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Agenda 12-14-21 d BEACK�,,,,,,CRA OWN= COMMU N FTY REDEVELOPMENT AGENCY Community Redevelopment Agency Board Meeting Tuesday, December 14, 2021 -5:30 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 6. Legal 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 8. Announcements and Awards 9. Information Only A. Public Relations Articles Associated with the CRA 10. Public Comments 11. CRAAdvisory Board A. Presentations from Florida Redevelopment Association (FRA)2021 Annual Conference B. Reports on Pending Assignments 12. Consent Agenda A. Approval of CRA Board Meeting Minutes- November 9, 2021 B. CRA Financial Report Period Ending November 30, 2021 C. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy#39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435 D. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$15,000.00 to Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy#39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435 E. Approval of the First Amendment to Extend the Term of the Interlocal Agreement between the City and CRAfor the Funding of the Tree Canopy Coverage Project to June 30, 2022 F. Approval of Renewal for Standing Ovations, LLC Contractor Agreement for Event Management Services 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. CRA Economic& Business Development Grant Program Update B. 49th Annual Boynton Beach Holiday Boat Parade Recap C. Social Media Update 15. Public Hearing 16. Old Business A. Reconsideration of the 2022 CRA Board Meeting Dates B. Execution of the Second Amendment to the Purchase and Development Agreement to the Ocean Breeze East Project C. Approval of a Development Agreement between the CRA and Centennial Management Corporation for the Commercial Component of the MLK Jr. Boulevard Corridor Mixed Use Housing Project D. Discussion and Consideration of a Tax Increment Revenue Finance Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Mixed Use Project E. Discussion and Consideration of a Second Development Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Mixed Use Project F. Approval of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC G. Discussion and Consideration of the Purchase of Green Acres Condominiums Property H. Discussion and Consideration of Florida Technical Consultants, LLC's (TABLED Letter of Intent for the CRA-Owned Property Located at 211 E. Ocean 11/09/2021) Avenue 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 J. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard K. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue L. Update on 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Negotiations with Affiliated Development, LLC 17. New Business A. Consideration of Contract Award for the Request for Proposal (RFP)for the Insurance Broker of Record for Property and Casualty Insurance Program B. Discussion and Consideration of Interlocal Agreement between the CRA and the City for Partial Funding of Economic Development Plan Performed by Florida International University C. Consideration of the Revised CRA Human Resource Policies and Procedures Manual 18. Future Agenda Items A. Consideration and Discussion of Extension of Time to Begin Construction on the Bride of Christ Daycare Center at N E 10th Avenue B. Project Update for the Boynton Beach Boulevard Complete Street Project C. Project Update for the East Boynton Beach Boulevard Extension Streetscape and Parking Improvement Project 19. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE,WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. �' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 INFORMATION ONLY AGENDAITEM: 9.A. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: The Real Deal: • Boynton Beach Approves 236-unit Apartment Project with 118 Workforce Units D o w n t o w n: https://the real deal.com/miami/2021/12/03/boynton-beach-approves-236-unit- apartment-project-with-118-workforce-units-downtown/ South Florida Business Journal: • Boynton Beach Considers Proposals from Related Group, Affiliated for Development Site on Federal Highway: https://www.bizjournals.com/southfIo rida/news/2021/11/08/boynton- beach-rfp-federal-highway.html • Boynton Beach Selects Affiliated Development for Mixed-Use P r o j e c t : https://www.bizjournals.com/southflorida/news/2021/12/01/affiliated-selected-to- build-in-boynton.html CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 CONSENT AGENDA AGENDAITEM: 12.A. SUBJECT: Approval of CRA Board Meeting Minutes - November 9, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the November 9, 2021 CRA Board Meeting Minutes ATTACHMENTS: Description D Attachment I - November 9, 2021 CRA Meeting Minutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, November 9, 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 Christina Romelus, Board Member Ty Penserga, Board Member Justin Katz, Board Member 1. Call to Order Chair Grant called the meeting to order at 5:36 p.m. 2. Invocation The invocation was given by Reverend Woodrow Hay. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll call revealed a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chair Grant noted representatives for Items A and G were present and he requested hearing them before Item 6. Legal and hearing Item 16 G after Item 10 Public Comments. B. Adoption of Agenda Motion Vice Chair Hay moved to approve as amended. Board Member Penserga seconded the motion. The motion passed unanimously. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 16 A. Discussion and Consideration of a Commercial Development Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project (Heard out of Order) Thuy Shutt, CRA Executive Director, explained staff has been working with Ms. Roque and Mr. Swezy from Centennial Management on the Commercial Development Agreement setting the terms for the commercial component for the mixed use, MLK Jr Boulevard project. Their terms in there are terms that are part of the negotiated items so far for the construction of the 8,250 square foot commercial vertically in integrated space in the mixed-use building. The building and project were submitted for permitting. There will be eight bays allowing neighborhood serving uses for residents of the project and HOB and Ocean Breeze East residents. The terms set the obligations who will build it, how it would be reimbursed, the cost and designation of some of the uses that are important for the project and the build out of Neighborhood Officer Program, and it sets forth the requirement for the leasing, marketing and construction of the shell. She advised $2,025,815 was allocated as part of the board's budget in 2021.2022 to build the shell, it is comprised of everything in the shell including the concrete floors will be poured after the tenant space is identified. Staff will work with Centennial. There are some restrictions on the CRA's ability to look at the commercial property association as a form as an integrated building. There will be residential and commercial side to it, and the first right of refusal to repurchase the property should Centennial decide to sell it in the future. Staff recommends rents hold at $22 a square foot for five years and then increase 3% for the next five years and after year 10, there will be no further rent restrictions. The Board, at its sole discretion, can decide if that number can be increased or decreased. It is an opportunity for local businesses to come into the space. The first rentals should be for local businesses. Elizabeth Rogue, Centennial Management, agreed with Ms. Shutt's statements. There were a few minor comments to the agreements, they are working through, but Ms. Shutt represented everything Centennial Managements feels should be in the agreement. Board Member Penserga noted one key priority was to ensure local businesses can open shops in their own neighborhood. He asked what was being done to accomplish that goal. Ms. Rogue explained they talked about a marketing campaign with the CRA to announce it to the community and start soliciting local residents, maybe current businesses may relocate or attract others locally who may be thinking about opening a business. That is on the first wave of businesses. Chair Grant noted there is a huge outdoor patio and thought the sit-down restaurant should go with it. He asked where the restaurant would go and learned Bay four is the larger space with the patio and Bay five would be a coffee or sandwich shop. They are on the walkway to the parking lot. Further discussion followed about restaurants and the bays. It could accommodate 7 businesses out of 8 bays. Chair Grant also wanted to see something with the non- 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 profits to help the community. The total square footage is 8,220 or 50 square feet in total. They can adjust the dividing line, change the configuration as needed and be ready for the build out and move them in when residents move it. Board Member Penserga questioned how Centennial arrived with the $22 per square foot and asked if it was a reasonable number for a small business. Chair Grant noted it was in comparison to other surrounding rents. He understood the going rate on Atlantic Avenue was almost $100 per square foot. Ms. Shutt explained most of these are from grant recipients as they have to say how much rent. They have the program to subsidize 50% of rent through the program or improvement needs for tenants later on. In general, they are average. Salons may need more water and sewer than a retail or sandwich shop. On average, they are seeing from $25 to $40 per square feet in the Boynton Beach downtown area, east of 95. Lake Worth may be a little more and Delray is a lot more. Delray was $22 per square foot 10 years ago and now is at $60 to $100. Ms. Roque explained nothing was solidified except for restaurant spaces as certain equipment is needed that requires permitting. They did speak about the Police station on the outparcel. Chair Grant asked if there were any other Community Benefits with this agreement with local hiring. Ms. Shutt explained it was part of the Purchase and Development Agreement. Ms. Roque explained they will start their first job fair. They just solidified their first contractors. It will be advantageous to the local community to see if the subcontractors can hire local people. They still have electricians and a plumber from Boynton Beach was hired again. They will hold two job fairs. Ms. Shutt explained they forwarded some names from the BTR receipts the CRA Staff receives. Motion Board Member Penserga moved to approve. Vice Chair Hay seconded the motion. Board Member Romelus did not remember seeing the site plan prior to the meeting and questioned why the ingress/egress is next to Seacrest instead of the center. Ms. Roque explained she was looking at the north parcel and thee is a north and south parcel. Ms. Shutt explained they will finalize the agreement and bring it back for Board approval before the next meeting John McNally, Director, ITS, opened online Public Comment. Ernest Mignoli, 710 NE 7t" Street, commented when he comes to the meetings, there is very little paperwork. He stated everything on the screens should be handouts on the table, so people who understand construction can be involved. He was involved with development all over the world and almost all municipalities have models. They bring in a big table so people can visually see it. He likes to let the CRA Board know there is 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 very little public participation especially with CRA's because no one knows what is going on. He is pretty experienced but he has difficulty understanding and thought it makes no sense. Then the Board makes a statement and a lot of the units will be for people who work in the complex. Someone gets a job and three weeks later they quit. He did not think it is a give back. He does not hear anything from this project It will be a lot of traffic, pollution, density and crime, and be just another billionaire project that comes into town and clutters up a highway trying to make Boynton Beach like Delray Beach. Every time you come in, everyone is from Miami or Delray. No one else coming forward, Public Comment was closed. Vote The motion passed unanimously. Board Member Katz wanted to amend the agenda to allow Marina representatives to speak sooner. He requested to add Old Business Item F subsequent to these items or after public comment and that item that was after public comment. Chair Grant had no objections and requested including 16 G after 16 E and F. Motion Board Member Romelus so moved. Vice Chair Hay seconded the motion. The motion passed unanimously. 16 E. Consideration of a Second Amendment to the Purchase and Development Agreement to delete the Flex Space for a New Neighborhood Officer Program Office in the Ocean Breeze East Project (Heard out of Order) Ms. Shutt explained on October 12th, the Board directed staff to work with Centennial on the Ocean Breeze East apartments on the cost of the improvements for the flex space. The estimate was $165,718, which was not budgeted because they thought it would be where the NOP would be. Staff feels unless there is a tenant that is there, they not proceed with construction, maybe set aside funding for this and work with Centennial on marketing to find someone for the space. The CRA can only pay for improvements like they would with the grants, but they itemized project costs, attributed to this, one of which is a design fee. She commented $15K can be allocated. It's a smaller space so there is not a lot of information technology work needed. If they allocate $50K for the tenant build out this year. She hoped some funds could be allocated or next year. She thought out of the $60K in funds, they could reduce it to $100K. Ms. Shutt suggested allocating $65K in this year's budget and make a budget amendment to 21/22 fiscal year. Motion 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Vice Chair Hay moved to approve. Board Member Katz seconded the motion. Centennial was agreeable to the item. Ms. Shutt explained they have to amend the Development Agreement. Attorney Duhy explained there is a draft amendment included so the motion should be to approve the amendment to the Ocean Breeze East TERFA. Vice Chair Hay amended his motion. Board Member Katz amended his second. Ernest Mignoli, 710 NW 7th Street, stated he made public comments and the Board passed something unanimously and the Board is now talking about something else and getting ready to vote, likely unanimously. He asked how is it possible for anyone in the public to remotely understand what is occurring. He cannot figure out what they are doing except they all get along very well. Mr. Mignoli thought it was called conflict. Board Member Katz thought it was cooperation. Mr. Mignoli asked Board Member Katz to take his mask off and noted everyone on the CRA Advisory Board was hugging, kissing, and did not wear masks. He thinks they shroud the item in an untenable meeting. He would love to debate Board Member Katz and he thought the Board was badly conflicted and Boynton Beach is developing in a very conflicted way. He commented the only good thing is the Mayor is termed out and was going to Broward or Date to run for Senator and the residents were stuck with the rest of the Board Board Member Katz and Board Member Romelus were also termed out, which he thought was good. No one else coming forward, Public Comment was closed. Vote The motion passed unanimously 16 F. Review of Marina Parking Management - Rules and Regulations (Heard out of Order) Theresa Utterback, Development Service Manager explained staff has been monitoring the Marina Parking and is going well. The last round staff was asked to monitor load and extend the morning loading and unloading to 30 minutes and in afternoon to 15 minutes. It has worked out well. The backup shows who did not conform and the Board can impose a fine to anyone staying more than the 15 minutes. The afternoon has been more problematic. Chair Grant noted Splashdown is a bigger boat. They have more diverse and they have to treat all tenants equally. Chair Grant suggested not charging the same fees as with the Beach or Harvey Oyer Boat Ramp Park He thought maybe 25 cents a minute was a good place to start. The next Board could determine if it the fine needs to be higher or lower. Vice Chair Hay agreed, but thought they should feel it. There are only two lanes and when someone it taking more time, they are holding up someone else. He did not want to go that low. He thought $1 a minute. Other docks charge more than that. 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Chair Grant understood, he thought for the afternoons, if they have a limit of 15 minutes and there are 16 people, they should have 16 minutes to get off the boat with equipment. He feels dive boats are different, but must be treated equally. He suggested a 50-cent fine and bump it up next year. Motion Board Member Katz so moved. Vice Chair Hay seconded the motion. Chair Grant opened public comment. There was no one online. Ernest Mignoli, 710 NE 7th, bought a home there last October and stated it is a nice municipality, he hoped it would be a lot nicer next year after March. He had no idea what they are talking about with Boats and docking. He asked if they were talking about a Marina, a bar on the Intracoastal, a canal. He asked what the Board was charging money for. Mr. Mignoli thought the Chair could sit up there and make deals, when the public does not know what they are talking about. He asked if it was a parking garage, or lot, if it was on Federal on Ocean Avenue. Ms. Shutt explained the CRA owns a portion of the Boynton Harbor Marina. They lease 18 slips to encourage and support the Marina Industry. It is a public space. Vote The motion passed unanimously. 16 G Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue Ms. Shutt commented this item is often referred to as the Oyer property. It is adjacent to 115 N. Federal Highway assemblage. Staff was conducting due diligence on the purchase. The Board has to consider three business decisions as this is the last meeting before the inspection period ends The Board is purchasing the property from Mr. Oyer for $3.6M. The CRA obtained a loan commitment and will close, however, there are critical repairs with cracks that need to be addressed at 529, and 511 has life safety issues with the second means of egress on the residential building. There were also unpermitted items. When the CRA assumes ownership, they will have to address them as they are a liability issue. Currently there are $15K a month in.rental revenue for the five commercial spaces and five residential units. Only three residential units are occupied and there are four commercial tenants, two are on the second floor of the 529 E. Ocean Avenue building. The commercial tenants are Macoviak Insurance, Hurricane Alley, a marketing firm and FTC, which is a GIS engineering firm. With the information provided by the owner, operating costs are about $3K. the revenue is $15K including the three residential units 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 on the second floor, but there are normal maintenance and repair possibilities associated with an older building. The long-term cost to operate the building. Should they not have a builder online for assemblage of 115 N. Federal Highway. There are repairs and upgrades that may need to be done in the next year or two that need to be addressed at an unknown cost if the CRA puts new tenants in there, especially the FSB clothing store, which is non-conforming and cannot be vested. Staff listed all the inspection results that amounts to about $80K. There is an active termite infestation. The treatment cost is $12K. There is a cost in the interruption to the businesses in the 529 building that should be considered. There are other repair costs that need immediate attention. She noted it is an older building in fair shape, but there are unexpected costs they do not know about, especially without a structural analysis. Chair Grant noted staff was given direction not to issue any new leases. If purchased, the CRA can use the existing leases and let current tenants know there are life safety issues, but it is well within the risk that they have as a government agency and understanding these are older buildings. If we do not move forward now, there are aspects of the RFP/RFQ would have to change as they could not be part of the presentation and the RFP/RFQ would have to be reissued. Attorney Duhy differed and stated the CRA did not represent that they own them, they were to give them the option to include those properties in any proposal. The RFP would still hold. Most developers included the property in their project. Attorney Duhy explained November 12 is the expiration of the feasibility period. Until that time, the CRA can terminate and receive its full deposit back. If the feasibility period expires and they do not terminate the agreement; the full deposit will be payable to the seller and be non-refundable. Board Member Romelus asked if the CRA can figure out if the crack is structural or only a fagade crack prior to Friday. Ms. Shutt responded they could not. It was possible it was not structural, but it was visually identified by the structural inspector and the building official. Board Member Romelus asked if those amounts could be deducted from the final sale price because the CRA has to pay. Ms. Shutt stated they can request it from Mr. Oyer. Attorney Duhy explained the contract is to purchase the building as is, s it would only be a request. Board Member Romelus wanted to request it of Mr. Oyer as they are paying above market value. Board Member Katz supported the request as well. The sale price included a small percent escalation beyond market rate. He thought it was a fair trade. Harvey Oyer explained the CRA is not paying above market value, it is below market rate. The appraisal used was over a year old. He commented they had this discussion, and the Board did not want any leases removed so they can tear the building down. Then the CRA is given a list of repairs that should be fixed or paid for. He pointed out the Board forced them not to renew the leases, and he asked the point of making repairs if they will demolish the building. He contended the CRA is not underwriting this on the value of this as an ongoing concern because they would demolish the building. 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Board Member Penserga commented the intention long term is to redevelop the land, but in the interim they are legally liable to the tenants there and it puts the CRA in a difficult position. Mr. Oyer agreed and stated he tried to make that point, when the Board prohibited Mr. Oyer to enter into new leases. The CRA will have an interim period, should the CRA close on the property, where they will be a landlord, but it made no sense they did not renew the leases. Most of the items on the list are grandfathered and the CRA is not required to put in additional access points, only if building today or changing the use or occupancy. He advised most of the items are not required under the Code. The four corners of the building are solid. Two of the three buildings are CBS and all three have roofs under two years old with warranties. The structural issues are not in question. Board Member Penserga commented it is clearly labeled as critical structural life and safety repairs. He thought it had to be addressed. He asked if this has been known or just recently discovered. Mr. Oyer noted the front page is titled critical structural repairs and it lists a second means of egress is needed. Mr. Oyer explained it is grandfathered in and there are cracks in an interior wall and unpermitted improvements of a tiki hut. Mr. Oyer explained a tenant should have had a permit for the tiki hut, and any home in the community has cracks. It is exaggerated. Board Member Romelus thought with any purchase and sale and there are negotiations. She is asking if there are seller concessions. She thought these are expensive repairs that have to be made for the tenants in the future until they decide to tear the building down. She listed the cost of the repairs. She requested Mr. Oyer meet them in the middle and reduce the price or give a counter or an agreement in good faith that expenses are paid if the CRA does not buy it. If the CRA does not purchase the property, Mr. Oyer will have to make repairs. Mr. Oyer commented as a reminder the purchase is as is, it is below appraised value with closing to occur by the end of the year. He has no authority to bind the shareholders. He is trying to help redevelop the entire block. His vote would be no as they are underselling it. He did not think his sisters would agree to the repairs. Board Member Katz asked when the second-floor leases would end. Ms. Shutt explained the three residential units end in January. The two leases for the Marketing firm and BGI firm have a year, but they do have the 90-day notification to vacate. The egress to the second floor would be alleviated by not renewing the leases and the second floor would be unoccupied. Ms. Shutt explained if there are no improvements or a change in use for those tenants' spaces, they can remain forever, but if there is a certain percentage there are ADA requirements that would be needed. There was discussion of egress and he stairwells. Board Member Katz there are short term solutions for the concern for safety and a long-term solution if they did not move forward with redevelopment in a timely fashion, they would determine how to address the issue and would do so without disrupting any of the tenants. 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Chair Grant opened public comment. Ernest Mignoli, 710 NE 7th Street, stated since he came here, he was always enamored by the corner and was aware the building is nearly 100 years old. He commented any building in any sale requires a certified independent structural engineering report; not a recertification. With his building, they bought in a friend who said it was fine. He advised you cannot do what you are doing or apply what was done 70 years ago as it is not life safety safe. He thought the site was such a critical corner, he thought the Board should wait on the whole thing until after March for a new Board to be seated. He advised the Board was over developing the street. He thought the Board should let a private owner sell the land, and let a developer come in. He questioned why the CRA was involved and proffered it was because Board wants to develop it the way the Board wants and not the residents. It should not be a hot spot. It should be a family spot. Board Member Katz advised he has always said other than being careful with Hurricane Alley, the other tenants have leases that will expire, and the offices are essential. He asked what part of the structure to the west of Hurricane Alley could be taken down subsequent to the lease being addressed leaving Hurricane Alley as the only thing left to continue operating. He asked if the other two structures to the west be demolished as most of it will come down anyway. It would provide the least disruption and the least cost. Ms. Shutt suggested just not occupying the space which is the easiest for the short term. Tenants can relocate themselves as the space will not be active. To surgically demolish the building will still be a disruption to Hurricane Alley. The unpermitted structures must be made right although there is no running water to the bar or they can stop using it as a bar. The gravel has to be paid and these are things that are not critical, but are a concern. Mr. Oyer agreed the safer way is demolish two buildings and leave the two western buildings and to address the tiki hut. Board Member Katz would proceed with it because of the implications of not proceeding with it and they made their efforts. Mr. Oyer reiterated their biggest concern is Hurricane Alley. He understands that some of the developers contemplate building a new space, leave her where she is. Let someone build a space, let her stay where she is and then move her once and then demo the building. Board Member Katz agreed and asked they direct staff to contact the City and Ms. Kelley to review and reach out about minor compliance issues. Hopefully it will not cause a disruption. Chair Grant requested a motion to move forward with the purchase in light of the feasibility studies the Board received tonight. Motion 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Board Member Katz moved to approve. Board Member Romelus seconded the motion. There were no online comments. 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 Attorney Duhy stated in October, they had discussion with developer of the Ocean One Boynton project regarding the commencement of construction of the public plaza. CRA Board Counsel Kathryn Rossmell sent a letter to Attorney Bonnie Miskel at the direction of the Board in October, to either extend the construction period of two years for consideration of$20K or paying $100K or make some offer to buy out that provision. Today, they received a response indicating Ocean One would chose Option One. The letter is before the Board which Attorney Duhy read as follows: "On behalf of land owner of 114222 N. Federal Highway, ocean one Boynton LLC, thank you for your letter outlining the option of the status of the construction of the public plaza pursuant to the Purchase and Development agreement dated January 16, 2018. The landowner is choosing Option one and will pay $20,000 within five business days from the date of this letter for an extension to commence construction of the public plaza from the original expiration date, creating a new deadline of March 9, 2023. This letter will serve to establish that extension of the deadline upon receipt of the $20K. This letter will also confirm that if both current of future land owner pull a permit, (and Attorney Duhy stated she has confirmed with Ms. Miskel that that is a building or engineering permit) by March 9, 2023 for either A, a new site plan for the entire 3.4 acre site; or B, the site plan consisting of 231 units approved on April 4, 2017; or C: commence construction of the public plaza on March 9, 2023, the Boynton Beach CRA will deem the construction requirements of the previous paragraph satisfied and release any and all restrictions on the deed as referenced in the agreement." It was clarified commencement of construction means pulling and proceeding with construction with all due diligence. Chair Grant was concerned about the deadline to commence construction for option C as there is no deadline. Attorney Duhy explained the party has to begin construction by March 9, 2023. Chair Grant noted it is not a Certificate of Occupancy as no one is occupying the location. he asked when do they have construction of a public plaza as agreed-to in the original agreement. He asked what is fair amount of time for completion of construction. Ms. Shutt thought it would be about nine months as it is an outdoor space and it only pertains to sidewalk, tree plantings, irrigation and lighting. Chair Grant recommended if the project goes for more than nine months, it constitutes a default. Attorney Duhy stated she can add a sentence to the letter requiring completion of construction within nine months. 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Attorney Bonnie Miskel, confirmed itonly applies to paragraph C and thought it was acceptable. A motion to approve the terms of the letter with the amendment as stated and authorization for Ms. Shutt to execute it was requested. Motion Board Member Romelus so moved. Vice Chair Hay seconded the motion. The motion passed unanimously. . Ernest Mignoli, 710 NE 7t" Street, had the same comments. Every time the Board is before the public, there is talk with a lot of developers, lawyers, business people and residents, it always seems to go the wrong way and nothing can be done. He asked why the City Attorney's law firm from Broward county is always so influential of things that come in Boynton Beach. He asked why the City does not have local attorneys representing the City and the residents instead of Broward and Dade individuals. It made no sense to him and it is turning Boynton Beach into Broward and Dade County. He thought when one Board member makes a good point and it puts a damper on something, another Board member says they will accept it. He noted there is a CRA Board, and a CRA Advisory Board, and he thought one member of CRA Advisory Board was seated on the CRA Board, and wondered why everyone does not see the matter as conflicted. He asked why, on these corners and development, 500 residents were not present. If it was in the Mayor's neighborhood he would show up. He noted no one was present. The development is drastic and the public cannot stop anything and the Board will term out and they are left with this mess. Vote The motion passed unanimously. 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Board Member Katz spoke to representatives from Centennial Management Board Member Romelus spoke with Brian Fitzpatrick. Board Member Penserga spoke with Attorney Bonnie Miskel, Kim Kelly, he attended the Downtown Business Coalition, the other day and Elizabeth Swezy and Mr. Oyer months ago. Vice Chair Hay spoke with Elizabeth Roque, Centennial Management and Kim Kelly. Chair Grant spoke with Brian Fitzpatrick, the Centennial Management Group, Harvey Oyer, Tim Collins, Ocean One and also attended the Downtown Business Coalition meeting. 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 8. Announcements and Awards A. Florida Redevelopment Association (FRA) 2021 Roy F. Kenzie Awards (Board Member Penserga left the dais at 7:05 p.m.) Ms. Shutt announced the CRA received an outstanding residential award, which was a very competitive award, for the Ocean Breeze East project by Centennial. They found the reason for the award was they were able to be flexible in their development options and financing of the 123 Low income housing rental projects, which was constructed in 11 months and fully occupied in 11 months during the pandemic. The CRA was well represented by three CRA Advisory Board members who will make a presentation to the Board next month. v B. The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Project Recap Mercedes Coppin, Business Promotions and Events Manager, had a power point presentation about the event. The event was held Halloween weekend. (Board Member Penserga returned to the dais at 7:07 p.m.) It attracted thousands of people and staff received great feedback. Attendees were encouraged to participate in a short feedback survey. Staff learned 54% of the attendees were first time attendees and 46% were returning. There were 405 surveys completed through Survey Monkey. Forty three percent of the attendees were from Boynton Beach; 34% were from Palm Beach County; and 18% outside the county and 5% were from out of state. There were a variety of business promotions. In addition to businesses located along E. Ocean Avenue, there were 13 CRA businesses from the CRA area that participated. All of the businesses involved participated in the Treasure Hunt. The event featured all the craft beer from all three breweries and they were happy to work with Due South one last time for their signature beer the "Pirate's Rebellion." It was a heavily marketed event. Visuals of the various advertisements were viewed. Board Member Romelus noted this was the first CRA since COVID and in the new downtown. She gave kudos to staff and commented this event was the best event yet. Ms. Shutt agreed with Board Member Romelus and noted staff only had 10 weeks to prepare and not the entire summer. Vice Chair Hay agreed with Board Member Romelus comments. Ms. Coppin was waiting on the attendance tally from the company, Live Gauge. Board Member Katz also agreed and stated areas on the Avenue that were vacant in the past were filling in and he thanked staff for their efforts on behalf of the residents. Chair Grant also agreed. Ms. Coppin recognized Ms. Shutt and Ms. Roberts and Mr. Hussain for their support. Board Member Katz noted each year in District 1, the event has a giant banner on the hotel at the entrance to 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Renaissance Commons, and in the past, the Mayor dressed up. He mentioned his second or third place award in the costume contest. He suggested, if the Mayor is willing to dress up, they should commission a banner of him. 9. Information Only A. Public Comment Log B. Public Relations Articles Associated with the CRA 10. Public Comments Ernest Mignol1, 710 NE 7th Street, thought it was fantastic and never saw more alcohol and more places encouraging him to try medical marijuana. He congratulated the CRA for letting all these little kids see what he believes is an abuse of alcohol and promotion of THC vaping. He did not know what the CRA was proud of. He did not like the guy sticking fire in his mouth and thought children should not see something like that. He asked why the Board was joking now about the costume the outgoing Mayor wore. His comment is about the CRA Advisory Board and CRA Board and how the CRA excludes the public. He tries to study each development and case, and thought Broward and Dade are taking over Boynton. Where he came from in New Jersey many developers are heading to Broward and Dade and some of the overflow heard about Boynton and are heading to Boynton Beach. Every time he comes in, the Board talks about making Boynton Beach a hot spot. He did not think a hot spot was good for kids. No one else coming forward, Public Comments was closed. 11. CRA Advisory Board A. 2022 CRA Advisory Board Meeting Dates Ms. Shutt advised the CRA Advisory Board approved the dates. They do not conflict with holidays. B. Pending Assignments C. Reports on Pending Assignments 1. CRA AB November 4, 2021 Results of the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project RFP/RFQ Proposers' Presentation Ms. Shutt explained the video is uploaded and the presentations are available on the CRA website. There were five Respondents and the CRA Board will hear the presentations on November 30th at 5:30 p.m. On the 30th, the CRA financial Analyst Proposals would be available to discuss the metrics on the different offers from the Respondents. It will be available in the Board Packet for November 30th and the staff 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 results as well. The proposals will be available to the public after November 19th as a public records request. Staff will try to send the information electronically. Board Member Katz stated each application that will be made available digitally, if printed exceeded 800 to 1,000 pages each. The total was 1,100 pages scanned for the CRA Advisory Board, but there are documents that are exempt. Vice Chair Hay understood a lot of those presentations were very long. Ms. Shutt recommend 20 minutes for the presenters and 20 minutes for Board questions and public comments questions, and a total of 45 minutes. The presentations should be over at 9:15 p.m. 12. Consent Agenda A. Approval of CRA Board Meeting Minutes - October 12, 2021 B. CRA Financial Report Period Ending October 31, 2021 C. Approval of 2022 CRA Board Meeting Dates D. Approval of Increase in the Commercial Property Improvement Grant Funding in the Amount of$2,368.00 for Stevo, Inc. d/b/a CK's Lockshop & Security Center located at 301 SE 4th Street, Boynton Beach, FL 33435 13. Pulled Consent Agenda Items - none Motion Board Member Katz moved to approve the Consent Agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. 14. CRA Projects in Progress A. Social Media Update Renee Roberts, Social Media and Communications Specialist, stated in October they shared posts to encourage people to shop and dine locally. Posts to promote Driftwood and Hurricane Alley and Sol Oasis and Troy's BBQ, and also a post to promote the CRA Administrative Assistant job opening and staff used the CRA pages to promote the 10th Annual Pirates Fest. Two posts promoted Due South and the Hampton Inn, which were two sponsors of the event and there were ads encouraging patronage to some local businesses, the Boardwalk Italian Ice and the Butcher and the Bar during the events. B. CRA Economic & Business Development Grant Program Update 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Ms. Shutt explained the CRA only awarded $21K, but they have some projects in the pipeline. They are encouraging staff to contact business on the Business Tax Receipt list to inform them of the grants C. Palm Beach County Housing Authority Auction of the Cherry Hill Lots Update Ms. Shutt explained there is one property adjacent to CRA property. The Housing Authority has exercised their 30-day delay. They need final clearance from HUD and Staff will report back to the Board as to owners of who won the bids that defaulted. The Board should know by the next CRA meeting. Chair Grant inquired if the authorization for Ms. Shutt to move forward with an acquisition would continue on through the HUD process to individuals who have defaulted. Attorney Duhy recommended affirming the ability of the executive director to bid on other lots that may be made available. Board Member Penserga and Romelus agreed as long as the cost of the land is within reason. Vice Chair Hay agreed. He asked how long those funds before the funds could be set aside for those properties, or if they can use the funds for something else and learned staff will report back, but would most likely know by the next meeting. There are still ARPA funds available. Board Member Romelus was displeased with the outcome of the Housing Authority process and had requested some items from Ms. Shutt. She wanted the five-year plan the Housing Authority Board submitted to the County and the contact information for each board member, who they report to in terms of State or federal government and any other pertinent information about their roles on this board with tax dollars. She thought the actions taken by the Housing Authority Board was not conducive to any type of affordable housing and wanted to voice her concerns to the pertinent person. Chair Grant commented the Housing Authority has public meetings in West Palm Beach. The Palm Beach County Housing Authority gets federal funding for a Board appointed by the Governor with the budget approved by the County. The County rubber stamps it to get the money. The Board is only accountable to the governor. Board Member Romelus thought it was egregious $30M was spent on impact fees and only $1.8M came back to the City. She thought it was an affront to the City. She thought it was the Board's right and duty to say something and stand against individuals who are not doing their appointed duties. It may not go anywhere, but it would air her frustration with the process and the lack of action on the part of the Housing Authority towards the City. Vice Chair Hay agreed with Board Member Romelus. He thought the Boar could speak to the Executive Director and Legal. He thought the County would want fair and affordable housing. It appears the property goes to the highest bidder on the developer side. If you work with the individual cities they would not set the opening bid high and it appears the motive was the money as opposed to rather than providing affordable housing and other benefits to the 39 municipalities within Palm Beach County. He would like to have their day in court to discuss this with the Housing 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Authority and find out where they are gong with this. He found it unacceptable. Many of the bidders who got the properties, are backtracking. He wants to ascertain more information and get clarity of where they are going. Board Member Romelus noted many of the bidders who won properties are approaching the properties to the CRA, Cities and Habitat for Humanity because they realize the price was too much for the lots, and are trying to pass them off on the CRA. It this would have been done properly this would not have occurred, and now there are owners of land who have no intention of doing anything with the lots that are stuck with the property which may now remain vacant, contributing to slum and blight for the next 20 years. Board Member Katz supported Board Member Romelus's comments and shared her frustration. His solution and whatever communication the Board may draft is to support whatever funds the HUD made on the sale of the properties, be spent on affordable and workforce housing it in Boynton Beach. The Housing Authority has a pile of money derived from properties that were supposed to be used for affordable and work force housing, return to the City. He suggested lobbying the County Commission and acknowledge the Housing Authority did nothing. They made profit on property but did nothing for housing. Board Member Romelus agreed. Board Member Penserga also supported Board Member Romelus's comments. Motion Board Member Romelus requested drafting a separate memo to be - signed by the Board expressing the Board's sentiments and Board Member Katz's suggestions. Attorney Duhy agreed the Board had sent correspondence in the past, but explained this would be different as the letter would come from the Board. It would be signed by each member. In the past, they had legal questions, but the appropriate would be for the Board sign it. Attorney Duhy will work with the Executive Director. They would tally the total revenue from the property sold, including the one they purchased, and make a request the Housing Authority spend it in Boynton Beach. She will draft it for the Board Members' signature and it would be circulated to the members before execution. Vice Chair Hay accepted the suggestion. The motion passed unanimously. D. 2021 Holiday Boat Parade Update Ms. Coppin gave an update. Since October, she contacted City neighbors Hypoluxo, Lake Worth and Manalapan. She heard back from Hypoluxo a few weeks ago and they have $2K to contribute to move forward with the parade. The route would begin just south of the Old Key Lime house to just south of the George Bush Bridge in Delray Beach. She got a call from the Police Chief in Lantana interested in as well, but they have no funds but can provide police escort for the flotilla and public safety aid. Chair Grant would accept in-kind services from the Lantana Police as did Vice Chair Hay and Board Member Romelus. The parade previously extended to the C-15 Canal, south of Linton. She spoke with Marine Patrol from the Boynton Beach Police Department and just prior to George Bush Bridge would be a good place to stop as there is room to turn 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 around. The parade would extend from Ocean Avenue to Ocean Avenue and south. There was no response from Manalapan. Delray Beach inquired about the parade route and was informed the parade would end prior to entering Delray Beach. Motion Board Member Romelus moved to accept the in-kind donation and monetary donation from Hypoluxo and Lantana and alter the route accordingly. Vice Chair Hay seconded the motion. The motion passed unanimously. 15. Public Hearing 16. Old Business A. Discussion and Consideration of a Commercial Development Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project This item was addressed earlier in the meeting. B. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC Ms. Shutt announced at the last meeting there were some items and the draft purchase and development agreement to finalize. The CRA has not received any comments on the project. There was a late submission, but staff has not looked at the documents sent late last Thursday. It has been three months. Staff still has reservations for the developer to undertake the project in the allotted time as it is not their skill set and it is their first single family development. Staff does not see any movement in this project. Board Member Katz stated in the run up to this and other meetings, he held back his concerns so that by the time the final agreement was ready, the terms would have been worked out. Board Member Katz advised he will withdraw his support. In their desire to get a project signed, he did not want to be stuck in a three, four, or five-year situation. Similar projects from this firm have not panned out. He would vote in favor of a pause for a couple of months and let the new Board revisit it. It is not so big a project they cannot find someone else. Board Member Penserga agreed. In August, staff recommended termination, and since then, staff requested documents over and over again, which concerned him. Information was requested many times, and when staff recommended negotiations, they gave him a chance. When he looked at their proposal, there was no evidence of single-family home construction. He had asked Ms. Shutt to look at their previous work. Last 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 month, staff visited some of the sample sites in Pompano and Davie. The project was an 11-unit multi-family rental, that occurred in 2017. After talking to Pompano staff, there were rezoning issues the first year, and they received their building permit in July 2020. Currently, half of the buildings are under construction, but none completed. This was 11 out of 80 units from the Pompano CRRA. When staff conducted a site visit at Davie, there were three or four sites and one building was constructed. This was presented to the board as a handout last month. Things are slow in coming. Board Member Penserga viewed images and when he saw the pictures, he went to the office and recalled when staff recommended termination. He read from the meeting backup and thought there was a risk they may take as long and noted there were issues with the reverter clause. There were too many things, and he was uncomfortable moving forward. Chair Grant requested Mr. Gotsman address the projects from the other projects. Azure Equities was not the contractor, they were the developers. He also asked Mr. Gotsman to explain the lateness with the submittal and how he planned to proceed. Franck Gotsman, Azure Equities, stated there were issues with the buildings in Pompano in terms of this particular and others have been completed, such as Holiday Park and Hollywood. They are working on several projects and they are talking the one with difficulties, mostly because the CRA provided land to develop 11 projects when it would only accommodate eight units. It took them more than two years to take the steps to complete the project. As for the core business, they have different partners they work with and for the Boynton project, they would use Randolph Construction who is well known in the area. They have been asked to respond to a lot of very detailed questions. The price of windows went up 20% last month and steel is increasing 15% this month. They are being put in a corner by having to keep finalizing the design and the architects have to keep reworking the projects. They are finalizing construction documents before having a development agreement, which is not the usual way to proceed. They should sit down, show the plan and work on it. They want to be sure they can actually provide the product. If he says he will build at a certain price, he needs to be able. Telling him the house has to be exactly in this specification and that price two years from now is nearly impossible. He needs to have some kind of reservation and he needs to be able to work. If they need to maintain that price, they need to make changes to the house. He has nothing to do with the increases in building materials. Randolph construction can say what is happening during the last few months. Recently another project came in and asked for another $51VI financing for the project. The margin on low income housing is minimal. There is risk and a 10% increase for steel or anything else, they would be upside. They are trying to make a commitment, but asking what size the window is hard to answer if they do not have the flexibility and they have to be able to work to make the numbers work. The keep being asked to provide answers and have provided more and more plans. They are committing $2M to build those homes and prepare a site plan for 40 homes. If there is a problem, they will not get that money back. The infrastructure they will install land the 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 land that is donated is for the homeowners. The more they ask to provide specific details of every little line item, it makes it hard to respond expeditiously. Vice Chair Hay asked if Azure had experience with single-family homes and learned they do, but not as a core business. They do mostly rental and large community projects. When asked what the challenge is to provide the documents and learned it was only pricing. Vice Chair Hay commented the Executive Director requested the documents. Mr. Gotsman explained these are the plan. They want detailed plans exactly what they will build two years from now once they get planning and zoning and land development approvals, and they are ready to sell the homes and build them at a certain price. Mr. Gotsman stated he provided Ms. Shutt with the best they can. Board Member Romelus stated they have been working through this for several months. Part of the delay has been because of staff. The Board approved the site plan, Development staff told him to do it a different way, and it had to come back to the Board and they had to tell staff what they approved and they wanted it this way. Some of this delay is not due to Mr. Gotsman's incompetence. She was familiar with Randolph's work. What is the issue of what they see they are asking that they are not getting from the developer. She stated the issues have been caused by staff. She would not want to go back to the drawing board if they already have a willing developer with an experienced team and even if Mr. Gotsman has not, Randolph homes has and his team has experience. Board Member Romelus asked Ms. Shutt what the issue was that makes them think there is something wrong. Ms. Shutt responded she has worked with Randolph and produced units in record time. She explained the ability to perform is based on the developer's experience, financial capability and the product he is familiar with and marketing, selling and building. In the beginning, there was back and forth because this was not a product Azure was familiar with. Ms. Shutt's acknowledged Mr. Gotsman did coordinate a lot. The issue she has is it has taken since October 18th, to deliver all the revised development agreement to Mr. Gotsman. They requested Azure provide elevations and she added the CRA has not asked for window information and specifics. There were issues in January with development staff comments, but that was ironed out by May and from May to now, they are still asking for comments to the Development agreement which was delivered to Mr. Gotsman October 21St. This is a new submittal in congruence with what they were speaking to. It is unreasonable for staff to sit and look at it. They have asked for this before Pirate Fest and it is a burden to staff to go through this and work with Mr. Gotsman. She has reached out to him after every board meeting. It is not what Ms. Shutt wants. It is what he is able to sell, build and absorb. That is the issue. She is uncomfortable that he is uncomfortable. If he has builders and income qualifiers on his team it is great, but he did commit to 25% of his construction. They always asked what was his proposal, not the CRA's and. how comfortable are they with what he has provided. They are willing to work with everyone. They need his comments for the agreement. The Board wants to see everything to ensure all know how the project is laid out and the steps. The details are meant to help him when he goes to City staff for approval to make sure his models match to some extent the conceptual plans given to the CRA Board. 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Mr. Gotsman responded the rendering and elevation are the same since the beginning conceptually, and the last image was concept of the second townhouse model E. They have color charts and all they are planning to build. When they ask for more information, he cannot provide the information. If they want an elevation to exactly match the plan and know exactly what the product would look at, the architect has to finalize the elevation. They are not at that stage yet. They worked on the site plan because one remark they received was the rendering does not look exactly like the floor plan. Mr. Gotsman said it would not because the rendering is conceptual and things will be adjusted. This usually happens during planning and zoning and development order phases, not during negotiations on the conceptual plan for the entire site. When asking a question, he cannot answer its his architect. They have been working conceptually because that is where they are supposed to be, not at a point of a complete elevation. They have several models. The homes are inspired by the homes they are building, but are not that exact home. When the CRA ask him for something today and he has 10 days to respond, it is difficult for the architect to review everything in 10 days. In terms of a Development Agreement, they were fine. They had a few notes they discussed last time and staff sent a few notes of minor changes, and they are fine with what they have right now, but he questioned if they had to finalize the models they are going to build 16 months from now. Board Member Romelus queried how much change potentially could occur with what Mr. Gotsman was saying. She understood at this point in the process, it would be more of a conceptual process and as they get closer to actual build-out and going to planning and zoning, they get a more detailed rendering. Mr. Gotsman agreed. Ms. Shutt explained it should be relatively known information when someone looks at the renderings, square feet, how many bedrooms and bathrooms, if there is a garage. They are simple questions that should be in the development package. Mr. Gotsman has to develop that through this time, and it takes time to know what product works and what sells. That is the gist of the discussion. They are developing now and she did not want them to develop this now until Planning and Zoning approval because they will still have these questions as the details get worked out. They need Exhibit D to be incorporated into the development agreement. They need basic conceptual information, not construction plans. Chair Grant asked if the City Commission has to approve exhibit D. and learned they do not. It is in the Purchase and Development agreement to the CRA It will go to Planning and Development for the IPUD, and staff review and have more details but not to the extent of building construction. Attorney Duhy explained they always have a general sense of the project and it is incorporated as a term in the agreement to hold a developer in compliance with whatever the design parameters the Board feels is important. It is at the Board's discretion to determine what level of scrutiny they would like to have and include. That is the exhibit that is part of the legal documents to hold the developer in compliance to whatever the Board determines they need in the Exhibit. If it is square footage and not layout, it could be that, but as with other projects, such as MLK, they had site plans, renderings and a general sense of the project. It is at the Board's discretion, but it is part 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 of the agreement and part of something they use to enforce the Board's desire, whatever it may be, and that is where staff is coming from in terms of why it is being requested at this time. Board Member Romelus explained it gives further clarity in terms of what is wanted. Chair Grant commented Planning and Development has to approve the site plan and then the City Commission as part of the rezoning. He commented the City Commission has another opportunity to approve the site plan. Azure is the only one that stepped up and has continued to work with the CRA to build the project. In July 2021, the CRA bought the last property, and to say they now have to redesign it and they may purchase a property tonight adjacent to the cottage district and the Board may ask Azure to adjust it one more time. The CRA has moved the ball each time as the CRA keeps adding property. The developer oversees construction of the project. If Randolph can give more information on the construction so the CRA Board feels confident to sign the Purchase and Sale agreement with the current site plan, Planning and Zoning and the City Commission can make adjustments, and the project can move forward because if the CRA purchases another property or gives the property on First Street to the Cottage District, the plan would change. Affordable Housing in the City is the goal, but it is subsidized housing. The land they are giving the developer is the reduction of cost when they learned about the different impact fees and other charges that have to be paid associated with construction. If the developer does not pass the costs on to the consumer, it will affect their profit, they have to increase the price, or the government has to subsidize construction more. They will be removing 20 homes and building 40 homes. He supported a Purchase and Sale agreement with the design they have currently and if they need to amend the agreement to add land, it could be done later. Wayne Randolph with Randolph Construction stated he cannot speak specifically to Purchase and Development Agreement, but from a construction standpoint, they have been successfully building residential projects for almost 25 years. They built the Swinton Gardens project consisting of 11 single-family homes in five months. Specific to construction regarding pricing, he agreed with some of his comments regarding this will be the ultimate final end price a year or two now, it will be different and they do not know. He provided Mr. Gotsman with information regarding cost escalation in the last 12 months. If that is what he is being asked, he can say what is reasonable on Mr. Gotsman's perspective. He gets letters all the time about increase in materials costs. Some placed orders before November 15t, that is scheduled to be completed in February, but they cannot receive windows until March 16th. He understood those concerns. Some items are delayed. From a construction standpoint, this is residential construction, they have done this their entire career as part of what they do. He hoped the Board could find some sort of common ground that allows them to go forward. As to the local community benefits, the majority of his subcontractors are from the Boynton Beach area. Chair Grant commented the timeframe for materials is a huge factor with the deadline imposed on the developer. He did not think things would be less expensive in the near 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 future or the project would be built any time soon. If the developer wants the developer to provide an exact price point two years into the future, there must be that understanding. Chair Grant asked if Mr. Gotsman wanted to go through the current design and site plan to give a basic understanding of what they are approving tonight. Board Member Katz understood the issue and stated nothing can be said about the construction firm. He noted they made commitments to the Heart of Boynton and the Cottage District was the fourth project. He would like to move it forward, but did not want to move it forward in such a way it will be bogged down and failed and they have to buy their own property back from the bank at a premium with an unfinished project, through no fault of the construction firm. It not the soldiers building the house; it is the primary is the engine, it is the person saying whether they can or cannot based on the financials and their ability to run the project He appreciated the input. There was no intent to slight anyone. The project always had issues and they have not been worked out. He cannot support the project at this time and there are a million variable they cannot predict. To him they are not adequate answers. There was a November 4t" resubmittal as part of the backup. Mr. Gotsman commented their financial capability should not be in question. They are building Town Center in Northwood, 40 acres in Miami Gardens. He understood there may be concerns but there should not be concerns about financial abilities. Chair Grant looked at page 23, it discussed base pricing without the garage. Mr. Gotsman explained they tried to send as clear of a definition as possible with their different models. Chair Grant commented they have the financial information and design. He asked if the changes to the Purchase and Sale Agreement was fine. Ms. Shutt responded it was, but they need acknowledgement tonight that the tracked changes were fine with Mr. Gotsman. Chair Grant stated staff received that affirmation. The decision is to either approve the Purchase and Development agreement or issue another RFP. Azure is using between 80 and 140% of the Boynton Beach Average Median Income. Board Member Romelus could not support penalizing Azure for something happening outside of their control. She noted Centennial Management returned to the Board and the Board approved over $2M to close the gap for their construction cost. She asked if the Board was saying if there was a deviation of prices in two years the Board cannot afford to take that risk. She commented there have not been any other single-family developments in the City over the last 20 years. They have been building apartments and mixed use and now they have a once in a lifetime opportunity to build 40 single- family homes in District II and the prices are fluctuating. She was not okay with the thought of walking away from the development. What has been asked for has been delivered. She wanted to move it forward and residents in District II need community.. She believed they can still fix it and the developer can build it. Board Member Penserga thought this is not the way to proceed with a business transaction and he was uncomfortable hearing problem after problems with other cities. He thought it was not the best indicator to go forward. 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Vice Chair Hay stated he has gone down this road before of seeing people not presenting information on a timely basis. He did not like being handed things and having to vote on them. It does not sit well with him and there are a lot of red flags. He wants to ask if he opts to continue with Azure if they were locking themselves in they could reject the project down the road. He is familiar with Randolph and knows they can deliver. Attorney Duhy recommended if the Board wants to move forward, they not approve the agreement as she has not reviewed anything. She noted with the project pricing, there are asterisks saying the prices are based on current market conditions and may vary. She would want to bring back a recommendation for better language, but would need to discuss it with Mr. Gotsman. From a legal perspective, there are still questions, and she did not recommend voting on a document she has not reviewed. Vice Chair Hay wants the Board to do everything possible to move the project forward. Motion Board Member Romelus suggested tabling the item until Legal and the Executive Director review and bring back a recommendation. Vice Chair Hay so moved. Board Member Romelus seconded the motion. Chair Grant suggested Mr. Gotsman speak to the Board individually, and explain the current projects the CRA mentioned and other projects not mentioned. Randolph is not the contractor in Pompano. The motion passed unanimously. The Board is looking to have the contract by the end of the year. Chair Grant sought clarification by CRA staff and Legal. Documents need to be received by December 3rd. Ms. Shutt may have questions between staff and Legal Counsel on this document only. Final questions or comments will be decided on December 14tH Chair Grant recessed the meeting for a short break at 8:59 p.m. and reconvened the meeting at 9:00 p.m. C. Discussion and Consideration of Additional Letters of Intent Received for the CRA-Owned Property Located at 211 E. Ocean Avenue Ms. Shutt presented the item. There were four Letters of Intent (LOls) for the same property and with the neighbor, the Daghers, Brian Fitzpatrick, current entity FTC and Kim Kelly. Since that time, the only remaining letters of interest are FTC Group and the future agenda was the original letter of intent by Anthony Barber for a container restaurant concept at the historic Magnuson Property. The Board accepted the letter and issued a 30-day notice. The CRA then received four other LOI's. This meeting was to have the other LOI's and make a presentation so the Board can consider them and Mr. Barber's. 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Mr. Barton wants the CRA property for free and he will pay to renovate the house to an office as well as a GIS training facility. No other supplemental information requested was given. They asked for a site plan and a simple cost estimate which was not received. Mr. Barton is on line. Chair Grant asked if the CRA obtained appraisals for the properties to the north. Ms. Shutt stated they have not as staff was not directed to do so, but Mr. Fitzpatrick was present. Mr. Fitzpatrick requested the Board consider a $3.6M purchase for the 10 units to the north and he was working with the last condo unit owner. Chair Grant asked the Board what is the desire for the block, if should they offer funds to abutting property owners or start development on the Magnuson House. Board Member Katz was interested in adjacent properties, but he does not know what kind of financial position the CRA was in. They had discussed working on a loan for the Oyer properties and did not know if they can parley that to this property. He had no problem hearing about the Magnuson House and Mr. Barber. He did not see supporting GIS training on an important road in the downtown. He could not consider ownership or possession of the property itself. Chair Grant agreed. There is no nightlife complementary to the downtown like a restaurant would be. He could be interested in hearing about the sale of the northern condos before the make any decisions on 211. He is interested in Mr. Barton's proposal, but he did not want to move forward with either until they have an idea of the adjacent properties and what the CRA can do in the next four months. Vice Chair Hay agreed. He advised Mr. Barber did all he was asked to do. Mr. Barber's use is in line with what the corridor should be. There was consensus. Chair Grant requested a motion to table to the next meeting and staff contact Mr. Barton and inform him of the Board's sentiments. Motion Vice Chair Hay moved to table. Board Member Katz seconded the motion. The motion passed unanimously. 17.B Discussion and Consideration of the Purchase of 409 NE 1st Street (Heard out of Order) Board Member Katz stated he was contacted by Mr. Fitzpatrick and had not had a chance to speak with him, but he would in the future. 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Ms. Shutt requested reconsidering Item 12C as there are conflict with the CRA Board meeting dates after. Chair Grant requested a motion to amend the agenda to hear item 17 B and discuss further the NE 1St Avenue and 1st Street. Motion Board Member Penserga so moved. Vice Chair Hay seconded the motion. The motion passed unanimously. Brian Fitzpatrick, 409 NE 1st Street, introduced James Arena, Briny Breezes, stated he was excited about the Cottage District project. There is a lot of development and there is a great deal of inventory for condominiums, town homes and expensive real estate and it is good to have affordable options downtown. Mr. Fitzpatrick's property would complete the project and he noted there is a park in the center of the area but the entire development could be brought together by Mr. Fitzpatrick's property on 409 NE 18t street. There could be a great green space and pass through in the HOB into the downtown area, plus have the opportunity to build two single-family homes. The package he reviewed showed there was an appraisal on the property, but the appraisal did not take into consideration the location of the property. Since they bought the other property next door it is a great investment to obtain the entire corner. Mr. Fitzpatrick stated he was working with Bradley Miller and they met with City staff and he was given approval to build a six-unit complex, but at the time, staff preferred a for rent product, but for sale was a possibility as six attached units and workforce housing gave it a 25% bump up to six. The appraisal said $183K, which is significant. Just using the lot next door, the CRA paid $268k for. Based on the asking price for Mr. Fitzpatrick's and the square footage, the property was value $68K below the value of the abutting lot. His lot was .0652 acres larger. Chair Grant noted the CRA had to demolish a home on their property, but his property is vacant and has mature fruit trees on it. The property is .318 of an acre. Chair Grant commented if they give .33 of an acre, it is 14,370 square feet, which is over $500K for what the CRA bought for the vacant land to the south. Chair Grant commented the issue is they are dealing with is finite finances. Vicki Hill, Finance Director, explained there is $1.2M left in the Property Acquisition line item. They are in November and have nearly a year to spend the funds. Chair Grant queried if the $1.2 million included the down payment for the Oyer property and learned it did, there was $850K left in the line item. He pointed out the CRA has the right to purchase the post office in January 2023. Ms. Hill explained it would be purchased the next budget year. Chair Grant wanted to ensure the CRA had enough money to buy it. The purchase price was $1.6M and they put $200K down. The $500K price is a little high right now and the CRA would likely give it away to a developer for affordable housing because the price of$500K for .3 of an acre was about $300K more than the price would be in 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Cherry Hill. The CRA could buy 2/3 of an acre in Cherry Hill and get that many more houses. The property was purchased 18 years ago and would have a great return on investment. There is the other property at 211 for a lot more money. The CRA would likely try to buy them together as they would have to take a loan, because the Ne 1St and 1 St is income producing and can help pay off the financing while the CRA owns it. Mr. Arena commented both properties are strategically located. Chair Grant thought if there was a private property owner that would purchase the property for $500K, they should sell it, but he did not think they would find one yet. Mr. Arena commented if the CRA had a number in mind, they would like to hear it. Ms. Shutt noted the Cherry Hill lots at the Housing Authority Auction ranged from $191 K to $193K. Chair Grant at the current price, the maximum price right now would be $300K because it is a vacant lot. Board Member Romelus agreed with Chair Grant's estimate and was comfortable in the $250K range as it is well above the appraisal, but takes into consideration there is an adjacent property they paid $268K for that was twice as large. There are 11 months before the year is over. Her offer she felt was fair would be $250K to $275K. She noted they have not discussed the Magnuson house. They can move forward with one property. The CRA would have to get an appraisal as the vacant lot was different. The CRA spent $300K to improve the Cottage District, and this property would provide greater value than prior purchases. Board Member Katz okay with $300K, but commented the property is not going anywhere and it would be part of a small very specific plan. He thought the Magnusen House should be addressed. While Board Member Katz thought $300K was fine, but not at this time. Vice Chair Hay agreed as did Board Member Penserga. Chair Grant hoped if someone made Mr. Fitzpatrick an offer, they give the CRA the right of first refusal. Mr. Fitzpatrick stated he would lower the price on vacant lots in the hope they can move forward with the NE 1St and NE 1St Street and 1St Avenue to give the CRA the entire block. Chair Grant asked for a motion. Board Member Katz stated if there is some type of deal to be struck with the two properties, he would be in favor of it, if they obtained the NE 1St Street property and then packaging the 409 property. They have two properties the CRA will be interested in next and if they have to conduct due diligence on the Magnuson adjacent property and it paves the way for a deal. He feels a package deal at a time when they have a full view of the Magnuson House may be the best way for this or the next Board to approach it, or focus on the Magnuson adjacent and then revisit the $300K property. 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Chair grant thought there was consensus and they will have to decide at the next meeting Chair Grant suggested obtaining an appraisal for the 4for the 10 condominiums. He suggested Mr. Fitzpatrick get his own appraisal, the Board would consider that as well. The Board will have to get three quotes to see which appraiser they can use. Mr. Arena commented it sounds like the CRA wants a package deal with both properties with emphasis on the Ocean Avenue property. Motion Board Member Katz moved to reorder the agenda to hear items 17 A, 16 D, 16 H, and 12 C. Vice Chair Hay seconded the motion. The motion passed unanimously. 17 A Consideration of an Interlocal Agreement between the Boynton Beach CRA and Solid Waste Authority of Palm Beach County Ms. Shutt presented the item which pertained to obtaining funds to demolish three properties one on MLK Jr. Boulevard and two structures on 4t" Street in the Cottage District. It is an interlocal and they have a year to demolish the properties. About $77K will be used for a parking lot improvement at 401 E, Boynton Beach Boulevard and continue fencing the Cottage District until a developer takes over. Motion Vice Chair Hay moved to approve. Board Member Romelus seconded the motion. The motion passed unanimously. 16 D. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard Ms. Shutt presented the item. The Board had agreed to give $71 K for rental assistant and commercial improvements for 401 E. Boynton Beach Boulevard to renovate the property for a commercial/retail fish market. There was a LOI from Mr. Collins followed by other LOI's, but the Board selected Mr. Collins. Since April, Mr. Collins was to provide financial information, but he was unwilling to do so until last month until the CRA provided a commitment on the CRA's cost sharing for the improvements. Since last month, the CRA received notice they were able to get the money for the improvements and staff feels those funds should be the CRA's contribution to the site. Mr. Collins should be able to improve the property for the activation of his use including interior and exterior improvements. Mr. Collins indicated last month, he had an investor and staff needs the investor information to show they can improve the building to meet Code to ensure the use can be activated in the allotted time. CRA and City staff will try to handle the parking lot improvements as they have to spend the funds within a year. They need Mr. Collins to send the information to the CRA. She did not know if the costs 27 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 would be supported with his financial backers. The CRA also needs the lease agreement which was sent to him in June in order to move forward. There was proration of the taxes. It was $2,500 a month for 10 years in one-year renewals. When the money was pulled from the grant, all was put on hold until last month when it was reinstated. They only had two weeks to get the cost break down. Ms. Shutt believed it was four months. The Board never had this money before and the Board was willing to entertain a grant application for $55K and the remaining $21 K for rent assistance, but it was not what they were recommending now because the CRA can do the parking lot now, but the CRA needs information for the lease agreement and what he plans to do for the build out for the interior renovation. Mr. Collins understood the CRA had grants for property owners to improve their business which increases its property value. Now he is increasing the CRA's property value, and he questioned why he would not be eligible for funds to increase the CRA's property value. Chair Grant explained the Executive Director does not have the authority to withdraw the Board's recommendation from the last meeting and is now making a new recommendation about the Economic Development grant they offered at last month's meeting because at one time Mr. Collins was responsible for the parking and now he is not. The CRA needs the final comments from him to give to the Board's attorney. The lease agreement they have is not valid and they need a final lease agreement and design. They can finalize all by the next meeting. Ms. Shutt recommended he go back to the draft and give comments so they can work with their attorney and not the day before they to send out the packet. Ms. Shutt thought the parking lot could be built completed in six to nine months. Chair Grant the lease has to have language to say the parking lot is available or him to run his business. Mr. Collins cannot open the business until the parking is done. They will work as fast as they can to coincide with Mr. Collins improvements. Board Member Katz supported Ms. Shut's recommendation. It was also pointed out the grant is up front money, unlike the economic development grants which are reimbursable grants. Chair Grant supported allowing adjusting an Economic Development Grant to $20K, the CRA Attorney create a new lease agreement with guidelines, send it to Mr. Collins and return it to the CRA by November 3rd. The $20K is for the improvements. Board Member Katz supported approving the Solid Waste Authority grant and $20K for however he wants to uses it. Chair Grant requested a motion to direct Board Counsel to update the lease guidelines and approve the Economic Development Grant maximum at $20K. The guidelines were for the development timeframes regarding parking lot construction, the interior buildout construction and move in commencement of the lease date along with changes to the grant. 28 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Motion Board Member Katz moved to approve. Board Member Romelus seconded the motion. The motion passed unanimously. E. Consideration of a Second Amendment to the Purchase and Development Agreement to delete the Flex Space for a New Neighborhood Officer Program Office in the Ocean Breeze East Project This item was addressed earlier in the meeting. F. Review of Marina Parking Management - Rules and Regulations This item was addressed earlier in the meeting. G. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue This item was addressed earlier in the meeting. H. Consideration and Discussion of Extension of Time to Begin Construction on the Bride of Christ Daycare Center at NE 10th Avenue Ms. Shutt explained they are asking for a one-year extension. There were no objections to the request. Board Member Katz asked if this impacted the reverter clause. Chair Grant had requested they put it out 24 months for commencement of construction, which is when the reverter clause would kick in. Chair Grant wanted the applicant to come back in February and say where are they in the permit process. Ms. Shutt thought planning and zoning approval for a daycare in a residential District and receive site plan approval. The lot the CRA gave them was a residential lot. Chair Grant requested a status update in January. Board Member Katz should we table this to February. Chair Grant wanted to give them a one-year extension as the community needs the day care. The timeline expires in January 2022 to commence construction and they could come back in December, before the expiration date. Motion Board Member Katz moved to table this item to January. Vice Chair seconded the motion. The motion passed unanimously. Ms. Shutt noted there are some conflicts in 2022 meeting dates which the Board reviewed: January 11, 2022, was a Special General Election, but it did not affect the City or the CRA; 29 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 February 8 was fine; March 8 is Municipal Elections so it should be moved to the March 9th; November 8th should be moved to November 9th, 17. New Business A. Consideration of an Interlocal Agreement between the Boynton Beach CRA and Solid Waste Authority of Palm Beach County This item was addressed earlier in the meeting. B. Discussion and Consideration of the Purchase of 409 NE 1st Street This item was addressed earlier in the meeting. 18. Future Agenda Items A. Discussion and Consideration of a Tax Increment Revenue Finance Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Chair Grant stated he spoke to Centennial Management about was using some of the left-over Cherry Hill funding for the affordable housing project. B. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue C. Consideration of a First Amendment to the Interlocal Agreement with the City of Boynton Beach for Improvements to the Sara Sims Park Amphitheater D. Discussion and Consideration of Interlocal Agreement between the CRA and the City for Partial Funding of Economic Development Plan performed by Florida International University E. Consideration of Broker of Record Contract for Property and Casualty Insurance F. Consideration of the Revised CRA Human Resource Policies and Procedures Manual 30 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 19. Adjournment Motion Vice Chair Hay moved to adjourn. Board Member Romelus noted thee was an incident with Mr. Barber and requested someone reach out to him. The motion was duly seconded. The meeting was adjourned at 10:05 p.m. Catherine Cherry Minutes Specialist 31 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 CONSENT AGENDA AGENDAITEM: 12.13. SUBJECT: CRA Financial Report Period Ending November 30, 2021 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending November 30, 2021 (Attachment 1): • Statement of Revenues • Expenditures and Changes in Fund Balance Report • Budget Comparison Schedule - General Fund FISCAL IMPACT: FY 2021-2022 Annual Budget CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan and FY2021-2022 CRA Budget CRA BOARD OPTIONS: Approve the CRA's monthly financial and budget report for the period ending November 30, 2021. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period November 30,2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Revenues,Expenditures and Changes in Fund Balances Through Year to Date-November 30,2021 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 9,930,598 9,930,598 Marina Rent&Fuel Sales 243,557 243,557 Contributions and donations - - - Interest and other income 28,689 79,168 20 107,877 Total revenues 10,202,844 79,168 20 10,282,032 EXPENDITURES General government 652,615 - 652,615 Redevelopment projects - 1,631,104 1,631,104 Debt service: - Principal - Interest and other charges - - - Total expenditures 652,615 1,631,104 2,283,719 Excess(deficiency)of revenues over expenditures 9,550,229 (1,551,936) 20 7,998,313 OTHER FINANCING SOURCES(USES) Funds Transfers in - - Funds Transfers out Total other financing sources(uses) - - Net change in fund balances 9,550,229 (1,551,936) 20 7,998,313 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year 12,733,157 9,488,865 116,117 22,338,139 Footnote: Transfers between funds include monies received from TIF and carryover from general fund balance. The notes to the basic financial statements are an integral part of this statement. 1 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule General Fund Through Year to Date -November 30, 2021 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 15,801,715 $ - 9,930,598 Marina Rent& Fuel Sales 1,000,000 - 243,557 Interest and other income - - 28,689 Other financing sources(uses) 100,000 - - Total revenues 16,901,715 - 10,202,844 EXPENDITURES General government 3,797,400 - 652,615 Total expenditures 3,797,400 - 652,615 Excess of revenues over expenditures 13,104,315 - 9,550,229 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (13,104,315) - - Total other financing sources(uses) (13,104,315) - - Net change in fund balances $ - $ - 9,550,229 Fund balances-beginning of year 3,182,928 Fund balances-end of year 12,733,157 The notes to the basic financial statements are an integral part of this statement. 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V7 O L N in ti 0 0 0 0 0 cn oo ti ac N a N M in O O ti in O �t 0 0 oo O O O O O O m O .� ti ti 0 0 0 0 0 W M O Lo O O Ln Lo Lo M O O m Ln O a 0 0 M 0 0 0 0 0 0 a ° n to Ln O O O O O T c-I M N O n O m M N O O W 7 O n O O Ln O O O Ln O O c-I Q Em O m m m oo O oo m oo m r" 0 0 m m 0 0o O O oo Mc O m 0 0 0o w O a V/ E 0(I O c-I to m oo 7 O O w O N O O to m to to Ln O O Ln c-I O Mc O 7c O O O O O m C/YYO O m LQ l0 oo LQ O ci O m O O l0 N -! 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Federal Highway, Suite B, Boynton Beach, FL 33435 SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435 (see Attachments I - III). Apex Network Physical Therapy #39 is physical therapy outpatient office providing rehabilitative medical services to the local Boynton Beach community. They provide the highest quality rehab services exceeding customer expectations in a relaxing and upscale environment while developing a customized treatment plan to reduce pain, improve mobility and reduce future injuries. Due to their success and high demand for quality physical therapy, Apex is expanding to their second location within Boynton Beach, with this location in the Federal Highway District. As the subtenant of a commercial property, the applicant falls under the terms of a Tier II business, as outlined in the grant application. The applicant is seeking reimbursement for interior and exterior improvements including: New flooring in the entire space, new lighting fixtures with LED upgrade, new countertops at front desk, painting, new cabinets/sink in staff kitchen, and removal of existing interior wall and signage. The total cost of eligible property improvements is approximately$49,325.17 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to C RA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy#39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Application D Attachment II - Location Map D Attachment III -Commercial Sublease D Attachment IV - Project Quotes BOYNTON � `;dACH RA WNWBF OMMUN17Y REDEVELOFUENT AGENCY October 1, 2021 — September 30, 2022 COMMUNITYBOYNTON BEACH COMMERICAL PROPERTY IMPROVEMENT GRANTPROGRAM Program l and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach.The term"existing business"means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initial ,°�" Page 1 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com The Boynton Beach BBC RA is a public agency and is governed by the "Florida Public Records Law"under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the BBC RA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at hftp://www.boynton-beach.org/g o- green/pace—program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBC RA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). fi 'Z Initials,-- I Page 2 of 17 'J Property Improvement 100 East Ocean Avenue,4t"Floor, Boynton Beach, Fl-33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $140.00, which will be deducted from any grant funding awarded to the recipient. Initials Page 3 of 17 Property Improvement 100 East Ocean Avenue,4t"Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • In order to receive the full amount of any awarded grant, the property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. (As further described below, applicants may request reimbursement for up to 50% of their grant award prior to completion of the project.) If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent)and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award, at which point the BBCRA will no longer make payments for any reimbursement requests, regardless of whether the request was submitted prior to the termination of the grant. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Initials Page 4 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood & fire • Signage including exterior and suppression • Doors/windows interior lighting • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and • Security stations— See attached water heating — See cameras/system** ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) ** Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services • Medical Research Centers/Housing • Firearm Sales/Shooting Ranges • Massage/Personal Services • Religion- Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores . Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area Initials Page 5 of 17 '7 Property Improvement 100 East Ocean Avenue,4t'Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • CBD Retail Stores Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBC RA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBC RA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBC RA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Hotels/Motels/Bed and Breakfast • Gourmet Food Market (the Board will grant no more than • Bakery four approvals in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBC RA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Ddcor/Design - home • Boutiques- clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) initial Page 6 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com • Marketing Offices . Medical Offices • Fitness Facilities—yoga, dance . Insurance Offices exercise, martial arts, etc. . Take Out Restaurants • Auto Services Facilities — repair, . Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses — approvals per fiscal year) stationary, gifts, sporting goods . Florists (no more than two • Other commercial fagade only approvals per fiscal year) improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of$15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement . Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease at the time of Board approval. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; Initials41�s Page 7 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants may submit complete applications via email or mail hard copies of the application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Provide 2-3 sentence mission statement for the applying business entity. If the applicant is a commercial property owner, provide a brief history of the property and the current tenants of the space. This will be used as a way to introduce your business to the BBCRA Board. 3. Written detailed project budget describing the improvements to be done to the property. 4. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 5. Signage design, project color chips, material samples and material specifications, if applicable. 6. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 7. Resume for each principal/owner of the business. 8. Copy of the corporate documents for the applying business entity. f . u Initials., r Page 8 of 17 Property Improvement 100 East Ocean Avenue,4t"Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 9. Copy of executed multi-year commercial lease agreement. 10.Copy of Warranty Deed. 11.Two years of corporate tax returns (for existing businesses only). 12.Two years of personal tax returns for the principal/owners of a new business. 13.Copy of design and construction plans associated with the proposed improvements. 14.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 15.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 16.Completed and signed application (attached). 17.Authorization to perform credit check for the business and each principal/owner of the business (attached). 18.W9 Form and Vendor Application (attached). 19.City Planning and Development Department Acknowledgement Form (attached). 20.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561) 742--6000. Approval of Funding Request All re aired documentation must be submitted no later than noon two weeks,.prior to the second Tuesday of the month. BBC RA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBC RA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBC RA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBC RA Board. The BBC RA recommends that applicants attend the BBC RA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Initials Page 9 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra-com Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBCRA funds. The applicant may request reimbursement for partial payments throughout the project for up to 50% of grant award. The remaining 50% of grant funding will be held until the project is completed according to the City of Boynton Beach Building Department, and if applicable, a certificate of occupancy has been issued, at which point the applicant may submit a final reimbursement request. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3) days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the reimbursement request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. Initials � Page 10 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien" signed by each licensedcontractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color"after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. 7. All in project costs to open or renovate the business for reporting of public to private dollar match By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's RuleslRequirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBC RA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBC RA to award grant funding Initialer Page 11 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com B r 1009MBEACH � COMMUNITY EDEVEL P ENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Bu 'ness Name (d/b/a if applicable) J' Current Business Address: �z. Fed ID#: L4 CPLI(o Business Phone Number: �� o Cell: Website: . , .:i C Existing Business: Yes °' No Number of years in existence: 1 Time at Current Location: - New Business to Boynton Beach: Yes No' Do you have an executed lease agreement: Yes No If so, monthly base rent: New Business Address (if applicable): - J t - Square footage of current location: _ UD Square footage of new location: Type of Business: Tier 1 Business: ❑ Tier 2 Business:' Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: List of improvements seeking reimbursement for: Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue,4t"Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTON BEACH "7'CRA APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (if more than 4 principals/owners additional sheets may be used) 1. Principal/OwnerName:, Date of Birth: Ll 25 Email: Residential r `s: L+, - � ..h 4 ie a - ��,• �.� � '4. `� 4,. Cell Phone NUm ber: 2. Principal/Owner Name. Date of Birth: i, .n°` Email: y t � _ a Residential Address: ' Cell Phone Number: 15L 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistance under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: 77 Page 13 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNT(DIN CRAH ,��..BEA �. APPLICANTINFORMATION Are you receiving grant assistance under any other governmental agencies: Yes_ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: ,a�:��� '� ao_ I LIf e � SS � Landlord's Mailing Address: l � i r Landlord's Ione Number: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. 1 further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 1 understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I Initials Page 14 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTON" WHMABEACH [�I 'iCRA 1'- APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application,and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. 2 � , Initial- Page nitial Page 15 of 17 Property Improvement 100 East Ocean Avenue,4 t Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO moo' BEACH CRA COMMUNIV REDEVELOP-M.E.-NT AGENCY APPLICANT INFORMATION APPLICANT SIG ATU ES: H Jo, IS Principal wn 11's i �ature Uate7 Printed Name Title 2 � /. , Pri c.. nature Date fpY m + Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF C V-) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared _ __ '� �j , who islare personally knon to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this _ day of ° '° "e-, , 20 . i _.. TARY PU§LIC Aides L. Rodriguez My Commission Expires: a NOTARY PUBLIC-STATE OF FLORIDA MY COMMISSION EXPIRES MARCH to,2023 COMMISSION N0,OQ 291725 P e 16 of 17 operty Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com BOY, NTON memBEACKCRA CO,%WU NffY' REDEVELOPMENT AGENCY LANDLORD INFORMATION f LANDLORD I T r 1. t dlord Signat re Date 1 Lan 7 - Printed Name k n Title no- r 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF 'r 10 C . COUNTY OFaL ` BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared 1 , who is/are personally known to me or produced- l T as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of `\J 1 20 - - OTARY PUBLIC CHELSEA ROSS ��� A�® My Commission Expires: c G Notary Public,State of Florida Commission#GG 306079 My comm.expires FEB.26,2023 Page 17 of 17 Property Improvement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 11/22/21,4:46 PM PAPA Maps DOROTHY) ®" ----CFA,AAS Beach C. ty Property Appraiser IV17,7 W"'Fo,"ou-,n,,.,,. Search by Owner,Address or Parcel View Property Record Owners ENGLEWOOD HOLDINGS INC Property Detail Location 906 S FEDERAL HWY A 11 Municipallty BOYNTON BEACH Parcel No. 08434527060000460 Subdivision BOYNTON ISLES IN Book 09999 Page 1942 Sale Date SEP-1 997j 9111 1921 SW 36TH AVE Tv Mailing s DELRAY BEACH FL 3344 Add es 5 6650 Use I-ype 1900-MEDICAL OFFICE- BUILDING UP TO 4 STORIES I o,al ie e Square Feet 5023 Sales Information Sales Date Price SEP-1997 107500 JAN-1972 305200 ' ......................... Appraisals Tax Year 2021 6 Improvement Value $ 98,146 Land Value $3�8,343 ota�Market Vaue $1,016,4894: All values are as of January 1 st 6 roeach year ii Assessed/Taxable values Tax Year 2021 Assessed Value $1,016,489 Exemption Amount $o axabe Vaue 1,016,4 8 9 Taxes Tax Year 2021 Ad Valorem $21,568 Non Ad Valorem $2,336 ota $23,904,k, https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434527060000460 Commercial Sublease This Commercial Sublease(this "Sublease") is made effective as of May 10, 2021, by and between Advantage Wellness LLC ("Tenant"), and Advantage Physical Therapy LLC ("Subtenant"). Tenant has previously entered into a lease agreement with Englewood Medical Associates of the Palm Beaches, Inc ("Landlord") dated May 10, 2021 (the "Prime Lease"), a copy of which is attached as an exhibit to this Sublease. Tenant now desires to sublet the leased property to Subtenant and Subtenant desires to sublet the leased property from Tenant. Therefore, the parties agree as follows: PREMISES. Tenant, in consideration of the sublease payments provided in this Agreement, sublets to Subtenant a 2000 Square foot office building at the listed address located at 906B South Federal Highway, Boynton Beach,Florida 33435 (the "Premises"). The legal description for the Premises is: Exclusive use of the entire facility for the deliverance of Physical Therapy , Occupational Therapy, Speech Therapy and Medical Nutritional Therapy Services TERM AND POSSESSION. The term of this Sublease will begin on May 10, 2021 and unless terminated sooner pursuant to the terms of this Sublease, it will continue for the remainder of the term provided in the Prime Lease, which terminates December 31, 2023. SUBLEASE PAYMENTS. Subtenant shall pay to Tenant sublease payments of$4,171.24 per month, payable in advance on the first day of each month. Sublease payments shall be made to Tenant at 3639 W Woolbright Rd, Boynton Beach, Florida 33436, which may be changed from time to time by Tenant. The rent will remain unchanged for years 2022 and 2023, unless the rent is raised by the Landlord due to provisions in the Prime Lease to Tenant. Any increases in the Prime Lease rent will be passed on to Subtenant. Utility Costs. Subtenant shall pay for all utilities, including Water, Electric, Telephone, and Internet used or consumed at the Demised Premises during the term of this Agreement as currently obligated by the Tenant under the Prime Lease. The utilities shall be paid directly to the utility company if separately metered; otherwise, the utilities shall be prorated by Tenant in a fair and equitable manner as mutually agreed to by Tenant and Subtenant and be billed to Subtenant at the same rates as billed to Tenant by the utility company for payment to Tenant. The bills shall be due and payable within ten days of receipt. Property Improvements. Subtenant will be soley responsible for any property improvements required for business operation and aesthetics. Facility maintenance and repairs will be under the responsible party assigned in the Prime Lease. Termination. Subtenant my not terminate sublease unless there is a breach of agreement by Landlord or Tenant. Prior to termination, any breaches will allow for 10 days to resolve upon written notice. DEFAULTS. Subtenant shall be in default of this Sublease if Subtenant fails to fulfill any lease obligation or term by which Subtenant is bound. Subject to any governing provisions of law to the contrary, if Subtenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Tenant to Subtenant, Tenant may take possession of the Premises without further notice (to the extent permitted by law), and without prejudicing Tenant's rights to damages. In the alternative, Prime Tenant may elect to cure any default and the cost of such action shall be added to Subtenant's financial obligations under this Sublease. Subtenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Prime Tenant by reason of Subtenant's defaults. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. LATE PAYMENTS. For any payment that is not paid within 5 days after its due date, Subtenant shall pay a late fee of$50.00. SECURITY DEPOSIT. At the time of the signing of this Sublease, Subtenant shall pay to Tennant, in trust, a security deposit of$100.00 to be held and disbursed for Subtenant damages to the Premises or other defaults under this Sublease (if any) as provided by law. Upon the vacating of the premises for termination of the lease, Tenant shall have 15 days to return the security deposit together with interest if otherwise required, or in which to give Tenant written notice by certified mail to Tenant's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: This is a notice of my intention to impose a claim for damages in the amount of upon your security deposit, due to . It is sent to you as required by Section 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or I will be authorized to deduct my claim from your security deposit. Your objection must be sent to (tennat's address). Compliance with this section by an individual or business entity authorized to conduct business in this state, including Florida-licensed real estate brokers and salespersons, shall constitute compliance with all other relevant Florida Statutes pertaining to security deposits held pursuant to a rental agreement or other landlord-tenant relationship. Enforcement personnel shall look solely to this section to determine compliance. This section prevails over any conflicting provisions in Chapter 475 and in other sections of the Florida Statutes, and shall operate to permit licensed real estate brokers to disburse security deposits and deposit money without having to comply with the notice and settlement procedures contained in Section 475.25(1)(d). CUMULATIVE RIGHTS. The rights of the parties under this Sublease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON-SUFFICIENT FUNDS. Subtenant shall be charged $35.00 for each check that is returned to Landlord for lack of sufficient funds. PROPERTY INSURANCE. Lessor, Tenant and Subtenant shall each maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. Tenant shall receive advance written notice from the insurer prior to any termination of such insurance policies. Subtenant shall also maintain any other insurance which Tenant or Lessor may reasonably require for the protection of Tenants or Lessors interest in the Premises. Subtenant is responsible for maintaining casualty insurance on its own property. LIABILITY INSURANCE. Subtenant shall maintain liability insurance on the Premises in a total aggregate sum of at least $1,000,000.00. Subtenant shall deliver appropriate evidence to Tenant as proof that adequate insurance is in force issued by companies reasonably satisfactory to Tenant and Lessor. Tenant and Lessor shall receive advance written notice from the insurer prior to any termination of such insurance policies. WAIVER OF RIGHTS. Each of Tenant and Subtenant agrees to, and does hereby, waive all rights of recovery and causes of action against the other,their respective agents and employees, and all persons claiming through or under the other, relating to loss of business, business interruption or loss of rentals resulting from any damage or destruction to the Demised Premises or any of Subtenant's property contained therein, notwithstanding that any such damage or destruction may be due to the negligence of Tenant or Subtenant, their respective agents or employees. Tenant and Subtenant also waive all rights of recovery and causes of action against Lessor for loss of business, business interruption or loss of rentals, resulting from any such damage or destruction, notwithstanding that such damage or destruction may be due to the negligence of Tenant or Subtenant, their respective agents and employees. NOTICE.Notices under this Sublease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows to every interested party: TENANT: Advantage Wellness LLC 3639 W Woolbright Rd Boynton Beach, Florida 33436 SUBTENANT: Advantage Physical Therapy LLC 906B South Federal Highway Boynton Beach, Florida 33435 LANDLORD: Englewood Medical Associates of the Palm Beaches, Inc 1921 SW 36th Ave Delray Beach, Florida 33445 Such addresses may be changed from time to time by any party by providing notice to the other interested parties as described above. GOVERNING LAW. This Sublease shall be construed in accordance with the laws of the State of Florida. LANDLORD'S CONSENT. The Prime Lease requires the prior written consent of Landlord to any subletting of the Premises. Such consent has been obtained and is specified in the Lease Addendum signed May 5th, 2021. INCORPORATION OF PRIME LEASE. This Sublease is subject to all of the terms of the Prime Lease with the same force and effect as if each provision of the Prime Lease were included in this Sublease, except as otherwise provided in this Sublease. All of the obligations and rights of Tenant under the Prime Lease shall be binding upon Subtenant. All of the obligations of Landlord under the Prime Lease shall inure to the benefit of Subtenant. It is the intent of the parties that, except as otherwise provided in this Sublease, the relationship between Tenant and Subtenant shall be governed by the various provisions of the Prime Lease as if those provisions were included in this Sublease in full, except that the terms "Landlord," "Tenant" and "Lease" as used in the Prime Lease, shall instead refer to, respectively, "Tenant," "Subtenant" and "Sublease." The Subtenant herein executes this Sublease with the express acknowledgement that Subtenant has read, reviewed, understands and agrees to comply with all obligations, rights, limitation and responsibilities contained in the Prime Lease. TENANT By- Date:" I/11ness Adv 4to LLC M F rgione, Authorized Member SUBTENANT By: 1V Date: W Z5 Ak�n4je P ys* al Therapy LLC Mark Forgone, Authorized Member ADDENDUMS TO LEASE AGREEMENT TO BE ASSUMED BY ADVANTAGE WELLNESS, LLC ORIGINALLY SIGNED DECEMBER 21 ,2019 BETWEEN ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM BEACHES, INC (LESSOR) AND OAK MT, LLC (LESSEE): ADDENDUM 1: This addendum applies to Lessee's renewal options and does not apply to any other terms in the original contract. RENEWAL OPTION: Lessee shall have the option to renew this Lease for an additional two terms of forty-eight (48) months each. Each option term will be four (4) years and the rent be based on fair market rates of comparable space with a floor of two percent (2%) and a ceiling of five percent (5%) increase for the first year of the first renewal option and then a two percent (2%) annual increase for the second, third and fourth years. The second option renewal will also be based on fair market rates of comparable space with a floor of two percent (2%) and a ceiling of five percent (5%) increase for the first year of the second renewal option and then a two percent (2%) annual increase for the second, third and fourth years. In order to exercise the option to extend, Lessee shall notify Lessor in writing not less than four (4) months prior to the expiration of the current term of its intention to exercise its option to extend. ADDENDUM 11: This addendum applies to errors noted in the original lease. 1 Corrections to original lease: Section 3. TERM: The term of this Lease shall be Forty-Eight (48) months, commencing January 1, 2020 and ending at 11:59 p.m. on December 31. 2023. Section 45. RENEWAL OPTION: Provided that the Lessee is not then in default under the terms of this Lease, then Lessee shall have one (1) option to renew this Lease for an additional term of forty-eight (48) months, upon terms and conditions to be negotiated by the parties, except that the annual Base Rent during the option period shall be adjusted in accordance with Section 46 thereof. Section 46. OPTION: Option term will be fourj4jyears and rental will be based on fair market rates of comparable space with a floor of 2% and a ceiling of 5% increase for the first year and 2% annual increase. ADDENDUM III: This addendum applies to additions to the original contract. ADDITIONS: 1. Lessor agrees to repair the ceiling once the roof has been replaced. 2. if during the course of leasehold improvements by the Lessee, if feasible, the Lessor agrees to relocate the air handler including any duct work and electrical connections to a mutually agreed location that facilitates the direct flow of the air handler water discharge to the exterior of the building at the Lessor's expense. The AJC air handler will be placed inside a new constructed or existing 2 closet and the previous A/C air handler closet will have any damaged drywall replaced and the closet painted and fitted with wood shelving. If the relocation of the A/C air handler delays Lessee's business operation, Lessor will credit Lessee five percent (5%) of the total monthly rent fees per day of forced closure. 3. The security deposit made by OAK MT, LLC and held by the Lessor, will transfer in name to Advantage Wellness, LLC once the Lessor receives a release from OAK MT, LLC. 4. The Lessee will be granted sublease of all or partial use of leased space to Advantage Physical Therapy, LLC. 5. Lessor will grant Lessee a twenty-five percent (25%) reduction in rent for the first four (4) months starting June 1, 2021 and ending September 30, 2021. The rent for the first four months will be $2,937.50 + $190.94 (Florida State Sales Tax) for a total of $3,128.44. Starting October 1, 2021 the rent shall revert to $ 3,916.66 per month + $254.58 (Florida State Sales Tax) for a total of $4,171.24. ADDENDUM IV: This addendum applies to changes to the original contract. The following statement to be added to Section 16. ASSIGNMENTS AND SUBLETTING: Assignment, subletting or transfer of this lease and terms shall not be unreasonably withheld as long as such assignment, subletting or transfer is to an entity with the same scope of practice. The following changes are to be noted to Section 22. Default: 3 Subsection 22 (a) sentence one (1) ..........then, in any one or more of such events, upon Lessor serving a written five 5 day notice of cancellation to comply with or remedy such default, the Lessor may elect to declare Lour 4) months rent due and payable forthwith, or at the option of the Lessor, this Lease and term thereunder shall terminate and come to an end on the date specified in such notice of cancellation, and Lessee shall quit and surrender the Premises to Lessor as if the term hereunder ended by the expiration of the time fixed herein .......... Signed: May , 2021 Lessor: Engl o d Medical Associates of the Palm Beaches, Inc Joseph M. t&etIzano, M.D. Lessee: vantage ellneess LLC Mar 1,CIF' or o 1,74 BUILDING LEASE 1. PARTIES THIS LEASE AGREEMENN'T(hereinaller rel'erred to as the"Lease")is made this _day of December, 2019, between ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM BEACHES, INC. (hereinafter referred to as "Lessor"), and OAK NIT, LLC, an Illinois Limited Liability Company licensed to do business in Florida(hereinafter referred to as "Lessee"). 2. DESCRIPTION Lessor hereby leases to Lessee and Lessee hereby leases from Lessor,the space as presently constituted (hereinafter referred to as the "Premises"), known as 906B South Federal Highway, Boynton Beach.Florida 334')5.consisting of two thousand(2.000)square feet of net useable area of the building located at 906B South Federal I lighway. Boynton Beach, Florida 33435 (hereinafter referred to as the "Building"). The Premises shall be designated as "Suite B" of the Building. Building square footage is five thousand (5,000) square feet net useable area. 3. TERM The term of this Lease (hereinafter referred to as the "Teini") shall be for Forty-Eight(48) months, commencing on January 1. 2020 and ending at 11:59 p.m. on December 31. 2024, thereafter, or on such earlier date as this lease may teri-ninale as hereinafter provided. If Lessee shall take possession of" the Premises or any part thereof prior to the Commencement Date (which Lessee may not do without Lessor's prior written consent).all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to the Premises as if the Commencement Date had been fixed as the date when Lessee took possession of the Premises and Lessee shall pay Rent for the period of such occupancy prior to the Commencement Date at the rate of the annual Base Rent set forth in Section 4 hereof prorated for such period of occupancy. Said early possession shall not advance the termination date of this Lease. 4. BASE RENT Lessee agrees to pay Lessor as Base Rent monthly installments in the amount of$3.750.00 per month., plus Florida State Sales Tax for the first year. The second year rent shall thereafter be increased to $3,916.66 per month. St , plus Florida ate Sales 'rax for the second year. The gross annual rent shall stay the same for year three and year four, unless on a per annum basis the real estate taxes and insurance costs of the building increase by 10%or more over the base amount from 2019. If the real estate taxes and insurance costs exceed the 10%threshold, then the base rent for years three and four would be increased by an additional 40%of arty increase in real estate taxes and insurance costs over the 2019 base amount plus the threshold of 10%. Further sums may be due as "Additional Rent" as hereinafter set loath. ev Base Rent shall be payable in advance on or before the first clay of each and every calendar month durinc-,the Term, g includinLill renewals and extensions thereof. Rent for any period zn I during the Lease Term which is for less than one (1) month shall be a pro rata portion of the monthly installment. Lessee shall pay,, all sales and or use tax on said Base Rent. "fhe term "Lease Year" as used herein shall irican a consecutive tvelve month period con,imencing on the Commencement Date{if such date falls on the first day of a calendar month')or on the first dav of the calendar rnontlil fi)fliowim-T the Commencement Date (if the Commencement Daae does not fall on the First clay ofa calendar month'), 5. ADDITIONAL RENT - PRO RATA SHARE OF 111TILaIES AND REAL ESTATE TAXES In addition to the lase Rent, each calendlar yl-ar ,he Lessee is requi—ld to pa% ulflHties Oncluding, but not limited to electric,water. sewer sanitation. hereinafter referred to as "L trlities"� pid by Lessor furnished to the Premises and such pro rata share shall be deemed as "Additional al Rent". TAXES: Lessor agees to pay to the. local tax authorities and other governmental agencies.. ,hrou-hout the term of this Lease and any renewal thereof.all real estate taxes.and all assessments, which may be lei,led against the Building and the Land. and the Lessee shall pay any property tax generated by any- lease hold improvements. UTILITIES CHARGES: A separate water meter has riot been provided,Lessor agrees to Dr0'6tde water up to 5.000 (pllons per rnonth, and any water usage over 5.000 gallons shall be aid t-- - p by the tenant culpable for the mcrage due to negligence or failing to quickly remedy any water "astage. Lessor shall at their option, have the absolute right to install separate water meters (at Lessor's expense) vvith each tenant thereafter responsible for their own water bills. Lessee shal I also pay for their electric. phone and internet charges. 6. SECURITY DEPOSIT Lessee shall deposit�xuh Lessor"on he signin- ofthis Lease the sujj,j ofI 8-33.321 as SCCUF'tv 'or the perfornialICC OF 1-CSSec's obl",-al ions 1.11-Cllr this Lease, including without limitation. d 10 surrender of possess ioi i of the Premises to Lessor as herein proti'lded. If Lessor applies any part of the deposit to cure <iny default of'Lessee, Lessee shall �,vuliin ten 10) days after \Ni�tten demand therefor deposit with Lessor the amount so applli(:d so that Lessor shall have the full deposit on hand �.jt all tirries during the terms of the Lease. Within thirty (30) days after the LXTH'a110rl of the ori,-sinal or extended term hereof. on the condition Lessee has fully andfaithfulk. performed every provision of this Lease to be perforined by it, the security deposit, or any balance thereof, to-ether with all interest earned thereon. shall be returned to Lessee (or at Lessee's option to the last permitted assignee. it ,any.. of Lessee's interest liercunder). Lessee ackno%�ledges that Lessor has the right to tnansfcr its interest in the Land and Building an,-.1 in this Lease,and Lessee a-o rees that in the ex ent of any such transfer. Lessor shall have the right to transfer the security deposit to the transferee. Upon written acknowledgement of transferee's receipt of such security deposit, Lessor shall thereby be released by Lessee from all liability or obligation for the return of such security deposit,and Lessee agrees to took solely to such transferee for the return of the security deposit. 7. USE AND OCCUPANCY Lessee shall use and occupy the Premises as a physical therapy practice and for no other purposes without Lessor's prior written consent. 8. COVENANTTO PAY RENT Lessee shall pay rent,and any additional rent as hereinafter provided,to Lessor at 1921 SW 36"' Avenue. Delray Beach, Florida 33445 or by direct deposit. 9. CARE AND REPAIR OF PREMISES Lessee shall commit no act of waste and shall take good care of the Premises and the fixtures and appurtenances therein,and shall,in the use and occupancy of the Premises,conform to all laws, orders,and regulations of the Federal, state.and municipal governments or any of their agencies or department.All improvements made by Lessee to the Premises which arc so attached to the Premises that they cannot be removed without material injury to the Premises, shall become the property of Lessor upon installation. Not later than the last day of the term of this Lease, Lessee shall, at Lessee's expense.remove all of Lessee's personal property and those improvements made by Lessee which have not become the property of Lessor, including trade fixtures. cabinet work, moveable paneling,partitions, and the like, repair all injury done by or in connection with the installation or removal of such property and improvements-.and surrender the Premises in as good condition as they were at the begirming of the Tern-i,reasonable wear. and damage by fire, the elements,casualty,or other cause not due to the misuse or neglect by Lessee or Lessee's agents, eniployees, visitors, or licensees.excepted. All property,of Lessee remaining on the Premises after the last day,of the'ferm of this lease shall be conclusively deemed abandoned and may be removed by Lessor. and Lessee shall reimburse Lessor for the cost of such removal. 10. CONSTRUCTION OF PREMISES Lessee agrees that it will not,construct any improvements without the prior written consent of Lessor. It. ADDITIONS,ALTERATION S, OR IMPROVE MENT S Lessee shall not.without the prior expressed written consent of Lessor.make any structural alterations,improvements or additions in.to,or on and about the Premises. Lessor's refusal to give said consent shall be conclusive. if Lessor consents to said alteration,improvements or additions,it niay g., without impose Such conditions with respect thereto as Lessor deems appropriate, including limitation,requiring Lessee to furnish Lessor with security for the payment of all costs to be incurred 3 in connection with security fort he pa\,ment o f al I costs to be irICLU-11'ed in connection with such �kork, irisurance aaainst liabilities which may arise out of such work. and plans and specifications plus permits necessary for such work. The work necessary to make any alteration, improvements or additions to the Premises shall be done at I.essce'sexpoil se. I 'l.)oncompletion ol'suchw,,-orkt,,essce shall deliver to Les.-,or. if'payrrient is made by I-essee directly to contractors. evidence of paw,nnent. contractor's afliclavits, and full and final waivers of all liens for labor. services or materials. Lessee t snail defend and hold Lessor the Building harmless fi-oin all costs,damages.liens arid expenses s t- related to such work. .,Ml work done bv Lessee or its contractors pursuant to this Section 12 shall be done in a firsi-class workmanlike manner using only good.grades of i-naierials and shall comply ,x all insurance requirements and all applicable laws (Ind ordinances and rules and regulations of oovernmental departments or agencies'. 12. COVENANT AGAINST LIENS Lessee has no authority or power to cause or pern-ni any lien or encuinbrance of an\: kind whatsoever,whether created by act of Lessee.operation oflavx or otherwise.to attach to or be'r)laced upon Lessor's title or interest in the Building or Premises. arid anv and all liens and encumbrances created by, Lessee shall attach to Lessec's interest only. Lessee cc >v and agrees not to suffer or permit. any lien of mechanics or material Tnen or others to he placed against the Buildino or the Premises with respect to work or services clatined to have been periorined for or materials claimed m have been furnished to Lessee or the Premises. and. in case of any such lien attach1nL,, Lessee coli onants aricIf agrees to cause it to be released and removed of record wAlzltlurj live( �)business days In the ew,enl that such lien is not released and rennoved vvithin five(5)business da-vs ot'notice, Lessoi% at its sole option.may take all action necessary to release tared remove such lien(vvithout am dUt-v-to lnvesti�atC the validity ttiereof)and,Lessee shall promptly upon notice reimburse Lessor for- all 6ra', surns.costs and expenses(including reasonable attorney's lees)incurred by Lessor in connection with such lien together vvith a fifteen percent (1511,16) administrative charge 13. ACTIVITIES INCREASING FIRE INSURANCF, Lessee shall not do or suffer anything to be done on the Premises that will increase the rate of g insi.irance on the Building. If by reason of the failure of lessee to comply \A,ith the terms of this 1-ease, or b} reason of"Lessee's occupancyC� (e\en though perrintied or conterriplate by this Lease). the insurance rate shall at any time be higher ww -eirriburse thaii it ould other ise be, Lessee shall i I essor for that part of all insurance prerniurns charIged because ol'such -violation or occupancy by Lessee, 14. AC CUMUJTATION OF WASTE OR REFUSE -MATTER Lessee shall not pci'mit the accuniull'adnion ofwaste or refuse matter on or about the Premises or any-where in or near the Building,Lessee shall be responsible to take the trash cans to the curb on SIDecified trash days rand then return thein to the trash enclosure. The Lessee will be given a key l'or tilt losure. Note: trash cans are not to be alto-�wed to remain at the curb overnight or on U'as, enc holidays. No large ,rash items are to be retained in the trash enclosure, The Lessee will need to make arranLcrnents for a special pick up to haul aNva% any large trash iterns at their expense, o 15. ABANDONMENT Lessee shall not,without first obtaining the written consent of Lessor.abandon the Premises, or allow the Premises to become vacant or deserted. 16. ASSI�YNMENT AND SUBI,ETTING Lessee shall not.without the prior expressed written consent of Lessor.(i.)assign,convey or mortgage this Lease or any interest hereunder-, (ii)suffer to occur or permit to exist any assignment of this Lease.or any lien upon Lessee's interest, involuntarily or be operation of law;(iii)sublet the Premises or any part thereof.or(iv) permit the use of the Premises by any parties other than Lessee and its employees. Lessor's consent to any assignment.subletting or transfer or Lessor's election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release the original Lessee from any covenant or obligation under this Lease. Lessor's consent to any assignment, subletting or transfer shall not constitute a waiver of Lessor's right to withhold its consent to any future assignment. subletting or transfer. If Lessee is a corporation and if any transfer,sale,pledge or other disposition of the majority, or controlling interest o t`the outstanding stock.be changed. Lessee shall so notify lessor and Lessor shall have the right, at its option. to treat any such transfer, sale,, pledge or other disposition as an assignment under this paragraph and subject to all restrictions herein. 1.7. COMPIJANCE WITH RU1.,ES, AND REGULATION Lessee shall observe and comply with the rules and regulations for the Building attached hereto as Exhibit "A" and made a part hereof,and with such further reasonable rules and regulations as Lessor may prescribe. for the safety,care,and cleanliness of the Building and the comfort,quiet., and convenience ol"other occupants of the Building. 18. ELECTRICAL EQUIPMENT 'The Lessee shall not install or maintain any electrically operated equipment,machinery,or heavy equipment except light office machines and those machines normally used in the conduct of Lessee's business, without first obtaining the written consent of the Lessor which shall not unreasonably be withheld. The Lessor may condition such consent.upon the Lessee's paying for any excess consumption of water and/or electricity occasioned by the operation of said equipment or machinery as additional rent. 19, DAMAGES TO BUILDING If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonable estimated by Lessor. will equal or exceed Thirty Percent (.30%) of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage,then Lessor may,no later than the forty-fifth(45)day following the damage.give Lessee a nmice of election to terriiinate this Lease. In the event of'such election. this Lease shall be deeined io terinniate on the fifteenth 0.!5) day after the giving of such notice, Lessee shall suirender T possession ofthe Premises, oil or be ori. 0,1e fifteenth (11 5') ckiv after notice of election to terminate. and the rent. and any additional rent. shall be apportioned as,of the date of sun-ender. Any rent paid ior any period beyond such date shall be repaid to Lessee. Jf the Cost of`restoration as estimated by Lessor shall amount to less than Thirty Percent of the replacement value of the bUildirl". or If, (je,,p'le the cost. Lessor does not elect to terinInate this [,case. Lessor :Tali restore the BtIdding, and Premises with reasonable promptness within forty-five (45) days. subject to delays beyond lessor's control and delays in the making of ;Insurance adjustments between Lessor and his Insurance carrier. and Lessee shall have no m_)ht to terminate this Lease except as hercin provided. Lessor need not restore fixtures.improvements.and I alterations olN tied by Lcssee. In any case in Which use of the Premises is affected by any darnape to the Building. there shall be either an abatement or an equitable reduction in rent depending on the period for which and the extent to which the Premises are not reasonably Ll,,cahle for the purpose for vJiich they are leased hereunder. I he�,orcls "restoration" and "restore" as used In this Section shall include repairs. It the damage results from the fault of Lessee. or Lessee's agents. employees. visitors. or licensees. lessee shall, not be entitled to any ab,,ilernent or reduction of rent. 20. NNAIVER OF SUBROGATION In any event of loss,or damage to the Building.the Premises and/or any Contents. each imi-tv sflall took first to tlich-insurance in its favor before juakilng any clairri again the other part,N. 1 o the -2x-ent possible without additional cost. each party shall obtain for each policy of such insurancc., pro\ision perauttin- waiver of ani, claim against the other party tarloss or darnage�N ithin the scope of such i nsurance.and each party,To such extent j)errnjt!etL for itselfand its insurers waives all Such inSLJ-;2d claims against the other party. 21. EMINENT DONIAIN Ifthe Premises or any part thereof or any estate therein. materially affecting Lessee's use of' the Premises. shall be taken by eminent don-iain. this Lease shall terminate on the date when title vests pursuant to such taking. The rent. any additional rent, shall be apportioned as of the ier.mination date.and any rent paid for any period beyond that date shall be repaid to Lessee:. Lessee shall not be entitled to any part of' (fie amard for such taki.m4 or an,," payment in lieu thereof',, but Lessee shall have the right to recover f,orn the condernrin-i.: authority. but I-lot trorn I..'essor. such compensation as may be separately awarded or recoverable for the taking of fixtures and improvements owned by Lessee.prop idedno such claim shall diminish or otherv\ise adversely affect i.esso.,'s award. 22. DEFAULT (a) If Lessee fails to pay anti, rental or other payn-lent due hereunder or upon its fallure to perl'Orin any other of the terrns of this Lease to be observed or performed by Lessee on Its part to be obscred or performed, or if Lessee shali becOme bankrupt or insolvent. or file any debtor procccd1m,s or take or have taken a0ainst Less.ce In an\1 C01111 pUrstiant to any statute either ofthe ik-nAed States or of am, State a petition iii,bankruptcy or insok ency or for reorgain7ation or for the 7' appointment of is receiver or trustee of all or aortion ofy Lessee's property, or if Lessee makes all p I I assignment for the benefit of creditors or petitions for or enters into an arrangement,or suffers this Lease to be taken under any, writ of execution or attachment or if this Lease shall pass to or devolve upon.by law or otherwise,on other than Lessee except as herein provided,then.in any one or more of`such events,upon Lessor serving a written three(3)day notice of cancellation to comply with or remedy such default.the Lessor may elect to declare the entire rent for the balance of the term,or any part thereof. due and payable forthwith, or at the option of the Lessor, this Lease arld the term thereunder shall terminate and come to an end on the date specified in such notice of cancellation. and Lessee shall quit and surrender the Premises to Lessor as if the term hereunder elided by the expiration of the time fixed herein.but Lessee shall remain liable as hereinafter provided. (b)If the notice provided shall have been given and the term shall expire as aforesaid,or should Lessor elect riot to terminate this Lease, Lessor shall have the immediate richt of re-entry and may remove all persons and property frorn the Premises and such property, may be removed and stored in a public warehouse or elwwhere at the cost, and tear the account of Lessee. all without service of notice or resort to legal process (all ol7which Lessee expressly waives and without being deemed guilty of trespass)or becoming liable for any loss or damage which may be occasioned thereby. Lessor shall have a lien for the payment of all suras agreed to be paid by Lessee herein upon all of Lessee's property,which is to be in addition to Lessor's lien now or that my hereafter by provided by law. M Should Lessor elect to re-enter or should it take possession pursuant to legal proceedings or pursuant to any notice provided for or any part thereof for such term or terms (which may be for a terns extending beyond the term of this Lease) and at such rentals and upon such other terms or conditions as Lessor in its sole discretion may deem advisable: upon each such reletting all rentals received by Lessor from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from I-essee to Lessor, second, to the payment of any costs and expenses of such reletting, including brokerage tees and attorney's fees and to costs of such alterations and repairs, third, to the payment of rent due and unpaid hereunder, and the residue, if any,shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received for such reletting during any month be less than that to be paid during that monthly Lessee hereunder,Lessee shall pay any such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. Lessor may recover from Lessee all damages it may incur by reason of Lessee's default, including the cost of recovering the Premises, reasonable attorney's fees. and including the worth at the time ot'such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Deinised Premises for the remainder of the stated term. all of which amounts shall be immediately due and payable from Lessee to Lessor. (d) The parties hereby waive trial by jury in any action,proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of lessor and Lessee, lessee's use or occupancy of the Premises, and; 'or any claim of injury or damage. In the event Lessor cornmences any proceedings for non- payment of rent,or additional rent,Lessee will not interpose any counterclaim of whatever nature or description in any such proceedings. This shall riot,however,be construed as a waiver of Lessee. (e) Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessor obtaining possession of the Premises.by reason of the violation by Lessee of any of the provisions of this Lease. or otherwise. M 11, the event of a breach or threatened breach by Lessee of any provision of this Lease.lessor shall have the right of itkiuliction 7 as if other remedies were not provided for herein, (g)The rights and remedies aiven to Lessor in this Lease are distinct, separate and curnulative remedies, and the exercise ofany of them shall not be deemed to exclude Lessor's right to exercise any or all ofthe others, (h) Neither the commencement an-v of any action or proceeding nor the settlement thereof or entering of I . Judgment therein shall bar lessor from bringing subsequent actions or proceedings froin time to time. N� ,:ot�,v,,jbs di c <anything t� I I I I tan ng , , in this Lease to the contrary, Lessor reserves all ri,ohts which the Laws of the State oil' Florida confer upon ca Lessor against a tenant in default. (l) This paraoraph shall apply to any reney\al of extension ofthis Lease. 23. NO WAIVER OF (_,'ON7EN.,kNTS OR CONDITIONS The failure of either party to insist on a strict performance of air\r covenant or condition hereof:'. or to exercise any option herein contairiLd, shall, not be construed as a waiver of' such covenant, condition. or Option in anv other instance. ThP,, Lease cannot be changed or ten-ninated 24. COLLECTION OFRENTFROM ANY OCCUPANT If the Premises are sublet or occupied by anyone other than Lessee and Lessee is in de-fautt hereunder, or if this Lease is assigned by Lessee. Lessor may collect rent from the asslL)neel subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No-such collection shall be deemed a yvalver ofilie covenant herein assi- a-ainst riment and subletting or the C tn acceptance of such assignee. -subtenant, oi- occu aril as Lessee, oi- release ofl,cs.-see from further l P perforl-nance ofthe covenants herein contained. 25. SUBORDINATION OF' LEASE This Lease shall be subject and subordinate to all rnortuages that may nm� or hereafter effect such Leases or the real property ol' tiyhiclr the ll,enlises, forrn a part, and also to all renvv,,-`lS. 1-1100il-ications. consolidations. and replaceinenis of-such nriortgages. Alth0U2h no instrument or act on the part ol"Lessee shall be necessaly to effectuate such subordil tion, Lessee w'ertheless, execute and deliver such rul,her instruments confirnilnp.such subordination of this Lease as may be desired by the holders of such niortgages. Lessee herebN. appoints Lessor attorney in. fact. irrevocably. to execute and deliver any such instrument for Lessee. 26. IVIG. .—FO CURE LESSEE'S BREACH IfLessee breaches any covena-rit or condition of this Lease. Lessor may. on three (3) days' noticetoU'ssee(except that no notice need beoiven in case of emerocney). cure such breach at the expense of Lessee. The reasonable arriount of all expenses, including attorney's fees, incurred bN Lessor in so doing (whether paid by Lessor nor not) shall be deemed additional rent payable on dernand. 27. NOTICES Any notice by either party to the other shall be in writing and shall be deemed to have been duly given only if delivered personally or sent by registered or certified mail in a postpaid envelope addressed- if to Lessee,at the above described building-. if to Lessor,at Lessor's address as set forth above;or,to either,at such other address as Lessee or Lessor,respectively,may designate in writing. Notice shall be deemed to have been duly given,if delivered personally,on delivery thereof'.and if mailed, on the first (Ist) day after receipt thereof, 28. RIGHT TO INSPECT AND REPAIR Lessor may. but shall not, be obligated to, enter the Premises at any reasonable times, on reasonable notice to I-essee (except that no notice need be given in case of emergency) for the purpose of inspection or the making of such repairs,replacements.or additions in,to,on and about the Premises or the necessary building.as Lessor dectris or desirable. Lessee shall,have no cause of C� I action or claim against Lessor by reason thereof. 29. INTERRUPTION OF SERVICES OR USE Interruption or curtailment of any service maintained in the Building, if caused by strikes., mechanical difficulties,or any causes beyond Lessor's control,whether similar or dissimilar to those enumerated, shall not entitle Lessee to any- claim against Lessor or to any abatement in rent. and shall not constitute constructive or partial eviction, 30. CONDITIONS OF LESSOR'S LIABILITY Lessee shall not be entitled to claim a constructive eviction from the Premises unless Lessee steal I have first notified Lessor in writing of the condition or conditions giving rise thereto and.if the complaints be justified,unless Lessor shall have failed within a reasonable time after receipt of such notice to remedy such conditions. 31. RIGHT TO SHOW PREMISES Lessor may show the premises to prospective purchasers and mortgagees and, during the three(3)months prior to termination of this Lease.to prospective tenants,during business hours on reasonable notice to Lessee. 32. NO OTHER REPRESENTATIONS No representations or promises shall be binding on the parties hereto except those representations and promises contained hercin or in some future writing signed by the patty making such representations or promises. 9 33. QUIET ENJOYMENT Lessor covenants that 1¢ and so lont'), as Lc�,�secp ays the rent- and any' additional rent as ,erein movided. and performs the covenants 1-lereof.. Lessee shall peaceablyand quietly have. hold andenjoy the Premises for the terl-rherein nientioned. subject to the provisions ons ofthis Lease. 34. ESTOPPEJ_ CERTIFICATES Lessee agrees from time to time, within ten (10) days after a request by Lessor. to C,�ecljte and deliver to Lessor an estoppel eerti.fiicatc. in fbr.mi satisi"I clory to Lessor. which certifies (a) that mis Lease constlitites the only a_orcernemt benxeeri Lessor and l-'essee with respect to the Premises, h) that this I.-case is unn-iodified and in fill! force,�.mcl effect(or ilf there have been modifications,that the Sallie is In fill',force and effect as modified-and Stating the modifications),(c)the expiration date of the]-.ease term and that there are rio a,reernerits with Lessor to extend or rencrN, the Lease terin or pertrin any holding over ior ifthere arc aliv such agreements. describes thele and specifics the peri ods of exten ion, or renewa 1). W) the elates through which rents have been paid, incluclit at)\ nnns rald in advanec: (o �' heLhel-ornw any ,ecuirm ctc,'posilfs) ave I cen paid: - t ' m I't D (I) %r hether or not an\ tenant inipro\,einents have been cornpicted �o) whether or not there Is 11.right or" s ter Interest to sell or the sante; (h) whether or not, to the knowledge and bellef'off-,essee,-f-essor is in default in i-)enormance of any (-)fit.,, oblip,ations under this Lease. and specifics each default of which Lessee has knowlcdoe: 1)( vdiether or not to the kriowled,( :�11 '' ge and belief ofLessee, any event has occurred which. with the g3kin2 ()I'ILI,' is notice or passage of time. or both. r,wulcl constitute a default b\ 1_, ssor.and 11"such an event has occurred, specifies cacti such event: and(i)v,-hel her or not I is en I i ed to all'v credlis. offsets. detenses or deductions a,_)airist pavnient of rents. and if so, describes them. An estoppel certificate issued by LeSSCC pursuant Io this 'Section shall be representation and \VaMinty by Lessee which may be relied upon by Lessor and by others with whom Lessor nim be Lessee shall also include In the estoppel certificate such other information concernini-, this Lease Lis Lessor niav reasonably reqLlt st, If Lessee falls to executeInd deliver the estoppel certificate within tell (1'0) clays after a request by Lessor. (a) Lessor's representations concemim,, the factual Matters Covered bN, the estoppel oppel certificate. 'as described abor c. shall be conclusively presurned lo he correct, (b) I,' essce shall be deemed to have HTC'VOcibl\ constituted and appolmed 1..cssol- as Lessee's special attorriev-jri-fact to execute and clehver the estoppel certificate to any third party, and (c) such failure shall be a material default entitlintl Lessor to exercise its remedies under the ierins hereof. 3-5). NAN"AIVER OF JURY TRJAI_ To the extent Such \kai\er is :)erniflitcl b\ la\,\ the l-mrtles N�;Ulve Trial bv jury in an\ action or proceeding broLiul')t :n., connection rxitli this Lease ()I, the Prejj);ses, 36. SECTION HEADINGS The section headings in this Lease are intended l'or convenience only and shall rim he taken into consideration any construction oi- interpret,tion ofthis i case or any of its provision. 37. APPUCABILITY TO HEIRS AND ASSIGNS This provisions of this I-ease shall apply to, bind, and inure to the benefit of Lessor and Lessee.and their respective heirs.,successors,legal representatives,mid assigns. It is understood that the term "Lessor" as used in this Lease means only the owner,a mortgagee in possession,or a term Lessee ofthe Building.so that in the event of any sale of the Building or of any Lease thereof,or if a mortgagee shall take possession of the Premises,, the Lessor named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Lessor hereunder accruing thereafter. and it shall be deemed without further a0reernent that the purchaser,the term Lessee of the Building. or the mortgagee in possession has assumed and agreed to carry, out any and all covenants and obligations of the Lessor hereunder. 38. INDEMNITY AND ATTORNEY FEES Lessee shall indemnify Lessor and save Lessor harmless from suits, actions, damages, liability, and causes of action of every nature whatsoever arising or growing out of or in any manner connected with the occupation or use of the Premises and Building ,and every part thereof by Lessee or the employees. agents, servants, guests and invitees of Lessee, including without limiting the generality of the foregoing,of any claims, demand and causes of action of every nature whatsoever which may be made upon, Sustained or incurred by Lessor by reason of any breach. violation or omission or non-performance of any terni,covenant or condition hereof on the part of Lessee or by reason ofanv act or omission on the part of Lessee or the employees. agents, servants. guests or invitee of Lessee,except acts or omissions arising from.the gross g negligence or willful misfeasance of Lessor. In case Lessor shall without fault On its part be made a party to any litigation commenced by or against Lessee, then Lessee shall protect and hold harmless Lessor and shall pay all costs, expenses and reasonable attorney fees. "I'lie foregoing indemnification shall survive the termination of this Lease. Lessee shall also pay, all costs, expenses and reasonable attorney fees that may be incurred or paid by Lessor in enforcing the terms of this Lease.to include any attorney fees incurred or paid by Lessor in appellate proceedings. 39. COMMON AREAS All common areas and other facilities in or around the Building provided by Lessor shall be subject to the exclusive control and management of Lessor. Lessor shall have the right to construct, maintain and operate lighting and other facilities on all said areas and improvements'to police the same to change the area. level, location and arrangement of parking areas and other facilities: to restrict parking by Lessee, or to designate parking areas for Lessee, their officers, agents and employees.to close all or any portion of said areas or facilities to such extent as may be sufficient to prevent a dedication thereof or the accrual of any right of any person to the public therein;to close temporarily all or any portion ofthe parking areas or facilities to discourage non-customer parking Lessor shall operate Lind maintain the common facilities in such manner as Lessor in its discretion shall determine,and Lessor shall have full right and authority to employ and discharge all personnel with respect thereto. 41t INSURANCE Lessee. shall. at its expense. provide and mail lain in force during the entire term of this i'case.and anv ex-rMnsion orrenewal hCrC01', PUhhC liability irisulrancevith limits ol't.!ovcrage of not less than S2.000.000 i"or any property darnwe loss lfron:i any one accident. and not less than 5500.000 for injury to am, one person frorn an-vone accideni. Each policy of such insurance shall name as the Hisured thereunder Lessor and Lessee. Each such liabilitv insurance policy shall be of -fie original the tN PC commonly known as Owner's.Landlord's and Tenant's insurance;. I iginal ofeach such Policy 0i insurance or certified duplicates thereof issued by the insurance Of irISUring orIganizatior-', shall be delivered by Lessee to Lessor on or before-ten 0)days prior to occupancy of the Premises h-, Lessee. Any other 'I'Orin OfIrISUran(:e `Oiicli Lessee, 1.essor or Mortgagee, acting reasonably, S and 1 a i IM Lin"wUnt's `6r risks aaainst vhlch a prudej.it Lessee H require frorn tIirrie to tirne, in for XVOLLICI insure, All Policies referred to above shall be taken out wlih insurers I'licellseG to Cl'o bus]]'ICS's in Florida and reasonably acceptable to Lessor. 11 Lessee falls to obtain or maintain the insurance as hcrein provided,it shall be considered a default and Tenant shall have t_W_eTItV-four hours to cure Said Cletault. Ecssorrna�- effeCt Such Insurance without assurnino am, obligation.in connection the _'with. at the sole cost olTessee and all OL[tl,..I\,S b\ LeSSOI-. Shl,'Ifl irninedialely be clue and owinF. by I_A.,SS'e0. 41. RE'N'T LOSS INSURANCE Lessee shall,during the Terni and array extension of,1111s,Lease,Carry at Lessee's sole expense, a policy of rent insurance Insuring Lessor against loss of the base rental hereunder. Lessee s'h'all DuIrnish✓Lessor \,vith Li certificate of insui-arice evidencin.,), SLICil Covera IC, 42. JANITORIAL, SERVICES Lessee shall provide and pay forjamtorial services for the Premises. Should Lessee elect to use an outside-janitorial service, said service shall be perf'C)rrned by a licensed and bonded janitorial. contractor approved by Lessor in writin.o. Stich janitorial contractor shall be required to carry liabilltv and work-men's compensation insurance lllarnin, Lessor as, an additional insured. 43. LATE CHARGES Ail installments of'rent,additional rent Or any other charges or payments clue from.Lessee to Lessor, not received I)v Lessor within 10 days from the due date as specified in this Lease. shall be considered late and Lessor may clrat-L),e a penalty often percent (I 091"o) Of the U111C011ecLed, arnoLarl. Should said late pm ments be delinquent for more than thin;,- (30) days. Lessor rr)a\ charge I e s s ec. im.—est on the unpaid arnount at [he h4:dhesi rate of interest allovcd under the laws of the State of I'loncla, 4f 44. RADON GAS Florida Statutes Section 404.056 (8) requires that Lessor give the following notification: Radon is a naturally occurring radioactive gas that, when it has accumulated ill a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon gas that exceed federal, and state guidelines have been found in buildings in Florida. Additional in(brmation regarding radon and radon testing may be obtained from your county health unit. 45. RENEWAL OPTION Provided that Lessee is not then in default under the terms of this Lease. then Lessee shall have one(1)option to renew this Lease for an additional term of forty-eight(48)months,,upon terms and conditions to be negotiated by the parties. except that the annual Base Rent during the option period shall be adjusted in. accordance with Section 47 thereof. In order to exercise the option to extend, Lessee shall notify Lessor in writing not less than four (4) months prior to the expiratiori,of the current term of its intention to exercise its option to extend. 46. OPTION Lessor and Lessee agree to negotiate the Base Rent at the time Lessee is interested in renewing this lease. If Lessor and Lessee cannot agree to the annual Base Rent,then the Lease will not be renewed and this Lease will terminate in accordance with the terms of this lease. Option term will be t rears and rental will be based on fair market rates of comparable space with a floor of 2% and ceiling of 5%o increase for the first year and 2% annual increase. 47, HOLDING OVER In the event Lessee remains in possession of the Premises after the expiration of the tenancy created hereunder other than in connection with good faith negotiations for renewal of this Lease, then, without the execution of a new lease, Lessee. at the option of Lessor, shall be deemed to by occupying the Premises as a tenant frorn.month-lo-month, at a monthly rent equal to two (2) times the Base Rent payable during the last month of the lease Term, Such tenancy shall be subject to all the other conditions.provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. 48. MISCELLANEOUS PROVISIONS 11AZARDOUSWAST E: lessee shall obtain Biohazard Waste generatorpermit(waiver)per t Florida Law. Lessee agrees that it will comply with all environmental law,whether local, state or federal,including,without limitation,(a)Federal Clean Air Act,4211 S,C'. 1857 cause (b)Federal Water Pollution Act.33 U.S.C. 1151. (c)Resource Conservation and Re covet 7 Act of 1976, 4211J&C- 9601. (d)Comprehensive Environmental Response,Compensation and Liability 13 (.'c)nt-roJ Act- 15 t .W 2301, �t s .; and t,()) Florida /fir and Watei- Pollution Act, Chapten- 403. Florida statutes..as each shall be aniended from time to dine, Without limitino the loreg,-oing,Lessee agrees that it WU 0) give "Atten Wice to Lessor at least seven (7) das in advance of any production, generation. WHO,`storage. treatnici-it.tramportadon.dkposal.release or removal of "I lazardoi-is Waste" (as dellned below) from or on the Prem0w (ii)not nse or employ the Premises, or any portion, of the Lond w handle., Iranspm. store. treat or dispre of ant Hazardous Waste. whoWer or not it was generaud or produced on tfhe Usaw harmles's from and against anand all claims., damage. habibly expenne or con of aq kind, \\naisoeVer. including. I)ut not limited to. morney's fees arid costs at all tribunal levels. "Wh Lessor may suf1hr, incur or pay resulting from or arising out of any act or Wien of Levee or Levees Aleuts, or any other person on the Premises Under color of authority of Lessee, effecting, the handliri4,,- storage, treatment. transportation.disposal.release or threat of release, or removal of Hazardous Waste fi-orn or on the Promises or any portion cif the Land, 'Yhe term "Hazardous �Vastc" stiall inc]UdC \\ithout limitation zing' L0Xi6 ,vaste, chemical pollutant. solid waste,emribinmion of solid waste.or similar enWronmental hazard.which,because of its quantity. concentration, or physical. clici-nical or infectious characteristic,,, may cause or jni-ficmnly contribute to(i)an increase in in(miabty.(b)an Reversible or incapacitating! illness,or (iii)a substantial.present.or potential hazard to hurnan health or the environnient,when improperly treated, stored,transported or disposed.or othervvise managed,whether at such time of occurrence.it shall he deemed. a \,iolaflon of ani Law. fhe obhgatkms of Lessee. as W as the, AregAng h6ernmt�,. in connection Nvith this Section- too! sure ive the expiration or ember IcnThrimimi of this Lease. anything herein to the Contrary riotv,-itfistandmg. IN WITNESS �VIMRECW. We parties have exec teed this instrument the day and year 11irst abnO "Thren. (LESSOR) ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM 13tACHES, INC. Signed. Scaled and Delivered in the Presence of: JOSEPH VJ. PROVENZANO, M.D. INN WITNESS WHEREOF,the parties have executed this instrument the day, and year first above written. (LESSEE) OAK NIT,LLC an Illinois Limited Liilit-y Company Signed, Sealed and Delivered V in the Presence of: RAVI PATE L, M a nAgaer .......... Witness. STATE OF l[A,lNO1S couTNTY OF The foregoing instrument was acknowledged before me this day ol"December,2019.. C� RAVI PATEL,as authorized agent for OAK NIT, LLC,who is personally known to me or have produced ...........-as identification and did take an oath, NOTARY PUBLIC jLjBAYER AHMED Official Seal tint lry Publi, -stote of llino,s �,,.tate o 'lllinois at t,ar(-,e My Corninission Expires Nov 8,2021 V MV Commission Expires: 15 EVUBIT "T' RUI-E'S AND REGUL-,,kTIONS Elie folic �ir,`r rule,:, and re.gulations are con,,,idercd to be aniaterial porion OfLIAC I-CaSC to ti\!IiCh ,he: are attached: 1 No sign. fixtures, advertisements cg notice shall be displayed- inscribed. pairned oi- Wed by any Lessee on any pan of the outside or it ofthe Building or on or about the Premises of any Lessee m-ithout "Atren cotwer" of the Lessor. and then only of such cdor. size. style and rnme6al as :`hall be t-irst specified by I-essor. No shov,c ase shall be placed in So m in Me Wbies or corridors of said Building wmd Lossw werves Me rlbt to ranove ad! shovcases so placed arid all signs othtr than those above pro\ided Aw. without, nodco and w We expense of the Lessee responsible for the same. The sidewalks,ent-rarwo passages,elevators and staircases shal I not be obstructcal,or used for any other purpose than ingress and egress. 3) nag Lessce identification on entrance doors v\iIII be by a standard sig ge speci lied b! Lossor and paid Qr by Lessee. No Ussee shall install or cause to be installed without Lessor's consent any shades or blinds (w drapes and their colon rnmerials, shape, style and size shall be designated bs Lemon No awning or screen Bat he installed by Lessee. All draperies hung or installed by Lessee shall in installed vith a back the windo�z side face of'which shall be a color approved by Lessoi- in order to provide a urd%ni mindcas exposure Porn the street side of the I3ufldingo. 4) No additions to nor ahwMhms of any part of le E3uilding shall be inade b� ani Lessee. without the \vritton approval of' the Lessor. and anisuch additions or altemions shall he pe6orrned by the Lessor at the cost of the Lessee,if so approved. Lessee MAI not pennit nor came to be permitted any walls or other surfaces h� nails. scre\ks, han,,,,,ers. drilled holes of otherwise. 5) Le.nee shall keep all glass. locks_ trim and other propene of the Lessor in Food workiry order and in good repair and if any of same are broken by the Les'see, sucj' breaks shall be repaired at the Lcssec's expense. 6) No additional locks shall he pined uponany door of`the leased prernises, Le-S'sor hall provide Lessee k�iih four(4)keys for the leased premises and Iour(4) keys for the general Building access. I-essor will not permit an , duplicate keys to be made for the acneral Wilding amen. Any additional keys required for the leased prcn.-Aises AN I be made by Wee at Lessee's expense, l,,pon the termination of the tenancti RULES AND REGULATIONS (Continued) herein provided,Lessee shall surrender all keys received by the Lessee to the Lessor. No electric lamps of a higher wattage than 200 shall be placed in any electric fixtures. 7) If a Lessee desires telegraphic or telephonic corinections.the Lessor will direct the electricians as to where the wires are to be introduced,and without such direction,no wiring or cutting for wires shall be permitted. 8) The Lessor retains the power to prescribe the weight and proper position of safes., and each Lessee shall be responsible for all damage to the walls.floors or other palls of the Building caused by or connected with any moving or caused by any safe, furniture,boxes or bulky articles while in the buildint,',,at Lessee's instance. Premises shall not be over loaded. No engine or other machinery shall be put upon the Premises of any Lessee without the written consent of the Lessor. 10) The doors,windows and transoms that reflect or admit light into passageways or into any place in said Building shall not be covered or obstructed by Lessee. The water closets and other apparatus shall not be used for any purpose other than for which they are constructed. and no sweepings, rubbish, rags or other substances shall be thrown therein. Any damage resulting to them from such use shall be borne by the Lessee who shall cause it. 11) Nothing shall be thrown by the Lessee.Its employees or guests out of the windows or doors or down passages of the Building, 12) Lessee and its employees and guests are not to i nj ure or deface the Building nor the woodwork,nor the walls of the Premises, nor to carry upon the Premises obnoxious. noisy or offensive business or a nuisance, nor conduct any auction therein. 13) No room or rooms shall be occupies or used as sleeping or lodging apartments upon the Demised Premises. 14) Water shall not be wasted by tying or wedging back faucets- or otherwise. 15) Lessees must not leave their windows and doors open when leaving premises at close of business or unoccupied at any time,and shall close windows and lock doors and for any default or carelessness in these respects,or any of them.shall make good all injury sustained by other lessees and by the Lessor, or by, either of them. for damages resulting from such detault or carelessness. 16) No bicycle or other vehicle and no animal shall be allowed in any part of the Building without the consent of the Lessor. 17) Lessor shall have the right,upon reasonable notice to Lessee,except in an emergency which precludes such notice,with pass key or otherwise to enter any leased Promises at any time or times to examine the same or to make such repairs or alterations as it 17 ITIVESAND WGULATIO-NS (Continued) shall, deem necessary ofthe safety, preservation or in-rprovement ofthe Building or leased Premises or ibi,the purpose of cIcall i jj4'. �vatcjjhjg or inspecting same. and duu ring three (3) nnnhs prevhus to to expiration of any- tenallc� -1-nay exhibit the I`eased Prcn-6ses to he 1�et, 18) No Lenshall accurrallaw or mom in be Premises covered by WE Lease any vniste paper. discarded records, books, paper File& sweephys. rags rubbKh or other cornbus6ble material. unless same shall he stored in steel cabinets and be ivell protected from an,\ extcrnat combustion. 19) The QsYH resetweh the tight to exclude 1-win the Ruildintg all persons the Lesser doems to be undesiralle, to Inc.,, end that the Lessor and all Lessees and thch guems and bush ss Wines inn be protected huni Stich persons. 10) Lessor reserves We rWhi to change these rules and to make. Such other and furthcr reasonable rules and eitheral�, one 0� all Lessees, a�, in j LJCI,"!,21!11 C11)I flldfronr; tin-le to til-ne"DO 1`61- the salsewe and deardbey of the PI-cl-rises, I'o'the prcscr�ations of good Wer therein,or for miv other cause. and when so changed, such rnodified crr new rules shall be deemed a part hereof'Wh be -arrit, , eflect as if'written herein when a copy shall have been delivered to the Lessee or left with some person in charge ofthe leased Premises. Lessor's initials Scope of Work Estimate Contractor Renovation Quote: 1. New Flooring in Entire Space 2. New Lighting Fixtures with LED Upgrade 3. New Countertops at front desk 4. Painting 5. New Cabinets/Sink in Staff Kitchen 6. Removal of existing interior wall $46,746.14 New Signage- Exterior and Interior $2,579.03 Total $49,325.17 Estimate Amount $49,325.17 20%Contingency $9,865.03 Total $59,190.20 50% Reimbursement Max $25,000.00 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 Client: Forgione,Mark Home: (561) 846-2748 Property: 906B Federal Hwy Boynton Beach,FL 33435 Operator: ESTIMATE Estimator: Peter Forte Business: (561) 601-6426 Business: 577 SW 25th Ave E-mail: pforte04gyahoo.com Boynton Beach,FL 33435 Type of Estimate: <NONE> Date Entered: 3/25/2020 Date Assigned: Price List: FLDBBX SEP19 Labor Efficiency: Restoration/Service/Remodel Estimate: FORGIONE CON ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 FORGIONE_CON Main Level Main Level DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 87. Dumpster load-Approx.40 yards, 1.00 EA 850.00 0.00 0.00 1,020.00 7-8 tons of debris 88. Post construction clean 12.00 HR 0.00 34.17 0.00 492.04 Total: Main Level 0.00 1,512.04 Kitchen Height: 10' � 4 471.67 SF Walls 145.83 SF Ceiling x;rd,- - 617.50 SF Walls&Ceiling 145.83 SF Floor 16.20 SY Flooring 46.33 LF Floor Perimeter 6"i "-0', TI", 48.83 LF Ceil.Perimeter T",' Door 2' 6"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 90. Remove Tile floor covering 145.83 SF 2.58 0.00 0.00 451.48 91. Vinyl plank flooring 145.83 SF 0.00 5.81 28.79 1,051.28 92. R&R Baseboard-5 1/4" 46.33 LF 0.52 4.58 6.52 291.36 93. Paint baseboard-two coats 46.33 LF 0.00 1.24 0.36 69.39 95. Toilet-Detach&reset 1.00 EA 0.00 219.72 0.39 264.13 97. R&R Cabinetry-lower(base) 11.00 LF 8.51 204.90 120.83 2,962.00 units 98. R&R Countertop-solid surface 27.50 SF 4.46 64.97 81.04 2,388.45 99. R&R Cabinetry-upper(wall) 11.00 LF 7.76 150.18 78.69 2,179.25 units 100. Sink-single-Detach&reset 1.00 EA 0.00 134.65 0.00 161.59 101. R&R P-trap assembly-ABS 1.00 EA 7.74 54.96 0.42 75.74 (plastic) 102. R&R Angle stop valve 2.00 EA 5.17 31.64 1.01 89.55 103. Sink faucet-Detach&reset 1.00 EA 0.00 108.38 0.00 130.06 Totals: Kitchen 318.05 10,114.28 FORGIONE_CON 5/26/2021 Page: 2 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 1--7 Toilet Height: 10' 6 253.33 SF Walls 45.00 SF Ceiling Toilet 298.33 SF Walls&Ceiling 45.00 SF Floor 5.00 SY Flooring 24.50 LF Floor Perimeter 1 27.00 LF Ceil.Perimeter Door 2' 6"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 81. Remove Tile floor covering 45.00 SF 2.58 0.00 0.00 139.32 82. Vinyl plank flooring 45.00 SF 0.00 5.81 8.88 324.41 83. R&R Baseboard-5 1/4" 24.50 LF 0.52 4.58 3.45 154.08 84. Paint baseboard-two coats 24.50 LF 0.00 1.24 0.19 36.69 85. Paint the ceiling-two coats 45.00 SF 0.00 0.83 0.63 45.58 86. Toilet-Detach&reset 1.00 EA 0.00 219.72 0.39 264.13 Totals: Toilet 13.54 964.21 1-16'8. ........................ Lobby Height: 10' 16'2" - 490.00 SF Walls 148.19 SF Ceiling Lobby - 7:Ba"' 638.19 SF Walls&Ceiling 148.19 SF Floor 16.47 SY Flooring 48.17 LF Floor Perimeter F 3 z,,= 50.67 LF Ceil.Perimeter Door 2' 6"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 9. Remove Glue down carpet 148.19 SF 0.66 0.00 0.00 117.37 11. Vinyl plank flooring 148.19 SF 0.00 5.81 29.25 1,068.29 13. R&R Baseboard-5 1/4" 48.17 LF 0.52 4.58 6.78 302.95 26. Electrical Allowance 1.00 EA 0.00 900.00 0.00 1,080.00 27. Paint baseboard-two coats 48.17 LF 0.00 1.24 0.37 72.12 29. Patch and repair drywall for 1.00 EA 0.00 422.93 0.00 507.51 electrical relocation 31. Paint the ceiling-two coats 148.19 SF 0.00 0.83 2.07 150.09 Totals: Lobby 38.47 3,298.33 FORGIONE_CON 5/26/2021 Page: 3 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 1-63" Bathroom Height: 10' ir 6'1"- T 263.33 SF Walls 48.16 SF Ceiling Bathroom - 311.49 SF Walls&Ceiling 48.16 SF Floor 15.35 SY Flooring 25.50 LF Floor Perimeter 21-1-,-" L 28.00 LF Ceil.Perimeter F Door 2' 6"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 78. Remove Tile floor covering 48.16 SF 2.58 0.00 0.00 149.11 72. Vinyl plank flooring 48.16 SF 0.00 5.81 9.51 347.18 73. R&R Baseboard-5 1/4" 25.50 LF 0.52 4.58 3.59 160.38 75. Paint baseboard-two coats 25.50 LF 0.00 1.24 0.20 38.18 77. Paint the ceiling-two coats 48.16 SF 0.00 0.83 0.67 48.78 80. Toilet-Detach&reset 1.00 EA 0.00 219.72 0.39 264.13 Totals: Bathroom 14.36 1,007.76 „F3„ Check In Height: 10' 453.33 SF Walls 142.50 SF Ceiling ch-kIn 595.83 SF Walls&Ceiling 142.50 SF Floor 15.83 SY Flooring 44.08 LF Floor Perimeter i 47.83 LF Ceil.Perimeter F7 Missing Wall-Goes to Floor 3'9"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 45. Remove Glue down carpet 142.50 SF 0.66 0.00 0.00 112.87 46. Vinyl plank flooring 142.50 SF 0.00 5.81 28.13 1,027.26 47. R&R Baseboard-5 1/4" 44.08 LF 0.52 4.58 6.20 277.21 49. Paint baseboard-two coats 44.08 LF 0.00 1.24 0.34 66.00 52. R&R Prefab counter top for new 16.00 LF 4.28 50.94 36.56 1,104.10 desk area 54. R&R Cabinets for desk area 6.00 LF 8.51 204.90 65.91 1,615.65 55. R&R Floating shelf 10.00 LF 4.28 50.94 22.85 690.07 56. R&R Countertop-solid surface for 10.00 SF 4.46 64.97 29.47 868.53 check in area Totals: Check In 189.46 5,761.69 FORGIONE_CON 5/26/2021 Page: 4 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 Lobby hr �'`itdit�ien 2 t� U Open Room Height: 10' heck I fili[ t n'3" °; 4'1" a 1,845.00 SF Walls 1,173.20 SF Ceiling F 7"1 3,018.20 SF Walls&Ceiling 1,173.20 SF Floor Room H11 130.36 SY Flooring 178.25 LF Floor Perimeter EOpen ILffi ce 197.00 LF Ceil.Perimeter 23'8" X24'2" 4 Door 2' 6"X 6' 8" Opens into OFFICE Door 2' 6"X 6' 8" Opens into TOILET Door 2' 6"X 6' 8" Opens into KITCHEN Door 2' 6"X 6' 8" Opens into BATHROOM Door 2' 6"X 6' 8" Opens into LOBBY Missing Wall-Goes to Floor 3'9"X 6' 8" Opens into CHECK-IN 1--4's„ 2'4„ Subroom: Utility Closet(1) Height: 10' T4'6............f-2'6" T 180.00 SF Walls 19.83 SF Ceiling Utility Closet(>) 199.83 SF Walls&Ceiling 19.83 SF Floor 1 1 2.20 SY Flooring 17.17 LF Floor Perimeter 6" 1-4'S" 1 19.67 LF Ceil.Perimeter Door 2' 6"X 6' 8" Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 32. Remove Glue down carpet 1,193.01 SF 0.66 0.00 0.00 944.87 33. Vinyl plank flooring 1,193.01 SF 0.00 5.81 235.50 8,600.27 34. R&R Baseboard-5 1/4" 195.42 LF 0.52 4.58 27.50 1,228.96 35. Electrical Allowance 1.00 EA 0.00 2,200.00 0.00 2,640.00 36. Paint baseboard-two coats 195.42 LF 0.00 1.24 1.51 292.59 38. Paint the ceiling-two coats 1,193.03 SF 0.00 0.83 16.70 1,208.29 39. Remove partition walls as per plan 16.00 HR 51.65 0.00 0.00 991.68 40. Patch walls and ceilings as needed 1.00 EA 0.00 422.93 0.00 507.51 41. Paint part of the walls-two coats 708.75 SF 0.00 0.83 9.92 717.82 42. Frame new kneewall for hand sink 1.00 EA 0.00 151.10 0.00 181.32 station 44. Supply and install new hand sink 1.00 EA 0.00 750.00 0.00 900.00 *connect to existing plumbing in wall location as per plan 64. R&R Cabinetry-lower(base) 5.50 LF 8.51 204.90 60.41 1,481.01 units 65. R&R Countertop-solid surface 12.00 SF 4.46 64.97 35.36 1,042.22 FORGIONE_CON 5/26/2021 Page: 5 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 CONTINUED-Open Room DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 66. R&R Sink-single 1.00 EA 19.37 254.88 10.99 342.30 68. R&R P-trap assembly-ABS 1.00 EA 7.74 54.96 0.42 75.74 (plastic) 69. Sink faucet-Detach&reset 1.00 EA 0.00 108.38 0.00 130.06 70. R&R Angle stop valve 2.00 EA 5.17 31.64 1.01 89.55 96. Relocate laundry room 1.00 EA 0.00 0.00 0.00 0.00 Relocate laundry room to kitchen around$2,500.00 Totals: Open Room 399.32 21,374.19 IF3 +-9'6" Office Height: 10' 461.67 SF Walls 142.08 SF Ceiling _ = 603.75 SF Walls&Ceiling 142.08 SF Floor orfi- 15.79 SY Flooring 45.33 LF Floor Perimeter 1 47.83 LF Ceil.Perimeter 1-13'5"� Door 2' 611 X 6' 811 Opens into OPEN-ROOM DESCRIPTION QTY REMOVE REPLACE TAX O&P TOTAL 57. Remove Glue down carpet 142.08 SF 0.66 0.00 0.00 112.53 58. Vinyl plank flooring 142.08 SF 0.00 5.81 28.05 1,024.25 59. R&R Baseboard-5 1/4" 45.33 LF 0.52 4.58 6.38 285.08 60. Electrical Allowance 1.00 EA 0.00 900.00 0.00 1,080.00 61. Paint baseboard-two coats 45.33 LF 0.00 1.24 0.35 67.88 63. Paint the ceiling-two coats 142.08 SF 0.00 0.83 1.99 143.90 Totals: Office 36.77 2,713.64 Total:Main Level 1,009.97 7,791.14 46,746.14 Line Item Totals:FORGIONE CON 1,009.97 7,791.14 46,746.14 FORGIONE_CON 5/26/2021 Page: 6 ....... Forte Construction MRTE CONS RUCTION 577 25th Ave Boynton Beach,F1.33435 Grand Total Areas: 4,418.33 SF Walls 1,864.81 SF Ceiling 6,283.14 SF Walls and Ceiling 1,864.78 SF Floor 207.20 SY Flooring 429.33 LF Floor Perimeter 0.00 SF Long Wall 0.00 SF Short Wall 466.83 LF Ceil.Perimeter 1,864.78 Floor Area 1,977.00 Total Area 4,510.00 Interior Wall Area 2,209.17 Exterior Wall Area 200.83 Exterior Perimeter of Walls 0.00 Surface Area 0.00 Number of Squares 0.00 Total Perimeter Length 0.00 Total Ridge Length 0.00 Total Hip Length FORGIONE_CON 5/26/2021 Page: 7 up a N 0 c� c� k,r) �fb „9.11 �9 N - - O x v v „z�9------1--.9 b- H�f�TII cl v „Bi I J� U a 0 fig71 x,zt U ,z,6 -01 8z 1-„x�6 .f L .,b.6Z z 0 c� w z o U a � c w ' Tharama 1367 N.Military Trail e..y to grmrr Pr��r6�s�ewss. West Palm Beach,FL 33409 ESTIMATE (561)687-7993 EST-86089 www.signaramawpb.com Payment Terms: 50% Deposit Required Created Date:11/8/2021 DESCRIPTION:Boynton Signage Bill To: Apex Network Physical Therapy Installed: Apex Network Physical Therapy 500 Northpoint Parkway 906 S Federal Hwy West Palm Beach, FL 33407 Boynton Beach, FL 33536 us us Requested By: Mark Forgione Salesperson: Mike-Signarama W.P.B. Email: mforgione@apexnetworkpt.com Email: michael@signaramawpb.com Work Phone: (561)846-2748 Work Phone: 5616877993 Entered By: Mike-Signarama W.P.B. NO. Product Summary QTY UNIT PRICE AMOUNT; Aluminum 6mm ACM with digital print for MAIN Hanging 1 $503.33 $503.33 sign 16"x120"aluminum sign with digital print and holes at the top with heavy duty S hooks for hanging. 2 Aluminum Monument Panel 1 $283.55 $283.55 24x60 Aluminum sign with digital print and custom corners 3 Window Graphics 10 $32.083 $320.83 10 sets of window graphic bands(14x33) 4 Interior Sign/logo 1 $602.60 $602.60 24x45" Brushed Aluminum sign with 4 corner standoffs and raised 1/4"Acrylic letters in black applied to the face. 5 Labor 1 $700.00 $700.00 Labor and materials to install the interior sign,hanging sign,window graphics and replace the monument panel. Subtotal: $2,410.31 Orders under$300 require payment in full before art proofs are generated. Taxes: $168.72 Orders$300 &over require 50%deposit and balance upon completion. Grand Total: $2,579.03 Acceptance of this quote authorizes Signarama to charge balance to your credit card upon job completion. (Customers on credit terms can disregard this notice.) This estimate is valid for 30 days: Generated On: 11/8/2021 3:03 PM Page 1 of 1 a..s;�s' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 CONSENT AGENDA AGENDAITEM: 12.D. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000.00 to Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435 SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months. CRA staff has received a complete grant application from Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435 (see Attachments I - II). Advantage Physical Therapy, LLC d/b/a Apex Network Physical Therapy #39 is physical therapy outpatient office providing rehabilitative medical services to the local Boynton Beach community. They provide the highest quality rehab services exceeding customer expectations in a relaxing and upscale environment while developing a customized treatment plan to reduce pain, improve mobility and reduce future injuries. Due to their success and high demand for quality physical therapy, Apex is expanding to their second location within the Boynton Beach CRA Area. As an outpatient physical therapy office, Apex plans to have approximately one full-time physical therapist, one full-time physical therapist technician, and one full-time front desk coordinator. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $4,171.24 per month (see Attachment III). Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy#39 qualifies as a Tier I I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,250 per month for a 12 month period, whichever is less. If approved, Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 would be reimbursed in the amount of $1,250 per month for a period of 12 months or a total grant amount of $15,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $15,000.00 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $15,000.00 to Advantage Physical Therapy LLC dba Apex Network Physical Therapy#39 located at 906 S. Federal Highway, Suite B, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Application D Attachment II - Location Map D Attachment III - Lease BOYN TON : NOMBEACH 1CRA COMMUNITY RED . ' L( IE T AGENCY October 1, 2021 — September 30, 2022 COMMERCIALBOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY I Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation or expansion. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach.The term "existing business"means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initial-:, Page 1 of 15 Rent Reimbursement 100 Fast Ocean Avenue,4t"Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a monthly rent reimbursement for the first 12 months of business with the option to request an additional 6 months of reimbursement, which may be granted at the discretion of the Board. New businesses are eligible to apply for assistance for up to one year from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a monthly basis, the BBCRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, (the tenant and the landlord). As grantor, the BBCRA does not bear or accept any responsibility for payment of rent at any time, or for penalties incurred for the late arrival of payments by any party. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com. Initials. Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be a new business, or an existing business that is expanding in size. • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. Initials �� Page 3of15 Rent Reimbursement 100 East Ocean Avenue,4t"Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Ineligible sinsses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Medical Research Centers/Housing • Check Cashing Stores • Tattoo Shops / Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment ® Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores • Alcohol and/or Drug Rehabilitation ® Pawn Shops Centers/Housing ® Any other use that the BBCRA staff • Massage/Personal Services or BBCRA Board determine will not • Auto Services Facilities -- repair, support the redevelopment of the storage, sales, etc BBCRA Area • CBD Retail Stores, etc. Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half(50%)of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in 12 monthly payments). Initials..'` Page 4 of 15 Rent Reimbursement � 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery rt • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half(50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in 12 monthly payments). Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Clothing Boutique — clothing, furnishings, art galleries, kitchen shoes & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Centers • Insurance Offices • Laundry/Dry Cleaner facility • Specialty Businesses— stationary, • Florists (no more than 2 approvals gifts, sporting goods per fiscal year) • Take-out Foods Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease at the time of Board approval. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; Initial _ Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the BBCRA for all grant money received up to that point and will not be eligible to receive any further grant funding. For purposes of this grant, the BBCRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The BBCRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachcra.com. All Initial8 Page 6 of 15 ` Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants may submit complete applications via email or mail hard copies of the application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-served basis.Application packets must include the following documentation: 1. A non-refundable fee of$100,which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Provide a 2-3 sentence mission statement for the applying business entity. This will be used as a way to introduce your business to the BBCRA Board. 3. Resume for each principallowner of the business. 4. Copy of the corporate documents for the applying business entity. 5. Copy of City and County Business Licenses (Business Tax Receipt). 6. Copy of executed multi-year commercial lease agreement. 7. Two years of corporate tax returns (for existing businesses only). 8. Two years of personal tax returns for the principal/owners of a new business. 9. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 10.If applicant is an existing business expanding to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. 11.Completed and signed application (attached). 12.Authorization to perform credit check for the business and each principal/owner of the business (attached). 13.W9 Form and Vendor Application (attached). Initials- 4 Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Approval of Funding es All re aired ggplication documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant, with the option to request an additional 6 months. Reimbursement will occur on a monthly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next month. Initials ' ;� I Page 8 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach,FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com In order to receive monthly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthl reimbursement rg uest within 30 days following the end of the next month in which a licant isre uestin reimbursement.. applicant forfeits that month's reimbursement. Discontinuation of Payment The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the BBCRA to award grant funding. Initials Page 9 of 15 � Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO H � l ` INFORMATIONB EAC COMMUNITY REDEVELOPMENT AGENCY APPLICANT OSIS INFORMATION: uness Name (and dlla if applicable): � 1 1 LL Ci Current Business Address y f} 1 {gyp 1 a 7 Fed I D#: 3 Business Phone Number: ^� f' Fax• 7 � oY= Website: Existing Business: Yes No Number of years in existence Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes ,: No If so, monthly base rent. 7 1 LA' New Business Address: - t Square footage of current location: ol,100 Square footage of new location: Type of Business t J,A.0 s r ,�, �� f ��..�., . x m.� � fG� � �� ��� �-,°Ce j t Number of Employees: Hours of Operation: - ,w Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTON "CRA "OEACH asw CO UNITY REDEVELOMAIENT AGENCY APPLICANTINFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner ame: f i Date of Birth: - Email: Residential Address: r: 3 [-L ]1 3 q - Cell Phone umber: 2. Principal/Owner Nam Date of Birth: i o Email: Residential Address: L� AV, el P Cell Phone umber: D Obi 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com i` BOYNTON CRA mmBEACH ', COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you applying for grant assistance under any other program offered by the BBCRA? Yes No If yes, what additional pro rams are you a lying for: Are you receiving grant assistance under any other governmental agencies: Yes_No 1C If yes, list any additional grant sources and amounts: LANDLORDINFORMATION: Landlord Name: r.S-° a Int , l Landlord's MailN dress: - -L - Landlord's ne Number: 5& 1 3`i 37692 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTON 001,0110BEACH ',CRA COMMUNRY REDEVELOPMENT AGENCY APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO BEACH O V APPLICANT INFORMATION APPLICANT SIGNATURE`: Orr-. ~— D to r g cial/9 ner's,S' natu Pri t �_Nams Title 2. ,. P 'n ipal/ er' gnature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. _ Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF -. COUNTY OF 4 <7,.A Q, 1-1-- BEFORE ME,an officer duly authorized by law to administer oaths and take acknowledgements,personally appeared 6 2,e-,.__1 who is/are personally known to me or produced _ as iderftificatioh, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this "'" day of w u r,� , 20 .- I . NOTARY PUBLIC Aide L. Rodriguez My.Commission Expires: 4 •_ NOTARY PUBLIC-STATE OF FLORIDA MY COMMISSION EXPIRES MARCH 10,2023 COMMISSION NO.GG 291725 . "...._.., --•- w. Page 14 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com II �1 Iu�sFii�'�l���fiBOYNTON ', 'I ' OW,QNITY EMELOP E AGENCY LANLORD INFORMATION LANDLO GNATURES: il1. // Landl rd's S'gnature Date 47Printed Name Title s 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF COUNTY OF t N F BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared , who is/are personally known to me or produced h- 3 V C"e— as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, 1 have set my hand and official seal in the State and County aforesaid on this day of ' ' ` " 20 r CHELSEA Ross NOTARY PUBLIC pin Notary Public,State of Florida esff IL Commission#GG 306079 My Commission Expires: My comm.expires FEB.26,2023 Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 11/22/21,4:47 PM PAPA Maps , ' ''�®" Palm,,10THYI .1ACKS CFA,AAS Appraiser Ksu'V& e Search by Owner,Address or Parcel P- Aff gi.120 View Property Record Owners ENGLEWOOD HOLDINGS INC Property Detail Location 906 S FEDERAL HWY A Municipallky BOYNTON BEACH Parcel No. 08434527060000460 Subdivision BOYNTON ISLES IN Book 09999 Page 1942 Sale Date SEP-1 997 1921 SW 36TH AVE Mailing es s Add DELRAY BEACH FL 33445 6650 Use I-ype 1900-MEDICAL OFFICE- BUILDING UP TO 4 STORIES Square Fect 5023 LU .. . . . . . . . . . . Sales Information Sales Date Price SEP-1997 107500 JAN-1972 305200 ........................................ Appraisals Tax Year 2021 Improvement Value $698,146 Land Value $318,3431 ota�Maii Vaiue $1,016,489'. All values are as of January 1 st each year Assessed/Taxable values Tax Year 2021 Assessed Value $1,016,489 Exemption Amou.w axabie Vaiue $1,016,489, Taxes Tax Year 2021 Ad Valorem $21,568 Non Ad Valorem $2,336 $23,904'�' https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434527060000460 Commercial Sublease This Commercial Sublease(this "Sublease") is made effective as of May 10, 2021, by and between Advantage Wellness LLC ("Tenant"), and Advantage Physical Therapy LLC ("Subtenant"). Tenant has previously entered into a lease agreement with Englewood Medical Associates of the Palm Beaches, Inc ("Landlord") dated May 10, 2021 (the "Prime Lease"), a copy of which is attached as an exhibit to this Sublease. Tenant now desires to sublet the leased property to Subtenant and Subtenant desires to sublet the leased property from Tenant. Therefore, the parties agree as follows: PREMISES. Tenant, in consideration of the sublease payments provided in this Agreement, sublets to Subtenant a 2000 Square foot office building at the listed address located at 906B South Federal Highway, Boynton Beach,Florida 33435 (the "Premises"). The legal description for the Premises is: Exclusive use of the entire facility for the deliverance of Physical Therapy , Occupational Therapy, Speech Therapy and Medical Nutritional Therapy Services TERM AND POSSESSION. The term of this Sublease will begin on May 10, 2021 and unless terminated sooner pursuant to the terms of this Sublease, it will continue for the remainder of the term provided in the Prime Lease, which terminates December 31, 2023. SUBLEASE PAYMENTS. Subtenant shall pay to Tenant sublease payments of$4,171.24 per month, payable in advance on the first day of each month. Sublease payments shall be made to Tenant at 3639 W Woolbright Rd, Boynton Beach, Florida 33436, which may be changed from time to time by Tenant. The rent will remain unchanged for years 2022 and 2023, unless the rent is raised by the Landlord due to provisions in the Prime Lease to Tenant. Any increases in the Prime Lease rent will be passed on to Subtenant. Utility Costs. Subtenant shall pay for all utilities, including Water, Electric, Telephone, and Internet used or consumed at the Demised Premises during the term of this Agreement as currently obligated by the Tenant under the Prime Lease. The utilities shall be paid directly to the utility company if separately metered; otherwise, the utilities shall be prorated by Tenant in a fair and equitable manner as mutually agreed to by Tenant and Subtenant and be billed to Subtenant at the same rates as billed to Tenant by the utility company for payment to Tenant. The bills shall be due and payable within ten days of receipt. Property Improvements. Subtenant will be soley responsible for any property improvements required for business operation and aesthetics. Facility maintenance and repairs will be under the responsible party assigned in the Prime Lease. Termination. Subtenant my not terminate sublease unless there is a breach of agreement by Landlord or Tenant. Prior to termination, any breaches will allow for 10 days to resolve upon written notice. DEFAULTS. Subtenant shall be in default of this Sublease if Subtenant fails to fulfill any lease obligation or term by which Subtenant is bound. Subject to any governing provisions of law to the contrary, if Subtenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Tenant to Subtenant, Tenant may take possession of the Premises without further notice (to the extent permitted by law), and without prejudicing Tenant's rights to damages. In the alternative, Prime Tenant may elect to cure any default and the cost of such action shall be added to Subtenant's financial obligations under this Sublease. Subtenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Prime Tenant by reason of Subtenant's defaults. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. LATE PAYMENTS. For any payment that is not paid within 5 days after its due date, Subtenant shall pay a late fee of$50.00. SECURITY DEPOSIT. At the time of the signing of this Sublease, Subtenant shall pay to Tennant, in trust, a security deposit of$100.00 to be held and disbursed for Subtenant damages to the Premises or other defaults under this Sublease (if any) as provided by law. Upon the vacating of the premises for termination of the lease, Tenant shall have 15 days to return the security deposit together with interest if otherwise required, or in which to give Tenant written notice by certified mail to Tenant's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: This is a notice of my intention to impose a claim for damages in the amount of upon your security deposit, due to . It is sent to you as required by Section 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or I will be authorized to deduct my claim from your security deposit. Your objection must be sent to (tennat's address). Compliance with this section by an individual or business entity authorized to conduct business in this state, including Florida-licensed real estate brokers and salespersons, shall constitute compliance with all other relevant Florida Statutes pertaining to security deposits held pursuant to a rental agreement or other landlord-tenant relationship. Enforcement personnel shall look solely to this section to determine compliance. This section prevails over any conflicting provisions in Chapter 475 and in other sections of the Florida Statutes, and shall operate to permit licensed real estate brokers to disburse security deposits and deposit money without having to comply with the notice and settlement procedures contained in Section 475.25(1)(d). CUMULATIVE RIGHTS. The rights of the parties under this Sublease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON-SUFFICIENT FUNDS. Subtenant shall be charged $35.00 for each check that is returned to Landlord for lack of sufficient funds. PROPERTY INSURANCE. Lessor, Tenant and Subtenant shall each maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. Tenant shall receive advance written notice from the insurer prior to any termination of such insurance policies. Subtenant shall also maintain any other insurance which Tenant or Lessor may reasonably require for the protection of Tenants or Lessors interest in the Premises. Subtenant is responsible for maintaining casualty insurance on its own property. LIABILITY INSURANCE. Subtenant shall maintain liability insurance on the Premises in a total aggregate sum of at least $1,000,000.00. Subtenant shall deliver appropriate evidence to Tenant as proof that adequate insurance is in force issued by companies reasonably satisfactory to Tenant and Lessor. Tenant and Lessor shall receive advance written notice from the insurer prior to any termination of such insurance policies. WAIVER OF RIGHTS. Each of Tenant and Subtenant agrees to, and does hereby, waive all rights of recovery and causes of action against the other,their respective agents and employees, and all persons claiming through or under the other, relating to loss of business, business interruption or loss of rentals resulting from any damage or destruction to the Demised Premises or any of Subtenant's property contained therein, notwithstanding that any such damage or destruction may be due to the negligence of Tenant or Subtenant, their respective agents or employees. Tenant and Subtenant also waive all rights of recovery and causes of action against Lessor for loss of business, business interruption or loss of rentals, resulting from any such damage or destruction, notwithstanding that such damage or destruction may be due to the negligence of Tenant or Subtenant, their respective agents and employees. NOTICE.Notices under this Sublease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows to every interested party: TENANT: Advantage Wellness LLC 3639 W Woolbright Rd Boynton Beach, Florida 33436 SUBTENANT: Advantage Physical Therapy LLC 906B South Federal Highway Boynton Beach, Florida 33435 LANDLORD: Englewood Medical Associates of the Palm Beaches, Inc 1921 SW 36th Ave Delray Beach, Florida 33445 Such addresses may be changed from time to time by any party by providing notice to the other interested parties as described above. GOVERNING LAW. This Sublease shall be construed in accordance with the laws of the State of Florida. LANDLORD'S CONSENT. The Prime Lease requires the prior written consent of Landlord to any subletting of the Premises. Such consent has been obtained and is specified in the Lease Addendum signed May 5th, 2021. INCORPORATION OF PRIME LEASE. This Sublease is subject to all of the terms of the Prime Lease with the same force and effect as if each provision of the Prime Lease were included in this Sublease, except as otherwise provided in this Sublease. All of the obligations and rights of Tenant under the Prime Lease shall be binding upon Subtenant. All of the obligations of Landlord under the Prime Lease shall inure to the benefit of Subtenant. It is the intent of the parties that, except as otherwise provided in this Sublease, the relationship between Tenant and Subtenant shall be governed by the various provisions of the Prime Lease as if those provisions were included in this Sublease in full, except that the terms "Landlord," "Tenant" and "Lease" as used in the Prime Lease, shall instead refer to, respectively, "Tenant," "Subtenant" and "Sublease." The Subtenant herein executes this Sublease with the express acknowledgement that Subtenant has read, reviewed, understands and agrees to comply with all obligations, rights, limitation and responsibilities contained in the Prime Lease. TENANT By- Date:" I/11ness Adv 4to LLC M F rgione, Authorized Member SUBTENANT By: 1V Date: W Z5 Ak�n4je P ys* al Therapy LLC Mark Forgone, Authorized Member ADDENDUMS TO LEASE AGREEMENT TO BE ASSUMED BY ADVANTAGE WELLNESS, LLC ORIGINALLY SIGNED DECEMBER 21 ,2019 BETWEEN ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM BEACHES, INC (LESSOR) AND OAK MT, LLC (LESSEE): ADDENDUM 1: This addendum applies to Lessee's renewal options and does not apply to any other terms in the original contract. RENEWAL OPTION: Lessee shall have the option to renew this Lease for an additional two terms of forty-eight (48) months each. Each option term will be four (4) years and the rent be based on fair market rates of comparable space with a floor of two percent (2%) and a ceiling of five percent (5%) increase for the first year of the first renewal option and then a two percent (2%) annual increase for the second, third and fourth years. The second option renewal will also be based on fair market rates of comparable space with a floor of two percent (2%) and a ceiling of five percent (5%) increase for the first year of the second renewal option and then a two percent (2%) annual increase for the second, third and fourth years. In order to exercise the option to extend, Lessee shall notify Lessor in writing not less than four (4) months prior to the expiration of the current term of its intention to exercise its option to extend. ADDENDUM 11: This addendum applies to errors noted in the original lease. 1 Corrections to original lease: Section 3. TERM: The term of this Lease shall be Forty-Eight (48) months, commencing January 1, 2020 and ending at 11:59 p.m. on December 31. 2023. Section 45. RENEWAL OPTION: Provided that the Lessee is not then in default under the terms of this Lease, then Lessee shall have one (1) option to renew this Lease for an additional term of forty-eight (48) months, upon terms and conditions to be negotiated by the parties, except that the annual Base Rent during the option period shall be adjusted in accordance with Section 46 thereof. Section 46. OPTION: Option term will be fourj4jyears and rental will be based on fair market rates of comparable space with a floor of 2% and a ceiling of 5% increase for the first year and 2% annual increase. ADDENDUM III: This addendum applies to additions to the original contract. ADDITIONS: 1. Lessor agrees to repair the ceiling once the roof has been replaced. 2. if during the course of leasehold improvements by the Lessee, if feasible, the Lessor agrees to relocate the air handler including any duct work and electrical connections to a mutually agreed location that facilitates the direct flow of the air handler water discharge to the exterior of the building at the Lessor's expense. The AJC air handler will be placed inside a new constructed or existing 2 closet and the previous A/C air handler closet will have any damaged drywall replaced and the closet painted and fitted with wood shelving. If the relocation of the A/C air handler delays Lessee's business operation, Lessor will credit Lessee five percent (5%) of the total monthly rent fees per day of forced closure. 3. The security deposit made by OAK MT, LLC and held by the Lessor, will transfer in name to Advantage Wellness, LLC once the Lessor receives a release from OAK MT, LLC. 4. The Lessee will be granted sublease of all or partial use of leased space to Advantage Physical Therapy, LLC. 5. Lessor will grant Lessee a twenty-five percent (25%) reduction in rent for the first four (4) months starting June 1, 2021 and ending September 30, 2021. The rent for the first four months will be $2,937.50 + $190.94 (Florida State Sales Tax) for a total of $3,128.44. Starting October 1, 2021 the rent shall revert to $ 3,916.66 per month + $254.58 (Florida State Sales Tax) for a total of $4,171.24. ADDENDUM IV: This addendum applies to changes to the original contract. The following statement to be added to Section 16. ASSIGNMENTS AND SUBLETTING: Assignment, subletting or transfer of this lease and terms shall not be unreasonably withheld as long as such assignment, subletting or transfer is to an entity with the same scope of practice. The following changes are to be noted to Section 22. Default: 3 Subsection 22 (a) sentence one (1) ..........then, in any one or more of such events, upon Lessor serving a written five 5 day notice of cancellation to comply with or remedy such default, the Lessor may elect to declare Lour 4) months rent due and payable forthwith, or at the option of the Lessor, this Lease and term thereunder shall terminate and come to an end on the date specified in such notice of cancellation, and Lessee shall quit and surrender the Premises to Lessor as if the term hereunder ended by the expiration of the time fixed herein .......... Signed: May , 2021 Lessor: Engl o d Medical Associates of the Palm Beaches, Inc Joseph M. t&etIzano, M.D. Lessee: vantage ellneess LLC Mar 1,CIF' or o 1,74 BUILDING LEASE 1. PARTIES THIS LEASE AGREEMENN'T(hereinaller rel'erred to as the"Lease")is made this _day of December, 2019, between ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM BEACHES, INC. (hereinafter referred to as "Lessor"), and OAK NIT, LLC, an Illinois Limited Liability Company licensed to do business in Florida(hereinafter referred to as "Lessee"). 2. DESCRIPTION Lessor hereby leases to Lessee and Lessee hereby leases from Lessor,the space as presently constituted (hereinafter referred to as the "Premises"), known as 906B South Federal Highway, Boynton Beach.Florida 334')5.consisting of two thousand(2.000)square feet of net useable area of the building located at 906B South Federal I lighway. Boynton Beach, Florida 33435 (hereinafter referred to as the "Building"). The Premises shall be designated as "Suite B" of the Building. Building square footage is five thousand (5,000) square feet net useable area. 3. TERM The term of this Lease (hereinafter referred to as the "Teini") shall be for Forty-Eight(48) months, commencing on January 1. 2020 and ending at 11:59 p.m. on December 31. 2024, thereafter, or on such earlier date as this lease may teri-ninale as hereinafter provided. If Lessee shall take possession of" the Premises or any part thereof prior to the Commencement Date (which Lessee may not do without Lessor's prior written consent).all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to the Premises as if the Commencement Date had been fixed as the date when Lessee took possession of the Premises and Lessee shall pay Rent for the period of such occupancy prior to the Commencement Date at the rate of the annual Base Rent set forth in Section 4 hereof prorated for such period of occupancy. Said early possession shall not advance the termination date of this Lease. 4. BASE RENT Lessee agrees to pay Lessor as Base Rent monthly installments in the amount of$3.750.00 per month., plus Florida State Sales Tax for the first year. The second year rent shall thereafter be increased to $3,916.66 per month. St , plus Florida ate Sales 'rax for the second year. The gross annual rent shall stay the same for year three and year four, unless on a per annum basis the real estate taxes and insurance costs of the building increase by 10%or more over the base amount from 2019. If the real estate taxes and insurance costs exceed the 10%threshold, then the base rent for years three and four would be increased by an additional 40%of arty increase in real estate taxes and insurance costs over the 2019 base amount plus the threshold of 10%. Further sums may be due as "Additional Rent" as hereinafter set loath. ev Base Rent shall be payable in advance on or before the first clay of each and every calendar month durinc-,the Term, g includinLill renewals and extensions thereof. Rent for any period zn I during the Lease Term which is for less than one (1) month shall be a pro rata portion of the monthly installment. Lessee shall pay,, all sales and or use tax on said Base Rent. "fhe term "Lease Year" as used herein shall irican a consecutive tvelve month period con,imencing on the Commencement Date{if such date falls on the first day of a calendar month')or on the first dav of the calendar rnontlil fi)fliowim-T the Commencement Date (if the Commencement Daae does not fall on the First clay ofa calendar month'), 5. ADDITIONAL RENT - PRO RATA SHARE OF 111TILaIES AND REAL ESTATE TAXES In addition to the lase Rent, each calendlar yl-ar ,he Lessee is requi—ld to pa% ulflHties Oncluding, but not limited to electric,water. sewer sanitation. hereinafter referred to as "L trlities"� pid by Lessor furnished to the Premises and such pro rata share shall be deemed as "Additional al Rent". TAXES: Lessor agees to pay to the. local tax authorities and other governmental agencies.. ,hrou-hout the term of this Lease and any renewal thereof.all real estate taxes.and all assessments, which may be lei,led against the Building and the Land. and the Lessee shall pay any property tax generated by any- lease hold improvements. UTILITIES CHARGES: A separate water meter has riot been provided,Lessor agrees to Dr0'6tde water up to 5.000 (pllons per rnonth, and any water usage over 5.000 gallons shall be aid t-- - p by the tenant culpable for the mcrage due to negligence or failing to quickly remedy any water "astage. Lessor shall at their option, have the absolute right to install separate water meters (at Lessor's expense) vvith each tenant thereafter responsible for their own water bills. Lessee shal I also pay for their electric. phone and internet charges. 6. SECURITY DEPOSIT Lessee shall deposit�xuh Lessor"on he signin- ofthis Lease the sujj,j ofI 8-33.321 as SCCUF'tv 'or the perfornialICC OF 1-CSSec's obl",-al ions 1.11-Cllr this Lease, including without limitation. d 10 surrender of possess ioi i of the Premises to Lessor as herein proti'lded. If Lessor applies any part of the deposit to cure <iny default of'Lessee, Lessee shall �,vuliin ten 10) days after \Ni�tten demand therefor deposit with Lessor the amount so applli(:d so that Lessor shall have the full deposit on hand �.jt all tirries during the terms of the Lease. Within thirty (30) days after the LXTH'a110rl of the ori,-sinal or extended term hereof. on the condition Lessee has fully andfaithfulk. performed every provision of this Lease to be perforined by it, the security deposit, or any balance thereof, to-ether with all interest earned thereon. shall be returned to Lessee (or at Lessee's option to the last permitted assignee. it ,any.. of Lessee's interest liercunder). Lessee ackno%�ledges that Lessor has the right to tnansfcr its interest in the Land and Building an,-.1 in this Lease,and Lessee a-o rees that in the ex ent of any such transfer. Lessor shall have the right to transfer the security deposit to the transferee. Upon written acknowledgement of transferee's receipt of such security deposit, Lessor shall thereby be released by Lessee from all liability or obligation for the return of such security deposit,and Lessee agrees to took solely to such transferee for the return of the security deposit. 7. USE AND OCCUPANCY Lessee shall use and occupy the Premises as a physical therapy practice and for no other purposes without Lessor's prior written consent. 8. COVENANTTO PAY RENT Lessee shall pay rent,and any additional rent as hereinafter provided,to Lessor at 1921 SW 36"' Avenue. Delray Beach, Florida 33445 or by direct deposit. 9. CARE AND REPAIR OF PREMISES Lessee shall commit no act of waste and shall take good care of the Premises and the fixtures and appurtenances therein,and shall,in the use and occupancy of the Premises,conform to all laws, orders,and regulations of the Federal, state.and municipal governments or any of their agencies or department.All improvements made by Lessee to the Premises which arc so attached to the Premises that they cannot be removed without material injury to the Premises, shall become the property of Lessor upon installation. Not later than the last day of the term of this Lease, Lessee shall, at Lessee's expense.remove all of Lessee's personal property and those improvements made by Lessee which have not become the property of Lessor, including trade fixtures. cabinet work, moveable paneling,partitions, and the like, repair all injury done by or in connection with the installation or removal of such property and improvements-.and surrender the Premises in as good condition as they were at the begirming of the Tern-i,reasonable wear. and damage by fire, the elements,casualty,or other cause not due to the misuse or neglect by Lessee or Lessee's agents, eniployees, visitors, or licensees.excepted. All property,of Lessee remaining on the Premises after the last day,of the'ferm of this lease shall be conclusively deemed abandoned and may be removed by Lessor. and Lessee shall reimburse Lessor for the cost of such removal. 10. CONSTRUCTION OF PREMISES Lessee agrees that it will not,construct any improvements without the prior written consent of Lessor. It. ADDITIONS,ALTERATION S, OR IMPROVE MENT S Lessee shall not.without the prior expressed written consent of Lessor.make any structural alterations,improvements or additions in.to,or on and about the Premises. Lessor's refusal to give said consent shall be conclusive. if Lessor consents to said alteration,improvements or additions,it niay g., without impose Such conditions with respect thereto as Lessor deems appropriate, including limitation,requiring Lessee to furnish Lessor with security for the payment of all costs to be incurred 3 in connection with security fort he pa\,ment o f al I costs to be irICLU-11'ed in connection with such �kork, irisurance aaainst liabilities which may arise out of such work. and plans and specifications plus permits necessary for such work. The work necessary to make any alteration, improvements or additions to the Premises shall be done at I.essce'sexpoil se. I 'l.)oncompletion ol'suchw,,-orkt,,essce shall deliver to Les.-,or. if'payrrient is made by I-essee directly to contractors. evidence of paw,nnent. contractor's afliclavits, and full and final waivers of all liens for labor. services or materials. Lessee t snail defend and hold Lessor the Building harmless fi-oin all costs,damages.liens arid expenses s t- related to such work. .,Ml work done bv Lessee or its contractors pursuant to this Section 12 shall be done in a firsi-class workmanlike manner using only good.grades of i-naierials and shall comply ,x all insurance requirements and all applicable laws (Ind ordinances and rules and regulations of oovernmental departments or agencies'. 12. COVENANT AGAINST LIENS Lessee has no authority or power to cause or pern-ni any lien or encuinbrance of an\: kind whatsoever,whether created by act of Lessee.operation oflavx or otherwise.to attach to or be'r)laced upon Lessor's title or interest in the Building or Premises. arid anv and all liens and encumbrances created by, Lessee shall attach to Lessec's interest only. Lessee cc >v and agrees not to suffer or permit. any lien of mechanics or material Tnen or others to he placed against the Buildino or the Premises with respect to work or services clatined to have been periorined for or materials claimed m have been furnished to Lessee or the Premises. and. in case of any such lien attach1nL,, Lessee coli onants aricIf agrees to cause it to be released and removed of record wAlzltlurj live( �)business days In the ew,enl that such lien is not released and rennoved vvithin five(5)business da-vs ot'notice, Lessoi% at its sole option.may take all action necessary to release tared remove such lien(vvithout am dUt-v-to lnvesti�atC the validity ttiereof)and,Lessee shall promptly upon notice reimburse Lessor for- all 6ra', surns.costs and expenses(including reasonable attorney's lees)incurred by Lessor in connection with such lien together vvith a fifteen percent (1511,16) administrative charge 13. ACTIVITIES INCREASING FIRE INSURANCF, Lessee shall not do or suffer anything to be done on the Premises that will increase the rate of g insi.irance on the Building. If by reason of the failure of lessee to comply \A,ith the terms of this 1-ease, or b} reason of"Lessee's occupancyC� (e\en though perrintied or conterriplate by this Lease). the insurance rate shall at any time be higher ww -eirriburse thaii it ould other ise be, Lessee shall i I essor for that part of all insurance prerniurns charIged because ol'such -violation or occupancy by Lessee, 14. AC CUMUJTATION OF WASTE OR REFUSE -MATTER Lessee shall not pci'mit the accuniull'adnion ofwaste or refuse matter on or about the Premises or any-where in or near the Building,Lessee shall be responsible to take the trash cans to the curb on SIDecified trash days rand then return thein to the trash enclosure. The Lessee will be given a key l'or tilt losure. Note: trash cans are not to be alto-�wed to remain at the curb overnight or on U'as, enc holidays. No large ,rash items are to be retained in the trash enclosure, The Lessee will need to make arranLcrnents for a special pick up to haul aNva% any large trash iterns at their expense, o 15. ABANDONMENT Lessee shall not,without first obtaining the written consent of Lessor.abandon the Premises, or allow the Premises to become vacant or deserted. 16. ASSI�YNMENT AND SUBI,ETTING Lessee shall not.without the prior expressed written consent of Lessor.(i.)assign,convey or mortgage this Lease or any interest hereunder-, (ii)suffer to occur or permit to exist any assignment of this Lease.or any lien upon Lessee's interest, involuntarily or be operation of law;(iii)sublet the Premises or any part thereof.or(iv) permit the use of the Premises by any parties other than Lessee and its employees. Lessor's consent to any assignment.subletting or transfer or Lessor's election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release the original Lessee from any covenant or obligation under this Lease. Lessor's consent to any assignment, subletting or transfer shall not constitute a waiver of Lessor's right to withhold its consent to any future assignment. subletting or transfer. If Lessee is a corporation and if any transfer,sale,pledge or other disposition of the majority, or controlling interest o t`the outstanding stock.be changed. Lessee shall so notify lessor and Lessor shall have the right, at its option. to treat any such transfer, sale,, pledge or other disposition as an assignment under this paragraph and subject to all restrictions herein. 1.7. COMPIJANCE WITH RU1.,ES, AND REGULATION Lessee shall observe and comply with the rules and regulations for the Building attached hereto as Exhibit "A" and made a part hereof,and with such further reasonable rules and regulations as Lessor may prescribe. for the safety,care,and cleanliness of the Building and the comfort,quiet., and convenience ol"other occupants of the Building. 18. ELECTRICAL EQUIPMENT 'The Lessee shall not install or maintain any electrically operated equipment,machinery,or heavy equipment except light office machines and those machines normally used in the conduct of Lessee's business, without first obtaining the written consent of the Lessor which shall not unreasonably be withheld. The Lessor may condition such consent.upon the Lessee's paying for any excess consumption of water and/or electricity occasioned by the operation of said equipment or machinery as additional rent. 19, DAMAGES TO BUILDING If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonable estimated by Lessor. will equal or exceed Thirty Percent (.30%) of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage,then Lessor may,no later than the forty-fifth(45)day following the damage.give Lessee a nmice of election to terriiinate this Lease. In the event of'such election. this Lease shall be deeined io terinniate on the fifteenth 0.!5) day after the giving of such notice, Lessee shall suirender T possession ofthe Premises, oil or be ori. 0,1e fifteenth (11 5') ckiv after notice of election to terminate. and the rent. and any additional rent. shall be apportioned as,of the date of sun-ender. Any rent paid ior any period beyond such date shall be repaid to Lessee. Jf the Cost of`restoration as estimated by Lessor shall amount to less than Thirty Percent of the replacement value of the bUildirl". or If, (je,,p'le the cost. Lessor does not elect to terinInate this [,case. Lessor :Tali restore the BtIdding, and Premises with reasonable promptness within forty-five (45) days. subject to delays beyond lessor's control and delays in the making of ;Insurance adjustments between Lessor and his Insurance carrier. and Lessee shall have no m_)ht to terminate this Lease except as hercin provided. Lessor need not restore fixtures.improvements.and I alterations olN tied by Lcssee. In any case in Which use of the Premises is affected by any darnape to the Building. there shall be either an abatement or an equitable reduction in rent depending on the period for which and the extent to which the Premises are not reasonably Ll,,cahle for the purpose for vJiich they are leased hereunder. I he�,orcls "restoration" and "restore" as used In this Section shall include repairs. It the damage results from the fault of Lessee. or Lessee's agents. employees. visitors. or licensees. lessee shall, not be entitled to any ab,,ilernent or reduction of rent. 20. NNAIVER OF SUBROGATION In any event of loss,or damage to the Building.the Premises and/or any Contents. each imi-tv sflall took first to tlich-insurance in its favor before juakilng any clairri again the other part,N. 1 o the -2x-ent possible without additional cost. each party shall obtain for each policy of such insurancc., pro\ision perauttin- waiver of ani, claim against the other party tarloss or darnage�N ithin the scope of such i nsurance.and each party,To such extent j)errnjt!etL for itselfand its insurers waives all Such inSLJ-;2d claims against the other party. 21. EMINENT DONIAIN Ifthe Premises or any part thereof or any estate therein. materially affecting Lessee's use of' the Premises. shall be taken by eminent don-iain. this Lease shall terminate on the date when title vests pursuant to such taking. The rent. any additional rent, shall be apportioned as of the ier.mination date.and any rent paid for any period beyond that date shall be repaid to Lessee:. Lessee shall not be entitled to any part of' (fie amard for such taki.m4 or an,," payment in lieu thereof',, but Lessee shall have the right to recover f,orn the condernrin-i.: authority. but I-lot trorn I..'essor. such compensation as may be separately awarded or recoverable for the taking of fixtures and improvements owned by Lessee.prop idedno such claim shall diminish or otherv\ise adversely affect i.esso.,'s award. 22. DEFAULT (a) If Lessee fails to pay anti, rental or other payn-lent due hereunder or upon its fallure to perl'Orin any other of the terrns of this Lease to be observed or performed by Lessee on Its part to be obscred or performed, or if Lessee shali becOme bankrupt or insolvent. or file any debtor procccd1m,s or take or have taken a0ainst Less.ce In an\1 C01111 pUrstiant to any statute either ofthe ik-nAed States or of am, State a petition iii,bankruptcy or insok ency or for reorgain7ation or for the 7' appointment of is receiver or trustee of all or aortion ofy Lessee's property, or if Lessee makes all p I I assignment for the benefit of creditors or petitions for or enters into an arrangement,or suffers this Lease to be taken under any, writ of execution or attachment or if this Lease shall pass to or devolve upon.by law or otherwise,on other than Lessee except as herein provided,then.in any one or more of`such events,upon Lessor serving a written three(3)day notice of cancellation to comply with or remedy such default.the Lessor may elect to declare the entire rent for the balance of the term,or any part thereof. due and payable forthwith, or at the option of the Lessor, this Lease arld the term thereunder shall terminate and come to an end on the date specified in such notice of cancellation. and Lessee shall quit and surrender the Premises to Lessor as if the term hereunder elided by the expiration of the time fixed herein.but Lessee shall remain liable as hereinafter provided. (b)If the notice provided shall have been given and the term shall expire as aforesaid,or should Lessor elect riot to terminate this Lease, Lessor shall have the immediate richt of re-entry and may remove all persons and property frorn the Premises and such property, may be removed and stored in a public warehouse or elwwhere at the cost, and tear the account of Lessee. all without service of notice or resort to legal process (all ol7which Lessee expressly waives and without being deemed guilty of trespass)or becoming liable for any loss or damage which may be occasioned thereby. Lessor shall have a lien for the payment of all suras agreed to be paid by Lessee herein upon all of Lessee's property,which is to be in addition to Lessor's lien now or that my hereafter by provided by law. M Should Lessor elect to re-enter or should it take possession pursuant to legal proceedings or pursuant to any notice provided for or any part thereof for such term or terms (which may be for a terns extending beyond the term of this Lease) and at such rentals and upon such other terms or conditions as Lessor in its sole discretion may deem advisable: upon each such reletting all rentals received by Lessor from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from I-essee to Lessor, second, to the payment of any costs and expenses of such reletting, including brokerage tees and attorney's fees and to costs of such alterations and repairs, third, to the payment of rent due and unpaid hereunder, and the residue, if any,shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received for such reletting during any month be less than that to be paid during that monthly Lessee hereunder,Lessee shall pay any such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. Lessor may recover from Lessee all damages it may incur by reason of Lessee's default, including the cost of recovering the Premises, reasonable attorney's fees. and including the worth at the time ot'such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Deinised Premises for the remainder of the stated term. all of which amounts shall be immediately due and payable from Lessee to Lessor. (d) The parties hereby waive trial by jury in any action,proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of lessor and Lessee, lessee's use or occupancy of the Premises, and; 'or any claim of injury or damage. In the event Lessor cornmences any proceedings for non- payment of rent,or additional rent,Lessee will not interpose any counterclaim of whatever nature or description in any such proceedings. This shall riot,however,be construed as a waiver of Lessee. (e) Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessor obtaining possession of the Premises.by reason of the violation by Lessee of any of the provisions of this Lease. or otherwise. M 11, the event of a breach or threatened breach by Lessee of any provision of this Lease.lessor shall have the right of itkiuliction 7 as if other remedies were not provided for herein, (g)The rights and remedies aiven to Lessor in this Lease are distinct, separate and curnulative remedies, and the exercise ofany of them shall not be deemed to exclude Lessor's right to exercise any or all ofthe others, (h) Neither the commencement an-v of any action or proceeding nor the settlement thereof or entering of I . Judgment therein shall bar lessor from bringing subsequent actions or proceedings froin time to time. N� ,:ot�,v,,jbs di c <anything t� I I I I tan ng , , in this Lease to the contrary, Lessor reserves all ri,ohts which the Laws of the State oil' Florida confer upon ca Lessor against a tenant in default. (l) This paraoraph shall apply to any reney\al of extension ofthis Lease. 23. NO WAIVER OF (_,'ON7EN.,kNTS OR CONDITIONS The failure of either party to insist on a strict performance of air\r covenant or condition hereof:'. or to exercise any option herein contairiLd, shall, not be construed as a waiver of' such covenant, condition. or Option in anv other instance. ThP,, Lease cannot be changed or ten-ninated 24. COLLECTION OFRENTFROM ANY OCCUPANT If the Premises are sublet or occupied by anyone other than Lessee and Lessee is in de-fautt hereunder, or if this Lease is assigned by Lessee. Lessor may collect rent from the asslL)neel subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No-such collection shall be deemed a yvalver ofilie covenant herein assi- a-ainst riment and subletting or the C tn acceptance of such assignee. -subtenant, oi- occu aril as Lessee, oi- release ofl,cs.-see from further l P perforl-nance ofthe covenants herein contained. 25. SUBORDINATION OF' LEASE This Lease shall be subject and subordinate to all rnortuages that may nm� or hereafter effect such Leases or the real property ol' tiyhiclr the ll,enlises, forrn a part, and also to all renvv,,-`lS. 1-1100il-ications. consolidations. and replaceinenis of-such nriortgages. Alth0U2h no instrument or act on the part ol"Lessee shall be necessaly to effectuate such subordil tion, Lessee w'ertheless, execute and deliver such rul,her instruments confirnilnp.such subordination of this Lease as may be desired by the holders of such niortgages. Lessee herebN. appoints Lessor attorney in. fact. irrevocably. to execute and deliver any such instrument for Lessee. 26. IVIG. .—FO CURE LESSEE'S BREACH IfLessee breaches any covena-rit or condition of this Lease. Lessor may. on three (3) days' noticetoU'ssee(except that no notice need beoiven in case of emerocney). cure such breach at the expense of Lessee. The reasonable arriount of all expenses, including attorney's fees, incurred bN Lessor in so doing (whether paid by Lessor nor not) shall be deemed additional rent payable on dernand. 27. NOTICES Any notice by either party to the other shall be in writing and shall be deemed to have been duly given only if delivered personally or sent by registered or certified mail in a postpaid envelope addressed- if to Lessee,at the above described building-. if to Lessor,at Lessor's address as set forth above;or,to either,at such other address as Lessee or Lessor,respectively,may designate in writing. Notice shall be deemed to have been duly given,if delivered personally,on delivery thereof'.and if mailed, on the first (Ist) day after receipt thereof, 28. RIGHT TO INSPECT AND REPAIR Lessor may. but shall not, be obligated to, enter the Premises at any reasonable times, on reasonable notice to I-essee (except that no notice need be given in case of emergency) for the purpose of inspection or the making of such repairs,replacements.or additions in,to,on and about the Premises or the necessary building.as Lessor dectris or desirable. Lessee shall,have no cause of C� I action or claim against Lessor by reason thereof. 29. INTERRUPTION OF SERVICES OR USE Interruption or curtailment of any service maintained in the Building, if caused by strikes., mechanical difficulties,or any causes beyond Lessor's control,whether similar or dissimilar to those enumerated, shall not entitle Lessee to any- claim against Lessor or to any abatement in rent. and shall not constitute constructive or partial eviction, 30. CONDITIONS OF LESSOR'S LIABILITY Lessee shall not be entitled to claim a constructive eviction from the Premises unless Lessee steal I have first notified Lessor in writing of the condition or conditions giving rise thereto and.if the complaints be justified,unless Lessor shall have failed within a reasonable time after receipt of such notice to remedy such conditions. 31. RIGHT TO SHOW PREMISES Lessor may show the premises to prospective purchasers and mortgagees and, during the three(3)months prior to termination of this Lease.to prospective tenants,during business hours on reasonable notice to Lessee. 32. NO OTHER REPRESENTATIONS No representations or promises shall be binding on the parties hereto except those representations and promises contained hercin or in some future writing signed by the patty making such representations or promises. 9 33. QUIET ENJOYMENT Lessor covenants that 1¢ and so lont'), as Lc�,�secp ays the rent- and any' additional rent as ,erein movided. and performs the covenants 1-lereof.. Lessee shall peaceablyand quietly have. hold andenjoy the Premises for the terl-rherein nientioned. subject to the provisions ons ofthis Lease. 34. ESTOPPEJ_ CERTIFICATES Lessee agrees from time to time, within ten (10) days after a request by Lessor. to C,�ecljte and deliver to Lessor an estoppel eerti.fiicatc. in fbr.mi satisi"I clory to Lessor. which certifies (a) that mis Lease constlitites the only a_orcernemt benxeeri Lessor and l-'essee with respect to the Premises, h) that this I.-case is unn-iodified and in fill! force,�.mcl effect(or ilf there have been modifications,that the Sallie is In fill',force and effect as modified-and Stating the modifications),(c)the expiration date of the]-.ease term and that there are rio a,reernerits with Lessor to extend or rencrN, the Lease terin or pertrin any holding over ior ifthere arc aliv such agreements. describes thele and specifics the peri ods of exten ion, or renewa 1). W) the elates through which rents have been paid, incluclit at)\ nnns rald in advanec: (o �' heLhel-ornw any ,ecuirm ctc,'posilfs) ave I cen paid: - t ' m I't D (I) %r hether or not an\ tenant inipro\,einents have been cornpicted �o) whether or not there Is 11.right or" s ter Interest to sell or the sante; (h) whether or not, to the knowledge and bellef'off-,essee,-f-essor is in default in i-)enormance of any (-)fit.,, oblip,ations under this Lease. and specifics each default of which Lessee has knowlcdoe: 1)( vdiether or not to the kriowled,( :�11 '' ge and belief ofLessee, any event has occurred which. with the g3kin2 ()I'ILI,' is notice or passage of time. or both. r,wulcl constitute a default b\ 1_, ssor.and 11"such an event has occurred, specifies cacti such event: and(i)v,-hel her or not I is en I i ed to all'v credlis. offsets. detenses or deductions a,_)airist pavnient of rents. and if so, describes them. An estoppel certificate issued by LeSSCC pursuant Io this 'Section shall be representation and \VaMinty by Lessee which may be relied upon by Lessor and by others with whom Lessor nim be Lessee shall also include In the estoppel certificate such other information concernini-, this Lease Lis Lessor niav reasonably reqLlt st, If Lessee falls to executeInd deliver the estoppel certificate within tell (1'0) clays after a request by Lessor. (a) Lessor's representations concemim,, the factual Matters Covered bN, the estoppel oppel certificate. 'as described abor c. shall be conclusively presurned lo he correct, (b) I,' essce shall be deemed to have HTC'VOcibl\ constituted and appolmed 1..cssol- as Lessee's special attorriev-jri-fact to execute and clehver the estoppel certificate to any third party, and (c) such failure shall be a material default entitlintl Lessor to exercise its remedies under the ierins hereof. 3-5). NAN"AIVER OF JURY TRJAI_ To the extent Such \kai\er is :)erniflitcl b\ la\,\ the l-mrtles N�;Ulve Trial bv jury in an\ action or proceeding broLiul')t :n., connection rxitli this Lease ()I, the Prejj);ses, 36. SECTION HEADINGS The section headings in this Lease are intended l'or convenience only and shall rim he taken into consideration any construction oi- interpret,tion ofthis i case or any of its provision. 37. APPUCABILITY TO HEIRS AND ASSIGNS This provisions of this I-ease shall apply to, bind, and inure to the benefit of Lessor and Lessee.and their respective heirs.,successors,legal representatives,mid assigns. It is understood that the term "Lessor" as used in this Lease means only the owner,a mortgagee in possession,or a term Lessee ofthe Building.so that in the event of any sale of the Building or of any Lease thereof,or if a mortgagee shall take possession of the Premises,, the Lessor named herein shall be and hereby is entirely freed and relieved of all covenants and obligations of Lessor hereunder accruing thereafter. and it shall be deemed without further a0reernent that the purchaser,the term Lessee of the Building. or the mortgagee in possession has assumed and agreed to carry, out any and all covenants and obligations of the Lessor hereunder. 38. INDEMNITY AND ATTORNEY FEES Lessee shall indemnify Lessor and save Lessor harmless from suits, actions, damages, liability, and causes of action of every nature whatsoever arising or growing out of or in any manner connected with the occupation or use of the Premises and Building ,and every part thereof by Lessee or the employees. agents, servants, guests and invitees of Lessee, including without limiting the generality of the foregoing,of any claims, demand and causes of action of every nature whatsoever which may be made upon, Sustained or incurred by Lessor by reason of any breach. violation or omission or non-performance of any terni,covenant or condition hereof on the part of Lessee or by reason ofanv act or omission on the part of Lessee or the employees. agents, servants. guests or invitee of Lessee,except acts or omissions arising from.the gross g negligence or willful misfeasance of Lessor. In case Lessor shall without fault On its part be made a party to any litigation commenced by or against Lessee, then Lessee shall protect and hold harmless Lessor and shall pay all costs, expenses and reasonable attorney fees. "I'lie foregoing indemnification shall survive the termination of this Lease. Lessee shall also pay, all costs, expenses and reasonable attorney fees that may be incurred or paid by Lessor in enforcing the terms of this Lease.to include any attorney fees incurred or paid by Lessor in appellate proceedings. 39. COMMON AREAS All common areas and other facilities in or around the Building provided by Lessor shall be subject to the exclusive control and management of Lessor. Lessor shall have the right to construct, maintain and operate lighting and other facilities on all said areas and improvements'to police the same to change the area. level, location and arrangement of parking areas and other facilities: to restrict parking by Lessee, or to designate parking areas for Lessee, their officers, agents and employees.to close all or any portion of said areas or facilities to such extent as may be sufficient to prevent a dedication thereof or the accrual of any right of any person to the public therein;to close temporarily all or any portion ofthe parking areas or facilities to discourage non-customer parking Lessor shall operate Lind maintain the common facilities in such manner as Lessor in its discretion shall determine,and Lessor shall have full right and authority to employ and discharge all personnel with respect thereto. 41t INSURANCE Lessee. shall. at its expense. provide and mail lain in force during the entire term of this i'case.and anv ex-rMnsion orrenewal hCrC01', PUhhC liability irisulrancevith limits ol't.!ovcrage of not less than S2.000.000 i"or any property darnwe loss lfron:i any one accident. and not less than 5500.000 for injury to am, one person frorn an-vone accideni. Each policy of such insurance shall name as the Hisured thereunder Lessor and Lessee. Each such liabilitv insurance policy shall be of -fie original the tN PC commonly known as Owner's.Landlord's and Tenant's insurance;. I iginal ofeach such Policy 0i insurance or certified duplicates thereof issued by the insurance Of irISUring orIganizatior-', shall be delivered by Lessee to Lessor on or before-ten 0)days prior to occupancy of the Premises h-, Lessee. Any other 'I'Orin OfIrISUran(:e `Oiicli Lessee, 1.essor or Mortgagee, acting reasonably, S and 1 a i IM Lin"wUnt's `6r risks aaainst vhlch a prudej.it Lessee H require frorn tIirrie to tirne, in for XVOLLICI insure, All Policies referred to above shall be taken out wlih insurers I'licellseG to Cl'o bus]]'ICS's in Florida and reasonably acceptable to Lessor. 11 Lessee falls to obtain or maintain the insurance as hcrein provided,it shall be considered a default and Tenant shall have t_W_eTItV-four hours to cure Said Cletault. Ecssorrna�- effeCt Such Insurance without assurnino am, obligation.in connection the _'with. at the sole cost olTessee and all OL[tl,..I\,S b\ LeSSOI-. Shl,'Ifl irninedialely be clue and owinF. by I_A.,SS'e0. 41. RE'N'T LOSS INSURANCE Lessee shall,during the Terni and array extension of,1111s,Lease,Carry at Lessee's sole expense, a policy of rent insurance Insuring Lessor against loss of the base rental hereunder. Lessee s'h'all DuIrnish✓Lessor \,vith Li certificate of insui-arice evidencin.,), SLICil Covera IC, 42. JANITORIAL, SERVICES Lessee shall provide and pay forjamtorial services for the Premises. Should Lessee elect to use an outside-janitorial service, said service shall be perf'C)rrned by a licensed and bonded janitorial. contractor approved by Lessor in writin.o. Stich janitorial contractor shall be required to carry liabilltv and work-men's compensation insurance lllarnin, Lessor as, an additional insured. 43. LATE CHARGES Ail installments of'rent,additional rent Or any other charges or payments clue from.Lessee to Lessor, not received I)v Lessor within 10 days from the due date as specified in this Lease. shall be considered late and Lessor may clrat-L),e a penalty often percent (I 091"o) Of the U111C011ecLed, arnoLarl. Should said late pm ments be delinquent for more than thin;,- (30) days. Lessor rr)a\ charge I e s s ec. im.—est on the unpaid arnount at [he h4:dhesi rate of interest allovcd under the laws of the State of I'loncla, 4f 44. RADON GAS Florida Statutes Section 404.056 (8) requires that Lessor give the following notification: Radon is a naturally occurring radioactive gas that, when it has accumulated ill a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon gas that exceed federal, and state guidelines have been found in buildings in Florida. Additional in(brmation regarding radon and radon testing may be obtained from your county health unit. 45. RENEWAL OPTION Provided that Lessee is not then in default under the terms of this Lease. then Lessee shall have one(1)option to renew this Lease for an additional term of forty-eight(48)months,,upon terms and conditions to be negotiated by the parties. except that the annual Base Rent during the option period shall be adjusted in. accordance with Section 47 thereof. In order to exercise the option to extend, Lessee shall notify Lessor in writing not less than four (4) months prior to the expiratiori,of the current term of its intention to exercise its option to extend. 46. OPTION Lessor and Lessee agree to negotiate the Base Rent at the time Lessee is interested in renewing this lease. If Lessor and Lessee cannot agree to the annual Base Rent,then the Lease will not be renewed and this Lease will terminate in accordance with the terms of this lease. Option term will be t rears and rental will be based on fair market rates of comparable space with a floor of 2% and ceiling of 5%o increase for the first year and 2% annual increase. 47, HOLDING OVER In the event Lessee remains in possession of the Premises after the expiration of the tenancy created hereunder other than in connection with good faith negotiations for renewal of this Lease, then, without the execution of a new lease, Lessee. at the option of Lessor, shall be deemed to by occupying the Premises as a tenant frorn.month-lo-month, at a monthly rent equal to two (2) times the Base Rent payable during the last month of the lease Term, Such tenancy shall be subject to all the other conditions.provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. 48. MISCELLANEOUS PROVISIONS 11AZARDOUSWAST E: lessee shall obtain Biohazard Waste generatorpermit(waiver)per t Florida Law. Lessee agrees that it will comply with all environmental law,whether local, state or federal,including,without limitation,(a)Federal Clean Air Act,4211 S,C'. 1857 cause (b)Federal Water Pollution Act.33 U.S.C. 1151. (c)Resource Conservation and Re covet 7 Act of 1976, 4211J&C- 9601. (d)Comprehensive Environmental Response,Compensation and Liability 13 (.'c)nt-roJ Act- 15 t .W 2301, �t s .; and t,()) Florida /fir and Watei- Pollution Act, Chapten- 403. Florida statutes..as each shall be aniended from time to dine, Without limitino the loreg,-oing,Lessee agrees that it WU 0) give "Atten Wice to Lessor at least seven (7) das in advance of any production, generation. WHO,`storage. treatnici-it.tramportadon.dkposal.release or removal of "I lazardoi-is Waste" (as dellned below) from or on the Prem0w (ii)not nse or employ the Premises, or any portion, of the Lond w handle., Iranspm. store. treat or dispre of ant Hazardous Waste. whoWer or not it was generaud or produced on tfhe Usaw harmles's from and against anand all claims., damage. habibly expenne or con of aq kind, \\naisoeVer. including. I)ut not limited to. morney's fees arid costs at all tribunal levels. "Wh Lessor may suf1hr, incur or pay resulting from or arising out of any act or Wien of Levee or Levees Aleuts, or any other person on the Premises Under color of authority of Lessee, effecting, the handliri4,,- storage, treatment. transportation.disposal.release or threat of release, or removal of Hazardous Waste fi-orn or on the Promises or any portion cif the Land, 'Yhe term "Hazardous �Vastc" stiall inc]UdC \\ithout limitation zing' L0Xi6 ,vaste, chemical pollutant. solid waste,emribinmion of solid waste.or similar enWronmental hazard.which,because of its quantity. concentration, or physical. clici-nical or infectious characteristic,,, may cause or jni-ficmnly contribute to(i)an increase in in(miabty.(b)an Reversible or incapacitating! illness,or (iii)a substantial.present.or potential hazard to hurnan health or the environnient,when improperly treated, stored,transported or disposed.or othervvise managed,whether at such time of occurrence.it shall he deemed. a \,iolaflon of ani Law. fhe obhgatkms of Lessee. as W as the, AregAng h6ernmt�,. in connection Nvith this Section- too! sure ive the expiration or ember IcnThrimimi of this Lease. anything herein to the Contrary riotv,-itfistandmg. IN WITNESS �VIMRECW. We parties have exec teed this instrument the day and year 11irst abnO "Thren. (LESSOR) ENGLEWOOD MEDICAL ASSOCIATES OF THE PALM 13tACHES, INC. Signed. Scaled and Delivered in the Presence of: JOSEPH VJ. PROVENZANO, M.D. INN WITNESS WHEREOF,the parties have executed this instrument the day, and year first above written. (LESSEE) OAK NIT,LLC an Illinois Limited Liilit-y Company Signed, Sealed and Delivered V in the Presence of: RAVI PATE L, M a nAgaer .......... Witness. STATE OF l[A,lNO1S couTNTY OF The foregoing instrument was acknowledged before me this day ol"December,2019.. C� RAVI PATEL,as authorized agent for OAK NIT, LLC,who is personally known to me or have produced ...........-as identification and did take an oath, NOTARY PUBLIC jLjBAYER AHMED Official Seal tint lry Publi, -stote of llino,s �,,.tate o 'lllinois at t,ar(-,e My Corninission Expires Nov 8,2021 V MV Commission Expires: 15 EVUBIT "T' RUI-E'S AND REGUL-,,kTIONS Elie folic �ir,`r rule,:, and re.gulations are con,,,idercd to be aniaterial porion OfLIAC I-CaSC to ti\!IiCh ,he: are attached: 1 No sign. fixtures, advertisements cg notice shall be displayed- inscribed. pairned oi- Wed by any Lessee on any pan of the outside or it ofthe Building or on or about the Premises of any Lessee m-ithout "Atren cotwer" of the Lessor. and then only of such cdor. size. style and rnme6al as :`hall be t-irst specified by I-essor. No shov,c ase shall be placed in So m in Me Wbies or corridors of said Building wmd Lossw werves Me rlbt to ranove ad! shovcases so placed arid all signs othtr than those above pro\ided Aw. without, nodco and w We expense of the Lessee responsible for the same. The sidewalks,ent-rarwo passages,elevators and staircases shal I not be obstructcal,or used for any other purpose than ingress and egress. 3) nag Lessce identification on entrance doors v\iIII be by a standard sig ge speci lied b! Lossor and paid Qr by Lessee. No Ussee shall install or cause to be installed without Lessor's consent any shades or blinds (w drapes and their colon rnmerials, shape, style and size shall be designated bs Lemon No awning or screen Bat he installed by Lessee. All draperies hung or installed by Lessee shall in installed vith a back the windo�z side face of'which shall be a color approved by Lessoi- in order to provide a urd%ni mindcas exposure Porn the street side of the I3ufldingo. 4) No additions to nor ahwMhms of any part of le E3uilding shall be inade b� ani Lessee. without the \vritton approval of' the Lessor. and anisuch additions or altemions shall he pe6orrned by the Lessor at the cost of the Lessee,if so approved. Lessee MAI not pennit nor came to be permitted any walls or other surfaces h� nails. scre\ks, han,,,,,ers. drilled holes of otherwise. 5) Le.nee shall keep all glass. locks_ trim and other propene of the Lessor in Food workiry order and in good repair and if any of same are broken by the Les'see, sucj' breaks shall be repaired at the Lcssec's expense. 6) No additional locks shall he pined uponany door of`the leased prernises, Le-S'sor hall provide Lessee k�iih four(4)keys for the leased premises and Iour(4) keys for the general Building access. I-essor will not permit an , duplicate keys to be made for the acneral Wilding amen. Any additional keys required for the leased prcn.-Aises AN I be made by Wee at Lessee's expense, l,,pon the termination of the tenancti RULES AND REGULATIONS (Continued) herein provided,Lessee shall surrender all keys received by the Lessee to the Lessor. No electric lamps of a higher wattage than 200 shall be placed in any electric fixtures. 7) If a Lessee desires telegraphic or telephonic corinections.the Lessor will direct the electricians as to where the wires are to be introduced,and without such direction,no wiring or cutting for wires shall be permitted. 8) The Lessor retains the power to prescribe the weight and proper position of safes., and each Lessee shall be responsible for all damage to the walls.floors or other palls of the Building caused by or connected with any moving or caused by any safe, furniture,boxes or bulky articles while in the buildint,',,at Lessee's instance. Premises shall not be over loaded. No engine or other machinery shall be put upon the Premises of any Lessee without the written consent of the Lessor. 10) The doors,windows and transoms that reflect or admit light into passageways or into any place in said Building shall not be covered or obstructed by Lessee. The water closets and other apparatus shall not be used for any purpose other than for which they are constructed. and no sweepings, rubbish, rags or other substances shall be thrown therein. Any damage resulting to them from such use shall be borne by the Lessee who shall cause it. 11) Nothing shall be thrown by the Lessee.Its employees or guests out of the windows or doors or down passages of the Building, 12) Lessee and its employees and guests are not to i nj ure or deface the Building nor the woodwork,nor the walls of the Premises, nor to carry upon the Premises obnoxious. noisy or offensive business or a nuisance, nor conduct any auction therein. 13) No room or rooms shall be occupies or used as sleeping or lodging apartments upon the Demised Premises. 14) Water shall not be wasted by tying or wedging back faucets- or otherwise. 15) Lessees must not leave their windows and doors open when leaving premises at close of business or unoccupied at any time,and shall close windows and lock doors and for any default or carelessness in these respects,or any of them.shall make good all injury sustained by other lessees and by the Lessor, or by, either of them. for damages resulting from such detault or carelessness. 16) No bicycle or other vehicle and no animal shall be allowed in any part of the Building without the consent of the Lessor. 17) Lessor shall have the right,upon reasonable notice to Lessee,except in an emergency which precludes such notice,with pass key or otherwise to enter any leased Promises at any time or times to examine the same or to make such repairs or alterations as it 17 ITIVESAND WGULATIO-NS (Continued) shall, deem necessary ofthe safety, preservation or in-rprovement ofthe Building or leased Premises or ibi,the purpose of cIcall i jj4'. �vatcjjhjg or inspecting same. and duu ring three (3) nnnhs prevhus to to expiration of any- tenallc� -1-nay exhibit the I`eased Prcn-6ses to he 1�et, 18) No Lenshall accurrallaw or mom in be Premises covered by WE Lease any vniste paper. discarded records, books, paper File& sweephys. rags rubbKh or other cornbus6ble material. unless same shall he stored in steel cabinets and be ivell protected from an,\ extcrnat combustion. 19) The QsYH resetweh the tight to exclude 1-win the Ruildintg all persons the Lesser doems to be undesiralle, to Inc.,, end that the Lessor and all Lessees and thch guems and bush ss Wines inn be protected huni Stich persons. 10) Lessor reserves We rWhi to change these rules and to make. Such other and furthcr reasonable rules and eitheral�, one 0� all Lessees, a�, in j LJCI,"!,21!11 C11)I flldfronr; tin-le to til-ne"DO 1`61- the salsewe and deardbey of the PI-cl-rises, I'o'the prcscr�ations of good Wer therein,or for miv other cause. and when so changed, such rnodified crr new rules shall be deemed a part hereof'Wh be -arrit, , eflect as if'written herein when a copy shall have been delivered to the Lessee or left with some person in charge ofthe leased Premises. Lessor's initials �' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 CONSENT AGENDA AGENDAITEM: 12.E. SUBJECT: Approval of the First Amendment to Extend the Term of the Interlocal Agreement between the City and CRA for the Funding of the Tree Canopy Coverage Project to June 30, 2022 SUMMARY: On December 1, 2020, the City Commission of Boynton Beach executed an Interlocal Agreement (ILA) with the Boynton Beach Community Redevelopment Agency (CRA) for the funding of the Tree Canopy Coverage Project in an amount not to exceed $60,650 (see Attachment I — Resolution R20-134). The purpose of the ILA is to assist the City with its goal of planting of 3,000 trees per year to achieve 20% tree canopy coverage by 2035 and to improve the overall quality, aesthetics, and function of the designated properties identified as Tree Canopy Coverage Project Potential Planting Areas (PPAs) within the CRA Area. To date, the City has received $48,092.00 in reimbursements from the CRA leaving an outstanding balance of$12,558.00. In order to identify additional tree planting locations within the CRA district, City staff is requesting additional time to evaluate, select, and prepare planting sites to ensure that the CRA funding is fully utilized and that trees are placed in the most appropriate and beneficial locations. In some cases, dead trees may need to be removed before new trees are installed. On December 7, 2021, City Commission approved the First Amendment to the Interlocal Agreement between the City and CRA for the Funding of the Tree Canopy Coverage Project to extend the expiration date (currently December 31, 2021) to June 30, 2022 (see Attachment I I — Resolution No. R21-169). FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58200-406, $60,650. The City has submitted invoices totaling $48,092.00 to the CRA for reimbursement, leaving $12,558.00 remaining in the CRA budget for trees and materials per the I LA CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the First Amendment to extend the term of the I nterlocal Agreement between the City and CRA for the funding of the Tree Canopy Coverage Project to June 30, 2022. 2. Provide alternative direction to staff upon further Board discussion. ATTACHMENTS: Description D Attachment I - Resolution R20-134 Tree Canopy Coverage Interlocal Agreement D Attachment II - Resolution R21-169 First Amendment Tree Canopy Coverage ILA 1 RESOLUTION NO. R20-134 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY 5 OF BOYNTON BEACH AND THE BOYNTON BEACH 6 COMMUNITY REDEVELOPMENT AGENCY TO PROVIDE 7 FUNDING FOR THE TREE CANOPY COVERAGE PROJECT; 8 AND PROVIDING AN EFFECTIVE DATE. 9 WHEREAS, the City Commission adopted Resolution R20-091 which established a 10 city-wide tree planting goal; and 11 WHEREAS, the City is undertaking a Tree Canopy Coverage Project to plant trees in 12 furtherance of that goal; and 13 WHEREAS, on November 10, 2020 the Boynton Beach CRA approved the Interlocal 14 Agreement between the City of Boynton Beach and the CRA to fund the Tree Canopy Coverage 15 Project within the Boynton Beach Community Redevelopment Area in the amount of 16 $60,650.00; and 17 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 18 recommendation of staff, deems it to be in the best interests of the City residents to approve and 19 authorize the Mayor to sign an Interlocal Agreement with the Boynton Beach Community 20 Redevelopment Agency to fund the Tree Canopy Coverage Project within the Boynton Beach 21 Community Redevelopment Area. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. Each Whereas clause set forth above is true and correct and incorporated 25 herein by this reference. S:ACA\RESO\Agreements\ILA With CRA For Funding Tree Canopy Coverage Project-Resol.Docx 26 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 27 approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton 28 Beach and the Boynton Beach Community Redevelopment Agency to fund the Tree Canopy 29 Coverage Project in an amount not to exceed $60,650.00, a copy of said Interlocal Agreement 30 is attached hereto as Exhibit"A". 31 Section 3. That this Resolution shall become effective immediately upon passage. 32 PASSED AND ADOPTED this day of December, 2020. 33 CITY OF BOYNTON BEACH, FLORIDA 34 35 YES NO 36 37 Mayor— Steven B. Grant 38 39 Vice Mayor—Ty Penserga 40 41 Commissioner—Justin Katz 42 43 Commissioner—Woodrow L. Hay 44 45 Commissioner—Christina L. Romelus 46 47 VOTE 48 ATTEST: 49 50 r' 51 52 Cr stat Gibson, MMC 53 City Clerk s5 . lk '"y56 (CAposte Seal) 870 ✓ fS 4f SACA\RESO\Agreements\ILA With CRA For Funding Tree Canopy Coverage Project-Resol.Doex (3 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE TREE CANOPY COVERAGE PROJECT WITHIN THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AREA. THIS AGREEMENT("Agreement")is made by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("CITY"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the "Party"or"Parties"). WITNESSETH: WHEREAS,the 2016 Boynton Beach Community Redevelopment Plan("Plan")calls for the redevelopment of the Community Redevelopment Area("CRA Area")as described in the Plan; and WHEREAS, the City has previously adopted City of Boynton Beach Resolution R20-091 (attached hereto as Exhibit"A") which establishes a city-wide tree planting goal; and WHEREAS, the CITY will undertake a Tree Canopy Coverage Project to plant trees in furtherance of that goal; and WHEREAS, tree planting is anticipated to take place in locations identified in designated Tree Canopy Coverage Project Potential Planting Areas (PPAs), as further described in Exhibit "B,"which is hereby incorporated herein; and WHEREAS,the CRA desires to provide the CITY with funding for planting trees in PPAs that are within the CRA Area (the"Project"); and WHEREAS, the Project site lies within the boundaries of the CRA Area; and WHEREAS,the Project is intended to improve the overall quality,aesthetics,and function of the PPAs within the CRA Area; and WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds for the Project, is consistent with the Plan and Chapter 163, Florida Statutes; and WHEREAS, due to the intended elimination of slum and blighted conditions, and the beneficial neighborhood and redevelopment impact of the Project, the CRA and the CITY find that this Agreement serves a municipal and public purpose, and is in the best interest of the health, safety, and welfare of the CITY of Boynton Beach, including the Community Redevelopment Area; 01388588-1 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: 1. Recitals. The recitations set forth above are hereby incorporated herein. 2. Obligations of the CRA. a. The CRA shall provide funding to the CITY in an amount not to exceed Sixty Thousand Six Hundred Fifty and 00/100 Dollars ($60,650), for materials and equipment costs associated with the physical improvements of the Project consistent with the terms of this Agreement, to be used for only reimbursement of certain eligible expenses. Eligible expenses are those expenses that are consistent with the requirements of Florida Statutes, consistent with the Plan, directly related to the Project, and in compliance with the requirements of this Agreement. In addition, only expenses directly associated with planting materials and installation shall be considered eligible expenses. b. The CRA shall make payments to the CITY upon receipt of a complete written request from the CITY for payment, so long as such request complies with all requirements of this Agreement. 3. Obligations of the CITY. a. The CITY shall ensure funds provided by the CRA are not used for any purposes prohibited by § 163.370(3), Florida Statutes,or otherwise prohibited by law. b. The CITY shall ensure that the Project is designed and constructed in compliance with the Plan. C. The CITY shall be responsible for overseeing the Project, coordinating with the contractor(s), and otherwise contracting and coordinating with all other entities as necessary to effectuate the Project,but shall coordinate with the CRA concerning compliance with the Plan. d. The CITY shall also be responsible for the maintenance of the trees planted as a result of the Project,along with contracting and coordinating with all other entities as necessary to comply with the Urban Forestry Management or applicable industry best management standards. e. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director or designee and the CRA Attorney, the CITY shall provide all documents reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement, specifically including any documentation concerning compliance with Florida Statutes or supporting any Reimbursement Request. 01388588-1 2 4. Reimbursement of Funds a. The CITY shall provide a written request for reimbursement of funds ("Reimbursement Request")meeting the requirements of this Agreement to the CRA no later than 30 days after payment by the CITY of funds for which it is seeking reimbursement,and in no case later than 30 days after the Project achieves final completion. For purposes of this Agreement, final completion shall be deemed achieved upon approval of a final inspection from the City, or the equivalent. The request shall include the following information: i. The amount of reimbursement requested; ii. A summary of the Project improvements for which the CITY seeks reimbursement; iii. A statement that the Project is in compliance with the Plan and Florida Statutes, and evidence supporting the statement. iv. Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the CITY for the Project for which the CITY is seeking reimbursement. v. For any Reimbursement Request submitted after final completion, evidence of an approved final inspection, or equivalent, and a final report by the City detailing at minimum the type of trees, quantity, size, location, and the associated maintenance program for the trees that are planted. b. Upon receipt of a complete Reimbursement Request from the CITY that meets the requirements of this Agreement, the CRA shall remit funding in the amount requested, consistent with this Agreement,to the CITY within thirty(30)days of receipt of the Reimbursement Request. C. If the CITY fails to submit a Reimbursement Request within 30 days after the Project achieves final completion, the CITY will no longer be eligible to receive any reimbursement and this Agreement shall terminate. If the CITY submits a Reimbursement Request that the CRA deems incomplete,the CRA shall notify the CITY in writing. The CRA may ask for additional documentation that could reasonably be used to evaluate or support the Reimbursement Request. The CITY shall have 30 days from receipt of the notice to provide the necessary documentation to complete the Reimbursement Request. If the CITY fails to provide the documentation required by the CRA within 30 days,the CITY shall only be eligible for the portion of the Reimbursement Request, if any, that the CRA deems complete and eligible. The CRA will 01388588-I 3 not reimburse the CITY for any portion of the request the CRA deems ineligible for reimbursement. 5. Limits of CRA Obligations for the Project.The Parties agree that the CRA shall only be responsible for providing reimbursement to the CITY for eligible expenses for the Project,and shall not otherwise be responsible for effectuating the Project or maintaining any trees planted as a Result of the Project. 6. Indemnification.The CITY shall indemnify, save,and hold harmless the CRA,its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct of persons or the faulty equipment (including equipment installation and removal) associated with the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the CITY as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the CITY to indemnify the CRA for CRA's own negligence,or intentional acts of the CRA, its,agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 7. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and unless earlier terminated pursuant to this Agreement, shall terminate after the Project has obtained an approved final inspection, or equivalent, and the CRA reimburses the CITY for the Project, or on December 31, 2021 ("Termination Date"), whichever comes first. In no case shall the CRA be required to reimburse the CITY for any untimely requests,or requests submitted after this Agreement is terminated. The term of the Agreement may be extended only upon the execution of a written amendment signed by the CITY Commission and the CRA Board. Nothing in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in accordance with other provisions in this Agreement. 8. Records. The CITY and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs 01388588.1 4 incurred in accordance with generally accepted accounting principles. Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the ten-n of this Agreement and at least 1 year after the ten-nination of the Agreement. 9. Filing. The CITY shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11)of the Florida Statutes 10. Default. Unless otherwise provided in this Agreement, if either Party defaults by failing to perform or observe any of the material terms and conditions of this Agreement for a period of ten(10)calendar days after receipt of written notice of such default from the other Party, the Party giving notice of default may terminate this Agreement through written notice to the other Party. Failure of any Party to exercise its right in the event of any default by the other Party shall not constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to the other Party's failure to perform unless such waiver is in writing and signed by both Parties. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party as may be available to it in law or equity. 11. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any rights in any third parties that are not signatories to this Agreement. 12. Compliance with Laws. The CITY and the CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 13. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the Parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the ten-ns of this Agreement. 14. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such the remainder of the Agreement shall continue to be binding upon the Parties. To that end, this Agreement is declared severable. 01388588-1 5 15. Governing Law and Venue. The terms of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of laws principles. Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court, in the United States District Court for the Southern District of Florida, to which the Parties expressly agree and submit. 16. No Discrimination. Parties shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 17. Notice. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States snail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving of notice: a. CITY: Lori LaVerriere, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 b. CRA: Michael Simon, Executive Director Boynton Beach CRA 100 E. Ocean Avenue 41h Floor Boynton Beach, Florida 33435 c. Copies To: James A. Cherof Goren, Cherof,Doody& Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 01388388-1 6 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 18. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without first obtaining the written consent of the other Party. 19. Interpretation; Independent Advice. This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties.The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 20. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically(i.e.,via facsimile or.pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 21. Survival. The provisions of this Agreement regarding indemnity, waiver, termination, maintenance of trees,and records shall survive the expiration or termination of this Agreement and remain in full force and effect. 22.Time is of the Essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement. [Signatures on following page.] 01388588-I 7 IN WITNESS WHEREOF,the CITY and the CRA hereto have executed this Agreement as of the later of the dates set forth below. ATTEST: CITY OF BOYNTON BEACH, a Florida municipal orporati By: C stat Gibson, CITY Clerk Steven B. Grant, May r Approved s to o Date: 1 f 7Z� ' (SEAL) Office of the Cl Y mey Approved/Ag t Form: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ice of the CRA Attorney ``� d Date: 01388588.1 8 EXHIBIT"A" (insert R20-091 as pdf f le due to low resolution) 01388388-1 9 EXHIBIT"A" (insert R20-091 as pdf file due to low resolution) 01388588-1 9 EXHIBIT"B" (Insert POTENTIAL PLANTING AREAS(PPA) WITHIN CRA AREA as pdf file) 01388588-1 10 Exhibit"A" RESOLUTION NO. R20-091 4 A RESOUITION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, ADOPTING A CITYWIDE TREE PLANTING 6 COAL OF 3,000 TREFS PER YEAR TO ACHIEVE 20% 7 MEE CANOPY COVERAGE Bt' 2035, AND PROVIDING 8 AN EFFECTIVE DATE, 9 10 I I WHEREAS, the City of Boynton Beach enjoys numerous benefits from its ill-ball forest 12 including shade. energy savings, walkable neighborhoods. natural beauty. \0dlil'e habitat. n increased property values. carbon sequestration, uptake of air pollution. and absorption of' 14 stonwvater runoff.and 15 WHEREAS, trees are declining throughout the southern United States as a result of 16 developmeni, storm damage. disease., and lack, of replacement as older trees die: and 17 WIIEREASI, all urban tree canopy assessment of Boynton Beach found that tree canoe) 18 covers 16.1% of the city's total land area. and that the City lost 1% of its tree canopy. or about 19 1,800 ire". from 2017 to 2019, and 20 WHEREAS,the same assessment found that 7.4%ofthe City's land area could potentiallN 21 he planted vvith additional trees: and 22 WHEREAS, the City's 2020 Climate Action Plan identifies Urban Forestry as a kex 23 strategy to help reduce corninunity-wide — _greenhouse gas emissions 50'!/o helovv 2015 levels by 24 2035. and -'s WHEREAS, planting trees in targeted areas can increase equity because low-income 20 neighborhoods often have lower tree canopy and hotter surface temperatures: and 27 WHEREAS,community members have identified tree canopy expansion as a 1017 priority 28 to make Boynton Beach a more sustainable city: and 29 WI]FREAS, the City has developed partnerships with nonprofit organizations and .,0 received grant awards to plant trees in public parks. schools. and private residences: and 1o(A*l M),lrt,c catwjs -Rvs,)Does,, 31 WHEREAS. the City Neill continue to pursue grants and other fundinc opportunities. and 32 will engage the private sector to contribute to the citywide tree planting goal; and 33 WHEREAS,,the City will conduct a land cover assessment every four to five years to track 34 progress toward meeting the tree canopy goal ol'201/110 coveraVe. 35 NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE 36 CITY OF BOYNTON BEACH, FLORIDA,THAT: 37 Section 1. Mach Whereas clause set forth above is it-tic and correct and incorporated 38 herein by this reference. 39 Section 2. The Boynton Beach City Commission adopts a city-wide tree planting goal 40 of 3.000 trees per year to achieve 20%tree canopy coverage by the year 2035. 41 Section 3. That this Resolution shall become effective immediately upon passage. 42 PASSED AND ADOPTED this day of September, 2020. 43 CITY Of BOYNTON BEACI 1. FLORIDA 44 45 YES NO 46 Mawr— Steven B. Grant of 47 48 Vice Mayor , Ty, Penserga ✓ 49 50 Commissioner--Justin Katz 51 52 Commissioner Woodro\\ L I lay 53 54 Commissioner— Christina L Roinclus 55 56 VOIT 57 58 61) 61 Cr tai Gibson. MMC 62 C J\, C lerk 63, 64 65 (Corporate Scall s ( A',RLS ) I tee Cinopy Reg,-Dov u- N U 8 Knuth d t d 1�t , tai e � r i f � � CL L) ILn 1 1. I - � .f.�l 1} i• - -r, k 1S� SIN q t„ . s c t) r. 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Consent Agenda 12/7/2021 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 12/7/2021 Requested Action by Commission: Proposed Resolution No. R21-169-Authorize the Mayor to sign an Amendment to I nterlocal Agreement between the City and CRA to extend the end date of the agreement for the funding of the Tree Canopy Coverage Project. Explanation of Request: On December 1, 2020, the City Commission of Boynton Beach signed an Interlocal Agreement(ILA) with the Boynton Beach Community Redevelopment Agency (CRA)for the funding of the Tree Canopy Coverage Project in an amount not to exceed $60,650. The goal of the ILA is to assist the City with its goal of planting of 3,000 trees per year to achieve 20% tree canopy coverage by 2035 (R20-091) and to improve the overall quality, aesthetics, and function of the designated properties identified as Tree Canopy Coverage Project Potential Planting Areas (PPAs)within the CRA Area. Staff request that the ILA be amended to extend the end date (currently December 31, 2021) to June 30, 2022 to allow the City adequate time to select planting locations for the remaining budgeted trees. Thus far, CRA funds have been spent on trees and materials for large planting events (40-100 trees at a time) in public parks, medians, and rights-of-way. Identifying further tree planting locations has become more time consuming, as it requires evaluating, selecting, and preparing specific sites to install small groups of 1-10 trees. Amending the I LA to extend the end date will allow the City sufficient time to ensure that the CRA funding is fully utilized and that trees are placed in the most appropriate and beneficial locations. How will this affect city programs or services? The City is currently under contract with Community Greening Corp (commencing on May 5, 2021) to supply trees, associated materials, equipment, and labor to install the trees. The City will request reimbursement from the CRA for trees, materials, and equipment as stipulated in the ILA. Fiscal Impact: As of November 17, 2021, the City has submitted invoices totaling $48,092 to the CRA for reimbursement, leaving $12,558 remaining in the CRA budget for trees and materials per the ILA. The non-reimbursable labor and event costs for the remaining CRA tree plantings (estimated $10,000) is allocated in FY 2021-2022 in the Utilities Sustainability Account#401-2821-536.94-44 Alternatives: Not approve the Amendment to the I nterlocal Agreement to extend the term of the agreement. Strategic Plan: Building Wealth in the Community, Transportation and Mobility , Public Health and Safety , Environmental Sustainability Strategic Plan Application: By increasing tree canopy, this project will enhance property values and economic development across the CRA, contribute to more walkable neighborhoods, reduce urban heat, and enhance community sustainability. Page 102 of 899 Climate Action Application: 2020 Climate Action Plan Strategy C-1.5 Urban Forestry. Is this a grant? Grant Amount: Attachments: Type Description D Resolution Resolution approving First Amendment extending ILA with CRA for Tree Canopy Funding D Amendment F I rst Amendment to ILA with C RA for Tree Canopy Funding D I nterlocal Agreement Original ILA with CRA for Tree Canopy funding Page 103 of 899 I RESOLUTION NO. R21- 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 3 APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN 4 AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN THE CITY OF 5 BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY 6 REDEVELOPMENT AGENCY TO EXTEND THE END DATE OF THE 7 AGREEMENT FOR THE FUNDING FOR THE TREE CANOPY COVERAGE 8 PROJECT;AND PROVIDING AN EFFECTIVE DATE. 9 WHEREAS, on December 1, 2020 the City Commission approved an Interlocal 10 Agreement between the City of Boynton Beach and the CRA to fund the Tree Canopy Coverage 11 Project within the Boynton Beach Community Redevelopment Area in the amount of 12 $60,650.00; and 13 WHEREAS,the goal of the ILA is to assist the City with its goal of planting of 3,000 trees 14 per year to achieve 20% tree canopy coverage by 2035 and to improve the overall quality, 15 aesthetics, and function of the designated properties identified as Tree Canopy Coverage 16 Project Potential Planting Areas (PPAs) within the CRA Area; and 17 WHEREAS, so far, CRA funds have been spent on trees and materials for large planting 18 events (40-100 trees at a time) in public parks, medians, and rights-of-way; and 19 WHEREAS, amending the ILA to extend the end date will allow the City sufficient time 20 to ensure that the CRA funding is fully utilized and that trees are placed in the most appropriate 21 and beneficial locations; and 22 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 23 recommendation of staff, deems it to be in the best interests of the City residents to approve 24 and authorize the Mayor to sign an Amendment to Interlocal Agreement with the Boynton 25 Beach Community Redevelopment Agency to extend the end date of the agreement for the 26 funding of the Tree Canopy Coverage Project within the Boynton Beach Community 27 Redevelopment Area. 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 29 BOYNTON BEACH, FLORIDA, THAT: 30 Section 1. Each Whereas clause set forth above is true and correct and 31 incorporated herein by this reference. S:ACA\RESO\Agreements\Amendment To ILA With CRA For Funding Tree Canopy Coverage Project-Reso.Docx Page 104 of 899 32 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 33 approve and authorize the Mayor to sign an Amendment to the Interlocal Agreement between 34 the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency to 35 extend the end date of the agreement for the funding of the Tree Canopy Coverage Project, a 36 copy of said Amendment to Interlocal Agreement is attached hereto as Exhibit "A". 37 Section 3. That this Resolution shall become effective immediately upon passage. 38 PASSED AND ADOPTED this 7th day of December, 2021. 39 CITY OF BOYNTON BEACH, FLORIDA 40 YES NO 41 42 Mayor— Steven B. Grant 43 44 Vice Mayor—Woodrow L. Hay 45 46 Commissioner—Justin Katz 47 48 Commissioner— Christina L. Romelus 49 50 Commissioner—Ty Penserga 51 52 VOTE 53 ATTEST: 54 55 56 57 Crystal Gibson, MMC 58 City Clerk 59 60 61 (Corporate Seal) S:ACA\RESO\Agreements\Amendment To ILA With CRA For Funding Tree Canopy Coverage Project-Reso.Docx Page 105 of 899 FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE TREE CANOPY COVERAGE PROJECT WITHIN THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AREA. This FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE TREE CANOPY COVERAGE PROJECT WITHIN THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AREA ("First Amendment") is entered into by and between the City of Boynton Beach ("City") and the Boynton Beach Community Redevelopment Agency ("CRA") (collectively referred to as the "Parties"). RECITALS WHEREAS, the Parties entered into the INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE TREE CANOPY COVERAGE PROJECT WITHIN THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AREA ("Agreement") on December 17, 2020; and WHEREAS, the Agreement is set to terminate on December 31, 2021; and WHEREAS, the Parties desire to extend the terms of the Agreement subject to the terms of this First Amendment. NOW THEREFORE, in consideration of the terms and conditions set forth herein, and for other good and valuable consideration,the receipt and sufficiency of where are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows: 1) Incorporation. The recitals and other information above is hereby incorporated herein as if fully set forth. 2) Term of the Agreement. The term of the Agreement is extended until June 30, 2022. 3) Effective Date of this Amendment. This First Amendment will become effective at the date and time that the last party signs this Amendment. 4) The Parties agree that all terms, conditions, and provisions of the Agreement not amended, modified or deleted by this First Amendment shall continue in full force and effect. 5) This First Amendment may be executed in any number of counterparts, any one 01575963-1 Page 106 of 899 and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Agreement and this First Amendment, this First Amendment shall control. IN WITNESS OF THE FOREGOING, the parties hereto have caused this First Amendment to be executed on the day and year written below. Approved as to Form: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Office of the CRA Attorney Steven B. Grant, CRA Chair Approved as to Form: CITY OF BOYNTON BEACH By: Office of the CITY Attorney Steven B. Grant, Mayor 01575963-1 Page 107 of 899 I RESOLUTION NO. R20-134 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY 5 OF BOYNTON BEACH AND THE BOYNTON BEACH 6 COMMUNITY REDEVELOPMENT AGENCY TO PROVIDE 7 FUNDING FOR THE TREE CANOPY COVERAGE PROJECT; 8 AND PROVIDING AN EFFECTIVE DATE, 9 WHEREAS, the City Commission adopted Resolution R20-091 which established a 10 city-wide tree planting goal; and 11 WHEREAS, the City is undertaking a Tree Canopy Coverage Project to plant trees in 12 furtherance of that goal; and 13 WHEREAS, on November 10, 2020 the Boynton Beach CRA approved the Interlocal 14 Agreement between the City of Boynton Beach and the CRA to fund the Tree Canopy Coverage 15 Project within the Boynton Beach Community Redevelopment Area in the amount of 16 $60,650.00; and 17 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 18 recommendation of staff,deems it to be in the best interests of the City residents to approve and 19 authorize the Mayor to sign an Interlocal Agreement with the Boynton Beach Community 20 Redevelopment Agency to fund the Tree Canopy Coverage Project within the Boynton Beach 21 Community Redevelopment Area. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 23 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 24 Section 1. Each Whereas clause set forth above is true and correct and incorporated 25 herein by this reference. S�CXRESO\AgreementsULA With CRA For FundingTree Canopy Coverage Project-Reso I Docx Page 108 of 899 26 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 27 approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton 28 Beach and the Boynton Beach Community Redevelopment Agency to fund the Tree Canopy 29 Coverage Project in an amount not to exceed $60,650,00, a copy of said Interlocal Agreement 30 is attached hereto as Exhibit "A". 31 Section 3. That this Resolution shall become effective immediately upon passage. 32 PASSED AND ADOPTED this day of December, 2020. 33 CITY OF BO"TON BEACH, FLORIDA 34 35 YES NO 36 37 Mayor—Steven B. Grant 38 39 Vice Mayor—Ty Penserga 40 41 Commissioner—Justin Katz 42 43 Commissioner— Wood row L. I-lay 44 45 Commissioner—Christina L. Romelus 46 47 VOTE 48 ATTEST: 49 50 4 51 52 Crtai Gibson, MMC 53 City Clerk �6 Dere Seal) 0 70 S',CA. RESG%Agreement,s\ILA With CRA For Fund[ngl'rce Canopy Coverage Project-Resol-Doex Page 109 of 899 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE TREE CANOPY COVERAGE PROJECT WITHIN THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AREA. THIS AGREEMENT("Agreement")is made by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("CITY"), and the BOYNTON EACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the 44party"or"Parties"). WITNESSETH: WHEREAS,the 2016 Boynton Beach Community Redevelopment Plan C"Plan") calls for the redevelopment of the Community Redevelopment Area C'CRA Area")as described in the Plan; and WHEREAS, the City has previously adopted City of Boynton Beach Resolution R220-091 (attached hereto as Exhibit"A")which establishes a city-wide tree planting goal; and WHEREAS, the CITY will undertake a Tree Canopy Coverage Project to plant trees in furtherance of that goal; and WHEREAS,tree planting is anticipated to take place in locations identified in designated Tree Canopy Coverage Project Potential Planting Areas (PPAs), as further described in Exhibit "B," which is,hereby incorporated herein; and WHEREAS,the CRA desires to provide the CITY with funding for planting trees in PPAs that are within the CRA Area(the"Project"); and WHEREAS, the Project site lies within the boundaries of the CRA Area; and WHEREAS,the Project is intended to improve the overall quality,aesthetics,and function of the PPAs within the CRA Area; and WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds for the Project, is consistent with the Plan and Chapter 163, Florida Statutes; and WHEREAS, due to the intended elimination of slum and blighted conditions, and the beneficial neighborhood and redevelopment impact of the Project, the CRA and the CITY find that this Agreement serves a municipal and public purpose, and is in the best interest of the health, safety, and welfare of the CITY of Boynton Beach, including the Community Redevelopment Area; MIMS$-] Page 110 of 899 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: 1. Recitals. The recitations set forth above are hereby incorporated herein. 2. Obligations of the CRA. a. The CRA shall provide funding to the CITY in an amount not to, exceed Sixty Thousand Six Hundred Fifty and 00/100 Dollars ($60,650), for materials and equipment costs associated with the physical improvements of the Project consistent with the ten-ns of this Agreement, to be used for only reimbursement of certain eligible expenses. Eligible expenses are those expenses that are consistent with the requirements of Florida Statutes, consistent with the Plan, directly related to the Project, and in compliance with the requirements of this Agreement, In addition, only expenses directly associated with planting materials and installation shall be considered eligible expenses. b. The CRA shall make payments to the CITY upon receipt of a complete written request from the CITY for payment,so long as such request complies with all requirements of this Agreement. 3. Obligations of the CITY. a. The CITY shall ensure funds provided by the CRA are not used for any purposes prohibited by § 163.370(3),Florida Statutes,or otherwise prohibited by law. b. The CITY shall ensure that the Project is designed and constructed in compliance with the Plan. C. The CITY shall be responsible for overseeing the Project, coordinating with the contractor(s), and otherwise contracting and coordinating with all other entities as necessary to effectuate the Project,but shall coordinate with the CRA concerning compliance with the Plan. d. The CITY shall also be responsible for the maintenance of the trees planted as a result of the Project,along with contracting and coordinating with all other entities as necessary to comply with the Urban Forestry Management or applicable industry best management standards, e. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director or designee and the CRA Attorney, the CITY shall provide all documents reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement, specifically including any documentation concerning compliance with Florida Statutes or supporting any Reimbursement Request, OON858 -1 2 Page 111 of 899 4. Reimbursement of Funds a. The CITY shall provide a written request for reimbursement of funds (`Reimbursement Request")meeting the requirements of this Agreement to the CRA no later than 30 days after payment by the CITY of funds for which it is seeking reimbursement, and in no case later than 30 days after the Project achieves final completion, For purposes of this Agreement, final completion shall be deemed achieved upon approval of a final inspection from the City, or the equivalent. The request shall include the following information: i, The amount of reimbursement requested; ii. A summary of the Project improvements for which the CITY seeks reimbursement; iii. A statement that the Project is in compliance with the Plan and Florida Statutes, and evidence supporting the statement. iv. Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the CITY for the Project for which the CITY is seeking reimbursement. v. For any Reimbursement Request submitted after final completion, evidence of an approved final inspection, or equivalent, and a final report by the City detailing at minirnum the type of trees, quantity, size, location, and the associated maintenance program for the trees that are planted. b. Upon receipt of a complete Reimbursement Request from the CITY that meets the requirements of this Agreement,the CRA shall remit funding in the amount requested, consistent with this Agreement,to the CITY within thirty(30)days of receipt of the Reimbursement Request. C. If the CITY fails to submit a Reimbursement Request within 30 days after the Project achieves final completion, the CITY will no longer be eligible to receive any reimbursement and this Agreement shall terminate. If the CITY submits a Reimbursement Request that the CRA deems incomplete,the CRA shall notify the CITY in writing. The CRA may ask for additional documentation that could reasonably be used to evaluate or support the Reimbursement Request. The CITY shall have 30 days from receipt of the notice to provide the necessary documentation to complete the Reimbursement Request, If the CITY fails to provide the documentation required by the CRA within 30 days,the CITY shall only be eligible for the portion of the Reimbursement Request, if any,that the CRA deems complete and eligible. The CRA will OURASS&I 3 Page 112 of 899 not reimburse the CITY for any portion of the request the CRA deems ineligible for reimbursement. 5. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall only be responsible for providing reimbursement to the CITY for eligible expenses for the Project, and shall not otherwise be responsible for effectuating the Project or maintaining any trees planted as a Result of the Project, 6. Indemnification.The CITY shall indemnify,save, and hold harmless the CRA,its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct of persons or the faulty equipment (including equipment installation and removal)associated with the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the CITY as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the CITY to indemnify the CRA for CRA's own negligence,or intentional acts of the CRA, itslagents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 7. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and unless earlier terminated pursuant to this Agreement, shall terminate after the Project has obtained an approved final inspection, or equivalent, and the CRA reimburses the CITY for the Project, or on December 31, 2021 ("Teninnation Date"),whichever comes first, In no case shall the CRA be required to reimburse the CITY for any untimely requests, or requests submitted after this Agreernent is terminated. The term of the Agreement may be extended only upon the execution of a written amendment signed by the CITY Commission and the CRA Board. Nothing in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in accordance with other provisions in this Agreement. S. Records. The CITY and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes, All such records shall be adequate to justify all charges, expenses, and costs 4 Page 113 of 899 incurred in accordance with generally accepted accouriting principles. Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours•'during the tenn of this Agreement and at least I year after the tertnination of the Agreement. 9* Filing. The CITY shall file this interlocal Agreement pursuant to the requirements of Section 163.0 1(11)of the Florida Statutes 10. Default Unless otherwise provided in this Agreement, if either Party defaults by failing to perfon-n or observe any of the material terms and conditions of this Agreement for a period of ten(1 0)calendar days after receipt of written notice of such default from the other Party,the Party giving notice of default may terminate this Agreement through written notice to the other Party. Failure of any Party to exercise its right in the event of any default by the other Party shall not constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to the other Party's failure to perforin unless such waiver is in writing and signed by both Parties. Such waiver shall be limited to the terms specifically contained therein, This section shall be without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party as may be available to it in law or equity. 11. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any rights in any third parties that are not signatories to this Agreement. 12. Compliance with Laws. The CITY and the CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 13. Entire Agreement This Agreement represents the entire and sole agreement and under-standing between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and then only if signed by all the Parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements, No extraneous information may be used to alter the terms of this Agreement. 14. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such the remainder of the Agreement shall continue to be binding upon the Parties. To that end, this Agreement is declared severable. QIM588-t 5 Page 114 of 899 15. Governing Law and Venue. The terms of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Stale of Florida and the United States of America, without regard to conflict of laws principles. Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court, in the United States District Court for the Southern District of Florida, to which the Parties expressly agree and submit. 16. No Discrimination. Parties shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 17. Notice. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt,addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph, For the present, the Parties designate the following as the respective places for giving of notice: a. CITY: Lori LaVeniere, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 b. CRA: Michael Simon, Executive Director Boynton Beach CRA 100 E. Ocean Avenue 4"' Floor Boynton Beach, Florida 33435 c. Copies To: James A.Cberof Goren,Cberof,Doody &Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duby,Esquire Lewis, Longman& Walker,P.A. MUMS-] 6 Page 115 of 899 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 18.No Transfer. The Parties shall not, in whole or in part, subcontract., assign, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without first obtaining the written consent of the other Party. 19. Interpretation; Independent Advice. This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties, The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 20. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the sarne instrument. In addition, said counterparts may be transmitted electronically(i.e.,via facsimile or pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 21.Survival. The provisions of this Agreement regarding inden-mitt', waiver, termination, maintenance of trees,and records shall survive the expiration or termination of this Agreement and remain in full force and effect. 22.Time is of the Essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement. [Signatures on following page.] 7 Page 116 of 899 IN WITNESS WHEREOF,the CITY and the CRA hereto have executed this Agreement as of the later of the dates set forth below. ATTEST: CITY OF BOYNTON BEACH, a Florida municipal orporatil By: C stal Gibson, CITY Clerk Steven B. Grant, May r Approvedsto o Date: 71 (SEAL) � � 0 Office of the d"Imey Approved,i!C§to Fon-n: Btu TON BEACH COMMUNITY REDEVELOPMENT AGENCY X/ By: tffce of the CRA Attorney pc-f,� Date--- ........ OJW599-1 8 Page 117 of 899 EXHIBIT"A" (insert R20-091 as pdffile due to low resolution) OBS9588.1 91 Page 118 of 899 EXHIBIT"A" (insert R20,-091 as pdffile due to low resolution) 0 08 8 5W 1 9 Page 119 of 899 EXHIBIT"B" (Insert POTENTIAL PLANTING AREAS(PP) WITHIN CRA AREA as pdf file) 01388$88-1 10 Page 120 of 899 Exhibit"A" RESOLUTION NO. R20-091 2 3 4 A RFSOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, ADOPTING A CITYWIDE TREE PLANTINC 6 COAL OF 3,000 TREFS PER YEAR TO ACHIEVE 20'/6 7 TIME. CANOPY COVERAGE, BY 2035; AND PROVIDING X AN EFFECTIVE DATE. I WHEREAS, the Cit) of Boynton Beach eqjoys numerous benefits from its urban forest 12 including shade. energy savings. walk-able neighborhoods, natural beauty. eOldlllc liabilat, 13 increased property values. carbon sequestration. uptake (if air pollution. and absorption of' 14, storinwater runoffi. and 15 WHEREAS, trees are declining throughout the southern United States as a result of 16 development. stcrrm dar age. disease..and lack of re as older trees die: and 17 WHEREAS, an urban tree canopy assessment of Boynton Beach found that Irce canol).N IN covers 16.1% ol'ihc city*s total land area. and that the CitY lest 1% of its tree canopy. or about 19 1 MO trees. 1'rom 2017 to 2019. and -Ao WHEREAS,the sonic assessinent found that 7.4%ofthe CitN's land area could potenliall� 21 he planted with additional trees: wd 22 WHEREAS, the City's 2020 Climate Action Plan identifies Urban Forestry as a kcx -13 strateVy to help reduce cornmunity-wide greenhouse gas emissions 5('No hclo%k 2(l15 levels by 24 2035. and 25 WHE,REAS, planting trees in targeted areas can increase equity because low-income 26 neighborhoods often have lower tree vainol)N and hotter surface temperatures: and 27 WHFREAS,community niernbcrs have identified tree canory expansion as a 101)priority 'I$ to stake Boynton Beach a more sustainable city.and 29 W11FREAS, the City has developed partnerships N\i1h nonprofit organizations and Ott reccivcd grant awar(h to jilant INC5 in pohlic parks, wl ools. and private residencesR and N ItAkl M$1 rt:,�I,awp -kusti 17684.`4 Page 121 of 899 31 WH EREAS. the City %N ill continue to PLU-SAIC orants and other funding opportunifles. and 32 will engage the private sector it)contribute to the citywide tree planting goal, and WHERE-AS,.the it,, wi I I conduct a land cover a ssessmenteveryllwor to five y ears to track 34 progress toNvard meeting the tree canopy goal ol'2 `0 coverage. 35 NOW,THEREFORE, 13E ITRESOLNIM BY THE CITY COMMISSION OF THE .m CITY OF BOYNTON BEACH. FLORIDA,THAT: 37 Section I� Whereas clause set forth above is true and con-ect and incorporated .18 herein by this refierence, 39 Section 2, The Boynton Beach City Conitnission adopts a city-wide tree planting goal 40 of 3,000 trees per year to achieve 20%tree canop) covera e by the yen 2 35 e- . r () , 41 Section 3. That this Resolution shall become el-Twive inimccliately upon passage. 42 PASSED AND ADOPTED this day of'September. 2020. 43 CITY OF BOYNTON BE.ACl 1. FLORIDA 44 45 YES NO 46 Mavor— Steven B Grant 47 48 Vice Mayor 1`y llensertt 49 so Commissioner—Justin Kati 51 52 Commissioner \Voodro%\ L. I lay 53 54 Commissioner—Chri st ina L Romel us 55 56 VOTE S_-V 57 A TTESI 58 59 60 61 try'A"tal Gibson. MMC 62 C 6V Clerk 63 64 65 (Corpol'ale'Seal) ReSvINIA Page 122 of 899 r i I � � vv - - 0 1In (: 4 th ,v. 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Description Payable Date Due Rate Payable Amount LEGAL FEES 11/10/2020 11/10/2020 7,730-DO Payables Left To Pay Again Vendor Set:* 01 BOYTON BEACH CRA Bank. GFCB-GEN FUND CKG-TD BANK Vendor Number Vendor Name Total Vendor Amount LEWIS,LONGMAN&WALKER P.A. -1,275.00 Payment"type Payment Number Original Payment Dom Reversal Rate Payment Amount Check 11112/2020 11132/2020 -1,275.00 Payable Number, Ion Payable Rate Due Dow Payable Amount LEGAL FEES 11/10/2020 11/10/2020 1,27500 11/12/2020 12:44:2613M _ Pae 1 of 2 Page 134 of 899 Check Register r"% Boynton Beach CRA, FL Packet. APPKT00 6v_LEWIS LON MAN � y Check Number Vendor Number Vendor Name payment Date Payment Type Discount Amount Payment Amount Number Bank Code.GFCB-GEN FUND CKG-TD BANK 0205 LEWIS,LONGMAN&WALKER,P.A. 11/12/2020 Regular 0.00 1,275.00 10368 Barak Code iGFC8 Summary Payable Payment Payment Type Count Count Discount payment Regular Checks 1 1 0.00 1,275.E Manual Checks 0 0 0.00 0.0 Voided Checks 0 Q MOO 0.00 Bank Drafts 0 ft 0.00 01 1 i66p 2,275.00 11/12/2020 1.17;34 Pfd _ Page$ of 3 Page 135 of 899 Check Rftlster Packet:APPKTW7fi4-LEMS WNGMAN All Bank Codes Check Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 2 2 0.00 9,00540 Manual Checks 0 0 0.00 0.00 voided checks 0 0 0.00 040 Bank Drafts 0 0 OM 0.00 EFT's 0 0 0.00 0.00 2 z 0.00 9,000m Fund Summary fund Name Period Amount 01 GENERAL FUND 11/2020 1,275-00 02 PROJECTS FUND 11/2020 7,730M 9,OOS.00 11/12/2020 1:27:34 PM Page 3 of 3 Page 136 of 899 6.E. Consent Agenda 12/7/2021 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 12/7/2021 Requested Action by Commission: Authorize utilizing State of Florida Alternate Contract 43211500- W SCA-15-ACS for the renewal of Datrium ControlShift SaaS system from Transource Services Corp in the amount of$24,300 for 1 year. Explanation of Request: On November 5, 2019 the City Commission approved the purchase of Datrium ControlShift SaaS system to automate the controlled fail-over and fail-back of servers to the City disaster recovery data center from the City's Fire Station #5 data center and the Utilities data center. Approval of this renewal will allow the City to continue to use the Datrium ControlShift Saas system for one year. The purchase requires City Commission approval because the total amount spent with Transource Services Corp by the ITS Department will be over $35,000. Transource Services Corp Purchases FY 21/22 Purchase Description Cost Datrium DVX Hardware and Software Support $23,749.20 Datrium ControlShift SaaS $24,300.00 Total $48,049.20 How will this affect city programs or services? In 2017, the City purchase Datrium DVX systems for the Fire Station#5 data center, Utilities data center and the disaster recovery data center. Installation of the Datrium DVX system in the three data centers has allowed the City to shorten the RPO (Recovery Point Objective) from 24 hours to as few as 45 minutes and the RTO (Recovery Time Objective) from approximately 4 hours to under 5 minutes. RPO describes the interval of time that might pass during a disruption before the quantity of data lost during that period exceeds the maximum allowable threshold or tolerance. RTO is the duration of time within which a business process must be restored after a disaster in order to avoid unacceptable consequences associated with a break in continuity. The addition of the Datrium ControlShift SaaS system with the existing Datrium DVX system allows the City to automate the fail-over and fail-back of server to/from the disaster recovery data center. This renewal will allow the City to continue to use the Datrium ControlShift SaaS system. The Datrium ControlShift SaaS system allows the creation of rulebooks to automate the fail-over and fail-back of the servers to/from the disaster recovery data center. The Datrium ControlShift SaaS system also uses the rulebooks to check the configuration of the Datrium DVX systems every 30 minutes to ensure that no configuration changes have occurred that may negatively affect the fail-over or fail-back process. Fiscal Impact: Funding has been approved in account 001-1510-513.49-17 in the 2021/2022 budget. Alternatives: An alternative could be to issue a formal RFP for the renewal, but that does not guarantee a substantially lower cost. Page 137 of 899 Strategic Plan: High Performing Organization Strategic Plan Application: This purchase falls under the strategic goal of high performing organization by protecting the integrity of the City's data and information assets from damage or loss. Failure or delays in shifting to backup data centers would have a negative impact on the use of internal computer servers and systems, and in turn, a cause a potential increase in cost and negative impact on services provided to the community. Climate Action Application: This agenda item has a net-zero impact on the climate. Is this a grant? Grant Amount: Attachments: Type Description D Agreement NA PO Agreement D Amendment NA PO Agreement-Amendment 3 D Addendum State of Florida Addendum D Quotes Transource Quote D Other Contract Pricing Summary Page 138 of 899 STATE OF MINNESOTA Materials Management Division 112 Administration Building ` livnese)b 50 Sherburne Avenue •• ; DEPARTMENT OF ADMINISTRATION St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH TRANSOURCE SERVICE CORPORATION FOR COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers, Storage including Related Peripherals & Services) To: Transource Service Corporation CONTRACT NO: MNWNC-130 2405 W. Utopia Road Phoenix,Arizona 85027 CONTRACT PERIOD: April 1, 2015, or upon final Contract Vendor Administrator: executed signatures, Curtis Wescott whichever is later Email: curtisw transource.com Phone: 623.879.8882 ext 24 Through March 31, 2017 EXTENSION OPTION: UP TO 36 MONTHS You are hereby notified that your response to our solicitation,which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the State: 1.A Participating Entity's Participating Addendum ("PA")A Participating Entity's Participating.Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement; 2. Minnesota WSCA-NASPO Master Agreement; 3. The Solicitation; and 4.the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary.Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. i IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. TRANSOURCE SERVICE CORPORATION 2. MINNESOTA MATERIALS MANAGEMENT DIVISION The Contractor certifies that the appropriate person(s)have In accordance with Minn.Stat.§16C.03,subd.3. executed this Agreement on behalf of the Contractor as required by applicable a ' s,byl "p 'ons,or ordinances. By: ag (t BY: I `-� i Title: Master A reem ntAdministrator Pllntetl Tide: re, ' mcunac Date: i Date: ' By: Signature 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Pfted Nems Or delegated representative. Title: By: Date: Date: Orlainal signed FEB 2 6 2015 i BY Lucus I Janneff 1 CONTRACT NO. MNWNC-13D MASTER AGREEMENT AWARD COMPUTER EQUIPMENT TRANSOURCE SERVICE CORPORATION Page 139 of 899 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 CONSENT AGENDA AGENDAITEM: 12.F. SUBJECT: Approval of Renewal for Standing Ovations, LLC Contractor Agreement for Event Management Services SUMMARY: For the past four years, the CRA has contracted with Standing Ovations, LLC, a professional event management firm, to assist staff with the planning and execution of the agency's Haunted Pirate Fest and Mermaid Splash event. The CRA has retained the company's services through a Request for Proposals (RFP) that was issued on June 11, 2021, and a Contractor Agreement was executed on July 13, 2021. The Agreement allows the CRA, an option for renewal for three (3) additional one-year terms (Attachment 1). The CRA is exercising its option for the 11th Annual Pirate Fest and Mermaid Splash in 2022. Under the existing agreement, Standing Ovations will provide a variety of professional services, including but not limited to: • Coordination of event and on-site staff and vendor logistics • Assistance with maintenance of event production schedule • Vendor Relations and Management • Volunteer Relations and Management • Operations Management • On-site Labor Assistance and Management While under contract with the CRA, Standing Ovations LLC has continuously displayed exemplary professionalism in every facet outlined within their scope of work, completed each task as directed, and exceeded expectations in every aspect of the contract. Staff would like to recommend extending the termination date of the Standing Ovations, LLC Agreement until May 1, 2022. The extension of the current Agreement will allow for the City of Boynton Beach to piggy-back off the Agreement, if desired, for when the Boynton Beach Haunted Pirate Fest& Mermaid Splash is transferred to the City of Boynton Beach in FY 2022-2023. See Attachment I I for the draft Amendment to Standing Ovation's Contractor Agreement. FISCAL IMPACT: FY2022-2023 Budget, Project Fund, Line Item 02-58500-480, $46,500 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Renewal Agreement with Standing Ovations, LLC in the amount of $46,500 to provide additional Event Management Services for the 2022 Haunted Pirate Fest and Mermaid Splash event. ATTACHMENTS: Description D Attachment I -2021 Executed Standing Ovations, LLC Contractor Agreement D Attachment II -Amendment to Standing Ovations Contractor Agreement BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY CONTRACTOR AGREEMENT This Contractor Agreement (hereinafter "Agreement") is made by and between Standing Ovations, LLC (hereinafter the "Contractor") and the Boynton Beach Community Redevelopment Agency, located at 100 E. Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435 (hereinafter the"CRA") (collectively the "Parties"). WHEREAS, the CRA is in need of Contractor Services for The 2021 10th Annual Boynton Beach Haunted Pirate Fest& Mermaid Splash (hereinafter"Event'), which will take place at the time and location described below; and WHEREAS, the Event will be held for a proper municipal purpose and is in the interest of the public; and WHEREAS, the Event will further the Community Redevelopment Plan; and WHEREAS, the Contractor has the knowledge, ability, licensing (if applicable), and equipment to provide Contractor Services at the Event; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1) Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Notice and Contact. a. Contact Person for the Contractor: Stewart Auville Business Name: Standing Ovations, LLC. Address: 2607 West End Road, West Palm Beach, FL 33406 Telephone Number: (561) 951-4443 Email Address: 5 r lazlsco b. Contact Person for CRA (hereinafter"Program Coordinator"): Name: Mercedes Coppin Address: 100 E. Ocean Avenue, 4th Floor, Boynton Beach FL 33435 Email Address: :oTpinMh6fl.us Telephone Number: 561-600-9097 01512073-1 Page 1 of 15 Contractor Initial 3) Description of the Contractor Services: Contractor agrees to perform as described in Exhibit A, which is hereby incorporated herein. Contractor's obligations described in Exhibit A shall be referred to in this Agreement as "Contractor Services." The Parties agree that all obligations and deadlines outlined in Exhibit A (Description of Contractor Services) are material and essential terms to this Agreement. 4) Dates and Times of Event(s). Dates: Between the hours of. October 30, 2021 11:00 P.M. and 9:00 P.M. October 31, 2021 11:00 P.M. and 6:00 P.M. 5) Approximate length of Contractor Services. July 14, 2021 through November 30, 2021. 6) Location.Downtown Boynton Beach along East Ocean Avenue,between Seacrest Boulevard and Federal Highway. 7) Terms of Contractor Services. The Contractor shall provide Contractor Services described above for the Event. The Contractor shall begin promptly at the start times listed above, and shall perform Contractor Services only within the Date(s) and Time(s) described above. Reasonable variances from the Date(s) and Time(s) are pennitted for acceptable reasons. The CRA has sole and absolute discretion as to what constitutes a"reasonable variance" and what constitutes an "acceptable reason." The Contractor may reasonably prepare for and clean up outside of the Date(s) and Time(s) described above in accordance with any permissions and restrictions prescribed by the CRA. 8) Compensation. The CRA shall pay the Contractor a total of $46,500 (hereinafter, "Compensation") for the performance of the Contractor Services, which sum shall be paid as follows: a. The CRA shall pay the Contractor a total of$10,000(hereinafter,"Compensation") for the performance of the Contractor Services, as described herein, which sum shall be paid as follows: First Payment shall be $8,833, payable at the time of execution of the Agreement, provided that the Contractor has provided the CRA with the tax forms required by this Agreement. Second Payment shall be $8,833,payable on September 3 2021,provided contactor has submitted contract deliverables as outlined in Paragraph 3: Description of the Contractor Services to the CRA. 01512073-1 Page 2 of 15 Contractor Initial Third Payment shall be $8,834, payable on October 15, 2021, provided contactor has submitted contract deliverables as outlined in Paragraph 3: Description of the Contractor Services to the CRA. Final Payment shall be $10,000, payable upon completion of the Contractor Services provided that the Contractor has submitted all paperwork required by the CRA and described in this Agreement. The payments described above (including any part thereof, such as for goods received or services rendered), individually and collectively referred to in this Agreement as "Payment." 9) Form of Payment of Compensation. Payment of Compensation upon completion of the Contractor Services(or any part thereof) on the dates described in Paragraph 8: Compensation is dependent upon sufficient time having been allowed for processing of this Agreement and any required paperwork. If Payment cannot be made on the date described above, it shall be made within 45 days of receipt of an invoice, or otherwise in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. All Payments shall be in the form of a CRA check made payable to the Contractor, or as indicated above. No Payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by the Contractor, either wholly or in part, and no Payment shall be construed to be an acceptance of or to relieve the Contractor of liability for the faulty or incomplete rendition of the Contractor Services. 10)Costumes, Equipment, Etc. All costumes; footwear; makeup; props; gear, safety gear, apparel, equipment transportation, set-up, and break-down; and anything else necessary to provide the Contractor Services shall be provided by and at the expense of the Contractor. The Contractor shall leave the performance site in a condition equal to that prior to performance of the Contractor Services. The CRA shall not be responsible for any equipment or other property of the Contractor brought to or left on CRA property. 11)Personnel. Contractor represents that Contractor has, or will secure at Contractor's own expense, all necessary personnel required to perform the Contractor Services under this Agreement. Such personnel shall not be employees of, or have any contractual relationship with, the CRA. All of the Contractor Services shall be performed by the Contractor, or under Contractor's supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, licensed or penmitted under state and local law to perform such Contractor Services. Contractor warrants that all Contractor Services shall be performed by skilled and competent personnel in accordance with all applicable federal, state and local laws and professional and technical standards, and that Contractor has all required licenses and permission required by state, local, and federal law to perforin the Contractor Services. 12)Vehicles. All vehicles belonging to Contractor or Contractor's personnel shall be removed from the event location site and parked in the assigned area prior to the start of the Contractor Services. 01512073-I Page 3 of 15 Contractor Initial 13)Propriety. The Contractor shall ensure that their performance of Contractor Services will not contain swearing, lewd actions, or lewd comments, or any behavior, activity, or language unsuitable for the intended public audience. 14)Content, Logistics, Etc. The Contractor understands that the CRA has sole and absolute discretion as to the content and propriety of the Contractor Services and may deem certain content inappropriate for the Event. The Contractor also understands that except for the Contractor Services, the CRA has final and complete control of the scheduling, placement, procedures, and other logistical considerations at the Event. The Contractor also understands that, with the exception of the Contractor Services, the CRA retains creative control of all other elements of the Event, including but not limited to sound levels, choice of other performers (include master of ceremonies and speakers), performance length, lights, amplification, stage sets, and film or video played to the audience during the Event. The Contractor shall have exclusive control of the Contractor Services provided by the Contractor, including the method, manner, and means of executing the Contractor Services. 15)CRA to Own Materials. The Contractor agrees that the CRA shall be the owner of all materials and other documents created by the Contractor on behalf of the CRA as part of its performance of the Contractor Services. Any and all documents, files, reports,programs, developments and innovations, whether written or electronic, which are developed, maintained, utilized or conceived by Contractor during the term of this Agreement and in the course of the perforinance of Contractor Services hereunder shall be the exclusive property of the CRA and shall be submitted to the CRA along with the final invoice in a format acceptable to the CRA. Contractor hereby assigns all right, title and interest in same to the CRA. 16)Cancellation. The CRA reserves the right to cancel or postpone the Contractor Services for any reason. a. If the CRA cancels or postpones the Contractor Services 72 hours or more before the scheduled perfonnance date of the Contractor Services for reasons other than breach by Contractor, the CRA shall not be liable to Contractor for Payment for any Contractor Services which are cancelled or postponed, but shall be liable for Payment of goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation. b. If the CRA cancels the Contractor Services less than 72 hours before the scheduled perfonnance date of the Contractor Services for reasons other than breach by the Contractor, and the CRA reschedules the Contractor Services or the Event, Contractor agrees that Payment will occur only after completion of performance as rescheduled. If the Contractor Services or Event is rescheduled, only the date and times of performance(s) and the date of Payment under this Agreement shall be modified; the other terms of this agreement shall remain in effect unless otherwise modified under this Agreement. If the Contractor can provide evidence that it cannot participate in the rescheduled Contractor Services or Event due to 01912073-1 Page 4 of 15 Contractor Initials unavoidable conflict,the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation,plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. c. If the CRA cancels the Contractor Services less than 72 hours before the scheduled performance date of the Contractor Services for reasons other than breach by the Contractor and does not reschedule,the Contractor is entitled to compensation from the CRA only for goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of cancellation, plus any costs Contractor incurred that it cannot get refunded for and/or cannot mitigate for in another transaction. d. In no case shall any Payments made pursuant to this paragraph exceed the amount of Compensation identified in paragraph S of this Agreement. e. In the event of any cancellation or postponement, the CRA will endeavor to notify the Contractor as soon as practicable prior to the schedule performance date of Contractor Services. f. It is understood that this Event is a "rain or shine" event and the terms of this Agreement are in no way affected by inclement weather. Every effort will be made to continue the performance of the Event and the Contractor Services. However, the CRA reserves the right to cancel the performance of the Event and Contractor Services in the event that the weather poses a potential danger to the Contractor, the equipment, participants, or audience. Safety shall be the paramount consideration in detennining whether the perfonnance must be cancelled due to weather. g. Any failure of the Contractor to perfonn may be excused only for proven sickness or injury, civil tumult or riot, terrorist acts, epidemics, acts of God, or other conditions beyond the control of the Contractor. The Contractor or agent must notify the CRA immediately of any reason which might result in Contractor's failure to perform on the scheduled date. If the Contractor cancels the Contractor Services or does not attend the Event fully prepared to provide the Contractor Services,the Contractor shall immediately refund all deposits or Payments received from the CRA for Contractor Services. h. The CRA reserves the right to substitute any other contractor for Contractor in the event that Contractor is not able to perform as scheduled. 17)Default. The failure of the Contractor to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Contractor fails to cure the default within seven(7)days of notice from the CRA or prior to the start of the Event, whichever comes first, the CRA may terminate this Agreement. In the event that the Contractor is not ready to perform at the scheduled time; or if(a) vital performing member(s) is/are not present; or if the Contractor or its members arrive at the 01512073-1 Page 5 of 15 Contractor Initial performance in such a condition as to appear to a reasonable person to be incapable of performing in a reasonably acceptable manner; then the Contractor is deemed to have committed a material breach of this Agreement and the CRA shall have the absolute right in its sole discretion to cancel the performance of Contractor Services or terminate the performance in progress, and to refuse Payment accordingly. In the event of material default or breach by Contractor, and in addition to any other remedies provided for in law or this Agreement, Contractor shall refund all monies previously paid by the CRA pursuant to this Agreement. Nothing in this Agreement shall be construed as a limitation on any damages the CRA may incur or is entitled to as a result of Contractor's breach or default. The CRA reserves the right to substitute any other contractor for Contractor in the event that Contractor is not able to perform as scheduled. 18)Waiver. The CRA shall not be responsible for any property or other damages or personal injury sustained by the Contractor from any cause whatsoever related to the Event, whether such damage or injury occurs before,during,or after the Event. The Contractor hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by the Contractor. 19)Indemnification. The Contractor shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability,claim, demand, suit,loss, cost,expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property or other damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Contractor of Contractor's perfonmance of this Agreement. This paragraph shall not be construed to require Contractor to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 20)Limitation of Liability.To the extent permitted by law,the CRA's liability for all matters that occur as a result of,arise out of,or are otherwise related to this Agreement, including negligent, grossly negligent, or willful misconduct or omission, shall be limited to the amount of Compensation or the direct out-of-pocket damages actually incurred, whichever is less. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. 21)No Transfer. The Contractor shall not subcontract, assign, or otherwise transfer this Agreement to any individual, group, agency, government, non-profit or profit corporation, or other entity except as Described in Exhibit A. 22)Insurance. The Contractor shall obtain all insurance required by the CRA and provide proof thereof at least 10 days prior to the Event, and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COI") with a liability limit of at least $1,000,000 per occurrence. The Insurance must remain in force for so long as is necessary to cover any occurrence relating to,resulting from, or arising out of the Event or this Agreement. The CRA is to be included as "Additional Insured" with respect to liability arising out of services 01512073-1 Page 6 of 15 Contractor Initial performed by the Contractor by or on behalf of the CRA or acts or omission of the Contractor in connection with providing Contractor Services pursuant to this Agreement. The Certificate must include the following as additional insured parties: Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue,4tn Floor Boynton Beach, Florida 33435 The City of Boynton Beach 100 East Ocean Avenue Boynton Beach, Florida 33435 23)Tax Forms. The Contractor's individual members, including the Contractor's agents and employees, shall provide the CRA with completed W-9 forms in order to receive Payment. The CRA shall provide the Contractor with an IRS Form 1099 where required under law. The Contractor further acknowledges that the CRA is neither paying Social Security benefits nor withholding taxes from the Contractor's compensation for the Contractor Services. The Contractor assumes all liability and responsibility for payment of the Contractor's (and the Contractor's individual members) own FICA and Social Security benefits and all taxes resulting from this Agreement. 24)No Discrimination. The Contractor shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, familial status, gender identity, gender expression, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 25)Independent Contractor; No Partnership, Etc. The Contractor agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that the Contractor is an independent contractor(s) for all purposes (including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance Law) and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance of Contractor Services. The Contractor will exercise its own judgment in matters of safety for itself and attendees of the Event. 26)Promotional Materials. The Contractor agrees that the CRA may photograph and/or record video and audio of the Contractor Services, and that such photographs and recordings may be (i) used for the purposes of promotion of the Event or future events; (ii) transmitted live or by recording on local television and radio channels; and(iii)used in materials intended for public display or distribution to the public, including but not limited to print advertisements, billboards, street and light pole banners, websites affiliated with the CRA, and social media affiliated with the CRA. The Contractor waives and assigns to the CRA all copyrights under the Copyright Contractor of 1976, 17 U.S.C. 101, et seq., and all other rights in recorded, 01512073-1 Page 7 of 15 Contractor Initial photographed, or transmitted versions of the Contractor Services. The CRA shall attribute the Contractor Services to the Contractor. 27)No Infringement. The Contractor represents that in performing the Contractor Services under this Agreement, the Contractor will not infringe on the property right, copyright, patent right or any other right of anyone else; and if any suit is brought or a claim made by anyone that anything in conjunction with the ownership or the presentation of said Contractor or appearance as part of the Contractor Services is an infringement on the property right, copyright,patent right, or other rights, the Contractor will indemnify the CRA against any and all loss, damages, costs, attorney fees or other loss whatsoever. The Contractor shall not use the CRA's logos, or marks without the CRA's prior written approval. 28)Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous infonnation may be used to alter the terms of this Agreement. 29)Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically(i.e., via facsimile or.pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 30)Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 31)Governing Law,Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 32)Independent Advice. The Parties declare that the terns of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 01512073-1 Page 8 of 15 Contractor Initial 33)Severability. If any part of this Agreement shall be declared unlawful or invalid,the remainder of the Agreement will continue to be binding upon the parties. To that end, this Agreement is declared severable. 34)Force Majeure.Neither party shall be deemed to be in breach of this Agreement if either party is prevented from performing any obligations required of it by reason of boycotts, shortages of materials, labor disputes, embargoes, acts of God, epidemic, pandemic, acts of public enemy, acts of superior governmental authority,floods,riots,foreign or civil wars,rebellion,terrorism, sabotage by third parties, or any other similar circumstances for which it is not reasonably responsible and which are not within its control. 35)Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Contractor contained in this Agreement. No waiver by the CRA shall be deemed a continuing waiver unless expressly stated in writing, and no action or inaction by the CRA shall be deemed a waiver. All waivers by the CRA must be expressly stated in writing. The Contractor may waive any requirements of the CRA contained in this Agreement. 36)Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically,the Contractor shall: a. Keep and maintain public records required by the CRA to perform the Contractor Services described in this Agreement. b. Upon request from the CRA's custodian of public records,provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public record requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the CRA. d. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of the Contractor or keep and maintain public records required by the CRA to perform the service. If the Contractor transfers all public records to the CRA upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. The Contractor also understands that CRA may disclose any document in connection with perfonnance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. 0512073-1 Page 9 of 15 Contractor Initial IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 100 E. Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435; or t ( . 37)Agent. If this Agreement is signed by the Contractor's agent, the agent warrants that he/she is duly authorized to act on behalf of the Contractor, that he/she is authorized to enter into this Agreement, and that the agent and Contractor are jointly and severally liable for any breach of this Agreement. 38)Attorneys' Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, each party shall be responsible for its own attorneys' fees and costs. 39)Compliance with Laws. In the performance of the Contractor Services under this Agreement, the Contractor shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County,City of Boynton Beach, and CRA ordinances and regulations, including applicable ethics and procurement requirements. 40)Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement. Unless earlier terminated pursuant to this Agreement, this Agreement will automatically terminate after the performance of the Contractor Services and final Payment by the CRA, or on December 15, 2021, whichever occurs later, unless the CRA renews this Agreement as described below. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services or the Event pursuant to this Agreement. a. The CRA shall have the right to terminate this Agreement without restriction upon 24 hours written notice to the Contractor. If the termination is for reasons other than breach by the Contractor, the CRA shall be liable only for Payment of goods received and Contractor Services rendered and accepted by the CRA prior to the date of notice of termination. b. Prior to the termination of this Agreement, the CRA may, at its option, renew this Agreement for the 11th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash (2022 Event) by providing written notice of renewal to Contractor. Contingent on the success of the Event, Contractor will be eligible for a three percent (3%) rate increase upon renewal for the 2022 Event. If the CRA renews this Agreement, only the dates(including any references to the fiscal year, times of the Event, and amount of compensation in this Agreement may be altered, which alteration must be accomplished through written agreement of the Parties. Only those terms specified in such written agreement will considered altered by the renewal. If the parties fail to agree to such altered terms within 60 days of the w�- 01512073-1 Page 10 of 15 Contractor Initia written notice of renewal by the CRA, the renewal will be considered void and the Agreement will be considered terminated. 41)Survival. The provisions of this Agreement regarding the content of the Contractor Services, promotional rights, infringement, indemnity, waiver, insurance, agents, limitation of liability, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. 42)Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. 43)Time is of the Essence. The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 44)Agreement Non-Exclusive. Contractor shall be free to contract for similar services to be performed for other entities or persons while under contract with the CRA. The provision of services provided for herein is non-exclusive. The CRA in its sole and absolute discretion may retain additional entities or persons to perform the same or similar work. 45)Non-Scrutinized Company. Contractor hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the CRA determines that this certification is falsified or contains false statements, or that Contractor is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the execution of the Agreement,the CRA may terminate the Agreement. 46)E-Verify. Contractor warrants for itself and its subcontractors that Contractor and all subcontractors are in compliance with all federal immigration laws and regulations that relate to their employees. The Contractor agrees and acknowledges that the CRA is a public employer that is subject to the E-verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec.448.095 apply to this Contract. Notwithstanding any other provisions in this Agreement, if the CRA has a good faith belief that Contractor has knowingly hired,recruited or referred an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States for employment under this contract, the CRA shall terminate the contract. If the CRA that has a good faith belief that a subcontractor knowingly hired,recruited or referred an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States for employment under this Contract, the CRA shall promptly notify Contractor and order Contractor to immediately terminate the contract with the subcontractor. Contractor shall be liable for any additional costs incurred by the CRA as a result of the termination of a contract based on Contractor's failure to comply with E-verify requirements referenced herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. 01912073-I Page 11 of 15 Contractor Initial BOYame: AC 74tTY REDEVELOPMENT AGENCY By: Date: -1 Prineven B. Grant, Chair... STATE OF "l. k fie' COUNTY OF SWORN TO and subscribed before me this day of A , 2021,by - -t -. (.4 Such person(Notary Public must check applicable box):'] is personally known to me [ ] produced their current driver license [ ] produced as identification. m k (NOTARY PUBLIC SEAL)Notary Public ' �.� , BONNIE NICKLIEN (Printed, Typed or Stamped Name of Notf Pt��lic) ,,p �;;Notary Public-State of Florida ='♦ "= Commission # HH 87189 �N1 My Commission Expires ?oii p��, Commission No.: May 25,2025 My Commission Expires: Date: Prif STATE OF .... 12A- COUNTY COUNTY OF SWORN TO and subscribed before me this day of "To i,,. , 2021, by _ _1 �-QVi 1 Such person (Notary Public must check applicable box): D4,is personally known to me [ ] produced their current driver license [ ] produced .._ m w as identification. (NOTARY PUBLIC SEAL)Notary Public ..� (Printed, Typed or Stamped Name of Notary Pu" lic) BONNIE NICKLIEN E'_Notary Public-State of Florida Commission No.: _ Commission # HH 87189 ; My Commission Expires May 25,2025 My Commission Expires: 01512073-1 Page 12 of 15 Contractor Initial ` V'� EXHIBIT "A" Sc_ooe of Work Boynton Beach Haunted Pirate Fest & Mermaid Splash Event Management Contractor will be responsible for planning, coordinating, and managing the overall operations of the Event under the direction of the CRA Business Promotions & Events Manager ("Program Coordinator"). The Contractor will report directly to Program Coordinator and will work with support from CRA staff and in compliance with all CRA and City of Boynton Beach financial and operational requirements. For purposes of this Agreement, the teen "service providers" shall mean entities that provide services and/or equipment for the Event, including but not limited to: electricity generation; security; cleaning; portable sanitary facilities; tent installation and removal; stage setup and breakdown; audio-visual engineering; barricades; parking and shuttle service; tables, chairs, and decor; signage; and production services, along with any other entity necessary or desirable for the operation of the Event. For purposes of this Agreement, the term "vendors" shall mean those entities renting space at the Event. The obligations of Contractor described in this paragraph shall be referred to as "Contractor Services" in this Agreement. Specifically, Contractor agrees to the following: a. Contractor shall coordinate and manage all Event logistics as well as obtain all Service Providers selected by the CRA, and obtain or prepare all items necessary to effectively operate and manage the Event. i. In order to obtain service providers, Contractor shall first obtain bids from potential service providers and present those bids to the CRA. Once the CRA selects a service provider, Contractor shall facilitate, to the best of its ability, the formation of an agreement between the CRA and the selected service provider for the Event. b. Contractor shall act as a liaison between service providers, vendors, volunteers, City of Boynton Beach personnel and the Program Coordinator. c. Contractor shall assist the CRA with any event sponsorships that are secured by providing sponsorship servicing; including grid creations, pre-event, on-site, and post-event fulfillment obligations. d. Contractor shall work within the budgetary constraints of the event set by the CRA Board for the fiscal year 2021/2022 or as provided by the Program Coordinator. e. Contractor shall submit all proposals, and quotes, to the Program Coordinator for approval before procurement of service providers. 01.12073-1 Page 13 of 15 Contractor Initial f. Contractor shall submit all invoices or requests for deposit to the CRA for Payment. All Payments for services will be made directly by the CRA finance department. g. Contractor shall procure appropriate event related permits, licenses, and insurance coverage. h. Contractor shall work directly with service providers and manage the coordination and layout of the on-site event, set up of vendor tents, stages, sets and decor, portable toilets, barricades, light towers, generators, food court, and other event related items. i. Contractor shall assist CRA with creating and updating the event site map. j. Contractor shall develop a load-in and load-out schedule for all service providers for the Event. k. Contractor shall assist CRA with volunteer recruitment and management of volunteer program. 1. Contactor shall assist with creating an emergency response plan for the Event. m. Contractor shall attend all meetings requested by Program Coordinator, including interdepartmental meetings with staff from the City of Boynton Beach. n. Contractor shall directly subcontract a Vendor Relations Manager (2), Volunteer Manager(1), Operations Managers (3), and Labor Assistants to be paid directly by the Contractor to coordinate,assist,and facilitate throughout the project. Contractor will directly compensate subcontracted personnel. o. No later than September 1,2021,Contractor shall provide to the CRA for approval: ii. A site plan for the Event; iii. Outlined suggestions to enhance the volunteer program and recruit volunteers; iv. Outlined suggestions to enhance the CRA's sponsorship program; v. Special Event Pen-nit request for the City of Boynton Beach; vi. Quotes for core equipment rentals, such as stages, tents, barricades, audio, radios,golf carts,ATM's,trolley's,port-o-lets,generators,and light towers; and vii. Preliminary database of participants and key contacts. p. No later than October 11, 2021, Contractor shall provide to the CRA for approval: viii. Proof of all required insurance from service providers; ix. A production schedule inclusive of load-in, load-out, event operations, run of show, and breakdown of event; x. A signage plan; 01512073-1 Page 14 of 15 Contractor Initial xi. Copies of proposed contracts with service providers sufficient to demonstrate to the CRA that Contractor is able to ensure adequate staffing, appropriate scheduling, and other logistical needs are met during the Event; and xii. Proof that Contractor has obtained all necessary event permits from all entities, including an umbrella pen-nit for the Event from the City of Boynton Beach, and is sufficiently managing all vendor permit needs. q. Prior to the day of the Event, Contractor shall: xiii. Collect all required vendor insurance documents; xiv. Create and provide the CRA with a database of all participants, including service providers, vendors, subcontractors, volunteers, and similar entities. The database must include the name of the contact person for each entity, the phone number for the person who can be contacted during the event, email address of the contact person, and the physical address of entity; and xv. Provide an outline of vendor space assignments. r. On the days of the Event, Contractor shall: xvi. Coordinate, manage, and direct all Event service providers, logistics, entertainment, Vendors, volunteers, set-up, break-down, and all other happenings at the Event. xvii. Ensure that sufficient Contractor staff are present at the Event, based on CRA estimates of attendance at Event, and have additional staff available to assist at the Event at the request of the CRA; and xviii. Coordinate vendors, including checking vendors in,providing vendors with booth assignments, and addressing requests of vendors. s. After the Event, Contractor shall attend a wrap-up meeting at the direction of the Program Coordinator. „pro 01512073-1 Page 15 of 15 Contractor Initial �r. . Amendment to Contractor Agreement The Contractor Agreement dated July 13, 2021 (the "Agreement") is hereby amended through this Amendment to Contractor Agreement("Amendment"),which is made by and between Standing Ovations, LLC ("Contractor") and the Boynton Beach Community Redevelopment Agency, located at 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "parties"). WHEREAS,the parties previously entered into the Agreement; and WHEREAS,both parties desire to extend the term of the Agreement; and NOW THEREFORE, for the good and valuable consideration of $10.00, the receipt and sufficiency of which both parties hereby acknowledge,the parties agree as follows: 1. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2. Amendment. Amendments to the Agreement are shown as follows: additions are shown in underlined format; deletions are shown in strikethrough format. Specifically, the following sentence in Paragraph 40 of the Agreement is amended as follows: Unless earlier terminated pursuant to this Agreement, this Agreement will automatically terminate after the performance of Contractor Services and final Payment by the CRA, or on aeeeff+ber 15, zs-21 May 1, 2022, whichever occurs later, unless the CRA renews this Agreement as described below. 3. Alteration of Terms. The terms of the Agreement remain in full force and effect, except for those terms explicitly amended by this Amendment. 4. Execution. This Amendment may be executed under the same conditions and with the same formalities and waivers of formalities as provided for in the Agreement. [SIGNATURES ON FOLLOWING PAGE] 01584064-1 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year written below: By: Date: Authorized Representative for Contractor Print Name: STATE OF COUNTY OF SWORN TO and subscribed before me this day of , 20 , by Such person(Notary Public must check applicable box): [ ] is personally known to me [ ]produced their current driver license [ ]produced as identification. (NOTARY PUBLIC SEAL)Notary Public (Printed,Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: By: Date: Authorized Representative for CRA Print Name: Witness Date: STATE OF COUNTY OF SWORN TO and subscribed before me this day of , 20 , by Such person(Notary Public must check applicable box): [ ] is personally known to me [ ]produced their current driver license [ ]produced as identification. (NOTARY PUBLIC SEAL)Notary Public (Printed,Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: 01584064-1 a..s;�s' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.A. SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent and commercial property improvements. The grant programs continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. Grant guidelines and applications can be downloaded from the CRA website www.boyntonbeachcra.com. Below is a status report of the CRA's Economic Development Grant Programs and Business Development activities for FY 2021-2022: FY 2021-2022 Budget $556,600 Grants Awarded since October 1, 2021 ($)42,368 Remaining Fund Balance as of 11/8/21: $514,232 List of CRA Board approved Economic Development Program Grantees since October 1, 2021: t �ta4��f l�laf�rinf s , 'M-11n ', ,Addr� lTp JJ A�pr'ov�d � Stevop Inc. d/b/aC K's 301 S E 4th Lockshop roprty $2,368r—$0 Locksho & Security Center Street Improvement Pending Board Approval December 14, 2021 Advantage Physical Therapy 906S. Physical LLC dba Apex Network Federal Therapy Property $255000 $0 Physical Therapy#39 Highway, Office Improvement Suite B Advantage Physical Therapy 906S. Fp—hyscal—1 F---F— LLC dba Apex Network Federal Therapy Rent $15,000 $0 Physical Therapy#39 Highway, Office Reimbursement Suite B There were seven new BTRs issued by the City. Staff will be following up with the businesses below to introduce our BBCRA Economic Development Grant Programs and SMOR New Business Tax Receipts issued in November 2021 within the CRA boundaries: Business Name Business Address Business Type STARFISH SCUBA LLC 735 CASA LOMA BLVD BOAT, RECREATION/COMMERCIAL TROPICAL FISH DEPOT 226 NE 3RD ST MERCHANT, RETAIL LLC WATERFRONT HOMES 304 N FEDERAL HWY REAL ESTATE BROKER AND CONDOS LLC SILVER BULLET NT LLC 1300 W INDUSTRIAL MANUFAC, CLEANING AVE, 113 PREPARATIONS NEW ENGLAND 1111 S FEDERAL HWY SPECIAL EVENTS CHRISTMAS TREES A+AUTOMOTIVE 750 W INDUSTRIAL AVE AUTO MECHANICAL REPAIR REPAIR LLC LOADED BEAR LLC 640 E OCEAN AVE, 14 MERCHANT, RETAIL FISCAL IMPACT: FY2021-2022 Budget, Project Fund, Line Item 02-58400-444, $556,600 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action needed at this time unless otherwise determined by the Board. a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.13. SUBJECT: 49th Annual Boynton Beach Holiday Boat Parade Recap SUMMARY: On Friday, December 10, 2021, the Boynton Beach CRA, in conjunction with the Town of Hypoluxo, the Town of Lantana, and the City of Delray Beach, hosted the 49th Annual Boynton Beach Holiday Boat Parade. Event details are listed below: EVENT RECAP • The parade started at 6:30 PM traveling south from the Ocean Avenue bridge in Lantana to the C-15 canal in Delray Beach. • The parade featured 39 festively decorated vessels. • The Boynton Harbor Marina served as the official viewing location for the boat parade and featured live music from the band Spider Cherry, children's activities, and a visit from Santa Claus. • The event provided a spotlight for both waterfront restaurants located at the Boynton Harbor Marina, Two Georges Waterfront Grille and Banana Boat, and also featured 500 Ocean Cafe. • The winners of the parade will be announced at the Holiday Boat Parade Award's Dinner, which is scheduled to take place at Banana Boat on January 5, 2022. MARKETING RECAP Coastal Angler - Two (2) quarter-page ads were published in the Coastal Angler magazine to promote the event and recruit captains to participate in the festivities. The Coastal Angler magazine is a source for anglers, boaters, and conservationists and is the second largest free outdoor publication in the nation with 40,000 circulations per month in Palm Beach, Broward, Dade, and Monroe counties (see Exhibit A). Cost: $450 Coastal Star- A quarter-page ad was published in the Coastal Star to promote the event. The Coastal Star newspaper serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream and coastal Delray which reaches out to that specific demographic (see Exhibit B). Cost: $525 Gateway Gazette -A full-page ad was published in the Gateway Gazette to promote the event. The Gateway Gazette is a community publication that shares comprehensive neighborhood news, related to city government, business and real estate, sports, and events (see Exhibit C). Cost: $452 Neighborhood News - A full-page ad was featured in the Neighborhood News to promote the event and recruit captains to participate in the festivities. The Neighborhood News publication is a great way to reach out to the western Boynton Beach communities. The publication is mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook(see Exhibit D). Cost: $450 Posters - A promotional poster was created and distributed to various locations throughout Boynton Beach, including City of Boynton Beach facilities and local businesses (see Exhibit E). Cost: $62 Social Media - The Boynton Beach CRA social media platforms were utilized to promote a variety of paid and organic social media marketing initiatives. Various posts were created to promote the event and to recruit captains to participate in the festivities (see Exhibit F). Cost: $600 Street Signs - Seven (7) custom street signs were designed and installed at various locations throughout Boynton Beach to promote the event (see Exhibit G). Cost: $1,000 FISCAL IMPACT: FY 2021 - 2022 Budget, Project Fund, Line Item 02-58500-480, Holiday Boat Parade Event - $12,000; Event Marketing - $3,539 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action needed from the CRA Board at this time. ATTACHMENTS: Description D Exhibits A-G Exhibit A — Coastal Angler t l A w �a Exhibit A — Coastal Angler ?�1 s i 61 'ok „qtr} , t6tt t "3 � ' b< {V ui, } 0 F s 008 ;tV11 iy {{t0 ) 'U sflr }1,22 r{ is�oft% }Va,iii 6 �a. t r 11 0f l UI o a, X22 s}} �t11?s3���i.� .���ror,�t � }t.. ,ts-�hs�,0 ��tD44r � tC �Ir � %{t i� � ,{ rt P r 0 s 41, V 9 10 e} 0L r �a ,t5 est ■ } 10'x . 3)4}b C a 1 I z ► �g 0 , } o rta 11. Il_ ` ti'Pt' 1104, ' ,It" 0, bell,$06C a t a i 1 4 004404 ur aff46 $` ,,- A-01", 95996609019 OAN 06i a0 It #t�211} �U 0 0 7£ R 2� 7 tNr A a 0 J)} r P Q t t 0 0 1 0 4 04b 1 } tf 4 a 1 C,445,29 oof e 0 4 91 0 0 6 tO ilii S raii a 'dt ', - 6 � ¢I2 �a4Y1�, tdt2ls. +� �40 Il �d �k6 6111, 4 s � tfr !A !} Sid ! r} 2III a @f � � soiita ,{x t, ttt � rJs � t� ru6to 02 2 4 4,Q iit +b, t ,t,` FV .0 I � � '���� 0 All Boats Are Invited To Attend No Entry Fee information:For more ., b- Exhibit B — Coastal Star , - , i LJ�� Exhibit C — Gateway Gazette i of t= �tNi4 W l 9 � ,4k 94 A 3 l 1w I I A r Ify s Exhibit D — Neighborhood News MI , far � 1 Elr r f5� Illuv .t= c e to 3#ris" ;?"d, 1441 tt> t (t� 11+ il+{+A +[ +S rt r}) 2( G II, {(Jri QiI ,t hr Sha ,It »,,t W ri} stir '?a u II t 21 )r t d}s [ e }} ) Sfk , 't< +S\t } ( 1 ,,, n(.Ott„ 0' 11 tg 0 41 }` OSE#) 1 {t (t tl+, fi,t ( S,u t4S 1 sr 11 A 6 0 ;i{f,� ,t.` � : 't � � � (U 1k � � � t t3}3 i�tt f{S RAF Q 93 } G p) ,`r lU 6l � 1 4 771 }' �tU1il Vi' 0 411 I'J Pr C a 11 n 9 t 7 U9��71F� I � III 11 O1{;, Otl:+ § � gtlt3< aS- 6 k Captains � � @ �, S t4 Isx 1 9 6, 111 l gt 1 ttt 9 V a 0 41 } a s 6 , 6 �+ �l 11 rr tll) ff t�= � W lE€ ,,, �tlf i� t,+��� � 96 � + 110 1 tt+ ur pit to(if 711 Sia as 6 1?t o )o tO a d a a S`a 6 a a 0 a as a d 6 6 4 ,(s; � 094 o,�� R� k,�I�}1,(Sr»`',-� Irl)}4 4»t1 �t � it»0 0 9 0 ���at �( 1 � 00 6 � 1 - �a� i Of 1, 9 It 0 0 jr1?, }u 9 tt P R� 1 _ All Beets Are Invited To Attend No Entry Fee ! For more Information: -P Exhibit E — Posters t� MO 50* 0 NNA i NN ; R 1 IV Y Exhibit F — Social Media Boynton each CRA 40* P u b h sl�ed by env wv,e�k_-- Rc It m v e-be r 63 at L, EnJoy the holidays "F"Ionda style" and mark yr cal for the Boynton Beach HoHday, Boat Parade! kE Bo,,ynton Beach Holiday Boat Parade Boynton Beach 600 Going , 4,1669 ,1nterest ed 573 38 People reached crgagerrents Exhibit F — Social Media , Boynton B IS CRA 'IuI+wl­+ed b% Anna =,j:sasr 0 DecF m bsr at 1 A~~ Just one v)eek until the B ,nt_-n Beacl1,, H-o da oat Pa-ad,1d Our watch party ° v01 be hosted t the B o,, .to-, H n'b y, I' ar'Ma. Don't missout on all time furl! There will be live music from Sp _Ier I n-,,, photo rtuniti s with Santa Clams, sweet treats from The Boa C's, ,aIk 1*a ,a,­, i*e S' . .a n"ran 6eal:H1 FL Hot choco[ t from T+00 'C,�ccan Cafe, sorra light antes & drinksfrom Gec +;gimes %,,Vater*1"a'nt Gmsl,e,.. N{ ; Q,t 4h, 422 15 4A -1.8x lower People Fezahed xn rr)ent- C`ri_-Itn uvon sccric 4 Shares Exhibit F — Social Media Boynton Beach CRA pub! ,hed,, bnu An y issa%iii 0 at 1,1103 P'_.J Friendly r rn rider, v.,e have partnered with the Marin Industries and S a ,-,%, to collect nevh, um%,rapped toys for Toy=s for Tots. Make sure you pick ars extra special toy so ars extra special tot can receive a gift this year, You can drop off unwrapped toes during the Beach Beat Parsee watch party, atT ,� Way ' faro- ,t s-rjH , Banana Boat, or if you:, arellhaving your own watch part/ n the eater, simply waiv flashlight as the parade passes by and See more 1,202 49 1, +1,6x higher People reached Engagements D" tfibutcn Sc r E2 8 Shal-es U ke Commen't Beare Exhibit F — Social Media Boynton each CRA Want tsojoin in on the fun for the Br yl`tori, Be'ai;ss H,Dhday, B:cjar ParaoI -Lr,:at-parade 5,360 686 T +6.2x higher =r" Conrimer ts, 1,2 Shares, [I'j Like ( ,I Comment Share • • US Wei nil" 0 zaawi HOLIDAY �130AT PARADE— OYNTON BEACH LANTANA-HMLUXO-DEURAY BEACH fill"4*411 F �g my� FREE EVENT 73 5 CASA LMA BOULEVARD PRESEM9ED 6Y. � � Tr��r) A BEACH BOYN'T''ONBFACHCRA.COM COMMUNITY REDEVELOPMENT AGENCY HOLIDAY — BOAT PARADE — BOY TON BEACH LANTANA-RWOLUXa-DEJ AY BEACH FEE EVENT " CASA L{ MA BLVD. . x PR€SEM1ITEANIC D EV BN BEYRCH BCTT ►NBEACHCACoM '. COMMUNITY REDEVELOPMENT AGENCY a..s;�s' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.C. SUBJECT: Social Media Update SUMMARY: SOCIAL MEDIA UPDATE In the month of November, the BBCRA social media platforms were utilized to provide updates about various BBCRA initiatives, including the November 30th Special Meeting, Ocean Breeze East project, and the 49th Annual Holiday Boat Parade. Additionally, as part of the ongoing initiative to promote the goods and services offered by businesses within the BBCRA area, a variety of social media posts were shared to encourage community members and visitors to patronize and support local businesses. On Friday, November 12th, there was a special highlight for the newly opened 500 Ocean Cafe. BBCRA staff assisted 500 Ocean Cafe with promoting their official Grand Opening & Ribbon Cutting Ceremony via Facebook Live. Additional business features included: • The Boardwalk Italian Ice & Creamery • Found at Sea Charters • Banana Boat • Starfish Scuba • Amar Bakery and Market • Scheurer's Chocolate • Sweetwater • Common Grounds Brew& Roastery • The Butcher& The Bar • Bond Street Ale and Coffee • Proday Fitness Center • Fly& Flow Fitness See Attachment I for examples of the social media posts that were published in November and Attachment I I for a full listing of the Facebook and I nstagram posts that were shared. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I - November Social Media Overview D Attachment II - November Facebook & Instagram Posts w Q D a Q D w J Q U O u N S _ x Cn O <<aLy tcn }kw61 %D 5 I Wo ', m � n A w fl O r uj ED Y a I LU g J45 0 C ) M E V � r7u it V � � ELTj al cn o:< e N 7, 'R a a v 2- Q o 21, � I t Q � c W � � N U y W v ro � z r � ,„.�r-�1 U d E W bm f.0 1 J v2 30 m � _ w ,ISfat, � `` sv. � 2� cn Q ll � q3 CL T W ML 0`y' Zrca " � �n ca j 1 a w 6 y W � o © o ? Its,\�•' �l�ti- .,_y r ' -`, v - p w w � m t " IF IS I IN U L rd d s O � ro H n pkv, k o f q � 3 k E S} moi, v tG ¢ta� o v 1 O u gq" a L ry, v cn W — { Q LU s w Y c rs iii t t 5 E b � P i a ttt„k y T, E; tF cn C u a m NOVEMBER FACEBOOK & INSTAGRAM POSTS 11 SO QC,` 1 Th � u,eas:,r o-,r 5e4 rE, k4i 4D te=--fu( ,.9-:e_aor_t E1e.0 _. - 11'29,2021 The CRA Ena r pe-6a l W ung wffl ba. Fir t morrs4et 5.v"rft9.fter 11 28'20271 ® _7,t Y me rvviodd3 tie` _ 11 27='2021 Sriial Eusfrs av-royrday is here! ,a 2.220 2 Tag our fey xr.e co rynt'^Bea& T 11,28'2C,21 The Holiday sa=non , �'=— 81 A HE 7, V, ..-N. 4-, 11 25120121 The Ei7wazrBea,&CF.A hes €, you arr;+=m_rl v_doneseh,,ppry W2' rt 11,24"2021 &® r ur� .i- a oaek k rKcut u7 sr�'F:DA,'r r 7NESS CENTER ,t � 1 1 233.2021 ��end rr rEi'kr r ani , 4 rneredwith th_W,=r�r 11,22'2C,21 Ern h r,a a _ious PIP f€o€r, .2a i 1 25 11 21;X0121 E--n t f .r a a,,a iI N u r:a r° " -KA. meet- from T _Butcher ann T._ 11 7qt 21 _c r c u vixee c ar&'s_,et �r 4 TGF W :e it a dal.-night at w+ !SvAeetwatEr<2 22 11,18'? 21 Take e kat our bbg and rr 42L 1"°10 02', The ORA Ecsrd Speco 1 Ws=fing 2, 224 vAfll bag 4r,at&2KPM or Tues-za,'Y, 11,1T'2121 'VVant tjoin ,on te fun for to 4C E:C";;nt::'7.Resor l--C6-.sv 1',°f0'3. 1 Hofidayfiavors are at Scheurer's 1v 0 D 6 11:1&'2021 There'E 2-.H1-.ars tc order your 71!1"� wk 7MA Thank-,givtrg goodies froM,As-r�-=,r spice L'Pr pL T satL rJay with C, a - Siarfish Scuba Z1s 1 11,'12`2021 Join w_=em MO&-p-an p2 21 aw 'a t� C ar -Dcvont�-wn 7-:Vnt�:rr SpaoH 111 The Hdidays ars coriiing -3M,us dor j:,u r Ar I Lad HC111-IFY Ea-al Fa ra,-- 4, 11:11,2021 Thank er t,all the=.erw6',e rnen -7- r Gvour weerc siarted,at 500 'v 40 2;7:7 Ocean Care fsRiuring haze riiusi� 3 42, 11,`00 7071 R T-r TE k:e fit, k a t CO ca a r&-a e z,a E a s7, 11'00 0211 � ri743 07 1v M Eraq te asai ifiriJ w2atpr nr&s : k'al.Banana EDal ac 11,00°r 71 To vav and, partripatewmually tir tr-,Navp in,ts,BBC R A,Boa rd Erj®r?Your SL r,-.R'y Funday-.v!,h F o u n d Sea C a rs l 11,05`2071 �Oehat beti.Erway u-,s7ort a 2 n wit�a cvfil from Saile he -y s 1',°04 202 11 Mark Yr &s Boymon --D 1v 7 Esa,h Art Datr1irt retu:rr,of&�-An 7 12'etsrF!-s Dsp sirpSethere!A "�14 E,2� vet-rz r-3!-,-aar�ve,duty�n""I,=,ry 71! 11,'02 P2 02 11 Z11 i K �,I.The 3oadvjslk Nahan los P, 311 11:0 1 021 The C;nv Df E10n tx-Bear u- F-at F-,,.Ia-v a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: December 14, 2021 OLD BUSINESS AGENDAITEM: 16.A. SUBJECT: Reconsideration of the 2022 CRA Board Meeting Dates SUMMARY: At the November 9, 2021, CRA Board meeting, the Board approved the 2022 CRA Board meeting dates as specified below. January 11, 2022, is the only conflict that exists with the City's calendar of the special general election. There are no conflicts with moving the meeting to the next day, Wednesday, January 12, 2021. CRA Board meetings are held on the second Tuesday of every month at 5:30 p.m. at Commission Chambers at City Hall located at 100 E. Ocean Avenue, Boynton Beach, FL 33435. The following is a list of the CRA Board meeting dates for the period January- December 2022: • January 11 — Special General Election - U.S. House of Representatives District 20 Special Election • February 8 • March 8 — Municipal Election Day (Moved to Wednesday, March 9, 2022, at the November 9, 2021 CRA Board Meeting) • April 12 • May 10 • June 14 — Flag Day • July 12 • August 9 • September 13 • October 11 • November 8 — Election Day(Moved to Wednesday, November 9, 2022, at the November 9, 2021 CRA Board Meeting) • December 13 There are several known conflicts with National Holidays, National Elections, or Local Election dates. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the 2022 CRA Board meeting dates as presented with the January 12, 2022, as an alternate date for the January 11, 2022 meeting. 2. Approval of alternate dates and times after discussion by the CRA Board. �' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 OLD BUSINESS AGENDAITEM: 16.13. SUBJECT: Execution of the Second Amendment to the Purchase and Development Agreement to the Ocean Breeze East Project SUMMARY: At the November 9, 2021, CRA Board meeting the Board approved the Second Amendment to the Ocean Breeze East (OBE) Purchase and Development Agreement which includes the deletion of the Neighborhood Officer Program (NOP) office from the flex space within the 123 unit, Ocean Breeze East Apartment project (see Attachments 1-111). Additionally, the Board also approved the reimbursement to Ocean Breeze East Apartment, LLC for the tenant build-out of the community space when a tenant is identified in an amount not to exceed $100,000, including design fee. The draft Second Amendment has been forwarded to Centennial Management Corp. (CMC), the developer of OBE, and they have expressed concerns regarding the rent-free provision and liability should the space be utilized by a non-public entity. CMC expressed the willingness to work with all groups for the community benefit and Ms. Elizabeth Roque will be at the December 14, 2021, meeting to address any questions. Execution of the attached Second Amendment to the Purchase and Development Agreement is required in accordance to Board direction (see Attachment IV). FISCAL IMPACT: FY 2021-2022 Project Fund Budget; #02-58100-203, $15,000 (design fees) FY 2021-2022 Project Fund Budget; #02-582000-405, $50,000 (tenant buildout) Additional funding ($35,000) for the interior improvements to be reallocated as part of the FY 2021-22 Budget Amendment process, if available, or as part of the FY 2022-2023 Budget. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Second Amendment to the Purchase & Development Agreement for the Ocean Breeze East Apartment Project (OBE)for execution by Board Chair subject to final legal review. ATTACHMENTS: Description D Attachment I - Flex Space Location Map and Floor Plan D Attachment II -OBE Executed Purchase & Development Agreement and First Amendment D Attachment III - November 9, 2021 CRA Board Meeting M inutes D Attachment IV - Draft Second Amendment to the OBE Purchase and Development Agreement U o g o w (n U)m a c will all @HUM wyffi -- N r NE1slSTREET y aR y})SLl t 14 leg 01 t1 K 1 � emase 1 �F I - �ij4far l lego iv, s U d � a 0 d x 0 I sz e sl LL co0 - !4 w g `3$ N SEACREST BLVD 8 11 S 1 HX3 t ;� r{ UNIT A1�S t Til 13 L/ TO 17-2" 2r 13 4V31 ? ---- � - tJNT Al-S 1-r 4" + - 13-4" P Sa WC-2 .. 4 m ¢ ` ------------------11 ----- - 3 tY (j)�tT A PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "SELLER") and OCEAN BREEZE EAST APARTMENTS LLC or its affiliated assignee (hereinafter "PURCHASER", and together with the SELLER, the "Parties"). In consideration of TEN DOLLARS AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A," attached hereto (hereinafter the "Property"). The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effected in order to reduce slum and blight and to enable the construction of an affordable new housing community as set forth herein (the "Project") on the site of the former housing project known as Ocean Breeze East. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($800,000.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. 3.1 Second Deposit. An additional deposit in the amount of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00), which together with the Initial Deposit shall be referred to as the "Deposit,"shall be deposited with the Escrow Agent, at the end of the Feasibility Period (as hereinafter described). The Deposit shall be non-refundable to PURCHASER, except upon (i) failure by SELLER to satisfy any conditions precedent to closing; or (ii) default by SELLER hereunder.. All interest accruing on the Deposit, if any, shall be credited to the Party entitled to retain the Deposit in the event of the cancellation or termination hereof.At closing,the Purchase Price shall be payable in cash, less the Deposit, and subject to prorations and adjustments set forth herein. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 00907724-2 T:DrvADevi\OBE\Centennial 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following: a) PURCHASER's submittal of a formal application for an allocation of 9% Low Income Housing Tax Credit's (LIHTC) from Florida Housing Finance Corporation (the "Allocation") prior to the last date of the applicable Florida Housing Request for Applications period ("RFA") which is estimated to be not later than December 28, 2017 (the "2017 Tax Credit Application Period"); b) Seller's delivery of marketable title to the Property to PURCHASER subject only to the Permitted Exceptions as set forth herein. 6. CLOSING DATE. PURCHASER shall make every reasonable effort to close on or before January 31, 2018, at such location to which the parties may mutually agree in writing. In the event closing is delayed for any reason, it is agreed that the Agreement shall terminate on June 30, 2018, if closing has not occurred. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey(as hereinafter defined),to which PURCHASER fails to object, or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period of thirty (30) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii)to the extent practicable, repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. 00907724-2 I DrvADev]\OBE\Centennial PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 8.1 Seller's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within five (5) days of the Effective Date of this Agreement: any existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"),a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty(30) days to diligently and in good faith undertake all necessary activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). Notwithstanding anything to the contrary in this Section, SELLER shall have an affirmative duty to satisfy all title requirements which are liquidated claims, outstanding mortgages,judgments, taxes (other than taxes which are subject to adjustment pursuant to this Agreement), or are otherwise curable by the payment of money without resort to litigation (collectively, the "Mandatory Objections"), which may, at SELLER'S election, be done at Closing by the Closing Agent's withholding of the applicable amount from the proceeds of sale. In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections which are not Mandatory Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of: (i) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, (ii) accepting the Title to the Property as of the time of Closing; or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for 00907724-2 T:DrvADevi\0BE\Centennial those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update")covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedings. At Closing, there shall be no actions, suits, proceedings or investigations pending or threatened against Seller or the Property affecting any portion of the Property, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the 009077242 T:DrODevROBE\Centennial Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured Title Objection. 10.3 Closing Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000. 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. Purchaser shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at T:DrvA1)ev1\0BE\Centennia1 Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 12. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 12.1 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind,except the Permitted Exceptions(and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against Seller or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.4 Acts Affecting Property. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 13. DEFAULT PRIOR TO CLOSING. 13.1 PURCHASER'S Default Prior to Closing. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be entitled to terminate this Agreement and retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those 00907724-2 T:Dry\Devi\OBE\Centennial expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default Prior to Closing. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to closing, PURCHASER may, at its option declare SELLER in default under this Agreement in which event PURCHASER's rights shall include the right to demand specific performance of the provisions of this Agreement. 13.3 Notice of Default Prior to Closing. Prior to declaring a default prior to closing and exercising the remedies described in this Section,the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both Parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 13.4 Survival. The provisions of this Section 13 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton Beach, Florida 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 If to Purchaser: Ocean Breeze East Apartments LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FI 33016 00907728-2 T:Dry\Devi\OBE\Centennial With a copy to: James Hurchalla, Esq. 888 E Las Olas Blvd Fort Lauderdale, FL 33301 15. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER,which shall not be unreasonably withheld. This Agreement may be freely assigned by PURCHASER to an affiliated assignee of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unaffiliated party shall be subject to the written approval of SELLER, which shall not be unreasonably withheld. 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 00997724-z T:Drv\Devi\OBE\Centennial 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 19. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a multi-family affordable development as described herein. 19.1 SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER shall submit plans to the SELLER for review prior to submission to the City for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled Board meeting after PURCHASER submits plans for approval. 19.2 REQUIRED PROJECT IMPROVEMENTS. The Project shall include the following elements and improvements: a) If requested or required by the SELLER, the Project will be designed to be a gated community to enhance the value of the Property. A decorative fence may be installed around the buildings comprising the Project to create an enclosed space. If requested or required by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry. Gates shall not be required if space required for gates (including stacking and turn-around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. b) The Project will have a minimum of a 6' sidewalk constructed around the entirety of the Project. C) The Project will include street lights installed along the entire perimeter of the Project that are complimentary to those existing along the east side of N. Seacrest Boulevard adjacent to the Property. d) The Project will include on-street parking spaces, where feasible. e) The Project will include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations which will be installed along the entire perimeter of the Project. f) The Project will include enhanced resident amenities within the proposed project boundaries. g) The Project will include plaza style open space that exceeds the requirement of the City's Land Development Regulations with landscape, hardscape and accent lighting features preferably located on N. Seacrest Boulevard or at the corner of N. Seacrest Boulevard and NE 7th Avenue. 00907724- T.Drv\Devi\OBETentennial h) The Project will include construction of a three (3) story, 100-123 unit affordable multi-family rental housing development, approximately 2,500 sq.ft. of flex space for a new Neighborhood Officer Program office and community space, which shall be provided to the CRA for said use rent free. 19.3 LOCAL CONTRACTORS: Purchaser commits to prioritize using local contractors and sub-contractors during construction and to make efforts to hire local residents as part of the Project's operations team. These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project, the Developer shall: a) Hire a job placement consultant during the construction of the Project; b) Host a job fair; c) Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of the Project; d) Include in all contracts with Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of the Project; e) Provide a list of job positions and descriptions to a Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of the Project; f) Use Good Faith Efforts to offer permanent job positions resulting from the Project to qualified City residents; g) Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training; and h) Pay or cause to be paid new hires in all permanent post-construction positions residing within the City a minimum of the Living Wage 19.4 Construction Permit Approval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with development and construction of the Project including the formulation of the Project's design and construction documents as well any and all applicable permit fees associated with the Project. 20. FUNDING OPTIONS. BUYER shall have the following options to obtain funding for the Project. 00907724-2 T:Dry\Devi\OBE\Centennial a) PURCHASER shall submit an application for 9% Low Income Housing Tax Credits (LIHTC) from Florida Housing Finance Corporation (FHFC) in the 2017 Tax Credit Application Period. a) If PURCHASER's application to FHFC during the 2017 Tax Credit Application Period is successful and 9% Tax Credits are awarded to Seller for the Project, then the development of the Project shall commence pursuant to FHFC underwriting schedule. b) If PURCHASER is NOT successful, and no 9% Tax Credits are awarded through the 2017 Tax Credit Application Period,then SELLER shall,at its option, either: (i) instruct PURCHASER to apply to FHFC for a SAIL loan and/or 9% LIHTC funds through FHFC's 2018 RFA cycle ("20 .8 Tax Credit Application Period"); or (ii) instruct PURCHASER to obtain non- competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC, and SELLER shall provide Tax Increment Revenue (TIR)funding(TIR)to the PURCHASER for the Project in an amount to cover the difference between total Project development costs and the sum total of all Bond and 4% LIHTC funds received by Purchaser for the Project, which amount of TIR funding provided by Seller shall not exceed $350,000.00 per year over a fifteen (15) year period without the approval of Seller (hereinafter"Gap Funding"). If Seller instructs Purchaser to pursue option (ii) above, SELLER shall return to PURCHASER an amount equal to the $800,000 purchase price paid for the Property and provide $500,000 in local government grant as proffered in PURCHASER's RFA response. c) If SELLER instructs PURCHASER to apply for SAIL funds in the 2018 Tax Credit Application Period and and SAIL funds are awarded to PURCHASER for the Project, then the development of the Project shall commence pursuant to FHFC underwriting schedule. d) If Seller instructs PURCHASER to apply for 9% LIHTC in the 2018 Tax Credit Application Period, and 9% Tax Credits are awarded to the PURCHASER for the Project through the 2018 cycle, the development of the Project shall commence pursuant to FHFC underwriting schedule. If Seller instructs Purchaser to apply for both SAIL funds and 9% LIHTC in the 2018 Tax Credit Application Period, the development of the Project shall commence pursuant to FHFC underwriting schedule at the earliest of either SAIL funds or 9%Tax Credits being awarded to the PURCHASER for the Project. e) If PURCHASER is instructed to apply for SAIL funds and/or 9% LIHTC in 2018 and neither is successful, and no SAIL loan and no 9%Tax Credits are awarded to PURCHASER for the Project, the development of the Project shall commence pursuant to Section 21 and SELLER shall: i) Instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4%Tax Credits from FHFC, and 009077242 T:Drv\Devi\OBE\Centennial ii) Provide TIR funding to the Purchaser for the Project in an amount to cover the difference between total Project development costs and the sum total of all Bond and 4% LIHTC funds received by Purchaser for the Project, which amount of TIR funding provided by Seller shall not exceed $350,000.00 per year over a fifteen (15)year period without the approval of Seller (hereinafter "Gap Funding") . If Seller instructs Purchaser to pursue option (ii) above, shall return to PURCHASER an amount equal to the$800,000 purchase price paid for the Property and provide $500,000 in local government grant as proffered in PURCHASER's RFP response. g) SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER when PURCHASER applies to FHFC in both 2017 and 2018 Tax Credit Application Periods for SAIL or 9% LIHTC funding for the Project. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER's applications to FHFC pursuant to this Agreement and SELLER shall provide a $567,500 Local Government Contribution to the Purchaser for the Project, which funds shall only be disbursed upon award of either SAIL or 9% LIHTC funds to PURCHASER for the Project. h) If the Project is funded by 9% LIHTCs or SAIL, financing will be obtained and documentation provided to the CRA within the time frame set forth in FHFC's credit underwriting procedures for the SAIL with bonds and 4% LIHTC or 9% LIHTC as the case may be. 21. DEVELOPMENT TIMELINE FOR TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the development timeline set forth in this Section. Completion of each action set forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion of each action. a) PURCHASER shall submit an application and all necessary supporting documents to the City for site plan approval within ninety(90) days of notice to PURCHASER from FHFC that it has not received either SAIL or 9% LIHTC funding in either the 2017 and 2018 Tax Credit Application Periods and written confirmation by SELLER that the Project will be funded pursuant to Section 20(f) above. b) Purchaser shall submit applications and all necessary supporting documents to the City for a building permit within one hundred twenty (120) days of the City's approval of the site plan for the Project. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. PURCHASER shall provide a copy of the building permit for the Project upon issuance of the same by the City. 009077za-z T:Drv\Devi\OBE\Centennial C) SELLER shall assist PURCHASER's request for site plan approval and building permit issuance to the extent practicable and permitted by law and to the extent the same is consistent with the terms of this Agreement. d) If the Project is funded by TIR, PURCHASER shall obtain non-competitive Tax Excempt Multifamily Revenue Bond funding from FHFC or from the Palm Beach County Housing Finance Authority as well as non-competitive 4%Tax Credits from FHFC. Financing shall be obtained and documentation provided to the CRA within the time frame set forth in the HFA's and/or FHFC's credit underwriting procedures for the SAIL with bonds and the 4% LIHTC. e) Regardless of funding source, PURCHASER shall conduct a groundbreaking ceremony and commence construction of the Project within sixty(60)days following the issuance of a building permit by the City for the Project. SELLER will be in attendance at the ceremony with limited participation in its planning. d) Temporary or permanent certificate of occupancy shall be obtained within twenty-four (24) months following issuance of the building permit for the Project by the City, regardless of funding source. g) Purchaser shall diligently pursue and use all reasonable efforts to obtain all necessary approvals for the construction and development of the Project. Upon receipt of the building permit for the Project from the City, PURCHASER shall diligently pursue completion of construction of the project regardless of funding source. 22. DEFAULT AFTER CLOSING. Failure of PURCHASER to strictly comply with the any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement. If PURCHASER has not provided SELLER with written notice explaining the reason or circumstances not under the control of PURCHASER that has prevented PURCHASER from complying with the provisions of this Agreement and SELLER has not agreed in writing to same, then the PURCHASER shall be required to reconvey the Property to the SELLER, and this Agreement shall be terminated,and SELLER shall be released from any and all obligations under this Agreement, and, assuming the SELLER has not otherwise returned to Purchaser an amount equal to the purchase price for the Property pursuant to Section 20(b)above or any other provisions of this Agreement, SELLER shall reimburse PURCHASER the purchase price of the property described herein. 23. REVERTER CLAUSE. The Warranty Deed of conveyance shall contain a reverter clause that shall run with the Property until the Project is completed and the PURCHASER has obtained a Certificate of Occupancy for the Project.The reverter clause shall require the Property to be reconveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the purchase price of the property described herein. To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B". 00907724-2 T:Drv\Devi\OBE\Centennial 24. RIGHT OF FIRST REFUSAL. In the event SELLER provides TIRF funds to PURCHASER for the Project under this Agreement, PURCHASER shall grant SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be as follows: (i) If Purchaser receives an offer to purchase the Property pursuant to a written contract or letter of intent, Purchaser shall give Seller notice of the offer by delivering a copy of the contract or letter of intent to Seller ("Notice") pursuant to the Notice requirements of Section 14 above. (ii) Within ten (10) days of receipt of the Notice, Seller shall either waive or exercise its right of first refusal. If Seller elects to exercise its right of first refusal, Seller shall, within ten (10) days after receipt of the Notice, deliver to Purchaser an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by the Purchaser of the foregoing from the Seller, Purchaser and Seller shall enter into a Purchase and Sale Agreement pursuant to the same terms and conditions as the Notice. (iii) If Seller fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then Seller's right of first refusal shall be deemed to have been waived. 25. MISCELLANEOUS. 25.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 25.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. 00907724-2 T_Dry\Devi\OBE\Centennial Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 25.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions,covenants,agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 25.4 Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 25.5 Severability. If any provision of this Agreement or the application thereof shall,for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 25.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial byjury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 25.8 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 25.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 25.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida. 00907724-2 T:DrvADevi\OBS\Centennial 25.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 25.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 25.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. SIGNATURES APPEAR ON FOLLOWING PAGES 00907724-2 T:DrvADevi\OBE\Centennial IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: OCEAN BREEZE EAST APARTMENTS LLC BOYNTON BEACH COMMUNITY By Ocean Breeze East GP LLC REDEVELO, SENT GENCY Primed Nl - z" S `r' Printed Name:Steven B. Grant Title: Authorized Me ber Title: Chair Date: 12- /C.) b Date: WITNESS: WITNESS: t Printed Name: F..1 Printed i ame: L3oi U G i WITNESS: .. WIT 5S: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney 00"'0724-2 T DrvAl�evl?OBE`.Centennial EXHIBIT"A„ LEGAL DESCRIPTION PARCEL 1: A portion of Block C of the Plat of BOYNTON HILLS, Boynton Beach, Palm Beach County, Florida, according to the Plat thereof, as recorded in Plat Book 4,at Page 51,of the Public Records of Palm Beach County, Florida, described as follows: Commence at the Northeast corner of Lot 147 of said Block C; thence South (assumed), along the East line of said Lot 147 a distance of 20.00 feet to the Point of Beginning;thence continue South, along the East line of said Block C, 228.36 feet to the Southeast corner of Lot 134 of said Block C; thence West, along the South line of said Lot 134, a distance of 100 feet to the East line of Lots 135 and 136 of said Block C; thence South, along said East line and the Southerly prolongation thereof, 189.19 feet to the centerline of Grand Circle "N", being a curve concave Southwesterly having a radius of 591.65 feet, (a line radial to said curve bears North 41' 04' 57" East); thence Northwesterly, along the arc of said curve 5.02 feet through a central angle of 0° 29' 11" to the intersection with the Northerly prolongation of the East line of Lot 129 of said Block C (a line radial to said curve at the said point of intersection bears North 40' 35' 46" East); thence South along the said Northerly prolongation of the East line of said Lot 129, a distance of 57.60 feet to the Southeast corner of said Lot 129; thence West, along the South line of said Lot 129 and the South line of said Lot 128 a distance of 150.00 feet to the West line of said Lot 128; thence North, along said West line 15.00 feet to the South line of Lots 127 and 126 of said Block C;thence West, along the said South line of Lots 127 and 126, a distance of 100.00 feet to the West line of said Lot 126; thence North, along said West line, 45.00 feet to the South line of Lots 124 and 123 of said Block C; thence West along said South line, 100.00 feet to the West line of said Lot 123; thence North along said West line and the Northerly prolongation thereof, 193.23 feet to the intersection with the Westerly prolongation of the South line of Lot 141 of said Block C; thence North 7643'35" East along said Westerly prolongation, 157.99 feet to the West line of said Lot 141; thence North, along said West line, 101.25 feet to the North line of said Lot 141; thence North 83' 17' 55" East, along the North line of Lots 141 and 142 of said Block C, a distance of 75.51 feet to a line 25 feet West of and parallel with the East line of Lot 150 of said Block C; thence North, along said parallel line 92.44 feet to the North line of Lots 150, 149, 148 and 147 of said Block C;thence East, along said North line 205.00 feet to the beginning of a curve concave Southwesterly having a radius of 20.00 feet and a central angle of 90' 00' 00"; thence Southeasterly along the arc of said curve, 31.42 feet to the Point of Beginning aforedescribed. and PARCEL 2: Lots 3 through 12 inclusive, in Block 1, Lots 1 and 2, in Block 1, LESS all that portion of lots 1 and 2 lying West of the East right-of-way line for"Seacrest Boulevard" as shown on Road Plat Book 5, at Page 182 and less a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according to the Plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. and 00907724-2 T:DrvADevi\OBE\Centennial PARCEL I and the South Half(S1/2) of the East Half(E1/2) of Lot 2 of Subdivision of the West Half (W1/2) of the Southeast Quarter (SEI/4) of Section 21, Township 45 South, Range 43 East, LESS the South 125 feet thereof; Less parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642 and LESS the right-of-way for "Seacrest Boulevard" as shown on Road Plat Book 5, at Page 182, according to the Plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. 009077'4-z T:DrvADeVROBE\Centennial EXHIBIT B REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this °qday of _ cam- , 2017, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "SELLER") and OCEAN BREEZE EAST APARTMENTS, LLC or its affiliated assignee (the "PURCHASER", and together with the SELLER, the "Parties"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct certain Improvements on the Property in accordance with the guidelines and criteria set forth in the Purchase and Development Agreement ("Agreement") executed by the Parties. C. The Deed shall provide that if the PURCHASER does not timely construct the Improvements as set forth in this Agreement, then the Property shall revert to the SELLER. NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration,the receipt and sufficiency of which are acknowledged,the parties agree as follows: 1. PURCHASER agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms and timeframes set forth in the Agreement. 2. In the event the Improvements are not timely completed (unless extended pursuant to the terms of the Agreement), the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER,the PURCHASER will provide a quit claim deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the purchase price of the property described herein. 3. During the construction of the Improvements, PURCHASER will not place any additional liens or encumbrances on the Property except as consented to by the SELLER. In that regard,the SELLER agrees not to unreasonably withhold its consent to any construction loan financed with a commercial bank or similar lender intended to fund the construction and development of the Improvements. In such an event, the SELLER will enter into a Subordination Agreement satisfactory to such lender. Upon completion of the Improvements satisfactory to 00884562-2 T:Drv\Dev1\0RE\Centennia1 the SELLER,the SELLER agrees to record a release of the reverter rights described herein. This Agreement shall be binding upon the parties hereto and shall be binding upon and inure to the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. This Agreement may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. I WITNESS the following signatures as of the year and date first above written. j I PURCHASER: SELLER: OCEAN BREEZE EASTtAPARTMENTS, I LC BOYNTON BEACH COMMUNITY REDEV OP N .AG CY r r ,r i Printed Name: , tti - � Printed Name: Steven B. Grant i i Title: t, Title: Chairman I Date: I i i 0 Date: I 1 � i i I i i V r I 99884562.2 T:Drv\Dcv11013E\Centcnn ial I 7 1 s FIRST AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS U AGREEMENT (the "First Amendment") made as of , 2019 by and between BO TON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (the "Seller"), and OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company(the"Purchaser"). WHEREAS, the parties entered into that certain Purchase and Development Agreement dated effective as of December 15,2017 ("PDA"); WHEREAS,the PDA contained an error in the legal description of the real property; WHEREAS, pursuant to the PDA, the Purchaser and Seller closed on the purchase and sale of the Property and recorded that certain Warranty Deed on March 2, 2018; WHEREAS, the Purchaser closed on equity financing for the Project in the approximate amount of $20,594,440 and construction debt financing for the Project in the approximate Dunt of$13,700,000 (altogether the equity and construction debt financing is hereby referred to as the "Financing") and building permits for the Project have been approved; WHEREAS, Purchaser has agreed to repay the City the full amount of the City's $567,500 Local Government Contribution in accordance with the loan documents attached hereto as Exhibit A (the "Loan Documents") and, Lewis V. Swezy, a principal of Purchaser has agreed to provide to the Seller the Completion Guaranty attached hereto as Exhibit B (the "Guaranty"); WHEREAS, the Purchaser and the Seller desire to amend the PDA in accordance with the terms hereof; and THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,the parties agree as follows: 1. Capitalized terms herein shall have the meaning assigned to them in the PDA, unless otherwise specifically provided herein. 2. The definition of"Property" in the PDA is amended, as of the date of the Warranty Deed, to identify the property more particularly described on Exhibit D. 3. Purchaser represents and warrants that the Financing has closed or will close concurrently with the consummation hereof. . Upon execution and delivery of the Loan Documents by the Purchaser and the Guaranty y Lewis V. Swezy (a) Seller's sole and exclusive remedy for any default relating to the PDA shall be an action to enforce the Completion Guaranty, which shall be subject to senior lender's subordination agreement, except that Seller shall retain the right to bring First Amendment to Purchase and Development Agreement—Ocean Breeze East an action to enforce Section 19.2(h) of the PDA, (b) the Reverter Agreement shall be terminated in accordance with that certain Reverter Termination Agreement attached hereto as Exhibit C, and (c) Sections 22, 23 and 24 shall be terminated in connection herewith. 5. Section 19.2(h) of the PDA shall be amended and restated as follows: The Project will include construction of a three (3) story, 100-123 unit affordable multi-family rental housing development, with flex space for a new Neighborhood Officer Program office and community space, is shall be provided to the CRA for said use rent free and be constructed in accordance with the site plan. 6. The provisions set forth in Section 25 of the PDA shall survive and are incorporated herein by reference. 7. By its joinder hereto, the City approves of the Loan Documents and will execute the Note and Loan Agreement and a subordination agreement in form and substance reasonably acceptable to the first mortgage lender and any refinancing thereof. [Remainder of this page intentionally left blank] First Amendment to Purchase and Development Agreement—Ocean Breeze East IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the date first written above. SELLER: BOYNTON BEACH COM' UNITY REDEV NT By: .. Name: Title: PURCHASER: OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company By: Ocean Breeze Manager LLC, a Florida limited liability company,its manager By: Lewis V. Swezy,Manager LEWIS V. SWEZY THE CITY OF BOYNTON BEACH, a political subdivi ' ate - rida By: g Name: Title: 0�r ®Buq _ First Amendment to Purchase and Development Agreement—Ocean Breeze East IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly execute(] as of the date first written above. SELLER: BOYNTON 13EACIII COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: PURCHASER: OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company By: Ocean Breeze Man Cq-'--a J Florida limited liab' c X11 nager Le S ezy,. anagc,r,,,, ,'WIGS-v Wr ,z)(L-` THE CITY OF BOYNTON BEACH,a political subdivision of the State of Florida By: Name: Title: First Amendiiient to Purchase and Development Agreement-Ocean Breeze East EXHIBIT A First Amendment to Purchase and Development Agreement—Ocean Breeze East Prepared by and return to: Randal M.Alligood,Esq. Nelson Mullins Broad and Cassel 390 N.Orange Avenue, Suite 1400 Orlando,FL 32801 THIS MORTGAGE IS GIVEN TO SECURE TILE FINANCING OF HOUSING UNDER PART V OF CHAPTER 420, FLORIDA STATUTES, AND IS EXEMPT FROM TAXATION PURSUANT TO SECTION 420.513, FLORIDA STATUTES ACCORDINGLY, NO DOCUMENTARY STAMP TAX OR INTANGIBLE TAXIS DUE'IN CONNECTION WITH THISMORTGAGE. Folio#s• MORTGAGE THIS MORTGAGE,hereinafter referred to as the"Mortgage"is made on or as of the 7th day of November , 2019, by and between OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company, hereinafter referred to as "Borrower," whose principal address is 7735 NW 146 Street, Suite 306,Miami Lakes,FL 33016, and THE CITY OF BOYNTON BEACH,a political subdivision of the State of Florida,whose principal address is 3301 Quantum Blvd,Suite 101,Boynton Beach,FL 33426 hereinafter referred to as"Lender". WITNESSETH: THAT to secure the payment of an indebtedness in the principal amount of Five Hundred Sixty- Seven Thousand Five Hundred and NO/100 Dollars($567,500.00), hereinafter referred to as the "Loan", which shall be payable in accordance with that certain Promissory Note and Loan Agreement,bearing even date herewith, inclusive of the signature of the Borrower, which is affixed hereto and made a part hereof, hereinafter referred to as the "Note", and all other indebtedness which Borrower is obligated to pay to Lender pursuant to the provisions of the Note and this Mortgage, Borrower hereby grants, conveys and mortgages to Lender all of its right,title and interest in: ALL THAT certain lot,piece or parcel of land situated in Palm Beach County and State of Florida,bounded and described in Exhibit"A" TOGETHER with all of Borrower's right, title and interest in the improvements now or hereafter erected on the property, and all easements,rights,appurtenances, rents,royalties,mineral,oil and gas rights and profits,water,water rights,and water stock,and all fixtures now or hereafter attached to the property,all of which,including replacements and additions hereto,shall be deemed to be and remain a part of the property covered by this Mortgage and all of the foregoing, together with said property are herein referred to as the "Property";and TOGETHER with any and all of Borrower's right,title and interest in awards now or hereafter made for the taking of the property mortgaged hereby,or any part thereof(including any easement)by the exercise of the power of eminent domain, including any award for change of grade of any street or other roadway, which awards are hereby assigned to Lender and are deemed a part of the property mortgaged hereby; and Lender is hereby authorized to collect and receive the same toward the payment of indebtedness secured by this Mortgage,notwithstanding the fact that the amount thereon may not then be due and payable; and 4839-3055-9657 v.8 TOGETHER with all rights, title and interest of Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal property, awards and other rights and interests being hereinafter collectively referred to as the"Mortgaged Property." TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto Lender, its successors and assigns forever for the purposes and uses herein set forth. AND Borrower further covenants and agrees with Lender,as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay the principal of the indebtedness evidenced by the Note,and all other charges and indebtedness provided therein and in this Mortgage,at the times and in the manner provided in the Note. Payment of principal shall be due in full on twentieth annual anniversary of the date hereof (hereinafter referred to as the"Loan Term")or prior to the expiration of the Loan Tenn if the Property is sold without the Lender's prior written consent. The Loan may be forgiven any time after the end of the Compliance Period (as defined in the Borrower's Amended and Restated Operating Agreement) in the sole and absolute discretion of the Lender. 2. FUNDS FOR TAXES,ASSESSMENTS AND LIENS. Borrower shall pay before the same become delinquent, as hereinafter provided, all taxes, assessments, and other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property,or any part thereof,and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. COMPLETION OF IMPROVEMENTS. This Mortgage and the attached Note were executed and delivered to secure moneys advanced in full to Borrower by Lender as or on account of a loan evidenced by the Note for the purpose of constructing on the Mortgaged Property one hundred twenty-three (123) rental apartments, hereinafter collectively referred to as the "Improvements." Borrower shall make or cause to be made all of the Improvements. 4. BUILDING REMOVAL, ADDITIONS AND COMPLIANCE WITH REQUIREMENTS. No building,structure,improvement,fixture or personal property mortgaged hereby shall be removed or demolished without the prior written consent of Lender except for obsolete or worn property replaced by adequate substitutes equal or greater in value than the replaced items when new and inventory and goods in the ordinary course of business. Borrower will not make,permit,or suffer any alteration of or addition to any building, structure or improvement which may hereafter be erected or installed upon the Mortgaged Property,or any part thereof,except the Improvements required to be made pursuant to Paragraph 3 hereof,nor will Borrower use,or permit or suffer the use of,any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of Lender.Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof,and will promptly comply with all the requirements of Federal, State and local governments or of any departments,divisions or bureaus thereof,pertaining to such property or any part thereof. 5. CHARGES AND LIENS. 4839-3055-9657 v.8 Borrower will not voluntarily create,or permit or suffer to be created or to exist,on or against the Mortgaged Property or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject,and will keep and maintain the same free from the claims of all parties supplying labor and/or materials which will enter into the construction or installation of the improvements.The Lender hereby acknowledges and agrees that the Mortgage will be subordinate tote first construction loan and first permanent mortgage to and any refinancing thereof, including increases in the first mortgage loan amounts(collectively,the" rior Mortgage"). All oft c provisions herein shall be subject to the terms of the for Mortgage. 6. NOTICE OF FIRE OR CASUALTY. Borrower will give immediate notice by registered or certified mail to Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such property, or any part thereof excepting a transfer otherwise permitted in the Borrower's Amended and Restated Operating Agreement. 7. COVERAGE OF INSURANCE POLICIES. a. Borrower will keep all buildings,other structures and improvements insured against loss by fire, flood (when applicable) and other hazards, casualties and contingencies in such amounts and manner and for such periods as may be reasonably required by Lender.Lender's insurance requirements may change from time to titne throughout the term of the indebtedness.All such insurance policies must include standard fire and extended coverage in amounts not less than necessary to comply with the coinsurance clause. Flood insurance IS NOT required for the subject property during the to of the mortgage to unless required by the Prior Mortgage. When required,flood insurance shall be in an amount at least equal to the outstanding principal balance of all mortgage(s), or the maximum amount of insurance available with respect to the project under the National Flood Insurance Act,whichever is lesser. All such insurance shall be carried by companies reasonably approved by Lender,and all policies shall be in such form and shall have attached thereto loss payable clauses in favor of Lender and any other parties as shall be reasonably satisfactory to Lender. All such policies and attachments thereto shall be delivered promptly to Lender,unless they are required to be delivered to the holder of a lien or a mortgage or similar instrument to which this Mortgage is expressly subject, in which latter event certificates thereof, satisfactory to Under, shall be delivered promptly to Lender. Borrower will pay promptly when due, as hereinafter provided, any and all premiums on such insurance.The Lender shall be listed as an additional insured on all such insurance policies. b° In the event of loss or damage to the Mortgaged Property, Borrower will give to Lender immediate notice thereof by mail, at the address herein above stated and Lender may make and file proof of loss if not made otherwise promptly by or on behalf of Borrower. Unless Borrower and Lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired,If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied tote sums secured by this Mortgage with the excess, if any, paid to Borrower, If the Property is abandoned by Borrower, for more than thirty (30) days unless due to events described in Paragraph 3,or if Borrower fails to respond to Lender within thirty(30)days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits,Lender is authorized to collect and apply the insurance proceeds at Urider's option either to restoration or repair of the Property or to the sums secured by this Mortgage. Usage of condemnation proceeds shall be subject to the same provisions of this Section 7(b). C. At least thirty (30) days prior to the expiration of each policy, the Borrower will 'famish the Lender with evidence satisfactory to the Lender of the payment of premium and the reissuance of a policy continuing insurance in force as required by this Mortgage. All policies, including policies for any amounts carried in excess of the required minimum and policies not specifically required by the Lender, 4839-3055-9657 v.8 will be in a form satisfactory to the Lender,and will be maintained in full force and effect.All policies will contain a provision that the policies will not be cancelled or materially amended (including any reduction in the scope or limits of coverage),without at least ten(10)days prior written notice to the Lender. If all or any part of the insurance will expire,or be withdrawn,or become void or unsafe,by reason of the Borrower's breach of any condition, or if for any reason whatsoever the insurance will be unsatisfactory tothe Lender, the Borrower will place new insurance on the premises, satisfactory to the Lender. Notwithstanding anything to the contrary herein, Borrower's compliance with the insurance requirements of the Prior Mortgage shall be deemed compliance with the terms oft `s Section 7. 8. TAXES. In order to protect more fully the security of this Mortgage,Borrower shall promptly submit to Lender upon request,or Lender's designated agent,the Palm Beach County Tax Invoice for the Mortgaged Property. Such invoice shall show either that no taxes are due or be accompanied by a receipt showing taxes have been paid in full. 9. LOCAL ORDINANCES. The Irnprovements and all plans and specifications shall comply with all applicable local ordinances,regulations and rules made or promulgated with lawful authority,including without limitation the Palm each County Construction Code and the Pah-n Beach County Property Maintenance Code. 10® PROTECTION OF LENDER'SSC Y. If Borrower fails to perform the covenants and agreements contained in this Mortgage or the Agreement, excluding any lien to which this Mortgage is expressly subject, or if any action or proceeding is commenced which materially affects Lender's interest in the Property, including, but not limited toeminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lenders option, upon notice to Borrower, may make such appearances,disburse such sums,and take such action as is necessary to protect Lender's interest,including, but not limited to, disbursement of reasonable attorney's fees. Any amounts disbursed by Lender pursuant to this Paragraph with interest thereon, shall become additional indebtedness of Borrower secured by this Mortgage, Unless Borrower and Lender agree to other to of payments, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall be interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Note unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph shall require Lender to incur any expense or take any action hereunder. 11. LENDER INSPECTIONS. Lender,or any of its Agents or Representatives,shall have the right to inspect the Mortgaged Property upon reasonable notice,which shall not be less than 3 business days.Should the Mortgaged Property, or any part thereof, require repair,care or attention,then, after written notice as provided herein(Paragraph 16)to Borrower,and Borrower's failure to so perform,Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the property as Lender may deem necessary. Any and all money that Lender must pay to accomplish the proper maintenance on the mortgaged property shall become due and payable under the provision of Paragraph 10. 12. EVENT OF DEFAULT. An Event of Default will be the occurrence of any one of the following events and expiration of the applicable cure period set forth in Paragraph 13 below, and upon that occurrence Lender may, at Lender's option,declare all sums secured by this Mortgage to be immediately due and payable, 4839-3055-9657 v.8 a. Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note,which shall have become due,prior to the due to of the next such installment; b. Nonperformance by Borrower of any covenant,agreement,term,or condition of this Mortgage,the Note,the Agreement,or of any other agreement made by Borrower with Lender in connection with such indebtedness,after Borrower has been given due notice in accordance with Paragraph 13 below by Lender to cure such nonperformance and thirty(30)days to cure; C. Failure of Borrower to perform any covenant, agreement,to or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage which continues beyond any applicable grace or cure period and for which a default has been declared; d. Lender's discovery of Borrower's failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, or the making herein, or in any of the agreements entered into by Borrower with Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by,on behalf of,or for the benefit of Borrower; . e. Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes,as required herein; f If the construction or installation of the Improvements shall not be carried out with reasonable diligence,or shall be discontinued at any time fora period of thirty(30)consecutive days for any reason other than strikes,lock-outs,acts of God, fires, floods or other similar catastrophes, such as riots,war or insurrection,or other events beyond the control of Borrower;or 9. IF BORROWE R DOES NOT REMAIN OWNER, OR ]IF ALL OR ANY PART OF THE PROPERTY OR AN INTEREST THEREIN IS RE,NTED,LEASED OR SOLD BY BORROWEIR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS AN AFFORDABLE HOUSING RENTAL DEVELOPMENT,WITHOUT LENDER'S PRIOR WRITTEN CONSENT. 3® OPTION OF MORTGAGEE UPON EVENT OIrDEFAULT. Upon the occurrence of An Event of Default,Lender,prior to acceleration, shall mail notice to Borrower and its Investor Member as is provided in Paragraph 16 hereof,specifying: a. The breach; b. The action required to cure such breach; C. A date not less than ten(10)days from the date the notice is mailed to Borrower by which such breach must be cured if the default is a monetary default,and a date not less than thirty(30)days from the to the notice is mailed to Borrower by which such breach must be cured if the default is a non- monetary default; and d. That failure to cure such breach on or before the to specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the property.The notice shall further inform Borrower of the right to assert in the foreclosure proceedings the non-existence of a default,or any other defense of Borrower to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to beimmediately due and payable without 4839-3055-9657 v.8 further demand and may foreclose this Mortgage by judicial proceedings. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including,but not limited to,reasonable attomey's fees and costs of documentary evidence,abstract,title reports and court costs. Notwithstanding anything herein to the contrary, Borrower's investor member shall have the right, but not the obligation,to cure a default hereunder within the same cure period as the Borrower. 14® APPOINTMENT OF RECEIVER. Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by a Court of Law as a matter of right and without regard to the value of the Mortgaged Property or the solvency of Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of and manage the Property, and will collect rents of the Property, including those past due. All rents collected by the receiver shall be applied first to payments of the costs of management of the Property and collection of rents, including, but not limited to, receiver's fees,premiums on receiver's bonds,and reasonable attorney's fees,and then to the sums secured by this Mortgage.The receiver shall be liable to account only for those rents actually received. 15. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy,The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of indebtedness secured by this Mortgage. I& NOTICE. Except for any notice required under applicable law to be given in another manner, (a)any notice to Borrower provided for inthis Mortgage shall be given by mailing such notice by certified mail addressed to Borrower at the property address or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested,to Lender's address below,or to such other address as Lender may designate by notice to Borrower as provided herein.Any notice provided for in this Mortgage shall be deemed to have been given to Borrower or Lender when given in the manner designated herein. LENDER: The City of Boynton Beach 3301 Quantum Blvd,Suite 101 Boynton each,FL 33426 WlTH A COPY TO: Lewis Longman Walker 515 North Flagler Drive, Suite 1500 West Palm Beach,FL 33401 Attn:Kenneth W. Dodge,Esq. BORROWER- Ocean Breeze East Apartments LLC 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 Attn: Lewis V. Swezy WITH A COPY TO: Nelson Mullins Broad and Cassel 390 N. Orange Avenue, Suite 1400 Orlando,Florida 32801 4839-3055-9657 v.8 Attn: Randal M.Alligood,Esq. INVESTOR: c/o Raymond James Tax Credit Funds,Inc. 880 Carillon Parkway St.Petersburg,Florida 33716 Facsimile No.: 727-567-8455 Attention: Steven J.Kropf,President Nixon Peabody LLP Exchange Place 53 State Street Boston,MA 02109 Attn:Nathan A.Bernard Facsimile No.: 617-345-1000 17. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property,it may be sold as one parcel. 18. BORROWER'S COPY. Borrower shall be furnished a conformed copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 19. LAWFULLY SEIZED. Borrower is lawfully seized of the Mortgaged Property and has good right, full power, and lawful authority to sell and convey the same in the manner above provided, and will warrant and defend the same to Lender forever against the lawful claims and demands of any and all parties whatsoever. 20. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successor in interest.Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower and Borrower's successors in interest. 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provisions hereof. 22. SUCCESSORS AND ASSIGNS. This Mortgage and all covenants, agreements, terms, and conditions herein contained shall be binding upon and inure to the benefit of Borrower, and,to the extent permitted by law, every subsequent owner of the Mortgaged Property and shall be binding upon and inure to the benefit of Lender and its assigns. The word"Lender" shall include any person, corporation, or other party who may from time to time be the holder of this Mortgage.Whenever used herein,the singular number shall include the plural,the plural number shall include the singular, and the use of any gender shall be applicable to all genders wherever the sense requires. 23. VENUE AND APPLICABLE LAW 4839-3055-9657 v.8 Each party covenants and agrees that any and all legal actions arising out of or connected with this Mortgage shall be instituted in the state courts located in and for Palm each County,Florida,as the exclusive forams and venues for any such action, subject to any right of either party to removal from state court to federal court, which is hereby reserved, and each party further covenants and agrees that it will not institute any action in any other forum or venue and hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or venue.This Mortgage is entered into within,and with reference to the internal laws of,the State of Florida,and shall be governed, construed and applied in accordance with the internal laws(excluding conflicts of law)of the State of Florida. 24. SURVIVABILITY AND SEVERABILITY a. Any term,condition,covenant or obligation which requires performance by either party subsequent to termination of this Mortgage shall remain enforceable against such party subsequent to such termination, b. In the event any section, sentence, clause or provision of this Mortgage is held to be invalid, illegal or unenforceable by a court having jurisdiction over the matter, the remainder of this Mortgage shall not be affected by such determination and shall remain in fall force and effect. 25. RELEASE Upon payment of all sums secured by this Mortgage and the Note, the Lender shall release this Mortgage and the Note.The Borrower shall pay all recordation costs. 26. NONRECOURSE The Borrower, its members and successors and assigns shall only be liable upon the indebtedness evidenced by the Agreement,and sums or amounts to accrue or to become payable thereunder or under this Mortgage or either of them, to the extent of the nonrecourse security granted under the Agreement or the Mortgage. If a default occurs, any judicial proceedings or enforcement of the remedies under the Agreement and this Mortgage against the Borrower,its members and successors and assigns shall be limited to the preservation, enforcement and foreclosure of the liens, estates, assignments, titles,rights and security interests now or at any time hereafter acquired in such security and no judgment, attachment, execution or other writ of process shall be sought,issued or levied upon the assets,property or funds of the Borrower, its members or successors and assigns other than the properties, rights, estates and interests of the Borrower as are identified as security in this Mortgage. In the event of a foreclosure or other disposition as provided for in this Mortgage of such liens, estates, assignments, titles, rights and security interests, whether by judicial proceedings or the exercise of the power of sale,nojudgment for the deficiency of such indebtedness, sums and amounts shall be sought or obtained against the Borrower and/or its successors and assigns. 27. MERGER AND MODIFICATIONS This Mortgage will not be modified or amended except by agreement in writing signed by both parties. This Mortgage embodies the entire agreement and understanding between the parties hereto and there are no other agreements and/or understandings, oral or written,with.respect to the subject matter hereof,that are not merged herein and superseded hereby. [Signatures on the following page] THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 4839-3055-9657 v.8 IN'WITNESS WHERE,OF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. OCEAN BREEZE EAST APARTME ` - LLC,a Florida limited liability compan ltrtess Sig,�ratru•e � _ f / V Vt €-V /"7 r By: Ocean Breeze r a,I°lorida Name print d or typed limited cor is I eager t v y: 4 i ss Si Iture I S` Manager Narne printed or typed STATE OF FLORIDA COUNTY OF l - The foregoing instrument was acknowledged before me this day of 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, the manager o ce4,n Breeze East Apartments LLC, a Florida limited liability company, who is per s®r ftp -1 -F o .e-oy4ho has produced as idcr�kiBcat on Witness nay hand and official seal the date afores i ,� Notary Public, State of Fl fida at Large Alarery Pubic S18te d F9otttta Richard R Grammig My Comms GG 321400 or M1 F�riras 0711512023 Notary: Print or Type Name My Commission Expires - 1 � 4839-3055-9657 v.5 MORTGAGE Ocean Breeze East Apartments Exhibit"A" Legal Description The land referred to herein below is situated in the County of Palm Beach, State of Florida, and described as follows: Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according to the plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South, Range 43 East, LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5, at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. End of Exhibit"A" 4839-3055-9657 v.8 PROMISSORY NOTE AND LOAN AGREEMENT Folio Number and Property Address: See Exhibit"A": Date: November 7, 2019 Amount.- $567,500.00 FOR VALUE RECEIVED,the undersigned,hereinafter referred to as"Boffower,"pro mises to pay to the order of THE CITY OF EO ON BEACH, a political subdivision of the State of Florida, hereinafter referred to as "Lender", or its successors, the sum Five Hundred Sixty-Seven Thousand Five Hundred and NO/100 Dollars($567,500.00)(the "Loan Sum")to the extent such amount has been disbursed by Lender to Borrower. LOAN AGREEMENT: Lender shall loan to Borrower on or after the date hereof,the Loan Sum in one or more draws upon written request of Borrower for the purpose of developing and constructing a 123 unit multifamily apartment complex to be owned,used and operated as low income housing under IRC Section 42 (the "Project"). Such request shall be accompanied by a draw request approved by the first mortgage construction lender showing the specific uses of the requested draw from the Lender for hard and soft costs of the Project and also showing disbursement of first mortgage to proceeds to the Borrower. Borrower shall not use the Loan Sum proceeds for any purpose other than the hard and soft costs associated with the Project. Subject to the foregoing,the funding will occur upon commencement or during construction,but no later than twelve(12)months after the date of closing. LOAN PAYMENT: Borrower shall promptly pay the principal of the indebtedness evidenced by this Note,and all other charges and indebtedness provided herein and in that certain Mortgage to be entered into on date even herewith and recorded in the Public Records of Palm each County,Florida(the"Mortgage"),at the times and in the manner provided in this Note and in the Mortgage. The interest to on the loan shall be zero percent(0%)interest. Payment of any principal shall be due in full on the twentieth annual anniversary of the to hereof (hereinafter referred to as the"Loan Term"). This Note may,be forgiven any time after the end of the Compliance Period (as defined in the Borrower's Amended and Restated Operating Agreement) in the sole and absolute discretion of the Lender. Loan payment hereunder is secured by the to of that certain Mortgage by and between Borrower and Lender dated of even date herewith(the"Mortgage"), DEFAULT & ACCELERATION: Lender all have the optional right to declare the amount of the total unpaid balance hereof to be due and forthwith payable in advance of the maturity to of any sum due or installment, as fixed herein, after notice has been given in accordance with the terms and conditions in the Mortgage securing this Note,upon the occurrence of any event or failure to perform in accordance with any of the terms and conditions in the Mortgage or this Note. Notwithstanding anything herein to the contrary, Borrower's investor member shall have the right, but not the obligation,to cure a default hereunder within the same cure period as Borrower. ESTOPPEL/WAIVER: Failure of Lender to declare a default shall not constitute a waiver of such default.Upon default,this Note will accrue interest at the highest to permissible under applicable law,or,if this Note be reduced to judgment, such judgment should be interest at the highest rate perinissible and applicable law. Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze 4824-5364-0361 v.8 PREPAYMENT: Borrower reserves the right to prepay at any time all or part of the principal amount of this Note without the payment of penalties or premiums. All payments of this Note,prior to default, shall be first applied to reduce the principal amount of this Note and second to the payment of interest,if any. COLLECTION COSTS: If suit is instituted by Lender to recover this Note,Borrower agree(s)to pay all reasonable out of pocket costs of such collection including reasonable attorney's fees and court costs. PARTIES:The words`Borrower"and"Lender"in this Note shall be construed to include the respective heirs,personal representatives, successors,and assigns of the Borrower and the Lender. CONSTRUCTION AND VENUE: Each party covenants and agrees that any and all legal actions arising out of or connected with this Note shall be instituted in the state courts located in and for Palm Beach County,Florida,as the exclusive forums and venues for any such action, subject to any right of either party to removal from state court to federal court,which is hereby reserved,and each party further covenants and agrees that it will not institute any action in any other forum or venue and hereby consents to immediate dismissal or transfer of any such action instituted in any other forum or venue. This Note is entered into within, and with reference to the internal laws of, the State of Florida, and shall be governed, construed and applied in accordance with the internal laws(excluding conflicts of law)of the State of Florida. NONRECOURSE: The nonrecourse terms of the Mortgage are incorporated herein by reference and shall survive regardless of whether the mortgage is satisfied or amended. THIS NOTE ARISES OUT OF OR IS GIVEN TO SECURE THE REPAYMENT OF A LOAN ISSUED IN CONNECTION WITH THE FINANCING OF AFFORDABLE HOUSING AND IS EXEMPT FROM DOCUMENTARY AND INTANGIBLE TAXES PURSUANT TO SECTION 420.513(l), FLORIDA STATUTES. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze Z 4824-5364-0361 v.8 IN WITNESS Vd1 EREOF, this Note has been duly executed by Borrower as of the day and year first written above. OCEAN BREEZE EAST APARTMENTS LLC,a Florida limited liability company fitness sigdature % - By: Ocean Breeze—M ager C; a Flor` a Name print or typed limited.,li i mot any, its g r u- By:. Wl' s Si titre wis .Swe2 lat er Name printed or typed STATE.OF FLORIDA COUNTY OF t evj The foregoing instrument was acknowledged before me this day of AIP 11 ,2019, by Levis V. Swezy,as manager of Ocearn Breeze Manager LLC,a Florida limited liability con airy,the manager of Ocean Breeze East Apartments LLC,a Florida limited liability eotnpa ; �.7l is.personally known[�me or who has produced as identification. Witness my hand and official seal the date aforesai L- =��- NoUq Pubs state or FWda Notary Pnblic,State of Flor` at Large RiChard P Gramrnig "�,, W Cc�r M44ian GG 321400 `a Expires OM5F2023 �`6-- EE! " - Notary;print or Type Name iuly COIWAssion l xpires - lT-1-73 Promissory Note and Loan Agreement(City of Boynton Beach)- Ocean Breeze -, 4524-5364-0361 v.S IN WITNESS WHEREOF,this Note has been duly executed by Lender as of the day and year first written above. THE CITY OF BOYNTON BEACH, a political subrithe St o a i ness Si at-u $yNae ted art e Naf Title: it ess Sig at e Nd�u e printed or typed J� z, STATE OF FLORIDA COUNTY OF jja The foregoing instrument was acknowledged before me this day of NOr , 19,by as of who is 1 personally known to me or `rho has produced as identification----- Witness dentificationWitness my hand and official seal the date aforesaid, Not a lic, of Florida at Large + i 1 Y\,! Notary: Print or Type Name My Commission Expires SO$ Bonnie Nicldien NOTARY PUBLIC STATE OF FLORIDA Comm#GG108394 Expires 5/25/2021 Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze q 4824-5364-0361 v.8 PROMISSORY NOTE AND LOAN AGREEMENT Ocean Breeze East Apartments Exhibit"A" Le=gal Description The land referred to herein below is situated in the County of Palm Beach,State of Florida, and described as follows: Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according to the plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County, Florida. AND The South 112 of the East 112 of Lot 2 of Subdivision of the West 1/2 of the Southeast 114 of Section 21, Township 45 South, Range 43 East, LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5,at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. End of Exhibit"A" Promissory Note and Loan Agreement(City of Boynton Beach)—Ocean Breeze 5 4824-5364-0361 v.8 EXHIBIT B First Amendment to Purchase and Development Agreement—Ocean Breeze East GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (this "Guaranty") is made effective as of the 7th day of November 2019, notwithstanding the date of execution, by Lewis V. Swezy, an individual resident of the State of Florida (the "Guarantor"), in favor of BOYNTON EACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part 111, of the Florida Statutes, whose principal address is 3301 Quantum Blvd, Suite 101, Boynton Beach, FL 33426 (the 44CRA"). RECITALS: WHEREAS, Ocean Breeze East Apartments LLC, a Florida limited liability company (the "Company")and the CRA entered into that certain Purchase and Development Agreement dated effective as of December 15,2017(the"PDA"); WI]E AS,the Company has requested an amendment to the PDA; WHEREAS, the CRA requires,as a condition to making the amendment,that Guarantor execute and deliver this Guaranty for the benefit of the CRA. NOW, 'THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the CRA to make the amendment to the PDA, Guarantor hereby represents,warrants and covenants to the CRA as follows: 1. Obligations Guaranteed. Guarantor unconditionally guarantees to the CRA, (a) the final completion of the improvements by the Company (the "Project'-) on the land described on Exhibit A attached hereto, free and clear of all liens (other than liens described in that certain First American Title Company Title Insurance Commitment No. 2037-4488741 dated October 2, 2019), substantially in accordance with the description of such improvements set forth on Exhibit B attached hereto ("Final Completion"); (b) the Company's obligation to pay all sewer and water rents, impact fees, permitting fees, any other fees levied by any governmental authority having jurisdiction over the Project in connection with the development or construction of the Project, real estate taxes and assessments and payments in lieu of the foregoing, assessed or levied against the Project during the period of construction until Final Completion; and (c) payment in full of any and all reasonable expenses that may be paid or incurred by the CRA in the collection of all or any portion of Guarantor's obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers,privileges, remedies and interests of the CRA hereunder, including, without limitation, reasonable attorneys' and paralegals' fees, irrespective of the manner or success of any such collection, exercise or enforcement, at trial, on appeal, in any bankruptcy proceedings or whether suit be brought or not, and whether or not such expenses constitute part of the Company's obligations. 2. Unconditional GuarantyThis Guaranty is an absolute, unconditional, primary, present and continuing guaranty of payment and performance and not of collection and is in no way conditioned or contingent upon. any attempt to enforce the CRA's rights against the Company or any other guarantor or to collect from the Company or any other Guarantor or upon any other condition or contingency. Guarantor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) which such Guarantor may have against the Company arising from a payment made by such Guarantor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of such Guarantor or any right of such Guarantor to proceed against the Company for reimbursement, unless and until the Guaranteed Obligations are indefeasibly paid in full in cash, 4827-4125-3289 v.6 3. Liabili!y Unimpaired. To the fullest extent permitted by law, Guarantor's liability hereunder shall in no way be limited or impaired by any act or inaction of the CRA or the City of Boynton each (the"City") in connection with that certain Promissory Note and Loan Agreement by the Company to the order of the City, dated of even date herewith (the "Loan Agreement") or that certain Mortgage by and between the Company and the City dated of even date herewith(the"Mortgage"). 4. Reinstatement. This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by the CRA (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, Guarantor or any other Person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, ortrustee or similar officer for, the Company, Guarantor or any other Person or for a substantial part of the Company's, Guarantor's or any of such other Person's property, as the case may be, or otherwise, all as though such payment had not been made. Guarantor her agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of the CRA in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor pursuant to Paragraph 1 above. 5. Litigation, Compliance with Judgments. Guarantor represents and warrants that there are no actions, suits or proceedings pending or threatened against or affecting such Guarantor, at law, in equity or before or by any governmental authorities which would have a material effect on such Guarantor's ability to perform its obligations hereunder. To the best of Guarantor's knowledge, Guarantor is not in default with respect to any order, writ, injunction, decree or demand of any court or governmental authorities. 6. Authorization and Enforceability, No Conflicts. Guarantor represents and warrants that it has the fall power and authority to enter into and perform its obligations under this Guaranty and this Guaranty is a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms, The execution, delivery and performance of this Guaranty has been authorized by all proper and necessary actions of Guarantor. Guarantor represents and warrants that the consummation. of the transactions contemplated hereby and the performance of this Guaranty have not resulted and will not result in any breach of, or constitute a default under, any mortgage, deed oft st, lease, bank loan or credit agreement, corporate charter, by-laws, partnership agreement, trust agreement or other instrument to which such Guarantor is a party or by which such Guarantor may be bound or affected. 7. Compliance with Laws. Guarantor represents and warrants that Guarantor is in compliance with, and the transactions contemplated by this Guaranty do not and will not violate any provision of, or require any filing, registration, consent or approval under, any federal, state or local law, rule, regulation, ordinance, order, writ,judgment, injunction, decree, determination or award(hereinafter, "Laws") presently in effect having applicability to such Guarantor. Guarantor will comply promptly with all Laws now or hereafter in effect having applicability to Guarantor. 8. Accuracy of Information, Full Disclosure. Guarantor represents and warrants that neither this Guaranty nor any documents, financial statements,reports,notices, schedules, certificates, statements or other writings furnished by or on behalf of Guarantor to the CRA in connection with the negotiation of the amendment to the PDA or the consummation of the transactions contemplated thereby, or required herein to be furnished by or on behalf of Guarantor, contains any untrue or misleading statement of a material fact as of the date thereof; to Guarantor's knowledge, there is no fact which Guarantor has not 4827-4125-3289 v.6 disclosed to the CRA in writing which materially affects adversely any of the Project or the business affairs or financial condition of Guarantor,or the ability of Guarantor to perform this Guaranty, 9. Mechanics' Liens. If the Company and/or Guarantor shall have completed or caused the completion of the construction of the Project, so as to achieve Final Completion, then upon the expiration of any time period beyond the date in which the Company or Guarantor has achieved Final Completion, within which mechanics, materialinen or other Persons (collectively, "Mechanics') are entitled to file liens against the Project for development,construction, materials or related work claims(such completion and the expiration of such time period, is herein referred to as the "Completion of the Project'), Guarantor shall be released of any further obligations under this Guaranty; pmy&d,however, if the CRA shall have received after Completion of the Project, duly executed lien waivers from all Mechanics entitled.to file liens against the Project evidencing the payment in full for all of their work relating to the Project, this Guaranty shall terminate upon receipt of such lien waivers. The CRA agrees that upon the CRA's receipt of evidence satisfactory to the CRA of the Completion of the Project, and, provided, that no undischarged liens which have not been bonded over shall have been filed against the Project by Mechanics, CRA shall deliver a written confirmation that this Guaranty is limited only to a guaranty against the filing of subsequent liens against the Project by Mechanics with respect to which such duly executed lien waivers have not been received by the CRA. Thereafter, this Guaranty shall continue as a guaranty against claims and liens by Mechanics that have not been waived until Mechanics are no longer legally entitled to file any such claims or liens against the Project, whereupon the CRA, upon receipt of written request from Guarantor, shall deliver to Guarantor the CRA's final written confirmation of termination of this Guaranty in full, provided that no undischarged Mechanics' liens have been filed against the Project. 10. Non-Waiver Remedies Cumulative. No failure or delay on the CRA's part in exercising any right,power or privilege under this Guaranty shall operate as a waiver of any such privilege,power or right or shall be deemed to constitute the CRA's acquiescence in any default by Guarantor. A waiver by the CRA of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the CRA otherwise would have on any future occasion. The rights and remedies provided herein are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. 11. Severability. Any provision of this Guaranty, or the application thereof to any Person or circumstance,which, for any reason, in whole or in part, is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty(or the remaining portions of such provision)or the application thereof to any other Person or circumstance, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision (or portion thereof) orthe application thereof to any Person or circumstance in any other jurisdiction. 12. Entire Avreement, Amendments. This Guaranty contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter, and none of the terms and provisions hereof may be waived, amended or terminated except by a written instrument signed by the Person against who enforcement of the waiver,amendment or termination is sought. 13. Successors and Assigns. This Guaranty shall be binding upon and shall inure to the benefit of the CRA and Guarantor and their respective heirs, personal representatives, successors and assigns. This Guaranty may be assigned by the CRA with respect to all or any portion of the obligations guaranteed hereby, and when so assigned Guarantor shall be liable under this Guaranty to the assignee(s) of the portion(s) of the obligations guaranteed hereby so assigned without in any mariner affecting the 4827-4125-3289 v.6 liability of Guarantor hereunder to the CRA with respect to any portion of the obligations guaranteed hereby retained by the CRA. 14. WAIVER OF TRIAL BY JURY. GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, THE CRA, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE GUARANTY, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND THE CRA, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. GUARANTOR AND THE CRA ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. 15. ADDITIONAL WAIVERS IN THE EVENT OF ENFORCEMENT, GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF THE CRA ON THIS GUARANTY,ANY AND EVERY RIGHT GUARANTOR MAY HAVE TO (I)INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT GUARANTOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE CRA WITH RESPECT TO ANY ASSERTED CLAIM. 16. Governing Law; Submission To Jurisdiction. This Guaranty and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with,the laws of the State of Florida(without giving effect to Florida's principles of conflicts of law). Guarantor hereby irrevocably submits to the exclusive jurisdiction of the state courts located in and for Palm Beach County over any suit, action or proceeding arising out of or relating to this Guaranty, and Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law,all service of process in any such suit, action or proceeding in any Florida State or Federal court sitting in the County of Palm Beach may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address indicated below, and service so made shall be complete ten(10)days after the same shall have been so mailed. 17. Paragraph Headings. Any paragraph headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction hereof. 18. Notices.Notices shall be given with respect to Guarantor at the address set forth below: GUARANTOR: Lewis V. Swezy c/o Centennial Management Co. 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 WITH A COPY TO: Nelson Mullins Broad and Cassel 390 N. Orange Avenue, Suite 1400 Orlando,Florida 32801 Attn: Randal M.Alligood,Esq. 48274125-3289 v.6 19. Countei j)arts. This Guaranty may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. [EXECUTION PAGE FOLLOWS] 48274125-3289 v.6 [SIGiVATURE I'AGE TO GUAR,,,hV7T OF MVPLEMN] _ IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly exec ited andQ:pl vered by its duty authorized official as of the 7th day of November 2019. GUARANTOR: L IS V. Y 4827-4125-3289 v.6 EXHIBIT A Legal Description The land referred to herein below is situated in the County of Palm Beach, State of Florida,and described as follows: Lots 3 through 12 inclusive,in Block 1,AND Lots I and 2, in Block 1,LESS all that portion of Lots I and 2 lying West of the East right-of-way line for Seacreit Boulevard as shown on Road Plat Book 5,at Page 182 AND LESS a 20 foot return curve area for road right-of-way,PALM BEACH COUNTRY CLUB ESTATES,according to the plat thereof,as recorded in Plat Book 11,at Page 43,of the Public Records of Palm Beach County,Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21, Township 45 South,Range 43 East,LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton Beach by Official Records Book 852,Page 642, and LESS the right-of-way for Seacrest Boulevard,as shown on Road Plat Book.5,at Page 182, according to the plat thereof, as recorded in Plat Book 1, at Page 4,Public Records of Palm each County,Florida. 4827-4125-3289 v.6 EXHMIT B Description of Improve m nts I. If requested or required by the CRA, the Project will be designed to be a gated community to enhance the value of the Property. A decorative fence may be installed around the buildings comprising the Project to create an enclosed space. If requested or required by the CRA, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry. Gates shall not be required if space required for gates (including stacking and turn- around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. 1 The Project will have a minimum of a 6'sidewalk constructed around the entirety of the Project. 3, The Project will include street lights installed along the entire perimeter of the Project that are complimentary to those existing along the east side of N. Seacrest Boulevard adjacent to the Property. 4. The Project will include on-street parking spaces,where feasible, 5. The Project will include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations which will be installed along the entire perimeter of the Project, 6, The Project will include enhanced resident amenities within the proposed project boundaries. 7. The Project will include plaza style open space that exceeds the requirement of the City's Land Development Regulations with landscape, hardscape and accent lighting features preferably located on N. Seacrest Boulevard or at the comer of N. Seacrest Boulevard and NE 7th Avenue. 8. The Project will include construction of a three (3) story, 100-123 unit affordable multi-family rental housing development, with flex space for a new Neighborhood Officer Program office and community space,which shall be provided to the CRA for said use rent free and be constructed in accordance with the site plan. 48274125-3289 v.6 EXHIBIT C First Amendment to Purchase and Development AgTeernent—Ocean Breeze East This instrument prepared by and return to: Randal M. Alligood,Esq. Nelson Mullins Broad and Cassel 390 North Orange Avenue, Suite 1400 Orlando,Florida 32801 TERMINATION OF REVERTER AGREEMENT THIS TERMINATION OF REVERTER AGREEMENT (this "Termination") is executed this 7th day of November 9 2019 by OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company ("Ocean Breeze"), whose address is 7735 NW 146h Street, Suite 306, Miami Lakes, Florida 33016 and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes("Seller"). WITNESSETH: WHEREAS, Seller entered into that Reverter Agreement with Ocean Breeze as of December 15, 2017 (the "Reverter") with regard to the real property described in the attached Exhibit A(the "fLqpertl"); WHEREAS, Ocean Breeze and Seller desire to terminate the Reverter; NOW,THEREFORE, for and in consideration of the premises hereof and of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. The foregoing recitals are true and correct and are incorporated herein by this reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in the Reverter. 2. The Reverter is terminated in its entirety and shall be of no further force or effect whatsoever, and Seller has no further rights of reversion or to a repurchase of the Property under the Reverter or under any other agreement. 3. The Reverter is the"Reverter Agreement"referred to in that certain Warranty Deed dated January 31,2018, from Seller to Ocean Breeze as recorded in Of Records Book 29685, Page 749 oft e Public Records of Palm each County,Florida, and for clarity, any reverter rights under such Warranty Deed are also terminated. 4. This Agreement may be recorded. 1 of 3 4847-6277-5977 v.5 CONSENTED TO BY: Witness: a OCEAN BREEZE EAST APARTMENTS LLC, a Print Nar e: /+:,[L,c 7/' Florida limited liability company �� w By: Ocean Breeze Mana er CFlorida Witness: 4limited liability c a t r Print Na . ' By: Lev' e , iv nage:. STATE OF FLORA COUNTY OF t t 1 -4 The foregoing instrument was acknowledged before nue this day of �7 , 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, as manager of Ocean Breeze Fast Apartments LLC, a Florida limited liability company, who has produced as iclentiBcator anis peal rel to...rne Notary Public Notary Public State of FkMida Richard P Gramm g Print Narne: �4 e - � w My Comm"ion GG 321400 rib 07115/2023 My Commission Expires: 1 ' 3 of 4 Witness: BOYNTON BEACHCOMMUNITY Print Name: �,:., REllE�' ' PM T A CY ... r X'/ By: Witness: N e: Print Name: Title: STATE OF FLORIDA COUNTY OF "� The foregoing instrument was acknowledged before me this CDday of , 2019, by fb• C- , as CA IN- ` W tAftZof Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Chapter 163, art III, of a Statutes, who has produced as identification or is ersonally no n to e. y Bonnie Nickiien 1 Mary P lic NOTARY PUBLIC STATE OF FLORIDA Print Name: 000tjt�; 1 c GG1o839a Expires 5/25/2021 My Commission Expires: 2 3 of 4 EXHIBIT A Legal Descriptio The land referred to herein below is situated in the County of Palm Beach, State of Florida, and described as follows, Lots 3 through 12 inclusive, in Block 1, AND Lots 1 and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way, PALM BEACH COUNTRY CLUB ESTATES, according tote plat thereof, as recorded in Plat Book 11, at Page 43, of the Public Records of Palm each County, Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South, Range 43 East, LESS the out 125 feet thereof-, LESS the parcels conveyed to the City of Boynton each by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, asshown on Road Plat Book 5, at Page 182, according tote plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County, Florida. 4 of 4 EXHIBIT D The land referred to herein below is situated in the County of Palm each, State of Florida,and described as follows: Lots 3 through 12 inclusive, in Block 1,AND Lots I and 2, in Block 1, LESS all that portion of Lots 1 and 2 lying West of the East right-of-way line for Seacrest Boulevard as shown on Road Plat Book 5, at Page 182 AND LESS a 20 foot return curve area for road right-of-way,PALM BEACH COUNTRY CLUB ESTATES,according to the plat thereof, as recorded in Plat Book 11,at Page 43, of the Public Records of Palm Beach County,Florida. AND The South 1/2 of the East 1/2 of Lot 2 of Subdivision of the West 1/2 of the Southeast 1/4 of Section 21,Township 45 South,Range 43 East,LESS the South 125 feet thereof; LESS the parcels conveyed to the City of Boynton each by Official Records Book 852, Page 642, and LESS the right-of-way for Seacrest Boulevard, as shown on Road Plat Book 5, at Page 182, according to the plat thereof,as recorded in Plat Book 1,at Page 4, Public Records of Palm Beach County,Florida. First Amendment to Purchase and Development Agreement—Ocean Breeze East Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 very little public participation especially with CRA's because no one knows what is going on. He is pretty experienced but he has difficulty understanding and thought it makes no sense. Then the Board makes a statement and a lot of the units will be for people who work in the complex. Someone gets a job and three weeks later they quit. He did not think it is a give back. He does not hear anything from this project It will be a lot of traffic, pollution, density and crime, and be just another billionaire project that comes into town and clutters up a highway trying to make Boynton Beach like Delray Beach. Every time you come in, everyone is from Miami or Delray. No one else coming forward, Public Comment was closed. Vote The motion passed unanimously. Board Member Katz wanted to amend the agenda to allow Marina representatives to speak sooner. He requested to add Old Business Item F subsequent to these items or after public comment and that item that was after public comment. Chair Grant had no objections and requested including 16 G after 16 E and F. Motion Board Member Romelus so moved. Vice Chair Hay seconded the motion. The motion passed unanimously. 16 E. Consideration of a Second Amendment to the Purchase and Development Agreement to delete the Flex Space for a New Neighborhood Officer Program Office in the Ocean Breeze East Project (Heard out of Order) Ms. Shutt explained on October 12th, the Board directed staff to work with Centennial on the Ocean Breeze East apartments on the cost of the improvements for the flex space. The estimate was $165,718, which was not budgeted because they thought it would be where the NOP would be. Staff feels unless there is a tenant that is there, they not proceed with construction, maybe set aside funding for this and work with Centennial on marketing to find someone for the space. The CRA can only pay for improvements like they would with the grants, but they itemized project costs, attributed to this, one of which is a design fee. She commented $15K can be allocated. It's a smaller space so there is not a lot of information technology work needed. If they allocate $50K for the tenant build out this year. She hoped some funds could be allocated or next year. She thought out of the $60K in funds, they could reduce it to $100K. Ms. Shutt suggested allocating $65K in this year's budget and make a budget amendment to 21/22 fiscal year. Motion 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 9, 2021 Vice Chair Hay moved to approve. Board Member Katz seconded the motion. Centennial was agreeable to the item. Ms. Shutt explained they have to amend the Development Agreement. Attorney Duhy explained there is a draft amendment included so the motion should be to approve the amendment to the Ocean Breeze East TERFA. Vice Chair Hay amended his motion. Board Member Katz amended his second. Ernest Mignoli, 710 NW 7th Street, stated he made public comments and the Board passed something unanimously and the Board is now talking about something else and getting ready to vote, likely unanimously. He asked how is it possible for anyone in the public to remotely understand what is occurring. He cannot figure out what they are doing except they all get along very well. Mr. Mignoli thought it was called conflict. Board Member Katz thought it was cooperation. Mr. Mignoli asked Board Member Katz to take his mask off and noted everyone on the CRA Advisory Board was hugging, kissing, and did not wear masks. He thinks they shroud the item in an untenable meeting. He would love to debate Board Member Katz and he thought the Board was badly conflicted and Boynton Beach is developing in a very conflicted way. He commented the only good thing is the Mayor is termed out and was going to Broward or Date to run for Senator and the residents were stuck with the rest of the Board Board Member Katz and Board Member Romelus were also termed out, which he thought was good. No one else coming forward, Public Comment was closed. Vote The motion passed unanimously 16 F. Review of Marina Parking Management - Rules and Regulations (Heard out of Order) Theresa Utterback, Development Service Manager explained staff has been monitoring the Marina Parking and is going well. The last round staff was asked to monitor load and extend the morning loading and unloading to 30 minutes and in afternoon to 15 minutes. It has worked out well. The backup shows who did not conform and the Board can impose a fine to anyone staying more than the 15 minutes. The afternoon has been more problematic. Chair Grant noted Splashdown is a bigger boat. They have more diverse and they have to treat all tenants equally. Chair Grant suggested not charging the same fees as with the Beach or Harvey Oyer Boat Ramp Park He thought maybe 25 cents a minute was a good place to start. The next Board could determine if it the fine needs to be higher or lower. Vice Chair Hay agreed, but thought they should feel it. There are only two lanes and when someone it taking more time, they are holding up someone else. He did not want to go that low. He thought $1 a minute. Other docks charge more than that. 5 SECOND AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND DEVELOP MENTAGREEMENT (the "Second Amendment") made as of December , 2021, by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163,Part III, of the Florida Statutes (the "Seller"), and OCEAN BREEZE EAST APARTMENTS, LLC, a Florida limited liability company (the "Purchaser"). Hereinafter the "Purchaser" and the "Seller", shall be collectively referred to as "the "Parties." WHEREAS, the Parties entered into that certain Purchase and Development Agreement dated effective as of December 15, 2017 ("PDA"); WHEREAS, pursuant to the PDA, the Parties closed on the purchase and sale of the Property and recorded that certain Warranty Deed on March 2, 2018; and WHEREAS, on November 5, 2019, the Parties executed the First Amended PDA; and WHEREAS, the Parties desire to further amend certain terms and conditions of the PDA as more particularly described below. NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows: 1. Incorporation. The above recitals are hereby incorporated herein as if fully set forth. 2. Amendment. Section 19.2(h) of the PDA is hereby stricken and replaced with the following: (h) The Project will include construction of a three(3)story, 100-123 unit affordable multi- family rental housing development,with flex space for use as community space,which shall be provided to the Seller for said use rent free, and be constructed in accordance with the site plan. 1. Purchaser shall utilize Ocean Breeze East general contractor and design professionals (architect and sub-consultants mechanical/electrical/plumbing consultants, etc.) to prepare design drawings to meet all applicable codes in order to obtain a building permit for the flex space buildout. 2. Seller shall have the right to approve all design aspects of the flex space buildout. 3. The flex space buildout shall at a minimum consist of finished walls, ceilings, floors, electrical/mechanical/plumbing/fire protection systems, plumbing fixtures, interior and exterior lighting fixtures, interior doors, low voltage, and,phone and data equipment. 4. The flex space buildout shall include restroom(s) and a storage area. 01352621-2 5. The total cost of the flex office space, including labor and materials, shall not exceed One Hundred Thousand Dollars ($100,000), including design fees. 6. Seller shall reimburse Purchaser for the flex space buildout. Purchaser shall submit an itemized statement of Purchaser's expenses associated with the flex space buildout upon completion. Seller will reimburse Purchaser within 30 days after receipt of a complete reimbursement request. 7. In the event that the CRA sunsets, the City of Boynton Beach shall be permitted to utilize flex space under the same terms and conditions as the Seller. 3. General. Except as expressly set forth in this Second Amendment, the PDA is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the Parties. This Second Amendment may be executed in a number of counterparts, one and all of which shall constitute the agreement of the Parties, and each of which shall be deemed an original. To the extent of any conflict between the PDA and this Second Amendment, this Second Amendment shall control. [Remainder of this page intentionally left blank] 01352621-2 WITNESSES OCEAN BREEZE EAST APARTMENTS By: Print Name: Print Name: Title: Date: Print Name: WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Print Name: Title: Date: Print Name: 01352621-2 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 OLD BUSINESS AGENDAITEM: 16.C. SUBJECT: Approval of a Development Agreement between the CRA and Centennial Management Corporation for the Commercial Component of the MLK Jr. Boulevard Corridor Mixed Use Housing Project SUMMARY: The CRA entered into a Purchase and Development Agreement in September 2019, with Centennial Management Corp (CMC) for certain properties on Martin Luther King Jr. Boulevard (see Attachment 1). The mixed use development consists of 124 affordable multifamily units funded by the Florida Community Loan Fund (FCLF) 9% Low Income Housing Tax Credit Program (LIHTC) and a vertically integrated mixed use building located north of the MLK Jr. Boulevard. Under Section 20 of the Purchase and Development Agreement, the Seller and Purchaser may enter into a separate agreement establishing terms and conditions under which Seller may provide additional funding to Purchaser for costs associated with construction, operation and maintenance of the Commercial Component of the Project. $2,025,815 has been allocated for the commercial shell space in the CRA's FY 2021-2022 Budget. CRA staff and CMC has jointly developed the terms and conditions of the MLK Jr. Boulevard Mixed Use Project Commercial Component Development Agreement for the CRA Board's consideration (see Attachment 11). The CRA's funds will be available as a reimbursement for the construction costs and will cover the build out of the rent-free NOP Office space that was relocated from the Ocean Breeze East Apartments. The draft Agreement has been forwarded to CMC for review and is also attached for the Board's review and direction (see attachment III). CMC has indicated that construction drawings have been submitted for building permit review with the City of Boynton Beach and permit issuance is anticipated in the near future (see Attachments IV and V). Approval of this Agreement will close a portion of the the funding gap for the project and allow reactivation of the MLK Jr. Boulevard corridor and to provide opportunities for neighborhood commercial uses to serve the new and existing HOB residents. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial component); TI RFA $1,630,280 and $433,008.45 Second Development Agreement for the Residential Component CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the terms for the MLK Jr. Boulevard Mixed Use Project Commercial Component Development and direct staff and legal counsel to finalize the MLK Jr. Boulevard Mixed Use Project Commercial Component Development Agreement with Centennial Management Corp. (CMC) and bring back the final Agreement for Board approval at the January 2022 CRA Meeting. 2. Do not approve the terms for the MLK Jr. Boulevard Mixed Use Project Commercial Component Development. 3. Alternative direction based on further Board discussion. ATTACHMENTS: Description D Attachment I - Executed M LK Jr. Boulevard Corridor Redevelopment Project Purchase and Development Agreement D Attachment II - M LK Jr. Boulevard M ixed Use Commercial Component Agreement Term Sheet D Attachment III - Draft M LK Jr. Boulevard M ixed Use Commercial Component Development Agreement D Attachment IV -Site Plan North Side D Attachment V - Floor Plan and Building Elevations Permit Plans PURCHASE AND DEVELOPMENT AGREEMENT This Purchase anevelooment Agreement (hereinafter "Agreement") is made and entered into as oft a Effective Date (hereinafter defined), vy and between BOYNTON BEACH COMMUNITY REDEVELOPMETAS , a public agency created pursuant to Chapter 163, Part III, of the'Florida Statutes (hereinafter "SELLER" or " ") and Wells Landing Apartments,LLC or its affiliated assignee (hereinafter"PURCHASER," and together with the SELLER,the "Parties"). In consideration of TEN AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of is is hereby acknowledged,the Parties hereto agree as follows- 1. PURCHASE AND SALE Z PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A," attached hereto(hereinafterthe"Property")'.The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effected in order to reduce slum and blight and to enable the construction of a mixed use adordable multi-family rental community as set forth in Section 18.2 (the"Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be TEN AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSIT. An Initial Deposit in thea of FIVE THOUSAND AND 00/100 ($5,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The sit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. m.4. EFFECTIVE DATE.The date of this Agreement(the"Effective Date")shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING DATE. PURCHASER shall make every reasonable effort to close on or before October 15, 2019, at such location to which the parties may mutually agree in writing. In the event the closing is delayed for any reason,PURCHASER may request,and SELLER may grant, in SELLER's sole and absolute discretion, up to three(3),thirty(30) day extensions of the Closing Date. The Parties understand and agree that this Agreement shall automatically terminate should closing not occur by October 31, 2019. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER by 01878659-2 1 of 31 Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively,the "Permitted Exceptions"): a) General real estate taxes and special assessments for the year of 'Closing and subsequent years not yet due and payable; b) Covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (as hereinafter defined), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 7. INVESTIGATION OF THE PROPERTY. For a period of thirty(30)days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of thea rri vernmental authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase 11 environmental investigations, is PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion,to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, repair and restore any damage caused to the Property by PURCHASER'S testing and investigation;and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and holdE'SLLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including,without limitation, any construction liens resulting therefrom)or for damage to persons or property(subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive closing or the termination or expiration of this Agreement. 7.1 SELLS 's Documents. SELLER shall deliver to -PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this 2 of 31 Agreement:any existing title policies, appraisals,copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits,authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regardingthe Property or SELLER with respect to the Property. 7.2 Title Review. Within twenty (20) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the fair market value of the Property subject only to the Permitted Exceptions,together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections,then SELLER shall have thirty(30)days to undertake all reasonable activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed,the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of: (1) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, (ii) accepting the Title to the Property as of the time of Closing; or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing.All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment,subject to the provisions of this Section. 7.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey(the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on ®1178659.2 3of31 i setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement,or applicable governmental regulations,the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2 Pending Proceedings. At Closing, there shall be no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property,which have not been disclosed, prior to closing,and accepted by PURCHASER. 8.3 Compliance with Laws and_Regulations. The Property shall be in compliance with all applicable federal,state and local laws,ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9. CLOSING DOCUMENTS.The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver,or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens,encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 9.2 SELLER's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER.SELLER shall also furnish to PURCHASER a non-foreign person affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 9.3 Closing;Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall 01175659-2 4of31 — also execute and deliver at Closing. 9.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or are reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. I 10. PRORATI CLOSING COSTS AND CLOSING PROCEDURES, I I 10.1 Prorations.Taxes fort a Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's ills e. If current year's assessment is not available,then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of a tax bill which discloses an actual difference in thea of of the taxes estimated at Closing that exceeds$1,000.00. 10.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. PURCHASER shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 10.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (a)) disburse the sale proceeds to SELLER; (b) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and, promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 11.1 Authority. The execution and delivery of this Agreement by SELLER 011786S9-2 5 of 31 and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property,free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions. 11.3 LitigaKion. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 11.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 11.5 Acts Affecting P[qpgrty. From and after the Effective Date, SELLER will refrain from (a)performing any grading,excavation,construction,or making any other change orimprovement upon ora out the Property; (b)creating or incurring,or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property otherthan the Permitted Exceptions(including the mortgages,liens,pledges.,and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 12. DEFAULT PRIOR TO CLOSING. 12.1 PURCHASER'S Default Prior to ClgLn&. In the event that this transaction falls to close due to a wrongful refusal to close or default on the part of PURCHASER,SELLER shall be entitled to terminate this Agreement and retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 12.2 SELLER'S Default Prior to Closing. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to closing, PURCHASER may, at its option declare SELLER in default under this Agreement in is event PURCHASER'shall be entitled to the return of its Deposit and this Agreement shall terminate and neither Paity shall have any further rights or obligations hereunder. 12.3 Notice of Default Prior jq Closing. Prior to declaring a default prior 0117909.2 4 6 of 31 to closing and exercising the remedies described inthis Section,the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) as from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4 Survival. The provisions of this Section 12 shall survive the termination oft is Agreement. 13. NOTICES.All notices required inthis Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to SELLER: Boynton each Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton each, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman &Walker, P.A. 515 North Fla ler Drive,Suite 1500 West Palm each,Florida 33401 If to PURCHASER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 With a copy to: James Hurchalla, Esq. 1700 E Las Olas Boulevard,Suite 206 Fort Lauderdale, FIL 33301 14. BINDING OB,LIGA ION mn,MENT. The terms and conditions of this Agreement are hereby made binding on, ands all inure to the benefit of, the successors and permitted assigns of the Parties hereto. Upon written notice to SELLER,this Agreement may be freely assigned by PURCHASER to a wholly owned affiliate of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unaffiliated party shall be subject to the written approval of SELLER. 15. RISK OF LOSS. In the event the condition of the Property,or any part thereof, 01273659-2 ;4 7 of 31 is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect,as its sole option,to terminate this Agreement and receive a refund of the Deposit and the Parties shall have no furthero li ations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any governmental authority which shall relate tote proposed taking of any portion oft a Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing,SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen(15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER'S receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder, 16. BROKER FEES. The Parties hereby confirm that neither of the has dealt with any broker in'connection with the transaction contemplated by this Agreement. Each Party shall indemnify,defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees)of arty kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights.The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including,without limitation, applicable zoning and environmental laws and regulations. 18. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a multi-family affordable residential and commercial mixed use development as described herein. 18.1 SELLER Deggri.Apployal. The PURCHASER agrees that the SELLER shall have the right to approve the design of the Project, which approval shall not be unreasonably withheld.' PURCHASER shall submit plans to the SELLER for review prior to submission to the City of Boynton each("City")for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled 14 8 of 31 Board meeting after PURCHASER submits plans for approval. 18.2 Required Project Improvements, The Project shall be generally consistent with the Conceptual Site Plan attached hereto as Exhibit "C" ("Site Plan") however to the extent any conflict between the Site Plan and the terms of this Agreement, this Agreement shall control.The project shall include,at minimum,the following elements and improvements as allowed and provided for under the Land Development Regulations of the City of Boynton Beach: a) Unless otherwise agreed to in writing by the CRA, the Project will include construction of a mixed-use affordable multi-family rental community comprised of multiple buildings and providing a minimum of one hundred twenty four (124), 1-, 2- and 3- bedroom units including associated amenities. b) The Project will include a minimum of 8,250 square feet of commercial leasable space. c) If requested or required by the SELLER, the Project will be designed to be a gated community to enhance the effectiveness of the security plan and management of the Property. A decorative fence shall be installed around the buildings comprising the Project to create an attractive enclosed space. If requested or required by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry.Gates shall not be required if space required for gates (including stacking and turn-around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. d) The Project will have a minimum of an 8-foot sidewalk constructed on areas fronting E.Martin Luther KingJr.Boulevard where the development of residential use buildings occur and a minimum of a 16-foot sidewalk comprised of an 8-foot sidewalk and an 8 -foot pedestrian zone, as described in greater detail within the City's Land Development Regulations in front of the commercial portion of the project. e) The Project will have a minimum of a 6-foot sidewalk constructed throughout the entirety of the Project in areas not fronting E. Martin Luther King Jr. Boulevard. . f) The Project will include street lights installed along the entire 01178659-2 9 of 31 perimeter of the Project that are complimentary to those existing along E. Martin Luther in Jr. Boulevard adjacent to the Property. g) The Project will include on-street parking spaces, where feasible. h) The Project will.include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations, is will be installed along the entire perimeter and the interior of the Project site. I) The Project will include amenities forte exclusive use of residents within the proposed project boundaries. j) If necessary,at the discretion of the PURCHASER,the Project will include and provide accommodations for an onsite residential manager. k) The Project will include an open style commercial plaza space as a design element of the retail component is shall include but not limited to shade and landscape elements, hardscape design features and accent lighting features where feasible and appropriate with preference given to the areas located fronting Martin Luther in Jr. Boulevard. 18.3 Local Contractors. PURCHASER commits to making reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors is defined as those contractors: 1) having a City of Boynton each Business Tax Receipt, having a business address within the boundary limits of the City of Boynton each, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm each County and meeting all of the requirements to do business within the City of Boynton each during construction of the Project. PURCHASER also commits to making reasonable effort toemploy residents of the Heart of Boynton District and the City of Boynton each as part of the completed Project's operations and property management team.These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project,the Developer shall: a) Host a minimum of two (2)job fairs; b) Give priority to Contractors and Sub-contractors that are 10 of 31 Locally Owned Small Businesses to participate in the construction of the Project as described in this Section. ; c) Include in all agreements with Contractors and Sub-contractors requirements that the Contractors use good faith efforts to hire and train City residents to participate in the construction of the Project; d) As identified and appropriate, notify and refer job training and job placement opportunities to the Boynton Beach Community High School, South Tech Academy in Boynton Beach, Palm Beach State College and Career Source of Palm Beach County in the event each offer such a program and are ready,willing and able to provide such training;and e) Pay or cause to be paid new hires for operations and property management positions a minimum of the living wage for Palm Beach County. 18.4 Construction Permit Approval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with development and construction of the Project including the formulation of the Project's design and construction documents as well any and'all applicable permit fees associated with the Project. 18.5 REPORTING. PURCHASER shall provide the CRA Board with a report detailing the status of the project and PURCHASER's compliance with the terms of this Agreement on December 1, 2019, and at least every six months thereafter until the CRA deems the project complete. Further, PURCHASER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 19. FUNDING OPTIONS. PURCHASER shall have the following options to obtain funding for the Project. PURCHASER shall provide the CRA with copies of all applications for, and notifications regarding, thea plication oraward of any of the funding options below. on selection of one of the following funding options, the, final budget fort project shall be presented to the CRA Board for its approval, which approval will not be unreasonably withheld or require changes that of impact PUC HASE R's and of any state or federal funding. As part of its approval of the final budget, the CRA Board may, at . its sole discretion, provide additional funding to PURCHASER to fund the addition of elements to the Project, which funding PURCHASER shall accept and integrate into the 0117809-2 11 of 31 Project budget so long as the same does not impact PURCHASER's award of any state or federal funding. a) 9% Low Income Housing Tax Credit Program Funding Option: I. PURCHASER shall submit a total of two(2)applications for 9% Low Income Housing Tax Credits (LIHTC) funding to the Florida Housing Finance Corporation (FHFC) in the 2019 and 2020 Tax Credit Application Period unless the property is no longer eligible due to a change to FHFC, RFA rules. If PURCHASER's application to FHFC during the 2019 Tax Credit Application Period is successful and 9%Tax Credit funding is awarded to PURCHASER for the Project, then the development of the Project shall commence pursuant to FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded funding through the 2019 Tax Credit Application Period,then SELLER shall,at its option,either: (i)instruct PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period; or (ii) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. iii. If SELLER instructs PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period, and if 9%Tax Credits are awarded to the PURCHASER for the Project through the 2020 application cycle, the development of the Project shall commence pursuant to FHFC underwriting schedule. iv.. If PURCHASER is NOT successful, and is not awarded 9% LIHTC funding through the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. b) State Apartment Incentive Loan Program Funding Option: I. PURCHASER shall submit a total of two (2) applications to FHFC for funding under the State Apartment Incentive Loan (SAIL) program in the 2019 and 2020 application period unless the property is no longer eligible due to a change to 01178659-2 ® ryw 12 of 31 FHFC, RFA rules. (1)If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2019 Tax Credit Application Period, then the development of the Project shall commence pursuant tot FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded SAIL fundingthrough the 2019 Tax Credit Application Period,then SELLER shall, at its option either: (i) instruct PURCHASER to submit an application for SAIL funding to the FHFC in the 2020 Tax Credit Application Period; or (h) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. III. If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2020 Tax Credit Application Period,then the development of the Project shall commence pursuant to the FHFC underwriting schedule. iv. If PURCHASER is NOT successful, and is not awarded SAIL fun dingthrow gh the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those 'described in Section 19.c of this Agreement. V. In consideration that PURCHASER is applying for both 9% LIHTC: and SAIL funding in the 2019 and 2020 Tax Credit Application Period, the development of the Project shall commence pursuant to FHFCs underwriting schedule at the earliest of either SAIL funds or %Tax Credits being awarded to the PURCHASER for the Project. vi. In consideration that PURCHASER is applying for both 9% LI TC and SAIL funding in 2019 and 2020, and if neither is successful, and no 9% Tax Credits and no SAIL loan are awarded to PURCHASER for the Project,the development of the Project shall commence pursuant to the terms and conditions described in Section 19.c of this Agreement. vii. SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER when PU'RCHASER applies to FHFC in both 2019 and 2020 Tax Credit Application 01178559-2 13 of 31 Periods for SAIL or 9% LI HTC funding for the Project. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER's applications to FC pursuant to this Agreement and SELLER shall provide, if required, a Local Government Contribution to the PURCHASER for the Project not to exceed $1,000,000, which funds shall only be disbursed upon award of either SAIL or 9% LI HTC funds to PURCHASER for the Project. viii. If the Project is funded by 9% LIHTCs or SAIL,financing will be obtained and documentation provided to the SELLER within the time frame set forth in FC's credit underwriting procedures for the SAIL with bonds and 4% LIT C or 9%LIHTC as applicable. TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the funding timeline set forth in this Section and the actions pursuant to the development timeline set forth in Section 19.d below. Completion of each action set forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion. SELLER shall instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue and funding from FHFC or from the Palm each County Housing Finance Authority (HFA) as well as non-competitive 4% Tax Credits from FHFC, and SELLER shall provide Tax increment Revenue (TIR) funding (TIRF) to the PURCHASER for the Project in an amount to cover the difference between total Project development costs and the sum total of all and and 4% LIHTC funds received by PURCHASER for the Project, which amount of TIRF provided by SELLER shall not exceed $900,000 per year over a fifteen (15 ) year period without the subsequent approval of SELLER and as appropriated annually within the CRA Fiscal Year Budget (hereinafter "Gap Funding"). Prior to receipt of any TI F, PURCHASER and CRA shall enter into a separate agreement outlining the formula, term and reporting requirements for payment of TIRF to PURCHASER. d) DEVELOPMENT TIMELINE UNDER TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the development timeline set forth in this Section. Completion of each action set 01179659-2 14 of 31 forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion: I. PURCHASER shall submit an application and all necessary supporting documents to the City for site plan approval within ninety (90) days of notice to PURCHASER from FHFC that it has not received either SAIL or 9% LI TC funding in either the 2019 or 2020 Tax Credit Application Periods and written confirmation by SELLER that the Project will be funded pursuant to Section 19.c above. ii. PURCHASER shall submit applications and all necessary supporting documents to the City for a building permit within one hundred and eighty (180) days of the City's approval of the site plan for the Project. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. PURCHASER shall provide a copy of the building permit for the Project to SELLER upon issuance of the same by the City. iii. SELLER shall assist PURCHASER's request for site plan approval and building permit issuance to the extent practicable and permitted by is and to the extent the same is consistent with the terms of this Agreement. iv. If the Project is funded by TIR, PURCHASER shall obtain non- competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm each County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC. V. Financing shall be obtained and documentation provided to the CRA within the time frame set forth in the HFA and/or FHFC credit underwriting procedures for the bonds and the 4% LI TC. vi. Regardless of funding source, PURCHASER shall conduct a groundbreaking ceremony and commence construction of the Project within sixty(60) days following the issuance of a building permit by the City for the Project. SELLER will be in attendance at the ceremony with limited participation in its planning. 0117mg-2 15 of 31 LJLL t vii. Certificate of occupancy shall be obtained within twenty- four (24) months following issuance of the building permit for the Project by the City, regardless of funding source. viii. PURCHASER shall diligently pursue and use all reasonable efforts to obtain all necessary approvals for the construction and development of the Project. Upon receipt of the building permit for the Project from the City, PURCHASER shall diligently pursue completion of construction of the project regardless of funding source. 20. COMMERCIAL FUNDING. Upon PURCHASER proceeding with or being awarded one of the funding options described in Section 19, SELLER and Purchaser may enter into a separate agreement establishing terms and conditions under which SELLER may provide additional funding to PURCHASER for costs associated with the construction, operation and maintenance of the Commercial Component of the Project 21. TERMINATION. Either of the Parties may elect to terminate this Agreement (a) as a result of default by the other party pursuant to Section 22; or (b) upon written notice by either party to the other that the Project cannot be financed pursuant to Section 19.c of this Agreement:If this Agreement is terminated for any reason: a) PURCHASER shall convey to SELLER, and SELLER agrees to purchase from PURCHASER, all properties that have been acquired by PURCHASER in the Project Area as set forth in Exhibit "D" (the "Project Area")subject to the following conditions: 1) The repurchase amount shall be an amount equal to that paid by PURCHASER for any such property as evidenced by the contract wherein PURCHASER bought the property, subject to CRA Board approval of the same; and 2) Funds being available in the CRA Budget for the fiscal year the Agreement is terminated or the fiscal year immediately following the year the Agreement is terminated. SELLER may also, at its sole discretion, agree to reimburse PURCHASER for other verifiable costs. b) PURCHASER shall reconvey the Property to SELLER for $10.00 and verifiable costs associated with the Closing of said properties within One Hundred Twenty (120) days from the date that written Notice of Termination is provided. 01176659.2 16 of 31 22. DEFAULT AFTER CLOSING. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement. If either Party fails to cure the default within (30) days of written notice from the other of its default, then this Agreement may be terminated pursuant to Section 21 above. 23. REVERTER CLAUSE. The Special Warranty Deed shall contain a reverter clause that shall run with the Property until the Project is completed and the PURCHASER has obtained a Certificate of Occupancy for the Project. The reverter clause shall require the Property to be re-conveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the Purchase Price of the property as set forth in Section 2 of this Agreement in addition to verifiable costs associated with the Closing of said property described herein.To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit"B." 24. RIGHT OF FIRST REFUSAL. In the event SELLER provides TIR funds to PURCHASER for the Project under this Agreement, PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be as follows: a) If PURCHASER receives an offer to purchase the Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. b) Within ten (10) days of receipt of the Notice, SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal,SELLER shall,within ten(10)days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. c) If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of first refusal shall be deemed to have been waived. d) The terms and conditions of this Section shall survive closing. 081786594 17 of 31 i I i 9 25. MISCELLANEOUS. 25.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties.This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations,understandings and agreements,written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida,The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida,or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 25.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six(6)days,shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m.on the next full business day.Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 25.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder,shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions.This paragraph shall survive termination of this Agreement and the Closing. 25.4 Construction of Ag The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. ouaass9-z r®r 18 of 31 25.5 Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby,but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 25.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 25.8 Attorneys' Fees and Costs.Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys'fees and costs, including those at the appellate level,shall be awarded to the prevailing party. 25.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 25.10 Recording. This Agreement shall be recorded in the Public Records of Palm Beach County, Florida. 25.11 Survival. The covenants, warranties, representations, indemnities and undertakings of the Parties set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 25.12 Attorneys' Fees and _Costs. The Parties acknowledge and agree that each shall be responsible for its own attorneys' fees and costs incurred in connection with the transaction contemplated by this Agreement. 25.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically,the PURCHASER shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; 01178559-2 19 of 31 ~rte b) Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c) Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining and providing public records and transfer tote SELLER, at no cost, all public records in possession oft e PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. e) SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them,The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. [Remainder of Page Intentionally Blank] 20 of 31 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY �m REDE L PAG . Y �. 'Printed Name: , �-r -5- Printed Name:Steven B. Grant Title: vl A" f Title: Chair p ,t J4 5. Date: Date:. z. WITNESS: WITNESS: 1 4 fm�...0 .. ,ter•-� ......... _ ,v. s-..��,..• Printed Name: 2 ° a ° � ,� Printed__ame: Y w W1 CESS: � ._ W!T 55: Printed Name: Tinted Name: C Approved as to form and legal sufficiency:__ CRA Attorney 0(178659-2 �` 21 of 31 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEVELQPMETAGWCY Printed Name: Printed Name:Steven B. Grant Title: Title:Chair Date: 67 Date: WITNESS: WITNESS: i4.. Printed Name: Printe�d—Rame: WI ESS: WIT SS: —1— 41— Printed Name: K-Printed Name: Approved as to form and legal sufficiency:- CRA Attorney 21 of 31 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8 &9 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6 &7 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001- L l -Legal Description: FRANK WEBBER ADD LTS 4 &5 (LESS NE 10TH AVE R/W) BLK I Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEES ADD TO BOYNTON LT I Property Control Number: 08-43-45-21-10-005-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 5 Property Control Number: 08-43-45-21-10-005- Le l -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 5 Property Control Number:08-43-45-21-10-005-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LTS 10 TO 13 INC BLK 5 Property Control Number: 08-43-45-21-04-000-0202 Legal Description: ROBERT WELLS SUB S 100 FT OF W 5 FT OF LT 20& LTS 21& 22 (LESS N 10 FT RD R/W) Property Control Number: 08-43-45-21-10-004-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 4 Property Control Number: 08-43-45-21-10-004- L al Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 6 BLK 4 Property Control Number: 08-43-45-21-10-004- L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 8 BLK 4 Property Control Number: 08-43-45-21-10-00 - L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 4 Property Control Number: 08-43-45-21-10-004-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 10 BLK 4 Property Control Number: 08-43-45-21-10-004-0130 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 13 BLK 4 Property Control Number: 08-43-45-21-18-000-1720 Legal Description: ARDEN PARK LT 172 22 of 31 EXHIBIT B REVERTER AGREEMENT (See Next Page) r� 1 23 of 31 Prepared by and return to: Kenneth Dodge, Esquire Lewis, Longman &Walker, P.A. 515 N. Fla ler Drive,'Suite 1500 West Palm each, FL 33401 REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 2019, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(the "SELLER") and # LLC or its affiliated assignee (the PURCHASER); and together with the SELLER, the ("Parties"). RECITALS The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto(the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. The PURCHASER has agreed to construct certain Improvements on the Property in accordance with the guidelines and criteria set forth in the Purchase and Development Agreement ("Agreement") executed by the Parties a copy of which is attached here to as Exhibit "A.Op The Deed shall provide that if the PURCHASER does not timely construct the Improvements as set forth in this Agreement,then the Property shall revert to the SELLER, NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration,the receipt and sufficiency of which are acknowledged, the parties agree as follows: PURCHASER agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms and timeframes set forth in the Agreement. In the event the Improvements are not timely completed(unless extended pursuant to the terms of the Agreement),the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within thirty (3 0) days of the written request of the SELLER, the PURCHASER will provide a quit claim deed to the Property In for and substance acceptable to the SELLER evidencing the reconveyance of the Property. In the event the SELLER exercises its right of reverter,SELLER shall reimburse PURCHASER the purchase price of the property described herein as well as verifiable closing costs. During the construction of the Improvements, PURCHASER will not place any additional liens or J) 24031 encumbrances an the Property except as consented to by the SELLER.In that regard,the SELLER agrees not to unreasonably withhold its consent to any construction loan financed with a commercial bank or similar lender.intended,to fund the construction and development of the Improvements.As required,the SELLER will enter into a Subordination Agreement satisfactory to such lender. Upon completion of the he Improvements satisfactory to the SELLER and evidenced by a Certificate of 'Occupancy,the SELLER agrees to record a release of the reverter rights described herein. This Agreement shall be binding upon the parties,hereto and shaill be binding upon and inure to-the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with thelaws of the State of Florida. This Agreement shall be recorded in the Public Records and may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written.- PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEYE NjTAKOff_ Printed Name Printed Name:Steven B.Grant Title: Title: Board Chair Date: i Date: it, WITNESS:—. WITNESS: Printed Name: Prinied,Kome: WIT SS: iWIATNS: �4 t Printed Name: rin ed N ame: �k 25or3i EXHIBIT C Conceptual Site Plan i -ems-.9 26 of 31 -i IL It Z, LL CC Q vOCL IL< t.- Z 0 0 w a gm Od OF L7a 3 Z 0 w kJ L 0 Lzu yz 0 00p s( 0 LLI w w Z x NU 5 Mt I z 09 z a 17 a 21 171 Wr R gg� RAVI J'Efk-1 )P 16 Z, g n, Lv A X4, Op, "41 igp,-, !"Ng 1,111, o MM All ", e LA 1p r t i r } i f i v2 4 VCD ,V4 t7h t �t CD O 1 2 i s a i Ise _ to 1 1 w� � �fr r Ike t t F � � r tip {$ t n 01 y � _ i f M } , ,, ,F Exhibit D Project Area 30 of 31 t_M w o t � d �y9, ✓ r y r`4 it$ a O u a , a: i E i\fir, g i r i 0 q !. r ur— I Development Agreement Term Sheet—MILK Jr. Blvd. MU Proiect Commercial Component • Proiect Requirements: o The Project— ■ Centennial will build and manage residential units and commercial space on the MILK Blvd Property ■ Deadline to commence construction of the "gray shell" for commercial spaces within six months o The Neighborhood Officer Program Office— ■ Centennial will build out the NOP officer space to be "move-in ready" ■ Centennial will work with the CRA architect ■ 1055 Square Feet ■ "Unit#8" (corner unit) depicted on plans o Designated Restaurant Units 4&5 ■ One full service, sit down, restaurant (either Unit 4 or 5) ■ One specialty restaurant (anything other than full service sit down—either Unit 4 or 5) o Commercial Marketing— ■ Deadline to commence marketing for commercial space within 1 year ■ CRA to have right to review and approve initial marketing plan prior to commencement of marketing or prior to sign-off of first tenant, whichever comes first. Approval will not be unreasonably withheld. ■ No use of CRA logo (unless requested and authorized by the CRA) ■ Centennial to use best efforts to market to local businesses o Commercial Rental— ■ Centennial to select tenants ■ Rent to be held at$22 per square foot for a period of 5 years ■ After 5 years, rent may be increased at a rate of 3% per year for the next five years ■ After 10 years, all rent restrictions dissolve ■ 5%of rent will go to Centennial as Management Fee ■ Common Area Maintenance (CAM)fees are additional o Ongoing Management— Centennial will manage all aspects of residential and commercial space rentals, including rent collection, tenant selection, maintenance, etc. • CRA Funding: o Funding will be on a reimbursement basis o CRA will provide up to $2,025,815 towards construction of the gray-shell buildout of the commercial space. ■ CRA funds may also be used for plumbing, electricity, water, ventilation, etc., but not for individual spaces; concrete floor bases for all tenants. ■ Of this, $25,000 will go toward the NOP Office buildout. o CRA funds will not be used to build out individual spaces • CRA Right to Review o The CRA will have the right to review and approve the commercial property owners association and any master association documents prior to the documents becoming effective to ensure compliance with the Agreement. Approval will not be unreasonably withheld. 01564690-1 Development Agreement Term Sheet—MILK Jr. Blvd. MU Proiect Commercial Component o The CRA will have the right to review and approve commercial leases prior to their use to ensure compliance with the Agreement. Approval will not be unreasonably withheld. • CRA Right of First Refusal o CRA shall have a Right of First Refusal for repurchase of the Property. • Remedies o Reimbursement may be withheld for failure to comply with the Agreement 01564690-1 DEVELOPMENT AGREEMENT This Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "CRA") and Wells Landing LLC or its affiliated assignee (hereinafter "Developer," and together with the CRA, the "Parties"). WHEREAS,the Developer and the CRA intends to construct the Project, as further defined below, which will contain commercial space including a minimum of 1,055 square feet of rent- free space dedicated to the CRA's Neighborhood Officer Program, in that space identified as"Unit #8" in "Exhibit B," attached hereto and hereby incorporated herein; and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows: 1) INCORPORATION. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) DEFINITIONS. a) "Eligible Expenses" means expenses that are consistent with the requirements of Florida Statutes, consistent with the CRA Redevelopment Plan, directly related to the Project, and in compliance with the requirements of this Agreement. In addition, only direct expenses for materials, labor, construction, and equipment costs associated with the Project are considered eligible expenses. b) "Full-Service Sit-Down Restaurant" means a restaurant where orders are taken by wait staff at the table. c) "Grey Shell" means an unfinished interior with concrete floors (to be poured upon execution of lease agreement), lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and left ready for tenant improvements. 01580445-1 d) "Limited-Service Restaurant: means a restaurant where orders are taken at the counter, register, or self-service menu. e) "Local Businesses" means a duly licensed business entity with an office location in Palm Beach County. f) "Move-in ready" means a state of construction such that it has a certificate of occupancy and is ready for tenant occupation and use. Pertaining to Unit#8, move- in ready includes, but is not limited to, installation of the following items per plans the CRA will later provide to Developer: equipment; fixtures; outlets and plugs; all aspects of bathroom facilities including sinks, toilets, stalls, and hand-drying or paper towel equipment; fixed counter space; all components of a functionating HVAC/air conditioning system; paint; and doors. The term "move-in ready" shall not be read to require provision of furniture that is not a fixture. g) "Project" means the construction and management of the commercial spaces of the Property as described in this Agreement, as further described in Exhibit B which is attached hereto and hereby incorporated herein, and in accordance with the previously executed Purchase and Development Agreement, which is attached hereto and hereby incorporated herein. h) "Property" means the property described in Exhibit A, which is attached hereto and hereby incorporated herein. 3) EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the CRA and DEVELOPER has signed this Agreement. 4) OBLIGATIONS OF THE CRA. The CRA agrees to: a) Provide to Developer funding in an amount not to exceed $2,025,815 for the Project ("Project Funding"), to be used only for the reimbursement of eligible expenses. Reimbursement shall be subject to the terms and conditions hereinafter set forth. b) Review all documentation submitted by the Developer as required by this Agreement and provide comments, approval, or notice of disapproval within 15 days of receipt of such document(s). 5) OBLIGATIONS OF DEVELOPER. The obligations of the Developer areas follows: a) Developer will build out the residential portion of the Property and complete the Project. b) Construction. Regarding construction of the Project, Developer shall: i) Commence construction of the "gray shell" of the commercial spaces of the Project within six months of the Effective Date. 01580445-1 ii) Work with the CRA's architect to deliver "Unit #8" in the attached Exhibit A, consisting of approximately 1,055 square feet, for the Neighborhood Officer Program Office ("NOP Office") in a move-in ready condition. The construction of the NOP Office shall be completed no later than 18 months of the Effective Date, and Unit#8 shall be provided to the CRA for said use rent-free. iii) Make reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors are defined as those contractors: 1) having a City of Boynton Beach Business Tax Receipt, having a business address within the boundary limits of the City of Boynton Beach, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm Beach County and meeting all of the requirements to do business within the City of Boynton Beach during construction of the Project. c) Developer shall designate Units 4 and 5 solely as restaurant spaces. One of the units shall be used as a full-service sit-down restaurant. The other unit shall be used as a limited-service restaurant. If Unit 4 or 5 is used as a full-service sit-down restaurant, Developer will make the adjacent unit, either Unit 3 or 6, available for additional space for the full-service sit-down restaurant tenant. d) Commercial Marketing. Regarding marketing of the Project, Developer shall: i) Commence marketing the commercial space created by the Project within 1 year of the Effective Date. ii) Provide a copy of the initial marketing plan to the CRA for the CRA's review and approval prior to commencement of marketing or prior to sign-off of the first commercial tenant, whichever occurs first. The CRA shall not unreasonably withhold approval. iii) Refrain from using the CRA's logo or other intellectual property without the CRA's prior written approval. iv) Use its best efforts to market and secure local businesses as tenants for the commercial spaces created by the Project. e) Rental and Management of Commercial Spaces. Regarding the rental of the commercial spaces created by the Project, Developer shall: i) Solicit commercial tenants to occupy the commercial spaces created by the Project. ii) Provide the CRA with copies of the commercial property owners association and any master association documents or lease agreements, as applicable, for the 01580445-1 CRA's review and approval prior to the documents becoming effective to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iii) Provide the CRA with copies of the commercial leases for the CRA's review and approval prior to the execution of the first lease, to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iv) Rent the commercial spaces created by the project at a rate of$22 per square foot for a period of 5 years following the day the first commercial rental agreement become effective. After 5 years, the rental rate may be increased at a rate of 3% per year for the next 5 years. All restrictions on rental pricing will dissolve 10 years after the day the first commercial rental agreement becomes effective. v) Take its management fee for the commercial spaces created by the Project from the rental rates described above. Such management fee may not exceed 5%of the rental rate. Common area maintenance fees are not required to be taken from the rental rates described above and may be charged in addition to such rates. vi) Manage all aspects of commercial space rentals, including but not limited to rent collection, maintenance, and tenant selection. f) Residential Management. Developer shall manage all aspects of residential rentals, including rent collection, maintenance, and tenant selection. g) Developer shall not be responsible for tenant improvements for "Units#1-7." 6) LIMITATION ON USE OF CRA FUNDS. The funding provided by the CRA pursuant to this Agreement shall be used to construct the gray shell of the commercial spaces created by the Project. Twenty-five thousand dollars($25,000)shall be used towards the move- in ready build out of the NOP Office; however, no other CRA funds may be used to otherwise build out individual spaces except to install plumbing, electricity, concrete flooring, ventilation, and HVAC/air conditioning systems. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for eligible expenses, and only upon receipt of a written reimbursement request that contains the following: i) A letter requesting an amount to be reimbursed; ii) A summary of the Project items for which Developer seeks reimbursement; iii) A statement that the request is consistent with the requirements of this 01580445-1 Agreement and the reimbursement requested is for eligible expenses; iv) Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the Developer for the Project for which the Developer is seeking reimbursement; and v) For any reimbursement request submitted after final completion of a physical improvement, evidence of an approved final inspection, or equivalent. b) In order to be eligible for reimbursement, the reimbursement request must be submitted within one hundred and twenty (120) days of Developer making the payment for which it seeks reimbursement. c) Upon receipt of a complete reimbursement request from the Developer that meets the requirements of this Agreement, the CRA shall remit funding in the amount requested,consistent with this Agreement,to the Developer within ninety(90)days of receipt of the reimbursement request. d) If the Developer fails to submit a reimbursement request within one hundred and twenty (120) days, the Developer will no longer be eligible to receive reimbursement for that item. If the Developer submits a reimbursement request that the CRA deems incomplete, the CRA shall notify the Developer in writing. The CRA may ask for additional documentation that could reasonably be used to evaluate or support the reimbursement request. The Developer shall have ninety (90) days from receipt of the notice to provide the necessary documentation to complete the reimbursement request. If the Developer fails to provide the documentation required by the CRA within the required time limits, the Developer shall only be eligible for the portion of the reimbursement request, if any, that the CRA deems complete and eligible. The CRA will not reimburse the Developer for any portion of the reimbursement request the CRA deems ineligible for reimbursement. e) Reimbursement may be withheld or denied for failure to comply with this Agreement. 8) NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses. If to CRA: Boynton Beach Community Redevelopment Agency Executive Director, Thuy Shutt 100 E. Ocean Avenue, 4th Floor Boynton Beach, Florida 33435 01580445-1 With a copy to: Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to DEVELOPER: Wells Landing, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 With a copy to: James Hurchalla, Esq. 1700 E Las Olas Boulevard, Suite 206 Fort Lauderdale, FL 33301 9) RIGHT OF FIRST REFUSAL. In the event Developer elects to sell the Property, CRA shall have the right of first refusal to the commercial spaces. Developer shall notify the CRA and the CRA shall respond within five (5) business days. If the CRA does not respond within the designated time, the CRA waives the right to repurchase the commercial spaces. 10) BINDING OBLIGATION ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on,and shall inure to the benefit of,the successors and permitted assigns of the Parties hereto. Upon written notice to CRA,this Agreement may be freely assigned by DEVELOPER to a wholly owned affiliate of DEVELOPER, and thereafter DEVELOPER'S assignee shall be obligated as contemplated herein as if such assignee were the original party to this Agreement. Any assignment by DEVELOPER to an unaffiliated party shall be subject to the written approval of CRA. 11) RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of CRA, DEVELOPER may elect, as its sole option, to terminate this Agreement and refund to the CRA all monies previously received from the CRA for the Project, at which time the parties shall have no further obligations under this Agreement. 12) REPORTING. DEVELOPER shall provide the CRA Board with a report detailing the status of the project and DEVELOPER's compliance with the terms of this Agreement six months after the Effective Date, and at least every six months thereafter until the CRA deems the project complete. Further, DEVELOPER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 01580445-1 13) DEFAULT. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Developer fails to cure the default within seven (7) days of notice from the CRA, the CRA may refuse to make reimbursement payment under this Agreement, or terminate this Agreement and refuse to make any further payment hereunder. Nothing in this paragraph shall be construed as a limitation on any damages the CRA may incur or is entitled to as a result of Developer's breach or default. If the CRA breaches the Agreement, the CRA shall have seven (7) days from the receipt of written notice of such breach to cure the breach. To the extent permitted by law, the CRA's liability for all matters that occur as a result of, arise out of, or are otherwise related to this Agreement, including negligent, grossly negligent, or willful misconduct or omission, shall be limited to the amount of Project Funding less any portion of the Project Funding already paid to Developer. 14)TERMINATION. Either of the Parties may elect to terminate this Agreement as a result of default by the other party. If this Agreement is terminated due to default of the Developer, the Developer shall immediately refund to the CRA all funding the CRA previously paid to the Developer pursuant to this Agreement. Otherwise, this Agreement shall automatically terminate after completion of the Project and final payment by the CRA, whichever occurs later. 15) MISCELLANEOUS. a) General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The executed signature page(s)from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida regardless of conflict of law principles.The Parties hereby agree that jurisdiction of any litigation brought 01580445-1 arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. b) Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day.Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. c) Waiver. Neitherthe failure of a partyto insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. All waivers by the CRA must be expressly stated in writing. This paragraph shall survive termination of this Agreement. d) Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties.As used in this Agreement, or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. e) Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.The provisions of this Section shall apply to any amendment of this Agreement. f) Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and DEVELOPER shall control all printed provisions in conflict therewith. g) Waiver of Jury Trial. As an inducement to DEVELOPER agreeing to enter into this Agreement, DEVELOPER and CRA hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 01580445-1 h) Compliance with Laws: No Discrimination. In the performance of this Agreement, Developer shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, familial status, gender identity, gender expression, sexual orientation or disability for any reason in its performance under this Agreement. i) Attorneys' Fees and Costs.The Parties acknowledge and agree that each Party shall be responsible for its own attorneys'fees and costs incurred in connection with the transaction contemplated by this Agreement. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, each party shall be responsible for its own attorneys' fees and costs, including those at the appellate level. j) Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the DEVELOPER and CRA has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. k) Survival. The provisions of this Agreement concerning use of the CRA's intellectual property, agents, wavier, and repayment of funds due to Developer's default shall survive the expiration ortermination of this Agreement and remain in full force and effect. 1) Public Records. CRA is public agency subject to Chapter 119, Florida Statutes. The DEVELOPER shall comply with Florida's Public Records Law. Specifically, the DEVELOPER shall: i) Keep and maintain public records that ordinarily and necessarily would be required by the CRA in connection with this Agreement; ii) Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla.Stat., or as otherwise provided by law; iii) Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and iv) Meet all requirements for retaining and providing public records and transfer to the CRA, at no cost, all public records in possession of the DEVELOPER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be 01580445-1 provided to the CRA in a format that is compatible with the information technology systems of the CRA. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 E. Ocean Avenue, 4t" Floor, Boynton Beach, Florida 33435;or ShuttT@bbfl.us. CRA shall, upon request, provide guidance to DEVELOPER as to the public records keeping and reporting duties that are imposed upon DEVELOPER as provided above and shall take all steps reasonably required to assist DEVELOPER in not violating them. The failure of DEVELOPER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. In the event that Developer fails to perform its obligations under this Section 15.1 of this Agreement or otherwise defaults hereunder, upon written notice the Developer shall have thirty(30) days from the date of such notice to cure the default. If Developer fails to cure the default within thirty (30) days then the CRA may terminate this Agreement. Developer understands that the CRA may disclose any document in connection with performance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. [Remainder of Page Intentionally Blank] 01580445-1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. DEVELOPER: CRA: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: 01580445-1 WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney 01580445-1 EXHIBIT A - LEGAL DESCRIPTION FOR NORTH PARCEL- 01580445-1 EXHIBIT B-COMMERCIAL SPACE FLOOR PLAN AND ELEVATIONS 01580445-1 r _ m � r o co Ni v m ffll�m zi ca 0 8 0 m G =a E� F 4 w5zmmp S2 a w. ow pa o . im m � o rim � a wgq u LU 0 a ° Z oN h0 Q 0e w - r o {{ goo uII K r� > 8 aoo a a€o � I d�`u �� 63 b �� , ,N.t, KI b♦" k" I 1:-, (s I I E p '�� �NIQNVlS1l3M /�N 1 p 4 F yam— ` Fz N RFS '9 r a t, - I r`y �f °-#$ " foo �'tz� �5�• I ( ". /.—ti a a 7� VHOM „, � Qm Ib �U wo --- iLU#fit a VJ -------------- i ii7iia ' �I go I I� ( 8�® .l. aw. 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I i W I I Lu ` IPS EQ � I a LU r— II �. r s " � I 3� 1 I ®� Q — 0, ( 3 of r, w �7 � �E tLu x° f za a �w� l Zi ,{ h t i i m 3a �aan oaM3nM T <'� Z S10311HOMV LU3Gld3H®"I"IVS d= ajm o o 0 N- Omv,�m zo I � ,a > s0 VHOM Ao ' Offer g 5q QJ /i/ " C k',o t� Ed N 1 In a U 5 V �mP�s F_ §Hq Q a ( — � o w£ b a o f �St7t1}t{{'� t } a ells . x .I I rn4 dl fl I E I y; Zi I I i - t I , 8 - -4 LD LU b � Z 5 , r I I t{+1 t i@ t 1 m° O o s i — IILUuj o IB > �Z" i b fS a r ® ALU Ltl fie 0 15) UJ 0.1 02 Z § q 4 xs(srooioveir a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: December 14, 2021 OLD BUSINESS AGENDAITEM: 16.D. SUBJECT: Discussion and Consideration of a Tax Increment Revenue Finance Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Mixed Use Project SUMMARY: On September 14, 2021, the CRA Board approved a maximum of$2,063,288.54 through a TIRFAfor the Residential Component of the MLK Jr. Boulevard Corridor Mixed Use Project's shortfall due to a 20-30% cost increase in construction as a result of the COVID-19 pandemic. These numbers are based on the final construction costs of the Ocean Breeze East Project. Centennial Management Corp. (CMC) has provided the cost breakdown of the design features that will be affected. See Attachments I-IV for the detailed background information. CMC was awarded $500,000 from the City's ARPA funds that was reallocated from the Palm Beach County Housing Authority Cherry Hill Auction to assist with the project's shortfall referenced above. Since the September 14, 2021, CRA staff has worked with CMC to further decrease the CRA's TIRFA contribution at the request of CMC for a shorter term. The TIRFA amount has since been reduced to $1,630,280 to be reimbursed to CMC over approximately 16 years. The attached term sheet and draft TIRFAAgreement has been forwarded to CMC for review (see Attachments V and VII). CRA staff and legal counsel will be working with CMC to finalize the Agreement for final Board approval at the January 12, 2022 CRA Board meeting. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750; Commercial/Retail Component $2,025,815; TIRFA $1,630,280 and Second Development Agreement for Residential Component$433,008.45 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the terms of the Tax Increment Revenue Finance Agreement (TIRFA) for the funding of the shortfall for the Residential Component of the MLK Jr. Boulevard Corridor Mixed Use Project in an amount not to exceed $1,630,280 and direct staff and legal counsel to bring back the final agreement for Board approval at the January 12, 2022 CRA Board meeting. 2. Alternative direction based on further Board discussion. ATTACHMENTS: Description D Attachment I - MILK Jr Blvd Project Site Plan - North D Attachment II - MILK Jr Blvd Project Site Plan -South D Attachment III- MILK Jr. Blvd. Mixed Use Development Project Renderings D Attachment V -Term Sheet for MILK Jr. Boulevard Corridor Mixed Use Project TIRFAAgreement D Attachment VI - Draft TIRFAAgreement for Residential Component of the MILK Jr. Boulevard Corridor Mixed Use Project �oS1031IHHOklW IM3 fi9M3Hl0-1 IWC �22d £}} Q o m Z o Q o VHO m C�...,....,..� o U S o "L Z Q o g O 3 1 1 L<G 1--.. u m C a o a=o mpz m s z z a RV, l.i 5� h ° _ ° m I I _ . EN owa mo a I w - fifi m IQ a o III >! o 0 m o� m oil ci 0 QI � o w! C-4It u. 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W wo / 0 > zM / F w / D m U F� >_ixdHdsv �— CIDn. �r Nolivai w iv�lil JX] LD lh, osz � Q w ow � ,b0 09 L M„ g,Sb.IONI ! ' wo Io> I, CoQ w 9 a v �w Oa, �z 1 Qo eg 0 •• 1O� � ,ZZ Obl M lb 9A.lON aEo _6. %�6 oaEo 6 "1 1,1, -—————————— �10311HOMW�IU39�WMHOIIV�El S I— c? c? Nz ao P: VHOM oz I c lz c U-i < ,2p a q33 c,n 99 M.9 po cn W L�ij III mo mo :7F 0 0 ❑ U ul ul El ❑ ll ul ni u Ep < Centennial Management Corp. 7735 NW 146th Street Miami Lakes, Fl 33014 (305) 821-0330 Fax (305) 821-0402 December 14, 2021 LETTER OF INTENT TO PURCHASE REAL PROPERTY Property: Approximately 4.346 Acres located between NE 4th Ave and NE 5th Ave, between Seacrest Blvd and NE 1St Street in Boynton Beach, FL 33435 To Whom It May Concern: This shall serve as a letter of intent to purchase the above referenced property. This is not intended or to be construed as creating a contract between the Buyer and the Seller. Only a fully executed agreement for purchase and sale of the property shall serve to bind the parties. This letter of interest is being proposed for an Affordable Elderly Community that we feel would benefit the City of Boynton Beach. As you are aware, we recently completed Ocean Breeze East Apartment and we are about to start construction of Wells Landing providing a combined 247 units of affordable housing along with new retail space in the immediate neighborhood. 1) Buyer: Centennial Management Corp or assignee 2) Seller: Boynton Beach CRA 3) Price: $1,893,000.00 4) Deposits: $50,000.00 within five(5) business days of execution of purchase Contract 5) Due Diligence: 30 Day Inspection Period and receipt of good and marketable title. 6) Financing: Closing is subject to award of SAIL or 9% Housing Credit funding from Florida Housing Finance Corporation through one of its 2022 Requests for Application. The Contract shall be binding through May 30, 2023 unless Buyer elects to close earlier or cancel the Contract earlier per due diligence or financing contingency clauses. 7) Contract: Within thirty (30) business days of the Effective Date of this Letter of Intent, Buyer and Seller shall enter into a binding Contract for Purchase and Sale (the "Contract"). Failure to reach an agreement will allow the Seller to consider this agreement void and accept offers from other parties. 8) Closing: Closing shall occur within Fifteen (15) days from receipt of Invitation to Credit underwriting from Florida Housing Finance Corporation. 9) Brokers: With respect to this contemplated purchase, neither Buyer nor Seller is working with any broker(s). 10) Exclusivity: Upon full execution of this Letter of Intent, Seller hereby agrees not to enter into any agreement, binding or otherwise with any other prospective purchaser for the Property. In the event that Buyer and Seller fail to execute a Contract within thirty(30) business days referenced in Paragraph 7 above, Seller shall be free to engage other purchasers and shall have no further obligation to Buyer. 12/14/2021 1 11) Liens: Seller shall deliver evidence of no encumbrances/liens and at least ten (10) days prior to closing. If this Letter of Intent is acceptable, the Contract shall be prepared by the Buyer's attorney. This offer will stay in effect until 5pm of December 23,2021. Sincerely, Buyer: Centennial - orp and/or assigns /By: Le.�s'Swezy Agreed and accepted this /V day of December, 2021 Seller: Boynton Beach CRA By: 12/14/2021 2 i . 1 11 ! 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' 44''''' C'''''''."""""'"'""t.r > I I 0 I v I m • P aHhI h ; t i __ 1 g _ 5'71..-77-777'...4'77"-- f iI' ` ' , 44 i ( 1 9V ,-',\ _ :r. DD44HH4IU0HH*M1 •, \' . lk y'. -- i ii ,t • !, • r 1. ' '44Pr i ♦. A w�- ...r....I 1.� iir Z A m Q > I . I o I o I m r o O moi 1y ZZz 1 .t,' = gitt�m0g =m 5 ; G H A Q Z c m C FN "' Z i 2 A I 1 GALLO HERBERT ARCHITECTS 'n() T 1911 V/REWPORT CENTER DRIVE DEERFIELD REACH.FORMA 33442 PM. 504.754 0300 FR. 954.704.0301 i > I 1 n I 0 I m • N w O ON y .Z y 8NZ Z .K,..,0,4; N m U W 1 1 e -1/4:----1-- ii ".'-'''- nilill r ! s 1/11•11111 LIII 0 IL'-''''. I 40, . O , V. r II}} H p 1 0 " i Y� - I JRs 5 l$ :4 • v g aur j 1112 • —--- -- -0 ---,,.....„ .�NA,.......," 1 YE 1 r1.. �/l fI • xu l - iP'oIL ° '> ,.:. tiomilMia 7 I c ( 7.•.'••• Vjgo;� > I 1 n I 0 I - m,t, g g j n c c D f N g r' G H A a i b rn y r N c $ V I GA"O'HERBERT ARCHITECTS !!! ......11.[WIN 0 00 oeenxno 04 T.a.io0301 • Vance Real Estate Service MEI August 10, 2020 PsoIrv-- Tr ;FIR Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue Boynton Beach,FL 33435 RE: 4.346 acres of land,between NE 4th Avenue&NE 5th Avenue,between Seacrest Blvd& NE 1st Street, Boynton Beach, FL 33435 (Legal description is in the report.) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of August 10, 2020. The report sets forth our value conclusion, along with data and reasoning supporting our value opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2021). This report is for exclusive use of the client for possible disposition of the appraised property. Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. ONE MILLION EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS $1,893,000 (THIS LETTER MUST REMAIN ATTACHED TO THE REPORT WITH EIGHT-NINE(89)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 e ai‘/O-— Claudia Vance, MM State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 4th Street, Plantation,FL 33317-2204 954/583-2116 • ' -4 . j i.. :... .. . . ,.,, ... , pp „. ... . ... _ , , _ __. _ . . ... . fr � - 't i 2 - a r.. 3. .: fit• Via.- -,f:. ",,i, 11 r+ • �r • �'' , '�_�,...t ......rv.t.4.4.,• ....,:„. ... , _ •^ _ �c '-:'4. r ..irt . .i. . , .. .. .. , , . .7....„. ,.. ..... . .. a� ....„. ... . ,.... . ., . . AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING NORTH S,:ai'.-'-' -:'-:',..1.,:',;.,..,,::.-.7...,Lii. -.--7 ` i j_:...! b 0 , --.y,. - spy +. ,sFl ++S'.r C` �� i-+' -- '` t x� r M tit -I a z -•J _ tee., -c`T �� - '1664 Iiiri, ri SWC ,r,y,i—!. • -- 1T'1 a -_.-� ti T� !.� �'}� ^P -•Air + AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING WEST 7