those years where little or no miscellaneous expenses are actually incurred,this would be treated as a reserve for future years. Reserves for Replacement Expense comparables show this expense to range between $0.30 and$1.27 per square foot.The subject is an older property and is showing some signs of wear and tear. Therefore, one would expect this expense to be near the average.The appraisers have estimated this expense at$3,500 annually or$0.47 per rentable square foot and$292 per unit. Total Expenses Expenses can vary from year to year. It will also fluctuate with the degree and quality of maintenance. Additionally, the turnover rate can noticeably increase expenses.Many expenses do not fluctuate much with rental rate changes,i.e. -insurance,taxes,lawn service, etc.Thus,if the rental income is less than it could be, the expense ratio will be higher than it should be. We have estimated the total expenses for the subject at $50,969 and $6.82 per square foot or 33.9% of the Effective Gross Income(EGI)and$4,247 per unit annually.This is within the range of the surveyed expenses exhibited in the following table. �gecrme �'Taxes Insw'ance CJL�htie� ,&�Viaiu4t ' T,e�al,P�;c+k. I�esetcbes �,��iu��, .Including � &Esc. RF.''Ta�e� Taxed Range of One St.Dev.(Min): $13.70 $1.98 $0.76 $0.70 $0.06 $0.49 $0.08 $0.30 $2.55 $5.24 32% Rano,of C)n,St 17,v_(Max17 01 G1 1 G1 17 10 1') 10 55 G1 17 1W'N G1 17 GF F.7 GO no FI of 1 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 57 ANDEPSON CAPP Net Income Estimate Based on the previously derived Effective Gross Income and the preceding expenses, a net operating income of$99,511 is indicated for the subject. Overall Capitalization Rate Selection Capitalization is the process of converting income into value. The estimated net operating income is capitalized by dividing it by an appropriate rate (overall cap rate). The cap rate is an expression of the ratio between net operating income and value. This rate typically reflects an investor's expectations from the anticipated net income as well as future appreciation. Generally, the stronger a property's growth prospects are, the lower is the capitalization rate. Likewise, the lower the quality of the risk, the higher the rate. Since properties such as the Subject are typically leveraged, the availability and cost of mortgage funds can have a significant impact on the overall rate analysis. The overall rate is normally derived via two methods: extraction from the market and investor surveys.These methods are detailed as follows. Market Extraction The equation utilized to extract overall rates directly from market sales is as follows: Ro = IN Ro = Overall capitalization rate (OAR) I = Net income V = Value (purchase price) Primarily, a property's location, age, condition, and other risk factors determine cap rates. Newer properties in the best locations have the lowest rates,because the risk is lower,and the potential for appreciation greater, and vice versa.Properties with below market leases will usually have a lower cap rate,reflecting the potential for rent increases on rollover. When looking at cap rates,it is important to know how to compare them.A low cap rate (3%-5.5%)is likely to be found in a nicer area with better amenities,lower crime rates,better school systems,newer construction and typically A-or B-class properties.A medium cap rate(5.5%-8%)is usually found in a lower-income area with average amenities, slightly higher crime rates, average school systems, older construction and typically B- or C-class properties.A high cap rate (8% or higher)is usually found in a very low-income area with little to no amenities, high crime rates, poor school systems, outdated construction and typically C- or D-class properties. We were not able to gather sufficient data on all of the comparable sales utilized in the sales comparison approach to derive overall capitalization rates (OAR). However,we were able to gather data on sales 1, 2, 4 1 https://www.forbes.com/sites/forbesrealestatecouncil/2020/04/08/capitalization-rates-explained-why-is-cap-rate-so- important/?sh=77ec647f380a 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 58 ANDEPSON CAPP and 5. The average cap rate for these four sales alone is 7.96%. We have also included capitalization rates from a couple of other properties in similar type neighborhoods that have sold just outside of the subject's Boynton Beach location. We believe that these cap rates are sufficiently reliable to be used to estimate the subject's OAR.The data used is shown in the following table. Sale Daze Bo©k/Page PrAperty;AddAAA ess Sale Price (JAR Jun-20 31497/324 311 North Federal Highway $760,000 7.80% Lake Worth Jun-20 31526/863 502 North H Street $410,000 7.31% Lake Worth Mar-21 30518/767 914 North J Street $620,000 7.83% Lake Worth Dec-19 31098/0423 320 NE 13th Avenue (sale 1) $850,000 8.93% Boynton Beach Sep-20 31746/0647 101 NE 6th Avenue (sale 4) $2,500,000 6.50% Boynton Beach Oct-20 31830/0330 551 NW 13th Avenue (sale 5) $260,000 7.00% Boynton Beach Feb-20 31226/1523 1109 S. Federal Highway (sale 2) $850,000 9.40% Lake Worth Mar-21 32279/1408 330 Wickline Blvd $870,000 8.72% Lantana Jul-19 30814/1483 529 14th Street $553,135 9.20% West Palm Beach Average: 8.080/c The local data reflects an OAR range from 6.5% percent to 9.4% percent with a mean of 8.08% percent. Based on the forgoing,we conclude an OAR for the subject slightly below the average displayed by the local data. We conclude a cap rate of 8.0%. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 59 ANDEPSON CAPP Capitalization Into Value The following exhibit summarizes our income analysis and capitalization into value. POTENTIAL GROSS INCOME Gross Renatl Income (12 units (-0 $1,100 per unit monthly) $ 158,400 LESS VACANCY (ii) 5.0% �� .............( 0 EFFECTIVE GROSS INCOME $ 150,480 %EGI $/SF EXPENSES RE Taxes $ 20,964 13.9% $4.74 Insurance $ 7,500 5.0% $1.70 Utilities $ 7,500 5.0% $1.70 Repairs and Maintenance $ 5,500 3.7% $1.24 Legal, Professional &Misc. $ 1,505 1.0% $0.34 Property Management $ 4,500 3.0% $1.02 Reserves for Replacements $ 3,500 2.3% $0.79 DOTAL EXPENSES $ (50,969) -33.9% ($11053) NET INCOME $ 99,511 66.1% $22.51 Net Income Capitalized @ 8.00% _ $1,243,890 Rounded to: INDICATED VALUE ESTIMATE VIA INCOME ANALYSIS: $1,240,000 VALUE VIA INCOME CAPITALIZATION APPROACH: $1,240,000 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 60 ANDEPSON CAPP SALES COMPARISON APPROACH The sales comparison approach is the process of deriving a value indication for the subject property by comparing market information for similar properties with the property being appraised, identifying appropriate units of comparison, and making qualitative comparisons with or quantitative adjustments to the sale prices (or unit prices, as appropriate) of the comparable properties based on relevant, market-derived elements of comparison. (Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed., Chicago: Appraisal Institute,2015.) The sales comparison approach requires that the appraiser locate recent sales of similar properties and through an adjustment process arrive at an indication of what these properties would have sold for if they possessed all of the salient characteristics of the subject property. These adjusted sales prices are then correlated into an estimate of the market value of the property via the sales comparison approach to value. A search of the Palm Beach County official records, local multiple listing service records, discussions with local brokers and appraisers and a personal inspection of the subject area produced several sales of similar type properties. The sales used in the analysis were the best comparables that we were able to verify with public records and/or a party to the transaction. The appraisers based the comparisons on a standardized unit of measure, the sale price per square foot of building,per unit,and per effective unit.The sale price per square foot of building,per unit,and per effective unit correlates well among the comparables and is commonly used by buyers in this type of analysis. The following pages feature a detailed write up of each comparable used in the analysis, a location map and summary of the selected comparable sales data,which is followed by a discussion of the pertinent adjustments and conclusion of value. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 61 ANDEPSON CAPP SALE NO. 1 - 320 NE 13th Avenue, Boynton Beach, FL 33435 AC File No.: 2210241.000 ID: 912075 F, z e OR Book/Page: 31098/0423 Type: Residential Sale Status: Sale Sub-Type: Multi-Family(5+ Units) Date: December 13, 2019 Grantor: 320 northeast 13th Ave LLC Grantee: LJM Real Estate 1 LLC Legal: Lots 7,8, and 9,Block 2,Happy Home Heights, according to the map or plat thereof, as recorded in plat book 11, page 30 of the public records of Palm Beach County, Florida. Folio No.: 08-43-45-21-20-002-0070 Location: South side of NE 13th Avenue between NE 2nd Street and N Federal Hwy. Zoning: R2 - Duplex, 10 Dwelling units per acre by Boynton Beach Utilities: Municipal water and sewer, electricity, and telephone Site Size: Square Feet: 11,970 Acres: 0.28 Shape: Rectangular Street Frontage (Ft.k 126 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 62 ANDEPSON CAPP Improvements: Gross Bldg SF: 4,242 Rentable Bldg. SF: 4,242 No. of Bldizs.: 3 Year Built: 1957 Stories: 1 Condition: Average Parkin: On-site,limited Air Conditioniniz: Window unit(s) Construction: CBS Total Units: 10 Effective Units: 8.00 Gross Bldg.SF/Unit: 424 Avg. Rentable Unit Size (SF) 424 Amenities: None 1 BR/1 BA 8 2 BR/1 BA 2 Use: Use at Time of Sale: Multi-tenant Intended Use: Multi-tenant Highest and Best Use: Multi-tenant Verification: Source: Paulo Schneider-Lang Realty Relationship: Listing agent Conditions of Sale: Arm's-length Verified By: J. Cornillie Date: May 20, 2021 Sales History: Previously sold for$560,000 in November 2016,recorded in County OR Book 28751 Page 1341 Sales Price: $850,000 Price/SF Building: $200.38 Price/Rentable SF: $200.38 Price/Unit: $85,000 Price/Eff. Unit: $106,250 Financing: Cash to seller 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 63 ANDEPSON CAPP Comments: Building was 100% occupied with Sec 8 tenants at the time of sale.Renovations were done prior to sale which included kitchens for 5-6 units, bathrooms (vanities, sinks, toilets) for 5-6 units, 8 new wall ac units, some electrical work, roof repairs, new landscaping. Listing agent indicted that he orchestrated all repairs for the property owner which he estimates came to approximately$75,000. Gross Operating Income at the time of sale was $115,800 or an average of$965 per month per unit.Adjusting the sale price for the $75,000 infused immediately before the sale increases the cap rate to 9.8% ($75,920/$775,000 = 9.8%). i Financial Analsi� Occupancy: 100% Vacancy: 0% NOI: $75,920 OAR: 8.93% NOI/SF- Gross: $17.90 NIM: 11.19 NOI/SF- Rentable: $17.90 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 64 ANDEPSON CAPP SALE NO. 2 - 1109 S. Federal Highway, Lake Worth, FL 33460 AC File No.: 2200661 ID: 911836 IM 4 owttit } oil OR Book/Page: 31226/1523 Type: Residential Sale Status: Sale Sub-Type: Multi-Family(5+ Units) Date: February 11, 2020 Grantor: Massimo Pardini Grantee: The Place at Lake Worth 1109-1115, LLC Legal: Lots 11 and 12, Block 48 of The Palm Beach Farms Co. Plat No. 4 Addition Number One to the Town of Lake Worth,in Plat Book 5,Page 6,Palm Beach County,Florida Folio No.: 38-43-44-27-01-048-0110,38-43-44-27-01-048-0120 Location: West side of S. Federal Highway, just south of 11th Avenue South in Lake Worth, Florida Zoning: MU-FH-Mixed Use - Federal Highway by Lake Worth Beach Utilities: Municipal water and sewer, electricity, and telephone Site Size: Square Feet: 13,426 Acres: 0.31 Shape: Rectangular Street Frontage (Ft.k 100 1 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 65 ANDEPSON CAPP Improvements: Gross Bldg SF: 5,347 Rentable Bldg. SF: 5,347 No. of Bldizs.: 2 Year Built: 1957/1961 Stories: 1 Condition: Average Parkin: On-site, adequate Air Conditioniniz: Window unit(s) Construction: CBS Total Units: 12 Effective Units: 9.00 Gross Bldg.SF/Unit: 446 Avg. Rentable Unit Size (SF) 445 Amenities: None knit`T�'Fe 2u�nt��' 1 BR/1 BA 12 Use: Use at Time of Sale: Rental apartments Intended Use: Rental apartments Highest and Best Use: Rental apartments Verification: Source: Umberto Accomero with RentPro Florida Relationship: Listing agent Conditions of Sale: Arm's-length Verified By: K. Doran Date: December 18, 2020 Sales History: Previously sold for$650,000 in May 2015, recorded in Palm Beach County OR Book 27559 Page 1737 Sales Price: $850,000 Price/SF Building: $158.97 Price/Rentable SF: $158.97 Price/Unit: $70,833 Price/Eff. Unit: $94,444 Financing: Optimum Bank provided financing in the amount of$637,500 Comments: This property was listed for approximately 3.6 months prior to contract with an original list price of$1,190,000 that was reduced to $1,179,000. Listing states that these units are rented for $850 each with a total gross income of $122,700. With an estimated expense ratio of 35% (the subject is estimated at 33.9%) which is typical for this property type, the estimated cap rate on this property is 9.4%. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 66 ANDEPSON CAPP SALE NO. 3 - 1203 NW 4th Street, Boynton Beach, FL 33435 AC File No.: 2210241.000 ID: 912078 t�str>s�i�6"s {��(3t1}�y�>)�rtJ,�� ; es a - ��? iy - - ��+� " �{'b tib��`>'•t '�`�k;a'r-i�.1�q�4 � a _ __ OR Book/Page: 31233/0840 Type: Residential Sale Status: Sale Sub-Type: Multi-Family(2-4 Units) Date: February 14, 2020 Grantor: Octavio Correa Jr Grantee: Fenix Capital Investments LLC Legal: Lots 336 &337, Cherry Hills, according to the plat thereof, as recorded in Plat Book 4, Page 58,in the public records of Palm Beach County Florida Folio No.: 08-43-45-21-14-000-3360 Location: Northwest corner of NW 4th Street&NW 11th Avenue Zoning: R2 - Duplex, 10 dwelling units per acre by City of Boynton Beach Utilities: Municipal water and sewer, electricity, and telephone Site Size: Square Feet: 5,090 Acres: 0.12 Shape: Rectangular Street Frontage (Ft.L 100 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 67 ANDEPSON CAPP Improvements: Gross Bldg SF: 1,568 Rentable Bldg. SF: 1,430 No. of Bldizs.: 1 Year Built: 1967 Stories: 1 Condition: Average Parkin: On-site,limited Air Conditioniniz: Central air Construction: CBS Total Units: 2 Effective Units: 2.00 Gross Bldg.SF/Unit: 784 Avg. Rentable Unit Size (SF) 715 Amenities: None 2 BR/1 BA 2 Use: Use at Time of Sale: Multi-family Intended Use: Multi-family Highest and Best Use: Multi-family Verification: Source: Derek Francois-Logan Realty Relationship: Listing agent Conditions of Sale: Arm's-length Verified By: J. Cornillie Date: May 20, 2021 Sales History: Previously sold for $208,000 in July 2019, recorded in County OR Book 30728 Page 1757 Sales Price: $202,000 Price/SF Building: $128.83 Price/Rentable SF: $141.26 Price/Unit: $101,000 Price/Eff. Unit: $101,000 Financing: Cash to seller 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 68 ANDEPSON CAPP Comments: Property was purchased in July 2019 for$208,000 fully rented at an 8% cap rate. Property was then sold 7.5 months later for $202,000 (Feb 2020) at a loss of$6,000 plus closing costs due directly to gun violence and drug sales surrounding the property.All of the following details were reported by the listing agent.The owner (most recent seller) had to repair bullet holes in windows and stucco multiple times during his 7-month ownership.A man was shot and killed at the convenience store next door to this property.One tenant(paying $800 per month) stayed but the other tenant (paying $1,000 per month) was getting ready to leave (due to the violent neighborhood)while the property was listed the first time and did so shortly after the first sale in July 2019.Another tenant was found to replace the tenant who left.The new tenant agreed to pay$1,200 per month but drove a company work truck which was parked on the property and which was broken into night after night. According to the agent, that tenant told the property owner he had been threatened with gun violence by people in the neighborhood if he were to report the crime to authorities. The tenant forfeited his deposit and left. When the property sold in February 2020, it sold vacant. Units are separately metered for both water and electric. It is the responsibility of the tenants to maintain the lawn. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 69 ANDEPSON CAPP SALE NO. 4 - 101 NE 6th Avenue, Boynton Beach, FL 33435 AC File No.: 2190536, 2200636.004 ID: 911102 r Ft, OR Book/Page: 31746/0647 Type: Residential Sale Status: Sale Sub-Type: Multi-Family(5+ Units) Date: September 11, 2020 Grantor: SLS Real Estate 2, LLC Grantee: Natura Enterprise, LLC Legal: 21-45-43, South 125 feet of South 1/2 of East 1/2 of Lot 2 (Less South 25 feet NE 6th Avenue, East 25 feet NE 1st Street & RTN CRV R/W's) lying East of& adjacent to Seacrest Boulevard, Palm Beach County,Florida Folio No.: 08-43-45-21-00-000-0022 Location: North side of NE 6th Avenue between NE 1st Street and N. Seacrest Boulevard in Boynton Beach, Florida Zoning: R3 - Multi-Family by Boynton Beach Utilities: Municipal water and sewer, electricity, and telephone Site Size: Square Feet: 58,810 Acres: 1.35 Shape: Rectangular Street Frontage (Ft.k 589 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 70 ANDEPSON CAPP Improvements: Gross Bldg SF: 16,179 Rentable Bldg. SF: 0 No. of Bldgs.: 3 Year Built: 1974 Stories: 1 Condition: Average Parkin: On-site, adequate Air Conditioniniz: Window unit(s) Construction: CBS Total Units: 23 Effective Units: 23.00 Gross Bldg.SF/Unit: 703 Avg. Rentable Unit Size (SF) 703 Amenities: Storage shed 2 BR/1 BA 23 Use: Use at Time of Sale: Rental Apartments Intended Use: Rental Apartments Highest and Best Use: Multi-Family Residential Verification: Source: Roi Danon with Century 21 Tenace Realty Relationship: Listing agent Conditions of Sale: Arm's-length Verified By: K. Doran Date: November 20, 2019 Sales History: Previously sold for $2,100,000 in August 2018, recorded in Palm Beach County OR Book 30056 Page 0884 Sales Price: $2,500,000 Price/SF Building: $154.52 Price/Unit: $108,696 Price/Eff. Unit: $108,696 Financing: Optimum Bank provided financing in the amount of$1,250,000 Comments: This property had been on the market for approximately 4 months with a list price of$2,590,000. There are a total of 23 units in three buildings. Rents at the time of purchase ranged from$875 to$950 per month.The indicated OAR was approximately 6.50%.Anderson Carr, Inc. appraised this property in November 2019. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 71 ANDEPSON CAPP SALE NO. 5 - 551 NW 13th Avenue, Boynton Beach, FL 33435 AC File No.: 2210241.000 ID: 912079 - '4 OR Book/Page: 31830/0330 Type: Residential Sale Status: Sale Sub-Type: Multi-Family(2-4 Units) Date: October 9, 2020 Grantor: St Charles Merice &Wisleine Merice Grantee: Ricky Lemond Petty Legal: Lot 11, Plat of Knollwood Subdivision, according to the plat thereof as recorded in Plat Book 27,Page 54 of the public records of Palm Beach County, Florida. Folio No.: 08-43-45-21-33-000-0110 Location: At the western end of the cul-de-sac of NW 13th Avenue in Boynton Beach Zoning: R2 - Duplex 10 units per acre by City of Boynton Beach Utilities: Municipal water and sewer, electricity, and telephone Site Size: Square Feet: 10,474 Acres: 0.24 Shape: Irregular Street Frontage (Ft.k 38 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 72 ANDEPSON CAPP Improvements: Gross Bldg SF: 2,075 Rentable Bldg. SF: 1,800 No. of Bldgs.: 1 Year Built: 1980 Stories: 1 Condition: Average Parkin: On-site, adequate Air Conditioning: Central air Construction: CBS Total Units: 2 Effective Units: 2.00 Gross Bldg.SF/Unit: 1,038 Avg. Rentable Unit Size (SFS 900 Amenities: Washer &Dryer in units 2 BR/1 BA 2 Use: Use at Time of Sale: Multi-family Intended Use: Multi-family Highest and Best Use: Multi-family Verification: Source: Jean P Reneius-Hot Team Realty Relationship: Listing agent Conditions of Sale: Arm's-length Verified By: J. Cornillie Date: May 20, 2021 Sales History: No transactions in the previous five years Sales Price: $260,000 Price/SF Building: $125.30 Price/Rentable SF: $144.44 Price/Unit: $130,000 Price/Eff. Unit: $130,000 Financing: Cash to seller 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 73 ANDEPSON CAPP Comments: Property was sold from one investor to another. Both units are metered separately for water and electricity. Both units were occupied at the time of sale and both were rented for$975. i Financial Analsi Occupancy: 100% Vacancy: 0% NOI: $18,200 OAR: 7.00% NOI/SF- Gross: $8.77 NIM: 14.28 NOI/SF- Rentable: $10.11 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 74 ANDEPSON CAPP Comparable Sales Location Maps 17 yp i Ce k i A j 451 NLS A„ iRyvI �' @ iD F "J" 1� --¢'k�'1 � E I 4 jj : I �! i q 'i k� 0 _ I 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 75 0 0 N iV fO , oc oc N N I oc I VO M oc *• oc 0 " 771 " C N oc to If' GJj i„ 7 I ` ct cn rn M ct 1=1 M \p M M O \p o N N N Cn N rn rn M M M M M M ct N (� 45 T N N N N U O ANDEPSON CAPP Sales Summary and Discussion In this analysis,we considered differences between the sales and the subject in terms of property rights sold, conditions of sale, financing, market conditions (trend or time adjustment), location, building and lot size, and quality and condition of the improvements. The appraisers based the comparisons on a standardized unit of measure, the sale price per square foot of building,per unit,and per effective unit.The sale price per square foot of building,per unit,and per effective unit correlates well among the comparable sales and is commonly used by buyers in this type of analysis. Property Rights All of the comparable sale properties were subject to short term leases, none of which were known to the appraisers to be significantly above or below market.Therefore,the property rights transferred were believed to be those of the fee simple estate.No differences between the comparables and the subject are reflected. Conditions of Sale All sales were reportedly market oriented.No adjustment consideration for conditions of sale was necessary. Financing We considered any indication of favorable financing. All sales were either on a cash basis or had market oriented financing, therefore, no differences were noted nor were adjustments made. Market Conditions The sales occurred over the period from December 13,2019 to October 9,2020.The market has shown some stable and some increasing market conditions over this time period. Due to the uncertainty of the Covid pandemic, we have elected to not give upward adjustment to the sales for the year 2020. We consider this time frame to reflect stable market conditions.The time frames associated with the year 2019 as well as those months that have passed in 2021 have all been given upward adjustment for increasing market conditions. Location The subject property is located at 220-224 East Martin Luther King Jr. Boulevard in Boynton Beach. All of the comparable sale properties are located within the subject neighborhood except sale 2. Sales 1, 3, 4 and 5 are all less than one mile from each other within very close proximity. No adjustments have been made for location for these sales.Sale 2 is located in the southern end of Lake Worth Beach east of Interstate 95.This area is also considered to be very similar to the subject area and no adjustment was applied to sale 2 for location. Unit Size Generally, larger units will sell for a higher price per unit and a lower price per square foot of building area when all else is equal. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 77 ANDEPSON CAPP Price Per Square Foot Method The average unit size of the comparables range from 424 square feet per unit up to 1,038 square feet,while the subject units contain an average of 622 square feet per unit. The sales indicate a price depression per square foot for the larger units and a premium being paid for the smaller units within this range when considered on a sale price per square foot of building area. Therefore, some adjustment consideration is warranted. Sales 1 and 2 at 424 square feet and 446 square feet respectively are considered small enough to warrant adjustment. These sales were given downward adjustment for smaller size. Sales 3 and 5 at 784 and 1,038 square feet respectively,were given upward adjustment for having larger size.Sale 4 at 703 square feet was not adjusted. Price Per Unit Method When looked at on a price per unit basis, those sales having a larger average unit size tend to sell for more per unit because they can generally command higher rents. Considering the subject's average unit size of 622 square feet, sales 1 and 2 at 424 square feet and 446 square feet respectively are considered small enough to warrant adjustment. These sales were given upward adjustment for smaller size. Sales 3 and 5 at 784 and 1,038 square feet respectively,were given downward adjustment for having larger size. Sale 4 at 703 square feet was not adjusted. Quality/Condition/Appeal This consideration takes into account differences in quality of construction,the property's physical condition and overall appeal.The subject property was reportedly built in 1961& 1964 and it has not been significantly updated over the years. The condition of the subject improvements is average for the neighborhood. The comparable sale properties were mostly in similar condition. Only sales 3 and 5 were given some downward adjustment for having central HVAC as opposed to window/wall units. FAR/Lot Coverage/Parking The most significant factors involving lot coverage are the existence of excess land and the availability of on- site parking. Neither the subject nor any of the comparables have excess land and all have limited on-site parking. No adjustments are warranted. 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 78 0 "'� 6F1 6F1 6F1 6F1 6F1 -'( C� I ti o COoc V7 O " M � co v oM I`' TCS oMo CIA o (` ', o 0 o v o N o v o N I` ., N " . le CO M O\ CO o oc oc rn � ( Ni '"moi b4 ct Y a> o a> a> rn fs, o rn ccs rn In ct y, CCS La r-a I'i I I iv� - + '•^"'� � V� M o0 O O O Eft Eft Eft Eft Eft � r; ; XT I, ' N N N O N „ Ef1 Eft `� rl rl 00 Et? Eta Eta kA--i 00 I ' - .4� •� , � 00 � oMp � O � � � O ' O 00 00 O OM ( �"" 00 00 i 00 00 C-A 00 Ef3 Ef3 Ef3 byp C7 �44 N Nct W U w O rct ct 6-1 i U cs3 �1 w w N ANDEPSON CAPP Conclusion Considering all of these differences,we developed the preceding quantitative comparison charts listing the sales as they compare to the subject property,based on a price per square foot of building area and price per unit. Not all categories considered are depicted. Those omitted reflect no differences between the sales and the subject property. Price Per Square Foot Method The unadjusted range of value indicated by the sales is roughly $125.30 to $200.37 per square foot of gross/rentable building area. The preceding quantitative comparison chart shows the value range for the subject property after adjustment based on a price per square foot of gross/rentable building area to be from $131.40 to $194.17 with a mean of $154.28. Considering all of the salient factors discussed previously and prevailing market conditions, the appraisers feel a conclusion in the middle portion of the indicated range is most appropriate. Given the preceding data and discussions, it is concluded that the market reflects a value per square foot of gross/rentable building area for the subject property of$155.00 as of May 17, 2021. Total value is calculated as follows: 7,596 Square Feet @ $155.00 per Gross Square Foot = $1,177,380 Rounded To: Value Via Price Per Square Foot: $1,200,000 Price Per Unit Method The unadjusted range of value indicated by the sales is roughly$70,833 to $130,000 per unit. The preceding quantitative comparison chart shows the value range for the subject property after adjustment based on a price per unit to be from $75,863 to $112,710 with a mean of$96,639. Considering all of the salient factors discussed previously and prevailing market conditions, the appraisers feel a conclusion in the middle portion of the indicated range is most appropriate. Given the preceding data and discussions,it is concluded that the market reflects a value per unit for the subject property of $97,000 as of May 17, 2021. Total value is calculated as follows: 12 Units @ $97,000 per Unit = $1,164,000 Rounded To: Value Via Price Per Unit: $1,200,000 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 82 ANDEPSON CAPP SALES COMPARISON APPROACH CORRELATION Price per square foot of building area method: $1,200,000 Price per unit method: $1,200,000 The preceding methods have been weighed and considered in the final analysis. MARKET VALUE VIA SALES COMPARISON APPROACH: $1,200,000 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 83 ANDEPSON CAPP CORRELATION AND FINAL VALUE OPINION Value via Income Capitalization Approach: $1,240,000 Value via Sales Comparison Approach: $1,200,000 The income approach to value was based upon a review of comparable rentals, deductions for reasonably anticipated vacancies and expenses and capitalization of the net income into an indication of value. This approach to value is a good indicator of value for investment type properties where sufficient rental and expense information is available and capitalization rates are sufficient to yield an appropriate rate. We were able to acquire very good rent comparables from the market and overall rates from local transactions of similar properties. However actual operating expenses for this property were limited. That said, we have appraised similar properties in the past and were able to make reasonable estimates. This approach is typically given more weight by the investor than by an owner/user. The sales comparison approach to value is a good indicator of value when there is an active market and there are sales for comparison to the subject property. The sales data used within this approach was highly similar and recent making the value indication as reliable as the income approach to value. This approach reflects what buyers and sellers are actually doing in the open market and is typically given more weight by owner users. In the final analysis, some consideration was given to the income capitalization approach and some consideration was given to the sales comparison approach. It is concluded that the market value of the fee simple estate/leased fee interest for the subject property, as of May 17, 2021 was: ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) 220-224 East Martin Luther King Jr.Boulevard A&C Job No.: 2210241.000 84 QUALIFICATIONS OF APPRAISER ROBERT B.BANTING,MAI, SRA PROFESSIONAL DESIGNATIONS-YEAR RECEIVED MAI- Member Appraisal Institute-1984 SRA- Senior Residential Appraiser,Appraisal Institute-1977 SRPA-Senior Real Property Appraiser,Appraisal Institute-1980 State-Certified General Real Estate Appraiser,State of Florida,License No.RZ4-1991 EDUCATION AND SPECIAL TRAINING Licensed Real Estate Broker-#3748-State of Florida Graduate,University of Florida,College of Business Administration,BSBA(Major-Real Estate&Urban Land Studies)1973 Successfully completed and passed the following Society of Real Estate Appraisers(SREA)and American Institute of Real Estate Appraisers(AIREA)courses and/or exams:Note:the SREA&AIREA merged in 1991 to form the Appraisal Institute. SREA R2: Case Study of Single Family Residence SREA 201: Principles of Income Property Appraising SREA: Single Family Residence Demonstration Report SREA: Income Property Demonstration Report AIREA 1B: Capitalization Theory and Techniques SREA 101: Introduction to Appraising Real Property AIREA: Case Studies in Real Estate Valuation AIREA: Standards of Professional Practice AIREA: Introduction to Real Estate Investment Analysis AIREA 2-2: Valuation Analysis and Report Writing AIREA: Comprehensive Examination AIREA: Litigation Valuation AIREA: Standards of Professional Practice Part C ATTENDED VARIOUS APPRAISAL SEMINARS AND COURSES,INCLUDING: The Internet and Appraising Golf Course Valuation Discounting Condominiums&Subdivisions Narrative Report Writing Appraising for Condemnation Condemnation:Legal Rules&Appraisal Practices Condominium Appraisal Reviewing Appraisals Analyzing Commercial Lease Clauses Eminent Domain Trials Tax Considerations in Real Estate Testing Reasonableness/Discounted Cash Flow Mortgage Equity Analysis Partnerships&Syndications Hotel and Motel Valuation Advanced Appraisal Techniques Federal Appraisal Requirements Analytic Uses of Computer in the Appraisal Shop Valuation of Leases and Leaseholds Valuation Litigation Mock Trial Residential Construction From The Inside Out Rates,Ratios,and Reasonableness Analyzing Income Producing Properties Development of Major/Large Residential Projects Standards of Professional Practice Regression Analysis In Appraisal Practice Federal Appraisal Requirements Engaged in appraising and consulting assignments including market research,rental studies,feasibility analysis,expert witness testimony,cash flow analysis,settlement conferences,and brokerage covering all types of real estate since 1972. President of Anderson&Carr,Inc.,Realtors and Appraisers,established 1947 Past President Palm Beach County Chapter,Society of Real Estate Appraisers(SREA) Realtor Member of Central Palm Beach County Association of Realtors Special Master for Palm Beach County Property Appraisal Adjustment Board Qualified as an Expert Witness providing testimony in matters of condemnation,property disputes,bankruptcy court, foreclosures,and other issues of real property valuation. Member of Admissions Committee,Appraisal Institute-South Florida Chapter Member of Review and Counseling Committee,Appraisal Institute -South Florida Chapter Approved appraiser for State of Florida,Department of Transportation and Department Natural Resources. Instructor of seminars,sponsored by the West Palm Beach Board of Realtors. Authored articles for The Palm Beach Post and Realtor newsletter. Real Estate Advisory Board Member,University of Florida. TYPES OF PROPERTY APPRAISED-PARTIAL LISTING Air Rights Medical Buildings Apartment Buildings Churches Amusement Parks Department Stores Hotels-Motels Marinas Condominiums Industrial Buildings Office Buildings Residences-All Types Mobile Home Parks Service Stations Special Purpose Buildings Restaurants Auto Dealerships Vacant Lots-Acreage Residential Projects Golf Courses Shopping Centers Leasehold Interests Financial Institutions Easements "I am currently certified under the continuing education program of the Appraisal Institute." QUALIFICATIONS OF APPRAISER JUDITH L. CORNILLIE PROFESSIONAL DESIGNATIONS—YEAR RECEIVED State-Certified General Appraiser, State of Florida, License# RZ 3358 (2009) Licensed Real Estate Broker, State of Florida, License# BK 453746 (1989) Notary Public, Commission#FF89478 (2014) EDUCATION AND SPECIAL TRAINING Forest Hill High School,West Palm Beach, Florida; 1976 - 1980: Graduated 1980 Palm Beach Junior College (now Palm Beach State College), Lake Worth, Florida; 1981 - 1983: Graduated 1983 Associate of Arts (A.A.) Music Florida Atlantic University; 1985 - 1988: Graduated 1988; Bachelor of Business Administration (B.B.A.) Finance with concentration in real estate investment REE 4200 Real Estate Finance and Investments 1987 REE 4100 Real Estate Appraisal 1988 FIN 3403 Principals of Financial Management FIN 4514 Investment Analysis FIN 4404 Advanced Managerial Finance Appraisal Institute Candidate for MAI TYPES OF PROPERTIES APPRAISED—PARTIAL LISTING Vacant commercial land Mini-storage facilities Vacant residential land Mobile home and RV parks Vacant industrial land Residential subdivisions -lots only Vacant agricultural land Residential subdivisions—improved Rental apartment complexes Historic commercial properties Professional office buildings Special purpose,religious, civic, educational Single-user medical office buildings Single-user warehouse/industrial buildings Multi-user medical office buildings Multi-tenant warehouse/industrial buildings Multi-tenant retail centers Cold storage warehouse facilities Multi-tenant automotive repair Residential condominium complexes Gas stations Commercial condominiums Car wash facilities Restaurants-fine dining Equestrian subdivision Fast food restaurants Boxing gym Bar/lounge Dance studio Grocery store Proposed retail construction Appraiser Licenses w,r STATE E EL RID dbpr DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA P ISAL B �� Yt } ,�s % THE CERTIFIED GENE OPRA ' 1; TIFIED UNDER POI CH ?, 5; ATUTES ? t��Y 1)W,`� £ { '� �tv £ #fir �'€ �`` - ` s.a S f �j i �fr;M t rtiy�?�? 3�{{'} af}r r ! d 7?�. w1�,uwxwge7-" xamtt ���YUeN�tiMr� LICENS rr uwrnwmuwvr�>w uwWak�uuuu�u»u'auiumt rrwvxsnmmrr mmrrw EXPli� 7 Always verify licenses online at MyFlorldkicensexom T Do not alter this o ument In any form,.. This Is your licenset It is unlawful for anyone other than the licensee to use this document, Ran OeSpnt6' ,Govoinor Ha ears,secretary 9 < q pr STATE OF FLORIDA i J DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION 1 FLORIDA REAL, 1EAPP I.SAL BD THE CERTIF IED GENERAVAPP mi I UNDER THE a It4 �I 475#FIL T T f t T'5131��113�r x Z. q i vt { � 6 1 1 i Q� x rOR i A .V Sti E3� t It 3? {} } {!9f k 3i�I i 01, ITAN i �W y, Ice�N ;MUMMER RZ8 10 . „ EXPIRATION DAM N VEMBER 30,2022 Always vc fy licenses online at MyFloridaUcensexom Do not alter this document In any form. This is your license,It is unlawful ful for anyone other than the licensee to use this document i ADDENDUM 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 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY ADVISORY BOARD ITEM A.1. NEWASSIGNMENTS SUBJECT: Review of Commercial Properties within the CRA Area SUMMARY: At their July 14, 2020 meeting, the CRA Board assigned the CRAAB with the task of identifying available properties located within key commercial and light industrial areas of the CRA. CRA staff will provide the CRAAB with a list of properties found on Costar/LoopNet and the Multiple Listing Service that are being marketed as "for sale" or properties where the CRA has been presented an opportunity to purchase by the property owners or their representatives. The CRA Board's assignment involves the CRAAB performing research and analysis on these properties. The goal of the assignment is to have the CRAAB provide a priority list of properties or recommendations on whether or not to pursue possible acquisition based on available funding. All land assemblages for future redevelopment shall be in furtherance of the 2016 Boynton Beach Community Redevelopment Plan. Of the properties for sale (see Attachment 1), categorize them as one of the following options: • Pursue now as a land banking opportunity; or • Pursue at a future time to be determined by the CRA Board; or • Do not pursue because it does not fit the CRA mission Pursue Now as a pursue at a Future Does not Fit the Property Address Land Banking Date CRA M ission Opportunity 220-224 E. MLK Jr. Blvd 409 NE 1st Avenue 1017 N. Federal Highway 1022 N. Federal Highway FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: To be determined. ATTACHMENTS: Description D Attachment I -220-224 E. MLK Jr. Boulevard PAPAInfo D Attachment II -409 NE 1st Avenue PAPA Info D Attachment III - 1017 & 1022 N. Federal Highway PAPA Info k 11 } �a a s T U= 1 x111 � jl li � I ��k�i�li'i — 1 a s z + y — a klx>1 F, u� �t�� rixl�i�6�S�tj4)lFx � 111 r tt(�\1t. +4}}t'���1��i���`(.� '�r�t ��, �,$`ft' xls `h�`4ic�`��at '"'sS`�t��}�j� `�H�t�€ xt� u'.-sdj�(��������t�l��i(�'i{Si)}S1�\sf����}�}x if_r s�t l� t;?•t}(il,'t�t� n s��aea } >N i F��_ � r t�4 s �r��� +� ��;�ti � +�s�s_ �t ^,��x 1 ��`�,t3��`"•}??�.�� ��rM�,. �'t ss 1 S �i I s`Y ,";��+���1�,.�. I \ r a... 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail s Show Full Map ------------------------ e Location Address 220 E MARTIN LUTHER KING JR BLVD 1 Municipality BOYNTON BEACH , , Parcel Control Number 08-43-45-21-04-000-0170 { Subdivision WELLS ROBERT SUB Official Records Book/Page 28859/29 f (`j Sale Date JAN-2017 ROBERT WELLS SUB Legal Description LOTS 17&18 (LESS N 10 ,t 4 FT RD R/W) w.......................................................................................... Nearby Sales Search r https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address 220 EAST LLC 455 NE 5TH AVE DELRAY BEACH FL 33483 5658 Sales Information Sales Date Price OR Book/Page Sale Type Owner JAN-2017 $10 28859/ 00029 QUIT CLAIM 220 EAST LLC DEC-1992 $130,000 07496/ 01042WARRANTY DEED FITZPATRICK B J & JAN-1979 $45,000 03180/ 01352 JAN-1975 $100 02447/ 01632EXECUTOR'S DEED JAN-1971 $50,000 01944/ 01092WARRANTY DEED 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 record to be processed. Exemption Information Portability Calculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Year Built 1961 9 Footage '2 APARTMENTS 1834 APARTMENT 1834 Total Square Footage: 1834 H n ,o .Number �...............................................................z of Units 10 [View Building Details Tota Square 6220 Feet* Acres 0.3559 Property Use Code 0300-MULTIFAMILY 10 UNITS OR MORE Zoning R2-R2 DUPLEX,10 DU/AC(08 BOYNTON BEACH) May indicate living area in residential properties. Request Structural Details Change ------------------------------------------------------------- Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $378,017 $352,897 $307,697 $212,787 $198,647 Land Value $270,380 $257,500 $250,000 $198,450 $189,000 Total Market Value $648,397 $610,397 $557,697 $411,237 $387,647 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $648,397 $610,397 $557,697 $411,237 $387,647 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $648,397 $610,397 $557,697 $411,237 $387,647 Taxes Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $13,874 $13,190 $11,746 $8,781 $8,462 Non Ad Valorem $2,150 $2,170 $2,180 $2,180 $1,970 Total tax $16,024 $15,360 $13,926 $10,961 $^43 https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 3/4 6/21/2021 PAPA-Property Detail .............................................................................................................................. *Buyers take note: Taxes will change and often increase y g Property Tax Calculator substantially when a property sells. The seller's exemption benefits ----------------------------------------I .a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a............................... will GO AWAY the year after they sell and this may result in higher Property Tax Detail taxes for a buyer. Please use the Property Tax Calculator to get a --------------- --` better annual tax estimate if you are purchasing this property. Tax Collector 0 HOM E 0 CONTACT US10 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@pbcgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 0400001 70&srchtype=map 4/4 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail sM Show Full Map est lbs to„ � frY 'Y11rr'f � 224 E MARTIN LUTHER Location Address KING JR BLVD A Municipality BOYNTON BEACH t� Parcel Control Number 08-43-45-21-04-000-0160 it. lit Subdivision WELLS ROBERT SUB - ...E Official Records Book/Page 28606/640 1��`,stif,F 1 Sale Date SEP-2016 ROBERT WELLS SUB LOT Legal Description 16 (LESS N 10 FT RD R/W) ............................. ... Nearby Sales Search - https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address FITZPATRICK BRIAN J& PO BOX 524 FITZPATRICK JACQUELINE S BOYNTON BEACH FL 33425 0524 Sales Information Sales Date Price OR Book/Page Sale Type Owner SEP-2016 $10 28606/ 00640 QUIT CLAIM FITZPATRICK BRIAN J & MAR-2007 $100,000 21655/ 01359" WARRANTY DEED FITZPATRICK BRIAN J MAR-2001 $10 12374/ 00874 QUIT CLAIM RAHMING GEORGE C OCT-1999 $10 11870/ 00199", QUIT CLAIM JUN-1999 $10 11870/ 00201 QUIT CLAIM JUN-1999 $10 11870/ 00197 ' QUIT CLAIM JUN-1999 $10 11870/ 00195 QUIT CLAIM JAN-1998 $100 10190/ 01423 DEED OF TRUST RAHMING CHARLES 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 record to be processed. Exemption Information PortabilityCalculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Exterior Wall 1 MSY:CONC. BLOCK Footage 2. Year Built 1964 FOP Finished Open Porch 64 3 Air Condition AC ONLY I ��4r,� 5a , FOP Finished Open Porch 64 Desc. BAS Base Area 1248 4. Heat Type NONE Total Square Footage: 1376 5. Heat Fuel NONE (1248j "' Total Area Under Air: 1248 6. Bed Rooms 4 7. Full Baths 2 s s� 8. Half Baths 0 sa, Number of9. Exterior Wall 2 NONE Units 2 �View Building Details ------------� 110. Roof Structure GABLE/HIP Total BUILT-UP Square 1376 11. Roof Cover TAR/GRAVEL Feet* 12. Interior Wall 1 DRYWALL Acres 0.1779 Property 13. Interior Wall 2 N/A Use Code 0800-MULTIFAMILY< 10 UNITS 14. Floor Type 1 VINYL ASBESTOS 15. Floor Type 2 N/A Zoning R2-R2 DUPLEX, 10 DU/AC(08- 16. Stories 1 BOYNTON BEACH) *May indicate living area in residential properties. e........................................................................................................................... Request Structural Details Change Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $84,916 $89,785 $64,474 $64,474 $52,568 Land Value $15,400 $14,280 $14,300 $13,000 $10,000 Total Market Value $100,316 $104,065 $78,774 $77,474 $62,568 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $91,607 $83,279 $75,708 $68,825 $62,568 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $91,607 $83,279 $75,708 $68,825 $62,568 Taxes https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 3/4 6/21/2021 PAPA-Property Detail Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $2,021 $1,949 $1,615 $1,528 $1,366 Non Ad Valorem $430 $434 $436 $436 $394 Total tax $2,451 $2,383 $2,051 $1,964 $1,760 .......................................................................................................................................... *Buyers take note: Taxes will change and often increase Property Tax Calculator substantially when a property sells. The seller's exemption benefits ,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m °' will GO AWAY the year a er they sell this may result in higher �Property Tax Detail ................. ....... taxes for a buyer. Please use the Property Tax Calculator to get a ..-..--- ---. better annual tax estimate if you are purchasing this property. Tax Collector HOM E 000NTACT US = 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@p6cgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521040000160 4/4 11;t git � sltt}tti��� t�t:.zh,� r� � • 111���y-��ts),�s3„i,,,�t@F�� �1 � d� � �f� >♦r,,,,����,�'»tt+�s','�rim7���ttt , I( 77S � I4 — !If i #> Lu I } VII � r j r} r i � r I m Y t ( 1tf c, I 1 14 N wlii , v, F � p I i � I li Iyl�l �I'•' 'L I I11 I i t t4 i t £ i ��i}4sV1 II�sYt(s{y rthl{1iSvt��3 .{t,f� }t,?r,;,,��5} ?2��AIIS �s�t,r„S�7S1,1111 ,1415,}rltfl)},,,?,hs ,s� ..l c s . f, 1,�ftsJi . (s, S, - i , 1 � � ll n, 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W�« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail 4.` `MShow Full MMap r I Location Address 409 NE 1 ST ST Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-30-002-0012 Subdivision SHEPARD FUNK ADD TO TOWN OF BOYNTON IN �r li�ti+Q Official Records Book/Page 28606/632 � I Sale Date SEP-2016 SHEPARD FUNK ADD S Legal Description 33.90 FT OF LTS 1 &2 � BLK 2 w....................................................................................................................... .� Nearby Sales Search https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 30002001 2&srchtype=map 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address FITZPATRICK BRIAN J& PO BOX 524 FITZPATRICK JACQUELINE S BOYNTON BEACH FL 33425 0524 Sales Information Sales Date Price OR Book/Page Sale Type Owner SEP-2016 $10 28606/ 00632 QUIT CLAIM FITZPATRICK BRIAN J & JAN-2003 $5,500 14729/ 01761 WARRANTY DEED FITZPATRICK BRIAN DEC-2002 $1,000 14548/ 01819 QUIT CLAIM PRIME PROPERTY OF THE PALM BEACHES INC MAR-1998 $1,000 10285/ 01204 CERT OF TITLE ABEL BLANCHE APR-1991 $24,00006834/ 01675 WARRANTY DEED JAN-1990 $100 06365/ 01835 ' QUIT CLAIM JAN-1985 $1,000 04448/ 01009 WARRANTY DEED MAR-1978 $100 02829/ 00999 QUIT CLAIM 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 record to be processed. Exemption Information PortabilityCalculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 30002001 2&srchtype=map 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 0 Structural Element for Building 0 Sketch for Building 0 Code Description Sq. Footage No Imege Found; No Data Found. Number of 0 View Building Details Units Tota Square 0 Feet* Acres 0.0904 Property Use Code 0000-VACANT Zoning R2-R2 DUPLEX,10 DU/AC(08- BOYNTON BEACH) May indicate living area in residential properties. R 11 eq11 u 11 e 11 st S 11 t 11 ru11 ct11 u 11 ra11 l D 11 etails C 11 ha11 ng11 e 11 11 11 Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $0 $0 $0 $0 $0 Land Value $30,000 $21,000 $20,117 $13,874 $12,613 Total Market Value $30,000 $21,000 $20,117 $13,874 $12,613 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $12,862 $11,693 $10,630 $9,664 $8,785 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $12,862 $11,693 $10,630 $9,664 $8,785 Taxes Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $395 $319 $286 $235 $219 Non Ad Valorem $0 $0 $0 $0 $0 Total tax $395 $319 $286 $235 $219 https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 30002001 2&srchtype=map 3/4 6/21/2021 PAPA-Property Detail .............................................................................................................................. *Buyers take note: Taxes will change and often increase y g Property Tax Calculator substantially when a property sells. The seller's exemption benefits ----------------------------------------I .a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a............................... will GO AWAY the year after they sell and this may result in higher Property Tax Detail taxes for a buyer. Please use the Property Tax Calculator to get a --------------- --` better annual tax estimate if you are purchasing this property. Tax Collector 0 HOM E 0 CONTACT US10 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@pbcgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pe rty Detail.aspx?parcel=08434521 30002001 2&srchtype=map 4/4 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail Show Full Map ---------------------------- Location Address NE 1ST ST r , Municipality BOYNTON BEACH ;i ��� Parcel Control Number 08-43-45-21-30-002-0011 Subdivision SHEPARD FUNK ADD TO TOWN OF BOYNTON IN Official Records Book/Page 28606/634 Sale Date SEP-2016 SHEPARD FUNK ADD N Legal Description 109.10 FT OF LTS 1 &2 BLK 2 .............................................................................................................. Nearby Sales Search https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521300020011&srchtype=map 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address FITZPATRICK BRIAN J& PO BOX 524 FITZPATRICK JACQUELINE S BOYNTON BEACH FL 33425 0524 Sales Information Sales Date Price OR Book/Page Sale Type Owner SEP-2016 $10 28606/ 00634 QUIT CLAIM FITZPATRICK BRIAN J & NOV-2002 $20,000 14392/ 00523' . WARRANTY DEED FITZPATRICK BRIAN JAN-1985 $1,000 04448/ 01009 WARRANTY DEED MAR-1984 $100 04193/ 00377" ., QUIT CLAIM JAN-1972 $85,000 02139/ 01525 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 record to be processed. Exemption Information Portability Calculator ---------------------------------------- No Exemption Information Available. Property Information https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521300020011&srchtype=map 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 0 Structural Element for Building 0 Sketch for Building 0 Code Description Sq. Footage No Imege Found; No Data Found. Number of 0 View Building Details Units Tota Square 0 Feet* Acres 0.2909 Property Use Code 0000-VACANT Zoning R2-R2 DUPLEX,10 DU/AC(08- BOYNTON BEACH) May indicate living area in residential properties. R 11 eq11 u 11 e 11 st S 11 t 11 ru11 ct11 u 11 ra11 l D 11 etails C 11 ha11 ng11 e 11 11 11 Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $0 $0 $0 $0 $0 Land Value $33,000 $23,100 $21,931 $15,125 $12,500 Total Market Value $33,000 $23,100 $21,931 $15,125 $12,500 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $18,302 $16,638 $15,125 $13,750 $12,500 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $18,302 $16,638 $15,125 $13,750 $12,500 Taxes Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $495 $406 $363 $303 $273 Non Ad Valorem $0 $0 $0 $0 $0 Total tax $495 $406 $363 $303 $273 https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521300020011&srchtype=map 3/4 6/21/2021 PAPA-Property Detail .............................................................................................................................. *Buyers take note: Taxes will change and often increase y g Property Tax Calculator substantially when a property sells. The seller's exemption benefits ----------------------------------------I .a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a............................... will GO AWAY the year after they sell and this may result in higher Property Tax Detail taxes for a buyer. Please use the Property Tax Calculator to get a --------------- --` better annual tax estimate if you are purchasing this property. Tax Collector 0 HOM E 0 CONTACT US10 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@pbcgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521300020011&srchtype=map 4/4 l ,S £ A nw S � I i x (iota I z .t, fr�StY f t 4 r, r n E i �YNI Plgg � t Lu p777� t s H h y S i ,5 tjhl�f?� ( yrs- - iS,>,' ,nit - ,' � � � ���� i r �S`t; _ `(� 'i���i i �`_�.. „``�s•,: ;` (� ,- n ���f .i rr. „� {1.1,1}at(( �(,. S,�is a .r. J s,,.4: � ',�r,-...r �� srf sY�:,�.k =�,� {{ s. �'.• 5, .1'. �1...��t},. t,.�..I,tl,krs ss �.. c,,,.r t rr,,,S,.,, � } 3 �, ,-v,•_ - t .. �i ,..-t.Y.., s ,m. , ;ten s, - ,iit1} -_ ., r� ',� i�,��„ Y4 ,�; r4Sy�Sy s S£_�aS � ... r.._.- Y ,,,,;r-6 ,iy�„;9�. Y,t�£}. 1 ,._. �_ _., _ ;i .�S �,.,�};'t?� -•`y��4s �i�,� _t � JJ �s,.�k a��j�.l- � �Y'�rn,,, - � .. -._ .,£ I Ir �.f�. islJ 1�A1 YS,,i�{s fp �� � � 3 _ ��___,,.� "'"'���',� \�YY Y('.et" �+F-� )`;{<•r � ���SSS� 41 St ���.. Ysrz . "0" �i11 I � I, a�p � t G k. - . s� _ Y S �F �� ... � £I Yui i v S Y,kY aY�,q „} �q S s ' f ( I r 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property Appraiser "' [ C1M7 i➢`, W« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail Show Full Map : Location Address 1017 N FEDERAL HWY Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-32-001-0010 Subdivision LAKE ADD TO BOYNTON Official Records Book/Page 13742/1376 Sale Date MAY-2002 LAKE ADD TO BOYNTON Legal Description LTS 1 &2 (LESS E 17 FT N FEDERAL HWY R/W) BLK E; ................... - i [111 N 11 e 11 ar11 by S 11 a 11 l 11 es S 11 e 11 ar11 c 11 h"I'll 11 https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521320010010&srchtype=map 1/4 6/21/2021 PAPA-Property Detail uwner inrormation Change of Address -------------------------------- Owner(s) Mailing Address BARRERA LUCILA 3675 N FEDERAL HWY BARRERA MARIA L& DELRAY BEACH FL 33483 6332 Sales Information Sales Date Price OR Book/Page Sale Type Owner MAY-2002 $108,000 13742/ 01376 WARRANTY DEED BARRERA MARIA L & NOV-2001 $95,000 13117/ 00668 ' WARRANTY DEED KHATCHIKIAN GARABET APR-1996 $34,100 09208/ 01043 WARRANTY DEED JAN-1991 $80,000 06710/ 00300 ' WARRANTY DEED JAN-1986 $100 04767/ 00014 WARRANTY DEED SEP-1981 $210,000 03608/ 01302 ' WARRANTY DEED 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 record to be processed. Exemption Information Portability Calculator ------------------------------------------ No Exemption Information Available. Property Information Tangible Account(s)M� I I https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521320010010&srchtype=map 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Year Built 1959 Footage 2. FRANCHISE FOOD 364 FOOD FRANCHISE 364 28 Total Square Footage: 364 14 14 Number of r Units o View Building Details ---------------------------------------- Tota Square 364 Feet* Acres 0.2114 Property Use Code 2200-RESTAURANT, DRIVE IN C4-C4 GENERAL Zoning COMMERCIAL(08-BOYNTON BEACH) May indicate living area in residential properties. R 11 eq11 u 11 e 11 st S 11 t 11 ru11 ct11 u 11 ra11 l D 11 etails C 11 ha11 ng11 e 11 11 11 Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $28,803 $28,303 $20,859 $21,226 $13,488 Land Value $175,689 $167,309 $162,429 $154,694 $141,568 Total Market Value $204,492 $195,612 $183,288 $175,920 $155,056 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $204,492 $195,612 $183,288 $170,562 $155,056 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $204,492 $195,612 $183,288 $170,562 $155,056 Taxes Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $4,376 $4,227 $3,860 $3,678 $3,385 Non Ad Valorem $478 $487 $487 $497 Total tax $4,854 $4,714 $4,347 $4,175 53,84 https://www.pbcgov.com/papa/Asps/PropertyDetail/PropertyDetail.aspx?parcel=08434521320010010&srchtype=map 3/4 6/21/2021 PAPA-Property Detail .............................................................................................................................. *Buyers take note: Taxes will change and often increase y g Property Tax Calculator substantially when a property sells. The seller's exemption benefits ----------------------------------------I .a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a.a............................... will GO AWAY the year after they sell and this may result in higher Property Tax Detail taxes for a buyer. Please use the Property Tax Calculator to get a --------------- --` better annual tax estimate if you are purchasing this property. Tax Collector 0 HOM E 0 CONTACT US10 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@pbcgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/papa/Asps/PropertyDetail/Pro pertyDetail.aspx?parcel=08434521320010010&srchtype=map 4/4 6/21/2021 PAPA-Property Detail ADJUST FONT SIZE: + — RESET Website Search Q DOROT'HYJACKS CFA, AAS o Palm Beach County Property r Appraiser "' [ C1M7 i➢`, W�« ;i c$hcV it wl 42.w A' "Gnd `Yc 'Sv lg6u'": 91 © IM Tube 2 @ Real Property Search by Owner Name(Last Name first)or Address or PCN Search ,= Classic PAPA * MyPAPA Print This Page ® Save as PDF Print Property Summary 2020 Proposed Notice Property Detail Owner Information Sales Information Exemption Information Property Information Appraisals Assessed and Taxable Values Taxes Full Property Detail Property Detail Show Full Map Location Address 1022 N FEDERAL HWY Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-32-003-0200 Subdivision LAKE ADD TO BOYNTON Official Records Book/Page 14453/321 Sale Date NOV-2002 LAKE ADD TO BOYNTON LTS 20 THRU 22 (LESS ��� WLY 17 FT FEDERAL HWY Legal Description R/W)&20 FT ABND ALLEY LYG E OF&ADJ1� ���� TO BLK 3 Nearby Sales Search h_._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._._, �fn https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521320030200 1/4 6/21/2021 PAPA-Property Detail Owner Information ............................................... Chane of Address L----------------------------------- Owner(s) Mailing Address YELLOWBEARD INC 707 SW 28TH RD MIAMI FL 33129 2525 Sales Information Sales Date Price OR Book/Page Sale Type Owner NOV-2002 $200,000 14453/ 00321 WARRANTY DEED YELLOWBEARD INC JUN-1996 $72,500 09309/ 00376 WARRANTY DEED APR-1984 $250,000 04217/ 00534 ' REP DEED MAR-1982 $253,000 03703/ 01308 WARRANTY DEED JAN-1971 $85,000 01908/ 01595 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 record to be processed. Exemption Information ['11 P 11 o 11 rt11 a 11 b 11 ility C 11 a 11 l 11 cul11 a 11 tor No Exemption Information Available. Property Information Tangible Accounts) ------------------------------------- I ------------------------------n https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521320030200 2/4 6/21/2021 PAPA-Property Detail Subarea and Sq. Footage for Building 1 Structural Element for Building 1 Sketch for Building 1 Code Description Sq. 1. Year Built 1938 Footage 2 RETAIL SINGLE 2049 RETAIL STORE 1116 OCCUP 20 s SUPPORT 258 RETAIL STORE 300 01W 4 25 A3 (3F5} MULTI OFFICE 375 g s Total Square Footage: 2049 2� Is is 8' 25 Number of r Units o View Building Details Tota Square 2049 Feet* Acres 0.3805 Property Use Code 1100-STORES C4-C4 GENERAL Zoning COMMERCIAL(08-BOYNTON BEACH) May indicate living area in residential properties. Request Structural Details Change Appraisals Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Improvement Value $59,211 $66,128 $69,103 $69,494 $64,231 Land Value $286,582 $272,990 $265,034 $252,437 $240,338 Total Market Value $345,793 $339,118 $334,137 $321,931 $304,569 All values are as of January 1 st each year Assessed and Taxable Values Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Assessed Value $345,793 $339,118 $334,137 $321,931 $304,569 Exemption Amount $0 $0 $0 $0 $0 Taxable Value $345,793 $339,118 $334,137 $321,931 $304,569 Taxes https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521320030200 3/4 6/21/2021 PAPA-Property Detail Show 5 year I Show 10 year Tax Year 2020 2019 2018 2017 2016 Ad Valorem $7,399 $7,328 $7,038 $6,874 $6,649 Non Ad Valorem $2,688 $2,742 $2,742 $2,797 $2,598 Total tax $10,087 $10,070 $9,780 $9,671 $9,247 .......................................................................................................................................... *Buyers take note: Taxes will change and often increase Property Tax Calculator substantially when a property sells. The seller's exemption benefits ,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m;m;m;m;,m °' will GO AWAY the year a er they sell this may result in higher �Property Tax Detail ................. ....... taxes for a buyer. Please use the Property Tax Calculator to get a ..-..--- ---. better annual tax estimate if you are purchasing this property. Tax Collector HOM E 000NTACT US = 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 and/or other jurisdictions, some transactions will not be reflected. Information collected at this site, including email addresses, becomes public record and may be subject to inspection and copy by the public unless prohibited by exception or exemption in the law. This site is designed to work best with the Internet Explorer 10 or higher and other proprietary browsers like Google Chrome, Mozilla Firefox and Safari. Please contact us if you need additional information or assistance with browser settings. ADA Access The Palm Beach County Property Appraiser's Office is committed to compliance with the Americans with Disabilities Act(ADA) and WCAG 2.0 and WCAG 2.1. It does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services,programs or activities. Upon request, reasonable accommodation will be made to allow individuals with disabilities access to the communications regarding our services,programs or activities set forth on the Palm Beach County Property Appraiser's Office website. Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvc@p6cgov.org. ©2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. https://www.pbcgov.com/PAPA/Asps/PropertyDetaiI/PropertyDetai1.aspx?parcel=08434521320030200 4/4 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Rock the Plaza and Night Market events and at future CRA meetings. Board Member Romelus would like a line item for it and staff will also provide a cost for the monthly meeting and events. Angela Cruz, 1420 Via de Pepi, Boynton Beach, Vice Chair of the CRA Advisory Board explained the Board reviewed four commercial properties in the CRA District: • The 224 E MLK Jr Boulevard property was recommended to be pursued no. ® The 409 NE 1St Avenue property was recommended to be pursued at a later time ® The 1017 N. Federal Highway was recommended to be pursued now • The 1022 N Federal Highway was recommended to be pursued now Brian Fitzpatrick, 409 NE 16t Street, read of Mr. Simon's resignation and praised him and Ms. Shut as the "Dynamic Duo." He was excited to hear Ms. Shutt is not leaving and commented she has skill. He added great leaders are great listeners. Bill Morris, 777 E. Atlantic Avenue, Delray Beach, stated he is an incredible fan of Mr, Simon and thought he was a key reason why people are looking at Boynton Beach. The other key reason is all of the Board members are diverse men and woman that treat each other with respect and dignity as did the prior CRA Board. He advised it is very refreshing because not all communities do that. The Board set a wonderful standard, being helpful and willing to listen. Mr. Morris conveyed a personal experience with Mr. Simon and stated he and Mr. Simon became very good friends and further added Mr. Simon is a visionary and extremely smart. He deals with a lot of CRA Directors in Florida and he is one of the best and a great ambassador. He praised Ms. Shutt as a wonderful woman with passion who is smart as a whip. He supported Ms. Shutt becoming the Executive Director and congratulated the Board on being decent to one another. Chris Roberts wished Mr. Simon the best. 11. CRA Advisory Board A. CRA Advisory Board Meeting Minutes - June 3, 2021 B. Reports on Pending Assignments 1. Review of Commercial Properties within the CRA Area Chair Grant was pleased with the review of the properties. He thought the recommendations were important. He requested staff get a price for those properties to move forward and requested another four properties be forwarded to the Advisory Board for review. 5 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 NEW BUSINESS AGENDAITEM: 17.C. SUBJECT: Discussion Regarding the 2021 Holiday Boat Parade SUMMARY: For the Fiscal Year 2021-2022 Budget, the CRA Board approved $16,700 for the Holiday Boat Parade event, which is currently scheduled to take place on December 10, 2021. On September 23, 2021, CRA staff received an email from the City of Delray Beach Parks and Recreation staff notifying us that the City of Delray Beach has identified budget reductions and did not allocate funding to contribute towards this year's Holiday Boat Parade. In order to comply with Florida Statute Chapter 163, Part III, the Boynton Beach CRA had requested funding participation from the City of Delray Beach to allow our involvement in an event that partially occurs outside our boundaries. In response, Delray has previously reimbursed the CRA for 50% of the shared expenses related to event marketing, t-shirts, participant prizes, and the award's dinner for year's 2017, 2018 and 2019 (see Attachment I for a complete breakdown of the shared expenses). Fortunately, the Fiscal Year 2021-2022 budget amount as approved will allow staff to adequately plan the Holiday Boat Parade event without any financial contribution from the City of Delray Beach. However, the parade route may be shortened without the City of Delray Beach's participation since one of the requirements for the Holiday Boat Parade is to obtain a permit with the Florida Department of Transportation (FDOT) to open the bridges located along the boat parade route. A permit application can only be submitted by the City that governs the designated bridge roadway, therefore, the City of Delray Beach would need to submit the permit application for their roads and pay for message boards to advise motorists of the anticipated bridge openings. CRA staff is seeking direction from the CRA Board on how they would like to proceed with the route for the Holiday Boat Parade. In previous years, the parade route progressed southward down the Intracoastal waterway from Palm Beach Yacht Club, just north of the Boynton Beach Inlet, to the C-15 canal (South of Linton Blvd.) in Delray Beach. Without the City of Delray Beach's participation, this year's parade route will end north of the George Bush Boulevard bridge. FISCAL IMPACT: FY2021 -2022 Budget, Project Fund, Line Item 02-58500-480, Holiday Boat Parade $16,700. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Modify the parade route to start at the Palm Beach Yacht Center, just north of the Boynton Beach Inlet moving southward and end on the north side of the George Bush Boulevard bridge. 2. Alternative Board direction upon further discussion. ATTACHMENTS: Description D Attachment I -2019 Holiday Boat Parade Shared Costs 48th Annual Holiday Boat Parade Shared Costs Service/Product Cost Delray Newspaper- Full Page Calling All Captains ad 695.00 Delray Newspaper-Full Page Boat Parade ad 695.00 Neighborhood News- Full Page Calling All Captains ad 450.00 Neighborhood News- Full Page Boat Parade ad 450.00 Coastal Angler- 1/4 page Calling All Captains ad 300.00 Coastal Angler- 1/2 page Holiday Boat Parade ad 300.00 DFS-postcards 395.00 DFS-posters 100.00 Gateway Gazette-Calling All Capts. Full page ad 318.00 Coastal Star- Boat Parade 1/4 page ad 525.00 Movie Theaters Movies at Delray Beach and Lake Worth 533.33 Calling All Capts and Holiday Boat Parade Social Media 249.41 DFS-Creative 2,085.00 Captain's Meeting- Banana Boat 138.01 Awards Dinner- Banana Boat 1,445.58 Judges Table -Two Georges 32.37 Awards -Cash Prizes 3,600.00 Awards -Plaques 350.00 Awards - DFS creative 180.00 DFS-(Event T-Shirts) 827.50 �' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: October 12, 2021 NEW BUSINESS AGENDAITEM: 17.D. SUBJECT: Discussion and Consideration of a Tax Deed Sale for the Property Located at 137 NE 3rd Avenue SUMMARY: Utilizing the resources provided to the public by the Palm Beach County Tax Collector, CRA staff has identified an available property for potential acquisition located at 137 NE 3rd Avenue. As indicated on the attached map, this property is located on the corner of NE 3rd Avenue and NE 1 st Street within the Heart of Boynton (see Attachment 1). A garage is located on the property and is approximately 1,500 square feet. The Palm Beach County Property Appraiser valued the property in 2020 at $56,085 (see Attachment 11). CRA staff conducted the attached City lien search (see Attachment 111). There does not appear to be any liens on the property or any outstanding water bills. A records search was conducted on the property and it appears that the tax deed sale is the only problematic issue at this time (see Attachment IV). FISCAL IMPACT: FY 2021-2022 Budget, Project Fund, Line Item #02-58200-401, amount to be determined by CRA Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1. Approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 137 NE 3rd Avenue for an amount not to exceed a price as determined by the Board. 2. Do not approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 137 NE 3rd Avenue. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - PAPA Property Detail & Comparison Sale D Attachment III - Lien Search D Attachment IV - Record-Title Search I , 4 lS tsL N; Isis Ra LIJ w- 1� i , n, - } �lr }- L .4m ro + i 4 I�MLI Z- n9 C? m rr ..J "t (((( .•mow �, OL t t. n4i, m � �- ?, yry n� ' nW ,' rw �„ rr� est fr C3 'ha ,y we }, _ kA_ V 3. x C6 - ~ =n s � E' t ON - g f .............. ....„.... ,....,.,. ....,.,., ......,., ......,., ,..,,..,,..., .m.,,.........................................................,..,,..., „,. „,..,,m ................... mIU^\E, PAPA Banner Location Address 137 NE 3RD AVE "+ivaicipality BOYNTON BEACH Parcel Control Nun ser 08-43-45-21-30-002-0232 SuaN ivision SHEPARD FUNK ADD TO TOWN OF BOYNTON IN Official Records Boob 27794 Page278 Sale late SEP-2015 Leal Description SHEPARD FUNK ADD S 1/2 OF LT 23&S 1/2 OF LT 24 /LESS E 10 FT/BLK 2 -- Mailing address Owners 2550 BEDFORD AVE CARS OF DISTINCTION INC BROOKLYN NY 11226 7051 Sales bate Price OR BooldPa e Sale Type brier SEP-2015 $70,000 27794/00278 WARRANTY DEED CARS OF DISTINCTION INC JUN-2011 $10 24604/01955 QUIT CLAIM ROSIER CHARLES E& AUG-2003 $10 15839/00446 QUIT CLAIM JEAN T ROSIER TRUST APR 1990 $25,000 06420/01533 QUIT CLAIM ROSIER CHARLES E& AUG-1981 $100 03579/00455 QUIT CLAIM 12 No Exemption Inforruation Available. Nun ser of IJnits 0 ;Total SrltrarrrFeet 0 Acres 0.1742 IJse Code 0000-VACANT Zoning R2-R2 DUPLEX, 10 DU/AC(08- BOYNTON BEACH) Tax Year 2€121 P 2€120 2019 Improvement Valu $5,741 $5,824 $5,824 Land Value $50,344 $30,000 $21,000 Total Market Value $56,085 $35,824 $26,824 p All values are as of January 1st each year Pr iminar y Tax Year 2€121 P 2€120 2019 AssessedValue $28,841 $26,219 $23,835 E xemption Amount $0 $0 $0 Taxable Value $28,841 $26,219 $23,835 Tax Year 2€121 P 2€120 2019 Ad Valorem $800 $628 $536'' Non Ad Valorem $0 $0 $0 Total tax $800 $628 $536'' n ` t k t � �!t Ln � C' ID ZZ M Page 1 of 1 City of Boynton Beach Interest In Real Property _ This document serves as constructive notice of the City of Boynton Beach's interest in the real property identified below. PCN 08434521300020232 Property Address 137 NE 3RD AVE Search performed by Theresa Utterback of Individuals(Florida)on Oct 5, 2021 at 01:43:54 P.M. PDT Tracking Number: 2007990 Access PIN: 81734 No items found for this property Conduit reports may not reflect outstanding balances owed to the City due to write-offs or other internal account adjustments. Please note, written off balances or other debt incurred by a property owner must be paid prior to the initiation of new utility service at a property. In order to obtain accurate account information, please contact the Utilities Department at the City of Boynton Beach via messaging. No outstanding Code Compliance Cases and Liens were found. No outstanding Building Permits were found. No outstanding Mowing and Maintenance Liens were found. SERVICE FEE FOR THIS REPORT PAID IN FULL: $140 This staterrent is furnished at the request of the applicant for informational purposes only, and the City of Boynton Beach, its officers or employees assurTtf,:-, no responsibility or liability whatsC3f,:-,'Vf,:-,r for the authenticity or correctness of the mai{:f,:-,rs sf,:-,t forth herein. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html 41 STATEWIDE LAND TITLE, INC. 11726 150th Ct. N. Jupiter, FL 33478 TELEPHONE 561-743-0039 FAX 561-747-1369 Customer File No. 137 NE Yd Ave. Boynton Beach August 7, 2021 SLTI File No. 21-17023 Re: Cars of Distinction We have commenced a 10year judgment/lien search of the Public Records of Palm Beach County, Florida, regarding Cars of Distinction, through September 28, 2021 and we find the following: Instrument O. R. Book/Page 1. Nothing Found of Record NOTE: 1. Warranty Deed recorded in Official Records Book 27794, Page 278, of the Public Records of Palm Beach County, Florida. 2. Notice of Application for Tax Deed, recorded in Official Records Book 32717, Page 1285, of the Public Records of Palm Beach County, Florida. This report purposely omits restrictions, easements, subdivision agreements and any reference to mortgages,judgments and/or liens which appear to be satisfied of record or have expired pursuant to Florida Statues. This company, in issuing this certificate, expressly disclaims any liability for the validity of any document or proceeding appearing in the public records and which constitutes a part of this search. This certificate does not directly or indirectly set forth or imply any opinion, warranty, guarantee, insurance, or other similar assurance as to the status of title. This Company expressly disclaims any liability for loss or damage resulting from reliance on this certificate in excess of the fee paid to STATEWIDE LAND TITLE, INC., or $1,000.00, whichever is less.