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Minutes 09-14-21 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