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Agenda 03-09-22
BOYNTO 4L Community Redevelopment Agency Board Meeting Wednesday, March 9, 2022 -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 A. Appreciation Presentation for Outgoing Board Members B. 6th Annual Boynton Beach Blarney Bash Announcement C. Rock the Plaza at Ocean Plaza on March 26, 2022, from 3:00 p.m. to 6:00 p.m. 9. Information Only A. Public Relations Articles Associated with the CRA B. Public Comment Log 10. Public Comments 11. CRAAdvisory Board A. CRAAdvisory Board Meeting Minutes- November 4, 2021 B. CRAAdvisory Board Meeting Minutes- February 3, 2022 C. Pending Assignments D. Reports on Pending Assignments 1. Review of Commercial Properties within the CRAArea 12. Consent Agenda A. Approval of CRA Special Board Meeting Minutes- November 30, 2021 B. Approval of CRA Board Meeting Minutes- January 10, 2022 C. Approval of CRA Special Board Meeting Minutes- February 1, 2022 D. CRA Financial Report Periods Ending January 31, 2022 and February 28, 2022 E. Approval of Third Amendment to the Granicus, LLC Agreement for Website Design, Build and Maintenance Services F. Approval of a 6-Month Extension to the Commercial Rent Reimbursement Grant Program in the Amount of$5,784 for H. Longo Insurance Associates, Inc. d/b/a Allstate Insurance Located in Gulfstream Professional Building at 500 Gulfstream Boulevard, Unit 201 G. Approval of a 6-Month Extension to the Commercial Rent Reimbursement Grant Program in the Amount of$5,871 for Premier Medical Center of Boynton Beach, LLC located at 326 W. Boynton Beach Boulevard H. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Southern Golf Cars, Inc. located at 425 NE 4th Street I. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Southern Golf Cars, Inc. located at 501 N. Federal Highway J. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Southern Golf Cars, Inc. located at 507 N. Federal Highway K. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Appliance King of America, Inc. located at 622 N. Federal Highway 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. Art Walk Event Recap B. Rock the Plaza at Ocean Palm Plaza Event Recap C. Social Media & Print Marketing Update D. CRA Economic& Business Development Grant Program Update E. Project Update for the Boynton Beach Boulevard Complete Street- Decorative Pedestrian Lighting 15. Public Hearing 16. Old Business A. Execution of the Second Amendment to the Purchase and Development Agreement to the Ocean Breeze East Project B. Consideration of the Purchase of Green Acres Condominiums and 409 NE 1st Street Properties C. Discussion and Consideration of a Purchase and Development Agreement with 306 NE 6th Avenue, LLC for CRA-Owned Property Located at 211 E. Ocean Avenue D. Approval of Termination of Potential Lease Agreement with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard E. Palm Beach County Housing Authority Cherry Hill Lots Auction Results F. Discussion and Consideration of a Second Lease Extension Request for Mr. Scott Rudderow located at 517 1/2 E. Ocean Avenue,Apartment#3 G. Discussion and Consideration of a Term Sheet between the CRA and Affiliated Development, LLC for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project 17. New Business A. Audited Financial Statements- FY 2020-2021, Fiscal Year Ended September 30, 2021 B. Discussion and Consideration of a Letter of Intent from Habitat for Humanity of South Palm Beach County for the Boynton Beach CRA-owned Properties located at 402 and 404 NW 12th Avenue C. Consideration of Modifications to the Terms of the Homebuyer Assistance Program Grant Agreement between Ian and Tosi Rigby and the CRA D. Discussion and Consideration of a Consent and Funding Agreement between the CRA, the City of Boynton Beach, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project E. Discussion and Consideration of a Subordination Agreement between the CRA, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project 18. Future Agenda Items 19. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE,WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.A. SUBJECT: Appreciation Presentation for Outgoing Board Members SUMMARY: In March 2022, three members of the BBCRA Board - Board Chair Steven B. Grant, Board Member Justin Katz, and Board Member Christina Romelus will be term-limited and vacating the seats that they have held for the past six years. While seated on the BBCRA Board, Grant, Katz and Romelus, who serve respectively as Mayor and City Commissioners, have contributed to the the Boynton Beach community by spearheading redevelopment activities such as affordable housing, business promotional events, and other redevelopment achievements to revitalize the BBCRA area and create a vibrant downtown core. With the BBCRA Board approving a variety of revitalization and recovery efforts, the BBCRA has been recognized for affordable housing projects such as the Ocean Breeze East Affordable Single-Family Housing Project, as well as the Small Business Disaster Relief Forgivable Loan Program which provided a lifeline to small businesses during the COVI D-19 pandemic. The three elected officials were also critical leaders in the completion of the newly constructed Town Square governmental complex project, which included a new City Hall and Library, as well as a new Fire Station, urban park space and amphitheater, and adaptive re-use of the historic Boynton Beach High School into the Arts & Cultural Center. Please join the BBCRA team as we thank these officials for their years of service, leadership and redevelopment achievements. BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.113. SUBJECT: 6th Annual Boynton Beach Blarney Bash Announcement SUMMARY: On Saturday, March 12, 2022, the Boynton Beach CRA will host the 6th Annual Boynton Beach Blarney Bash event in the Cultural District. Event details are as follows: • The FREE event starts at 4:00 P.M. and ends at 9:00 P.M. • The event will take place at the Centennial Park & Amphitheater (120 E. Ocean Avenue) and along portions of East Ocean Avenue and NE 1 st Avenue between Seacrest Boulevard and NE 1 st Street. • Free parking will be available at various locations surrounding the event. • Live music featuring bagpipers, as well as stage performances by The Killbillies, Uproot Hootenanny, and Rogue Theory. • A performance from the students of the Aranmore Academy of I rish Dance. • The food court will feature a variety of options, including authentic Irish cuisine, and food offerings from Cardona's Kitchen, Just Eatz, and Aurora's Mexican Kitchen. • Craft beer selections will be available on tap from local Boynton Beach breweries. • Event patrons will be encouraged to spin the wheel of lucky for their chance to win gift certificate to participating CRA District businesses and event swag. • There will be multiple games and interactive activities for individuals of all ages. • There will be a "Shamrock Costume Contest" for both children and adults. Attachment I - Promotional Flyer FISCAL IMPACT: FY 2021-2022 Budget, Project Fund line Item 02-58500-480 - $35,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Unless otherwise offered by the CRA Board, a motion is not required at this time. ATTACHMENTS: Description D Attachment I - Promotional Poster "T fit ti i t�IwO 1 S ` 1 s, ra k, � A H t � F 0 D t, 3 30'.asln WN ip ONe � MAs'>' ear a dw low ztut is} ` t sz,. 120 E. Ocean Ave. PRESENTED BY BoyntonBeachCRA.com BOYNTON INTERPRETERS AVAILABLE UPON REQUEST ° ° =I B E AC H CoppinM@bbfl.us or 561-600-9097 COMMUNITY REDEVELOPMENT AGENCY BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.C. SUBJECT: Rock the Plaza at Ocean Plaza on March 26, 2022, from 3:00 p.m. to 6:00 p.m. SUMMARY: On Saturday, March 26, 2022, the BBCRA will host Rock the Plaza at the Ocean Plaza property, which is located at 640 E. Ocean Avenue. Free parking will be available in the parking lot that is directly behind the shopping plaza and in the lot that is on the NE corner of Federal Highway and East Ocean Avenue. The free event, which will take place from 3:00 p.m. to 6:00 p.m., will spotlight the businesses that are located within the shopping plaza. To maximize customer outreach, BBCRA staff will also provide social media assistance to interested businesses in the Plaza prior to the event to increase marketing and cross promotional opportunities. The event will feature live music from the band The Holidazed. Food and beverages will be available for purchase from the from restaurants located within the plaza. Additionally, event goers will be able to take advantage of a special Boynton Beach Bucks offer at participating businesses. Please see Attachment I for the branded promotional poster that will be distributed to businesses throughout the BBCRA area and at City of Boynton Beach municipal buildings. FISCAL IMPACT: FY 2021 - 2022 Budget, Project Fund, Line Item 02-58500-480 - $12,000 for the event and $3,500 for marketing. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I - Promotional Poster TpN gEA pH B pyN kits �II1SIc �y o, .o PRESENTED BY BOYNTON CRA BEACH \ COMMUNITY REDEVELOPMENT AGENCY BOYNTONBEACH 0RA.COM Interpreter available upon request. Contact CoppinM@bbfl.us or (661)600-9097 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 INFORMATION ONLY AGENDAITEM: 9.A. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: South Florida Business Journal: 1/4/22 - Hyperion affiliate buys Boynton Beach development site for$12M - https://www.bizjournals.com/southflorida/news/2022/01/04/federal-highway-development-site- sold.html -Attachment I The Palm Beach Post: 1/10/22 - Despite 'red flags,' divided CRA ready to approve affordable housing project in Heart of Boynton - https://www.palmbeachpost.com/story/news/local/boynton/2022/01/10/boynton-beach-cra-close- approving-affordable-housing-heart-boynton/9037014002/-Attachment I I 1/12/22- Last-minute change of heart: Why Boynton Beach CRA rejected affordable home project- https://www.palmbeachpost.com/story/news/local/boynton/2022/01/12/boynton-beach-cra-votes- down-cottage-district-affordable-housing-community-project-azur-equities/9168297002/ - Attachment I I I CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I D Attachment II D Attachment III FOR THE EXCLUSIVE USE OF CRAACCOUNTSPAYABLE@BBFL.US From the South Florida Business Journal: https://www.bi ou rna ls.com/sout lif I orid iiew 0 01 04 feder l- Iiigliwa -devcic cna - i c- of .kf N affiae bu-w-rs Bo-w-rnton yl? lit Beach develovftment site Jan 4,2022, 7:51am EST An affiliate of Hyperion Development acquired a development site along Federal Highway in Boynton Beach for $12 million. Ocean One Boynton LLC, in care of Washington, D.C.-based Washington Real Estate Partners and managed by Davis Camalier, sold the 3.48-acre vacant site at 114 and 222 N. Federal Highway. The buyer was BB1 Development LLC, managed by Robert Vecsler, the CEO of Hyperion Development Group, which has offices in Miami and New York. Miami-based 114 North Federal Highway awarded a $9.05 million mortgage to the buyer. A 0.47-acre portion of the property was purchased from the Boynton Beach Community Redevelopment Agency for $900,000 in 2002. The rest of the site last traded for $9 million in 2005. In 2017, the city approved the site for 358 apartments, 12,075 square feet of retail and a 120-room hotel in eight stories. However, construction hasn't moved forward. According to a source familiar with the deal, Hyperion is working on plans for a mixed-use project that would include multifamily and retail. Other developers have started building more apartments in Boynton Beach. The city is located between the employment centers of Boca Raton and West Palm Beach, but land prices are much less expensive in Boynton Beach. Hyperion Group was among the bidders for a CRA-owned site at 115 N. Federal Highway, but it came up short in November when another developer was selected. It turns out that Hyperion Group grabbed a development site through a traditional private purchase. Sign up here for the Business Journal's free morning and afternoon daily newsletters to receive the latest business news impacting South Florida. For more business intelligence, follow us on Linkedin, Facebook, Twitter and instagram. Brian Bandell Senior Reporter South Florida Business Journals The Palm Beach Post BOYNTON BEACH Despite 'red flags,' divided CRA ready to 0 0 M 0 approve affordable housing project in Heart of Boynton r ili Palm Beach Post Published 7:00 a.m. ET Jan. 10, 2022 BOYNTON BEACH — The Boynton Beach Community Redevelopment Agency is poised to give a developer the go-ahead on a 39-unit affordable housing project in the city's historic Black community even though one of its own supporters said the deal is full of"red flags" and CRA staff has advised the board to reject it. Azur Equities, based in Aventura, was chosen in April as the developer of the Cottage District Infill Housing Redevelopment, which aims to provide homes for households making between 80% and 140% of Boynton Beach's area median income. But concerns about Azur's ability to perform the work have emerged since it was selected, leaving the CRA board — made up of the same five members as the City Commission — divided going into Monday's vote to accept or deny a purchase and development agreement with the developer. Board members Ty Penserga and Justin Katz have said they intend to vote against Azur, whose bid calls for the construction of 12 single-family homes and 27 townhouses with an average projected cost of just under $265,000. Penserga and Katz said they are unsettled by Azur's absence of experience in single-family home construction, the developer's lack of progress with ongoing housing projects in Broward County and the company's languid approach in providing documentation requested y CRA staffers. Penserga adds that the way the deal is constructed, the CRA must buy back the land it has donated for the project if Azur defaults. "I see too much risk in this situation," Penserga said. "That's the bottom line for e." Penserga and Katz are not alone with their concerns. CRA Executive Director Thuy Shutt recommended in August that the board terminate negotiations. But the three other members of the CRA — chairman Steven Grant along with Christina Romelus and Woodrow Hay — have signaled they will vote in favor of Azur and approve the agreement by a 3-2 margin. Hay, who represents District 2 where the project will be located, said he supports Azur despite expressing worry after the CRA board saw photos of work sites belonging to the developer in Pompano Beach and Davie that showed little construction taking place months after building permits were approved. More Boynton news: In emotional meeting, community asks for accountability Of 13-year- old's death Boynton Beach crime: 15-year-old facing adult murder charge after man dies from stab wounds "There's too many red flags here for me," said Hay, before adding he would vote in favor of Azur anyway. Romelus blamed CRA employees for delays in moving the project forward, saying that repeated requests by staff for information from Azur had dragged out the process for months. She said that other issues — incomplete work projects and no history in single- family home building — raised by the developer's critics "don't come to a point of alarm. I was waiting for, 'Where's the fireT I haven't heard it." Grant warned that if an agreement isn't reached with Azur, the project is "not likely to be built anytime soon." Franck Gotsman, Azur's managing partner, attempted to address the critiques during the CRA's monthly meeting Dec. 4. Gotsman said there were "some issues" with the incomplete construction in Broward County, but indicated the CRA was cherry-picking projects experiencing "difficulties." The breakdown in communication with CRA staff, he said, was the result of repeatedly being asked for "specific details on every little line item." Regarding Azur's lack of history in single-family homes, Gotsman said the company was partnering with Delray Beach-based Randolph Construction Group, which has a two-decade Katz pointed out that the CRA's agreement is with Azur, not Randolph. Attempts to reach Gotsman this week were unsuccessful. The development site is approximately 4.2 acres of vacant property — appraised at $2.5 million — located between Northeast Fourth and Fifth avenues and North Seacrest Boulevard and Northeast First Street in the Heart of Boynton community. Romelus said area residents "deserve to have a beautiful community built right in their neighborhood that makes them feel proud and provides them with ownership ... and not another rental product" and that she has "no issue with [Azur's] competence." Katz, who is term-limited and out of office in March along with Grant and Romelus, said he wants to move the project forward, but can't bring himself to vote for it. He suggested a "reset" that would allow the next CRA to start over with a new request for proposals from developers. I don't want to step in quicksand here and get stuck because it's a project that's not so big or complex that there aren't other suitors out there," he said. Penserga said he also understands the need for affordable housing and home ownership in the Heart of Boynton, but there "too many things happening here" to get his vote. Photos of Azur's incomplete projects in Broward were the last straw, he said. I just can't do it," Penserga said. "When you see those pictures, I can't pretend I just didn't see them." imilian@pbpost.com @caneswatch The Palm Beach Post The Palm Beach Post noynxon neacn %..,KA rejecxeu aUoruaoie home pr Ject 01 4R!9!! ili Palm Beach Post Published 7:00 a.m. ET Jan. 12, 2022 BOYNTON BEACH — A plan to build an affordable housing community in Boynton Beach's historic Black neighborhood was defeated Monday night after one CRA board member changed his mind at the last minute. Vice Chair Woodrow Hay initially supported the project but said "red flags" and concerns about Aventura-based developer Azur Equities forced him to cast a decisive vote against the deal, which called for constructing 12 single family homes and 27 townhouses in the Heart of Boynton with an expected average sale price of under $265,000. Accusations of shoddy work by Azur in Broward County "left a sour taste in my mouth to say the least," Hay said, and led to his "no" vote, even though the project — proposed to be built on 4.2 acres of vacant land between Northeast Fourth and Fifth avenues and North Seacrest Boulevard and Northeast First Street — would have benefited District 2, which Hay represents. Hay, Ty Penserga and Justin Katz voted to terminate negotiations with Azur on a purchase and development agreement. CRA Chairman Steven Grant and Christina Romelus were in the minority. Boynton affordable housing pr Ject: Developer says there was 01 a smear campaign against his firm Azur Managing Partner Franck Gotsman decried the treatment his company received, likening it to a "Gestapo-style prosecution" and accused unidentified opponents of the deal of engaging in a "smear campaign" against him and the firm. Just before the vote was taken, Azur CEO Pascal Cohen said he was pulling his company out of the deal, referring to the CRA as "disrespectful." That didn't keep the board — made up of the same five members as the City Commission — from taking a vote to officiallv end nevotiations. The Palm Beach Post ii request ior proposai was issueu III iiugust 2u2u a 11ZUF S DIU Was Selecteu III may anef the CRA's first two choices dropped out. Mainstreet at Boynton: Sprouts opens as anchor store; Wawa, congregate living facility planned 22 county homicides: In 2021, log were killed in Palm Beach County, most by gun violence More Boynton news: In emotional meeting, community asks for accountability Of 13-year- old's death In August, the CRA's executive staff recommended negotiations be terminated with Azur because, among other concerns, the developer had not addressed requests pertaining to the purchase and development agreement. Despite the staff s recommendation, the CRA board continued working toward a deal with Azur. Boynton affordable housing pr Ject: Developer had unfinished 01 projects At the CRA's meeting in November, the board was shown photos of work sites belonging to Azur in Pompano Beach and Davie that revealed little construction taking place months after building permits were approved. Azur officials explained the unfinished projects were the result of issues inside city government and accused the CRA of cherry-picking a couple of foundering work sites against what they said was the company's history of successful outcomes. Romelus blamed "outside people" with "vested interests" for having "politicized" the process of selecting a developer. She also criticized the CRA staff— "We all know how hard it is to work with our staff sometimes," she said — for not working with Azur. "Why are we preventing residents of District 2 from getting affordable homes, when that this is what we've said is the objective of the CRA from the very beginning?" Romelus asked. "It's disappointing that that we've gotten to this point, that we've kicked the can this far and we're The Palm Beach Post KIIOW Wllat It S I1Ke IU 11Ve III UUI' CUIIIIIIUIlliy. "Tory, don't even," Romelus responded. Orr attempted to continue before Romelus interrupted with, 'Tory, don't come for me. We're not going to do this. Thank you." "It's different when you live there every day," Orr said. "Whatever," Romelus concluded. Boynton affordable housing pr Ject: So after the 3-2 vote, 01 where do things now stand.91 The CRA could issue another request for proposal and start the entire process again or it could develop the project on its own, according to Executive Director Thuy Shutt. The biggest benefits for the CRA to go it alone would be control over the project and its ability to keep costs down since the agency is not looking to make a profit. Shutt estimated the CRA could get the work done within 3 to 4 years. Romelus said that's a bad idea. "We are not developers," she said. "We ware in the business of hiring people who know what they are doing, letting them do their jobs and we gain the benefits for our residents." The CRA doesn't appear likely to be making any more decisions on the Cottage District project in its current form. Grant, Romelus and Katz are termed out and will leave office in March, meaning the CRA that convenes in April will have a new majority. jmilian@bost.com @caneswatc BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 INFORMATION ONLY AGENDAITEM: 9.13. SUBJECT: Public Comment Log SUMMARY: The CRA Board is being provided the Public Comment Log for the time period since the last Board meeting (see Attachments 1-11). CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description Attachment I - Public Comment Log D Attachment II - CRA Info,Art Walk and Rock the Plaza Ocean Palm Plaza Comments & Q # 3 / $ _ � / 7 7 0 ��} 3 3 3 \ \ \ � W \ E � f f \ j 2 \ \ 0 \ 0 »- — § E � — c E - p j Q t L) _ § cl 0 IL N z O 0 N ) ) } ( j \ \ q § e j 2 f ) Mn o = t § _ 2 § J \ a U LL LL \ g gg ) \ ) )= g %g � Q � & 0 Curfman, Vicki From: Roberts Rosario, Renee Sent: Thursday, March 3, 2022 10:43 AM To: Curfman,Vicki Cc: Nicklien, Bonnie Subject: RE: Public Comments SZ �i t 5 I � I sf i 751 104 eople reached. °=ngageMert': l _[FSE.- Ik„ ..�{��[r!'�W2:r'7.. SE i%4-"`._ kco'`vi ,.s C aI'ne n?..a_ ;.4 o v r n ted_.: ,..fit"- Patrizi a Egan Toth d=ad°,A' rrssed :t,Band stuns grew: 3 Like Rep4y. Hide Senn Nlaseage �r Leigh magnific-a wielke Bard was awesome,the focaticn-.mfua, Like R.epiy Hide SendPoies}eg. Eden Hanby The bard v,.'as real sy gond and hac a rot of variety. Great „ori and a Fjr t`rr,,e hab by ass.. Allan Fri shberg vvent,grea�baro and great Bakery. 1 Renee Roberts Rosario Social Media and CommunicotionaSpecialist Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. Boynton Beach, Florida 33435 � ��1-���-�1�4 | �� 561-737-3258 ' m�� RoaorioR@bbf|.ua http://vvvvvv.boyntonbeachcra.com B'OYNTON :,k BEACH ", - RA (X MUNTY RE AGEN America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to n-ie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. From: Curfman, Vicki Sent:Thursday, March 03, 202210:3SAM To: Roberts Rosario, Renee<RooarioR@bbf|.uo> Cc: Nick|ien, Bonnie<Nick|ienB@bbf|.uo> Subject: RE: Public Comments Good Morning Renee, Other than the comments below, where there any additional public comments for the Public Comment Log? Thank you. Vicki VickiCurfmon AdminiatrativeAaaiatant Boynton Beach Community Redeve|opmentAgency 100 E. Ocean Ave. | Boynton Beach, Florida 33435 �- ��1-�UO-�U�� | �� 561-737-3258 ' m�� CurfmonV@bbf|.ua http://vvvvvv.boyntonbeachcra.com 2 B TO aaMBEACK , A America's Gateway to the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to n-ie via en-rail n-,Iay be subject o disclosure.Under, Florida records law, en-sail addresses are public records.Therefore, your,e-n-iail on-in-wni a ion ars your,e-n-iail address n-,iay be subject o public disclosure. From: Roberts, Renee Sent: Monday,January 31, 2022 3:12 PM To: Nicklien, Bonnie<NickHe_nl3( bbfl. s>; Curfman,Vicki <C rfmanVC bbfl. s> Subject: Public Comments 3 a f z � fi t 430 9 x Like Cornmerl We attem,pted too go but.tie perk;r?g :s hors e..,, Found r,o P!ace to ;ark so et-,. Need to;;x t�at prob erg• or move tie ev&-it C se°ffitherC,,..,,. Uk,F Rep,N Hide Send M e5�,d- e -n From: Karen Jacobs<karenrobi0@11iotmaill.com> Seat: Friday,January 28, 2022 7:30 A To: Coppin, Mercedes,< o paint's @lb l.us,> Subject: Fie: B,BCRA Newsletter- Redevelopment Works Winter Issue Happy friday and thank you for the newsletter.. If am very interested in learning more about the CSA and eornrnission in Boynton beach - rmy husband and i have lived in Boynton Beach and raised our family here for almost 3 'years- can the meeting be attended on Tuesday in person? I read the information and it indicates first 36 ppll -are there typically more than that attending? Allso the advisory board member meeting is that something that can be attended:? 1 have attached my resume and would' hove to get involved with our community. Thank you for your time and look forward to hearing:(back-Sincerely, Karen R.Jacobs 4 Renee Robefts Social Media and CommunicotionaSpecialist Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. Boynton Beach, F|orido 33435 � ��1-���-�1�4 | �� 561-737-3258 ' m�� RobertaR@bbf|.ua | so http://wvvvv.boyntonbeachcra.com B TO kKA a BEACH CWMUNPFfAGENCY America's Gateway tothe Gulfstream Please be advised that Flor,ida has a br,oad public r,ecor,ds law and all cor,r,espondence to mie via en-lail n-,Iay be subject to diac|oaure.Under Florida records |ovv, en-mil addresses ore public recorda.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. s BOYNTO mommBEACHCC d CRA BOARD M EETING OF: March 9, 2022 CRAADVISORY BOARD AGENDAITEM: 11.A. SUBJECT: CRA Advisory Board Meeting Minutes - November 4, 2021 SUMMARY: See attached minutes. CRAAB RECOMMENDATION: Approved November 4, 2021 CRA Advisory Board meeting minutes. ATTACHMENTS: Description November 4, 2021 CRAAdvisory Board Meeting Minutes Minutes of the Special CRA Advisory Board Meeting Held on Thursday, November 4, 2021, at 5:30 P.M. at City Hall Commission Chamber, 100 E. Ocean Avenue Boynton Beach, Florida and GoToWebinar Online Meeting and City Hall Chambers PRESENT: Golene Gordon, Chair Thuy Shutt, CRA Executive Director Angela Cruz, Vice Chair Theresa Utterback, CRA Dev Services Manager Naomi Cobb Barry Abramson, Financial Analyst Yvonne Skovron Vicki Curfman, Adm. Assistant Joe Josemond Sharon Grcevic (arrived 5:34 p.m.) Aimee Kelley (arrived 5:35 p.m.) 1. Call to Order Chair Gordon call the meeting to order at 5:30 P.M. Yuri Konnikov, ITS Support Manager, started the Webinar and explained how the meeting would proceed. 2. Pledge of Allegiance The members recited the Pledge of Allegiance. 3. Roll Call A quorum was present. 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda There were no changes made to the Agenda. B. Adoption of Agenda Motion Ms. Cobb moved to approve the Agenda. Ms. Skovron seconded the motion. The motion passed unanimously. 5. Information Only: None Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 6. Public Comment Ernest Mignoli, 710 Ne 7t" Street#407, stated the more he comes to meetings the unhappier he is. He thought there are a bunch of residents that are closed out of the system that do not get a chance to comment and when they do are character assassinations and a lot of other unpleasant things. He hoped there were attorney's present. He thought some residents in the City need a lawyer the way the City is retaliating against them and it occurs all over. People who are civilly active and they try to help each other out and it goes against what the City is trying to do. He referenced the CRA meetings he attends, he cannot believe they are giving land and rights and building and zoning approvals to millionaires and billionaires and the rest are out there hungry and not doing so well. When he comes to the meetings, every time they give money from the government, they give it to the highest paid employees in the City and people who volunteered and applied for the job put themselves at risk. In 50 years, he went through viruses working with people and did not feel like he should get anything extra. There was no one present online. No one else coming forward, Public Comment was closed. 7. Consent A. Approval of CRA Advisory Board Meeting Minutes - September 2, 2021 Motion Ms. Kelley moved to approve the minutes. Ms. Grcevic seconded the motion. The motion passed unanimously. 8. Assignments A. Pending Assignments - None B. Reports on Pending Assignments C. New Assignments 1. Discussion and Consideration of the Responses to the RFP/RFQ for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Development Proposals Thuy Shutt, Executive Director, welcomed all to the meeting and presented the item for the 4.9-acre mixed-use project. The RFP was issued July 23rd and due October 19. Five respondents will make their presentations that will present in alphabetical order. The Respondents will have 25 minutes to present, 5 minutes to present the team and 2 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 company and 10 minutes for questions and answers. Before going to the Board, they will have public and online comment. Affiliated Development LLC The proposal for Affiliated Development LLC is called The Pierce, having 236 mixed income residential units comprised of one, two and three bedrooms, 16,800 square feet of restaurant, retail and office. Seventy-one hundred of that is for the relocation of two local businesses. It is proposed to have National Green Standard Certification. There will be 600 parking spaces, 150 of which are open to the public and use the Ocean Mart convenience store on the northwest corner of US 1 and Ocean Avenue. The density is 80 units per acre of workforce housing. The workforce housing will be in an eight-story building and a seven-story garage, has FAR is 3.25 and they will use the bonus density. Jeff Burns, CEO Affiliated Development advised they hope this will be their fourth private public partnership in Palm Beach County in the last three years. Its important they not change the fabric of what makes the community unique. They spend a lot of effort to capture the essence of Boynton Beach. They spent a lot of time working with the community. They have an exclusive Letter of Intent with Kim Kelley of Hurricane Alley as they do not want to displace local businesses. One key component is they finalized an agreement with the Oyer family for their property and they will move their business and incorporate them into some office space. Affiliated Development incorporates two things into every project. One is redevelopment. They take underperforming properties and turn them into spectacular project. The second component is housing. He noted there is a discrepancy between rent and income and they have a great record with this and will include it in the project. They have a Purchase and Sale agreement with the owner of the Ocean and Food Mart, which is important because without that property, they would fall short of meeting their objectives. They want to capture the history in the project and would pay homage to Charlie Pierce. Their firm is based in Ft. Lauderdale with offices in West Palm Beach. Their core competency is public/private partnerships. They completed over $500,000M in public/private transactions in the last 15 years and $162 million in public/private development in Palm Beach County in the last three years. They have a reputation as a firm who sees a project with conception through to fruition. There are testimonials from nine CRA Directors and other city leaders who attest to the job they have done working with their communities. They can execute on their game plan. In 2019, they finished a project in the first qualified opportunity zone is S. Florida and were able to close on the project before the regulations were even posted. He noted the subject property is a qualified opportunity zone. In 2020 they closed on a $125M Affiliated Housing Impact Fund, which allows their firm to have discretionary capital, so they do not have to rely on third-party equity. Their investors are primarily public pension plans. There is an alignment of interest in housing being able to recruit and retain employees. They closed 3 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 three different large-scale loans during the pandemic while others struggled. They have three different projects ongoing nearby. He gave information on his team members Jeff burns and Nick Rojo. They have top notch caliber members. Moss & Associate is their general contractor for the project, whom they have worked with before. They are working with NSA Architects, and this is their fifth collaboration. This project would be the third development using Kimley Horn and WGI, and their second partnership with Architectural Alliance. They use Spinas O'Rourke for interior design and this was their third collaboration, and Sachs Kaplan is their land use attorney also on their third collaboration. Castle Residential is a local management company; however, they hold onto their assets. They retain good property management teams. Their team hires locally with each of their projects via job fairs, and they have held these fairs in Ft. Lauderdale and other places. They hire good people to keep long term to go project to project. They also have apprentice programs and recruit right before certain trades hit the project because people need jobs right away. Other similar projects are The MID in Lake Worth Beach, the Bohemian on Lake Worth Avenue, the Six13 in Ft. Lauderdale, and others. They are very proud of their projects. Mr. Burns reviewed the project site plan and stated they considered a Brightline station as well. They want to draw people into a courtyard setting and have restaurants, office space for both day and night activities. A wine bar, rooftop lounge and Kim Kelly's restaurant. A parking garage will have public parking spaces for the City and be useful with a train station. He reviewed the project overview, and they will offer workforce housing. They want to house people working in the restaurants and office space. It is a Transit Oriented District so pedestrian connectivity is key and they felt it was important to brand the area. He noted adjacent property owners are part of the long-term vision and he noted the area could be known as EBO for East Boynton. The development consists 236 units and 16,800 square feet of retail, restaurant and office space. Seventy-nine percent of the site is available for public use. A picture of the courtyard was viewed, having a standalone restaurant with a rooftop restaurant. They are talking with a restaurant group who has an interest. Nearby will be a wine bar, and at the ground level, a wine and coffee bar and a cut through in the building to move people from the park into the intimate space and out to the corner. Housing and transportation go hand-in-hand and they have had conversations with Brightline about this project and others. They want to provide an experience when the rail passengers leave the station. Parking is also a key component. Mr. Burns reviewed the project schedule. They provided agreements they have used in other cities. They do so to demonstrate they are ready to go and the schedule is important to them. There is a process to go through they are accustomed to. They provided bank letters, they have a good track record in good or bad times and they have discretionary funds. He commented public parking needs to be controlled by the public, and should be controlled by the City or CRA. Affiliated Construction will build a garage and give the keys. It will be available for retail and residents, and it will provide immediate revenue. Their cost for the build will be passed along at sale. The sale of the garage will be the cost of the garage, not including the land, and the land will be taken 4 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 into consideration with the land cost. It is a $73M project. They will spend a lot of pre- development capital. Land costs were broken down, including the property on the corner they have under contract. They are offering $1 M for the CRA property on 508 E Boynton Beach LLC and $3.6M for 500 Ocean. The land costs are higher. They are not including land costs in the sale of the garage and garage property back to the CRA or the City and is being deducted from what they are offering. The total land acquisition is about $8M. They spend a lot of time strategizing different ways to create an experience for residents, which is what they want for The Pierce, from a residential and commercial and public standpoint. Chair Gordon opened Public Comment. Ernest Mignoli, 710 NE Ph Street, stated he lives a few blocks from the proposed development. He moved from up north from a high-density development area which is a trend. He mentioned the building will serve and be housing for a lot of Boynton Beach residents. Mr. Mignoli had a question, but it was explained Public Comment is for public comments, not for questions. Mr. Mignoli explained he did not think anything he heard tonight was a fact. He thought there were 80K people could be served better by other development. He did not want Boynton to look like Delray or Ft. Lauderdale, where the developers are coming from. The projects are high density, they obstruct ocean views, create traffic jams, and he thought the developments were not for residents, but to attract people who were retired, millionaires, who don't have to worry about schools or anything. He thought they want to create environments, because they do not plan to blend in with the community, rather they plan to create their own community. The surrounding community cannot afford to live there, afford the stores, drinks and foods as it will be very expensive. He opined it is too bad for the average tax payer, and this is the beginning of the end of Boynton Beach. Mr. Konnikov noted a question from Alex Molina who asked how to get copy of the presentations. Ms. Shutt explained they are exempted in full until November 19th, and the public can contact them to get a copy. As for these presentations, the 15th slides are available now. Public comments were closed for this presentation. The following comments were made by the Board Members. Mr. Josemond loved the presentation, but was concerned about the garage. He asked what phase the garage would it be completed. Mr. Burns explained it is a precast garage and it will be done in two months. They will start developing on the corner and will be up before the rest of the project is completed. Vice Chair Cruz asked what percentage of the project is workforce housing. Ms. Shutt responded there will be 118 market rate units. Fifty percent (118) will be workforce housing units. Sixty percent will be at 120% of the Boynton Beach AMI. Nine units will be at 60% to 80% of the AMI, 53 units will be at 80% to 100% of the AMI, and 56 units 5 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 will be at 100% to 120% of the AMI. Mr. Burns explained the reason for the income mix is not to segregate people based on income status. They will be incorporated into the project, having the same amenities and levels of finish. It lifts the stigma off the project and people there have no clue of the tenant's incomes. Ms. Skovron asked what they are planning for the parking spaces for each unit. Mr. Burns responded they are planning for a blend about 1.4 to 1.5 parking spaces per unit. In this project, they will have a lot of one-bedroom units for young professionals at competitive prices, so they will have a lower parking ratio. As a rule of thumb a one bedroom is 1.5 to 1.2 per unit. The larger one-bedroom units are about 1.25 to 1.3 and the larger two and three-bedroom units will have two per unit. The firm has never been sued for construction defects. When asked if given the go ahead, why would they say they have to delay the project. Mr. Burns responded if they were unable to work through the approval, entitlement and permitting would be the greatest delay. Other than that, he did not foresee a need to extend. There was artwork on the garage drawing. Ms. Skovron asked if that look is what will be on the garage. M. Burns responded it would, but it could be another image. He thought it was wise to brand the City and Boynton Beach. A question was posed about the location of the pool, by the rail lines. Ms. Skovron asked if there would be any type of noise mitigation when the train goes by. Mr. Burns noted their residents are urban dwellers, and they have not received any complaints. One plan had the pool 30 feet from the wall separating the train tracks from the amenities. There will be lush landscaping, and Brightline goes by very quickly. They would consider a water feature. The Castle Group is primarily a condo Association management company and they recently started a residential rental division with someone who left Alliance Residential which is a very large national rental group. They are affiliated with the Castle group and they are managing all their assets and do a good job. Ms. Cobb noted the area median income. She asked if the people working at Hurricane Alley could afford to live there and learned they would. Chair Gordon liked the rooftop. Ms. Kelley and Ms. Grcevic had no comments. E21L Real Estate Solutions. Ms. Shutt provided a brief introduction for the project announcing the firm is from Winter Park, Florida who is planning a four phased mixed use project, The first phase would have 7,600 square feet of retail with two 12K square feet of ground floor retail, Phase III would have 7,600 square feet of new ace hardware and 18K square feet of grocery and ground floor retail, 24K to 32K square feet of office and health care, and phase four would have 10 square feet of ground floor retail and optional 16K square feet of round floor retail including the property at 101 Federal Highway which is the Ocean 6 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Mart. There will be 257 total units. Phase I is the garage with the Ace Warehouse and some retail Phase II is residential multi-family ground amenities and retail. The 257 units there will potentially be 346 maximum units depending on the adjacent parcel being required. There will be 15 stories and a maximum height limit of 150 feet. There are 116 one bedroom one bath units, 114 two bedrooms, one bath units, 12 three bedroom and two bath units. Ten percent of the units will be 27 total workforce units, twelve of them will be one bedroom one bath, twelve will be two-bedroom one bath, three will be three bedroom two baths within three residential towers. There is an eight story tower and two five story towers. There will be 12K square feet of ground floor retail and live work spaces will be provided. The proposal contained a 100-room hotel with roof top amenities. There will be 914 parking spaces and the final count is to be determined that will be housed in a seven-story parking garage at 73 feet above grade which includes a minimum of 150 public spaces up to 335 for public uses and an optional phase 5 along the railroad tracks that are more related to the railway station. In phase One, there will be a YMCA Office and fitness recreation use within the structure. Kelly Hefferin, Managing Partner E2L Holdings West Fairbanks Winter Park Florida. She introduced their development Banyan Hub. She introduced the E2L team consisting of Mark Hefferin, President, E2L RE Solutions; Antonio Balestrieri, Project Manager; and Nick Hefferin, Project Manager, who both worked on Town Square. Their residential Partner Eastwind Development led by Jack Weir, president, their construction partner, Verdex construction led by Rex Kirby, President and she noted she and Mr. M. Hefferin have worked with Mr. Kirby for over 25 years. Sophia Nelson of SA Nelson &Associates has worked with E2L in Boynton Beach to build the build in Wealth program for the Town Square and Jason Hagensick, President and CEO of the S Palm Beach County YMCA. (Vice Chair Cruz left the dais of 6:30 p.m.) Other E2L partners were on the GoTo meeting due to limited seating. She advised . E2L's core mission, which is for Energy 20 Love as they give back 20% of their profits to community and charitable organizations. Last week they attended the 20th Anniversary of the Schoolhouse Children's Museum and celebrated their butterfly mural donation along with other major donations. While attending the recent Pirate Fest and other recent events, they realize their original joint vision for the City is just beginning. She requested the Board will consider trusting E2L to continue their efforts with the CRA and the City to make the next chapter something to be proud of for generations to come Mark Hefferin thanked the Board for the opportunity to make a presentation He advised they have 15 slides and they tried to be specific to 12 items the CRA wanted them to address. Mr. Hefferin explained E21 was founded in 2016 after 30 years design and construction industry in 25 states. They have been in Florida since 2005 and they come from Central Florida and a lot of their ideas come from around the country. They built the Town Square and it was a complex project removing eight buildings at the same time and five being built in under 24 months and they can execute. 7 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Mr. Hefferin noted they moved the Kapok Tree as they are sensitive to green space and they hope to continue that down ocean Avenue. He commented the CRA did a great job of acquiring property. Prior to the recent purchase of the Oyer and Bradley property, they helped the City get parking in the now demolished bank building. They are sensitive to this area, the existing clients and tenants and have spoken with them. (Vice Chair Cruz returned to the dais at 6:34 p.m.) Mr. Hefferin reviewed two site plans were reviewed and pointed out they intend to expand Dewey Park. They discussed things with Davis Camalier and his tenant and looked at nine different sites to relocate the gas station that will remain, but they have creative ideas to incorporate it into the project. They've had lots of discussions with the owners of Ace Hardware and area businesses and their long-term plans. If they acquired the rest of the property, they could have 340 units according to the maximum of 80 dwelling units per acre. If they go after the Affordable Housing bonus, they can add another floor, but it is all about the CRA wants with workforce housing. He commented, this development is not about housing, it is about creating a book end. The area is on the other side of town where people would arrive. Their plans showed a hotel and rooftop bar, and he hoped to have the same on the Town Square site. He commented the development will be a wellness community. It will bring a lot of people here. It is for mothers and kids. They are looking to create a day care center, and they have to have a park. Art will be part of the project. Mr. Hefferin noted they showed the 335 parking spaces the City needs which was above the 150, and it considers they have a lot of retail here. The YMCA will need 150 to 175 spaces at peak times and they will allow for a train station. If the CRA wants more workforce housing, then have to reduce the cost of parking. He reviewed scheme A included adjacent properties. If they cannot, Scheme B will use the property the CRA has under contract. A question asked earlier about what would slow the project, he commented acquiring the land and having to replat it would take time, but it was important to do it right. He corrected on the third column over it said Boynton Beach CRA adjacent 384, would be 514 units needed for residential. Mr. Hefferin discussed Scheme A and noted the plan showed the public parking garage in its location due to the rail as they would use it for a sound and safety barrier and art deco arrangement. Playing off of that on Ocean Avenue, they would expand the park, include dog park. The park was filled on Saturday, and it could accommodate an expansion. Retail is meant to be a complement of Hurricane Alley. They would widen the alley to 60 feet. The Denver Market has a Dairy or Milk District. It is a really cool concept. Winter Garden has a similar development which was like a brewery alley, it is a destination and place making space. Mr. Hefferin noted they are sensitive to post COVID 19 as all want to be outside. They considered outside connectivity, mostly around the work/live units on the ground floor facing federal Highway. There is an.inner core amenity space. There are some privacy 8 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 issues about the swimming pool and they can locate it on the rooftop or on the ground, and they were flexible. They stopped short of providing colored pictures or eye candy picture to sell them on the final look because the drawings did not show the final design. They will have roof top bar. The ocean and Intracoastal are not visible from some of the rooftops, but diners there will see the downtown area, especially in the Town Square area. The scheme they reviewed assumed they would not have the ability to get additional land in time. The development can have open space but with density, this is something the CRA has to address with the Board as there are economic benefits to density. They included a rail stop. The schedule the Board asked for is fairly detailed, which he reviewed. If the CRA makes an award after the November 30th Commission meeting and they want to start in December, they will be ready to go immediately within a week and will work on a development agreement. He noted the development schedule is an aggressive schedule as there are existing tenants that have to be addressed. The reason they addressed the parking first is if the parking garage is not there, nothing else could occur. The development is a four to five-year plan. They built the downtown in two years, and they were going to phase the project over six years, but the City said do it faster so they did, but he did not think it was possible to do so with this project. As for phasing, the development is a four phased project. The first phase is the garage and the YMCA. The garage will serve people on Ocean Avenue and they will need all of the space for construction once the garage is built. They did this with the Schoolhouse Children's Museum. Phase 2 is the residential/retail component where they will move the existing Hurricane Alley and other businesses into the space. Phase three and four could be combined if they get the other sites, which will require some demolition and Phase five is the rail station. As for capital, their confidential information packet had more detail. The overall cost is about $120M. If they expand the density and volume, the development will probably be $150M. If the CRA wants to increase the density or have smaller units, they are flexible. Capital stack on the garage, they propose the City maintain ownership of the garage. The City and CRA should combine for the garage long term. Information regarding Phase three and four residential was included in the meeting materials and also with the hotel and in the confidential packet. Proposed acquisition terms were reviewed. There is 4.9 acres and they come up with 4.325 acres. They will close several City Rights-of-Way and they met with Planning and Zoning, as it makes sense to make it a more pedestrian friendly environment. They would leave 4th open and go under the garage. They will need a right-hand turn. There are some traffic issues, but they have a route around that so there could be deliveries. Phase 1 is 1.4 acres and will be retained by the City. They would purchase the 1.6 or 1.7 acres for residential, and they left the price open to discussion, but they want to talk about it related to parking. They believe they have a structure that will get the CRA paid for the parking, with some relief from the parking cost. They will pay the full cost at the end of the day regarding the operation and maintenance. It cost about $1 per space per day, per year. Phase three they would purchase them as fee simple up to $7.5M depending on parking. Phase four has another .7 acres, which will have to be 9 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 purchased at a reasonable price. They have Purchase and Sale agreements, so they will provide one and Legal can discuss. The unit counts were reviewed per the slide. There are 27 workforce units now. If they allot 25% of the units, the unit number increases to 65 workforce units. The Tax Increment Revenue Ad Valorem slide was viewed as was the parking TIR and Parking. The returns are conservative. They used a 1% increase per year increase on the property values, so they are not trying to paint a pretty picture. They are conservative and will likely get more than this. The first four to five years is basically construction so they will not see a return until the asset is reviewed by the tax appraiser. Year seven would be at break even, and after year six, they see allowing the debt of all parties which would be extinguished earlier if that was a choice. This pertains to financing of the garage which they would do similar to the Town Square where the asset would revert back to the City, which would be a tax-exempt bond or a combination of taxable and tax-exempt bonds. The equity and debt financial commitments were reviewed. They have four letters in their confidential package on their equity and debt and they are confident they can get the backing for the entire project. They can negotiate for the land immediately. Images of aesthetic were viewed as they need to build a parking garage that does not look like a parking garage and they will entertain what the Board wants to see. Something unique needs to happen on the garage. Chair Gordon opened Public Comment. Ernest Mignoli, 710 NE 7th Street, stated he has a lot of experience with metropolitan areas like Boynton Beach and City areas where slowly but surely a municipality decides to go the route of high density, urban development, which means high-rise buildings with self-contained commercial, priced out of the common area of the environment it is in and then it makes its own market. Then they have common things like rooftop and designer restaurants and stores no one cares about. It takes a prime area like the area of Ocean Avenue and Federal. When you listen to the developer, what they are designing is geared to one-bedroom non-family, high income out of town people who come here to party. The reason why they do this is to help pay for things. High density development needs more police infrastructure, give more land accommodations and tax abatements. You create a dense high traffic, car pollution, air and noise pollution and they make deals with developers because who wants to live near a railroad, and they say urban people like noise. The diesel goes on to land in the pool. Julia Moffitt sent an email asking a question. Ms. Shutt explained they not allowing virtual questions. They can contact her directly and she provided her email address. She repeated the video is available to the public. The full packet is available to the public on November 19th, 10 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Comment by an individual with the last name of Meyer stated the E2L proposal is in-line with the values of Boynton Beach. It is child friendly, has open space and they loved it Ms. Skovron noted the various phases of the development. She asked the maximum number of people that would be inside the building. Mr. Hefferin noted there are formulas Jason Hagensick, CEO and President South Florida YMCA noted the Peter Blum YMCO in Boca Raton would see 1,000 people in a 75,000 square foot facility. This building is significantly smaller and they proposed half the size. They would see half the number of traffic spread out the course of the day over seven days of the week. She was concerned about congestion. Mr. Hagensick explained there are peak times and it depends on how the space is used as they have different program. They want a space that is used seven days a week all year, to encourage families to do things together from infants to 90-year old individuals. It will improve the quality of life in the area. Ocean Avenue has one lane going each way. Mr. Hagensick explained YMCA's are in residential areas and they are sensitive to quality of life areas. Being in an urban higher traffic area was not a concern for the YMCA. Ms. Skovron noted E2L did a lot of work on the presentations but thought the buildings look like a box and she did not know what the feel of the area would be. Mr. Hefferin did not know if the committee was privy to the original submission and commented it had a lot of design concepts, but building designs change due to input. They can bring something back. Ms. Shutt noted the members received all 1,100 pages of the full package. She asked, regarding the gas station, if they could see how the gas station was integrated into a prior project. Ms. Shutt explained there is no new information that should be introduced even in the November 30 meeting. If there was something in the original submittal, it could be referenced. Ms. Skovron noted in the package Mr. Hefferin listed rental prices and asked if they were current prices or future prices. completion price. Jack Weir, 5604 PGA Boulevard, Palm Beach Gardens, explained those are the rents they would project when they open. They have considered the way the market is going. Mr. Weir explained they included a base amount of workforce housing which was 10%. They finished the District Flats in West Palm Beach which had 20% workforce housing with no subsidy. For the Solaris in PBG they included 10% workforce Housing with no subsidy. If the CRA wants more than five workforce housing units, they can do that, and can access external sources of gaps financing for more units. They were instrumental in designing the exchange to pay in lieu of. The unit mix they outlined would have 45% one and two-bedroom and 10% three bedrooms. They proposed 1.5 parking spaces per unit there. They found that to be satisfactory with a shared parking setup like they would here having different uses at different times of the day. The YMCA would have more parking during the day and not at night when residents would use them. Mr. Weis explained it is a shared parking 11 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 agreement. There is a section of the parking garage that could be shared. Not all the two-bedrooms would have two parking spaces. If the garage was a standalone building, it would be more, but what they have should be adequate. It is a multi-use parking garage. Ms. Cobb loves the YMCA and was a former Chair of the YMCA elsewhere. She thought it was always a good thing to have a YMCA in a neighborhood because it enhances the life of a single person or a four-person family. She noted there is a need for early childhood education including afterschool programs. She liked the arts component, and that is why she moved here from Broward. All the projects create diversity, equity and inclusion. Vice Chair Cruz asked how many projects were completed with the partners they proposed for this project. Mr. Hefferin responded many of the team members worked on the Town Square project. They worked with Baker Barious, regarding architectural services, on four or five other projects. This was their first project with Jack Weir. Mr. Hefferin explained after they Town Square, they learned some tough lessons they did not want to repeat. They sat down with Jack and worked out an arrangement and binding agreement. They have been to Jacks projects and are confident with their projects. They spoke with Verdex. They spent 15 years with the company building projects. The contractor has worked on several projects with Jack in the past recommended Jack and they can execute. this will be their first project together. Mr. Weir stated they completed 11 projects, some in Palm Beach County. They completed a project in Boynton Beach, High Ridge Landing, and they are familiar with the building and planning departments and personnel. This would be their sixth project with Verdex. They have internal equity, they have worked hard over the last 10 years to build up a company and they are strong financially. They can deliver the project. Mr. Hefferin commented Sophie Nelson and he have worked together to get people working including South Tech and some other groups in Boynton for five years. Ms. Kelley asked about the start of Phase II and the completion to piggy back on the parking. Mr. Hefferin explained Phase II would take up the remaining parking, they have to have the garage up and believe it can be done in nine months fully permitted and occupancy and then then Mr. Weir will start on the residential and retail. It was about an eighteen-month window for the residential to be built and occupied. Ms. Kelley stated as a member of Y and they have been trying to get downtown, she was excited to see a partner to incorporate them into the downtown. The YMCA can provide so much for the community. Chair Gordon liked they can financially come through with the project. She noted they have a lot of one and two bedrooms. She understood people would get married and have children and the YMCA would be beneficial for the children to use. Her concern was there would not be enough rooms to have a family. It was noted there would be 27 three-bedroom units. She asked if they could be flexible to create more rooms for families and learned they could. 12 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 (Ms. Cobb and Ms. Skovron left the dais at 7:25 p.m.) Hyperion Group LLC, 1 Ocean Way Ms. Shutt introduced the Hyperion proposal called 1 Ocean Way. The group is from Miami, and proposed 609 total units with 261 units on the west and 348 on the east side. The project proposes to use properties that are not owned by the CRA on the east side of Federal Highway and the Boardwalk Creamery parcel. The building will have a maximum of 124 feet at 10 stories with 13 units as workforce housing at 100% of the AMI and two-story live/work units. There is also a 133 room, two-story hotel proposed, with a public plaza, 873 parking spaces on the west and 791 parking spaces on the east which includes 150 public parking spaces in addition to what is being offered for the residential and commercial. There will be a total of 75,900 square feet of retail or commercial consisting of 52,560 square feet of retail and 23,430 square feet dedicated for a grocery store. 22,400 square feet of office Robert Vecsler, Principal and CEO of Hyperion, stated the Respondents have really good proposals and developers. The firm was founded in 2002 as a south Florida- based development firm. Their core competency is impactful and transformative mixed- use development. Their vision is different and they think stands alone as they are the only presenter and proposer that can execute a development on both side of US 1. The proposal will accommodate over 600 residences, 75K square feet of retail and include 25K square feet for a grocer. Their master plan includes developing both sides of the street and includes a hotel and office and have open spaces to allow for civic engagement and sense of community. (Ms. Cobb and Ms. Skovron returned to the dais at 7:29 p.m.) Mr. Vecsler explained they can thoughtfully plan a large-scale development on the street, with outdoor cafes and dining and activate a dynamic downtown. They set out to build a spectacular project. Hyperion has built 1 M square feet and 1 K residences in South Florida. Prior to his relaunching Hyperion in 2020, he was president of residential development for six years for Silverstein properties in New York. Silverstein Properties is an iconic figure that rebuilt the World Trade Center and revitalized the New York City downtown. It was an honor to work for Mr. Silverstein. They constructed the Four Seasons hotel in downtown Manhattan. Hyperion's key principals are people who are and were part of the leadership team at Silverstein and worked closely with him. In addition, Jordan Thaler, who is head of investments at Silverstein, and he launched and led the Opportunity Zones at Silverstein's. Glenn Fidje was a lead project principal rebuilding of the World Trade Center and Lead Project and Development Manager for the Four Seasons Orlando at Disney World and many projects in the Miami World Center and would be the lead project manager for this master plan. He introduced his team. they helped visualize the master plan. They are proud of the team and the program they are prepared to do. They bring a perspective. They are a s Florida firm and have local knowledge and relationships, and have broad perspectives from other 13 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 metropolitan and urban environments. They are currently building a project in West Palm Beach next to their Tri-Rail and discussing workforce housing as part of that project with the CRA. While becoming involved with West Palm Beach they were drawn to Boynton Beach. They engaged other local land owners and a large land owner and went to contract with Mr. Camalier. They will close on the site next month and that is what will set them apart. They will also purchase the ice cream shop site as it is contiguous to the CRA property. There are contracts and agreements they entered in to with local businesses and land owners including Hurricane Alley. This is an ambitious project and very few people or developers can do this on their own. They have capital partners and they can attract institutional capital. They have two or three partners for residential development. They are engaged Westbrook Capital in the project and they are delighted to have them as a partner. They have an A team, including Gensler Architects. Their contractor is Cass Construction, a premier contractor in Palm Beach County. He announced there are all good proposals and developers, and theirs comes down to not deciding whose proposal is better, as theirs is more transformative, and it is feasible the corner could extend the park. They could also create phases, so they do not have to build a park first. They could build the rest of the building. Business owners can stay where they are and when they are done they can move in. A slide of the project overview and massing was viewed. Mr. Vescler explained when you have both sides of the street to work with it acts as a sound barrier from the train as a future Brightline station. Their proposal included a hotel, and they can make it larger. It will activate the area and there is a need. Parking and mobility slides were viewed. A slide of the open space was viewed. Brian Bartczak with Gensler, 545 NW 26th Street, commented they see the development as a connection point between Federal Highway, Ocean Avenue and Boynton Beach Boulevard. They are making connections between the mangroves to the north east and Dewey Park on the south west. They want nodes to connect and connect to those two areas and the future rail. They are pulling back from the street to create a public space going to the mangroves. He reviewed the residences. They are scaling the building back so it does not seem expansive. They want a connection point for Boynton Beach. They placed a hotel on the south east corner to get away from traffic flow and people want to make the connection towards the beach. They highlighted circulation and keep people off of Federal Highway. The west side will be future train terminal and it will connect people to South Florida. This will be the starting point for the beginning of Live/Work State. The expanded Dewey Park and will have a mobility hub under the garage. People will be able to gather and interact. An aerial of the overall development was viewed. Mr. Vecsler explained the cost for both sides is $275M, they envision the capital of $180M construction loan and the rest from them and the Westbrook Institutional partnership. 14 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Jordan Thaler, Vice President of Acquisitions for Hyperion, 888 Biscayne Boulevard agreed with the cost of the project at $275M with $180M from a construction loan and the remaining $80M will be split between the equity partners and $15M by themselves. They are looking at rents in the $2,100 range across all unit types. Forty-five percent of the units will be one bedroom, 5% will be studio units and the balance will be two and three bedrooms across both sides. They are offering to deliver 150 parking spaces in the parking garage, to build their public park next to Dewey Park and expand the west site by including the purchase of the east site and the ice cream site as part of the entire capitalization. They want the City to fund in some way, the cost of the parking spaces at $3.9M. They would request a tax abatement of 75% of the allocated taxes over a 15-year period with a step down of 20% for the next four years. They are also looking for a reduction in the parking. What is reflected in the plans are the parking spaces required by Code. The hotel project on the east side has a one to one parking ratio, which is probably not needed for a hotel as people will come from the airport or take an uber and they are a few different things they are thinking about for the parking garage. It will free up the site and make it less of a bulk massing. The first Phase will be the west site and the south east of the east site which will commence the third quarter or 2023 and the balance of the east site to be developed 12 months later. The completion date is the end of 2025. Chair Gordon opened Public Comment. Ernest Mignoli, 710 NE 7t" Street, stated he lives near the park and he spent 72 years working in and around the World Trade Center. He was there that day and watched the rebuilding of it. It is not an easy project. He commented if you listen to developers, they like to come off as social workers that are there to help people. He opined what they really care about the development. they are for out of towners, most of them are out of towners, and it is about money and tax abatements. He commented they do not care about the schools because most people in one bedroom do not have children. They are bringing people down that need a lot of police and services, they have no one in the schools and they create traffic. He noted one Commissioner wanted the area to be a hot spot. He commented most developers are from New York, Broward and Dade as are their architects and lawyers. He noted a City Commissioner wants to run for the Senate in Broward. Other commissioners come from out of town and they want to make Ocean Avenue a hot spot. He commented no one wants to talk about the 80K people that live here and the 17K people that live in poverty. He asserted no one will live in these buildings. The buildings are for out of towners. Mark Meyer appreciated Hyperion's presentation. He had concerns about the intensity of the site and the impact on traffic and congestion. He thought the developer did not align the conceptual plans with the local concerns. Residents want to develop the area, but there were concerns when they developed the downtown and the Town Square area. 15 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Julia Moffitt wanted to ensure the plans take care of current local restaurants once the project take place. She did not hear about Hurricane Alley and others and where they will be when moved. Ms. Kelley noted the developer has a contract with the property on the east. She asked what would occur if they were not the successful respondent. It was explained the developer is closing on the property in December. They want to have a stake in Boynton Beach and develop the sites, but they will develop the site they own regardless of what happens with the CRA property. By developing both sides of the road, it allows them to build in a more thoughtful, planned way and the City will have input. It would be a cohesive project. He noted there is an economic reality and it is more viable to put both sides together. Boynton Beach wins by building both sides together. If each side, end up with people trying to get as much as they can and they don't have the scale. Ms. Kelley noted the affordable housing rents are low for the area and asked about the demographic or age group they would serve. It was explained the development would serve everyone from young professionals and other eligible workforce housing employees. More people will be needed. They started out with some allotment of workforce housing units, and they have experience incorporating workforce housing into the project. It is a collaborative project and if it helps to enhance the project, they are receptive to it. There is a social responsibility and the best projects can do both. Vice Chair Cruz noted out of 609 units, 30 are workforce housing and all of them are at 100% AMI. There is no variety or different opportunities which they will like more of. She asked how many projects were completed with partners. They have worked with Gensler Architect in Miami and Cass. He responded there is no shortage of experience in building these developments. As for workforce housing, they will start with 5% of units being workforce. They proposal tried to prioritize all the things that help make the city a city. The have a mix use grocery and create more opportunities. They signal they are open to workforce housing and are willing to do more. Ms. Cobb commented Boynton Beach is different than Miami and there is a huge community disconnect in Miami, which is not like Boynton Beach. She knows her neighbors and businesses. She asked how this project connects to the local community and what have they learned culturally about Boynton Beach that makes them want to build here. Mr. Vecsler explained they identified the needs of local business owners and they spoke with the owner of Hurricane Alley. They can phase the project so the park does not They reached out to her and talked. She supported their proposal and tried to do a direct a Letter of Intent. She is engaged with the Affiliated Group, they can phase the project so the park will not be part of the first phase and Hurricane Alley and other businesses there can continue to operate while the building is built and then relocate into the building in a seamless transition. They consider all the business owners there. There may be another corner site piece available. They have spoken to ACE Hardware. They have 75K square feet of business space available and they would welcome the ability to have a seamless transition to relocate the new owners there. 16 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 They reached out to local groups to work on apprenticeship programs to bring them in in during and after development to teach them. Palm Beach State College and CareerSource have worked on projects previously with them and they network to involve the local workforce Is involved. Ms. Cobb asked what their community investments were regarding community non- profits and ensuring all members of the community, in terms of diversity was. She asked what their previous success was on prior projects and if prior rental projects were at capacity. Mr. Vecsler responded each project is successful. There is a reason to select developers and there was a reason why they went with us. He advised he was born in the great melting pot and it is important to engage in all aspects of the community and that is in their experience base. They are developers, in business and will a lot of retail and will encourage that as best as they can as it makes an urban environment. During construction they are committing to 15% for small business enterprise and 20% for minority and women owned businesses so they will be local. Chair Gordon noted the project is a CRA project, not a City project. Ms. Shutt noted other respondents referenced partnering with the City. The agreements will be with the CRA, if they are proposing a tri-partied agreement, it would have to be vetted. Ms. Skovron asked if they have redeveloped communities like Boynton Beach before. Mr. Vecsler explained one core competency are markets that are not core central and have ingredients of a big city inside a small city. He commented Boynton Beach fits that description. The Metropolitan Statistical Area Boynton Beach is in is Miami. They understand the dynamic of how to connect and combine the pluses and are doing so in Portchester outside of Westchester and they redid their zoning code. Their council was resistant to development. They have to meet their needs. Ms. Skovron noted the square feet for retail and grocer and asked if that is for both sides of the street. There was 75K square feet total for retail with 52K on the west side and 23K on east side. The 52K on the west includes a 25K square foot grocer at the base of the garage on the NW of the property. Ms. Skovron asked what was In the north east corner of the high rise. Mr. Vecsler stated it was residential. The east side has three residential buildings. One is about 12 stories. A question was posed why that building would that not be on the southeast corner because there are two high rises that are blocking their view. The buildings would have a view to the ocean. The other buildings on the neighboring property to the east are Marina Village and Casa Costa. She thought it was overpowering in the area. This is their effort to maximize the value of the units on their property. They can discuss building both sides of the street together. There are many iterations. They can keep residential density and there are other plans. 17 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 It was explained when looking at residential projects, they can build the same maximize size and it would provide more views. The drawing was part of a scaled down development. They thought it was addressing a scale issue of how they treat other buildings in a mixed-use environment. They are trying to create lots of plazas between each of the buildings and create different views. Mr. Vecsler commented they made a decision to create an open-air, open-space plaza. They can take it to the end of the street and lower the building, but they thought put open space there. It could be extended more towards the east. The building next to it is eight stories. They can build on the south west corner and connect the hotel to residential building. The residential building is 14 stories. Ms. Shut commented all these issues will be handled by Planning and Zoning. Ms. Grcevic stated the project is nice. It is elaborate, but it is too much for little Boynton Beach. We want to be better and grown with small town feel, and a little more intimate. She explained there was a lot of upset about high rise buildings and it may catapult people to a frenzy. Residents do not want to be Miami, or have a New York feel. Mr. Vecsler pointed out they would close on the east side and develop it as a right. The opportunity they are presenting, is they can plan it with them is to keep it as close to the vision of Boynton Beach as they would like. The zoning allows it. Ms. Grcevic knows a lot of people in the community. Their effort to address that is to have as much green and open space as possible. They commented Boynton Beach does not have 80K people. That is to the west in the county. Mr. Vecsler stated if they can master plan both sides of the street to get something unique. Chair Gordon recessed the meeting for a five-minute break at 8:37 p.m. and reconvened the meeting at 8:45 p.m. The Related Urban Group Ms. Shutt reviewed the response from the Related Urban Group called the Gallery. It is a 213 unit, 10-story building with a maximum height of 113 feet, 150 market rate units with six live work units and 63 workforce housing units using 80% to 140% of the Boynton Beach AMI, which equates to 25% using the 60% to 80% AMI and 75% at 80% to 140% Palm Beach County AMI. She gave the statistics and noted the development will use,CRA property and the Oyer properties at 511 - 529 E. Ocean Avenue. The difference is on that they will renovate and restore the existing three buildings on the Oyer properties as a historical state and use the rest of the CRA property as a mixed- use project. It also encompasses an art walk area connecting to Dewey Park along the alleyway behind Hurricane Alley. There will be 337 total parking spaces of which 150 are public spaces in a seven-story parking garage. There will be 108 one-bedroom, one bath units, 99 two-bedroom two bath units, another option for the two-bedroom, two bath is smaller and will be six live work units. She gave the square footages of the units. The commercial component will have 6,58 square feet of retail, 5,350 square feet of office, 7,635 for a grocery store. The ground floor will be a grocery store and the second and third floors will have the live/work units. 18 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Jordan Davis, Development Associate with Related Urban introduced Tony DelPozzo, Vice President of Finance, Cesar Nieto, Architect, principal with CM Design and development and stated they are excited to be here. They specialize as a company in public/private and community development. It is a distinguishing factor and they have a team to rely on. Related, as a company and Related Urban has tackled signature mixed-use and mixed-income developments in South Florida, having an unmatched track record and financial capacity. They are the only proposer to make the CRA a true partner in the deal and help it fulfill its mission with the structure of the proposal. Mr. Davis explained they have developed and completed over 100K units, mostly in South Florida. They included 25K affordable and workforce housing and over 75K luxury market rate rentals and high-rise condominiums. With that record of producing deals is unmatched by their competitors. Their partners include the City of West Palm Beach, Miami/Dade, the Tampa Housing Authority, Orange County and the City of Orlando. They approach every development from a community stand point and develop a blue print that is adaptable to help community needs. They have a lot of workforce development pipeline they developed over $1.813 of public/private development. Their projects combine workforce and market rate housing, and affordable and public housing units and can be multi-generational. The built the Gallery on the river on Miami River next to Marlin Stadium, Galleria West Brickell, Little Havana and Homossa Park. In Boynton Beach, they built Marina Village, one of the first mixed-use master plan development in the community. The project speaks volumes about their ability to deliver a project for the community, if procured. Related specializes in mixed unit master plans, such as Liberty Square a $500M development having mixed income residents, affordable and market rate units. Mr. DelPozzo discussed their financial capabilities. They captured their financing partners which is basically every major lending institutions. They can do tax credits and true mixed-income units with affordable, having 80%, 120%, 140% and up to market rate units. They are incorporated into the same project and serve the local community. They have included alternative scenarios. They have raised three qualified Opportunity funds, have over $200M in corporate equity. They do not need outside equity, boards for raising funds or outside partners for development. One differentiating aspect is not only they would preserve the Oyer family property and Hurricane Alley, they feel to celebrate the character of the community it has to preserve those buildings and as part of those plans, they would be long-term public assets and not displace the current tenants. They recognize an underutilized space. The alley behind the buildings is underutilized and it is the main fabric connection between the restaurant, the park and the project. They would make it a historic alley, bring in signature art and they are only relying on the CRA controlled properties so they could proceed expeditiously but can deliver signature mixed use Transit Oriented Developments the CRA is looking for. Related has no contingencies and can proceed immediately with this plan. As for the actual program ,there are numerous public benefits to the plan. Workforce housing is a core of the plan and 30% of the development is dedicated to workforce 19 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 housing offering 63 units, at the City of Boynton Beach targeted AMI levels and the County AMI levels to get the density bonus so firefighters and workforce can be there. They want to maximize resources to the CRA. Seventy percent of the project is unrestricted market rate to serve young professional to live and it will help the total revenue of the project and with the CRA as a partner, it only benefits the CRA going into the future, the project only appreciates. There are retail opportunities for non-profits and have dedicated micro retail space. Not all retailers need a large retail space so they will set aside square footage at a reduced rate. There are six dedicated live work units and a little grocery store component. They work with all grocery store chains and can get one of those tenants. The Oyer property and Hurricane alley would be preserved. A typical floor plan was viewed. The image and design was conceptual and it is important part of Related's development philosophy. It was a great project. There are many different priorities in the community and the project may evolve to mitigate concerns or address different components not mentioned. They are receptive to modifying the plan, reducing density or other components. The community has to tailor the plan. They, have not had the chance to do some but can engage in community input. All they do resolves around the art and they bring in world class art as amenities to the public. They think it could be a historic linear art park. Working with international art and emerging artists in Boynton beach is a great amenity. He thought this was important with the rail station, as riders will get off and see Dewey park activated and connectivity with Hurricane Alley and the park. Images of Brickell Heights, Manor Riverwalk and others were viewed. Although this is a workforce-oriented development, they bring in class A amenities, such as a pool, fitness center, business center come to the Gallery brand. The name behind the Gallery brand because the lobby of their developments are underpinned with artistry. They provide lobby space for local and emerging artists to showcase their art at no cost. Mr. DelPozzo stated Related is an integrated organization that has an affiliated construction company, management company which allows them to save time and build efficiently to meet the needs of their partners. They committed to hire 20% to 25% local firms for this project. They have a state approved apprenticeship program. They bring in people that need training and give them jobs and a lot form long-term jobs in the industry. They have a lot of development ongoing in Palm Beach County. They built Marina Village in West Palm Beach. The team can use resources they have there and are prepared to engage a full variety of services in partnership with the CRA. The Related Urban team has a 50-person team. As soon as procured, will assigned development manager, management support, construction personnel, financial analyst and anything else they would need to move the project forward expeditiously. They are proposing a 75-year ground lease and sharing profits and developer fees through the life of the project. The project is a $72M project. If tax credits were used there would be 50% affordable units. The main part of the development is workforce housing and qualified opportunity funding. Since they have an integrated team, they can get out of the ground by the third quarter of next year. Their plan 63 workforce at 120% Boynton AMI and 80% to 120% of the Palm Beach County AMI to ensure they are integrated with the local community and can incorporate lower income levels if desired. It is a key 20 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 component to ensure they are integrated with the local community. They do not only build buildings, they build communities. For the Gallery at Dewey Park, the total benefits they offer over the life of the lease is over $110M. This is true with both the workforce and affordable housing scenario and it includes $38M in direct financial benefits in the form of cash flow split 15%, 20% of their developer fees and asset management fees with annual growth rates and a stabilization fee once they reach that point and convert to a permanent financing on the project. It bodes for a better long-term partnership with the CRA and the City. A lot of the companies here need outside management companies. They have over 15K units under manage with their in-house team. They have been servicing all of south Florida and the SE United States for over 40 years and because they have that experience levels working with different communities with different income levels and restrictions they can bring that benefit to the community. Chair Gordon opened Public Comment. Ernest Mignoli, 710 NE 71h Street, Unit 407, a homeowner since 2020, recalled some of his comments about projects, developers come in their projects and try to act like social workers and are concerned with the average person, teachers and firemen, but when looking at these developments, it is not where they live. He is starting to get to know a lot of police, city workers and employees, and most don't live here because what is being built. He reiterated what is being built for out of towners, with 1.4 parking spaces, He questioned how would two cars park in a 1.4 parking space. Developers come to Boynton with brilliant lawyers. He commented Boynton Beach will never be like what he thought it would be when he moved here. He thinks it is lost. When developers come in and take hold with City development and CRA, and when they start to bond and work together. He did not think anything they heard tonight would house 10 people from Boynton Beach, because he did not think a family would live in a one or two bedroom. All the teachers and employees have lots of kids. None of these developers will serve them. Alex Molina asked if anyone experienced when the bridge goes up for 30 minutes and traffic backs up and when the bridge goes down, traffic on Federal Highway is a mess. Parking will be a big deal. He questioned how 50K square feet of business combined with residential would be as it pertains to parking. It will be a big thing to consider, but they have to consider a lot of commercial space. They already have a lot of space on Woolbright and Las Ventanas that is still not rented. They have to find out what to do to bring business, which is parking. If they have Brightline, there are even more parking problems. For the garage, it has to be considered. He commented being a small town is what makes Boynton special. He suggested thinking 10 to 15 years in the future and looking at Las Olas and South Florida and what they go through and make the right decision. 21 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Ms. Grcevic liked the idea of keeping some of the old building, but some questions are outdated. She inquired if they asked the tenants and the community if they wanted the buildings to stay. Mr. Davis responded they have not. For a cohesive partnership, they should talk. She wished they could incorporate a more of an architectural design with the Oyer property. Ms. Skovron asked why not have three-bedroom units. Mr. DelPozzo stated it was designed for workforce housing geared to young professionals, but they can modify the plan. She asked about the rental prices for what they have listed. It was explained the price will not include what they are contemplating to have a real true affordable component was for this product. They were unsure what the CRA was looking for so they added two scenarios, but they can add that component. Twenty percent of the project could be at 50% of the AMI and have one-bedroom rents at under $800 a month and then have two and three bedrooms, and they have the experience and partners to do so. If lower rents are included, they have the same amenities. The owner takes pride in the amenities housing have affordable without sacrificing quality. Ms. Skovron asked how many parking spaces for a two-bedroom unit. Cesar Nieto, 5449 SW 86th Street, Miami, stated the project was assigned with a seven-story parking lot, and they are allowed to provide additional stories and parking. They considered the CRA needs 150 spaces for the public, but they want to discuss it further because they believe through a traffic and parking study, they can determine if parking can be shared parking because much of the public parking may not be needed overnight and perhaps he units could benefit from the spaces during certain hours and it would result in less height on the parking garage. It could be negotiated through further studies. Mr. DelPozzo stated they are open to increasing the number of spaces, but they may be able to get the same benefit through sharing. They wanted to ensure they did not create an overpowering parking structure. When they work on a project, they can quickly go through 40 or 50 iterations. They came in late in the RFP process. They did not utilize 100% of the available site. He noted two people have two properties on the west side of US 1, they are under contract, but potentially not under contract if another developer was selected. He thought they may be able to incorporate more components into the project. The cheapest one bedroom is $1,220, and the most expensive two bedroom is $2,850. Ms. Cobb grew up across the street from Libby Square. George Perez being one of the largest affordable housing developers is a plus. Boynton Beach is different, as it is a smaller own with a different feel. The design seems so large from where she lives down the street. There is already a large structure on the corner, so it may balance itself out, but she wanted to make sure they keep in mind it's a small town, and a small-town feel needs to remain with the project because it is walkable and has to stay walkable. Mr. Davis asked what level of intensity would Ms. Cobb felt would maintain the small-town feel. Ms. Cobb noted having lighted streets, safety in walking and ADA compliance, but ensuring it is user friendly especially for people who walk their pets. Mr. Davis 22 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 commented the proposer contained CPTED principals. They incorporate it in all their projects and would work with the CRA. Vice Chair Cruz liked the fact they can finance themselves. Mr. Rosemond asked about the garage time span. Mr. Nieto stated with the current design, the garage would be the first phase, they would use precast structure and they can park there. They would have to get their Certificate of Occupancy independent from the units. The timeline is in flux. Since they have an amenity stack over the garage, they have to evaluate the cost of going with a precast structure, but they can still start there. It would be a one phase project and that portion would be finished first. Ms. Kelley commented the Related Group mentioned solar power. She asked what components and what that means. It was explained they would use a variety of sustainable principals. They typically seek LEED Silver Certification, but they were making a more concerted effort of trying to raise the bar, so this is higher level of resource efficiency and conservancy. Solar panels would be one component. The proposal contains the details and how they would factor into achieving the certification. They work with energy and ADA consultants. They have a certification specialist on the development team. Chair Gordon thanked him for the presentation. Her concern is so many one bedroom units and with affordable workforce housing. Employees should live in the City. They also have senior citizens and they need to be able to be part of this and they need to be able to afford this. She agreed parking is important. There is nothing worse than living in a community and then parking and it is stolen or towed. There are a lot of factors to consider with all good ideas. The want people who live here to play here. She liked that Related is flexible and willing and able to provide some changes and have really affordable units. She is also from Miami. Boynton Beach will never be Miami or New York. Mr. Davis appreciated her comments. Those items can be addressed to hit every component she mentioned. They are flexible. They ensure before they submit for permit that everyone's input is included. They can easily combine units to best serve the community. He thought elderly residents cannot afford to live in any other community that was presented. Chair Gordon pointed out people in the community do not like tall building. Ms. Kelley asked if Related knows who they would be renting to singles, couples or families. It was explained Related would have to do more research. Their prior experience is small units are well received in urban environments. Ms. Grcevic explained it was also important to understand this is a rental community. Marina Village is privately owned condominiums and was sold as an ownership condominium. She asked if any of the projects, since they are getting saturated with rentals, could become condo conversions down the road. Mr. Davis explained they might be, but not 23 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 necessarily and they did not meet the same Code. Ms. Grcevic explained Las Ventanas was built and the developer never has condo conversion, but they sold the development. There are so many rental communities. Mr. Davis explained if depends on what the CRA and local community is looking for. If looking for flexibility, they can leave the terms flexible, but if looking to lock in affordability for a long-term and having rental, they can enter into an agreement that makes that a requirement. That is all part of a entering into a long-term ground lease, as a partner where they have to approve things as they go forward. Chair Gordon thanked Related for presentation US Construction Inc. Ms. Shutt presented The Promenade at Boynton Beach. Their-partners are from the Delray Beach and other local areas. Their project has 228 total units in an eight-story, 85-foot high building. It has 182 market rate units, 46 workforce units. There are amenities such as a public plaza, a dog park and more in the FEC right of way. There are 601 parking spaces, which 150 of them as public parking in the seven-story parking garage. There are 14 one-bedroom, one-bath studios having 520 to 705 square feet, 91 one-bedroom, one-bath units, having 765 square feet; one-bedroom, one-bath lofts having 840 to 1050 square feet; and two-bedroom; 98 two-bath units having 1,110 square feet; and, 7 three-bedroom, two-bath having 1,375 square feet. The 46 workforce housing units will be 80% to 140% of the Boynton Beach AMI. There will be 25% low income units having up to 80% AMI and 75% moderate income ranging between 80% and 120% of the AMI, which were labeled as Florida Housing Tax Credit Units There will be 2,470 square feet of retail, 955 square feet of cafe, 2,150 square feet for business one, 2,345 square feet for business two, 3,735 square feet for business three, 2,025 square feet for business four, 5,740 square feet for a restaurant, totaling 19,920 square feet for retail. Total parking is 601 spaces in a seven-story garage. This proposal does not use the Oyer property, only what the CRA offered which includes the 115 property and the 508 property that just closed last week. Dustin Salzano, Chief Financial Officer, US Construction, 1053 E. Atlantic Avenue, Delray Beach, presented The Promenade at Boynton Beach. The goal was to create an ultimate destination for people of all ages to live, work, and have fun. It would become the epicenter for living, working and dining, having attractive street frontages with coastal contemporary design. It would have public art and areas to gather and socialize. It will connect key geographical downtown intersection with a rail station, which is critical for a walkable downtown destination. The project would have 228 rentals, with 46 dedicated as affordable for low and moderate-income households. It would have 601 total parking of which 150 are available to the public. The development has nearly 20 square feet of commercial, for a cafe and retail stores and great restaurant across from Dewey. There will be office space to open a new Technology Enterprise and Development (TED) Center, which is an economic development agency that gives training workshops for career counselling 24 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 and entrepreneurship development. Mr. Salzano advised they provide construction and asset management for mixed-use and residential property with full-scale development in three primary markets. Over the last 15 years they were responsible for over $1 B of development activity comprised of 1500 total units. In the last four years, they have been responsible for over $300M of development in South Florida most in Palm Beach County. They completed the Ocean and 1625 Ocean having over 200K square feet of development. He presented John Farina, President and CEO; Abraham Katz, Senior Project Manager overseeing construction management; and Brian Petrun, Director of Construction, oversees the internal project management team. Mr. Salzano explained they knew to work with local developers with great track records, who were Howard Van Arnem properties, who built Worthing Place and Bill Morris. Ira Lubert, is an investor partner, who manages over $35B of asset management. He is an active investor in Palm Beach County and equity partner of Sundrey Village and their partner at 1625 Ocean. Bill and Harold will head up local coordination efforts for the project and ensure best in class local contractors for the project and promote and assist with the US Construction Internship and Mentoring Program. They will use award winning RLC Architects. Bruce Reich, 14 SE 4t" Street Boca Raton, has been in Boca for 13 years. Their firm designed the Villages at E. Ocean. They are in design developing with a developer coming in on that deal and they are working on the Boca Brightline Station. They started their design process with the vision statement for the CRA. The project encapsulates the CRA Mission Statement, which he read. Their proposal starts with the infrastructure and the public realm. Their key orientation is First Avenue improving it with paving, sidewalks and on-street parking making it a vehicle and pedestrian space with active units on both sides of the street. This will be throughout the development. They will improve the alley that links Federal with the park and proposing commercial space fronting the alley creating synergy with the uses. Fourth Street was proposed to be improved with pedestrian zones on the east side along building frontage with active uses and a full pedestrian zone with links to the Villages of E. Ocean to the west. There is a dog park on north corner and north of the rail station. There would be two connected buildings bisected by First Street connected by bridge to the south building with commercial and resident liners on the east side. The eight-story, 85 feet tall, having 120 residential units, both market rate and workforce housing with a variety of mixed units from studio to three bedrooms, and ground floor commercial space lining Fourth Avenue and Boynton Beach Boulevard. They will promote the required pedestrian zone on Boynton Beach Boulevard. On the south side of the site is a mixed- use building having 601 parking spaces of which 150 are public parking spaces. There is a grocer on the ground floor fronting Federal Highway, First Avenue and the alley. In the southwest corner is a restaurant with a small plaza as an extension will relate to a future train station and park. Multi modal amenities are contained in the proposal including EVC stations, long-term and short-term bike parking, shared bike parking station and last mile vehicle stops. There's an existing bus stops on Federal Highway 25 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 by the project's main entrance that will be connected to the development as well. The development will create a sense of place. The development budget was reviewed A $100M of investment will be required. There will be a construction loan for $69M, and they included a commitment letter from Madison Realty Capital, an active South Florida real estate lender. Their construction Lender at 1625 Ocean have issued a commitment to provide the debt financing. There is a limited partner equity fir $23M, Ira Lupert is their equity partner and an active opportunity zone investor equity. US Construction will invest $2.5M and they are looking for $6M from the Boynton Beach CRA Credits in the form of land and impact fee credits. A more detailed development budget was viewed showing soft and hard costs. They have a design that can practically and economically be built. The development has 228 units. Forty-six units will be dedicated workforce housing reserved for low and moderate-income households. With affordable and market rate rents, they have a blended rent per square foot of$2.41. The reviewed the local market and retail rent which are $29, but theirs will be $24 per square foot which is reasonable. They thought, with a tenant like the TED Center, it would provide flexibility in the proforma to offer subsidies and occupy the retail space faster. The Annual Cash Flow Projection was reviewed, because it is located in a qualified Opportunity zone, they will develop and stabilize the project and it will be a long-term portfolio asset. They were asking the CRA for a CRA land contribution of CRA parcels of $3.9M, impact fees of$2.15M and 90% of TIF be abated and rebated back to the development for 10 years. The US Construction Internship and Mentoring Program teaches students or young professionals and teach them about real estate development, construction and property management. They are involved in real projects and assignments. He and the CEO are personally involved with the program and do a lot of one-on-one mentoring. They want to roll out the same program and tie it to the Promenade at Boynton Beach. Bill Van Arnum stated in 2020 he, Mike Simon, Sunny Van Arnum and Juan Casado thought the site was a wonderful opportunity for the downtown. They are here and they made an unsolicited offer to the CRA. The CRA opened it to the public and there are good proposals. The foundation was in Delray in Worthing Place, which is a public private project with a $9 million garage before they build Worthing Place, like Dewey Park. They have a unique partnership and a strong group that care about this town. Chair Gordon opened Public Comment. Ernest Mignoli, 710 NW 7t" Street, Unit 407, stated this developer received five more minutes to make his presentation as staff did not start the clock on time. He advised the presenter spoke for 30 minutes. Ms. Shutt clarified all the presenters receive 30 minutes total and the clock is started after they make their introductions. Mr. Mignoli hoped thousands of people who listen. He explained what a CRA ,is when a town gets involved in eminent domain which is happening all over the east coast. He noted the last presenter wants land and tax abatements. He commented the CRA gives them 26 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 land and streets and everything and when they talk, it sounds like they are helping Boynton Beach. Mr. Mignoli explained everyone here is from Delray, Broward or Dade County, or New York City. He explained, the Mayor has created this dynasty to convert Boynton into Delray, and Mr. Mignoli was thankful the Mayor's term would be over in March. He thought maybe some of the people on the Commission would not get elected as they are part of a movement that is destroying Boynton Beach. Everyone is frustrated. He thought the City was doing nothing for kids or the people that live here and everything for multi-millionaires. He suggested developers ruin somewhere else and leave Boynton alone. He thanked God for when the mayor would gone. No one else coming forward, Public Comment was closed. Ms. Shutt noted the CRAs Financial Analyst, Mr. Abramson, was present virtually. Barry Abramson had a number of questions. He noted many of the questions are technical and he will follow up in the next day or two with the proposers via email, so they can provide a response that will be well considered. Mr. Abramson asked Affiliated how much of the $125M fund is committed or subject to the current proposal and learned only $17M was dedicated. Nick Roe, 528 Greenway Drive, North Palm Beach, there was plenty of equity left for the project. He asked, regarding the Banyan Hub project, how long the income restricted units would stay restricted. It was explained the program proposed restricting the units for 20 years. If using the County exchange program to increase the percentage of workforce housing units, it would be for 30 years. Mr. Abramson asked Hyperion also how long will the income restricted unit remain restricted and would follow up with them. Mr. Abramson noted the Related proposal went on a couple of tracks, in the body of the proposal had a development budget, cash flow and unit mix income levels, that related to market and workforce housing project and the power point had a development budget that was based on a more affordable tax credit deal. They said they are flexibility, but he asked if they could take one as a core proposal and is that workforce housing and mixed market rate workforce that is in the body of the proposal. Mr. Roe commented it was important to understand what the community is looking for and it sounds like affordable. They would like to go with the affordable project that includes workforce and market rate to be completely mixed income. Mr. Abramson will follow up with them about the unit mix. He also noted the proposal talked about helping to preserve and restore the Oyer buildings. There is $1.25M in the budget for a linear park and preservation of the Oyer property. Mr. Abramson asked if they were going to purchase property or if it was a contribution.. Nick stated it was a contribution they are 27 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 making but not acquiring the property. Mr. Abramson stated he will follow up about the alternate proposal terms. Mr. Abramson noted US Construction has a lot of fire power on the development entity, Van Arnum is the local development coordination, and S Coast property is a project advisor. He wanted to know who is doing what. Who is, operationally, going to be the developer of the project. Dustin Salzano responded US Construction will be the developer of the project. Their partnerships with Bill and Harold are because they have local expertise and knowledge. They have built and developed many successful mixed- use developments in the County. They are familiar with this particular project. They were interested in the property before the RFP was created. They are an incredible resource and will be of great assistance. They have a good relationship with local contractors. The local coordination efforts are why they are valued team members. Mr. Abramson asked about the income restricted units and how long the restriction will stay in place and learned they will be there for perpetuity. Mr. Abramson stated he will have extensive questions for the respondents over the next few days. Ms. Shutt read the five criteria the members should look for in the selection process. They need a numerical ranking; the first choice is one and the worst is five. The proposer with the lowest score will be more favorable and they will forward to the CRA. she noted the CRA is not obligated to select or negotiate with the respondent who proposes the highest financial return to the CRA It is a balance of a cost benefit for the selection process. Ms. Grcevic questioned US Construction with the dog park, because it is so close the tracks, if there will there be fencing to prevent dogs and kids from chasing the trains and learned they would. She asked how they came up with the name of the Promenade. He noted Promenade Park was a successful CRA name. It is a concept name they thought worked appropriately here. The name would define Boynton Beach. Ms. Grcevic noted the Casa Costa project was formerly known as the Promenade and thought it could have negative connotations. She suggested Dewey Park. Ms. Shutt thanked everyone, they made a mundane task very exciting for them. Chair Gordon thanked all for their presentation and for trying to make Boynton Beach better. Ms. Shutt explained how the ranking would proceed. Ms. Shutt announced the lowest total score is the highest ranked respondent. Chair Gordon announced the lowest total score and the Board's recommendation to the Board, Related Urban Development Group LLC, received 13 points. The next total lowest score was Affiliated Development LLC at 14 points. US Aide Construction Inc., and E21- RE Solutions LLC, both received 23 points. Hyperion LLC received the highest score with 32 points. Ms. Shutt explained the respondents have the opportunity to make their presentation before the CRA Board These rankings will be forwarded to the 28 Meeting Minutes CRA Advisory Board Boynton Beach, Florida November 4, 2021 Board who can use them in conjunction with the presentation when heard at the meeting on November 30tH 9. CRA Board Items for CRA Advisory Board Review and Recommendations A. Old Business B. New Business 1. 2022 CRA Advisory Board Meeting Dates Chair Gordon reviewed the meeting dates are held on the first Thursday of every month at 6:30 p.m., as follows: January 6th, February 3rd, March 3rd , April 7th, May 5th, June 2nd, July 7th, August 4th, September 16t, October 6th, November 3rd, and December 1St The next meeting is December 2nd. Chair Gordon requested a motion to approve the new CRAAB schedule. Motion Ms. Skovron so moved. Ms. Kelley seconded the motion. The motion passed unanimously. 10. Future Agenda Items - None 11. Adjournment Motion Ms. Cobb moved to adjourn. Ms. Grcevic seconded the motion. The motion passed unanimously. The meeting was adjourned at 10:58 p.m. Catherine Cherry Minutes Specialist 29 BOYNTO mommBEACHCC d CRA BOARD M EETING OF: March 9, 2022 CRAADVISORY BOARD AGENDAITEM: 11.13. SUBJECT: CRA Advisory Board Meeting Minutes - February 3, 2022 SUMMARY: See attached minutes. CRAAB RECOMMENDATION: Approved February 3, 2022 CRAAdvisory Board meeting minutes. ATTACHMENTS: Description February 3, 2022 CRAAdvisory Board Meeting Minutes MINUTES COMMUNITY REDEVELOPMENT AGENCY ADVISORY BOARD 100 E. OCEAN AVENUE, BOYNTON BEACH, FLORIDA THURSDAY, FEBRUARY 3, 2022, 6:30 P.M. PRESENT: Sharon Grcevic Thuy Shutt, CRA Executive Director Yvonne Skovron Timothy Tack, CRA Asst. Director Aimee Kelley Theresa Utterback, CRA Dev. Manager Naomi Cobb Vicki Curfman, Admin. Assistant Joe Josemond Tara Duhy, Board Counsel Angela Cruz, Vice Chair(arrived at 6:34 p.m.) Jennifer Oh, Prototype-Inc. Golene Gordon, Chair 1. Call to Order Chair Gordon welcomed all to the meeting and called the meeting to order at 6:32 p.m. 2. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 3. Roll Call Roll was called. A quorum was present. 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda—None. B. Adoption of Agenda MOTION Motion made by Ms. Grcevic, seconded by Ms. Cobb, to approve the agenda. In a voice vote, the motion passed unanimously. (7-0) 5. Information Only—None. 6. Public Comment Ernest Mignoli, 710 NE 7th Street, also known as Harbor Hall Inlet Club 1. The development was built 46 years ago and is sinking; it is probably as bad as the Surfside building that collapsed, and they cannot get Meeting Minutes Community Redevelopment Agency Advisory Board Page 2 February 3, 2022 anyone from the City to write it up and get an Engineering report. The issue in Boynton Beach is the same as Surfside. Ms. Shutt introduced and welcomed their new Assistant Director, Timothy Tack, who is a professional Engineer. He has worked in the Redevelopment field over ten years and in government over 15 years. He also worked at the Delray Beach CRA. 7. Consent A. Approval of CRA Advisory Board Meeting Minutes -November 4, 2021 MOTION Motion made by Ms. Cobb, seconded by Mr. Josemond, to approve the November 4, 2021 Minutes. In a voice vote, the motion passed unanimously. (7-0) 8. Assignments A. Pending Assignments 1. Review of Commercial Properties within the CRA Area Thuy Shutt, CRA Executive Director, explained the assignment was for this Board to look at five available properties and put them into three categories; presumed now as a land banking opportunity, presumed future date, or if it does not fit in the CRA mission. Direction was given not to consider the costs, only the property, and have discussion. The results of this meeting will be forwarded to the CRA Board at the March 9, 2021 meeting for consideration. Ms. Shutt reported that the property located at 1213 NW 4th Street is a convenience store and a non- conforming use in the R-2 Zoning District. The property is being offered at$400,000. It is under chronic nuisance review, which is a property where the owner or person responsible fails to make corrective actions, resulting in the life, quality, safety, and health of the community. There should be some pattern for repeated calls for services. This is one of those properties in which the CRA feels is a mission to eliminate slum and blight, as there are blighted conditions. There is a property owner and a tenant, so the property owner may not be the cause of this, it might be activities going on and failure to run best management practice on the site to prevent these types of uses or it could be external causes causing the nuisances to come about. Chair Gordon commented that the property almost has a 20-year lease. Ms. Skovron mentioned zoning. She did not feel the CRA District, as a community, would benefit from a store because it is in the back. Ms. Shutt stated the property will have to be rezoned because it is a non-conforming use, which means it is Commercial in a Residential Land Use. The R-2 is the Zoning District, so it is Residential Duplex, which is what would be allowed. Staff would be looking to the CRA Board for direction if they were to Meeting Minutes Community Redevelopment Agency Advisory Board Page 3 February 3, 2022 purchase the property under the right condition and at the right price; they would probably look at redevelopment to single-family or duplex, or Residential Use. Ms. Grcevic questioned how long the Business License has been in effect without interruption. Ms. Shutt replied probably since it was created or built; there has been continuous use. Ms. Grcevic asked how they could take something from someone who has a lease until 2040 and the license has never been interrupted. Ms. Shutt indicated that would be coordinated as they are doing their due diligence. The CRA staff would not recommend the Board purchase the property with the tenant; they would have to inherit a lot of issues. Chair Gordon questioned if the CRA can buy the tenant out. Ms. Shutt commented that they have not had that discussion with the owner. As they do their due diligence, they can see what their options are and it is up to the property owner to deal with the contractual obligation with the tenant,it is not something the CRA would be able to do. They can always negotiate with the CRA and the CRA Board Attorney, but this would meet the CRA mission in terms of eliminating slum and blight if the site were to be redeveloped. Ms. Grcevic asked if anyone is keeping an eye on the Business Tax to make sure they are not falling behind. Ms. Shutt stated it is monitored by the City Code, as well as Police and Fire since there is a pattern. Ms. Kelley questioned if there are liens on the property. Ms. Shutt thought as part of the chronic nuisance, there may be some liens. The Code allows the City to identify certain things it can mitigate as blighted conditions and then they enter an agreement through the Special Magistrate, who has the authority to enforce it, and the City has the authority to clean up whatever is needed and charge the property owner. Liens can be worked out or pursued on the property if things do not get corrected timely. Mr. Josemond asked if the CRA should get involved since this is business/entrepreneur related. Ms. Shutt understood several businesses have been coming in and apparently the bad elements take over. Chair Gordon questioned if the City acquired the property if any investor/entrepreneur can come in the future and build. Ms. Shutt advised the CRA could explore possibilities of what to do with the building, but it is non- conforming and does not meet setback and parking standards, so it is limited in what can be done with the Meeting Minutes Community Redevelopment Agency Advisory Board Page 4 February 3, 2022 structure and use. Normal maintenance and repairs can continue, but it cannot expand; it needs to meet Code if there are a lot of substantial improvements. The property should be Residential. Ms. Cobb commented if there is a property in the area that needs CRA assistance, this is the property. Vice Chair Cruz stated the property is not safe and it is creating issues for the City; something should be done about it. Chair Gordon thought they should pursue now as a land banking opportunity if they can get it without the tenants. Ms. Shutt stated they can make sure when they speak to the Attorney that he looks into and verifies that if they do pursue the property, it is under the condition they are not going to be dealing with the tenants. MOTION Motion was made by Ms. Cobb, seconded by Ms. Cruz, that the property located at 1213 NW 4th Street be pursued as a land banking opportunity. In a voice vote, the motion passed unanimously. (7-0) Ms. Shutt advised the property located at 2821 South Federal Highway is currently a hotel with 140 units that is being offered at$9.1 million. Many improvements need to be done, interior as well as exterior, and it is on 2.89 acres. This meets the CRA mission for redevelopment and the elimination of slum and blight. This property is a chronic nuisance. Ms. Skovron questioned if there is a height restriction. Ms. Shutt stated there was conversation about converting this to multi-family, but it would require Planning and Zoning changes because it is zoned for Commercial. Ms. Grcevic asked if there has been any interest in purchasing and redeveloping the property. Ms. Shutt indicated they have had discussions with some contractor purchasers and the valuation is that it would be cost prohibitive to buy the property for $9.1 million and then demolish it. They could submit Building permits and update the structure, which would probably be the best and quickest scenario to turn it over and start collecting revenue. They have heard some people would like to keep the property, but they have to look at the price versus what has to be put into it. Since the asking price is so high, there could be something recommended to the CRA Board should the property be sold to a new owner. A recommendation could also be to the Board to allocate funding to work with the new owner to make sure the property can be redeveloped in the right way and assistance in kind, or they can try to connect them with any available resources. They hate to offer anything if they do not know who the owner is. Ms. Skovron mentioned tax income. Meeting Minutes Community Redevelopment Agency Advisory Board Page 5 February 3, 2022 Ms. Shutt stated at the time of acquisition, the buyer will have to do lien searches, etc. to make sure everything is current. Ms. Grcevic asked if the taxes are current and Ms. Shutt replied as far as they know, everything is current. Chair Gordon questioned if the property was appraised, but Ms. Shutt did not know. Ms. Cobb mentioned that for her, this is one of the missions of the CRA and this is a blighted property and what has happened in that property over a number of years has affected lives and has cost our City resources in terms of Emergency and Police Services, and it meets the definition. Mr. Josemond commented that the price is too much. Ms. Kelley stated the property needs to go; it is not something the CRA could handle at this point. Maybe the category should be in the future; it is something the area needs to work on, but where it is now is out of the realm of possibility. It should never be off the table to get rid of the slum and blight within the City; it needs to be pursued. Ms. Grcevic expressed concern if the property is removed where the trouble will go. Ms. Shutt advised one of the suggestions is to recommend working with the new owners if the CRA wishes to pursue the property at a later date; that way whatever grant incentives the CRA might have, such as exterior improvements, they know someone actually owns it and they can work with the entity versus trying to pursue the property themselves. Chair Gordon thought they should purchase the property at a future date, that way the price would go down as well. MOTION Motion was made by Ms. Skovron, seconded by Vice Chair Cruz, for the property located at 2821 South Federal Highway to be pursued at a future date. In a roll call vote, the motion passed with Ms. Cobb and Mr. Josemond in opposition. (5-2) Ayes: Grcevic, Skovron, Kelley, Cruz, Gordon Nays: Cobb, Josemond Ms. Shutt stated the property located at 1111 South Federal Highway is a gas station. The property is approximately .35 acres, it is a vacant site, and is C-4 Zoning that can be used as General Commercial, with a maximum height of 45 feet. Ms. Cobb commented that the Senior Center is across the street from this property. Meeting Minutes Community Redevelopment Agency Advisory Board Page 6 February 3, 2022 Chair Gordon mentioned the property is small and asked if it is for sale. Ms. Shutt replied the property is for sale. Chair Gordon noted the property is for sale for $1 million. Ms. Skovron questioned if this meets the CRA mission. Chair Gordon did not believe this fits the CRA mission and the Board concurred. MOTION Motion was made by Ms. Grcevic, seconded by Ms. Kelley, that the property located at 1111 South Federal Highway does not meet the CRA mission. In a voice vote, the motion passed unanimously. (7-0) Ms. Shutt indicated the property is located at 1310 North Federal Highway and noted it does not meet the CRA mission. Chair Gordon did not think the property meets the CRA mission and the Board agreed. MOTION Motion was made by Ms. Kelley, seconded by Mr. Josemond, that the property located at 1310 North Federal Highway does not meet the CRA criteria for acquiring the property. In a voice vote, the motion passed unanimously. (7-0) Ms. Shutt advised the property located at 812 North Federal Highway is currently a restaurant, approximately 3,128 square feet, on .35 acres, and the sale price is $999,000. Ms. Grcevic commented this is a little standalone business. Ms. Shutt advised the property is a viable Commercial use, but it is probably not a priority for the CRA to look at. Chair Gordon did not think this fits the CRA mission. MOTION Motion was made by Ms. Skovron, seconded by Ms. Kelley,that the property located at 812 North Federal Highway does not meet the CRA mission. In a voice vote, the motion passed unanimously. (7-0) B. Reports on Pending Assignments—None. C.New Assignments—None. Meeting Minutes Community Redevelopment Agency Advisory Board Page 7 February 3, 2022 9. CRA Board Items for CRA Advisory Board Review and Recommendations A. Old Business —None. B. New Business —None. 10. Future Agenda Items Ms. Shutt indicated that as properties come up, they will make sure they are brought to the Board's attention. 11. Adjournment There being no further business to discuss, Chair Gordon adjourned the meeting at 7:24 p.m. [Minutes transcribed by C. Guifarro, Prototype, Inc.] BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 REPORTS ON PENDING ASSIGNMENTS AGENDAITEM: D.1. SUBJECT: Review of Commercial Properties within the CRA Area SUMMARY: At the February 3, 2022 meeting, the CRA Advisory Board was assigned the task of identifying available properties located within key commercial and light industrial areas of the CRA. CRA staff provided the CRAAB with a list of properties found on Costar/LoopNet and the Multiple Listing Service that are being marketed as "for sale." The CRA Board's assignment involves the CRAAB performing research and analysis on these properties. The goal of the assignment is to have the CRAAB provide a priority list of properties or recommendations on whether or not to pursue possible acquisition based on available funding. All land assemblages for future redevelopment shall be in furtherance of the 2016 Boynton Beach Community Redevelopment Plan. Of the properties for sale (see Attachment 1), CRAAB categorized them as one of the following options: • Pursue now as a land banking opportunity; or • Pursue at a future time to be determined by the CRA Board; or • Do not pursue because it does not fit the CRA mission. FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their February 3, 2022 meeting, the CRA Advisory Board made the following recommendations: Pursue Now as a pursue at a Future Does not Fit the Property Address Land Banking Date CRA M ission Opportunity 812 N. Federal X Highway 1310 N. Federal X Highway 1111 S. Federal X Highway 2821 S. Federal X Highway 1213 NW 41h Street X CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I -812 N. Federal Highway Property Info D Attachment II - 1310 N. Federal Highway Property Info D Attachment III - 1111 S. Federal Highway Property Info D Attachment IV -2821 S. Federal Highway Property Info D Attachment V - 1213 NW 4th Street Property Info 1/12/22,2:21 PM 812 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.com LoopNet- (� Help < > CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 812 N Federal Hwy 3,128 SF 100% Leased Retail Building Boynton Beach, FL $999,000 ($319/SF) Restaurants Florida Boynton Beach 812 lyl Federal Hwy, Boynton Beach, FL 33435 C ry "-'4t- 0-0 A EXECUTIVE SUMMARY LOCATION LOCATION LOCATION! https://www.loopnet.com/Listing/812-N-Federal-Hwy-Boynton-Beach-FL/24734666/ 1/6 1/12/22,2:21 PM 812 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 812 N Federal Hwy 3,128 SF 100% Leased Retail Building Boynton Beach, FL $999,000 ($319/SF) Sale Type Investment Property Type Retail Property Subtype Restaurant Building Size 3,128 SF Building Class C Year Built 1956 Price $999,000 Price Per SF $319 Percent Leased 100% Tenancy Multiple Building Height 1 Story Building FAR 0.21 Land Acres 0.35 AC Zoning C-4 Parking 12 Spaces (3.84 Spaces per 1,000 SF Leased) Frontage 79 FT on N Federal Hwy Opportunity Zone Yes Oi AMENITIES https://www.loopnet.com/Listing/812-N-Federal-Hwy-Boynton-Beach-FL/24734666/ 2/6 1/12/22,2:21 PM 812 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 812 N Federal Hwy 3,128 SF 100% Leased Retail Building Boynton Beach, FL $999,000 ($319/SF) M a 4, Boynton la 4111B aach Sun valkw rr Brirly G,, 1 f Gulf Strezim + 31 D r i �z'3 R o zi d High Paint r DOray Bea(,h Aerial Map data @2022 Google TRANSPORTATION Q COMMUTER RAIL Boynton Beach Commuter Rail (Tri-County Commuter) 7 min drive 2.5 mi RTAFp Lake Worth Commuter Rail (Tri-County Commuter) 13 min drive 6.9 mi RTAFp https://www.loopnet.com/Listing/812-N-Federal-Hwy-Boynton-Beach-FL/24734666/ 3/6 1/12/22,2:31 PM 1310 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.com LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1310 N Federal Hwy 4,840 SF Vacant Retail Building Boynton Beach, FL $899,000 ($186/SF) Mixed Use Properties Florida Boynton Beach 1310 N Federal Hwy, Boynton Beach, FL 33435 ................. ............ 16 Q, A "0 N 0", ? 11 N\ EXECUTIVE SUMMARY 1310 N. Federal Highway consists of a 4840 sq. ft. structure, prior use was a MPF The N Keyes IL Company https://www.loopnet.com/Listing/l 31 O-N-Federal-Hwy-Boynton-Beach-FL/24115973/ 1/6 1/12/22,2:31 PM 1310 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1310 N Federal Hwy 4,840 SF Vacant Retail Building Boynton Beach, FL $899,000 ($186/SF) ATTACHMENTS 1310 N. Federal Hwy Plan I 1310 N. Federal Hwy Plan 2 1310 N. Federal Hwy Plan 3 1310 N. Federal Hwy Plan 4 PROPERTY FACTS Sale Type Investment or Owner User Sale Conditions Ground Lease (Leased Fee) Property Type Retail Property Subtype Storefront Retail/Office Building Size 4,840 SF Building Class B Year Built 1979 Price $899,000 Price Per SF $186 Percent Leased Vacant Ri iilAinri ".mirik+ 1 S+r%rxl mpF The § Keyes I L. Company https://www.loopnet.com/Listing/l 31 O-N-Federal-Hwy-Boynton-Beach-FL/24115973/ 2/6 1/12/22,2:31 PM 1310 N Federal Hwy, Boynton Beach, FL 33435-Retail for Sale I LoopNet.com LoopNet- j� Hell CoStar°' See all info for this listing. Your CoStarmembership gives you exclusive access to full information about this listing. 1310 N Federal Hwy 4,840 SF Vacant Retail Building Boynton Beach, FL $899,000 ($186/SF) AMENITIES Fenced Lot Signage AERIAL MAP TRAFFIC I �. rSi( ✓ ✓t t t ",' IZMIR ��r� af' '✓}�Sr}{l tr�!}{Yt��✓t�1r7(c>����✓fly � � �'^ �`" �✓. 1 r S� .„a�t s t=r r`� dry ;" =xc�-; _�! � ✓ _� 5 Sf r u ; l.✓5u.�". v r � b i R J �N; e 1✓t S =a -s�-' x ,t:s .mak. � � � �R�yt.�l\1� Y t� ��„ k�. f I � •t L g�t, t Ag, ✓ : t ms's IT 4 T� `,�'��"� ' r�� '�" � ., ,` 'b�`t ,` i „, :«" � Y�,l tk, ,r� .. nth.�ti � „a...�. t'��. �a�:„ ✓ ., � :n�i r t .�;5""?�`;t-_ .; The Keyes ✓, i Company https://www.loopnet.com/Listing/1310-N-Federal-Hwy-Boynton-Beach-FL/24115973/ 3/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL Commercial Land Florida Boynton each 1111 S Federal Hwy, Boynton Beach, FL 33435 to P-771si "N 'j INVESTMENT HIGHLIGHTS r' _-4. ,/:_:L-1:4. . Indiantown —4. X/:—:L—1:4— Indiantown Realty Corp. https://www.loopnet.com/Listing/l 111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 1/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.corn LoopNet- (� Help < > CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL Property Type Land Opportunity No Zone 1 LOT AVAILABLE Lot Price $1,000,000 Lot Size 0.35 AC Price Per AC $2,857,143 The property is on a hard corner! Vacant land with excellent visibility from Federal Hwy. Full access to the site from all directions of traffic. DESCRIPTION The property is on a hard corner! Vacant land with excellent visibility from Federal Hwy. Full access to the site from all directions of traffic. C-3 Zoning allows for Retail, Office, Fast Food, General Freestanding, Restaurant, Storefront, Strip Center with great visibility. Some notable national retailers in the area include Panera Bread, Smash Burger, Publix, Tropical Smoothie, PNC Bank, Wells Fargo, and many others. Also, two new apartment complexes on Federal Highway. Indiantown Realty Corp. https://www.loopnet.com/Listing/l 111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 2/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.corn LoopNet- (� Help < > CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL Xk' TRANSPORTATION Q COMMUTER RAIL Boynton Beach Commuter Rail (Tri-County Commuter) 9 min drive 4.1 mi RTAFp Delray Beach Commuter Rail (Tri-County Commuter) 10 min drive 5.8 mi RTAFp + AIRPORT Indiantown Realty Corp. https://www.loopnet.com/Listing/l 111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 3/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.com LoopNet- j� Hell CoStar°' See all info for this listing. Your CoStar' membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL ZONING Zoning Coe C3 YOU MAY ALSO LIKE Address: 1111 S Federal Hwy, Boynton Beach, FL More public record information on 1111 S Federal Hwy, Boynton Beach, FL 33435 The Outer Boynton Beach Land Property at 1111 S Federal Hwy, Boynton Beach, FL 33435 is currently available, Contact Inclianto n Realty Corp, for more information. LAND PROPERTIES IN NEARBY NEIGHBORHOODS Downtown Delray Beach Commercial Land SOSA Commercial Land Hope_Commercial Land_ Indiantown Realty Corp. https://www.loopnet.com/Listing/1111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 4/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL Suncrest Ridge Commercial Land Palm Springs Village Commercial Land Ocean Breeze Commercial Land Whispering Palms Commercial Land Genesis Commercial Land NEARBY LISTINGS 206 SE 2nd St, Delray Beach FL 4170 Manor Forest Blvd, Boynton Beach FL 12770 S Military Trl, Boynton Beach FL 1010 Tamarind Rd, Delray Beach FL 190 SE 2nd Ave, Delray Beach FL 3025 N Federal Hwy, Delray Beach FL 641 NE 6th Ave, Boynton Beach FL 4020 S Ocean Blvd, Lantana FL 4594 133rd Rd, Delray Beach FL 180 Congress Park Dr, Delray Beach FL 101 SE 1st St, Delray Beach FL 2519 Hypoluxo Rd, Lantana FL 2508 N Federal Hwy, Boynton Beach FL 502 NW 13th Ave, Boynton Beach FL 134 SE 1st Ave, Delray Beach FL Indiantown Realty Corp. https://www.loopnet.com/Listing/l 111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 5/6 1/24/22,8:25 AM 1111 S Federal Hwy, Boynton Beach, FL 33435-Land for Sale I LoopNet.corn LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 1111 S Federal Hwy 0.35 Acres of Commercial Land Offered at $1,000,000 in Boynton Beach, FL 000 (D 2022 CoStar Group Indiantown Realty Corp. https://www.loopnet.com/Listing/l 111-S-Federal-Hwy-Boynton-Beach-FL/24868895/ 6/6 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- (� Help < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL Hotels Florida Boynton each 2821 S Federal Hwy, Boynton Beach, FL 33435 I"a"'O "A ......... ..... k'Y' to INVESTMENT HIGHLIGHTS https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/1 9786369/ 1/7 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet (� Help < > CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL Park View Realty is pleased to offer for sale this 104 unit EXTENDED STAY operating hotel and rental property. Sited on 2.98 +/- acres of land with approximately 455 feet of frontage on S Federal Highway, this property offers a new owner the opportunity to flag the hotel with a new brand or redevelop the property for a variety of uses including hotel, multifamily rental, condominium, and retail. There are a total of four buildings, all exterior corridor walk-up, with a variety of room configurations in each building. Additionally, the original site plan approvals called for two more buildings on the southeast portion of the site (which were never constructed), which may provide an upside opportunity for a new owner. The location of this property is prime - just 1.2 miles to the beaches, and 1.4 miles off of Interstate 95 and close to all major shopping, retail and restaurants. Four (4) Buildings on the property with 104 total units -"A:' Building - 18 regular rooms, 200 sq. ft. each. Each room has a separate sink other than the bathroom sink and a small refrigerator. -"B" building - 30 rooms in total of which 17 rooms are onebedrooms suites that are 475 sq. ft. and have a bedroom, living room, and kitchen with stove. The other 12 rooms are regular 200 sq. ft. that have a separate sink other than the bathroom sink. (One additional unit in this building used for housekeeping storage) -"C" building - 27 rooms in total of which 8 rooms are onebedrooms suites that are 475 sq. ft. and have a bedroom, living room, and kitchen with stove. The other 19 rooms in the C Building are regular, 200 sq. ft. rooms that have a separate sink I A I I https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/1 9786369/ 2/7 1/24/22,3:02 PIVI 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- (� HeIp < CoStar See all info for this listing. Z Your CoStar membership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL 2821 S Federal E-Brochure PROPERTY FACTS Price $9,100,000 Building Size 36,511 SF Price Per Room $87,500 No. Rooms 104 Sale Type Investment No. Stories 3 Sale Conditions Redevelopment Year Built 1990 Project Property Type Hospitality Tenancy Single Property Subtype Hotel Parking Ratio 3.69/11000 SF Building Class B Corridor Exterior Lot Size 2.89 AC Opportunity No Zone AMENITIES Balcony Pool ROOM MIX INFORMATION DESCRIPTION NO. ROOMS DAILY RATE SF Suite 30 $84.00 https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/1 9786369/ 3/7 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- j� Hell CoStar°' See all info for this listing. Your CoStarmembership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL n n i \ � 1 h \ 1�'41t �° ftptptl ,+� ` t A m tf \ I ti �+ �w e u, TRANSPORTATION Q COMMUTER RAIL Boynton Beach Commuter Rail (Tri-County Commuter) 11 min drive 4.8 mi RTA Fp Delray Beach Commuter Rail (Tri-County Commuter) 13 min drive 6.5 mi RTA Fp https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/19786369/ 4/7 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- j� Hell CoStar°' See all info for this listing. Your CoStar' membership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL Number 5110 Assessment Land $1,395,368 Total Assessment $3,209,000 Assessment ZONING Zoning Coe C3,Boynton Beach YOU MAY ALSO LIKE Address: 2821 S Federal Hwy, Baynton Beach, FL More public record information on 2621 S Federal Hwy, Boynton Beach, FL 33435 The Outer Boynton Beach Hospitality Property at 2821 S Federal Hwy, Boynton Beach, Fl- 33435 L33435 is currently available, Contact Fork View Realty for more information, https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/19786369/ 5/7 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- (� Help < > CoStar See all info for this listing. lt.x Z Your CoStar membership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL Downtown Delray Beach Hotels Renaissance Commons Hotels Quantum Park at Boynton Beach Hotels Meadows Hotels Lantana Pines Hotels Suncrest Ridge Hotels Palm Springs Village Hotels Ocean Breeze Hotels The LoopNet service and information provided therein, while believed to be accurate, are provided "as is". LoopNet disclaims any and all representations, warranties, or guarantees of any kind. https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/1 9786369/ 6/7 1/24/22,3:02 PM 2821 S Federal Hwy, Boynton Beach, FL 33435-Homing Inn I LoopNet.com LoopNet- j� Hell CoStar°' See all info for this listing. Your CoStarmembership gives you exclusive access to full information about this listing. 2821 S Federal Hwy - Homing Inn 36,511 SF Hospitality Building Offered at $9,100,000 in Boynton Beach, FL https://www.loopnet.com/Listing/2821-S-Federal-Hwy-Boynton-Beach-FL/19786369/ 7/7 1/27/22, 1:18 PM flexmis Comm/Industry Customer Report 1213 NW 4th Street,Boynton Beach,FL 33435 List Price:$400,000 List RX- Status: Active Original List 400,000 Number: 10770608 Property Desc: Convenience Food Price: Area: 4330 Mkt List Price: 400,000 ,t Geo Area: PB12 Parcel ID: 08434521140003960 Waterfront: No County: Palm Beach Multiple Ofrs Yes Zoning: R2 For Sale: Yes Acptd: For Lease: No , ��llj��ti 4f3� Subdivision: CHERRY HILLS Property Desc:Convenience Food Mkt Legal Desc:CHERRY HILLS LTS 396&397(LESS N ELY CORNER FOR RD RAN) s � Virtual Tour: Click to View Virtual Tour io � `. Year Built: 1959 RE Taxes:5,003.67 Miles to Expressway: Built Desc: Resale Tax Year:2021 Miles to Beach: Tot Bldg SgFt: 1,452 SgFt Source:Tax Rolls Type: Retail Total Units: 1 #of Stories: 1 Acres:0.11 Baths-#Toilets: 1 #of Meters: % Air Conditioned: 100 Ann Assoc/Condo Dues: Directions:Site is located on the southwest corner of NW 4th Street and NW 12th Avenue in Boynton Beach, Florida Avail Docs: None Possession:At Closing Avail Info: None Roof: Flat Tile Cooling:Central Sale Includes: Building and Land Flooring: Concrete;Vinyl Floor Type of Building: Free Standing; Income; Retail Lease: None Tenant Pays:Common Area Maint., Electric,Sewer,Water Heating:Central Terms Considered:Cash; Conventional Location: Utilities: Electric, Public Water Land Income: Use: Retail Fire Protect:Smoke Detector Days On Market:9 Sold Price: Sold Price Sqft: Terms of Sale: Sold Date: Public Remarks:GREAT INVESTMENT OPPORTUNITY!Very busy convenience store surrounded by residential neighborhood.The business has been operating for 63 years and has established a clientele.Open 7 days a week from 7 A.M.to 11 P.M. Property is fenced in on the south and west side of the building. Replaced roof in 2020. Business and inventory not included in sale. PLEASE DO NOT DISTURB THE TENANT. Melvin Michael Wimbush Atlantic Florida Properties Inc 4455 Military Trail,#100 Jupiter, FL 33458 561-222-9247 bush0777@icioud.co License#:584728 1/27/22, 1:18 PM flexmis �t h i � a- }1"z42}1l4E, st� r — i- i S r _ � ffi,t(1ii9�4 f i, y 1/27/22, 1:18 PM flexmis 101 r t 0, r dill,' 4 I r z r , ,AN" ya f� Information is deemed to be reliable,but is not guaranteed.©2022 MLS and FIBS. Prepared by Melvin Michael Wimbush on Thursday,January 27,2022 1:14 PM.The information on this sheet has been made available by the MLS and may not be the listing of the provider. BOYNTO mommBEACHCC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.A. SUBJECT: Approval of CRA Special Board Meeting Minutes - November 30, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the November 30, 2021, CRA Special Board Meeting Minutes ATTACHMENTS: Description Attachment I - November 30, 2021 CRA Special Meeting Minutes Minutes of the Special Community Redevelopment Agency Board Meeting Held on Tuesday, November 30, 2021, at 5:30 PM Via GoToWebinar Online Meeting and City Hall Commission Chambers 100 E. Ocean Avenue, Boynton Beach, Florida PRESENT: Steven Grant, Chair Thuy Shutt, Executive Director Woodrow Hay, Vice Chair Tara Duhy, Board Counsel Justin Katz, Board Member Christina Romelus, Board Member Ty Penserga, Board Member 1. Call to Order Chair Grant called the meeting to order at 5:32 p.m. 2. Invocation Chair Grant recited the Hanukkah prayer as the Invocation. 3. Pledge of Allegiance The members recited the pledge to the Flag. 3. Roll Call Roll call revealed a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Motion Board Member Penserga moved to approve the agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. 6. Legal A. Discussion and Consideration of Letter to the Palm Beach County Housing Authority Regarding Auction of the Cherry Hill Lots Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Tara Duhy, CRA Board Counsel, stated at the November 9t" meeting, staff was directed to prepare a letter for signature requesting the proceeds from their auction of Cherry Hill homes would be used for affordable housing in Boynton Beach. If anyone had changes to the draft, they will be made. Board Member Romelus wanted to add the words "in perpetuity" to the line reading, "the Boynton Beach CRA also intended to purchase many of the lots at the recent auction, however it was only able to secure one property. The remainder of the properties were sold at a price that will prohibit their use as affordable housing." Chair Grant disagreed because the CRA could subsidize a developer to build affordable housing or the Palm Beach County Housing Authority could. Board Member Romelus commented it would mean they would have to provide funding to make those properties affordable again. She wanted some language to emphasize that if the CRA or some other entity would have to subsidize property, the properties are no longer affordable, when they initially were or should have been when the process was done. Chair Grant stated they would always need a subsidy to make it affordable or less than market rate. Board Member Penserga understood Board Member Romelus' comments. He thought there will always have to be some sort of subsidy, but tax dollars will be spent doubly or more to make it the properties close to being affordable. This letter is to say the process is wrong and the amendment proposed by Board Member Romelus makes that point. Chair Grant pointed out the CRA bought a $260K piece of land a sixth of an acre and then tore down a home to make it a vacant lot. If they tried to sell it at that price point, it would not be affordable. They want to encourage it to be affordable and have the Palm Beach County Housing Authority use it. He did not think saying there is no opportunity for it be affordable should be in the letter. Attorney Duhy recommended, "The reminder of the properties were sold at a price that would prohibit their use as affordable housing unless significant additional public subsidies are provided." Chair Grant disagreed with the word "significant.". Motion Board Member Romelus moved to approve the letter drafted by Attorney Duhy with the additional language as discussed. Vice Chair Hay seconded the motion. 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 stated one applicant for tonight reached out and he met with members of the Affiliated Group as a result. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Vice Chair Hay, Board Member Romelus and Board Member Penserga had no disclosures to make. Chair Grant commented after reviewing part of the applications, he lunched with Michael Weiner last week and disclosed he stated at the City Commission meeting, he had a discussion with Centennial Management. 8. Public Comments Chair Grant stated they will allow public comments for Old Business items as well, because they will offer comments after 9 A and 9 B, and not during the presentations. John McNally, ITS Director, enabled the public to comment virtually. Chair Grant also noted if someone wants to submit written comments, there are cards on the back table for the public who cannot stay the entire meeting. They will take it to the Chair and he will read them into the record at the end of each item. Kim Kelly, Hurricane 529 E Ocean and founder of the Boynton Beach Downtown Business Coalition has operated Hurricane Ally for 25 years. Over a year ago, she made a commotion about the 115 N Federal Highway property being developed by a developer without looking for others to give their views. It resulted in development options. She was introduced to Jack Burns with Affiliated Development. After learning about his organization, he addressed her concerns and the community supports his vision as he proposed a mix of residential apartments, retail and office space. He is a leader and not a follower. He will complete his vision, remain and not sell it off. She expressed Affiliated Development checked all the boxes, and is the only proposer to obtain the key Ocean Food Mart on Ocean Avenue. Local businesses will flourish and his proposal will ensure continuation of Hurricane Alley. All proposers have mixed uses, but some developers have not met with her. She announced Affiliated is her partner. Ernest Mignoli, 710 NE 7th Street, Unit 407, found it interesting that at the meetings, all the support of builders, engineers, financiers, people who are owners and their workers appear and that is fine. He has lived in Boynton for over a year, and people he spoke to like Ocean Avenue the way it is. If they want parties and roof top bars, they will go to Delray. There seems to be a clique in Boynton Beach that mostly come from Broward and Dade that come here and do what they want to do. They get a lot of conversations and all are on a first name basis. When you find a member who raises a question, the rest of the Commission makes that person acquiesce. He stated the City has had members on the Commission for six years and there will be a continuation of what is going on. As a new homeowner, he feels there is over development, high density, traffic, crime, turning the community into a 10 p.m. to 2 p.m. environment with rooftop bars, and inviting people to come in boats and trains, turning the City into next step. He stated it should be family town and thought developers are rich enough. He moved from New York and New Jersey and a lot of developers come here. 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 There was no one present virtually for questions. Kelly Rei, 408 E Ocean Avenue, Sol Oasis Healing Art Center, spoke in support for Affiliated Development. She stated she has a community healing art center, which is a cooperative business for other small businesses on Ocean Avenue for the last eight years. She likes the plan as it opens the area up and makes the downtown area more inviting. She would love to see more mom and pop business thrive in the community and thought with what Affiliated is offering, it may be possible. She did not see it a 10 p.m. to 2 p.m. hot spot, rather she just sees current business owners continuing on and being successful. No one else coming forward, Public Comments was closed. 9. Old Business A. Discussion and Consideration of Reallocation of Funding for the Palm Beach County Housing Authority Auction of Cherry Hill Lots Ms. Shutt introduced Tim Tack, the new CRA Assistant Director. Mr. Tack is a registered engineer who joined the CRA team this month. Ms. Shutt explained this item pertained to funds allocated for lots in the Cherry Hill auction. The CRA only was successful bidding on one lot adjacent to a CRA-owned lot. There is about $427K of the $500K previously budgeted funds to acquire the lots. Staff needs to reallocate those funds to the MLK project for the 124-unit affordable, low income tax credit development managed and developed by Centennial Management. The $427K was approximate as it may be a little more or less to close on the one lot. Vice Chair Hay inquired if is there a chance they can gain other properties in that area. He was concerned if they reallocate the funds and properties become available, the funds may be gone. Ms. Shutt explained successful bidders would need to default first before those properties can be released. That information will be known on Dec 3rd when the Housing Authority would close on all the lots. He asked if the Board voted. tonight, if it would supersede that date and learned it would. The funds would then be reallocated to Centennial as they are shovel ready and in permitting. If the Board chooses, once they know how many lots are available, staff can come back to the Board. Vice Chair Hay thought it made better sense the Board delay it. Right now, the Board is discussing turning over the funds to the Heart of Boynton Village. The $427K is needed for the shovel ready project. It does not mean they do not have funds available in the acquisition fund. Vicki Hill, Finance Director, stated they have approximately $1.2M and could report back. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Motion Vice Chair Hay moved to approve the request for the $427K. Board Member Penserga seconded the motion. Chair Grant opened public comment. Ernest Mignoli, 710 NE 7t" Street, Unit 407, commented on the procedure. The way he sees it work is the only ones in the room knowing what is going on are the engineers, and all are on a first name basis. Each time the Board discusses these issues, there are no residents present when there are 80K people that live in the City. He questioned why no one attends and thought they should come and have questions and answers. He asserted money is going here and there and the money the government has given is supposed to be for people for food, and to stabilize where they live. He reiterated all that is occurring is all are on a first name basis, there is development, people are displaced and move out of town and they bring in out of towners. He enjoys advocating for people and wants to advocate for average people. He commented money and power influence people and they get their way at every single corner, turn and vote and the same people who do this keep getting elected. You go through the meetings and it always turns out the way the Board wants it, and they are very, very confident. He did not think it was good because the people are left with this town. Mr. Brian Fitzpatrick objected and stated they have been working on this for 30 years. James Arena, Briny Breezes Q209 agreed with Mr. Fitzpatrick. He has only been here a couple times and it seems like Mr. Mignoli does not like the Board. He asked if the Board could control public comments. Mr. Arena explained he was born and raised here. They want to see responsive development and the Board is doing the best they can. He stated they do not want to be here until 9:30 P.M. for every meeting. Chair Grant explained the First Amendment and Sunshine Law allow for public comments and the Board would not want to interfere when this gentleman wants to speak. He wants other people to join him or be against him as an advocate for the average people, although there is no other average person stating what he is stating. Chair Grant agreed some Board members for five years made decisions because they were elected. In a democracy there is a self-determination form of government, and citizens chose the people who have the authority to make decisions. There are appeals processes as well. He is excited to see everyone here and now they will move forward with the vote. Board Member Romelus stated they are all average people as well. Board Member Katz disagreed with Board Member Romelus. They are educators and as career teachers, he thought they were above average. Vote The motion passed unanimously. 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 B. Discussion and Consideration of the Responses to the RFP/RFQ for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Development Proposals Attorney Duhy explained the Board issued an RFP for the disposition of property for a multi-use development and got five responses. Staff analyzed the responses as has their financial analysts. The respondents are present for presentation and for the Board to deliberate and asked questions of the respondents. Staff has proposed procedures. She noted there is a Cone of Silence in the RFP, which is a waivable requirement if any of the Members spoke with the respondent about the RFP. If so, they can waive the requirement. There is a prohibition against speaking to staff or a CRA Board Member in the RFP, which can be waived. Board Member Katz requested the waiver and by virtue of publicly disclosing the information in their presentations at the CRA Advisory Board meeting. Attorney Duhy explained the language pertains to the Cone of Silence for 72 hours within awarding the RFP. Chair Grant stated his discussion with Mr. Weiner did not involve the RFP/RFQ. Board Member Katz stated it was not about the RFP/RFQ, but it was about development. Motion Board Member Katz moved to waive the requirement. Board Member Romelus seconded the motion. The motion passed unanimously. Chair Grant requested the developer share what was discussed during their present. Attorney Duhy explained the CRA proposed each presenter be given 20 minutes for their initial presentation and 20 minutes to answer Board questions. Chair Grant requested if they want a 15-minute presentation, they can use the rest of their time for questions or they can do the full 40 minutes and break down the time at their discretion. The presenters would be given a time limit, not a time requirement. Board Member Penserga encouraged a 15-minute maximum presentation. Attorney Duhy recommended the following order of presentations as: US Construction Inc., Related Urban Development Group LLC, Hyperion Group LLC, E21L Real Estate Solutions LLC, and Affiliated Development LLC. Attorney Duhy reviewed the Recommended Meeting Procedures attached in the meeting backup. Board Member Romelus requested moving the financial viability of the entity to the front of the agenda so they will know if they are financially able to build the development. There were no objections to hearing from Financial Consultant, Barry Abramson, before the presentations. Chair Grant read the RFP/RFQ Proposal Evaluation and Selection Process from the handout. A Tally sheet was also part of the meeting backup. Attorney Duhy explained the RFP has broad categories of requirements. There is a full page of disclosures. If there was a compelling reason to waive any criteria, it is within your rights and they can make their selection on the best 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 B. Discussion and Consideration of the Responses to the RFP/RFQ for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Development Proposals Attorney Duhy explained the Board issued an RFP for the disposition of property for a multi-use development and got five responses. Staff analyzed the responses as has their financial analysts. The respondents are present for presentation and for the Board to deliberate and asked questions of the respondents. Staff has proposed procedures. She noted there is a Cone of Silence in the RFP, which is a waivable requirement if any of the Members spoke with the respondent about the RFP. If so, they can waive the requirement. There is a prohibition against speaking to staff or a CRA Board Member in the RFP, which can be waived. Board Member Katz requested the waiver and by virtue of publicly disclosing the information in their presentations at the CRA Advisory Board meeting. Attorney Duhy explained the language pertains to the Cone of Silence for 72 hours within awarding the RFP. Chair Grant stated his discussion with Mr. Weiner did not involve the RFP/RFQ. Board Member Katz stated it was not about the RFP/RFQ, but it was about development. Motion Board Member Katz moved to waive the requirement. Board Member Romelus seconded the motion. The motion passed unanimously. Chair Grant requested the developer share what was discussed during their present. Attorney Duhy explained the CRA proposed each presenter be given 20 minutes for their initial presentation and 20 minutes to answer Board questions. Chair Grant requested if they want a 15-minute presentation, they can use the rest of their time for questions or they can do the full 40 minutes and break down the time at their discretion. The presenters would be given a time limit, not a time requirement. Board Member Penserga encouraged a 15-minute maximum presentation. Attorney Duhy recommended the following order of presentations as: US Construction Inc., Related Urban Development Group LLC, Hyperion Group LLC, E2L Real Estate Solutions LLC, and Affiliated Development LLC. Attorney Duhy reviewed the Recommended Meeting Procedures attached in the meeting backup. Board Member Romelus requested moving the financial viability of the entity to the front of the agenda so they will know if they are financially able to build the development. There were no objections to hearing from Financial Consultant, Barry Abramson, before the presentations. Chair Grant read the RFP/RFQ Proposal Evaluation and Selection Process from the handout. A Tally sheet was also part of the meeting backup. Attorney Duhy explained the RFP has broad categories of requirements. There is a full page of disclosures. If there was a compelling reason to waive any criteria, it is within your rights and they can make their selection on the best 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 interests of the CRA to complete the project as contained in the RFP's. It is the Board's prerogative to evaluate all proposals, how they meet the requirements of the submission and how it benefits the CRA. It does not need to be broken down. If notes are taken, it is part of the public record. Attorney Duhy explained the RFP said they can make a determination of who to award to, which proposer to select, or to defer a decision at the December meeting. She recommended making a decision tonight US Construction Inc. Financials from Mr. Abramson. Mr. Abramson, President of Abramson & Associates Inc., explained they are a real estate and public/private advisory firm with many decades of experience including many projects in Florida. Mr. Abramson reviewed Attachment 13 and explained in reviewing all the proposals, he got to the essentials and material differences and in doing so, he chose to look at the one-time costs or revenues, and annual revenues. He presented the numbers in today's dollars, which will increase with market escalation. He focused on 2022 estimates for annual revenues and costs, which would not have a material impact on the data. He gave annual numbers for two points in time: the first year of stabilized year of operation with full taxation, after a project is constructed and is in operation and the assessor assesses it in full value, and then 10 years after that. In future years, the proposals may play out differently. Mr. Abramson explained a one-time net initial cost was the CRA has a cost to acquire land for a project, or a garage which is included and further explained his methodology. Board Member Penserga inquired why the second row was redacted. Attorney Duhy explained the information was articulated as confidential trade secrets. The question is if it is, a judge would need to make that determination, so if during the proposal, if asked by the public and E21L does not want it released, there is a special process to do that. The Board has the confidential information. It is part of his analysis, but it cannot be disclosed to the public. Mr. Abramson explained the analysis is an estimation of tax increments and he consulted with the Palm Beach County Property Appraiser's office. The good news for the public side is they anticipate an uptick in property evaluations when they assess property in January and the market is robust. He developed estimates for residential, commercial and hotel uses, not using the proposers estimates for Tax Incremental Financing (TIF). He applied a consistent set of assumptions for units for residential, market rate, affordable, retail and hotel uses. Proposals in three cases call for the CRA to be directly impacted by parking revenue and the entire garage in the Affiliated for sale component. E2L proposed involving a non-profit and bond financing, which will involve the City's financial advisor. Hyperion wants to fund 150 public spaces and get revenue and be responsible. He used conservative assumptions that these are operating, break even propositions. Revenue and expenses are on par, so there is little money left to offset debt. These really are not anticipated to be any kind of a bonanza in terms of 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 generating net income. He spoke with City's financial advisor for bond terms leaning conservatively Affiliated proposed 573 parking spaces, 236 apartments, half for affordable housing, but for only 15 years from closing, which is likely for only 13 years of operation. There will be 11 K square feet of retail and 6K square feet of office. It includes the 508 Ocean, the Oyer and another property. They proposed the CRA purchase the garage when done for $10.3M. Affiliated was strong regarding their residential component, and paying for parking 316 spaces, which would pay $720 a year per space and another 50 spaces as an offset for expenses, but no estimate for what commercial space would rent for. In his experience with estimates, put operating expenses in the range on a per space basis, with revenues for residential, it would be optimistic to get the same revenues for commercial and public parking. If they bought a garage, there would not be enough money to cover debt service. Chair Grant asked if there was no economic value for the City, in general to have a parking garage. He thought there would be a non-economic value to the CRA and City to own and control the parking and learned it depends on the terms. In the Affiliated proposal, they are requiring a large part of parking 300 plus spaces be leased for 50 years and another 50-year period option for the use of the residential building. In all the proposals, there are 150 spaces. He would look to the CRA and City to decide whether the 150 spaces is usable by the public and not used by commercial, but assuming it is, it is a benefit whether they get no money for it at all not. Having a garage is a benefit regardless who owns it, but the non-economic advantage of the CRA or City owning it as an inheritance is they gave greater control, but there is responsibility and risk. In terms of TIF retained in the CRA, they are not guaranteeing an exact amount of money via sunset, they are proposing they be reimbursed 95% of the taxes through to sunset period which is about $22K retained by the CRA after the 95% is given. He thought, as there is more activity in the area and if the market is more accepting of paying for parking, it may pan out. The CRA is giving up 95% of TIF in return for an income restriction on the 118 units, which both last about the same amount of time, which is to the sunset of the CRA when they propose the income restriction disappear. If paying $10.3M for a parking garage, even if more optimistic, it may yield a few hundred thousand of net revenues against a $13.3 negative. If the CRA wanted to bond the $10.3M garage, it would have $660K in principal and interest payment and from a zero to a quarter million against the $660K which would result in a negative $3M. The E2L proposal included 839 parking spaces, 237 residential units, almost 29K square feet of commercial space and a 100-room hotel. The residential units were proposed to be 10% affordable units via income restriction for 20 years. They are proposing to pay in phases $3.1 M and are not asking for any other CRA funding. They will build the garage, a YMCA and retail space with a non-profit entity created for a public benefit. The entity would have bond financing at over $30M including the YMCA and the YMCA would pay rent to the debt service. The E2L estimate showed a positive cash flow to the CRA after looking at TIF, but Mr. Abramson could not get there in terms 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 of assuming the project would do more than cover its debt service, use up the TIF and leave net zero for the CRA. The City's financial advisor reinforced his assumption, this would require a guarantee of financing from the CRA, so there would be an issue of a $30M debt guarantee. The City would own the garage after the bond term and there may be the potential for long-term positive net revenues. There would be a benefit with the YMCA. The master developer, who is E2L, is not the developer of the private projects. There is a capable residential developer as a sub-developer, there is no developer on board for the hotel, it is a complex financial structure and CRA would negotiate with the Master Developer as there is a double layer there with another developer, which is not an optimal structure. Mr. Abramson stated his focus with Hyperion was on the west block and not the east block of the project. The project would use the CRA and Oyer property. They are asking for $3.9M as reimbursement for the cost of their providing 150 parking spaces. The CRA would benefit from the parking revenues, but with a questionable market for public parking, he did not assume there would be net operating income after the expenses. The proposal seeks an abatement of 75% of the taxes, (not TIF) on the total taxes for 15 years stepping down gradually to full taxes in year 20. Of the whole taxes, 75% is greater than the TIF and there is a net revenue of negative of$300K. It did not look like the best financial deal. The Related proposal had two alternatives. One is a market rate/workforce and the other is affordable. The market rate is 30% and affordable, and affordable is 46%. In each case, they only need the core RFP property and not the Oyer property. Assuming the CRA does not go ahead on the purchase of the Oyer property, there is a net negative of$4.5M instead of $8.5M. They propose to lease the land, not purchase and propose a one-time $745K initial lease payment and stabilization fee. In the affordable proposal, they proposed 20% of the development upon stabilization, estimated to be $2.25M, which assumes a large developer fee that is characteristic of large developments. They are asking the CRA for $5M of capital funding up front and in each case, they propose the lease payments would be 15% of net cash flow, after net debt service which, with the market rate units, were estimated to be $142K and it would grow at a higher rate of inflation. The affordable proposal would not start until year 11 of operation, which was estimated to be $165K in future dollars. The larger issue with the percent and cash flow is they are variable and somewhat risky, and the City would also want to negotiate those terms carefully. Other ongoing revenue in the affordable component is the asset management fee starting at $15K a year, growing at about 4% per year. They propose no TIF, so each will have a net negative cost of $8M in the first and $6M in the second category and a positive annual flow in today's dollars of about $576K and $366K in the second category in the first stabilize year. If they back out, it is still $400K positive and in the second initial period it does not assume the $366K. Their income restrictions are to last in perpetuity. The US Construction proposal included 228 units with 20% income restricted in perpetuity. They propose to use the core property which is a $4.5M negative. They want 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 a waiver of impact fees which is just over $2M which is a negative to the CRA, an abatement of 90% of the incremental total tax basis resulting from improvements are about a $6.7M negative costs against ongoing a $282K negative number for 10 years and following that, it will flip to a positive number of about $500K in 2022 dollars. Mr, Abramson noted his analysis did not focus on zoning issues regarding allowable density. Chair Grant commented he was looking for further information on: parking, an overview of transportation, aspects of multi-modal, construction partners and how they plan to build on time and under budget, management of property experience, and community benefits. US Construction Dustin Salzano, Chief Financial Officer, 1053 Atlantic Avenue, Delray Beach, stated their plan is a downtown destination for living, shopping, and dining. They listened to all the objectives of the CRA. Their primary force is a walkable downtown and promoting pedestrian activity. He asked the Board keep a few facts in mind. Their plan involves only CRA parcels. The plan they present is by right and has no variances. Without these hurdles, the plan has the path of least resistance. As for parking, their plan coupled with the 150 CRA spaces will require 601 total spaces. The cost to provide the parking is substantial, but they did not ask for reductions and contributions. The parking garage has a bridge that connects to the second floor of another building. If the goal is to promote connectivity, they did not want a stand-alone structure, so they fully activated the ground floor of their parking garage. They approached this from a traditional standpoint. The financial contribution they will ask the CRA for is reasonable considering the size and scale of the project. There will be 228 total residential units. Of the units, 46 are dedicated affordable low to moderate income units. The plan has 20K square feet of commercial and 601 parking spaces. US Construction is a comprehensive real estate development firm, construction management firm, and asset management firm specializing in ground up, new construction multi-family, mixed-use projects. Over the last fifteen years, they have been responsible for over $1B in development activity with over 1,500 total units. Over the past four years, they built over $300M in South Florida with most of it in Palm Beach County. Their firm is well regarded in the way they transformed the waterfront in Delray Beach. He and John Farina, the Chief Executive Officer are the two principals of the firm. Abraham Katz is a dedicated senior project manager, overseeing the day-to-day construction of operations in the field, and Brian Petrun, Director of Construction, oversees the internal project management team and will provide direct support for Abraham and his team in the field . He introduced Ira Lubert, Lubert Adler Funds, is their investment partner. Mr. Lubert has over $35B of assets under management. He is an active investor in Palm Beach County, and he is engaged in opportunity zones, who is interested in the Promenade 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 and who provided a commitment for financing. They teamed up with Van Arnem and Southcoast Partners. They collaborated with local residents and partnered with RLC Architects, Juan Casito, who is intimately involved in the design and details. Van Arnem and Southcoast will help attract the best in class local subcontractors. Juan Casito introduced himself and stated the plan meets all City Codes. The plan respects the historical character and scale of the area and will be a cohesive pedestrian friendly environment. The plan includes a commuter rail station, but does not include buildings fronting Ocean Avenue, which have not been acquired. He believes the buildings should be repurposed and incorporated to be part of the new downtown. This is an organic approach with a system as the framework and it is designed to be a good walkable block. There are shorter road segments to promote street connectivity and retain active uses on the pedestrian level. By revitalizing existing city blocks, it will retain its historic framework. Their proposal included NE 4th Street and NE 1 Avenue, and Barista Way and Dewey Park are transformed into dynamic active uses. The alleyway should be retained as an alley during certain periods of the day and improved to make it a multi-purpose space. He noted pedestrian zones are required by City Code. They spoke to City planning staff and the dimensions and requirements for the pedestrian zones and they are incorporated in the design. The plan has an east west axis using NE 1st Avenue connecting to US 1 to 4th Street and the future train station. The north/south access controls the plan, which is NE 4th Street. The City discouraged abandoning or blocking the street as they felt the street was important. Chair Grant disagreed with the City as now there would be pedestrians and cars on the same road at the same time. The street is anchored on the south with Dewey Park and on the north facing Boynton Beach Boulevard with commercial space and pedestrian zones. The street is lined with active uses. The design is coastal. South of the Promenade is a six-level, mixed-use building lined with residential and commercial on the east side. The garage is completely lined with commercial and residential uses on the east side and the west side will be restaurants facing Dewey Park. On the north and south side are active uses. The upper levels have all the parking and the garage is screened with materials and finishes related to the project. The north side, facing the Promenade has a mural. No parking lots fronting roads were proposed. The north side of the Promenade is a mixed- use building, which is an eight-story apartment and commercial building. It has active uses. The west end of the building connects to the garage over 1 st Avenue. He noted the buildings meet the bulk massing and Code. Their proposal meets the urban design guidelines. The proposal meets three principals of great urban planning and architecture, integrative mix of uses, formation of pedestrian friendly spaces and creation of a sense of place. John Farina, President and CEO of US Construction, 1053 E. Atlantic Avenue, Delray Beach, commented they think they are the best starting point for the project and their company is selective in what they chose to build. They responded because they believe they can make a significant improvement to Boynton Beach. He and Mr. Salzaar will be involved in every aspect of the project. They provide personal attention, vision to their developments and have skin in the game. He requested the Board chose them to have 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 a landmark in Boynton Beach. They have a beautiful, practical plan that can be executed. Their plan promotes connectivity and has active uses at the pedestrian level, and it meets the spirit and vision of the RFP and CRA. It fits with the urban fabric of the City while creating a walkable City grid. They hide the garage and cars and will create active retail and interactive pedestrian experiences. It is the right size and in character to the architectural surroundings. Board Member Katz noted the proposal does not include the Oyer property and other businesses. The residential component and some parcels to the east may come to the table. He asked if they would try to incorporate CRA or adjacent businesses and learned they would. Vice Chair Hay asked about the alleyway and their local hiring plan. He learned the alley would be improved with pavers and landscaping and function as a service road during the day and off hours, and be closed at night for pedestrian activity. They would use bollards. The Oyer site was not included, but those buildings are part of the City's history. The building could be improved or repurposed, but the scale and character should be retained. The hiring plan would promote local subcontractors. They would have an onsite event and invite all local contractor communities and talk about the project, introduce them to the plan and walk them through the bid process so they can be part of the project. They also have an internship program where participants learn from them and they teach about construction, development and property management. Board Member Romelus requested clarification they were strongly encouraged not to close off NE 4t" Street and learned they were. It would still be a through street. There is flexibility if it is a private street as opposed to a public street. Board Member Romelus stated it seems often the planning staff is doing their job, but it impedes innovation or development from occurring because they are bound by the book. She asked that staff be mindful of this when making recommendations to developers on potential projects as they have their own thoughts or ideas. It raised concerns for her as it is a potential benefit. Chair Grant ask about the bridge or covered walkway from the garage to covered residences and learned the bridge will be 18 feet in height. He asked if there was any agreement or contract with FEC or Brightline. There will be consistent landscaping between the commuter rail and their project and learned they had not contacted the railways, but they can explore it. He inquired about maintaining the current businesses and what the community benefit to the existing community was. It was explained they have not reached out, but if selected they will improve the alley to improve all benefits there. Chair Grant queried if there is dedicated office space and learned there is office and retail on the ground floor. They have a lot of additional spaces lining the parking garages. The alleyway does not have a sidewalk and it will remain an alleyway for services and vehicles and as an active public plaza in the evenings. First Avenue has a six-foot sidewalk and landscaping and probably parking on either side of the street and then active uses per the site plan. Chair Grant commented Promenades with closed 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 streets are pedestrian areas. If you allow cars there it loses a little friendliness. The entrances to the garage are on 1St Avenue and the alleyway is a city street. They can pay the fees to close it to the City, which would be advantageous. There are electric bikes, scooters, and bus routes are incorporated, but protection of people who need the most protection is not readily apparent because cars will be permitted on the road. Chair Grant asked what their plan for the art tax was and learned a mural was incorporated into the garage and Dewey park will be redesigned and have artwork. As to the pedestrian area on the Promenade, the way they plan the garage is to align it with the entrance from the ice cream shop. Public use is important and the plan could be redesigned. Related Urban Development Group, LLC Tony DelPozzo and Jordan Davis, Related Urban, 2850 Tigertail Avenue, Miami, were present with Cesar Nieto, Principal CM Design and Development, the project architect. Mr. Davis explained at the last CRA Advisory Board, they consistently heard if any of the developments serve everyone in Boynton Beach, can everyone in Boynton Beach afford to live in these projects and can any of the proposers maintain the character of Boynton Beach. He advised they have deep levels of affordability compared to the other proposals to serve all constituents in Boynton Beach to ensure they can live comfortably in their neighborhood over the long term. They also are different from any other proposers from a track record of development, financing perspective, strategy in making the Boynton Beach CRA a true partner versus just acquiring properties outright and providing the greatest diversity of incomes in the project. At the end of the day, the Board's job is to select a developer with full certainty they can execute their proposal and he advised Related is that group. Mr. Davis explained Related has an unmatched development and financing track record in South Florida and they have completed over 100K units with 25K of the units affordable and workforce housing and over 75K units market rate, luxury and high-rise condominium units. That represents $5013 in completed developments. None of their competitors can match that record. Some of their work with Marina Village was Boynton's first-large scale Master-Planned community. They get the scale of the Related Group, but Related Urban specializes in community development and public/private partnerships. That is all they do. They have constructed projects in partnership with the City of West Palm Beach, Orange County, City of Tampa, Miami Dade and they completed $1.813 in public/private development in the last five years. They specialize in affordable, workforce and market rate, mixed income developments. They built $500M Liberty Square, $650M River Park in Miami and the $450M West River Master Plan in Tampa. Mr. DelPozzo explained revitalizing urban communities is a passion of George Perez, their founder, who is a renowned developer in South Florida. Some of the financial institutions they do business with, in addition to Lubert Adler, was viewed. They get the best financing. Related Group is family-owned company, having $200M plus in 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 corporate liquidity and $400M in corporate net worth, which means they do not need investors or complicated approval processes. They have raised three qualified opportunity zone funds turning $90M of equity into those projects. Mr. Davis explained when they reviewed RFP/RFQ, they knew they could develop a signature gateway, mixed-use development without sacrificing the City's history. They are the only proposer to preserve the Oyer and Hurricane Alley properties as they do not want to disrupt the fabric of the community. The properties are nearly 100 years old so they are important so as not to lose the historic character on Ocean Avenue. They also proposed to activate the underutilized Hurricane Alley behind the properties to be a world-class public art destination, creating an exciting experience for those at the Brightline Station and for residents to engage with and to connect the Oyer and Hurricane Alley properties to Dewey Park in a much more activated manner. There is the potential to acquire other properties. There is a group in the community who does not want to lose the feel of this node, and they have accomplished a signature mixed-use project the CRA is looking for. They are proposing 213 Class A mixed-income units in a signature Related development. As for public benefits, they included an immense array of benefits such as 150 public spaces, a grocery store, live- work units, dedicated office space, and dedicated micro-retail space for small business and entrepreneurs who may not need a large retail space, but want new space in which to operate in. They are the only proposer to have a historic art alley. They committed to National Green Building Standards Gold Certification. They provided a letter of support from a multi-modal partner, Velosia, to help ensure a walkable development, and bring in Uber and Lyft to create a true dedicated multi modal program to be fully transit oriented. They provided two affordability scenarios; one is a true affordable development that includes units at 50% of AMI that can benefit servers and seniors. They included workforce and market rate. The scenario provides upward economic mobility. They also provided a market rate scenario that includes dedicated workforce and unrestricted market units. In both scenarios, they used the City of Boynton Beach requested AMI levels and Palm Beach County workforce AMI to get the density bonus. Mr. Davis advised they are the only proposer that proffered a true community engagement process and they will deliver the community's vision. The alley is underutilized and it will be an art anchored redevelopment. Mr. Perez endowed the Perez Art Museum in Miami and made it his mission to deliver world-class museum quality art in all his developments regardless of the income level served. The company specializes in mixed use. They have developed City Place, West Palm Beach, City Place Doral. They have several developments in Brickell City Center, and completed several billion dollars in iconic Transit Oriented Developments in South Florida. They also helped pioneer Wynwood as an emerging mixed-use district. The delivered the first institutional quality Class-A mixed-use development with luxury residential premier restaurant, boutique office space and world class public art and they will bring that expertise to the CRA. They bring class A finishes to all they do, no matter what income level is served. They bring resort style pools, state of the art fitness.centers and other 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 best-in-class amenities. Although they are building deeper levels of affordability, they are not sacrificing quality. Related owns their own construction and property management companies and by having the construction company, they control the subcontractor selection process. They have committed to 20% to 25% local hires and have an apprenticeship program certified through the State of Florida, which will be incorporated into this development. By having their own construction company, they can reduce the time it takes to close the project, reduce costs and via their property management company keep operating costs down. It is a firm commitment. The details of the development proforma show it has an affordable workforce and market rate component which can better serve the community and the local residents including the elderly. They use low income housing tax credits and bonuses which lower construction costs which provides for deeper affordability without sacrificing o quality of the design. They are the eight largest affordable/workforce developer in the country and the sixth largest multi-family developer in the country. An outline of the timeline was viewed. This is a qualified opportunity funds investment and they have the funds, having raised $90M to date. The members reviewed the public benefits. The project will have a 75-year ground lease. By doing so, as a landlord, they will have a long-term say of what happens to the project. It is a true public private partnership and they share asset manager fees developer fees and every bit of the profitability with the CRA. He noted TRG managed over 100K units, have over 15K units under management. They operate efficiently, keep costs down, they lease up their projects quickly and have a proven track record. Board Member Penserga had no questions and was impressed with the proposal. They need strong credible partners with a long history of completing affordability and make sure there are equal furnishings and finishes to ensure all have the same level of dignity. Board Member Romelus requested clarification on the 30% and 46% perpetuity and learned it means there will be restrictive covenant agreements to ensure those properties will remain affordable for the life of their existence. The affordable scenario has 20% of the units at 40% of the County AMI levels, 20% of units at 80% of the County AMI and 11 units at 100% of the County AMI, which all fit within the Boynton moderate and middle-income levels. All residents will have the ability to live there. In the affordable scenario, it is 46% and the workforce scenario is a little less affordability because it is more of a workforce/market rate-oriented development. The reason they provided two scenarios, it was not a.purely affordable component to it, they thought it made sense to offer that alternative and based on the feedback they received, it seems that it would add to the project to have a deeper level of affordability to ensure all residents have the opportunity to live in Boynton. Thirty percent of the total units would be affordable. The other proposal was for 46% of the units to be affordable. In the affordable scenario, 40% of AMI are targeting $24K to $34K for household income. For the 100% AMI, it targets $60K to $85K and 80% of the units they target $48K to $68K. Ms. Shutt confirmed the information meet the requirements of the RFP. 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Vice Chair Hay liked they were preserving Hurricane Alley and they had fast funding sources. He learned there would be a 7,600 square feet grocery store component. Board Member Katz thought they should incorporate the Oyer project and that the exclusion of it meant the CRA purchased a $3.5M property and they will now need to find another buyer or rehabilitate the property. He voted to purchase the property to incorporate it. He had asked the proposers what their position was with acquiring adjacent properties. Mr. DelPozzo stated they were unsure where the CRA was in purchasing property. They are open to incorporating those sites. They had heard a lot about the local and historical feel. They welcome working with the CRA as a true partner. Board Member Katz noted this location is adjacent to a main street and asked if that space will have additional retail. He also did not favor a grocer at this location noting northeast Boynton and the HOB is considered a food desert, but this location would be adjacent to luxury apartments. The grocer would be a smaller, more specialize type, but they are open to retail and suggestions. Chair Grant commented the CRA wants people living and working here. There are only 337 parking spaces plus the 150. Mr. DelPozzo commented they could fit additional parking in the structure they provided in their proposal. They could create 477 parking spaces. The picture showed a seven-story garage with 477 spaces, but they provided really a five-story parking garage so they can carve out different programs they negotiate with the CRA. They have only one entrance through the main drive of the building, and they may want to open an entrance at 4t". They did not want to overtake the alley by the grocery store and garage to have a continuous activated facade. They kept true to the pedestrian zone all the way around the site. Even though they did not activate the fagade of the garage, they provided a colonnade along the entire frontage on 4t". It improved the pedestrian walkability of the site. From their last meeting, there were some comments about the unit mix. When they present changes, the development team has to rework the proforma. With the Related Group, they are there until people move in. Related can incorporate half the units having under 750 feet. The one bedroom is less than 750 SF. They can replace the one bedroom with three-bedroom units within the same envelope. What they are gaining in square footage in construction would result in gaining value in rent. They would not change the affordability requirement of the development. They can swap units without having a substantial impact on the proforma or footprint. Chair Grant recessed the meeting at 8:32 p.m. and reconvened the meeting at 8:53 p.m. Hyperion Group LLC Rob Vescler, Principal and CEO Hyperion Group, stated Hyperion was founded in 2002, and is a South Florida based development firm. Their core competence is impactful, transformative, mixed-use development. Their team is highly skilled with experience with premiere development firms in the world. He noted the other 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 development team and acknowledgement them as credible. They will be closing on the Camalier property in a matter of weeks. They are the only proposer that can offer a mix of hotel, office, residential at the density that is sought, and they are open to the type of open spaces that can be provided. Their plan includes both sides of the street and over 600 residences. They presented their plan for both sides, but Mr. Abramson only evaluated the west side of the street. The goal is to effectuate something that works in sync for the whole intersection that creates a more vibrant downtown. Their plan includes 75K square feet of retail including a 25K square foot grocer on the west side of the garage at the base. The hotel will have 150 rooms, 26K square feet of office, multiple areas of open space, all thoughtfully programed to flow to each other from Dewey Park, extending it to the corner, taking the Oyer site and creating a large public area. It would be transformative and a destination where people would visit from other places and it would be a boom to the business owners and residents of the City. Their plan includes workforce housing, which they can increase, that would be on the west side of the site. They can have half the units below 750 square feet and interplay between the units and the workforce housing. Since relaunching in 2020, they have four major projects in the pipeline with over 1,000 units in development. They have their partner with Winter Properties, a related company of standard companies, and with Winter, they have established a platform they can grow and develop. They will start with what they will establish on the east side. In 2020, Mr. Vescler was the President of Residential Development at Silverstein Properties in New York, working with Larry Silverstein who owned and redeveloped downtown New York after 911. They have some key people from Silverstein, Jordan Thayer is their head of acquisitions. The person who would be president of the project was Glenn Fidgie, who develops icon products such as the World Trade Center, the Four Seasons Orlando at Disney World, and numerous projects at Miami World Center. It is important they bring perspective from other parts of the country. They are working in West Palm Beach breaking ground on a project in two months. Starwood Capital was their limited partner having access to financial resources to accomplish any size project and they have worked in opportunity zones. They love Boynton Beach, and they want to be a good neighbor and be part of the growth of Boynton Beach, win or lose. They became engaged with the local community. They will be an option for Kim Kelly and other business owners if they want more options. They have a contract on the ice cream shop and can incorporate it hereby providing more green space. They are the only ones that could create a destination. Winter Properties is their strategic partner. The west side of the street would be a $75M property and the combined project is close to $250M. They have funds committed to work with them and have demonstrated capabilities. Local partners are Cast Construction, a premier contractor in Palm Beach County and South Florida, and they are building with them in South Florida and West Palm Beach. Gensler Architects, is a partner and a world class architect with a lot of experience in master plans. Jordan Thayer, 999 Biscayne Boulevard, Miami, reviewed the breakdown of different uses. They can program what the Board wants. The parking garage on the west side has 150 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 spaces and 22K square feet of office space on the north end. It is walkable to the future Brightline station. Under the office, at the base of parking garage is a 24K square foot grocer. They have been speaking with different brokers who have expressed it is a unique location for a boutique specialty grocer, such as Trader Joe's. As to residential housing, they would allocate 5% to workforce housing, which is now allocated all to the west. On the east site is a 150-room hotel. The east and west have 56K square feet for Ace Hardware and new businesses. Dewey Park would be expanded at their cost, and perhaps extended further if the corner site is available. It is a transformative project for the downtown. Board Member Katz had no questions. He liked increasing the green space and open area. Vice Chair Hay understood the one-time net initial cost would be $12,415,000 and the next one would still cost $296K at the end of 2025 and 2026, and then another cost of $296K in 2035 and 2036. It has 13 units at 5%. Mr. Vescler explained that analysis was on the west side only. What was shown on one side does not necessarily translate to the entire presentation. They are approaching the CRA as a land owner with a bigger site than what is in the RFP. Most of the presenters focused on the west side of the street. They are talking 12.5%, that is 8.5% already spent and the 3.9% they are asking reimbursement for regarding the garage. The entire project would include the land for 209 N Federal Highway and the east site. The cost the company is bearing is more than what is shown. As to the TIF and the negative number, what is negative will be a positive when the TIF runs out as the City benefits from the full tax. Vice Chair Hay asked if the east side will remain on the table if they do not get the west side and learned it was still on the table. They will develop the east site into something different. They will be a good neighbor. Board Members Romelus and Penserga had no questions or comments. Chair Grant commented this is more conceptual than the other applicants. He asked who the community partners for the apprenticeship program are and he understood they want to expand Dewey Park. He asked if they would be paying the City to help maintain the park. Mr. Vescler commented they are open and can handle the maintenance themselves or extend it. They were in touch with Palm Beach State College and Career Source to establish apprenticeships and they expressed support for the project. Cast committed to 20% small business enterprise of 15% minority women while working to establish any thresholds they want in terms of local hiring. Chair Grant commented there is no commercial, residential or retail in the parking garage on the west side. There is an office building to the north and a grocer in the bottom. There will be cafes and restaurants. There is a mobility hub on the southern end of the parking garage. Chair Grant asked if the 150 public parking spaces was a combined total or if there is more on the west side as there are additional public parking spaces on the east side. Besides the 150 public parking spaces, they programmed all the parking spaces per zoning. There will be 200 parking spaces for the public to use when visiting retail 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 establishments. They are allocated for the public, but for different uses. Parking on the east is for the hotel. Mr. Vecsler explained they planned the parking per zoning and 150 above the required spaces, but they would want to talk and sometimes you can combine parking so as to not overload. Chair Grant looked at the South Florida Rail Agency and they have different train stations. One is Cypress Creek with a commercial component, so it must have a commercial aspect to have a destination along with residential units. They can do it, but the reason why they do not see significant office space is there is risk and if done to scale, they can absorb that risk, which they can bring to the table. Vice Chair Hay pointed out a sliver of office space on the north side. The property will provide at least 20K square feet of office space given the requirements to wrap the garage to the north. Mr. Vecsler stated feedback from planning was to have something on Boynton Beach Boulevard so they looked there to put office space. They tried to maximize what they can provide. It is 26K square feet of office and it would be an important thing to incorporate. Hopefully they would have a train stop and intermodal at the end of the garage. E21L RE Solutions LLC. Mark Hefferin was present with Kelly Hefferin and Antonio Balestrieri, Jack Weir, President and Founder of East Wind and Michael Tribble. The team members are Baker Barrios and others who worked on Town Square, so they have worked together. Verdex Construction is their new construction partner for the residential component and Fin Frock on the garage. Mr. Weir stated East Wind is the developer on High Ridge Landing so they are familiar with City processes. They have proven financial capability, and letters in the packet with PNC Bank were enclosed. They closed six transactions and one in September. More recently they sold property in Orlando, so they have their finances in their proforma. It is a woman-owned business with a long-time relationship with the Vice President of Asset Management Stephanie Miller. They are familiar with workforce housing, compliance, the basics of property management and they manage four properties for them and potentially a fifth. Mr. Hefferin advised they are familiar with the public art requirements and have the workforce housing component covered. They worked with South Tech, Palm Beach State College and S.A. Nelson to support workforce housing. They came in with six concepts. They also believe to make this a complete project, they would work with other owners to acquire additional property. Mr. Hefferin commented they asked for redactions and earlier in the day sent in a revised sheet. They offered $4.49M and their paperwork shows the net annual revenue is positive in year one out to 2036. He hoped Mr. Abramson would update that information. They are not asking for CRA money. All the money in TIF and parking goes back to the City, which accelerates an economic benefit. They would have to acquire four other properties. They were unsuccessful in acquiring the gas station, and they would build around the space to make it part of the project, which is a challenge. Two parking options were to just work with the CRA 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 property that generates 839 parking spaces. He suggested the City own 239 parking spaces if they have the train station and YMCA. It will continue to be a more challenging issue. If built out, the entire site would have 914 spaces to the end of the Bradley Miller property. If they do scheme A with City and/or CRA owned property, they do not need the Miller property for the garage. If they do extend it, they would need the site for a seven-story garage. The corner is under contract and they would be interested in moving into that space. They would build their new space to the north of the alley, which is 66 feet wide. There would be 22K square feet on the ground floor of the alley and they would raise the Oyer building and create a space to work on both sides of the alley that could accommodate emergency vehicles. All else would be designed for pedestrians. They would expand Dewey Park with a dog park next to the hotel. When a train station is built, the ground floor will be a service area and the YMCA would be on the top floor. They initially programed 22K square feet, but they need 35K square feet and if there is a children's after school program, it may require an off-site component. The residential portion contains 257 units and work units on the ground floor. They encompassed a pool and amenity area in the confines of residential. They are keeping the alley behind Ace Hardware open and 4th Street will stay open. Ace Hardware is not yet ready to sell, but there was some interest. Mr. Hefferin commented they did not submit a lot of pretty pictures and they focus on what could be on site and how to mold it to meet the needs of the City. There could be hotel or housing, additional workforce or affordable and there is some office market here. To the rear, there is 30K square feet proposed for a grocer if they get additional land. It is a challenging project. To keep existing business operating, they have to build the garage first, then residential, and then move businesses in. They would demolish the Oyer property and build. He thought it was a five-year project. The phasing plan was reviewed and the funding sources were viewed. They redacted the pricing because if they negotiate, the price should be confidential. Jack Weis explained the mix of units is 45 one bedrooms, 45 two bedrooms and 10 are three bedrooms. Fifty-seven of the units are under 750 square feet. They proposed originally 10% workforce housing, which was 26 units. Twenty-five percent of the units were at 60% to 80% of AMI, 25% at 80% to 100%, and 25% of the units up to 120% of AMI and 25% up to 140%. They submitted enhanced workforce housing that would go increase to 30% using the same ladder. The largest percentage of work units was at the 60% to 80%. The proposal was predicated on external funding, without CRA funding through the County exchange program or the new Gap program. They did not propose an affordable housing structure using tax credits. It introduces two elements, one was the time table of tax credit allocation process with Florida Housing particularly the 9% tax credits. Alternatively, if affordable housing remains in perpetuity, it depresses the tax revenues and a developer can partner with a non-profit and eliminate a large portion of the tax payments there. The master developer structure is standard. As for TIF and parking fees, it is the City or CRA's choice if they want to charge, but they must have funds coming in and they will charge to park. Their calculations, at CRA sunset was just under $20M in revenue. There is always risk. He hoped there is some clarity that can be 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 given. They are confident in performing. Mr. Hefferin reviewed a conceptual drawing of what the YMC would look like. Vice Chair Hay thought building the project in five phases was much for him. He noted he does not have site control, so he asked how he could count the properties in the plan. It was explained there are two options, just CRA properties, which is the Oyer property, and hold out property owners will decide if they want to be part of the project or not. Vice Chair hay commented they have not always been on the same page with the Town Square project, which soured him. The plan seemed complicated to him and he was not there yet, and he needs more convincing. Mr. Hefferin responded they learned tough lessons together. Mr. Hefferin advised they did not have the proper agreements in place, but they do now. Board Member Romelus put on record the issues they have are with a different developer so it was unfair to hold the presenter to the error another developer has made. Vice Chair Hay agreed but thought when you have that experience, you must consider it. Chair Grant understood the Town Square was a joint developer project and the parties did not seem to work well when the contract was signed. Chair Grant liked the YMCA coming downtown. They have office space as part of the projects, and he understood they may not have all the properties in place, but it was a discussion for the December meeting. Board Members Penserga and Katz had no questions Chair Grant referenced scheme B and stated they did not have the components separated in the package. It is the downtown. They cannot have just residential and retail. They need other aspects. He understood the sentiments of people who have been here for decades, but he commented they are growing the City and they want to keep the same identify and not lose their current components. The important part for him is the people and not the buildings as the two Oyer buildings are not signature architectural designs. Chair Grant recessed the meeting for a short break at 9:57 p.m. and reconvened the meeting at 9:50 p.m. Affiliated Development Jeff Burns, CEO, Affiliated Development, thanked the Board and stated this will be their fourth public/private partnership in Palm Beach County in three years and this project will be an anchor and the next urban hot spot. The project, "The Pearce" has multiple uses combined to create continual activity and energy. It will have multi-family, office, retail, restaurants, public uses and a parking garage with 150 spaces for the public. One thing that makes Boynton Beach unique is the people. They finalized an exclusive letter of intent with Hurricane Alley Raw Bar. They really took the time to learn the needs of the community. Ms. Kelley's restaurant will continue to serve people in the 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 future and Macoviak will relocate their insurance office to the Pierce and display their 100-year old sign as a public art component. They have the only proposal that includes the Ocean Food Mart as they have executed an agreement to purchase the property and buy out their lease. The project name, The Pierce, was named after Charlie Pierce, the Barefoot Mailman. They met with Brightline executives. The location was a convenient spot for a commuter stop and Brightline provided a letter indicating they were discussing for this opportunity with Affiliated. Mr. Burns advised they put together a request for proposal, not a request for options. They have contracts signed and they completed the legwork up front. They are a locally based company with offices in Broward and Palm Beach County that build developments that create a social impact in the communities they invest in. They have constructed over $500M in public/private partnerships over the past 15 years, including over $162M of the same in the last three years. In 2019, they executed in one of the first qualified opportunity zones with the Ft. Lauderdale CRA before the regulations were posted. In 2020, Affiliated had a closing of$125M using Affiliated Housing Impact Funds which are local police, fire and general employee pension plan funds, so those organizations can see projects occur in their community. They closed on three different large-scale loans totaling $100M during the pandemic. Their banking relations span across multiple transactions with financial institutions. The proposal they submitted included bank references attesting to their ability to borrow. If there is a negotiation needed between Affiliated and the CRA, a decision is made on the spot. Mr. Burns advised development is a team sport and they rely on the best in the business. All on his development team are people they have worked with on prior projects. Moss and Associates is their general contractor, and this is their sixth collaboration. Castle Residential, is their property management company and this is their sixth collaboration. EBI Consulting is their civil engineer also their sixth collaboration. MSA Architect for architectural services and this is their fifth collaboration. Spino O'Rourke is their interior designer and their fifth collaboration. Sachs Caplan is their Real Estate Attorney and their third of fourth collaboration. Kimley Horn is their third collaboration and AAL Architectural Alliances is their landscape engineer and WGI is the civil engineer. They work closely with Moss to ensure they engage as many people in the construction of the project, which is done through job fairs right before starting. They have apprenticeship and mentorship programs. Mr. Burns reviewed similar projects that were public private partnerships is the 613 in Ft. Lauderdale with the CRA during the pandemic. The development has workforce housing. They constructed the Bohemian on Lake Avenue in Lake Worth Beach. This was their second project with Lake Worth Beach, the first one being the Mid. They are also making accommodations for a Brightline stop and the development has workforce housing as they were one of the first county exchange programs with GL Homes and they took their obligation and built it for them. The Grand in West Palm Beach closed a few months ago. It will have 309 units with the CRA, City and HCD. It will provide over 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 200 workforce housing units. With many people moving in from out of state, the development is especially needed. Affiliated sought to create an impressive pedestrian experience that draws people in to something a little bit greater so instead of having a boxed structure, they wanted to create a development to attract people and move them around in a unique manner. There will be unique public art to create a sense of community people want to be in. There will be a freestanding rooftop bar. The ground floor commercial space will have off shoots and they are thinking of having a wine and coffee bar on the corner near Dewey Park. The project is a Transit Oriented Development. When riders leave the train stop they were contemplating having an Uber waiting lounge so riders will have a place to go. He thought it would eventually be a Brightline stop. Mr. Burns noted 79% of the space is available to the general public. There will be 236 mixed-income workforce units. The apartments are urban with a lot of raw materials with luxury finishes, such as Italian cabinets and quartz countertops. A lot of people work from home. Apartments are the new offices. There will be nine workforce housing units offered to those earning between 60% and 80% of the AMI. There will be 53 units at 80% to 100% of AMI, 56 units at 100% to 120% of the AMI and 118 market rate units. They have different levels of rent restrictions to create a diverse environment. Affiliated partnered with Stanton and Bowery Hospitality for the restaurant component. There will be an incubator in the office space and there will be 573 parking spaces in the garage. If it is public parking, and the CRA or City should own it. They clarified and discussed the cost analysis and he pointed out the City or CRA would own an asset. He also wanted to correct there is an $11 M to $13M asset that would held by the CRA. They would have a lease in place to provide revenue and the CRA could bond it and get financing for. They could bring vendors or bars into that space to provide their products during certain events. The deal they made with Hurricane Alley, they do not want to temporarily displace them. They would build a single building on Boynton Beach Boulevard, bring them in and then demolish the old building. There would be a pedestrian bridge from parking to the main building. They have agreements they use with other cities. The total cost is $73M. Mr. Burns explained they will build a garage on their credit, get the financing, do the guarantees, and make sure it is built and, then give the CRA the keys. This is not a sale to make money: the objective was to get enough money to pay for the initial cost, to pay off lenders and the rest of the project can service itself. They will sign a lease for residences, providing over $300K of immediate revenue every year. The CRA can also meter certain spaces for further revenue. Affiliated will pay $5.5M with all included and it was noted Affiliated are not merchant builders. They will be someone for the long term. They are building in a qualified Opportunity Zone and they will need to remain there for 10 years. They were asked to provide an RFP. They spent a lot of time in the community engaging residents. They are getting ready to build their second public/private development in Ft Lauderdale, their second public/private partnership in Lake Worth is almost complete and they are hoping to build their second 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 public/private partnership in West Palm Beach. Mr. Burns hoped this is a good start for their relationship. Board Member Penserga had no questions, Board Member Romelus commended Mr. Burns and the team working with local business owners to bring their vision to life. It was a well thought out and strongly vetted proposal. She had no questions. Vice Chair Hay asked if they would move Hurricane Alley to the Bradley Miller area and asked if it would be larger and learned it would. It will have a larger foot print and have a mezzanine, upstairs and larger patio seating area. Board Member Katz noted Mr. Burns has an agreement with Ocean Mart. He questioned if they were able to acquire adjacent properties such as Ace Hardware, if they would add addition retail or restaurant space on the first floor. He was not opposed to having higher levels for parking and using the ground floor for additional retail. Chair Grant asked about ingress and egress for the parking garage. There would be an entrance for the parking garage on 1 st Avenue and 4t". Chair Grant thought another proposer had a higher use and added commercial to the parking. He wanted to know if Affiliated would be flexible if the CRA wants to add other aspects of commercial development. If there is a train station, they want people stopping off. He was glad he got the hard corner on Ocean Ave and Federal Highway. He also liked the aspect of keeping history alive by saving the sign on the Oyer building Chair Grant opened the floor to public comment. Barbara Ready, 34001 Biaz Bay, Boynton Beach, saw interesting ideas for the downtown and thought some should be explored further. Only one developer offered to pay to save the Oyer building. She is a supporter of historic preservation. She thought saving one more piece of our history was a good thing. It would be a bookend, having the Old High School, the Magnuson building and then the Oyer property. The Related Group offered to help pay to fix the Oyer building and offered no TIF, and offered a 75- year lease. Kim Kelly, 529 E. Ocean Avenue, appreciated all the presentations, and stated the Related Group never contacted her. She noted the Related Group indicated they wanted to restore the building, but commented they have not been in the building. She advised the building needs a lot of work and if they did so, she would be displaced for two years. She thought Related means well, but what Affiliated offered is game changing. She requested the Board think of existing businesses and what they have to offer. There was an online comment from Anthony Fasano in support of Affiliated and the Pierce, have witnesses the positive effects they spur. 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Another online comment was received from Gregory Hisan, voicing support for the Affiliated proposal. Board Member Romelus received a text message from Mr. Fitzpatrick in support of the Related Group. Chair Grant advised he received the same message. Chair Grant received a text message from Jim Knight stating the low turnout is due to how well they are running the City. There was a comment card from Chet Atkinson in support of Affiliated Development. A comment card was also sent via email from David Strauss, Chair of Hollywood Police Officer's Retirement System in support for the Affiliated proposal. Jeff Morano, a resident since 1972, supported the Affiliated proposal. John Georges, a credit investor in the Affiliated Fund, supported the Affiliated proposal. Lance Aker supported the Affiliated proposal. James Donnelly supported the Affiliated proposal. Joan Oliva, the Executive Director of the Lake Worth Beach CRA, supported the Affiliated proposal. Mr. McNally noted the following two online letters of support for Affiliated from Drake Garnsey and E. Powers. Chair Grant received a text from Barbara Ready asking who would be responsible for maintenance costs of a private road and noted neither group said who would pay to fix the Oyer property and a single-story building on Boynton Beach Boulevard was a waste of space. Jake Harrington, 450 N. Federal Highway did not believe the consultant that all the proposers are money losers, rather they are qualified builders in qualified opportunity zones. He thought whoever is selected should sharpen their pencils because they could all use more parking. He noted there is a lot of talk about open, public and green space. He lives across the street from open space and it is a dangerous area. He was more concerned about underdeveloped areas. An open space without a commitment to safety would be scary. He would like to take the half house walk home from here feeling safe. Board Member Romelus noted she received a text from Court McQuire requesting it be read into the record. Chair Grant approved. "As the Chair of the Boynton Beach Arts Board, I feel the presentation by Affiliated supports our community best. Thanks for all your presentations." Chair Grant received the same text as well. 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 An online comment was made by Mark Meyer requesting the board listen to the concerns of business owners and the community and select the developer that will follow through with the development that will enhance the community and make it a place people will want to live and work in. Also, he noted as climate change magnifies they will need infrastructure that looks towards the future that integrates open, green and smart designs. Public comment was closed. It was explained how the ranking would proceed. Chair Grant recessed the meeting for a short break at 10:54 p.m. and reconvened the meeting at 11 p.m. Chair Grant read the tabulated results as follows. US Construction 21 points; Related Urban LLC 11 points; Hyperion Group 19 points; E21- Real Estate Solutions 18 points; and Affiliated Development 6 points. Affiliated Development was the clear winner and he requested a motion to accept them. Board Member Romelus explained Related was the only group to provide work force in this area in perpetuity and it stood out. Since the Board wants to increase affordable housing in the downtown and in the City, she felt the board should continue to champion the cause and their decision should reflect it. She noted this was different and nearly 50% of their units was workforce. Fifty years from now they can have mixed income housing in the downtown core and people would not be priced out as had occurred in Delray. Affiliated will potentially be their partner. She wanted them to increase the number of affordable units and the Board find a way for workforce housing can be included in their plan in perpetuity. It has been done around the country. That was why she did not pick affiliate. She wants to see how they make it work. Related Urban did it because it is possible. They need to figure it out before she would cosign any purchase and Development agreement. She wanted Affiliated to make a commitment for affordable housing in perpetuity in Boynton Beach. Attorney Duhy explained this is an RFP to negotiate a Purchase and Development Agreement. The Board would make a selection and start negotiations. If negotiations fall through the Board could come back or adopt the ranking as a proper ranking and motion to move forward with the first choice ranked respondent. Based on the CRA Attorney move forward with the highest ranked member of the group with her comments added. Motion 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 30, 2021 Board Member Katz moved to enter into negotiations with Affiliated and if things fall apart, then enter into negotiations with Related. The motion would not be to adopt all the rankings and automatically go down the line if needed. Board Member Penserga seconded the motion. Board Member Penserga thought Affiliated was the best applicant. Related and Affiliated had the best history, track record and could make it happen. He noted Affiliated already spoke with the community, which impressed him. He looked at their other projects and their staffs. He was impressed with their long-term commitment they built and keep building. He fully supported the motion. He liked the comment by Mr. Farrington about the Dewey Park corner gets dark. Open spaces can be terrible without lighting and security and he will require that of a future development. Board Member Romelus wanted consensus about her comments and to explore how that could be made possible. Board Member Katz and Vice Chair Hay had no problem with affordable housing. Board Member Penserga was open with Affiliated explore how they can make workforce housing available in perpetuity. Vote The motion passed unanimously. Chair Grant thanked the applicants and proposers. 10. Adjournment There being no further business, Chair Grant adjourned the meeting at 11:12 p.m. Li Catherine Cherry Minutes Specialist 27 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.13. SUBJECT: Approval of CRA Board Meeting Minutes -January 10, 2022 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the January 10, 2022, CRA Board Meeting Minutes ATTACHMENTS: Description Attachment I -January 10, 2022 CRA Meeting Minutes MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING HELD VIA GOTOWEBINAR PLATFORM, ON MONDAY, JANUARY 10, 2022 AT 5:30 P.M., AT CITY HALL, COMMISSION CHAMBER 100 E. OCEAN AVENUE, BOYNTON BEACH, FL PRESENT: Steven B. Grant, Chair Thuy Shutt, Executive Director Woodrow L. Haw, Vice Chair Tara Duhy, Board Counsel Justin Katz, Board Member Kathryn Rossmell, Board Counsel Ty Penserga, Board Member Christina Romelus. Board Member 1.Call to Order Chair Grant called the meeting to order at 5:31 p.m. 2. Invocation Claude Maxime, Bride of Christ Tabernacle, gave the Invocation. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll call established a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Motion Vice Chair Hay moved to approve the agenda. Board Member Penserga seconded the motion. The motion passed unanimously. 6. Legal A. Approval of the Settlement Agreement between the Boynton Beach Community Redevelopment Agency and Legacy Photography LLC Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Attorney Duhy wished all a Happy New Year and stated the CRA received a letter after the Haunted Pirates Fest and Mermaid Splash indicating the CRA used a photo without authorization. After discussion with opposing counsel, a settlement was reached for $7,500 with no liability to the CRA and the CRA cannot use the photo in the future. Thuy Shutt, Executive Director, advised safeguards have been put in place for future use. Board Member Romelus asked if vendors, when contracted, have to have some type of liability coverage prior to working with the CRA. Ms. Shutt explained they do, but the watermark was very faint and they did not see it clearly when they superimposed it on their background. It was brought to their attention. Board Member Katz asked if they could add language to future contracts that if they use any unauthorized imagery or content, they are solely responsible and the CRA is indemnified and they would be the party to be sued. Attorney Duhy stated they would ensure it is included in contracts with third party vendors. Chair Grant commented if that watermark was not clearly visible, would they have a case to fight, and learned they would, but not for $7,500. Motion Board Member Penserga moved to approve. Board Member Katz seconded the motion. 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 Jeff Burns, of Affiliated. Chair Grant spoke with Hyperion, Centennial, Affiliated and S. Florida Marine B,ogrd,,Merpber Romelus wished all a Happy New Year. Board Member Penserga spoke with Jeff Burns, Hyperion, Attorney Bonnie Miskel and Centennial Vice Chair Hay spoke with Jeff Burns, Elizabeth Roque of Centennial and pwayne Randolph 8. Announcements and Awards A. Announcement of Art Walk Event 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Mercedes Cop.pin, Business Promotions and Events Manager, stated on Saturday, January 22nd, from 6 p.m. to 9 p.m., the CRA will partner with the Boynton Beach Art District. It is a monthly event held at 410 W. Industrial Avenue. There is free parking on W. Industrial Avenue and offsite from one business parking lot on the northern end of the Avenue. They are working to secure shuttles from the parking lot to the event site. The CRA is still accepting vendors, including art, craft and food vendors. Those interested in participating or additional information can be obtained by emailing CoppinM@bbfl.us. The event is a favorite event of Board Member Penserga. He asked if they can assist with lighting. Ms. Coppin advised they are adding light towers on the event and for the offsite parking lot. 9. Information Only A. Public Relations Articles Associated with the CRA 10. Public Comments Tory Orr, 106 NE 7t" Avenue, was present regarding the future project on 4th and 5th and had signatures of people in the community, for and against, Azur handling the project. He saw some of the work Azur has done, completed projects and some that have 0ot,been;comp�pted for years in predominantly baack areas. He questiAned what, r... rg0d PoyntQn so special thoy would Gc�rX]e tQ Baynton touil,d the gQCnmut�iy in yepr orvvo, when they hate_i�ot finished dovvn.in Pompano He,noted Azur weuld be getting the,land.'for $1.0, and`the,Gity is struggling to put d.asb cams in, police cars: He left the.,; signatures with the Clerk. He thought there were good comments made and advised he did read about Azur Equities LLC. He pointed out one property on MLK in Pompano was still boarded up, Chair Grant explained all the land on MILK was sold for $10. It is a government subsidized project and that is why it was sold at a loss on the CRA level. Wesley Shuler, 6060 W. Atlantic, Delray Beach, stated he has a landscaping business and he travels allot working for schools and the government. He reviewed the language regarding the Cottage District project by Azur and thought it is a bad deal as it will put the City in the same position as the City was with City Hall and other developer. Sometimes the money looks good, but sometimes it will burn them in the end. If Azur wants to sell the equity from the homes in the Cottage District, the buyer cannot get any for 15 years. He thought it was a bad deal. Kim Kelly, 529 E. Ocean Avenue, went on record they are now under the CRA and she was looking for an essential lease, and funding from the CRA to relocate or as a stipend of grant funds. She was seeking about $300K and noted the move will cost them about 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 $500K. Chair Grant requested consensus to put the terms they are requesting and how long of an extension she sought in writing and they can discuss it at the next meeting. Board Member Katz had no problem with the extension, but noted during the Affiliated presentation, that matter out be taken care of. He asked Ms. Shutt if it was stated. Board Member Rous also understood it was being handled by Affiliated. Ms. Shutt, explained the grant program only allows up to $50K reimbursement, but it does allow for any kind of relocation costs for redevelopment, which is available to all eligible businesses. As fort relocation Ms. Kelly referenced, they have never given that much relocation assistance to a tenant. Before they commit to anything, they have to go through negotiations with Affiliated as they signed with Ms. Kelly already. When they sign the property over to Affiliated, they have every right tonegotiate and have a side agreement with Ms. Kelly already fort relocation and then sequence the construction to ensure it is mutually beneficial for all parties. Ms. KeIlya ree t wanted it on record, that they were looking to be secure. This is a move forte that was not anticipated six months ago. Now they are faced with a huge debt and if there are grants from a developer, that is all they are looking for. She is of into her retirement funds for the move and wanted to be recognized that there will be some assistance one way ort other to ensure their future and not put them in debt so that they cannot get out of that hole. Chair Grant explained this is contingent on the contract she has with Mr. Burns. Chair Grant explained they will discuss that item and the cost of the build out. Ms. Kelly wants the same benefits as anyone else that would assist her in their move. Freddie Brinley, Apt 5, 517 E. Ocean Avenue was present. it Grant not this item was item 17C and they out move the item up on the agenda. There were no objections. Ramona Young, 101 S Federal Highway, does not usually attend CRA meetings, but wanted to challenge Board Member Romelus, Vice Chair Hay and Chair Grant on it thought process on Azur when all see red flags and they would vote to put the project through. She used to be on a zoning board and red flags signify something is not as it should be. The City already has a lawsuit with the developer for Town Square. There is a vacant lot that is supposed to have a building and there is nothing there and now there is a $7,500 lawsuit. She thought it was unreasonable, If there was a petition with signatures with both pros and cons, she thought the item should be tabled. From what she saw, she asked if the Board out put faith in a developer that had photos of projects in then s r that looked like bombed out areas. She did not want it to be a debacle and found it very upsetting. Scoft Rudderow, 517 E. Ocean Avenue, stated they were asking for an extension. Chair Grant advised this item would be moved up. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Chair Grant requested a motion to move Items 17 C and D and Item 16 1 before the Consent Agenda. Motion Board Member Penserga moved to approve as amended. Board Member Katz requested an amendment to the motion to move up, but also move CRA Projects in Progress to after New Business. Board Penserga accepted the amendment Board Member Katz seconded the motion. The motion passed unanimously. 17 C. Discussion and Consideration of a Lease Extension Request for Mr. Freddie Brinley located at 517 1/2 East Ocean Avenue, Apartment #5 (Heard out of Order) Ms. Shutt noted Mr. Brinley did not indicate how long of an extension he wants. Mr. Brinley advised he looked for apartments, but rents doubled and he was asking the VA for assistance. If he cannot move in Boynton Beach, he will have to look elsewhere and return to Kentucky. He would like to have as long as possible to look for another rental. He needs a one bedroom. Mr. Brinley's lease expires January 5th. Ms. Shutt explained the building is a pretty old building and it is non-compliant. There were safety concerns. The CRA will work with him, but staff does not want the holdover to be indefinite. Chair Grant suggested as with the prior landlord, they not allow anything more than 90 days. There was agreement Mr. Brinley would remain for another 90 days with rents due on the 5th. He did make his January payment. Motion for 17 C. Board Member Katz supports a 90-day extension. Vice Chair Hay seconded the motion. The motion passed unanimously. 17 D. Discussion and Consideration of a Lease Extension Request for Mr. Scott Rudderow located at 517 1/2 E. Ocean Avenue, Apartment #3 (Heard out of Order) Ms. Shutt recommended an extension to Mr. Rudderow's lease. Mr. Rudderow stated he hoped to leave at the end of January. His lease ends January 14th, but he preferred to stay until the middle of February. There was agreement Mr. Rudderow would vacate on or before February 14th by 5 p.m. Motion fa.r,17 D. Vice Chair Hay so moved. Board Member Penserga seconded the motion. Rent will be assessed, but the CRA will use the security deposit. Attorney Duhy explained this is an agreement not to enforce any eviction based on rent and holdover. The motion passed unanimously. 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 17 I. Discussion and Consideration of a One-Year Extension of Time to Begin Construction on the Bride of Christ Daycare Center at NE 10th Avenue (TABLED 11/09/21) (Heard out of order) Motion Board Member Romelus moved to remove from the table. Vice Chair Hay seconded the motion. The motion passed unanimously. Chair Grant thanked the Church for the letter. It was explained the Church closed on the property two years ago and had 24 months to commence construction and then six to eight weeks later, the Corona virus arrived and the congregation took a hit. Over the last several months, they worked with Valley Bank to finance construction for the 40-space child care facility, got a contractor which the Board approved, and hired an engineer to develop preliminary plans they submitted to the City which were not yet approved. They are requesting a one-year extension to commence construction of the facility. Claude ox,rTfe"waa preSent., V _ Chair Grant stated if the'one-year extension is granted, he would want an update after Slx'11�or�.ths Ms. Shutt commented they will assist the applicant because they will need zoning approval and could get it done in a year. It would be a conditional use. Day care is not a permitted use in a,residential area. That is alsoa. three to four-month process-0 hen the site;plan a` roved,,the have to-submit for a rovala. Tory Orr, gave address, asked what percentage of District II youth will be allowed there and learned it was approximately 95% of local youth and the rest is for the community at large. Motion Board Member Katz moved to approve the one-year extension to commence construction, boots on ground with reasonable diligence shown through the permitting process, and a six-month update provided to the Board on the permitting status. Board Member Romelus seconded the motion. The motion passed unanimously. 11.-CRA Advisory Board A. Pending Assignments B. Reports on Pending Assignments These items were heard after New Business. 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 12. Consent Agenda A. Approval of CRA Board Meeting Minutes - December 14, 2021 REVISED B. CRA Financial Report Period Ending December 31, 2021 C. Approval of 90-day Extension for the Commercial Property Improvement Grant for The Coffee and Ale Exchange, LLC d/b/a Bond Street Ale and Coffee Located at 400 N. Federal Highway, Unit 12 D. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Alberta and Octavia Bell for the Commercial Property Located at 130 E. MLK Jr. Boulevard Motion Vice Chair Hay moved to approve the Consent Agenda. Board Member Penserga seconded the motion. The motion passed unanimously. 13. Pulled Consent Agenda Items None. Old Business 16. A. Discussion and Consideration 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 (Heard out of Order) Ms. Shutt stated the agreement was presented to the Board and Centennial wanted to convert this to a loan agreement, but since then changed their mind. They would like to pursue the funding agreement as presented. Staff made progress with the language negotiations and they provided the latest draft to the Board. Elizabeth Roque, Centennial Management, stated after reviewing the taxes, they decided they do not need a loan and they are fine with the reimbursement process. The document looks good. Ms. Shutt explained this is the mixed-use project they were waiting for using the 9% Tax Credits, with 124 affordable multi-family rental units adjusted to the Boynton Beach Area Median income and having 8,500 square feet of neighborhood serving units, one bay will be for the Neighborhood Officer Program. The commercial piece will be built and funded by the CRA and Centennial will help them find tenants. Rent is fixed at $22 per square foot for 10 years, and the fifth year, there could be a 3% CPI increase. They hope additional funding will help preserve quality. The development agreement provided to the Board has the reimbursement funding. Centennial will buy the needed items and present the CRA with receipts and the CRA 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 will have a certain amount of time to reimburse them. It was already included in this fiscal year's budget consisting for about $225,000. Chair Grant asked if restaurant will fund the improvement regarding item 5G. Kathryn Rossmell, Esq., Lewis, Longman and Walker, stated the funding agreement will help build out the gray shell of the commercial spaces, but the individual tenant improvements are the tenants' responsibility. If there is any funding left over after prioritized expenses, the leftover funds can be used for certain tenant improvements and the CRA can help with the original very basic build out. Each tenant will be required to customize their space. They can also apply for commercial reimbursement grants and rent assistance as well. Attorney Duhy suggested the following motion to approve the Development Agreement as published in the agenda with the following amendments: the 4t" whereas clause, changing the definition section of eligible expenses to add some items; renumbering paragraph 2H adding a definition of secondary eligible expenses; amending section 4A; amending 5 F-4; amending section 6, regarding limitation on use of GRA Funds; mending section;? .A,r ame.nding,section,8`to,add a notice line,;amending section 9 regarding right of first refusal; amending section 13 regarding default; amending section 1�A regarding,general provisions; amending:section 15 regarding severalq.1lity;: rnd�n eion 15t, rodardin'g pufafc reca�ds�end sub��ct tb fiinal 1e�ga1 revlew Ms. Rogue,had not reviewed the,Jast'set of documents. Attorney R.ossmell explained the gnly-.change petween the documents that are before them.,on the dais.was After Ms. Rogue's email yesterday:'Th'e r Moved the language djscussing it Gould be a.loan Other.than:that, it is identical to the copy they received 1.last week. It will Oe suNect to- final legal review. If Centennial's legal team makes any substantive changes, they will bring it back in February for final approval. Motion Vice Chair Hay moved to approve with the red marks as discussed by Counsel. Board Member Romelus seconded the motion and asked about the sequence of events. Ms. Shutt explained staff was directed to handle the matter via a reimbursement development agreement. Because of the tax implications, Centennial wanted to research that further. The loan would require them to front the money upfront and draw down the money. At the request of Centennial, they halted the discussion with the reimbursement agreement and Ms. Roque then contacted them indicating they reviewed the matter and do not need to move forward with a loan so it reverted back to its original provisions. The CRA does not have ARPA funds. The funds used would be CRA money. The $1.6M is in a TIF agreement. This agreement is for $2M for the commercial mixed-use building and another $433K in an agreement coming up in an agenda item which was leftover funds from Cherry Hill item because Centennial now is shovel ready Chair Grant supported the item. 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Vote The motion passed unanimously. B. 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.(Heard out or Order) Ms. Shutt presented the item, which Was for $1.6M in TIF funding for the project to be reimbursed for the term of 15 years. It will be at 100% to help fund the cost of the overages due to the pandemic. She explained this item will return to the Board in February. Attorney Duhy advised this item is just an update. The negotiations are ongoing, but they wanted to secure the Purchase and Development agreements and agreement on the terms of those two agreements prior to finalizing this agreement. The draft before the Board is not final and this item would come back to the Board in February. Chair Grant liked the washer and dryers in each individual unit. It was part of the consideration of the TIF. It was 100% at 15 years, not to exceed $1.6M or 15 years. There was consensus to move forward. C. Discussion and Consideration of a Second Development Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Mixed Use Project Ms. Shutt presented the item and explained the terms were presented to the Board last month. Staff is continuing discussions on this item with Centennial with the same recommendation the Board approved. Any changes would come back to the Board in February. The agreement would be on a reimbursement basis. Attorney Duhy explained there was only one item legal counsel for the CRA and legal counsel for Centennial differed on, which was on page 5, paragraph 29, where it says the agent is personally responsible. Attorney Rossmell explained this language is typically contained in CRA agreements, usually when a corporation is largely controlled by a single person so the person who signs the agreement and the company are jointly and severally liable for ensuring the agreement is effectuated. It is up to the Board to decide to include it in the agreement. Wells Landing LLC is the entity that owns the land. The agent is not technically the LLC. Attorney Rossmell explained the agreement is set up to be signed by Mr. Swezy who would be the agent authorized to sign and it is specific to the signatories to the agreement that would be the agent bound by this clause. After brief discussion, Chair Grant did not agree with the personal guarantee. Ms. Roque noted they are the equity provider putting up the funds. Board Member Romelus felt if someone is signing, they should be liable for things occurring after the document is signed. Attorney Duhy explained if there is a corporation and someone signs for the corporation, the party that was contracted by the corporation is the party that is liable. If the corporation goes away, the CRA cannot pursue the 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 corporation's principals. In situations like this with the entity be a single person, it is not uncommon for them to personally guarantee it, or remain liable if the corporation goes away. It is at the Board's discretion if the CRA wants the ability to pursue damages or enforcement through the agreement against him personally as opposed to just Well's Landing. Attorney Duhy commented they do not do this with other corporations. They put it in there when there is a single person operating a corporate identity, so the Board would have a means of enforcement. Board Member Romelus asked if the CRA is protected. Attorney Duhy differed to the reverter in terms of getting a completed project, but if other action is needed in a worst-case scenario, the CRA cannot reach behind the corporation to the individuals unless it is expressly stated in the contract. Chair Grant thought a single member LLC does not provide protection. Attorney Duhy stated it is a corporate entity with managers and officers. A corporate entity can be an LLC. Chair Grant noted anyone can be an agent. It does not have to be the owner of the LLC. Attorney Duhy asked if the CRA wants the only person to enforce the agreement to be the LLC or the principal. Attorney Rossmell explained this agreement can be assigned and consent is not to be unreasonably withheld. They are relying mostly on a corporate format as a protection, so the language is intended as a protection and would address that. There are a variety of scenarios that could occur which is why they included it in a corporate structure. Board Member Katz supported keeping the language there if it provides additional protection. Chair Grant asked if they could get a personal guarantee. Ms. Roque did not know if Mr. Swezy was comfortable with a personal guarantee. They are the equity provider of about $17M and have a lot of skin in the game. When they do a lot of projects, Mr. Swezy usually does not sign personally. Chair Grant asked if there were any additional sureties that Wells Landings LLC is able to revive for this $433K. Attorney Duhy explained they do not have to formally approve any of the terms. They can work them out and bring them back next month with the TIF. Legal was just bringing up additional protections besides the LLC for the $433K. Ms. Roque stated they would work it out and discuss it next month. Motion Board Member Katz moved to table to the next meeting. Vice Chair Hay seconded the motion. The motion passed unanimously. Board Member Katz asked how much the combined total state funding for the two projects was and learned it was $20M for Ocean Breeze East and $34M for Wells Landing. Board Member Katz noted it was a substantial sum and this was millions in funding from the State Centennial obtained which made the projects possible. He was ecstatic they got the 9% tax credits twice in a row. Ms. Roque announced they obtained their permits for clearing. She will apprise the Board when they get final permits so they can have a ground-breaking ceremony. 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 D. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC (TABLED 12/14/21) Motion Vice Chair Hay moved to remove from the table. Board Member Katz seconded the motion. The motion passed unanimously. Chair Grant read a written public comment statement from Pastor Dames, Boynton Beach Coalition, indicating the Coalition is opposed to the Cottage District stating it needs to be built like any other development in Boynton Beach. He commented the Boynton Beach CDC and Randolph Construction should be a part of the development that comes to the HOB. Ms. Shutt explained the RFP was issued last year. Three developers were shortlisted and Azur was third. The Board authorized to staff to negotiate with them in May. Ms. Shutt asked Mr. Gotsman to provide images so the Board could see their completed work. The projects were mostly in Ft. Lauderdale. Projects the Board previously presented and had conducted site visits were projects listed in his proposal as examples of other projects in a CRA. Staff worked hard and diligently with Mr. Gotsman and Azur to develop the protections they have in the agreement. There are certain steps in a development to go through to have a successful development. One thing that was a concern to staff in August was for the ability of the developer, because of the experience he presented in his proposal, was the developments were predominantly mixed-uses and rentals. The reason why they were not initially selected was the single- family affordable housing component. They included language they can tighten to address comments that were raised, but there is still the ability of Mr. Gotsman to confirm to the Board about reassurance of the timeliness of completion and he can do this with the team he has. Staff offered the Board other options such as issuing another RFP, or the CRA do the project on their own with their own consultants, issue another invitation to bid so firms such as for Mr. Randolph's can apply and submit proposals, or entertain other letters of intent. Staff can review the terms of the development agreement to ensure the Board's and public's concerns are protected. Chair Grant appreciated the photos and wished they could have the photos earlier so it could be included in the CRA backup. Mr. Gotsman commented there was something more troublesome to him than being awarded or not awarded the project, which was a gestapo style prosecution, which has been occurring since the last meeting and since a company was awarded a project. Attacking a project is one thing, but attacking a company and its values is not acceptable. On December 14th, they funded nearly a million dollars in the Boynton Beach Village LLC and they were ready to start working. They have been working from the beginning and everything that was wanted and the community wanted was worked on. The development agreement did not start yesterday and they have been back and forth with the Board. A month ago, people got involved 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 and now they have a smear campaign, which he did not condone in any way and he commented it was not the way to do business. He advised he will gladly answer any questions. They developed 100s of millions of houses and building 40 houses was doable. He thought it was more than strange. Chair Grant noted Azur indicated their local partners were Randolph Construction and the Boynton Beach CDC and they were both still involved in the project. He thought the project was not just affordable housing, but attainable housing. There is a range of products from $249 to $400K. Chair Grant saw the prices of some old houses in the HOB going for more than that. Azur was still including the park. Azur first proposed a rental community, but was advised they wanted a path to ownership and the homes were to be for sale homes. People wanted garages so they added garages. They have changed the site plan several times and been jumping through hoops to keep the community and partners happy. He just got a letter of support from a Pompano HOA. Chair Grant commented there is affordable, attainable housing, with local partners and a park and they can move forward with it this month if the CRA desires. They gave away the Ocean Breeze East site and it never went through, but they never stopped giving the land to developers because they wanted a development built. Board Member Katz commented they have a right of first refusal in the current contract if they attempt to sell the land, but at the last meeting it was stated if things did not progress, they can buy the land back at cost and the cost of improvements put into the undeveloped property and it then belongs to the CRA again. Ms. Shutt explained paragraph 23.3 covers the right of first refusal regarding abandonment of more than six months and as written in that case, if the CRA executes their right of first refusal, they could buy it back for market plus improvement cost, which could be changed to say at the purchase price and payment. A second option is if Azur got an offer between the time of site plan approval and the time the last Certificate of Occupancy was issued, the CRA can buy it back at market value or change to purchase price and payment. Board Member Katz thought if he sells something for $10, that is the market rate for that product. He asked if the $10 was the market rate or the property appraisal cost. Attorney Duhy explained language would have to be changed. Board Member Katz wanted the land back for what they sold it for, not to give land for free. Mr. Gotsman stated they have not flipped any properties and had no problem as they are a community developer. Board Member Katz asked if Mr. Gotsman was open to the change Ms. Shutt stated. Mr. Gotsman responded he was. Ms. Shutt also noted the reverter is in paragraph 23.2 which states if the developer does not perform, the property reverts back to the CRA for the purchase price and cost of improvements made, and they would add for any other CRA incentives. The amendment would include said language. Attorney Duhy explained there are two options. The reverter shall require the property to be reconveyed to the seller by quit claim deed should the purchase default under the terms of the agreement. That is the timeline and development elements. In the event 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 the seller exercises the reverter, the seller shall reimburse the purchaser the purchase price of the property ($10) as set forth in this section 2 of the agreement in addition to verifiable costs incurred and paid by the purchaser from the effective date. Ms. Shutt wanted to add there, the CRA will pay anything above what they already paid in incentives under the agreement. There is a provision for $385K. If there is a default, the CRA will pays $10 and any amount above what they have given in incentives. Vice Chair Vice Chair Hay stated they gave the property for $10. If Mr. Gotsman repackaged the development, another developer offers him $50M for it, he returns to the CRA for right of first refusal, which they reject if Mr. Gotsman can sell the development for $50M and walk away free. The question with the right of first refusal is if it is for the same price meaning Mr. Gotsman received an offer for $1 M and the CRA would have to pay $1 M. Attorney Duhy explained as is currently written, it is at market price and the CRA would pay any amount above the $385K of incentives used for that improvement. Any additional infrastructure would be paid for plus the $10. The $385K is divided per portion of the property. Board Member Romelus asked how payment would be made incrementally, which Ms. Shutt explained in reference to paragraph 21. The first payment would be 50% paid out at the time of receiving the Land Development permit and the first Certificate of Occupancy, which she read. The last disbursement is after they get the final Certificate of Occupancy so it is done incrementally. Vice Chair Hay had problems with this development and it has nothing to do with Randolph Construction and the Boynton Beach Faith Based CDC. He thought there were many red flags. Building at $120 a square foot, Mr. Gotsman would keep the price of the home to $265K, but thought Mr. Gotsman would come back and ask for money. From the beginning when they ranked the company, it was not so good. The local hiring was good, but he was disappointed in their history of projects in Pompano and Deerfield. He noted the Board has options. He thought they could go to RFP and the CRA can do this project, which would allow them to lower the cost of the unit to under $265K. They could budget it for several years. The bank has programs for affordable housing and the CRA would not make a profit. He wants affordable housing in District ll, but he felt uncomfortable moving it ahead. He asked Ms. Shutt to explain how this could work. Ms. Shutt explained if they build the project themselves, they would have to hire a consultant via RFP/RFQ or piggy back on a City contract for a design consultant. They already have $385K could be used for design fees. The CRA can budget for construction or get a loan against their property which can be done in the next fiscal year. The Board can also issue an invitation to bid and break it up so smaller contractors can participate or partner with the CDC or Habitat for Humanity. The key is resale. The CRA can keep its price low and do not need to have a profit. To keep the price point at $270K the Board is looking at $170 per square feet with an average of 1,500 square feet. If the cost escalates, they would have to find money and hire someone to conduct the income qualifications. The biggest thing is the development 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 costs, but they would have to pay for the design and cost of construction. Chair Grant thought there was more liability if the CRA built the homes. He also asked how much the infrastructure would cost. CRA staff was not doing the work, it would be a developer. Any service over $25K has to involve an RFP or use a City contract. Ms. Shutt explained it would be an RFQ which usually takes 90 days. The CRA could piggy back on a City contract for an architect. Ms. Shutt explained an architect was not needed for a single-family home although it would help, but for liability, the builder will have to hold a performance bond. There are timelines and ways in which they could meet current procedures and the development could be finished in three to four years. in a more controlled way. The price of the unit dictates how long it takes for the homes to be sold. Vice Chair Hay liked that it provided greater control and thought they should look into it. He would not support moving ahead. Board Member Romelus has been a proponent of the developer from the beginning. While the company was ranked third, she ranked him first, the price point met the needs of the community. They were already working with local contractors. Her comment to Vice Chair Hay and Ms. Shutt is they are not in the business of development. They hire people to do this. The issue has been very politicized, which she thought was intentional by other people with vested interests in developing the area. The CRA is not a developer. She did not want to hire consultants, develop floor plans as that has already been done. This developer has been working with the CRA for at least nine months. He spent upwards of a million dollars on things the CRA was just discussing. She questioned why they are wasting time, money and resources, thereby preventing residents of District II from receiving affordable housing. They just heard a resident say they cannot afford to live here or he has to move back to Kentucky. The reason the other two developers dropped out is they could not meet the price point the CRA wanted. The CRA had to go to the City to fix something the CRA wanted such as a park. Blaming the delays and time issue on Azur was unfair. She felt it was disappointing they got to this point and now they are at the finish line and saying no. It bothered her that they are letting pressure from outside people make them change their votes. They cannot go into this and say let's do this ourselves. They have wasted time and resources and made themselves look foolish in front of the development community by doing a complete turn-around. They will have a new Board in three months and they will have to pick up where this Board left off and build a new 40-unit development She had her reservations in terms of issues with the development agreement, but not the developer and the team. She expressed her disappointment and stated this is not the outcome they should have had in a year. Board Member Katz commented regardless of proceeding or not with Azur, they want to make a future decision for the site. He did not favor the CRA developing the site. In spite of comments for and against Azur recently, the timeline of apprehensiveness predates all that and nothing recently said motivated him one way or the other. He did not see things ironed out to his comfort level. He did not want to proceed and thought how the matter would be handled after that was up to the new Board. 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Chair Grant commented he used to live a block away and going up and down 1 st Street, he saw the youth playing on the vacant lots, and he said he would try his best to get the neighborhood youth a playground. They did not have the properties on NE 4th Avenue then, but do now as part of a project for single-family homes. He favored moving forward with Azur. Tory Orr, 106 NE 7th Avenue, stated the community lives in District II. He was not in favor of Azur and they would appreciate not making decisions for them. He noted Board Member Romelus does not live in District II and it is different when you live there. Attorney Duhy explained there are two issues. The first issue discussed was the right of first refusal would be to change it to repurchase it for the purchase price plus the cost of any improvements above the $300K. The reverter discussion is when it would come into effect. She pointed page 21 of the Agreement provides the ability of the purchaser to get a construction loan financed via commercial bank or similar lender intended to fund the construction and development of the improvements. In such an event, the seller enters into a subordination agreement satisfactory to such lender. That language would mean the right of reverter is secondary to a construction loan lien. She recommended the language be stricken and a subordination agreement would have to be brought back to the Board for approval rather than putting it up to the lender. She was uncomfortable agreeing to something without seeing the terms. Pascal Cohen, President and CEO, Azur Equities, 431 Bermuda Drive, Hallandale Beach, thanked the Board for the time they spent working with them on the project. He advised he is shocked at what he heard and they should continue working with the towns and cities. In his life, there a place where people blame others for things that were not done, but he would not make commentary. The building shown was developed by recognizing the best building. He would not comment on the burden when they were spending money and wasting time trying to get things done on the City and CRA levels. Today, the City of Pompano Beach is trying to give them more to develop because they are a community that tries to give back because they live here. He clarified what it means to give back as it is time to get your community living in your City. They do not care if they have to pay $2M for a site. They just bought a $25M site in Miami for City Center of Miami Gardens. Construction is not about dollars, it is about people. It is about people on their sites spending money to help the community to have decent homes, help educate families and their children better because they have better homes. They are throwing that in the fire. They are not talking about profit and money. They have been told to do what is best for the City and they have spent time for a year, spending time, money and plans. He thought the CRA can do their own work, and clean their shoes first. Clearly, the members on the Board have to make a decision, but it is his decision too. He advised he was not working for the City of Boynton Beach. He read the first article about an abandoned site in Davie. He advised they are working with Davie on the City Center and the article is fake. He advised it is a fake allegation and he questioned how they are to continue to work together. He announced it was not respectful. This is a serious job, with a serious commitment and dollars. He was 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 shocked. He explained maybe he made the right or wrong decision, but all his life with his crew and team, he tells them to try to live a life you want and help people to have a better life. After hearing what he heard, he is happy. Azur is out. They have never thought about flipping a property. He implored all to be serious. Making money was not what this project was about, it was for the people and community. The development is serious and about people. He commented he was not going on trial here. He thought plenty of developers would come to the City and they did not need one more project. Their plate is full, and they only need one more project that serves the community. He wished the Board luck. He explained it will be tough for his team to withdraw, but it was the first time he was doing so. He will have a special meeting of the group with all the members. He was sorry for Mr. Gotsman and Ms. Shutt and the Board members, but this was not the way he works. When he helps people in Pompano Beach, he does not ask for anything back, just respect, and tonight had a very disrespectful approach. He thanked the Board for their support and reiterated the project is done. Attorney Duhy recommended either approving the development agreement with amendments or terminate negotiations with Azur Development and terminate the RFP, Chair Grant noted the developer terminated the agreement first and questioned if the Board still needed to make the motion and learned they did. Motion Board Member Katz moved to terminate negotiations with the developer. Vice Chair Hay seconded the motion. The motion passed 3-2 (Chair Grant and Board Member Romelus dissenting.) E. Discussion and Consideration of a Purchase and Development Agreement with 211 E Ocean LLC for CRA-Owned Property Located at 211 E. Ocean Avenue Ms. Shutt presented the item and advised Mr. Barber is working on getting the Board the needed information. Board Member Katz asked if there was any additional information about shipping containers. Ms. Shutt responded the last meeting with Mr. Barber and staff was very positive based on the site and historical aspects. They are in favor as long as Code requirements are met. She did not think there would be any objections, which she could get in writing from the Development Department and any other items that may be detrimental to the concept. Board Member Katz commented he appreciated a real time update. He also noted there was a request to remove the historic designation and advised he felt it was not historic. Even the local designation was created primarily for the pursuit of funds for restoration and designation. In order to remove the historic designation, it would have to go to the City Commission and Board Member Katz requested they ask the City Commission to remove it. Ms. Shutt stated aesthetically it is not a big proposal to change. Board Member Romelus supported changing the designation. Currently, the outdoor dining room has to have an outdoor design and porch area and they need to restrict some of the new improvements 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 behind the building. The building would be restored, but needed to meet Code. Chair Grant did not want the Board want to remove the designation. Motion Board Member Katz moved to pursue removal of the historic designation. Board Member Romelus seconded the motion. Mike Rumpf, liaison to the Historic Resource Preservation Board, commented designation is not a stumbling block to development. Chair Grant commented if they remove the designation and sell it to someone else, they can change their mind and tear it down. Mr. Rumpf agreed. The review process has a recommendation from the Board. Vote The motion passed 4-1, (Chair Grant dissenting.) F. Discussion and Consideration of a Request from South Florida Marine to Amend the Purchase and Development Agreement Ms. Shutt presented the item. There is $50,800 to be used for job creation, amounting to 12 full-time or 24 part-time jobs or a combination thereof, Ms. Woods requested staff bring it up to the Board to draw some of the funds down. (Board Member Romelus left the dais at 8:05 p.m.) Ms. Shutt explained South Florida Marine is finding they are having a hard time hiring employees. Chair Grant would give another extension as COVID impacted businesses, but he did not think they should do so for private businesses. Mr. Woods has been on Linkedln, Facebook, and South Tech trying to recruit new employees to the dealership. They are a drug-free employer and some employees do not show up. Their employees are working over-time and it is difficult. They had previously received a one-year extension to November 2022. Board Member Katz was not opposed to granting an extension if it appears the next 10 months would not yield any new hires. He does not support deviating from the original use to create jobs and did not feel he needed to weigh in on it. He did not support the request at this time. There are specific things in the agreement they have to maintain. (Board Member Romelus returned to the dais at 8:11 p.m.) Chair Grant noted it was a reimbursement grant so as soon as they have someone working there for what the term states, they can apply for the money based on that information being given to the CRA. Ms. Shutt did not see in the current agreement the 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 maintenance of the job, which the Board can ask staff to correct. Chair Grant thought if South Florida Marine could retain an employee for 30 days, it could be used as a signing bonus. Board Member Katz felt as long as they create new positions, regardless of how they use the funds, that as long as they created the jobs, they were entitled to the funds. Discussion followed how long the employee have to be there for and what percentage of funding should be given and it was recommended for a full-time employee 50% be given after 30 days and after 90 days they get 100% of the funds, prorated per employee. This is for new positions and new employees. This item will be brought back to the Board next month. If the position is available, email it to the CRA (Board Member Katz left the dais at 8:17 p.m.) Attorney Duhy explained at that time, an amount would be provided.. She will bring back language for the next meeting. Motion Board Member Romelus moved to change the agreement from at the end of the period (November 2022) that 50% employee reimbursement at 30 days and the full 100% after 90 days in Section 19.2.D. Vice Chair Hay seconded the motion. (Board Member Katz returned to the meeting at 8.18 p.m.) Vote The motion passed unanimously. This item will be placed on the Consent Agenda. G. Consideration of the Purchase of Green Acres Condominiums and 409 NE 1st Street Properties (TABLED 12114121) Ms. Shutt advised Mr. Fitzpatrick was supposed to bring back terms listen. If the information is not received, it will not be placed on the next agenda. Chair Grant noted 409 NE 1St Street is adjacent to the Cottage District. Board Member Katz thought the Board should prioritize the Ocean Avenue property. Motion Board Member Katz moved to remove from the table. Board Member Romelus seconded the motion. Chair Grant thought if they could get the land on 409 NE 1St Street property for $300K compared to the amount of land they purchased on NE 4t"Avenue for over $250K they are buying the same acreage for 60% of the cost. If they want affordable housing in the HOB, this can help. It would allow the purchase they made for the single-family home, to have a much better value than leaving it to the whims of a developer because if 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 another developer buys it, then the $268K purchase the CRA has will have very little value. Chair Grant asked if the Board would entertain purchasing only the 409 property, and not 409 and Greenacres as a combined unit. It was not one of the listed items and they can communicate that to Mr. Fitzpatrick as Mr. Fitzpatrick offered to sell the 409 property for $300K. Board Member Romelus suggested negotiating and making a counter. She thought $300K was a fair offer. Chair Grant thought $350K was a fair offer because it is listed. The CRA does not pay broker fees, but increased the offer so the seller could pay the broker fees. Board Member Romelus was fine with that. Board Member Katz asked if Mr. Fitzpatrick can lock in the $2.67M or $2.65M with an escalator. If done together it would be $2.7M. The verbal agreement to the Board is not valid. They can redact the amount, but they would need to have it signed. Discussion ensued to offer $350K for 409 NE 16t Street and the price for the Greenacres property would be $2.5M subject to option purchase agreement negotiated by the parties. The offer letter will say the Board voted to approve the purchase of 409 at a cost of$350M immediately pursuant to a purchase and sale agreement to be agreed upon and an option agreement for purchase of the entirety of the Greenacres condominiums with representations for all owners of acceptance of the offer for $2.5M. The terms of which will be set forth in an option agreement to be approved by the Board. Motion Board Member Romelus so moved. Board Member Katz seconded the motion. The motion passed unanimously. H. Discussion of a Potential Lease Agreement with C Life C Food, Inc. for the CRA owned Property located at 401-407 E. Boynton Beach Boulevard Ms. Shutt advised staff sent the final agreement to Mr. Collins and are still awaiting the information from his investor so staff can vet it and be funded for the improvements for $100K. Staff has not heard from either party. There was agreement all the requested information should be received by January 21 st by 5 p.m. for staff to review. It would also be conveyed that failure to do so would result in termination of negotiations. Motion Board Member Katz so moved. Board Member Romelus seconded the motion. The motion passed unanimously. 14. CRA Projects in Progress A. CRA Economic & Business Development Grant Program Update 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Vicki Curfman, Administrative Assistant, stated December was a slow month. There were four new businesses that moved into the CRA District. There was one new approval this month for$25K to improve a commercial plaza property. The owners wanted to make outside improvements and address the HVAC. At the last meeting, the Board wanted to know what was outstanding from 2019. Ms. Nicklien had prepared a report that has that information. B. Social Media Update Renee Roberts, Social Media and Communication Specialist, advised social media was used to promote local businesses. She reviewed this month's posts as contained in the meeting materials. Examples of posts covering the HOB Village commencement and the Holiday Boat Parade were viewed. They were also broadcast via Facebook Live. C. Social Media Outreach Program 1st Quarterly Report (October - December 2021) There are 66 businesses in the Social Media Outreach Program (SMOP); 107 have registered since the beginning of the program; two new businesses registered this quarter; and 43 businesses were contacted between October and December. The SMOP provides one-on-one social media assistance. Images of businesses helped were viewed. The SMOP program helped with Centennial Management's Heart of Boynton Village job fair. Ms. Robert reported the program has continued to grow. The CRA Facebook page grew by 1 K followers between October and December. In the past year, it grew by over 1,500 followers and Twitter has over 10K impressions for the first quarter. Instagram reached over 14K followers in the first quarter and 23K users in the past year. Future projects are new social media strategies, continuing the Bon Appetit and the Boynton Beach Bucks programs, collaborating with the business promotions team for upcoming events, and coordinating with the Grants and Projects Manager to promote the grant program to prospective recipients. D. Neighborhood Officer Program 3rd Quarter Report Items D and E were heard together. Sergeant Henry Diehl explained this item covers over six months. The program held events such as Swim with a Cop at the Denson Pool and lots of activities over the summer including Kids, Cops and Cones at Boardwalk Ice Cream, Back to School events in the beginning of the fourth quarter and National Night Out. Crime statistics were also viewed. Chair Grant noted a lot of attention has been paid to off highway vehicles. He asked if the Neighborhood Officer Program (NOP) has done anything to address this and learned they have not done anything specifically, but they can provide education and see if they can curb the behavior by educate the public. Chair Grant wanted to ensure information about the law is provided. Anyone under 16 years old can have under 14 cc dirt bike as long as it is not on a public road. He noted electric scooters can go up to 20 mph and be considered street legal as long as they go under 20 miles per hour. E-bikes can be used for transportation. No one under 16 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 should be on an ATV in general. Sergeant Diehl would have to research the age limits with ATVs as there are age limits for motorcycles by cc. He hoped they could create a program to teach what is safe and legal on the roads. Sergeant Diehl agreed to contact other cities about the matter. E. Neighborhood Officer Program 4th Quarter Report Sergeant Diehl stated the new software does not provide maps, only the chronological order of crime stats. They are working on getting maps in the future. F. Update on 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Negotiations with Affiliated Development, LLC Mr. Burns had submitted a status regarding the assignment of the Boardwalk Ice Cream property. He is working with Hyperion and is willing to explore certain things, but he wanted to ensure the CRA is still working for a positive outcome so they can get the terms to the Board in the next 45 days or so. Chair Grant noted they are being asked to incorporate basic language to allow Affiliated some flexibility. He thought there should be no ties to any sort of TIF agreement with Hyperion for the transfer of the property and they should try to make the transfer simple and easy to keep in-line with their current time frames. There were no objections. Ms. Shutt explained they met with Affiliated before the holidays and then staff learned about the assignment. Staff wants to schedule a meeting after the MILK holiday to review the agreements. There will be two agreements with the City; one of which is for the garage or the lease back of the spaces and there will be two with the CRA; one being a purchase and sale agreement and the second TIF agreement. Attorney Duhy explained they were titled development and TIF agreements, but they are term sheets that will turn into an agreement. Chair Grant stated the big question is the garage as they have to work out a deal with the City. They will finance and build the garage for what they need and the 150 spaces for the public and then sell the garage back to the City for $10M. They were also negotiating the 118 units with 50% of the 236 units preserved in perpetuity for affordable housing. Those are the main terms and the others will have the standard development. Board Member Katz asked if they can add language that pursuant to comments by Kim Kelly and others, that the phases or however they decide to build, needs to incorporate the expeditious building and outfitting of the new Hurricane Alley to minimize the associated cost for the move from Hurricane Alley One to Hurricane Alley Two, and so it does not become a $300K liability for the CRA. Ms. Shutt explained as part of the purchase and development agreement, the property was purchased by the CRA for $900K. They are hoping, as they are giving the land to Affiliated for the development, that it is counted in there. There has to be some equitable solution and timing to ensure he will work with Ms. Kelly to relocate. She believed it would be asked to be considered earlier on because the layout of the site allows him to work on the existing building and retrofit it to a restaurant use. She would 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 ensure it is incorporated into the development timeline, which minimizes additional costs to the CRA. G. Project Update for the Boynton Beach Boulevard Complete Street Project Tim Tack, Assistant Director, stated the project is between 4th Street and US 1 and it will have a 15-foot, shared-use path to a nine-foot sidewalk on the northside. There will be the addition of pedestrian lighting and the installation of one midblock crossing. Enhanced connectivity to the Intracoastal Waterway (ICW) and Marina is proposed by having shared-lane markings from US 1 to the ICW. On November 30th, 30% complete design plans were submitted to the City and CRA for review and comments are being sent back. The Board was able to get an additional two feet of sidewalk over the 1-95 Interchange. The project by Galaxy and Captain Frank's Seafood will have a bike lane and go from nine feet on the north and 15 feet on the south to eight feet. The original design the State wanted was six feet, but Chair Grant explained they wanted non- recreational bicyclists to have a separate path to ride their bikes on the road where cars are turning on and off the highway. After the interchange along Boynton Beach Boulevard it will narrow to six feet of sidewalk and the bike lane with two buffered feet. It was noted the Department of Transportation no longer installs landscaping as part of their road work, so after this project is complete, they will go forward with landscape improvements. The reason why is they do not want the roadway contractor to be responsible for the survival of the landscaping that is installed. It will be handled as a separate project and the CRA will have to fund it through a separate mechanism. Chair Grant noted the Buttonwoods will be removed and he hoped they would have better canopy trees that will not lift the sidewalk. The CRA has $500K and they will need, according to the ILA with the City, another $500K to total $1 M, but based on Mr. Tack's experience with this project, which was approved with 2018 dollars, that by 2024, they are looking at another 20% to 30% of the cost. The DOT typically wants the funds upfront from the City, so they would need to budget for it in fiscal year 2023 and not wait until fiscal year 2023/2024. They will be asking the Board to budget $250K in the next budget year. H. Project Update for the East Boynton Beach Boulevard Extension Streetscape and Parking Improvement Project Mr. Tack presented the item and explained the project involves improving existing pedestrian areas, streetlighting, landscaping and parking on Boynton Beach Boulevard east of Federal Highway. The advertisement for bid was delayed to the spring of 2022 due to the condition of the retaining wall along the roundabout perimeter and a structural evaluation is needed. Gary Dunmyer, City Engineer, explained the roundabout is not needed in its current capacity and it will be redesigned and converted to diagonal parking. They will remove the sidewalk, insert a curb and remove the middle island which will provide 19 additional spaces. Chair Grant commented the City could install meters or anything else as the Marina parking garage already charges $5. Board Member Katz asked if the CRA has parking spaces on the top of the parking garage. 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Mr. Dunmyer stated there is parking there. Currently, the signs say two-hour parking. The garage is getting $5 per space and makes revenue for their parking authority. Marina Village has unused parking spaces at the top of the garage. The existing mangroves at the park will have to be removed and the CRA is trying to negotiate with the church for a land swap so they will not have to remove and demolish the existing boardwalk. The Boynton Beach Boulevard extension project was designed to create more parking and beautify Pete's Pond. There was also a forced main that burst and they are in the process of replacing. I. Project Update for Improvements to the Sara Sims Park Amphitheater Mr. Tack explained the CRA approved $150K to make improvements to the above in response to the community's concern, which includes landscaping, stage, sound, accessibility and electrical improvements. The improvements were completed in December 2021 and they are being closed out with minor adjustments. The improvements are 100% complete, they just have to remove the sign. Vice Chair Hay met with Glenn Weiss, Public Art Manager, who showed him how the panels at the amphitheater will work. One side will be solid and the other side abstract with could rotate, but it takes a special technique to rotate. His recommendation is to come through the City if they want to flip those panels. He was happy with the way it turned out. He noted there are also five outlets on the stage and conduits, if they want to expand. He praised staff. The canvass on the top of the amphitheater would also be removed before any storm. 15. Public Hearing 16. Old Business A. Discussion and Consideration 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 This item was previously addressed. B. 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 This item was previously addressed. Ms. Shutt presented the item. This item will return to the Board in February. Chair liked the washer and dryers in the individual units. Tara if there is direction, provide it now. It is 100% for 15% could be 10 years max. up to a mix of 15 years. Consensus to move forward. 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 C. Discussion and Consideration of a Second Development Agreement between the CRA and Centennial Management Corporation for the MLK Jr. Boulevard Corridor Mixed Use Project This item was previously addressed. D. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC (TABLED 12/14/21) This item was previously addressed. E. Discussion and Consideration of a Purchase and Development Agreement with 211 E Ocean LLC for CRA-Owned Property Located at 211 E. Ocean Avenue This item was previously addressed. F. Discussion and Consideration of a Request from South Florida Marine to Amend the Purchase and Development Agreement This item was previously addressed. G. Consideration of the Purchase of Green Acres Condominiums and 409 NE 1st Street Properties (TABLED 12/14/21) This item was previously addressed. H. Discussion of a Potential Lease Agreement with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard This item was previously discussed. I. Discussion and Consideration of a One-Year Extension of Time to Begin Construction on the Bride of Christ Daycare Center at NE 10th Avenue (TABLED 11/09/21) This item was previously discussed. 17. New Business A. Discussion of 114 & 222 N. Federal Highway Property REVISED Ms. Shutt advised they got three letters requesting a TIF agreement. One was related to the 115 site and two for the 222 N Federal Highway site. Chair Grant understood 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 Hyperion wanted to understand what the Board was looking for in exchange for future TIF funds. Bonnie Miskel, Esq., representing Hyperion explained Hyperion closed on the 114 N. and 222 N. Federal Highway properties and they want to come back with a site plan, but wanted to discuss some elements and looked to the Board to give them direction. They hoped to return with additional information in time to appear on the next agenda for some form of TIF agreement. They also want to explore developing higher residential densities. There is a site plan associated with the property, but it is not the same site plan that was originally presented and approved. Chair Grant stated the CRA is willing to help fund commercial development in the CRA and he would consider helping fund anything above the minimum and the aspect of subsidized housing if it is under 140% via TIF and for parking spaces. Hyperion would come forward with proposed terms. Board Member Penserga spoke with Attorney Miskel earlier about the matter. At the next meeting they are going to come in with minimum in addition for some of the terms and their analysis, they will have a minimum square footage of non-residential, with sufficient information to make an informed decision. Hyperion will cooperate and has spoken with Affiliated. Board Member Katz agreed with Board Member Penserga, but suggested giving consensus so CRA staff can start moving it forward. They can provide the information quickly. It should be received by the 28th, but then they cannot make comments. If comments are wanted, they must be submitted by January 21St B. Discussion and Consideration of a Lease Extension Request for Jean O. Francois and Rosena Joseph for the CRA-owned Property Located at 133 NE 4th Avenue Ms. Shutt presented the item. The tenants were living there rent free and their lease will expire January 23rd. Chair Grant requested giving an extension to February 9th and if they want to bring a new 30-day lease or extend for $1 K per month for a two-bedroom, two bath unit they could. They would need to vacate by the end of February to get the Solid Waste Authority (SWA) grant. Attorney Jacobson was online and thanked the Board and staff. His clients got a house and closed on November 30th, but the house they found has tenants living there and they need to stay till May per the lease. They need the CRA's help for four more months. They are working with the tenants to get out of the house earlier, but the tenant flip flops. The new owners have four children and the husband is a truck driver. Chair Grant commented the SWA Grant has to be used by October 1st so the extra three months does not put it out of the time frame. Ms. Shutt advised they can work on it, but they cannot obtain the demolition permit until all utilities are off and an asbestos test is done. The CRA will demolish two buildings at the same time so they can get a better price. The other building is vacant. When they do the bids, they can schedule it. 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 The timeline associated with the bids is two weeks. Then they have to get permits. Demolition permits run a month or two to obtain. They can extend the lease to the next Board meeting so staff can get further information. The end date is January 28th, but the Board can impose a new end date if desired and be brought back to the next meeting for an update. Board Member Romelus asked how long it would take to demolish a building if they started the process in March or April to move out in May. Ms. Shutt explained it typically takes four weeks, it is usually a matter of cost and trying to bundle the properties separately. It may be beneficial to demolish one building and then stagger the rest of the demolitions. It would be cut pretty close, but it was doable. Motion. Board Member Romelus so moved for an extension of February 281h. Board Member Penserga seconded the motion. The motion passed unanimously. Board Member Katz inquired what the cost savings to bundle the demolitions was. Ms. Utterback agreed to forward the information tomorrow. Chair Grant recessed the meeting for a short break at 9:08 a.m. and reconvened the meeting at 9:17 p.m. C. Discussion and Consideration of a Lease Extension Request for Mr. Freddie Brinley located at 517 1/2 East Ocean Avenue, Apartment #5 This item was previously discussed. D. Discussion and Consideration of a Lease Extension Request for Mr. Scott Rudderow located at 517 1/2 E. Ocean Avenue, Apartment #3 This item was previously discussed. 18. Future Agenda Items A. Execution of the Second Amendment to the Purchase and Development Agreement to the Ocean Breeze East Project B. Palm Beach County Housing Authority Auction of the Cherry Hill Lots Update 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 19. Adjournment There being no further business to discussion, Vice Chair Vice Hay moved to adjourn the meeting. Board Member Penserga seconded the motion. The motion passed unanimously. The meeting was adjourned at 9:55 p.m. Catherine Cherry Minutes Specialist 27 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.C. SUBJECT: Approval of CRA Special Board Meeting Minutes - February 1, 2022 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the February 1, 2022, CRA Special Board Meeting Minutes ATTACHMENTS: Description Attachment I - February 1, 2022 CRA Special Meeting Minutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, February 1, 2022, at 4:30 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 4:34 p.m. 2. Invocation Chair Grant gave the invocation. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll call established a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Motion Board Member Penserga moved to approve the agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. 6. Legal None. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida February 1, 2022 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 Chair Grant disclosed he had discussions with Centennial Management and will be meeting with Affiliated on Friday. Vice Chair Vice Chair Hay had no disclosures. Board Member Romelus spoke with Affiliated Development. Board Member Penserga spoke with Centennial and Affiliated in the past. 8. Public Comments None. 9. Public Hearing 10. Old Business A. Discussion and Consideration of a Lease Extension Request for Jean O. Francois and Rosena Joseph for the CRA-Owned Property Located at 133 NE 4th Avenue Thuy Shutt, Executive Director, explained the CRA received a request to extend a lease as the tenants purchased a property but the lease for the tenants in the newly purchased property did not yet expire. The CRA received demolition bids for the property and they will demolish this property and the property to the east separately. The demolition will be paid for by a grant from the Solid Waste Authority, and would allow the above tenants to remain in the property until May 23, 2022. Staff recommended approval and reviewed options. Attorney Johnathan Jacobson was present and thanked the Board for the extension. He spoke to his clients about rent, which is a hardship.He hoped any rent would be minimal. The new mortgage a month is $3,200. They receive $2,500 a month from the tenants in the home they purchased. They are paying $700 out of pocket. After discussion, there was agreement $300 a month. Motion Vice Chair Hay moved to assess $300 a month rent starting in February, and giving February 15th, as a deadline to pay February's rent and for March, April and May, rent is due by March 5th. Board Member Penserga seconded the motion. The motion passed unanimously. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida February 1, 2022 B. Approval of a Development Agreement between the CRA and Centennial Management Corp./Wells Landing Apartments, LLC for the Commercial Component of the MLK Jr. Boulevard Corridor Mixed Use Housing Project Ms. Shutt explained the item was postponed from the last meeting. The next three items are related to the Heart of Boynton Village Apartments. She thanked the CRA Attorney and all the attorney's for working out the language. One agreement is a clean copy and the other is a red lined copy. Kathryn Rossmell, Lewis Longman and Walker, were agreed on by all parties. There were two outstanding issues with the current agreement, which was how and when the development agreement could be assigned if the lender took over the property. If the developer has the property taken possession or ownership of, by the lender then, the lender would have the option to have this agreement assigned to them, and they would take on the responsibility of the lender as well. They would have to provide notice to the CRA that is what they intend to do and instead of payment by check, payment would be made via electronic transfer. Motion Board Member Romelus so moved. Vice Chair Hay seconded the motion. The motion passed unanimously. C. Approval of a Second Development Agreement between the CRA and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project Chair Grant noted they asked the Developer for fictitious name of Heart of Boynton Village Apartments. Attorney Rossmell explained she did not know, so this entity would be the viable entity they can form a contract with. Elizabeth Roque, Centennial Management, indicated they were working on the fictitious name for Wells Landing LLC. Attorney Rossmell explained this development agreement is for the residential portion of the same project. The amendment was to clarify the original purchase and development agreement is on top of a prior Purchase & Development Agreement executed by the Board. If the prior agreement is amended those changes would be effective in this agreement, there was the change that payment would be made via electronic fund transfer into an account designated by the developer for any payments made out and the same in the assignment language was added to this agreement to provide that in the event that the construction lender or permanent lender takes possession of the property or ownership of the property then they will have the option to receive assignment of this agreement and take the burdens and benefits of this agreement. With regard to a discussion held of whether there needed to be joint and several liability Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida February 1, 2022 of the officers signing on behalf of the business, they discussed a different solution in this agreement, which regards project compliance. In the past, the Board accepted construction project completion guarantees and in lieu of that type of joint and several liabilities, they added a paragraph to accomplish that saying if there is a breach of the original purchase and development agreement in the substantive performance, not a technical default, in terms of constructing the project, meeting a deadline and using contractor type things, that any breach in that agreement would also be considered a breach of this agreement. With those changes, the language has been agreed to by all parties. Motion Board Member Penserga moved to approve. Vice Chair Hay seconded the motion. Chair Grant commented when dealing with all these agreements and moving forward, especially with the name of the complex, they have a legal entity approved that has been approved by the Board of the Heart of Boynton Village Apartments. Elizabeth Roque, Centennial Management, explained it would be a fictitious name, d/b/a as Heart of Boynton Apartments. Chair Grant requested they contact Ms. Shutt when the name becomes official. Vote The motion passed unanimously. D. Approval of a Tax Increment Revenue Finance Agreement between the CRA and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project Attorney Rossmell noted a different term regarding the TIRFA, the developer agreed to a paragraph that states the developer will ensure that each rental unit contains a washing machine and dryer, and the form of payment was changed to electronic funds transfer instead of payment check. The assignment language in the event the permanent or construction lender takes over the project or becomes the property owner then they have the option to accept the assignment of this agreement and the burdens and benefits thereof upon notice to the CRA. Motion Vice Chair Hay so moved. Board Member Penserga seconded the motion. The motion passed unanimously. Chair Grant thanked Centennial for their work and looked forward to the groundbreaking. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida February 1, 2022 Michele Roque, Centennial Management, announced all permits were approved and have their first construction meeting at the jobsite on MLK Jr Boulevard on Monday, they plan a groundbreaking some time in 2022, and Centennial Management thanked the Board Members. E. Update on Negotiations with Affiliated Development, LLC for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project Ms. Shutt stated since the last meeting when the CRA selected Affiliated, they have met several times with the City and the Affiliated development team. The staff report contains the progress of those meetings. They are also working diligently with legal counsel and Affiliated to provide terms and draft agreement to the Board at the March 9th meeting. The City will meet with Affiliated regarding the parking garage and/or easement agreement for it. The terms being negotiated were contained on the cover sheet. The CRA will look at purchase and development agreement as well as the TIRFA. Jeff Burns, Affiliated, agreed they were working to complete the agreements. He hoped the agreements would be completed in a few weeks. They have had good discussions with City. City staff is working with consultants, including bond counsel. Things were going smoothly. In addition to the two CRA agreements, they will have two agreements directly with the City for the garage. As for the 209 N. Federal Highway project, it will not be part of the CRA agreement, but they can negotiate further if the property is acquired. 11. Future Agenda Items 12. Adjournment Motion There was no further business to discuss. Vice Chair Hay moved to adjourn. The motion was duly seconded. The meeting was adjourned at 5:01 p.m. 4 Catherine Cherry Minutes Specialist. BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.D. SUBJECT: CRA Financial Report Periods Ending January 31, 2022 and February 28, 2022 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending January 31, 2022 (Attachment 1) and period ending February 28, 2022 (Attachment 11): • 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/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY2021-2022 CRA Budget CRA BOARD OPTIONS: Approve the CRA's monthly financial and budget reports for the periods ending January 31, 2022 and February 28, 2022. ATTACHMENTS: Description Attachment I - Monthly Financial Report for Period January 31, 2022 Attachment 11 - Monthly Financial Report for Period February 28, 2022 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-January 31,2022 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 15,941,381 15,941,381 Marina Rent&Fuel Sales 543,170 543,170 Contributions and donations - - - - Interest and other income 60,307 229,239 199 289,745 Total revenues 16,544,859 229,239 199 16,774,296 EXPENDITURES General government 1,294,185 - - 1,294,185 Redevelopment projects - 5,285,248 5,285,248 Debt service: - Principal - Interest and other charges - - - Total expenditures 1,294,185 5,285,248 - 6,579,433 Excess(deficiency)of revenues over expenditures 15,250,674 (5,056,010) 199 10,194,863 OTHER FINANCING SOURCES(USES) Funds Transfers in - 13,513,787 2,140,528 15,654,315 Funds Transfers out (13,104,315) - - (13,104,315) Total other financing sources(uses) (13,104,315) 13,513,787 2,140,528 2,550,000 Net change in fund balances 2,146,359 8,457,777 2,140,727 12,744,863 Fund balances-beginning of year 3,860,106 11,852,619 120,621 15,833,346 Fund balances-end of year 6,006,465 20,310,396 2,261,348 28,578,209 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 - January 31, 2022 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 15,801,715 $ - 15,941,381 Marina Rent& Fuel Sales 1,000,000 - 543,170 Interest and other income - - 60,307 Other financing sources(uses) 100,000 - - Total revenues 16,901,715 - 16,544,859 EXPENDITURES General government 3,797,400 - 1,294,185 Total expenditures 3,797,400 - 1,294,185 Excess of revenues over expenditures 13,104,315 - 15,250,674 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (13,104,315) - (13,104,315) Total other financing sources(uses) (13,104,315) - (13,104,315) Net change in fund balances $ - $ - 2,146,359 Fund balances-beginning of year 3,860,106 Fund balances-end of year 6,006,465 The notes to the basic financial statements are an integral part of this statement. 1 .F+ > N to c o° o° o° o° o° o° o° o° o° o\' o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° tr. 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N E O N 3 N N w V) m m m O C m n m �/ O l6 V1 1M N N n C •E c-I O I' W Ln r, n O � w 3 � N � N O LL y N o0 N N d to CO '6 m a m [L m v c o m m R Q Oo I, N m M M n W o r-:, o t to in a a '6 N o0 N N W � o M m a rl� O n N 2 o m d N m oo m of Q N oo l0 Lr o0 Z O N p M O 7 T M m c N 0 M O N N N d Ln r o v m m ti m N ma a a oo to oo a m a a o C N cn C N N d [L O O O O It I9 O O O O p O O O O 3 [L f6 u H LL u m cm O ul E O V1 E � N N u C W f6 0 0 F t O G d 00 Z Z D U_ W W N w Q u W W W N W Q CO W � W C LL O O O O Q d � 1 N tib M 3 m t � ^mj m 4, 0 ^mj 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-February 28,2022 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 15,941,381 15,941,381 Marina Rent&Fuel Sales 717,314 717,314 Contributions and donations - - - - Interest and other income 78,884 231,297 372 310,554 Total revenues 16,737,580 231,297 372 16,969,249 EXPENDITURES General government 1,526,234 - - 1,526,234 Redevelopment projects - 6,017,361 6,017,361 Debt service: - Principal - Interest and other charges - - - Total expenditures 1,526,234 6,017,361 - 7,543,595 Excess(deficiency)of revenues over expenditures 15,211,346 (5,786,064) 372 9,425,654 OTHER FINANCING SOURCES(USES) Funds Transfers in - 13,513,787 2,140,528 15,654,315 Funds Transfers out (13,104,315) - - (13,104,315) Total other financing sources(uses) (13,104,315) 13,513,787 2,140,528 2,550,000 Net change in fund balances 2,107,031 7,727,723 2,140,900 11,975,654 Fund balances-beginning of year 3,860,106 11,852,619 120,621 15,833,346 Fund balances-end of year 5,967,137 19,580,342 2,261,521 27,809,000 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 -February 28, 2022 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 15,801,715 $ - 15,941,381 Marina Rent& Fuel Sales 1,000,000 - 717,314 Interest and other income - - 78,884 Other financing sources(uses) 100,000 - - Total revenues 16,901,715 - 16,737,580 EXPENDITURES General government 3,797,400 - 1,526,234 Total expenditures 3,797,400 - 1,526,234 Excess of revenues over expenditures 13,104,315 - 15,211,346 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (13,104,315) - (13,104,315) Total other financing sources(uses) (13,104,315) - (13,104,315) Net change in fund balances $ - $ - 2,107,031 Fund balances-beginning of year 3,860,106 Fund balances-end of year 5,967,137 The notes to the basic financial statements are an integral part of this statement. 1 }+ > N c L L— N o0 N O N OO O O O N � Ln w m N O ti Ln M O O to Ln � m O O to O O Ln O to O O O ,� W N O Ln O O O O O Ol w O Ln m O M to N c-I O O Ln to N M O O 7c O N O Ln O O 14 O O O O O O O O M O ti to r` O M M I-z O O N W o6 7 O O W O O I-z O 7 O W to m W r" to W 7 O O m r` r` M O O Ln M O m w w O �J co /11 N V/ EN o O Oq O 01 M o0 00 01 O o0 O Ol O N N N to M Ln 00 Ln O O M m M O O 7 O O c-I O N O N r_ O N c-I M c-I 01 O O O ti o0 l0 o0 � N N O O N O Il M O O N O O M O N O /YY'II' N •E � � M c-i w l0 r, O O Ln m M c-i r" N to to M M O O N M � M O O Ln Ln O O O w O �i O '� to c-I w m M c-I O to O m Ln O N N Ln c-I c-I O w O O Ln r, to to O O Ln r, O Ln O M O ^ \ E l0 N l l Lr c-I of a O a-I N N l r� to M of a 't � O of Lr Lr c-I � O rl O O o0 M O L m c-I m �t M N c-I �t O -tf M Ln 00 m M N Ln 00 c-I c-I c-I c-I l0 f\ O N f\ to N O lG N 00 N N N cc N N N N N N O N °' U o -o m N Q O c-I M N W 01 O o0 O a-I O W o0 00 I, Ln N Ln O O to f` c-I I, O O to O O m O W O fu O Il W M c-I o1 O Ol O o0 c-I LQ M c-I LQ r` O O r` o� N to O O r` O O to O r` O c-I M M o0 00 to f` O O Oi c-I to W N r, W M to c-I O O w to Ln c-I O O to Ln O m O c-I O 00 00 00 O M N O to n 7 m r` N m O W m Ln N M N M r, m O to y� M r, to M Ln N w m Ln N N M w N Ln N N �t �t M Ln N N N •/*� (O cac-I 00 a Lr M N c-I ZF n W c-I Lr NN N l c-I �V Q D Lf1 N N l0 c-I cn M 00 }, 0 0 n N A+ O Lr 1p W C c Q W O 7 c-I W to c-I N m O a-I O 7 O O O O W O O O O N m to O O O O O O O O W O O 7 r` W -! o� 7 W O V O to O O O W to O O O O N o1 W O O O 7 O O O O r` O Z O r` r4 r, r` N ci N O a-I M N O O O m r, O W O O N o0 r, N O O m O O m O c-I O +-' m 00 Ln O M to W N r, m O M Ln m m to Q a N O W N M a n W N Lr l0 N N N O O Ln to N N Ln N LO N Ln 0 N N - F Gl O r, N N W o0 m O O O 7 W o0 N Ln O O o0 o0 Ln r, O O to O O m O O O O N O O LQ O N -! 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N (� •N r W E t O N 3 N N pq M M o N N C to Il 7 W •C I-, M O \ � Ii-, n O Ln Vf 0 C lf1 lf1 01 O \ G N 3 O LL y N o0 N N d to CO 'o m m ma D: {teaGl N N to O R u to n 7 W D O V O O Ln L M N m O n m l0 n O V1 t N T W � O oo r, N w to 7 O + roO n N QM N N (Y) v o v jp N N Vf O F u of W m c r, to vi N N N N n N 7 W I- a m N 0 O O1 C ro Ln N C N o0 N N 6 d m O O O O It I9 O O O O O O O O O 3 m 6 u H LL c c O N u O O O O N O Go m Lr o`c m Lni Ln r u C W f6 0 O F t O O. d 00 Z Z D U_ W W N w Q u W W W N z O m W � W C LL O O O O Q d w G/ ll0 M 3 m "'J m i+ 0 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.E. SUBJECT: Approval of Third Amendment to the Granicus, LLC Agreement for Website Design, Build and Maintenance Services SUMMARY: On April 13, 2020, the CRA Board entered into a consulting agreement with Granicus, LLC, in an amount not to exceed $23,500 for the CRA's new Website Design, Build and Maintenance Services. As provided in the Consulting Agreement, Granicus, LLC had until April 30, 2021, to develop the new CRA website. At that time, the Agreement would terminate unless the CRA decided to exercise the option to renew the Agreement with Granicus, LLC, for two additional one-year terms for on-going website maintenance, hosting, and support services at an annual fee of $4,000 plus $200 per hour for any additional consultation work if needed. (see Paragraphs 36 and 37, Page 7, of Attachment 1). At CRA staff's request, a First Amendment to the Agreement was executed on September 11, 2020, to provide additional language clarifying the payment schedule and allow more frequent billing and payment (see Attachments 1-11). On February 8, 2021, the CRA Board approved the Second Amendment to extend the Agreement for an additional one-year term for on-going website maintenance, hosting, and support services (see Attachment 111). Granicus, LLC, has met or exceeded CRA staff's expectations with respect to completing the deliverables of the Agreement on time and within budget the past two years. CRA staff recommends exercising the option for the second one-year renewal of the existing Agreement at an annual fee of $4,000 plus $200 per hour for any additional consultation work if needed. The Third Amendment is provided as Attachment IV. FISCAL IMPACT: FY 2019-2020 Budget, Project Fund, Line Item 01-51420-200, $4,000 plus $200/hr for any additional consultation work if needed. CRA BOARD OPTIONS: Approve the Third Amendment to the Granicus, LLC Agreement for Website Design, Build and Maintenance Services and authorize the Executive Director execute the Third Amendment. ATTACHMENTS: Description D Attachment I - Fully Executed Granicus, LLC Website Design, Build and Maintenance Services Agreement D Attachment II - Fully Executed FirstAmendment to the Granicus, LLC Website Design, Build and Maintenance Services Agreement D Attachment III - Fully Executed Second Amendment D Attachment IV -Third Amendment BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY STANDARD CONTRACTOR AGREEMENT This Contractor Agreement (hereinafter "Agreement") is made by and between Granicus, LLC (hereinafter the "Contractor") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA is in need of Contractor Services as described in the Boynton Beach Community Redevelopment Agency Website Design, Build and Maintenance Services Request for Proposal, issued January 22, 2020; and WHEREAS, the Contractor Services are required for a proper municipal purpose and is in the interest of the public; and WHEREAS, the use of the Contractor Services will further the Community Redevelopment Plan; and WHEREAS, the Contractor has the knowledge, ability, licensing (if applicable), and equipment to provide Contractor Services; 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: Dawn Kubat Business Name: Granicus, LLC Address:408 St. Peter Street, Suite 600, St. Paul, MN 55102 Telephone Number: 1-800-314-0147 Email Address: contracts(a)aranicus.com b. Contact Person for the CRA (hereinafter"Program Coordinator"): Name: Bonnie Nicklien Address: 710 North Federal Highway, Boynton Beach FL 33435 Email Address: NicklienB(a)bbfl.us Telephone Number: (561) 600-9090 3) Description of the Contractor Services: Contractor will perform its obligations as described in "Attachment A: Contractor Services." The obligations of Contractor described in "Attachment A: Contractor Services," including any work performed at the Hourly Rate described below, shall be referred to in this Agreement as the "Contractor Services." If mutually agreed to by both parties, the parties may make additions, deletions, or other amendments to "Attachment A: Contractor Services" at any time by completing and executing 01271451-1 1 "Attachment E: Amendment to Contractor Services." Any such amendments will be consistent with the Website Design, Build, and Maintenance Services Request for Proposals issued by the CRA in January, 2020. 4) Dates and Times. Contractor will commence the Contractor Services on the Effective Date of this Agreement, and will complete all Contractor Services no later than April 30, 2021 ("Completion Date"), unless both parties agree in writing to amend the Completion Date. 5) Compensation. The CRA shall pay the Contractor an amount not to exceed $23,500 for the performance of the Contractor Services. Payment for each individual service or item provided shall not exceed the amount described in "Attachment B: Fee Schedule." Other website design services shall be provided at a rate of Two Hundred and 00/100 Dollars ($200.00) per hour ("Hourly Rate"). Collectively, the General Fee and fees to be paid at the Hourly Rate shall be referred to as the "Compensation." In the event of additions, deletions, or other amendments to Contractor Services as described in Paragraph 3 of this Agreement, the amount of the Compensation may be adjusted, but the hourly rate of Two Hundred and 00/100 Dollars ($200.00) shall not be increased in excess of three percent without approval of the CRA Board. 6) Method of Payment of Compensation. Payment of Compensation (or any part thereof) for Contractor Services is dependent upon sufficient time having been allowed for processing of this Agreement and Contractor providing all required paperwork identified below. a. Payment shall be made in by wiring funds through an Automated Clearing House (ACH) to routing number 022000020 account number 269099115. If, for any reason, the CRA is unable to complete payment using ACH, the CRA shall issue payment in the form of a check made out to _Granicus. LLC. Payment shall be in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. b. 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. c. The following is required paperwork that Contractor must provide the CRA before the CRA is able to process and invoice and issue payment. The CRA will not provide payment of Compensation, or any part thereof, unless it receives the following: i. Vendor Application and W-9 ii. Itemized Invoice with project name/purchase order number, dates, cost, and description of service(s) rendered, iii. Photos and/or proof of deliverables in an electric format acceptable to the CRA. iv. Other updated documents required during the term of the contract (e.g. License, Certifications, Insurance, etc.) 7) 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 permitted under state and local 01271451-1 2 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 perform the Contractor Services. 8) 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 pursuant solely and exclusively to this Agreement. Any and all documents, files, reports, programs, developments and innovations, whether written or electronic, which are developed by Contractor solely and exclusively for the CRA during the term of this Agreement and in the course of the performance 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. 9) Propriety. Contractor understands that at all times during its performance of Contractor Services, Contractor shall conduct itself at all times with due regard to public conventions and morals, and shall refrain from making statements or presenting material that contains vulgar, obscene, profane, or otherwise objectionable language that, as determined in the sole discretion of the CRA, material and substantially interferes with the functions and reasonable business operations of the CRA. 10)Content, Logistics, Etc. 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 CRA's intended use. 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. 11)Cancellation. Either Party may terminate this Agreement without cause by providing sixty (60) day advanced written notice to the non-terminating Party. The CRA shall not be liable to Contractor for payment for any Contractor Services not yet rendered, but shall be liable for payment of goods received and accepted by the CRA, and Contractor Services rendered and accepted by the CRA, prior to the date of notice of cancellation. In no case shall any payments made pursuant to this paragraph exceed the amount of Compensation. 12)Default. The failure of a party to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the defaulting or breaching party fails to cure the default within thirty (30) days of notice from the other party or prior to the Completion Date, whichever comes first, the party not in breach or default may terminate this Agreement. 13)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 Contractor Services whether such damage or injury occurs before, during, or after the actual performance of the Contractor Services. 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. 14)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 gross negligence or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Contractor or related to the performance of this Agreement by Contractor or Contractor's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require Contractor to indemnify the CRA for its own 01271451-1 3 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. Nothing in paragraph 15 of this Agreement shall limit Contractor's liability pursuant to this section. 15)Limitation of liability. To the extent permitted by law, the CRA's liability to Contractor 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, including those set forth in Section 768.28, Florida Statutes. To the extent permitted by law, Contractor's liability to the CRA 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 plus the CRA's attorneys' fees and costs, including those at both the trial and appellate levels. 16)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 without prior, written permission from the CRA, which permission shall not be unreasonably withheld. 17)Insurance. The Contractor shall obtain all insurance required by the CRA and provide proof thereof at least 10 days prior to the start of the Contractor Services, and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COI")for comprehensive general liability insurance with a liability limit of at least $1,000,000 per occurrence. Additional insurance requirements may be found in "Attachment C," which is hereby incorporated herein. 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 Contractor Services or this Agreement. The CRA is to be included as "Additional Insured"with respect to liability arising out of services performed by the Contractor by or on behalf of the CRA or acts or omissions 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 710 N. Federal Highway Boynton Beach, Florida 33435 The City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33425 18)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 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. 19)Funding. This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the CRA. In the eventfunds to finance this Agreement become unavailable, the CRA may terminate this Agreement upon no less than twenty-four(24) hours' notice to Contractor. The CRA shall be the sole and final authority as to the availability of funds. The CRA shall pay Contractor for goods received or services rendered prior to the date of termination. 01271451-1 4 20) 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. 21)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) 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; and that Contractor is an independent contractor and not an employee of the CRA 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.. The Contractor will exercise its own judgment in matters of safety for itself, those affected by the Contractor Services, and attendees of the Event. 22)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 CRA, or undertakings by the CRA; (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, photographed, or transmitted versions of the Contractor Services. The CRA shall attribute the Contractor Services to the Contractor. 23)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. 24)Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 25)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. 01271451-1 5 26)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. 27)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. 28)Independent Advice. The parties declare that the terms of this Agreement have been read and are fully understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. 29)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. 30)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, 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. 31)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. 32)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. 01271451-1 6 The Contractor also understands that 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. 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; 710 North Federal Highway, Boynton Beach, FL 33435; or 33)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. 34)Attorneys' Fees and Costs. Except as provided in paragraph 15, 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. 35)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. 36)Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement ("Effective Date"). 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 May 31, 2021 whichever occurs last. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services pursuant to this Agreement. 37)Renewal. Prior to the termination of the Agreement, the parties may renew this Agreement for up to two additional one-year terms by mutually executing the form attached hereto as "Attachment D" (the "Renewal Agreement"). Either party may send the other party the Renewal Agreement, but in order to be effective, the Renewal Agreement must be signed by both parties. In the event of a renewal, only the dates and times provided for in this Agreement shall be deemed altered, unless other alternations or amendments are agreed upon in writing by the parties in the Renewal Agreement. The terms of this Agreement shall not be altered by the Renewal Agreement unless explicitly altered in the Renewal Agreement. 38)Survival. The provisions of this Agreement regarding promotional rights, infringement, indemnity, waiver, insurance, agents, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. 39)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. 40)Time is of the Essence. The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 41)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 01271451-1 7 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. 42)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. 43)Transferability. Upon termination of this Agreement, Contractor will ensure that a database dump, all content, and files published or uploaded to CRA website including photographs, graphics, text, maps, GIS data, documents, along with all functionality created specifically for use by the CRA, will be packaged and transferred to CRA or the CRA's designee in a form that is acceptable to the CRA. This space intentionally left blank 01 271 451-1 8 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on the day and year written below, By:XPW-'*AA0t- Date. Apr8,2020 Authorized Representative for Contractor Print Name: Dawn Kubat- VP of Legal Witness:---�70hil WatkillS Date: 04/06/2020 Witness Name: John Watkins A0, 7 By: 71 Date: Authorized Representative for CRA Print Name---.LL-t'""bi 5" Witness: Date: Witness N 01271451-1 ATTACHMENT A CONTRACTOR SERVICES 1. General: a. Proposer shall design a website that provides data search and results on website b. Proposer shall design a website that is compliant with, at minimum, Web Content Accessibility Guidelines (WCAG) 2.0 AA ADA Compliant, Section 508. c. Website must provide multiple language support d. Website must provide search Engine Optimization e. Website must provide search Engine Marketing f. Website must be designed for continuous operation 24 hours a day every day of the year. g. Website design must include disclosure of website framework, architectural pattern, wireframes, and technologies (HTML5, CSS, JavaScript, CMS, grid system, third-party libraries) h. Proposer must relinquish copyright and ownership rights to BBCRA, including, but not limited to HTML, scripting code, images, videos, wireframes, database diagrams, framework code, web server code, libraries, assemblies, client code, database procedural code, and database schema code. Source code and content held in escrow account i. Proposer must provide web system Maintenance j. Website must accommodate database Integration 2. Website Design: a. The website must allow data search and results on website b. The website must contain an announcement area for holidays, office open/close, changes in statutes, public notices, etc. c. The website must allow once only acceptance of disclaimer to impede the disclaimer from being displayed on every visit to website d. The website must allow online forms and applications auto populate e. The website must allow opt-in for electronic notifications of changes to data f. The website must be extensible to other UI/UX components including, but not limited to, ESRI Map components and GIS Mapping g. The website must be extensible to other data sources including, but not limited to Relational Database Management System (RDBMS) and Web Services. h. The website must contain dashboard for the status of data submitted via online forms i. The website must contain visually appealing charts and graphics j. The website must contain user login for focused data, status updates, changes, applications, charts and maps k. The website must contain a fixed navigation bar and consistent header and footer for all pages I. The website must be cross browser compatible and tested on current and recent versions of, Edge, Firefox, Safari, Chrome, etc. 01271451-1 10 m. The website shall be compatible with, but not limited to, Rackspace, Amazon Hosting Services, or Microsoft Azure Hosting Services n. The website must use responsive website design for tablet, phone, and desktop ensuring that the website is fully "device/viewport/browser agnostic" o. The website shall be "Cloud compliant" for hosting by outside vendor p. The website design must ensure clear communication, brand consistency and aesthetic appeal 3. Website Content: a. The website must contain department contact information including name, staff and short bio b. The website must allow for new content creation and repurposing of current content c. The website must contain a calendar with important dates, deadlines and events d. The website must contain an information area for news, guides, resources, forms, glossary and frequently asked questions e. The website must contain static information files that are easy to find, access and locate f. The website must contain database driven web pages based on search results g. Additional content may be required after research of current website 4. Website Functionality: The website must: a. Provide ease of navigation and usability b. Generate website usage statistics using Google Analytics or approved alternative c. Allow data download (format to include csv, Excel, XML) d. Contain an administration portal to data, users, and system site settings e. Allow users to opt-in to subscriptions for news, deadlines, changes to data via email or text f. Use secure online forms for applying for multiple business processes g. Allow for emergency posting h. Allow for email Integration i. Allow for social Media integrations including, but not limited to, Facebook, Twitter, Instagram, YouTube, RSS Feed j. Integrate with NovusAgenda (a Granicus product) 5. Website Maintenance, Hosting, and Support: a. Proposer shall provide U.S. based telephone and email support 24 hours a day, every day of the year. b. Proposer must be able to deliver timely response (solution required within 4 hours) and resolution for technical requests, changes to the website and the ability to update components/libraries when vulnerabilities are discovered. c. Proposer shall provide graphics and animation updates d. Proposer shall provide website content updates 01271451-1 11 e. Proposer shall provide ongoing support and script programming services as needed on an on-call basis f. Proposer shall monitor website for technical and/or security issues g. Proposer shall provide system back-up, security patches, and restoration h. Proposer shall review website for poor or pixelated images replace as required i. Proposer shall test email accounts (requires confirmation receipt) j. Proposer shall monitor servers and inform BBCRA if any server changes are important to our account k. Proposer shall make minor edits to sentences and paragraph wording I. Site maintenance must not interfere with website availability 6. Website Data Extraction and Loading: For data extraction and loading, the website must: a. Be easy to use and navigate b. Implement best practices and industry standards c. Support batch, automated, and interactive modes d. Provide for change management and notifications and auditing support e. Have the capability to download bulk data sets in various formats, including XML, csv and Excel 7. Website Security and Hardening: a. Proposer shall test for common website exploits using currently accepted standards and practices 8. Website Content Management: a. Website must function such that BBCRA has ability to add, update and delete external website links b. BBCRA requires a non-technical interface that is user friendly to edit and update website content c. Real-time updates are required for content and data d. Website must contain an administrative website portal for status on analytics, data date, and database availability e. The CMS must be role-based for set-up of security access levels f. Website must function as to give BBCRA the ability to add new features without HTML or technical knowledge g. The website must use a cost effective system h. Website must generate an audit log for content and code changes 9. Public Records and Florida Statutes Compliance a. Social Security Numbers are not part of Florida's Public Records Statutes and must be excluded from website and website database(s) b. Protected names per Florida Statutes must be excluded from website and website database(s) c. Proposer will be responsible for maintaining and producing public records in compliance with Chapter 119, Florida Statute and BBCRA Public Records policy, including an agreement that proposer will charge the sums allowed by Statute and CRA policy for producing public records 01271451-1 12 d. Proposer will be responsible for maintaining confidentiality of records exempt or confidential pursuant to Florida Laws, including Chapter 119, Florida Statutes and Section 125.0104, Florida Statutes e. The name of the current Public Records Liaison must be displayed on the website with contact information pursuant to Florida Statute f. Review and incorporate requirements of Special District Accountability Act, Florida Statute Chapter 189, 10. Additional Work at an Hourly Rate a. Proposer will provide additional consultation not specifically described in this scope at an hourly naha tobeagreed upon bythe CRA and Proposer. 11. Deliverables a. User Interface/User Experience (U|/UX) Design and Branding b. Extract, Transform, Load /ETL\ Design and Testing o. Website Security and Hardening d. User Acceptance and Full Life Cycle Testing e. Production Delivery and Setup f. One online BBCRAStaff Training Session ioincluded. Additional sessions may berequested atacost not to exceed $1,000 for each online training and $4,540 for each on-site training g. Maintenance and Support h. Documentation and User Manual Project Timeline The project timeline may be amended by mutual agreement of both parties, at any time. Such mutual agreement may be established by email communication. Phase 1 —Research • Kickoff meeting o Is the beginning of the project from which the project duration is calculated. • Discovery package o Should be completed within one week of delivery from Grancius. • Initial Sitemap o The initial sitemap should be reviewed and any missing pages added by the end of the week following completion of the Discovery Package. • UX Consulting Workshop o Should be scheduled to occur 3 to 4 weeks after the Kickoff. o Homepage wireframe is presented and refined • Wireframe revisions o All wireframe revisions should be provided to Granicus within one week of the UX Consulting Workshop, including feedback from Department Representatives and the Executive Approver. • Wireframe approval o Wireframe approval should be signed within two weeks of the UX Consulting Workshop. Phase 2—Design Development • Initial Design Presentation o Scheduled between 5 and 10 business days after the wireframe approval. o Revisions will be made during the presentation call. • Design Revision o Design revision feedback should be provided to Granicus within 3 days of receiving the initial revised design, including feedback from the Department Representatives. • Final Design Revision o Final design revision should be provided to Granicus within one week receiving the revised design, including feedback from the Executive Approver. • Design Approval o Design approval should be signed within one week of receiving the final design revision from Granicus. • Development o Completed by Granicus team about 8 weeks after design approval. • Final Sitemap 01271451-1 14 o Should be completed no more than three weeks after design approval. Phase 3— Migration • Initial Migration o Requires 1 week for every 100 pages • Migration Review and QA o Requires 1 week for every 200 pages Phase 4—Soft Launch • Initial User Acceptance Testing o Site should be reviewed and issues compiled and sent to Granicus two weeks after delivery of site o Granicus will complete UAT list generally within two weeks of reception. • Transfer to Production Server o Completed by Granicus to complete Soft Launch phase Phase 5—Final Launch • Training o Should be scheduled 3 or more weeks in advance o Ideally happens immediately after transfer to the Production server • Final User Acceptance Testing o Should be completed within two weeks of training o Granicus will complete UAT list generally within two weeks of reception. • Final Content Updates o Should be completed concurrently with Final User Acceptance Testing • Final Review o Could include focus groups or a public beta launch (Granicus does not coordinate focus group review). o Executive Approver review o Should be completed 3 to 4 weeks before Go Live o Issues and changes requests will be sorted and prioritized by Granicus. Critical issues must be reported to Granicus at least 3 weeks before Go Live. 01271451-1 15 ATTACHMENT B FEE SCHEDULE Price includes all materials, prep work, equipment and labor necessary for the completion of the work described in ATTACHMENT A, CONTRACTOR SERVICES Item Description Quantity Unit Price ($) Item Total No. General 1-4 Website Design 1 each 19,500 $19,500 Website Content Website Functionality 5 Website Maintenance, Price/year $4,000 $4,000 Hosting, and Support 6 Website Data Extraction and 1 each Included 0 Loading 7 Website Security and 1 each Included 0 Hardening 8 Website Content 1 each n/a n/a Management Reimbursable and/or Out-of- Pocket Expenses (specify 9 multiplier or mark-up if n/a n/a n/a applicable or not to exceed amount TOTAL $23,500 10 Additional Consultation (Post Price/hour $200.00 TBD Launch) 01271451-1 16 ATTACHMENT C INSURANCE REQUIREMENTS Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall, at his/her/its own expense, provide and maintain in force, until all of its services to be performed under the Standard Form of Agreement have been completed and accepted by the CRA (or for such duration as it otherwise specified herein), the following insurance coverages: A. Worker's Compensation Insurance to apply to all of the Contractor's employees in compliance with the "Worker's Compensation Lave" of the State of Florida and all applicable Federal Laws. Employer's Liability with limits of $100,000 per person, $500,000 per occurrence and $100,000 per each disease. B. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and $1,000,000 minimum Property Damage Liability. Additionally, coverage shall also include $1,000,000 aggregate on products and completed operations; $2,000,000 general aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 21 06, as Filed by the Insurance Services Office and must include: 1. Premises and/or Operations 2. Independent Consultants 3. Broad form Contractual Coverage applicable to this specific contract, including any hold harmless and/or indemnification agreement. 4. Personal Injury Coverage with employee and contractual exclusions removed. C. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and mustinclude: 1. Hired and Non-Owned Vehicles 2. Employers' Non-Ownership D. Professional Liability Insurance with minimum limits per occurrence applicable to CRA projects as follows: Contract Cost Range Limit 1. $0 - $99,000 $ 250,000 2. 100,000-299,000 500,000 3. 300,000-499,000 750,000 4. 500,000—Above 1,000,000 Coverage shall be afforded on a form acceptable to the CRA. Contractor shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. 01271451-1 17 E. The CRA and The City of Boynton Beach shall be included as an additional insured on the Contractor's policies and all policies shall include a waiver of subrogation. Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 City of Boynton Beach 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 01271451-1 18 ATTACHMENT D RENEWAL AGREEMENT The Contractor Agreement dated (the "Agreement") is hereby renewed and amended through this Renewal Agreement made by and between ("Contractor") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "parties"). WHEREAS, the parties previously entered into the Agreement; and WHEREAS, the CRA is in need of Contractor Services beyond the termination date of the original Agreement; and WHEREAS, the Agreement provides that the CRA may renew the Agreement to allow for a total period of three years; and WHEREAS, the parties desire to renew the Agreement under the same terms and conditions except as expressly altered herein; WHEREAS, this Renewal Agreement will continue to be in furtherance of the CRA Plan; 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: I. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. II. Renewal of the Agreement. The Agreement is hereby renewed for a period of year(s). The renewal is subject to the amendments to the Agreement contained in this Renewal Agreement. III. Alteration of Terms. The terms of the Agreement remain in full force and effect, except for those terms explicitly amended by this Renewal Agreement. Amendments to the Agreement are shown as follows: additions are shown in underlined format; deletions are shown in strikethrough format. Specifically, the paragraphs and subparagraphs from the Agreement identified below shall be amended as follows: a. Dates and Times Amended. The following dates and times in the Agreement are amended as follows: i. INSERT b. Other AMENDMENTS GO HERE. IV. Effective Date of Renewal Agreement. This Renewal Agreement will become effective at the date and time that the last party signs this Renewal Agreement with the services being renewed the day after the prior period's end date to ensure no lapse in the Contractor Services. The Agreement, as amended by and including this Renewal Agreement, will automatically terminate after the performance of the Contractor Services and payment by the CRA, or on_, 2020, whichever occurs last. IN WITNESS WHEREOF, the parties hereto have caused this Renewal Agreement to be executed on the day and year written below. 01271451-1 19 By: Date: Authorized Representative for Contractor Print Name: Witness Date: By: Date: Authorized Representative for CRA Print Name: Witness Date: 01271451-1 20 ATTACHMENT E AMENDMENT TO CONTRACTOR SERVICES This Agreement to Amend the Contractor Agreement (hereinafter"Amendment") is made by and between (hereinafter "Contractor") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "parties"). WHEREAS, the parties previously entered into the Contractor Agreement dated (hereinafter"Agreement"); and WHEREAS, the parties desire to amend the "Attachment A: Contractor Services" WHEREAS, the Agreement provides that the parties may amend "Attachment A: Contractor Services," 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: I. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. II. Amendment of Attachment A. The"Attachment A: Contractor Services"that was attached to the Agreement is hereby deleted in its entirety and replaced with the document attached hereto as "Revised Attachment A: Contractor Services." Commencing on the date this Amendment is executed by both parties, for all purposes related to the Agreement, the term "Contractor Services" shall refer to the obligations of Contractor as described in the attached "Revised Attachment A: Contractor Services." III. Amendment to Paragraph 6) Compensation. Paragraph 6) Compensation of the Agreement is hereby deleted in its entirety and replaced with the following: 6) Compensation. The CRA shall pay the Contractor an amount not to exceed $ (hereinafter, [TO BE INSERTED] (Payment of deposit, additional payment, and balance described above (including payment of any part thereof, such as for goods received or services rendered), are individually and collectively referred to in this Agreement as "Payment.") IV. No Other Alteration of Terms. Except for those terms explicitly amended by this Amendment, the terms of the Agreement remain in full force and effect. 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: Witness Date: 01271451-1 21 By: Date: Authorized Representative for CRA Print Name: Witness Date: 01271451-1 22 F a� (01271452xBA9D6) 2020-04-08 Created: 2020-04-08 By: John Watkins(John.Watkins@granicus.com) Status: Signed Transaction ID: CBJCHBCAABAAe3Icxr5zfA7HuOGaFVM6PjVDAK80FwmL "Granicus Final (01271452xBA9D6) Boynton Beach" History Document created by John Watkins (John.Watkins@granicus.com) 2020-04-08-5:58:28 PM GMT-IP address:66.41.163.189 Document emailed to Dawn Kubat(dawn.kubat@granicus.com) for signature 2020-04-08-5:59:17 PM GMT 15) Email viewed by Dawn Kubat(dawn.kubat@granicus.com) 2020-04-08-6:59:55 PM GMT-IP address:66.41.8.163 ., Document e-signed by Dawn Kubat(dawn.kubat@granicus.com) Signature Date:2020-04-08-7:00:04 PM GMT-Time Source:server-IP address:66.41.8.163 nE Signed document emailed to Dawn Kubat (dawn.kubat@granicus.com) and John Watkins (John.Watkins@granicus.com) 2020-04-08-7:00:04 PM GMT FIRST AMENDMENT TO BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY STANDARD CONTRACTOR AGREEMENT This First Amendment to Standard Contractor Agreement(First Amendment)is made by and between the Boynton Beach Community Redevelopment Agency(CRA)and Granicus,LLC(Contractor)(collectively,the "Parties"). WHEREAS, on or about April 13, 2020, the Parties entered into the Standard Contractor Agreement(hereinafter,the "Agreement");and WHEREAS,the address of the CRA has changed to 100 E.Ocean Boulevard,Boynton Beach,Florida 33435;and WHEREAS,the Parties wish to amend Attachment B to the Agreement to allow for more frequent billing and reimbursement; NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged: 1) The recitals and all other information above are hereby incorporated herein as if fully set forth. 2) All references in the Agreement (including all attachments thereto)to"710 N. Federal Highway" shall be replaced with "100 E. Ocean Boulevard." 3) Attachment B of the Agreement(Fee Schedule)shall be replaced in its entirety with the Amended Attachment B,which is attached hereto and hereby incorporated herein as if fully set forth. 4) In the event of any conflicts between the Agreement and this First Amendment,the terms of this First Amendment shall control. 5) This First Amendment may be executed in two or more faxed or emailed counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.This First Amendment may be executed electronically. 6) Unless expressly altered herein, all other terms and conditions of the Agreement shall remain in full force and effect. By signing this document, the undersigned certifies he or she has the authority to execute this First Amendment. -SIGNATURES ON FOLLOWING PAGE- 01358948-1 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed on the day and year written below. BOYNTT B- O Tit REDEVELOPMENT AGENGY By: u Date: Print Name: ,� '� Witness- Date: Witn .ss N ,� ". GRANICUS, LLC By: Date: Selo 9,2020 Title: Manager of Business and Contracts Print Name: Jessica Ya Witness: 10hil WQi.`kjyS Date: 9/9/2020 Witness Name: John Watkins 01358948-1 AMENDED ATTACHMENT B FEE SCHEDULE Price includes all materials, prep work,equipment and labor necessary for the completion of the work described in ATTACHMENT A,CONTRACTOR SERVICES. — -. – Item Billing Unit Price No. Description Quantity Frequency ($� Item Total ___ # _ .. . 1 Phase 1-Research As described in Attachment A under Upon $3,900 1 $3,900 Project Timeline Completion i ......_.................__ .... .. .. .......... ._... 2 Phase 2-Design As described in on Up Development Attachment A under $3,900 $3,900 Project Timeline Completion _. �.w e-. ,� .�m_.� � ...w...... i � . 3 Phase 3- Migration As described in I Attachment A under Upon ( $3,900 $3,900 1 Project Timeline Completion 4 Phase 4-Soft As described in I Launch Attachment A under Upon $3,900 $3,900 Project Timeline Completion r 5 Phase 5- Final As described in Upon Launch Attachment A under Completion $3,900 $3,900 Project Timeline 6 Website Maintenance, Price/year Annual $4,000 $4,000 Hosting,&Support �...._ ._._..... -.. .. .. P --. ....m..e.. ...,..ten, ......,.....F. ...nn..... K 7 Website Data Extraction and 1 each n/a Included $0 Loading 8 Website Security 1 each n/a Included $0 and Hardening 9 Website Content 1 each n/a n/a n/a Management 10 Reimbursable and/or Out-of- Pocket Expenses (specify multiplier or n/a Upon n/a n/a mark-up if Completion applicable or not to exceed amount) TOTAL $23,500 11 Additional Upon Consultation (Post Completion I Launch) Price/hour or as $200 TBD otherwise agreed l 01358948-1 fl%V�5s:�`.—�.-..�. w. -is"rcm„nt lb'YW.s�'%..3cak-,V.�t1tim\t3,?{'aNt.:,�Nt#Ytal�ikeaaUb:i<!imaxntaVa,�r>.,::UNh3uVkcatYs!.3asiP'k;xu.,;:;,;�X�eMu."".�.:.�>eU.«€tRl:ssX?W,eu3 E�zt:.”NaStirsiS.cz,..:.Gv"tuaG.Ar�'fikvuwr'�m.—'4:S?mrr.;Mt�'h`taa"<isa ,.� +�- ....... a„grA1�„9a%',°Iat»;SgU3AY'SrAniummurt'f.H1Wws- ,._�'� Granicus (01358948) Final Audit Report 2020-09-09 Created: 2020-09-09 By: John Watkins(John.Watkins@granicus.com) Status: Signed Transaction ID: CBJCHBCAABAAnVibEFKaVSnAkkHx9lzTRvEkHQ19xipC ti "First Amendment - Granicus (01358948)" History Document created by John Watkins (John.Watkins@granicus.com) 2020-09-09-5:59:10 PM GMT-IP address:66.41.163.189 Document emailed to Jessica Yang Oessica.yang@granicus.com)for signature i 2020-09-09-5:59:27 PM GMT Email viewed by Jessica Yang Oessica.yang@granicus.com) 2020-09-09-8:45:10 PM GMT-IP address:45.41.142.145 Document e-signed by Jessica Yang Qessica.yang@granicus.com) Signature Date:2020-09-09-8:46:15 PM GMT-Time Source:server-IP address:64.132.67.238 { Signed document emailed to John Watkins (John.Watkins@granicus.com) and Jessica Yang Qessica.yang@granicus.com) 2020-09-09-8:46:15 PM GMT l i 1 Adobe Sign �sww�nrnmr�ra�.�. aramwmaxac- — mu-= ns� c..a��srz�� .�z..:n.�.�:au��,,.a.na�,tttt v-��t>�nzz�a�t2acmr�a�nn:ua�,�e.+.vyktve,: auc�rs�.tta�x.-€smn, u,.�n��as mt-w.ee=:�uaeax,xxsn..g,muw:csxsasusaeac�:oxsasa�,.ra»s rarer-ar�;�.r�:�v.�.:..�.usysu�Es.�� DocuSign Envelope ID:435A2BFC-AEC8-4288-ABE8-76219DB143C2 SECOND AMENDMENT TO BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY STANDARD CONTRACTOR AGREEMENT This Agreement to Amend the Contractor Agreement (hereinafter "Second Amendment") is made by and between Granicus, LLC (hereinafter "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 parties previously entered into the Contractor Agreement dated April 13, 2020 (hereinafter"Agreement"); and WHEREAS, the Agreement provides that the parties may renew the Agreement for an additional one- year term and amend the Agreement; and WHEREAS, on September 11, 2020,the Parties entered into a First Amendment to the Agreement("First Amendment") to change the CRA's address and to amend Attachment B to the Agreement; and WHEREAS, the term"Agreement" as used in this Second Amendment refers to the Agreement as it was Amended by the First Agreement; and WHEREAS, Attachment B as amended by the First Amendment ("Amended Attachment B") contains a list of Contractor Services described by Item numbers, and accompanying costs of each; and WHEREAS, Contractor has completed Items 1, 2, 3, 4, 5, and 7 as described in Amended Attachment B, and the CRA has fully compensated Contractor for completion of those Contractor Services; and WHEREAS, the Parties desire for the Contractor to continue or complete the Contractor Services described in Items 6, 8, 9, 10, and 11 of Amended Attachment B; and WHEREAS, the Parties desire to acknowledge the new E-Verify requirements found in Section 448.095, Florida Statutes; 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: I. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. II. Amendment to Paragraph 4) Dates and Times. Paragraph 4) Dates and Times of the Agreement is hereby deleted in its entirety and replaced with the following: 4) Dates and Times. Contractor will commence the Contractor Services on the Effective Date of this Agreement, and will complete all Contractor Services no later than March 1, 2022 ("Completion Date"), unless both parties agree in writing to amend the Completion Date. III. Amendment to Paragraph 5) Compensation. Paragraph 5) Compensation of the Agreement is hereby deleted in its entirety and replaced with the following: 01438903-1 1 DocuSign Envelope ID:435A2BFC-AEC8-4288-A8E8-76219DB143C2 6) Compensation. In addition to any amounts paid to Contractor prior to the execution of the Second Amendment, the CRA shall pay the Contractor an amount not to exceed $4,000 for the performance of the Contractor Services. Payment for each individual service or item provided shall not exceed the amount described in "Attachment B: Fee Schedule" for that service or item. Other website design services shall be provided ata rate of Two Hundred and 00/100 Dollars($200.00) per hour("Hourly Rate"). Collectively, the General Fee and fees to be paid at the Hourly Rate shall be referred to as the "Compensation." In the event of additions, deletions, or other amendments to Contractor Services as described in Paragraph 3 of this Agreement,the amount of the Compensation may be adjusted, but the hourly rate of Two Hundred and 00/100 Dollars ($200.00) shall not be increased in excess of three percent without approval of the CRA Board. Payment shall be paid on a quarterly basis upon receipt on an invoice from Contractor. IV. Amendment to Paragraph 36) Effective Date and Termination. Paragraph 36) Effective Date and Termination of Agreement is hereby deleted in its entirety and replaced with the following: 36) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement ("Effective Date"). 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 April 1, 2022 whichever occurs last. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services pursuant to this Agreement. V. Addition of Paragraph 44) E-Verify. The following paragraph shall be added to the Agreement: 44)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 No Other Alteration of Terms. Except for those terms explicitly amended by this Second Amendment, the terms of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed on the day and below. By. , ,SSi(.a "l Date: 2/11/2021 Title: Mana er of Business & Contracts Print Na a essl Ya Witness: _ Date: 2/9/2021 Witness Name: Bernadette Foley 01438903-1 2 DocuSign Envelope ID:435A2BFC-AEC8-4288-A8E8-76219DB143C2 s BY: Date: Title: Print Print Name: '_ Witness: - , .._. __. �. Date: Witness e: - 01438923-1 3 DocuSign Envelope ID:74EF29EC-44D6-4484-9E24-918521814767 THIRD AMENDMENT TO BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY STANDARD CONTRACTOR AGREEMENT This Agreement to Amend the Contractor Agreement(hereinafter"Third Amendment") is made by and between Granicus, LLC (hereinafter "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 parties previously entered into the Contractor Agreement dated April 13, 2020, which has been amended from time to time (the"Agreement"); and WHEREAS, the term "Agreement" as used hereafter in this Third Amendment refers to the Agreement as it has been previously amended; and WHEREAS, Section 24 of the Agreement provides that the terms of the Agreement may be amended or modified with the written consent of the parties; and WHEREAS, Section 37 of the Agreement provides that the parties may renew the Agreement for up to two additional one-year terms; and WHEREAS, Attachment B as it has been amended ("Amended Attachment B") contains a list of Contractor Services described by Item numbers, and accompanying costs of each; and WHEREAS,the Parties desire for the Contractor to continue to provide the Contractor Services described in Item 5 of Amended Attachment B; 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: I. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. II. Amendment to Paragraph 4) Dates and Times. Paragraph 4) Dates and Times of the Agreement is hereby deleted in its entirety and replaced with the following: 4) Dates and Times. Contractor will commence the Contractor Services on the Effective Date of this Agreement, and will complete all Contractor Services no later than April 12, 2023 ("Completion Date"), unless both parties agree in writing to amend the Completion Date. III. Amendment to Paragraph 5) Compensation. Paragraph 5) Compensation of the Agreement is hereby deleted in its entirety and replaced with the following: 5) Compensation. In addition to any amounts paid to Contractor prior to the execution of the Third Amendment, the CRA shall pay the Contractor an amount not to exceed $4,000 for the performance of the Contractor Services. Payment for each individual service or item provided shall not exceed the amount described in "Attachment B: Fee Schedule" for that service or item. Other website design services shall be provided at a rate of Two Hundred and 00/100 Dollars($200.00)per hour("Hourly Rate"). Collectively, 01599168-2 1 DocuSign Envelope ID:74EF29EC-44D6-4484-9E24-91B5218147B7 the General Fee and fees to be paid at the Hourly Rate shall be referred to as the "Compensation." In the event of additions, deletions, or other amendments to Contractor Services as described in Paragraph 3 of this Agreement,the amount of the Compensation may be adjusted, but the hourly rate of Two Hundred and 001100 Dollars ($200.00) shall not be increased in excess of three percent without approval of the CRA Board. Payment shall be paid on a quarterly basis upon receipt on an invoice from Contractor. IV. Amendment to Paragraph 36) Effective Date and Termination. Paragraph 36) Effective Date and Termination of Agreement is hereby deleted in its entirety and replaced with the following: 36) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement ("Effective Date"). 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 April 12, 2023 whichever occurs last. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Contractor Services pursuant to this Agreement. V. No Other Alteration of Terms. Except for those terms explicitly amended by this Third Amendment, the terms of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed on the day andyyea &jtw .hoow. By -Sq" Date: 2/10/2022 Title: §7Zn _-- gerRenewals Print Nam - ggpp . ang 2/10/2022 Witness: SSjt W -_ Date: Witness Nay 74FC44WIJ a s u ab,e By: Date: Title: Print Name: Witness: Date: Witness Name: 01599166-2 2 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.F. SUBJECT: Approval of a 6-Month Extension to the Commercial Rent Reimbursement Grant Program in the Amount of $5,784 for H. Longo Insurance Associates, Inc. d/b/a Allstate Insurance Located in Gulfstream Professional Building at 500 Gulfstream Boulevard, Unit 201 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 in the form of a 50% matching reimbursable grant for a maximum period of 12 months. On November 10, 2020, the CRA Board approved a 12-month rent reimbursement grant in the amount of $11,568 to H. Longo I nsurance Associates, I nc. d/b/a Allstate I nsurance located in the Gulfstream Professional Building at 500 Gulfstream Boulevard, Unit 201, Boynton Beach, FL 33483 (see Attachments I - 11). H. Longo Insurance Associates, Inc. first opened in Manalapan, FL in 2013 relocated to Boynton Beach in 2020. H. Longo Insurance Associates, Inc. provides a complete line of property and casualty, business insurance and employee benefits to clients. They offer a full range of products while providing personalized service. H. Longo Insurance Associates, Inc. is also a preferred agency for Allstate. In December 2021, H. Longo Insurance Associates, Inc. completed the 12-month rent reimbursement program. On November 24, 2021, Ms. Longo made a request to CRA staff to request the additional six months of rental assistance as outlined on page 2 of the Commercial Rent Reimbursement Grant Program Application (see Attachment 1). The FY 2020-2021 grant program provides businesses the opportunity to request an additional six months of reimbursement, which may be granted at the discretion of the CRA Board. On January 5, 2022, Ms. Longo provided the attached supportive documentation in support of her request (see Attachment III-IV). The attachments show expenses incurred in 2021 for procuring leads. Ms. Longo states the additional rental assistance will allow her to use the money saved in rent to fund direct mailers and purchase internet leads in hopes to increase revenue. Under the terms of the proposed Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $1,928 per month (see Attachment V). Allstate Insurance 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 up to a maximum grant amount of $1,250 per month for an additional six month period. If approved, Allstate Insurance would be reimbursed in the amount of $964/month for a period of six months or a total grant amount of $5,784. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2021-2022 Budget, Project Fund, Line Item 02-58400-444, $5,784 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the 6-month Extension to the Commercial Rent Reimbursement Grant in the amount not to exceed $5,784 to H. Longo Insurance Associates, Inc. d/b/a Allstate Insurance, located in Gulfstream Professional Building at 500 Gulfstream Boulevard, Boynton Beach, FL 33483. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Application D Attachment II - Location Map D Attachment III - Extension Request D Attachment IV -Supportive Documents D Attachment V - Lease It A X& a 'r 'ff% boyNTON 9"' A mmBEACH COMMUNffY REDEVELOPMENTAGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The 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 Initials Page 1 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida L . Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the for 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 six months from the issuance of the City of Boynton each 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 isopen for operation under a Temporary Certificate of Occupancy (TCO) ora 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 isopen 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 each County businesses. CareerSource Palm each 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 each County visit it website at careersourcepbc.com. ............. Initials "111"J"I"I'll"', Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue,4 1h Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be a new business, or an existing business that is expanding in size. • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. Initials ` Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm each County. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm ales/ of Range 0 Convenience Store • Religion-Affiliated Retail Stores 0 Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores a Tattoo Shops / Body Piercing • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades 0 Vapor Cigarette, E Cigarette Stores • Alcohol and/or Drug Rehabilitation a 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, to BBCRA Area • CBD Retail Stores, etc. • Medical Research Centers/Housing Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, is then determines thea of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. it One Business Tier One Businesses are eligible for reimbursement for up to half(50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four monthly payments). Initials " 1, Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market • Hotel, Motel, Bed & Breakfast Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half(50%)of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design — home • Clothing Boutique — clothing, furnishings, art galleries, kitchen shoes & accessories wares . Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Centers • Insurance Offices • Specialty Businesses—stationary, • Florists (no more than 2 approvals gifts, sporting goods per fiscal year) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; ay F �nitial�- Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,4t"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. Initials Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first served basis. Application packets must include the following documentation: 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. 1. Resume for each principal/owner of the business. Copy of the corporate documents for the applying business entity. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. E,.. Two years of corporate tax returns (for existing businesses only). -T.—Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If applicant is an existing business expanding to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. 0.Completed and signed application (attached). o-11.Authorization to perform credit check for the business and each principal/owner of the business (attached). Initials , Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 12.W9 Form and Vendor Application (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks priorto the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. In order to request the 6-month extension, the applicant must submit a presentation at the completion of the 12 months of rent reimbursement, outlining how their first year went and requesting the additional 6 months of rent reimbursement. The presentation must be submitted no later than noon two weeks prior to the second Tuesday of the month The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the ,Initials a. ...................... Page 8 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 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. In order to receive monthly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthly reimbursement request within 30 days following the end of the next month in which applicant is reouestine 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 ail 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 N,,, Page 9 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com y�ygy�,,ll,1ggg��� S � bw✓ TO REDEVELOPMENT=BEACKI,�CR,A COMMUNITY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed ID#: '�kr% _ '!, 7 Business Phone Number: �L'i `a - ( % Fax: IDA. Website. (�.�€ � a. `' f-Liy1 I1 a titin 1 ':a Existing Business: Yes No Number of years in existence: Time at Current Location: 1,' ._t =' New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes No If so, monthly base rent: "41, A New Busines Address: j Square footage of current location: Square footage of new location: `" - Type of Business: ffj,A W, . Number of Employees: -; Hours of Operation: Z"), o "k Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTON .violmBEACH CxA C UNITY IRLO NT AGENCY APPLICANT INFORMATION PRINCIPAUOWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1 1. Principal/Owner Name - y Date of Birth: $ c 2 ��Email: Residential Address: Cell Phone Number: ;mak 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue,4 1 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYN N" "I BEAC" Iii, RA 11 "C COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes_ No, If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: ' 1-' �A � ✓3 `rc12t" , k-c> Landlord's Mailing Address: _ 1 s `}�" t1.1� ��6,C i(l � � �kx 014,r Landlord's Phone Number: � ( � r� �ft� ,a 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 CRA ! C� COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com NTO v m,mBEACH , C ,A APPLICANT INFORMATION APPLICANT SIGNATURES: PrmipaOa ers,Signture Date Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OFA t 'k COUNTY OF ,`� .w:, ,� BEFORE ME,an officer duly authorized by law to administer oaths and take acknowledgements,personally appeared °, i� -. �° who is/are personally known to me or produced al I "a 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 "'Xi .day of 20 � . NOTARY PUBLIC , MICHELLE LYNNE KEDM My Commission Expires: MY COMMISSION 11 GG 30M EXPIRES:March 10 2023 wwwwwwwmlPage 14 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Sj vE5'0YN BEACRA u COAAMUNffY ENT AGENCY LANLORD INFORMATION LANDLORD SIGNATURES: 1. G=� It 13 Landlord's S' ature ate -g- Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to PrincipalJOwner's Signatures ., Multiple notary pages may be used if signing individually STATE OF 1 0 V 1C.._ - CC- COUNTY OF 'tet _L C -J-f7-; -. BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared t 1 f cg-A LA Ll U,4—,., k--t , who is/are sonaIIy known me or produced , a as identification, 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 ti ,d day of Iw , 2o2- -6 . � r PG CHRISTINE TAGASTE Notary Public-State of Florida y Commission Expires: Commission#HH 046715 My Comm.Expires Nov 9,2024 .' I�L'4�• _ t Bonded through National Notary Assn. cx�Qs� Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue,41"` Floor, Boynton Beach, FL 33435–Phone: (561) 600-9090 www.boyntonbeachcra.com 11/2/2020 PAPA Maps ��"`" DOROTHYJACKS ev 2 GFA,AAS ii t Palm Beach Co nTy Property Appraiser , c 1� r Search by Owner,Address or Parcel ltd Rs"a -r •Y I _�-" `. !�I � � �' � ��4 rr "a 1� ���lUt r t i t�ilft 3 'IRMW, StS�151�]t£�s,�\ �F t 4s, £; ly ( UPPER GULFSTREAM PROP&INVSTMNT ��� Property Detail 500 GULFSTREAM BLVD Miunicip,hiy BOYNTON BEACH yn� P No 08434604080000202 5£F 4G 6, �2�i rs i44 r ( ti.ka;i�,l.ion DELRAY BEACH ESTATESel £+�i ',,,)Ir. 27071 rte.ge 1049 ¢ ,k, Di,, SEP-2014 PO BOX 292037 y. ,t,s FORT LAUDERDALE FL ;J}�s. }t '` - n ,. to I ' tu•- ' iii £ 33329 20371 1 � �I i�7111I U,,e Typ 1 700-OFFICE ONE STORY Tot,l (i i <.rFi,tet, r„t 24904 Sales Information Sales Date Price i SEP-2014 2600000 ” 1!£ MAR-2000 945000 9�:ct rr t t ! i £`wt ii r � 'az'ttu$r 7 AUG-1998 825000 DEC-1989 650000 W MAR-1984 784000 `'�, '� �� Appraisals �`;` �, �r �f Tax Year 2020 6 Impro �ti IIt4'.�.b., $2,120,921 � mZ lk— $727,892 ToiM M i k,,i Vlk- $2,848,813 All values are as ofjanuary 1 st i each year ' t{� I 3A Assessed/Taxable values Tax Year 2020 ���t)���}'t , AS"ES"'zo rtb." $2,848,813 ,c,m xi n Amount $0 1 T,,,l)l, tt�.li., $2,848,813 tom— Taxes Tax Year 2020 Ao V. , m $60,958 IN Non Ao rt.lor�m $11,082 Tot.l t.x $72,040 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434604080000202 1/1 BOYNTO =BEACWC,RA COMMUMTY REDEVELOPMENT AGENCY mm�mm 1ly1CiN7H RNTRIwIMul1n1 ,t1 )* tll # N,.. ..; Business Name (include any d/b/a): Address: Applicant Name: Original Grant Approval Date: t Total 12-Month Grant Award: $ )l Rent Reimbursement Commencement —-- Date: VLA tAG Rent Reimbursement Completion Date_ Amount Received to Date: I64RIllll~N11"I,1 11 � 1It !1 6-Month Reimbursement Requested Months: _ 1 �t m ( vy�cq e 6-Month Grant Request: Current Lease Expiration Date: Are there any changes to the business —Yes, If so explain below changes below since the original application date (i.e. change in ownership, staffing, lease X No terms) Please provide supportive information and/or reasons for your request (use e { tom } additional pages as needed): V\ T-O V u. d a c` v� A Cti�le tvt ZV \ �"QC 4 BOYNTO 9""'Nom,B E AC H i RA COMMUNITY REDEVELOPMENT AGENCY Applicant's Signature: Date of Request: Ot FOR OFFICE USE ONLY: Anticipated CRA Board Meeting Date: Accounts Click hereto access thePayment Management (paymentManagement.jsp) screen. (/dmEdge5-admin/message/edit/206) Accounts & Balances Payment& Invoice History Stored Credit Cards Find by: Invoice#: Order ID: Name contains: Search by date: From: 01/01/2021 x ro To: 01/01/2022 xro ................................,. ....................................................................... Reset Search Currently displaying all 57 records STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Motorcycle 20210107072 Prospecting $134.10 Details PAID 446965291 01/07/2021 1056096 Direct Mail 2021 Auto Prospecting 20210107074 with First PAID 01/07/2021 1056089 $141.46 Details 540848108 Quotes Direct Mail 2021 (Jan - Mar) Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Policy Renewal ........................................................ 20210110051 PAID 01/10/2021 1056102 Insurance $30.00 Details 307437700 Review Direct Mail 2021 Auto Prospecting 20210120062 Supplemental s PAID 339573815 01/20/2021 1056093 with ZIP Code $438.24 Details Option Direct Mail 2021 (Jan - Mar) Auto Prospecting 20210210094 with First PAID 02/10/2021 1056089 $152.02 Details 121272704 Quotes Direct Mail 2021 (Jan - Mar) Boat 20210210094 Prospecting PAID 952115322 02/10/2021 1056094 Direct Mail $89.55 Details 2021 Policy .......................................................................... 20210214050 Renewal PAID 817567536 02/14/2021 1056102 Insurance $26.50 Details Review Direct Mail 2021 Auto Prospecting 20210223054 Supplemental PAID 408687245 02/23/2021 1056093 with ZIP Code $440.00 Details Option Direct Mail 2021 (Jan - Mar) 20210304053 ALR Persona PAID 03/04/2021 1056101 Direct Mail $43.18 Details 121800475 _._._._._._._._._._._._._._._._._._._._ 2021 Motorcycle 20210310085 Prospecting PAID 03/10/2021 1056096 $135.00 Details 415400114 Direct Mail 2021 Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Auto Prospecting PAID 20210310091 03/10/2021 1097609 with First $108.46 Details 832229583 Quotes Direct Mail 2021 (through Dec) Policy 20210314052 Renewal s PAID 951222411 03/14/2021 1056102 Insurance $31.00 Details Review Direct Mail 2021 Auto Prospecting 20210324063 Supplemental ......................................................................... s= PAID 03/24/2021 1097610 with ZIP Code $109.12 Details 439173467 Option Direct Mail 2021 (through Dec) Auto Prospecting �� 20210407080 with First PAID 04/07/2021 1097609 $99.44 Details 440180673 Quotes Direct Mail 2021 (through Dec) Condo 20210407083 Prospecting PAID 016415508 04/07/2021 1056095 Direct Mail $81.59 Details 2021 Boat 20210407091 Prospecting PAID 04/07/2021 1056094 $88.20 Details 508531581 Direct Mail 2021 Policy 20210411050 Renewal PAID 728772419 04/11/2021 1056102 Insurance $28.50 Details Review Direct Mail 2021 Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Auto Prospecting 20210421063 Supplemental .......................................................................... PAID 658910422 04/21/2021 1097610 with ZIP Code $110.00 Details Option Direct Mail 2021 (through Dec) Castle Key 20210504111 Condo PAID 05/04/2021 1119063 $854.33 Details 803823119 Insurance Letter 20210504183 Auto - Switch PAID 05/04/2021 1119483 and Save $984.30 Details 245911921 _._._._._._._._._._._._._._._._._._._._ postcard Motorcycle 20210512075 Prospecting PAID 05/12/2021 1056096 $132.30 Details 636404511 Direct Mail 2021 Auto Prospecting 20210512082 with First PAID 05/12/2021 1097609 $109.56 FDetails 952808697 Quotes Direct Mail 2021 (through Dec) Policy Renewal ........................................................ 20210516050 PAID 05/16/2021 1056102 Insurance $32.50 Details 914518106 Review Direct Mail 2021 Auto Prospecting 20210526054 Supplemental s PAID 240649046 05/26/2021 1097610 with ZIP Code $109.56 Details Option Direct Mail 2021 (through Dec) Auto Prospecting 20210610072 with First PAID 06/10/2021 1097609 $135.96 Details 310560000 Quotes Direct Mail 2021 (through Dec) Live chat ORDER STATUS UNVOUCE # DATE ORDER ID NET COST ACTION NAME Condo 20210610080 Prospecting ��U�� 06/10/2021 1056095 $79.13 142395308 Direct Mail 2021 Boat 20210610085 Prospecting �x�U�� 06/10/2021 1056094 $90.00 020881067 Direct Mail 2021 Renters 20210610090 Prospecting�x�U�� 06/10/2021 1056097 $131.56 355305674 Direct Mail 2021 Policy 20210613050 Renewal �x�U�� 903461189 O6/13/ZOZ1 1O561OZ Insurance �Z6.5O Review Direct Mail 2021 Auto Prospecting SupplementalZOZ1O6Z3O6O �x�U�� 944222662 O6/Z3/ZOZ1 1O9761O with �11O.00 ~~ Option Direct Mail 2021 (through Dec) Auto Prospecting 20210708072 with First �x�U�� 07/08/2021 1097609 $153.56 =~ 257431545 Quotes Direct Mail 2021 (through Dec) Policy Renewal �x�U�� 20210711050 07/11/2021 1056102 Insurance $33.50~- 901425238 i __] Review Direct Mail 2021 Socia|eads: 20210720161 2021 ��U�� 07/20/2021 1131236 Subscription $94.00 313314934 7596Cost Share Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Auto Prospecting 20210721055 Supplemental .......................................................................... PAID 007384934 07/21/2021 1097610 with ZIP Code $110.00 Details Option Direct Mail 2021 (through Dec) Auto Prospecting i� 20210811083 with First s= PAID 08/11/2021 1097609 $150.70 Details 508180452 Quotes Direct Mail 2021 (through Dec) Condo 20210811091 Prospecting PAID 08/11/2021 1056095 $81.18 Details 041762179 Direct Mail 2021 Policy 20210815050 Renewal PAID 60646320108/15/2021 1056102 Insurance $23.50 Details _._._._._._._._._._._._._._._._._._._._ Review Direct Mail 2021 Auto Prospecting 20210825062 Supplemental ........................................................ PAID 08/25/2021 1097610 with ZIP Code $110.00 Details 833867358 Option Direct Mail 2021 (through Dec) Auto Prospecting 20210909075 with First PAID 09/09/2021 1097609 $147.84 Details 308675521 Quotes Direct Mail 2021 (through Dec) Policy ...................... 20210912052 Renewal s= PAID 09/12/2021 1056102 Insurance $35.50 Details 847156631 Review Direct Mail 2021 Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Auto Prospecting 20210922060 Supplemental .......................................................................... PAID 550289709 09/22/2021 1097610 with ZIP Code $110.00 Details Option Direct Mail 2021 (through Dec) Auto Prospecting i� 20211013084 with First s= PAID 10/13/2021 1097609 $214.72 Details 328680316 Quotes Direct Mail 2021 (through Dec) Policy 20211017051 Renewal PAID 528460454 10/17/2021 1056102 Insurance $31.00 Details Review Direct Mail 2021 H ea rsay Relate: 2022 20211026080 subscription PAID 10/26/2021 1157773 p $0.00 Details 049264982 (1 office phone number) Lead 20211026083 Manager: .......................................................................... PAID 537127814 10/26/2021 1149551 2022 $0.00 Details Subscription (2 seats) Auto Prospecting 20211027063 Supplemental PAID 333946594 10/27/2021 1097610 with ZIP Code $110.00 Details Option Direct Mail 2021 (through Dec) Auto Prospecting 20211110073 with First PAID 131790454 11/10/2021 1097609 Quotes Direct $220.00 Details Mail 2021 (through Dec) Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME 20211110171 Internet s PAID 135150465 11/10/2021 1172345 Leads 2022 $0.00 Details (250 Leads) Genie 20211110171 (formerly ........................................................ PAID 11/10/2021 1172350 Salesgenie): $792.00 Details 136183488 2022 Subscription SignaSource: 20211110171 2022 PAID 11/10/2021 1172351 $108.00 Details 138766804 subscription (6 signatures) 20211110171 PhotoCinch: PAID 11/10/2021 1172352 2022 $42.00 Details 139230555 _._._._._._._._._._._._._._._._._._._._ subscription 20211110171 Paid Social PAID 11/10/2021 1172353 through April $0.00 Details 140826075 _._._._._._._._._._._._._._._._._._._._ 2022 Targeted 20211110171 Display PAID 11/10/2021 1172354 $0.00 Details 140548932 through April 2022 Policy 20211112050 Renewal PAID 74250696811/12/2021 1056102 Insurance $37.00 Details _._._._._._._._._._._._._._._._._._._._ Review Direct Mail 2021 Auto Prospecting 20211124062 Supplemental ........................................................ PAID 11/24/2021 1097610 with ZIP Code $109.12 Details 748593611 Option Direct Mail 2021 (through Dec) Auto/Home Prospecting 20211208062 with First PAID 12/08/2021 1172346 $86.76 Details 311813296 Quotes Direct Mail 2022 (through Apr) Live chat STATUS INVOICE # DATE ORDER ID ORDER NET COST ACTION NAME Auto/Home Prospecting 20211222051 Supplemental .......................................................................... PAID 539585241 12/22/2021 1172347 with ZIP Code $458.62 Details Option Direct Mail 2022 (through Apr) 100 Contact us Questions on Storefront Programs or Pricing? Click HERE (mailto:marketingstorefront(@allstate.com).to send us an email Need Tech Support or Help Placing an Order? Click HERE (ma ilto:technicaIsupport(@a gencymarketingstorefront.com), to send us an email or call us at 866-497-5888 Live chat WSmartftKaMid ACCOUNT STATEMENT 1901 Newport Boulevard, Suite 300B Costa Mesa, California 92627 Statement: 40099-1132022 Phone: 877.323.7750 Date: 1/13/2022 For: 10/01/2021 - 10/31/2021 Bill To: Hillary Longo hillarylongo@allstate.com 6086 S Congress Ave Lantana, FL 33462 ACCOUNT SUMMARY #Records Processed: 33 #Records Refunded: 3 Processing Cost: $420.75 Total Refunds: $38.25 Total Charges: $382.50 Total Payments: $500.00 ACCOUNT DETAILS Date " DebitCredit Promo Promo Balance Cash Balance Lead Memo 10/29/2021 08:41 am 12.75 0.00 Yes 0.00 117.50 35963903 Auto Insurance Lead 10/29/2021 08:25 am 0.00 12.75 Yes 12.75 117.50 35960544 Lead Return 10/29/2021 08:22 am 12.75 0.00 0.00 117.50 35963225 Auto Insurance Lead 10/29/2021 08:11 am 12.75 0.00 0.00 130.25 35962666 Auto Insurance Lead 10/29/2021 07:51 am 12.75 0.00 0.00 143.00 35961864 Auto Insurance Lead 10/29/2021 07:19 am 12.75 0.00 0.00 155.75 35960991 Auto Insurance Lead 10/29/2021 07:07 am 12.75 0.00 0.00 168.50 35960544 Auto Insurance Lead 10/28/2021 08:19 am 12.75 0.00 0.00 181.25 35937548 Auto Insurance Lead 10/28/2021 08:01 am 12.75 0.00 0.00 194.00 35936530 Auto Insurance Lead 10/28/2021 07:41 am 12.75 0.00 0.00 206.75 35935796 Auto Insurance Lead 10/28/2021 07:19 am 12.75 0.00 0.00 219.50 35935147 Auto Insurance Lead 10/28/2021 07:03 am 12.75 0.00 0.00 232.25 35934616 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 10/27/2021 08:19 am 12.75 0.00 0.00 245.00 35910385 Auto Insurance Lead 10/27/2021 08:02 am 12.75 0.00 0.00 257.75 35909218 Auto Insurance Lead 10/27/2021 07:38 am 12.75 0.00 0.00 270.50 35908264 Auto Insurance Lead 10/27/2021 07:23 am 12.75 0.00 0.00 283.25 35907831 Auto Insurance Lead 10/27/2021 07:06 am 12.75 0.00 0.00 296.00 35907273 Auto Insurance Lead 10/26/2021 08:17 am 12.75 0.00 0.00 308.75 35880944 Auto Insurance Lead 10/26/2021 07:55 am 12.75 0.00 0.00 321.50 35879273 Auto Insurance Lead 10/26/2021 07:35 am 12.75 0.00 0.00 334.25 35878630 Auto Insurance Lead 10/26/2021 07:24 am 12.75 0.00 0.00 347.00 35878246 Auto Insurance Lead 10/26/2021 07:02 am 12.75 0.00 0.00 359.75 35877509 Auto Insurance Lead 10/25/2021 09:35 am 12.75 0.00 Yes 0.00 372.50 35856887 Auto Insurance Lead 10/25/2021 08:39 am 0.00 12.75 Yes 12.75 372.50 35851600 Lead Return 10/25/2021 08:21 am 12.75 0.00 0.00 372.50 35852851 Auto Insurance Lead 10/25/2021 08:01 am 12.75 0.00 0.00 385.25 35851600 Auto Insurance Lead 10/25/2021 07:39 am 12.75 0.00 0.00 398.00 35850861 Auto Insurance Lead 10/25/2021 07:21 am 12.75 0.00 0.00 410.75 35850318 Auto Insurance Lead 10/25/2021 07:08 am 12.75 0.00 0.00 423.50 35849946 Auto Insurance Lead 10/22/2021 09:33 am 12.75 0.00 Yes 0.00 436.25 35807871 Auto Insurance Lead 10/22/2021 09:21 am 0.00 12.75 Yes 12.75 436.25 35806040 Lead Return 10/22/2021 09:04 am 12.75 0.00 0.00 436.25 35806612 Auto Insurance Lead 10/22/2021 08:50 am 12.75 0.00 0.00 449.00 35806040 Auto Insurance Lead 10/22/2021 08:31 am 12.75 0.00 0.00 461.75 35805252 Auto Insurance Lead 10/22/2021 07:40 am 12.75 0.00 0.00 474.50 35803009 Auto Insurance Lead 10/22/2021 07:00 am 12.75 0.00 0.00 487.25 1 35801736 Auto Insurance Lead 10/21/2021 12:59 pm 0.00 500.00 0.00 500.00 Account funded Make all checks payable to SmartFinancial.com LLC. 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WSmartftKaMid ACCOUNT STATEMENT 1901 Newport Boulevard, Suite 300B Costa Mesa, California 92627 Statement: 40099-1132022 Phone: 877.323.7750 Date: 1/13/2022 For: 11/0 1/2021 - 11/30/2021 Bill To: Hillary Longo hillarylongo@allstate.com 6086 S Congress Ave Lantana, FL 33462 ACCOUNT SUMMARY #Records Processed: 93 #Records Refunded: 8 Processing Cost: $958.80 Total Refunds: $84.15 Total Charges: $874.65 Total Payments: $900.00 ACCOUNT DETAILS Date " DebitCredit Promo Promo Balance Cash Balance Lead Memo 11/30/2021 08:12 am 0.00 100.00 0.00 142.85 Funded account via auto rebill 11/30/2021 08:12 am 10.20 0.00 0.00 42.85 36604286 Auto Insurance Lead 11/30/2021 07:59 am 10.20 0.00 0.00 53.05 36603486 Auto Insurance Lead 11/30/2021 07:46 am 10.20 0.00 0.00 63.25 36603026 Auto Insurance Lead 11/30/2021 07:34 am 10.20 0.00 0.00 73.45 36602610 Auto Insurance Lead 11/30/2021 07:11 am 10.20 0.00 0.00 83.65 36601782 Auto Insurance Lead 11/29/2021 09:45 am 10.20 0.00 Yes 0.00 93.85 36582134 Auto Insurance Lead 11/29/2021 09:39 am 0.00 10.20 Yes 10.20 93.85 36578527 Lead Return 11/29/2021 08:14 am 10.20 0.00 0.00 93.85 36578527 Auto Insurance Lead 11/29/2021 08:03 am 10.20 0.00 0.00 104.05 36578022 Auto Insurance Lead 11/29/2021 07:47 am 10.20 0.00 0.00 114.25 36577379 Auto Insurance Lead 11/29/2021 07:36 am 1 10.20 0.00 Yes 0.00 124.45 36576934 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 11/29/2021 07:36 am 0.00 10.20 Yes 10.20 124.45 36576329 Lead Return 11/29/2021 07:18 am 10.20 0.00 0.00 124.45 36576329 Auto Insurance Lead 11/29/2021 07:06 am 10.20 0.00 0.00 134.65 36575893 Auto Insurance Lead 11/19/2021 08:15 am 0.00 100.00 0.00 144.85 Funded account via auto rebill 11/19/2021 08:15 am 10.20 0.00 0.00 44.85 36414173 Auto Insurance Lead 11/19/2021 07:55 am 10.20 0.00 0.00 55.05 36413202 Auto Insurance Lead 11/19/2021 07:43 am 10.20 0.00 0.00 65.25 36412858 Auto Insurance Lead 11/19/2021 07:32 am 10.20 0.00 0.00 75.45 36412523 Auto Insurance Lead 11/19/2021 07:14 am 10.20 0.00 0.00 85.65 36411921 Auto Insurance Lead 11/18/2021 07:45 am 10.20 0.00 0.00 95.85 36386385 Auto Insurance Lead 11/18/2021 07:45 am 10.20 0.00 0.00 106.05 36386372 Auto Insurance Lead 11/18/2021 07:30 am 10.20 0.00 0.00 116.25 36385902 Auto Insurance Lead 11/18/2021 07:14 am 10.20 0.00 0.00 126.45 36385350 Auto Insurance Lead 11/18/2021 07:01 am 10.20 0.00 0.00 136.65 36384823 Auto Insurance Lead 11/17/2021 07:58 am 0.00 100.00 0.00 146.85 Funded account via auto rebill 11/17/2021 07:58 am 10.20 0.00 0.00 46.85 36359696 Auto Insurance Lead 11/17/2021 07:46 am 10.20 0.00 0.00 57.05 36359404 Auto Insurance Lead 11/17/2021 07:34 am 10.20 0.00 0.00 67.25 36358999 Auto Insurance Lead 11/17/2021 07:19 am 10.20 0.00 0.00 77.45 36358487 Auto Insurance Lead 11/17/2021 07:03 am 10.20 0.00 0.00 87.65 36357908 Auto Insurance Lead 11/16/2021 01:01 pm 10.20 0.00 Yes 0.00 97.85 36346337 Auto Insurance Lead 11/16/2021 01:01 pm 0.00 10.20 Yes 10.20 97.85 36332119 Lead Return 11/16/2021 07:32 am 10.20 0.00 0.00 97.85 36332616 Auto Insurance Lead 11/16/2021 07:18 am 10.20 0.00 0.00 108.05 36332119 Auto Insurance Lead 11/16/2021 07:18 am 10.20 0.00 0.00 118.25 36332112 Auto Insurance Lead 11/16/2021 07:05 am 10.20 0.00 0.00 128.45 36331645 Auto Insurance Lead 11/16/2021 07:04 am 10.20 0.00 0.00 138.65 36331608 Auto Insurance Lead 11/15/2021 08:04 am 0.00 100.00 0.00 148.85 Funded account via auto rebill 11/15/2021 08:04 am 10.20 0.00 0.00 48.85 36307565 Auto Insurance Lead 11/15/2021 07:51 am 10.20 0.00 0.00 59.05 36307045 Auto Insurance Lead 11/15/2021 07:37 am 10.20 0.00 0.00 69.25 36306660 Auto Insurance Lead 11/15/2021 07:21 am 10.20 0.00 0.00 79.45 36306160 Auto Insurance Lead 11/15/2021 07:07 am 10.20 0.00 0.00 89.65 36305719 Auto Insurance Lead 11/12/2021 08:26 am 10.20 0.00 0.00 99.85 36267105 Auto Insurance Lead 11/12/2021 08:12 am 10.20 0.00 0.00 110.05 36266344 Auto Insurance Lead 11/12/2021 07:34 am 10.20 0.00 0.00 120.25 36264890 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 11/12/2021 07:21 am 10.20 0.00 0.00 130.45 36264563 Auto Insurance Lead 11/12/2021 07:01 am 0.00 100.00 0.00 140.65 Funded account via auto rebill 11/12/2021 07:01 am 10.20 0.00 0.00 40.65 36264014 Auto Insurance Lead 11/11/2021 08:09 am 10.20 0.00 0.00 50.85 36240820 Auto Insurance Lead 11/11/2021 07:51 am 10.20 0.00 0.00 61.05 36239969 Auto Insurance Lead 11/11/2021 07:33 am 10.20 0.00 0.00 71.25 36239444 Auto Insurance Lead 11/11/2021 07:22 am 10.20 0.00 0.00 81.45 36239057 Auto Insurance Lead 11/11/2021 07:07 am 10.20 0.00 0.00 91.65 36238519 Auto Insurance Lead 11/10/2021 07:57 am 10.20 0.00 0.00 101.85 36211922 Auto Insurance Lead 11/10/2021 07:57 am 10.20 0.00 0.00 112.05 36211916 Auto Insurance Lead 11/10/2021 07:40 am 10.20 0.00 0.00 122.25 36211406 Auto Insurance Lead 11/10/2021 07:16 am 10.20 0.00 0.00 132.45 36210620 Auto Insurance Lead 11/10/2021 07:02 am 0.00 100.00 0.00 142.65 Funded account via auto rebill 11/10/2021 07:02 am 10.20 0.00 0.00 42.65 36210091 Auto Insurance Lead 11/9/2021 08:27 am 10.20 0.00 Yes 0.00 52.85 36186913 Auto Insurance Lead 11/9/2021 08:26 am 0.00 10.20 Yes 10.20 52.85 36185969 Lead Return 11/9/2021 08:10 am 10.20 0.00 0.00 52.85 36185969 Auto Insurance Lead 11/9/2021 07:57 am 10.20 0.00 0.00 63.05 36185236 Auto Insurance Lead 11/9/2021 07:36 am 10.20 0.00 0.00 73.25 36184503 Auto Insurance Lead 11/9/2021 07:20 am 10.20 0.00 0.00 83.45 36183887 Auto Insurance Lead 11/9/2021 07:08 am 10.20 0.00 0.00 93.65 36183421 Auto Insurance Lead 11/8/2021 08:44 am 10.20 0.00 0.00 103.85 36160122 Auto Insurance Lead 11/8/2021 08:24 am 10.20 0.00 0.00 114.05 36159304 Auto Insurance Lead 11/8/2021 08:08 am 10.20 0.00 0.00 124.25 36158462 Auto Insurance Lead 11/8/2021 07:42 am 10.20 0.00 Yes 0.00 134.45 36157397 Auto Insurance Lead 11/8/2021 07:36 am 0.00 10.20 Yes 10.20 134.45 36156542 Lead Return 11/8/2021 07:16 am 10.20 0.00 0.00 134.45 36156542 Auto Insurance Lead 11/8/2021 07:04 am 0.00 100.00 0.00 144.65 Funded account via auto rebill 11/8/2021 07:04 am 10.20 0.00 0.00 44.65 36156142 Auto Insurance Lead 11/5/2021 08:26 am 10.20 0.00 0.00 54.85 36114358 Auto Insurance Lead 11/5/2021 08:07 am 10.20 0.00 Yes 0.00 65.05 36113447 Auto Insurance Lead 11/5/2021 07:56 am 10.20 0.00 10.20 65.05 36112879 Auto Insurance Lead 11/5/2021 07:44 am 10.20 0.00 Yes 10.20 75.25 36112568 Auto Insurance Lead 11/5/2021 07:34 am 0.00 10.20 Yes 20.40 75.25 36111994 Lead Return 11/5/2021 07:26 am 0.00 10.20 Yes 10.20 75.25 36111289 Lead Return 11/5/2021 07:24 am 10.20 0.00 0.00 75.25 36111994 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 11/5/2021 07:14 am 10.20 0.00 0.00 85.45 36111701 Auto Insurance Lead 11/5/2021 07:02 am 10.20 0.00 0.00 95.65 36111289 Auto Insurance Lead 11/4/2021 08:45 am 10.20 0.00 0.00 105.85 36089815 Auto Insurance Lead 11/4/2021 08:23 am 10.20 0.00 0.00 116.05 36088853 Auto Insurance Lead 11/4/2021 08:10 am 10.20 0.00 0.00 126.25 36088093 Auto Insurance Lead 11/4/2021 07:43 am 10.20 0.00 0.00 136.45 36086953 Auto Insurance Lead 11/4/2021 07:20 am 0.00 100.00 0.00 146.65 Funded account via auto rebill 11/4/2021 07:20 am 10.20 0.00 0.00 46.65 36086233 Auto Insurance Lead 11/3/2021 08:02 am 10.20 0.00 0.00 56.85 36060133 Auto Insurance Lead 11/3/2021 07:51 am 10.20 0.00 0.00 67.05 36059738 Auto Insurance Lead 11/3/2021 07:37 am 10.20 0.00 0.00 77.25 36059289 Auto Insurance Lead 11/3/2021 07:26 am 10.20 0.00 0.00 87.45 36058970 Auto Insurance Lead 11/3/2021 07:12 am 10.20 0.00 0.00 97.65 36058558 Auto Insurance Lead 11/2/2021 08:32 am 10.20 0.00 0.00 107.85 36034829 Auto Insurance Lead 11/2/2021 08:18 am 10.20 0.00 0.00 118.05 36034150 Auto Insurance Lead 11/2/2021 08:03 am 10.20 0.00 0.00 128.25 36033346 Auto Insurance Lead 11/2/2021 07:45 am 10.20 0.00 0.00 138.45 36032524 Auto Insurance Lead 11/2/2021 07:15 am 0.00 100.00 0.00 148.65 Funded account via auto rebill 11/2/2021 07:15 am 10.20 0.00 0.00 48.65 36031531 Auto Insurance Lead 11/1/2021 09:41 am 10.20 0.00 0.00 58.85 36010607 Auto Insurance Lead 11/1/2021 09:30 am 10.20 0.00 0.00 69.05 36010256 Auto Insurance Lead 11/1/2021 08:28 am 12.75 0.00 Yes 0.00 79.25 36007540 Auto Insurance Lead 11/1/2021 08:11 am 0.00 12.75 Yes 12.75 79.25 36005855 Lead Return 11/1/2021 07:43 am 12.75 0.00 0.00 79.25 36005855 Auto Insurance Lead 11/1/2021 07:30 am 12.75 0.00 0.00 92.00 36005483 Auto Insurance Lead 11/1/2021 07:13 am 12.75 0.00 0.00 104.75 36005016 Auto Insurance Lead Make all checks payable to SmartFinancial.com LLC. If you have any questions concerning this invoice, contact us at info@smartfinancial.com THANK YOU FOR YOUR BUSINESS! WSmartftKaMid ACCOUNT STATEMENT 1901 Newport Boulevard, Suite 300B Costa Mesa, California 92627 Statement: 40099-1132022 Phone: 877.323.7750 Date: 1/13/2022 For: 12/01/2021 - 12/31/2021 Bill To: Hillary Longo hillarylongo@allstate.com 6086 S Congress Ave Lantana, FL 33462 ACCOUNT SUMMARY #Records Processed: 147 #Records Refunded: 10 Processing Cost: $1573.00 Total Refunds: $108.40 Total Charges: $1464.60 Total Payments: $1400.00 ACCOUNT DETAILS Date " DebitCredit Promo Promo Balance Cash Balance Lead Memo 12/30/2021 07:25 am 11.00 0.00 0.00 78.25 37223242 Auto Insurance Lead 12/30/2021 07:25 am 11.00 0.00 0.00 89.25 37223222 Auto Insurance Lead 12/30/2021 07:08 am 11.00 0.00 0.00 100.25 37222404 Auto Insurance Lead 12/29/2021 07:44 am 11.00 0.00 Yes 0.00 111.25 37194157 Auto Insurance Lead 12/29/2021 07:43 am 0.00 11.00 Yes 11.00 111.25 37192902 Lead Return 12/29/2021 07:26 am 11.00 0.00 0.00 111.25 37193377 Auto Insurance Lead 12/29/2021 07:16 am 11.00 0.00 0.00 122.25 37192902 Auto Insurance Lead 12/29/2021 07:05 am 11.00 0.00 0.00 133.25 37192259 Auto Insurance Lead 12/28/2021 07:28 am 0.00 100.00 0.00 144.25 Funded account via auto rebill 12/28/2021 07:28 am 11.00 0.00 0.00 44.25 37162488 Auto Insurance Lead 12/28/2021 07:16 am 11.00 0.00 0.00 55.25 37161975 Auto Insurance Lead 12/28/2021 07:04 am 11.00 0.00 0.00 66.25 37161368 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 12/27/2021 07:49 am 11.00 0.00 0.00 77.25 37132271 Auto Insurance Lead 12/27/2021 07:34 am 11.00 0.00 0.00 88.25 37131672 Auto Insurance Lead 12/27/2021 07:14 am 11.00 0.00 Yes 0.00 99.25 37130940 Auto Insurance Lead 12/23/2021 08:48 am 0.00 11.00 Yes 11.00 99.25 37066975 Lead Return 12/23/2021 07:57 am 11.00 0.00 0.00 99.25 37088687 Auto Insurance Lead 12/23/2021 07:34 am 11.00 0.00 0.00 110.25 37087934 Auto Insurance Lead 12/23/2021 07:09 am 11.00 0.00 0.00 121.25 37087027 Auto Insurance Lead 12/22/2021 09:16 am 11.00 0.00 0.00 132.25 37068309 Auto Insurance Lead 12/22/2021 09:04 am 0.00 100.00 0.00 143.25 Funded account via auto rebill 12/22/2021 09:04 am 11.00 0.00 0.00 43.25 37067718 Auto Insurance Lead 12/22/2021 08:47 am 11.00 0.00 0.00 54.25 37066975 Auto Insurance Lead 12/22/2021 08:22 am 11.00 0.00 0.00 65.25 37065746 Auto Insurance Lead 12/22/2021 08:11 am 11.00 0.00 0.00 76.25 37065154 Auto Insurance Lead 12/22/2021 08:00 am 11.00 0.00 0.00 87.25 37064564 Auto Insurance Lead 12/22/2021 08:00 am 11.00 0.00 0.00 98.25 37064549 Auto Insurance Lead 12/22/2021 07:44 am 11.00 0.00 0.00 109.25 37063877 Auto Insurance Lead 12/22/2021 07:30 am 11.00 0.00 0.00 120.25 37062687 Auto Insurance Lead 12/22/2021 07:08 am 11.00 0.00 0.00 131.25 37061981 Auto Insurance Lead 12/21/2021 09:05 am 0.00 100.00 0.00 142.25 Funded account via auto rebill 12/21/2021 09:05 am 11.00 0.00 0.00 42.25 37042342 Auto Insurance Lead 12/21/2021 08:54 am 11.00 0.00 0.00 53.25 37041679 Auto Insurance Lead 12/21/2021 08:39 am 11.00 0.00 0.00 64.25 37040905 Auto Insurance Lead 12/21/2021 08:26 am 11.00 0.00 0.00 75.25 37040198 Auto Insurance Lead 12/21/2021 08:12 am 11.00 0.00 0.00 86.25 37039471 Auto Insurance Lead 12/21/2021 08:01 am 11.00 0.00 0.00 97.25 37038718 Auto Insurance Lead 12/21/2021 07:49 am 11.00 0.00 0.00 108.25 37038128 Auto Insurance Lead 12/21/2021 07:38 am 11.00 0.00 0.00 119.25 37037702 Auto Insurance Lead 12/21/2021 07:25 am 11.00 0.00 0.00 130.25 37037206 Auto Insurance Lead 12/21/2021 07:12 am 0.00 100.00 0.00 141.25 Funded account via auto rebill 12/21/2021 07:12 am 11.00 0.00 0.00 41.25 37036605 Auto Insurance Lead 12/20/2021 09:20 am 11.00 0.00 0.00 52.25 37016700 Auto Insurance Lead 12/20/2021 09:07 am 11.00 0.00 0.00 63.25 37016133 Auto Insurance Lead 12/20/2021 08:55 am 11.00 0.00 0.00 74.25 37015593 Auto Insurance Lead 12/20/2021 08:44 am 11.00 0.00 0.00 85.25 37015072 Auto Insurance Lead 12/20/2021 08:33 am 11.00 0.00 0.00 96.25 37014551 Auto Insurance Lead 12/20/2021 08:19 am 1 11.00 0.00 0.00 107.25 37013896 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 12/20/2021 08:01 am 11.00 0.00 0.00 118.25 37012839 Auto Insurance Lead 12/20/2021 07:35 am 11.00 0.00 0.00 129.25 37011753 Auto Insurance Lead 12/20/2021 07:13 am 0.00 100.00 0.00 140.25 Funded account via auto rebill 12/20/2021 07:13 am 11.00 0.00 0.00 40.25 37010899 Auto Insurance Lead 12/20/2021 07:02 am 11.00 0.00 0.00 51.25 37010518 Auto Insurance Lead 12/17/2021 09:03 am 11.00 0.00 0.00 62.25 36974048 Auto Insurance Lead 12/17/2021 08:49 am 11.00 0.00 0.00 73.25 36973413 Auto Insurance Lead 12/17/2021 08:34 am 11.00 0.00 0.00 84.25 36972696 Auto Insurance Lead 12/17/2021 08:19 am 11.00 0.00 0.00 95.25 36971893 Auto Insurance Lead 12/17/2021 08:08 am 11.00 0.00 0.00 106.25 36971178 Auto Insurance Lead 12/17/2021 07:47 am 11.00 0.00 0.00 117.25 36970137 Auto Insurance Lead 12/17/2021 07:30 am 11.00 0.00 0.00 128.25 36969459 Auto Insurance Lead 12/17/2021 07:30 am 0.00 100.00 0.00 139.25 Funded account via auto rebill 12/17/2021 07:30 am 11.00 0.00 0.00 39.25 36969455 Auto Insurance Lead 12/17/2021 07:15 am 11.00 0.00 0.00 50.25 36968825 Auto Insurance Lead 12/17/2021 07:01 am 11.00 0.00 0.00 61.25 36968198 Auto Insurance Lead 12/16/2021 09:25 am 11.00 0.00 0.00 72.25 36949316 Auto Insurance Lead 12/16/2021 09:13 am 11.00 0.00 0.00 83.25 36948710 Auto Insurance Lead 12/16/2021 09:01 am 11.00 0.00 0.00 94.25 36948143 Auto Insurance Lead 12/16/2021 08:50 am 11.00 0.00 0.00 105.25 36947643 Auto Insurance Lead 12/16/2021 08:34 am 11.00 0.00 0.00 116.25 36946829 Auto Insurance Lead 12/16/2021 08:20 am 11.00 0.00 0.00 127.25 36946113 Auto Insurance Lead 12/16/2021 08:07 am 11.00 0.00 0.00 138.25 36945306 Auto Insurance Lead 12/16/2021 07:53 am 0.00 100.00 0.00 149.25 Funded account via auto rebill 12/16/2021 07:53 am 11.00 0.00 0.00 49.25 36944468 Auto Insurance Lead 12/16/2021 07:41 am 11.00 0.00 Yes 0.00 60.25 36943966 Auto Insurance Lead 12/16/2021 07:33 am 0.00 11.00 Yes 11.00 60.25 36942773 Lead Return 12/16/2021 07:28 am 11.00 0.00 0.00 60.25 36943378 Auto Insurance Lead 12/16/2021 07:14 am 11.00 0.00 0.00 71.25 36942773 Auto Insurance Lead 12/15/2021 10:42 am 11.00 0.00 Yes 0.00 82.25 36925220 Auto Insurance Lead 12/15/2021 10:41 am 0.00 11.00 Yes 11.00 82.25 36919804 Lead Return 12/15/2021 08:59 am 11.00 0.00 0.00 82.25 36920706 Auto Insurance Lead 12/15/2021 08:41 am 11.00 0.00 0.00 93.25 36919804 Auto Insurance Lead 12/15/2021 08:30 am 11.00 0.00 0.00 104.25 36919290 Auto Insurance Lead 12/15/2021 08:19 am 11.00 0.00 0.00 115.25 36918807 Auto Insurance Lead 12/15/2021 08:09 am 1 11.00 0.00 0.00 126.25 36918201 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 12/15/2021 07:56 am 11.00 0.00 0.00 137.25 36917260 Auto Insurance Lead 12/15/2021 07:40 am 0.00 100.00 0.00 148.25 Funded account via auto rebill 12/15/2021 07:40 am 11.00 0.00 0.00 48.25 36916635 Auto Insurance Lead 12/15/2021 07:28 am 11.00 0.00 0.00 59.25 36916150 Auto Insurance Lead 12/15/2021 07:17 am 11.00 0.00 Yes 0.00 70.25 36915693 Auto Insurance Lead 12/15/2021 07:04 am 11.00 0.00 11.00 70.25 36915169 Auto Insurance Lead 12/14/2021 12:34 pm 11.00 0.00 Yes 11.00 81.25 36902214 Auto Insurance Lead 12/14/2021 12:34 pm 0.00 11.00 Yes 22.00 81.25 36901110 Lead Return 12/14/2021 12:03 pm 11.00 0.00 11.00 81.25 36901110 Auto Insurance Lead 12/14/2021 12:02 pm 0.00 11.00 Yes 11.00 92.25 36894186 Lead Return 12/14/2021 11:46 am 11.00 0.00 Yes 0.00 92.25 36900355 Auto Insurance Lead 12/14/2021 11:46 am 0.00 11.00 Yes 11.00 92.25 36893517 Lead Return 12/14/2021 09:26 am 11.00 0.00 0.00 92.25 36894186 Auto Insurance Lead 12/14/2021 09:14 am 11.00 0.00 0.00 103.25 36893517 Auto Insurance Lead 12/14/2021 08:58 am 11.00 0.00 0.00 114.25 36892468 Auto Insurance Lead 12/14/2021 08:44 am 11.00 0.00 Yes 0.00 125.25 36891745 Auto Insurance Lead 12/14/2021 08:36 am 0.00 11.00 Yes 11.00 125.25 36890380 Lead Return 12/14/2021 08:28 am 11.00 0.00 0.00 125.25 36890967 Auto Insurance Lead 12/14/2021 08:17 am 11.00 0.00 0.00 136.25 36890380 Auto Insurance Lead 12/14/2021 08:06 am 0.00 100.00 0.00 147.25 Funded account via auto rebill 12/14/2021 08:06 am 11.00 0.00 0.00 47.25 36889706 Auto Insurance Lead 12/14/2021 07:55 am 11.00 0.00 0.00 58.25 36889013 Auto Insurance Lead 12/14/2021 07:44 am 11.00 0.00 0.00 69.25 36888594 Auto Insurance Lead 12/14/2021 07:33 am 11.00 0.00 0.00 80.25 36888131 Auto Insurance Lead 12/14/2021 07:20 am 11.00 0.00 0.00 91.25 36887596 Auto Insurance Lead 12/13/2021 09:04 am 10.20 0.00 0.00 102.25 36867934 Auto Insurance Lead 12/13/2021 08:53 am 10.20 0.00 0.00 112.45 36867389 Auto Insurance Lead 12/13/2021 08:41 am 10.20 0.00 0.00 122.65 36866877 Auto Insurance Lead 12/13/2021 08:30 am 10.20 0.00 0.00 132.85 36866334 Auto Insurance Lead 12/13/2021 08:16 am 0.00 100.00 0.00 143.05 Funded account via auto rebill 12/13/2021 08:16 am 10.20 0.00 0.00 43.05 36865729 Auto Insurance Lead 12/13/2021 07:58 am 10.20 0.00 0.00 53.25 36864617 Auto Insurance Lead 12/13/2021 07:43 am 10.20 0.00 0.00 63.45 36864055 Auto Insurance Lead 12/13/2021 07:28 am 10.20 0.00 0.00 73.65 36863485 Auto Insurance Lead 12/13/2021 07:17 am 10.20 0.00 0.00 83.85 36863098 Auto Insurance Lead 12/13/2021 07:17 am 1 10.20 0.00 0.00 94.05 36863079 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 12/10/2021 09:27 am 10.20 0.00 0.00 104.25 36831425 Auto Insurance Lead 12/10/2021 09:06 am 10.20 0.00 0.00 114.45 36830582 Auto Insurance Lead 12/10/2021 08:49 am 10.20 0.00 0.00 124.65 36829924 Auto Insurance Lead 12/10/2021 08:37 am 10.20 0.00 0.00 134.85 36829447 Auto Insurance Lead 12/10/2021 08:21 am 0.00 100.00 0.00 145.05 Funded account via auto rebill 12/10/2021 08:21 am 10.20 0.00 0.00 45.05 36828759 Auto Insurance Lead 12/10/2021 08:07 am 10.20 0.00 0.00 55.25 36828108 Auto Insurance Lead 12/10/2021 07:56 am 10.20 0.00 0.00 65.45 36827601 Auto Insurance Lead 12/10/2021 07:44 am 10.20 0.00 0.00 75.65 36827268 Auto Insurance Lead 12/10/2021 07:27 am 10.20 0.00 0.00 85.85 36826737 Auto Insurance Lead 12/10/2021 07:03 am 10.20 0.00 0.00 96.05 36825960 Auto Insurance Lead 12/9/2021 08:23 am 10.20 0.00 0.00 106.25 36805357 Auto Insurance Lead 12/9/2021 08:12 am 10.20 0.00 0.00 116.45 36804870 Auto Insurance Lead 12/9/2021 07:59 am 10.20 0.00 0.00 126.65 36803923 Auto Insurance Lead 12/9/2021 07:48 am 10.20 0.00 0.00 136.85 36803574 Auto Insurance Lead 12/9/2021 07:34 am 0.00 100.00 0.00 147.05 Funded account via auto rebill 12/9/2021 07:34 am 10.20 0.00 0.00 47.05 36803091 Auto Insurance Lead 12/8/2021 01:25 pm 10.20 0.00 0.00 57.25 36791156 Auto Insurance Lead 12/8/2021 01:12 pm 10.20 0.00 0.00 67.45 36790822 Auto Insurance Lead 12/8/2021 07:35 am 10.20 0.00 0.00 77.65 36776819 Auto Insurance Lead 12/8/2021 07:24 am 10.20 0.00 0.00 87.85 36776368 Auto Insurance Lead 12/8/2021 07:11 am 10.20 0.00 0.00 98.05 36775823 Auto Insurance Lead 12/7/2021 07:49 am 10.20 0.00 0.00 108.25 36751321 Auto Insurance Lead 12/7/2021 07:35 am 10.20 0.00 0.00 118.45 36750805 Auto Insurance Lead 12/7/2021 07:02 am 10.20 0.00 0.00 128.65 36749468 Auto Insurance Lead 12/6/2021 08:14 am 10.20 0.00 0.00 138.85 36725936 Auto Insurance Lead 12/6/2021 07:58 am 0.00 100.00 0.00 149.05 Funded account via auto rebill 12/6/2021 07:58 am 10.20 0.00 0.00 49.05 36725017 Auto Insurance Lead 12/6/2021 07:40 am 10.20 0.00 0.00 59.25 36724366 Auto Insurance Lead 12/6/2021 07:30 am 10.20 0.00 0.00 69.45 36723956 Auto Insurance Lead 12/6/2021 07:29 am 10.20 0.00 0.00 79.65 36723932 Auto Insurance Lead 12/3/2021 08:10 am 10.20 0.00 0.00 89.85 36685655 Auto Insurance Lead 12/3/2021 07:59 am 10.20 0.00 0.00 100.05 36685006 Auto Insurance Lead 12/3/2021 07:41 am 10.20 0.00 0.00 110.25 36684320 Auto Insurance Lead 12/3/2021 07:28 am 10.20 0.00 0.00 120.45 36683854 Auto Insurance Lead 12/3/2021 07:16 am 10.20 0.00 0.00 130.65 36683399 Auto Insurance Lead Date DebitCredit Promo Promo'Balance Cash Balance Lead Memo; 12/2/2021 08:43 am 0.00 100.00 0.00 140.85 Funded account via auto rebill 12/2/2021 08:43 am 10.20 0.00 0.00 40.85 36662188 Auto Insurance Lead 12/2/2021 08:43 am 10.20 0.00 0.00 51.05 36662182 Auto Insurance Lead 12/2/2021 08:10 am 10.20 0.00 0.00 61.25 36660227 Auto Insurance Lead 12/2/2021 07:58 am 10.20 0.00 0.00 71.45 36659431 Auto Insurance Lead 12/2/2021 07:40 am 10.20 0.00 0.00 81.65 36658713 Auto Insurance Lead 12/1/2021 08:43 am 10.20 0.00 Yes 0.00 91.85 36633942 Auto Insurance Lead 12/1/2021 08:37 am 0.00 10.20 Yes 10.20 91.85 36632371 Lead Return 12/1/2021 08:16 am 10.20 0.00 0.00 91.85 36632371 Auto Insurance Lead 12/1/2021 08:03 am 10.20 0.00 0.00 102.05 36631478 Auto Insurance Lead 12/1/2021 07:52 am 10.20 0.00 0.00 112.25 36630957 Auto Insurance Lead 12/1/2021 07:37 am 10.20 0.00 Yes 0.00 122.45 36630370 Auto Insurance Lead 12/1/2021 07:37 am 0.00 10.20 Yes 10.20 122.45 36629651 Lead Return 12/1/2021 07:16 am 10.20 0.00 0.00 122.45 36629651 Auto Insurance Lead 12/1/2021 07:03 am 10.20 0.00 0.00 132.65 36629211 Auto Insurance Lead Make all checks payable to SmartFinancial.com LLC. If you have any questions concerning this invoice, contact us at info@smartfinancial.com THANK YOU FOR YOUR BUSINESS! OFFICE SPACE LEASE LANDLORD: Upper Gulfstream Properties & Investments, LLC TENANT: H Longo Insurance Associates, Inc LOCATION: 500 Gulfstream Boulevard, Suite 201, Delray Beach, FL 33435 TERM: Twenty-four (24) months DATED: November, 2020 SUMMARY OF LEASE (a) LANDLORD'S MAILING ADDRESS: clo Berger Commercial Realty Corp 1600 SE 171 Street Causeway,Suite 200,Fort Lauderdale,FL$3316 (b) TENANT'S NAME: H Longo Insurance Associates,Inc. MAILING ADDRESS: 500 Gulfstream,Suite 201 Delray Beach,Florida 33435 (c) DEMISED PREMISES: Suite 201 encompassing 1,157 rentable square feet. (d) TERM. Twenty-four(24)months (e) LEASE COMMENCEMENT DATE: December 1,2020 (f) LEASE EXPIRATION DATE. November 30,2022 (g) BASE RENT: Period In Months Period Rent Monthly Installments Rate p!s!f 1-12 $13,305.50 $1,108.79 $11.50 13-24 $13,710.45 $1.142.54 $11.85 (I) ELECTRIC: Common Area electric is included in Operating Expenses. Suite 201 is separately metered and Tenant shall contract directly the electric service provider. (m) JANITORIAL: Janitorial services are provided by Landlord three(3)days a week Monday,Wednesday and Friday (n) OPERATING EXPENSES: Estimated to be$8.50 per square foot for 2020 equaling$819.54 per month plus sales tax. (0) SECURITY DEPOSIT. $2,089.61. (p) PERMITTED USE: General once used for an insurance agency (q) PREPAID RENT: First's month rent equal to$2,053.68 and Last month's rent equal to$2,089.61 for a total of$4,143.29 Inclusive of operating expenses and sales tax (r) PARKING: Four(4)spaces per 1,000 rentable square foot. (s) EXHIBITS: RULES AND REGULATIONS,EXHIBIT`A" tt LEASE AGREEMENT THIS INDENTURE made this t O day of November 2020 by and between Upper Gulfstream Properties 8 Investments,LLC(as "LANDLORD")and H Longo Insurance Associates,Inc(as"TENANT'). WITNESSETH LANDLORD hereby demises and leases to TENANT, and TENANT hereby leases and takes from LANDLORD the premises consisting of 1,157 rentable square feet, based on mutually agreed upon space, (as depicted on the attached plan which approximates the leased premises)which is attached hereto as Exhibit"A'on the second floor(the"Premises"or"Demised Premises")in the Gulfstream Professional Building (the "Building"), located at 500 Gulfstream Boulevard, Suite 201 Delray Beach, Florida 33435 for the term of twenty-four(24) months commencing December 1, 2020 and expiring on November 30,..2020`The Demj'ss4,Premises has been measured to include a share of the Common Areas of the Building,as reasonably determined by Landlord. 1. RENTAL ADJUSTMENT I°l `A A. RENT: TENANT agrees to pay to LANDLORD throughout the Tenn of this Lease,monthly payments of base rent("Base Rent")as set forth below,which amounts shall be paid to Landlord in advance in United States money on or before the first day of each month,without any offset or deduction whatsoever,plus applicable Florida sales and use tax for each of said monthly payments; Period in Months Period Rent I Monthly Installments Rate p/s/f 1-12 $13,305.50 $1,108.79 $11.50 33-24 $13,710.45 $1,142.54 $11,85 TENANT will promptly pay all rentals and other charges and render all statements herein prescribed. Any rental payment not received by LANDLORD on its due date shall incur a "late charge"equal to five percent (59'0)of such payment to compensate LANDLORD for its administrative expenses In connection with such late payment.When rental payments are delivered by TENANT through the mails,TENANT shaft mail such payments sufficiently in advance so that the LANDLORD will receive the payments on or before the first day of the calendar month or on or before the due date in the event the clue date fs other than the first day of a calendar month. If LANDLORD shall pay any moneys,or incur any expenses in correction of any violation of any covenant or of any other obligation of TENANT herein set forth or implied herein,the amounts so paid or incurred shall, at LANDLORD'S option and on notice to TENANT, be considered additional rentals payable by TENANT,with the first installment of rental thereafter to become due and payable,and may be collected or enforced as by law provided in respect to rentals. 2. TENANT'S SHARE OF OPERATING EXPENSES TENANT agrees to pay LANDLORD TENANT's proportionate share of operating expenses,currently estimated at$8.50 per square foot for the 2020 operating year,which equates to$819.54 per month which TENANT shall pay in addition to and at the same time as the monthly Base Rent(plus applicable sales tax). A. "Operating Expenses"shaft mean any and all expenses incurred by LANDLORD in connection with the operation of the Entire Property, including all expenses incurred as a result of Landlord's compliance with any of its obligations hereunder.Operating Expenses shall include but not be limited to:(a)management fees, wages and salaries of all persons engaged in the maintenance and operation of the Entire Property;(b)Social Security and Medicare taxes and other taxes which may be levied against Landlord upon the aforesaid wages and salaries;(c)medical and general benefits for all Building employees,pension payments and other fringe benefits;(d)administrative expenses and charges;(e)insurance premiums Including but not limited to fire, and extended coverage insurance premiums,public liability insurance,rent.Rood and windstorm insurance;(1)standby sprinkler charges, (g)trash removal;(h)painting of alf common areas in the Entire Property;(i)water and sewer charges;j)maintenance and landscape of the common area shall include the replacement of dead trees and miscellaneous vegetation by the Landlord within a reasonable time;(k)tools,equipment and supplies necessary for the performance of repairs and maintenance(which are not required to be capitalized for federal Income tax purposes);(1)maintenance and repair of mechanical and electrical equipment,Including heating,ventilating and air conditioning in the Building;(m)maintenance and repair of elevators, restrooms,lobbies,hallways and other common areas of the Building;(n)maintenance of pavement,curbs,walkways,fighting facilities,landscaping, driveways,parking areas and drainage areas upon the Entire Property;(o)personal property taxes;(p)real estate taxes assessed against the Entire Property,The term"real estate taxes"shall mean any tax or assessment levied,assessed or imposed at any time by any governmental authority upon or against the Entire Property or any part thereof,any tax or assessment levied,or any franchise,Income,profit or other tax or governmental Imposition levied,assessed or imposed against or upon the Landiord In substitution In whole or in part for any tax or assessment,or in lieu of any additional tax or assessment,against or upon the Entire Property or any part thereof;(q)janitoriattwindow cleaning and service contracts with independent contractors for the Entire Property;(r)assessments for public improvements imposed against the Entire Property or any part thereof;(s)all other costs and expenses which would be considered as an expense of maintaining,operating or repairing the Entire Property or any part thereof;and(t) all amounts collected and held by Landlord with respect to reserve a=ounts for those items which Landlord has designated.Operating Expenses shalt not include:(1)expenses for repairs at other work occasioned by fire or other casualty to the extent such expenses are covered by proceeds from insurance policies;(2)interest or amortization payments on any mortgage or mortgages and rental under any ground or underlying leases;(3)any expenses for work performed under a work letter or similar arrangement relating to other Tenants'Premises;(4)repairs and rebuilding necessitated by condemnation;(5)advertising and promotion expenses;and(8)expenses of redecorating or renovating space for new TENANTS. B. Within one hundred and eighty (180) days following each December 31st during the term hereof, LANDLORD shall submit to TENANT a statement(the"Annual Statement")in reasonable detail of the actual Annual Operating Expenses for the twelve(12)month period ending December 31st of each year("Fiscal Year"). If such statement shows that TENANT's share of the actual Annual Operating Expenses exceeded TENANT's contribution, then TENANT shall pay the total amount of such deficiency to LANDLORD within THIRTY(30) DAYS. Thereafter, upon receipt of such succeeding Annual Statement,TENANT's monthly base rent payment during the period covered by said Annual Statement shall be adjusted to include the actual increase Annual Operating Expenses and such adjustment shall be paid within thirty(30)days of the date of said Statement.The amount of the actual Annual Settlement shall be used as the basis for calculating TENANT's monthly payments for the next succeeding twelve(12)month period. LANDLORD agrees to make records available at LANDLORD's or LANDLORD'S property management office to TENANT with all supporting documentation, schedules,analyses,etc.,showing in reasonable detail,the derivation of the operating expenses and real estate taxes. C. All monthly payments as may be required hereunder shall be payable In full on the first day of the calendar month. Failure of the Landlord to provide any Annual Statement within the said one hundred and eighty(180)day period shall not constitute a waiver by Landlord of Its rights to payments due pursuant to this paragraph,and the obligations hereunder shall survive the expiration or other termination of this Lease. D. For any applicable Fiscal Year that begins prior to the Rent Commencement Date or ends after the expiration date of this Lease,the amount due for that Fiscal Year shall be apportioned on a per diem basis so that only that portion attributable to the portion of such Fiscal Year that occurs during the term of this Lease,shall be payable by TENANT. 3. USE TENANT shall use and occupy the Premises only for generat office use and for no other purpose.TENANT'S will only use the space for administrative.In the event the TENANT uses the Premises for purposes not expressly permitted herein,the LANDLORD may terminate the Lease or, without notice to TENANT,restrain said improper use by injunction. b. SERVICES TENANT shall be granted 24 hour 17 days per week access to the Premises,building common areas and parking facilities. LANDLORD shall fumfsh heating,ventilating and air conditioning Monday through Friday from 8:00 am to 8:00 pm and on Saturday from 8:00 am to 1:00 pm except for the holidays,which are defined as New Year's Day,Easter,Memorial Day,Fourth of July,tabor Day,Thanksgiving and Christmas in the building common areas. Electric services are not included in the rent and TENANT will contract with a service provider. Janitorial services are provided by LANDLORD three(3)days a week Monday,Wednesday,and Friday. 5. TENANT TO TAKE GOOD CARE OF PREMISES TENANT shall keep the Premises In a clean,safe and sanitary condition and shall permit no waste or injury to occur to the Premises and fixtures therein,or to any additions,alterations and improvements thereto. All damage caused by TENANT's acts or omissions whether intentional or unintentional, or that of his agents, servants, employees or visitors, shaft be repaired promptly by TENANT at his sole cost and expense so that the Premises are in at least as good condition as they were prior to such damage. In the event that the TENANT fails to comply with the foregoing provisions, the LANDLORD shall have the option to enter the Premises and make all necessary repairs at TENANT's cost and expense,the same to be added to and be payable with the next monthly installment of rent. 6. COMPLIANCE WITH DIRECTIVES OF AUTHORITIES TENANT shall,at his own cost and expense,promptly execute and comply with all present or future rules,regulations,laws and orders of aft public authorities which are or may become applicable to the Premises,except as said rules pertain to any structural work or outside repairs. TENANT waives any claire against LANDLORD for any expense or damage resulting from compliance with any of the said rules,regulations,laws or orders. 7. ALTERATIONS AND IMPROVEMENTS,ETC, TENANT shall not cut,drill into,disfigure,deface or injure any part of the Premises,nor obstruct or permit any obstruction,alteration addition, Improvement,decoration or installation in the Premises. All alterations,additions,improvements,decorations or installations,Including but not limited to, partitions, railing, air-conditioning ducts or equipment(except movable furniture and fixtures put in at the expense of TENANT and removable without defacing or injuring the Building or the Premises), shall become the property of LANDLORD at the termination of the tens. LANDLORD, however, reserves the option to require TENANT, upon demand in writing, to remove all or any of such fixtures and additions, improvements, decorations or installations(including those not removable without defacing or injuring the Premises)and to restore the Premises to the same condition as when originally leased to TENANT, reasonable wear and tear excepted; provided, however, LANDLORD shall not have the right to require TENANT to remove any fixtures, additions, improvements, decorations,and/or Installations which are initially installed by and for TENANT In order to prepare.the Premises for occupancy by TENANT In a manner which has been approved by LANDLORD. TENANT agrees to restore the Premises immediately upon the receipt of the said demand in writing at his own cost and expense and agrees in case of his failure to do so,that LANDLORD may do so and collect the cost thereof from TENANT as hereinafter provided. a. !INSPECTION,EXAMINATION AND ENTRY LANDLORD and LANDLORD's agents shall have the right to enter the Premises at all reasonable hours to examine the same,and workmen may enter at any time in the event of emergency and otherwise at reasonable times when authorized by LANDLORD or LANDLORD's agents to make such repairs,alterations or improvements in the Building as LANDLORD may in its sole discretion deem necessary or desirable. If during the last month of the term,TENANT shall have removed all or substantially all of TENANrs property, LANDLORD may immediately enter the Premises and prepare them for any future TENANT_ Furthermore,the LANDLORD may allow such future TENANT to occupy the Premises. These acts shall have no effect upon TENANTS obligation under this Lease and TENANT shall be entitled to no abatement or diminution of rent as a result thereof,except that in the event such future TENANT makes any payment to LANDLORD for the period up until the expiration of this lease, TENANT shall be entitled to an abatement of rent for such period. If TENANT shall not be personally present to open and permit entry into the Premises,when entry there into shall be permissible or necessary hereunder, LANDLORD may forcibly enter same without rendering LANDLORD liable to any claim for damages and without affecting the obligation and covenants of this Lease. Employees of LANDLORD and LANDLORD's agents shall be permitted to enter the Premises by passkey at all reasonable times. LANDLORD may display"For Rent"signs upon the Premises when deemed appropriate by LANDLORD. S. INCREASE IN INSURANCE TENANT will not do or permit anything to be done upon or bring or keep or permit anything to be brought or kept into or on the Premises which shall increase the rate of fire insurance on the Building of which the Premises form a part or on the property located herein. If by reason of the failure of TENANT to comply with the terms of this Lease,or by reason of TENANrs occupancy(even though permitted or contemplated by this Lease),the fire insurance rate shall at any time be higher than it would otherwise be,TENANT shall reimburse LANDLORD for that part of all fire insurance premiums charged because of such violations or occupancy by TENANT. 10. NO LIABILITY TENANT will not hold LANDLORD liable for any latent defect in the Premises or in the Building. LANDLORD shall not be liable for any failure of water supply,electric current,heating or air-conditioning,elevator service,or any other service;nor for Injury or damage to person or property caused by fire or theft or by the elements or by other TENANTs or persons in the Building,or resulting from the operation of elevators, heating or air-conditioning or lighting apparatus,or from failing plaster,or from steam,gas,electricity,water,rain,or dampness,which may leak or flow from any part of the Building,or from the pipes, appliances, or plumbing work of the same, or from any other place or for damages resulting from the acts or omissions of TENANT, TENANT's agents,employees, invitees or other occupants of the Building. Nor shall LANDLORD be liable for any loss or damage that TENANT may sustain by reason of the closing or darkening of any of the windows in the Premises through the erection of or any addition to a new building or otherwise, and the same shall not constitute a constructive eviction. All goods or property or personal effects stored or placed by the TENANT in or about the Building shall be at the sole risk of the TENANT. 11. DAMAGE BY FIRE OR OTHER CASUALTY If,through no act or omission whether intentional or unintentional of TENANT,his visitors,agents or servants,the Premises shaft be partially damaged by fire or other casualty,the damage shall be repaired by LANDLORD,and the rent,until such repairs are made,shalt be apportioned according to the portion of the Premises which are still usable. if the damage shall be so extensive as to render the Premises wholly untenantable,the rent shall cease until such time as the Premises shall become tenantable. However,if the damage,is so extensive that the Premises cannot be made tenantable within six(6)months from the date of the fire or other casualty,either party shalt have the right to terminate this Lease upon ten(10)allays written notice to the other. In case the Building generally throughout(though the Premises may not be affected)is so injured or destroyed by fire or other casualty that LANDLORD shall decide not to re-build or reconstruct the Building, the term of this Lease shall cease upon ten (10) days written notice sent by LANDLORD and the rent shall be paid up to the time of such destruction and the Lease shall thereafter be of no further effect, In the event that any question shall arise between LANDLORD and TENANT as to whether or not repairs shall have bean made with reasonable dispatch,due allowance shall be made for any delays,which may arise in connection with the adjustment of the fire insurance loss and for any delays arising out of what are commonly known as"labor troubles"or"material troubles"or from any other cause beyond LANDLORD's control. In any event LANDLORD shall not be liable to TENANT by reason of fire or other damage to the Building or the Premises. 12. CONDEMNATION If the Land or Building in which the Premises are located,or any part of said Land or Building be condemned or otherwise leased or taken under the right of eminent domain by any competent authority for public use or is taken by private purchase in lieu of condemnation,this Lease shall at the option of the LANDLORD terminate upon thirty(30)days'notice to TENANT and rent shall be paid pro rata to such termination date. TENANT shall have no right or claim to any part of the award or purchase price. 13. NO ABATEMENT No diminution or abatement of rent, or other compensation,shall be allowed for inconvenience or injury arising from the making of repairs, alterations or improvements to the Building nor for any space taken to comply with any law, ordinance,or order of governmental authority, nor for the LANDLORD's failure,delay,or interruption in supplying any service or in performing any obligation on LANDLORD's part to be performed,including,but not limited to, if the same be occasioned or caused, in whole or in part, by accident, alterations,or repairs, desirable or necessary to be made, or by LANDLORD's inability or difficulty In obtaining labor,material or supplies,or by reason of any cause beyond LANDLORD's control. No such Interruption, curtailment or change of any such"service"shall be deemed a constructive or actual eviction. LANDLORD shall not be required to fumish any of such "services"during any period wherein TENANT shall be in default in the payment of rent or additional rent. 14. ABANDONMENT In case TENANT shall fail to take possession at the commencement of the term,or in case the Premises or any part thereof shall be vacated during the term prior to the expiration of the term of this Lease.LANDLORD shall have the right to enter the Premises without instituting any proceeding either by force or otherwise without being liable for damages therefor,and to relet the same,or any part thereof,for the unexpired portion of the term or longer and to collect the rent therefor,and to apply the rents so collected to the payment of rent and all other sums payable to LANDLORD. TENANT shall in such case remain responsible to LANDLORD for any and all deficiency,loss and damage suffered by LANDLORD,as provided in Section 19. For the purpose of this Section the Premises shall be deemed to have been vacated when TENANT shall have vacated the Premises and been away therefrom for five(5)consecutive days exclusive of holidays,irrespective of whether the keys have been delivered to LANDLORD or not. -s- 15. TENANT'S INSURANCE TENANT shall,during the terra of this Lease,maintain insurance against public liability,including that from personal injury or property damage In or about the Premises resulting from the occupation,use or operation of the Premises insuring both LANDLORD and TENANT,In amounts of not less than One Million Dollars($1,000,000.00)in respect to bodily Injury or death to any one person, of not less than Two Million Dollars($2,004,000.00)in respect of bodily injury or death to more than one person in one accident,and of not less than One Hundred Thousand Dollars($100,000.00)in respect of property damage and workers'compensation insurance if required, All policies of insurance provided for in this Paragraph 15 shall be issued in form acceptable to LANDLORD by insurance companies with general policyholder's rating of not less than Xi and a financial rating of AAA as rated in the most current available'Best's' insurance Reports, and qualified to do business in Florida. Each and every such policy: (I)shall be issued in the names of LANDLORD and TENANT and any other parties in interest from time to time designated in writing by notice from LANDLORD to TENANT named as a loss payee;(ii)shall be for the mutual and joint benefit and protection of LANDLORD and TENANT and any such other parties in interest as loss peyee's; (Ili)shall(or a certificate thereof shall)be delivered of each to LANDLORD and any such other parties in interest within ten(10)days before or as soon thereafter as possible delivery of possession of the Premises to TENANT and thereafter within thirty(30)days prior to the expiration of each policy,and, as often as any such policy shall expire or terminate,renewal or additional policies shall be procured and maintained in like manner and to like extent;(iv) shall contain a provision that the insurer will give to LANDLORD and such other parties in interest at least thirty(30)days'notice in writing in advance of any cancellation,termination or lapse,or the effective date of any reduction In the amounts of insurance;(v)shall be written as a primary policy which does not contribute to and is not in excess of coverage which LANDLORD may carry;and(vi)shall contain a provision that LANDLORD and any such other parties in interest,although named as an insured,shall nevertheless be entitled to recover under said policies for any toss occasioned to it,his servants, agents and employees by reason of the acts or omissions whether intentional or unintentional,of TENANT andlor that of his agents,servants,employees or visitors, Any insurance provided for herein may be maintained by means of a policy of policies of blanket insurance,covering additional items or locations or Insureds,provided,however,that.(a)LANDLORD and any other parties in interest from time to time designated by LANDLORD to TENANT shall be named as an additional insured thereunder as his interest may appear, (b)the coverage afforded LANDLORD and any such other parties in interest will not be reduced or diminished by reason of the use of such blanket policy of insurance;and(c)the requirements set forth in this Paragraph 15 are otherwise satisfied. TENANT agrees to permit LANDLORD at all reasonable times to inspect the policies of insurance of TENANT with respect to the Premises for which policies or copies thereof are delivered to LANDLORD. 16. DEFAULT;LANDLORD'S REMEDIES A. Events of Default. The TENANT shall be in default under this Lease if any one or more of the following events occurs: (i) TENANT shall fail to pay any installment of the Base Rent andlor any additional rent called for hereunder as and when the same shall become due and payable,and such default shall continue for a period of five(5)days after the same is due; (ii) TENANT shall default in the performance of or compliance with any of the other terms or provisions of this Lease,and such default shall continue for a period of ten(10)days after the giving of written notice thereof from LANDLORD to TENANT,or, in the case of any such default which cannot,with bona fide due diligence,be cured within ten(10)days,TENANT shall fail to proceed promptly after the giving of such notice with bona fide due diligence to cure such default and thereafter to prosecute the curing thereof with said due diligence within such period of ten (10) days (it being intended that as to a default not susceptible of being cured with due diligence within ten (10) days, the time within which such default may be cured shall be extended for such period as may be necessary to permit the same to be cured with due diligence); (iii) TENANT shall assign or transfer this Lease or sublet the Premises in a manner not permitted by Paragraph 18; (iv) TENANT shall file a voluntary petition in bankruptcy or an Order for Relief be entered against it,or shall file any petition or answer seeking any arrangement,reorganization,composition,readjustment or similar relief under any present or future bankruptcy or other applicable law,or shall seek or consent to or acquiesce in the appointment of any trustee,receiver,or liquidator of TENANT of all or any substantial part of TENANT'properties; (v) If, within ninety (90) days after the filing of any involuntary petition in bankruptcy against TENANT or the commencement of any proceeding against TENANT seeking any arrangement, reorganization, composition, readjustment or similar relief under any law, such proceeding shall not have been dismissed,or if,within ninety(90)days after the appointment of a receiver,without the consent or acquiescence of TENANT,of any substantial part of its properties,such appointment shall not have been vacated or stayed on f appeal or otherwise,or if,within ninety(30)days after the expiration of any such stay,such appointment shall not have been vacated; or (vi) TENANT shall vacate or abandon the Premises; then, and in any such event, or during the continuance thereof, LANDLORD may, at his option, by written notice to TENANT, designate a date not less than five(5)days from the giving of such notice on which this Lease shall end;and thereupon,an such date. this Lease and all rights of TENANT hereunder shall be deemed ended and terminated. B. Surrender of Premises. Upon any such termination of this Lease, TENANT shall quit and peacefully Surrender the Premises to LANDLORD,and LANDLORD, upon and at any time after such termination,may,without further notice, reenter and repossess the Premises,either by force, summary proceedings or otherwise, without being liable to any prosecution or damages therefore, and no person claiming through or under TENANT or by virtue of any statute or of any order of any court shall be entitled to possession of the Premises. C. Reletting. At any time after any such termination of this Lease,LANDLORD may relet the Premises or any part thereof,in the name of LANDLORD or otherwise,for such term or terms and on such conditions as LANDLORD in his discretion may determine,and may collect and receive the Base Rental and additional rent therefore. LANDLORD shall in no way be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any Base Rental or additional rent due upon any such reletting. D. Survival of Obligations. No termination, pursuant to this Paragraph 16 of this Lease, shalt relieve TENANT of its liability and obligations under this Lease,and such liability and obligations shall survive any such termination. 17. DEFICIENCY AFTER PRIOR TERMINATION OR ABANDONMENT AND WAIVER BY TENANT In case of reentry,repossession or termination of this Lease prior to the expiration date thereof,TENANT shall remain liable,at the option of LANDLORD,for the Base Rental and additional rent,if any,for the balance of said term,whether the Premises be relet or not,and for all expenses of the LANDLORD in reentering, repossessing and rerenting,the Premises. TENANT agrees to pay any deficiency from said rerenting to LANDLORD at the end of each and every month. Any suit brought by LANDLORD to enforce collection of such deficiency shall not prejudice LANDLORD's right to enforce the collection of any further deficiency for subsequent period. LANDLORD may relet the whole or any part of the Premises for the whole of such unexpired period of this Lease or longer for any rental obtainable,giving such concessions of rent and making such usual or special repairs,alterations, decorations and doing such painting for any new TENANT as it may in its sole discretion deem advisable. TENANT hereby waives any right of redemption. 18. ASSIGNMENT AND SUBLETTING A. Assignment and Subletting. (I) TENANT shall not,whether voluntarily,involuntarily,or by operation of law,or otherwise:(a)assign or otherwise transfer this Lease or the term and estate hereby granted,or offer to advertise to do so;or(b)mortgage,encumber,or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever, without in each instance obtaining the prior written consent of LANDLORD,which consent may be arbitrarily withheld. Notwithstanding the TENANT shall be allowed to sublease a portion of the demised premises with written consent of Landlord and all rent shall go to TENANT from sublessee prior to any default by TENANT, and subject to Section ISA(iii)below. (it) The provisions of Section 18A(i)shall apply to a transfer of a majority of the stock of TENANT as if such transfer were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which TENANT is merged or consolidated or to which substantially alt of TENANT's assets are transferred, or to any corporation which controls or which is controlled by TENANT,or is under common control of TENANT,provided in any of such events;(a)the successor to TENANT has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of(y)the net worth of TENANT immediately prior to such merger,consolidation or transfer or(z)the net worth of TENANT herein named on the date of this Lease;and(b)proof satisfactory to LANDLORD of such net worth shall have been delivered to LANDLORD at least ten(14)days prior to the effective date of such transaction;and(iii)the successor to TENANT shalt assume the obligations of TENANT under this lease in writing within thirty(30)days after the effective date of such transaction. These provisions shall also apply in the sante manner to a transfer(in any form or by any name)to a limited liability company,trust or other organization. Further,the LANDLORD may consent to the sublease of all or any part of the Premises provided the TENANT enters into a sublease containing the same terms and conditions contained herein(exclusive of rent)and the LANDLORD shall receive one-half(112)of any increased rent,including sales tax,paid by a sublessee. A copy of the proposed transfer,assignment and/or sublease document shall be submitted to LANDLORD for it approval; if approved, an executed copy of the transfer, assignment and/or sublease shall be submitted to LANDLORD within fifteen(15)days following execution,or same shall be void and with no force and effect with regard to LANDLORD's rights hereunder. (iv) Any assignment agreed to by LANDLORD shall be evidenced by a validly executed assignment and assumption of lease. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of this Section shall be void and confer no rights upon any third(3rd)person. Such attempt shall constitute a material breach of this Lease and entitle LANDLORD to the remedies provided for in the event of default. (v) If,without such prior written consent,this Lease is transferred or assigned by TENANT,or if the Premises, or any part thereof, are sublet or occupied by anybody other than TENANT,whether as a result of any act or omission by TENANT,or by operation of law or otherwise,LANDLORD,whether before or after the occurrence of an event of default,may,in addition to,and not in diminution of or substitution for,any other rights and remedies under this Lease or pursuant to law to which LANDLORD may be entitled as a result thereof, collect rent from the transferee, assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved_ (vi) Anything contained in the foregoing provisions of this Section to the contrary notwithstanding,neither TENANT or any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use,occupancy or util€zation of space in the Premises which provides for rental or other payment for such use,occupancy or utilization based,in whole or in part,on the net income or profits derived by any person from the Premises leased,used,occupied or utilized(other than an amount based on a fixed percentage or percentages of receipts or sales),and any such purported lease,sublease,license,concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession,use,occupancy or utilization of any part of the Premises. B. TENANT's Liability. TENANT shall always, and notwithstanding any such assignment or subleasing, and notwithstanding the acceptance of rent by LANDLORD from any such assignee or sublessee,remain liable for the payment of rent hereunder and for the performance of all of the agreements,conditions,covenants and terms herein contained,on the part of TENANT herein to be kept,observed or performed,his liability to always be that of principal and not of surety,nor shall the giving of such consent to an assignment or sublease,be deemed a complete performance of the said covenants contained in this Article so as to permit any subsequent assignment or subleasing without the like written consent. C. LANDLORD's Right of First Refusal. Notwithstanding the foregoing other than Section 18A(1t),where TENANT desires to assign or sublease,the LANDLORD shall have the right,but not the obligation,to cancel and terminate the Lease and deal with TENANT's prospective assignees or subtenant directly without any,obligation to TENANT. D. LANDLORD's Transfer. The LANDLORD shall have the right to sell,mortgage or otherwise encumber or dispose of LANDLORD's Interest in the Building and Premises and this Lease. 19. COLLECTION OF RENT FROM OTHERS If the TENANT's Interest In this Lease be assigned, or tf the Premises or any part thereof be sublet, LANDLORD may, after default by TENANT, collect rent from the assignee or subtenant and apply the net amount collected to the rent due from TENANT. No such collection shall be deemed a waiver of the covenant herein against sale,transfer,mortgage,assignment and subletting or a release of TENANT from the performance of the covenants herein contained. In the event of such default,TENANT hereby assigns the rent due from the subtenant or assignee to LANDLORD, and hereby authorizes such subtenant or assignee to pay the rent directly to LANDLORD. 20. INFORMATION AS TO SUBTENANTS If the Premises is to be sublet in whole or in part by TENANT,TENANT will,on demand of LANDLORD,furnish and supply in writing,within three(3)days after such demand,any and all information with regard to said subtenants which LANDLORD may request. Nothing herein contained shall be construed to be consent to any subletting or a waiver of the covenant against subletting contained herein. 21. RIGHT OF LANDLORD TO USE ENTRANCES ETC.,AND TO CHANGE SANTE For the purpose of making repairs or alterations in any portion of the Building of which the Premises form a part,LANDLORD may use one or more of the street entrances,hails,passageways and elevators of the said Building,provided,however,that there be no unnecessary obstruction of the right of entry to the Premises while the same are occupied. LANDLORD may at any time change the name or number of the Building,remodel or after the same,or the location of any entrance thereto,or any other portion thereof not occupied by TENANT,and the same shall not constitute a constructive or actual,total or partial eviction. 22. ATTORNEYS'T=EES If TENANT shall at any time be in default of any of their obligation hereunder,and if LANDLORD shall,in connection with such default,retain its attorney to Institute any action and/or render other professional services,then TENANT will reimburse LANDLORD for the expense of attorney's fees and disbursements thereby incurred by LANDLORD. The amount of such expenses shall be collected as additional rent. If LANDLORD shall at any time be in default hereunder,and if TENANT shall,in connection with such default,retain its attorney to institute any action and/or render other professional services,then LANDLORD will reimburse TENANT for the expense of reasonable attorney's fees and disbursements thereby incurred by TENANT. 23. EXAMINATION OF PREMISES AND NO ORAL REPRESENTATION The taking possession of the Premises by TENANT shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken. No representation,except for those contained herein,have been made on the part of LANDLORD with respect to the order,repair or condition of the Premises or the Building. TENANT will make no claim on account of any representation whatsoever,whether made by any renting agent, broker, officers or employees or other representative of LANDLORD or which may be contained in any circular, prospectus or advertisement relating to the Premises,or otherwise,unless the same is specifically set forth in this Lease. 24. SUBORDINATION AND ATTORNMENT A. Subordination. This Lease, and all rights of TENANT hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the property and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Property and/or the Building and/or any of such leases (whether or not such mortgages shall also cover other lands and/or buildings and/or leases). This subordination shall likewise apply to each and every advance made or hereafter to be made under such mortgages, to elf renewals, modifications, replacements and extensions of such leases and such mortgages and to spreaders and consolidations of such mortgages. This Section shall be self-operative and no further Instrument of subordination shall be required. in confirmation of such subordination, TENANT shall promptly execute, acknowledge and deliver any Instrument that LANDLORD, the lessor under any such lease or the holder of any such mortgage (or their respective successars4n4nterest)may reasonably request to evidence such subordination. If TENANT fails to execute,acknowledge or deliver any such instrument within ten(10)days after request therefor,TENANT hereby irrevocably constitutes and appoints LANDLORD as TENANT"s attorney-in-fact, coupled with an interest, to execute and deliver any such instruments for and on behalf of TENANT. Any lease to which this Lease is subject and subordinate is hereinafter referred to as a"Superior Lease'and the lessor of a Superior Lease is hereinafter referred to as a'Superior Lessor";and any mortgage to which this Lease Is subject and subordinate Is hereinafter referred to as a"Superior Mortgage"and the holder of a Superior Mortgage is hereinafter referred to as a"Superior Mortgagee". B. Notice of Superior Lessors and Mortgagee. It any act or omission of LANDLORD would give TENANT the right, immediately or after the lapse of a period of time,to cancel this Lease or to claim a partial or total eviction,TENANT shall not exercise such right:(1)until it has given written notice of such act or omission to LANDLORD and each Superior Mortgagee and Superior Lessor whose name and address shall previously have been furnished to TENANT;and(ii)until a reasonable period of time for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Superior Mortgagee and Superior Lessor shall have become entitled under such Superior Mortgage or Superior Lease,as the case may be,to remedy the same(which reasonable period shall in no event be less than the period to which LANDLORD would be entitled under this Lease or otherwise,after similar notice to effect such remedy),provided such Superior Mortgagee or Superior Lessor shall,with due diligence, give TENANT notice of intention to,and commence and continue to,remedy such act or omission. C. Attornment. If any Superior Lessor or Superior Mortgagee shall succeed to the rights of LANDLORD hereunder,whether through possession or foreclosure action or delivery of a new lease or deed, then, at the request of such party (hereinafter referred to as "Successor LANDLORD"), TENANT shall affom to and recognize each Successor LANDLORD as TENANT's LANDLORD under this Lease and shall promptly execute and deliver any instrument such Successor LANDLORD may reasonably request to evidence such attomment. Upon such attomment,this Lease shall continue in full force and effect as a direct lease between Successor LANDLORD and TENANT upon all the tears,conditions,and covenants as set forth In this Lease except that the Successor LANDLORD shall not:(I)be liable for any previous act or omission of LANDLORD under this Lease;(ii)be subject to any offset,not expressly provided for in this Lease,which theretofore shalt have accrued to TENANT against LANDLORD;or(III)be bound by any previous modification of this Lease or by any previous prepayment,unless such modification or prepayment shall have been previously approved in writing by such Successor LANDLORD 25. HOLDING OVER If the TENANT retains possesston of the Premises or any part thereof after the termination of the term or any extension thereof, by lapse of time or otherwise, the TENANT shalt pay the LANDLORD rent at double the Base Rental payable for the year immediately preceding said holdover, computed an a per month basis,for the time the TENANT thus remains in possession. The provisions of this Section 25 do not waive the LANDLORD's right of re-entry or any other right hereunder. Any retention of the Premises after the termination of this Lease or any extension thereof shall be considered as a month to month holdover unless otherwise agreed to in writing by both parties. 26. CERTIFICATE BY TENANT TENANT shall deliver to LANDLORD or to Its mortgagee's auditors,or prospective purchaser,or to the owner of the fee,when requested by LANDLORD,a certificate to the affect that this Lease is In full force and effect and that LANDLORD is not in default therein or stating specifically any exceptions thereto_ Failure to give such a certificate within two(2)weeks after written request shall be conclusive evidence that Lease is in full force and effect and LANDLORD is not in default and TENANT shall be estopped from asserting any defaults known to him at that time. 27. REMEDIES CUMULATIVE The various rights, remedies, powers and elections provided for in this Lease,LANDLORD reserved, expressed or contained in this Lease, are cumulative and no one of them shall be deemed to be exclusive to the others or of such other rights,remedies,powers,options or elections as are now,or may hereafter be,conferred upon LANDLORD by law. 28. NO WAIVER OR PERFORMANCE. No waiver by LANDLORD of any provision hereof shaft be deemed to have been made unless such waiver be in writing signed by LANDLORD. The failure of LANDLORD to insist upon the strict performance of any of the covenants or conditions of this Lease,or to exercise any option herein conferred,shall not be construed as waiving or relinquishing for the future any such covenants,conditions or options,but the same shall continue and remain in full force and effect. No act of LANDLORD or its agent during the term hereof shall be deemed an acceptance of a surrender of the Premises unless made in writing and personally subscribed by LANDLORD. Nor shall the delivery of the keys to the premises by TENANT to LANDLORD or its agents be deemed a surrender and acceptance thereof. No payment by TENANT of a lesser amount than the monthly rent and any additional rent herein stipulated shall be deemed to be other than on account of the stipulated rent and additional rent. 29. NON-LIABILITY AND INDEMNIFICATION A. Non-Liability of LANDLORD. Neither LANDLORD nor any beneficiary, agent, servant, or employee of LANDLORD, nor any Superior Lessor or any Superior Mortgagee,shaft be liable to TENANT for any loss,injury,or damage,to TENANT or to any other person,or to its or their property,Irrespective of the cause of such Injury,damage or loss,unless caused by or resulting from the negf€gence of LANDLORD,his agents,servants or employees In the operation or maintenance of the Premises or the Building, subject to the doctrine of comparative negligence in the event of contributory negligence on the part of TENANT or any of its subtenant's or licensees or its or their employees,agents or contractors. TENANT recognizes that any Superior Mortgagee will not be liable to TENANT for Injury, damage or loss caused by or resulting from the negligence of the LANDLORD. Further, neither LANDLORD,any Superior Lessor or Superior Mortgagee,nor any partner,director,officer,agent,servant,or employee of LANDLORD shall be liable:(I)for any such damage caused by other TENANTs or persons in,upon or about the Building,or caused by operations in construction of any private,public or quasi-public work;or(ii)even if negligent,for consequential damages arising out of any loss of use of the Premises or any equipment or facilities therein by TENANT or any person claiming through or under TENANT. 83 Indemnification by TENANT. TENANT shaft indemnify and hold LANDLORD and all Superior Lessors and Superior Mortgagees and his and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and against any and all claims from or in connection with:(1)the conduct or management of the Premises or any business therein,or any work or thing whatsoever done,or any condition created (other than by LANDLORD)in or about the Premises during the tern of this Lease or during the period of time,if any,prior to the Commencement Date that TENANT may have been given access to the Premises;(ii)any act,omission or negligence of TENANT or any of its subtenant's or licensees or its or their partners,directors,officers,agents,employees or contractors;(Ili)any accident,injury or damage whatsoever(unless caused solely by LANDLORD's negligence)occurring in,at upon the Premises;and(iv)any breach or default by TENANT in the full and prompt payment and perfomrance of TENANT's obligations under this Lease; together with all casts,expenses and liabilities incurred in or in connectlon with each such claim or action or proceeding brought thereon Including, without limitation,all attorneys'tees and expenses. In case any action or proceeding be brought against LANDLORD and/or Superior Lessor or Superior Mortgagee and/or his or their partners,directors,officers,agents and/or employees by reason of any such claim,TENANT, upon notice from LANDLORD or such Superior Lessor or Superior Mortgagee,shall resist and defend such action or proceeding(by counsel reasonably satisfactory to LANDLORD or such Superior Lessor or Superior Mortgagee), C. Independent Obligations;Farce Majeure. The obligations,of TENANT thereunder shall not be affected,impaired or excused,nor shall LANDLORD have any liability whatsoever to TENANT,because;(i)LANDLORD is unable to fulfill,or is delayed in fulfilling any of his obligations under this Lease by reason of strike,other labor trouble,governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel,supplies,labor or materials,Acts of God or any other cause,whether sim4sr or dissimilar,beyond LANDLORD's reasonable control;or(€€)of any failure or defect in the supply,quantity or character of electricity or water furnished to the Premises, by reason of any requirement,act or omission of the public utility or others serving the Building with electric energy,steam,oil,gas or water,or for any other reason whether similar or dissimilar, beyond LANDLORD's reasonable control. TENANT shall not hold LANDLORD liable for any latent defect in the Premises or the Building nor shall LANDLORD be Gable for injury or damage to person or property caused by fire, theft,or resulting from the operation of elevators, heating or air-conditioning or lighting apparatus,or from faliing plaster,or from steam,gas, electricity,water,rain,or dampness,which may leak or flow from any part of the Building,or from the pipes,appliances or plumbing work of the some. 30. ADDITIONAL RENT If LANDLORD shall make any expenditure,for which TENANT is liable under this Lease,or it TENANT shall fait to make any payment due from him under this Lease, the amount thereof shall at LANDLORD's option be deemed "additional rent"and shall be due with the next succeeding installment of rent. For the nonpayment of any"additional rent` LANDLORD shall have the same remedies and rights that LANDLORD has for the nonpayment of the Base Rent. 31. NOTICES All notices shall be in writing. Any notice by LANDLORD to TENANT shall be deemed to be duly given if either delivered personally to TENANT or sent by certified mail,addressed to TENANT at the Building in which the Premises are situated. Any notice by TENANT to LANDLORD shall be deemed duly given if sent by certified mail to LANDLORD oto Berger Commercial Realty Corp.,1600 SE Ir Street,Suite 200, FL Lauderdale, Florida 33316(or at such other address as may hereafter be designated by LANDLORD),and also to the agent of LANDLORD charged with the renting and management of the Bu#Iding. 32. SURRENDER AT EXPIRATION OF TERM TENANT agrees at the expiration of the term to quit and surrender the Premises and everything belonging to or connected therewith in as good state and condition as reasonable wear and use thereof will permit,and to remove all signs,advertisements,furrrlture.equipment and rubbish from the said Premises;and TENANT hereby expressly authorizes LANDLORD,as the agent of TENANT,to remove such furniture,equipment and rubbish and make such changes and repairs as may be necessary to restore the Premises to such condition at the expense of TENANT and to dispose of the furniture and equipment in any manner LANDLORD sees fit. 33. RULES AND REGULATIONS TENANT agrees to observe and comply with and TENANT agrees that his agents and all persons visiting in the Premises will observe and comply with the rules and regulations annexed hereto and such other and further rules and regulations as LANDLORD may from time to time deem needful and prescribe for the reputation,safety,care and cleanliness of the Building,and the preservation of good order therein and the comfort,quiet and convenience of other occupants of the Building,which rules and regulations shall be deemed terms and conditions of this Lease. LANDLORD shall not be liable to TENANT for the violation of any of the said rales and regulations by any other TENANT or person,nor shall LANDLORD be liable to TENANT for Its failure or refusal to enforce said rules and regulations by any other tenant. -12- 34. IMPROVEMENTS BY TENANT In making any alterations,decorations,add€tions, installations or Improvements to or in the Premises,TENANT shall employ only such tabor as will not cause strikes or labor trouble with other employees in the Building employed by LANDLORD or LANDLORD'S contractors;and all such work done by TENANT shall be performed and installed in such a manner that the same shall comply with all provisions of law,ordinances and all rules and regulations of any and all agencies and authorities having jurisdiction over the Premises,and at such time and in such manner as not to interfere with:the progress of any work being performed by or on account of LANDLORD and so as not to disturb or interfere with any other tenant. Notwithstanding the foregoing,it is understood that TENANT is not obliged by LANDLORD to make any improvement or improvements,and in no event shall TENANT have the right to create or permit there to be established,any lien or encumbrance of any nature against the Premises or the Building for sold improvement or improvements by TENANT and TENANT shall fully pay the cost of any improvement or improvements made or contracted by TENANT. Any mechanic's lien fled against the Premises or the Building for work claimed to have been done,or materials claimed to have been famished to TENANT shall be duly discharged by TENANT within ten(10)days after the fling of the lien. Failure to discharge such mechanic's lien thereafter shall be deemed to be material default under the Lease. 35. DELAYED POSSESSION If the Premises or the Building should not be completed,or if the occupant whose lease expires prior to the day fixed for the commencement of the term herein shall not have surrendered the Premises, or if for any other reason LANDLORD should be unable to give TENANT possession of the Premises at the time of the commencement of the term as above provided,the commencement of the term shall be postponed until LANDLORD is able to give possession,and the rent for the Premises shall not commence unfit such possession is given to TENANT;provided,however,that LANDLORD shall not be liable for damages, if any, sustained by TENANT on account of the failure to obtain possession and provided also that the delay in giving possession shall in no other way affect the obligations of TENANT hereunder,irrespective of the duration of such delay. 36. MISCELLANEOUS It is understood that any dimensions or sixes on either working or renting plans are merely approximations and whether such plans are attached or are made part of this Lease or not,LANDLORD shall not be liable,and this Lease shall not be void or voidable, because of any inaccuracies in such plans or because of exigencies arising during construction,alteration or preparation for TENANT's occupancy result in changes not indicated on such plans. 37. SECURITY DEPOSIT TENANT has on deposit with LANDLORD the sum of$2,088.81 as security for the faithful performance and observance by TENANT of the terms,provisions and conditions of this tease. It is agreed that,in the event TENANT defaults in respect of any of the terms,provisions and conditions of this Lease,including,but not limited to,the payment of Base Rent and additional rent,LANDLORD may use,apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which TENANT is in default or for any sum which LANDLORD may expend or may be required to expend by reason of TENANT's default in respect of any of the terms, covenants and conditions of this Lease,including,but not limited to,any damages or deficiency in the reletting of the Premises,whether such damage occurred before or after summary proceedings or other re-entry by LANDLORD, In the event that TENANT shall fully and faithfully comply with all of the terms,provisions, covenants and conditions of this Lease,the security shall be returned to TENANT within Thirty(30)Days after the date fixed at the end of the Lease and after delivery of entire possession of the Premises to LANDLORD. In the event of a sale of the Land and Building,of which the Premises form a part, LANDLORD shall have the right to transfer the security to the vendee,and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security and TENANT agrees to look solely to the new LANDLORD for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further covenants that it will not assign or encumber the moneys deposited herein as security and that neither LANDLORD not its assigns shall be bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the security may be commingled Mth other funds of LANDLORD,and in no event shall TENANT be entitled to any interest on the security. The mortgagee holding a mortgage encumbering the Building shall not be responsible to TENANT for the security deposit In the event such mortgagee becomes the owner of the Building through foreclosure or by reason of a deed in lieu thereof. TENANT agrees not to look to any Mortgagee or Purchaser of any foreclosure sale or Grantee in a Deed given in lieu of foreclosure for the return of any Security Deposit given to LANDLORD unless LANDLORD has given such Deposit to any such entity. 36. PREPAID RENT Upon Lease Execution,TENANT has Prepaid Rent with LANDLORD in the amount of$4,143.29 including Operating Expenses and sales tax. Notwithstanding the foregoing LANDLORD and TENANT agree that$2,053.68 shall be applied toward to the first monthly rental payments due under the term(or any renewal or extension term(s)of the tease and$2,089.61 will be applied as rent for the last months rent. 39. QUIET POSSESSION AND OTHER COVENANTS LANDLORD covenants that if and so long as TENANT pays the Base Rental and additional rent reserved by his Lease and performs and observes ail of the covenants,conditions and rules and regulations hereof,TENANT shall quietly enjoy the Premises,subject,however to the terms of this Lease. TENANT expressly agrees for himself,his executors,administrators,personal representatives,successors and assigns that the covenant of quiet enjoyment(express or implied)and all other covenants in this Lease on the part of'LANDLORD to be performed shall be binding upon LANDLORD only so long as LANDLORD remains the owner of the Building of which the Premises fork a part and only so tong as TENANT Is not in default under the terms of this Lease. 40. PARKING LANDLORD and TENANT hereby acknowledge and agree that the parking plan for the Building is an open parking arrangement with a parking ratio of four (4) spaces per 1,000 rentable square feet. LANDLORD is not responsible for the policing or daily enforcement of TENANT's designated parking. However, TENANT shall have the right to use its proportionate share of parking spaces. Said parking spaces will be in areas designated by LANDLORD, Parking spaces shall be unassigned and LANDLORD shall not be liable for any damage of any nature whatever to,or any theft of,automobiles or other vehicles or the contents thereof,while in or about the Entire Property. 41. BROKERAGE It is mutually understood,represented and agreed that Berger Commercial Realty Corp.(BCRC),(the"Listing Broker)represents the LANDLORD and no other Brokers our involved with this transaction. 42. SIGNS AND BUILDING DIRECTORY Without the prior written approval of LANDLORD, TENANT shall not permit the painting or display of any signs, placards, lettering or advertising material of any kind on or near the exterior of the Demised Promises or the Building. With LANDLORD's prior written approval TENANT may display TENANT's name on or near the entrance to the Demised Premises in a manner prescribed by LANDLORD. TENANT shall have the right to have one(1)name fisted in the Building directory located outside the front entrance of the Building. 43. LANDLORD'S RIGHT TO RENAME THE BUILDING The LANDLORD reserves the right at anytime to change the name of the Building to a new name. 44. SEPARABILITY If any clause or provision of this Lease is illegal,invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event,it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. 45. LANDLORD`S LIABILITY Notwithstanding any provisions in this Lease to the contrary,TENANT agrees that TENANT shaft look;solely to LANDLORD's interest in the entire property in the event of any default or breach by LANDLORD with respect to any of the terms and provisions of this Lease or any term implied in fact or in law on the part of the LANDLORD to be performed or observed,and no other assets of LANDLORD, or of any officer,director,employee or agent of Landlord,shall be subject to levy,execution,or other judicial process or award for the satisfaction of TENANT's claim. 46. ROOF RIGHTS Except as otherwise provided In this Lease,LANDLORD shall have the exclusive right to use all or any portion of the roof of the Building for any purpose. 47. NO RESERVATION The submission of this Lease for examination does not constitute a reservation of or option for the Demised Premises, and this Lease becomes effective only upon execution and delivery thereof by LANDLORD. 48. LANDLORDS RESPONSIBILITY FOR REPAIRS TO DEMfSED PREMISES The LANDLORD shall not be required to snake any repairs or improvements of any kind upon the Demised Premises except for necessary roof, exterior structural repairs,heating and air conditioning repairs or replacements. TENANT shall,at its own cost and expense,take good care of and make necessary repairs to the interior of the Demised Premises,and the fixtures and equipment therein and appurtenances thereto,including the exterior and interior windows,doors and entrances,store fronts,signs,floor coverings,interior walls,columns and partitions and lighting. 49. RELOCATION If for any reason,in LANDLORD's sole discretion,LANDLORD notifies TENANT in writing that LANDLORD wishes to relocate TENANT from their current Premises to another space similar in size within the Building,TENANT shall, within sixty(60)days after receipt of LANDLORD's notice, vacate their Premises and relocate all of TENANTs trade fixtures, equipment and inventory to their new Premises designated by LANDLORD. ]LANDLORD agrees to pay TENANT'S expenses(up to$15,000)involved in the relocation of the Premises including but not limited to employing a moving company to move furniture, flies and office equipment, printing new stationary, business cards, and all other related new address information, the relocation and Installation of TENANT'S existing computers and telephone system.TENANT's reasonable and necessary expenses for moving such trade fixtures, equipment and inventory shall be reimbursed by LANDLORD within thirty (30) days of LANDLORD's receipt of invoices for such moving expenses.LANDLORD shall pay for the completion of interior improvements in the new Premises substantially similar to those paid for by LANDLORD pursuant to this Lease in their current Premises.All other costs of remodeling,outfitting and furnishing the new Premises shall be home by TENANT. TENANT shall arrange for the transfer of all utilities to the new Demised Premises.TENANT shall execute and deliver such further documentation as LANDLORD may prepare to memorialize the relocation of Tenant. 50. LANDLORD IMPROVEMENTS TENANT is taking the Demised Premises in AS-IS condition. 59. CONFIDENTIAL INFORMATION TENANT agrees to maintain in strict confidence(and to cause any broker representing TENANT to maintain in strict confidence)all of the terms of this Lease and future addendums (including, without limitation,the economic terms contained herein)and any or ail materials, data and information delivered to,or received by,any or all of TENANT and Tenant's agents,representatives,employees,attorneys,and consultants either prior to or after the date hereof in connection with the negotiations and execution of this Lease.The provisions shall survive the expiration or the termination of this Lease. IN WITNESS WHEREOF,the respective parties have hereunto set their hands and seals and/or affixed their corporate seals(if applicable) and caused these presents to be executed by their duly authorized officers the date first written above.This Lease may be executed electronically and to counterparts. Signed,sealed and delivered in the presence of: LANDLORD: r-Gutfstrearn Properties&Investments,LLC William M.Murphy,Manager TENANT: H Longo Insurance Associates,Inc i B" Its: RULES AND REGULATIONS 1. The entries,passages,corridors,halls,elevators.and stairways shall not be obstructed by TENANTS for any purpose and shall only be used for ingress and egress to and from their respective Premises. No mats or other objects shall be permitted in the public corridors. 2. The doors, windows, sash doors and any lights that reflect or admit light Into the halls or other places of the Building shall not be covered or obstructed. The water and wash closets and urinals shall not be used for any purposes other than those for which they were constructed,and no injurious substance of any kind whatsoever shall be thrown therein,and the expense of any breakage,stoppage or damage resulting from a violation of this rule shall be borne by TENANT or TENANTS who,or whose employees,agents or servants shall cause it. TENANTS,their agents and employees shall put out all lights and close and lock all entrance doors upon leaving the Premises. 3. TENANT agrees that no sign,advertisement or notice shall be inscribed,painted or affixed on any part of the inside or outside of the Building except on the entrance office doors and then only if of such size,rotor and style as LANDLORD shall determine. At the option of LANDLORD, only the sign painters designated by LANDLORD shall be employed by TENANT for this work. A directory will be provided in the main entrance hall at the expense of LANDLORD. No awnings,coverings,air-conditioning units or other fixtures shall be affixed to any of the windows in the Premises. 4. TENANTS, employees, servants or visitors entering the Building after B p.m, on weekdays, and after 1 p.m. on Saturdays and on Sundays or holidays must sign the register in the entrance hall,If any be kept there,for such purpose on entering and on leaving. S. LANDLORD shall have power to prescribe the weight and position of iron safes and machinery,and they shall in all cases stand on two-inch-thick plank to distribute the weight.The expense of repairing any damage done to the Building by installing or removing a safe or machinery.or by the same while on the Premises,shall be borne by TENANT. Safes and machinery shall not be moved into or out of the Building except by persons approved of and at times fixed by Superintendent. No freight,furniture, packages or bulky matter of any description will be received in the Building,or carried up or down in the elevators,except during the hours designated by LANDLORD. TENANT agrees that all machines or machinery placed in the Premises by TENANT will be erected and placed so as to prevent any vibration or annoyance to any other TENANTs in the Building of which the Premises are a part,and it is agreed that upon written request of LANDLORD.TENANT will,within ten(10)days after the mailing of such notice,provide approved settings for the absorbing,preventing,or decreasing of noise from any or all machines or machinery placed in the Premises. &. No lamp,fixture or appliance of any sort shall be attached to or connected with gas or electric fixtures, if any,within the Premises, except such as are furnished or approved by LANDLORD,nor shall TENANT install or operate in the Premises any electrically operated equipment or other equipment of any kind or nature whatsoever which will involve the consumption of electricity or water,or may necessitate any changes or additlons to or require the use of the water, plumbing, heating, air-conditioning, or electrical system of the Premises, without the prior written consent of LANDLORD. 7. Nothing shall be thrown by TENANTS, their employees or servants out of the windows or doors, or dawn the passageways of the Building,nor shall anything whatsoever be kept or placed on the windowsills or ledges. TENANTs shall not make or permit their employees or servants to make improper noises,or play musical instruments in the Premises,or interfere In any way with other TENANTS,or those having business with them,nor shall animals or birds be brought or kept in or about the Building. 8. TENANT is not allowed to have any commercial cooking utensils nor to have any sleeping apartments nor use the Premises or any part thereof for the purpose of sleeping therein. 9. No TENANTS or any of their employees,agents,or visitors shall at any time keep or have an the Premises any kerosene,camphene, benzene,naphtha.gasoline or any inflammable or combustible fluid,chemical or explosive during the term of this Lease. 10, If,TENANTS desire telegraphic or telephonic connections,LANDLORD or Its agents shall direct the electricians as to where and how the wires are to be introduced,and without such directions no boring or cutting of wires will be permitted. 11. No additional locks or baits of any kind shali be placed upon any of the doors or windows by any TENANT, and each TENANT must, upon the termination of his tenancy,return to LANDLORD all keys of offices and toilet rooms,either furnished to or otherwise procured by such TENANT,and in the event of the loss of keys,such TENANT shall pay to LANDLORD the cost thereof. 12. LANDLORD shall be In no way responsible to any TENANT for any loss of property from the Premises,however occurring,or for any damage to the furniture or other effects of any TENANT by the Superintendent or any of LANDLORD's other employees. 19. No TENANT shalt occupy or permit any portion of the Premises demised to him to be occupied as an office for a public stenographer or typist,or as a barber,manicure,or chiropodist shop,or as an employment bureau or school,or for the sale of newspapers, periodicals,magazines, theater tickets,liquor, narcotics,tobacco in any form or vapor products. No TENANT shall engage or pay any employees on the Demised Premises, except those actually working for such TENANT on said Premises or advertise for laborers giving an address at the said Premises. 14, In case LANDLORD shall,in the exercise of any right herein granted,store any personal property belonging to TENANT,LANDLORD shall have the further right to dispose of such property by sale or otherwise upon two weeks'notice In writing for that purpose. if LANDLORD shall sell any such property,LANDLORD shall be entitled to retain from the proceeds thereof the expenses of the sale and cost of storage. 15. LANDLORD shalt have the right to prohibit any advertising, Internet post or other distribution by TENANT which in LANDLORD's opinion is harmful to the Building,its reputation or its desirability as an office building. TENANT shall discontinue such advertising,intemet post or other distribution immediately upon written notification by LANDLORD. 16. LANDLORD reserves the right at all times to exclude newsboys,loiterers,vendors,solicitors,and peddlers from the Building and to require registration or satisfactory identification and/or credentials from all persons seeking access to any part of the Building outside ordinary business hours. LANDLORD will exercise its best judgment in the execution of such control but not be liable for the granting or refusal of such access. 17. LANDLORD reserves the right at all times to exclude the general public from the Building upon such days and at such hours as in LANDLORD's sole judgment will be in the best interest of the Buiiding and its TENANTS. 18. TENANT shall keep all doors to Premises closed at all times except for ingress and egress to the Premises. 1g. All installations in the Common TelephonetElectrical Equipment Rooms snail be limited to terminal boards and connections. All other electrical equipment must be installed within TENANT's Office Space. 20, It Is expressly understood and agreed that any items of any nature whatsoever placed in Common Areas(i.e., hallways,restrooms, elevators, parking garage, storage areas and equipment rooms) are placed at the TENANT's sole risk and LANDLORD assumes no responsibility whatsoever for any loss or damage as regards said items. 21. LANDLORD reserves the right to modify the foregoing rules and regulations,or any of them,and to make such other and further rules and regulations as in its absolute judgment may from time to time be needed for the reputation,safety,care and cleanliness of the Building,and for the preservation of good order therein,and any such other and further rules and regulations shall be binding upon the parties hereto with the same force and effect as if they had been inserted at the time of the execution hereof. 22. Smoking is prohibited in all areas of the Building except where expressly permitted by LANDLORD(if any such area is permitted). LANDLORD reserves the right to relocate or eliminate any such areas where smoking is permitted,at any time. LANDLORD is subject to fine TENANTS in the amount of fifty(S50)dollar per occurrence for repeat offenders. FOR LANDLORD FOR TENANT EXHIBIT`Ftp" FLOOR PLAN rff �i M` 1 � w s N I y o V. E�� S 4f I ..�,.,.-.;,,.:.y -mss.- �...�iu - .;_4• - ._.•.,, i �Y Suite 201-1..157 RSF POR LANDLORD FOR'TENANT —3— TENANT CONTACT FORM Property Name: Please complete the following form and return to Berger Commercial Realty General Information Tenant Name: - . Tenant Mailing Address: Suite#:20— City: State: Zip=__� � r— Accounting information Name:' f ( Phone: Fax: Title: Email: V%,Lw a Office Contact Information Primary Contact: Title: Direct Phone: Cell: Email: After-hours Emergency Contacts 1. Name. �� Title: Horne: Mobile: pt ZAS k�� 2. Name: Title: Home: Mobile: 3. Name: Title:_ Home. Mobile: --- BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.G. SUBJECT: Approval of a 6-Month Extension to the Commercial Rent Reimbursement Grant Program in the Amount of $5,871 for Premier Medical Center of Boynton Beach, LLC located at 326 W. Boynton Beach Boulevard 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 in the form of a 50% matching reimbursable grant for a maximum period of 12 months. On March 9, 2021, the CRA Board approved a 12-month rent reimbursement grant in the amount of $11,400 to Premier Medical Center of Boynton Beach, LLC located at 326 W. Boynton Beach, Boynton Beach, FL 33435 (see Attachments I - 11). Premier Medical Center is dedicated to improving the healthcare status of their patients and community by providing affordable, accessible, quality primary care health services to everyone, regardless of their ability to pay. In February 2022, Premier Medical Center completed the 12-month rent reimbursement program. On February 4, 2022, Ms. Cleckley made a request for an additional six months of rental assistance as outlined on page 2 of the Commercial Rent Reimbursement Grant Program Application (see Attachment 1). The FY 2020-2021 grant program provides businesses the opportunity to request an additional six months of reimbursement, which may be granted at the discretion of the CRA Board. Ms. Cleckley explained the additional rental assistance will offset unforeseen expenses she has faced in not receiving reimbursements from insurance companies for the medical care she has provided (see Attachment 111). She continues to work on being added as an "in-network" provider with some of the major insurance companies which will provide those reimbursements. Under the terms of the proposed Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $1,957 per month (see Attachment IV). Premier Medical Center qualifies as a Tier 11 business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount up to a maximum grant amount of $1,250 per month for an additional six month period. If approved, Premier Medical Center would be reimbursed in the amount of $978.50/month for a period of six months or a total grant amount of $5,871. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2021-2022 Budget, Project Fund, Line Item 02-58400-444, $5,871 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the 6-month Extension to the Commercial Rent Reimbursement Grant in the amount not to exceed $5,871 to Premier Medical Center of Boynton Beach, LLC located at 326 W. Boynton Beach Boulevard, Boynton Beach, FL 33483. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Program D Attachment II - Location Map D Attachment III - Extension Request D Attachment IV - Lease BOYNTON ,A- ' R,4 BEACH COMMUNITY REDEVh8PMENT AGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach.The term "existing business"means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119.Any documents provided by the Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initial -I.- Page 1 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a monthly rent reimbursement for the first 12 months of business with the option to request an additional 6 months of reimbursement, which may be granted at the discretion of the Board. New businesses are eligible to apply for assistance for up to one year from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a monthly basis, the BBCRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, (the tenant and the landlord). As grantor, the BBCRA does not bear or accept any responsibility for payment of rent at any time, or for penalties incurred for the late arrival of payments by any party. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com. Initials... Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be a new business, or an existing business that is expanding in size. • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. Initials � Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops / Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores • Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing • Any other use that the BBCRA staff • Massage/Personal Services or BBCRA Board determine will not • Auto Services Facilities — repair, support the redevelopment of the storage, sales, etc BBCRA Area • CBD Retail Stores, etc. • Medical Research Centers/Housing Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half(50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four monthly payments). Oil Initial Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Clothing Boutique — clothing, furnishings, art galleries, kitchen shoes & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Centers • Insurance Offices • Specialty Businesses — stationary, • Florists (no more than 2 approvals gifts, sporting goods per fiscal year) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; � w Page 5 of 15 Initial Rent Reimbursement 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. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or'grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the BBCRA for all grant money received up to that point and will not be eligible to receive any further grant funding. For purposes of this grant, the BBCRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The BBCRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before Initials Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first served basis. Application packets must include the following documentation: A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2.. Resume for each principal/owner of the business. Copy of the corporate documents for the applying business entity. Copy of--,City and Cb,,qmy Business Licenses (Business Tax Receipt). " 5,,{a,Copy of executed multi-year commercial lease agreement. Two years of corporate tax returns (for existing businesses only). "'y, Two years of personal tax returns for the principal/owners of a new business. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. _- 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. 1 ,,,,,,,Completed and signed application (attached). `1"1:Authorization to perform credit check for the business and each principal/owner of the business (attached). 't21119 Form and Vendor Application (attached). Approval of Funding Request All re uired application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to Initials _ Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. In order to request the 6-month extension, the applicant must submit a presentation at the completion of the 12 months of rent reimbursement, outlining how their first year went and requesting the additional 6 months of rent reimbursement. The presentation must be submitted no later than noon two weeks prior to the second Tuesday of the month The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant, with the option to request an additional 6 months. Reimbursement will occur on a monthly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next month. Initials AIE"'I'. Page S of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com In order to receive monthly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthly reimbursement request within 30 days following the end of the next month in which ap t 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 rC�L� BOYN a ESOMBEACH � ,.• 4 COMMUNITY E ELO ENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed I D#: Business Phone Number: DO Fax: Website: 4 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 n If so, monthly base rent: . New Business Address: Square footage of current location: quare footage of new location: Type of Business: Number of Employees: / Hours of Operation: t �- Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com f Ri BOYNTO )' ok 've BEACH ' COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION PRINCIPALIOWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner ame: , WO Date of Birt y Email: , C 1 ("'J,(9 ' 4 Coy] Residentia[ ddr' ss: Ij �. I _ 4 c" ) w. Cell Ph nono umber: n I-- L 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO h. ( tt'({ a COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you applying for 71f ssistant under any other program offered by the BBCRA? Yes _ No yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes® No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: -- -�' Landlord's M ng A dress: Z-U\ r - v Landlord's Phone Number: �r, �i - CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO �! , (qvf l!' sw 1-110 " '_ COMMUNITY REDEVELOPMENTAGENCY APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com i B(*D"" I'N T(D RA APPLICANT INFORMATION APPLICANT SIGNATURES; Prin 1 a - wnelr's ignaturq k - to Ci Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF 0 r t`d A --...—COUNTY—COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared Monet w who is/are personally known to me or produced, 'p-L-fa L_ 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 F-e-b 20-2-( WEE] LLMORGAN OTARY PUBLIC ic-State of Florida My Commission Expires: DBJ;tg/,Z,�i ion N GG 121398xpires Aug 28,2021 Page 14 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com B101YNT0 immBEACKA COAA-MUN[TY REDEVELOPMENT AGENCY LAILO RD INFORMATION LAN QLQRQ SIGN&I"RE Landlord's Signature ppt Gate f) U 0 W7)Cr Printed Name jj-+ j4 � esaTitle Landlord's Signature Date Printed Name Title Notary as to PrindpallOwners Signatures-Multiple notary pages may be used ff signing IndMdually STATE OF COUNTY OF BEFORE ME, an officer duty authorized by law to administer oaths and take acknowledgements, personally appeared I f who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and Cou,nty aforesaid on this day of 2 NOTARY PUBLIC My Commission Expires: Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435-Phone:(56 1)600-9090 www.boyntonbeachcra.com 2/26/2021 PAPA Maps �"`" DOROT-IY ev 2 CFA,AAS t i}t Palm Beach Co nTy Property Appraiser s , c f, AG rch by Owner,Address or Parcel ME G 1 � 0 10 w Prape_rty Record; N, Owners- t1 i NELLOANGELOATRUST NELLOANGELOATR �1P1;>'• l+�ttae ` }t �Sds,i ',Oi i - t si' 1 "� # ts,4�3 t.f,S)`x ti t ,`'� t {F> { ti _ a AG �rr�s v, Property Detail 45 326 w BOYNTON BEACH s vt� BLVD �r w D©yntan E3each�1vd t i F,. ' s t i { tI�lril„flt�. Cl} sicI>.:.,It{ BOYNTONBEACH �ir ��������,. {1,�1s}t r_�ry t .�St{IF{�lt_..�t,.})}_..)A1 S,f ,5tl`..���If�4'}t{�11t}fsJ,r,,I;_a,,ai_s�����2JJ{�,��tI�t))l�������It.f�(��tj��t?£..:�#�t;\,�1�),I1�`._.���_.i}�)£7fJ£{,###�# �(J�,��(}/i�i./t{�r.{r,s,,,_<t�Js��,.����`tt4.,:7,t-� 3#24t}Frs) ,V.�, sr r,(V���������,1,•�.,,�,, ,fi7,{�.kIk_,fY._.,�_.���'���s{rt�s(t4�.f,{S}.,tl,i,.. C"rCe.l NO 08434528100020050 r }+,§„t}?t}), I a BOYNTONHGTSADD REV PL ,,ri'ttit{tt :I.it,i sir',,rt - I N tk 20368 C'-�ge 1345 IM, Di, MAY-2006 r y tt PO BOX 827 # Ph ilns� 11 r� t x p A.10 PALM BEACH FL 33480 ®-( 0827 � t!ae Tyr>, 1 700-OFFICE ONE STORY ft f.4t f51�� i T oto l F 728 h� Sales Information 0 t , Sales Date Price _ MAY-2006 10 _ , MAY-1987 70000 NOV-1 983 100 t joqg �� � JUL-1983 65000 JAN 1974 27000 II 4 Fr, � It il}f{ttAiFt'G' Appraisals Tax Year 2020 , { Vb.,-. $70,225 �S a}v,4V lu,-. $108,496 t� ToiA M-ik,tV lu,-. $178,721 }{ � i All values are as ofJanuary 1st ,M, _ I each year t Assessed/Taxable values `�h,'j��# I Tax Year 2020 - A .,s,t lu, $162,263 - ,c m xi,}s Amount $0 T,x,l,l, tt.nk— $162,263 ^', bt�Jsv( dux t _ trr Taxes Tax Year 2020 Ao tt.k,i a} $3,587 4 Non Ao tt.k,i a} $335 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528100020050 1/1 S ( b r t , II BOF OON t s BEACH As 7 12-MONTH RENT REIMBURSEMENT INFORMATION Business Name (include any d/b/a): � � � k zf §„ $. A s Address: { j Applicant Name: a; �`-x fi � - .. Original Grant Approval ate: C° 1c , , Total 12-Month Grant war tRent Reimbursement Commencement s Date: , Rent Reimbursement Completion ate; Amount Received to Date: " s ADDITIONAL 6 T EIMAI IRStMENT EXTENSION RE EST„ � 6-Month Reimbursement Requesteds 9Months: , s 6-Month Grant Request: Current Lease Expiration ate: '75 1 Are there any changes to the business Yes, If so explain below changes L+elove since the original application date i.e. change in ownership, staffing, lease No a c terms) s Please provide supportive information s , Y icy anti/or reasons for your request (use s additionalp g a es as needed � .aa r ,,W , Pr, ef , ` C ' ! � C(""' .. 'Wil'} 7 _ ,1. - - CQ 1, v s E S � s , 4 � � V y , y + t( y BOYNTON Y,, Yfs< „S t,S�+, � A 1 H 4 Applicant's Signator ukcy y Date of Request- FOR O e uest:F F ICE USE ONLY: y Anticipated CRA Board Meeting Date: y i q � a + Y E r 4 y S' y S 1 j i II y i , y 3 Y 4 3 1 y + Y + Y S t (t + x r 9 II z , a . a s I� i i 3 I I h I1 1� I I 1 y 04 snVI it 1 �E 1 i THIS AGREEMENT, entered into this �6 day of between `► Y' $ hereinafter called the lessor, }ire m i e r N�zd;c� C�nfier R.Dy n�n party of the first part, and r / of the County of Pc,)m ge� and �tct-ye dT 9or;dA- 4 hereinafter called the lessee or tenant, party of the second part: WITNESSETH, That the said lessor does this day lease unto said lessee, and said lessee does hereby hire and.take as tenant under said lessor Room or Space No. 3 jR /� situate in �i7�h�� 6et�c. ,Florida,to be used and occupied by the lessee as �/ and for no other purposes;or uses whatsoever, for the term of i`e e 0/ YC&r3 , subject and conditioned on the tt provisions of clause ten of this lease beginning the day of Novemp�, RCAC , and ending the . ,?1.3 t day of Oct, ,w— , ae a.3 at and for the agreed total rental of � Dollars, payable as follows: , lt>S 5u je3 i/��- �o �c� ia•-31-�1 - �'/.gOO.DO pea'mtrrr� /,9,57.Q0 r r AC" �/Vx -.5ale5 t X -92 Rents are due and payable on the first of each month. /r ey1W) reP_of'p hji; 5�.Je1, 7o.X (2'/,,0 7S) P&44 {.asf MOY71l :5 ren?-�r/Us sales fax ('tz/6�5 98� a.nd Elie_ 5e e_Uj J+ be 05,;f CT 9,000•VO Acr X fc rx 1 of '��15'7, 73 Wdl be Pa'a vfcrl e7(eWT7)c3ri Of 4-b-,S IMS(: . E all payments to be made to the lessor on the first day of each and every month in Advance without demand at the off* a of A i R box- 8,37 in the City of PipJ'A 6F . �L 93490or at such other place and to such other person, as the lessor t may from time to time designate in writing. The following express stipulations and conditions are made a part of this lease and are here- by assented to by the lessee: FIRST:The lessee shall not assign this lease,nor sub-let the premises,or any petit thereof nor use the snmo, , or any part thereof,no permit the same,or any part thereof,to be used for any other purpose thnn ns above stipu- lated nor make any alterations therein,and all additions thereto, without the written!consent of the lessor, and all Mitions,fixtures or Improvements which ma be made by lessee, except movable office furniture, shall be- come the property of the lessor and remain upon the premises as a part thereof,and be surrendered with the prem- ises at the termination of this Iease. SECOND:All personal property placed or moved in the premises above described shall be at the risk of the lessee or owner thereof,and lessor shall not be liable for any damage to said personal property, or to the lessee arising from the bursting or leaking of water pipes, or from any act of negligence of any co-tenant or occupants of the hu:.diag or of any oiher person vchamsoec:r. j THIRD: That the tensa* - =hall promptly execute and comply with all statutes,ordinances,rules, L orders, regulations and requirements of the Federal,State and City Government and of any and all their Depart- menta and Bureaus applicable to said premises,for the correction, prevention, and abatement of nuisances or other grievances, in, upon, or connected with said premises during said term; and shall also promptly comply with and execute�¢Il�.J—ules, orders and regulations of the Southeastern Underwriters Association for the preven- tion of fires,at own cost and expense. FOURTH;In the event the promises shall be destroyed or'so damaged or Injured by fire or other casualty during the life of this agreement,whereby the same shall be rendered untenantable, then the lessor shall have the right to render said premises tenantable by repairs within ninety days therefrom.If said:premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty.The cancellation herein mentioned shall be evidenced in writing. FIFTH:The prompt payment of the rent for sold premises upon the dates named, and the faithful observ- ante of the rules and regulations printed upon this lease,and which are hereby apart part of this covenant,and 4 of such other and further rules or regulations as may be hereafter made by the lessor,, are the conditions upon which the lease is made and accepted and any failure on the part of the lessee to comply with the tenns of said lease, or any of said rules and regulations now in existence, or which may be hereafter proscribed by the lessor, shall at the option of the Iessor, work a forfeiture of this contract,And all of the rights of the lassoo hereunder, and thereupon the lessor, his agents or attorneys, shall have the right to enter said premises,and remove All per. i I i sl to therefrom forcibly or otherwise, And the icssce thercuy expressly waives nny and nll notice required by ]nw to terminate tenancy,and nlso waives nny and all]offal proceedings to recover posnoa>!un of anid premise9,and ex- pressly agrees that In the event of a violation of any of tho terms of this lease, or t,I anid r:ilcs and regulnUons, now in existence, or which inay herenftcr be mode, -aid lessor, III-ngont or attorneys, may immediately re-anise sold premises and dispossess lessee without legal notice or the institution of any legal proceedings whatsoever. SIXTH: If the lessee shall abandon or vacate said premises before the!end of the term of this lease, or shall suffer the rent to be in arrears,the Iessor may,at his option, forthwith cancel this lease or he may enter said premises as the aunt of the lessee,by force or otherwise,without being liable in any way therefor,And relct the premises with or without any furniture that may be therein, as the agent of the lessee,at such price rind upon such term* and for such duration of time as the lessor may determine, and receive the rent therefor,npplyingg the same to the payment of the rent due by these presents, and if the full rental herein provided shall not be ronlized by leoaor over and above the expenses to lessor in such re-letting, the said lessee shall pay any deficiency, and if more than the full rental is realized lessor will pay over to said lessee the excess of demand. SEVENTH:Losses agrees to pay the cost of collection and ton per cent attorney's fee on any part of said rental that may be collected by suit or by attorney,after the same is past due. EIGIITII: The lessee agrees that he will pay all charges for rent, gas, electricity or other illumination, and for all water used on said premises,and should said charges for rent, light or water heroin provided for at any time remain due and unpaid for the space of five days after the some a�iall have become due,the lessor may at its option consider the said lessee tenant at sufferance and immediately re-enter upon said premises and the entire rent for the rental period then next ensuing shall at once be due and payable and may forthwith be collect- ed by distress or otherwise. it NINTH: The said lessee hereby pledges and assigns to the Iessor all the furniture, fixtures, goods and chattels of sold lessee,which ah all or may be brought or Net on Bald promises as security for the payment of the rent herein reserved,and the lessee agrees that the said lIca may be enforced by distress foreclosure or otherwise at the election of the said lessor, and does hereby agree to pay attorney's fees of ten percent of the Amount so collected or found to be due, together with all costs and charges therefore incurred or paid by the lessor. TENTH:It is hereby agreed and understood between lessor And lessee that in the event the lessor decides to remodel, alter or demolish all oraria•>lart.nf the premises lensed hereunder, or in the event of the sale or long term lease of all or any part of th ��� S i<'S --• requiring this space, the leasee hereby Agrees to vocato same upon receipt of,ola (4",daa'�written notice and the return of any advance rental paid on account of this lease, :I,na*190 It being further understood and agreed that the lessee will not be required to vacate said premises during the winter season: namely,November first to May first, 6y reason of the above paragraph. ELEVENTH:The lessor,or any of his agents,shall have the right to enter said'premises during nil reason- able hours, to examine the some to make such repairs,additions or alterations as may deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said premises, and to put or keep upon i the doors or windows thereof a notice "FOR RENT" at any time within thirty (30) days beforethe expiration of this lease. The right of entry shall likewise exist for the purpose of removing placards,shins,fixtures,AltorA- tions, or additions, which do not conform to this agreement,or to the rules and regulations of the building. TWELFTH: Lessee hereby accepts the premises in the condition they are In at the beginning of this lease and agrees to maintain said premises in the same condition,order and repair as they are at the commencement of said term, excepting only reasonable wear and tear orising from the use thereof under this agreement, and to make good to said lessor immediately upon demand,any damage to water sppnratus, or electric lights or nny Six- tore,appliances or appurtenances of said premises, or of the buildinr,caused by any act or neglect of lessee,or of any person or persons in the employ or under the control of the lessee. THIRTEENTH: It is expressly agreed and understood by and between the parties to this agrrrment, that the landlord shall not be liable for any damage or injury by water, which may be sustained by the said tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents, or employees,or by reason of the breakage, leakage, or obstruction of the water,sewer or soil pipes,or other leakage in or about the said building. FOURTEENTH: If the lessee shall become insolvent or if bankruptcy proceedings shall lie begun by or against the lessee, before the end of said term the lessor is hereby irrevocably authorized at its option, to forth- I withcancel this lonse, as for a default. Lessor may elect to accept rent from such receiver, trustee, or other Judi- C tial officer during the term of their occupancy In their fiduciary cnpacity without effecting lessor's rights as con. tained in this contract,but no receiver, trustee or other judicial officer shall ever have any right,title or interest in or to the above-described property by virtue of this contract. FIFTEENTH: Lessee hereby waives and renounces for himself And family any And nit homestead arjd ex- emption rights he may have now, or hereafter, under or by virtue of the constitution And laws of the State of Florida, or of any other State, or of the United States, ns against the payment of said rental or any portion hereof, or any other obligation or damage that may accrue under the terms of this ag?oement. SIXTEENTH:This contract shall bind the lessor and its assigns or successors, And the heirs, assigns, ad- ministrators, legs] representatives, executors or successors as the case may be, of the )essee. SEVENTEENTH: It Is understood And agreed between the parties hereto that time is of the essenco of this contract and this applies to all terms and conditions contained herein. EIGHTEENTH:It is understood and agreed between the parties hereto that written notice mailed or deliv- ered to the premises leased hereunder shall constitute sufficient notice to the lessee and written notice mailed or dellvered to the office of the leaser shall constitute sufficient notice to the Lessor, to comply with the to: of this contract. I I NINETEENTH:The-;ghts of the lessor under tiff foregoing sisal;be cumuiative,and fi.0ura o:: the pert of the lessor to exercise promptly any rights given hereunder shall not operate to forfeit,any of the said rights. TWENTIETH:It is further understood and agreed between the parties hereto that any charges against the lessee by the lessor for services or for work done on the premises by order of the lessee or otherwise accruing v under this contract shall be considered as rent due and shall be included In any ilen for rent due and unpaid. TWENTY-FIRST:It is hereby understood and Agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to-the lessor for approval be- fore installation of same. �I �I C Additianal stipulations_co the lease:_ Lessee will incur a 5% late charge to the monthly rental payment if Lessor does not receive the monthly payment due by the 10th ' day of the month. Lessee to have liability insurance coverage in the amount of at least $500,000.00, naming A & A Investments as co-insureds. Landlord will provide air conditioning system maintenance 2 times each year, but it is the responsibility of the Tenant to clean and/or change out the air conditioning filbers every month. If the filters are not being cleaned or replaced on a monthly basis, it will. be the responsibility of the tenant to pay for repairs or -any damage to the air conditioning system(s) . IN WITNESS WHEREOF, the parties hereto have hereunto executed this instrument for the purpose herein expressed,the day and year above written. -qian . reale nd del ex n t19 presence of: _ t Seal (Seal A sso Lessor , r9tA.SnJe5,7'm�:+�fs 4A.'_ -(Seal As to Lessee �` Lessee iM-led;cciA Cleriter- vF J STATE OF FLORIDA, ' County of p" Before me,a Notary Public in and for said State and County, ;personally came__._ l� well known and known to be the personnamed in the foregoing ;ease, - acknowledged tW - executed the same for the purpose therein expressed. IN WITNESS WHEREOF,I have hereunto set my band and affixed my official seal the - - day oL- My Commission expiry._ --- - N6asy Public,State o1 fiorida at Large. Thu Irulrmnienl preparrd by: , it I wwQ'z Ot70N ��L�O 9r zo -1�zQ zzOUl X� J= Ll W U 1 Q Q W r Z��0UQ3Q� O�QQm 'DEi mmp Qmu w m N In 0 u�y wca w 9 Xa � aIL LLL a O z z� z z 0 x m _ _ W 1FIJ v X i H � X� LU N _C_i Z ,_ I f LL I 7 1 X Q I LLLI w IL LU 21 wK, \v� Z �` LL, LU :wr N i \ � � I 7 � k � J f ,-- .� i H 0 w J(j ___ ___ _ „ u i t�t N U w F- vS0'L^.7/4' ; i, i X 3mWO 'zJ =SIX= f .; ,C w VO}p 0 08) u... �Z4 — e m y t z 'gam f z m(( H y h I q . ... .................... �Z �} xs + w z� Ir LU x P B w z u 1� _� ......... r _.. ..... .� O f C— w J LL� D W z BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.H. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Southern Golf Cars, Inc. located at 425 NE 4th Street SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Southern Golf Cars, Inc., located at 425 NE 4th Street, Boynton Beach, FL 33435 (see Attachments I - I11). Southern Golf Cars, Inc. is the region's top-ranked dealer for golf cars. Southern Golf Cars is your one-stop shop for the hottest new recreational vehicles including utility, personal transport, and golf carts. They have been in operation since 1997 in Delray Beach. In 2021, the business decided to relocate and expand to three commercial properties totaling 11,164 square feet in Boynton Beach. By moving to Boynton, this allows the business to expand by almost 50% in square footage. In addition to renovating and activating three vacant commercial properties, Southern Golf Cars will bring their current staff of 14 employees and also allow them to create eight additional full-time jobs ranging from a regional manager to sales managers to mechanics. Southern Golf Cars has been recognized by Yamaha Golf Car in receiving the President's Award and is a Club Car Black and Gold Elite dealer as well. The commercial property located at 425 NE 4th Street will act as the repair center, parts supply center and as an authorized Low Speed Vehicle, street legal golf cart sales center. As the tenant of a commercial property, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for interior and exterior improvements including: a new parking lot, exterior lighting, new ADA bathroom, new signage and exterior paint. The total cost of eligible property improvements is approximately $117,700 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2021-2022 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA P LAN/P ROJ ECT/P ROG RAM: 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 Southern Golf Cars, Inc. located at 425 NE 4th Street, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Application D Attachment II - Location Map D Attachment III - Lease D Attachment IV - Project Quote NT4 �77 BOY N TO = E - H CRA [�' AA!!11! ! 1111�1►lT Af"' Iw�V' October 1, 2021 — September 30, 2022 COMMUNITYBOYNTON BEACH L GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement vlall� r.vylatil qt.PIN.auull allu iu UcIly paylliviei at ally 11I114t; n, 111 its �*VIU et®u eusutu1,11, 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 vear or relacatinn to Rnvntnn Rpnrh Thp term"Rxictinn h:lcinpt--c°mpnnc 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. ` ep-c", Page 1of17 Property Improvement 100 East ocean Avenue,4"I Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com The Boynton Beach BRA 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 Low. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner In the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://Www.boynton-beach.org/go- green/pace rogram.phpurbycuntactingihe %-Oi(yo'1 0-oynionBeacitai '0^01') 742-6067. -p Attached is the eNew 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 b-%Jsin%-.-Vscs. CareerSo-Urce P.-Alm Beach County has a dedicated +,-.-am of carear 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 lobs, 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: Ainnficant must be the bul-siness entity Inr WhIoN named and the nrinrinal 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). Page 2 of 17 - vernent Properly irnpro 100 East Ocean Avenue,4th Floor,Boynton Beach,Fl.33435-Phone:J561)600-9090 www.boyntonbeachcra.com a 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 BBC RA Board approval e Pmnn Ad leases must be executed within 30 day.- of BBC Roard 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 Bl3CRA, A copy of the consumer report will be provided to the applicant upon request. Applicants A L_: S_ _-C ri oust have a n rExpe nan U-1-teudit score Of 6011 or III ligher and [have no 111steu I I Isto-ly 01 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. 0 n!! ..�rI rraust be dune In com pH 3Mc a 01.th annlinnkip —lfY of Br1rf^n Reach 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 R appears on the Palm Beach County-Wide/Municipal Building Permit ApplicaUon Form submitted to the City of Boynton Beath j, prefe-rance 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 proposedu vAT—wrok t..0 be performUnA nrir%r to at iKmf#+in#N a grant annik—flon v_ V.— - ZJ 0 Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBC RA Board approval, plus an added 20% contingency funding arnount e Grant funds will be reimbursed exclusively for approved work and approved change orders. 9 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 mat were previously Unproved using a 1313CRA 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 P" To Ci by, of, Boynton 0.e a c 1�1 1-1 e 1-1 S L-At the time them applicant Snnlo-o rmir"h rSeMennt. ensure that the property does not have any outstanding liens,violations or monies owed for utilities, the BBC RA 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. Page 3 of 17 Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach,FL 33435-Phone:(561)600®9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property,the grant will not be awarded until the complete qnfictfne-tinn 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, 70 -eir appilcanth- may request reimbursement for up to 50"' of th I 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 equh.ralent)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 BBC RA 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 adminisirative exiension will be purry-ilthdad, Wid U1-10 D'BCRA rias 'Ll-le 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 --Pro�wl S%.,+k^ -"1RA Board, -- --t clialble forrcimb—c—t ,�Ajn,41�p y,ant approval WY LIOW LIJIBI%.# C41 L' I IV - 1 911%, 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 f review and potential approval. o • 88GRA 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 ft 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 BBCPA the rights and use of photos and project application materials. • The BBC RA Board may give preference to local businesses. For purposes of this grant. local business means a duly licensed business entity with an office location in Palm Beach County, Page 4 of 17 Properly rty in- provement 100 East Ocean Avenue,0 Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www,boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls * Plumbing 0 Flooring q- Grease trap installation 9 H\1AC system a ADA irriP. eAments • Electrical systems, * Hood &fire e Signage including exterior and suppression 0 Duuis1'W--1nU-'U--W- -5 interior lighting • Landscaping and * Parking lot re-paving, o Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building o Paintina • Fencing (excluding * Demolition of structure * Roofing (Not to chain link, barbed 1.A.Pi.re, and re-soddinQ of eXceed 500L of and wood panels) vacant property total grant award) • Electric vehicle erharging 0 Sular ellectrluiy and 0 Securlb, stations-See attached water heating -See cameras/system" keNew PACE Eligible attached ReNew PAGF (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 pimps.4-, --V;-L;S -f'a-4- +k-+ V-A 1--s+k-- Y U grant 00%01F# Inc se VIV IV Ulu 00 6110111,11VGA# U1110411MUBt of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an an cunt not to exceed $3,000 for the insta . I -- �_ __ __ - _xce_ _11ation of new securifty cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: o Massage/Personal Services a Medical Research Centers/Housing • Firearm Sales/Shooting Ranges a Massage/Personal Services • Religion-I Affiliated Retail Stores e Churches/places of worships Non-profit Organizations 6 Alcohol anu'f'V-r Drug Rehabilitativ-1-1 Adult Gambling Arcades CentersfHousing • Check Cashing Stores 6 Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not o Vapor/E-Cigarette Stores support the redevelopment of the BSCRA Area X Page 5 of 17 fl rroPertty irn prove ment 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com • CBD Retail Stores Grant Terms and Conditions This grant is divided Into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBC RA to the successful applicant will be made out to 84M applicant(thie business entiVY). wtil L- t_-__J I A L- It! rd n i funding iarujuuntb- III UW Udbuon 'Uhle appillicanAL'S PrGjaCL UuUdget specilived at th e 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 .ayKnon ;_ 9.--L lul- ;l_w_ . Tier One LeJusinesses imust be one oullithe 11U11110wing types of business: a Restaurard Hotels/Motels/Bed and Breakfast a Gourmet Food Market (the Board will grant no more than III Bakery four approvais in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible fo®r reimbursement of 50% of the applicant's project bud g e 106 a p,e c Iwg led at 01%0 *IMe of BBI�DA too 161 W I%rL Board app,ro VC-All, up to a maximl.1m. am^.Ul,n,+, ^of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home DOcor/Design -home III Boutiques-clothing, shoes & furnishings, art galleries, kitchen accessories wares III Law Offices • Accounting O"Ificas Hair/Nall Scallons (no morc t4han hvo • Real Estate Offices approvals per fiscal year) Page 6 of 17 Property Improvement 100 East Ocean Avenue,41 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 • MUtV Services rr'acilities— repair, i Tattoo naaeiuirtno our y P-lerCliy/ouuy 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 gLlC 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 Lbiusi:iiesse6 eligible rau_- reimbursement or 5010 or 'Ile applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of$15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops ('r»:'ei li i?^.e Ctorov- Morr+�aryia I inf rnr Stoore and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease at the time of Board approval. The commercial e r e e if , , _ tL r c ease ►riusi vefiise tris iciriv'oELi-ierratit reiaiiu�isiiiN thio at rrriiiiifiuiri piuiiiue drre rolruwing information: • A description of the space being rented, including square footage and a drawing of the space; ON ueb-U ipiiva r of utilities lanai ara iia tenant's rIL raaNui r5iN ity; • Rental rate and deposits along with terms of lease and methodology for future rent increases; ® L7ae•rvAJ '01VVV VU1 t r Error iv.ie.rive► rsno� %0^La1'r.r rer+o.rc LAJ J"J .r Taro rtrr. ec.mare$e• ewoNv�ev�yw Nm ay rve n�ta.�we ue,u unweiv� ivpun.auriulvr inrrnvrueurnw, • Insurance requirements; M _ Page 7 of 17 i Property improvement I 100 East Ocean Avenue,4"°Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com I Ability to terminate; and Is n u 19CVes of d a f ult on thS leaso. Application Process Applications can be obtained from the BSCRA office located at 100 East Ocean Avenue, Boynton Beach, FIL 33435 or downloaded from www.boytonbeachcracom, All applicants are required to meet with BBCRA staff in order to determine eligibility for submitting an appUL.4tUon. Applications will not be considered until C119 104WI U .JUk. 16a 1n,0LiLJ11 i submitted o the BBCRA office, Application to this grant program is not a guarantee of funding. un in is at the sole discretion o oar . Applicants submit complete plications via email or mail hard copies of the ppla� s�o®s v�®th SII+m® t r® Is t te 'm QQf'DA e s f r r !Vein nA parrPwaf. l by the RRCs a+ +r . Applicantswill considered on a first-come, first-serve sisa Application packets must include the following ocum nt tion: 1. A non-refundable bl fee of$100,which will be used to obtain a consumer credit report on _the Nsin ss and prinalpsilowners of business- Make check payable to: Boynton Beach CRA. . Provide 2-3sentence mission statement for the applying business amity. if lig applicant is a commercial property owner, provide a brief history of the property and the current tenants of the space, This Ml be used as a way to introduce our business ti-the 3. Written it of of budget describingthe Improvements to be donethe property. .. C°ot esti„ t ts1 from__ Iia-eased cont__c;torf 1 specified ed in thapplicant's_. = prof budget. It roust list all project costs for which the applicant is requesting reimbursement, The project budget must provide total cost of the project. 5. Siqnage d si® n, project color chips, mat rt I samples and material specifications, if applicable, building lCapp a.� f t i p a�cit has not �a limed for V. F� a as ink perm, it r ��ip� la�stlonm I ri prior o submission of the grant plication, a copy of thebuilding r it receipt is due within 90 days of grant approval, or the grant award may be terminated. 7. Resurne for each princinal/owner of the business, 8. Copy of the corporate oau nts for the applyingbusiness entity, fn 4L Page 8 of 17 Property Improvement 100 East Ocean Avenue,41 Fier,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com t 9. Copy of executed multi-year commercial lease agreement. in,rnny of IN r nn .- __r_J _1 Aa.ranty 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. '-x`obstot creat and-",!a Jincludinqjob Udesci-ipbons, pay range and J____ 1_ 1'4.Llac U1 J De VU it U1 I schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 15.A.m—irii.mu.m.. nwf. four nn In r efinif in I " before" 1phot'Os Of the exterior norJ in#,mriwf% portions r 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 wean and Ven dur Applivaliun (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 wpFr^ rsa - depurtm-Mts, %IhIch are located a+ City Hall 1V0V E00vice an Avenue, Building Department, Boynton Beach, FL 33435, Phone (561)742-6000, Approval of Funding Request All required documentation must be submitted no later than noon two weeks Drior to the second Tuesday Lof the month. BBCRA staff will review the application to evaluate WWI lether,tenth,PD—U)'•VeCt Is eligibole '1%-Jr I mimut-umsernent. 11,11 I•t meet'sthese requlirement*-, EISI�-3-INA staff will present the funding request to the BBCRA Board for review and potential approval, The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hal! M inn East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board, The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Page 9 of 17 Property improvement 100 East Ocean Avenue,41 Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com Board may have regarding their applications. BBC RA staff will notify the applicant of the BBCRA Board's approval or denial in writing Site Visits BBCR"' may conduct a site visit p nor iv iranamilling ithe applicatuion 10 H-16 A Smi-ard and on 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, I'vr-Mn vv�tlt. Procedue-es for Rei ri-ibursement This program is designed as a matching 50% reimbursable grant. Ali work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBC RA funds.The applicant may request reimbursement for partial payments 41%®^.,^60U4 th^ flo�U^+^ =M/ of evran n%APnM. TkC U91VUY11 L 1VF1VJWVL I F16%J %JVJVVIV 12tG4WWC"%A 11M. 1remaining W9 AV 014- Wo If gd Ira I%I t. fiunding 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 guhmit a final raimhursAment reauest- The RRCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. Ah reimbursement requests and supporting documents must be submitted to the BBCRA (3)days prior to the grant expiration date. The BBC RA 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 a c c o r,,p a n-1 e Ud b y It h e`_111_...:_11vli,g J__..rn e na...:__.dl I . L invuices, receiiois ut utul-ler acceptable evidence of payrnerst fi-Orn 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 ;f—x-- must be b%,sur)p rted a cancelled check showing the Lace of the 110 J check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashler`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, is cupy of the statement ffrOrri both payer and payee showing the transaction and/or copy of the email/text verification from both parties. Page 10 of 17 Property improvement 100 East Ocean Avenue,411 Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien"signed by each licensed contractor(s). See attached SaMple U-f a Final Reiease of Lieni U-m-t. 5. A minimum of 4 color"after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. 7. All in nr^hnr4rv%a+e M r% gan nirran %o fa tha his ina, c f^rMr%nrfinn nfniihlio-t mr-kinfin — I'I V.WJ%0%d.W.Av.W —WWA I W W. pevr .yy 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 Siehmit w rk irrinmve-ments 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. 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 TU he MMJ'%r!%A of a grant result any obligation on the part of the 8B%.orv-%to any'11-111rd party. UW�%.041%m 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-ra ofai-I fri,the Prni r-f fnr which th® is direrflu rQnnnzihip hnu heapwpplica... paid is sufficient assurance for the BBC RA to award grant funding Page 11 of 17 Property improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com 'yam BOYNTONic =BEACH RA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): r _ Current Business Address: Fed IU#: Business Phone Number: ��_1 (Cl T 3'-7( Cell: C:s �� Website: Existing Business: Yes No Number of years in existence: ^ Time at Current Location: fi New Business to Boynton Beach: Yes x No Do you have an executed lease agreement: Yes )�No_ If so, monthly base rent.- New ent:New Business Address (if applicable): Square footage of current location: Square footage of new location: C---. r CType of Business: �: w �S 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:, CGCG Page 12 of 17 Property Improvement 100 East Ocean Avenue,4t''Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 'A t5OYN TO 1-4 III COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION rrn®e®a" AuV—aflk :n®a®ry�enr►®w®®. (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: , Date of Birth-. .. 14 Email: Residentil Addres �� • 1 jjn hk-E,'A . . Cell Phone umber: 1 .— 2. Principal/Owner Namej j r e . Date of Birth. : Email: ' i )_ _ ,° '. d . 1 w ° Residential Address, a .�. Stu � Cell Pho a Number: 3. Principal/Owner Name: -- ----- Date Date of Birth: Email:__ Res±deential Address: _.....__ Cell Phone Number: 4. Pring VOwner Name: Date of Birth: „„ Email: Residential Add.------- Cell Phone Number: Are you applying for grant assistance under anv other program offered by the BBCRA? Yes _ No If yes, what additional programs are you applying for: Page 13 of 17 Property Improvement 140 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com I I 1i g W ' COMMUNY Y APPLICANT !NFORMATIntJ t4re sr®a� rorysrlvirrn ran+ o®�c , n gGJ&reaa"Ci �y a gr a as istatana,e under any other r ei tai eget Ivies: °r`es tvv If it:rnal g Yes, list any gr1d: ars mot enurnr,r and ..,,. +„• a I \y h® AMM iBSAM � Y.A.. f \_DILORD IIVFOR�jrA iON. Landlord Name: L ® C, Landlord's Mailing Address: Landlord's Phone Number: ... ORTIFICATION AND WAIVERF PRIVACY: Fnr na Immerse of thio rbr+'finnl:nw ,1 s MI .._. ,," c__, a+rpa+.+vv v, a,nu w,ain.,oa,v,+®ism isaiveo Of privacy, Ile tttrm, I re Crs'to lrltl appiluant 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 applicants), 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 obtai^ting a g Ont under the Boynton Beach Community Redevelopment Agency Commercial Property ln^pir.'vment ,uit Program, and It i5 uue and cornplate tU the best of ruy knowiedge and belief. i further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I Page 14 of 17 Property Improvement 100 East Ocean Avenue,0'Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com fj ok 00y r HjCW %wo K, CO&MNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION. ..Bww.-.6aaw.d Bh rwA 8� l 64�. 1 0w 2..616.�.� 11..m Ham...olm.� 1°°9�ww14 L'--undears6®111.1 61101 the purf.ItJ3G U1 UIC ial�6 i3 fu fU Ulei 6a 10 ouy116u11 ®eac' Coriirnul lily 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, disonrltinue grant payments at any time If in its sole and absolute determination it feels such i assistance no longer meets the program criteria or is no longer in furtherance of the Boynton ®each Coririiiunity nauevelopment 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 I 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 naiya rnarrmirgi^n to th99 BBC or it`e, crntc to 9a,—photo^•s of.rnyrelf aand business t^be 11—A t^v 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. ®agc 15 of 1,7 e agcy aea v� i e Property Improvement IOu east Ocean Avenue,41`Floor,Boynton Beach,FL 33435-Phone-(561)600-3090 ww.boyntonbeachcra.com I I R � r =BEACH KA L PMENT AGENCY- APP1...,1AC..-,.,N,.T rtun ® °rrur rru..r+fl'i'' atr.aTi4lra Prince aUOwner ,,S�grl tine Le _i ,W l Printed Name Title 2. Princtna(/Owner° ;91 tur Printed Name Title 3' FrincipallOwner's Signature Date rrinted f4arne Title Principal/Owner°s Signature pate Printed Name m Title Notary as to Principe ner°s Signatures - Multiple notary pages may be used K signing Individually STATE OF t _ COUNTY OF BEFORE ME, an officer duly authorized by I w to administer oaths and take ack�nowledgements, personally appeared �11 ; who is/ rsonalaIcnown to me or produced as identification. and acknowledged hefshe executed the foregoing Agreement for the use and purposed mentioned in 1►and A N 10L t IC ii if-0611 Uil 1-01-3-L Is his/her a4l and Deed. IN WITNESS OF THE FOREGOING,I have set my hand and o tial seal in the State and County aforesaid on this ... ."e�_ 57 day of C - _ tee.. m ° KM16of17 ER RONALD SMITH II NOTARY Pi IRI IPublic-State of FloridaMy Commission Expires: mission r GG 182095m.Expires Feb 4,2022gh National Notary r16 of 17 Property Improvement 61' 100 East Ocean Avenue,4'Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com i f 1 BOYNTON RA INFORMATIONEA H COMMUNITY REDEVELOPMENT AGENCY LANDLORD LANDLORDS[ R t.an: ar fi S'7 AtFiC nt Name Title Pri �u 2. �. f ndfor 's Signature � - � ��������Date� �� Printed Name Title NOtOrY$S 10 rinc/ U ner's Signatures-Multiple notary pages may be used if signing individually STATE OF COUNTY OF, ,a!''� cv BEFORE ME,an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared a ✓l�i�c j2 a who is/are personally known to Mr "` w'...w.... as fUGItO11l dUV1)p tl11U 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. 1N WITNESS OF THE F GING,l have set my hand and official seal in the State and Countv aforesaid on this _ a day of u J R✓ 20 , 1„;,i - - RY LlC _ JONATHAN DASILVA iy Commission Expires: ' Notary Public-State of Florida ® : Commission#GG 959130 •.°F .\ My Comm.Expires Feb 17,2024 Bonded through National Notary Assn. Page 17 of 17 Property Improvement ppp 1013 East Ocean Avenue,01 Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 (� www.boyntonbeachcra.com ;L 1/12/22,9:36 AM PAPA Maps ��"`" DOROTHY ev 2 CFA,AAS i�t Palm Beach Co nTy Property Appraiser , e Elk, Search by Owner,Address or Parcel i g r View Prape_rty ' t Record i Owners CHOW HUT LLC , Property [ �nl> ivn 425 NE Ch, r�i p N1=,4t T lily BOYNTC No 084345 Qy t A IP k'� �f �. �. ` kk ROBERT 1 'ur)k, 25413 Drt AUG-202611 L 4.7 t ,. BOYNT FL 334 u ` { 1 � t l� f )FI f p 1 u ✓o F r i b i j t k � I 1 {rSX2 W ,1 r1r � tIlikI https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521260060010 1/1 LEASE THIS LEASE (this"Lease„)dated as of 2521 (the"Execution Date")is made between Chow Hut LLC,a Florida limited liability company("Landlord") and Southern Coif Gars,tat.,a Florida corporation(referred to hereafter as"Tenant") Landlord hereby lease to Tenant and Tenant hereby leases from Landlord,the Premises described below subject to the terms,covenants and conditions hereinafter set forth: 1.DEFINITQDNS. Unless otherwise specified,th efol lowing terms shall have the mean ings h ereiin specified: 1.1 Ease Rent Initial Term Month!_Rent 511512521-4130/2022 $11,492.55 511/2022-4/3512023 $12,658.67 5/1/2023-4130/2024 $13,536.43 511/2024-413012025 $13,425.59 5/112025-4/3012026 $13,532.47 5/112026-4130/2027 $14,247,45 51112527 4/3012028 $14,674.87 5/112028-4/3012029 $15,115.12 5/1/2029-4130/2030 $15.566.57 511/2030_4130/2031 $16,535.63 First Ronewal Term Month iv Rent 5/1/2031 -4/3512032 $16,516.70 511/2032-4/35/2033 $17,012,20 5/1/2033-4/30/2034 $17,522.56 511/2034-4130/2035 $16,04824 51112035-4130/2036 $18,589.69 Seobnd Renewal Term Monthly Rent 5/1/20361-413D/2037 $19,147.38 5/1/2037-4/3012038 $19,721.80 511/2038-4/30/2039 $20,313.45 511/2039-4/30120440 $20,922.86 5./112040-4130/2041 $21,55,0.54 `plus applicable Florida sales tax,and other appl cablegovernmental taxes which may change or become d ue from tirrne to fime, 1.15 InsuranceExpenses:All reasonable costs and expenses incurred by Landlord to insure the full replacement value of the Building,and obtain liability and at I-risk p ropertyinsuranceincoverageamountswhicharereasonableandcustomaryforasimilarlysituatedbuildingsinthe area. 1.1 C Real Estate `axes:All payments to Governmental Authorities for taxes,charges,assessments Ad Valorem taxes.Pion-Ad Valorerntax es and any other surcharges and levies,general or special,ordinary orextraordinary,of any kind whatsoever(including interest thereon)Landlord shall be obligated to pay arising out of the use,occupancy,ownership or leasing of the Building and any property,fixtures, or equipment thereon. 1.1D Maintenance and repair:Landlord and Tenant's maintenance and repair obligations are set forth in Section 7 of this Lease. 1.1E Existing Tenant Buyout It is agreed that Tenant's financial obligations due to Landlord and in accordance with this Lease,includes a 1- time expense("Tenant's Buyout Contribution")equal to the lesser of:(i)$15,555.55 or(ii)fifty percent(50%)of the amount actually paid by Landlord to CFC Custom Closets,inc,("Custom Closets') the Building's pre-existing tenant,to exercise Landlord's buyout of Custom Closets' lease. Tenant's 'Buyout Contribution of$15,500.00 shall be dui;and payable by Tenant to Landlord simultaneous with the execution of this Lease. Land lord and Tenant will work togetheringood faith and fairdealingafter thisLeaseisexecuted,shouldTenantbedueanyrefund for any overpayment of the Tenant's Buyout Contribution stated herein. 1.2 Base Year: 2021 1.3 6uildin : The building commonly known as'425 NE 4th St.,Boynton Beach,FL 33435"together ith all improvements and existing fixtures. 1.4 ggMMgnAreas:N/A. 1.5 Delivery Conditions:Landlord shall deliver the Premises to Tenant inan"As-1s, here-Is"and"broom clean"condition('DeliveryConditioins") 1.8 D :Due at signing this Lease,they+mountofTwenty-Two Thousand Nine Hundred Eighty Four[Dollars and 10/100 Cents($22,984.10),to behold by Landlord in accordance with Section of this Lease. 1.7 Governmental Auth rib : Any federal, state, county, municipal or other governmental or quasi-governmental entity or any agency or instrumentality thereof having jurisdiction over the Premises. 1.8 Governmental Reouirgment; Any law,statute,code,ordinance,regulation,permit,license or requirement of any GovernmentalAuthontr now existing or herefterenacted,and applicable to the Premises: i I0.3944000785382 Krv2Z 1.9 Permitted Purpose: The Premises shall be used by Tenant,for the following purposes,on the condition such purposes qualify as beingcomplaint with any and all applicable Governmentai Authority and Government Requirements:(i)the sale and leasing of golf cars and golf car parts;(i i)th a maintenance, repair and servicing of golf cars and golf car pats;(iii)storage and warehouse space;(iv)showroom space;(v)offioe purposes;and(v)other incidental uses for its intended business purpose which are normal lyrelalsd thereto and pernitted by applicable low,and for no other purposes without the express,wrillan consent of Landlord first obtained;provided,however,that Landlord's consent shall not be unreasonably withhet d,conditioned o r delayed. 1.10 Premises:The Building and the land having Parcel Control Number 08-43-45-21-26-006-0010,comn-onlyknown as 425NE 4th St.,Boynton Beach,Florida 33435. 1.11 Prepaid Rent:The first month's Rent in the amount of$11,492.05(the"First Month's Rent'),plus any applicable sales tax,shall be prepaid upon the execution and delivery of this Lease. 1.12 Lease Commencement Date:Rent Abatement Period:Ren t Co rrmencement Date:Tenant Improvements: 1.12ACommenceme tDates'RentAbatementandTenantWorkEscrow:TheLeaseCommencementDateshallbeMay15,2021 (the "Lease Commencement Date");The Rent Commencement Date shall be October 15,2021(and shall bed ue on the 1='of every consecutive month thereafter),as Landlord has agreed to abate the rent for five(5)months from the Lease Commencement Date("Rent Abatement")and in exchange for this Rent Abatement,Tenant shall deposit$40,000 to be held by Landlord("Tenant Work Escrow)to ensure that the Tenant Work(defined below)is completed.Th a Tenant Work Escrow sh ail be due upon th a signing and del iveryof this Lease.Tenant wi ll be g i ven th a key and access to the Premises on May 15,2021. The Tenant Work Escrow shall be kept in a separate account held exclusively by the Land lord in a bank account that is FDIC insured,to which Landlord shall be entitled to the benefit of any interest,if any. Tenant can draw off of the Tenant WorkEscrowonce the Tenant has reasonably proved that it has first paid for$40,000 towards improvements set forth in Section 1.126,defined as Tenants Work. Once the Tenant h as proved that it has first paid$40,000 towards Tenant's W ork,then Tenant sha It be permitted,once a month,to submit detailed invoices to Landlord to pay invoices,from the Tenant Work Escrow,that can be identified as items in furtherance of completing Tenants Work. Landlord must pay the invoices from the Tenant Work Escrowwithin three(3)business days after receipt from Tenant,s ubject io Landlord's approval, which approval shall not be unreasonably withheld,conditioned or delayed. Should a balance remain in the Tenant Work Escrow after Tenants Work is completed,then any balance shall be returned to Tenant. In the event thatTenant is unable to complete the Tenant Work,after the Tenant Work Escrow is exhausted,then the Ten ant shall remain obligated to complete the Tenant Work as provided herein. 1.12B Tenant Wgrk:Landlord has requested and Tenant has agreed to complete the tenant improvements set forth on Exhibit"A"attached to this Lease and mad a apart hereof(the"Tenant's Work")id entified on Exh ibit"A". TenantandLandlord agree that solong asTenant hasacled in a commercially reasonable manner to undertake the Tenant's Work and diligently continue towards its completion,there shag be no penally to Tenant and it shag not be a default or Event of Default under this Lease if th ere are delays in completing Tenant's Work,beyond Tenant's reasonable control.Tenant agrees to use commercially reasonable efforts to:(i)timely submit Plans to the applicable Governmental Authority,and(!I)fiiy complete the Tenant's Work,closeout all appl icabieand required permits,and pay(or cause to be paid)in full all contractors and subcontractors in a ti mely manner. The materials and craftsman used to complete the Tenant's Work must be performed by licensed professionals and the Tenants Work must be consistent with the work and materials used in and on buildings of a si milar nature. 1.12C Boynton Beach CRA:Landlord is not making any warranties andlor guarantee(s)as to the availability of City of Boynton Beach CRA funding.CRA funding!s subjectto change without notice.Landlord will assist the tenant where required or reasonably requested by Landlord to obtain any CRAfunds,which maybe made available by the Cityof Boynton Beach. 1.120 Tenanfs Pergentage Sharl:The Building and the Premises shag be fully and exclusively demised to Tenant.Consequently, Tenant's Percentage Share of Insurance Expenses and Real Estate Taxes above their Base Year amounts shall be One Hundred Percent (100.00%). 1.13 Term:The time period between the Lease Commencement Date and Termination Date,and to any additional time periods,if any,for which the Term may be extend ed. 2. USE1C MPLIANCE.AtalltimesduringtheTerm,TenantshalloccupyandusethePremisesforthePermittedPurposeandfornootherpurpose without Landlord's p riorwrilten consent,which consent shad n otbe unreasonably withheld,conditioned o r delayed.Tenant shall not d o,bring,keep or permit to be done in or about the Premises anything which is prohibited by any Governmental Requirement or would cause a cancellation of any insurance policy covering the Building,is for any unlawful purpose,nor shall Tenant cause or permit any n uisence orwaste in,on or aboutth a Premises.In the eventTenant uses the Premises for purposes other than the Permitted Purpose slated herein,orother permitted purpose hereafter reasonably approved by Landlord, Land lord may,in addition to an yother remedy to which Landlord may be entitled,deem i t an Event of Default(as defined below)and Landlord may restrain said improper use by inj unction,after providing Tenant with prior written notice and a 15-Day Notice to Cure such unpermitted use. Tenant hereby agrees and acknowledges that Tenant's occupancy of the Premises shag be deemed to bean acceptance of same in"AS IS,WHERE IS"condition.Notwithstanding anything to the contrary contained h ere!n,and except to the extent exacerbated by the Tenant,Tenant shall not be liable for the indemnifications by Tenant, that maybe applicable to Tenant,provided in this Lease,and Tenant shall have no I i abil ity too ro bl igation to indemnify or reimburse Landlord for an y costs, fees expenses,losses or otherl iabil ities o r obtigations imposed upon,paid by or incurred by Landlord that result from any pre-existing conditions which were not reasonably discoverable at the Premises(including,but not limited to underground environmental conditions)at the Lease Commencement Dake (collectively,the"Excluded Matters"). Landlord grants to Tenant and its agents,employees,contractors and invitees(collectively,"Tenant Parties")the exclusive right to use and possess the Building and the Premises during th eTerm,subject to any rights Landlord may have as permitted in this Lease. Tenant and Tenant Parties shall comply with all reasonable rules and regulations concerning the Building as Landlord promulgates from time to time.The current Rules and Regulationsare attached hereto as VAN j# . 3. RENT."Rent"shall include the Base Rent,as set forth in Section 1.1 above,together with all other amounts,items,costs and expenses(collectively, "Additional Rent")payable by Tenant to Landlord under this Lease.Commencing on the Rent Commencement Date,Tenant shall pay each instalment of Base Rent(plus all sales taxes from time to time imposed by any Governmental Authority in connection with the Rents),in advance on the first d ay of each month during the Term.Tenant shall pay al I Base Rent,withoutd emand,deduction o r set off,to Landlord at the place specked fornotlee in Section 21 below. In ad d ition to Base Rent,Tenant shall within ten(10)days of written notice delivered by Landlord,pay as Additional Rent,Tenant's Percentage Share of the amount of any increase for Insurance Expenses and Real Estate Taxes above those incurred during the Base Year,and shag be calculated by Landlord based upon the current year actual amounts paid by Landlord with respectto such Insurance Expenses and Real Estate Taxes.Tenant shall have the right at Tenant's sole cost and expense to audit the books and records related to the Insurance Expenses and Real Estate Taxes(collectively,the"Charges")forwh lien Tenant 10394403078538 v2 is responsible to reimburse Landlord pursuant to this Lease,and Tenant shall have this limited right,upon reasonable notice to Landlord to appear in good faith at Landlord's place of business and no more than once in any twelve(12)month period. Upon Tenant's request,Landlord shall provide to Tenant copies of relevant backup materials reasonably required byTenant. Such aud It(s)shall take p lace within one(i)year after the receipt of the reconcili ation statement for the applicable accounting period during which such Charges are due in accordance with the terms hereof. If it shall be determined as a result of such and it(s)that Tenant has overpaid any of such Charges,Landlord shall within thirty days refund to Tenant the amount of such overpayment. 4. DEPOSIT:landlord acknowledges receipt from Tenant of the Deposit. The Deposit shall be held as security for the payment of Rent,and for performance of all other terms,covenants and conditions of Tenant hereunder;the amount of the Deposit,without interest,shall be repaid to Tenant within th i rty(30)days afterth a Termination Date,provided Tenant shall have made all payments and performed all terms,covenants and conditions under this Lease. Upon any Event of Default by Tenant,which remai ns un cured after the expiration of all applicable notice and cure periods,all or p artof the Deposit may,at Landlord's sole discretion,be applied on account of such default,and thereafter Tenant shall promptly restore the resulting deficiency in the Deposit The Deposit maybe co-mingled by Landlord with its own funds.Tenant further acknowledges thatthe Deposit is notto be construed as prepaid Rent by Tenant for any rental period during the Term. 5. T1J�LITIES:Tenant shall be responsible,at Tenant's cost,for all utilities and assessments including,but not limited to electric,telephone,cable services,water,sewer,gas and trash services provided eith er by a Governmental Authority orp rivate provider.Landlord shat l n of be liable,norshail Rent be abated,because of any interruption or cessation or diminution of quality of such services,unless such interruption,cessation or dirrinution of the quality of such services i s caused by th e g ross negligence o r wi Ilful misconduct of Landlord or i is ag ents. 6. PARKING:Tenant and its agents,employees,customersand invitees shall have exclusive use of theparking spaces everydayof theweek and at all times,provided such use is in furtherof:(1)Landlord's Permitted Purpose;and(ii)is in compliancewith applicable Governmental Requirements. 7. MAINTENANCE AND REPAIR:Landlord shall,atits solecostand expense,maintain only thefoof and foundation and shall notbe responsiblello maintain or repair any other part of the Building,whatsoever. Tenant shall,at its sole cost and expense,maintain and repair every other part of the Premises, for which the Landlord is not obligated herein.Tenant shall also keep the interiorof the Building in a neat,clean,sanitary and good condition and repair including,without limitation,al I fixtures and appurtenances within the interior of the Building, 8. -.INDEMNI 8.1 Landlord shall,throughout the Term,procure and maintain insuranoeforthe Building in amountsand type of coverage(s)whichare reasonableand customaryfor a similarly situated building in the area.In addition,Tenant shall procure and maintain throughout the Term the following insurances:(a) commercial general liability insurance policy,listing the landlord as"additional insured",with respell to liability arising out of the use,occupancy o r mainienance of th a Premis es and al I areas ap purtenant th ereto,to afford protection with res pectto bodi lyi n jury,death or property damage with a l i mit of n of I ess th an Two Million Dollars($2,000,000.00)p er o ccurrence,Three Million Dollars($3,000,000.00)general aggregate arising out of any one occurrence;(b)al l-dsk property insurance policy,written at full replacement cost covering all of Tenant's personal property in the Premises(including,without limitation,inventory,trade fixtures,furniture and other property removable by Ten ant under the p rovisions of this Lease)an d all leasehold improvements installed in the Premises by or on behalfofTenant;(c)worker's compensation insurance in at leasi the statuton y required amounts:and(d)business interruption insurance sufficient to cover a period of not lessthan nine(9)months of theRentand other payment obligationsof Tenant underthis Lease.Notwithstanding theabove,theabove amounts shall be subject to increase at any time,from time to time,if Landlord in the exercise of tis commercially reasonable discretion,shall deem it necessaryfor adequate protection.Within seven(7)daysafter demand therefore by Landlord,Tenant shall furnish Landlord with evidence that such insurance requirements have been complied with. 8.2 Tenant's insurainceshall be in a form reasonably acceptable to Landlord,with an insurance company reasonably acceptatle to Landlord,licensed to transact business in the State of Florida,and shall not contain a deductible in exoess of TwentyTh ousand Dollars($20,000.00).Landlord and Landlord's mortgagee,if any,shall be named as ad d ilional insureds under Tenant's commercial general liability and comprehensive auto mobile liability insurance,and such insurance shall be on an occurrence basis and primary and non-contributing with an y in su rance carded by Landlord.Tenant's insurance policies shall contain endorsements requiring thirty(30)d ays'n otice to Landlord and Landlord's mortgagee,if any,prior to any cancellation o r an y reduction in the amount of coverage.Tenant shall deliver to Landlord as a condition precedent to its taking occupancy of the Premises,certificates evidencing Tenant's insurance policies,and shall at l east thirty(30)days prior to the expiration of such policies d eliverto Landlord certificates evidencing the renewal of such policies,in a form reasonably acceptable to Landlord. 8.3 To theextent not prohibited by law and excluding the Excluded Matters,Tenant agreesto and hereby does i ndemnify,protect,defend(by counsel acceptable to Landlord)and hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free an d harmless from and against any and all claims,demands,damages,laws uhs and other proceedings,costs,and expenses(including,without limitation,reasonable attorneys'fees)arising directly or indirectly from o r o ut of,o r in any way connected with loss of fife,bodily i njuryandlor damage to th a Bui lding,o rth a environment arising from or out oftheoccupancy or use by Tenant of the Premisesorany partthereofor any other partof the Building,occasioned wholly orin partby anyactororrission of Tenantand Tenant Parties,caused by,incurredor resulting from Tenant's operations of or relating in any mannerto the Premises,whether relatingto their alternation,maintenance or use by Tenant or any person thereon,or Tenant's failure to fully and timely comply with theterms,covenants and condiiionsof this Lease. Ten anfs obligations under this Section shall survive for One Hundred and Eighty(1180)days after the expiration or termination of this Lease. 8.4 Tenant and Landlordreleaseeachotherandwaiveanyrightofrecoveryagainsteachotherforlossordarnagetotheirrespectiveproperty,which occurs on or about the Building(whether due to the negligence of either party,their agents,employees,licensees, invitees or otherwise),to the extent that such I o ss or damage is reimbursed by insurance proceeds.Tenant and Landlord agrees that all policies of insurance obtained by either of them shall contain appropriate waiver of subrogation clauses. 9. !20MMQN ARF.6S.NIA 10, TENANT'S PROPERTY.Furnishings,trade fixtures and equipment installed by Tenant shall be the propertyof Tenant,subjectto Sections 17 below. Upon expiration o rearlier termination of the Term,if there is then no Event of Default,Tenant may remove any such property and shall repair the Premises b the same condition as when the Term commenced,ordinary wear an d tear excepted.If Tenant fall s to remove such property as required herein within thirty (30)days of Landlord's written notice to Tenant,it shall bed eemed abandoned without further notice or court action,and may be removed,stored and disposed of in Landlord's soled iscretion,at Ten ant's expense,without any liability to Landlord. 11. AI TE ATIONS By TENANT.Tenant shall not make any structural alteration("Alteration")in the Premises without the prior written consent of / 1039440\307853821.v2 Landlord,which consent shall not be unreasonably withheld.All Alterations,including without limitation,partitions and equipment(except movable fumihre and fixtures installed at Tenant's expense removable without damaging the Building or the Premises)shall be done in a good and workmanlike manner with first quality materials,and shall become Landlord's property at the expiration or earlier termination of the Term. Notwithstanding anything herein to the contrary,allof the Tenant's Work setforth in Exhibit"A"is alreadyapproved by the Landlord. 12. ASSIGNMENT:SUBLETTING: The identityandfiinancialposition ofTenant isamaterial consideration ofLandlord entering intothisLease Tenant shall not transfer this Lease,except as provided in this Section 12.For purposes of this Section 12,a"transfer"shall mean any of the following:(i)an assignment of this Lease;(ii)a collateral assignment,mortgage or other encumbrance involving this Lease;(iii)a sublease,license agreement or other agreement permitting all orany p ortion of the Premises to be used by others;and(iv)a change or conversion in the form of entity of Tenant or any transferee oran y entity co ntrolling any of th em which h asth a effect of limiting the liability of an yof ih a partners,members o rother owners of the entity.As used in this Section 12 the term "transferee"shall include,without limitation,any assignee or subtenant of Tenant or any party involved in any of the other transactions or events con stlluting a transfer.Any transfer made without Landlord's consent,which consent shall not be unreasonably withheld shall be voidable by Landlord.Landlord shall respond to Tenant's request within twenty(20)days after receipt of such transfer request(including commercially reasonable requested financial documents provided),and the failure to do so shall bed eemed an approval by Landlord of such request.An y transfer must be in writi ng and signed by Tenant and transferee.The acceptance of Rent from a transferee or any person or entity other than Tenant shal In efther be deemed a waiver of any provision of this Lease nor a consent to the transfer.If Landlord shall consent to a transfer,the transferee shall assume all obligations of Tenant hereunder and neither Tenant nor transferee shall be relieved of any liability hereunder if there should bean Event of Default by transferee in the performance of any of the terms,covenants and conditions hereof.Tenant shall pay,as Additional Rent,consideration inexcessofthe Rent herein,and all of Landlord's administrative costs,reasonable attorneys'fees an d processing costs in connection with its consent regardless of whether or not Landlord consents to any such transfer.Tenant waives any remedy for money damages(nor shall Tenant claim any money damages byway of setoff,counterclaim or defense)based on any claim that Landlord has un reaso nabl y withheld,delayed or conditioned its consent to a proposed transfer under this Lease.Tenant's sole remedy!n s u ch an events hall be to i nstkie an action or proceeding seeking specific performance,injunctive relief or d eclaratoryj ud gmant. 13. LIENS Notwithstanding anything to the contrary in this Lease,Tenants hall never,underany circumstances,have the power to subject Landlord's interest in the Premises or Building to any liens of any kind nor shall any provision in this Lease be construed as empowering Tenant to encumber or cause Tenant to encumber the title or interest of Landlord in the Premi ses o r Building.In order to comply with the provisions o f Section 713.10 Florida Statutes,it is specifically provided that neither Tenant nor anyone claiming by,through or under Tenant, including,without limitation, contractors, subcontracbrs, materialmen,mechanics and laborers,shall have any right to file or place any kind of lien whatsoever upon the Premises or Building or any improvement th ereo n,and any such liens are specifically prohi bited.All parti aswith whom Tenant may deal are put on noti ce that Tenant has no power to su4ect Landlord's interest to any claim or lien of any kind orcharacter,and al l such persons so dealingwith Tenant must iooksolelyto the credit of Tenant,and notto Landlord's interest or assets.Tenant shall put all such parties with whom Tenant may deal on notice of the terms of this Section.If at any time a I i en or encumbrance is filed led ag ainst the Premises o r Bui iding as a result of Tenants work,materials or obligations,Tenant shall promptlydischarg a said lien or encumbrance,and if said lien or encumbrance has not been removed within thirty(30)days from the date it is fried,Tenant shall deposit with Landlord cash in an amount equal lo one hundred fifty percent(150%)of the amount of any such lien or encumbrance,to be held by Landlord(without interest)until any such lien or encumbrance is discharged. 14. CASUALTYIDAMAGEAND DESTRUCTION. As used herein,"Partial Damag e"mean sd amage or destruction to the Buildingto the extent that the cost of repair is less than fifty percent(50%)but more than twenty percent(20%)of the fair market value of the Building i mmadiately prior to such damage or destruction.If at any time during the Term there is Partial Damage,Landlord must repair such damage within ninety(90)days of the casualty,in which event this Lease s hal I cont nue in full force and effect. If Premises cannot be full repaired within such ninety(90)day p ed oil Tenant shall have the exclusive right to terminate this Lease. As used herein,"Total Destruction"means damage ordestruction tothe Building tothe extent that the cost ofrepair isfiiftypercent (50%)or more of the fair market value of the Building immediately prior to such damage or destruction. If at any time d uring the Term there is a Total Destruction,Landlord and Tenant shall each have the option to terminate th is Lease by notifying in writ ng of such termination within thirty(30)days after the date of such Total Destruction,and in the event of such termi nation the Rent shall be paid only to the date of such Total Destruction.If neither party elects to termi n ate this Lease,Landlord shall,within thirty(30)days after the date of such Total Destruction,commence to repair and restore the Premises and shall proceed with reasonable diligence to restore the Premises,within six(6)months of the date of the casualty,to s ubstantial ly th a same condition in which it was immediately priorto the happening of the Total Destruction,If Landlord restores the Premises pursuantto this Section in connection with Partial Damage ora Total Destruction,Rent for the period during which such damage or restoration continues shall abate in p roporti onto the degree to which Tenants use of the Premises is impaired. 15. ACCESS. Tenant shall permit Landlord to enter the Premises at all I reasonable times,up on reasonable prior n otk)e to Tenant,for the purposes of inspecting and repairing the Premises and of ascertaining compliance by Tenant with the provisionsof this Lease.Landlord shall use reasonable efforts so as to minimize any disruption of Tenant.Upon forty-eight(48)hours priorwritten notice to Walter Ronald Smith,ll,or later approved Tenant,which notice may be delivered by email,Landlord may show the Premisesto prospective purchasers,tenants ormortgagees atany time.Landlord,orits agents may enterthe Premises,forcibly in the event of an emergency,without liability and without such entry constituting an eviction of Tenant, and without incurring liability for trespass or causing a termination of this Lease. 16. SIGNS.A I signs and symbols in o rabo ut d oors,windows o relsewhere in or about th a Premises shall be subject to all Governmental Reg ulalions and shall be in compliance with such Governmental Regulations.Tenant shall,throughout the Term,maintain all Tenant signs in good condition and repair. Upon expiration ortermination of this Lease,all Tenant signs shall be removed and any d amage resulting therefrom shall be promptly repaired,orsuch removal and repair may be done by Landlord and the cost thereof charged to Tenant as Additional Rent hereunder.The obligation to remove and repair any such signage sh all s urvi ve th a expiration or termination of this Lease. 17. TENANT'$12EFAULT. 17.1 All rights and remediesof Landlord herein enumerated shall be cumulative,and none shall exclude anyother rights orremediesallowed bylaw,stalula orinequity. The occurrence ofanyofthe following shall Iconstitute an"Event of Default"of th is Lease by Tenant:(i)Tenant shall fail to timely payall or any part of any installmantof Rentor any othercharges hereunder and such failure shall remain uncured within five(5)days after noticefrom Landlord(provided, however,that Landlord not give such notice not more than two(2)times in any twelve(12)month period);(ii)provided the Event of Default does not involve an emergency that must be addressed in a shorter time frame,Ten ant shall violate or fail to perform any of the other terms,covenants or conditions of this Lease,and such violation or failure shall remain uncured within fifteen(15)days after notice from Landlord or,if such violation or failure shall reasonably require I ongerth an fifteen(15)days to cure as a result of n on-financial circumstances outside of Tenant's control,and Tenant shall fail to commence cuing within such fifteen(15)days period and continuously prosecute the curing thereof with due diligence(such period not to exceed sixty(60)days);(iii)Tenant shall make a general assignment for the benefit of its creditors or shall file or have filed involuntarily against Tenant,a petition for bankruptcy or other 1039440130785352042 �v\ reorganization,liquidation,dissolution orsimilar relief;(iv)a proceeding is filed againstTenant seeking any relef mentioned in(iii)above and said proceeding is not discharged within sixty(60)days of the filing thereof;(v)Tenant shall vacateth e Premises; or(A)Tenantshallmodgage,assignor otherwise encumber its I easeh old interest other th an as specifically permitted under this Lease.The notices of d efaults to be given underth is Section 17.1 maybe the same as pie notice required under Section 83.20,Florida Statutes or any successor statute,and this Lease shall not be construed to require Landlord to give two(2) separate n oti ces to Tenant before proceeding with any remedies. 17.2 Upon the occurrence of any Event of Default,Landlord may,in its soled iscretion,with or without notice or demand of any kind to Tenant or any other p erson,have any one or more of the following remedies,cumulatively,in addition to at I other rights and remedies provided by l a w,by statute,in equity or otherwise or elsewhere herein,as follows: (i)terminate Tenant's possessory rights to the Premises without terminating the Lease,effective upon the later of the giving of notice to Tenant or the dais stated in such noice,and Landlord may re-enter and take possession of the Premises and remove any property contained therein.Such re-entry shall not constitute a forfeiture of any Ren is to be paid and the terms,covenants an d conditions to be kept and performed h ereunderby Tenant far th a ful I Term.In the event of such re-entry,Landlord shall use commercially reasonable efforts,to lease the same or portions thereof for such periods of time,rentals,use and terms,covenants and conditions as Landlord may elect in its soled incretion,applying th a net rentals from re-letting firstto the payment of Landlord's expenses incurred in dispossessing Tenant,alterations and repairs in the Premises to enable Landlord to relet,and brokerage commissions and other necessary expenses in connection with re-letting.The balance,if any,shall be applied by Landlord,from time to time,on account of payments d ue or payable by Tenant hereunder,with the right reserved to Landlord to bring proceedings for the recovery of any deficits remaining unpaid from ti me to time without obligation to await the end of the Term hereoffor th a final determination of Tenant's account,i ncluding without limitation,acceleration of the present value of all monetary obligati ons payable by Tenant forthe balance of the Term,us ing fi ve percent(5%)as the d iscountfactor.Thefai 1 ure or ref usal of Landlord to relet the Premises or any p artth ereof shall not release or affect Ten ant's l i abi lityfor damages.Landlord may make such alterations,repairs and repl acemen is in the Premises as Landlord,in its sole discretion,considers ad vi sable and necessaryforthe purpose of re-letting the Premises;and themaking of such alterations,repairs and replacements shall not operate o r be co nstrued to release Tenant from liability hereunder as aforesaid; (ii)INTENTIONALLY DELETED. (i i i)enforce the provisions ofthis Lease and protect Landlord by suit(s)in eq uity or at taw forspecific performance of anyterms,covenants or conditions of this Lease,and for the enforcement of any other legal or equitable remedy,including without limitation.(a)injunctive relief, (b)recovery of all monies due or to become due from Tenant under any of the provisions of this Lease,and(c)an y o therd amages incurred by Landlord by reason of Tenant's default under this Lease;and (iv)institute ad istress for rent action and obtain ad istresswrit under Sections 83.11 through 83.19,Flo ride Statutes;and If Landlord exercises any of the remedies p rovi ded for in clauses(I)or(i i)above,Tenants hall immediatetyvacate and surrender possession ofthe Premises to Landlord in the condition specified in Section 38 of this Lease. 17.3 AI I propertywh is h maybe removed from the Premises by Landlord following an Event of Default pursuant to this Lease or law to wh ich Tenant is or maybe entitled maybe removed or stored by Landlord at the sole risk,cost and expense of Tenant,and Landlord shall in no event be responsible for its safekeeping.Tenant shall pay to Landlord,upon demand as Additional Rent,all expenses incurred in such removal and all storage charges against such property.Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty(30)days after the expiraion or termination of the Term shall be conclusively deemed to have been forever abandoned by Ten ant and may either be retained by Landlord as its p roperly or maybe disposed of in such manneras Landlord may see fit,in Landlord's sole discretion.The proceeds of any sale shall be a p pli ed,firstto the costs of such sale,second to any costs of storage and removal,third to the payment o f any d amages or othe r sums of money which maybe due from Ten an t to Landlord under any of the terms hereof an d th a balance,if any,to be paid to Tenant o r whosoevershal I be entitled to the same. 17.4 Tenant agrees,that if it shall at anytime fail to make any payment or perform any other act on its part to be made or performed under this Lease,Land lord may,but shall not be obligated to,and after reasonable notice and without waiving,or releasing Tenant from any obligation underlh is Lease, make such payment orperform such otheract to the extent Landlord,in its sole discretion,may deem desirable,and in connectiontherewith may pay expenses and employ counsel,and all sums so paid by Landlord togetherwith interest thereon at the rate of eighteen percent(18%)per an num o r the maximum legal interest rate(whichever is lower)from the dale of payment and a man agementlee of fifteen percent(115%)of the cost of work performed shall paid asAddlional Rent with the next due instalment of Rent. 17.5 Tenant shall pay a late charge("Late Ch angel ofTwo Hundred Fifty Dollars($250.00)with each payment not received within five(5)days of when d ue as an administrative fee.The Late Charge shall not be construed to extend the required payment d ate fo ran y sums to be paid by Ten antor relieve Tenant of its obligations to timely pay all such items.Notwithstanding the imposition of a Late Charge,an Event of Default by Tenant shall occur If any of Tenant's payments are not timely made,and neltherdemand nor collection by Landlord of a such Late Charge shall be construed as a cure fo r such Event of Default.If any of Tenant's checks for Rent are dishonored by Tenant's bank,Tenant shall,in addition to a Late Charge,pay a service charge to Landlord covering administrative expenses relating thereto in the amount of Two Hundred Dollars($200.00)per such check.If during the Term more than two(2) of Tenant's checks are so dishonored by Tenants bank,then Landlord,in its soled incretion,may,without waiving any of Landlo rd's rights an d remedies,require all future Rentto bepaid by cashier's checkor money orderonly. 17.6 In add ition to the Late Ch arg e,any payments required to be made by Ten an t un der this Lease not made by Ten ant within seven(7)d ays of when due orwithin any cure period,if any,shall,from the date when the particular amount became due 10 the date of payment thereof to Landlord,beet' interest at the rate of eighteen percent(18%)per annurn orthe maximum lawful rate of interest allowed by law(whichaver is lower). Notwithstanding anything to the contrary in this Lease,Landlord does not expect to charge,accept,orcollect an y tate Charge or interest greater than the highest legal rate of interest under the 1 aws of the State of Florida. 17.7 In the event ofa breach or anticipatory breach by Tenant of any of the terms,covenants and conditions of this Lease,Landlord shall havelhe right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry,summary proceedings and other remedies were not herein provided for.Mention in this Lease of any particular remedy shall not preclude Landlord from exercise of any other remedy,i n law,statute or in eq*, cumulatively.Notwithstanding the above,following and Event of Default,Tenant shall pay all costs,expenses,and attomeys'fees,reasonably incurred or paid at any time by Landlord,including initial collection efforts and continuing through all litigation,appeals and any post-judgment execution efforts until fully satisfied,because of the failure of Tenant to perform and comply with the terms,covenants and condif onso f th is Lease. 1039440`307953821.v2 {� 18. INTENTIONALLY DELETED 1g., INTENTIONALLY DELETED 20. AMENDMENT;WAIVER.ThisLease constitutes the entire agreement between the parties,and shall not he amended or modified except in writing signed by both parties.Faire of Landlord or Tenant to exercise any of its rights in one or more instances shall not be construed as a waiver of Landlord's right to strict performance of such rights or as to any subsequent breach of any such rights. 21. NOTICES.All notices and communications required under this Lease or otherwise between Landlord and Tenant shall be in writing,dei ivered in person or sent with postage prepaid by United States Certified Mail,return receipt requested,orrece€pled overnight cour€er service,addressed to the panties, as follows: AS TO TENANT: AS TO LANDLORD: Southern Calf Cars Chow Hut LLC Walter Ronald Smith,II PO.Box 158 425 NE 4th St. Boynton Beach,FL 33425 Boynton Beach,FL 33435 �. _. uei e.... �..._ � i r �E ..... :r ' [r .z. " ;..,.°.a.' ?i(€lrk`(-011a 0zw;X,7f . . Service shah be deemed effective upon receipt or refusal to accept receipt. The parties agree that email shall not be a sufficient method of delivering any notice required to begiven pursuanttothe terms this Lease, Either partyby written noticeto the other may designate additional parties to receive copies of notices sent to it. Such ma designees be changed b written notice.Either party may at anytime,in the manner set forth forgiving notice to the other, g y g y designate ad ifferentaddress to which notice and communication to it shall be sent. 22, EXHIBITS.All exhibits,if any,attached hereto are made apart of this Lease by reference and the terms,covenants,and conditions thereof shall control over any inconsistent provisions of this Lease. 23. LIMITATION OF LANDLORD'S LIABILITY.The term"Landlord"as used herein shall mean only the ownegs),at the time in question,of the fee title to the Building.In the event of any transferof such title or interest Landlord herein named(and in the case of any subsequent transfers,then the grantor)shall be relieved fromand after the date of such transfer of all liability in respect of Landlord's obligations thereafterto be performed,provided that anyfunds in the hands of Landlord orthethengrantor atthetimeofsuchtransfer in which Tenant has an interest,shall be delivered to the grantee and such granteeassurres all obligations of Landlord underthis Lease.The obligations contained in this Lease to be performed by Landlord shall,subject to the above,be binding on Landlord's successorsand assigns,only during their respective periods of ownership.The obligations of Landlord underthis Lease do not constitute personal obligations of Landlord or its individual partners,shareholders,directors,officers,employees and agents,and Tenant shall look solely to Landlord's then existing interest in the Premises,and to no other assets,forsatisfaction of any li ability in respect,of this Lease,and will not seek recourse against Landlord's individual partners,shareholders,directors,officers,employs or agents,orany of their personal assets for such satisfaction.No other property orassels of Landlord shall be subject to levy,execution,or other enforcement procedures for the satisfaction of any judgment(or other judicial process)or for the satisfaction of any rather remedy of Tenant arising out of or in connection with this Lease,the relationship of landlord and tenant,or Tenant's use of the Premises. 24. LANDLCRUS,,RESE VEDRI HTS.Landlord reserves the right at anytime to(i)establish,modify and enforce reasonable rules and regulations from time to time with respect to the Building which are consistent with Tenant's Permitted Use,do not interfere with Tenant's reasonable enjoyment of the, Premises and are consistent with the rules and regulations attached hereto as Exhibit"B";(ii)make changes or revisions to the Building,including w Itiout limitation,additions,subtractions,rearrangements or modifications,provided thatsuch changes are acceptable to Tenant,to which such changescannot be on reasonabiy withheld so long as said changes are for the preservation of the Building or safety related;and(iii)sell the Building(or any portion(s)thereof) an d assign this Lease,the Deposit and Prepaid Rent to the purchaser,and upon such assignment by Landlord and assumption by purchaserof all of Landlord's obligations under the Lease,Landlord shall be released from all subsequent obligations under this Leaseand Tenant agrees to attom to such purchaser,or any othersuccessor or assignof Landlord through foreclosure or deed in lieu of foreclosure orotherwise,and to recognize s uch person as successor Landlord and er th is Lease.Landlord shall have the right to erect in connection with any co nstruction temporary scaffolds and other aids to construction on the exterior of the Premises and Building,provided that access to the Premises sh all not be denied;and to install,maintain,repairand replace within the Premises pipes, ducts,conduits,wires and all other mechanical equipment serving the Building in connection with Landlord's maintenance and repair obligations set forth herein,all of which shall be done in a mannerthat will not unreasonably deny Tenant's use thereof.. 25. ESTOPPEL CERTIFICATE..Within ten(10)calendar days after written demand by Landlord and receipt of the requested certificate,Tenant shall execute and deliver(in recordable form)a certificate to any proposed mortgagee or purchaser,or to Landlord,togetherwith a true and correct copy of this Lease,certifying (with such exceptions or modifications as may be asserted by Tenant in good faith)that(i)this Lease is in full force and effect without modification,(ii)the amount of Prepaid Rent and Deposit paid by Tenant to Landlord,(iii)Landlord has performed all of its obligations under this Lease and there are no defense,counterclaims,deductions or offsets outstanding or otherexcuses for Tenant's performance under this Lease,and(iv)any other fact I reasonably requested by Landlord or proposed mortgagee or purchaser,Landlord may present to Tenant a foram of such certificate,and Tenant's failure to properly executeand deliver such form of certificate(with such exceptions or modificat onsnoted therein as may be asserted by Tenant in good faith)vein ten(1 p)days after request therefore shall be conclusive upon Tenant as to the truth of at I such statements,maybe relied on by any person holding or proposing i to acquirean interest in the Building or any parttherecif or this Lease from or through the other party,and that this Lease is unmodified and in full force and effect,Further,Tenant's failure to property execute and deliver such form of cerfi icate within ten(1 d)calendar days after its receipt of same and Landlords option,bean Event of Default,not subject to cure. written request therefore try Landlord shall,at Land lord's 26. ACCORD LN-Q SATISFACTION,No receipt and retention by Landlord of any paymeritten dered by Tenant in connection with this Lease sh igive 'i rise to or support or constitute an accord or satisfaction,or a compromise or ogler settlement, notwithstanding any accompanying statement,instruction or other assertion to the contrary,unless Landlord expressly agrees to an accord and satisfaction,or a compromise orothersettlement,in a separatewriting duty executed by Landlord.Landlord may receive and retain any and all payments so tendered,notwithstanding any accompanying instructions by Tenant to the contrary.Landlord will be entitled to treat any such payments as received on account of Rent,interest,expense ord amage,in such amounts and in such order as Landlord determines in Landlord's sole discretion. 27. SEVERABILITY, The parties intend this Lease belegatlyvalid and onforceable in accordance with all ofits terms,covenants andconditionstotre fullest extent permitted bylaw. If any term, covenant or condition hereof shall be invalid or unenforceable,the parties agree that such term,covenant or 1039440 30785382 i,v'2 i con diff on shall be stricken from this Lease,the same as if it had never been contained herein. 28. SUBOR INATIQN.The rights of Tenant are and shall be,at the election of any mortgagee,subordinate to such lien of any mortgage or the lien resulting from any other method of financingor refinancing,nowor hereafterin force againstthe Premises,and to alladvancesmade or hereafterto be made upon the security thereof("Superior Instruments"),as applicable.This Section 26 shall beself-operativeand no further instrumentof subordination shallbe req ui red by any mortgagee.Tenant ag rees upon request of Landlord,from ti me to time,to execute whatever documentation may be reaso nably required b effect subordination. 29. IME.Time is of the essence of this lease and applies to all terms,covenants,an d conditions contained herein.All"days"setforth in this Lease shall be deemedto be"calendar days"unless specified to the contrary. 30. SUrCESSORS MID ASSIGNS.All terms,covenants and conditi ons to be o bserved and performed by Tenant hereunder steal I be ap plicalle b and binding upon Tenant's respective heirs,ad ministrabrs,executors,and permitted s uccessors an d assigns. 31. RELATIONSHIPOFPARTIES.Anything inthisLeasetothecontrarynotwithstanding.itisagreed that Landiordshallinnoeventbedeemedbbe a partner of Tenant in the conduct of its business norshall Landlord be liable fo r any debts incurred by Tenant in the conductof its business.The relationship of the parties during the Term shall at al l times be th at o f landlord and tenant. 32. CApTIONSAND SECIION NUMBERg.The captions and section numbers are for convenience of reference onlyand in noway used to construe or modify the provisions in this Lease.Whetheror not so stated in any particular provision of this Lease,each and every term,covenant and condition on Tenant's part hereunder constitutes a material inducement for Landlord to enter i nto this Lease. 33. AUTHORITY&L1601LITY.If Tenant signs as a corporation, partnership,or other entity,each of the persons executing this Lease,on behal'of Tenant,d Des h erebycovenant and warrant to Landlord that Tenant is duly authorized to transact business,is i n g ood standing and existing,is q ual fled lo do business in the State of Florida,h as ful I ri ght an d authority to enteri n to this Lease,an d th a persons signing on behalf of Tenant were authorized to do so.If two(2)or more i n dividuals,corporations,parinerW ps o r other business associations(or any combination o f two(2)o r more thereof)shall sign this Lease as Tenant,the ItabiRy of each such individual,corporation,partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to be joint and several and all notices,payments and agreements given ormade by,with orto any one of such individuals,corporations, partnerships,or other business associations shah be deemed to have been given or made by,with orto all of them. In like manner,if Tenant shall be a partnership orother business association,the members of which are,by virtue of statute o r federal law,subject to personal liability,the liability of each such member shall be joint and several. Nothing contained in this Lease shall be construed so as to confer upon any other partythe rights of a third party beneficiary, except rights contained herein for the benefit of any mortgagee(s)of Landlord. 34. APPLICABLE LAW.This Lease shall be construed under the laws of the State of Florida.Should any provislon of this Lease require judicial in terp retation,it is agreed by th e parties hereto that the court interpreting it shall not apply a p resurrpti on that any such provision shall be more strictly constued ag ain st th e p arty wh o itself o r th rough its agent prepared the same,as all parties have participated in the preparation of the provisions of this Lease and that all terms,covenants and conditions were n egoti able. 35. ACKNOWLEDGEMENT,INDEMNITY AND HOLD HARMLESS. Tenant has inspected the Premises prior to its execution of this Lease and Tenant hash ad the full opportunity to evaluate its condition and Tenant,by Tenant's taking possession of the Premises,acknowledges 1h at Tenant is taki ng it in"AS IS"con dition with no representations o r warranties whatsoever by the Landlord,or Landlord's agents,as to its condition or comp)iance with any Governmental Requirements. Tenant acknowledges that throughout the term,and any extension(s)thereto,that Tenant,atTenants sole cost and expense,shall cause the Premises to be in co mp lance with all Governmental Req uirements. To the extent not p rohibited by I aw and excluding the Excluded Matters,Tenant ag rees to and hereby does indemnify,prosect,defend and hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free and harmless from and against any and all claims,demands, damages,lawsuits wherein it is alleged the Premises is in violation of any Governmental Requirements,including but n of lin teed to any lawsuit or action alleging a violation of the Federal American with Disabiliti es Act("ADA"),or as amended them (and any state or other related ADA lawsuits/actions)and other proceedings,costs,and expenses(including,without limitation, reasonable attorneys'fees) arising dirattlyorindirectlyfromorout of,or in anyway connected with any claim,loss of life,bodilyinjury and/or danageto the Premises orth a environment arising from or out ofthe occupancy or use by Tenantofthe Premisesor any part thereof or any otherpartof the Premises,occasioned whollyor in part by any act or o mission of Tenant,o rTenanfs agents employees or invitees,caused by,incurred o r resrl ting from Tenant's operations of o rrelating in any manner to the Premises,whether relating to alieratron,maintenance or use by Tenant or any person thereon,or Tenant's failure to fully and timely comply wilh the terms,covenants and conditions of this Lease or any applicable law,statute or code.In addition,Tenant acknowledges and ag rees that as of the Lease Commencement Date,at Tenant's sole cost and expense,and subjed to the Excluded Matters for which Tenant shall have no liability,Tenant is liable for maintaining the Premises in accordance with all federal,state an d local laws,and is liable for all costs to cure and/or correct any violation of law at Tenants soleexpense. Landlord shall have the right,but notthe obligation,to perform such corrective work and Tenantwill be required to pay same within thirty(30) days of receipt of Landlord's invoice.Tenant's obligations under this Section shall survive for One Hundred and Eighty(180)days after the expiration or termin aeon of this Lease. 36. CONDEMNATION. If all or any part of the Premises shall betaken under power of eminent domain or like power,or sold under imminent threat thereof to any public authority or private entity having such power,this Lease shall terminate as to the part of the Premises so taken or sold,effective as of the date possession is required to be delivered to such authority or entity. Rent for the remaining Term shall be reduced in the proportion that the Premises is reduced by the taking. Ifa partial taking or sale of the Premises(i)reduces the size of the Premises by more than twenty percent(20%),or(ii)rendersihe Build i ng commercially unviable to Landlord(in Landlord's soled iscretion),Tenant in the case of(!),or Landlord in the case of(fl),may terminate this Lease by notice to the other party within thirty(30)days after the terminating party receives written notice of the portion to betaken or sold,such termination to be effective when the portion is taken or sold. A]I condermationawards and simil arpayments shall be paid and belong to Landlord,except any amourits awarded or paid specifically forTenants trade fixtures and relocation costs(provided such awards d a not reduce Landlord's award). Without lirriting the general*/of the foragoi ng,all leasehold interest awards shall belong to and be paid to Landlord,and Tenant shall execute any assignment or other documentation requested by Landlord to effectuate such award or payment. 37. BROKER I M IFIC TIO .Tenant represents and warrants to Landlord that no broker or agent,other than Alan Sperling,negotiated or was instrumental in negotiating or consummating this Lease,and Tenant shall indemnify Landlord against an y to sses,expenses(including reasonable attorneys' fees),cost or I iability incurred by Landlord as a result of a claim by any other broker o rfi rider. 88 .Tenant ag rees to s urrender to Landlord,at the expiration or earlier termination of this Lease,the Premises i n(i)ase 1039440\30785392I.v2 good conditon as the Premises wereat the Lease Commencement Date,ordinary wear and tear excepted;(ii)Tenantshat remove its trade fixtures,furnishings and equipment from the Premises and shall repair any damage caused by such removal;and(iii)Tenant shall also remove all rubbish from the Premises. Provided that Landlord has given Tenantthirty(30)days'prior notice,Tenant herebyexpressly authorizes Landlord as agent of Tenant,to remove such rubbish and make such repairs as maybe necessary to restore the Premisesto such condition at the sole cost and expense of Tenant.The obligation of Tenant and rights of Landlord under this Secb on 36 shall survive the expiration o r earliertermi nation of this Lease. 39, .If either party hereto brings an action to an force the terms hereof or declare rights hereunder,the prevailing party in any such action,on trial or appeal,shall be entitled to its costs and reasonable attorneys fees,including all appeals from the non-prevailing party. 40. RECORDING.In no event shall this Lease a r any memorandum ornoticethereof be recorded. 41. FORCE MAJEURE,Landlord shall not be required to perform any term,covenant or condili on in this Lease so long as such performance is delayed or prevented by force majeure,which shall mean acts of God,pandemics(including but not limited to COVID-19,or related strains,mutations,orvariaions of COVID-19)I abordisputes(wheiher lawful or not),material or labor shortages,restrictions by any Governmental Authority,civil riots,floods,hurricanes,and any other cause not within the control of Landlord. 42. HAZARDOUS WASTE.Tenant shall neithercause nor permit:(I)the Premises to be used to manufacture,process,transport,store,handle,or dispose of,Hazardous Materials,except in compliance with all applicable Governmental Requirements,nor(li)a release of Hazardous Materials orrio the Premises on the part of Tenant,its agents,employees and invitees.Tenant shall defend,indemnify and hold harmless Landlord,and Landlord's employees, agents,officers and directors,from and against any claims,demands,damages,costs or expenses of any kind or nature,known or unknown contingent or otherwise(including,without limitation,attorneys'fees(including paralegals'and similar persons)at both the trial and appellate levels,consultant fees, investigation and laboratory fees,court costs and litigation expenses),arisingout of,or in any way related to the above or any violation of Govemmentat Requirements caused by Tenant,its agents,employees,invitees or customers.The term"Hazardous Materiar'includes,without limitation,anyflammable explosives,radioactive materials,Hazardous Materials,hazardous wastes,hazardous ortoxic substances or related materials defined in the Comprehensive Environmental Response,Compensation,and Liability Act of 1980, as amended (42 U.S.C. §§960 et seq.),the regulations adopted and publications promulgated pursuant to the fo ragoing and any other Governmental Requirements.The p rovisions o f this Section shall be in addition to an y o[hero bligaions Tenant may haveto Landlord at law o r inequity un derthis Lease,and sh all s urvive the ex piration or earliertermi nation of this Lease. 43. RADON GAS.Radon is a naturally occurring radioactive gas that,when it has accumulated in a bui lding in sufficient quantities,may p resent health risks to persons who are exposed toitovertime. Levelsof radon thatexoeed federal and state guidelines have been found in buildings in Florida. AddWnal information regarding radon and radon testing may be o btai ned from yourco u my public health unit. 44. WAIVEROFTRIAL BYJURY.Landlord and Tenantagreeand WAIVETRIALBYJURYinany action,proceeding orcounterdaimbroughtbyeilher party against the other on any matters arising outof cr in any way connected with this Lease.Thiswalver is made without duress and only after each party has consulted with legal counsel. 45. RENEWAL PTI NS. Provided no Event of Default has occurred and is continuing as of the date Tenant seeks to exercise its renewal options, Tenant shall have two(2)options(each a"Renewal Option")to extend the Term of this Lease for an additionalfive(5)year term(such 5 year renewal tears referred to as"First Renewal Term"and"Second Renewal Term"in Paragraph 1.1 of this Lease),provided that with respect to each of Tenant's Renewal Options,Tenant gives Landlord not less than one hundred twenty(120)days prior written notice,in advance of the expiration of the then current term,of its election to proceed with a Renewal Option. Tenant's renewal options are independent from each otherandTenant may exercise its first Renewal Option for th a First Renewal Term,without any obligation to subs equenty exercise its second Renewal Option. 46. LANDLORD'S OPTION TO TERMINATE THE LEASE. Landlord shall have the opti onto terminate this Lease(the"Landlord's Option to Tenninalelhe Lease")subject to the following conditions:(i)the first eight(8)years of the Term of this Lease from the Lease Commencement Date(the"Blackout Period") have elapsed;(ii)Landlord shall provideTen ant with two(2)years'advance written notice("Landlord's Termination Option Notice 7 of its decision to demand a return of the Premises;(iii)Lan dlord shall pay to Tenant the sum of Fifty Thousand Dollars($50,000.00)(the"Termination Fee")contemporaneous with its delivery of Landlord's Termination Option Notice to Tenant(provided,however,that for each additional full year wh ich has elapsed subsequent to the Blackout Period,the Termination Fee shat be reduced by$10,000);and(iv)Tenant shall h ave the right to vacate the Premises and terminate this Lease at anytime following receipt of the Landlord's Termination Option Notice,and no further Rent or other payments shat bed ue from Tenant following its surrender of the Premises to Landlord.In the event Landlord exercises Landlord's Option to Terminate the Lease,Tenant(including any subtenant)shall execute a limited release,as reasonably required by the Landlord,andlor any other third parties,for the limited purpose of surrendering any rights of Tenant to possess the Premises fo I lowing Landlord's termination of the Lease pursuant to this Section 46.Land lords hal I reimburse Ten ant an amo u t eq ual to the unamortized cost (based on a 39-year straight line depreciation calculation)of Tenant's capital improvements(as defined by the Internal Revenue Service)to the Premises including,without I i mitation,all of the Ten ant's Work set fo rth on Exhibit"A",less any and all City of Boynton Beach CRA funds received by the Tenant. 47. RIGHTOF FIRSTREFUSAL. IfduringthetermofthisLease,LandlordproposestosellitsinterestintheBuildingtoathirdparty,Landlordshall first notify Tenant of its intentions and provide Tenant with a rig ht of first refusal as fo I lows:Togetherwith Landlord's notice to Tenant of its intention to sell the Building("Landlord's Notice"),Landlord s h ail provide to Ten ant a copy of an executed contract from a willing buyer(the"Sales Contract"),detailing the terns and conditions upon wh lich such buyer has offered to purchase Landlord's interest in the Building. Tenant shall have ten(10)calendar days from its reoaptof Landlord's Notice to agree to purchase Landlord's interest in the Building on the terms and conditions contained in the Sales Contract. In the event Tenant fails to accept such proposal within such ten(10)calendar day period,Landlord shall have a period of six(6)months from the date of Landlord's Notice in which to sell the Building on terms which are no more favorable to a proposed buyer than contained in the Sales Contract. If Land lord proposes tosellhe Building on terms more favorable than those contained in the Sales Contract(excluding minor modifications or amendmentsth at do not materially change the business terms contained in the Sale Contract as proposed),or beyond such six(6)month period,landlord shat provide Tenant with another Landlord's Notice and Sales Contract proposing such subsequent sale,and Tenant shah have ten(10)calendar days from receipt of such n oti cato accept such revised offer,or Landlord sh al I be free to sell the Building as provided above. 1039440130785382 LSI IN WITNESS WHEREOF,therespectiveparlieshavesigned,sealedanddeWeredthi Lease on the date and year written below. WITNESSES: LANDLOR r } Chow Hu B f JIgn f% A ny ro,Manager P � �'� �'" " Print DaW r 2021 Sign Print MESSES: TENANT: sczuti7erno ars.inc 6� By: Walter Ronald Smith,11.Owner Pr t) F,r f Gate: ,21121 s 1 Prin f./ I 1 i i EXHIBIT"A" TENANT'SwORK 1. Secure parking lot with ornamental fencing or similar on approximately first third of the South East and the entire East side of property. Install a privacy fence or barrier wall to include Stanchions or barriers on remaining fence line of propertyto secure from theft; 2. Add HVAC units as seen fit by tenant throughout the building; 3. Remodel bathroom downstairs on North side of building, install bathroom upstairs,check feasibility of adding a bathroom on South side of building; 4. Paint entire exteriorof building; 5. Replace two front windows on Southeast cornerof building. Replace all 8 garage doors on building with garage doors and/ora glass entry way with double doors. Replace any other exterior doors as seen fit or needed by tenant; 6. Replace or repair outside lighting on front and back of building exterior; 7. Remove interior walls and buildout interior as needed fortenant use. 8. Specific only to the Building on the Premises existing at the time of the lease Commencement Date,and provided Tenant gives Landlord reasonable advance written notice and opportunity to review and approve the work related to repairing or replacing material structural deficiencies("Structural Issues")at said Building,to be awarded and performed by a licensed and insured contractor, approve in writing by the Landlord,Tenant shall be required to pay up to the first$40,000.00 to correct the Structural Issues and the Landlord shall be required to pay any cost above$40,000.00 to correct said Structural Issues; 9. Install flooring in any portion of the building as seen fit by tenant to meettheiruse; 10. Install signage on building: Company Name and Manufacturer signage as required to meet dealer agreements;and 11. Upstairs will include but not limited to insulate and drywal I,new flooring throughout,install bathroom and shower(if allowed). Repair or replace electrical as needed. Add sufficient HVAC system. 1039440\30785382 1.Q MISIT"B" RULES AND REGULATIONS The following rules and regulations pertaining to the operation of the Building and the Promises have been promulgated by the Landlord. Wheneverinlhese Rules and Reg ulationsth a word"Tenant"i s used,it shall betaken to ap ply to and include the Tenant under the Lease and its agents,employees and invites. 5imilarly,the word"Landlord"shall include the Landlord,its agents,employees,and invites. A I capitalized terms shall have the meanings asset forth in 1he Lease. 1. All g lass,window,door,and other surfaces within the Premises shall be kept!n an eat and clean condition at all times by Tenant. Tenant shall keep and maintain the interiorof the Premises orderly and in a neat and clean condition at all times. 2. Water closets shall not be used fo ran y purpose o1her than those for which they were constructed and intended,and no sweepings,rubbish,ashes, newspapers,or any othersubstanoe of any kind shag be thrown in these. Wasteful and excessive orun usual use ofwater isprohibited. 3. All trash should be disposed of inpiasticbagsand placed inthe Building dumpster. Wastebaskets are not to bed umped directly into the d urnpslor. In the event Tenant must d is pose of crates,boxes,etc.,which will n of fit info the d umpster,it will be the responsi bil4 o f Tenant to dispose ofsane at Tenant's sole costand expense. 4. Intenti onatly d eleled. 5. In o rd er to i nsure p raper use and care of the Building,Tenant shall not: a. Obstruct in any way th e s idewalks. b. Place floormats or otherobjects outside the interior boundaries of the Premises. c. Store,test,or use any materials in the Premises or elsewhere within the Building which could cause a fire orexplosion or produce any fumes or vapors which would be harmful or objectionable to othertenants within the Building or Landlord or which might in any way increase ortend to increase the risk of fire or damage or the rate of fire insurance,or which will conflict with the regulations of the Fire Department or the fins laws,or with the rules and regulations now orhereafter promulgated by any pubic authority or by the City of Borlon Beach or any equivalent body. Tenant shall comply with all of the rules and regulations,as promulgated from time to time,of the Cilyof Boynton Beach andlor Palm Beach County Building Code,along with the City of Boynton Beach and/or Palm Beach County Fire Department. d, Usethe Premises as living orsleeping quarters. e. Use the Premises for any immoral orillegal purpose. f. Permitto do any cookingwithin the Premises without the express priorwritten consentof the Landlord. g. I ntentionai y d eleted. h. In ten ti only deleted. i. Interferewith Landlord-fumi shad and maintained utilities. j. Change locks of anydoors to or in the Premises without the priorwritten consentof the Landlord and without providing keysto the new locks to the Landlord's property manager for emergency use. No additional locks or bolts of any kind shall be placed upon any of the doors and windows of the Premises. k. Conduct auction,fire,or bankruptcy sales in the Premises. 6. Landlord shall have the right to amend or make such other and further reasonable rules and regulations as in the judgment of the Landlord may, from ti me to ti me,be n ceded forth a safety,appearance,care,and cleani ness of th a Building and for the preservation of good orderthemin. landlord shall not be responsible to Tenant for any viol ationsof rules and regulations by other tenants. 7. Landlord may,up on request of an y Ten ant,waive ca mpg ance by s uch Tenant of an y of th e fo regoing Rul es an d Regulati ons,p rovided that(i)no waiver shall be effective urn less signed by Landlord or Landlord's authorized agent;(ii)any such waiver shall not relieve such Tenant from the o bligation to co mply with such Rules and Reg ulations i n th e future unless ex pressly consented to by Landlord;an d(iii)n o waiver exp rens ly g ranted to any ane or more Tenants shall relieve any other Ten ant from the obligation of complying with all of these Rules and Regulations unless such o th er Ten ant or Tenants have received a s i mi lar waiver,i n writi ng,from th e Landlord. 1039440\30785382I.v/ VV GOOD GUY A ONE YEAR ROLLING LEASE GUARANTY ONLY AFTER LIMITED GUARANTY OF FIRST FOUR YEARS OF THE LEASE,("GUARANTY" In consideration of, and as an inducement for, the execution and delivery by GHOWi! HUT LLC, a Florida limited liability company ("Landlord") of the Lease dated April 2021 (the "Lease"), as Landlord, and SOUTHERN GOLF GARS INC., Florida corporation ("Tenant"), as Tenant, leasing 420 NE 4th Street, Boynton Beach, Florida 33435 (the "Premises"), the receipt and adequacy of which are hereby acknowledged, WALTER RONALD SMITH, 11 (the "Guarantor") hereby, on behalf of himself and his heirs, administrators, executors, successors and assigns, unconditionally and absolutely guarantee to Landlord and its successors and assigns the full performance and observance of all of the rents and other sums to be paid, and the covenants,conditions,and agreements to be performed,byTenant under the Lease (such obligations being hereinafter referred to as the"Guaranteed Obligations"), without requiring any notice of non-payment, non-performance, non-observance, or non-compliance, or proof, notice, ordemand whereby to charge Guarantor therefor,all of which Guarantor hereby expressly waives. Guarantor hereby further expressly covenants and agrees that neither the obligation nor the liability of Guarantor hereunder shall in any way be terminated or otherwise affected, modified or impaired by reason of Landlord's assertion against Tenant of, or Landlord's failure to assert against Tenant, any of the rights or remedies available to Landlord pursuant to the Lease or allowed at law or in equity,excepted as may be limited or capped herein. 2. The Guaranteed Obligations and Guarantor's obligations and liabilities under this Guaranty shalt include all reasonable attorneys' fees and disbursements and all litigation costs and expenses incurred or payable by Landlord or for which Landlord may be responsible or liable, to enforce this Guaranty or the 'Lease, provided, however, notwithstanding anything to the contrary contained herein, in no event shall Guarantor's obligations and liabilities under this Guaranty exceed Two Hundred Thousand and 001100 Dollars (5200,000.00), which is the maximum limit enforceable against the Guarantor under this Guaranty. . This Guaranty is an absolute and unconditional guaranty of payment and performance (and not of collection). Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at at I times continue to be absolute and unconditional in all respects,joint and several,and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity relating to this Guaranty orthe obligations orliabilities of Guarantor hereunder orotherwise with respect to the Lease. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claire of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations orliabilities of any other person or entity relating to this Guaranty or the obligationsor liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforcethe obligations orliabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations orliabilities of Guarantor under this Guaranty. 4. Guarantor hereby covenants and agrees to and with Landlord and its successors and assigns, that Guarantor may bejoined in any action by oragainst Grantor in connectionwith the Lease, and that recovery may be had against Guarantor in such action or in any independent action against Guarantor. 8. Except as expressly limited under Section 8 below, this Guaranty shall be a continuing guaranty, and shall survive the Lease Expiration Date or the sooner termination of the Lease. Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall remain and continue in full force and effect as to, any amendment, modification orextension of the Lease or the subletting of all or portions of the Lease Premises, and shall cover, apply to and i incorporate all of the terms, covenants, conditions and other obligations of all such renewals, amendments, modifications, extension and sublettings(without need of any notice orconsent of Guarantor thereto) regardless of who occupiesthe Premises or whether or not any portion of the Premises is occupied. In the event of a permitted assignment of this Lease, the Guarantor will be fully released and substituted with a replacement guarantor ("Replacement Guarantor") provided that the Replacement Guarantor: (i) has a comparable net worth to the undersigned Guarantor, orhas a verifiable minimum net worth of One Million and 001100 Dollars ($1,000"000.00); and (ii) the Replacement Guarantor executes a guaranty substantially similar to this Guaranty. 8. Additionally, Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall continue in full force and effect notwithstanding (i)the enforceability or unenforceability of any provision of the Lease orany such renewal, amendment, modification, extension thereof, orany assignment of the Lease (except when released and substituted with a Replacement Guarantor as set forth in Paragraph 5 of this Guaranty) for orany interest therein, or sublease 1039440\30785 382 I v of all or any portion of the Premises, (ii) any extension of time that may be granted to Tenant or its successors or assigns, (iii) the voluntary or involuntary liquidation, dissolution,sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy,assignment for the benefit of creditors, reorganization, arrangement or readjustment of,or other similar proceeding affecting the Tenant or any individual Guarantor or any of its or their assets or the disaffirmance, rejection or postponement in any such proceeding of any of Tenant's obligations or undertakings set forth in the Lease, or any individual Guarantor's obligations under this Guaranty, (iv) the merger or consolidation of the Tenant with any corporation,or the sale, divesture or other disposition of any or all of the interest of Guarantor in the Tenant or any entity controlling, controlled by or under common control with Tenant, or of any interest of Tenant or such controlling entity in any individual Guarantor or each and every Guarantor, (v) any modification, reduction or other limitation of the Guaranteed Obligations that may occur pursuant to any bankruptcy, insolvency, or similar proceeding affecting Tenant, or(vi)any event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or surety under the laws of the State of Florida or the federal government. Without limiting the provisions of clause(v)above, this Guaranty shall be determined, measured and calculated without taking into account any of the modifications, reductions or other limitations of the Guaranteed Obligations described in clause (v) above. Guarantor's obligations and liability under this Guaranty for the Guaranteed Obligations shall be determined as if no such modification, reduction or limitation had occurred, and accordingly, Guarantor's obligations and liabilities underthis Guaranty may exceed Tenant's obligations and liabilities underthe Lease. For purposes hereof, "control"shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation or otherentity whether through the landlordship of voting securities, by contract orotherwise. 7. Guarantor warrants and represents that he has the legal right and capacity to execute this Guaranty and that he will realize direct and substantial benefit from the Lease. In the event, and to the extent, that this Guaranty shall be held ineffective or unenforceable by any court of competent jurisdiction,then Guarantor shall be deemed to be a "Tenant" under the Lease with the same force and effect as if Guarantor were expressly named as a co-tenant therein with joint and several liability. 8. Notwithstanding anything to the contrary herein contained, provided Tenant: (i)has occupied the Premises for a minimum of four(4) years from the Lease Commencement Date (as defined in the Lease); (ii) is not in default under any of the terms, covenants, and conditions of the Lease, beyond an applicable cure period; (iii)gives Landlord not less than four(4) months prior written notice of its intention on a date certain to vacate the Premises (the "Surrender Date"); (iv)surrenders and delivers to Landlord vacant possession of the Premises (as defined in the Lease) on the Surrender Date, in the condition required by the Lease at the expiration of the Lease, then the liability of the Guarantor for payment and performance of the Guaranteed Obligations pursuant to this Guaranty shall be further limited to the payment of all Base Rent, Additional Rent and Tenant's Percentage Share of the amount of any increase for Insurance Expenses and Real Estate Taxes above those incurred during the Base Year fromthe Surrender Date, due collectively, Foran additional period of a twelve (12) consecutive months period immediately following the Surrender Date which shall be accelerated and paid in full to Landlord in certified funds, or wire, on the Surrender Date (Tenant shall pay the same increase for Insurance Expenses and Real Estate Taxes equal to a sum of the last such payment). Notwithstanding the foregoing, nothing contained in this Guaranty shall release Tenant from any liability under the Lease or limitits liability thereunder. If any payment by Tenant or Guarantor shall be cancelled, set aside, rescinded oravolded in any bankruptcy, insolvency orotheraction or proceeding,this Guaranty shall be reinstated automatically. Landlord shall use commercially reasonable efforts to mitigate any liability of Guarantor under the Lease, or extension thereto, by expending the same efforts to re-let the Premises as Landlord utilized to obtain the current Tenant or a tenant forthe Premises. In the event Landlord eams income from a new tenant during the twelve month period following the Surrender Date, then such income earned during that twelve month period by Landlord shall first offset the full cost of a real estate commission earned by a professional who re-leases the Premises, if any, and then any additional income remaining from re-leasing the Premises shall be returned to the Guarantor, after Landlord's receipt of such payment, reducing the Guarantor's one year rolling guaranteed obligation("Guarantor's One-Year Rolling Guaranteed Obligation") and be repaid to the Guarantor, but only if the Guarantor has previously made ali required payments set forth in this Guaranty. 9. All of Landlord's rights and remedies under the Lease and/or under this Guaranty are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned, whether exercised by Landlord or not, is intended to be in exclusion or a waiver of any of the others. This Guaranty cannot be modified,waived or terminated unless such modification,waiver or termination is in writing, signed by Landlord. 10. No failure or delay on the part of Landlord in exercising any right, power or privilege under this Guaranty shall operate as a waiver of or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 11. No payment by Guarantor pursuant to any provision hereof shall entitle Guarantor, by subrogation orotherwise, 1039440\307853871kv to the rights of Landlord to any payment by Tenant or out of the property of Tenant, and Guarantor hereby waives such subrogation, except afterpayment in full of all sums owing by Landlord under the Lease. 12. As a further inducement to Landlord to make and enter into the Lease, Guarantor covenants and agrees that (I) in any action or proceeding brought in respect of this Guaranty, Guarantor hereby WAIVES TRIAL BY JURY, (ii) County or Circuit Court of the State of Florida forthe County of Palm Beach (or, in a case involving diversity of citizenship, the United States District Court for the Southern District of Florida)shall have jurisdiction of any action or proceeding and (iii) service of any summons and complaints or other process in any such action or proceeding may be made by certified mail directed to Guarantor at the address below set forth, personal service being hereby waived. If service is made by certified mail, then service shall be deemed made three (3) days after same is so mailed. This Guaranty shall be enforced and construed in accordance with the laws of the State of Florida and shall be binding upon and inure to the benefit of Landlord and Guarantor and their respective heirs, executors, administrators, legal representatives, successors and assigns. 11 Subjecttothe provisionsof Section 8 above,for purposes hereof,Guarantorshall be deemed to have breached is obligations underthis Guaranty and be in default hereunder in the event that any of the following events (each, a "Default") shall occur: a. Guarantor makes an assignment for the benefit of creditors or petitions or applies to any court for the appointment of a trustee or receiver for itself orforany part of its assets,or commences any proceedings under any bankrup tcy, insolvency, readjustment of debt or reorganization statute or law of any jurisdiction, whether now or hereafter in effect; or if any such petition or application is filed or any such proceedings are commenced, and such entity by any act approves thereof, consents thereto or acquiesces thereim or an order is entered appointing any such trustee or receiver, or adjudicating such entity bankrupt or insolvent, or approving the petition in any such proceeding, or if any petition or application forany such proceeding orfor the appointment of a trustee or receiver is filed by any third party against any entity comprising Guarantor or any entity with which any such entity consolidates forf inancial reporting purposes or their respective assets or any portion thereof, and any of the aforesaid proceedings is not dismissed within sixty(60)days of its filing; or b. Guarantor shall fail to perform the Guaranteed Obligations within five (5) business days after written demand theref or. C. Specific only to this Paragraph 13, and should Paragraph 13(a) apply to the Guarantor, then the Guarantor's obligations and liabilities of this Guaranty shall be further limited and capped at One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). 14. If Landlord is obligated byany bankruptcy orother law to repay to Guarantor orto any trustee, receiver orother representative of any of them, any amounts previously paid, then this Guaranty shall be reinstated in the amount of such repayment. Landlord shall not be required to litigate or otherwise dispute its obligations to make such repayments if it is in good faith,and on the advice of counsel believes that such obligation exists. 15. Subject to the liabilities, obligations, and capped financial limitations of this Guaranty, expressly set forth herein, Guarantor shall remain liable forthe payment of amounts required by, and responsible forthe observance of all of the covenants, agreements, terms, provisions and conditions of, this Guaranty. 16, If any provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be held void, unenforceable or invalid, then the remainder of this Guaranty or the application of such provision to persons o r circumstances other than those as to which it is held void, unenforceable or invalid shall not be affected thereby, and each provision of this Guaranty shall be valid and enforced to thefullest extent permitted by law. t-( 'K IN WITNESS WHEREOF, the undersigned has executed this Guaranty on this 7 day of 422021 GUA TOR: WALTER RONALD SMITH, 11 Soc. Sec, No.: Date of Birth: 1039440\307853821,%,2 Attached Driver's License: Yes or No (circle one) Dome Address: S Q I C) A\: -:- 1 X STATE OF FLORIDA s s: L4, COUNTY OFC4(VIJ2��Jj) The foregoing instrument was acknowledged before me by means of F1 physical presence or El online notarization, this-7� day of "L-t141, by WALTER RONALD SMITH, 11. He is Pers nally known to me, or has produced the following type of identificatilon Di.....;"^ and who did not take ath. My Commission Expires: Z// otary ublic, State of Florida Print Name of Notary Commission No. LUIS A. JAZ 'A My COMMI SSION#GG 922U6 i EXPIRES.Feb a"14,2024 1039440\30785, 382-11/2 / �, �� �� . . . _ .:r: . .' �. � v 0 c x 0 mED m (D z CQ 2 z —I ccnn — S p z 0 0 0OD (o m Ca z 4 c�a r « i (Tl CJ, w i rsi i m z m 0 cn (n Cil Ul r UD Cl) x -< r- z o m 0 M—M . . 0 0 rm C/3 X 0 (13 m me m CD G 0 r Fm 0 m cn u, m m ry t r3 b -,,j -, (c) C) (1000 c> a1NIZ occ5C) - t c7 tea Ul 0 c Q 0 z 70 C> 0 OL nc 0 m a 0 0 �a CL c a e cu 0' a �a xv � c c� 6 C CD �r U i CJ7 N ES �r E: FZ C3 FQ .,%C:-F ul r'j "4111 1 6476 Kirsten Way Lake Worth, FL 33467 Office: 561-712-8898 Fax: 561-712-8895 CGC058054 CC0057753 Estimate Subrinifted To: Job Information: Date: 5/18/21 Home Patio enclosure Estimate Submitted To: Ron Smith Job Information: 426 NE Fourth Street Boynton Beach 507 N Federal Hwy Boynton Beach 501 N Federal Hwy Boynton Beach SCOPE OF WORK We hereby submit this proposal. For work as per plans for the following: renovations RENOVATIONS/425 NE FOURTH STREET, BOYNTON BEACH I Remove and install 6 new overhead rolling doors impact @ $3,200.00 each, Coplay brand or equal. Impact doors 2. Replace 7 New all impact windows . Low E—Tinted Glass PGT installation Cost of material and installation CGI , PGT or equal brand 3. Remove 2 garage doors and Install double 6' wide, x 8 feet high , impact entry glass doors CGI Brand or equal @ $4,900.00 each including opening modifications, prepare lintel above door opening and fix stucco if required 4. Repaint with non skid / non marking poxy flooring any color painted to whole floor at the warehouse entire south side 51 Install 30 ballards to rear and side of property poured solid material cost 1130 each and installation cost of$30 each 6. Secure parking lot with a aluminum ornamental fencing or as pick from contractor samples or similar . 6 feet height on approximately first third of the south east and the entire east side of property. Includes gates , 7. Install a chain link fence privacy type on remainder of property 6 feet height on the rear and north side of property , 8. Parking lot resurfacing and restriping- Includes drawings and permits from building and zoning 9. Complete remodel of the second floor apartment unit to include the following: complete paint of all walls and ceilings, installation of insulation , repair of drywall to walls and ceilings, complete rebuild / remodel of bathroom to include builder grade toilet American Standard or equal, new vanity with faucet ($600 allowance), new shower diverter and drain , new handles and new cementitious backing at shower , new shower the for walls allowance of$2.5 for the included, new kitchenette cabinets white 8feet shaker solid wood top and bottom 1 kitchen sink steel gauge 18 , 1 new faucet for kitchen, disposal for sink, backsplash, Formica countertop any selected color, new wood baseboard 5 Y4 inch tall to all spaces and rooms, new interior solid doors with lever hardware. 10. Complete bathroom remodel downstairs Includes labor and material to replace flooring, toilet with American standard elongated and handicap height, install new wall hung sink and faucet American standard brand or equal including lever faucet, replace bathroom door, exhaust fan , light fixture and paint is included . New grab bars and signage 11. Complete add interior new bathroom downstairs-south side of building Includes labor and material to install new walls with metal framing studs, drywall finished to code, new tile or vinyl flooring with baseboard, new electric light and outlet to code, new sewer lines connecting a new toilet with American standard elongated and handicap height, install new wall hung sink and faucet American standard brand or equal including lever faucet, new bathroom solid wood door, new exhaust fan , light fixture and paint is included . New grab bars and signage 12. Installation of new central air conditioning for upstairs apartment to include a 2 ton air handler and compressor , New exhaust fan for bathroom and new thermostat. New installed ductwork and returns to code 13. Add a 2 ton mini split system Mitsubishi brand or equal, to downstairs breakroom Including waterproof disconnect and electric to equipment 14. New electric panel and upgrade to electrical system to include new outlets and switches thru the apartment upstairs 15. Replace all light fixtures on the outside of the front and back of building 16. Remove interior walls on the north side of the building and build out with a showroom as described for tenant use 17. Complete new wood vinyl flooring for upstairs installed over underlayment. Allowance for material$2.50 s.f. including underlayment Material and labor included in this price 18. Install 2 outswing pre hung frame, exterior steel doors with hardware and door closers Material and installation. Includes paint 19. Exterior improvement to walls. Adding 2 new accent wails using exterior porcelain tile to accent 2 sections of the walls approximately 200 s.f. each . Porcelain tile imitation wood or other similar included in cost 20. Exterior Paint of the complete walls of building , includes pressure washing and 1 coat of prime and 2 coats of paint, Benjamin Moore or equal 21. Interior repairs and reinforcement to any interior columns and joist to maintain structural support and integrity 22. Install a non lit/ non electric signage on exterior of building . size up to 3feet x 10 feet Company name and as required to met dealer agreement 23. General Clean up included ARCHITECTURE 1. Prepare sign and seal architecture plans to be submitted to the building department 2. Cost of permit approx.. not included TOTAL: One hundred seventeen thousand seven hundred dollars. $117,700.00 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.1. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Southern Golf Cars, Inc. located at 501 N. Federal Highway 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 Southern Golf Cars, Inc., located at 501 N. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - III). Southern Golf Cars, Inc. is the region's top-ranked dealer for golf cars. Southern Golf Cars is your one-stop shop for the hottest new recreational vehicles including utility, personal transport, and golf carts. They have been in operation since 1997 in Delray Beach. In 2021, the business decided to relocate and expand to three commercial properties totaling 11,164 square feet in Boynton Beach. Moving to Boynton allowed the business to expand by almost 50% in square footage. In addition to renovating and activating three vacant commercial properties, Southern Golf Cars will bring their current staff of 14 employees and also allow them to create eight additional full-time jobs ranging from a regional manager to sales managers to mechanics. Southern Golf Cars has been recognized by Yamaha Golf Car in receiving the President's Award and is a Club Car Black and Gold Elite dealer as well. The commercial property located at 501 N. Federal Highway will act as the corporate offices for Southern Golf Cars, Inc. and provide the business space for future expansion. As the tenant of a commercial property, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for interior and exterior improvements including: new impact doors and windows, new HVAC, new flooring, new lighting, and awning. The total cost of eligible property improvements is approximately $50,200 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2021-2022 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA P LAN/P ROJ ECT/P ROG RAM: 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 Southern Golf Cars, Inc. located at 501 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Lease D Attachment IV - Project Quote s � BOYNTORI("D =BtAGH' A,o,xA C UPS r r -DIN ELOPMENTAGENCY October 1, 2021 -- September 30, 2022 BOYNTON BEACH COMMUNITY COMMERICAL PROPERTY IMPROVEMENT GRANTPROGRAM Program Rules and Regulations The Commercial P.—Mckrty Improvement Grant Program is deSinn®ri tc 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 J B L•1°i_1•_ L L..• J•—___ �a,a„�, g y DE /y,°y and renavieitatiun u' buildings or other improvements in accordance with the DEMCRA Community Redevelopment Plan. Improvements paid for by the BCRA must be i permanent and stay with the building. The B13CRA reserves the right to approve or deny any Commercial Property Improvement Grant Program applicativr i :rid to deny payment at any,time if, in its sole 4nc+ rbsv!i:te 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 i for less than one year nr relocatina 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. lnft��� Page 1 of 17 I Property improverneni. 100 East Ocean Avenue,4th Floor,Boynton Beach,FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com I 1 The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law"under Florida State Statutes,Chapter 119.Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the ._ . ..,. ., ....... .,. ,..,...,..............,. ,,N,,.v....� VNO..,... 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 htip://www.boynton-beach.org/go- greentpace Proqram.pho or by contacting the Citv 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 uire s Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Annlirnnt mi mt ha tha hi minacc antifu !nr d/h/al namnri and tho nrinninmi rran,r.,=rc named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is property licensed by all wnnwr.nn.r.cr Ia+..svBn rtf w.......-..... ...4.�.».i F...,....:.......1 6Co..,.... • 1...._:� .•.. ..v.+.' w rv....,. yvrv...,n�.e n uear�,v,v.�p.v..ao uoaviivaeve is wi ayG+wc�1vvNeo� of City and County licenses or receipts that the licenses have been applied for). Page 2 of 17 Property Imarovement 100 East Ocean Avenue,4"'Floor, Boynton Beach,FL 33435—Phone:(561)600 9090 www.boyntonbeachcra.com Improvements to non-profit and residentially on roperties are NOT eligible expenses. Applicant u t have an executedmulti-year lease withleast two years remaining on the lease at the time of BBCRA Board approval a Proposed leases must be executedthin 30 days of BBCRA Board approval or the rant award is terminated. o The Applicant's rf n consumer credit report must reflect n acceptable level of financial stability, as determined in the solediscretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score601 or higher and have no listed historyo bankruptcy to be eligible. If there is morethan one business , the majority f the business owners ut have credit scores of 601 or higher to be eligible. o All work muston in compliance ith applicable Cityof Boynton Building n Land Developmentul ti n . All contractors u t be licensed required to work in Boynton Beach and/or Palm Beach County. or any projects lu ore than on the project's ntru n value as it appears on the Palmoun - i uni ` l Building Permit Application Form submittedto the Cily of Boynton Beach),preference will be given to projects that will use n ori with an office in Palm Beach County. Please contact. the Cityof Boynton Beach Development Department regarding the proposedork to be performedor to submitting a grant application, • Grant funding amountsill be basedn the pli nt' project budget, specified at the time of the BBCRA Boardapproval, plus an added 20% n in n funding amount. • Grant n ill be reimbursedexclusively for approved work andapproved changeorders. • The o rcil Property Improvement rant Program may only be used one time in any five year period for any oneproperty, Entities in o improve ro rti that were previously improved using improvement r y apply for additional n ray time r five yearsr i u nt approval. • In order to qualify for the grant, the subjectproperty y not have ny outstanding City of Boynton Beach liens t the time the applicant k reimbursement. To ensure that the propertyo not have anyoutstanding liens, violations or monies owed for utilities the BBCRA vAll perform i n search on the property at a cost of $140.00, which will be deductedo n grant funding rdod to the recipient, Iwo* Page 3 of 17 Property Improvement 100 East ocean Avenue,41 Floor,Boynton Beach,Ft 33435—Phone:(561)6DO-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 temnination 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. Page 4 of 17 Property Improvement 100 East Ocean Avenue,41 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 wails a Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood &fire • Signage inrl/vtinn avfari/lr nnri CI InnmaeinP4 interior lighting • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the resealing, and/or connected to the project site restriping building • Painting • t•encing(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 Flinihip attarhPrl RPNPw PArF dnnt inrh uiinn 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, ,nenibie Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services • Medical Research Centers/Housinq_ • Firearm Sales/Shooting Ranges . Massage/Personal Services • Religion-Affiliated Retail Stores • Churchestplaces 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 • Aduii Enieriainmeni or tstx.RA Board determine wiiii not • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area td IfPage 5of17 Property Improvement 100 East Ocean Avenue,411'Floor,Boynton Beach,FL 33435-Phone:(561)500-9090 www.boyntonbeachcra.com • CBD Retail Stores Grant Terms and Conditions Thic is AhAriakrl on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant(the business entity). Grant funding amounts will be based on the applicants project budget specified at the time of BBCRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project bildne! ae endw-MftA ft+fk® H ,ft of RP. 0^—A _4 -S 0 ...a ...- -- N. ---.- . $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 6oard wiii grant no more than • Bakery four approvals in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible for reimbursement of 60% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of v. • Home D6cor/Design-home 9 Boutiques-clothing, shoes & fumishings, art galleries, kitchen accessories wares * Law Offices • Accounting Offices 9 Hair/Nail Salons (no more than two Real Estate Offices approvals per fiscal year) Page 6 of 17 Property Improvement 100 East Ocean Avenue,WhFloor,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 ® Cn®ri'Ifar C?eat�il Qo icivc.ccac — �e..nrv..nle. ..n.F.nr..+l .....,«\ - ...I+•+`.•.�..y ......... .......... vvvv wlr ls.vrw.v Irv. .,.rvwe yvwi� stationary,gifts, sporting goods • Florists (no more than two • Other commercial fagade only approvals per fiscal year) improvements Tice- —11tree Business trio more roan iwo approvais per ftcai yeart 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 nrnnt fl/nAnn Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store andSia ..Ca.. 1.... iso�u vviae gar ei 411—JN v`vco i ic1 It i LtlUI IUI�/W1�I 1,At:;W IUI Itl4:IRY 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 j4=m iVUu11 u die bpdue Ueifig wflifdd, 416U(iiflg square fouiage 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; l' Y Page 7 of 1740 Property Improvement 200 East Ocean Avenue,41 Floor,Boynton Beach, rL 33435-Phone: (561)boo-9 33 5W www.boyntonbeachcra.com • Ability to terminate; and • Consequences of default on the lease. Application Process Annliratinnc ran h®nhtinael frnr»+ha RRr`DA e%ff vn± InnC,n+n- -- nr—•rr — __.. __ . .. ...v _ V . ^ u V e.. LVv41. Boynton i 41rMV, Boynton Beach, FL 33435 or downloaded from .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 BIBCRA for review and approval by the 1BBCRA Board. A.. ...:rr L_ wo•J___JvC__l 'if .a. iFir%VJJm.allw w1e® Lit; illualau i1 a 'u4Oc-wirC, fet-brafm ugti,. rpNud ult pauKei.S Iflust 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 principaltowners of business. Make check payable to: Rnvntnn Rparh rRA 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. .4 Writtan.-- riatailarl nrnieart hIIAf%Mt rlarrr1rihinn tha :rnnrn.aam®n+a +., ha .J.�.�r +n +hn -- - r•-r--- -a-. ... .a .r.,....... ...... ... ..... property. . Cost estimate(s) from a licensed contractor(s) as specified in the applicants 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. r. Cir.rrm+�n® rin_"_ wwswonr.i w_Il wbm6we. ...wir.-:..1 w wl...+ an.4 w..ei...:..1 .. ..:Gwwi:.aw.r .+• v+.,y.4av asvice�a.., 1r.v,vva w+ V.ntsca, e wwr X40 .��r i rtsam.s ue�vup'tiwerwaevr a, if applicable. 6. Copy of building permit receiptlapplication. 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. n saoca_6 lF-1)_ rci _r AL_ 1%W1V%iiiw Wvl poll uvvi1 /�. VI mcs DUS111155.7. 8. Copy of the corporate documents for the applying business entity. gm , Page 8 of 17 Property Improvement 100 East Ocean Avenue,41 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, f'f..:1J:®® fY�.a.....6�,.,..8 R�a.. 6au R .�a1. p-9 /4A I+iY FY/_____ '"-A4 Ari / ^-- WuNkAM-5 LOCV01ul161IL, uvylrLvls LXU4CX Al, rL J:astJJ. r1IVIICS `w 11 f-fL—vvvv. Approval of Funding Request All re uired documentation must_be submitted no later than noon two weeks rior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission W/tRI-®.w11- I-,...L.s-1 111UU10 1VyQL0%A III %afty I IOII AL IVV L-00i %JL0011 r%VVIIVG, L7Vy11LV11 Ucal.11, rL J."au. 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 Bl3CRA recommends that annlicants attend the RRCRA Roard meetino durino which the Board will consider their applications in order to answer any questions the iBCRA Page 9 of 17 100 East Ocean Avenue,4"'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 RRrRQ mage rnnAPlrt a vita vieif nrinr fn frwnemiitir%^fk m nl P„ n is+.sfinn 4n thn G�QF'[7A Qnnrr! ..y ...r.r..v.....v.. av ae... ..w.v c vvu... 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 Reimbumement 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 ad ate_ r_, ----=-- ----------_-•l--- i±u ati.writj✓aiiicu by GIFB iUp4JW11[$J l6 Vlr61f11C.68Lq 11a.el t. 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 he simportAri by a ram- llad rhPrk rthnvvinn tha far.A of tha check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cash'ier'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 trancfar a e nnv of iha atafamant fmrn hnth navar anti navta,e ahnouinn fhn transaction and/or copy of the email/text verification from both parties. Page 10 of 17 Prooertv Improvement 100 Bast Ocean Avenue,41 Floor,Boynton Beach,PL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien"signed by each licensed contractor(s). See attached Sample of a Final Release of Lien foram. 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 bilis 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. ft111- . .� .M", now NOTICE TO THIRD PARTIES:The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party.The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full.Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Page 11 of 17 Property Improvement 100 East Ocean Avenue,4'"Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTON C =BEACHI RA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed ID#: �� --LJ 7 Business Phone Number:_..S(,-- I q'( r 7 ((; Cell: Website: Existing Business: Yes X No Number of years in existence: Time at Current Location: fi New Business to Boynton Beach: Yes x No Do you have an executed lease agreement: Yes Y'No_If so, monthly base rent: New Business Address (if applicable): ) a Square footage of current location: Square footage of new location: Type of Business: 7 C'c=• f S ��, l r�,� \S Tier 1 Business: © Tier 2 Business.-X1 Tier 3 Business: El (Tier Classification subject to BBCRA Board Approval) Number of Employees: �L- Hours of Operation: Py' F List of improvements seeking reimbursement for:t co �y 1 Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue,4`h Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO EACm RA wan s®•ras r eeaserr v rrwe evay.B t3 I"R4YNN Y V 6 APPLICANT INFORMATION PIM OWNER INF Ti (If more than 4 principalslowners additional sheets may be used) 1. Principal/Owner Name. a �,,. w Date of Birth: Email: L : = � ., b.. Residential Address: ° t :, iq 1VWII I 1141 IV I YYPIIVVI. � ""`^w� `"` '"""` 'i yw i F 2. Principal/Owner Name: J� e-. - s. Date of Birth: °' I Email: ` °. ° e-` Residential Address- _ 4 -L) , ' : ) -4-11c:xI f � .z Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Resiaendai Address: Cell Phone Number. 4 Pr`snrinnUclu nar Nnnw 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: pia® 1:1 r%f 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTONC- =BEACH i RA f"'MAU11kirliV DMaLffit"MUckm At 1 APPLICANTINFORMATION Am you receiving grant assistance under any other governmental agencies: Yes _No if yes, iisi:any additionai grant sources ana amounts: L64—DLORD INFORMATION: Landlord Name: V! �-- ° � m L. " L 11—V— Landlord's Mailing Address: Landlord's Phone Number. t �-+ tis f CER71FICATION AND WAIVER OF PRIVACY: For mimnnPS of thin r.Aftifiratinn anti waivar ref nrivary tho tarrn"I"rpfpm to the annlirnnt a»_ri tr, 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 1 can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read nn'6 �rnPlnwe.Mw.d diaa 4,. . fw.,. a. aa. .,ys 4•.V.9 W.IMIaIL.IJ VV• W.U. b'af lV VGOVI I/.•GV 111 Ul�i I.i•VrllRVlt MGdi{/1/ Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Aqency Board. I Page 14 of 17 Property Improvement 100 East Ocean Avenue,4t'Floor,Boynton Beach, FL 33435--Phone:(561)600-9090 www.bovntonbeachcra.com 40 Q� BOYNTON C 'T4 =BEACH RA e*f*.AAMlMffV DMNMMI114 AR" Y 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 Flan. 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 Vvuv.•vv,i•Yivi f.r f—VG r aIWVI I IGI 1111®11. 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 qrant permission, and authorize anv bank. emDlovers or other oublic or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application,and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 15 of 17 i(IONA All 1; Property Improvement 100 East Ocean Avenue,Wh Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.c,om BOYNTO =BEACH CRA CAGENCY HT( APPLICANT INFORMATION APPLICANT SIGNATURES: Prince UOwner's Signature pat Printed Name _. Title 2. ,...' Principall tier'sStgn tureT. Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. PrincinaLlOwner's Sianature patty Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing Individually STATE OF � COUNTY OF ,. Olk.VA BEFORE ME, an officer duly authorized by law to administer oaths and take ackn edgements, rsonall a aced 2, ` pe Y PPe a � b � - who is/are sonall ,*nown to "" "' w•`°`"` `•`° tam ING41iflllraUV11, alru 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 EMge16of17 RONALD SMITH 11NOTARY PUBLIC blic-State of FloridaMy Commission Expires: sion 4 GG 182095.Expires Feb 4,2022National Notary Assn a 15 Of 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com 1p x ' 4y BOYNTO mlBEAC RA - I� INFORMATIONLANDLORD RD 13 TU Lan __ . ..w� ...._ _ r's Sianati t�� _� n�+o Printed Name Tide 2. Landlord's Signature ate Printed Name — W m w LL Title Notarys to rin l l/ er's Signatures-Multiple notary pages may be used signing individually )— STATE OF r c 5 COUNTYOF 4 gy4 BEFORE ME,an officer duly tho ed y law to administer the and take acknowledgements, Wally appeared /'� ,who is/are personally known to ...•. ••, wG�tuut;auu+ , aiu.� acknowledged he/she executed the foregoing Agreement for the use and pu Deed mentioned in it and that the instrument is his/her act and deed. IN I ESS OF THE FO I ,i have set my hand and official seal In the State and County aforesaid on this day of , aRY PUBLIC JONATHAN DASILVA y Commission Expires: Notary Public-State of Florida yA, s sion#GG 959130 My Comm.Expires Feb 17,2024 Bonded through National Notary Assn. y ?j Page 17 of 17 n Property Improvement 100 East Ocean Avenue,414 Floor,Soynton Beach,FL 33435-Phone:(561)600-9090 (1� www.boyntanbeachcra.com �s 1/12/22,9:37 AM PAPA Maps ��"`" DOROTHYJACKS ev 2 CFA,AAS r ii t Palm Beach Co nTy Property Appraiser i a,,, e Search by Owner,Address or ParcelIN 140 A ell 9 00 In View Prape_rCy. Record Owners 501 N FEDERAL - HWY LLC r, fi Prop„ eoltY N[ ` ? w ph,inci �.lity BOY NTC � iiillji� = � i�b � � :� �,: � ,z ,> t`u a ilk i syU: Z {k m I No 084345 I ROBERT z Lkri�,i.ivnTOWNC IN rlr, 30209 is t ii t-'Ic D�zu OCT-20 2611 L � € BOYNT 4thg� Ni`••>s4, fit L334 �'u* hid sa i i ?A[lilt lel to Ave "� E si s '"�' a E�5 Ir � F �.hl�.�rd Ave U https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521260060010 1/1 LEASE THIS LEASE (this'Lease")dated as of Ka47:T 2021(the"Execution Date")is made between 501 N FEDERAL HWY LLC,a Florida limited liability company("Landlord'),and Southern tMf Cars, .,a Florida corporation(referred to hereafter as"Tenant'). Landlord hereby I eases to Tenant and Tenant hereby leases from Landlord,the Premises d escri bed below subject to the terms,covenants and conditions h ere!naft er set forth: 1.DEFINITIONS. Unlessotherwisespecified,thefollowingterms shall havethemeanings herein specifiied: 1.1 Base Rent Initial Term MonthlvRent 611/2021 -413012022 $5,010.25 511/2022-413012023 $5,708.30 5/1/2023-413012024 $5,879.55 5/1/2024-413012025 $6,055.93 511/2025-413012026 $6,237.61 511/2026-413012027 $6,424.74 511/2027-4/3012028 $6,617.48 511/2028-413012029 $6,816.00 51112029-413012030 $7,020.48 511/2030-413012031 $7,231.10 First Renewal TermMo nth Iv Ren t 5/1/2031 -413012032 _._..._._,_ $7,448.03 5/1/2032-413012033 $7,671.47 5/1/2033-4130/2034 $7,901.62 5/1/2034-4130/2035 $8,138.67 5/1/2035-413012036 $8,382.83 5/1/2036-413012037 $8,634.31 5/1/2037-413012038 $8.893.34 5/1/2038-413012039 $9,160.14 5/1/2039-4/30/2040 $9,434.94 511/2040-4/30/2041 $9,717.99 "plus applicable Florida sales tax,and otherapplicablegovemmentaltaxes which may change or become due from time to time. 1.1 B Insurance Expenses:All reasonable costs and expenses incurred by Landlord to insure the full replacement value of the Building,and obtain Ii ability and al krisk p roperty insurance i n coverage amounts wh ich are reasonable and c ustomaryfo r a si milarly situated buildings in the area. 1.1C Real Estate Taxes:Al payments to Governmental Authorities for taxes,charges,assessments,Ad Valorem taxes,Non,Ad Valoremtaxes an d any other surcharges and levies,general or special,ordinary or extraordinary,of any kind whatsoever(including interest thereon)Landlord shall be obligated to pay arising out of the use,occupancy,ownership or leasing of the Building and any property,fixtures,or equipment thereon. 1.1 D Mai n tenance and Repair:Landlord and Tenant's maintenance and repair obligations are set forth in Section 7 of th is Lease. 1.2 Base Year; 2021 1.3 it in : The building commonly known as"501-507 North Federal Highway,Boynton Beach,FL 33435"togetherwithall improvements and existing fixtures. 1.4 Common Areas:NIA, 1.5 Delivery Conditions:Landlord shall deliverthe Premises to Tenant in an"As-Is,Where-Is"and"broom clean"condition("DeliveryConditions"). 1.6 Dep o sit:Due at signing in the amount of Ten Thousand Twenty Dollars and 50!100 Cents($10,020.50),to be held by Landlord in accordance with Section 4 of th i s Lease. 1.7 Governmental Authority: Any federal, state, county, municipal or other governmental or quasi-governmental entity or any agency or instrumentality thereof h aving j urisdiction over the Premises. 1.8 Governmental Requirement: Any law,statute,code,ordinance,reg ulation,permit,license or requirement of any Governmental Authorrlr now existing or h ereafter en acted,and applicable to the Premises. 1.9 Permitted Purpose: The Premises shall be used by Tenant,forth efollowing purposes,onthe condition such purposes qualify asbeing complaintwith any and all applicable Governmental Authority and Government Requirements:(i)the sale and leasing of goifcarsand golfcar parts;(ii)the maintenance,repair and servicing of golfcars and goff car parts;(iii)storage and warehouses pace;(!v)showroom space;(v)office purposes;and(v)other incidental uses fo r its intended business purpose which are normally related thereto and permitted by applicable law,an d for no other p urposes wi thout the express,written consent of Landlord first obtained;provided,however,that Landlord's consent shall not be unreasonably withheld,conditioned or delayed. 1.10 Premises:The Building and the land having Parcel Control Numbers 08-43-45-21-26-004-0110 and 08-43-45-21-26-004-0090.commonly kn own as 501-507 No rth Federal Highway,Bo ynbn Beach,Florida 33435. 103944013 3821.v2 1.11 Prepaid Rent:The fi rstmo nth's Rent in the amount of$5,010.25(the"First Month's Rent',plus any applicable sales tax,shall be prepaid upon the execution and delivery of this Lease. 1,12 Leal j Qo mmn g9m§ntDtFRent&Utmnt Nrigj Rnt QQ mmencementDate:Trt nt Imp 12ytmenj§: 1.12A Commencement Dates:Rent Abatement and Tenant Work Escrow:Additional Rent Abatement:The Lease Commencement Date sh al I be June 1,2021,or extended as permitted herein(the"Lease Co mmeneement Date");The Rent Commencement Date shall be November 1, 2021(and sh ail bed ue on the 1"of every consecutive month thereafter),as Landlord has agreed to abate the rentforfive(5)months from the Lease Co mmen cement Date("Rent Abatement")and in exchange for this Rent Abatement,Tenant shall deposit$20,000 to beheld by Landlord("Tenant Work Escrow")to ens ure th at the Tenant Work(defined below)is completed.The Tenant Work Escrow shat l bed ue upo n the signing and delivery of this Lease.Tenant will be given the key and access to the Premises on June 1,2021. The Tenant Work Escrow shag be kept in a separate account held exclusively by the Landlord in a bank account that is FDIC insured.to which Landlord shall be entitled to the ben efit of an y i nterest if any. Tenant can draw off of the Tenant Work Escrow once the Tenant has reasonably proved that it has first paid for$20,OOOtowards improverrrents setforth in Section 1.128,defined as Tenant's Work. Oncethe Tenant has proved that it has first paid$20,000 towards Tenant's Work,then Tenant shall be permitted,once a month,to submit detailed invoices to Landlord to pay invoices,from the Tenant W oris Escrow,that can be identified as items in furtherance of completing Tenant's Work. Landlord must pay the invoices from the Tenant Work Escrow within three(3)business days after receipt from Tenant,subject to Landlord's approval,which approval shall not be unreasonably withheld,conditioned ordelayed. Should a balance remain in the Tenant Work Escrow after Tenant's Work is completed,than any balances hall be returned to Tenant. In the event that Tenant is unable to complete the Tenant Work,after the Tenant Work Escrow is exhausted,then the Tenant shall remain obligated to complete the Tenant Work as provided herein. Upon execution of this Lease,the Landlord shall use commercially reasonable efforts to:deliver notice of termination of the monih4o- mo n th ten anaes to al I o f th a existing ten ants,termi noting each of th e ex i sti ng ten anfs ten ancy effective May 31,2021,an d fi I e suit fo r possession seekin g a writ o f possession of any port on of th a Bui I ding(if n ecessary),n of rel i nquished by an y of the exi sting tenants after May 31,2021. In the event any of th a existi ng tenants h old o ver,or remai n in possession beyond May 31,2021,th an th e Lan dI ord wlI I further abate t he rent(in addiion to the Five(5)months provided to Tenant herein),otherwise due by the Tenant,for each day the Landlord is unable to deliver possession of any existing space in the Building("Additional Rent Abatement),the calculation of such Additional Rent Abatement will be calculated based on the square footage of the space not delivered to the Tenant(as of June 1,2021) over the total square footage of the Building. Landlord is hereby permitted to extend the Lease Commencement Date,d ue to its i nability to deliver part or full possession of the Building to Tenant,based on exisling tenant's failure to vacate by May 31,2021 and Tenant's sole remedy for such delay of the Lease Commencement Date shall be limited to the Additional RentAbatement(defined herein). 1.12B Tenant Work:Landlord has requested and Tenant has agreed to complete the tenant irrprovements set forth on Exhibit"A"attached to this Lease and made a part hereof(the"Tenant's Work")identified onExhibVA . Tenant and Landlord agree that so long as Tenant hasacled in a commercially reasonable manner to undertake the Tenant's Work and diligently continue towards its completion,there shall be no penally tri Tenant and it shall not be ad efault or Event of Default under this Lease if there are delays in completing Tenant's Work,beyond Tenant's reasonable control.Tenant agrees to use commercially reasonable efforts to:(i)timely submit Plans to the applicable Governmental Authority;and(ii)fully completethe Tenant's Work,closeout all applicableand required permits,and pay(orcauseto be paid)infull all contractorsand subcontraclors in a timely manner. The materials and craftsman used to complete the Tenant's Work must be performed by licensed professionals and th a Tenants Work must be consistent with the work and materials used in and on buildings of a similar nature. 1.120 Boonton Beach CRA: Landlord is not making any warranties and/or g uarantee(s)as to the availability of City of Boynton Beach CRA funding.CRAfunding is subject to change without notice.Landlord will assist the ten ant wh ere required or reasonably requested by Landlord to obtain any CRA funds,which maybe made available by the Cityof Boynton Beach. 1.12D Tenant's Percentage Share:The Building and the Premises shall be fully and exclusively demised to Tenant.Consequently, Tenant's Percentage Share of Insurance Expenses and Real Estate Taxes above their Base Year amounts shall be One Hundred Percent (100.(09'4). 1.13 Term:The time period between the Lease Commencement date and Termination Date,and to any additional time periods,if any,for which the Term may be extended. 2. USE/COMPLIANCE.At all bmes during theTerm,Tenant shall occupy and use the Premisesfor the Permftd Purposeand for noother purpose without Landlord's prior wri tten consent,which consent shall n of be un reasonably withheld,conditioned or delayed.Tenant shall not do,bring,keep o r permit to be done in or about the Premises anything which is prohibited by any Governmental Requirement or would cause a cancellation of any insurance policy covering th a Buildi ng,is for an y u n I awful purpose,nor shall Tenant cause or pemtit an y n u isance o r waste in,on or about th e Premises.In the event Tenant uses the Premises for purposes other than the Permitted Purpose stated herein,orother permitted purpose hereafter reasonably approved by landlord, Landlord may,in addition to anyotherremedy to which Landlord may be entitled,deem itan Eventof Default(as defined below)and Landlord may restrain said improper use by injunction,after providing Tenant with prior written noti ce an d a 15-Day Notice to Cure such unpermitted use. Tenant h ereby ag reas and acknowledges that Tenant's occupancy of the Premises shall be deemed to be an acceptance of same in"AS IS,WHERE IS"condition.Notwithsianding anything to the contrary contained herein,and except to the extent exacerbated by the Ten ant,Tenants hall not be liable for the indemnifications by Tenant, that may be applicable to Tenant,provided in this Lease,and Ten ant shall h ave no liability to o r obl igation to i n dermify o r reimburse Landlord for any costs, fees expenses,I asses or other liabilities o r obligations imposed upon,paid by or incurred by Lan dl ord th at result from any pre-existing conditions which were not reasonably discoverable at the Premises(including,but not limited to underground environmental conditions)at the Lease Commencement Date (collectively,the"Excluded Matters"). Landlord grants to Tenant and its agents,employees,contractors and invitees(collectively,"Tenant Parties")the exclusive rightto use and possessthe Building andthePremises during theTerm,subjectto anyrights;Landlord may have as permitted inthisLease. Tenant and Tenant Parties shall complywith all reasonable rules and regulations concerning the Building as Landlord promulgates from time to time.The current Rules and Rag ulations ere attached hereto as Exhibit"B". 3. jLENT."Rent"shall include the Base Rent,as set forth in Section 1.1 above,together with all other amounts,items,costs and expenses(oollecively, "Additional Rent")payable by Tenant to Landlord underthis Lease.Commencing on the Rent Commencement Date,Tenant shall pay each installment of Base Rent(plus all sates taxes from ti me to time imposed by any Governmental Authority in connection with the Rents),in advance on the first d ay of each month during the Term.Tenants hall pay all Base Rent,without demand,deduction o r set off,to Landlord at the place specfied fo r n otice in Section 21 below. In ad d iti on to Base Rent,Tenant shall within ten(10)days of written notice delivered by Landlord,pay as Additional Rent,Tenant's Percentage Share of the amount of any increase for Insurance Expenses and Real Estate Taxes above th ose lncurred during the Base Year,and shall be calculated by Landlord based upon the current year actual amounts paid by Landlord with respect to such Insurance Expenses and Real Estate Taxes.Tenants hall h ave the right Tenant at Tenan t 039440/307 21.,2 X so I e co st and expense to audit the books and records related to the In surance Expenses and Real Estate Taxes(collectively,the"Charges')forwh ich Tenant is responsible to reimburse Landlord pursuant to this Lease,and Tenant shall have this limited right,upon reasonable notice to Landlord to appear in good faith at Landlord's place of business and no more than once in an ytwelve(12)month period. Upon Tenant's request,Landlord sh al I provide to Tenant copies of relevant backup materials reasonably required by Tenant. Such aud A(s)shall take place within one(1)year after the receipt of the reconciliation staWwt for the applicable accounting period during which such Charges are due in accordance with the terms hereof. If it shall be determined as a result of such audit(s)that Ten ant has overpaid any of such Charges,Landlord shall within thirtydays refund to Tenant the amount of such overpayment. 4. DEPOSIT:Landlord acknowledges receipt from Tenant of the Deposit. The Deposit shall be held as security for the payment of Rent,and for performance of all other terms,covenants and conditions of Tenant hereunder,the amount of the Deposit,without interest,shall be repaid to Tenant within thirty(30)days afterthe Termination pate,provided Tenant shall have made all payments and performed al I terms,covenants and conditions under this Lease. Upon any Event o f Default by Tenant,which remains uncured after the expiration of all applicable n oboe and cure periods,all or part of the Deposit may,at Landlord's sole discretion,be applied on account of such default,and thereafter Tenant shall promptly restore the resulting deficiency in the Deposit The Deposit may be co-mingled by Landlord with its own funds.Tenant further acknowledges that the Deposit is n of to be construed as prepaid Rent by Tenant fo r an y rental period during the Term. 5. UTILITIES:Tenant shall be responsible,at Tenant's cost,for all utilities and assessments including,but not Iirriled to electric,telephone,cable services,water,sewer,gas and trash services provided eitherby a GovemmentalAuthority orprivate provider.Landlord shat I not be liable,norshall Rent be abated,because of any interruption or cessation ordiminution of quality of such services,unless such interruption,cessation or diminution of the quality of such services is caused by the gross negligence o r wi Ilfui misconduct of landlord or its ag ents. 6. PARKING:Tenant and its agents,employees,customersand inviteasshal have exclusive use of the parking spaces everydayof the week anclat all times,provided such use!sin furtherof:(i)Landlord's Permitted Purpose;and(ii)isin compliancewith applicable Governmental Requirements. 7. MAINTENANCE ANI?REPAIR: Landlord shall,at its sole cost and expense,maintain only the roof and foundation and shall not be responsible to mal ntainor repair any other part ofthe Building,whatsoever. Tenant shall,at its sole cost and expense,maintain and repair every other part of the Premises, for which the Landlord is not obligated herein.Tenant shall also keep the interiorof the Building in a neat,clean,sanitary and good condition and repair including,without I irritation,al I fixtures and appurtenances within the interior of the Building. 8. INSURANCE:INDEMNITY. I 8.1 Landlord shall,throughout the Term,procure and maintain insurance fo r the Building in amounts and type of coverage(s)which are reasonable and customaryfor a similarly situated building in the area.In addition,Tenant shall procure and maintain throughout the Term the following insurances:(a) commercial general liability insurance policy,listing the landlord as"additional ins ured',with respect to I i abiiityarisin gout of the use,occupancy or maintenance of th a Premises and all areas ap purtenant th ereto,to afford protection with res ped to bodi ly i n jury,death or property damage wi ih a l i mit of not I ess th an Two Million Dollars($2,D00,000.00)per occurrence,Three Million Dollars($3,000,000.00)general aggregate arising out of any one occurrence;(b)al l-ri sk p roperty insurance policy,written at full replacement cost covering all of Tenant's personal property in the Premises(including,without limitation,inventory,trade fixtures,furniture and otherproperty removable by Tenant underthe provisionsof this Lease)and all leasehold improvements installed inthe Premises by or on behalfof Tenant;(c)worker's compensation insurance in at least the statutori y required amounts;and(d)business interruption insurance sufficient lo cover a p eriod of not I ess th an nine(9)months of the Rent and other payment Obligations of Tenant under this Lease.Notwithstanding th a abo ve,the above amounts shall be subject to increase at anytime,from time to time,if Landlord in the exercise of tis commercially reasonable discretlon,shall deem it necessary for ad eq uate protection.Within seven(7)days after demand therefore by Landlord,Tenant shall furnish Landlord with evidenoe that such insurance requirements h ave been complied with. 8.2 Tenant's insuranceshall be in aform reasonably acceptable to Landlord,with an insurance company reasonably acceptahl a to Landlord,licensed to transact business in the State of Florida,and shall not contain a d ed ucti ble in excess of TwentyThousand Dollars($20,000.00).Landlord and LandlonTs mortgagee,if any,shall be named as additional insureds under Tenant's commercial general liability and comprehensive automobile liability insurance,and such i n surance sh all be on an o ecurrence basis and primary and non-contributing with an y i n surance carried by Landlord.Tenant's insurance policies shall contain endorsements requiring thirty(30)days'n otice to Landlord and Lan diord's mortgagee,if any,p rior to any can cell ation or an y reduction in the amount of coverage.Tenant shall deliver to Landlord as a condition precedent to its taking occupancy of the Premises,certificates evidencing Tenant's insurance policies,and shall at I east th i rty(30)days p rior to the expiration of such policies d eliverto Landlord certificates evidencing the renewal of such policies,in a form reasonably acceptable to Landlord. 8.3 To the extent not prohibited by law and excluding the Excluded Matters,Tenant agrees to and herebydoes indemnify,protect,defend(by counsel acceptable to Land/ord)an d hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free an d harmless from an d against any and al I cl aims,demands,damages,I aws uits an d other proceedings,costs,and expenses(i nclud",without limitation,reasonable attorneys'fees)arising directly or indirectly from oro ut of,o r in any way connected withloss of life,bodily injuryand/or d a mage to the Bui(ding,o rth a environment,ari singfrom or out of th e o ccupancy or use by Tenant of the Prem!ses o r any p art thereof or any other partof th a Building,occasioned wh o II y or i n part by any actor omission of Tenantand Tenant Parties,caused by,incurred or resulting from Tenant's operations oforrelating in any mannerto the Premises,whether relatingto their alternation,maintenance or use by Ten an t or an y person thereon,or Tenant's fai lureto fully and timely comply with the terms,covenants and conditions of this Lease. Tenant's obligations underthis Section shall survive for One Hundred and Eighty(180)days after the expiration or termination of this Lease. 8.4 Tenant and Landlord release each other andwalveanyrightofrecoveryagainsteachotherforlossordamagetothairrespectiveproperty,which occurs on or about the Building(whether due to the negligence of either party,their agents,employees,licensees,invitees or otherwise),to the extent that such loss or damage is reimbursed by insurance proceeds.Tenant and Landlord agrees that all policies of insurance o bta ined by either of them shall contain appropriate waiver of subrogation clauses. 9. COMMON ARI=AS.NIA 10. TENANT'S PROPERTY.Furnishings,trade fixtures and equipment installed by Tenant shall be the propertyof Tenant,subject to Sections 17 below, Upon expiration o r earlier termination of the Term,if there is then no Event o f Default,Tenant may remove any such property and shall repair the Premises lo the same condition as when the Term commenced,ordinary wear and tear excepted.If Tenant fails to remove such property as req aired herein within thirty (30)days of Landlord's written notice to Tenant,it shall be d eemed abandoned without further notice or court action,and may be removed,stored anddisposed of in Land lord's so le discretion,at Tenant's expense,witha A an y liability to Landlord. 11. ALTERATIONS BY TENANT.Tenant shall not make any structural alteration("Alteration")in the Premises without the prior written consent of Landlord,which consent shall not be unreasonably withheld.All Alterations,including without lirritation,partitions and equ ipment(except movable lulmt nm 1039440`307 82 Lv2 { and fixtures installed at Tenant's expense removable without damaging the Building or the Premises)shall bed one in a good and workmanlike manner with first quality materials,and shall become Landlord's property at the expiration or earlier termination of the Term. Notwithstanding anything herein to the contrary,al I of the Tenant's Work set forth in Exh ibif"A"i s already approved by the Landlord. 12. ASSIGNMENT:SUBLETTING: The identityand financial position of Tenant is material consideration of Landlord entering intothis Leas a Tenant s all not transfer this Lease,except as provided in this Section 12.For purposes of this Section 12,a"transfer"shall mean any of the following:(i)an assignment of this Lease;(it)a collateral assignment,mortgage or otherencumbrance involving this Lease;(iii)a sublease,license agreement or other agreement permitting al I o r an y portion of the Premises to be used by others;and(iv)a change or conversion in the form of entity of Tenant or any transferee o r an y entity controlling any of them which has the effect of limiting the liability of an y of the partners,members o rother owners of the an tity.As used in this Section 12,the term "transferee"shall include,without limitation,any assignee or subtenant of Tenant or any party involved in any of the othertransactions or events constituting a transfer.Any transfer made without Landlord's consent,which consent shall not be unreasonablywithheld shall be voidable by Landlord.Landlord shall respond to Tenant's request within twenty(20)days after receipt of such transfer request(including commercially reasonable requested financial documents provided),and the fai lure to do so s hall be deemed an approval by Landlord of such request.Any transfer must be in writing and si gned by Tenant and transferee.The acceptance of Rent from a transferee or any p erson o r entity other than Tenants hall neither be deemed a wai ver of an y p rovision of this Lease no r a consent to the transfer.If Landlord steal I consent to a transfer,the transferee shall assume all obligations of Tenant h ereunderand n eitherTenant nor transferee shall be relieved of any liability hereunder if th ereshould be an Event of Default by transferee i n th a performance of any of the terms,covenants and conditions hereof.Tenant shall pay,as Additional Rent,consideration i n excess of th a Rent herein,an d al I of Landlord's administrative costs,reasonable attorneys fees and processing costs in connection with its consent regardless ofwhetheror not Landlord consents to any such transfer.Tenantwaives any remedy for money damages(nor shall Tenant claim any money damages by way of setoff,counterclaim or defense)based on any claim that Landlord has un reaso nabl y withheld,delayed or conditioned its consent to a proposed transfer under this Lease.Tenant's sole remedy i n such an event shall be to i nsti AB an action or proceeding seeking specific performance,injunctive relief or declaratoryjudgment. 13. IL ENS.Notwithstanding anything to th a co ntraryin this Lease,Tenant shall never,underan y circumstances,h ave th a powerto subject Landlords i n terest in the Premises or Building to an y i iens of any kind nor steal I an y provision in this Lease be construed as emp owedng Tenant to en cumber o r cause Tenantto encumber the title or interest of Landlord in the Premisesor Building.In orderto complywith theprovisionsof Section 713.10 Florida Statutes,itis specifically provided that neither Tenant nor anyone claiming by,through or under Tenant, including, without limitation, contractors, subcontractors, materialmen,mechanics and laborers,shall have any right to file or place any kind of lien whatsoever upon the Premises or Building or any improvement thereon,and anysuch liens are specifically prohibited.All p arti es wi th whom Tenant may deal are put o n notice that Tenant h as no p owerto subject Landlords interest to any claim or lien of any kind orcharacter,and al I such persons so dealing with Tenant must look solely to the credit of Tenant,and not to Landlord's interest or assets.Tenant shal I put all such parties with whom Ten ant may deal on notice of the terms of this Section.If at any time a I ien or encumbrance is filed against the Premises orBuilding as a result of Tenant's work,materials orobligations,Tenantshall promptly d ischarg a said lien or encumbrance,and 9 said lien or encumbrance has not been removed wi thin thirty(30)days from the date it is filed,Ten ant sh ali d eposit with Landlord cash in an amount eq ual to one hundred fifty percent(150%)of the amount of any such I i en or encumbrance,lobe held by Landlord(without interest)until any such lien or encumbrance is discharged. 14. CASUALTYlDAMAGEAND DESTRUCTION. As used herein,"Partial Damage"means damage or destruction to the Buildingto the extent that the co st of repair is less than fifty percent(50%)but more than twen ty p ercent(20%)of the fair market val ue of the Building immediately prior to such damage or destruction.if at an y time during the Term there is Partial Damage,Landlord must repair such damage within ninety(90)days of the casualty,in which event this Lease shall continue in full force and effect. If Premises cannot be full repaired within such ninety(90)day period,Tenant shall have the exclusive right to terminate this tease. As used herein,"Total Destruction"mearts damage or destruction to the Building to the extentthatthe cost of repair is fifty percent (50%)or more of the fair market value of the Building immediately prior to such damage or destruction. If at anytime during the Term there is a Total Destruction,Landlord and Tenantshall each have the option to terminate this Lease by notifying in writing of such termination within thirty(30)days after the date of such Total Destruction,and in the event of such termination the Rent shall be paid only to the date of such Total Destruction.If neither party elects to termi n ate this tease,Landlord shall,within thirty(30)days after the date of such Total Destruction,commence to repair and restore the Premises and shall proceed with reasonable diligence to restore the Premises,within sic(6)months of the date of the casualty,to substantial ty th a same condition in which it was immed iately priorto the happening of the Total Destruction.If Landlord restores the Premises pursuant to this Section in connection with Partial Damage ora Total Destruction,Rent for the period during which such damage o rrestoration continues sh all abate in proportion to the degree to which Tenant's use of the Premises is impaired. 15. ACQESS . Tenant shall permit Landlord to enter the Premises at all reasonable times,upon reasonable prior notice to Tenant,for the purposes of inspecting and repairing the Premises and of ascertaining compliance by Tenant with the provisions of this Lease.Landlord shall use reasonable efforts so as to minimize any disruption of Tenant.Upon forty-eight(48)hours prior written notice to Walter Ronald Smith,11,or later approved Tenant,which notice may be delivered by email,Landlord may show the Premises to prospective purchasers,tenants ormo rtgagees at anytime.Landlord,o r its agents may en terthe Premises,forcibly in the event of an emergency,without liability and without such entry constituting an eviction of Tenant, and without incurring liability for trespassor causing atermination ofthis Lease. 16. SIGNS.AlIsig nsand symbols inoraboutdoors,wMowsorelsewhereinorabout the Promises shall besubject toall Governmental Regulalions and s h all be i n co mpi iance with such Governmental Regulations.Tenant sh all,throughout the Term,main tain al I Ten ant signs in good condition and repair. Upon expiration ortermination of this Lease,all Tenant signs shall be removed and anyd amage resulting therefrom shall be p romptly repaired,orsuc h removal and repair may be done by Landlord and the cost thereof charged to Tenant as Additional Rent hereunder.The obligation to remove and repair any such signage shall survive the expiration or termination of this Lease. 17. TENANT'S DEFAULT. 17.1 All rights andremedie ,ofLandlordhereinenumeratedshatlbecumulative,andnoneshallexcludeanyotherrightsorrernediesallowedbylaw,statute orinequity. The occurrence of any of the following shal I constitute an"Event of Default"ofth is Lease by Tenant:(i)Tenant shall fall totimelypay all orany part of any install ment of Rent or any o thercharges hereunder and such failures hall remain un cured within five(5)days after notice from Landlord(provided, however,that Landlord n of g Ive such notice not mo re th an two(2)times in any twelve(12)month period);(it)provided the Event o f Default does not involve an emergency that must be addressed in a shorter time frame,Ten ant shall violate or fail to perform any of th a other terms,covenants or conditions of this Lease,and such violation or failure shall remain uncured within fifteen(15)days after notice from Landlord or,if such violation or failure shall reasonably require to ngerth an fifteen(15)days to cure as a result of non-finana at ci rcumstances o utside of Tenant's control,and Tenant s h ail fail to commence cuing within such fifteen(15)days period and continuously p roseaAe the curing thereof with due diligence(such period not to exceed sixty(60)days); (iii)Tenant shall make a general assignment for the benefit of its creditors or shall file or have filed involuntarily against Tenant,a petition for bankruptcyor other reorganization,liquidation,dissolution orsimilar relief;(iv)a proceeding is filed against Tenant seekingany relief mentioned in(iii)above and said prooeeding is not discharged within sixty(60)days of the filing thereof,(v)Tenant shallvacatethe Premises; or(vi)Tenantshallmortgage,assignor olherwiseencumber its leasehold interest other than as specirncallypermitted under this Lease.The notioes of defaults to beg iven underth is Section 17.1 maybe the same as th 1039440\30 53821.v2 notice required under Section 83.20,Florida Statutes or any successor statute,and this Lease small not be construed to require Landlord to give two(2) separate notices to Tenant before proceeding with any remedies. 17,2 Upon the occurrence of any Event of Default,Landlord may,in its soled iscreti on,with or without notice or demand of any kind to Tenant or any otherperson,have anyone or more of the following remedies,cumulatively,in addition to all other rights and remedies provided by law,by statute,in equity or otherwise or elsewhere herein,as follows: (i)terminate Tenant's possessory rights to the Premises without terminating the Lease,effective upon the later of the giving of notice to Tenant or the dals stated in such notice,and Landlord may re-enter and take possession of the Premises and remove any property contained therein.Such re-entry shall not constitute a forfeiture of any Rents to be paid and the terms,covenants and conditions to be kept and performed hereunder by Tenant for the full Term.In the event of such re-entry,Landlord shall use commercially reasonable efforts,to lease the same or portions thereof for such periods of time,rentals,use and terms,covenants and conditi ons as Landlord may elect in its soled incretion,applying th a net rentals from resetting fi rst to th a payment of Landlord's expenses incurred in dispossessing Tenant,alterations and repairs in the Premises to enable Landlord to relet,and brokerage commissions and other necessary expenses in connection with re-letting.The balance,if any,sh all be applied by Landlord,from time to time,on account of paymentsd ue or payable by Tenant hereunder,with the right reserved to Landlord to bring proceedings for the recovery of any deficits remaining unpaid from ti me to time without obligallon b await th a end of the Term h ereoffo r th e fi nal determination o f Tenant's account,i ncluding without limitation,acceleration of the present value o f all monetary obligations payable by Tenant fo rth a balance of the Term,using five percent(5%)as the discount factor.The fal lure or ref usal of Landlord to relet the Premises or any p art th ereof shall not release or affect Ten ant's liability for damages.Landlord may make such alterations,repairs and replacements in the Premises as Landlord,in its sole d iscxetion,considers advisable and necessary fo r th a purpose of re-letting the Premises;and the making of such alterations,repairs and replacements shall not operate o r be construed to release Tenant from liability hereunder as aforesaid; (ii)INTENTIONALLY DELETED, (iii)en force the provisions ofthis Lease and protect Landlord by suit(s)in equity or at law forspecific performance of anyterms,covenants or coni lions of bis Lease,and for the enforcement of any other legal orequitable remedy,including without limitation,(a)injunctive relief,(b)recovery of all monies due or to become due from Tenant under an y of the p rov isi ons of this Lease,and(c)an y o ther d amages incurred by Landlord by reason of Tenant's d efauk un der this Lease;an d (iv)institute a distress for rent action and obtain a distresswrit under Sections 83.11 through 83.19,Florida Statutes;and If Landlord exercises any of the remedies provided for in clauses(i)or(ii)above,Tenant shall i mmed lately vacate and surrender possession of the Premises to Landlord in the condition specified in Section 38 of this Lease. 17.3 All p ro perty wh is h may be removed from the Premises by Landlord following an Event of Default p urs uant to this Lease or law to wh ich Tenant is or may be entitled may be removed or stored by Landlord at th a sole risk,cost and expense of Tenant,and Landlord shall in no event be responsible for its safekeeping.Tenant shall payto Landlord, upon demand as Additional Rent,all expenses incurred in such removal and all storage charges against such property.Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty(30)days after the expiration or termi n ation of the Term shat be co nc lusively d eemed to have been forever abandoned by Ten ant an d may si th er be retained by L an dlord as its p roperly or may be d i s posed of i n such man ner as Landlord may see fit,In Landlord's s ale d iscretion.The proceeds of any sale shall be applied,fi rst io the costs of such sale,seco nd to any costs of storage an d removal,th i rd to the payment of any d amages o r othe r sums of money which may be d ue from Ten ant to Landlord under any of the terms hereof an d th a balance,if any,to be paid to Tenant o r whosoevershal I be anti tled to the same. 17.4 Tenant agrees,that if it shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease,Landlord may,but shall not be obligated to,and after reasonable notice and without waiving,or releasing Tenant from any obligation underth is Lease, make such payment or perform such otheracttothe extent Landlord,in its sole discretion,may deem desirable,and in connectiontherewith may payexpenses and employ counsel,and al I sums so paid by Landlord tc getherwith interest th ereon at th a rate of eighteen percent(18%)per an num o r the maxi mum legal interest rate(whichever is I ower)from the dab of payment and a man agement fee of fifteen peroent(15%)of th a cost of worts performed shall paid as Additional Ren t wi th the next due instalment of Rent. 17.5 Tenantshall pay a latecharge("Late ChargelofTwo Hundred Fifty Dotiars($250.00)with each payment not received within five(5)daysof when d ue as an ad mini strati ve fee.The tate Charge shall not be construed to extend the required payment d ate fo r an y s ums to be paid by Ten auto r relieve Tenant of its obligations to timely pay all such Items.Notwithstanding the imposition of a Late Charge,an Event of Default by Tenant shail occur if any of Tenant's payments are n of ti mely made,and neither demand nor collection by Lan dl ord of a such Late Charge shall be construed as a cure fo r such Event of Default.If any of Tenant's checks for Rent are dishonored by Tenant's bank,Tenant shall,in addition to a Late Charge,pay a service charge to Landlord covering administrative expenses relating thereto in the amount of Two Hundred Dollars($200.00)per such check. If during the Term more than two(2) of Tenant's checks are so dishonored by Tenants bank,then Landlord,in its solediscretion,may,withoutwaiving any of Landlord's rights and remedies,require all future Rentto bepaid by cashier's check or money orderonly. 17.6 In add i tion to the Late Charge,any payments required to be made by Tenant un d er th is Lease not made by Ten ant within seven(7)d ays of when due orwithin any cure period,if any,shall,from the date when the particular amount became due to the date of payment thereof to Landlord,beer interest at the rate of eighteen percent(18°/6)per annurn orth e maximum lawful rate of interest allowed bylaw(whichever is lower). Notwithstandinganylhing to the contrary in this Lease,Landlord does not expectto charge,accept,orco Ilect any Late Charge or interest greater than the highest legal rate of in lerest under the laws of the State of Florida. 17.7 In the event of a breach or anticipatory breach by Tenant of an yof th a terms,covenants and condilions of this Lease,Landlord steal I have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry,summary proceedings and other remedies were not herein provided for,Mention in this Lease of any particular remedy shall not preclude Landlord from exercise of any other remedy,i n law,statute or in equity, cumulatively.Notwithstanding the above,following and Event of Default,Tenantshali pay al I costs,expenses,and atto mays'fees,reasonably incurred orpaid at any time by Landlord,including initial collection efforts and continuing through all litigation,appeals and any postjudgment execution efforts until fully satisfied,because of the failure of Tenant to perform and comply with the terms,covenants an d condi tions of this Lease. 18. INTENTIONALLY DELETED 19. INTENTIONALLY DELETED 20, WAIVER.This Lease constitutes the entire ag reement between the parties,and shall not be amended o rmoditied except in wriing 10394401307 821.v2 Ur° signed by both parties. Fail Lye of Landlord or Tenant to exercise any of its rights in one or more instances shall not be construed as a waiver of Landlords right to strict performance of such rights or as to any subseque-ntbreach of any such rights. 21. N Tt E .All notices and communications required under this Lease or otherwise between Landlord and Tenant shall be in writing,del ivered in person or sent with postage prepaid by United States Certified Mail,return receipt requested,orreceipted overnight courier service,addressed to the partes, as follows: AS TO TENANT: AS TO LANDLORD: Southern Golf Gars 501 N Federal Hwy LLC Walter Ronald Smith,11 P.O.Box 158 425 NE 4th St. Boynton Beach,FL 33425 Boynton Beach,FL 33435 -,ne",�)ual c,� (Yr, abi no ton,,rgj,,os((,`i)beIIs aulh.nx,4 11-11111-11................I......... .--- Service shall be deemed effective upon receipt or refusal to accept receipt. The parties agree that email shall not be a sufficient method of delivering any notice required to beg iven pursuant to the terms this Lease. Either party by written notice to the other may designate additional parties to receive copiesof notices sent to it. Such designees may be changed by written notice.Either party may at anytime,in the manner set forth forgiving notice to the other, designate ad ifferent address to which notice and communication to it shall be sent. 22. EXHIBITS.All exhibits, if any,attached hereto are made apart of this Lease by reference and the terms,covenants, and conditions thereof shall control over any inconsistent provisions of this Lease. 23. LIMITATION OF LANDLORD'S LIABILITY,Th er term"Landlord"as used h erein shall mean only the owner(s),atthe time in question,of the feetile to the Building,In the event of any transferof such title or interest.Landlord herein named(and in thecase of any subsequent transfers,then the grantor)shall be relieved fromand after the date of such transfer of all liability in respect of Landlord"s obligations thereafter to be performed,provided that anyfunds in the hand sof Landlord or thethen grantorat the time of such transfer,in which Tenant has an interest,shall bedelivered to th e grantee and such grantee assuiTies, all obligations of Landlord under this Lease.The obligations contained in this Lease to be performed by Landlord shall,subject to the above,be binding on Landlord's successors and assigns,onlycluring theirrespective periods of ownership.The obligations of Landlord underthis Lease do not constitute personal obligations of Landlord or its individual partners, shareholders, directors,officers,employees and agents, and Tenant shall look solely to Landlord's then existing interest in the Premises,and to no other assets,forsatisfaction of any liability in respect of this Lease,and will riot seek recourse against Landlord's i ndivrdual partners,shareholders,directors,officers,employees or agents,orany of their personal assets for such satisfaction,No other properties oraseIS of Landlord shall be subject to levy,execution,or other enforcement procedures for the satisfaction of any judgment(or other judicial process)or for the satisfaction of any other remedy of Tenant arising out of or in connection with th is Lease,the relationship a f landlord and tenant,or Tenant's use of the Premises. 24. LANDLORD'S RESERVED RlGHTS.Landlord reservesthe right at any time to(I)establish,modify and enforce reasonable rules an d regulations from time to time with respect to the Building which are consistent with Tenant's Permitted Use,do not interfere with Tenant's reasonable enjoyment of the Premises and are consistent wile the rules and regulations attached hereto as Exhibit"B"; (d)make changes or revisions to the Building,including without limitation,additions,subtractions,rearrangements or modifications,provided that such changes are acceptable to Tenant,to which such changes cannot be unreasonablywithhold so long as said changesarefor the preservation of the Building or safety rel ated;and(iii)sell the Building(oranyportion(s)thereof) and assign this Lease,the Deposit and Prepaid Rerittothe purchaser,and upon such assignment by Landlord and assumption bypurchaserof all oflandlords obligations under the Lease,Landlord shall be released from all subsequent obligations under this Lease and Tenet agrees to attomto such purchaser,or any othersuccessor or assignof Landlord through foreclosure or deed in lieu of foreclosure orotherwise,and to recognize s uch person as successor Landlord underthis Lease.Landlord shall have the right to erectin connection with anyconstruction temporary scaffolds and other aids to construction on the exterior of the Premises and Building,provided that access to the Premises shall not be denied;and to install,maintain,repairand replace within the Premises pipes, ducts, conduits,wires and all other mechanical equipment serving the Budding in connection with Landlord's maintenance and repair obligations set forth herein,allot which shall be done in a manner that will not unreasonably deny Tenant's use thereof.. 25, ESTOPPEL CERTIFICATE. Within ten(10)calendar days after written demand by Landlord and receipt of the requested certificate,Tenant shall execute and deliver(in recordable form)a certificate to any proposed mortgagee or purchaser,orto Landlord,togetherwith a true and correct copy of this Lease, certifying(with such exceptions or modifications as may be asserted by Tenant in good faith)that(i)this Lease is in full force and effect without modification,(ii)the amount of Prepaid Rent and Deposit paid by Ten ant to Landlord,(Ji)Landlord has performed all of its obligations under this Lease and there are no defenses,counterclaims,deductions or offsets outstanding orotherexcuses for Tenant's performance under this Lease,and(iv)anyother fact reasonably requested by Landlord or proposed mortgagee or purchaser, Landlord may present to Tenant a form of such certificate,and Tenant's faillure to properly execute and deliver such form of certificate(with such exceptions or modifications noted therein as maybe asserted by Tenant in good faith)within ten (10)days after request therefore shall be conclusive upon Tenant as to the truth of all such statements,maybe relied on by any person holding or proposing to acquire an interest in the Building or any part thereof or this Lease from or through the other party,and that this Lease is unmodified and in full farce and effect.Further,Tenant's failure to properly execute and deliver such form of certificate within ten(10)calendar days after its receipt of same and Landlord's written request therefore by Landlord shall,at Landlord's option,bean Event of Default,not subject to cure. 26, ACCORD AND SATISFACTION,No receipt and retention by Landlord of any paymentten dared by Tenant in connection with this Lease shall give rise to o r support or constitute an accord or satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary,unless Landlord expressly agrees to an accord and satisfaction,or a compromise orothersettlement,in a separatewrifing duly executed by Landlord.Landlord may receive and retain any and all payments so tendered,notwithstanding any accompanying instructions by Tenant to the contrary.Landlord will been tilled to treat anysuch payments as received on acciount of Rentinterest,expense ordamage,in such amounts and in such order as Landlord determines in Landlord's sole discretion. 27. SEVERABILITY.The parties intend this Lease be legadyvaid and enforceable in accordance with all of its terms,covenants and condition s to the fullest extent permitted by law. Ifany term, covenant or condition hereof shall be invalid or unenforceable,the parties agree that such term,covenant or condition shall be stricken from this Lease,the same as if it had never been contained heron. 28, SUBORDINATION.The rights of Tenant are and shall be,at the election of any mortgagee,subordinate to such lien of any mortgage or the lien resulting from any other method of financing or refinancing,nowor hereafter in force against the Premises,and to al ladv ances made or hereafterto be made upon the security thereof("Superior Instruments"),as applicable.This Section 28 shall be self-operative and no further instrument of subordination shall be required by any mortgagee.Tenant ag rees upon request of Landlord,from time to time,to execute whatever documentation may be reasonably required to effect subordination. 1039440'30785392 t.Q ........... ......M................................. 29. TIME.Time is of the essence of this Lease and applies to all terms,covenants,and conditions contained herein.All"days"set forth in this Lease shall be deemed to be"calendar days"unless specified to the contrary. 30. SUCCESSORS AND ASSIGNS.All terms,covenants and conditions to be observed and performed by Tenant hereundershall be applicable to and binding upon Tenant's respective heirs,administrators,executors,and permitted successors and assigns. 31. REL6JIONSHIP OF P6BTIES.Anythinginth is Lease to the contrary notwithstanding,it is agreed that Landlord shall in no event be d eemed to be a partner of Tenant in the conduct of its business nor s hal I Landlord be liable for any debts incurred by Tenant in the conduct of its business.The relationship of the parties during the Term shall at at l times be that of I andlord and tenant. 32. CAPTIONS MD SECTION NUMBERS.The captions and section numbers are for convenience of reference onlyand in noway used to construe or mod ity the provisions in this Lease.Whether or not so stated in any particular provision of this Lease,each and every term,covenant and condition on Tenant's part hereunder constitutes a material i ndueement fo r Landlord to enter into this Lease. 33. AUTHORITY:LIABILITY. If Tenant signs as a corporation,partnership,or other entity,each of the persons executing this Lease,on behalf of Tenant,does hereby covenant and warrant to Landlord that Tenant is duly authorized to transact business,is in good standing and existing,is qualified to do business in the State of Florida,has full right and authority to enterinto this Lease,and the persons signing on behalf of Tenant were authorized to do so.K two(2)or more individuals,corporations,p arinerships o r other business associations(or any combination of two(2)or more thereot)shall sign this Lease as Tenant,the liability of each such individual,corporation,partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to bejoint and several and all notices,payments and agreements given or made by,with orto any one of such indivi duals,corporations, partnerships,or other business associations shall be deemed to have been given or made by,with or to all of them. In like manner,if Tenant shall be a partnership a rother business ass odati on,the members of which are,by virtue of statute or federal law,subject to personal liability,th e I iability of each such member shall be joint and several. Nothing contained in this tease shall be construed so as to confer upon anyolher parry the rights of a third party beneficiary, except rights contained herein for the benefit of any mortgagee(s)of Landlord. 34, APPLICABLE LAW.This Lease shall be construed under the laws of the State of Florida.Should any provision of this Lease require judicial in terp retation,it is agreed by the parties hereto that the court i nterpreting it shat I not apply a p resumpti on that any such p rovi sion shall be more strictly construed ag ai n st the partywh o itself or th rough its agent prepared the same,as all parties have participated in the preparation of the provisions of this Lease and that all terms,covenants and conditions were n egctiable. 35. A KN WLED E ENT INDE NI Y AND HOLD HARMLESS. Tenant has inspected the PremisespriortoitsexecutionofthisLeaseandTenant hash ad the full opportunity to evaluate its condition and Tenant,by Tenant's taking possession of the Premises,acknowledges that Tenantis taking it in"AS IS"condition with no representations o rwarranties whatsoever by the Landlord,or Landlord's agents,as to its cond tion or compliance with any Governmental Requirements. Tenant acknowledgesth at throughout the Term,and any extension(s)thereto,that Tenant,at Tenant's sole cost and expense,shall cause the Premises to be in compliance with all Governmental Requirements. To the extent not prohibited bylaw and excluding the Excluded Matters,Tenant agrees to and hereby does indemnify,protect,defend and hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free and harmless from and against any and all claims,demands,damages,lawsuits wherein it is alleged the Premises is in violation of any Governmental Requirements,including but n of limited to any lawsuit oraction al leging a violation of the Federal American with Disabilities Act("ADA'),oras amended thereto (and any state or other related ADA lawsuits/actions)and other proceedings,costs,and expenses(including,without limitation,reasonable attorneys'fees) arising d ifectly orin directlyfro m or out of,or i n anyway connected witch any claim,loss of life,bodily i nj ury and/or dam age to the Premises Orth a envirormuxht arising from or out oftheoccupancy or use byTenantofthePremisesor anypartthereof or any otherpartofthe Premises,occasioned wholly or in partby any act o r o mission of Tenant,o r Tenant's agents employees or i nvitees,caused by,incurred o r res to ting from Tenant's operations of or relating in any manner to the Premises,whether relating to alteration,maintenance or use by Tenant or any person thereon,or Tenant's failure to fully and timely comply with the terms,covenants and conditions of this tease or any applicable law,statute or code.In addition,Tenant acknowledges and agrees that as of the Lease Commencement Date,at Tenant's sole cost and expense,and subject to the Excluded Matters forwhich Tenant shall have no liability,Tenant is liable for maintainingthe Premises inaccordancewith all federal,stateand local laws,and isliableforall coststo cure and/or correct any violationof lawat Tenants soleexpense. Landlord shall have the right,but not the obligation,to perform such corrective work and Tenant will be req ui red to pay same within thirty(30) days of receipt of Landlord's invoice.Tenant's obligations under this Section shalt survive for One Hundred and Eighty(180)days after the expiration or termination of this Lease. 38. NDEMN TI N. If all or any part of the Premises shall betaken under power of eminent domain or like power,or sold under imminent threat thereof to any public authority or private entity having such power,this Lease shall terminate as to the part of the Premises so taken o rs of d,effective as of the date possession is required to be delivered to such authority or entity. Rent for the remaining Term shall be reduced in the proportion that the Premises is reduced by the taking, if a partial taking or sale of the Premises(i)reduces the size of the Premises by more than twenty percent(20%),or(ii)renders the Build!ng commercially unviable to Landlord(in Landlord's soled isc ration),Tenant in the case o f(i),or Landlord i n the cas a of(ii),may terminate this Lease by notice to the other patty within thirty(30)days after the terminating party receives written notice of the portion to be taken or sold,such termination to be effective when the portion is taken or sold. All condemnationawards and similaTpayments shall be paid and belong to Landlord,except any amounts awarded or paid specifically forTeriant'stradefixturesand relocation costs(provided such awards do not reduce Landlord's award). Without limiting thegeneralityof the foregoing,all I easehold interest awards shall belong to and be paid to Landlord,and Tenant shall execute any assignment or other documentation requested by Landlord to effectuatesuch award or payment. 37. BROKER INDEMNIFICATION.Tenant represents and warrants to Landlord that no broker or agent,other than Alan Sperling,negotiated or was instrumental in negotiating or consummating th is Lease,and Tenant shall indemnify Landlord against any losses,expenses(including reasonable attorneys' fees),cost or I lability incurred by Landlord as a result of a claim by any otherbroker o rfi nder. 38. SURRENDER OFPREMISES.Tenant agrees tosurrender toLandlord,atthe expiration orearlier termination ofthis Lease,the Premises in(i)as good oonditi on as the Premises were at the Lease Commencement Date,ordinary wear and tear excepted;(e)Tenantshall remove its trade fixtures,furnishings and equipmentfrom the Premises and shall repair any damage caused by such removal;and(iii)Tenant shall also remove all rubbish from the Premises. Provided that Landlord has given Tenant thirty(30)d ays'prior notice,Tenant hereby expressly authorizes Landlord as agent of Tenant,to remove such rubbish and make such repairs as maybe n ecessaty to restore the Premises to such condition at the sole cost and expense of Tenant.Theo blgation of Tenant and rights of Landlord under this Section 36 sh all survive the expiration or earliertermi nation of this Lease. 39, ATTORNEYSFEE$.Ifeitherpartyheretobringsanactiontoenforcethetermshereofordeclarerightshereunder,theprevailingpartyinanysuch action,on tri at or appeal,shall been titled to its costsand reasonable attorneys fees,including at I appeals from then on-prevailing party. V;5 10394401307853$21,x2 40. RECOR)INC.In no event shall this Lease or any memorandum ornotioethefeof be recorded. 41. FORCE MAJEURE.Landlord shall not be required to perform any term,covenant or conditionin this Lease so long as such performance is delayed or prevented by force majeure,which shall mean acts of God,pandemics(including but not limited to COVID-19,or related strains,mutations,o rvarAons of COVID-19)labor disputes(whether lawful or not),material or labor shortages,restrictions by any Governmental Authority,civil riots,floods,hurricanes,and any other cause not within the control of Landlord. 42. HAZARDOUS WASTE.Tenant shall neither cause nor permit:(i)the Premises to be used to manufacture,process,transport,store,handle,or dispose of,Hazardous Materials,exceptin compliance with all applcable Governmental Requirements,nor(ii)a release of Hazardous Materials onth the Premises on the partof Tenant,its agents,employees and invitees.Tenantshall defend,indemnify and hold harmless Landlord,and Landlord's employees, agents,officers and directors,from and against any claims,demands,damages,costs or expenses of any kind or nature,known or unknown contingent or otherwise(including,without limitation,attorneys'fees(including paralegals'and similar persons')at both the trial and appellate levels,consultant fees, investigation and laboratoryfees,court costs and litigation expenses),arising out of,or in any way related to the above or any violation of Govemmenlal Req uirements caused by Tenant,its agents,employees,invitees or customers.The term"Hazardous Materiae'includes,without limitation,any flammable explosives,radioactive materials,Hazardous Materials,hazardous wastes,hazardous ortoxicsubstancesor related materials defined in the Comprehensive Environmental Response,Compensation,and Liability Act of 1980, as amended (42 U.S.C. §§960 et seq.),the regulations adopted and publications promulgated pursuant to the fo regoing an d any other Governmental Requirements.The p rovisions of this Section shall be i n ad d ition to an yo/hero bligaions Tenant may hav eta Landlord at law or in equity under th is Lease,and shall survive the expiration or earlier termination of this Lease. 43. RADON QM,Radon is a naturally occurring radioactive gas that,when it hasaccumulated in a building in sufficient quantities,may present heath risks to persons who are exposed to it overtime. Levelsof radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your co unty public health unit, 44. WAIVER OF TRIAL BY JURY.Landlord and Tenant agree and WAIVE TRIAL BY JURY in any action,proceeding orcounterdaimbrought byeilher party ag ai nst th a other o n any matters arising o ut of or in anyway connected with this Lease.This waiver is made without d uress an d only after each party has consulted with l egal co unsel. 45. RENEWAL OPTIONS. Provided no Event of Default has occurred and is continuing as of the date Tenant seeks to exercise its renwd options, Tenant shall have two(2)options(each a"Renewal Option")to extend the Term of this Lease for an ad ditional five(5)year term(such 5 year renewal terms referred to as"First Renewal Term"and"Second Renewal Term"in Paragraph 1.1 of this Lease),provided that with respect to each of Tenant's ReneNd Options,Tenant g ives Landlord not less than one hundred twenty(120)days prior written notice,in advance of the expiration of the then current term,of ils election to proceed with a Renewal Option. Tenant's renewal options are independent from each otheran d Tenant may exercise its first Renewal Option for the First Renewal Term,without any o bl'igation to subsequently exercise its second Renewal Option. 46. LANDLORD'S OPTION TO TERMINATE THE LEASE. Landlord shall have the optionto terminate this Lease(the"Landlord'sOption to Terminate the Lease")subj ect to th a fo I lowing conditions:(i)th e fl rst eight(8)years of the Term of this Lease from the Lease Commencement Date(the"Blackout Period") have elapsed;(ii)Landlord shall provideTenantwith two(2)years'advancewritten notice("Landlord's Termination Option Notice')of its decision to demand a return of the Premises;(iii)Landlord shall pay to Tenant the sum of Fifty Thousand Dollars($50,000.00)(the"Termination Fee")contemporaneous with its delivery of Landlord's Termination Option Notice to Tenant(provided,however,that foreach additional ful I yearwh ich has elapsed subsequent to th a Blackout Period,the Termination Fee shall be reduced by$10,000);and(iv)Tenant shall have the right to vacate the Premises and terminate this Lease at any time fo Ilowi ng receipt of th a Land lord's Termination Option Notice,and no further Rent or other payments shall bed ue from Tenant to llowing its surrender of the Premises to landlord. In the event Landlord exercises Landlord's Option to Terminate the Lease,Tenant(Including any subtenant)shall execute a limited release,as reasonably required by the Landlord,and/or any other third parties,for the limited purpose of surrendering any rights of Tenant to possess the Premises following Landlord's termination of the Lease pursuant to this Section 46.Landlord shall reimburse Ten ant an amount eq ual to the unamortiasd cost (basad on a 39-year straight line depreciation calculati)n)of Tenant's capital improvements(as defined by the Intemat Revenue Service)to the Premises including,without limitation,all of the Ten ant's Work set fo dh on Exhibit"A",less any and all City of Boynbn Beach CRA funds received by the Tenant. 47. RIGHT QF FIRST REFUSAL. If during the term of this Lease,Landlord proposesto sell its interest in the Building to a third party,Landlord shall first notify Tenant of its intentions and provide Tenant with a rig ht offirst refusal as follows:Togetherwith Landlord's notice to Tenant of its intention to sell the Build!ng("Landlord's Notice'),Landlord shall provide to Tenant a copy of an executed contract from a willing buyer(the"Sales Contract"),detailing the terms and conditions upon which such buyerhas offered to purchase Landlord's interest in the Building. Tenant shal h we ten(10)calendar days from its receiptof Landlord's Notice to agree to purchase Landlord's interest in the Building on theterms and conditions contained in the Sales Contract. In the event Tenant fails to accept such proposal within such ten(10)calendar day period,Landlord shall have a period of s ix(6)months from the date of Landlord's Notice in which to sell the Building on terms which are no more favorable to a proposed buyer than contained in the Sales Contract. If Landlord proposes to sel the Building on terms more favorable than those contained in the Sales Contract(excl uding minor modifications or amendments that don ot materially changethe business terms contained in the Sale Contract as proposed),or beyond such six(6)month period, Landlord shall provide Tenant with another Landlord's Notice and Sales Contract proposing such subsequent sale,and Tenant shall have ten(10)calendar days from receipt of such notice to accept such revised offer,or Landlord shall befreeto sell the Building as provided above. 1039440130785382 Lv2 0 IN WITNESS WHEREOF,the respect veparteshave signed,sealed and delivered this Lease on the date and year written below. WITNESSES: LANDLORD: 501 N Feder , LLC,a Florida limfted liability company By: Sign Antfrny Mfwjo,Authorized Member Print 4JACA Date: Paij 2021 Sign ,int t WITTn t NESSES: TENANT: So uth er n G o If Cars,I n clrl� By: S,. n Walter Ronald Smith,It,Owner Date: 2021 Prier 1039440307S534� E)GODIT"A" TENANT'S WORK 1. Throughout the Building, install new commercial grade:(i) hurricane impact windows;and(ii) hurricane impact doors.Create a rear entrance to 501 Building. 2. Connect units/remove walls throughout the Building 3. Interior renovations. 4. Secure parking lot with decorative barriers on South and West Side of Property. install Stanchions on North side of property between two parking lots. Secure drivewayswith some type of barrier when building is not in use. S. Replace HVAC units as needed throughoutthe Building. 6. Remodel bathroom in Building, minimum one bathroom at Building. 7. Changefapde of Building to be cleanermore modern look. 8. Paint entire Building. 9. Replace outside lighting onfront and back if building exterior. 10. Remove interiorwalls and buildout interiorto make an open concept with a fewoffices in Building. 11. Install a flooring system consistent with a showroom/storefront look,epoxy flooring or porcelain or any othersimilar flooring seen fit by tenant. 12. Install signage on Building: Company Name and Manufacturer signage as required to meet dealer agreements. EXHIBIT"B" RULES AND REGULATIONS The following rules and regulations pertaining to the operation of the Building and the Premises have been promulgated by the Landlord, Wheneverinthese Rules and Regulations the word"Tenant"is used,it shall betaken to apply to and include the Tenant under the Lease and its agents,employees and inks. Similarly,the word"Landlord"shaliinclude the Landlord,its agents,employees,and invites. All capital ized terms shall have the meanings asset forth in the Lease. 1. All glass,window,door,and othersurfaces within the Premi sesshall be kept in an eat and clean condition at al I times by Tenant. Tenantshallkeep and maintain the interiorof the Premises orderly and in a neat and clean condition at all times. 1039440M7853821.v2 2. Water closets shall not be used foranypurposeolherth an those for which theywereconstructed and intended,and no sweepings,rubbish,ashes, newspapers,or anyothersubstanceofany kind shall bethrown inthese. Wasteful and excessive orun usual use of water is prohibited. 3. All trash should be disposed of in plasticbagsand placed in the Building d umpster. Wastebaskets are not to bed umpeddirectly into the dumpsler. In the event Tenant must d is pose of crates,boxes,etc.,which will not fit ink)the d umpster,it will be the responsibility of Tenant to d ispose o fsame at Tenant's sole cost and expense. 4. In ten tionaly d eleted. 5. In order to insure p roper use and care of the Building,Tenant shall not: a. Obstruct in anyway the sidewalks. b. Place floor mats a r otherobjects outside the interior boundaries of the Premises. c. Store,test,or use any materials in the Premises or elsewhere within the Building which could cause a fire or explosion or produce any fumes or vapors which would be harmful or objectionable to other tenants within the Building or Landlord or which might in any way increase or tend to increase the risk of fire or damage or the rate of fire insurance,orwhich will conflict with the regulations of the Rre Department or the fire laws,or with the rules and regulations now or hereafter promulgated by any public authorityor by the City of Boynton Beach or any equivalent body. Tenant shall comply with all ofthe rules and regulations,as promulgated from time to time,of the City of Boynton Beach and/or Palm Beach County Building Code,along with the City of Boynton Beach and/or Palm Beach County Fre Department. d. Usethe Premises as living orsleeping quarters. e. Usethe Premisesforany immoral orillegal purpose. f. Permitto do any cookingwithin the Premises without the express prior written consentof the Landlord. g. Intentionally d eleted. h. Inten tionaly deleted. i. Interferewith Landlord-furnished and main tai nedutilities. j. Change locks of any doors to or in the Premises without the prior written consent of the Landlord and without providing keys tothenew locks to the Landlord's property manager for emergency use. No additional locks or bolts of any kind shall be placed upon any of the doors and windowsof the Premises. k. Con ductauction,fire,or bankruptcy sales in the Premises. 6. Landlord shall have the right to amend or make such other and further reasonable rules and regulations as in the judgment of the Landlord may, from time to time,be needed for the safety,appearance,care,and cleanlnessof the Building and for the preservation of good order therein. Landlord shall not be responsible to Tenant for any violations of rules and regulations by other tenants. 7. Landlord may,upon request of any Tenant,waive compliance by such Tenant of any of the foregoing Rulesand Regulations,provided that(i)no waiver shall be effective unless signed by Landlord or Landlord's authorized agent;(ii)any such waivershall not relieve such Tenant from the o bI i g ation to co mpl ywith such Rules and Regulations in the future un less expressly consented to by Landlord;and(iii)no wai verexp cess lyg ranted to anyone or more Tenants shall relieve any other Tenant from the obligation of complying with all of these Rules and Regulations unless such other Tenant or Tenants have received a similar waiver,in writing,from the Landlord. 1039440\30785 3821.v2 GOOD GUY &ONE YEAR ROLLING LEASE. GUARANTY ONLY AFTER LIMITED GUARANTY OF FIRST FOUR YEARS OF THE LEASE ("G4ARANTY") In consideration of,and as an inducement for,the execution and delivery by 501 N FEDERAL HWY LLC, a Florida limited liability company ("Landlord") of the Lease dated April _, 2021 (the "Lease"), as Landlord, and SOUTHERN GOLF CARS INC., a Florida corporation ("Tenant"), as Tenant, leasing 425 NE 4th Street, Boynton Beach, Florida 33435 (the "Premises"), the receipt and adequacy of which are hereby acknowledged, WALTER RONALD SMITH, II (the "Guarantor") hereby, on behalf of himself and his heirs, administrators,executors, successors and assigns, unconditionally and absolutely guarantee to Landlord and its successors and assigns the full performance and observance of all of the rents and other sums to be paid, and the covenants, conditions, and agreements to be performed, by Tenant underthe Lease (such obligations being hereinafter referred to as the "Guaranteed Obligations"),without requiring any notice of non-payment, non-performance, non- observance, or non-compliance, or proof, notice,or demand whereby to charge Guarantor therefor, all of which Guarantor hereby expressly waives. Guarantor hereby further expressly covenants and agrees that neither the obligation northe liability of Guarantor hereunder shall in any way be terminated or otherwise affected, modified orimpaired by reason of Landlord's assertion against Tenant of,or Landlord's failure to assert against Tenant, any of the rights or remedies available to Landlord pursuant to the Lease or allowed at law or in equity, excepted as may be limited or capped herein. 2. The Guaranteed Obligations and Guarantor's obligations and liabilities under this Guaranty shall include all reasonable attorneys' fees and disbursements and all litigation costs and expenses incurred or payable by Landlord or for which Landlord may be responsible or liable, to enforce this Guaranty or the Lease, provided, however, notwithstanding anything to the contrary contained herein, in no event shall Guarantor's obligations and liabilities under this Guaranty exceed One Hundred Thousand and 001100 Dollars ($100,000.00), which is the maximum limit enforceable against the Guarantor under this Guaranty. 3. This Guaranty is an absolute and unconditional guaranty of payment and performance(and not of collection} Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects,joint and several,and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity relating to this Guaranty orthe obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person orentity relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforcethe obligations orliabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty orwith respect to the obligations orliabilities of Guarantor under this Guaranty. 4. Guarantor hereby covenants and agrees to and with Landlord and its successors and assigns, that Guarantor may bejoined in any action byoragainst Grantor in connectionwith the Lease, and that recovery may behad against Guarantor in such action or in any independent action against Guarantor. 5. Except as expressly limited under Section 8 below, this Guaranty shall be a continuing guaranty, and shall survive the Lease Expiration Date or the sooner termination of the Lease. Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall remain and continue in full force and effect as to, any amend ment, modification or extension of the Lease or the subletting of all or portions of the Lease Premises, and shall cover, apply to and incorporate all of the terms, covenants, conditions and other obligations of all such renewals, amendments, modifications, extension and sublettings(without need of any notice orconsent of Guarantor thereto) regardless of who occupies the Premises or whether or not any portion of the Premises is occupied. In the event of a permitted assignment of this Lease, the Guarantor will be fully released and substituted with a replacement guarantor ("Replacement Guarantor") provided that the Replacement Guarantor: (i) has a comparable net worth to the undersigned Guarantor, or has a verifiable minimum net worth of One Million and 001100 Dollars ($1,000,000.00); and (ii) the Replacement Guarantor executes a guaranty substantially similar to this Guaranty. 6. Additionally, Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall continue in full force and effect notwithstanding (i)the enforceability or unenforceability of any provision of the Lease or any such renewal, amendment, modification,extension thereof, or any assignment of the Lease (except when released and substituted with a Replacement Guarantor as set forth in Paragraph 5 of this Guaranty) for orany interest therein, orsublease of all or any portion of the Premises, (ii) any extension of timethat may be granted to Tenant or its successors orassigns, (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalinq of 1._;/V assets and liabilities, receivership, insolvency, bankruptcy, assignment forthe benefit of creditors, reorganization, arrangement or readjustment of, orother similar proceeding affecting the Tenant or any individual Guarantor or any of its ortheir assets or the disaffirmance, rejection or postponement in any such proceeding of any of Tenant's obligations or undertakings set forth in the Lease, or any individual Guarantor's obligations under this Guaranty, (iv) the merger or consolidation of the Tenant with any corporation, or the sale, divesture orother disposition of any or all of the interest of Guarantor in the Tenant or any entity controlling, controlled by or under common control with Tenant, or of any interest of Tenant or such controlling entity in any individual Guarantor or each and every Guarantor, (v) any modification, reduction or other limitation of the Guaranteed Obligations that may occur pursuant to any bankruptcy, insolvency, orsimilar proceeding affecting Tenant, or(vi) any event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or surety under the laws of the State of Florida orthe federal government. Without limiting the provisions of clause (v) above, this Guaranty s hall be determined, measured and calculated without taking into account any of the modifications, reductions or other limitations of the Guaranteed Obligations described in clause (v) above. Guarantor's obligations and liability under this Guaranty for the Guaranteed Obligations shall be determined as if no such modification, reduction or limitation had occurred, and accordingly, Guarantors obligations and liabilities underthis Guaranty may exceed Tenant's obligations and liabilities underthe Lease. For purposes hereof, "control" shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation orotherentity whether through the landlordship of voting securities, by contract orotherwise. T. Guarantor warrants and represents that he has the legal right and capacity to execute this Guaranty and that he will realize direct and substantial benefit from the Lease. In the event, and to the extent, that this Guaranty shall be held ineffective or unenforceable by any court of competent juhsd iction, then Guarantor shall be deemed to be a "Tenant" under the Lease with the same force and effect as if Guarantor were expressly named as a co-tenant therein with joint and several liability. 8. Notwithstanding anything to the contrary herein contained, provided Tenant: (i) has occupied the Premises for a minimum of four(4) years from the Lease Commencement Date (as defined in the Lease); (ii) is not in default under any of the terms, covenants, and conditions of the Lease, beyond an applicable cure period; (iii) gives Landlord not less than four(4) months prior written notice of its intention on a date certain to vacate the Premises (the "Surrender Date"); (iv)surrenders and delivers to Landlord vacant possession of the Premises (as defined in the Lease) on the Surrender Date, in the condition required by the Lease at the expiration of the Lease, then the liability of the Guarantor for payment and performance of the Guaranteed Obligations pursuant to this Guaranty shall be further limited to the payment of all Base Rent, Additional Rent and Tenant's Percentage Share of the amount of any increase forinsurance Expenses and Real Estate Taxes above those incurred during the Base Year from the Surrender Date, due collectively, for an additional period of a twelve (12) consecutive months period immediately following the Surrender Date which shall be accelerated and paid in full to Landlord in certified funds, or wire, on the Surrender Date (Tenant shall pay the same increase for Insurance Expenses and Real Estate Taxes equal to a sum of the last such payment). Notwithstanding the foregoing, nothing contained in this Guaranty shall release Tenant from any liability under the Lease or limit its liability thereunder. If any payment by Tenant or Guarantor shall be cancelled, set aside, rescinded oravoided in any bankruptcy, insolvency orotheraction or proceeding, this Guaranty shall be reinstated automatically. Landlord shall use commercially reasonable efforts to mitigate any liability of Guarantor under the Lease, or extension thereto, by expending the same efforts to re-let the Premises as Landlord utilized to obtain the current Tenant or a tenant forthe Premises. In the event Landlord eams income from a new tenant during the twelve month period following the Surrender Date, then such income earned during that twelve month period by Landlord shall first offset the full cost of a real estate commission earned by a professional who re-leases the Premises, if any, and then any additional income remaining from re-leasing the Premises shall be returned to the Guarantor, after Landlord's receipt of such payment, reducing the Guarantors one year rolling guaranteed obligation("Guarantor's One-Year Rolling Guaranteed Obligation") and be repaid to the Guarantor, but only if the Guarantor has previously made all required payments set forth in this Guaranty, 9. All of Landlord's rights and remedies under the Lease and/or under this Guaranty are intended to be distinct, separate and cumulative and no such: right or remedy therein or herein mentioned, whether exercised by Landlord or not, is intended to be in exclusion or a waiver of any of the others. This Guaranty cannot be modified, waived or terminated unless such modification, waiver or termination is in writing, signed by Landlord, 10. No failure or delay on the part of Landlord in exercising any right, power or privilege under this Guaranty shall operate as a waiver of or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof orthe exercise of any other right, power or privilege. 11. No payment by Guarantor pursuant to any provision hereof shall entitle Guarantor, by subrog ation or otherwise, to the rights of Landlord to any payment by Tenant or out of the property of Tenant, and Guarantor hereby waives such subrogation, except after payment in full of all sums owing by Landlord under the Lease. 12 As a further inducement to Landlord to make and enter into the Lease, Guarantor covenants and agrees that 1039440307853821.v2 .............................. ...... (i) in any action or proceeding brought in respect of this Guaranty, Guarantor hereby WAIVES TRIAL BY JURY, (ii) County or Circuit Court of the State of Florida forthe County of Palm Beach (or, in a case involving diversity of citizenship, the United States District Court forthe Southern District of Florida)shall have jurisdiction of any action or proceeding and (iii) service of any summons and complaints or other process in any such action or proceeding may be made by certified mail directed to Guarantor at the address below set forth, personal service being hereby waived. If service is made by certified mail, then service shall be deemed made three (3) days after same is so mailed. This Guaranty shall be enforced and construed in accordance with the laws, of the State of Florida and shall be binding upon and inure to the benefit of Landlord and Guarantor and their respective heirs, executors, administrators, legal representatives, successors and assigns. 13, Subject to the provisions of Section 8above,for purposes hereof.Guarantor shall be deemed to have breached is obligations underthis Guaranty and be in default hereunder in the event that any of the following events (each, a "Default") shall occur: a. Guarantor makes an assignment for the benefit of creditors or petitions or applies to any court for the appointmentof a trustee or receiver foritself orforany part of itsassets,orcommences any proceedings under any bankruptcy, insolvency, readjustment of debt or reorganization statute or law of any jurisdiction, whether now or hereafter in effect; or if any such petition or application is filed or any such proceed ings are commenced, and such entity by any act approves thereof, consents thereto or acquiesces therein; or an order is entered appointing any such trustee or receiver, or adjudicating such entity bankrupt or insolvent, or approving the petition in any such proceeding, or if any petition or application forany such proceeding orforthe appointment of atrustee or receiver is filed byany third party against any entity comprising Guaranto r or any entity with which any such entity consolidates forfinancial reporting purposes or their respective assets or any portion thereof, and any of the aforesaid proceedings is not dismissed within sixty (60)days of its filing-, or b. Guarantor shall fail to perform the Guaranteed Obligations within five (5) business d ays after written demand therefor. ca Specific only to this Paragraph 13, and should Paragraph 13(a) apply to the Guarantor, then the Guarantor's obligations and liabilities of this Guaranty shall be further limited and capped at One Hundred Thousand and 00/100 Dollars ($100,000m). 14. If Landlord is obligated by any bankruptcy or other law to repay to Guarantor ortoany trustee, receiver or other representative of any of them, any amounts previously paid, then this Guaranty shall be reinstated in the amount of such repayment. Landlord shall not be required to litigate or otherwise dispute its obligations to make such repayments if it is in good faith and on the advice of counsel believes,that such obligation exists. 15. Subject to the liabilities, obligations, and, capped financial limitations of this Guaranty, expressly set forth herein, Guarantor shall remain liable for the payment of amounts required by, and responsible for the observance of all of the covenants, agreements, terms, provisions and conditions of, this Guaranty, 1& If any provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be held void, unenforceable or invalid, then the remainder of this Guaranty or the application of such p rovision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affeced�ther y, and each provision of this Guaranty shall be valid and enforced to the fullest extent permitted by law. r IN WITNESS WHEREOF, the undersigned has executed this Guaranty on this day of ApAt 2021 GUARAN OR: WALTER RONALD SMITH, 11 Soo. Sec, No.: Date of Birth: Attached Driver's License: Yes or No (circle one) Home Address: S v 1039440\.A853921 ZI YV ..................... .: C 41 NATE OF FLORIDA ) ss: COUNTY OF� ,� The foregoing instrument was acknowledged before me by means of physical presence or ED online notarization, this - day Of .fes 21, by WALTER RONALD SMITH II. He is personally known to me, or has produced the following type of i entificati n ^ and who did not take an oath. I My Commission Expires: _ �{ ' Not ry P lic, Mate of Florida Print Name of Notary Commission No. ' G— LUIS ADIAZ My COMMISSION#GG 922646 EXPIRES:Frrbrua14,2024 '... `. Bodes}Tin NoUnderwfts i 103944W30785382 1.v2 I LO T 0 0 CD CSD CD eV c3J u"4 CD c "- I- C LD c U) v cu S' 0 C e 3 0 0 - - 0 N 0 U cn _0 LU (t5 O 0 f.3 m m s 2 U ui�ran� f L co —i . < EL W C) [7 C , CG ui Xu n U- u 0 Y EJ Z 0 LOLY5 ct (LJ 0 uj 2 cr- va LO (10 Ln LO " CD zr 6C) ra CN LO CS Car) CD u7 u i �v C) LOLO u� W W � LLJ L o u Cf) t— cn H 2 ZF— O co (r) cr u.i cam /�� - - uJ Q C3 C5 L9 Y.0 R.? I LO Lam... Lt7 LU cc * LL J CD� i19 (} ;- IX� J €7 z Lu U1 0U) Li- 0 d uLi- U (D U- 1 C Z {L3 < Lt? LU #- n G5 RENOVATIONS/601 N FederaMwy , BOYNTON BEACH 12. Secure parking lot with decorative barriers on south and west side of property. Install Stanchions on North side of property between two parking lots. Secure driveways with barriers for when buildings are not in use. 13. Complete bathroom remodel: Includes labor and material to replace flooring, toilet with American standard elongated and handicap height, install new wall hung sink and faucet American standard brand or equal including lever faucet, replace bathroom door, exhaust fan, light fixture and paint is included. New grab bars and signage. 14. Install Hvac units as needed throughout building-to include complete system- central air system. Ductworks and returns and thermostat. Insulate exposed ducts. has an existing unit. Price includes new ductwork, returns and thermostat. 15. Design and change facade of both buildings to a cleaner and modem took, remove facade and install fake suspension rods to existing facade. 16. Replace store front door and fixed windows glass to top of beam at front of store. Impact. Choice of clear or low e, tinted or frosted glass permit and installation included. Plans and permit included. Replace rear double door with new glass double door impact door. Replace single rear door with new impact glass door pre hung with hardware. Option of solid metal single rear door pre hung with hardware 17. Rear awning over rear entry double door approximately 8 feet x 5 feet choice of color and signage, drawings and permit and installation included 18. Exterior Paint of the complete walls of building , includes pressure washing and 1 coat of prime and 2 coats of paint, Benjamin Moore or equal 19. Replace outside lighting on front and rear of building 20. Remove all interior walls and buildout interior to make an open concept offices in demo cost building and 1 enclosed office in building. Build an equipment closet for phone and camera system 21. Install a non lit/ non electric signage on exterior of building . size up to 3feet x 10 feet Company name and as required to met dealer agreement. 22. Install a flooring system consistent with a showroom I storefront look, epoxy flooring , porcelain or vinyl flooring . flooring material allowance of 2.50s.f. installation included Materials samples to be provided by contractor or suggested by owner Baseboard to be wood 5 Y4" or vinyl cove base through out 23. General clean up included ARCHITECTURE 24. Prepare signed and seal architecture pians to be submitted to the building department 4. Cost of permit approx.. not included Total Fifty Thousand Two Hundred Dollars......... $50,200.00 TERMS AND CONDITIONS Contractor warrants labor for a period of one year from date of installation providing that no sums are due under this agreement. Warranty becomes void due to hurricane or acts of God. No statement, representation or agreement, written or verbal, not appearing upon the face of this agreement shall be binding upon the parties hereto. The client agrees to pay for reasonable attorney's fees in the event the contractor has to retain an attorney to collect any sums due under this contract whether or not a lawsuit is filed, i All balances due under this agreement shall bear interest rate at 18% per annum and unless otherwise stated.All balances become due and payable immediately upon completion of work. The client is responsible for any loss of materials once they have been installed. The owner is responsible for carrying proper insurance. The client will not hold the contractor responsible for any items that are damaged on site which occurred prior to construction or that are pointed out to owner as a potential problem. Contractor reserves the right to lien property if not paid the agreed to price. Contractor is not responsible for existing code violations or hidden defects that are not covered under this agreement. Modifications must be made using a change order only and must be signed by both parties. Note: this proposal may be withdrawn if not accepted within 30 days. Contractor warrants that upon completion of the Work, it shall comply with any and all applicable national, state, county and municipal codes, ordinances and regulations and the Florida Building Code 2020 edition and all amendments. Authorized Signature: Amir+le P Sandra Puerta Gen. Contractor Term and conditions: Payment schedule: payment of windows / doors store fronts directly to supplier (ABC supply Inc) at beginning of job to place order, payment of $5,000 to start work, draws required based on percentage of completion and balance at completion. Acceptance of proposal: The above prices, specifications, and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above. Signature: Date: 1c/ `�-C)-a BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.J. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Southern Golf Cars, Inc. located at 507 N. Federal Highway 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 Southern Golf Cars, Inc., located at 507 N. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - III). Southern Golf Cars, Inc. is the region's top-ranked dealer for golf cars. Southern Golf Cars is your one-stop shop for the hottest new recreational vehicles including utility, personal transport, and golf carts. They have been in operation since 1997 in Delray Beach. In 2021 the business decided to relocate and expand to three commercial properties totaling 11,164 square feet in Boynton Beach. Moving to Boynton allowed the business to expand by almost 50% in square footage. In addition to renovating and activating three vacant commercial properties, Southern Golf Cars will bring their current staff of 14 employees and also allow them to create eight additional full-time jobs ranging from a regional manager to sales managers to mechanics. Southern Golf Cars has been recognized by Yamaha Golf Car in receiving the President's Award and is a Club Car Black and Gold Elite dealer as well. The commercial property located at 507 N. Federal Highway will act as the business's showroom display center, showcasing all of the different top manufacturers and custom golf cars they offer. As the tenant of a commercial property, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for interior and exterior improvements including: changing the facade of the building to a more modern design, exterior paint, new impact doors and windows, parking lot improvements and an interior remodel. The total cost of eligible property improvements is approximately$60,500 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2021-2022 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA P LAN/P ROJ ECT/P ROG RAM: 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 Southern Golf Cars, Inc. located at 507 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Lease D Attachment IV - Project Quote BOYNTONT,4 =BEACH �CRA r" ullm"=Wlm fWUMN!1t e^v October 2021 — September , 2022 BOYNTON BEACH COMMUNITY ,.......ew._ . . _..�_—_�. ..____. . My 1 lA r i T ' i,, V r-N 1 GRANTPROGRAM Program ules 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 v-Gnt nmogram, app"'CalOn and to deify Nayeieeili at diiy Ll —fle It, 161 lib- *Uld id1w dubulutC 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 Bevnton Ruch_ThP term"PyWinn hl,ginwcc"maanc 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 "projecr means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. lWa Page 1 of 17 Property Improvement 100 East ocean Avenue,Wh Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is govemed by the "Florida Public Records Law"under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. 'nce"dve Fundis 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 ®vfdrlrar snrl in4annr®lomnnio of ihr. nrrw,w.,.a,.:.,6 „ ..i:..... .. -..--...... .. ... ...w..r. v.v...V.nv V9 •I.Y vV9.u.+v.v++.+e vNviuN9.y .aMG�. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.orgtgo- green/pace-proqram.php or by contacting the City of Bov_ nton 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 uir n Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: r Annlir-ant mi mat ho thA hi minsacc anf to !nr rl/h/a! nomad and fha nrinrinol mAtn®rc .'r ------ ----.-- -- ---- -..-... %-- -1-1-1 -..- ..... p..........r— v.......v named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. e Must be located within the BBCRA Area (see attached map). Must provide proof that the commercial business is properly licensed by all n,9ronn.,w,1,..,,.1.. „f.. ..a and..r..i....:. na! a:..... .. .. ►o......1_.. ••V V.+.+.+u•, ..,•�.+V V..J.Vtl V199111Yi16 iI19Y',,9 V14JJIVIIGI GJ.7V Wtf7{t V91Q V/QI,GIfWG.7/t9✓Vi.!/Ci0 of City and County licenses or receipts that the licenses have been applied for). Page 2of17 Prouerty Improvement 100 East Ocean Avenue,41i 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 BBC RA Board approval • Proposed leases must be executed within 30 days of BBC RA 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 histnry 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 rpnuirt-d M work in Rnvntnn Rparh Rnrl/nr Palm Raw+ r.minfu Pnr any projects valued more than$250,000(based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please r-nntart tha r'itv of Renton Ramr-h navoirnmant nannrfm,,,+ rfW4.2rA;W%.4 ►h® proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BSCRA Board approval,plus an added 20%contingency funding amount. Gmnt T.Un.dr, b%c 1VV1Y Fvi mppowwav VVUFF% 06JU apvtvvCu change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBC RA improvement grant may apply for aUMMUIMI W1011M 011Y t1111r. Clltttl JIVU Yt$dl, 1JU111 p[UVIUUb 9rd11t 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 BBC RA will perform a lien search on the property at a cost of i40.00, which wiii be deducted irorn any grant funaing awarcea to tne recipient. Page 3 of 17 Property improvement 100 East Ocean Avenue,4th Floor,Boynton Beach,Fl.33435-Phone:(561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • In order to receive the full amount of any awarded grant, the property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. (As further described below, applicants may request reimbursement for up to 50% of their grant award prior to completion of the project.) If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent)and application for reimbursement must be within 980 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 soles 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 exnen.RA to hA AlinihIA fnr PAimNimamanf nnra n rmmnlafa 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 llmitael fn narmita and Cifia nion r'nnrlMr7finn Annn^ftnt w,-4 nr,wl.s F r w..»,.:+.. --A --, , _......_ –... o..� r.®.. ............, p.p....w.....,.Mw..wp..� .W. V✓ §IIaoav"IRA 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 8BCRA the rights and use of photos and project • 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. Page 4 of 17 Property Improvement 100 East Ocean Avenue,41'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 a Flooring • Grease trap installation • HVAC system ® ADA Improvements • Electrical systems, • Hood &fire • Signage mill Irrinn avfarinr anri cl.nnr®c L inn M___1..:.-d ..._ 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/systern" R$New PACE EliaiblP affar hpri Rallow PANZ /nnf inril lrrinr/ 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. tnvilgibie 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 tl A 'i '11616411neni or 66CRA Board deiermine win noI • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area Page 5 of 17 lv6t Property Improvement 100 East Ocean Avenue,4t'Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com I ® CBD Retail stores Grant Terms and Conditions This nrnnt is diviefor4 info fhrca®tenrr of®liniltielitcr .+' — ..—'-- .•._� •••••••• ••.•••... ....y.v....'. w..u.. u.r..r.ry u.v anvvin 4V o aM a1Ti17 VQ36V on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant(the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project hoidnot aS cnw-Marl aF Fit®tern® of iapr A Qnnr�a ..,w..:.,....M. ..... a c .�.... ...p.y........., v.1:. vv u .npr...e1�,,,eI ouwaioic%J1$50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Hotels/ otels/Bed and Breakfast • Guui mui. r=vW Markei tine Board wiii 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 specked at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of uuv;;c�x : • Home Decor/Design — home • Boutiques—clothing, shoes fumishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Page 6 of 17 Property Improvement 140 East Ocean Avenue,4"Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntanbeachcra.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 r G`rvnno slfir L7®i'il f]1lfni✓.IxnfwAn ..1.. ..&7.. ...r. ..� yca®f stationary, gifts, sporting goods • Florists (no more than two • Other commercial fagade MIY approvals per fiscal year) improvements '6-T nrue Susineso (no more Than two ap rovais per iiscai 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 nrant fi inriinn Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Gacurety • LaundryiDry Cieaner faciihy 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: ® m ucscaivi.iul1 OF ii re d ace being renied, inciuding 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; WO Page 7 of 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Ability to terminate; and • Consequences of default on the lease. Application Process Annlirafinne ran ha r%k+.=inaA frrcm+ha DOPPA r,ffdrn 1,.,.- .4 .,} Inn C=--4- •rr-•-^•.-..•. -_.•. �.� ..........,... ..-.... ..... ...,....... ......w .vaauavw a.aa .vv a_uva vwcaar-ava.ccua., Boynton Beach, FL 33435 or downloaded from vwvw.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. MF/Id/INg11UP YYIII Wo t0U11WU1W1"U U/1 Cl 11151-W111W, 111$1-bVIVU UG1515. f117El11Gd1UUn PdGKeTS MUS€ 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: Mvnton RI?arh 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. .1 Writtpn rlatoHM nmiort hllrinat rincrrihinn *ha imr%rnaoamanfe +n km r+nn® +n +11 property. _v 4. Cost estimate(s) from a licensed contractor(s) as specked 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. � rinn Qnb r+seinn nrraiar.+sanlnr nFaine. r»oJ+n rinl e..amwlwn .awvl w.w}.a rival w .rra:F:.,+.i:wwn ••• --•.y,••.•�••• ••. ...�.., r.vgv .......... .....�.-v, .,,an.v,.wa. vu...l..,v..a uc.an .aaaay..u. v�a.vra.vuuvo.o, if applicable. B. 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 C7r,....we�. s.,w=16 ..: .r//..,........ a}1... {....:.. . . .r..,...,a. .vs aruaro. Fr::::anlaaaivae. aie vi a iv asuvu e�ai3. 8. Copy of the corporate documents for the applying business entity. Page 8 of 17 Property Improvement loo East ocean Avenue,4'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, O...I..t:....,. P1........a........a rs....._a_._ ri_.__L_ r_1 ^^A^, ore_ _ _ —a uulltlll/y Dapa,N 1161 t, LRJy11 W11 IJGpt,11, rL.AJYJJ. r11UI Ifa k;jo 1) B 4L—vVUU. Approval of Funding Request All reguired documentation must be submitted no later than noon two weeks prior to the second Tuesdaf the, month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, 13BCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers iocatea in lu ty Ha'i at 1 UU tast Ucean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. Tha Q!1(`A® rdnr�rweytanrle 6F+ei,ywwlin..nin ..sa,...4♦h,. QOf+O A [3..,...J `C..w..1....+.....4:..1 ••• ....rv. .+v Ka ul.r F,..VM..aV uaay. " a..V a.,V V.V'\L,L,i i.Y at IWa..4..Iy liuf.l 11F vie Oi,11 the Board will consider their applications in order to answer any questions the BBCIRA Page 9 of 17 Property Improvement 100 East Ocean Avenue,4"'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 RRMA Mav rnnrinrf in eifn viait nronr 6n 6r�s,avw.�++i.�.,+h., .,...Ita: a„ ac,,, 0n#-M n -- -- -,-_.� ....._— —..— .. .. r,..... ... ......v...,......J. .,... av aiop ar as V'1 v� uV[71eW 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 Reimbumemant 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 worts is completed the reimbursement request shall be summarized in a report AL- ate_ t-a_.__._ 1_ __liu aCWZmi Pa Uy 111G IVIIVWitJ UV GU 111C11Ld11U11. I. 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 ha gtlnnnrhad by n ranrpllpri r--hark chnurinn tha far^of th® 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 trancfpr a rnnv of fhP Cfat®Mant from hath nzv®r onri naaracs chnasrinn +h® transaction and/or copy of the email/text verification from both parties. Page 10 of 17 Prooertv lmorovement 1010 East Ocean Avenue,41b Floor,Boynton Beach, Ft 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien"signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color"after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. 7. All in project costs to open or renovate the business for reporting of public to private dollar match By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. .....L --..... a .. r ... ... 7�► ti ._...w. AG NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party.The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full,or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding 4 Page 11 of 17 Property Improvement 100 East ocean Avenue,Wh Floor,Boynton Beach,Fl.33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYN 1 U4 =BEACH .CRA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed ID#: l� - L/ Business Phone Number: �� 1 �(�( T 3(-, Cell: Website: _ (.ai ��.< �cxt ���+^��i�\� Cie. i Existing Business: Yes X No Number of years in existence: _ Time at Current Location: , fi New Business to Boynton Beach: Yes x No Do you have an executed lease agreement: Yes '�-No_ If so, monthly base rent: New Business Address (if applicable): Square footage of current location: Square footage of new location: Type of Business: 3 `� l c_. Tier 1 Business: ❑ Tier 2 Business: Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval)J Number of Employees: ` L Hours of Operation: List of improvements seeking reimbursement for: 1 I-- Requested ant amount: T' C cn Page 12 of 17 Property Improvement 100 East Ocean Avenue,4`h Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com r TC OYN =B E'AOC H R A COMWNffY REDEVELOPMEwAGENCy APPLICANT INFORMATION PRICIP WR IF ATI (If more than 4 principals/owners additional sheets may be used) r prinrin i1 rllurnnr r.�a.,,e• Date of � � i ... - . � Birth. . l x Email: Jr Residential Address Gell Phone Number 2. Principal/Owner Name: . °; . r, ,,. Date of Birth: Email Residential Address: l . H, 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Rmweluaai Address: Cell Phone Number. Are vola annivina fnr nrnnt ac_aictanr P i inripr any nthor nrnnr-am of dmmf4 hoe thb RRr`pA°a Yes No If yes,what additional programs are you applying for: Page 13 of 17 Property improvement 100 East Ocean Avenue,41 Floor,Baynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTO =BEACH CRA ('nUW 1 Ae wfPCA®ry ..... ..„...®.---We s-r+wr1.V 1 APPLICANTINFORMATION Are you receiving grant assistance under any other governmental agencies: Yes No ee ]®a, er,Se orry pVul iv, ell w1Q111'uuiueis and amounts: kARDLORD INFORMATION. Landlord Name: _ Fd'pI' l (-'(—t C Landlord's Mailing Address: e Landlord's Phone Number: ®"7-Pb _l 1� ETIFICATIO D WAIS R OF PRIVACY: For purposes of this certification and waiver of orivaev. tha tArm"I"roforc to thin nnnlirant a.,.a to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). 1, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton beach community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read And !Inelamtan(i thin to �n+i n.,nr0i$oir.ne. n.,4 s—.4k .....r r. _1 _r :_ ^- ---- -•-- -^••-- +�••+• r.•.+ ...+.. ....u, urr� uoaVrtutu ur u10 ®rrlrinVIi DtGCKA1 Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance,and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Aoencv Board. I Page 14 of 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com RAW, BOYN N C BEACH i RA 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 wfll not further the Community Redevelopment Plan. Should my application be approved, I understand at the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in Its le and absolute determination It feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton To the maximum extent possible, 1 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 nd contractors to examine any confidential information given hamin. I fltrth r nr nt nprrnkninn Rrod niBfh ri?ta nnor hnnk arnrdnvam nr nthar nojhUra nor nriunt agency o disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of thisapplication,and understand at information in my credit report, including a record of bankruptcy, may isquali m obtaining rant funding, I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 15 of 17 Property Improvement 100 East Ocean Avenue,41h Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 6 BOYNTO =BEACHT,cRA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION APPI-19ANT_SIGNATURES: Prina0 per's Signature t7t Printed Name Title r 2. Prinapam . per's Signstur_e _ - Data 3^ter __._.._.:;.� Printed Name Title 3. PrincipamOwner'a Signature pate Printed Name Title 4. PrindDamQwner's Sionature nota Printed Name Title Notary as to PdncipaYOwnees Signatures - Multiple notary pages may be used K signing Individually STATE OF COUNTY OF BEFORE ME,an officer dul authorized by taw to administer oaths and take acknowledgements, personally appeared p� w = 6 fes. , who is/6re o�rson�nown to ...•• ••, r.vvwwd.. ._.._ ,•� 05 out;a►ttttt;rauutt, anu 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 of cu pl seal in the State and County aforesaid on this day of .w. 20 - MI'gel6ol'17 R RONALD SMITH 11 NOTARY PUBLIC ublic-State of Florida My Commission Expires: i lion;GG 182095M.Expires Feb 4,2022h National Notary Assn e 16 of 17 Property Improvement (� 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 1� www.boyntonbeachcra.com v g loll! 2� BOYNTO IBEAC PCOMMUNITY REDEVELOPMENT AGENCYLANDLORD Q i INFORMATION OLORD S G1 Land Sinatun t� - _ Print Name Titte ( 2. Landlord's Signature bate Print Name � -F�e Notaryas to PrincipaVOwner's Signatures-Multiple notary pages may be used If signing Individually STATE OF �d✓7 COUNTY OF�0 At BEFORE M ,an officer duly aut orized by law to administer oaths and take acknowledgements. personally appeared _ ® ,who is/are personally known to rnc ^>` ►""•••`^•• as iussut't;auusj, atsu acknowledgedhe/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 FO GING,I have set my han and official seal in the State and Countv aforesaid on this ' 7 day of /��✓ 20 w� E Pri' JONATHAN DA5ILVA , '� �L1�'�� Notary public State of Florida My CQmmiSslOn EXpireS: Commission it GG 959130rtiMy Comm,Expires Feb 17,2024Bonded through National Notary Assn. Page 17 of 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435--Phone:(561)600-9090 (} s www,boyntanbeachcra.com -- 1/12/22,9:38 AM PAPA Maps ��"`" DOROTHY ev 2 CFA,AAS i�t Palm Beach Co nTy Property Appraiser e Search by Owner,Address or Parcel (4 N mss` ell9 00 n _._ oe - ¢ View Property ,f �' Record Owners ¢ 501 NDERAL HWYLC (v Property [ , w acs.?ivn 507 N F �� � r z lh,nnci,>�.hiy BOYNTC ( F,,, I No. 084345 7 ROBERT TOWN C IN 'ty 3a)1=, 30209 Y 'lo D"T'z OCT-20 2611 L BOYNT FL 334 lm 1ttV �r;,w 'list Ave "� E s, i 5iI a,., hl .3rd Ave U https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521260060010 1/1 LEASE THIS LEASE (this'Lease")dated as of Ka47:T 2021(the"Execution Date")is made between 501 N FEDERAL HWY LLC,a Florida limited liability company("Landlord'),and Southern tMf Cars, .,a Florida corporation(referred to hereafter as"Tenant'). Landlord hereby I eases to Tenant and Tenant hereby leases from Landlord,the Premises d escri bed below subject to the terms,covenants and conditions h ere!naft er set forth: 1.DEFINITIONS. Unlessotherwisespecified,thefollowingterms shall havethemeanings herein specifiied: 1.1 Base Rent Initial Term MonthlvRent 611/2021 -413012022 $5,010.25 511/2022-413012023 $5,708.30 5/1/2023-413012024 $5,879.55 5/1/2024-413012025 $6,055.93 511/2025-413012026 $6,237.61 511/2026-413012027 $6,424.74 511/2027-4/3012028 $6,617.48 511/2028-413012029 $6,816.00 51112029-413012030 $7,020.48 511/2030-413012031 $7,231.10 First Renewal TermMo nth Iv Ren t 5/1/2031 -413012032 _._..._._,_ $7,448.03 5/1/2032-413012033 $7,671.47 5/1/2033-4130/2034 $7,901.62 5/1/2034-4130/2035 $8,138.67 5/1/2035-413012036 $8,382.83 5/1/2036-413012037 $8,634.31 5/1/2037-413012038 $8.893.34 5/1/2038-413012039 $9,160.14 5/1/2039-4/30/2040 $9,434.94 511/2040-4/30/2041 $9,717.99 "plus applicable Florida sales tax,and otherapplicablegovemmentaltaxes which may change or become due from time to time. 1.1 B Insurance Expenses:All reasonable costs and expenses incurred by Landlord to insure the full replacement value of the Building,and obtain Ii ability and al krisk p roperty insurance i n coverage amounts wh ich are reasonable and c ustomaryfo r a si milarly situated buildings in the area. 1.1C Real Estate Taxes:Al payments to Governmental Authorities for taxes,charges,assessments,Ad Valorem taxes,Non,Ad Valoremtaxes an d any other surcharges and levies,general or special,ordinary or extraordinary,of any kind whatsoever(including interest thereon)Landlord shall be obligated to pay arising out of the use,occupancy,ownership or leasing of the Building and any property,fixtures,or equipment thereon. 1.1 D Mai n tenance and Repair:Landlord and Tenant's maintenance and repair obligations are set forth in Section 7 of th is Lease. 1.2 Base Year; 2021 1.3 it in : The building commonly known as"501-507 North Federal Highway,Boynton Beach,FL 33435"togetherwithall improvements and existing fixtures. 1.4 Common Areas:NIA, 1.5 Delivery Conditions:Landlord shall deliverthe Premises to Tenant in an"As-Is,Where-Is"and"broom clean"condition("DeliveryConditions"). 1.6 Dep o sit:Due at signing in the amount of Ten Thousand Twenty Dollars and 50!100 Cents($10,020.50),to be held by Landlord in accordance with Section 4 of th i s Lease. 1.7 Governmental Authority: Any federal, state, county, municipal or other governmental or quasi-governmental entity or any agency or instrumentality thereof h aving j urisdiction over the Premises. 1.8 Governmental Requirement: Any law,statute,code,ordinance,reg ulation,permit,license or requirement of any Governmental Authorrlr now existing or h ereafter en acted,and applicable to the Premises. 1.9 Permitted Purpose: The Premises shall be used by Tenant,forth efollowing purposes,onthe condition such purposes qualify asbeing complaintwith any and all applicable Governmental Authority and Government Requirements:(i)the sale and leasing of goifcarsand golfcar parts;(ii)the maintenance,repair and servicing of golfcars and goff car parts;(iii)storage and warehouses pace;(!v)showroom space;(v)office purposes;and(v)other incidental uses fo r its intended business purpose which are normally related thereto and permitted by applicable law,an d for no other p urposes wi thout the express,written consent of Landlord first obtained;provided,however,that Landlord's consent shall not be unreasonably withheld,conditioned or delayed. 1.10 Premises:The Building and the land having Parcel Control Numbers 08-43-45-21-26-004-0110 and 08-43-45-21-26-004-0090.commonly kn own as 501-507 No rth Federal Highway,Bo ynbn Beach,Florida 33435. 103944013 3821.v2 1.11 Prepaid Rent:The fi rstmo nth's Rent in the amount of$5,010.25(the"First Month's Rent',plus any applicable sales tax,shall be prepaid upon the execution and delivery of this Lease. 1,12 Leal j Qo mmn g9m§ntDtFRent&Utmnt Nrigj Rnt QQ mmencementDate:Trt nt Imp 12ytmenj§: 1.12A Commencement Dates:Rent Abatement and Tenant Work Escrow:Additional Rent Abatement:The Lease Commencement Date sh al I be June 1,2021,or extended as permitted herein(the"Lease Co mmeneement Date");The Rent Commencement Date shall be November 1, 2021(and sh ail bed ue on the 1"of every consecutive month thereafter),as Landlord has agreed to abate the rentforfive(5)months from the Lease Co mmen cement Date("Rent Abatement")and in exchange for this Rent Abatement,Tenant shall deposit$20,000 to beheld by Landlord("Tenant Work Escrow")to ens ure th at the Tenant Work(defined below)is completed.The Tenant Work Escrow shat l bed ue upo n the signing and delivery of this Lease.Tenant will be given the key and access to the Premises on June 1,2021. The Tenant Work Escrow shag be kept in a separate account held exclusively by the Landlord in a bank account that is FDIC insured.to which Landlord shall be entitled to the ben efit of an y i nterest if any. Tenant can draw off of the Tenant Work Escrow once the Tenant has reasonably proved that it has first paid for$20,OOOtowards improverrrents setforth in Section 1.128,defined as Tenant's Work. Oncethe Tenant has proved that it has first paid$20,000 towards Tenant's Work,then Tenant shall be permitted,once a month,to submit detailed invoices to Landlord to pay invoices,from the Tenant W oris Escrow,that can be identified as items in furtherance of completing Tenant's Work. Landlord must pay the invoices from the Tenant Work Escrow within three(3)business days after receipt from Tenant,subject to Landlord's approval,which approval shall not be unreasonably withheld,conditioned ordelayed. Should a balance remain in the Tenant Work Escrow after Tenant's Work is completed,than any balances hall be returned to Tenant. In the event that Tenant is unable to complete the Tenant Work,after the Tenant Work Escrow is exhausted,then the Tenant shall remain obligated to complete the Tenant Work as provided herein. Upon execution of this Lease,the Landlord shall use commercially reasonable efforts to:deliver notice of termination of the monih4o- mo n th ten anaes to al I o f th a existing ten ants,termi noting each of th e ex i sti ng ten anfs ten ancy effective May 31,2021,an d fi I e suit fo r possession seekin g a writ o f possession of any port on of th a Bui I ding(if n ecessary),n of rel i nquished by an y of the exi sting tenants after May 31,2021. In the event any of th a existi ng tenants h old o ver,or remai n in possession beyond May 31,2021,th an th e Lan dI ord wlI I further abate t he rent(in addiion to the Five(5)months provided to Tenant herein),otherwise due by the Tenant,for each day the Landlord is unable to deliver possession of any existing space in the Building("Additional Rent Abatement),the calculation of such Additional Rent Abatement will be calculated based on the square footage of the space not delivered to the Tenant(as of June 1,2021) over the total square footage of the Building. Landlord is hereby permitted to extend the Lease Commencement Date,d ue to its i nability to deliver part or full possession of the Building to Tenant,based on exisling tenant's failure to vacate by May 31,2021 and Tenant's sole remedy for such delay of the Lease Commencement Date shall be limited to the Additional RentAbatement(defined herein). 1.12B Tenant Work:Landlord has requested and Tenant has agreed to complete the tenant irrprovements set forth on Exhibit"A"attached to this Lease and made a part hereof(the"Tenant's Work")identified onExhibVA . Tenant and Landlord agree that so long as Tenant hasacled in a commercially reasonable manner to undertake the Tenant's Work and diligently continue towards its completion,there shall be no penally tri Tenant and it shall not be ad efault or Event of Default under this Lease if there are delays in completing Tenant's Work,beyond Tenant's reasonable control.Tenant agrees to use commercially reasonable efforts to:(i)timely submit Plans to the applicable Governmental Authority;and(ii)fully completethe Tenant's Work,closeout all applicableand required permits,and pay(orcauseto be paid)infull all contractorsand subcontraclors in a timely manner. The materials and craftsman used to complete the Tenant's Work must be performed by licensed professionals and th a Tenants Work must be consistent with the work and materials used in and on buildings of a similar nature. 1.120 Boonton Beach CRA: Landlord is not making any warranties and/or g uarantee(s)as to the availability of City of Boynton Beach CRA funding.CRAfunding is subject to change without notice.Landlord will assist the ten ant wh ere required or reasonably requested by Landlord to obtain any CRA funds,which maybe made available by the Cityof Boynton Beach. 1.12D Tenant's Percentage Share:The Building and the Premises shall be fully and exclusively demised to Tenant.Consequently, Tenant's Percentage Share of Insurance Expenses and Real Estate Taxes above their Base Year amounts shall be One Hundred Percent (100.(09'4). 1.13 Term:The time period between the Lease Commencement date and Termination Date,and to any additional time periods,if any,for which the Term may be extended. 2. USE/COMPLIANCE.At all bmes during theTerm,Tenant shall occupy and use the Premisesfor the Permftd Purposeand for noother purpose without Landlord's prior wri tten consent,which consent shall n of be un reasonably withheld,conditioned or delayed.Tenant shall not do,bring,keep o r permit to be done in or about the Premises anything which is prohibited by any Governmental Requirement or would cause a cancellation of any insurance policy covering th a Buildi ng,is for an y u n I awful purpose,nor shall Tenant cause or pemtit an y n u isance o r waste in,on or about th e Premises.In the event Tenant uses the Premises for purposes other than the Permitted Purpose stated herein,orother permitted purpose hereafter reasonably approved by landlord, Landlord may,in addition to anyotherremedy to which Landlord may be entitled,deem itan Eventof Default(as defined below)and Landlord may restrain said improper use by injunction,after providing Tenant with prior written noti ce an d a 15-Day Notice to Cure such unpermitted use. Tenant h ereby ag reas and acknowledges that Tenant's occupancy of the Premises shall be deemed to be an acceptance of same in"AS IS,WHERE IS"condition.Notwithsianding anything to the contrary contained herein,and except to the extent exacerbated by the Ten ant,Tenants hall not be liable for the indemnifications by Tenant, that may be applicable to Tenant,provided in this Lease,and Ten ant shall h ave no liability to o r obl igation to i n dermify o r reimburse Landlord for any costs, fees expenses,I asses or other liabilities o r obligations imposed upon,paid by or incurred by Lan dl ord th at result from any pre-existing conditions which were not reasonably discoverable at the Premises(including,but not limited to underground environmental conditions)at the Lease Commencement Date (collectively,the"Excluded Matters"). Landlord grants to Tenant and its agents,employees,contractors and invitees(collectively,"Tenant Parties")the exclusive rightto use and possessthe Building andthePremises during theTerm,subjectto anyrights;Landlord may have as permitted inthisLease. Tenant and Tenant Parties shall complywith all reasonable rules and regulations concerning the Building as Landlord promulgates from time to time.The current Rules and Rag ulations ere attached hereto as Exhibit"B". 3. jLENT."Rent"shall include the Base Rent,as set forth in Section 1.1 above,together with all other amounts,items,costs and expenses(oollecively, "Additional Rent")payable by Tenant to Landlord underthis Lease.Commencing on the Rent Commencement Date,Tenant shall pay each installment of Base Rent(plus all sates taxes from ti me to time imposed by any Governmental Authority in connection with the Rents),in advance on the first d ay of each month during the Term.Tenants hall pay all Base Rent,without demand,deduction o r set off,to Landlord at the place specfied fo r n otice in Section 21 below. In ad d iti on to Base Rent,Tenant shall within ten(10)days of written notice delivered by Landlord,pay as Additional Rent,Tenant's Percentage Share of the amount of any increase for Insurance Expenses and Real Estate Taxes above th ose lncurred during the Base Year,and shall be calculated by Landlord based upon the current year actual amounts paid by Landlord with respect to such Insurance Expenses and Real Estate Taxes.Tenants hall h ave the right Tenant at Tenan t 039440/307 21.,2 X so I e co st and expense to audit the books and records related to the In surance Expenses and Real Estate Taxes(collectively,the"Charges')forwh ich Tenant is responsible to reimburse Landlord pursuant to this Lease,and Tenant shall have this limited right,upon reasonable notice to Landlord to appear in good faith at Landlord's place of business and no more than once in an ytwelve(12)month period. Upon Tenant's request,Landlord sh al I provide to Tenant copies of relevant backup materials reasonably required by Tenant. Such aud A(s)shall take place within one(1)year after the receipt of the reconciliation staWwt for the applicable accounting period during which such Charges are due in accordance with the terms hereof. If it shall be determined as a result of such audit(s)that Ten ant has overpaid any of such Charges,Landlord shall within thirtydays refund to Tenant the amount of such overpayment. 4. DEPOSIT:Landlord acknowledges receipt from Tenant of the Deposit. The Deposit shall be held as security for the payment of Rent,and for performance of all other terms,covenants and conditions of Tenant hereunder,the amount of the Deposit,without interest,shall be repaid to Tenant within thirty(30)days afterthe Termination pate,provided Tenant shall have made all payments and performed al I terms,covenants and conditions under this Lease. Upon any Event o f Default by Tenant,which remains uncured after the expiration of all applicable n oboe and cure periods,all or part of the Deposit may,at Landlord's sole discretion,be applied on account of such default,and thereafter Tenant shall promptly restore the resulting deficiency in the Deposit The Deposit may be co-mingled by Landlord with its own funds.Tenant further acknowledges that the Deposit is n of to be construed as prepaid Rent by Tenant fo r an y rental period during the Term. 5. UTILITIES:Tenant shall be responsible,at Tenant's cost,for all utilities and assessments including,but not Iirriled to electric,telephone,cable services,water,sewer,gas and trash services provided eitherby a GovemmentalAuthority orprivate provider.Landlord shat I not be liable,norshall Rent be abated,because of any interruption or cessation ordiminution of quality of such services,unless such interruption,cessation or diminution of the quality of such services is caused by the gross negligence o r wi Ilfui misconduct of landlord or its ag ents. 6. PARKING:Tenant and its agents,employees,customersand inviteasshal have exclusive use of the parking spaces everydayof the week anclat all times,provided such use!sin furtherof:(i)Landlord's Permitted Purpose;and(ii)isin compliancewith applicable Governmental Requirements. 7. MAINTENANCE ANI?REPAIR: Landlord shall,at its sole cost and expense,maintain only the roof and foundation and shall not be responsible to mal ntainor repair any other part ofthe Building,whatsoever. Tenant shall,at its sole cost and expense,maintain and repair every other part of the Premises, for which the Landlord is not obligated herein.Tenant shall also keep the interiorof the Building in a neat,clean,sanitary and good condition and repair including,without I irritation,al I fixtures and appurtenances within the interior of the Building. 8. INSURANCE:INDEMNITY. I 8.1 Landlord shall,throughout the Term,procure and maintain insurance fo r the Building in amounts and type of coverage(s)which are reasonable and customaryfor a similarly situated building in the area.In addition,Tenant shall procure and maintain throughout the Term the following insurances:(a) commercial general liability insurance policy,listing the landlord as"additional ins ured',with respect to I i abiiityarisin gout of the use,occupancy or maintenance of th a Premises and all areas ap purtenant th ereto,to afford protection with res ped to bodi ly i n jury,death or property damage wi ih a l i mit of not I ess th an Two Million Dollars($2,D00,000.00)per occurrence,Three Million Dollars($3,000,000.00)general aggregate arising out of any one occurrence;(b)al l-ri sk p roperty insurance policy,written at full replacement cost covering all of Tenant's personal property in the Premises(including,without limitation,inventory,trade fixtures,furniture and otherproperty removable by Tenant underthe provisionsof this Lease)and all leasehold improvements installed inthe Premises by or on behalfof Tenant;(c)worker's compensation insurance in at least the statutori y required amounts;and(d)business interruption insurance sufficient lo cover a p eriod of not I ess th an nine(9)months of the Rent and other payment Obligations of Tenant under this Lease.Notwithstanding th a abo ve,the above amounts shall be subject to increase at anytime,from time to time,if Landlord in the exercise of tis commercially reasonable discretlon,shall deem it necessary for ad eq uate protection.Within seven(7)days after demand therefore by Landlord,Tenant shall furnish Landlord with evidenoe that such insurance requirements h ave been complied with. 8.2 Tenant's insuranceshall be in aform reasonably acceptable to Landlord,with an insurance company reasonably acceptahl a to Landlord,licensed to transact business in the State of Florida,and shall not contain a d ed ucti ble in excess of TwentyThousand Dollars($20,000.00).Landlord and LandlonTs mortgagee,if any,shall be named as additional insureds under Tenant's commercial general liability and comprehensive automobile liability insurance,and such i n surance sh all be on an o ecurrence basis and primary and non-contributing with an y i n surance carried by Landlord.Tenant's insurance policies shall contain endorsements requiring thirty(30)days'n otice to Landlord and Lan diord's mortgagee,if any,p rior to any can cell ation or an y reduction in the amount of coverage.Tenant shall deliver to Landlord as a condition precedent to its taking occupancy of the Premises,certificates evidencing Tenant's insurance policies,and shall at I east th i rty(30)days p rior to the expiration of such policies d eliverto Landlord certificates evidencing the renewal of such policies,in a form reasonably acceptable to Landlord. 8.3 To the extent not prohibited by law and excluding the Excluded Matters,Tenant agrees to and herebydoes indemnify,protect,defend(by counsel acceptable to Land/ord)an d hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free an d harmless from an d against any and al I cl aims,demands,damages,I aws uits an d other proceedings,costs,and expenses(i nclud",without limitation,reasonable attorneys'fees)arising directly or indirectly from oro ut of,o r in any way connected withloss of life,bodily injuryand/or d a mage to the Bui(ding,o rth a environment,ari singfrom or out of th e o ccupancy or use by Tenant of the Prem!ses o r any p art thereof or any other partof th a Building,occasioned wh o II y or i n part by any actor omission of Tenantand Tenant Parties,caused by,incurred or resulting from Tenant's operations oforrelating in any mannerto the Premises,whether relatingto their alternation,maintenance or use by Ten an t or an y person thereon,or Tenant's fai lureto fully and timely comply with the terms,covenants and conditions of this Lease. Tenant's obligations underthis Section shall survive for One Hundred and Eighty(180)days after the expiration or termination of this Lease. 8.4 Tenant and Landlord release each other andwalveanyrightofrecoveryagainsteachotherforlossordamagetothairrespectiveproperty,which occurs on or about the Building(whether due to the negligence of either party,their agents,employees,licensees,invitees or otherwise),to the extent that such loss or damage is reimbursed by insurance proceeds.Tenant and Landlord agrees that all policies of insurance o bta ined by either of them shall contain appropriate waiver of subrogation clauses. 9. COMMON ARI=AS.NIA 10. TENANT'S PROPERTY.Furnishings,trade fixtures and equipment installed by Tenant shall be the propertyof Tenant,subject to Sections 17 below, Upon expiration o r earlier termination of the Term,if there is then no Event o f Default,Tenant may remove any such property and shall repair the Premises lo the same condition as when the Term commenced,ordinary wear and tear excepted.If Tenant fails to remove such property as req aired herein within thirty (30)days of Landlord's written notice to Tenant,it shall be d eemed abandoned without further notice or court action,and may be removed,stored anddisposed of in Land lord's so le discretion,at Tenant's expense,witha A an y liability to Landlord. 11. ALTERATIONS BY TENANT.Tenant shall not make any structural alteration("Alteration")in the Premises without the prior written consent of Landlord,which consent shall not be unreasonably withheld.All Alterations,including without lirritation,partitions and equ ipment(except movable lulmt nm 1039440`307 82 Lv2 { and fixtures installed at Tenant's expense removable without damaging the Building or the Premises)shall bed one in a good and workmanlike manner with first quality materials,and shall become Landlord's property at the expiration or earlier termination of the Term. Notwithstanding anything herein to the contrary,al I of the Tenant's Work set forth in Exh ibif"A"i s already approved by the Landlord. 12. ASSIGNMENT:SUBLETTING: The identityand financial position of Tenant is material consideration of Landlord entering intothis Leas a Tenant s all not transfer this Lease,except as provided in this Section 12.For purposes of this Section 12,a"transfer"shall mean any of the following:(i)an assignment of this Lease;(it)a collateral assignment,mortgage or otherencumbrance involving this Lease;(iii)a sublease,license agreement or other agreement permitting al I o r an y portion of the Premises to be used by others;and(iv)a change or conversion in the form of entity of Tenant or any transferee o r an y entity controlling any of them which has the effect of limiting the liability of an y of the partners,members o rother owners of the an tity.As used in this Section 12,the term "transferee"shall include,without limitation,any assignee or subtenant of Tenant or any party involved in any of the othertransactions or events constituting a transfer.Any transfer made without Landlord's consent,which consent shall not be unreasonablywithheld shall be voidable by Landlord.Landlord shall respond to Tenant's request within twenty(20)days after receipt of such transfer request(including commercially reasonable requested financial documents provided),and the fai lure to do so s hall be deemed an approval by Landlord of such request.Any transfer must be in writing and si gned by Tenant and transferee.The acceptance of Rent from a transferee or any p erson o r entity other than Tenants hall neither be deemed a wai ver of an y p rovision of this Lease no r a consent to the transfer.If Landlord steal I consent to a transfer,the transferee shall assume all obligations of Tenant h ereunderand n eitherTenant nor transferee shall be relieved of any liability hereunder if th ereshould be an Event of Default by transferee i n th a performance of any of the terms,covenants and conditions hereof.Tenant shall pay,as Additional Rent,consideration i n excess of th a Rent herein,an d al I of Landlord's administrative costs,reasonable attorneys fees and processing costs in connection with its consent regardless ofwhetheror not Landlord consents to any such transfer.Tenantwaives any remedy for money damages(nor shall Tenant claim any money damages by way of setoff,counterclaim or defense)based on any claim that Landlord has un reaso nabl y withheld,delayed or conditioned its consent to a proposed transfer under this Lease.Tenant's sole remedy i n such an event shall be to i nsti AB an action or proceeding seeking specific performance,injunctive relief or declaratoryjudgment. 13. IL ENS.Notwithstanding anything to th a co ntraryin this Lease,Tenant shall never,underan y circumstances,h ave th a powerto subject Landlords i n terest in the Premises or Building to an y i iens of any kind nor steal I an y provision in this Lease be construed as emp owedng Tenant to en cumber o r cause Tenantto encumber the title or interest of Landlord in the Premisesor Building.In orderto complywith theprovisionsof Section 713.10 Florida Statutes,itis specifically provided that neither Tenant nor anyone claiming by,through or under Tenant, including, without limitation, contractors, subcontractors, materialmen,mechanics and laborers,shall have any right to file or place any kind of lien whatsoever upon the Premises or Building or any improvement thereon,and anysuch liens are specifically prohibited.All p arti es wi th whom Tenant may deal are put o n notice that Tenant h as no p owerto subject Landlords interest to any claim or lien of any kind orcharacter,and al I such persons so dealing with Tenant must look solely to the credit of Tenant,and not to Landlord's interest or assets.Tenant shal I put all such parties with whom Ten ant may deal on notice of the terms of this Section.If at any time a I ien or encumbrance is filed against the Premises orBuilding as a result of Tenant's work,materials orobligations,Tenantshall promptly d ischarg a said lien or encumbrance,and 9 said lien or encumbrance has not been removed wi thin thirty(30)days from the date it is filed,Ten ant sh ali d eposit with Landlord cash in an amount eq ual to one hundred fifty percent(150%)of the amount of any such I i en or encumbrance,lobe held by Landlord(without interest)until any such lien or encumbrance is discharged. 14. CASUALTYlDAMAGEAND DESTRUCTION. As used herein,"Partial Damage"means damage or destruction to the Buildingto the extent that the co st of repair is less than fifty percent(50%)but more than twen ty p ercent(20%)of the fair market val ue of the Building immediately prior to such damage or destruction.if at an y time during the Term there is Partial Damage,Landlord must repair such damage within ninety(90)days of the casualty,in which event this Lease shall continue in full force and effect. If Premises cannot be full repaired within such ninety(90)day period,Tenant shall have the exclusive right to terminate this tease. As used herein,"Total Destruction"mearts damage or destruction to the Building to the extentthatthe cost of repair is fifty percent (50%)or more of the fair market value of the Building immediately prior to such damage or destruction. If at anytime during the Term there is a Total Destruction,Landlord and Tenantshall each have the option to terminate this Lease by notifying in writing of such termination within thirty(30)days after the date of such Total Destruction,and in the event of such termination the Rent shall be paid only to the date of such Total Destruction.If neither party elects to termi n ate this tease,Landlord shall,within thirty(30)days after the date of such Total Destruction,commence to repair and restore the Premises and shall proceed with reasonable diligence to restore the Premises,within sic(6)months of the date of the casualty,to substantial ty th a same condition in which it was immed iately priorto the happening of the Total Destruction.If Landlord restores the Premises pursuant to this Section in connection with Partial Damage ora Total Destruction,Rent for the period during which such damage o rrestoration continues sh all abate in proportion to the degree to which Tenant's use of the Premises is impaired. 15. ACQESS . Tenant shall permit Landlord to enter the Premises at all reasonable times,upon reasonable prior notice to Tenant,for the purposes of inspecting and repairing the Premises and of ascertaining compliance by Tenant with the provisions of this Lease.Landlord shall use reasonable efforts so as to minimize any disruption of Tenant.Upon forty-eight(48)hours prior written notice to Walter Ronald Smith,11,or later approved Tenant,which notice may be delivered by email,Landlord may show the Premises to prospective purchasers,tenants ormo rtgagees at anytime.Landlord,o r its agents may en terthe Premises,forcibly in the event of an emergency,without liability and without such entry constituting an eviction of Tenant, and without incurring liability for trespassor causing atermination ofthis Lease. 16. SIGNS.AlIsig nsand symbols inoraboutdoors,wMowsorelsewhereinorabout the Promises shall besubject toall Governmental Regulalions and s h all be i n co mpi iance with such Governmental Regulations.Tenant sh all,throughout the Term,main tain al I Ten ant signs in good condition and repair. Upon expiration ortermination of this Lease,all Tenant signs shall be removed and anyd amage resulting therefrom shall be p romptly repaired,orsuc h removal and repair may be done by Landlord and the cost thereof charged to Tenant as Additional Rent hereunder.The obligation to remove and repair any such signage shall survive the expiration or termination of this Lease. 17. TENANT'S DEFAULT. 17.1 All rights andremedie ,ofLandlordhereinenumeratedshatlbecumulative,andnoneshallexcludeanyotherrightsorrernediesallowedbylaw,statute orinequity. The occurrence of any of the following shal I constitute an"Event of Default"ofth is Lease by Tenant:(i)Tenant shall fall totimelypay all orany part of any install ment of Rent or any o thercharges hereunder and such failures hall remain un cured within five(5)days after notice from Landlord(provided, however,that Landlord n of g Ive such notice not mo re th an two(2)times in any twelve(12)month period);(it)provided the Event o f Default does not involve an emergency that must be addressed in a shorter time frame,Ten ant shall violate or fail to perform any of th a other terms,covenants or conditions of this Lease,and such violation or failure shall remain uncured within fifteen(15)days after notice from Landlord or,if such violation or failure shall reasonably require to ngerth an fifteen(15)days to cure as a result of non-finana at ci rcumstances o utside of Tenant's control,and Tenant s h ail fail to commence cuing within such fifteen(15)days period and continuously p roseaAe the curing thereof with due diligence(such period not to exceed sixty(60)days); (iii)Tenant shall make a general assignment for the benefit of its creditors or shall file or have filed involuntarily against Tenant,a petition for bankruptcyor other reorganization,liquidation,dissolution orsimilar relief;(iv)a proceeding is filed against Tenant seekingany relief mentioned in(iii)above and said prooeeding is not discharged within sixty(60)days of the filing thereof,(v)Tenant shallvacatethe Premises; or(vi)Tenantshallmortgage,assignor olherwiseencumber its leasehold interest other than as specirncallypermitted under this Lease.The notioes of defaults to beg iven underth is Section 17.1 maybe the same as th 1039440\30 53821.v2 notice required under Section 83.20,Florida Statutes or any successor statute,and this Lease small not be construed to require Landlord to give two(2) separate notices to Tenant before proceeding with any remedies. 17,2 Upon the occurrence of any Event of Default,Landlord may,in its soled iscreti on,with or without notice or demand of any kind to Tenant or any otherperson,have anyone or more of the following remedies,cumulatively,in addition to all other rights and remedies provided by law,by statute,in equity or otherwise or elsewhere herein,as follows: (i)terminate Tenant's possessory rights to the Premises without terminating the Lease,effective upon the later of the giving of notice to Tenant or the dals stated in such notice,and Landlord may re-enter and take possession of the Premises and remove any property contained therein.Such re-entry shall not constitute a forfeiture of any Rents to be paid and the terms,covenants and conditions to be kept and performed hereunder by Tenant for the full Term.In the event of such re-entry,Landlord shall use commercially reasonable efforts,to lease the same or portions thereof for such periods of time,rentals,use and terms,covenants and conditi ons as Landlord may elect in its soled incretion,applying th a net rentals from resetting fi rst to th a payment of Landlord's expenses incurred in dispossessing Tenant,alterations and repairs in the Premises to enable Landlord to relet,and brokerage commissions and other necessary expenses in connection with re-letting.The balance,if any,sh all be applied by Landlord,from time to time,on account of paymentsd ue or payable by Tenant hereunder,with the right reserved to Landlord to bring proceedings for the recovery of any deficits remaining unpaid from ti me to time without obligallon b await th a end of the Term h ereoffo r th e fi nal determination o f Tenant's account,i ncluding without limitation,acceleration of the present value o f all monetary obligations payable by Tenant fo rth a balance of the Term,using five percent(5%)as the discount factor.The fal lure or ref usal of Landlord to relet the Premises or any p art th ereof shall not release or affect Ten ant's liability for damages.Landlord may make such alterations,repairs and replacements in the Premises as Landlord,in its sole d iscxetion,considers advisable and necessary fo r th a purpose of re-letting the Premises;and the making of such alterations,repairs and replacements shall not operate o r be construed to release Tenant from liability hereunder as aforesaid; (ii)INTENTIONALLY DELETED, (iii)en force the provisions ofthis Lease and protect Landlord by suit(s)in equity or at law forspecific performance of anyterms,covenants or coni lions of bis Lease,and for the enforcement of any other legal orequitable remedy,including without limitation,(a)injunctive relief,(b)recovery of all monies due or to become due from Tenant under an y of the p rov isi ons of this Lease,and(c)an y o ther d amages incurred by Landlord by reason of Tenant's d efauk un der this Lease;an d (iv)institute a distress for rent action and obtain a distresswrit under Sections 83.11 through 83.19,Florida Statutes;and If Landlord exercises any of the remedies provided for in clauses(i)or(ii)above,Tenant shall i mmed lately vacate and surrender possession of the Premises to Landlord in the condition specified in Section 38 of this Lease. 17.3 All p ro perty wh is h may be removed from the Premises by Landlord following an Event of Default p urs uant to this Lease or law to wh ich Tenant is or may be entitled may be removed or stored by Landlord at th a sole risk,cost and expense of Tenant,and Landlord shall in no event be responsible for its safekeeping.Tenant shall payto Landlord, upon demand as Additional Rent,all expenses incurred in such removal and all storage charges against such property.Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty(30)days after the expiration or termi n ation of the Term shat be co nc lusively d eemed to have been forever abandoned by Ten ant an d may si th er be retained by L an dlord as its p roperly or may be d i s posed of i n such man ner as Landlord may see fit,In Landlord's s ale d iscretion.The proceeds of any sale shall be applied,fi rst io the costs of such sale,seco nd to any costs of storage an d removal,th i rd to the payment of any d amages o r othe r sums of money which may be d ue from Ten ant to Landlord under any of the terms hereof an d th a balance,if any,to be paid to Tenant o r whosoevershal I be anti tled to the same. 17.4 Tenant agrees,that if it shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease,Landlord may,but shall not be obligated to,and after reasonable notice and without waiving,or releasing Tenant from any obligation underth is Lease, make such payment or perform such otheracttothe extent Landlord,in its sole discretion,may deem desirable,and in connectiontherewith may payexpenses and employ counsel,and al I sums so paid by Landlord tc getherwith interest th ereon at th a rate of eighteen percent(18%)per an num o r the maxi mum legal interest rate(whichever is I ower)from the dab of payment and a man agement fee of fifteen peroent(15%)of th a cost of worts performed shall paid as Additional Ren t wi th the next due instalment of Rent. 17.5 Tenantshall pay a latecharge("Late ChargelofTwo Hundred Fifty Dotiars($250.00)with each payment not received within five(5)daysof when d ue as an ad mini strati ve fee.The tate Charge shall not be construed to extend the required payment d ate fo r an y s ums to be paid by Ten auto r relieve Tenant of its obligations to timely pay all such Items.Notwithstanding the imposition of a Late Charge,an Event of Default by Tenant shail occur if any of Tenant's payments are n of ti mely made,and neither demand nor collection by Lan dl ord of a such Late Charge shall be construed as a cure fo r such Event of Default.If any of Tenant's checks for Rent are dishonored by Tenant's bank,Tenant shall,in addition to a Late Charge,pay a service charge to Landlord covering administrative expenses relating thereto in the amount of Two Hundred Dollars($200.00)per such check. If during the Term more than two(2) of Tenant's checks are so dishonored by Tenants bank,then Landlord,in its solediscretion,may,withoutwaiving any of Landlord's rights and remedies,require all future Rentto bepaid by cashier's check or money orderonly. 17.6 In add i tion to the Late Charge,any payments required to be made by Tenant un d er th is Lease not made by Ten ant within seven(7)d ays of when due orwithin any cure period,if any,shall,from the date when the particular amount became due to the date of payment thereof to Landlord,beer interest at the rate of eighteen percent(18°/6)per annurn orth e maximum lawful rate of interest allowed bylaw(whichever is lower). Notwithstandinganylhing to the contrary in this Lease,Landlord does not expectto charge,accept,orco Ilect any Late Charge or interest greater than the highest legal rate of in lerest under the laws of the State of Florida. 17.7 In the event of a breach or anticipatory breach by Tenant of an yof th a terms,covenants and condilions of this Lease,Landlord steal I have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry,summary proceedings and other remedies were not herein provided for,Mention in this Lease of any particular remedy shall not preclude Landlord from exercise of any other remedy,i n law,statute or in equity, cumulatively.Notwithstanding the above,following and Event of Default,Tenantshali pay al I costs,expenses,and atto mays'fees,reasonably incurred orpaid at any time by Landlord,including initial collection efforts and continuing through all litigation,appeals and any postjudgment execution efforts until fully satisfied,because of the failure of Tenant to perform and comply with the terms,covenants an d condi tions of this Lease. 18. INTENTIONALLY DELETED 19. INTENTIONALLY DELETED 20, WAIVER.This Lease constitutes the entire ag reement between the parties,and shall not be amended o rmoditied except in wriing 10394401307 821.v2 Ur° signed by both parties. Fail Lye of Landlord or Tenant to exercise any of its rights in one or more instances shall not be construed as a waiver of Landlords right to strict performance of such rights or as to any subseque-ntbreach of any such rights. 21. N Tt E .All notices and communications required under this Lease or otherwise between Landlord and Tenant shall be in writing,del ivered in person or sent with postage prepaid by United States Certified Mail,return receipt requested,orreceipted overnight courier service,addressed to the partes, as follows: AS TO TENANT: AS TO LANDLORD: Southern Golf Gars 501 N Federal Hwy LLC Walter Ronald Smith,11 P.O.Box 158 425 NE 4th St. Boynton Beach,FL 33425 Boynton Beach,FL 33435 -,ne",�)ual c,� (Yr, abi no ton,,rgj,,os((,`i)beIIs aulh.nx,4 11-11111-11................I......... .--- Service shall be deemed effective upon receipt or refusal to accept receipt. The parties agree that email shall not be a sufficient method of delivering any notice required to beg iven pursuant to the terms this Lease. Either party by written notice to the other may designate additional parties to receive copiesof notices sent to it. Such designees may be changed by written notice.Either party may at anytime,in the manner set forth forgiving notice to the other, designate ad ifferent address to which notice and communication to it shall be sent. 22. EXHIBITS.All exhibits, if any,attached hereto are made apart of this Lease by reference and the terms,covenants, and conditions thereof shall control over any inconsistent provisions of this Lease. 23. LIMITATION OF LANDLORD'S LIABILITY,Th er term"Landlord"as used h erein shall mean only the owner(s),atthe time in question,of the feetile to the Building,In the event of any transferof such title or interest.Landlord herein named(and in thecase of any subsequent transfers,then the grantor)shall be relieved fromand after the date of such transfer of all liability in respect of Landlord"s obligations thereafter to be performed,provided that anyfunds in the hand sof Landlord or thethen grantorat the time of such transfer,in which Tenant has an interest,shall bedelivered to th e grantee and such grantee assuiTies, all obligations of Landlord under this Lease.The obligations contained in this Lease to be performed by Landlord shall,subject to the above,be binding on Landlord's successors and assigns,onlycluring theirrespective periods of ownership.The obligations of Landlord underthis Lease do not constitute personal obligations of Landlord or its individual partners, shareholders, directors,officers,employees and agents, and Tenant shall look solely to Landlord's then existing interest in the Premises,and to no other assets,forsatisfaction of any liability in respect of this Lease,and will riot seek recourse against Landlord's i ndivrdual partners,shareholders,directors,officers,employees or agents,orany of their personal assets for such satisfaction,No other properties oraseIS of Landlord shall be subject to levy,execution,or other enforcement procedures for the satisfaction of any judgment(or other judicial process)or for the satisfaction of any other remedy of Tenant arising out of or in connection with th is Lease,the relationship a f landlord and tenant,or Tenant's use of the Premises. 24. LANDLORD'S RESERVED RlGHTS.Landlord reservesthe right at any time to(I)establish,modify and enforce reasonable rules an d regulations from time to time with respect to the Building which are consistent with Tenant's Permitted Use,do not interfere with Tenant's reasonable enjoyment of the Premises and are consistent wile the rules and regulations attached hereto as Exhibit"B"; (d)make changes or revisions to the Building,including without limitation,additions,subtractions,rearrangements or modifications,provided that such changes are acceptable to Tenant,to which such changes cannot be unreasonablywithhold so long as said changesarefor the preservation of the Building or safety rel ated;and(iii)sell the Building(oranyportion(s)thereof) and assign this Lease,the Deposit and Prepaid Rerittothe purchaser,and upon such assignment by Landlord and assumption bypurchaserof all oflandlords obligations under the Lease,Landlord shall be released from all subsequent obligations under this Lease and Tenet agrees to attomto such purchaser,or any othersuccessor or assignof Landlord through foreclosure or deed in lieu of foreclosure orotherwise,and to recognize s uch person as successor Landlord underthis Lease.Landlord shall have the right to erectin connection with anyconstruction temporary scaffolds and other aids to construction on the exterior of the Premises and Building,provided that access to the Premises shall not be denied;and to install,maintain,repairand replace within the Premises pipes, ducts, conduits,wires and all other mechanical equipment serving the Budding in connection with Landlord's maintenance and repair obligations set forth herein,allot which shall be done in a manner that will not unreasonably deny Tenant's use thereof.. 25, ESTOPPEL CERTIFICATE. Within ten(10)calendar days after written demand by Landlord and receipt of the requested certificate,Tenant shall execute and deliver(in recordable form)a certificate to any proposed mortgagee or purchaser,orto Landlord,togetherwith a true and correct copy of this Lease, certifying(with such exceptions or modifications as may be asserted by Tenant in good faith)that(i)this Lease is in full force and effect without modification,(ii)the amount of Prepaid Rent and Deposit paid by Ten ant to Landlord,(Ji)Landlord has performed all of its obligations under this Lease and there are no defenses,counterclaims,deductions or offsets outstanding orotherexcuses for Tenant's performance under this Lease,and(iv)anyother fact reasonably requested by Landlord or proposed mortgagee or purchaser, Landlord may present to Tenant a form of such certificate,and Tenant's faillure to properly execute and deliver such form of certificate(with such exceptions or modifications noted therein as maybe asserted by Tenant in good faith)within ten (10)days after request therefore shall be conclusive upon Tenant as to the truth of all such statements,maybe relied on by any person holding or proposing to acquire an interest in the Building or any part thereof or this Lease from or through the other party,and that this Lease is unmodified and in full farce and effect.Further,Tenant's failure to properly execute and deliver such form of certificate within ten(10)calendar days after its receipt of same and Landlord's written request therefore by Landlord shall,at Landlord's option,bean Event of Default,not subject to cure. 26, ACCORD AND SATISFACTION,No receipt and retention by Landlord of any paymentten dared by Tenant in connection with this Lease shall give rise to o r support or constitute an accord or satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary,unless Landlord expressly agrees to an accord and satisfaction,or a compromise orothersettlement,in a separatewrifing duly executed by Landlord.Landlord may receive and retain any and all payments so tendered,notwithstanding any accompanying instructions by Tenant to the contrary.Landlord will been tilled to treat anysuch payments as received on acciount of Rentinterest,expense ordamage,in such amounts and in such order as Landlord determines in Landlord's sole discretion. 27. SEVERABILITY.The parties intend this Lease be legadyvaid and enforceable in accordance with all of its terms,covenants and condition s to the fullest extent permitted by law. Ifany term, covenant or condition hereof shall be invalid or unenforceable,the parties agree that such term,covenant or condition shall be stricken from this Lease,the same as if it had never been contained heron. 28, SUBORDINATION.The rights of Tenant are and shall be,at the election of any mortgagee,subordinate to such lien of any mortgage or the lien resulting from any other method of financing or refinancing,nowor hereafter in force against the Premises,and to al ladv ances made or hereafterto be made upon the security thereof("Superior Instruments"),as applicable.This Section 28 shall be self-operative and no further instrument of subordination shall be required by any mortgagee.Tenant ag rees upon request of Landlord,from time to time,to execute whatever documentation may be reasonably required to effect subordination. 1039440'30785392 t.Q ........... ......M................................. 29. TIME.Time is of the essence of this Lease and applies to all terms,covenants,and conditions contained herein.All"days"set forth in this Lease shall be deemed to be"calendar days"unless specified to the contrary. 30. SUCCESSORS AND ASSIGNS.All terms,covenants and conditions to be observed and performed by Tenant hereundershall be applicable to and binding upon Tenant's respective heirs,administrators,executors,and permitted successors and assigns. 31. REL6JIONSHIP OF P6BTIES.Anythinginth is Lease to the contrary notwithstanding,it is agreed that Landlord shall in no event be d eemed to be a partner of Tenant in the conduct of its business nor s hal I Landlord be liable for any debts incurred by Tenant in the conduct of its business.The relationship of the parties during the Term shall at at l times be that of I andlord and tenant. 32. CAPTIONS MD SECTION NUMBERS.The captions and section numbers are for convenience of reference onlyand in noway used to construe or mod ity the provisions in this Lease.Whether or not so stated in any particular provision of this Lease,each and every term,covenant and condition on Tenant's part hereunder constitutes a material i ndueement fo r Landlord to enter into this Lease. 33. AUTHORITY:LIABILITY. If Tenant signs as a corporation,partnership,or other entity,each of the persons executing this Lease,on behalf of Tenant,does hereby covenant and warrant to Landlord that Tenant is duly authorized to transact business,is in good standing and existing,is qualified to do business in the State of Florida,has full right and authority to enterinto this Lease,and the persons signing on behalf of Tenant were authorized to do so.K two(2)or more individuals,corporations,p arinerships o r other business associations(or any combination of two(2)or more thereot)shall sign this Lease as Tenant,the liability of each such individual,corporation,partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to bejoint and several and all notices,payments and agreements given or made by,with orto any one of such indivi duals,corporations, partnerships,or other business associations shall be deemed to have been given or made by,with or to all of them. In like manner,if Tenant shall be a partnership a rother business ass odati on,the members of which are,by virtue of statute or federal law,subject to personal liability,th e I iability of each such member shall be joint and several. Nothing contained in this tease shall be construed so as to confer upon anyolher parry the rights of a third party beneficiary, except rights contained herein for the benefit of any mortgagee(s)of Landlord. 34, APPLICABLE LAW.This Lease shall be construed under the laws of the State of Florida.Should any provision of this Lease require judicial in terp retation,it is agreed by the parties hereto that the court i nterpreting it shat I not apply a p resumpti on that any such p rovi sion shall be more strictly construed ag ai n st the partywh o itself or th rough its agent prepared the same,as all parties have participated in the preparation of the provisions of this Lease and that all terms,covenants and conditions were n egctiable. 35. A KN WLED E ENT INDE NI Y AND HOLD HARMLESS. Tenant has inspected the PremisespriortoitsexecutionofthisLeaseandTenant hash ad the full opportunity to evaluate its condition and Tenant,by Tenant's taking possession of the Premises,acknowledges that Tenantis taking it in"AS IS"condition with no representations o rwarranties whatsoever by the Landlord,or Landlord's agents,as to its cond tion or compliance with any Governmental Requirements. Tenant acknowledgesth at throughout the Term,and any extension(s)thereto,that Tenant,at Tenant's sole cost and expense,shall cause the Premises to be in compliance with all Governmental Requirements. To the extent not prohibited bylaw and excluding the Excluded Matters,Tenant agrees to and hereby does indemnify,protect,defend and hold Landlord and each of Landlord's officers,employees,agents,successors and assigns,free and harmless from and against any and all claims,demands,damages,lawsuits wherein it is alleged the Premises is in violation of any Governmental Requirements,including but n of limited to any lawsuit oraction al leging a violation of the Federal American with Disabilities Act("ADA'),oras amended thereto (and any state or other related ADA lawsuits/actions)and other proceedings,costs,and expenses(including,without limitation,reasonable attorneys'fees) arising d ifectly orin directlyfro m or out of,or i n anyway connected witch any claim,loss of life,bodily i nj ury and/or dam age to the Premises Orth a envirormuxht arising from or out oftheoccupancy or use byTenantofthePremisesor anypartthereof or any otherpartofthe Premises,occasioned wholly or in partby any act o r o mission of Tenant,o r Tenant's agents employees or i nvitees,caused by,incurred o r res to ting from Tenant's operations of or relating in any manner to the Premises,whether relating to alteration,maintenance or use by Tenant or any person thereon,or Tenant's failure to fully and timely comply with the terms,covenants and conditions of this tease or any applicable law,statute or code.In addition,Tenant acknowledges and agrees that as of the Lease Commencement Date,at Tenant's sole cost and expense,and subject to the Excluded Matters forwhich Tenant shall have no liability,Tenant is liable for maintainingthe Premises inaccordancewith all federal,stateand local laws,and isliableforall coststo cure and/or correct any violationof lawat Tenants soleexpense. Landlord shall have the right,but not the obligation,to perform such corrective work and Tenant will be req ui red to pay same within thirty(30) days of receipt of Landlord's invoice.Tenant's obligations under this Section shalt survive for One Hundred and Eighty(180)days after the expiration or termination of this Lease. 38. NDEMN TI N. If all or any part of the Premises shall betaken under power of eminent domain or like power,or sold under imminent threat thereof to any public authority or private entity having such power,this Lease shall terminate as to the part of the Premises so taken o rs of d,effective as of the date possession is required to be delivered to such authority or entity. Rent for the remaining Term shall be reduced in the proportion that the Premises is reduced by the taking, if a partial taking or sale of the Premises(i)reduces the size of the Premises by more than twenty percent(20%),or(ii)renders the Build!ng commercially unviable to Landlord(in Landlord's soled isc ration),Tenant in the case o f(i),or Landlord i n the cas a of(ii),may terminate this Lease by notice to the other patty within thirty(30)days after the terminating party receives written notice of the portion to be taken or sold,such termination to be effective when the portion is taken or sold. All condemnationawards and similaTpayments shall be paid and belong to Landlord,except any amounts awarded or paid specifically forTeriant'stradefixturesand relocation costs(provided such awards do not reduce Landlord's award). Without limiting thegeneralityof the foregoing,all I easehold interest awards shall belong to and be paid to Landlord,and Tenant shall execute any assignment or other documentation requested by Landlord to effectuatesuch award or payment. 37. BROKER INDEMNIFICATION.Tenant represents and warrants to Landlord that no broker or agent,other than Alan Sperling,negotiated or was instrumental in negotiating or consummating th is Lease,and Tenant shall indemnify Landlord against any losses,expenses(including reasonable attorneys' fees),cost or I lability incurred by Landlord as a result of a claim by any otherbroker o rfi nder. 38. SURRENDER OFPREMISES.Tenant agrees tosurrender toLandlord,atthe expiration orearlier termination ofthis Lease,the Premises in(i)as good oonditi on as the Premises were at the Lease Commencement Date,ordinary wear and tear excepted;(e)Tenantshall remove its trade fixtures,furnishings and equipmentfrom the Premises and shall repair any damage caused by such removal;and(iii)Tenant shall also remove all rubbish from the Premises. Provided that Landlord has given Tenant thirty(30)d ays'prior notice,Tenant hereby expressly authorizes Landlord as agent of Tenant,to remove such rubbish and make such repairs as maybe n ecessaty to restore the Premises to such condition at the sole cost and expense of Tenant.Theo blgation of Tenant and rights of Landlord under this Section 36 sh all survive the expiration or earliertermi nation of this Lease. 39, ATTORNEYSFEE$.Ifeitherpartyheretobringsanactiontoenforcethetermshereofordeclarerightshereunder,theprevailingpartyinanysuch action,on tri at or appeal,shall been titled to its costsand reasonable attorneys fees,including at I appeals from then on-prevailing party. V;5 10394401307853$21,x2 40. RECOR)INC.In no event shall this Lease or any memorandum ornotioethefeof be recorded. 41. FORCE MAJEURE.Landlord shall not be required to perform any term,covenant or conditionin this Lease so long as such performance is delayed or prevented by force majeure,which shall mean acts of God,pandemics(including but not limited to COVID-19,or related strains,mutations,o rvarAons of COVID-19)labor disputes(whether lawful or not),material or labor shortages,restrictions by any Governmental Authority,civil riots,floods,hurricanes,and any other cause not within the control of Landlord. 42. HAZARDOUS WASTE.Tenant shall neither cause nor permit:(i)the Premises to be used to manufacture,process,transport,store,handle,or dispose of,Hazardous Materials,exceptin compliance with all applcable Governmental Requirements,nor(ii)a release of Hazardous Materials onth the Premises on the partof Tenant,its agents,employees and invitees.Tenantshall defend,indemnify and hold harmless Landlord,and Landlord's employees, agents,officers and directors,from and against any claims,demands,damages,costs or expenses of any kind or nature,known or unknown contingent or otherwise(including,without limitation,attorneys'fees(including paralegals'and similar persons')at both the trial and appellate levels,consultant fees, investigation and laboratoryfees,court costs and litigation expenses),arising out of,or in any way related to the above or any violation of Govemmenlal Req uirements caused by Tenant,its agents,employees,invitees or customers.The term"Hazardous Materiae'includes,without limitation,any flammable explosives,radioactive materials,Hazardous Materials,hazardous wastes,hazardous ortoxicsubstancesor related materials defined in the Comprehensive Environmental Response,Compensation,and Liability Act of 1980, as amended (42 U.S.C. §§960 et seq.),the regulations adopted and publications promulgated pursuant to the fo regoing an d any other Governmental Requirements.The p rovisions of this Section shall be i n ad d ition to an yo/hero bligaions Tenant may hav eta Landlord at law or in equity under th is Lease,and shall survive the expiration or earlier termination of this Lease. 43. RADON QM,Radon is a naturally occurring radioactive gas that,when it hasaccumulated in a building in sufficient quantities,may present heath risks to persons who are exposed to it overtime. Levelsof radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your co unty public health unit, 44. WAIVER OF TRIAL BY JURY.Landlord and Tenant agree and WAIVE TRIAL BY JURY in any action,proceeding orcounterdaimbrought byeilher party ag ai nst th a other o n any matters arising o ut of or in anyway connected with this Lease.This waiver is made without d uress an d only after each party has consulted with l egal co unsel. 45. RENEWAL OPTIONS. Provided no Event of Default has occurred and is continuing as of the date Tenant seeks to exercise its renwd options, Tenant shall have two(2)options(each a"Renewal Option")to extend the Term of this Lease for an ad ditional five(5)year term(such 5 year renewal terms referred to as"First Renewal Term"and"Second Renewal Term"in Paragraph 1.1 of this Lease),provided that with respect to each of Tenant's ReneNd Options,Tenant g ives Landlord not less than one hundred twenty(120)days prior written notice,in advance of the expiration of the then current term,of ils election to proceed with a Renewal Option. Tenant's renewal options are independent from each otheran d Tenant may exercise its first Renewal Option for the First Renewal Term,without any o bl'igation to subsequently exercise its second Renewal Option. 46. LANDLORD'S OPTION TO TERMINATE THE LEASE. Landlord shall have the optionto terminate this Lease(the"Landlord'sOption to Terminate the Lease")subj ect to th a fo I lowing conditions:(i)th e fl rst eight(8)years of the Term of this Lease from the Lease Commencement Date(the"Blackout Period") have elapsed;(ii)Landlord shall provideTenantwith two(2)years'advancewritten notice("Landlord's Termination Option Notice')of its decision to demand a return of the Premises;(iii)Landlord shall pay to Tenant the sum of Fifty Thousand Dollars($50,000.00)(the"Termination Fee")contemporaneous with its delivery of Landlord's Termination Option Notice to Tenant(provided,however,that foreach additional ful I yearwh ich has elapsed subsequent to th a Blackout Period,the Termination Fee shall be reduced by$10,000);and(iv)Tenant shall have the right to vacate the Premises and terminate this Lease at any time fo Ilowi ng receipt of th a Land lord's Termination Option Notice,and no further Rent or other payments shall bed ue from Tenant to llowing its surrender of the Premises to landlord. In the event Landlord exercises Landlord's Option to Terminate the Lease,Tenant(Including any subtenant)shall execute a limited release,as reasonably required by the Landlord,and/or any other third parties,for the limited purpose of surrendering any rights of Tenant to possess the Premises following Landlord's termination of the Lease pursuant to this Section 46.Landlord shall reimburse Ten ant an amount eq ual to the unamortiasd cost (basad on a 39-year straight line depreciation calculati)n)of Tenant's capital improvements(as defined by the Intemat Revenue Service)to the Premises including,without limitation,all of the Ten ant's Work set fo dh on Exhibit"A",less any and all City of Boynbn Beach CRA funds received by the Tenant. 47. RIGHT QF FIRST REFUSAL. If during the term of this Lease,Landlord proposesto sell its interest in the Building to a third party,Landlord shall first notify Tenant of its intentions and provide Tenant with a rig ht offirst refusal as follows:Togetherwith Landlord's notice to Tenant of its intention to sell the Build!ng("Landlord's Notice'),Landlord shall provide to Tenant a copy of an executed contract from a willing buyer(the"Sales Contract"),detailing the terms and conditions upon which such buyerhas offered to purchase Landlord's interest in the Building. Tenant shal h we ten(10)calendar days from its receiptof Landlord's Notice to agree to purchase Landlord's interest in the Building on theterms and conditions contained in the Sales Contract. In the event Tenant fails to accept such proposal within such ten(10)calendar day period,Landlord shall have a period of s ix(6)months from the date of Landlord's Notice in which to sell the Building on terms which are no more favorable to a proposed buyer than contained in the Sales Contract. If Landlord proposes to sel the Building on terms more favorable than those contained in the Sales Contract(excl uding minor modifications or amendments that don ot materially changethe business terms contained in the Sale Contract as proposed),or beyond such six(6)month period, Landlord shall provide Tenant with another Landlord's Notice and Sales Contract proposing such subsequent sale,and Tenant shall have ten(10)calendar days from receipt of such notice to accept such revised offer,or Landlord shall befreeto sell the Building as provided above. 1039440130785382 Lv2 0 IN WITNESS WHEREOF,the respect veparteshave signed,sealed and delivered this Lease on the date and year written below. WITNESSES: LANDLORD: 501 N Feder , LLC,a Florida limfted liability company By: Sign Antfrny Mfwjo,Authorized Member Print 4JACA Date: Paij 2021 Sign ,int t WITTn t NESSES: TENANT: So uth er n G o If Cars,I n clrl� By: S,. n Walter Ronald Smith,It,Owner Date: 2021 Prier 1039440307S534� E)GODIT"A" TENANT'S WORK 1. Throughout the Building, install new commercial grade:(i) hurricane impact windows;and(ii) hurricane impact doors.Create a rear entrance to 501 Building. 2. Connect units/remove walls throughout the Building 3. Interior renovations. 4. Secure parking lot with decorative barriers on South and West Side of Property. install Stanchions on North side of property between two parking lots. Secure drivewayswith some type of barrier when building is not in use. S. Replace HVAC units as needed throughoutthe Building. 6. Remodel bathroom in Building, minimum one bathroom at Building. 7. Changefapde of Building to be cleanermore modern look. 8. Paint entire Building. 9. Replace outside lighting onfront and back if building exterior. 10. Remove interiorwalls and buildout interiorto make an open concept with a fewoffices in Building. 11. Install a flooring system consistent with a showroom/storefront look,epoxy flooring or porcelain or any othersimilar flooring seen fit by tenant. 12. Install signage on Building: Company Name and Manufacturer signage as required to meet dealer agreements. EXHIBIT"B" RULES AND REGULATIONS The following rules and regulations pertaining to the operation of the Building and the Premises have been promulgated by the Landlord, Wheneverinthese Rules and Regulations the word"Tenant"is used,it shall betaken to apply to and include the Tenant under the Lease and its agents,employees and inks. Similarly,the word"Landlord"shaliinclude the Landlord,its agents,employees,and invites. All capital ized terms shall have the meanings asset forth in the Lease. 1. All glass,window,door,and othersurfaces within the Premi sesshall be kept in an eat and clean condition at al I times by Tenant. Tenantshallkeep and maintain the interiorof the Premises orderly and in a neat and clean condition at all times. 1039440M7853821.v2 2. Water closets shall not be used foranypurposeolherth an those for which theywereconstructed and intended,and no sweepings,rubbish,ashes, newspapers,or anyothersubstanceofany kind shall bethrown inthese. Wasteful and excessive orun usual use of water is prohibited. 3. All trash should be disposed of in plasticbagsand placed in the Building d umpster. Wastebaskets are not to bed umpeddirectly into the dumpsler. In the event Tenant must d is pose of crates,boxes,etc.,which will not fit ink)the d umpster,it will be the responsibility of Tenant to d ispose o fsame at Tenant's sole cost and expense. 4. In ten tionaly d eleted. 5. In order to insure p roper use and care of the Building,Tenant shall not: a. Obstruct in anyway the sidewalks. b. Place floor mats a r otherobjects outside the interior boundaries of the Premises. c. Store,test,or use any materials in the Premises or elsewhere within the Building which could cause a fire or explosion or produce any fumes or vapors which would be harmful or objectionable to other tenants within the Building or Landlord or which might in any way increase or tend to increase the risk of fire or damage or the rate of fire insurance,orwhich will conflict with the regulations of the Rre Department or the fire laws,or with the rules and regulations now or hereafter promulgated by any public authorityor by the City of Boynton Beach or any equivalent body. Tenant shall comply with all ofthe rules and regulations,as promulgated from time to time,of the City of Boynton Beach and/or Palm Beach County Building Code,along with the City of Boynton Beach and/or Palm Beach County Fre Department. d. Usethe Premises as living orsleeping quarters. e. Usethe Premisesforany immoral orillegal purpose. f. Permitto do any cookingwithin the Premises without the express prior written consentof the Landlord. g. Intentionally d eleted. h. Inten tionaly deleted. i. Interferewith Landlord-furnished and main tai nedutilities. j. Change locks of any doors to or in the Premises without the prior written consent of the Landlord and without providing keys tothenew locks to the Landlord's property manager for emergency use. No additional locks or bolts of any kind shall be placed upon any of the doors and windowsof the Premises. k. Con ductauction,fire,or bankruptcy sales in the Premises. 6. Landlord shall have the right to amend or make such other and further reasonable rules and regulations as in the judgment of the Landlord may, from time to time,be needed for the safety,appearance,care,and cleanlnessof the Building and for the preservation of good order therein. Landlord shall not be responsible to Tenant for any violations of rules and regulations by other tenants. 7. Landlord may,upon request of any Tenant,waive compliance by such Tenant of any of the foregoing Rulesand Regulations,provided that(i)no waiver shall be effective unless signed by Landlord or Landlord's authorized agent;(ii)any such waivershall not relieve such Tenant from the o bI i g ation to co mpl ywith such Rules and Regulations in the future un less expressly consented to by Landlord;and(iii)no wai verexp cess lyg ranted to anyone or more Tenants shall relieve any other Tenant from the obligation of complying with all of these Rules and Regulations unless such other Tenant or Tenants have received a similar waiver,in writing,from the Landlord. 1039440\30785 3821.v2 GOOD GUY &ONE YEAR ROLLING LEASE. GUARANTY ONLY AFTER LIMITED GUARANTY OF FIRST FOUR YEARS OF THE LEASE ("G4ARANTY") In consideration of,and as an inducement for,the execution and delivery by 501 N FEDERAL HWY LLC, a Florida limited liability company ("Landlord") of the Lease dated April _, 2021 (the "Lease"), as Landlord, and SOUTHERN GOLF CARS INC., a Florida corporation ("Tenant"), as Tenant, leasing 425 NE 4th Street, Boynton Beach, Florida 33435 (the "Premises"), the receipt and adequacy of which are hereby acknowledged, WALTER RONALD SMITH, II (the "Guarantor") hereby, on behalf of himself and his heirs, administrators,executors, successors and assigns, unconditionally and absolutely guarantee to Landlord and its successors and assigns the full performance and observance of all of the rents and other sums to be paid, and the covenants, conditions, and agreements to be performed, by Tenant underthe Lease (such obligations being hereinafter referred to as the "Guaranteed Obligations"),without requiring any notice of non-payment, non-performance, non- observance, or non-compliance, or proof, notice,or demand whereby to charge Guarantor therefor, all of which Guarantor hereby expressly waives. Guarantor hereby further expressly covenants and agrees that neither the obligation northe liability of Guarantor hereunder shall in any way be terminated or otherwise affected, modified orimpaired by reason of Landlord's assertion against Tenant of,or Landlord's failure to assert against Tenant, any of the rights or remedies available to Landlord pursuant to the Lease or allowed at law or in equity, excepted as may be limited or capped herein. 2. The Guaranteed Obligations and Guarantor's obligations and liabilities under this Guaranty shall include all reasonable attorneys' fees and disbursements and all litigation costs and expenses incurred or payable by Landlord or for which Landlord may be responsible or liable, to enforce this Guaranty or the Lease, provided, however, notwithstanding anything to the contrary contained herein, in no event shall Guarantor's obligations and liabilities under this Guaranty exceed One Hundred Thousand and 001100 Dollars ($100,000.00), which is the maximum limit enforceable against the Guarantor under this Guaranty. 3. This Guaranty is an absolute and unconditional guaranty of payment and performance(and not of collection} Guarantor acknowledges that this Guaranty and Guarantor's obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects,joint and several,and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person or entity relating to this Guaranty orthe obligations or liabilities of Guarantor hereunder or otherwise with respect to the Lease. Guarantor hereby absolutely, unconditionally and irrevocably waives any and all rights it may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or the obligations or liabilities of any other person orentity relating to this Guaranty or the obligations or liabilities of Guarantor under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforcethe obligations orliabilities of Guarantor under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Landlord and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty orwith respect to the obligations orliabilities of Guarantor under this Guaranty. 4. Guarantor hereby covenants and agrees to and with Landlord and its successors and assigns, that Guarantor may bejoined in any action byoragainst Grantor in connectionwith the Lease, and that recovery may behad against Guarantor in such action or in any independent action against Guarantor. 5. Except as expressly limited under Section 8 below, this Guaranty shall be a continuing guaranty, and shall survive the Lease Expiration Date or the sooner termination of the Lease. Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall remain and continue in full force and effect as to, any amend ment, modification or extension of the Lease or the subletting of all or portions of the Lease Premises, and shall cover, apply to and incorporate all of the terms, covenants, conditions and other obligations of all such renewals, amendments, modifications, extension and sublettings(without need of any notice orconsent of Guarantor thereto) regardless of who occupies the Premises or whether or not any portion of the Premises is occupied. In the event of a permitted assignment of this Lease, the Guarantor will be fully released and substituted with a replacement guarantor ("Replacement Guarantor") provided that the Replacement Guarantor: (i) has a comparable net worth to the undersigned Guarantor, or has a verifiable minimum net worth of One Million and 001100 Dollars ($1,000,000.00); and (ii) the Replacement Guarantor executes a guaranty substantially similar to this Guaranty. 6. Additionally, Guarantor further covenants and agrees that this Guaranty shall not be affected or impaired by, and shall continue in full force and effect notwithstanding (i)the enforceability or unenforceability of any provision of the Lease or any such renewal, amendment, modification,extension thereof, or any assignment of the Lease (except when released and substituted with a Replacement Guarantor as set forth in Paragraph 5 of this Guaranty) for orany interest therein, orsublease of all or any portion of the Premises, (ii) any extension of timethat may be granted to Tenant or its successors orassigns, (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalinq of 1._;/V assets and liabilities, receivership, insolvency, bankruptcy, assignment forthe benefit of creditors, reorganization, arrangement or readjustment of, orother similar proceeding affecting the Tenant or any individual Guarantor or any of its ortheir assets or the disaffirmance, rejection or postponement in any such proceeding of any of Tenant's obligations or undertakings set forth in the Lease, or any individual Guarantor's obligations under this Guaranty, (iv) the merger or consolidation of the Tenant with any corporation, or the sale, divesture orother disposition of any or all of the interest of Guarantor in the Tenant or any entity controlling, controlled by or under common control with Tenant, or of any interest of Tenant or such controlling entity in any individual Guarantor or each and every Guarantor, (v) any modification, reduction or other limitation of the Guaranteed Obligations that may occur pursuant to any bankruptcy, insolvency, orsimilar proceeding affecting Tenant, or(vi) any event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or surety under the laws of the State of Florida orthe federal government. Without limiting the provisions of clause (v) above, this Guaranty s hall be determined, measured and calculated without taking into account any of the modifications, reductions or other limitations of the Guaranteed Obligations described in clause (v) above. Guarantor's obligations and liability under this Guaranty for the Guaranteed Obligations shall be determined as if no such modification, reduction or limitation had occurred, and accordingly, Guarantors obligations and liabilities underthis Guaranty may exceed Tenant's obligations and liabilities underthe Lease. For purposes hereof, "control" shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation orotherentity whether through the landlordship of voting securities, by contract orotherwise. T. Guarantor warrants and represents that he has the legal right and capacity to execute this Guaranty and that he will realize direct and substantial benefit from the Lease. In the event, and to the extent, that this Guaranty shall be held ineffective or unenforceable by any court of competent juhsd iction, then Guarantor shall be deemed to be a "Tenant" under the Lease with the same force and effect as if Guarantor were expressly named as a co-tenant therein with joint and several liability. 8. Notwithstanding anything to the contrary herein contained, provided Tenant: (i) has occupied the Premises for a minimum of four(4) years from the Lease Commencement Date (as defined in the Lease); (ii) is not in default under any of the terms, covenants, and conditions of the Lease, beyond an applicable cure period; (iii) gives Landlord not less than four(4) months prior written notice of its intention on a date certain to vacate the Premises (the "Surrender Date"); (iv)surrenders and delivers to Landlord vacant possession of the Premises (as defined in the Lease) on the Surrender Date, in the condition required by the Lease at the expiration of the Lease, then the liability of the Guarantor for payment and performance of the Guaranteed Obligations pursuant to this Guaranty shall be further limited to the payment of all Base Rent, Additional Rent and Tenant's Percentage Share of the amount of any increase forinsurance Expenses and Real Estate Taxes above those incurred during the Base Year from the Surrender Date, due collectively, for an additional period of a twelve (12) consecutive months period immediately following the Surrender Date which shall be accelerated and paid in full to Landlord in certified funds, or wire, on the Surrender Date (Tenant shall pay the same increase for Insurance Expenses and Real Estate Taxes equal to a sum of the last such payment). Notwithstanding the foregoing, nothing contained in this Guaranty shall release Tenant from any liability under the Lease or limit its liability thereunder. If any payment by Tenant or Guarantor shall be cancelled, set aside, rescinded oravoided in any bankruptcy, insolvency orotheraction or proceeding, this Guaranty shall be reinstated automatically. Landlord shall use commercially reasonable efforts to mitigate any liability of Guarantor under the Lease, or extension thereto, by expending the same efforts to re-let the Premises as Landlord utilized to obtain the current Tenant or a tenant forthe Premises. In the event Landlord eams income from a new tenant during the twelve month period following the Surrender Date, then such income earned during that twelve month period by Landlord shall first offset the full cost of a real estate commission earned by a professional who re-leases the Premises, if any, and then any additional income remaining from re-leasing the Premises shall be returned to the Guarantor, after Landlord's receipt of such payment, reducing the Guarantors one year rolling guaranteed obligation("Guarantor's One-Year Rolling Guaranteed Obligation") and be repaid to the Guarantor, but only if the Guarantor has previously made all required payments set forth in this Guaranty, 9. All of Landlord's rights and remedies under the Lease and/or under this Guaranty are intended to be distinct, separate and cumulative and no such: right or remedy therein or herein mentioned, whether exercised by Landlord or not, is intended to be in exclusion or a waiver of any of the others. This Guaranty cannot be modified, waived or terminated unless such modification, waiver or termination is in writing, signed by Landlord, 10. No failure or delay on the part of Landlord in exercising any right, power or privilege under this Guaranty shall operate as a waiver of or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof orthe exercise of any other right, power or privilege. 11. No payment by Guarantor pursuant to any provision hereof shall entitle Guarantor, by subrog ation or otherwise, to the rights of Landlord to any payment by Tenant or out of the property of Tenant, and Guarantor hereby waives such subrogation, except after payment in full of all sums owing by Landlord under the Lease. 12 As a further inducement to Landlord to make and enter into the Lease, Guarantor covenants and agrees that 1039440307853821.v2 .............................. ...... (i) in any action or proceeding brought in respect of this Guaranty, Guarantor hereby WAIVES TRIAL BY JURY, (ii) County or Circuit Court of the State of Florida forthe County of Palm Beach (or, in a case involving diversity of citizenship, the United States District Court forthe Southern District of Florida)shall have jurisdiction of any action or proceeding and (iii) service of any summons and complaints or other process in any such action or proceeding may be made by certified mail directed to Guarantor at the address below set forth, personal service being hereby waived. If service is made by certified mail, then service shall be deemed made three (3) days after same is so mailed. This Guaranty shall be enforced and construed in accordance with the laws, of the State of Florida and shall be binding upon and inure to the benefit of Landlord and Guarantor and their respective heirs, executors, administrators, legal representatives, successors and assigns. 13, Subject to the provisions of Section 8above,for purposes hereof.Guarantor shall be deemed to have breached is obligations underthis Guaranty and be in default hereunder in the event that any of the following events (each, a "Default") shall occur: a. Guarantor makes an assignment for the benefit of creditors or petitions or applies to any court for the appointmentof a trustee or receiver foritself orforany part of itsassets,orcommences any proceedings under any bankruptcy, insolvency, readjustment of debt or reorganization statute or law of any jurisdiction, whether now or hereafter in effect; or if any such petition or application is filed or any such proceed ings are commenced, and such entity by any act approves thereof, consents thereto or acquiesces therein; or an order is entered appointing any such trustee or receiver, or adjudicating such entity bankrupt or insolvent, or approving the petition in any such proceeding, or if any petition or application forany such proceeding orforthe appointment of atrustee or receiver is filed byany third party against any entity comprising Guaranto r or any entity with which any such entity consolidates forfinancial reporting purposes or their respective assets or any portion thereof, and any of the aforesaid proceedings is not dismissed within sixty (60)days of its filing-, or b. Guarantor shall fail to perform the Guaranteed Obligations within five (5) business d ays after written demand therefor. ca Specific only to this Paragraph 13, and should Paragraph 13(a) apply to the Guarantor, then the Guarantor's obligations and liabilities of this Guaranty shall be further limited and capped at One Hundred Thousand and 00/100 Dollars ($100,000m). 14. If Landlord is obligated by any bankruptcy or other law to repay to Guarantor ortoany trustee, receiver or other representative of any of them, any amounts previously paid, then this Guaranty shall be reinstated in the amount of such repayment. Landlord shall not be required to litigate or otherwise dispute its obligations to make such repayments if it is in good faith and on the advice of counsel believes,that such obligation exists. 15. Subject to the liabilities, obligations, and, capped financial limitations of this Guaranty, expressly set forth herein, Guarantor shall remain liable for the payment of amounts required by, and responsible for the observance of all of the covenants, agreements, terms, provisions and conditions of, this Guaranty, 1& If any provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be held void, unenforceable or invalid, then the remainder of this Guaranty or the application of such p rovision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affeced�ther y, and each provision of this Guaranty shall be valid and enforced to the fullest extent permitted by law. r IN WITNESS WHEREOF, the undersigned has executed this Guaranty on this day of ApAt 2021 GUARAN OR: WALTER RONALD SMITH, 11 Soo. Sec, No.: Date of Birth: Attached Driver's License: Yes or No (circle one) Home Address: S v 1039440\.A853921 ZI YV ..................... .: C 41 NATE OF FLORIDA ) ss: COUNTY OF� ,� The foregoing instrument was acknowledged before me by means of physical presence or ED online notarization, this - day Of .fes 21, by WALTER RONALD SMITH II. He is personally known to me, or has produced the following type of i entificati n ^ and who did not take an oath. I My Commission Expires: _ �{ ' Not ry P lic, Mate of Florida Print Name of Notary Commission No. ' G— LUIS ADIAZ My COMMISSION#GG 922646 EXPIRES:Frrbrua14,2024 '... `. Bodes}Tin NoUnderwfts i 103944W30785382 1.v2 I (F Ii1 1 C E!� !4f I 1 t I t `!� 4 L f Iii 1 i LO T 0 0 CD CSD CD eV c3J u"4 CD c "- I- C LD c U) v cu S' 0 C e 3 0 0 - - 0 N 0 U cn _0 LU (t5 O 0 f.3 m m s 2 U ui�ran� f L co —i . < EL W C) [7 C , CG ui Xu n U- u 0 Y EJ Z 0 LOLY5 ct (LJ 0 uj 2 cr- va LO (10 Ln LO " CD zr 6C) ra CN LO CS Car) CD u7 u i �v C) LOLO u� W W � LLJ L o u Cf) t— cn H 2 ZF— O co (r) cr u.i cam /�� - - uJ Q C3 C5 L9 Y.0 R.? I LO Lam... Lt7 LU cc * LL J CD� i19 (} ;- IX� J €7 z Lu U1 0U) Li- 0 d uLi- U (D U- 1 C Z {L3 < Lt? LU #- n G5 RENOVATIONS/ 507 N Federal Hwy, BOYNTON BEACH 1. Secure parking lot with decorative barriers on south and west side of property. Install Stanchions on North side of property between two parking lots. Secure driveways with barriers for when buildings are not in use. 2. Insulate exposed ducts. one building has an existing unit. Price includes new ductwork, returns and thermostat. 3. Design and change facade of both buildings to a cleaner and modern look, remove facade and install fake suspension rods to existing facade. 4. Replace store front door and fixed windows glass to top of beam at front of store. Impact. Choice of clear or low e, tinted or frosted glass permit and installation included. Plans and permit included. 5. Exterior Paint of the complete walls of building, includes pressure washing and 1 coat of prime and 2 coats of paint, Benjamin Moore or equal 6. Replace outside lighting on front and rear of building. 7. Complete bathroom remodel: Includes labor and material to replace flooring, toilet with American standard elongated and handicap height, install new wall hung sink and faucet American standard brand or equal including lever faucet, replace bathroom door, exhaust fan, light fixture and paint is included. New grab bars and signage 8. Remove all interior walls and buildout interior to make an open concept office in demo building and 1 enclosed office in building. Build an equipment closet for phone and camera. 9. install a flooring system consistent with a showroom 1 storefront look, epoxy flooring, porcelain or vinyl flooring. flooring material allowance of 2.50s.f. installation included. Materials samples to be provided by contractor or suggested by owner. Baseboard to be wood 5 Y4" or vinyl cove base through out 10. General clean up included ARCHITECTURE 11. Prepare signed and seal architecture plans to be submitted to the building department. 3. Cost of permit approx.. not included Total Sixty Thousand Five Hundred dollars ...... $60,500.00 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CONSENT AGENDA AGENDAITEM: 12.K. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Appliance King of America, Inc. located at 622 N. Federal Highway 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 Appliance King of America, Inc., located at 622 N. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - III). Appliance King of America is a family-owned and operated business that is known for its trusted neighborhood appliance sales, repair and maintenance resources in Palm Beach County. They have made the Boynton Beach CRA district its business home for nearly 23 years. Now, they are excited to be expanding into their new location on Federal Highway. As the property owner and tenant of a commercial property, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for interior and exterior improvements including: New plumbing, exterior doors, new parking lot, and new paint and tile throughout. The total cost of eligible property improvements is approximately $88,050 (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: FY 2021-2022 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA P LAN/P ROJ ECT/P ROG RAM: 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 Appliance King of America, I nc. located at 622 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Lease D Attachment IV - Project Quote B ETAOC R,",,CRA COMMUNU REDEVELOPMENT i.,OPME1 T AGENCY October 1 , 2021 — September 30, 2022 BOYNTON BEACH COMMUNITY E VE E T AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANTPROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Gnitia Page 1 of 17 Property Improvement 100 East ocean Avenue,4`" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_prog ram.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.corn or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). Initialg Page 2 of 17 Property Improvement 100 East Ocean Avenue,4'" 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. lnsi jtia� Page 3 of 17 Property Improvement 100 East Ocean Avenue,4" 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. I n i t i a I S Page 4 of 17 Property Improvement 100 East Ocean Avenue,4`h Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.bo,yntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls 0 Plumbing a Flooring • Grease trap installation 0 HVAC system 0 ADA Improvements • Electrical systems, 0 Hood & fire 0 Signage including exterior and suppression 0 Doors/windows interior lighting • Landscaping and 0 Parking lot re-paving, a Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building 0 Painting • Fencing (excluding 0 Demolition of structure 0 Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging 0 Solar electricity and a Security stations - See attached water heating - See 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 0 Medical Research Centers/Housing • Firearm Sales/Shooting Ranges 0 Massage/Personal Services • Religion- Affiliated Retail Stores 0 Churches/places of worships • Non-profit Organizations 0 Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores 0 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 initial Page 5 of 17 Property Improvement 100 East Ocean Avenue, 4'"Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com CBD Retail Stores Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant Hotels/Motels/Bed and Breakfast • Gourmet Food Market (the Board will grant no more than • Bakery four approvals in this category per fiscal year) Tier Two� Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design - home 0 Boutiques - clothing, shoes & furnishings, art galleries, kitchen accessories wares 0 Law Offices • Accounting Offices 0 Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Initials Page 6 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FI.33435-Phone: (561) 600-9090 www.boyntonbeachcra.com • Marketing Offices 0 Medical Offices • Fitness Facilities -yoga, dance 0 Insurance Offices exercise, martial arts, etc. 0 Take Out Restaurants • Auto Services Facilities - repair, 0 Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses - approvals per fiscal year) stationary, gifts, sporting goods 0 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 0 Pawn Shops • Convenience Stores: (Fagade 0 Liquor Store and Security Improvement 0 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, Ini °FIs Page 7 of 17 Property Improvement 100 East Ocean Avenue,4`h Floor, Boynton Beach, FI.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. Initials Page 8 of 17 Property Improvement 100 East Ocean Avenue,4" 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 reguired documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Page 9 of 17 Initlis Property Improvement 100 East Ocean Avenue,4" 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"' V, Page 10 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www,boyntonbeachcra corn 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color "after' photos of the project. 6. A copy of the Certificate of Occupancy/Completion. 7. All in project costs to open or renovate the business for reporting of public to private dollar match By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any par-ties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Initi'`Is Page 11 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTo r:)-, mawBEACH ,� C COMMUNrl'Y REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION B siness Name (d/b/a if applicable)- Current Business Address. Fed 1 D#f Business Phone Number: ( ` Cell: Website:/44 ,/, e,,, ,-�- Hoc - Existing Business: Yes No Number of years in existence: ) { Time at Current Location: m '> New Business to Boynton Beach: Yes No Co you have an executed lease agreement: Yes No X If so, monthly base rent: New Business Address (if applicable): { f L- a l Square footage of current location: ' Square footage of new location: r ' // , E Type of Business: ILII /j<,1< c` a..= r '" f 4 `-I, - �m , e i .' Tier f Business: 0 Tier 2 Business: K Tier 3 Business: o (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: 17) - E - q—5- List -List of improvements seeking reimbursement for: ,,IV e t"j oj 4 , =E ( j fie'i. � � .,.... !v's' 4.../ �G' E,..� { 'x 1 �'ry ` ��' ¢ � e/Y `" d �..e f 9 r p f �✓ i.�Li 4vA "i 1'� r grant amount( }�:: cn p -e- Requested . Page 12 of 17 Property Improvement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435-Phone: (551) 600-9090 www.boyntonbeachcra.com B:OYNTO fA.. _ N APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principalslowners additional sheets may be used) 1. Principal/Owner Name: David W Costanzo Date of Birth: 12/0711983 Email: david aappliancekoa,corn Residential Address: 11605 S Rambling Dr Wellington L 33414 Cell Phone Number: 850-567-7122 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4, Principal/Owner Name: Date of Birth: Email: Residential Address: Gell Phone Number: Are you applying for grant assistance under any other program offered by the BBCRA? Yes X No If yes, what additional programs are you applying for: Rent Reimbursement Page 13 of 17 Property Improvement 100 Fast ocean Avenue,4" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com =,a,=BEACH (,,,, KA APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: 'yes No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: 622 N Federal Highway Investments LLC Landlord's Mailing Address: 622 N Federal Highway, Boynton Beach, FL 33435 Landlord's Phone Number: 850-567-7122 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the terra "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicants). I, the undersigned applicants), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Boa5cL.1 Install Page 14 of 17 Property Improvement 100 East Ocean Avenue,4 cn Floor, Boynton Beach, Ft 33435—Phone: {561}600-9090 www.boyntonbeachcra.com BOYNTON llama B E AC H APPLICANT INFORMATION understand that the purpose of the grant is to further the Baynton Beach Community Redevelopment flan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment 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, 1 hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials r.. Page 15 of 17 Property Improvement 100 Fast Ocean Avenue,4`h Flour, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com ..... �' CRA BEACH. . COMMUNrrY REDEVELOPMENT AGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: Pri ip / wner's S' re Date Printed Name Title 2.. Principal/Owners Signature Date Printed Name Title 1 Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to PrincipallOwner's Signatures - Multiple notary pages may be used if signing individually STATE OF f COUNTY OF 0� t Ir(_:ec 61 BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared 4 r rylCS-1"��00 , who is/are personally known to me or produced /1/-4- /f�? /161d" � 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, l have set my hand and official seal in the State and County aforesaid on this I day of 0 be 20_2, . NOTARY PUBLIC My Commission Expires: JAIAWAGOSTMZO Page 16 of 17 * + #6ik�75168 s Expl 28,20TH! Property Improvement '' �® + TWm 100 hast ocean Avenue,4"' Fluor, Boynton Beach, FL:38435—Phone: (561)604-9090 www.boyntonbeachcra.com BOYNTO BEACK i - z COMMUNIrf REDEVELOPMENT AGENCY LANDLORD INFORMATION LANDLORD SIGNATURES: 1. ! 10/1/2021 Landlord's S' a Date David W Costanzo N1GR Printed Name Title 2.. Landlord's Signature Date PrintedName Title Notary as to Frinc pallOwner's Signatures -Multiple notary pages may be used if signing individually STATE OF COUNTY OF Li BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared 4 � ;70 who is/are personally known to me or produced �n lr f �� 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 A 20 ., F iOTARY PUBLIC L My Commission Expires: j JULLAW cosi O Come#HH 07516 4 EX004;DOMW 25,2024 Page 17 of 17 Property Improvement 100 East ocean Avenue,4" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 3/1/2021 PAPA Maps ��"`" DOROTHYJACKS ev 2 CFA,AAS iI t Palm Beach Co nTy Property Appraiser a,,, e t ttjtt <it Search by Owner,Address or Parcel I L ����t�'';m,"� �_ " - "� � I � } � tt++s I t }�� i�} ���s E 4 4s'��_. `•\ ��4�t¢�1) r;;, 9 1 1�' View Property Record } .� � Owners t 622 N FEDERAL HIGHWAY INVESTMENTS " - t„` •�_ ,u� ,�i t ',r� t 1 `y to ��+ LLC ��a f Property Detail r�r 4th Ave 'tg Or".Tion 622 N FEDERAL HWY 'c. .:`i Miunici,>,.Iity BOYNTON BEACH y;,y ttf t f S 12` (',ica I No 08434522020010030 ,� � - 1-i.ka3lal Ion CIVIC CENTER SUB �� t ,; r} t = - �s `b 3,,r)k 32165 F ge 1246 it -�Ic JAN-2021 a iuy{ 622 N FEDERAL HWY t i ii A:)o I.,, BOYNTON BEACH FL 33435 4125 tl.eTyp, 2400-INSURANCE 1101 } , 1840 i� :t y�( �j � 4 �! \� {t¢ 10 illi i t iir r? r t I 1 1��`, t , Sales Information �i� t �i}� j�ih} �l}}}� k�SSilh` A Sales Date Price :5� t t Jr11S 'lbI JAN-2021 425000 3 = Ii '1 �il�i r ` S t''r ,it)}nJ k rtrr'r r'lit�i�Fty rt tt i(6C�” is{f i} Ls i?; i NOV-2005 243593 � ' JUL 2004 315000 .Y �, NE 4th Fkve JAN 1979 50000 Appraisals Tax Year 2020 a)"m o" ImplV'lu" $103,712 T .adr ti<,i 'b., $129,389 ToiArl-tk,,.iV�.b„ $233,101 +` ' ! iJ;ti1,�"'"Qar t All values are as ofJanuary 1st each year - r Assessed Taxable values ?ri s Tax Year 2020 A ,oV�.lu,' $233,101 I - - � � tY Irz �jtii IV,I� ,c m xi onAtioum $0 i i t ✓ i)�It� iA�ttt t wil', _ s 1 a} t �t t �f'rr1S:J F T-�,�.lal, V.�li.,�. $233 r 101 tl�t � �r Taxesl �t� i s Tax Year 2020 Ao V.Iorem $4,988 Non Ao V Iorem $846 I Tot.I t.x $5,834 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434522000007020 1/1 COMMERCIAL LEASE THIS LEASE, made and entered into this 1St day of March, 2021, between 622 North Federal Highway Investments, LLC, a Florida limited liability company, whose address is 622 N Federal Hwy, Boynton Beach, FL 33435 (hereinafter called "Lessor"), and Appliance King of America, Inc., jointly and severally, whose address is 224 NE 3rd St., Boynton Beach, FL 33435 (hereinafter called "Lessee"). 1. DEMISED PRESMISES: Lessor, in consideration of the covenants hereinafter contained, does hereby demise and lease to Lessee that certain property located at 622 North Federal Highway, Lake Worth, Florida, together with the exclusive right to use the adjacent parking areas (hereinafter sometimes referred to as the "Leased Premises" or "Premises" or the "Demised Premises"). 2. TERM: This Lease shall commence April 1, 2021 ("Commencement Date") and shall terminate three (3) years later on March 31, 2024 ("Termination Date"), unless terminated sooner in accordance with the terms hereof. 3. RENT: The Lessee shall pay Lessor rent ("Rent") in the amount of $2500.00 per month, The Rent shall be all inclusive of base rent, common area maintenance, real estate taxes and property insurance. (a) The first monthly installment of Rent for the month commencing April 1, 2021 shall be due and payable upon execution of this Lease. If the Lease term commences on any day of a month other than the first day, Lessee shall pay Lessor Rent for such commencement month on a prorated basis (such proration to be based on the actual number of days in the commencement month). Rent for any partial month of occupancy at the end of the Lease term shall be prorated, such proration to be based on the actual number of days in the partial month. (b) In addition to the Rent, Lessee shall pay to Lessor each month a sum equal to any sales tax (currently six percent), tax on rentals, and any other charges or taxes now in existence or hereafter imposed by appropriate authority, based upon the privilege of renting the Premises or parking spaces, or upon the amount of Rent collected therefore. 4. UTILITIES: Lessee shall obtain and pay for, at its expense, electric, internet, cable, water and sewer services from the local authorities, as the same shall become due, including all security deposits, if required, 5. CONDITION OF PREMISES: At the Commencement Date, the parties acknowledge that the Leased Premises are delivered in an "as is" condition. Lessor represents that the Premises meets all applicable building codes and zoning regulations. 6. REPAIRS AND MAINTENANCE: Lessor shall be responsible for all exterior maintenance of the Demised Premises, including roof and parking areas, Lessee will keep and maintain 1 the signage and the interior portions of the Leased Premises, including the air-conditioning equipment, in good condition and repair. Lessee shall not permit any waste, damage, or injury to the Leased Premises. Lessor shall not in any way be obligated to maintain, repair or replace any plate glass in connection with the Leased Premises, responsibility for which shall reside solely with the Lessee. If, after notice from Lessor, Lessee refuses to make any repairs or provide any maintenance required of Lessee hereunder, then Lessor may, but shall not be obligated to, make or cause such repairs to be made or maintenance to be provided and lessee agrees that it will in such event pay the full cost thereof to Lessor upon demand, as additional rental hereunder, with all remedies attendant thereon. The Lessee takes all risk of any damage to Lessee's property that may occur by reason of water or the bursting or leaking of any pipes of waste water about said premises, or from any act of negligence of any person, or fire, or hurricane, or other Act of God, or from any cause whatsoever. Lessee shall also maintain the personal property in good condition and repair. 7. SUBORDINATION AND NOTICE OF DEFAULT: This Lease is subordinate to the lien of any present or future mortgage or mortgages upon the Premises, or the property of which the Leased Premises are a part (unless any such mortgagee(s) elects to treat the mortgage as subordinated to this Lease), irrespective of the time of execution or the time of recording of any such mortgage or mortgages, provided that the holder of a future mortgage shall enter into a written agreement with Lessee to the effect that, in the event of foreclosure or other action taken under the mortgage by the holder of the mortgage, this Lease and the rights of Lessee under it shall not be disturbed, but shall continue in full force and effect so long as Lessee shall not be in default. The word "Mortgage" as used in this Lease includes mortgages, deeds of trust or other similar instruments and their modifications, extensions, renewals and replacements and any advances under such instruments. The Lessee shall execute and deliver any instrument that may be required to subordinate this Lease to the lien of any such mortgage or mortgages as shall be desired by Lessor's mortgagees or proposed mortgagees. 8. USE OF PREMISES: Lessee agrees that, during the term of this Lease and any extensions hereto, the Leased Premises will be used and occupied as an insurance agency and for no other purposes without written consent of the Lessor, which consent may be withheld in Lessor's sole discretion. Lessee shall at all times comply with the laws and ordinances of all duly constituted governmental authorities affecting the Leased Premises and the cleanliness, safety, occupation and use of such Leased Premises. Lessee covenants not to commit waste or damage to the Leased Premises and not to use the leased Premises in any way that would constitute a nuisance or hazard with respect to the premises or with respect to neighboring properties. 9. INDEMNITY: Lessee agrees to pay and to protect, indemnify and save harmless Lessor from and against any and all liabilities, losses, damages, costs, expenses (including all reasonable attorney's fees of Lessor), suits, claims, demands or judgments of any nature whatsoever arising from (i) any injury to or the death of any person or damage to property on the Leased Premises or upon adjoining sidewalks, streets or ways in any manner arising out of or connected with the use, nonuse, conditions or occupation of the Premises, and (ii) violation by Lessee of any agreement or condition of this Lease or of any contracts, agreements or obligations to which Lessee is a party and of any restrictions, statutes, 2 laws, ordinances or regulations affecting the premises or any part thereof or the occupancy or use thereof. 10. EMINENT DOMAIN: (a) If the whole or any substantial portion of the Leased Premises shall be taken for public or quasi-public use under any statute by right of eminent domain or by private purchase in lieu of such taking, this Lease and the terra granted by it shall cease and expire as respects the entire Leased Premises on the date when possession shall be taken by the condemning authority. All rents and other charges shall be prorated any paid to that date and Lessor shall refund to Lessee all rents and other charges, if any, paid by Lessee in respect of any period subsequent to such date. (b) If there is a taking of any part of the Leased Premises and the Lease is not terminated as a result, then this Lease shall continue in full force and effect and an equitable proportion of the rent shall be abated for the balance of the term of this Lease. In such event, Lessor, with due diligence and reasonable dispatch and at its own cost and expense, providing Lessor's mortgagee permits the necessary funds to be so available, shall restore the remainder of the Premises to as near its former condition as the circumstances will permit. (c) All damages and payments awarded for any and all taking(s) shall be the sole and exclusive property of Lessor, irrespective of the basis of the award. Anything to the contrary notwithstanding, this Lease shall not limit Lessee's rights, if any, to relocation and moving payments or to business loss payments which may otherwise be the right of Lessee under law so long as no award or payment for the taking or partial taking of the Leased Premises, or by, through or on account of this Lease, is included in such payment. 11. LIABILITY INSURANCE: Lessee, at all times during the term of this Lease, or any renewal or extension hereof, and at its expense, will procure, maintain and keep in force general public liability insurance for claims for personal injury and death occurring in or about the Premises, with limits of not less that one million dollars ($1,000,000.00) in respect to any one accident. Lessee shall deposit such policy or policies of insurance or certificates thereof with Lessor prior to the Commencement Date of this Lease and it shall keep such insurance policies and certificates current. Lessor and its mortgagee(s) shall be named as an insured in said liability policy. Such policy shall provide for a minimum of thirty (30) days for notice of termination, which notice shall be provided to Lessor, as well. In addition, Lessee, at all times during this Lease, shall, at its own expense, maintain Workers' Compensation Insurance covering all persons employed in connection with any work done on or about the premises. 12. DESTRUCTION: If, and only if, the Demised Premises, or any part thereof, shall at any time during the term of this Lease or any renewal term be destroyed or damaged by fire or other casualty included in Lessor's fire and extended coverage insurance, then the Lessor shall be obligated (subject to Lessor's mortgagee permitting such insurance funds to be made so available) to repair and rebuild the said Premises as expeditiously as possible 3 within a reasonable time, not to exceed one hundred eighty (180) days without the consent of Lessee, remitting or abating Rents hereby reserved, or a fair and just proportion thereof, according to the damage thus sustained until the said Premises are restored. If in the opinion of Lessor, Lessee's agents, employee(s) or contractor(s) shall fail to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of Rent during the period of such resulting delay. There shall be no abatement of Rent if such fire or other causes damaging or destroying the Leased Premises shall result from the act or omission of Lessee, Lessee's agents, employees or contractors. If Lessee shall use any part of the Leased Premises for storage or any other useful purpose during the period of repair, a reasonable charge shall be made to Lessee. Anything to the contrary notwithstanding, if at any time during the term of this Lease more than fifty percent (50%) of the Premises shall be damaged or destroyed, Lessor shall have the right to terminate this Lease as of the date of such destruction upon giving notice in writing of such election within thirty (30) days from the date of destruction. In the event of such termination, or any termination pursuant to this paragraph, Lessor and Lessee shall thereupon be released from any further liability hereunder except Lessee shall remain liable for all obligations and liabilities under this Lease which have arisen on or prior to such date of destruction. Notwithstanding the foregoing, in the event Lessor elects to terminate this Lease because of destruction of more than fifty percent (50%) of the Premises, as aforesaid, Lessee shall thereafter have the right to elect to reconstruct or restore the "Premises" at Lessee's expense, with no abatement of Rent, providing Lessee proceeds with such reconstruction or restoration in an expeditious manner and providing Lessee shall give Lessor notice of its intent to do so within ten (10) days after Lessor terminates pursuant to this paragraph. Plans for such reconstruction or restoration shall be subject to the prior approval of Lessor, which approval shall not be unreasonably withheld. 13. REMEDIES FOR FAILURE TO PAY RENT OR TO COMPLY WITH THIS LEASE: If any Rent or other charges or payments required by this Lease shall be more than five (5) days overdue or if Lessee shall be in default under any of the terms of this Lease for ten (10) days or more, Lessor shall have the option: (a) To terminate this Lease and resume possession of the Premises for its own account without legal process using such force as may be necessary to remove all persons and chattels not owned by Lessor therefrom and Lessor shall not be liable in damages or otherwise by reason of such reentry. Lessor must give Lessee written notice, after which Lessee shall have three (3) days to make such payment or to cure such default; or (b) Resume possession of the Premises and, at Lessor's option, accelerate and make immediately due and payable all Rent and other charges reserved to the balance of the Lease term, After any such repossession by Lessor after defaults and without terminating Lessee's liabilities for deficiencies to Lessor, Lessor shall, but need not, release or rent the Premises or any part thereof for the account of Lessee to any person or entity and upon any terms in Lessor's sole discretion. 4 (c) In either event, Lessor shall also recover all expenses incurred by reason of the breach, including interest, attorney's fees and court costs. This provision shall not be constructed to limit Lessor's remedies under Florida law, including, without limitation, the right of distress. Lessee pledges and assigns to Lessor all the furniture, fixtures, goods and chattels of said Lessee which shall or may be brought or put on said Premises as security for the payment of the Rent and other payments reserved herein in the event of Lessee's uncured default hereunder and Lessee agrees that said lien may be enforced by distress or foreclosure or otherwise and does agree to pay reasonable attorney's fees, together with other costs and charges therefore, incurred or paid by Lessor. Lessor's remedies hereunder and otherwise shall be cumulative, independent and nonexclusive, Lessor may collect, as additional rent, the sum of$15.00 per day for each day any payment due under this Lease is delinquent beyond the 5th of the month. 14. TAXES: PERSONAL, PROPERTY SALES OR RENTALS: Lessee shall pay all taxes levied or assessed against the fixtures, equipment, inventory and other personal property of Lessee located upon the premises and all taxes levied upon the operations of the Lessee. All taxes imposed by the State of Florida, whether denominated as sales tax or rental tax or otherwise upon the rentals or the Lease herein, shall be paid by and shall be the sole responsibility of Lessee, which shall pay such taxes as they shall become due. 15. ASSIGNMENT AND SUBLETTING: Lessee shall not sublet, assign, mortgage, pledge or otherwise encumber this Lease, or any interest therein, without obtaining the prior written consent of Lessor, which may be withheld in the sole discretion of Lessor. The Premises may not be used for any purposes other than an insurance agency office. Lessor may require the proposed subtenant or assignee to submit appropriate financial and other information, as well as sign personal guarantees and agree to all other terms hereof. No such assignment or sublease shall release Lessee or the guarantors from the obligations hereunder. Sale of more than fifty percent (50%) of the stock of a corporation or professional association shall be considered an assignment for purposes of this paragraph. All costs, including attorney's fees, incurred by Lessor hereunder shall be borne by Lessee. 16. SIGNS: Lessee, at its expense, may erect signs advertising its business on the front of the building and on the corner of the Property. All such signs shall be in compliance with controlling governmental requirements and the same in style and format as the existing signage. Lessee, at its own cost and expense, shall be responsible for maintenance of signs and for the cost of any and all new signs and their removal upon termination of the Lease if required by Lessor, Lessor shall have the right to approve all signs and shall provide Lessee with specific sign criteria. 17. SECURITY DEPOSIT: Lessee, concurrently with the execution of this Lease, has deposited with Lessor the sum of $2500.00 plus applicable sales and other taxes, the receipt of which is hereby acknowledged by Lessor, which sum shall be retained by Lessor, without interest, as security for the payment of this Lease. It is agreed that Lessor, at Lessor's option, may at any time apply said sum or any part thereof towards the payment of the Rent and all other sums payable by Lessee under this lease, and towards the performance of each and every of Lessee's liability under this Lease, but such 5 covenants and Lessee's liability under this Lease shall thereby be discharged only pro tanto; that Lessee shall remain liable for any amounts that such sum shall be insufficient to pay; that Lessor may exhaust any or all rights and remedies against Lessee before resorting to said sum, but nothing herein contained shall require or be deemed to require Lessor to do so; that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned by Lessor to Lessee within fifteen (15) days after the expiration of the term of this Lease. Lessor shall not be required to pay Lessee any interest on said security deposit. 18. QUIET ENJOYMENT: The Lessor covenants and agrees with Lessee that, upon Lessee paying said Rent and performing all of the covenants and conditions as aforesaid, the Lessee shall and may peaceably and quietly have, hold and enjoy the Demised Premises for the term aforesaid. 19. RECORDING: This Lease shall not be recorded in the Public Records. In the event of any such recording and any damages flow therefrom to Lessor, Lessee shall pay all attorney's fees and reasonable court costs which may be incurred as a result of such recording; however, Lessor may record a short form or notice of said Lease to avoid construction liens on Lessor's interest pursuant to Section 713.10, Florida Statutes. 20. AMENDMENTS AND MODIFICATIONS: In the event that the parties hereto agree to amend or modify this Lease, such amendments or modifications shall be in writing and duly executed by both parties in the manner of this Lease. 21. CAPTIONS AND HEADINGS: Captions and headings in this Lease are for convenience only and are not a part hereof and do not in any way limit, amplify or affect the terms or provisions of this Lease. 22. ALTERATIONS AND REMODELING: Lessee shall have no right to remodel or make any alterations on the Demised Premises, without the prior approval of Lessor, which approval may be withheld in the sole discretion of Lessor. All alterations, additions, fixtures, improvements and replacements made and provided by either Lessor or Lessee upon or to the Leased Premises shall, upon the termination of this Lease for any reason or cause whatsoever, become the sole and exclusive property of Lessor. Lessee shall nonetheless be entitled to keep its personal property, and equipment, so long as Lessee is not in default hereunder and repairs the property, at Lessee's expense, after removing said equipment. 23. CONSTRUCTION LIENS: All persons, firms or corporations supplying labor, materials or services to the Lessee are hereby put on notice of the fact that they may look solely to the Lessee's interest in this Lease for construction liens by reason thereof. Lessee will not directly or indirectly create or permit to be created or remain and will promptly discharge at its sole expense any mortgage, lien, encumbrance or charge on, pledge or conditional sale or other title retention agreement with respect to the Premises or any part thereof or Lessee's interest therein. Lessor shall have the right to require a construction lien bond for improvements to be made by Lessee in an amount double to the estimated cost of the improvements. Lessee shall keep the Premises, the building in which the Premises is 6 located and the parking areas free and clear of debris and other hazards during the period of construction. 24. BANKRUPTCY: If Lessee shall file or have filed against it a petition for adjudication as a bankrupt, for reorganization under Chapter X, for arrangement under Chapter XI or XIII, or for any other relief under the Bankruptcy Act as now or hereafter amended, or make an assignment for the benefit of creditors, or if a receiver of any property of Lessee is appointed, Lessor is hereby irrevocably authorized, at its option, to forthwith cancel this Lease, as a default hereunder. Lessor may elect to accept rent for any such receiver or trustee or judicial officer during the term of their occupancy without affecting Lessor's rights as contained in this Lease, but no receiver, trustee or other judicial officer shall ever have any right, title or interest to the above described property or this Lease. 25, BINDING UPON SUCCESSORS: All provisions herein contained shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors or assigns. The validity or unenforceability of any provision (or portion thereof shall not impair the validity or enforceability of any other provision. 28. NOTICES: Any and all notices, demands or communications required to be given hereunder shall be in writing and shall be deemed to have been duly given if by the date called for under this Lease delivered: (i) by hand, or (ii) by nationally recognized, overnight express delivery service, or (iii) by U.S. certified mail, postage prepaid, return receipt requested, or (iv) by electronic transfer (telefacsimile/fax) with prompt telephone confirmation, to the following addresses: LESSOR: 622 North Federal Highway Investments, LLC LESSEE: Appliance King of America, Inc 29. EXPIRATION OF LEASE AND DELIVERY OF PREMISES: Lessee shall deliver up and surrender to Lessor possession of the Premises hereby leased upon expiration of this Lease, or its termination in any manner, in as good condition and repair as the same shall be at the commencement of said term, excepting only ordinary wear and tear, loss by fire, the elements, war, civil commotion or other insured casualty, and losses or damages, the repair of which are Lessor's responsibility hereunder; and the Lessor shall have the right to enter the Premises at reasonable times during the term hereof to make any alterations or repairs to the building which Lessor may deem necessary or appropriate for its safety and preservation. This right of entry, however, shall be subject to all reasonable security regulations. 7 IN WITNESS WHEREOF, the undersigned have executed this instrument the day and year first above written. Signed in the presence of: LESSOR: PRINT v VG N S I Signed in the presence of: LESSEE: C" Ono PRINT <—FRA-T SIGN SIGN 8 Restore Remodel Renew CGC1519797 1025 Gateway Blvd, #303 Unit 115 e�� Boynton Beach, FL 33426 US 561-379-7620 RESTORE jason@restorepbc.com RPYIQD L- r�ENEW- www.restoreremodel renew.com Sfi nl e ADDRESS ESTIMATE# 1809 David Costanzo DATE 09/30/2021 Appliance King Office 622 N Federal HWY Boynton Bch., FL 33435 Tile 1 17,500.00 17,500.00 roughly 2,000 sq. ft including tile (3.25 or less perft2) Drywall 1 3,500.00 3,500.00 cabinetry 1 3,500.00 3,500.00 2 bathroom vanities, small kitchenette Plumbing 1 1,850.00 1,850.00 hookup/run line to kitchenette, hookup two bathroom sinks, install 2 toilets electrical 1 9,000.00 9,000.00 bring up to code where needed, see plans 4 single decora switches •2 3-way switches •3 GFCI •2 LED vanity fixtures (fixture not included) •1 exterior wall mount light (not included) •2 exit signs/emergency light included •22 2x4 Fluorescent LED fixtures included HVAC 1 5,000.00 5,000.00 run new duct work with open ceiling concept insulation 1 6,500.00 6,500.00 spray foam insulation on ceiling Paint 1 6,500.00 6,500.00 paint entire place, doors, walls, trim, baseboards Baseboard 1 3,500.00 3,500.00 wood base throughout (this may be a little less depending on price of wood) Doors 1 5,000.00 5,000.00 exterior door to fit size opening including pouring columns asphalt 1 13,200.00 13,200.00 back lot per plans overhead and profit 1 11,500.00 11,500.00 project management 15% Permitting 1 1,500.00 1,500.00 If the city charges more this will increase. we wont know until we submit it. engineering 1 3,000.00 3,000.00 with 300 discount Sales -3,000.00 -3,000.00 payment TOTAL $88,050.00 Accepted By Accepted Date BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.A. SUBJECT: Art Walk Event Recap SUMMARY: EVENT RECAP On January 22, 2022, the Boynton Beach CRA partnered with the Boynton Beach Art District (B BAD)to host an enhanced version of the monthly Art Walk event. Highlights from the event, included: • A showcase of the artists and businesses located within the BBAD, exhibitions from: • Licata Galleries • Hebby Metal • Shadetree Recording Studios • Vex Gallery • Hex Moto • Unique art and retail vendors, as well as food and beverage vendors • A drum and dance performance by Map Dance Theater • A craft activity byArtsy Living Studio • A mobile DJ truck The CRA provided logistical support in the areas of: coordinating lawn maintenance and cleaning of the Industrial Craft District event site, and procuring various rentals and entertainment services, such as: Tents, seating, portable toilets, power, light towers, and cafe lights. MARKETING RECAP 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 A). 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 B). Cost: $452 Neighborhood News -A full-page ad was featured in the Neighborhood News to promote the event. 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 C) 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 D). 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. (see Exhibit E). Cost: $265 Street Signs - Seven (7) custom street signs were designed and installed at various locations throughout Boynton Beach to promote the event (see Exhibit F). Cost: $1,000 Billboard - A billboard promoting the event was displayed at the 1-95 and Gateway exit (see Exhibit G). Cost: $0 FISCAL IMPACT: FY 2021 - 2022 Budget, Project Fund, line item 02-58500-480 - $10,563 for the event and $2,754 for marketing CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Exhibits A-G Exhibit A - Coastal Star tb 6 1 7t l l I 7S =i � n Silt t }h I}IS"5 1 -{ t tlr v t Y Y P' �4 tt �i f s 410W.JAN . -. $oyntonBeachCRA.com FACH ERA BEIAD Cf]MMVWIPf REDFVEF]PM€NI AGENCY WHMP ART('WAE, ALIVE Exhibit B - Gateway Gazette t ArtItt �z 6-9 PM 5 7 i plc a I BoyntonBeachCRA.com Inte�rpr iter available upon request.Coniad GOppmM dQbbil.us or(561)b0(Iceng�..s-9097. S@ Ba6eACH�of�Nra' RA„ z BAD _ Exhibit C - Neighborhood News � qW, AN Q n m. A um t iPl I l P,n X .... "� yntoji, , s tri � 410 W. Indus BoyntonBeachCRA.com BovrFAC"I B B D BEACH COMMU—RE—FLO-7 AGENCY WHERE ART COMPS ALIVE Exhibit D - Posters , 4Sm ton radii, t tir'� ate it 4� ;k�4 1fr4j� tlt� t l ai ti d9tV tit}?tQ Ave, Ut, o1reo FREE EVENT BoyntonB eachCRA.com ItlntleiP*eb//...ma�ritj�l Ablc W—regales.C-i.1 C.ppi.MMbbf..-(56166"09T. DoY R BETON D Exhibit E - Social Media Ad Boynton Bea c r, C RA il_ __ 2 ev n 211 t " { I f t t i .�, t I�itt�I tls• _ z tis [tr Boynton Beach Art Wa8k ,,.,, Post d:etals Performance iof your post Boynteii Beach rR,C "•, s.. ... k 1,446 Cheek A,11 1ha fa6oloos aril t,cr:di,plai bptorraYJ a1 to Eogntcnr Be— 11 k,�t,,,,1,, C��at�urerll S'CER lu"63 7 B 1 V£Y.f]aelf...;,ee l'FP[e 2 2 1 I 2 2'. A 41 « �} 12 10 12 NE:G I E E��i:CK It Mk I Go m—likes,ccm 'm,,I,z,d shares i'YnEnY 7' p "Yo�'II v—L,d mee G=OF'f2. M4rz. .a. 52 = Em Exhibit F —Street Signs Boynton PIi Beach 410 WIndus al Ave. Jwauary 2210' 6-9 PM Offil U BoffrntoiffleachCRA.com BeaB B A OC)k ss5n r�;�, m 641140A ANI COME",S AUVE Boynton BIeach t Valk F'` 1 v � r t 10 W. Industrial Ave. 11 V � January 22"d 6-9 P t FREE P , S ,, r ��M BoyntonBeachCRA.corn ,.. ' Ttkfhs C BAD Exhibit G — Billboard Boynton BeachArt GWalk 41 W. Industrial Ave. t January 22nd 6-9 PM FREE EVES BoyntonBeachCRA.com =BEACH B B �M£D BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.13. SUBJECT: Rock the Plaza at Ocean Palm Plaza Event Recap SUMMARY: On February 26, 2022, the CRA hosted Rock the Plaza at the Ocean Palm Plaza, located at 1600 N. Federal Highway. The free event took place from 2:00 p.m. to 6:00 p.m., and provided a spotlight of the businesses operating out of Ocean Palm Plaza. The event featured live music from the band Alive Beat, family-friendly activities, and the following Boynton Beach Bucks promotions: • $5 off any purchase at Amar Bakery • $10 off any purchase at WaveMax Laundry, Florida Tackle Shop, or Your CBD Store The next Rock the Plaza event will be held on March 26th at Ocean Plaza. MARKETING RECAP 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 A). 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 B). Cost: $452 Neighborhood News - A full-page ad was featured in the Neighborhood News to promote the event. 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 C) 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 D). 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. (see Exhibit E). Cost: $265 Street Signs - Seven (7) custom street signs were designed and installed at various locations throughout Boynton Beach to promote the event (see Exhibit F). Cost: $1,000 FISCAL IMPACT: FY 2021 - 2022 Budget, Project Fund, Line Item 02-58500-480, $7,186, for the event and $2,754 for marketing. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Exhibits A- F Exhibit A - Coastal Star 3111111f 1 1 IN 1111 --------------- .........-------- 11 11 1 1 11 11 11 11 1 11 11 L ,.,. BOYNTON REACH % 3 PRESENTED BY Ok m ii :.BEACH C COMMUNITY REDEVELOPMENT AGENCY Exhibit B - Gateway Gazette wvlj�lv, la 13 1 Kul Ptak M NL 01- IR IN BOYl EACH CRA.E a m Exhibit C - Neighborhood News 11 11 1 ' 11 11 00YNT © N BEACH PRESENTED ev BoYBEACHr~trorr ► = COMMIINIM PE[IEV ELOPWIEWP AGEWCV W P `I0 W pl Exhibit D — Posters a a Iti,13 WE ®not . o P j ° CRA BUYNTUNEIAMERA carp IMaryraier PSCIq uyCh t CcmFsct � cuw�Ma�nuavr Sscils�susF Exhibit E - Social Media Ad Post;details Performance for your post Boymon each CRA 4r '� 1.837 Don�nuss oui chancetc gel some.Beat deals this&murd�j at CreanPaw, ho mWll 0-0'ac"' B,yntor,Beach Bucts vall]be offered at P""'da 7"c'6'ie C'�)mca"y Bal,,er,ziJ�Aawei C'6l""e SeT—'c ti 1 0 77 Get more likes,—mients and shams Ale'"0'coca "B Cov,yo,'11 V u,"I'l M,'wa e Dp 1,937 87 Post det&ls Performance for your post Boymon Beach CRA 636 Join ii,ancAlive Ceai at the Pla-a-Ocear,Palm Plaza tom"Crmv; 7 iron 3PrA-6PllAal1600N Fedei all�wo 0 0 14 Get more likes,comments and shams -AII-, N,post ro.'Il short%t'.more peop�e 636 21 Exhibit F -Street Sins TLaiiii'll' � K . �.. . . . \. � . . . .\ :. . . . . . : . : B 0 Y N T 0 N BEAEN �:medm �Y iM M k/H - \ \. _aW_mKYR 9 \: » 7 A / I■ || ■ � � ■ I I■ \ } � � \. 2� � / ` \ son I on ■■■ ■■■ on ■ � � BOYNTON BEACH PRESENTE, 14 BOYN H \ § w \=BEA/H �RAB ! ! § BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.C. SUBJECT: Social Media& Print Marketing Update SUMMARY: In the months of January and February, the BBCRA social media platforms were utilized to provide updates about various BBCRA initiatives, including the Boynton Beach Art Walk, Rock the Plaza - Ocean Palm Plaza, the BBCRA Economic Development Grant Programs, and the Boynton Harbor Marina. 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. See Attachment I for examples of the social media posts that were published in January and February and Attachment I I for a full listing of the Facebook and I nstagram posts that were shared. The BBCRA also published a variety of print marketing to promote the Boynton Beach Art Walk, Rock the Plaza - Ocean Palm Plaza, and the Boynton Harbor Marina in a variety of publications including: The Coastal Star, Coastal Angler, and Gateway Gazette. Please see Attachment I I I for a full listing of print marketing that was published. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I -Social Media & Print Marketing Overview D Attachment II -January & February Facebook & Instagram Posts D Attachment III -January & February Print Marketing w D CL ZD C'3 ce� Z H W Q Q D w J Q U 0 q, Q ® � - 04 ,. o q } a D �� su � c ri I m , W z _ LU 71 Sa O 4 o eF � L 6 c5 c� Ci 1 � a � J T r rx w � o as Z, Q s, oQ W VS` N C LU LU z ....................................................................................................................................... •- w u7 ry c c d N W S a cn Q Z Q 1 1 W y 9 o i a �, ry _ el, 1 � a W J a_ U O U) a fy ro cn cn 43 U W O DC Q OTo o � oo LU p 61 61 i; 1 e n � n J a n i 4 Cr Ef O W W r Q v LU 9 T 9 rt; _ " -_7 cni" t s43e i; l m � d t ll )) 44fry„ 1 S y t W S - �}f �d« 1 Cal N V I R�{ ! `{},s{4y�t � �,"� � X10 �y ��t15r,+'" � C5 ik q LU fix s� 1 ) U S a. 4114 g gmr, Po ° U i �r { li uco r' 12 rP y _ I , I V � � W J "Am", .I qtr tj ,®R qj eN i r }, r.r s r i 9 Q � WE Ism K, C LO 1 ' Y �t �3m � �t 8i8 41 0 x� U 1, 1 g ;J n ' �J 2 cn2 x 7 z W W i4 W ®. " 2 u � LL Q9000 U cn w U tY i 'n i y N CD m br g ', '" � �" III.• co y h L !1 In, co r m U 0 LM cn IV a t • U I w a W r W.3 41 00 r , r U cnxa � r dam , u3 R g� w W ca m `0 ,ua N - a LU ►— .. Out a Neqq w ,a O All awl I z cn � gg 4 , `9)u LU - 0 H a cn � a z cn == v a ixa. -- o 9 mo ®® LL s u)} i ' iin s CL Y v r3 i x� Std �7a Id �+ a 1..1..1 �- I a " t ( 1 t i5 rt 4'iv 4 °'d cn a .......... fled k�` r a D z Q oc LU J UJ a r, 4 C f ' - +l k LU F- z Q D W LL 1 W cn 0 41 � s Z � t ty. 1��4 ���R a• (n P: 1= LLI 0 F— z w CL Attachment 11 BBCRA Social Media (1 /1 /22 - 2/28/22) Date Post Content Type of post Reach Engagement Paid Promotion 01 2 2 0 22 ' EJ1 MCTC�-.hiz- Sar-,.-day a. .he Beac-A-OiaW 0 1 0 011,-2,2022 Don't r-sz t-e Sny--.or 'VVRIk, S,-.Lrdsv or; rL,,dLPr---.6-;I 7 01 1 41 2 0,22 vvsa-hef 0 '-,As,�A�-- SO 4 01 _,_0== Did yoi..i v,ncv%, herg 01-2,2022 he EZ:Yvnt:,- N'2;,r=�s nopv F Ohl 44 4 0 V- 2 0 2 2 Jose ::J�..Orsnra �s K Monda,�='w�e,7-an tc! 01. 0 e e nn d ::,,r,z.i f s a v--.u a Iy ke, HE�-F'A SO 0 1 0 -ipats,v:-jzOlyl Nell 0 7-2022 -rest Y -E elf ic a 1e ciou-- evE Ns at 7,7= 01 111q - L-,:,- 4r�:� 16,v Z1K B 4 �7 AX 01,,,,52022 he:F,::rynt:,' Se,-R- A�S FIYII�IIIFJ'j'I'I`I 7 L-1 U., jU,, 44 S 01 _022 ly hi-,g�h NeV, ,eF,vvrh & 7 7:� loo,,, esm, 0V 2022 Do You P,=-�Vj �EF, Openyou, Date Post Content Type of post Reach Engagement Paid Promotion 7_"c�_nz' S art Y:0 wo-:ay a E 1 WOUS!an i 244 Comnon Gwi,m Ewv & 0201PO22 revsr W your Du so z's Cay 2;-,.A�ol-s-V�n o Big a-'.e 2 IN - 0 Do W to won a, t'o won a-- 0 -.1 0 Q QLWav a,�Q Mo 47 =CEMS 02,"N"'022 -G I ENW a c Eftous soon: at 4 � Sweensaw,a man yw_r winskewl 3 02-'D' 2022 SL ro:,7Loca'E:-snesE Us I D 3 7A�:, 'AAM"a Cp 3� GW ym4ove 7 of = 0=21022 3 we your wilew own v mey really 42: want wEerwshons at On 655_r 2 02-7, 21022 ft z,=7�a- 7akE a-, -.a-.T a I 'E,--i o o t�E Cafe OV2-;2022 L� a WIWI AM a,2 order from A,�_Rr Ea nary and O1-'' _M; he CRA E oF a a"Anag 6 2M2 " '4 '' ,aetn haE been RESCICAEC 0 V2:21;2710 2 2 nom 0 tam mare a=z$a _rants,,, _,om v a"2;7 v, Dins a,in as,M%day at v722 2 2 Xhwwa By-mn Emn 0j,'_-7,,202'2l E a'00 mMOU at Cals Rank as 342 01150022 -he CRA Eon w s cebway 8 2M2 a a t- h A a b a a n .E--,C�E ll_-'tj L E E', OWN2022 1Y � -"DC70,7 f2 �31 22K 4 f5 Aw Am"as Me& CU SO Escape 75' 21 01. Z-"D 2 he Seg&-At'tN'alk ihr � 1 �� srcE�j novi,or,Wlndw�-.nal AvEl Wk 7 0117FM2 Zhac�,,so 01 we Aso.w,o adys on 4 so,rnwraw A v a EWmon 'AK Date Post Content Type of post Reach Engagement Paid Promotion OM 5 2M2 ake,a @Pk v our V� 0,A Qe NA -10 R,.-,-k v-a-Plaza -C-.:ean 00151022 Joit e iFoco�, :he 4 A a a his&V=Y 0 C wz.�rq K cl 02212M2 E;:,yinua,Sees- Buons ret�E m ow A; Roe;dve"aw-Chow� Pahr Plaza 9 02112M2 -hink ;Now W&7 71 Bond 54B WIT1,022 ::�e�'ea,z-�-.0 ROC v a smusday a 4 Q 4 2 'a K 1 me_. .err t. Emu! GO Goa yw weKe" a Boy--.on Esa-J-9 k .Q K IF 2i-lanBoymon Sao A Ft.� I OW IFM2 D i rJ o u t-s 6 o Y--.or 79�E.r b c r nv""o k�,�r f47 ',IaOnzi _,ffa-,E,Vzolv-.ac-.V,arhne 0 2,-F,2 02-1 2 K a Was-Oxnatn-_L E aday!'-,aka- 727 2- e Q&E7 WhewerE Hand-0mved OW QF2l Aka,a QW k at our *a; to lewn me sem"Sww�. 6- 4y" 02," FP22 MAE YOL'Sunday eve-mns -3 ai Wwa 3=in 0 21 Sow 3- a0,mwe for nhcvhole 7 -it- e -.:�ea,Warm 022W22 So a Yow weAw: a 74 35 Ewa"Bmt Does ,/ae 7he-me 4 bea7 72 2 E , �o K i n,,,-�:h a i r t,E--i t a.n,-.1 3 020 _F Lwv,youir rt tiine'e Cay 5 vAit�-a fres�--grid Eir.6:E,look 7 Y--., Ph is oma7 vowsawsarnam" 212 020,YM2 R I 27 31 IR a Q@ K a7 000 won"a=K. 7' OW7 Q2 Emn Yv W W-my C Odom!v 3 CWWWn san�:s Ewa 1 7) B44 5 Date Post Content Type of post Reach Engagement Paid Promotion L" " , 7 P 02,'-;,5:2G22 P,�,E 2�1 .he 74 O ,c=-FFal-r ear'Oie vmH 0 2' 51�21 0 71 "e- a lo -A-ge V'j, R::k 0 C:e» Attachment III BBCRA Print Marketing Boynton Beach Art Walk S S t �t`sss z r >✓fS���f� s �� s� SCSsaSl\i�' �siSf - i -Bb n B �i } rY°r �i fl r i jaG i r k� r ��'�'s r rk sr•- w � �Y �� Ave n a.a � € OLL IO p + BoyntonBeachCRAcom Interpreter available upon request.Contact Copp!nM@bbfl.us or(561)600-5057. BCI�NTO RA NTHC BBAD COMMUNITY ©V LOPMEMGENCY WHERE ART $;,9M..fALIVE Poster s a �tzi - i z Boynton Beach 410 W. Industrial Ave. January22nd 6 - 9 P z s t BoyntonBeachCRA.com BOYNTON =BEACH CRA BBAD COMMUNITY REDEVELOPMENT AGENCY WHERE AR's COMES ALIVE 4x4 Sign Boynton Beach oArt 410 W. Industrial Ave. January 22nd V-✓ PMFREE EVENT BoyntonBeachCRA.com BOYNT=BEACHCRABBAD COMMUNITY REDEVELOPMENT AGENCY WHERE ARS"COMES ALIVE 4x8 Sign �r r� S 1 �IN gilli , ' Bo - = a` z � 6. P m FREEEVENT *W) �'- Interpreter available upon request. Contact oppi M@.bbfLu or(561)600.14091. BBADB0%BETA0CN'ktRA OFAN, 9 NTASEerr ART COMES AUVE Gateway Gazette �t I rr�l�P� nS Z 1 �t f � Y v '; t o ,ir M J � fir„ � z 'Bi r s to yn ", ` �y5 r � 0 . IndusJAN. 22 a, 6-9 PM BOYNTO =BEACHIC RA BBAD Coastal Star BBCRA Print Marketing Coastal Angler - January t, t _ s J t ,k t TRANSIENT DOCKAGE AVAILABLE CALL NOW TO RESERVE A SLIP m 735.7955 +7 I i Iy � ----------------------------------------------------------------------------------- BBCRA Print Marketing Coastal Angler - February • t s F , t� 1 �q 1 n t tl ,.S 11� li - tit t�ty\1tl}�h�lll�ltS l �' _- _6+- - t - ( I 3+iS}tz+, }}4P�Gti, y _ 1 S\t I BBCRA Print Marketing Rock the Plaza - Ocean Palm Plaza C SEA � d IBM ,bjgt ��%W N�jj j �[" WIN o, �o o . BC7YNT0 COMMUNITY REDEVELOPMENT AGENCY ®YNTCN EACHCRA.COM a interpreter available upon bt- request.Contact 0 CoppinM@bbfl.us or (561)600-9097 Poster 8DYNT11N BEACH PRESENTED BY BOT ON �RA =BEACH COMMUNITY REDEVELOPMENT AGENCY 4x4 Sign RK 91011 1111 1 �f1 11 11 c 11 11 1 11 11 .....I ■■■ ■■■ ■■ BOYNTON BEACH PRESENTED BY BOYNTON CRA=BEACH COMMUNITY REDEVELOPMENT AGENCY 4x8 Sign I di- BPI gomikARA �OYNTONBEAEHCRA.EOM Interpreter available upon requesta Contact CoppinM@bbff.us or (5611,600-9097 Gateway Gazette 4 �. 11 11 1 1 1 11 . .......... son ® ■■ son ®I ® CYN 11N BEACH 11RHENTED 0 . 6Y�YTO I c rbiL A KA CO1g11' UN R,EMROP'MEhI AGENCY Coastal Star BOYNTO mommBEACHCC d CRA BOARD M EETING OF: March 9, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.D. SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent and commercial property improvements. The grant programs continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. Grant guidelines and applications can be downloaded from the CRA website www.boyntonbeachcra.com. Below is a status report of the CRA's Economic Development Grant Programs and Business Development activities for FY 2021-2022: FY 2021-2022 Budget $556,600 ". ;Grants Awarded since October 1, 2021 179 023 ;CRA Funding for Economic Impact Study ($25,000) Remaining Fund Balance as of 3/5/22: $352,577 ". List of CRA Board approved Economic Development Program Grantees since October 1, 2021: Business Business Business Funds Total Funds Name Address Type Grant Approved Disbursed Year-to-Date Stevo, Inc. d/b/a C K's to Lockshop & 301 SE 4 Lockshop Property $2,368 $0 Security Street Improvement Center Advantage Physical Therapy, 906S. Property LLC d/b/a Federal Medical Improvement $40,000 $0 Apek Highway, Office Rent Network Suite B Reimbursement Physical Therapy#39 Alberta and Octavia Bell 130 E. MLK Commercial Property Commercial Jr. Boulevard Plaza Improvement $25,000 $0 Property Pending Board Approval March 9, 2022 425 NE 41h Street Southern 501 N. Gold Cars, Federal Retail and Property $75,000 $0 1 nc. Highway I ndustrial I mprovement 507 N. Federal Highway Appliance 622 N. Property King of Federal Retail I mprovement $25,000 $0 America, Inc. Highway H. Longo 500 1 nsurance Gulfstream Rent Associates, Boulevard, Office Reimbursement $5,784 $0 Inc. d/b/a Unit 201 Extension Allstate Premier 326 W. Medical Boynton Medical Rent Center of Beach Office Reimbursement $5,871 $0 Boynton Boulevard Extension Beach, LLC There were five new BTRs issued by the City. Staff will be following up with the businesses below to introduce our BBCRA Economic Development Grant Programs and SMOP. New Business Tax Receipts issued in January 2022 within the CRA boundaries: Business Name v Business Address w _ Business Type Matthew T Vanden Bosch 1260 S Federal Hwy 201 Law Office Pickled Penos 411 S Federal Hwy Food Preparation Genesis Community Health 709 S. Federal Highway Medical Office Illumination FL 617 W I nd ustrial Ave Warehouse HD Custom Drapery& 522 NE 4th St Reupholstery Upholstery 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. BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.E. SUBJECT: Project Update for the Boynton Beach Boulevard Complete Street - Decorative Pedestrian Lighting SUMMARY: The conceptual streetscape design for the Boynton Beach Boulevard Complete Street Project was approved by the CRA Board on October 10, 2017 (see Attachments I and 11). The proposed improvements consist of lane width reduction, the expansion of the existing sidewalk on the south side of Boynton Beach Boulevard to a 15' shared use path and to a 9' sidewalk on the north side, the addition of decorative pedestrian lighting (Option B, traditional lighting poles and fixtures), and the installation of one mid-block pedestrian crossing. Enhanced connectivity to the intracoastal waterway and City Marina is proposed by adding shared lane markings from US 1 to the Intracoastal Waterway. As a component of this project shared lane markings (sharrows) and signage will be added on SW 3rd Street from Ocean Avenue to Boynton Boulevard and on Ocean Avenue between SW 3rd Street and US 1. At the January 10, 2022 Board meeting, CRA staff provided an update to the Board of the project's 30% design progress. On January 13, 2022, the City confirmed the elimination of the decorative lighting from the project (see Attachment 111). Unfortunately, relocation of the existing FPL facilities underground is too cost prohibitive and inclusion of decorative lighting with the existing FPL facilities will diminish the aesthetics of the sidewalk improvements. Therefore, utilization of the existing concrete poles will provide synchronization of the corridor while providing a moderate level of aesthetic. Standard Florida Power & Light (FPL) cobra head LED lighting using the existing concrete poles on the south side and supplemental new concrete poles on the north side are proposed due to the existing FPL poles and lines. All light fixtures will be LED and attached with a 12-foot arm. The project's schedule will not be affected by this change as the Design Phase is anticipated to be complete in Winter 2023 and Advertised for Bid in Fall 2024. FISCAL IMPACT: FY 2021 -2022 Budget, Project Fund, $590,580 including contingency, Item #02-58200-406 FY 2021-2022 Budget Amendment or FY 2022 -2023 Budget, Project Fund, $750,000 including contingency for increased cost of materials, Item #02-58200-406 Grant Funding: • Palm Beach Transportation Planning Agency (TPA) 2018 Local Initiative (LI) Grant, $2,232,414 ($848,433 Local Funds), available in 2023 • Federal Land Access Program (FLAP), $631,530 (20% required local match required FY 2020) CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (Boynton Beach Boulevard District) CRA BOARD OPTIONS: No action is required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Boynton Beach Boulevard Conceptual Streetscape Design Agenda Item and October 10, 2017 Meeting Minutes D Attachment III - Elimination of Decorative Pedestrian Lighting Confirmation ttt1�. r r, H r4 a, 5 W�� t LU O t3F r h W �W�// r W J LU e . r P{� y u' ry 4 ,t,tflsWP� sgsft, tttt� 4}fit" tty , r �s� �r i-vma:ercm.mw-=+�„Y"" • d\5 f {k 1\l tr , mAit>� It X (t' r 17 w �a O � o r r r u a m� W W - CL _ r W - LU W CL Q � w as 2 J a Y V Q m Q y W o 0) � o . ,. 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E4 457, tt` x W6 Jt �� a ���� s� in�€u lea �' EY k 1 er: �tixetal•dAY S � �E. �7� � � is�ks 2r'£, �' .. �d E E r n IME IX ra W ria rw ;z y.,'/ 7cwNu �� a u � Y W a y LL W `Z in0 0 filrVAVf ,- 't a¢ rtu �.. ri�� hal y lfr ''r�E - fhh��j'St ME i �• LIL m O N rl cn m g O O 1 c -0N O M M r-j Ln � � O O ON O O O Ln r., N N l0 rl O r-I n n ® O O N N r O N O k O M I� O O p p un 00 M N N N N r-I N rl N N Ln al N � A n r M 0,a ddoqr Ln MEMO= 4-j 0 R_Av.-arm ' CRA BOARD MEETING OF: October 10, 2017 OLD BUSINESS AGENDA ITEM: XIII.A. SUBJECT: Boynton Beach Boulevard Streetscape Improvement Project Update SUMMARY: Kimley-Horn and Associates, Inc. (KHA) has provided the September 2017 Progress Report for the Boynton Beach Boulevard Improvement Project (see Attachment 1). The project is currently in the design phase with 30% of the roadway design layout completed. Three (3) concepts (Concepts A-C) each for the hardscape roadway's aesthetic and street lighting alternatives and a landscape palette have been included in Attachment I I for Board consideration and approval. In order to continue with the design process, ICHA is requesting the Board's preference for the lighting and hardscape design and input on the landscape palette. The lighting options range from a traditional design to a more streamlined modern design to provide a unique sense of departure and arrival for residents and visitors. Additionally, the sidewalk design concepts incorporates freeform curves and blue hues which will enhance the City's signature nautical-marine theme. Selection of a design option will allow KHA to further develop the streetscape design in order to submit detail design drawings to FDOT for approval and more detail cost estimates. The conceptual graphics have been submitted for review by the City of Boynton Beach Planning and Development and Public Works Departments. On October 2, 2017, CRA and City staff met with KHA and provided input on the aesthetic as well as the operations and maintenance components for each of the options. Representatives from KHA will be at the October 10, 2017 CRA Board meeting to provide a brief overview and answer questions on the proposed design options. FISCAL IMPACT: $600,410 was approved in FY 2016-17 for design services and will be available in FY 2017-2018, Project Fund, line item 02-58100-203. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Boynton Beach Boulevard District - Streetscape (See Attachment 111) CRA BOARD OPTIONS: 1. Approve Concepts A, B, or C for the hardscape component of the Boynton Beach Boulevard Streetscape Improvement Project. 2. Approve Concepts A, B, or C for the street lighting component of the Boynton Beach Boulevard Streetscape Improvement Project. 3. Approve the landscape palette for the Boynton Beach Boulevard Streetscape Improvement Project. 4. The Board may consider modifications to the proposed hardscape, street lighting, and landscaping palette designs within the Boynton Beach Boulevard Streetscape Improvement Project. ATTACHMENTS: Description D Attachment I -September 2017 Progress Report D Attachment II - Design Concepts D Attachment III - Boynton Beach Boulevard District Street Cross-sections (with on-street parking) Klmley))) Horn MEMORANDUM To: Michael Simon, Boynton Beach CRA Director From: Marwan Mufleh, PE Kimley-Horn and Associates, Inc. Date: September 6, 2017 Subject: Boynton Beach Boulevard Improvements - August 2017 Progress Report TYPICAL SECTION Design Variance—Obtained FDOT approval for a 10' wide center lane variance. Typical Section has been submitted for FDOT's approval now that the variance is approved. The proposed sidewalk width of 10' requires 1' sidewalk and utility easement from all adjacent properties. CRA to decide on approach to obtain easements. DESIGN Completed entire design survey of the corridor. UNDERGROUNDING OF FPL OVERHEAD LINES FPL requested the City to send a letter requesting the undergrounding of the overhead electric lines to allow FPL to start the design. FPL will then require a check for design fees before they start the work. PEDESTRIAN CROSSING FDOT is in the process of reviewing the traffic study report request for the mid-block crossing. LIGHTSLANDSCAPE, HARDSCAPE AND STREET All landscape, hardscape and street light alternatives' graphics have been updated. CRA to select preferred alternative in order to continue with the design. DESIGNROADWAY 30% Roadway design layout completed. 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W /W `v W 7. LL n Cl) !d t LLW J D O m LLI O C LL O N O 7m z m� m saaal sgnjgS Ae - = F NTON EACH community Redevelopment Plan r -'Now - 4M . a ,, tirr f is t � t « 1 f r � t to is d r ,' „ . J7 ,�•� r�r � � .� r i£,' r � r „i it l � � 1r11� � '�Y�i�'�{ t - ,£\ ja��� ��rrir, �,•t� ���r�,. - � --�,`' � ,(, S ),r,r���{r� s tatlraF�r4,;.r r trk4 a t{k,4�.;SfY�§, =,1�1 t,i` 3 Sr t�,,.. 3 { rt rr ori 1 }�r tlt � }1 r> r. r� t r.r ,S �� �,� A sl ��� 3' � � i ✓i' ��1 RTA' Beac n Boynton Boulevard i i' ntroduction Planning C ` all ,. ng a. Planning Considerations The e VIIIsIIIon Boynton Beach Boulevard Design: West of Seacrest Boulevard r 771 WIM Aq w• � s ns , , E , a ......,,............................ ...........e 1!�I 9.A ----- .wwww .f:�-. www. 51W 71 TL Ve 0 ry r; e�r ®IE'b.S�" �,, 1,5.f�` ,�a= x� !ti's 4.a� '-... Isl,t.i' r, Figure `(5: Boynton Beach B'ivd. Plan from f-95 to Seacrest'Blvd. e,A�IK.. V rR„x -- % TL TL r , ik , A Figure 17: Boynton Beach Blvd. Section from 1-95 to Seacrest Blvd. Boynton Beach Boulevard Design: East of Seacrest Boulevard '"s A ,', y u 05 s 5i 'Al F r u _ r. a_ 0 CJ b1 �e�_hn "ea '� 5� Ids ..... .kE .............. l,�s I^`tC� — �FaR ,..........., K3, Figure 18: Boynton Beach Blvd. Plan from Seacrest Blvd. to Federal Hwy. a' r .: e A. a r „ _ s zr n 1", 9.57. r4 +' gas 4`... Figure 19: Boynton Beach Blvd. Section from Seacrest Blvd.to Federal Hwy. 63 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida October 10, 2017 XIII. Old Business A. Boynton Beach Boulevard Streetscape Improvement Project Update Thuy Shutt, Assistant Director, explained Kimley Horn and Associate was retained to design the Boynton Beach Boulevard streetscape. The drawings are 30% complete for the design and there are three concepts for lighting, three for the pavement and hardscape and a choice of landscape materials. Kimley Horn was seeking input from the Board to move forward. The design has three different schemes. The lighting ranged from streamlined modern to more tradition lighting details and the sidewalk has a nautical theme. It had been previously agreed on the Boynton Beach Boulevard as the Gateway entrance to the City, should be treated differently. Jonathan Hague, Landscape Architect, Kimley Horn, explained he received prior input from the Board indicating they liked the blue and the wave theme. Concept A has literal interpretation of waves in the sidewalk. It was an ultra-modern iteration with curved light poles with a street fixture and a lower fixture for the sidewalk which would be alternated between the taller pole with the two fixtures and the lower pole with just the sidewalk fixture. A street view of what the waves would look like on the sidewalk was viewed. He noted all three concepts will show an idea for the corner of the 95 exit and introduce some signage or festive flag type structures to welcome people to the City. Concept B showed the waves more as concentric circles radiating in the sidewalk pattern. The lighting was similar to what is on Ocean Boulevard and the bridge and Kimley Horn would still use the taller poles with the street fixture with a lower fixture for the sidewalk. A street view of the concept was viewed. Chair Grant thought the difference between concepts A and B was more pavers in front of the sign. Mr. Hague explained they were all slightly different. One image would show what the sign would look like with enhanced landscaping behind it, or more colorful flowering trees and less flags. The elements are all interchangeable. Concept C had light fixtures with a nautical look resembling the Marina and the pavement pattern has a more modern interpretation of a wave pattern. Board Member McCray asked about the lighting on Seacrest Avenue and learned it was on FPL rented poles; however "B" most closely resembled the lights on Seacrest. They can introduce a new look or match what they have. A blue pattern for the sidewalk was being reviewed. A bonded aggregate overlay was viewed. This is normally seen on crosswalks. The same was also used on MLK. He explained it is different on a sidewalk as it gets less dirty than on a road. The next option is a blue paver with coquina shell and a bit of sparkle. The pavers would be .12' x 12'. 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida October 10, 2017 Board Member Casello asked how it would be cleaned and learned it would only require regular sidewalk maintenance. He had noted some crosswalks were very dirty. Mr. Hague had noticed some crosswalks that were dingy but pointed out the crosswalks are very old and the materials not as good. The pavers under discussion were a higher quality and a sidewalk is completely different than a roadway. Board Member Casello commented building material has a life span. Mr. Hague explained the subject paver with integrally dyed color may need to be sealed or pressure watched once per year to maintain the color. Board Member McCray asked which paver was the most durable Mr. Hague explained the glass aggregate introduced into the concrete and poured-in-place was durable. The most expensive option was the glass aggregate pavers. Discussions about color retention and how to blend the colors if a paver needed to be replaced followed. Blending could be difficult, but an artist could do the job. Blue aggregate pavers could be used at entrances and they hold up well for high traffic places. It was noted there will be bike lanes in the road. Approximately 30% of the sidewalk will be covered with that pavement. Kimley Horn conducted general cost estimates for the cost of the different versions. The difference between using the highest and lowest grade for the entire corridor was about $200,000. The treatment was fairly expensive, but the majority will be regular grade. Mr. Simon explained, depending on the budget, if the Board wanted the most expensive product to have most impact and be longest lasting, they can reduce sidewalk area and spread the value over the length of the roadway. There can be a mix of different treatments. Chair Grant asked about the concept for the sidewalks, entrance and lighting. Board Members McCray and Romelus favored lighting fixture B, noting it will tie in with Seacrest. Board Member Casello asked if the City will own the poles and learned they would. They will have electrical outlets at the base and LED lighting. Chair Grant liked concept A but agreed with Board Member McCray regarding the lighting on Seacrest Boulevard. He favored light fixture A from 1-95 to Seacrest and then fixture B from Seacrest on. He asked about the pole colors, Mr. Hague suggested sticking with the same color and commented black was timeless. Chair Grant wanted black fixture A from 1-95 to Seacrest and fixture B from Seacrest to Federal Highway. Board Member Casello liked the fixtures on Seacrest. Vice Chair Katz would pick fixture C because of the Marina. He was not opposed to different styles on different streets because people coming to the city would use Boynton Beach Boulevard to get to Federal Highway or Ocean Avenue. He liked fixture C. 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida October 10, 2017 There was consensus for light fixture B. Sidewalks were discussed and three patterns were reviewed. One had an irregular wave, then a circle with a ripple effect as pattern B and then C had more of a two-sided wave. Vice Chair Katz liked pattern A 1 because they look like waves. Board Member McCray liked A, Chair Grant liked A. Board Members Romelus and Casello supported pattern A. There was consensus for A The members discussed the pavers entrance Vice Chair Katz liked theme A as did Board Member McCray, and the rest of the Board. The entrance concept were reviewed. Chair Grant noted concept A did not have pavers at the beginning or open space. Concept B open space looked like it had two different colors of blue. It was also similar with what was done with the entrance sign and had more pavers. Concept C had more of the waves. Chair Grant was concerned between concept B and A what was the plan for the open space in front of the sign. Mr. Hague explained they would ask DOT to put this on their right of way and there were changes coming to the interchange they will have to consider. As far as pavement in front of the sign, similar to the sign on U.S.1. It was similar to clearing space for a viewing zone and creating patterns on the ground to create some interest at the north sign. Board Member McCray asked if the sign on the south side entrance coming into Boynton was smaller and learned it was, but the sign was in the median verses the sign north of Gateway on the west side of the road. Chair Grant favored concept A with the panels. He thought they could do something creative with them and do something yearly or have different art exhibits. It could remain stagnant or changing them or having them all uniform. Vice Chair Katz liked concept A and the Breeze into Boynton, but he thought they looked like leaves instead of sails. He favored concept A if they looked like sails and that there was a minimum amount of paver space. He was concerned about panhandlers in the walkable area of the 1-95 ramp, which was not the idea it would be used for. He wanted the minimum space there and to use plants, but wanted to see sails and something nautical Board Member McCray liked concept A. Board Member Romelus was concerned about the sails at Ocean Front Park and hurricanes as the sails break and learned they are metal. She liked concept A. Board Member Casello liked concept A and asked if they could be solar panels. There was consensus for concept A. Ms. Shutt explained they will work with City Staff and the Town Square developers and they will come back with probably costs as they get more detailed design development. Mr. Hague could return in December with 50% to 60% drawings. Vice Chair Katz asked 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida October 10, 2017 the Board to contemplate what it wants and was committed to financing the plan. Chair Grant agreed and hoped the developer of Town Square could follow the concept from Seacrest to Federal Highway. Moving forward, Mr. Simon suggested when the CRA determines its design recommendation they should submit it to the City Commission for their formal approval of the design of the street. Board Member McCray requested Mr. Hague also bring back a life expectancy of the street and learned he would bring back a life expectancy of each treatment. Board Member Romelus agreed with Vice Chair Katz. The namesake street should have some sort of special design. B. Consideration of the Purchase and Development Agreement with Centennial Management Corporation for the CRA Owned Property Located at 700 N. Seacrest Boulevard, a/k/a Ocean Breeze East Mr. Simon explained CRA staff, legal and staff at Centennial Management has been working hard to draft a purchase ad development agreement. Other than boilerplate language, as was done with Ocean One, he outlined the key terms on the agenda cover. There is an application for the 9% tax credits due in the beginning of December. Staff used the base contract and all reviewed each paragraph and outlined the specific terms. Chair Grant did not know if the Board was binding future CRAs by committing to fund the gap financing. Mr. Simon explained the RFP offered several options to work with. Centennial Management Corporation gave four different options for development, which included Centennial acquiring the property within the first 60 days of the contract and as owners, applying for as many cycles or applications for tax credits or SAIL applications as desired. The initial discussion was for a 10-year opportunity to continue the cycle applications, but the Board supported a single cycle after ownership would take place. Centennial would purchase the property for $800,000 and apply for 9% Low Income Housing Tax credits in December 2017 and if successful, they would move forward with the project only needing the $567,000 local government contribution. If unsuccessful with the December 2017 application, Centennial would immediately go to application for the October 2018 4% SAIL application and simultaneously, they would also apply for the 9% Low Income Housing tax credits in December 2018. If the 2018 SAIL application was awarded to Centennial that was the award they would use. If they were unsuccessful, they would await a decision of the 9% 2018 application. If they were selected for the 2018 9% tax credits which would be awarded in the spring 2019, they would move forward with the project and only need the local government match of $567,000 and the 9% would supply the needed construction funds for the project and the CRA would support the site plan and permits however they could. 14 'l k-, 1 A}If All /� ' �ll,��� FR {�If,{� A, kW Ak rr I53 l� { i rk { g y { + f From: Mai Alam To: Dunmver.Gary Cc: Ericka Moran;Jose Castaneda;Jim Vomacka;"Wetherell.Leslie";Mack.Andrew;Mendoza.Paola;Shutt.Thuv;Mack.Andrew;Wetherell.Leslie Subject: RE:FM 444079-1-City of Boynton Beach Various Locations I Decorative Pole Height Date: Thursday,January 13,2022 4:26:20 PM Attachments: mage001.png image002.png image003.png image004.png image005.png image006.png image007.png 444079-1 Boynton Beach Blvd Various Lighting Report 2022 0112.Ddf Hi Gary, Per City's request,we have eliminated the decorative lighting from the project and propose standard FPL lighting using the existing FPL poles on the Southside and supplemental new poles on the north sides. Please note,the arm length for all light fixtures is 12 ft.Attached please find the Lighting Report for City's review and approval.Thank you very much for your time. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-en�ineerin�com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: mj2-propel-engineering com From:Dunmyer,Gary<DunmyerG@bbfl.us> Sent:Tuesday,October 26,2021 1:40 PM To:Maj Alam<maj@propel-engineering.com> Cc:Ericka Moran<ericka@propel-engineering.com>;Jose Castaneda<jose@propel-engineering.com>;Jim Vomacka <jim@propel-engineering.com>;'Wetherell, Leslie'<Leslie.Wetherell@dot.state.fl.us>; Mack,Andrew<MackA@bbfl.us>; Mendoza, Paola<MendozaP@bbfl.us>;Shutt,Thuy<ShuttT@bbfl.us>; Mack,Andrew<MackA@bbfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Pole Height Maj, The City will keep the lights on the existing concrete poles. I've noticed that there are several poles without lights and that there are a mixture of LED and incandescent. Additionally,there seems to be a variety of mast arm lengths. The City would like to amend our lighting request. The City would prefer to have LED lights mounted on each of the existing concrete poles(each with the same mast arm)on both sides of the road. Gary Dunmver, NIBA, P.E..G.C. Interim D ector o Public Work,K Engineering, Public Works-Administration Mailing ddre<<,: P.G. Box 31.0 I Bovnton Beach, Florida -1'1 425 Phvsical Addre.,�,:1.00 E Crce,an Arte I Bovnton Be>-rch-Flori -r s s4 s �.) Dtir�verG rrhbkl ur, bcwr�c�n b�r:<n.orn/ 13 3 .. flea,e>be advn�,e>d that Florid.a has a broad gubfie,recordr,law and all me is email rrav be subject to disciosure,.Unde,r Florid-t re,cor d c,, laev,e,rrril addre,,c,,ee are,x u b I i c,records.Th e,re;ore,,v o u r e, mail corrrrunication anti v o u r e-mail addr rvav be subject to gublie.disclosure. From:Maj Alam<rnaprope) engineering.corn> Sent:Tuesday,October 26,2021 12:08 PM To:Dunmyer,Gary<DunmverGna hhfl.us> Ce:Ericka Moran<erickap propel-engineering.com>;Jose Castaneda<ose�prope) en ineering.corn>;Jim Vomacka < >;'Wetherell, Leslie'<1eslie.Wetherell(u)dotstate.fl.us>; Mack,Andrew<R/IackA_Phhfl.us>; Mendoza, Paola<MendozaP @hhfl.us>;Shutt,Thuy<Shutt-F_Phhfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Pole Height Hi Gary, Hope you had good meeting internally last Friday.We need to know City's decision about highlighted actions items below ASAP. Thank you very much and have a nice day. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-engineering com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: ma _ro ep I-engineerinn com From:Dunmyer,Gary<DunmverG @bbfl.us> Sent:Thursday,October 21,20212:45 PM To:Maj Alam<mai propel enine"erin .corn> Ce:Ericka Moran<erickaP propel-enZineering.com>;Jose Castaneda< >;Jim Vomacka < >;'Wetherell, Leslie'<1eslie.Wetherell(a)dotstate.fl.us>; Mack,Andrew<R/IackA_Phhfl.us>; Mendoza, Paola<MendozaP @hhfl.us>;Shutt,Thuy<Shutt-F_Phhfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Pole Height Maj, I have a meeting tomorrow to address your highlighted questions. I will be in touch thereafter. Gary Gary Dunmver, NIBA, P.E..G.C. Inlerirn D ector o Public Workr,K Engineering Public Works-Administration Vlailing?ddre<<,: P.G. Box 31.0 I Bovnton Beach, Floridas-A25 Phvslcal Addre.,�,:1.00 E Crce,an Ave, I Bovnton Beach_Florida s s4 s Fj Dtinmvc�rG rchbfl u; hcwn�c�n ber:<n.or / t � t flea,re be advised that Florida has a broad gubliic,rrrcordr,law and all me is email rnav be subject to disclosure,.Unde,r Florida record, law,ernail addr ,„>s ate public records.Th �rrrforc�,vour e rnail communication and vour e-mail addr rnav be subject to gublic.disclosure. From:Maj Alam<mai propel enine"erin .corn> Sent:Thursday,October 21,20217:37 AM To:Dunmyer,Gary<DunmverG@bbfl.us> Ce:Ericka Moran<ericka(a)propel-engineering.com>;Jose Castaneda<ios.a propel engineerin .com>;Jim Vomacka <jim@propel-engineering.corn>;'Wetherell, Leslie'<Leslie.Wetherell@dot.state.fl.us>; Mack,Andrew<MackA@bbfl.us>; Mendoza, Paola<MendozaPj hhfl.us>;Shutt,Thuy<Shut -F_Phhfl.us> Subject:FM 444079-1-City of Boynton Beach Various Locations I Decorative Pole Height Good Morning Gary, Thank you very much for your time to discuss the project on October 5,2021.As a follow up to the meeting,we need City's input for the following two action items asap.Thank you for your help. • Action Items: • The Laity of Boynton each to sign MCA with.FDOT for the decorative lighting. • The FDOT will design the lighting and enter into an agreement�Jth FPL. The FPL will install the project°s lighting on behalf of the:City of B-oynton Beach. • Propel to provide the City of Boynton Beach with the alternative taller decorative light proles provided by FPL. The City of Boynton Beach to provide FDOT with the preferred decorative pole option if they would life to reduce the number of proposed poles. o The City of Boynton Beach will inform FDOT if they will use the different taller poles t - maximize the pole spacln& henry reduciing the number of poles. Propel to provide uprated lighting analysis according to the City's preferred decorative pole option. c M%ller Legg to provide landscaping recommendations for the median. o Miller (Legg will work the location of the coloredconcrete with the proposed lighting to rninirnize impacts to the blue wave pattern. c, Miller Legg will work with the City for details of the irrigation .sleeves and their connections during the design. Page 5 of S Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-engineering com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: mai2propel-engineering com From:Maj Alam Sent:Tuesday,October 12,2021 1:01 PM To:Dunmyer,Gary<DunmverGna hhfl.us>;Wetherell, Leslie<Leslie.Wetherell(@dot.state.fl.us>;Shutt,Thuy<Shutt-F_Phhfl.us>; Mendoza, Paola<MendozaPj hhfl.us>; Mack,Andrew<Macl<A(@bbfl.us>;'Brian Shore'<BShore(a rrillerleg corn>;Jim Vomacka <irn@p Opel engineering.corn>; Kendrick,CynthiaHill, Daniel <HiIlDaniel stanleygroup.corn>; Le,Thuc H.<Thuc.l...epdot.state..fl.us>; Nelson Perez<N 2.rez@rr illerlere..com> Ce:Ericka Moran<ericl<a(b)propel-en. neenng.corn>;Jose Castaneda dose a propel engineerin .com>;Jim Vomacka <�irn@propel-engineering.corn> Subject:RE: Meeting with City FM 444079-1-City of Boynton Beach Various Locations Good Afternoon, Attached please find the meeting minutes. Please send us your comments(if any)by 10/27/2021.Thank you for your time. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.pro ep I-en�ineerin�com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: mai2propel-engineering com -----Original Appointment----- From:Maj Alam Sent:Thursday,September 30,202112:55 PM To:Maj Alam; Dunmyer,Gary;Wetherell, Leslie; Ericka Moran;Jose Castaneda;Shutt,Thuy; Mendoza, Paola; Mack,Andrew; 'Brian Shore',Jim Vomacka Cc:Nelson Perez; Le,Thuc H.; Hill, Daniel; Kendrick,Cynthia Subject:Meeting with City FM 444079-1-City of Boynton Beach Various Locations When:Tuesday,October 5,20211:00 PM-2:00 PM(UTC-05:00) Eastern Time(US&Canada). Where:Microsoft Teams Meeting Microsoft Teams meeting Join on your computer or mobile app Click here tojoin the meetino Learn More I Meetlna oohom From:Dunmyer,Gary<DunmverGna bbfl.us> Sent:Thursday,September 30,202111:22 AM To:Maj Alam<rnaprope) engineering.corn> Cc:Wetherell, Leslie<Leslie.Wetherell(a)dot.state.fLus>; Ericka Moran<ericka(b)propel-engineerin..corn>;Jose Castaneda < >;Shutt,Thuy<Shutt _Phhfl.us>; Mendoza, Paola<R/IendozaP(fbbfl.us>; Mack,Andrew <RilackA9bbfl.us>;'Brian Shore'<BShore(o)rnillerlege..corn>;Jim Vomacka< >;Shutt,Thuy <Shut_t F bbfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Tues from 1-2 works for me. Gary Dunmver, IMBA, P.E..G.C. Interim Detector o Public Workr,R,Engineering, Public Works-Adrvinlslrrtion Mulling Addre<<,: P.G. Box 31.0 I Bovnton Beach, Florida s 1 425 Physic-31 Addre�,�,:1.00 E Crc�ran Arte Dunton e-3ch_FIorida s s4 s5 Dunrnv,,rC rb)bbfI.u, bovnton beach.orn/ t ' J Plea,e>be advn�,e>d that Florida has a broad xubliie.rrrcordr,1.3w and -311 me is email rrav be ,ibiect to dlsciosure.Under Florida record, kave,,email addr ,,,>s are xublic records.Th �rrrfore�,vour e mall communication and vour e-mail addr rvav be subject to xublie.disclosure. From:Maj Alam<rnaprope) engineering.corn> Sent:Wednesday,September 29,202110:06 AM To:Dunmyer,Gary<DunmverGna bbfl.us> Cc:Wetherell, Leslie<L..eslie.WetherellC�dotstate.fl.us>; Ericka Moran<ericl<rpropel-en ineering.corn>;Jose Castaneda dose a propel engineerin .corn>;Shutt,Thuy<ShuttT �bhfl.us>; Mendoza, Paola<MendozaPL@hhfl.us>; Mack,Andrew <Macl<A(@bb`I us>;'Brian Shore'<BShorena rnillerlefl .corn>;Jim Vomacka<irnna propel e i enen grin .corn> Subject:FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Good Morning Gary, We would like to meet with you and your staff virtually to discuss the following items. Please see our availability below. Please let us know at your earliest convenience.Thank you for your time. 1. Lighting a. Decorative vs Standard FPL Pole b. FDOT Installed c. FP&L Installed d. FDOT standard master maintenance lighting agreement e. MOA 2. Landscape a. Removal of all existing trees b. Width and length of the cutout at the both side of the sidewalk c. Landscape opportunity and limitation within the cutout at the both sides of the sidewalk d. Landscape opportunity and limitation within the raised narrow median 3. Hardscape 4. Irrigation S. Begin project limit a. It needs to be adjusted to match with Interchanges project. Availability: 10/05/2021 Tuesday from 1-2pm 10/06/2021 Wednesday from 8-10am 10/07/2021 Thursday: 3:30-5:30pm 10/08/2021 Friday from 8 am to 12pm Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-engineering com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: mai2propel-engineering com From:Dunmyer,Gary<DunmverG(@bbfl.us> Sent:Thursday,September 9,20214:49 PM To:Maj Alam<rnarprope) engineering.corn> Cc:Wetherell, Leslie<Leslie.Wetherell(c)dot.state.fLus>; Ericka Moran<ericka(a)propel-engineerin..corn>;Jose Castaneda < >;Shutt,Thuy<ShuttTPhhfl.us>; Mendoza, Paola<R/IendozaP(fbbfl.us>; Mack,Andrew <Mlacl<ALhhfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Maj, The will enter into a MOA for the decorative lighting. Gary Gam Dunmver, MESA, P.E..G.C. Interim Detector o Public:Works,K Engineering, Public Works-Administration VlailingAddrer�,: P.G. Box 10 I Bovnton Beach, Floridas-AH' Phvslcal Addre.,�,:1.00 E Crce,an Ave I Bovnton Beach_ Flon a s s4 sU ,(,1 P2-6201. Dunrnv,,rC nbbf.ur, bovnton beach.ora/ 0 1 Plea,ce be advn�,ed that Florida has a broad public,recor&,law and all me is email rrav be ,ibiect to disclosure,.Unde,r Florida record, lacv,email addr ,„>s ate public records.Th �rrr ore,vour e Trail communication and vour e-mail addr rnav be subject to public disclosure. From:Maj Alam<maiffiu el-engineering.corn> Sent:Friday,September 03,20217:00 AM To:Dunmyer,Gary<DunmverGna bb`I.us> Cc:Wetherell, Leslie<Leslie.Wetherell(c,�dot.state.`I—>; Ericka Moran<ericka(5)propel-engineerin..corn>;Jose Castaneda < >;Shutt,Thuy<ShuttTPbb l us>; Mendoza, Paola<R/IendozaP(fbb`I.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Good Morning Gary, Thank you for the light pole information. We are coordinating with FPL to confirm if these are poles they can install. In the event if they are not in the FPL library and do not meet the needed lighting requirements then we will need to install the standard FDOT poles. As discussed,we will be determining where lighting can be installed on both the north and south side. In case we need to do standard FDOT poles,we kindly require a commitment from the city,that the city is willing to enter into both the FDOT standard maintenance agreement and an MOA for the decorative lighting. We kindly need a commitment also for the cost of the decorative lighting(and other scope items)to be paid for with local funds. If you could kindly respond to these items,we will then be able to start the lighting analysis. Thanks in advance. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-en�ineerin�com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: ma _ro ep I-engineerinn com From:Dunmyer,Gary<DunmverGOhb`I.us> Sent:Wednesday,September 1,202112:37 PM To:Maj Alam<mai propel enine"erin .corn> Cc:Wetherell, Leslie<L..eslie.Wetherell2dotstate.`I.us>; Ericka Moran<ericI propel-en ineering.corn>;Jose Castaneda < >;Shutt,Thuy<ShuttTPhh`I.us>; Mendoza, Paola<R/IendozaP(fbb`I.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Maj, Attached please find the light poles that the City would like to use. Gary I Gary Dunrmier. MBA, P.E.,C.C. Interim Detector o Public Workr,K Engineering Public Works-Administration VlailingAddrer�,: P.G. Box 10 I Bovnton Beach, Floridas-AH' i g! i Phvslcal Addre-,�,:1.00 E Crce,an Ave [3ovnton [3each_ Elonda s s0 sU ',(,I- 02-b107. Dunrnv,,rGnbbf.ur, bovnton beach.ora/ C309 a Plea,ce be advn�,ed that Florida has a broad 0ubfic,recor&,law and -311 me-A-3 email rrav be ,ibiect to disclosure,.Unde,r Florida record, lacv,ern.,A addr ,„>s are public records.Th �r��fore,vour e mil communication and vour e-mail addr rnav be subject to gublic.disclosure. From:Dunmyer,Gary Sent:Thursday,July 29,20215:42 PM To:Maj Alam<mai propel enine"erina.corn> Cc:Wetherell, Leslie<Leslie.Wetherell(a)dot.state.fLus>; Ericka Moran<ericka(5)propel-engineerin..com>;Jose Castaneda < >;Shutt,Thuy<ShuttTPbbfl.us>;Simon, Michael<SimonM(DbbfLus>; Mendoza, Paola <MendozaP(a bbfl.us> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Maj, I will have an internal meeting with staff and be in touch. Paola, Can you schedule a meeting for you,Thuy and me? Gary From:Maj Alam<rnaprope) engineering.corn> Sent:Thursday,July 29,20214:41 PM To:Dunmyer,Gary<DunmverG @hhfl.us> Cc:Wetherell, Leslie<L..eslie.Wetherell2dotstate.fl.us>; Ericka Moran<eric1 propel-en ineering.corn>;Jose Castaneda < >;Shutt,Thuy<ShuttT �bbfLus>;Simon, Michael<SlmonM_Lhhfl.us>; Mendoza, Paola <MendozaP @hhfl.us> Subject:FM 444079-1-City of Boynton Beach Various Locations I Decorative Lighting Hi Gary, I trust this email will find you well.We have received our survey for the above project and have begun the design of the project. During the meeting in February, it was discussed that the City would like to have decorative lighting along the corridor.We just wanted to confirm that this was still the case. If so,we will need to obtain a lighting maintenance commitment now for our record so that we can proceed with our design decorative lighting. Furthermore,we would need to obtain the type of decorative fixtures the City was looking to have along the corridor, including the manufacture and style.We have received pamphlets with information in the past on various other projects,please see attached as an example, if you could provide something similar with what the City is looking for it would be greatly appreciated. Thank you for your time and assistance. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.�ro ep I-engineering com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: ma _ro ep I-engineerinn com From:Maj Alam<rnaprope) engineering.corn> Sent:Tuesday, February 16,20211:14 PM To:Shutt,Thuy<Shutt-F_Phh`I.us>; Dunmyer,Gary<DunmverGna bb`l.us>; Mendoza, Paola<lVlendozaPCa bb`l.us>;Simon, Michael<SimonMCDbb`Lus>;'Basnet, Binod'<Binod.BasnetCb)dot.state.fl.us> Cc:'Sonnett,Anson'<Anson.Sonnett dot.statefLus>; Ericka Moran<erickaCa propel-enZineering.com>;Jose Castaneda <ioseCa propel-engineerin�.corn> Subject:RE: FM 444079-1-City of Boynton Beach Various Locations(Meeting with City) Good Afternoon Everyone, Thank you for your time last Thursday to discuss the project with us.Attached please find the meeting minutes for your review and concurrence. Please send us your comments(if any)by 03/02.We look forward to working with you all. Regards, Maj Alam,PE,PMP Propel Engineering,Inc. www.pero ep I-en�ineerin�com 2711 Vista Parkway,Suite B-7 West Palm Beach, FL 33411 Cell:561-866-5730 Email: ma _ro ep I-engineerinn com Florida FDOTn LIGHTING ANALYSIS Boynton Beach Various Locations Palm Beach County, Florida Financial Management Number: 444079-1-52-01 Prepared For Florida Department of Transportation District Four 3400 West Commercial Boulevard Fort Lauderdale, FL 33309-3421 JANUARY 2022 PREPARED BY: PROPEL ENGINEERING, INC. 2711 N VISTA PARKWAY, SUITE B-7 WEST PALM BEACH, FL 33413 ProjectIntent................................................................................................................... 3 DesignMethodology....................................................................................................... 3 DesignCriteria ................................................................................................................ 3 Average Foot Candle Values.......................................................................................... 4 List of TaDles Table1: Design Criteria .................................................................................................. 3 Table2: Maximum Candela............................................................................................ 4 Table 3: Luminaire Schedule .......................................................................................... 4 List of Aprperid ices APPENDIX A AG132 EXHIBITS APPENDIX B LUMINAIRE FIXTURES Project Intent The project consists of Complete Streets improvements along Boynton Beach Blvd (State Road 804) from NW 4th Street to US 1/Federal Highway. The proposed improvements consist of lanes width reduction, the expansion of the existing sidewalk on the south side of Boynton Beach Blvd to a 15' sidewalk and to a 9' sidewalk on the north side, the addition of pedestrian lighting, and the installation of one pedestrian crossing. Enhanced connectivityto the Intracoastal waterway and City Marina is proposed by adding shared lane markings (sharrows) on East Boynton Beach Blvd. (off- state roadway) from US 1 to E. Marina Way. As a component of this project shared lane markings (sharrows) and signage will be added on SW 3rd Street (off-state roadway) from Ocean Ave to Boynton Beach Blvd and on Ocean Ave (off-state roadway) from SW 3rd Street to US 1. Design Methodology The polygon method was used as outlined in FDOT FDM section 231.3. Agi32 was used to obtain the Illumination Levels required located below, as identified in FDM Table 231.2.1.The Exhibits found in appendix A, are the output of the Agi32 calculations. Design Criteria The following design criteria was used for the lighting of the intersections and the approaches. Ratios. Table 1:Design Criteria Lighting Initial Values Illumination Level Average Illumination Uniformity Ratios Veiling Foot Candle Luminance Ratio Roadway Classification Horitontal Vertical Avg/Min Max/Min LVMAX/LAVG (HFC) (VFC) Conventional Lighting Other Roadways 1 I N/A 1 4:1 or Less 10:1 or Less 0.3:1 or Less Signalized Intersection Lighting Lighting Retrofit 1.5 Std 1.5 Std 4:1 or Less 10:1 or Less N/A 1.0 Min 1.0 Min Midblock Crosswalk Lighting Low Ambient Luminance N/A 2.3 N/A N/A N/A Table 2,°Maximum Candela Maximum Candela Minimum Mounting Height Long Distribution Medium Short (f t) Distribution Distribution 25 10,000 15,000 20,000 35 20,000 25,000 30,000 Average Foot Candle Values The Horizontal Average Foot Candle exceeds the Criteria for the Seacrest Blvd intersection, 1St St intersection,and the EB and WB directions for the roadway segment from Seacrest Blvd to 1St St and 1St St to Federal Hwy. Per our coordination with the City of Boynton Beach,they requested that the existing lighting on the FPL electric poles be used along the corridor with the same mounting height and mast arm length, with additional poles being placed at the intersection to make the criteria meet retrofit lighting and along the north side of the roadway at back of sidewalk where necessary.Additionally, per coordination with FPL, luminaires on the existing FPL poles will have to remain at the current height that they are mounted. At the intersections, due to the limitations of placing new poles within the curb returns (to avoid right-of-way)as directed by FDOT on the northbound and southbound approaches to meet the Vertical Average Foot Candle minimum of 1.0, the intersection Horizontal Average Foot Candle is higher than the 1.5 standard, 3.8 and 3.5 for Seacrest Blvd and 1St St respectively. Although these averages exceed the criteria for a Retrofit Intersection, they are close to New Construction criteria,so drivers will not be adversely affected.The segments from Seacrest Blvd to 1St St and 1St St to Federal Hwy have a Horizontal Average Foot Candle of 1.9 for both the eastbound and westbound direction, this is due to the limitations of the mounting height on the existing poles and the location of new poles due to driveways. Table 3:Luminaire Schedule Mounting Luminaire Luminaire Lumens IES Class Long. Height Max. Watts Class Candela Range ATB2_40BLEDEIO_XXXXX_R4_4K_5K 133 16593 Type IV Short 25-35' 9659 ATB2_80BLEDEIO_XXXXX_R4_3K 268 32328.9 Type IV Short 35' 18664 APPENDICES APPENDIX A - AGI 32 CALCULATIONS I ® \ \ \ \ \ \ \ \ \ \\ \ \ \ \ \ \ \ } ( I _ \ \ \ \ \ \ \ \ \ 133815ew ay 5E E I« \ _7 \ I � \ > j = ® y } -L32-LS H, ¥, } ) ) \ \ } �\ ° - ( M zu 2IS e+ M , J 132lSe« MN - � , \ � -- � - - y » } 2 2 \ « \ \ \ \ \ \ \ \ \ /� yIS mz _ IE 2 2 2 \ `2 2 2 \ \ i Wo w z M w �a b m ° 0 T F U W \ o z R] p a o � m ° J O � c m 133d-LS ISI MN 1� /— 133b1S ISI MN M„oz,t'om 6Z ¢ J LU � vwj p m x � m a= m m' W z`o un o — - F �aurcamarne�eun�����rcznem000�iom�,�osv��ni��� U - en to CC 4i '(IA79 IS3&3V3S 4A—56£,1 N IF 6L7 ca Lcul UY, O wo W z W �z o b . w - o � _ T w 133211S ONZ 3N c w o z W_ �+ U s _ a ti ul 13391S ISI 3N 6Z 133}J15 15L 3N h� W W � m c m. �-� o w 76 w w � n s H �aurcamarne�eun�����rcznem000�iom�,�osv��ni�� wo 133dIS HIP 3N 6L7 Al-oat,-Ze -OA/ DA/13SO80 Al-oLqpeZe OA/ D AllsSoyo oVOY l O0�7'1 T any (7VoV7jV8 0 ZEE j 3-7 '07181-C' 3AV/ 1.9.92iIS O!IE 3N IF 6� ol --------------- cc \ j ( 3 § m / \ � ) ` I � 22 WWI � -- - - / Z / aMH WL/303-4 z ; at-s-n /\ ec ~/ ` } aMH 7V»30» z < a z ! q U, - \ \ 22222 2 $ 2 2 2 ® } � m I g I \ 3 \ % ` \ j \ / < » � - . z«; IS 3&3V£ a © ` � \ 7 % \ § � \ \ \ \ � I Wo =z � p I � � �C I W I I � 133211S GNZ 3N ®� �a z W a U Q a a z z W � o m OK H � n s W I 13391S ISI 3N v 6Z 133}11S ISI 3N If C, c � W - z o H o � m h U � — Y J W � � v W U U ti N Q � � n ®� o- `o �auzcamarne�eun�����rcznem000�iom�,�osv��ni��� � \ ( / \ \ \ _ \ \ ��ff Z = = , , , , , , , _ : ,_, , , , _ _ : : : , , , , , , , , , , , , , , , , : : : : , , , APPENDIX 6 - LUMINAIRE FIXTURES 9/28/21, 11:10 AM ATB2 40BLEDEI O XXXXX R4 4K/5K OUTDOOR PHOTOMETRIC REPORT CATALOG:ATB2 40BLEDEIO XXXXX R4 4K/5K "Acuity&rands, Test#: ISF 34902P28 American Test Lab: SCALED PHOTOMETRYElectric ral:v= Test Date: 5/24/2017Lighting- Catalog: ighti n - Catalog: ATB2 40BLEDEIO XXXXX R4 4K/5K Description: ATB2 SERIES LED 1000MA TYPE 4 4000K/5000K OCT Series: Autobahn ATB2 Lamp Catalog: LED Lamp: LED Array Lamp Output: Total luminaire Lumens: 16593,absolute photometry Ballast/Driver: LED Driver, LED Driver Input Wattage: 133 Luminous Opening:Rectangle w/Luminous Sides(L: 0.14M,W: 0.24M,H: 0.01M) Max Cd: 9,658.9 at Horizontal: 350,Vertical: 72.50 Roadway Class: SHORT,TYPE IV Polar Candela Isoillu ninance 9,700 1800 1700 1600 1500 1400 5 4 3_ 2 1 0 1 2 3 4 8,083 130° 4 6,467 1200 4,850 3 3,233 1100 1,617 1000 0,00 900 1 1,617 ' �"".'"" 800 Wr-�- .t 0 3,233 '. 700 W 1 a 4,850 600 6,467 2 - I 8,083 500 -- , 9,700 �—w VA:01 100 200 300 400 -Max fid: 350 H 4 Ile, -OOH , -OOH VIII -90,H 5 11120 LUX 1 LUX 10 LUX N 0.5 LUX 5 LUX 0.1 LUX ■50%Max Cd Distance in units of mount height(11 M) ---- Max Cd *Test basest on absolute photometry where lamp lumens=lumens total. 4'Cutoff Classification and eclency cannot be properly calculated for absolute photometry. Visual Photometric Tool 1.2.46 copyright 2021,Acuity Brands Lighting. This Photometric report has been generated using methods recommended by the IESNA.Calculations are based on Photometric data provided by the manufacturer,and the accuracy of this Photometric report is dependent on the accuracy of the data provided. End-user environment and application(including,but not limited to,voltage variation and dirt accumulation)can cause actual Photometric performance to differ from the performance calculated using the data provided by the manufacturer.This report is provided without warranty as to accuracy, completeness,reliability or otherwise.In no event will Acuity Brands Lighting be responsible for any loss resulting from any use of this report. ISF 34902P28 VISUAL PHOTOMETRIC TOOL PAGE 1 OF 4 https://www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190332 1/5 9/28/21, 11:10 AM AT132 40BLEDEI0 XXXXX R4 4K/5K OUTDOOR REPORT �k-lk CATALOG:ATT132OTO40BLEDE OCXXXXXX R4 4K/5K N, rands Zonal Lumen Summary Lumens Per Zone Zone Lumens% Luminaire Zone Lumens %Total Zone Lumens %Total 0-30 1,773.6 10.7% 0-10 216.6 1.3% 90-100 0.000 0% 0-40 3,170.0 19.1% 10-20 600.4 3.6% 100-110 0.000 0% 0-60 8,186.9 49.3% 20-30 956.5 5.8% 110-120 0.000 % 60-90 8,406.1 50.7% 30-40 1,396.5 8.40/b 120-130 0.000 00/0 70-100 4,227.4 25.5% 40-50 2,053.9 12.4% 130-140 0.000 0% 90-120 0.000 0% 50-60 2,963.0 17.9% 140-150 0.000 0% 0-90 16,593.0 100% 60-70 4,178.7 25.2% 150-160 0.000 0% 90-180 0.000 0% 70-80 3,738.8 22.5% 160-170 0.000 0% 0-180 16,593.0 100% 80-90 488.5 2.9% 170-180 0.000 0% Roadway Summary LCS Table Distribution: TYPE N,SHORT BUG Rating B3-UO-G3 Max Cd,90 Deg Vert: 0.000 Forward Light Lumens Lumens% Max Cd,80 to<90 Deg: 4,243.0 Low(0-30): 1,078.3 6.5% Lumens % Lamp Medium(30-60): 4,758.4 28.7% Downward Street Side:12,970.2 78.2% High(60-80): 6,792.5 40.9% Downward House Side: 3,623.9 21.8% Very High(80-90): 341.0 2.1% Downward Total:16,594.1 100% Back Light Upward Street Side: 0.000 0% Low(0-30): 695.4 4.2% Upward House Side: 0.000 0% Medium(30-60): 1,653.5 10% Upward Total: 0.000 0% High(60-80): 1,129.9 6.8% Total Lumens: 16,594.1 100% Very High(80-90): 145.1 0.9% Uplight Low(90-100): 0.000 0% High(100-180): 0.000 0% Trapped Light: 0.000 0% " ISF 34902P28 VISUAL PHOTOMETRIC TOOL PAGE 2 OF 4 https://www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190332 2/5 9/28/21, 11:10 AM ATB2 40BLEDEI0 XXXXX R4 4K/5K OUTDOOR REPORT �k—lk CATALOG:ATTB2OTO40BLEDE OCXXXXXX R4 4K/5K N, rands LCS Graph 41% j UH 100-1800 0 Im 0% 31% i 20% 1014 I UL 90-1000 UL 90-1000 0 Im 0 Im 0% 0% - BVH 80-90 FVH 80-900 �� 145.1 Im 341 Im 0.9% �Zj 2.1% BH 60-800 T� {y FH 50-800 1129.9 Im a 6792.5 Im 6.8% 40.9% BM 30-60° FM 30-600 1653,6 Im 4758.4 Im 10% 28.7% Back Light BL 0-3011 00 FL 0-30" Forward Light 695.4 Im 1078.3 Im 4.2% 6.5% Scale=Max LCS% Trapped Light: 0 Im, 0% ISF 34902P28 Al,VISUAL PHOTOMETRIC TOOL PAGE 3 OF 4 https://www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190332 3/5 9/28/21, 11:10 AM ATB2 40BLEDEI0 XXXXX R4 4K/5K OUTDOOR REPORT �k-lk CATALOG:ATTB2OTO40BLEDE OCXXX)00C R4 4K/5K N, rands Candela Table-Type C 0 15 25 35 45 55 65 75 85 90 105 115 125 135 145 155 165 175 180 0 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2366 2.5 2325 2342 2349 2342 2342 2342 2355 2349 2364 2372 2368 2361 2335 2305 2283 2260 2257 2253 2235 5 2403 2416 2416 2409 2398 2364 2342 2329 23492366 2335 2259 2179 2144 2123 2105 2097 2097 2084 7.5 2436 2442 2433 2433 2427 2433 2405 2335 23492368 2268 2146 2094 2051 2020 2005 1996 2001 1997 10 2533 2501 2461 2446 2431 2442 2446 2362 23422364 2183 2090 2016 1964 1923 1879 1868 1875 1875 12.5 2570 2542 2548 2524 2461 2433 2438 2429 23362368 2136 2046 1951 1868 1769 1684 1638 1634 1642 15 2455 2464 2548 2531 2537 2457 2438 2451 23352377 2110 2005 1877 1727 1571 1475 1438 1451 1469 17.5 2487 2435 2401 2457 2527 2507 2433 2459 2331 2368 2101 1960 1758 1534 1404 1338 1330 1360 1386 20 2672 2637 2527 2427 2474 2531 2451 2453 23202349 2090 1894 1612 1386 1288 1251 1238 1275 1306 22.5 2792 2783 2757 2568 2412 2527 2477 2435 23052336 2075 1797 1447 1275 1208 1175 1167 1197 1232 25 2920 2883 2842 2798 2544 2459 2542 2420 23052338 2062 1686 1323 1202 1149 1119 1128 1184 1221 27.5 3022 2996 2976 2892 2755 2475 2575 2412 23202346 2051 1590 1284 1156 1112 1138 1201 1262 1291 30 3104 3087 3068 3024 2883 2624 2613 2429 23422372 2040 1506 1308 1147 1127 1212 1134 1106 1132 32.5 3228 3194 3179 3142 2987 2742 2605 2485 23982416 1990 1451 1314 1143 1212 1089 1012 1043 1078 35 3396 3328 3293 3257 3142 2920 2635 2588 24722472 1955 1434 1236 1171 1152 1004 1128 1267 1308 37.5 3615 3496 3435 3383 3276 3078 2798 2794 25442531 1920 1460 1160 1227 1038 1012 1101 1175 1210 40 3876 3772 3667 3546 3431 3268 3120 2990 26162605 1871 1467 1121 1171 989 986 1056 1115 1141 42.5 4212 4073 3954 3809 3670 3535 3719 3068 28132761 1768 1445 1104 1065 978 980 1082 1193 1227 45 4382 4458 4451 4239 4080 3961 3587 3302 29762898 1597 1375 1089 1019 976 1034 1258 1382 1395 47.5 4282 4538 4866 4758 4560 4447 3952 3487 3142 3020 1427 1271 1054 1001 1012 1193 1301 1219 1208 50 4380 4502 4904 5010 4754 4684 4206 3683 3439 3265 1308 1190 1004 1006 1130 1240 1241 1243 1234 52.5 4756 4843 4992 5142 4940 4840 4584 4080 3880 3613 1290 1134 945 1026 1215 1282 1380 1438 1419 55 5105 5262 5392 5323 5212 5069 5027 4562 4393 4028 1273 1115 910 1112 1275 1434 1603 1679 1625 57.5 5520 5670 5888 5699 5499 5381 5470 5069 4923 4425 1186 1073 919 1190 1416 1605 1744 1723 1669 60 6024 6166 6496 6315 5907 5709 5937 5538 53474719 1147 1045 947 1301 1616 1882 1708 1460 1393 62.5 6441 6678 7189 7028 6542 6350 6433 5937 5751 4966 1054 1002 997 1397 1788 1575 1271 1064 1008 65 6631 7070 7882 7780 7282 7222 7167 6378 6198 5144 963 926 1023 1590 1699 1273 949 888 858 67.5 6722 7334 8556 8625 8141 8104 8012 6774 6513 5229 852 871 1145 1671 1379 989 849 745 711 70 6327 7119 8942 9387 8964 9047 8645 6948 6570 5112 737 852 1251 1595 1108 810 674 604 567 72.5 5601 6626 8760 9659 9550 9613 8855 6611 61964710 641 823 1345 1427 852 656 541 482 452 75 4161 5351 8023 9420 9579 9464 8501 5692 43173268 626 893 1367 969 641 511 419 369 352 77.5 1732 2679 5781 7952 8734 8295 6441 2863 1445 1119 648 975 1225 665 471 419 285 252 235 80 513 676 1786 3452 4243 3708 1842 934 660 491 711 1012 997 493 339 258 191 156 150 82.5 406 502 574 778 1078 1278 1101 741 545 378 617 960 737 328 215 146 93 63 65 85 265 334 441 508 608 773 800 515 328 226 537 795 441 217 139 78 26 0 0 87.5 145 206 280 289 319 337 352 250 122 74 304 419 241 126 74 41 15 0 0 90 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 92.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 95 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 97.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 102.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 105 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 107.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 112.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 115 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 117.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 120 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 ILFL F.94902R?8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . 0 0 Vf15JALPHBTOMFOfRIC BOOL 0 0 0 0 0 0 0 0 0 0 0 0 0 0 P E 4 @F 4 127.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 130 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 132.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 135 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 https://www.visual-3d.comfTools/PhotometricViewer/default.aspx?id=190332 4/5 9/28/21, 11:10 AM ATB2 40BLEDEI0 XXXXX R4 4K/5K 137.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 142.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 145 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 147.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 150 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 152.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 155 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 157.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 160 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 162.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 165 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 167.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 170 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 172.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 175 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 177.5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 https://www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190332 5/5 10/23/2020 ATB2 80BLEDE10 XXXXX R4 4K/5K OUTDOOR PHOTOMETRIC REPORT CATALOG:ATB2 80BLEDE10 XXXXX R4 4K/5K `- = Test#: ISF 34902P38 American Test Lab: SCALED PHOTOMETRY AE L EleCtri Test Date: 5/24/2017 Lighting- Catalog: ATB2 80BLEDE10 XXXXX R4 4K/5K Description: ATB2 SERIES LED 1000MA TYPE 4 4000K15000K CCT T Series: Autobahn ATB2 Lamp Catalog: LED Lamp: LED Array Lamp Output: Total luminaire Lumens: 32328.9,absolute photornetry* Ballast/Driver: LED Driver, LED Driver Input Wattage: 268 Luminous Opening:Rectangle w/Luminous Sides(L: 0.14M,W: 0.24M,H: 0.01M) Max Cd: 18,818.9 at Horizontal: 350,Vertical: 72.50 Roadway Class: SHORT,TYPE IV Polar Candela Isoilluminiance 19,000 1800 1700 1600 1500 1400 4 3 2_ 1_ 0_ 1_ 2_ 3_ 4_ 15,833 1300 4 12,667 120° 9,500 3 6,333 110° 2 3,167 100° 0.00 90° 1 �s 3,167 80° 6,333 _ uo 70¢ 600 12,667 2 15,833 500 .sf,<. 19,000 VA:00 100 200 300 400 11 Max Cd; 350 H 4 11 0°H 90°H 5 20 fc i fc 10 fc 110.5 fc 5 fc 0.1 fc ■50%Max Cd Distance in units of mount height(30ft) --- Max Cd "TEST BASED ON ABSOLUTE PHOTOMETRY WHERE LAMP LUMENS=LUMENS TOTAL, *C'::UT('.)FF CLASSIFICATION AND EFFICIENCY(;a-ctJNOT BE PROPERLY CALCULATED FOR ABSOLUTE PHC7TOMETRY, VISUAL PHOTOMETRIC TOOL 1.2.46 COPYRIGHT 2020,ACUITY BRANDS LIGHTING. THIS PHOTOMETRIC REPORT HAS BEEN GENERATED USING METHODS RECOMMENDED BY THE IESNA.CALCULATIONS ARE BASED ON PHOTOMETRIC DATA PROVIDED BY THE MANUFACTURER,AND THE ACCURACY OF THIS PHOTOMETRIC REPORT IS DEPENDENT ON THE ACCURACY OF THE DATA PROVIDED.END-USER ENVIRONMENT AND APPLICATION(INCLUDING,BUT NOT LIMITED TO,VOLTAGE VARIATION AND DIRT ACCUMULATION)CAN CAUSE ACTUAL PHOTOMETRIC PERFORMANCE TO DIFFER FROM THE PERFORMANCE CALCULATED USING THE DATA PROVIDED BY THE MANUFACTURER.THIS REPORT IS PROVIDED WITHOUT WARRANTY AS TO ACCURACY, COMPLETENESS,RELIABILITY OR OTHERWISE.IN NO EVENT WILL ACUITY BRANDS LIGHTING BE RESPONSIBLE FOR ANY LOSS RESULTING FROM ANY USE OF THIS REPORT. s�ISF34902P38 PUBLISH VISUAL PHOTOMETRIC TOOL PAGE 1 OF 4 www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190371 1/4 10/23/2020 ATB2 80BLEDE10 XXXXX R4 4K/5K OUTDOOR PHOTOMETRIC REPORT CATALOG:ATB2 80BLEDE10 XXXXX R4 4K/5K `- = Zonal Lumen Summary Lumens Per Zone Zone Lumens %Luminaire Zone Lumens %Tota l Zone Lumens %Total 0-30 3,455.5 10.7% 0-10 422.0 1.3% 90-100 0.000 0% 0-40 6,176.3 19.1% 10-20 1,169.8 3.6% 100-110 0.000 0% 0-60 15,950.9 49.3% 20-30 1,863.7 5.8% 110-120 0.000 0% 60-90 16,378.0 50.7% 30-40 2,720.8 8.4% 120-130 0.000 0% 70-100 8,236.4 25.5% 40-50 4,001.6 12.4% 130-140 0.000 0% 90-120 0.000 0% 50-60 5,772.9 17.9% 140-150 0.000 0% 0-90 32,328.9 100% 60-70 8,141.6 25.2% 150-160 0.000 0% 90-180 0.000 0% 70-80 7,284.6 22.5% 160-170 0.000 0% 0-180 32,328.9 100% 80-90 951.8 2.9% 170-180 0.000 0% Roadway Summary LCS Table Distribution: TYPE IV,SHORT BUG Rating B3-UO-G5 Max Cd,90 Deg Vert: 0.000 Forward Light Lumens Lumens% Max Cd,80 to<90 Deg: 8,266.9 Low(0-30): 2,100.9 6.5% Lumens %Lamp Medium(30-60): 9,270.9 28.7% Downward Street Side:25,270.5 78.2% High(60-80): 13,234.3 40.9% Downward House Side: 7,060.6 21.8% Very High(80-90): 664.4 2.1% Downward Total:32,331.1 100% Back Light Upward Street Side: 0.000 0% Low(0-30): 1,354.9 4.2% Upward House Side: 0.000 0% Medium(30-60): 3,221.6 10% Upward Total: 0.000 0% High(60-80): 2,201.5 6.8% Total Lumens: 32,331.1 100% Very High(80-90): 282.7 0.9% Uplight Low(90-100): 0.000 0% High(100-180): 0.000 0% Trapped Light: 0.000 0% sISF34902P38 PUBLISH VISUAL PHOTOMETRIC TOOL PAGE 2 OF 4 www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190371 2/4 10/23/2020 ATB2 80BLEDE10 XXXXX R4 4K/5K OUTDOOR PHOTOMETRIC REPORT CATALOG:ATB2 80BLEDE10 XXXXX R4 4K/5K `- = LCS Graph 141% UH 100-1800 0 Im 0°6 31% i 20% i � UL 90-1000 10% UL 90-1000 0 Im 0 Im 096 r 096 BVH 80-900 - �� 1 ' FVH 80-900 282.7 Im � � 664.4 Im BH 60-80° FH 60-80° 2201.5 1m 13234.2 1m 6.8% 40,9°6 BM 30-60° FM 30-600 3221.6 Im 9270.9 Im 10% 28.7% Back Light BL 0-300 00 FL 0-30° Forward Light 1354.9 Im 2100.9 Im 4.2% 6.5% Scale=Max LCS% Trapped Light: U Im, 0% s�ISF34902P38 PUBLISH VISUAL PHOTOMETRIC TOOL PAGE 3 OF 4 www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190371 3/4 10/23/2020 ATB2 80BLEDE10 XXXXX R4 4K/5K OUTDOOR PHOTOMETRIC REPORT CATALOG:ATB2 80BLEDE10 XXXXX R4 4K/5K `- = Candela Table-Type C 0 5 15 25 35 45 55 65 75 85 90 95 105 115 125 135 145 155 165 175 1£ 0 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 4610 46 5 4682 4711 4707 4707 4693 4671 4606 4563 4538 4577 4610 4603 4549 4401 4245 4177 4137 4101 4087 4087 40 10 4935 4953 4874 4794 4765 4736 4758 4765 4603 4563 4606 4599 4253 4072 3928 3827 3747 3661 3639 3653 36 15 4783 4834 4801 4964 4931 4942 4787 4751 4776 4549 4632 4563 4112 3906 3657 3365 3061 2874 2801 2827 28 20 5206 5263 5137 4924 4729 4819 4931 4776 4780 4520 4577 4455 4072 3689 3141 2700 2509 2437 2411 2484 25 25 5689 5733 5617 5538 5451 4957 4790 4953 4715 4491 4556 4411 4018 3285 2578 2343 2238 2180 2198 2307 23 30 6047 6058 6014 5978 5892 5617 5112 5090 4733 4563 4621 4473 3975 2935 2549 2235 2195 2361 2209 2155 22 35 6617 6570 6484 6415 6346 6123 5689 5133 5043 4816 4816 4657 3809 2794 2408 2282 2245 1957 2198 2469 25 40 7552 7473 7350 7144 6910 6686 6368 6079 5827 5097 5076 4866 3646 2859 2184 2282 1928 1921 2058 2173 22 45 8538 8494 8686 8671 8260 7949 7718 6989 6433 5798 5646 5213 3112 2679 2123 1986 1902 2014 2451 2693 27 50 8534 8455 8772 9556 9761 9263 9126 8195 7177 6700 6361 5534 2549 2318 1957 1960 2202 2415 2419 2422 24 55 9946 9863 10252 10505 10372 10155 9877 9794 8888 8559 7848 6260 2480 2173 1773 2166 2484 2794 3123 3271 31 60 11736 11458 12014 12657 12303 11509 11122 11566 10790 10418 9195 6455 2235 2036 1845 2534 3148 3668 3328 2845 27 65 12920 12758 13776 15357 15158 14187 14072 13963 12426 12075 10021 5617 1877 1805 1993 3097 3310 2480 1848 1729 16 70 12328 12029 13870 17422 18288 17465 17628 16844 13538 12801 9960 3776 1437 1661 2437 3108 2159 1578 1314 1177 11 75 8108 8151 10426 15631 18353 18664 18440 16563 11090 8411 6368 1841 1220 1740 2664 1888 1249 996 816 718 6 80 1000 1011 1318 3480 6725 8267 7224 3588 1819 1285 957 910 1386 1971 1942 960 661 502 372 303 2 85 516 520 650 859 989 1184 1505 1560 1004 639 440 433 1047 1549 859 422 271 152 51 0 90 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 95 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 105 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 110 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 115 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 120 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 125 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 130 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 135 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 140 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 145 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 150 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 155 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 160 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 165 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 170 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 175 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 180 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 sISF34902P38 PUBLISH VISUAL PHOTOMETRIC TOOL PAGE 4 OF 4 www.visual-3d.com/Tools/PhotometricViewer/default.aspx?id=190371 4/4 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.A. 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 with Centennial management Corp. (CMC), the project's developer, 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. At the December 14, 2021 Board meeting, CMC expressed the desire to qualify/select the tenant and offered to contribute $50,000 towards the tenant build-out of the community space for a total of $115,000 (see Attachment IV). The draft Second Amendment was forwarded to CMC in December 2021 for review and CMC verbally requested to postpone action on this item until the March 9, 2022, Board meeting so that they can concentrate on the approval of the funding agreements for the MLK Jr. Boulevard Mixed Use Project (nka Heart of Boynton Village). The draft Second Agreement was forwarded to CMC again on February 25, 2022, for review. Ms. Elizabeth Roque from CMC indicated to CRA staff on March 3, 2022, that the document is being reviewed by their legal counsel. Execution of the attached Second Amendment to the Purchase and Development Agreement is required to implement the Board's previous direction (see Attachment V). 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) CRA P LAN/P ROJ ECT/PROGRAM: 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 - December 14, 2021 CRA Board Meeting Minutes D Attachment V - Draft Second Amendment to the OBE Purchase and Development Agreement U oa4:�..'�iy rn DO y ``&a o g y $$ Fo �a lL oe ;� 3 Y F O P N m a` IS' 'Rbpb N6az � a xx a® gipp= wa o _ � 4 Shy �� R`�i F HN X01 s o NE1st STREET n R s — — — e.. mq .ue9aeR Osxx'.i �I ID�aoAm t � li waanws� � l F ���C�\ _ {� c �S i,r I � „ �i i:'iui.�fi. � s i� it Sjj}{tf R \\S S F, NOS a[a Rye [I V - W x•u I sz �i e sl LL 0 R m LI F1 F1 F1 F1 F I _ i4 LU g _ � `3 N SEACREST BLVD S 1181HX3 S7 WC-2 , © t�ryil-,al-s © I.v 3 g° Foil 17-2° a w m ® wo �y� Ct_I�BRQQM W ` NYG2 4t b L! 2 E V WS-3 b 1T4" + 1T4' --- R Si 4V1;-2 �u en_ 4'8' 91'x° 5'-0° T-U'.... T'0' �...... F-�'....... ?C7f � (DMVP 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 REDEVELOPOENT GENCY we_ P Pripfed Names' �° <S - Printed Name:Steven B. Grant Title: Authorized Member Title: Chair Date: E r s ( Date: WITNESS: WITNESS: t::;t ) i I Printed Name: �`�`'` �� Printed ame: t WITNESS: WIT 5S: ter; Printed Name: �"�-��� `��°� � Printed Name: C Approved as to form and legal sufficiency: — "'77- 1 & CRA Attorney ooao7;za-> T D;v'Devl\0BE`.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 REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this Z, `day of 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`:Dj-v\Dev1\0BE;\Centennia1 1 the SELLER, the SELLER agrees to record a release of the reverter rights described herein, ThbAore9nnentshaUbebindinguponthepa|tiesher8ioandoh3|/ be binding upon and inure to the benefit oftheir 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 ofthe parties hereto. WITNESS the following signatures as of the year and date first above written. - PURCHASER: SELLER: OCEAN BREEZE EA5T�A K4 ^ BOYNTONBEACH COMMUNITY R �E;V 10P N7 Printed Name: Printed Namoe: Steven B. Grant Title: ~ /� Tide: Chairman Date: ' ~— Date: m8845a FIRST AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO PUR�HASE AND DEVELOPMENT AGREEMENT (the "First Amendment") made as of 5"—, 2019 by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part 111, 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 or inthe 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 inthe approximate amount of $20,594,440 and construction debt financing for the Project in the approximate amount 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 to 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 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. 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. 4. on execution and delivery of the Loan Documents by the Purchaser and the Guaranty by 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 REDEVI 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 subdivii ' bate brida By: Name: ` ; Title: 0� � � First Amendment to Purchase and Development Agreement—Ocean Breeze East TN 'WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the date first written above. SELLER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: PURCHASER: OCEAN BREEZE EAST APARTMENTS LLC, a Florida limited liability company By: Ocean Breeze Man a r'1 IAC;"-acac=Florida limited lia4fl c an F iF i eager 771 13 Lew''; SN ezy, anagen —.1 w THE CITY OF BOYNTON BEACH, a political subdivision of the State of Florida By: Name: Title: First Amendment 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 WHEREOF, this iviortgage has been drily signed and sealed by the Borrower on or as of the clay and year first above written. OCEAN BREEZE EAST APARTPN E " LLC, a Florida limited liability compan 4ness Signature _ f�i.P / Z)/ t� 7I T ,,-— By: Ocean Breeze r a Flea-rida Name printd or typed limited 11a cot is 1 eager i it ss Si tore i S4 ;Manager £*lame printed or typed STATE OF FLORIDA COUNTY OF M� �l � *� The foregoing instrument was acknowledged before me this + day of MVP*16t%_ . , 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, (lie manager ofOce n Breeze East Apartments LLC, a Florida limited liability company, Nvho is persoi�a#ly oy a tie or-who has produced as identification ''"°"� Witness my hand and official seal the date aforesiq,/i q m PubicState Fkxicta Notary Public, State of Fl Vida at Large Notaty Richer'P raMrilig +� �C MY Comm"ion GG 3te C'214(K7 °# n €xpirea Cl7l15t20 Notary. Print or Type Name vty Commission Expires § 1 4839-3055-9657 r,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 perfonn 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 WHEREOF, this Note has been duly executed by Borrower as of the day and year first written above. OCEAN BREEZE EAST APARTNIE NTS LLC,a Florida limited liability company NVitness Siplature J e /e-ty By: Ocean Bree"a D'er UC---d-Florida ;aa Diger 1 t %nle print or typed limited Ai-41-y-eoni any, i afi -M, W1 Siture Y, Name printed or typed STATE OF FLORIDA COUNTY OF OAAff'Vj The foregoing instrUMC11t was acknowledged before me this day of IUVVIA4,— 2019, by Lewis V. Swezy, as manager of Ocean Breeze'Manager LLC, a Florida limited liability company, the manager t me 01, of Ocean Breeze East Apartments LLC,a Florida limited liability compa!'!y'-wpersonally� who has produced as identification. ;l10 is Witness my hand and official seal the date afores pt& NoUuy Public State 01 FWda Notary Public,State of'Flortda at Large i a Rie7hard P Grammig rplg ')0 No MY COMMU10n(30 321400 L%.,LrExplres 07115/2023 Lft(C UL4-m Notary:Print or Type Name MyCommission Expires 1 - I--1,73 Promissory Note and Loan Agreenient(City of Boynton Beach)--Ocean Breeze 3 4824-5364-0361 v.8 IN WITNESS WHEREOF,this Note has been duly executed by Lender as of the day and year first written above. w THE CITY OF BOYNTON BEACH, a political ..._ ,,� ...� �...... subdii the St 07F --- - Wrtness Si store Bye NamNa e pr` rated or typed Nam �� :; Title: �,,C ,A,`��. -�. ( 112f if ess Siguat` N e printed or typed 4 no STATE OF FLORIDA COUNTY OF jjaThe foregoing instrument was acknowledged before me this day of NO r 19,by as _. of ( 6 m e _ who is personally known to me or who has produced as identification. Witness my hand and official seal the date aforesaid, Not' a u tic, to of Florida at Large Notary: Print or Type Name My Commission Expires t 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 [SZGN4TURE 1'f1GETO GUAk1JVT)'0FC011PIETIONJ IN WITNESS WREREOF, Guarantor has caused this Guaranty to be duly exectzt�d aild ci�l(vered 6y its duly authorized official as of the 7th Clay of November 2Q l 9, GUARANTOR• t L IS V. Y �r i i 4827-4125-3249,x.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. j f OCEAN BREEZE EAST APARTMENTS LLC, o Print Name://p l 0-,, L,772-4 Florida limited liability company By: Ocean Breeze ll lana ler .-L-LLC - FloridaWitness: Y �� limited liability cyn any; ' ad Print Na By: Lei's ezy, i+ nage STATE OF FLORA COUNTY OF k r4-� -1%4-1L? The foregoing instrument was acknowledged before me this 6 day of � � 2019, by Lewis V. Swezy, as manager of Ocean Breeze Manager LLC, a Florida limited liability company, as manager of Ocean Breeze East Apartments LLC, a Florida limited liability company, who has produced as ide»tifeat ott as is petsonalfy fcn iun 1o.rne Notary Public Public Stats of Flaida P Gram�/migq•J�nPrint Name: .i O-WxTARicd7hia(d P m4sion GG 361400te6 0711512023 My Commission Expires: 7- M , 3 of 4 (-P (✓ Witness: BOYNTON BEACHCOMMUNITY Print Name ._q� ���..°" ` � I2EDEN' ; PSI By: Witness: �,. Title. � � � Print Name ' STATE OF FLORIDA COUNTY OF " The foregoing instrument was acknowledged before me this '3day of ? , 2019, by fb• C- , as C424-\- ` W tAftZDf Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Ch=nall; 163 'art III, of orirlr� Statutes, who has produced __as identification or is 110 n to ie. live) Bennie �uicklien ?tary P NOTARY PUBLIC STATE OF FLORIDA Print Name: �iOh��t�; 1 c GG10&394 Expires 5/25/2021 My Commission Expires: 7 - 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 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 Mr. Vescler understood the request. He queried if they are contributing the Boardwalk site and paying a significant price for that, they can say if they do not want to tie one to the other, but if there is value, he asked what is their incentive. They wanted to work with the rules. They are not trying to push their project on anyone and was looking to be a collaborative member of the process. They are trying to do something that would help. If the Board thinks it can help, there is a cost for it and the cost is not going into Hyperion's pocket, it is real dollars Hyperion is paying to the seller. They want a win-win process. They will put a proposal in writing and put it is in context. There were no comments received from the public A. Reconsideration of the 2022 CRA Board Meeting Dates Ms. Shutt explained the Board approved the 2022 CRA Meeting Dates. On January 11th there is a conflict with the City. Staff recommends meeting on the 12th. After brief discussion, due to Palm Beach County days, there was agreement to meet on January 10th Motion Vice Chair Hay moved to meet on January 10th. Board Member Penserga seconded the motion. The motion passed unanimously. B. Execution of the Second Amendment to the Purchase and Development Agreement to the Ocean Breeze East Project Ms. Shutt announced at the November 9th meeting, the Board approved language to amend the Purchase and Sale Agreement to delete the Neighborhood Office Program office and move it to the MILK Jr Boulevard mixed-use development and allow staff to work with Centennial on the build-out with a maximum improvement not to exceed $100K. The Board authorized staff to set aside $65K of this year's budget and to work with Ms. Roque on it. The amended agreement was forwarded to Centennial, and Ms. Roque was present to make comments. Ms. Roque explained the Board talked about putting a non-profit in the space. They would amend the original agreement to do the build-out and decided that on top of the $65K they want to use for the build out, they will invest another $50K into it to ensure it is a successful, beautiful environment. Other than that, they are onboard. Chair Grant asked if they can specify in the agreement it is a non-profit that supports youth. Ms. Roque explained anyone in the community who can benefit from the space could occupy the space. They are not expecting to charge rent, but the Board can handle if it is a non-profit or anyone in the community. Louis Swezy, Centennial Management, explained they do not mind a non-profit there or renting it out as a commercial space either. It is whoever the City wants, and 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 whatever the shortfall is up to $50K, Centennial will fund it. Ms. Shutt explained CRA dollars can only apply to physical improvements, not marketing or tenant selection. Centennial can choose. American Academy as they are interested in the space and they are making it available. Mr. Swezy explained they make sure they qualify the tenants. Ms. Rossmell explained the CRA cannot be involved in the selection of a tenant, only the improvements of the space. Motion Board Member Penserga moved to approve. He asked if this was a permanent space for one entity. Chair Grant explained this is a landlord tenant space for commercial purposes on a year-to-year basis. Ms. Rossmell suggested staff and legal work with them to revise the amendment and authorize signature of it once the terms were reached based on what was discussed. It includes the cost share with $50K. Board Member Penserga amended his motion to include the provision. Vice Chair Hay seconded the motion . The motion passed unanimously. 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 Ms. Shutt explained this item was before the Board last month, considering budgeting this fiscal year regarding funding the MLK Jr. Boulevard mixed use with the gray shell. There are eight tenant spaces, and included in the agreement is the ability to fix the rent at five years at $22 per square foot and have cost of living increases up to 3% for 10 uses. The CRA with the first lease can help having neighborhood uses there or any relocated existing businesses for the new space. They are for the new residents of Ocean Breeze East and the MLK, Jr. Boulevard project. The CRA has a first right of refusal if sending to a new entity. They designated $25K for the Neighborhood Officer Program (NOP) office to be in bay 8 for the shell, and Centennial shall not be responsible for making tenant improvements in bays 1 -7. The CRA designated restaurant or food service uses in bays 3, 4, 5, or 6 and they want to do it now as it is going to permit. There are terms when each party has to submit. The CRA will offer rent assistance and commercial improvement grants to future commercial tenants. M. Roque agreed with Ms. Shutt's comments. They are not yet ready with the NOP office, but they have plans ready to go to ensure the bays are built while constructing the shell so all will be finished at the same time and they can market the community as soon as possible to identify tenants for the rest of the retail space. Ms. Shutt explained they could have a meeting with the Police Department for the initial programming in place and use the services of the project architect of record. The CRA has $25K for some design services and will try to schedule something right away. The term sheet is before the Board and was sent to Ms. Roque. Ms. Shutt hoped to have this approved on the 10t" 12 SECOND AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND DEVELOP MENTAGREEMENT (the "Second Amendment") made as of March , 2022, 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 ($115,000), including design fees. Purchaser shall be responsible for $50,000 and Seller shall be responsible for $65,000 of the total cost. 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. The Parties will work together to market the availability of the flex space if it will not be used by the Seller or the City of Boynton Beach. Final selection of the tenant shall be determined by the Purchaser. 8. 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 BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.13. SUBJECT: Consideration of the Purchase of Green Acres Condominiums and 409 NE 1st Street Properties SUMMARY: On January 10, 2022, the CRA Board was prepared to discuss this item as outlined in the agenda item (Attachment 1). Mr. Fitzpatrick was not in attendance so the CRA Board discussed the options, outlined below, to present to Mr. Fitzpatrick: • Purchase 409 NE 1 st Street immediately for$350,000 • Purchase the Green Acres Condominium property, in its entirety, for $2.5 million subject to an option purchase agreement negotiated between the parties Pursuant to CRA Board direction, CRA legal counsel emailed Mr. Fitzpatrick an offer letter on January 28, 2022, for 409 NE 1st Street property and the property known as Green Acres Condominium (Attachment 11). Mr. Fitzpatrick's January 31, 2022, counteroffer is provided as Attachment I I I and outlined below: 409 N E 1 st Street: • $350,000 net to seller(BBCRA pays all closing costs); only deduction is broker's fee • Subject to option agreement on Green Acres Condominiums Green Acres Condominium: • Option agreement for purchase - closing in 2021-2022; $2,500,000 net to seller • Option agreement for purchase - closing in 2023 $2,500,000 plus 20% increase ($3M) net to seller • Option agreement for purchase - closing in 2024 $3,000,000 plus 20% increase ($3.6M) net to seller • BBCRA pays all closing costs • Lewis, Longman & Walker will provide legal assistance for the closing between Fitzpatrick/Ward for 112 NE 1st Street-costs to be paid by BBCRA • $400,000 deposit • $200,000 of the deposit released to seller 10 days from feasibility period expiration • Failure to close by 2024 - balance of deposit ($200,000) due to seller FISCAL IMPACT: To be determined by the Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve Brian Fitzpatrick's counteroffer and allow the CRA Board Chair to execute the Purchase and Sale Agreement as prepared by CRA legal counsel. 2. Do not approve Brian Fitzpatrick's counteroffer and terminate negotiations for the properties known as 409 NE 1st Street and Green Acres Condominiums. 3. Provide other options/counteroffers for the purchase of the properties known as 409 N E 1 st Street and Green Acres Condominiums. ATTACHMENTS: Description D Attachment I -January 10, 2022 Agenda Item D Attachment II -CRA Offer Letter to Mr. Fitzpatrick D Attachment III - Mr. Fitzpatrick's January 31, 2022 Counteroffer BOYNTO immiBEACH C d CRA BOARD MEETING OF: January 10, 2022 OLD BUSINESS AGENDAITEM: 16.G. SUBJECT: Consideration of the Purchase of Green Acres Condominiums and 409 NE 1st Street Properties SUMMARY: At the December 14, 2021 CRA Board Meeting, Mr. Fitzpatrick and the CRA Board discussed the purchase of both 409 NE 1 st Street and Green Acres Condominiums located at the corner of NE 1 st Street& NE 1 st Avenue (Attachment 1) The CRA Board requested a breakdown of Mr. Fitzpatrick's asking price for the two properties. Mr. Fitzpatrick advised he would accept $300,000 for 409 NE 1st Street and $2,700,000 for Green Acres Condominiums if the properties were purchased together at this time. If they were purchased separately he would want $500,000 for 409 NE 1 st Street and $2,500,000 for Green Acres Condominiums. It was determined the CRA could pursue 409 NE 1 st Street at a later time. The purchase of the Green Acres Condominiums (Attachment 11), at $2,700,00, was a more strategic purchase at this time. Mr. Fitzpatrick advised that he would be requesting a value increase depending on the year the CRA would purchase the property. The Board tabled the item and requested Mr. Fitzpatrick to bring back the following information for discussion at the January 10, 2022 CRA Board Meeting. • Terms to purchase Green Acres Condominiums in 2023 • Terms to purchase Green Acres Condominiums in 2024 • Written confirmation from Carl R. Ward, III's willingness to sell his Green Acres Condominiums Unit-112 NE 1st Street; PCN #08-43-45-28-03-004-0130 As of January 6, 2022, a response has not been submitted for review. FISCAL IMPACT: To be determined by the Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map s ti s � t 7 � ,y r I s,17 r� 1 I� 'trl 4A5 ue -; I�r7 i 'i,.n a` rfl I..t', ca: `•� 00 00 00 00 00 Go cc 00 00 00 C y C7 C7 4 0 0 C7 0 Ca C) o { v°a LEWIS Attorneys atLaw LLO@iMAN Uvv-|avvzonn��� 0� | ���R Reply To: West Palm Beach January 28, ZO22 VIA EMAIL i�rian�f#t�zpatrick@cqmca�tiigt U.S. MAIL Brian Fitzpatrick P.D. Box 524 Boynton Beach, FL3]425 Re: Acquisition of 409 First Street and Green Acres Condominium Dear Mr. Fitzpatrick: On behalf ufthe Boynton Beach Community Redevelopment Agency ("BB[RA''), please accept this correspondence as an offer to acquire your property located on 409 First Street Boynton Beach, Florida consistent with discussions you have had with the BBCRA. The is offering Utterback, Theresa From: Ken Dodge <kdodge@llw-law.com> Sent: Friday, February 4, 2022 4:12 PM To: Shutt,Thuy; Utterback, Theresa;Tack, Timothy Cc: Tara Duhy; Kathryn Rossmell Subject: FW:409 First Street and Green Acres Condominium Attachments: Purchase and Sale Agreement (01601598-2xBA9D6).pdf Please see Brian Fitzpatrick's response below to the attached contract I sent him for 409 1St street (and our previous offer letter). Let's discuss on our Tuesday call.Thank you. Kenneth W. Dodge I Executive Shareholder Board Certified Real Estate Law 360 South Rosemary Avenue, Suite 1100 1 West Palm Beach, Florida 33401 kdodgep_llw-law.com 1561.640.0820 vCard Website 1 aio 1 loin us online LENTIS W11 LONG Ah L L WALKER The Yinformation contained in this transmission may be legally privileged and confidential. It is intended only for the use of the recipient(s)named above. If the reader of this message is not the intended recipient,you are hereby notified that you received this communication in error,and that any dissemination,distribution,or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply email and delete the message and all copies of it. From: Brian fitzpatrick<brianifitzpatrick corn cast.net> Sent: Monday,January 31, 2022 10:25 PM To:Jessica Bollman <iollan Il -la .co > Subject: Re:409 First Street and Green Acres Condominium External Email Good Evening. There are several issues I would like to address. 409 Ne 1 st t: I will accept the CRA's offer of $350,000.00 with the following conditions.1.$350,000 net to seller. The only deduction is a brokers fee. 2.Subject to the BBCRA entering into an option agreement to purchase Green Acres Condominium. Option Agreement to purchase Green Acres Condominium: BBCRA pays all costs and fees to close. LL will provide assistance needed to facilitate drafting a contract, and my closing on 112 NE 1st St. These costs will also be paid by BBCRA. The option agreement price of $2,500,000 (net to seller) is based on 2021-2022 purchase. A 2023 purchase would result in a 20 %increase. A 2024 purchase would result in an additional 20% increase. Deposit- Total deposit $400,000. $200,000 would be released to seller within 10 days of the expiration of the Feasibility Period. If the BBCRA fails to close 1 by 2024, the balance of the deposit $200,00, shall be released to the Seller. Please incorporate these conditions into your standard acquisition contract . BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.C. SUBJECT: Discussion and Consideration of a Purchase and Development Agreement with 306 NE 6th Avenue, LLC for CRA-Owned Property Located at 211 E. Ocean Avenue SUMMARY: At the December 14, 2021 CRA Board meeting, the CRA discussed the following terms for the purchase and development of the 211 E. Ocean Avenue property by the Barber Family Companies, LLC and its partner, Mr. Rodney Mayo (see Attachment 1): • A new Limited Liability Company, 211 E OCEAN LLC, will be created for this proposal which will consist of the Barber Family Companies, LLC and its partner (Mr. Rodney Mayo) • 211 E OCEAN LLC has committed to $1,000,000 in private investments for the cost of the renovation of the historic Magnuson House ($450,000), the shipping container structures for the new restaurant concept, include restrooms and ancillary structures ($240,000), and site work and other miscellaneous costs ($310,000)for the conveyance of the property to 211 E OCEAN LLC • 211 E OCEAN LLC will provide documents confirming the demonstrated financial capability of the guarantor(Mr. Mayo)to fund the $1,000,000 project • A deed restriction for the restaurant use will be placed on the property for a minimum of 20 years • The right of first refusal will be in place for the repurchase of the property should 211 E OCEAN LLC receive a written offer to purchase the property within five years after receiving a Certificate of Occupancy • A reverter clause that shall run with the property until project completion and the issuance of a Certificate of Occupancy for the Project to protect public interest for the land • CRA Board support the removal of the Magnuson House historic designation as part of the development review process (see Attachment 11) • Title transfer to occur only upon completion of the project Outstanding Requested Items: Items listed below were requested by CRA staff on multiple occasions to finalize the Draft Purchase and Development Agreement and evaluate the financial capacity of the partners (see Attachments III and IV). • Final legal documents establishing the business and connecting Mr. Mayo to the Barber Family Co, LLC, including the partnership structure. The corporate documents submitted on March 2, 2022, for 306 NE 6th Avenue LLC does not show ties to Mr. Barber or the Barber Family Companies, LLC (see Attachment V) • Credit authorization for Mr. Mayo as an individual and as an officer of the 306 NE 6th Avenue LLC • Documentation that the $1,000,000 in funding from Mr. Mayo is dedicated to the project and any funding conditions should the project fail • Comments to the Purchase and Development Agreement initially presented to the CRA Board on January 10, 2022, and updated on February 17, 2022, for consistency with Board direction Purchase and Development Agreement Updates: Since title to the property will not be transfer until the renovation is completed, the contractors hired by Mr. Barber or Mayo will be working on the property and the BBCRAwill be required to provide consent to all City applications and the following needs to be incorporated into the Purchase and Development Agreement. CRA staff discussed these items with Mr. Barber and he has indicated that he will review this with Mr. Mayo: • Indemnification language • Site security and protection measures • Site restoration language • Insurance and bonding requirements • Right of First Refusal as described above per Board direction • Reverter language may not be required if land transfer will not occur until project completion As of March 4, 2022, the outstanding items have not been provided to the CRA. Staff recommends that the Board not move forward with the Purchase and Development Agreement (see Attachment VI) until the requested items have been submitted for review. FISCAL IMPACT: To be determined by the Board. CRA P LAN/P ROJ ECT/PROGRAM: 2016 CRA Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I - Background Information from December 14, 2021 CRA Board M eeting D Attachment II - December 14, 2021 and January 10, 2022 M eeting M inutes D Attachment III - December 21, 2021 Email Request for Guarantor's Information D Attachment IV- February 17, 2022 Request for Documents D Attachment V - March 3, 2022 Request for Documents Attachment VI -306 NE 6th Avenue, LLC Draft Purchase and Development D Agreement BOYNTO mommBEACHC d CRA BOARD M EETING OF: December 14, 2021 OLD BUSINESS AGENDAITEM: 16.1. SUBJECT: Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue SUMMARY: On June 8, 2021, the CRA Board reviewed and discussed the Letter of Intent (LOI - dated May 27, 2021) from The Barber Family Companies LLC, to engage in discussions for the acquisition and redevelopment of the CRA owned property located at 211 E. Ocean Avenue (see Attachments I & 11). The CRA Board tabled the item and directed CRA and City staff to meet to discuss the proposed use of the property for a restaurant concept with up to six shipping containers (see Attachment 111). On June 22, 2021, CRA and City staff reviewed the requests outlined in the LOI as follows: Existing building on site to be used for interior seating, no cooking or food preparation conducted inside the existing residential structure; a new patio deck on the east side of the property to accommodate 200 guests and the use of six (6) repurposed shipping containers to act as the required restrooms and kitchen. City of Boynton Beach Planning and Development staff indicated that parking requirements have been reduced to facilitate smaller redevelopment sites. However, in order for staff to provide comments for the proposed shipping container restaurant concept which includes the adaptive reuse of the historic Magnuson structure, additional information and a conceptual plan will need to be submitted for review. CRA informed Mr. Barber of the results of the CRA/City staff meeting and Mr. Barber assembled a consulting team to develop a conceptual plan and associated development costs to supplement the May 27, 2021 LOI. At the July 13, 2021 meeting, the CRA Board accepted the Letter of Intent from The Barber Family Companies, LLC and directed staff to issue a 30-day Public Notice of Intent to Dispose/Lease the property in accordance with the CRA's Policy for Processing Letters of Intent (see Attachments IV and V). The 30-day notice period ended on August 19, 2021. On September 2, 2021, Mr. Barber submitted additional documents to support the LOI which includes the following (see Attachment VI). Staffs comments to the proposal is provided in Attachment VII. At the September 14, 2021 CRA Board meeting, the Board directed staff to continue to negotiate with the Barber Family for either a lease or purchase agreement to be considered by the Board (see Attachment VIII). The Board was also considering four other LOls from other interested parties at the same meeting and allowed those entities to submit additional information for the November 9, 2021 CRA Board Meeting therefore would like the Barber Family to come back at the same time. At the November 9, 2021 CRA Board meeting, all LOls were withdrawn except for the FTC LOI for a professional engineering and GIS training office. Due to technical difficulties, FTC was not able to present virtually and the Board tabled the discussion the additional LOls until the December 14, 2021 CRA Board meeting. Mr. Barber also requested a postponement to the December CRA meeting due to a personal emergency. Staff continued to work with Mr. Barber and his team on this LOI. On November 12, 2021, staff met with Mr. Barber to arrive at the following terms for a Purchase and Development Agreement for consideration by the Board (see Attachment I X). The Barber Family is proposing the following terms: • To acquire the 211 E. Ocean Avenue property for$240,000 • $50,000 in Commercial Improvement Grant from the CRA to go towards a new container restaurant • $200,000 in TI RFA funding • Providing $1,000,000 in private investments for the cost of the renovation of the historic Magnuson House ($450,000), the shipping container structures for the new restaurant concept, include restrooms and ancillary structures ($240,000), and site work and other miscellaneous costs ($310,000) • A new Limited Liability Company, 211 E Ocean LLC, will be created for this proposal which will consist of the Barber Family and its partner(Mr. Rodney Mayo) • A timeline of 14 months has been submitted from Site Plan Application Submittal to activation of the restaurant use Supportive documents for the proposal are included as Attachment X and the appraisal report for the 211 East Ocean Avenue property is added as Attachment XI. FISCAL IMPACT: To be determined by the Board. CRA P LAN/P ROJ ECT/PROGRAM: 2016 CRA Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I -Aerial Map of 211 E. Ocean Avenue D Attachment II - Letter of Intent, The Barber Family Co, LLC D Attachment III -June 8, 2021 CRA Board Meeting Minutes D Attachment IV -July 13, 2021 CRA Board Meeting Minutes D Attachment V -CRA Policy for Processing LOI D Attachment VI -September 2, 2021 Additional Documents D Attachment VII -Correspondences to Mr. Barber D Attachment VIII -September 14, 2021 CRA M eeting Agenda and M inutes D Attachment IX - November 12, 2021 Meeting Notes D Attachment X - Barber Family 211 E. Ocean Avenue New Container Restaurant Concept Supportive Documents D Attachment XI - December 8, 2021 Appraisal Letter for 211 E. Ocean Avenue fj y T �1 t f K;� i s t s i uri1; ' i a , 1 ls� 1 r t r� r { t tfi p i s, t!y 3,o rlAve 7,, all Ve, E Ocean Ave, � v IT TAI i i v N i,,, 1 itis iib lC 1 r. sys g, tilt `UySi r 1✓ 3 ">r ��y i �7 i s E , �r t•: m'Sf" ss On �'1 n By ca c�� � s E 08434528030040130 0 00035 I . . -0.014 mi -j 0 0.005 0.01 0.02 Ian s created b :PBC Pro ert A raiser August 6 2015 The Barber Family Co TROTS ��� UJE,1 LLC 1920 S Federal Hwy Boynton Beach FL 33435 561-777-4934 www.BBQTroys.com May 27, 2021 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave 4th Floor, Boynton Beach, FL 33435 Re: Notice of Intent to engage in discussions for historic property 211 E Ocean Ave Dear Mr. Simon The purpose of this letter is to notify the intent of The Barber Family Co LLC as well as The Davis Family Co LLC in acquiring the property at 211 E Ocean Ave Boynton Beach FL 33435. Our companies would like to work with the city as well as the CRA to develop this property into what can be a staple of the downtown district. We intend to develop the property and make the interior of the historic site seating only. No cooking or food prep will be done inside of the historic home to preserve its historic nature and charm. In addition we look to with the permission of the CRA and the historic preservation board develop an east facing patio deck area with seating and an outdoor bar area. To accommodate the need for restrooms as well as the kitchen we propose modifying four to six shipping containers and repurposing them to be restrooms as well as a fully functional kitchen with the capacity to service up to 200 guests at one time. With either a grant from the CRA or in lieu of the grant a land deed agreement with restrictions to only resale to the CRA we feel we can complete this project within 12-18 months from the first date structural repairs would begin. We look forward to scheduling a meeting with you to discuss the next steps. Sincerely, Anthony Barber Troy's BBQ The Barber Family Co LLC The Davis Family Co LLC Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 8, 2021 Board Member Romelus moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. Board Member Romelus asked if staff considered a counter offer for the property. Mr. Simon explained they did, but the Board voted to stay at the $275K. Regarding the 115 N 4t" Avenue, a counter offer was made and the Board wanted the cap to be $275K. Buying the property would add two additional units. The park is inside the project, but there are two or three homes to the west of Ms. McIntosh and an entrance road to the east of the homes. The price offering is above appraised value, but within a reasonable and previously approved amount. They are fair prices. This property is 2,500 square foot bigger and the house is about 300 square feet larger.. B. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue Chair Grant did not want to accept the Letter of Intent because of all the requests for outdoor kitchens next to residences. He would rather have a barbeque-themed event in the CRA District to help promote the restaurants. Mr. Simon explained they would bring plans to the Board during the budget in July. Board Member Katz thought they should direct staff to reach out and advised he supports looking into this because the applicant has a good track record, but they have to think of what to do with the building. He wanted to explore it noting the building would not be demolished and it is too expensive to move. The applicant has been inside the building and has plans for restaurant renovation. He had copied Planning and Development on the LOI and met with them previously to convert the house in a similar matter to what Shovel Ready had proposed in the past. When he got the LOI with the included shipping container idea, Mr. Breese contacted him and asked if he was aware of the idea and Mr. Simon was not. Staff can begin to have a discussion with city staff if they do not want to tie it to the property at 211 E. Ocean Ave. It was noted Mr. Barber is no longer on the CRA Advisory Board. Board Member Romelus noted the LOI indicated he would not cook or food prep and learned it would not be done in the house. A lot of what would typically have to be been redone on the interior would not be done, avoiding a lot of Code and LDR upgrades to the building. There was a lot of information he would like to get. Chair Grant wanted to direct staff to explore the proposal more and get more information needed from the City to see if new LDRs were needed. Motion 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 8, 2021 Board Member Penserga moved to table the item for staff to bring back more information. Board Member Romelus seconded the motion. The motion passed unanimously. C. Consideration of Award and Contract for Responses to the Invitation to Bid to Perform Landscape Maintenance Services on Properties Owned by the CRA Ms. Utterback explained the current contract is up at the end of June. They went out to bid and received three responses. She reviewed the lowest bid was Vincent and Sons who is the current contractor. Motion Vice Chair Hay moved to approve. Board Member Katz seconded the motion. The motion passed unanimously. 17. Future Agenda Items A. Discussion and Consideration of a Purchase and Development Agreement between the CRA and Habitat for Humanity of South Palm Beach County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue B. Consideration of Award and Contract for Responses for the Management of the Boynton Harbor Marina C. Approval of the FY 2021 - 2023 Boynton Harbor Marina Dockage Lease Agreement D. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update E. Ocean Breeze East Affordable Multi-Family Rental Apartment Project Update 18. Adjournment Mr. Karjalainen read a closing statement explaining how the public could access the video. There being no further business to discuss, Chair Grant adjourned the meeting at 7:30 p.m. Catherine Cherry Minutes Specialist 15 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Penserga moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. 16. H Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue (Heard out of Order) Chair Grant requested a motion to remove Item H from the table. Motion Board Member Katz so moved. Board Member Romelus seconded the motion. The motion passed unanimously. Anthony Barber, 1920 S. Federal Highway, thanked his sister and four-year old son who was with him, for sitting through the proceedings so quietly. He submitted a letter regarding the Magnuson House for a restaurant concept based on a project he is involved in, in West Palm Beach. Troy's BBQ will celebrate 25 years on Sunday. They expanded in Boca, but were unsuccessful. On August 20th, he will expand into West Palm Beach with a restaurant concept as opposed to BBQ, that he wants to bring to Boynton. He has development partners who own 20 restaurants throughout Palm Beach, Dade and Broward Counties and they agreed to partner with him at the Magnuson House for a restaurant that would be called "Magnuson." The restaurant concept would use shipping containers with all outdoors seating and all outdoor cooking apparatus. They would model kitchens and restrooms with shipping containers for a turn. If they started tomorrow, he could open by next July and it would be a self-funded project. He was looking to the CRA for a purchase agreement with the CRA having first right of refusal of any sale, and/or assistance and funding if they cannot come to agreement on the terms of a sale. Chair Grant questioned if Mr. Barber was willing to pay the appraised value. Mr. Barber hoped not. He clarified the CRA has grant programs and opportunities for building, signage, and interior and exterior build outs. He was not looking for the CRA to give him the property. He was looking to enter into discussions with the CRA to come up with an agreement that works for both sides. He thought what could work was the Barber Family Company LLC provides the funding for the redevelopment of the property as long as the purchase of the property was in scale to the redevelopment. The CRA would spend the same amount of money either way. Chair Grant asked about parking and learned he would try to enter into a parking agreement with the City in the long term. In the short term, he would like to use parking for the Schoolhouse Children's Museum and Old High School.(Cultural Center) and from a land use agreement to the west of First Street or Avenue. Chair Grant explained the City has no control over the garages. Mr. Simon explained the Magnuson House was part of the sale to the City at the corner of NE1st and 1St by the fire station. There was a parking lot with 58 spaces. When the Shovel Ready project was approved, 36 or 38 paces were attached to it. The City is not 24 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 carrying that many spots, but the CRA is getting 100 spots in the garage and they would be dedicated to the Magnuson House. Ms. Shutt noted City staff advised there are new regulations to encourage redevelopment of properties that reduces the number of required parking spaces. City staff was open to reviewing how many spots he can accommodate on his lot, but he would need to submit a more finite layout. It is a business management decision about how many people Mr. Barbers wants to serve on his property. Mr. Barbers intent was to ask for the CRA Board to enter into discussion to consider the overall project, which would give him the blessing to move forward and start spending money. Chair Grant did not think shipping containers in the downtown was necessarily good . There is already have a vacant restaurant on 4t" Street as restaurants are difficult businesses. He looks at the property to the north and that property owner has nine out of the 10 condo units. There are there property owners for that block. He wanted Mr. Barber, before moving forward, to make sure the land could not be used for a mixed-use project. A mixed-use project would have a greater property value for the City. Board Member Katz was open to exploring the idea because previous attempts to consolidate those lots failed. He did not think consolidation of any properties there would occur in any number of years and the property has been worthless. The home is historically designated, but he understood it was only designated to get grants for its preservation. The property needs to be something If the adjoining property owners cannot enter an agreement and show the ability to turn it into a mixed-use project, it should be used for something. Mr. Simon commented the Board could, in light of the future vision of a larger scale project in the future, activate a lease in the short term, that could be incorporated into a larger project. Until then, they do not have to let go of the land. The Board could, as an option, lease it with other valuations and any assistance the Board feels is necessary. Board Member Penserga agreed with Mr. Simon. It is a historic building and the containers are not permanent. The containers would be designed to be aligned to the side of the house so it gives a consistent fagade. Board Member Penserga supported Mr. Barber's proposal. Vice Chair Hay agreed with Mr. Simon and supported Mr. Barber's request. Board Member Romelus commended Mr. Barber as this property sat vacant for years. She expressed the Board is making concessions for Hurricane Alley and they should do the same for Mr. Barber. Mr. Barber explained his stepfather, Troy Davis, had an awesome business he sat in day in and day out for 19 years. Mr. Barber expressed he is a former participant of the Bulldogs and the first ever summer camp, former employee of John McNally and when it comes to anything having to do with Boynton, take a picture of him. He loves Boynton and praised the CRA for their efforts on behalf of business. He spoke about grant funding and felt it was right on time. He noted Ms. Nicklien is always calling asking if he noted what the CRA was offering and Mr. Hussain will call him twice to get his paperwork in for an event. 25 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Brian Fitzpatrick, 409 NE 1St Street, advised he respects the Barber and Davis families' contribution to the community. He was working for 35 years to assemble a parcel to the north of 211 E. Ocean Avenue. He had submitted an LOI, but subsequently withdrew it, not because his interest diminished, rather it was due to the importance of the block. He thought it would benefit him to bring a professional LOI to the Board. With the current interest in the property, there is a concern about a lack of partnerships or agreements with adjacent property owners. He thought they would not find more willing and flexible individuals to do with business with. He envisions a private/public partnership, where the City could retain equity. He thought they have the ability to turn that block into the crown jewel, although they had disappointments with Town Square. He requested the Board reject the current LOI and select option 3. A hindrance to developing the block, is the structure on 211 E. Ocean Avenue and he suggested moving the home to pave the way for development. He identified a local project that is similar to the land they have on that block, by the Catsin Apartments in Delray Beach where they have an alley they could capitalize on. He thought it was potentially a $100M project and the options are endless. He contacted the Gagner family and had a positive response from them to meet and work this out. Chair Grant thought they may most likely move forward with the LOI and issue a Notice to Dispose within 60 days, which gives Mr. Fitzpatrick the opportunity to speak with the Gagner family to get some sort of deal Mr. Fitzpatrick explained the reality was they had a previous project for 211 and a lot of money went into the project. He commented when the CRA installed the parking lot on NE 1St Street that is now the fire department and the District Chiller Energy Plant. They took his access from NE 2nd Street. At the time, he accepted it with the understanding there will be a partnership and he would eventually acquire that. The access issue has not been dealt with and it will be a potential problem. If another business occupied 211, it would be tied up in litigation until the access issue is resolved. There is an undeveloped alley on the north side of 211 that borders the two properties. He did not know whether the CRA will give him the alley in exchange for taking away his access on NE 2nd Street, but announced there was going to be an issue. Board Member Penserga understood Mr. Barber's use is temporary and asked how that would prevent Mr. Fitzpatrick from putting together a plan Mr. Fitzpatrick thought it probably would not, but he recalled when Nancy Graham demolished the south side of Ocean Avenue. Mr. Fitzpatrick explained he has viable structures and he could continue his business model for the next 100 years. He thought the CRA has the opportunity to do something great, but they have to move the house which opens the way for development. Motion Vice Chair Hay moved to accept Option One, which said to entertain the LOI and issue a 30-day public notice to dispose of the property, during which time, any member of the development public may also submit their LOI for the Board's consideration. Under this 26 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 option, if the Board does not receive a more favorable LOI, it could decide to enter into discussion and negotiation with the Barber family for the purposes described in the LOI. Chair Grant requested the motion be amended to 45 days instead of 30. Vice Chair Vice Chair Hay agreed. Attorney Duhy recommended the Board just publish the notice for 30 days and they can continue to receive responses up until the Board agenda deadline. Board Member Romelus seconded the motion. The motion passed unanimously. Chair Grant recessed the meeting at 9:48 and reconvened the meeting at 9:56 p.m. 16. Old Business A. Consideration and Discussion of Fiscal Year 2021-2022 Project Fund Budget Vicki Hill, Finance Director, began to present the Project Fund Budget A request was made by Board Member Romelus to move up items on the agenda as the hour was getting late and there were still individuals in the audience waiting for their items to be heard. There were no objections. Later in the meeting, there was agreement to continue the Fiscal Year 2021/2022 Project Fund Budget discussion to the August meeting. New Business Item C. Consideration of Award and Contract for Proposals to the Request for Proposals for Event Management Services for the Boynton Beach Haunted Pirate Fest & Mermaid Splash (Heard out of Order) Stewart Auville, Standing Ovations LLC, was available. Ms. Coppin explained over the years, the CRA contracted with a professional event management firm to assist the agency with the planning and execution of its signature event, the Boynton Beach Haunted Pirate Fest and Mermaid Splash. The contracted event management firm assists staff with the overall planning of the events including logistics management, procurement of rentals and services, vendor and volunteer management, support staff and day of coordination. Per the CRA procurement policy, an RFP for event management services was advertised in June, and two proposals were received from Standing Ovations LLC and 203 Productions LLC. Both proposals were included as attachments in the meeting backup and staff provided a printed copy of the staff sufficiency review and evaluation results. Staff evaluated demonstrated experience and quality of work samples, quality of approach to providing services, organizational capacity, proposed costs and fee schedules, and if the respondent was a local business. She reviewed the final cumulative scores. The 27 BOYNTO 16iiii B E M �YYa4a�±r'Ari`,A Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 The Barber Family Co LLC Business Anthony Barber, Owner Created on August 27, 2021 1 THE BARBER FAMILY CO LLC Executive Summary Product The Barber Family Co LLC produces high quality BBQ dishes and has been for over 25 years. We source fresh meat and vegetables in our down home southern barbecue dishes. We make bbq for all people, believing and striving to continue to make bbq the hard way. Customers The target audience for The Barber Family Co LLC is adults, specifically we want to cater to families, corporate partners, governments, as well as young and moderate adults who enjoy craft items. Future of the Company Although the BBQ business is highly competitive, we believe that there is a place for high- quality, attractive, durable, and affordable BBQ as well as other amazing dishes. Our goal is to create and market food that will satisfy all with quality recipes that are timeless. 2 THE BARBER FAMILY CO LLC Company Description Mission Statement To be always the desired place for; great food, beverages and delicious complementary desserts & bakery products to enjoy with family and friends. Principal Members Anthony Barber— owner. Legal Structure The Barber Family Co LLC is a sole proprietorship. 3 THE BARBER FAMILY CO LLC Market Research Industry The Barber Family Co LLC DBA (To Be Determined) will be apart of the community of Boynton Beach. Currently, there is an increased demand for outdoor dining establishments as the pandemic rages on and there is not a clear end in sight. The largest restaurants that primarily offer indoor dining have suffered because they either don't have the space available to offer the same dining experience outside or they are unwilling to pivot. This industry is currently suffering from the effects of the pandemic even with assistance from government programs. However, establishments that have been able to pivot and or establish outdoor dining spaces for their guests have thrived. This means there is a potential for growth as the economy recovers for establishments that primarily focus on outdoor/open air dining as that is what most patrons are feeling most comfortable with. Detailed Description of Customers The groups that the company plans to market to are every adult with an income range of $30,000 - $120,000 a year. Our target customers are interested in eating quality authentic food while enjoying the ambiance of the restaurant as well as the experience of service and available craft cocktails. They value quality and they research the restaurants they dine in. Our target customers are willing to spend more money on products that are of higher quality and satisfying. Company Advantages Wooden Grain Toys has the following advantages compared to competitors: Basic, practical designs. Safe, non-toxic paints, parts, and accessories. Easy-to-assemble parts. All components are manufactured in America and made with grade-A wood, high quality steel, and rubber. Quick, 48-hour delivery since our goal is to keep at least 50 units of each toy in stock. High-quality, interactive website. Face-to-face interaction with customers at craft shows over a three state area. 4 THE BARBER FAMILY CO LLC 5 THE BARBER FAMILY CO LLC Service Une Product/Service The Barber Family Co LLC DBA (To Be Determined) will sell classic American food centered around fresh locally sourced vegetables, and quality meats and seafoods. The dishes will be chef and family inspired and will resonate with all genre's of people. Some of the items we look to include are: Chargrilled Oysters Rib Eye Steaks NY Strip Steaks Locally sourced fish & Seafood Large wedge salads Soups Craft Cocktails Sandwiches Brunch Homemade desserts Pricing Structure The Barber Family Co LLC DBA (To Be Determined) will offer its products for the following prices: Traditional Entree dinner- $25-$45 Cocktails- $8-$14 Soups - $5- $11 Desserts - $8-$12 Product Lifecycle All The Barber Family Co LLC DBA (To Be Determined) products will be made fresh daily in house or sourced locally. 6 THE BARBER FAMILY CO LLC Research and Development The company is planning to conduct the following research and development: Include a feedback mechanism on the website for ideas, suggestions, and improvements Provide comment cards for distribution at craft fairs or food truck events Review available market research to identify top restaurant locations and reason(s) for their popularity 7 THE BARBER FAMILY CO LLC Marketing �� Sales������������!�����)�� �m� ��������`�� ===��� �.�.=~ =��� ��� ��� ~=������.~�� Growth Strategy ����������m To grow the company, The Barber Family CO LLC DBA (To Be Determined) will do the following: O Sell products at craft fairs in P@|[M Beach, BrOw@rd' and Miami- Dade Counties from our food truck. O As business grows, advertise in target markets, especially in advance of the holiday Se@SOD. Communicate � ~��� ��� Customer ��������������� �����m ��m�� �����omer The Barber Family CO LLC DBA (To Be Determined) will communicate with its customers by: O Providing an email newsletter with company news, product information, and food truck schedule. O Using targeted Google and F@CebOOkadvertisements. O Utilizing SOci@| media such as Twitter, YouTube' F@cebOOh' LiOked|O' PiOtneSt@Od TikToch. O Providing contact information OD the company website. O Adding labels on products that include company name, contact info, and web address. 21 1 E Ocean ave Boynton Beach The Barber Family co LLC would like to purchase the home for$200,000.00. We would like to purchase the home in the manner of services. We propose to offer the city of Boynton Beach the equivalent of$350,000.00 in meal services to the elderly, homeless, and children over a period of 7 years at an average cost of$9/meal. That number equals about 460 available meals per month. The construcSons costs associated with the project including the completed modified shipping containers is$604,756.85 of which $404,756.85 are esSmated construcSon costs. The Barber Family CoLLC will fund this project vvithaoornbinaSonofoaahonhandvvhioh is verifiable through our financial insStuSons as well as one business loan from Valley Bank which vvehave prequalified for$75O,OOO.00. a THE oAnoEn FAMILY CO LLC Celebrating years CAULFIELD &WHEELER, INC. Engineering E 0003591 Consulting Engineers-Surveyors&Mappers PROJECT NARRATIVE SurveyingLB0003591 Landscape Architecture LCO00031 Mr. Anthony Barber The Barker Family Co„ LLC 19201 S Federal Highway Boynton Beach, FL 33435 Project cri ti The Barker Family Co., Iic seeks to develop the historical building and site located at 211 East Ocean Avenue for the purpose of opening a new restaurant. A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. Pr used-Architectural god Engineering Chanes, The existing two story 745 SF+/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished.The first floor will be limited to greeting patrons and restaurant seating.The second floor will be used for storage and the bathroom will be removed.The building will receive new air conditioning equipment and ductwork. A new 343 S +/-front porch with wood railing, an ADA accessible ramp with woad railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power,water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A du Aster enclosure with hose kik and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code.The existing electrical service and electrical panel will be upsized to meet the project requirements. Pr000sed..Civil Engineering.Changes; Site paving, grading and drainage,water detention and sanitary sewer will be modified to meet all city codes. Utilities and all underground sleeving for electrical and irrigation will be installed per approved plans. Proposed Landscape Arc itegture Sit , s We intend to recycle all the plant material that we can can this site.The large trees at the front and rear of the property are proposed to be preserved in place. Palms that can be relocated will be used around the site. The current driveway will be removed and a new driveway with one Handicap parking spot located at the entry to the establishment. An abundance of tropical landscape is to be used to provide ambiance and to soften the appearance of interior structures. Kitchen facilities will be to the Vilest of an outdoor dining area,restroom entries to the North are screened by an interior planter island.The majority of guest seating is to be outsides with shade sails, palm trees and fans with misters to provide a comfortable atmosphere. 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I IV-go / � d -� {� IIS I � l p I I Uri Q4 FnT " ; L hsav F- �,`f � a f�h , I� r �- ` I s , { Asante Design Group Ilc 5255 N Federal Highway• 315 Boca Raton • FL 33487 T 561.349.5151 F 561.349.5152 AA 26003560 d August 31, 2021 Mr.Anthony Barber The Barber Family Co., LLC 1920 S Federal Highway Boynton Beach, FL 33435 Re: 211 East Ocean Avenue, Boynton Beach, Florida Dear Anthony: Thank you for the opportunity to provide our proposal for professional Architectural and Engineering services for renovations and additions to the residential building that will be the location of your newest restaurant. Upon acceptance of this proposal, AIA Document B105-2017, Standard Short Form Agreement between Owner and Architect, will be provided and replace this Proposal as the Agreement for services. Project Description: A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. The existing two story 745 SF +/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished. The first floor will be limited to greeting patrons and restaurant seating. The second floor will be used for storage and the bathroom will be removed. The building will receive new air conditioning equipment and ductwork. A new 348 SF +/-front porch with wood railing, an ADA accessible ramp with wood railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power, water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A dumpster enclosure with hose bib and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code. The existing electrical service and electrical panel will be upsized to meet the project requirements. Description of Services to be provided: Task/Phase Description of Services Phase I 0 Drawings of the building and site lighting photometrics required for a Minor Site Plan approval will be Site Plan Approval provided to the Owner's Planner for submittal to Planning & Zoning in the City of Boynton Beach. Attendance at meeting with City staff or public hearings are Additional Services. -2- Phase II • Site visit by Architect and Engineers to document existing conditions Building Permit Drawings 0 Provide CAD background drawings to Structural, Mechanical, Electrical, and Plumbing Engineers as a basis for their design drawings and calculations • Preparation of design drawings and specifications for building permitting Usual and customary building permit design drawings and specifications including: • Architectural & Life Safety design drawings & specifications • Structural Engineering design & calculations • Mechanical Engineering & energy calculations • Electrical Engineering • Plumbing Engineering • Meetings with consultants and Owner • Coordination with the Owner's Civil Engineer, Landscape Architect and Planner Phase III • The Architect will assist the Owner in obtaining bids and provide Bid Instructions to three GCs if requested Bidding & Negotiation by the Owner as an Additional Service. • Response to GCs questions during bidding is included. Phase IV 0 Response to plan review permit comments and drawing revisions as required for obtaining a building Permitting permit in Boynton Beach, Florida is included. Phase V • Shop drawing review of Contractor's submittals is included for all disciplines. Construction Administration 0 Response to Contractor's RFI's is included. Phase • Two site visits by the Architect during construction are included. Additional visits, if needed, are based upon the hourly rate schedule. • Architect review and certification of contractor's applications for payment are Additional Services if requested by the Owner based upon the hourly rate schedule. The Architects consultants include: • Structural Engineer • Mechanical Engineer • Electrical Engineer • Plumbing Engineer Proposed Fee Schedule: Stipulated Sum $37,750 Reimbursable Expenses $ 1,000 Budget Hourly Rates for Additional Services: Principal Architect $180 Project Manager $160 Project Coordinator $140 -3- BIM/CAD Technician $100 Administrative $ 80 Owner's Responsibilities: Provide a current boundary and topographical survey including location of existing trees and elevations in PDF and CAD format. Provide soil testing and percolation tests required for the project. Provide Structural and MEP Engineering drawings for shipping containers. Selections of fixtures, furniture, and equipment. Government Agency fees are Owner's expenses. Exclusions Structural and MEP Engineering for Shipping Containers Geotechnical Testing and Report Surveying Civil Engineering Landscape Architecture The scope of work does not include the following changes to the existing historical building that may be required to bring the building up to code during the permitting review process: structural repairs or alterations, changes or replacement of thermal insulation, energy code upgrades, window and door replacement, replacement of existing wiring or receptacles, replacement of plumbing pipes, or any other changes required by the building department. If renovations are required to the historical building to bring it up to the current code by the building department, then the Architect will prepare an additional services work authorization that will be presented to the Owner for approval prior to commencement. Reimbursable Expenses Printing costs and presentation boards in performance of this service and specifically related to this project will be reimbursable and will be billed to the Owner at cost plus a 20% administrative cost. Invoicing Billing will be monthly and a retainer of $11,325 (Eleven thousand three hundred and twenty five dollars) will be required to commence work) and is the minimum fee under this proposal. Terms This proposal is valid for 30 days from receipt. We are sincerely grateful for this opportunity and look forward to working with you. Please contact me with any questions regarding the proposal and/or indicate your acceptance below. Kindest regards, ASANTE DESIGN GROUP LLC Juliette L. Schiff, AIA, NCARB, LEED AP BD+C State of Florida Registered Architect, AR94008 Accepted by: Anthony Barber Date Authorized Representative PROJECT NARRATIVE Mr. Anthony Barber The Barber Family Co., LLC 1920 S Federal Highway Boynton Beach, FL 33435 Project Description: The Barber Family Co., Ilc seeks to purchase and develop the historical building and site located at 211 East Ocean Avenue for the purpose of opening a new restaurant. A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. Proposed Architectural and Engineering Changes: The existing two story 745 SF +/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished.The first floor will be limited to greeting patrons and restaurant seating. The second floor will be used for storage and the bathroom will be removed. The building will receive new air conditioning equipment and ductwork.A new 348 SF +/- front porch with wood railing, an ADA accessible ramp with wood railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power, water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A dumpster enclosure with hose bib and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code. The existing electrical service and electrical panel will be upsized to meet the project requirements. Proposed Civil Engineering Changes: Proposed Landscape Architecture Changes: Proposed Development Costs: 1. Purchase of building and land 2. Architect, MEP Engineer, Structural Engineer 3. Civil Engineer 4. Landscape Architect 5. General Contractor 6. Shipping Containers 7. Furniture, Fixtures & Equipment 8. Building permit and site plan approval fees Total project development cost -2- LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page: 1 of b MIAMI,FL 33147 is 305.302.6250 QUOTATION PREPARED FOR: Project Name 211 East Ocean Avenue - Boynton Beach 08/17/2021 PRODUCT QUANTITY & PRICING: Qtv Description 1 40' CONTAINER — KITCHEN $88,800 1 20' CONTAINER — BAR (Doors on both ends and serving $40,900 windows on the west side 1 20' CONTAINER — REFRIGERATED (50% Refrigerator/ $42,100 50% Freezer 1 20' CONTAINER - ADA BATHROOM $59,300 ENGINEERING-MEP-STRUCTURAL $9,000 PROJECT TOTAL $240,100 Payable as follows: • $50,000 due at agreement inception. This will be used to purchase all the containers • $70,000 due at beginning of fabrication • $100,000 progress payment due when: all steel fab is complete, framing in, utilities roughed in, interior wall coverings in. • $20,100 final payment(or adjusted balance)due at completion (customer inspection &approval), before delivery. Fabrication timing: LRBC requires 14 weeks to fabricate the 4 container units specified here, (assuming no subcontractor or permitting delays) Third party inspections: The building department plan review&inspections will be performed by a third-party engineering team. The costs of this service are borne by the client. Pre-Permitting quote and adjustments: These structures are not engineered or fully specified yet for your specific site/project. Some items are listed individually below with allowances. As the final design and MEP is complete and costs are in, price adjustments, (up or down)will be made to align the allowances to the actual costs. The graphics represent a pre-engineering placeholder design. It is understood that some items may change. WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:2 of b MIAMI,FL 33147 is 305.302.6250 GENERAL NOTES ENGINEERING & PERMITTING: These units will have engineering as part of this pricing. Included are background drawings that will be needed for inclusion in the permitting set or other official sets. ELECTRIC, HVAC, PLUMBING &GAS: LRBC to provide: All utilities within the boxes and an exterior connection point. CLIENT to provide: Labor& materials for all site utility runs and connections. DELIVERY: Client responsible for delivery costs. F.O.B. LRBC Plant, Miami, FL INSTALLATION: LRBC TO PROVIDE: 2 persons on site for install days to assist (in an oversight capacity)with install logistics & box placement. (Three 8-hour days maximum) FOUNDATIONS: Client Provided: Will share our know how with client CHANGES: If a change or new information is conveyed after the job starts and a change is needed to accommodate the new information, either digital or physical, a change-order charge will be incurred to offset the additional work. This proposal is valid for 30 days. The bottom of this page left blank. WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:3 of b MIAMI,FL 33147 is 305.302.6250 SPECIFICATIONS FOR 40' KITCHEN Component Description Container Like-new condition high cube containers "one-way"40' container with minimal wear Exterior Industrial paint on original container, one color. Insulation R-13 Walls R-30 ceiling Flooring Epoxy Interior Walls/Finish FRP walls, metal or FRP ceiling Doors . Steel frame, steel door, locking &closer hardware. Service Window Sliding window, surface mount. aluminum frame, impact glass sized approx. 8'wide x 28"tall Service shelf Stainless, approx. 8'x 24" Hood By Captiveaire(or similar)Standard 8' hood with fire suppression (included) Electrical ( 200 amp breaker panel, outlets&switching as per plans/code. Plumbing Hot, cold and waste piping are run as required. An on-demand or standard water heater is provided (allowance of$400 for WH). The waste line will be accessible under the unit at the perimeter. HVAC Mini Split Gas N/A Interior Lighting LED ceiling fixtures Exterior Lighting .........��.) 3 fixtures, Sunlite VTA100 or equivalent Appliances Water heater Walk in Cooler INCLUDED is a walk-in cooler Tx 8' n9 ShownShown is an OPTIONAL awning at the front. Not included in this pricing. Equipment The image shows a suggested equipment layout. With the exception of the hood and the cooler, equipment is not included in this proposal. M_ CQaL111 WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:4 of 6 MIAMI,FL 33147 is 305.302.6250 SPECIFICATIONS FOR 20' BAR Component Description Container(s) Like-new condition high cube container(s) —"one-way"with minimal wear. Container doors left on, permanently closed. (option for solid wall in place of doors...$2500) Exterior Metal primer plus one color top coat single part industrial paint Insulation None with open-air building Flooring Epoxy commercial floor Interior Walls Painted corrugated steel Ceiling Painted corrugated steel Exterior door Steel security door as per drawing, with commercial hardware. Service Opening Sized approx. 16'x 4'. Closed off with a roll-down "garage door" Service shelf Stainless shelf approx. 16'x 2' Ventilation 2 ceiling mounted fans. Thermostat-controlled roof-mounted exhaust fan. Fire None quoted Plumbing Allowances: All inclusive plumbing at$2,500 Electrical & lighting Allowances: All inclusive electric& lighting subcontractor at$3500 Note Noequipment riced. T i 1 II I EQUIPMENT SUGGESTION 3 u X11 I li 3 WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:5 of 6 MIAMI,FL 33147 is 305.302.6250 SPECIFICATIONS FOR 20' STORAGE CONTAINER, REFRIGERATED Component Description Container(s) 2010-2011 refrigerated container with Carrier refrigeration machinery. 460V, 3 phase (other voltages available) Allowance of$11,000 for used refrigerated boxes. Exterior One color top coat single part industrial paint. Flooring Metal slats (unworked by LRBC, as it comes from the supplier) Interior Walls Unworked by LRBC, as it comes from the supplier Ceiling Unworked by LRBC, as it comes from the supplier Exterior The container doors will be removed and replaced with a lockable cooler door(36 x 84) set in an doors insulated wall panel. 20' GOLD STORAGE 20' VENTILATED STORAGE WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:6 of 6 MIAMI,FL 33147 is 305.302.6250 SPECIFICATIONS FOR 20'ADA BATHROOM Component Description Container(s) Like-new condition high cube container(s) —"one-way"with minimal wear Exterior Metal primer plus one color top coat single part industrial paint Insulation As per codes, specified as batt insulation. Flooring Ceramic tile with an installed price of$10/sf Interior Walls Painted beadboard panels with FRP wainscot Ceiling Painted beadboard Exterior doors Steel security doors as per drawing. With commercial hardware. HVAC Allowances: All inclusive AC and ventilation subcontractor at$5000 Electrical & lighting Allowances: All inclusive electric& lighting subcontractor at$3000 Plumbing Allowances: All inclusive plumbing including all fixtures at$6000 Washroom accessories Soap dispensers, paper towel dispensers, TP holders, grab bars, mirrors. Mid-priced units. Note No equipment screening is specified or priced. 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Y 1�s e� fir# IIS r`�•` �t} � } q� Y From: Shutt,Thuv To: Anthony Barber Cc: Juliette L.Schiff; "Allan Hendricks"; Utterback,Theresa; Nicklien.Bannie;Curfman.Vicki Subject: RE:Anthony Barber has shared a folder with you using Dropbox Date: Wednesday,September 8, 2021 1:46:00 PM Attachments: Allan H -PROJECT-NARR.odf JULIETTE SCHIFF-211 E OCEAN AVE-NARRATIVE.docx Good afternoon, Anthony, I have reviewed your package and did not see the following items. Please note that the items below will need to be addressed if/should the Board decide to move forward with an agreement with the Barber Family Co LLC based on the LOI. 1. Barber Family Co LLC Business Plan, Company Advantage (Page 4)—Connection between the BBQ shipping container restaurant concept to Wooden Grain Toys. Was this a cut/paste error? 2. Project costs—I see that there is a reference in your business plan that the project costs totals $604,756.85 and $404,756.85 is the estimated construction costs. • Please confirm the cost of the container, is it$200,000 or$240,100 as indicated in the Little River Box Company Quote? • Please provide a completed cost narrative. Two versions have been provided by Caulfield & Wheeler, Inc. and Asante Design Group LLC but both do not have the total project breakdown that coincides with the Barber Family Co LLC Business Plan's narrative on Page 8, 211 E. Ocean Avenue Boynton Beach (see attached). • Please provide cost of the adaptive reuse of the existing building and confirm if this is included in the $404,756.85 since this item is not included in the Caulfield & Wheeler, Inc. cost breakdown above 3. Timeline for activation—Asante Design Group LLC provided their description of services but no timeline associated with the Phases I-V, please provide overall timeframe which includes design, entitlement (planning, zoning, development review approvals, etc.), permitting, construction, and anticipated time that the business will be open for business 4. Please provide a Pre-qualification letter from Valley National and a description of how this funding will be used for the associated costs described above. Specifically, will this be used for soft costs, construction costs, equipment, and/or operations? Any limitations or condition on the loan that may require the CRA property to be used for collateral. Staff will forward these documents as supplement to your May 27th LOI and they will be presented to the Board at the September 14, 2021 CRA Board meeting along with the other three LOIS received for the property. If you have additional questions, please feel free to contact me. Thank you. From: Anthony Barber<atbarber@troysbbque.com> Sent:Thursday, September 2, 20213:51 PM To: Shutt,Thuy<ShuttT@bbfl.us> Subject: Anthony Barber has shared afolder with you using Dropbox Hi, [fcrc`s u link to ouback yard" in my : Sent from nryiPhone From: Shutt,Thuv To: Juliette L.Schiff Cc: Anthony Barber; "Allan Hendricks"; Radioan,Amanda; Utterback,Theresa; Nicklien.Bennie;Simon. Michael; Rumgf, Michael Subject: RE: 211 East Ocean Ave-Troy BBQ Date: Tuesday,August 3,20216:14:00 PM Attachments: im2ae002.gno Hi,Juliette, It was nice to hear from you again. Per our conversation, the answers are provided below with a caveat that they must be verified with the Planning and Development staff at the City. Amanda Radigan, Principal Planner, is copied in the email and will be able to help schedule a pre-application meeting and confirm my comments below for Items 1, 2, and part of 3e. Let me know if you need anything else.Thank you. From:Juliette L. Schiff<julie@asantedesigngroup.com> Sent: Friday,July 30, 20218:32 AM To: Shutt,Thuy<ShuttT@bbfl.us> Cc: Anthony Barber<atbarber@troysbbque.com>; 'Allan Hendricks' <allan@cwiassoc.com> Subject: 211 East Ocean Ave -Troy BBQ Good morning Thuy Allan Hendricks and I are working with Anthony Barber to provide the drawings that the CRA is requesting for the disposal of the land. To assist us with expediting the submittal, and because I know from working with you in the past, how extremely organized and responsive you are, kindly provide the following: 1. Zoning and future land use for the site— R3 Zoning and LRC Land Use; Note this is in the CRA's Cultural District and the CRA Plan recommends a land use amendment to Mixed-Use Medium which corresponds to MU-2 or MU-3 zoning districts (Page 76 of CRA Plan). Rezoning/land use change may be required. 2. Setbacks & FAR—See property development regulations for recommended zoning (see PZ staff or American Legal Publishing) 3.. List of documents and drawings required for the September 3rd submittal:) his is for the CRA 9/14 Board Agenda. a. A brief narrative/summary of what will be planned for the site— more detailed than previous 1.01 (building area and uses, number of seats, parking accommodations, etc.) b. Conceptual site plan C, Conceptual graphic/rendering depicting how this site will look once completed. Can be in 2D (elevations) or 3D (rendering or sketch) d. A budget with costs associated with activating the business. This needs to include offering price and any cost/benefit provided by purchaser ifasking for less than market price for the land, costs for design, construction, as well as buildout of container and retrofit the residential structure for the dining use, site costs, how the project will be financed (cash, loan, grant, etc,), and what is requested from the CRA, e, Development timeline for the project (acquisition through construction), 4. Any previous site plans, renderings, ordrawings that the [RA has considered for the same site—Will send what we have under separate cover since it requires a little more research, Please ask Anthony if he needs more that was MikeSimon had forwarded to him, | would suggest you also ask the Building Department for any previous building permit plans since that would be most helpful for you when evaluating the existing building, Looking forward to collaborating with you on this wonderful new addition to the district! Kind regards, ]uLEette Juliette Schiff AIA,mcAne.LssnAren+c President+ or,i8n Principal BOYNTO mommBEACHCC d Community Redevelopment Agency Board Meeting Tuesday, September 14, 2021 -5:30 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 6. Legal A. Project Update on the Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 8. Announcements and Awards A. The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation B. 2021 Florida Festivals & Events Association SUNsational Awards 9. Information Only A. Public Relations Articles Associated with the CRA 10. Public Comments 11. CRAAdvisory Board A. CRAAdvisory Board Meeting Minutes- July 1, 2021 B. Review of Commercial Properties within the CRAArea C. Reports on Pending Assignments 12. Consent Agenda A. CRA Financial Report Period Ending August 31, 2021 B. Approval of CRA Board Meeting Minutes-August 10, 2021 C. Approval of Habitat for Humanity of South Palm Beach County, Inc.'s (HFHSPBC) Design Plans for the Property Located at 545 NW 11th Avenue D. Approval of the Quit Claim Deed from the CRAto the City for the CRA Owned Parcels located at the N E corner of N E 3rd Street and N E 9th Avenue E. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$15,000 to Soleil Academy 2, LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 F. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 G. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$21,000 to Nicholson Muir Meats LLC located at 480 E. Ocean Avenue H. Approval of Commercial Property Improvement Grant Program in the Amount of$25,919.16 for Nicholson Muir Meats LLC located at 480 E. Ocean Avenue I. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$15,000 to Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 J. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. Rock the Plaza at Ocean Plaza Recap B. Marina Marketing and Social Media Update C. CRA Economic& Business Development Grant Program FY 2020-2021 Year End Report D. Project Update on the Boynton Beach Office Condominium, LLC for the CRA-owned Properties Located at 1102-1110 N. Federal Highway 15. Public Hearing 16. Old Business A. Approval of Fiscal Year 2021-2022 Project Fund Budget B. Consideration of Resolution No. R21-02 Adopting the CRA Budget for Fiscal Year 2021-2022 C. Discussion and Consideration of the Employment Agreement for the Executive Director of the CRA D. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard E. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update F. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC G. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue H. Review of Marina Parking Management I. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue 17. New Business A. Discussion and Consideration of Additional Letters of Intent Received for the CRA-Owned Property Located at 211 E. Ocean Avenue B. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2021 Annual Conference on October 27-29, 2021 in Fort Myers 18. Future Agenda Items 19. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE,WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant was alright with the 30 minutes until 10:00 a.m., but the question was certain penalties. Attorney Duhy thought there were Marina rules and regulations that apply and are referenced in all leases. Her recommendation would be to say, "They may be subject to penalties as stated therein", meaning tenants are put on notice in the lease and that they must abide. The rules and regulations might allow the enforcement of penalties, then penalties could be added to the rules and regulations as they are going, which allows an ongoing opportunity to amend the rules to deal with things; generally, that is a better course than putting it in the lease. Chair Grant stated they could also have tenants come before the Board regarding their thoughts as to what is fair. Attorney Duhy reiterated that the rules and regulations could be amended during the pendency of leases, meaning rules and regulations could change and she was sure the lease said something to that effect. That is where she would put the penalty provision for failing to abide by any of the rules and regulations. Chair Grant commented that the issue of the dock master threatening to call tow companies would not necessarily be an effective penalty because by time the tow companies arrive, the vehicles could already be gone. Motion Board Member Katz moved to extend the morning time 30 minutes, to 10:30 a.m. and 15 minutes from thereon, and that the draft leases include a reference to the rules and regulations and make clear that failure that failure to abide by the rules and regulations could subject them to penalties including fines, and make sure leases are clear that they may be amended from time to time at the consideration of the Board. Vice Chair Hay seconded the motion. Motion passed unanimously. Attorney Duhy stated the only thing she would like added to the motion was to update the draft leases to include a reference to the rules and regulations and make clear that failure to abide by rules and regulations could subject them to penalties including fines. They will make sure the leases are clear that they may be amended from time to time at the consideration of the Board with those two changes of confirmation in the lease I. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue Chair Grant asked the Board what they would like to do as they receive multiple offers for 211 East Ocean Avenue. 54 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz clarified that under no circumstance would he support selling this property. When the initial LOI was submitted, his logic was that over time, the goal was to consolidate with the two adjacent property owners, which could take five to ten years. He envisioned this as being part of a greater consolidation, so he wanted to entertain a lease to activate the space, but he knew many LOI's have come in with Intent to Purchase. He would reject every offer that involves purchase because that is not something he was willing to commit to. He believed in the long-term, the property needs to be consolidated because if not, there is a vacant lot next to it and a strip ,of tenant residential units behind it. To him, it must be consolidated over time; therefore, they cannot relinquish ownership of the property. Chair Grant concurred with Board Member Katz in the sense he was happy to do more of a long-term lease because the property has been vacant for 14 years. To activate the space would be complimentary to the amphitheater and he was excited to see there is interest. He suggested they allow the Barber family to speak because there were other people on the Board who may feel differently and then allow other members for Item 17A to speak before the Board decides. Anthony Barber, 1920 South Federal Highway, mentioned the Barber family's presentation and request to purchase the property at 211 East Ocean Avenue, to activate the space as a restaurant. As expected, it was not as easy for all to agree to sell the property because of certain limitations, so there was an option of a long-term lease. With the cost associated with the buildout and the activation of the space, it would need to be a long-term lease with a favorable term. He was open to all options, but when he says term, he means like a ten-year lease with a 180-day situation. The cost to activate the space is about $750,000, so it is rare someone would want to lease a space and invest money into a space they do not own. He has been working with some associates and they have come up with a plan, which allows them to activate the space by adding a porch or patio to the front of the property with seating, using shipping containers as the kitchen, bar area, and restrooms. They have received quotes for five shipping containers that would allow them to immediately activate the space; they do not need a loan, and those documents were added into the drop box for CRA staff as proof of funds to go immediately into the project once it is approved on whatever level it is. A timeline was added that shows what they believe they could get done and how well they could move through the project and get the space activated quickly. He personally has partnered with a good friend, Rodney Mayo, who owns Dada in Delray Beach, a very popular restaurant. He also has a partnership within Dada, which means he has probably some of the most secure local restaurant backing supporting him as he moves through the project. Not only does the group own Dada, but they also own Honey Coffee shops, Kapow, the Dubliner, Holly's, and many other restaurants in South Florida. With their support and his expertise and being owner of Troy's Barbecue, which is his father's business he started in 1996, which he has managed and grew since 2016, he feels they can make this space very popular, not only for lunch, but to help move traffic through the corridor of Ocean Avenue from one end to the other. He thought a restaurant of this nature was perfect. The project, as it stands, does not take away from the historic nature of the home, the 55 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 only thing they would change was demolishing the addition on the back of the home, which was not necessarily a part of the historic side. They want to make this a destination. They have a great landscaping plan and all the quotes for construction. He is opening a similar project on September 24, 2021, which is at completion. Alan Hendricks, 716 NW 1St Avenue, with Caufield and Wheeler, site planner and landscape architect, stated there would be a lot of outdoor seating and a tropical covered area, mostly outdoor dining. They have tried to activate the space on the street while still providing a drive, so people could enter the site, drop someone off at the front door, then exit the site, and park elsewhere. The property has been sitting there for a while and he thinks it is a great use. He understood the point about potentially consolidating this site, but he could argue that it did not necessarily need to be that way and they could keep the site as a restaurant. This could be left as a restaurant for future terms and build residential and retail around it. Board Member Katz agreed that he did not know what a future consolidation would look like, but he did know that he would not, at least at this time, want to define that future site by releasing the land. His personal vision was something along the line of a five-year lease with the understanding that an investment would have to be heavily subsidized by them because he would not ask someone to invest three-quarters or a million dollars and then say they must walk away in five years. To him, there would need to be extremely favorable terms to lease. Currently, the property has no value in terms of revenue, so if someone was willing to invest money and by virtue of charging little or no rent for them to occupy that space for a certain number of years, could cover a good portion of their investment. He would be willing to do whatever it takes to activate the space to make it buyable for those five years and hit marks that justify the investment and defray all costs. He added that a demonstration of the successfulness of an endeavor like this would lend itself to them saying yes, an L-shape is better than a full consolidation. Currently, in concept, by virtue of demonstrating that house could be activated and successfully operated for years, he thought a future Commission would say they did not want to tear that down, not extend the lease, or sell the property, and they could work around it. Mr. Hendricks stated it was all about the numbers and all things are negotiable. Board Member Romelus felt everything said were the reasons this property should be sold and conveyed for this project. Why play a game of who can hold it temporarily and see what happens in five years rather than allow the property to be redeveloped into something beautiful and inviting to Downtown, which is desperately needed. She questioned how many viable Black-owned businesses they have on Ocean Avenue. Chair Grant asked if Board Member Romelus was talking between Federal Highway and Seacrest or on Ocean Plaza. Board Member Romelus clarified this was the main Downtown corridor. Bonnie Nickelien, Grants Manager, stated there were two. 56 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Romelus ventured to say there was nothing that would bring the essence that allows a more cultural expansion and that is what this restaurant would do. This is needed in this part of the City. She thought they should move forward and allow this project to grow. Board Member Penserga commented that he was a big fan of what Mr. Barber was doing; he is local and successful, they want to keep him, and he is expanding. Mr. Barber and Mr. Hendricks are right, this is the place, the connection between the Marina to Town Square. The Board wants to encourage people to walk in between, and this is what he imagined as a catalyst for this. They need people sitting outside and walking around to push people through the corridor. He supports this, but his concern was that they did not want to be in the way of development. As mentioned, a ten-year lease is a lengthy time, and they would not have to leave in a year. Perhaps they did not need to consider a vision for the area that would capture the whole block, but pieces built around it. He heard all the arguments and was in favor of this plan. He questioned if the applicant was seeking to lease or by. Mr. Barber stated he was alright with an option for a significant long-term lease, five with a five, or a purchase. He wanted to be clear, it is somewhat irresponsible of anyone trying to build a bridge for a legacy for their family to invest where they do not have a stake in the land, it is not wise. Board Member Katz made that point very clear and he did not mince any words. Vice Chair Hay was all for this project. He understood there are other Letters of Intent and other ideas, which he wants to hear, and then make up his mind on what he feels would be the best for the area. They have been down this road before where others were interested, and the Board did not want to go with certain individuals at the corner of Federal Highway and Ocean Avenue because they wanted to hear what others had to say. They may end up back here with Mr. Barber, but at this point, he wants to hear the other options before making a final decision as to what direction he wants to go. Board Member Penserga asked about the project cost. Mr. Barber said they could say $1 million, either way, he does not need a loan. He has proof of funds available, so if the Board said yes tonight and this was a site plan modification, he could start digging tomorrow. They are opening in West Palm Beach on September 24, 2021, the Art Collective, and a second Troy's Barbecue location called The Peach. It is built on the same premise of historic building, offsite cooking, dining in a space and dining outside. It is a proven concept that has been done in other places, but now he is taking his hand and activating his own and looking to do a different concept in Boynton Beach. He is not looking to move Troy's Barbecue from its current location to this current location on Ocean Avenue, they are looking to do an All-American Dining Restaurant on this street that activates it in an awesome way. 57 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Board Member Katz commented that as explained to him, the property has been given a local Presentation Designation and there has been some effort to make that property able to apply for Preservation Funds. His position is that there is a difference between that house and the old high school. He questioned if the current designation restricts potential uses and how they could remove the current designation if that is an impediment. Regarding shipping containers, in the past relative to housing, they talked about how there were not current shipping container codes in the City and he questioned how they could move beyond that obstacle if they were to move forward on something similar to this. Ms. Shutt stated regarding the Historic Preservation component, it is locally designated. Based on her conversation with City staff, it goes to aesthetics of how it is preserved. They would need to make sure any of the improvements or additions need to be from the existing pad moving back northward. Regarding the Building Code issue, there was nothing preventing it, and, in fact, the Building code may help the applicant. There is a certain flexibility and cost of converting a residential structure to a commercial use. Even if it is for a couple of seats or storage, they need to make sure the structural capability on the second floor and deck wood is investigated. As far as the historical content, they need to restore the building aesthetically on the outside, not changing or adding anything to it. They are looking to provide seating in a seated area to the back, which would be consistent in concept. Now that there is a concept plan, they can move forward to the Planning and Zoning staff for more input. In the initial discussion with Planning and Zoning, they did not have anything to react to, but they said one thing that needed to be looked at was the site improvements, which could also be explored. There would be a zoning application and rezoning with Planning and Zoning to get the use activated. Historical is not going to prevent them from what they are planning to do. As far as taking away the designation, the CRA could go through the process or explore the opportunity if changes needed to be made to the building or if it did not fit their needs. From what she understood, they could work with the building as it is, it is just the expense of retrofitting the building. Staff indicated there are currently no regulations regarding the Feasibility of the shipping container. They would entertain looking at this as a test case, but again, they would help in facilitating a meeting with Planning and Staff should the Board want to explore this opportunity. Board Member Katz indicated that he did not object to having staff work to do this, especially because it has been discussed in some capacity in the past relative to residential, because using shipping containers for structures for residential and commercial is a normal thing. As for Board Member Romelus' position and the need for someone willing to invest money to be able to come out of this, he thought a five-year lease with a five-year option afterwards was the middle ground of selling the property right now and deciding what future redevelopment would be, which is an L-shape around the adjacent properties, or if they do a five and five, which basically puts adjacent properties on notice that they have five years to figure out what they might want to do and approach the CRA in terms of consolidation. If, in those five years they have not come up with a plan or sold the property to the CRA or the City or have not approached the Board with a 58 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 consolidation plan, he would think a decision could be made by the Board to extend the five years or that a five and five could contain a Purchase option. He was trying to find a way to keep their options open. He truly thought a viable business proving the point being made would ultimately end up steering the future of this property versus them making the decision now and steering the future. Because if business are not always successful, he would not want to have sold the property and then having nothing as far as future redevelopment. He thought a guaranteed five with extremely favorable terms; he did not have a problem with a five-year lease with almost no cost associated other than the cost of maintaining the property and whatever hard costs are involved. He was willing to activate this pace and give it a five-year run to make sure it is economically viable and justifiable, and he would be willing to do everything possible to make that so. Board Member Penserga agreed; he liked the five-five idea. In that time, they would know if this was a strong business. He was in support of that. Chair Grant commented that Vice Chair Hay said he would like to hear from the other people who put out the LOI prior to deciding. He suggested having the option where the person selected could grow their business on extremely favorable terms that only a government could offer. In addition, having the extension, the first right of refusal, so any developer who would want to work there must come with you, because that way you are not subject to another developer coming in and kicking you out. He thought the Board wanted to move forward with development and if they could keep this with the two-story condos, that may work out for the best. Mr. Hendricks mentioned the shipping containers and noted they are coming from Miami, they are plug and play, and they are put on a slab. Someone was coming up with a chunk of money. Chair Grant indicated the first Letter of Intent was from Brian Fitzpatrick. There was no online contact with Mr. Fitzpatrick, so they moved onto the next applicant. Bradley Miller, Urban Design Studio, representing the Daggers, Dr. Sammy Dagger and Salom Dagger. He stated they do not have a specific plan as he was contacted about a week ago and to put something together would have been a very thrown together plan. They would rather work with the CRA Board and staff to come up with a development plan that satisfies all the needs and following the CRA Redevelopment Plan put into place many years ago and pursue in that direction. He noted that they were asking for time. He was involved in the 115 North Federal Highway site with the original LOI operator, and they wanted that to go through, but it is still in the process. Rather than jumping right in, it is a matter of looking at the City perspective relative to location of their new City Hall and the amphitheater, and eventually the rest would come into play as far as Town Square. He asked that they do this as a consolidated plan. They would like to work with the CRA Board and staff t create ideas of most likely a mixed-use opportunity that could bring in businesses as well as residential to support the area and corridor of Ocean Avenue. He noted his clients own the 209 parcel 59 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant commented that the difficulty with this proposal was that the CRA was not a developer. It would be better if the Daggers said they wanted to develop the Ocean Avenue frontage and here is the plan, rather than saying they wanted to work with the CRA Board, but they did not have a plan. He mentioned that Mr. Fitzpatrick attended a previous meeting, but the problem with planning it out is a possibility, not a reality. The Board is trying to activate the space, not necessarily for the long-term, but for what they can do now. The space is valuable, but he does not know what this Board is going to say for another mixed-use development project within the next six months. They are doctors, not developers, so he questioned if they were trying to get the maximum value from their property to try to develop themselves or if they are trying to partner with their own developer, or if they are asking the CRA for a certain amount of money to be over an done with it and according to earlier conversations, could it be done before the end of the year because they would have to pay increased capital gains within next year. He was in favor for finding the time for next month, but he would want something more tangible than possibilities, he wants realities of what could happen within the next six months. Mr. Miller stated they are asking for time to be able to put together a plan and come back to the Board with that information. There is one doctor and he believed Salom was real estate oriented, so there is a connection to having some development experience. They told him about a half a dozen properties here in the City that they have and maintain, both commercial and residential, so they are an entity that has been in the City for a long time; they are part of the community. Board Member Katz agreed and reflected most of what the Chair said. While talking about a mixed-use in five years, in his opinion, the mixed-use project was more realistic because he did not see this site being built out to that level when Town Square is not guaranteed to be built out by then. He was not opposed to trying to be consistent with past practices. He did not think this was an RFP type situation because his thought is to activate the space right now for a couple years minimum or longer. He worries if the client proposes what it might be in five years, he would say that is another big promise and it is most likely to turn into a big swing in the mist like so many others have. He would prefer to activate the space. Mr. Miller was not surprised. The two properties combined are still a lot smaller than the larger mixed-use developments that have stung everyone. It is coming up with a plan that is not as grand as others that require a bank roll, but being able to do it, support it, and come back to the Board with numbers. They are looking for time. He thought any property along Ocean Avenue, whether it is 115 or 211, were very important to the plan for that area. This property is smaller in size and may be a little more controllable to make that happen faster. If there is a compromise, he liked the opening comments of not wanting to sell and to be able to give that opportunity down the road to see what happens. Board Member Katz stated the client and Mr. Fitzpatrick could work together to come up with a project that forms an L-shape, which would remove any of the other hypotheticals 60 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 and then everyone could get what they want. Currently, the thing standing in the way of selling that property is the hypothetical consolidation and the thing standing in your client's way and in Mr. Fitzpatrick's way, is that a grand plan is unlikely. He recommended if his client and Mr. Fitzpatrick acknowledged they plan to develop in an L-shape fashion, that would pave the way for both plans to exist. Mr. Miller understood and stated it has been discussed with his client. They have not had a conversation with Mr. Fitzpatrick, but they can reach out. Chair Grant called Florida Technical Consultants to speak. James Barton, Florida Technical Consultants, a small engineering company above Hurricane Alley, was present. He distributed handouts and highlighted the following: • Florida Technical Consultants has been in the area about 20 years. They are a Civil Engineering firm and focus on geographic information systems and implementation for mostly utilities and municipalities and they do training. ® They are a high-tech firm in Boynton Beach with six employees: three engineers, one general contractor, one architect designer, and one CAD GS technician. ® They want to stay in the CRA and in Boynton Beach and want to start a partnership with the City in the training and technical services they offer. ® Their proposal is slightly different, it is not multi-purpose, it is not mixed-use, and it is not a restaurant. They are thinking of a small office with a training facility, and they could even do outreach to small business support. The building is perfect for this because there is no traffic impact and there is ample parking. They would not need an investment in growing the property and they do not need additional restrooms or parking for more people. For a training facility, the location is perfect because it is right off the highway and central to Palm Beach County. The only other training facility down here is in Coral Gables, there is nothing else around unless they go to Tampa. • As a high-tech firm, they often have meetings in the City where they invite other small engineering companies and small businesses. The meetings are usually at the Butcher and the Bar on Thursday nights at which time they talk about running a small business and some of the challenges. • Benefits to the CRA of having a training facility are that they can assume responsibility of the building, they can attract other high-tech firms to the region, offer training to City staff and to other residents and schools, and they could also offer direct technical services to the CRA. o Benefits to the community are maintaining the historic link to the City, maintaining a link to the business development the City is trying to achieve; they could be more of the professional end of that because they are a small business. ® They would invest in the building and community, beautify the property with landscaping, and make it a green project, so they would not increase the footprint. They would reduce the footprint, take out the asphalt in the rear and put in grass, 61 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 so they are reducing the heat footprint. They do not need additional parking, concrete, or restroom facilities. • They could help the CRA by inventorying all their properties and adding information about them, especially different types of businesses, where they are, and what is vacant. • Research was done on the property and all documents provided were reviewed. They did a site visit with a contractor to get cost estimates. A cost estimate for them to work in the property would be significantly less than investing in a restaurant because additional facilities do not have to be added, but there is a lot to be done. They have to pick up the past ten years of maintenance and make sure everything is to code. They reached out to the City, did the document review, and reached out to Planning and Zoning regarding the code. • The vision of the building would be to maintain, and it would be a professional office linked to the City. Mr. Barton questioned if that would be an acceptable idea for the CRA because if not, then he could walk away. He believed there is value in maintaining the property and value in what their company brings to the City. They would like Boynton Beach to be a tech hub in the region. Board Member Penserga thought this seemed like a great company and they are doing great things for the City. The Board appreciates the commitment and wants to keep them in this City. His concern was that the space is a house located in a central location of the Downtown corridor and during the day it is used as an office but questioned what would happen during the night. They are trying to grow the Downtown and need to encourage people to walk, to have nightlife, going to restaurants and stores. There should be office spaces in the Downtown area, but he did not think it needed to be put for that footprint as the only use. If there were a restaurant on the first floor and office space on the second floor, it would ensure the area always had activity, day, and night. Chair Grant questioned if Mr. Barton was alright with a long-term lease versus owning the property and learned he was. Vice Chair Hay questioned how much minimum square foot they would need for their professional office. Mr. Barton stated currently on the top floor there are two offices and an open office area they could use. Most of the engineers work from home and do not need to meet all the time. When he looked at this property two years ago, he thought they would run out of space, but now they would not have that problem. If they grow geographically, this would be the hub of all the activities, but they do not need more space. The reception area is on the bottom floor and a large room would be perfect for a training facility. They would not run out of space and could be very creative on how the space was used. They could do classes at night in the downstairs area. It is not a restaurant scenario, the inside is not big enough for a restaurant, there is no room for tables or a kitchen, and there is only one restroom downstairs. They would be interested in partnering with the community for Pirate 62 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Fest and those types of things and there is a big lawn out back, so they could help host events. They think the facility is large enough for all their needs. Vice Chair Hay mentioned they do not need a lot of space, but they need adequate space. He questioned if they would consider staying in Boynton Beach outside of the CRA area and if they have been looking at space. Mr. Barton replied yes. He has been looking, but they have not been looking seriously.. They just found out a month ago about losing their lease at the Oyer property. Vice Chair Hay stated they would like to have them remain in Boynton Beach. Mr. Barton commented that he was looking in the CRA and would be willing to acquire property if possible. He would like to acquire this property, but it did not seem to be the direction the Board wanted to go in at this time. A long-term lease with support would be fine. The footprint would not have to be increased, so they could take what they have, save it, and make it a useful environment for work and learning. Board Member Katz agreed with Board Member Penserga that it was not what he envisioned the space for, although he did see other opportunities in the area if office space in this general area was what they are seeking. His vision was that this is their main street, and it should be activated as many hours as possible and drawing as much attention as possible. He thought other office space, whether it is in the CRA or in the City, for this type of business would be more realistic. Chair Grant called Kim Kelly to speak. Kim Kelly mentioned they were trying to figure out if the CRA was going to buy the Oyer building, and she knows what it is like to lease. She would like to be able to purchase this property just like Anthony Barber. The only thing that bothers her about having a lease is what happens when it is up; you get displaced and have no where to go. Being Downtown for 25 years, she feels like it is deserved. They have offered substantially more money than anyone else and it would also help solve a dilemma. If the Board did not want to sell the property, they would probably like to consider a long-term lease, but they would need help from the CRA. They would have a year or two to figure out where they would go and there is not a lot out there to choose from. She believed the property should be a restaurant. She just found out about the sale a couple months ago and it is life changing. Chair Grant called Brian Fitzpatrick to speak. Brian Fitzpatrick stated if they were to move the Magnuson House, they would be able to accommodate Mr. Barber or Ms. Kelley's dreams as well. There is additional restaurant space at Ruth Jones house that has been restored. It has been sitting there vacant and 63 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 is a perfect spot for a restaurant. Serious money is being spent on Town Square, so let's put something that will compliment the block. Julia Chiff, 5255 North Federal Highway, architect for the Barber family, commented that no one addressed architectural issues related to this building. This is a historical building. Mr. Barber and his partner have put together an exciting energizing opportunity that she wants the CRA to realize. They have not only addressed Planning and Zoning, CRA, and historical issues, but also architectural issues at the same time. By honoring the building as a historical building and bringing in shipping containers, they have married the idea of old and new and brought greenery and landscape. They are not installing elevators to the second floor and destroying the integrity and historical aesthetics to the building, they are not creating massive excessive ADA ramps, they are creating beautifully designed and integrated porches with detailed railings that honor and retain the significance of the building that has been there for so many years and a small carefully placed handicap ramp on the east side of the property with one entrance door as a way to greet patrons. In comparison to the Dagger proposal, which talks about relocating the building, the Barber proposal honors the building by retaining its presence and not doing a lot to significantly alter the structure other than making it safe and habitable for commercial use. She did not want the CRA to miss an opportunity to take a team, that in a very short time, could put the funds together, put together a plan, is ready to go tomorrow with approval, and activate this site that has been dormant for so long. Chair Grant asked Attorney Duhy to inform the Board of their options. Attorney Duhy advised that the Board previously accepted the Letter of Intent from Anthony Barber to begin discussions and that is the current Letter of Intent on the property. As part of that process, a Notice of Intent to Dispose was advertised and they have received several other interested parties. The Board's options are to continue to direct staff to continue negotiations with the chosen developer and come to terms of an agreement whatever that may be or reject the Barber Letter of Intent and direct staff to move forward with negotiations with one of the other interested parties. Chair Grant commented that they could put it out to an RFP or RFQ. Board Member Katz indicated that the Board accepted a Letter of Intent, the property has been noticed, and there was ample opportunity for people to come up with plans and come here tonight to present those plans. Now there is a request to extend a little more time, which he was not opposed to, but he did not want to go the RFP route because he thought in five years a larger mixed-use project might be viable. If he saw a large mixed- use project presented today, he did not think it would be viable today and he did not want to decide for someone five years from now when he could decide right now to activate the space and in five years, depending on the terms of the lease, the body at that time could decide. As he talked and listened, thought more, and got to his last statements about the L-shape, he has moved closer to the desire to force the hand of the adjacent property developers. He did not want to see a premature massive project derail the potential for a project that could exist tomorrow. He was in favor whether it was 30 or 60 64 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 days, to allow other people more time to propose. He did not want to go to an RFP, so he did not know what was legally possible. Attorney Duhy advised they have already issued the notice to the public of the availability of the property or their Intent to Dispose of it and they have received those interested parties. She questioned if the request was to republish for more interested parties or select a group of people among the ones who responded today and allow them additional time to prepare more information. Board Member Katz indicated that it would be for the existing group. In the interest of fairness, as they have done in the past, when an LOI was submitted people were given an opportunity. Again, already having a personal preference for Mr. Barber's plan and after this discussion, his advice would be to try to come up with a viable plan for properties that compliment this property. He did not want to sell the property outright, but if he saw a grand mixed-use project presented anytime in the next month or two, he would never support it. The Board has an actual tangible promise before them that he would take over a grand false promise in a heartbeat. Chair Grant felt that getting Mr. Barber more involved, who' has been in the City for decades, would not necessarily hurt. He was in favor of directing staff to move forward with a long-term lease agreement so the Board could look at this next month and review comments to make sure Mr. Barber would be able to build wealth for his family in the future. The point of the CRA is to remove slum and blight, vacant buildings, and spaces considered slum and blight. Board Member Romelus stated there was an opportunity to remove slum and blight. She again asked how many Black-owned businesses own property on Ocean Avenue. Her intention was not to give Mr. Barber a five-year lease that could be broken or renegotiated. When another property owner comes in, they have an opportunity to start a precedent that says Ocean Avenue is open for business in Boynton Beach. She thought the five and five was the easy way to go and she thought they should sell the property. Mr. Barber has done the work and provided a Unified option that has not been presented in the last five years. She believed there would be an opportunity for Mr. Fitzpatrick and Mr. Dagger to develop the remainder of that property, which would also be a positive move to allow this initiative to reward and incentivize individuals to come before the Board to present plans that are satisfactory. Vice Chair Hay was all for Anthony Barber and his project. He was looking for some consistency; the Board has gone down this path before and said they wanted an RFP to see what others could do with the property and he did not see any difference on this. He will vote the way the Board votes. One thing to consider is that Mr. Barber owns another barbecue restaurant around the corner on Federal Highway and he is getting ready to open one in West Palm Beach. He wanted to hear other ideas and see the layouts; there is no rush, they do not have to close by December 31, 2021. He was not ready to move forward. This was discussed last month, and the atmosphere was to see what else was 65 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 out there. He questioned if the Board was going to allow people to show their ideas or if they were going to close the door. Chair Grant advised that to sell the property, an appraisal would have to be done, it has been a while since they got an appraisal. They also need to make sure the CRA is doing their due diligence. The main concern is that Mr. Barber has had issues where he picked a location and it did not work out, so that is something to be considered. For him, having the five-year lease with a five-year extension with the right of refusal, gives him security that he would be a long-term partner in the CRA, and he could profit. He did not know if offering the $200,000 and $50,000 for the next seven years was the best offer for the CRA to accept. He would say moving forward with a lease term, which he believed was the consensus of the Board, was something they should have in their discussions along with the other ideas because he felt anything offered to Mr. Barber would be similar to what would be offered to the other applicants. Board Member Penserga stated when he outright said he supported the idea of having a lease, it is not meant or intended to say he did not think the property should not be owned. It is a restaurant, and like any small business, not all things are successful. There was an option. He mentioned the letter submitted was a Letter of Intent to Lease. He questioned if there was a need for the letter to be submitted. Ms. Shutt responded no, notices have been done. Board Member Romelus thought the word "acquiring", in her opinion, did not mean leasing, it meant owning. Attorney Duhy stated the letter did not preclude either, so this is the negotiation. The Board could direct staff to put together a Purchase to Sale or a Lease. Board Member Penserga requested clarity and questioned if the applicant wanted to lease or buy. Mr. Barber thought it sounded like they were negotiating. To answer as direct as possible, he would like to take the property; he would prefer to purchase the property. If he is presented the option to lease the property, he would not lease it and shoulder the full extent of the buildout without the possibility of getting CRA help and a reverted clause. He would take the purchase. Chair Grant clarified that a motion was needed to move forward with the LOI for Mr. Barber or to wait for additional responses from the other LOI applicants. Attorney Duhy commented that two separate motions were needed. The first was regarding the Barber LOI. 66 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida September 14, 2021 Chair Grant stated if the decision was to move forward with Mr. Barber or with hearing from other applicants, it needed to be determined whether the property was for purchase or for lease, or if the Board wanted to table that to the next meeting. He questioned if the Board wanted to continue negotiations with Mr. Barber for a purchase or lease or if they wanted to leave a possibility open for applicants to submit other information and continue to submit an updated plan or reject them all. Attorney Duhy advised that the Letter of Intent has been accepted, so either stay with it, reject it, or table it. She needed direction to continue moving forward with discussions and give more details for a purchase or lease, or table it, or reject it. Then, they will move to the next agenda item, where there are separate Letters of Intent; each one will need to be accepted or rejected, or the whole item would need to be tabled. Motion Motion moved by Board Member Romelus, seconded by Board Member Penserga, to continue to negotiate with the Barber family and weigh options to purchase and lease agreements and bring that back to the Board for consideration. Chair Grant mentioned if they continue with this motion, they are not requesting additional information from other applicants. Board Member Romelus indicated that the Barber Purchase and Sale Agreement they are currently negotiating allows the seller to accept or entertain offers from others and questioned why the Board was not allowed to do the same. Attorney Duhy advised if the Board moves forward with this motion and move to the next motion, they could accept another Letter of Intent and have staff begin negotiations with one or more of those individuals to bring all those options back at the next Board meeting. There is an option in the next agenda item dealing with the other submitters. Until the Board enters into an Agreement, they could continue to negotiate with as many parties as they want. Chair Grant commented that because none of the others have been rejected, the Board did not have to re-notice. Attorney Duhy replied that was correct. Vice Chair Hay clarified they were voting to continue Mr. Barber. Vote The motion passed unanimously. 17. New Business 67 From: Shutt,Thuv To: Anthony Barber Cc: Utterback.Theresa; P. E.Timothy T.Tack(TackT2bbfl.usl;Curfman.Vicki; Hill.Vicki Subject: 211 E.Ocean Barber Family LOI-Requested documents for December 14th CRA Board meeting Date: Tuesday, November 30, 20214:14:00 PM Hi, Anthony, Hope you are having a wonderful Thanksgiving holiday. I just wanted touch base with you since I have not heard from you and the submission deadline for the December 14th meeting is rapidly approaching and staff will need to coordinate with our attorney on the terms for the Purchase and Sale Agreement. At our Friday, November 12th 9:00 am meeting, you had indicated that you would like to proceed with a Purchase and Development Agreement for the 211 E. Ocean Avenue property. We discussed the following: • Your offer to the CRA consists of$270,000 cash and $300,000 in in-kind in form of free food to the City to feed the community (at discretion of the City) for a total of$570,000 that can be leveraged. • Total budget for activating the use on the property is approximately$1,000,000 • Improvement cost: $240,000 cost of containers $250,000 cost of Magnuson House renovation (estimates did not include roof and other structural components) 5258.000 cost of site work (unsure if this includes any off site work like sidewalk or alley improvements $748,000 total (round up to $750,000 not including roof and other structural components) • You indicated that you have private investor (Mr. Mayo) and financing that can cover all buildout costs and activate the use on the property • $250,000 in funding needed from CRA($50,000 in grant assistance and $200,000 in TIRFA) to fill the $1,000,000 cost • In order for staff to develop a term sheet for the Purchase and Sale Agreement for the CRA Board to consider at the 12/14/21 CRA Board meeting,the following was requested: 1. Documents showing funding commitments and terms from the investors 2. Legal entity which will be entering into a Purchase and Development Agreement with the CRA 3. Complete budget for the project including estimated total cost for the Magnuson House historic rehabilitation (marketing and carrying costs if any) 4. Project timeline (needed for terms sheet and so that critical dates can be included in Purchase and Development Agreement such as development review approvals, permitting, financing, and closing/land transfer). I wanted to follow up on Items 1-4 since our December 14th Board packet deadline for this information is December 3,2021, 5pm. Looking at my notes, please let me know about the following: • Funding request from the CRA that you are seeking since we have not received the total costs for the Magnuson House improvements • Confirmation if you really need TIRFA funding since you have funds to purchase the land ($270,000) and fund all costs to activate the use. If you have sufficient funds to do the project, you would only need to proposed the purchase of the property for$270,000 and submit the responses to Items 1-4 above. • Do you really need the in-kind food offering? If you want to just give back to the community with free food, you can coordinate this directly with the City. Please let me know if any of the above is not correct. Thank you. PROJECT REVISIONS NARRATIVE Mr. Anthony Barber The Barber Family Co., LLC 1920 S Federal Highway Boynton Beach, FL 33435 Project REVISIONS Description: Our Team had a productive meeting with the City of Boynton Beach Development team and the CRA (Pre App). In attendance where Department heads. The meeting was productive and here are the comments / suggestions made to the plans. The city team was not in favor of our dumpster location and the drive isle to service the dumpster. We have eliminated the asphalt pathway that was on the previous plans and relocated the dumpster. We have shortened up the drive isle to the dumpster for safety and special planning reasons. This adjustment allows a bit more flexibility to use the space in the rear (North) of the parcel to open up the space. Dumpster enclosure will have the city required opaque gates and will be heavily screened with landscaping. A pedestrian sidewalk connection has been added at the top of the handicap parking location, to meet city requirements. An ADA accessible path has been called out on the plans. Generally, all of the tables in the dining area should have at least 3 feet of space for service and the accessible path. The restroom container has been relocated so the door openings do not face the street. Turning radius and drive isle have been expanded to accommodate EMT trucks. More landscape screening has been added to the plans. ADDED PLAN SHEETS We have added some examples of the containers can look like. The City asked for a more detailed container product with more architectural elements added. We intend to use as much of our Art in Public Places Budget On-Site as a way to make this restaurant really stand out and become a destination restaurant for Palm Beach County. 11/29/21,5:44 PM sunbiz.org-Florida Department of State 4 u p � u ( rr, d Florida Limited Liability Company Filing Payment Pending Approval:211 E OCEAN LLC Thank you for filing your Florida Limited Liability Company online. Your confirmation/tracking number is 000377270700. Your charge amount is$130. F=ile another Florida Limited Liability Company dile a different document https://efile.sunbiz.org/get/filing/confirm/llc/000377270700 1/1 ' I11EOcean LLC 12D2SDixie Hwy Lantana, FL3345J 11/17/2021 To: Boynton Beach Community Redevelopment Association and Boynton Beach CRA Board Members Re: Financing commitment letter for 211EOcean Ave purchase inBoynton Beach Florida To All interested Parties, I am writing to you to express our commitment (211 E OCEAN LLC) to support financially the purchase of the property at 211 E Ocean ave Boynton Beach Fl.33435 as well as the upgrades and renovations to the property to convert the space into a full service restaurant and bar. This istoconfirm the $240,000.00 contribution of 211 E Ocean LLC to finance the project, should the proposal be approved, with a total value of$1,000,000.00. Sincerely yours, Anthony Barber [MGR] Rodney Mayo [MGR] 0i MEMO 11 J BUILTMORE CONTRACTING , INC 12/3/2021 4440 S. Tiffany Drive, Unit 6 Date West Palm Beach, FL 33407 CBC 1257404 Infogbuiltmorecontractin .com 561.331.1476 Owner: Rodney Mayo & Anthony Barber Architect: N/A Project Address: 211 E Ocean Ave Boynton Beach, FL 33435 Project Description: Phase 2 House (Revision 2) Budget Proposal The following is an estimated budget to furnish labor and material necessary to perform the scope of work at the above referenced location. All work shall be performed in a professional and precise manner by licensed and insured contractors. This proposal is based on the drawings and specifications dated: 7/30/2021 The project sum is: $ 448,698.25 (Four hundred fourty-eight thousand six hundred ninety-eight dollars and twenty-five cents). Project sum is subject to change upon receipt of authorized change orders. The project duration is estimated to take approximately 3-4 months for substantial completion. This proposal is valid for forty-five (45) days from the date of this proposal. Page 1 of 5 SCOPE OF WORK Division 1: General Conditions Permit and permit running $ 2,600.00 NOC $ 165.00 Asbestos survey $ 475.00 Temporary toilet $ 640.00 Dumpster $ 3,800.00 Barricade/signage $ 350.00 Small tool allowance $ 500.00 Temporary materials $ 750.00 Lead base paint survey $ 300.00 Division Total: $ 9,580.00 Administration $ - Superintendent $ 21,000.00 Skilled Labor $ 4,550.00 Division Total: $ 25,550.00 Division 2: Sitework/Demolition Demo flooring & subfloor $ 3,600.00 Demo all interior walls, ceilings, plaster and insulation $ 9,600.00 Demo rear porch addition $ 6,500.00 Demo foyer on second floor $ 3,000.00 Demo kitchen $ 3,500.00 Demo second floor bath $ 2,300.00 Division Total: $ 28,500.00 Division 3: Concrete Add footings/piers for front porch $ 2,350.00 Reinforce perimeter foundation of the building $ 15,000.00 Division Total: $ 17,350.00 Page 2 of 5 Division 6: Wood & Plastics Structural Reinforcements $ 198,400.00 Reinforce first floor wood framing and foundation Reinforce second floor for storage occupancy Mechanically fasten wood rafters Reinforce first and second floor wood framed exterior walls Reinforce headers and jambs for all exterior doors and window openings Build wood deck at front of house with wood railings (308sgft) $ 13,500.00 Miscellaneous framing at bathroom $ 700.00 Framing repairs where floors and ceiling are removed $ 2,250.00 Furnish and install stair handrail $ 2,400.00 Replace subfloor $ 3,600.00 Division Total: $ 220,850.00 Division 7: Thermal & Moisture Furnish and install new shingle roof covering $ 8,500.00 Insulate all exterior walls $ 5,500.00 Insulate attic (700sgft) $ 3,200.00 Division Total: $ 17,200.00 Division 8: Windows & Doors Furnish & install impact windows and doors $ 35,000.00 Division Total: $ 35,000.00 Division 9: Finishes Prep, prime and paint interior and exterior $ 10,000.00 Hang, tape and finish entire building to level 4 finish $ 10,800.00 Division Total: $ 20,800.00 Division 15: Mechanical/ Plumbing Cap all plumbing and gas $ 1,000.00 Furnish and install A/C spilt system using existing ductwork $ 4,000.00 Division Total: $ 5,000.00 Division 16: Electrical Rewire building, bring electrical up to code $ 10,000.00 Furnish and install lighting $ 3,300.00 Disconnect kitchen appliance circuits $ 375.00 Division Total: $ 13,675.00 Totals: Subtotal: $ 367,955.00 Profit and Overhead at 15%: $ 55,193.25 Management: $ 25,550.00 Project total: $ 448,698.25 Page 3 of 5 Qualifications Allowances: Flooring $ 9,600.00 EXCLUSIONS: Impact fees FPU Account/ Fees Engineering/architecture Any unknown or unforeseen conditions Any additional work not shown on plans Any additional work required by building department Any additional work required by property management Errors/omissions by engineer and/or architect After-hours, long weekends Material escalations Bond or bonding costs Mold/ asbestos inspections and/or remediations Lead paint inspection or removal Roof penetrations Gas utility agreement (tank rental, etc..) Wood rot replacement Low voltage (security, cable, phone, etc..) Electrical lighting fixtures Roofing or roof coverings Parking Page 4 of 5 Thank you for the opportunity to bid this job. If you have any questions, please do not hesitate to contact me. Regards, George Johnnides Builtmore Contracting Inc. I, , am in full acceptance of this proposal. (Print Name) (Signature) (Date) Page 5 of 5 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page: 1 of 6 MIAMI,FL 33147 305.302.6250 QUOTATION PREPARED FOR: Project Name 211 East Ocean Avenue - Boynton Beach 08/17/2021 PRODUCT QUANTITY & PRICING: Qtv Description 1 40' CONTAINER — KITCHEN $88,800 1 20' CONTAINER — BAR (Doors on both ends and serving $40,900 windows on the west side 1 20' CONTAINER — REFRIGERATED (50% Refrigerator/ $42,100 50% Freezer 1 20' CONTAINER - ADA BATHROOM $59,300 ENGINEERING-MEP-STRUCTURAL $9,000 PROJECT TOTAL $240,100 Payable as follows: • $50,000 due at agreement inception. This will be used to purchase all the containers • $70,000 due at beginning of fabrication • $100,000 progress payment due when: all steel fab is complete,framing in, utilities roughed in, interior wall coverings in. • $20,100 final payment(or adjusted balance)due at completion (customer inspection &approval), before delivery. Fabrication timing: LRBC requires 14 weeks to fabricate the 4 container units specified here, (assuming no subcontractor or permitting delays) Third party inspections: The building department plan review& inspections will be performed by a third-party engineering team. The costs of this service are borne by the client. Pre-Permitting quote and adjustments: These structures are not engineered or fully specified yet for your specific site/project. Some items are listed individually below with allowances.As the final design and MEP is complete and costs are in, price adjustments, (up or down)will be made to align the allowances to the actual costs. The graphics represent a pre-engineering placeholder design. It is understood that some items may change. WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:2 of 6 MIAMI,FL 33147 305.302.6250 GENERAL NOTES ENGINEERING & PERMITTING: These units will have engineering as part of this pricing. Included are background drawings that will be needed for inclusion in the permitting set or other official sets. ELECTRIC, HVAC, PLUMBING & GAS: LRBC to provide: All utilities within the boxes and an exterior connection point. CLIENT to provide: Labor& materials for all site utility runs and connections. DELIVERY: Client responsible for delivery costs. F.O.B. LRBC Plant, Miami, FL INSTALLATION: LRBC TO PROVIDE: 2 persons on site for install days to assist (in an oversight capacity)with install logistics & box placement. (Three 8-hour days maximum) FOUNDATIONS: Client Provided: Will share our know how with client CHANGES: If a change or new information is conveyed after the job starts and a change is needed to accommodate the new information, either digital or physical, a change-order charge will be incurred to offset the additional work. This proposal is valid for 30 days. The bottom of this page left blank. WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:3 of 6 3 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 40' KITCHEN w.w.w.. ....... ...... . ...... ...... ..... . ...... ...... ..... . ...... ...... ..... ... i Component Description Container Like-new condition high cube containers "one-way"40' container with minimal wear: Exterior Industrial paint on original container,one color. Insulation R-13 Walls R-30 ceiling Flooring Epoxy Interior Walls/Finish FRP walls, metal or FRP ceiling . Doors Steel frame, steel door, locking &closer hardware. Service Window Sliding window, surface mount. aluminum frame, impact glass sized approx. 8'wide x 28"tall Service shelf Stainless, approx. 8'x 24" Hood By Captiveaire (or similar)Standard 8' hood with fire suppression (included) Electrical ( 200 amp breaker panel, outlets&switching as per plans/code. Plumbing Hot, cold and waste piping are run as required.An on-demand or standard water heater is provided (allowance of$400 for WH).The waste line will be accessiblE under the unit at the perimeter. HVAC Mini Split Gas N/A Interior Lighting LED ceiling fixtures Exterior Lighting ) 3 fixtures, Sunlite VTA100 or equivalent Appliances ....... ) Water heater Walk in Cooler INCLUDED is a walk-in cooler Tx 8' AwningShown is an OPTIONAL awning at the front. Not included in this pricing. Equipment The image shows a suggested equipment layout. With the exception of the hood and the cooler, equipment is not included in this proposal. -__ -__ _, v r ,. ,... J. r, �FEI',[1� '�LOGe WALK IN COOLER � � xre+rnxr tiuvu,, az WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:4 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20' BAR Component Description Container(s) Like-new condition high cube container(s)—"one-way"with minimal wear. Container doors left on, permanently closed. (option for solid wall in place of doors...$2500) Exterior Metal primer plus one color top coat single part industrial paint Insulation None with open-air building Flooring Epoxy commercial floor Interior Walls Painted corrugated steel Ceiling Painted corrugated steel Exterior door Steel security door as per drawing, with commercial hardware. Service Opening Sized approx. 16'x 4'. Closed off with a roll-down "garage door" Service shelf Stainless shelf approx. 16'x 2' Ventilation 2 ceiling mounted fans. Thermostat-controlled roof-mounted exhaust fan. Fire None quoted Plumbing Allowances: All inclusive plumbing at$2,500 Electrical & lighting Allowances: All inclusive electric & lighting subcontractor at$3500 Note Noequipment riced. T i 1 II I EQUIPMENT SUGGESTION 3 u X11 I li 3 WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:5 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20' STORAGE CONTAINER, REFRIGERATED Component Description Container(s) 2010-2011 refrigerated container with Carrier refrigeration machinery. 460V, 3 phase other voltages available Allowance of$11,000 for used refrigerated boxes. Exterior One color top coat single part industrial paint. Flooring Metal slats unworked by LRBC, as it comes from the supplier Interior Walls Unworked by LRBC, as it comes from the supplier Ceiling Unworked by LRBC, as it comes from the supplier Exterior The container doors will be removed and replaced with a lockable cooler door(36 x 84) set in an doors insulated wall panel. 20' COLD STORAGE 20' VENTILATED STORAGE - -- - r - >> - - WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:6 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20'ADA BATHROOM Component Description Container(s) Like-new condition high cube container(s)—"one-way"with minimal wear Exterior Metal primer plus one color top coat single part industrial paint Insulation As per codes, specified as batt insulation. Flooring Ceramic tile with an installed price of$10/sf Interior Walls Painted beadboard panels with FRP wainscot Ceiling Painted beadboard Exterior doors Steel security doors as per drawing. With commercial hardware. HVAC Allowances: All inclusive AC and ventilation subcontractor at$5000 Electrical & lighting Allowances: All inclusive electric & lighting subcontractor at$3000 Plumbing Allowances: All inclusive plumbing including all fixtures at$6000 Washroom accessories Soap dispensers, paper towel dispensers, TP holders, grab bars, mirrors. Mid-priced units. Note No equipment screening is specified or priced. ADA+ 3 UNIT UNISEX r =I l WWW.LITTLERIVERBOXCOMPANY.COM 1 305.582.6007 1 9200 NW 27TH AVE MIAMI,FL 33147 Asante Design Group Ilc 5255 N Federal Highway• 315 Boca Raton • FL 33487 T 561.349.5151 F 561.349.5152 AA 26003560 August 31, 2021 Mr.Anthony Barber The Barber Family Co., LLC 1920 S Federal Highway Boynton Beach, FL 33435 Re: 211 East Ocean Avenue, Boynton Beach, Florida Dear Anthony: Thank you for the opportunity to provide our proposal for professional Architectural and Engineering services for renovations and additions to the residential building that will be the location of your newest restaurant. Upon acceptance of this proposal, AIA Document B105-2017, Standard Short Form Agreement between Owner and Architect, will be provided and replace this Proposal as the Agreement for services. Project Description: A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. The existing two story 745 SF +/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished. The first floor will be limited to greeting patrons and restaurant seating. The second floor will be used for storage and the bathroom will be removed. The building will receive new air conditioning equipment and ductwork. A new 348 SF +/-front porch with wood railing, an ADA accessible ramp with wood railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power, water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A dumpster enclosure with hose bib and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code. The existing electrical service and electrical panel will be upsized to meet the project requirements. Description of Services to be provided: Task/Phase Description of Services Phase I 0 Drawings of the building and site lighting photometrics required for a Minor Site Plan approval will be Site Plan Approval provided to the Owner's Planner for submittal to Planning & Zoning in the City of Boynton Beach. Attendance at meeting with City staff or public hearings are Additional Services. -2- Phase II • Site visit by Architect and Engineers to document existing conditions Building Permit Drawings 0 Provide CAD background drawings to Structural, Mechanical, Electrical, and Plumbing Engineers as a basis for their design drawings and calculations • Preparation of design drawings and specifications for building permitting Usual and customary building permit design drawings and specifications including: • Architectural & Life Safety design drawings & specifications • Structural Engineering design & calculations • Mechanical Engineering & energy calculations • Electrical Engineering • Plumbing Engineering • Meetings with consultants and Owner • Coordination with the Owner's Civil Engineer, Landscape Architect and Planner Phase III • The Architect will assist the Owner in obtaining bids and provide Bid Instructions to three GCs if requested Bidding & Negotiation by the Owner as an Additional Service. • Response to GCs questions during bidding is included. Phase IV 0 Response to plan review permit comments and drawing revisions as required for obtaining a building Permitting permit in Boynton Beach, Florida is included. Phase V • Shop drawing review of Contractor's submittals is included for all disciplines. Construction Administration 0 Response to Contractor's RFI's is included. Phase • Two site visits by the Architect during construction are included. Additional visits, if needed, are based upon the hourly rate schedule. • Architect review and certification of contractor's applications for payment are Additional Services if requested by the Owner based upon the hourly rate schedule. The Architects consultants include: • Structural Engineer • Mechanical Engineer • Electrical Engineer • Plumbing Engineer Proposed Fee Schedule: Stipulated Sum $37,750 Reimbursable Expenses $ 1,000 Budget Hourly Rates for Additional Services: Principal Architect $180 Project Manager $160 Project Coordinator $140 -3- BIM/CAD Technician $100 Administrative $ 80 Owner's Responsibilities: Provide a current boundary and topographical survey including location of existing trees and elevations in PDF and CAD format. Provide soil testing and percolation tests required for the project. Provide Structural and MEP Engineering drawings for shipping containers. Selections of fixtures, furniture, and equipment. Government Agency fees are Owner's expenses. Exclusions Structural and MEP Engineering for Shipping Containers Geotechnical Testing and Report Surveying Civil Engineering Landscape Architecture The scope of work does not include the following changes to the existing historical building that may be required to bring the building up to code during the permitting review process: structural repairs or alterations, changes or replacement of thermal insulation, energy code upgrades, window and door replacement, replacement of existing wiring or receptacles, replacement of plumbing pipes, or any other changes required by the building department. If renovations are required to the historical building to bring it up to the current code by the building department, then the Architect will prepare an additional services work authorization that will be presented to the Owner for approval prior to commencement. Reimbursable Expenses Printing costs and presentation boards in performance of this service and specifically related to this project will be reimbursable and will be billed to the Owner at cost plus a 20% administrative cost. Invoicing Billing will be monthly and a retainer of $11,325 (Eleven thousand three hundred and twenty five dollars) will be required to commence work) and is the minimum fee under this proposal. Terms This proposal is valid for 30 days from receipt. We are sincerely grateful for this opportunity and look forward to working with you. Please contact me with any questions regarding the proposal and/or indicate your acceptance below. Kindest regards, ASANTE DESIGN GROUP LLC Juliette L. 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Milk 1 i ��d L � w o a O s o0 L c 0 N N L C O N L C O C7 .ti L c 0 o� L C O o0 L oO h L G O is c 0 c c r v s c 0 en L c o N L C O N L g Z _ cWc C W_ Q d W � W p Q U v=i w O v O Z Z Z H w D OD t a 4 u m 0 0 � g ¢ I I N Vance Real Estate Service December 8, 2021 Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue j Boynton Beach, FL 33435 Re: Commercial Property, 211 East Ocean Avenue, Boynton Beach, FL 33435 Ladies and Gentlemen: We have concluded the research and valuation for the real property at 211 East Ocean Avenue, Boynton Beach, FL 33435. While completing the written documentation, we list the final property value for your perusal. Our appraisal, in which we develop our opinion of market value for the fee simple interest in the [ referenced real property as of December 8, 2021, has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2022). The report is for exclusive use of the client, Boynton Beach Community Redevelopment Agency, for possible sale or lease of the appraised property. Jesse B. Vance, Jr. and Claudia Vance visited the property. As a result of our analyses, we have developed the opinion that the market value of the land, subject to definitions, certifications and limiting conditions in the forthcoming report, as of December 8, 2021 is as follows. The existing improvements have no net contributory value to the property. 13,739 square feet of land x$65.00 per square foot of land= $893,000 (rounded) EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of,this report. I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part 11 F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the property that is the subject of this report on December 3,2021. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the continuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society off Appraisers and the State of Florida. December 8, 2021 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-CertifiedGeneralReal Estate Appraiser No. RZ-85 December 8,2021 Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. 1. The undersigned have personally visited the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple. 4. Legal descriptions and property dimensions have been furnished by others;no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not carry with it the right of publication,duplication,or advertising using the writers' names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Improvements,if any,are those noted and reported on the date of inspection. 9. The value or values estimated apply ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present,past or contemplated interest in the subject of this report. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. The existence of potentially hazardous material used in the construction or maintenance of buildings,such as the presence of urea formaldehyde foam insulation,and/or existence of toxic waste,which may or may not be present on the property,has not been considered. Additionally,soil or sub-soil contamination may exist from current or prior users,or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey,Endangered Species Survey,or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use,and possibly,value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr.and Claudia Vance were responsible for the analyses,conclusions,and opinions of real estate set forth in this report. (No one else provided significant professional assistance to the report signers). 16. The Americans with Disabilities Act(ADA)became effective January 26,1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property would reveal that the property is not in compliance with one or more of the requirements of the act,which could reduce property value. 17. Prospective value estimates are based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events that might alter market conditions upon which market value has been estimated. 18. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 19. The appraiser reserves the right to amend or change this report at any time additional market information is obtained which would significantly affect the value opinion. Jesse B.Vance,Jr.,MAI,SRA,ASA State-Certified General Real Estate Appraiser No.RZ 85 December 8,2021 Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 December 8,2021 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 spoke about utilities and whether they would be willing to hold training sessions and the response were so positive they will get a program together. Parking would not be increased as they were training one person at a time. If they did one training a year, at $50K a year, with five years would add about $7.5M in revenue. He feels he owes a lot for Boynton Beach, but did not want to withdraw. Chair Grant noted they have future developments coming in and they want to speak to the developer as the CRA has tenants for them. In Casa Costa, most of the tenants are no longer there. The CRA has to be mindful when working with developers that commercial tenants on the first floor have access to the customers, and with Mr. Barden having office space, he hoped to help them with new office space. There are office condo's but he did not know if they were for sale. Mr. Barden advised they are visible and a training facility would be a regional facility attracting a lot of people to the City. He will be involved in the CRA and investigating properties, but they must move fairly soon. Chair Grant commented Seacrest Boulevard may be able to accommodate a commercial office in a residential area. He hoped the City Commission could look into that to allow office commercial zoning along arterial roads. Chair Grant stated Mr. Barden can make his request for an extension of more than 90 days in January if the Board owns the Oyer property. 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 Ms. Shutt advised in November this item was postponed to allow the applicant to meet with the staff and discuss terms. The Board's direction was to either pursue a lease agreement or a purchase and sale. Mr. Barber gave terms after their meeting on November 12th, and he proposed to acquire the 211 E. Ocean Avenue property for $420K. He would need a $50K CRA Commercial Improvement Grant for a new container restaurant concept, and $200K in TIF. He provided a letter from an investor, Rodney Mayor, who states he can fund a $1M in renovate the Magnuson House, which would cost about $420K to convert to a restaurant use and there is a $240K cost for the shipping containers, which includes mechanical, electrical and anything else needed to convert them to restrooms, a bar, a store and kitchen. The remaining costs would be miscellaneous site costs for outdoor seating, parking as needed and delivery needs. Originally there were in-kind costs to provide free meals to the homeless and children, which were not needed as the project would be fully funded, but the CRA asked for the entity the CRA would contract with. He provided copies of his application to the Division of Corporation for the 211 E. Ocean property. Staff commented the request for TIF is small and the CRA could probably budget for it, but they feel with Mr. Mayo as a guarantor, the CRA would need to ensure they vet Mr. Mayo as he is not a traditional lender and he would be a party to the agreement as the guarantor. Mr. Barber confirmed Ms. Shutt's comments and advised Mr. Mayo was present. They want to revitalize the property and make it a destination. He had conceptual drawings based on meetings with the Building Department. 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 Chair Grant stated the Board had prior concerns about risk if the project does not go through. The CRA is selling the property for $240K less a $50K economic development grant and $200K in TIF, so is not getting $240K as it would be given back to the developer over time. Mr. Barber commented, based on conversations with staff, it would be cumbersome and the CRA Board, as a whole, would have to direct staff and other resources to manage the offering of services as the CRA would have to tally Mr. Barber's provided in-kind services. Chair Grant agreed. There was certain TIF payments in the past for affordable housing, and if they did not include affordable housing, they did not get TIF. Mr. Barber's proposal would save the Magnuson House, but it does not include parking as parking attaches to the Town Square parking. Chair Grant asked if they could sell the building with parking in the Town Square and learned they could. Thirty parking spaces would be attached to this site. It is tied into the Town Square, but Planning and Development Staff advised there were recent zoning changes to accommodate redevelopment of parcels and there could be a minimal amount of parking required for this parcel. She had to defer to Planning and Development staff about parking as it is lacking without parking in the garage. Rodney Mayo, part of the Subculture Group, advised they have 16 restaurants, bars and coffee shops between Jupiter and Miami. This restaurant would be a partnership. It would fall under the Subculture Group, and the buildout would be a business loan. Chair Grant asked if the loan was be secured by the property or under Mr. Barber as a guarantor. Mr. Mayo responded it would go to the property. If Mr. Barber gets the property and the business does not go through, Mr. Mayo could foreclose on the property and end up owning it. Mr. Mayo explained they are partners in the restaurant as well as the property and it is a joint venture. The title does not transfer until the renovations to the property are done and they receive their Certificate of Occupancy. Chair Grant commented the CRA spent $850K for the property and it is currently appraised for $800K. They want to protect the taxpayers. They want to sell the property and have assurances they have a restaurant because they had bad experiences selling property for restaurants. Mr. Barber wants to activate the space. Anything besides that is way beyond what they want to do. In the foreseeable future, barring major disasters, there will be a restaurant on Ocean Avenue. Ms. Shutt explained they have submitted a timeline for the development agreement, similar to the Boynton Beach office condo, which was 14 months from the time they submit application . It will have a different timeline that can be worked into the terms by dates and not by months. Allen Hendricks, site planner, explained they have two seasoned restauranteurs, they are not going on the development side to be dragging their heels. Chair Grant explained the reason why the CRA has the property is they gave it away twice and the reverter clause came back because those restauranteurs could not make it work. Chair Grant asked if they checked on the impact fees from a single-family residential building to commercial. The County knows about impact fees because the former owner tried to expand a restaurant and it cost over $100K. They got a structural engineer to clarify how much money and work to do on the house itself and he suggested they add that to the cost. They know the cost of most of the rest. 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 Board Member Penserga spoke about this project before and asked what happens if it does not work out. Mr. Mayo responded the investment in the property is the sustainable factor to ensure it will be a restaurant. Once improvements are made, it is a restaurant. If the restaurant is unsuccessful, it would still be a restaurant. Mr. Mayo explained he owns the Dada eatery. They are expanding and opening six restaurants in the next 12 months. That takes precedence. He advised he is a history buff having renovated the original Salvation Army building and he likes renovating old buildings. Mr. Mayo was comfortable with 14 months from permit issuance to build out and then open eight months after issuance. Board Member Katz supported moving forward and did not object to giving the land. He wanted some provisions, such as a deed restriction, if they get the parcel behind it. He wanted a right of first refusal if they decided to sell within a certain number of years after opening. They cannot sell for a certain amount of time and any incentives, if sold he wanted the CRA to be able to recoup. He also praised Board Member Romelus as she wanted to provide the land. Chair Grant asked if the Magnuson House had a historical designation and learned it was under Local Historic designation. To remove the designation, it has to go before the Historic Resource Preservation Board and the City Commission. Chair Grant asked if they want the $240K up front or as a contingency as they are asking for an Economic Development grant and TIF, which means the Board can oversee what is done in the next five years. he thought it made more sense to sell the property as it is, with the best-case scenario and then giving it back to them over the next few years. He asked for Board input and hoped to have a first draft in January and signed in February. Board Member Katz asked where the Board stands with the City regarding the use of shipping containers. Ms. Shutt responded the City is open to the concept, but more details are needed. It respects the existing historical structure. If there is a porch or other appurtenances to the structure, it must keep with the period and complement the existing structure. They requested any new structure be in the rear. They must meet the site development requirements with respect to-access, parking and renovation of the building be subject to the Building and Fire Codes. Board Member Katz advised the applicants not to let staff force them to rewrite major aspects of the project until the CRA or City Commission has seen it. It was important they should make sure the Board sees the actual proposal before staff says they cannot do something. Motion Board Member Penserga moved to accept the Letter of Intent and direct staff to come back with a Purchase and Sale Agreement with a few options and research how much the impact fees would be. He suggested sun shades may not be the best to aspect to keep things within the time frame. Vice Chair Hay,seconded the motion. 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 14, 2021 Attorney Rossmell sought direction on the motion. Chair Grant appreciated the offer of $240K for the Board to redistribute back, but the Purchase and Sale agreement could have restrictions, certain design features could be included, and to allow them to apply for the $50K Economic Development Grant. Mr. Barber requested confirmation they just go into agreement that is deeded to them for other considerations and other improvements on the property. There were no online comments'received. Vote The motion passed unanimously. J. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 40.1-407 E. Boynton Beach Boulevard Ms. Shutt stated last month there was a deadline for staff to give the current draft by the 19th and Mr. Collins to respond back with comments on the lease agreement by December 3rd. They have the latest comparison to what Mr. Collins suggested which she reviewed. Mr. Collins had comments that were not part of the original agreement. Staff only agreed with two comments as they are leasing the property below market rent and in return they are trying to support a Boynton Beach business operate in the City, which were items 15 B.4 and item 15. C. Staff recommended the Board reject the other changes. Staff is also still waiting for the commitment from the funder (investor) Mr. Collins alluded too, to be able to make the improvements and activate the use. Staff was also supposed to forward a timeline for the completion of the CRA's part of the parking lot. This has been incorporated into the draft agreement. Staff does not recommend moving forward unless they have all the items they requested. Board Member Katz commented the request for financing needs to be fulfilled by the next meeting. If there is no documentation for the tenant to fund the project, this is all a waste of time. He thought when they left the last meeting they finalized the terms conceptually, and now there is another list of 15 or 20 recommendations. He supports the two agreed on changes that staff reviewed and that is it. He wants to see the financing and move forward with it. Mr. Collins commented they got the funding themselves for the improvements and they can supply that information and the commitment letter. The next step was to receive a new draft copy of the lease, which was submitted at the last minute. In reference to the sub-leasing and subletting, it was discussed with the Board Chair regarding considering the Surfing Hall of Fame and he had no issue taking the subleasing out. He had no feedback on what they submitted and none of that was brought to his attention that it was needed for this meeting. Mr. Collins took exception to the CRA reaching out to his architect and receiving drawings that he paid for without his permission. He wanted to move forward and noted the CRA gave a nine-month window for the parking lot. He was amenable to what the CRA wanted to do. Board Member Katz explained the CRA was 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 shocked. He explained maybe he made the right or wrong decision, but all his life with his crew and team, he tells them to try to live a life you want and help people to have a better life. After hearing what he heard, he is happy. Azur is out. They have never thought about flipping a property. He implored all to be serious. Making money was not what this project was about, it was for the people and community. The development is serious and about people. He commented he was not going on trial here. He thought plenty of developers would come to the City and they did not need one more project. Their plate is full, and they only need one more project that serves the community. He wished the Board luck. He explained it will be tough for his team to withdraw, but it was the first time he was doing so. He will have a special meeting of the group with all the members. He was sorry for Mr. Gotsman and Ms. Shutt and the Board members, but this was not the way he works. When he helps people in Pompano Beach, he does not ask for anything back, just respect, and tonight had a very disrespectful approach. He thanked the Board for their support and reiterated the project is done. Attorney Duhy recommended either approving the development agreement with amendments or terminate negotiations with Azur Development and terminate the RFP, Chair Grant noted the developer terminated the agreement first and questioned if the Board still needed to make the motion and learned they did. Motion Board Member Katz moved to terminate negotiations with the developer. Vice Chair Hay seconded the motion. The motion passed 3-2 (Chair Grant and Board Member Romelus dissenting.) E. Discussion and Considerationof a Purchase and Development Agreement with 211 E Ocean LLC for CRA-Owned Property Located at 211 E. Ocean Avenue Ms. Shutt presented the item and advised Mr. Barber is working on getting the Board the needed information. Board Member Katz asked if there was any additional information about shipping containers. Ms. Shutt responded the last meeting with Mr. Barber and staff was very positive based on the site and historical aspects. They are in favor as long as Code requirements are met. She did not think there would be any objections, which she could get in writing from the Development Department and any other items that may be detrimental to the concept. Board Member Katz commented he appreciated a real time update. He also noted there was a request to remove the historic designation and advised he felt it was not historic. Even the local designation was created primarily for the pursuit of funds for restoration and designation. In order to remove the historic designation, it would have to go to the City Commission and Board Member Katz requested they ask the City Commission to remove it. Ms. Shutt stated aesthetically it is not a big proposal to change. Board Member Romelus supported changing the designation. Currently, the outdoor dining room has to have an outdoor design and porch area and they need to restrict some of the new improvements 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 10, 2022 behind the building. The building would be restored, but needed to meet Code. Chair Grant did not want the Board want to remove the designation. Motion Board Member Katz moved to pursue removal of the historic designation. Board Member Romelus seconded the motion. Mike Rumpf, liaison to the Historic Resource Preservation Board, commented designation is not a stumbling block to development. Chair Grant commented if they remove the designation and sell it to someone else, they can change their mind and tear it down. Mr. Rumpf agreed. The review process has a recommendation from the Board. Vote The motion passed 4-1, (Chair Grant dissenting.) F. Discussion and Consideration of a Request from South Florida Marine to Amend the Purchase and Development Agreement Ms. Shutt presented the item. There is $50,800 to be used for job creation, amounting to 12 full-time or 24 part-time jobs or a combination thereof, Ms. Woods requested staff bring it up to the Board to draw some of the funds down. (Board Member Romelus left the dais at 8:05 p.m.) Ms. Shutt explained South Florida Marine is finding they are having a hard time hiring employees. Chair Grant would give another extension as COVID impacted businesses, but he did not think they should do so for private businesses. Mr. Woods has been on Linkedln, Facebook, and South Tech trying to recruit new employees to the dealership. They are a drug-free employer and some employees do not show up. Their employees are working over-time and it is difficult. They had previously received a one-year extension to November 2022. Board Member Katz was not opposed to granting an extension if it appears the next 10 months would not yield any new hires. He does not support deviating from the original use to create jobs and did not feel he needed to weigh in on it. He did not support the request at this time. There are specific things in the agreement they have to maintain. (Board Member Romelus returned to the dais at 8:11 p.m.) Chair Grant noted it was a reimbursement grant so as soon as they have someone working there for what the term states, they can apply for the money based on that information being given to the CRA. Ms. Shutt did not see in the current agreement the 17 From: Shutt,Thuv To: Anthony Barber Cc: Utterback.Theresa;Curfman.Vicki; Kathryn Rossmell; P. E.Timothy T.Tack(TackTC@bbfl.us) Subject: Guarantor"s information for 211 E. Ocean Avenue Date: Tuesday, December 21,20215:53:00 PM Good afternoon, Anthony, I wanted to follow up on the information below regarding the above referenced project: 1. Final paperwork on the legal entity, including title managers, and certificate of good standing —as of today, the 211 E. Ocean LLC has not been officially created in the FL Divisions of Corporations website 2. Completed credit authorization for the guarantor(Mr. Mayo)—Theresa Utterback from our office will provide under separate cover by tomorrow. 3. Demonstrated financial capability of the guarantor (Mr. Mayo). Financial capability will be demonstrated by submitting a current (audited, if available) financial statement of the proposing entity/individual, which includes a balance sheet, a three-year statement of past income, and a projected one-year income statement for the current fiscal year for the entity or individual (and its parent entity if proposer is a subsidiary). We will be working towards a Purchase and Development Agreement for this project for the January 10th CRA Board meeting. Our agenda publication deadline is January 3, 2022 and therefore this information will be needed asap or no later than December 30, 2021 (noon) as our office will be closed on December 24th 27th and 31St for the holidays. Please contact me if you have any questions. Thank you. From: Shutt,Thuv To: Anthony Barber Cc: P. E.Timothy T.Tack(TackTCa)bbfl.usl; Hill.Vicki; Utterback,Theresa;Curfman.Vicki Subject: FW: Sending: 1-10-22 AGMT 211 E Ocean Ave Purchase and Development CRA Board(01610891-2).docx Date: Thursday,February 17,2022 4:33:00 PM Attachments: 2-15-22 AGMT 211 E Ocean Ave Purchase and Development CRA Board clean(0161089lxBA9D6).docx 1-10-22 AGMT 211 E Ocean Ave Purchase and Development CRA Board (Attachment IV).pdf 2-16-22 Purchase and Development Aamt Combined Comments from Jan-Feb tracked.docx Hi, Anthony, Hope you are feeling better than when we last talked. Please see the attached copy of the Purchase and Development Agreement with our legal counsel's comments. I have included the pdf file of the earlier version that was presented to the CRA Board in January and the redlined and cleaned versions for ease of review. Please let me know the status of the new LLC and financial information from Mr. Mayo and if you would like to discuss the agreement. Thank you. From: Kathryn Rossmell <krossmell@llw-law.com> Sent:Tuesday, February 15, 2022 1:56 PM To: Shutt,Thuy<ShuttT@bbfl.us> Cc: Curfman, Vicki <CurfmanV@bbfl.us> Subject: Sending: 1-10-22 AGMT 211 E Ocean Ave Purchase and Development CRA Board (01610891-2).docx Good afternoon, Here is a clean revised copy of the agreement. Please let me know if you have any questions. Thanks! Kathryn B. Rossmell I Attorney 360 South Rosemary Avenue, Suite 1100 I West Palm Beach, Florida 33401 k[OSsmal]Q!W-law.com 1561.640.0820 yCard I Website I Bio I ioin us online The information contained in this transmission may be legally privileged and confidential.It is intended only for the use of the recipient(s)named above.If the reader of this message is not the intended recipient,you are hereby notified that you received this communication in error,and that any dissemination,distribution,or copying of this communication is strictly prohibited.If you have received this communication in error,please notify the sender immediately by reply email and delete the message and all copies of it. From: Shutt,Thuy To: Anthonv Barber Cc: P.E.Timothy T.Tack fTackTLaLbbfLus);HIII.Vicki;Utterback.Theresa;Curfman,Vicki Subject: RE:LETTER FOR BOYNTON BANK DRAFT 1 Date: Thursday,March 3,2022 4:31:00 PM Attachments: -mage001.png I just spoke to our attorney regarding the need for the reverter clause and other items related to the Purchase and Development agreement that we talked about since closing will not occur until the renovation is completed. This may take form in an indemnification and/or insurance language since there will be liability on the CRA's part when your contractor/container fabricator will be constructing the project while the CRA still owns the property. Please continue to review the current draft forward the partnership agreement as soon as possible. I should be getting the language for the reverter and indemnification and/or insurance language before we publish the packet and will send it to you for your review so that we can limit the changes at the meeting. Thank you. From:Shutt,Thuy Sent:Thursday,March 3,2022 11:39 AM To:Anthony Barber<mrabarber@me.com> Cc:P.E.Timothy T.Tack(TackT@bbfl.us)<TackT@bbfl.us>;Hill,Vicki<HiIIV@bbfl.us>;Utterback,Theresa<UtterbackT@bbfl.us>;Curfman,Vicki <CurfmanV@bbfl.us> Subject:RE:LETTER FOR BOYNTON BANK DRAFT 1 Hi,Anthony, This is a follow up to my vm and text. I reviewed the documents you sent and wanted to ask how you or the Barber Family will be connected to this new entity. Is there a separate agreement?The Board decision to proceed through this project was based on the desire to support the Barber Family,a longtime Boynton Beach business. I want to make sure I have a correct understanding of your business concept to be able to finalize our report. Please give me a call as I need to publish our packet tomorrow. Thank you. From:Anthony Barber<mrabarber[Dme.COm> Sent:Wednesday,March 2,2022 5:30 AM To:Shutt,Thuy<ShuttTpbbfl.us> Subject:Fwd:LETTER FOR BOYNTON BANK DRAFT 1 Sent from my iPhone Begin forwarded message: From:Tony Pintsopoulos<tonvQ2subculturegroup.com> Date:March 1,2022 at 11:39:38 PM EST To:Anthony Barber<mrabarber[cDme.com>,Rodney Mayo<r2subculturegroup.com> Subject:RE:LETTER FOR BOYNTON BANK DRAFT 1 Anthony, Great seeing you tonight. Here is the new entity.Forward this to the people below and have them cc me on any new requests regarding Rodney and funding.I think that this should answer most of the questions. Thanks Tony Pintsopoulos,CPA SubCulture Group,LLC 518 Clematis Street,Suite 3,West Palm Beach,FL 33401 Phone 954-689-6632 www.sub-culture.org . ve.r,.rea... sw��N �m.Y,.•... r�,,.w. a.r.�,�.rs.� r.�.e.n ��..�..�. ue,�� �.r�..�.. From:Anthony Barber<mrabarbe-Pme.com> Sent:Monday,February 28,2022 12:08 PM To:tonyp2subculturegroup.com;Rodney Mayo<r2subculturegroup.com> Subject:Fwd:LETTER FOR BOYNTON BANK DRAFT 1 Sent from my iPhone Begin forwarded message: From:"Shutt,Thuy"<ShuttT(@bbfl.us> Date:February 28,2022 at 11:34:40 AM EST To:Anthony Barber<atbarber2troysbbque.com>,Anthony Barber<mrabarber(Dme.COm>,r2subculturegroup.com Cc:"Tack,Timothy"<TackT(Dbbfl.us>,"Nicklien,Bonnie"<NlckllenB(Dbbfl.us>,"Curfman,Vicki"<CurfmanV(Dbbfl.us>,"Hill,Vicki" <HIIIVLbbfl.us>,"Utterback,Theresa"<UtterbackT@bbfl.us> Subject:RE:LETTER FOR BOYNTON BANK DRAFT 1 Hi,Anthony, Thank you for the last set of documents(Mr.Mayo's financials). We are reviewing the information. We still need the following: 1. Documentation for the new entity 211 E.Ocean LLC. Will Mr.Mayo be one of the officers of this LLC? This entity will need to be created for the Purchase and Development Agreement. 2. Documentation connecting Mr.Mayo or the funding entity to the new entity 211 E.Ocean LLC and any conditions of funding if 211 E.Ocean LLC does not perform. Since we will be transferring the publicly owned land(valued at$800,000+)to this entity base on the funding commitments and understanding that this entity has the financial capacity($1,000,000)to complete the proposed project,we need to understand how the funds are committed to the project. Will this be a loan(what are the terms?),are there any collateral that is needed(e.g.land),is Mr.Mayo a guarantor,etc.? 3. Any comments to the draft Purchase and Development Agreement(initially presented to the CRA Board on 1/10/22 and updated on 2/17/22 with revisions by our attorney,see attached email). Please give me a call to discuss. Our March 9th CRA Board Agenda is required to be posted on Wednesday,3/2/22 and staff report is being finalized on Thursday 3/3/22. Thank you. 00 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 306 NE 6th Avenue, 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 effectuated in order to reduce slum and blight and to enable the construction of an approximately square foot restaurant consisting of five (5) shipping containers, the adaptive reuse of the historic Magnuson House, associated parking, and all other required development standards according to the City of Boynton Beach (the "Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be Ten AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of AND 00/100 DOLLARS ($ .00) shall be deposited with Lewis,'Longman& Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following: a. PURCHASER obtaining a Certificate of Occupancy from the City of Boynton Beach, Florida (the "City") to build a restaurant consisting of a approximately square feet within five (5) shipping containers, the adaptive reuse of the historic Magnuson House, associated parking, and all other required development standards according to the City of Boynton Beach on the Property within the timeframe set forth in Paragraph 20 below. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 18 b. Seller delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set forth herein. 6. CLOSING DATE. The Closing shall take place thirty (30) days after meeting the condition set forth in Section 5(a) at such location to which the parties may mutually agree in writing. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period until twenty (20) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'Sexpense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date; (ii) shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 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 PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 18 existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from a Title Company chosen by SELLER (hereinafter "Title Company"), a Title Commitment covering the Property and ,proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days,after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, or(ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment("Title Update")covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres 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 PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 18 governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. The Deed shall contain a deed restriction for the restaurant use for a minimum twenty (20) years from the date of the Certificate of Occupancy. 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 PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 18 to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000.00. 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. PURCHASER shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the dosing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 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 PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 18 the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms.The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions(and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.5 Acts Affecting Property. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement;provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely to perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option (i) declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement, receive back its Deposit and neither party shall have any further rights hereunder, except for those expressly provided herein to survive termination of this Agreement. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 18 described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 13.4 Survival. The provisions of this Section 13 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return"receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 360 South Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to Purchaser: 306 NE 6t"Avenue, LLC (insert information) With a copy to: (insert attorney information) 15. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER. It is understood, however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER. This Agreement may be freely assigned by PURCHASER to a wholly owned or controlled assignee of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the prior written approval of SELLER, which shall not be unreasonably withheld. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 18 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. I n 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 pursuant to this Section, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and SELLER does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 19. SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER has submitted plans to the SELLER, attached hereto as Exhibit "C", which have been approved for submittal to the City for formal site plan approval. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 18 20. DEVELOPMENT TIMELINE. PURCHASER is required to achieve the following items described below in this Section (collectively the "Project Elements"). Achievement of the Project Elements must be documented in writing, and such writing must be provided to the SELLER upon completion of each item. a. Submission of application to the City for site plan approval for the Project within one hundred twenty (120) days from the Effective Date. b. Achievement of site plan approval for the Project from the City within one hundred eighty (180) days of submittal of a formal site plan application to the City of Boynton Beach. C. Approval of financing for the Project including the construction loan and permanent financing commitment in a form acceptable to SELLER in an amount sufficient to develop the Project on or before receiving site plan approval from the City. PURCHASER shall provide SELLER proof that the permanant financing commitment is either a) signed by an authorized signatory of an accredited financial institution (the "Lender") demonstrating that the Project has been underwritten by the Lender and that Lender intends on financing the Project, or b) that the entity providing the permanent financial commitment has the financial ability to fund the Project and that such entity intends to finance the Project, which proof must be in a form acceptable to SELLER. d. In the event that the adaptive reuse of the Magnuson House is not economically possible, then PURCHASER may pursue the removal of the historic designation. PURCHASER must provide notice to SELLER it intends to remove the historic designation at least thirty(30)days before formally initating the processto remove the designation,and must request SELLER remove the requirement that the Project accomplish the adaptive reuse of the historic Magnuson House and;propose an alternative Project element, which request SELLER will not unreasonably refuse so long as it furthers the Boynton Beach CRA Redevelopment Plan. If such historic designation is removed,then the Magnuson House may be demolished or moved so long as SELLER has approved an alternative Project element. e. Submission of construction documents for the Project to the City for a building permit within ninety (90) days of obtaining formal site plan approval. Proof of permit application and applicable impact fees paid will be provided to the SELLER upon submission to the City. Upon City issuance of the building permit a copy will be provided to SELLER. f. Issuance of a Certificate of Occupancy to be provided within twelve (12) months following building permit issuance. g. Ribbon cutting ceremony to occur within sixty (60) days of achieving a Certificate of Occupancy. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 18 21. DEFAULT WITH REGARD TO PROJECT ELEMENTS. If one or more of the required Project Elements is not achieved as required and/or if the timeline outlined herein is not strictly met, and PURCHASER has not provided SELLER with a written notice explaining the reason or circumstances not under the control of PURCHASER that have prevented PURCHASER from meeting the timeline, and SELLER has not agreed in writing to the same and which approval shall not be reasonably withheld, then (a) if such events are contemplated to occur following the Closing but fail to occur as required, then it shall be a default hereunder and PURCHASER shall be required to reconvey the Property to the SELLER, this Agreement shall be terminated, and SELLER shall be released from any and all obligations under this Agreement and (b) if such events are contemplated to occur prior to Closing but fail to occur as required, then it shall be a default hereunder and treated as provided in Section 13, above. The parties understand and agree that in such instance SELLER shall be entitled to the Deposit in full and final satisfaction of PURCHASER's obligations hereunder. SELLER agrees to work reasonably with PURCHASER in working within the timeframes set forth above, but PURCHASER and SELLER agree that time is of the essence. 21.1 Default After Closing. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement. If either Party fails to cure the default within (30) days of written notice from the other of its default,then this Agreement may be terminated pursuant to Section 23.14 below. 21.2 Reverter Clause.The Special Warranty Deed shall contain a reverter clause that shall run with the Property until the Project is completed and the PURCHASER has obtained a Certificate of Occupancy for the Project.The reverter clause shall require the Property to be re- conveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the Purchase Price of the property as set forth in Section 2 of this Agreement in addition to verifiable costs associated with the Closing of said property described herein.To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B." 21.3 Right of First Refusal. PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect for a period of five(5)years from the date PURCHASER obtains its Certificate of Occupancy.The terms and conditions of this right shall be set forth within the Special Warranty Deed as follows: a. Should the PURCHASER abandon the Property for any six(6) month period (unless said abandonment is beyond the control of Purchaser) and/or if the Property is not used for a CRA approved use (the approval of which shall not be unreasonably withheld) the SELLER shall provide 30 days written notice to PURCHASER of its right to repurchase the Property at fair market value (as determined by an independent third-party appraisal.) Thereafter, PURCHASER will provide a general warranty deed to the Property in form and substance PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 18 acceptable to the SELLER evidencing the reconveyance of the Property to SELLER; and/or b. Should PURCHASER receive a written offer to purchase the Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. Within ten (10) days of receipt of the Notice,SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal, SELLER shall, within ten (10) days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of first refusal shall be deemed to have been waived. The terms and conditions of this Section shall survive Closing. 22. REFUNDING. Should the PURCHASER sell the Property for a profit within seven (7) years of the Effective Date, PURCHASER shall repay to SELLER an amount equal to all grants or other funding received from the SELLER to effectuate the Project. 23. MISCELLANEOUS. 23.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 23.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 18 business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 23.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions,covenants,agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 23.4 Construction of 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 morestrictly construed against any of the Parties. As used in this Agreement, or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 23.5 Severability. If any provision of this Agreement or the application thereof shall,for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.The provisions of this Section shall apply to any amendment of this Agreement. 23.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 23.7 Waiverof 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. 23.8 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. However, SELLER's obligation under this section shall not exceed the statutory limits provided within Section 768.28, Florida statutes, and nothing in this Agreement shall be deemed a waiver of SELLER's sovereign immunity rights. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 18 23.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 23.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 23.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 23.12 PURCHASER Attorneys' Fees and Costs. ,PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 23.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; 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. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 18 23.14. Termination. The obligations of PURCHASER and SELLER shall terminate upon the earlier of(i) the issuance of the Certificate of Occupancy; or (ii) failure by the PURCHASER to complete the Project before the Completion Date, as described in Section 1, unless extended as provided by written agreement of the parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: 211 E OCEAN LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 18 EXHIBIT "A" LEGAL DESCRIPTION Lots 13 and 14, ORIGINAL TOWN OF BOYNTON BEACH, according to the Plat thereof as recorded in Plat Book 1, Page 23 of the Public Records of Palm Beach County, Florida. Said lands situated in the City of Boynton Beach, Palm Beach County, Florida and containing 13,936 square feet (0.32 acres) more or less. PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 18 EXHIBIT B REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 12022, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "SELLER") and 211 E OCEAN LLC, (the "PURCHASER"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct certain Improvements on the Property, and other requirements in accordance with the guidelines and criteria set forth on in the Purchase and Development Agreement. C. The Deed shall provide that if the PURCHASER does not construct the Improvements as set forth in this Agreement,then the Property shall revert to the SELLER. NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. PURCHASER,agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms of the Purchase and Development Agreement attached hereto by no later than the time period set forth in Paragraph 20 of the Purchase and Development Agreement of even date herewith (the "Completion Date"). 2. In the event the Improvements are not completed by the Completion Date(unless extended pursuant to the terms of the Purchase and Development Agreement), the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER, the PURCHASER will provide a general warranty deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property. 3. During the construction of the Improvements, PURCHASER will not place any additional liens or encumbrances on the Property except as consented to by the SELLER. In that regard, the SELLER agrees not to unreasonably withhold its consent to any construction loan PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 18 financed with a commercial bank or similar lender or private investor or guarantor intended to fund the construction and development of the Improvements. In such an event, the SELLER will enter into a Subordination Agreement inform and satisfactory to such lender. Upon completion of the Improvements satisfactory to the SELLER, the SELLER agrees to issue a letter acknowledging the release of the reverter rights described herein. This Agreement shall be binding upon the parties hereto and shall be binding upon and inure to the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. This Agreement may only be modified or amended by'a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written. PURCHASER: SELLER: 211 E OCEAN LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chairman Date: Date: PURCHASER's Initials: SELLER's Initials: 01610891-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 18 EXHIBIT C CONCEPTUAL DESIGN PLANS (Note:Site plan to be inserted as pdf for clarity) PURCHASER's Initials: SELLER's Initials: 01610891-2 BOYNTO mommBEACHCC d CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.D. SUBJECT: Approval of Termination of Potential Lease Agreement with C Life C Food, Inc. for the CRA- owned Property located at 401-407 E. Boynton Beach Boulevard SUMMARY: On January 11, 2022, Mr. Collins verbally withdrew his Letter of I ntent to lease the CRA property located at 401 E. Boynton Beach Blvd. as a fish market. On January 28, 2022, Lewis Longman & Walker, CRA legal counsel, sent Mr. Collins the attached letter confirming his verbal withdrawal of his Letter of I ntent (Attachment 1). As of this date C RA staff has not had any further correspondence with Mr. Collins. FISCAL IMPACT: N/A CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Terminate all negotiations with Mr. Collins regarding the property located at 401 E. Boynton Beach Boulevard. 2. Provide CRA staff with alternative direction. ATTACHMENTS: Description Attachment I - Letter confirming verbal termination AttorneyuatLavv LLEWIS Um+\�vvrn L�N���� .coLW I WALKER Reply To: West Palm Beach January 28, 2O2J Tim Collins 193QNE5th Street Deerfield Beach, FL33441 Re: 4O1E. Boynton Beach Boulevard; Termination mfNegotiations Dear Mr. Collins: On behalf ofthe Boynton Beach Community Redevelopment Agency /"BBCRA"\, please accept this correspondence an formal acceptance of your January 11, 2022, verbal withdrawal of your Letter of Intent for the above referenced property. 88CRA staff will be recommending termination ofthese negotiations at its March 9, 2822, Board meeting. Please let me know should you have any questions regarding the above. Sincerely, � ��� ��o= v Kenneth Dodge, Esquire KVVD/j|b cc.: Thuy Shutt, Executive Director, BB[RA vzwoom^ /ACxsowvuuc ST.PETERSBURG TALLAHASSEE rxxxpx WEST PALM BEACH z4sRiverside Ave. zonSecond Ave.South szsSouth Calhoun St. ao1West Platt St. ssoSouth Rosemary Ave. Suite S10 Suite 501-S Suite 930 Suite 364 Suite 1100 Jacksonville,Florida 32202 St. Petersburg,Florida 33701 r^noxauee'Florida 32301 Tampa,Florida 33606 West Palm Beach,Florida az*uz T:904.353.6410 T:727.24S.0820 T:850.222S702 T:813.775.2331 T:S61.640.0820 F:9043S3.7619 p:rzrzyo4osr F:850.224.9242 F:561.640.8202 �ee11h,,�mgs D�fferenfly` BOYNTO mommBEACHC d CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.E. SUBJECT: Palm Beach County Housing Authority Cherry Hill Lots Auction Results SUMMARY: The Boynton Beach CRA (BBCRA)was a successful bidder of only one (404 NW 12th Avenue, which is adjacent to another BBCRA-owned lot) of the 40 lots offered in the September 14, 2021 Palm Beach County Housing Authority's (PBCHA) Auction (see Attachment 1). The properties sold for an average of three times more than appraised value which would prohibit their use as affordable housing. On December 3, 2021, the CRA closed on the 404 NW 12th Avenue property. The final list of owners of the auctioned properties was not available until January 3, 2022 (see Attachment 11). The list showed closing did not take place for six of the 40 lots offered in the September auction. On January 6, 2022, CRA staff received notification that PBCHA would be re-offering the remaining six properties at a second auction on February 15, 2022 (see Attachment III). CRA staff participated in the February 15, 2022, auction but was outbid again by other bidders for Lots 4-6 (see Attachment IV). The CRA Board voted unanimously to send a letter to the PBCHA expressing concerns regarding the auction results and requesting that funds from the auction be dedicated to affordable housing in the BBCRAArea (see Attachment V). Staff will continue to communicate with PBCHA representatives on the closings for these six lots and future PBCHA affordable housing initiatives in the BBCRA area. FISCAL IMPACT: FY 2021-2022 Budget, Line Item 02-58200-406, $72,600 plus closing costs ($74,198.95 total) 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 ATTACHMENTS: Description D Attachment I - November 9, 2021 CRA Board Agenda Item -September 14, 2021 PBCHAAuction Update D Attachment II - Property Owners List Post-Closing with Map D Attachment III - February 15, 2022 PBCHAAuction of Six Remaining Lots D Attachment IV - February 15, 2022 PBCHAAuction Results D Attachment V - BBCRA Letter to PBCHA Requesting Dedication of Auction Funds to Affordable Housing in BBC RAArea BOYNTO immiBEACH C d CRA BOARD M EETING OF: November 9, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.C. SUBJECT: Palm Beach County Housing Authority Auction of the Cherry Hill Lots Update SUMMARY: The BBCRA was the successful bidder for Lot 18 -404 NW 12th Avenue -which is adjacent to a BBCRA owned lot (see Attachment 1). The lot is approximately 2,548 sq. ft. (25' x 100') with a winning bid price of $66,000 plus a 10% premium for a total contract price of $72,600. The BBCRA is currently under contract for the lot located at 404 NW 12th Avenue (see Attachments I I and 111). The anticipated closing date was November 3, 2021. On October 29, 2021, the CRA received a written notice that the seller is exercising its option to extend the closing to December 3, 2021 in accordance with Paragraph 4 of Exhibit B to the Purchase and Sale Contract. CRA staff and legal counsel will plan accordingly for the December 3, 2021, closing (see Attachment IV) and will report back to the Board after obtaining results of the final ownership list from the PBCHA. BACKGROUND On Tuesday, September 14, 2021, at 10:00 a.m. the auction of the Palm Beach County Housing Authority's 40 vacant lots, located in Cherry Hill, opened for bidding through Fisher Auction Company (FAC) (see Attachment V). Attached is the list of the properties including the opening bid on each lot (see Attachment VI). The BBCRA had budgeted $500,000 for the auction along with City funding (American Rescue Plan Act funds) in the amount of$500,000 for a total of$1 Million dollars to participate in the auction. Both the BBCRA and City staff participated and monitored the auction. The lots were broken down as follows: • 28 -25' wide lots • 9 -50'-60' wide lots • 2 1 00' wide lots The BBCRA actively engaged in the bidding process but was outbid on all but one lot. The following is a breakdown of the average sales price of each of the lots: • 25' wide lots -averaged $64,000 • 50'-60' wide lots -averaged $105,000 • 100' wide lots - averaged $193,000 Attachment VII provides the BBCRA's bidding results on various lots. BBCRA staff monitored the auction closely so that there will be sufficient money to pay for all of the BBCRA winning bids plus deposits and could not justify the bidding prices. The lots were being sold too far above the appraised values (see Attachment VIII). Overpaying for the land would artificially inflate the land value and make it cost prohibitive to construct an affordable product that could be absorb by the market for this area. The BBCRA was also contacted by FAC to see if the BBCRA was interested in submitting our best offer on other lots that may be available if the properties do not close by November 3, 2021. CRA staff will be evaluating the information and will be submitting our best offer to FAC with consideration of the potential impacts to the area as previously indicated. FISCAL IMPACT: FY2021-2022 Budget, Line Item 02-58200-406, $72,600 plus closing costs CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: ATTACHMENTS: Description D Attachment I - BBCRA Lot Purchased Map (Lot 18 or 404 NW 12th Avenue) D Attachment II -Winning Bid Notification from Fisher Auction Company D Attachment III- "As Is" Contract for Lot 18 (404 NW 12th Avenue) D Attachment IV -October 29, 2021 Closing Extension Notification Email D Attachment V -Aerial Map of PBCHA Lots in Auction D Attachment VI - Fisher Auction Company List of Lots & Starting Bids D Attachment VII - Bidding History D Attachment VIII - BBCRAAppraisal Sheet Used for Bidding Purposes r 5 Y9 t ST.Z c li 1 �= rii�`�. k �� � �`I„i �ir i nit c �1iri � ti�f� - ^' 1 {i �f(t 1 'r �i �; 7G tis{n�2� t t "N {'tt � Py P it F{�2 �2,1���iS 2 2� � ' 44 AW ON ` .... �zn lot A rfi r t2�U�7�tt��Stft tt�i 1 �a11 r�jt}�s £�� 2 i�iS � '� tib c =S .t'', 7�� ' NOW r'A � 17 r _{ w y From: Andre LaBauve To: Shutt.Thuv Subject: PBCHA Auction-Successful Bid Date: Wednesday,September 15,20213:50:12 PM Attachments: Wire Instructions TX-Safe Escrow-obcha.cdf Importance: High Good Afternoon Ms.Shutt, Congratulations on your winning bid for Property#18-404 NW 12th Avenue,Boynton Beach,FL 33435. Buyer's Contract Escrow Bid Price Premium Price Deposit $66,000.00 $6,600.00 1 $72,600.00 $7,260.00 Your contract will be coming from Paul Fisher via DocuSign. $7,260.00 Escrow Deposit(10%of your total Contract Price).Please reference the Name on the Contract,the Address(es)of the property and Title Experts on your wire transfer.Once your wire has been confirmed by the Escrow Agent the hold on your credit card will be released. We thank you for participating in the Auction and look forward to a successful closing! Please let me know if you have any questions or need anything additional. Best regards, Andre LaBauve,CFO Fisher Auction Company "Over 50 Years of Continued Success" 2112 East Atlantic Boulevard Pompano Beach,Florida 33062 Direct:754.220.4124 1 Phone:800.331.6620 x4124 Fax:954.782.8143 1 andrern fisherauction.com Disclaimer: This e-mail is intended only for the person addressed.It may contain confidential information and/or privileged material. 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S 4f'f If�3 S ci s s 1�1 .G S CJ W J;? t747 s 4, S o t r F1 { ilJ t' iLr s iG S Se 4> S c a o ;i,r ,n ur s s '` ,J' `s C r' s CA pa.. 4,4 n s W 1V t 4:a t 1 v f+l { co t �1 6'.x._ t 4f7 Yeti W? U t s t { r� ,ra s cL• u. C?.. s m LL {I.r t M. s r•s ti rl �° s Co ls xl� ii 4, s Y° P-. �.° cam•-. s al t _ t s2> w LID 1 f s r G] {IJ SAl S —' y V ti"a S CP a tfi s `L 4 ." IT u sIA C.9 "o. Lr� in —J ea 1 l Lie s IM C&F S� J "�7a n„I s rl s [x s a 1Y]rry S 1 - 7 ..e d1 c T S CUt � - '} s Cil S S S Ln 72 h " kt c•� tt}tr, s- ' r f 9)4aa7�-ty " tt a"1 Mf� r3 da� ar tr Sa S t} { l - I s DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR ,i Realtors" 11 PARTIES: Palm Beach County Housing Authority ("Seller"), 2' and Bovnton Beach Communitv Redevelopment Aaencv ("Buyer"), 3 agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property 4 (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase 5 and any riders and addenda ("Contract"): 6 1. PROPERTY DESCRIPTION: 7° (a) Street address, city, zip: 404 NW 12th Avenue, Boynton Beach 33435 8 (b) Located in: Palm Beach County, Florida. Property Tax ID #: 08-43-45-21-14-000-4140 9' (c) Real Property: The legal description is 10 CHERRY HILLS LT 414 11 12 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 13 attached wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded in Paragraph 1(e) or 14 by other terms of this Contract. 15 (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, 16 17 18 19 20* Other Personal Property items included in this purchase are: None. This is a sale of land only with no 21 improvements and no Personal Property included. 22 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23. (e) The following items are excluded from the purchase: None 24 25 PURCHASE PRICE AND CLOSING 26• 2. PURCHASE PRICE (U.S. currency):.......................... ......................................................i__......... $ 72,600 27` (a) Initial deposit to be held in escrow in the amount of(checks subject to COLLECTION) .......$ 7,260 28 The initial deposit made payable and delivered to "Escrow Agent" named below 29" (CHECK ONE): (i) E]accompanies offer or (ii) [x is to be made within 24 hr (if left(*Deposit due 24hrs.from receipt"rContract) 30 blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN 31 OPTION (ii) SHALL BE DEEMED SELECTED. 32' Escrow Agent Information: Name: Title Xperts, LLC 33` Address: 560 Village Boulevard, Suite 140, West Palm Beach, Florida 33409 34. Phone: E-mail: racole@titlexperts.com Fax: 561-510-2295 35* - - 35. (b) Additional deposit to be delivered to Escrow Agent within N/A (if left blank, then 10) 36` days after Effective Date ...........................................................................................................$ 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 38' (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8 ......... None 39' (d) Other: N/A ................ $ 40 (e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire 65 340 41` transfer or other COLLECTED funds ....................................................................................... $ 42 NOTE: For the definition of"COLLECTION" or"COLLECTED" see STANDARD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44 (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 45, See Addendum to Contract , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to 46 Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day 47 the counter-offer is delivered. 48 (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or 49 initialed and delivered this offer or final counter-offer("Effective Date"). 50 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur 51 and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered 52' ("Closing")on See Addendum to Contract ("Closing Date"), at the time established by the Closing Agent. f'DSS r DS Buyer's Initial ' J Page 1 of 12 Seller's Initials FloridaRealtor ._ " ' Bar-ASIS-5x Rev.6/19©2017 Florida Realtors`and The Florida Bar. All rights reserved. Seria[4,016159.900163.1623020 Form Simplicity I DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 i s 53 5. EXTENSION OF CLOSING DATE: 54 55 ) 56 57 58 (b) If an event constituting "Force Majeure" causes services essential for Closing to be unavailable, including the B9 unavailability of utilities or issuance of hazard, wind, flood or homeowners' insurance, Closing Date shall be 60 extended as provided in STANDARD G. 61 6. OCCUPANCY AND POSSESSION: 62 (a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the 63 Property to Buyer free of tenants, occupants and future tenancies. , 64 s 65 If occupancy is to be delivered before Closing, Buyer assumes all risks of 66 loss to the Property from date of occupancy, shall be responsible and liable for maintenance from that date, 67 and shall be deemed to have accepted the Property in its existing condition as of time of taking occupancy. 66' (b) ❑ CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 69 subject to a lease(s)after Closing or is intended to be rented or occupied by third parties beyond Closing, the 70 facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall 71 be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that 72 the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery 73 of written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer 74 shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. .1 do lip ou LLr 75 76 ' 77* 7. ASSIGNABILITY: (CHECK ONE): Buyer ❑may assign and thereby be released from any further liability under 78' this Contract; FN] may assign but not be released from liability under this Contract; or ❑may not assign this 79 Contract. ea FINANCING 81 8. FINANCING: r 82' ❑Q (a) Buyer will pay cash for the purchase of the Property at Closing. There is no financing contingency to Buyer's 83 obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer acknowledges 84 that any terms and conditions imposed by Buyer's lender(s) or by CFPB Requirements shall not affect or extend 85 the Buyer's obligation to close or otherwise affect any terms or conditions of this Contract. 86' log 11 opm 87' NIA (describe) loan within 141A (if left blank, then 30) days after Effective Date ("Loan vat ea* Period") for (CHECK ONE):❑fixed,❑adjustable,❑fixed or adjustable rate in the Loan Amount (Se ragraph 89' 2(c)), at an initial interest rate not to exceed N/A % (if left blank, then prevailing rate bas pon Buyer's so' creditworthiness), and for a term of N/A (if left blank, then 30)years("Financing"). 91" (i) Buyer shall make mortgage loan application for the Financing within NIA blank, then 5) days 92 after Effective Date and use good faith and diligent effort to obtain approval of a loa sting the Financing terms 93 ("Loan Approval") and thereafter to close this Contract. Loan Approval which re a condition related to the sale 94 by Buyer of other property shall not be deemed Loan Approval for purpose is subparagraph. 95 Buyer's failure to use diligent effort to obtain Loan Approval during t oan Approval Period shall be considered a !_ 96 default under the terms of this Contract. For purposes of this sion, "diligent effort" includes, but is not limited 97 to, timely furnishing all documents and information and ng of all fees and charges requested by Buyer's s8 mortgage broker and lender in connection with Buyer's gage loan application. 99 (ii) Buyer shall keep Seller and Broker full ' rmed about the status of Buyer's mortgage loan application, 100 Loan Approval, and loan processing and autopfFs Buyer's mortgage broker, lender, and Closing Agent to disclose 101 such status and progress, and relea reliminary and finally executed closing disclosures and settlement int statements, to Seller and Broker. 183 (iii) Upon Buyer obtainin In Approval, Buyer shall promptly deliver written notice of such approval to Seller. 104 (iv) If Buyer is unabl obtain Loan Approval after the exercise of diligent effort, then at any time prior to 105 expiration of the Loa proval Period, Buyer may provide written notice to Seller stating that Buyer has been 106 unable to obtain Approval and has elected to either: 107 (1)w can Approval, in which event this Contract will continue as if Loan Approval had been obtained; or 106 ( Ds LE Buyer's Initial ' J Page 2 of 12 Seller's Initials FloridaRealtor - Sar-ASIS-5x Rey.6119©2017 Florida Realtorst,and The Florida Bar. All rights reserved. Sedalft:032208.000162-8636670Form ;-., Simplicity I DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 n i E i, 109 110 expiration of the Loan Approval Period, then Loan Approval shall be deemed waived, in which event ntract 111 will continue as if Loan Approval had been obtained, provided however, Seller may elect to terp his Contract i 112 by delivering written notice to Buyer within 3 days after expiration of the Loan Approval ', 113 (vi) If this Contract is timely terminated as provided by Paragraph 8(b)(iv) , above, and Buyer is not in i, 11a default under the terms of this Contract, Buyer shall be refunded the D ereby releasing Buyer and Seller `' 115 from all further obligations under this Contract. 116 (vii) If Loan Approval has been obtained, or deeme ve been obtained, as provided above, and Buyer ' 117 fails to close this Contract, then the Deposit shall Id to Seller unless failure to close is due to: (1) Seller's 118 default or inability to satisfy other contingent' is Contract; (2) Property related conditions of the Loan Approval 119 have not been met (except when suc ltions are waived by other provisions of this Contract); or(3) appraisal 120 of the Property obtained by B ender is insufficient to meet terms of the Loan Approval, in which event(s)the 121 Buyer shall be refund eposit, thereby releasing Buyer and Seller from all further obligations under this 122 Contract. 123' ❑(c) ion of existing mortgage(see rider for terms). 124` 125 CLOSING COSTS, Z=EES AND CHARGES 126 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 127 (a) COSTS TO BE PAID BY SELLER: 128 • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees 129 • Recording and other fees needed to cure title 130 • Seller's attorneys'fess 131" •Municipal lien search (if Paragraph 9(c)(i)or(iii) is checked) •Other: See Addendum to Contract 132 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 133 a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at 134 Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay 135 such actual costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 136 (b) COSTS TO BE PAID BY BUYER: 137 • Taxes and recording fees on notes and mortgages • Loan expenses 138 • Recording fees for deed and financing statements •Appraisal fees 139 • Owner's Policy and Charges(if Paragraph 9(c)(ii) is checked) • Buyer's Inspections 140 • Survey (and elevation certification, if required) • Buyer's attorneys'fees 141 • Lender's title policy and endorsements •All property related insurance 142 • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph 143 •Municipal lien search (if Paragraph 9(c)(ii) is checked) 9 (c)(iii) is checked.) i 144• •Other: See Addendum to Contract 145• (c) TITLE EVIDENCE AND INSURANCE: At least (if left blank, then 15, or if Paragraph 8(a) is checked, 146 then 5) days prior to Closing Date ("Title Evidence Deadline"), a title insurance commitment issued by a Florida 147 licensed title insurer, with legible copies of instruments listed as exceptions attached thereto ("Title 148 Commitment") and, after Closing, an owner's policy of title insurance (see STANDARD A for terms) shall be 149 obtained and delivered to Buyer. Iso . The owner's title policy 151 premium, title search and closing services (collectively, "Owner's Policy and Charges") shall be paid, as set 152 forth below. The title insurance premium charges for the owner's policy and any lender's policy will be calculated 153 and allocated in accordance with Florida law, but may be reported differently on certain federally mandated 154 closing disclosures and other closing documents. For purposes of this Contract"municipal lien search" means a 155 search of records necessary for the owner's policy of title insurance to be issued without exception for unrecorded 156 liens imposed pursuant to Chapters 159 or 174, F.S., in favor of any governmental body, authority or agency, 157 (CHECK ONE): issue 158* x❑ (i) Seller shall designate Closing Agent and pwpW Owner's Policy and Buyer shall pay the 159 premium for Buyer's lender's*policy and charges P2 mons! -poise-fleas smaing to 160 endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other 161 *and owner's title 162• ❑ (ii) Buyer shall designate Closing Agent and pay for Owner's Policy and Charges and charges for closing 163 services related to Buyer's lender's policy, endorsements and loan closing; or DS DS Buyer's Initials Page 3 of 12 Seller's Initials FloridaReallors � ar-ASIS-5x Rev.6/19 Q 2017 Florida Realtors and The Florida Bar, All rights reserved. SedaW 032208-DO0162.0636570 Form 0 5lmpltcity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 x 164• ❑ (iii) [MIAMI-DAD EIBROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner's policy 165 of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title evidence, 166 which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; and (C) 167 municipal lien search. Buyer shall obtain and pay for post-Closing continuation and premium for Buyer's owner's 168' policy, and if applicable, Buyer's lender's policy. Seller shall not be obligated to pay more than $ 169 (if left blank, then $200.00)for abstract continuation or title search ordered or performed by Closing Agent. 170 (d) SURVEY: On or before Title Evidence Deadline, Buyer may, at Buyer's expense, have the Real Prop y 171 surveyed and certified by a registered Florida surveyor ("Survey"). 10 hes mI 172 173' 174` 175UU111-Irr ME 6 176 177 (f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body 178 ("public body"does not include a Condominium or Homeowner's Association)that are certified, confirmed and 179 ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an [ Iso improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 181 imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 162 be paid in installments (CHECK ONE): 183* ❑x (a) Seller shall pay installments due prior to Closing and Buyer shall pay installrhents due after Closing. 184 Installments prepaid or due for the year of Closing shall be prorated. 185• ❑(b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. 186 IF NEITHER BOX IS CHECKED, THI=N OPTION (a) SHALL BE DEEMED SELECTED. ' 187 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district ' 188 (CDD) pursuant to Chapter 190,F'.S., which lien shall be prorated pursuant to STANDARD K. ' 189 DISCLOSURES 190 10. DISCLOSURES: ,! 191 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in i 192 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 193 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding 194 radon and radon testing may be obtained from your county health department. 195 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 196 does not know of any improvements made to the Property which were made without required permits or made 197 pursuant to permits which have not been properly closed. If Seller identifies permits which have not been 19a properly closed or improvements which were not permitted, then Seller shall promptly deliver to Buyer all plans, 199 written documentation or other information in Seller's possession, knowledge, or control relating to 200 improvements to the Property which are the subject of such open permits or unpermitted improvements. 201 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or 202 desires additional information regarding mold, Buyer should contact an appropriate professional. 203 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 204 zone the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to 205 improving the Property and rebuilding in the event of casualty. ens 1@000!81 lie'AID "Aammah slid 207 r 208 e 209 210" 211 r 212 213 The National Flood Insurance Program may assess additional fees or adjust premiums 214 for pre-Flood Insurance Rate Map (pre-FIRM) non-primary structures (residential structures in which the insured 216 or spouse does not reside for at least 50% of the year) and an elevation certificate may be required for actuarial 216 rating. 217 (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure 218 required by Section 553.996, F.S. DS r DS Buyer's Initial Page 4 of 12 Seller's Initials FioridaReattors _- '' Bar-ASIS-5x Rev.6119 0 2017 Florida Realtors®and The Florida Sar. All rights reserved. Serial0:0322W000162.8636670 Form 5lmplicity s DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 6 219 (f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 220 mandatory. ' 221 (g) HOMEOWNERS' ASSOC IATIONICOMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 222 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' i 223 ASSOCIATIONICOMMUNITY DISCLOSURE, IF APPLICABLE. 224 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 225 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO 226 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 227 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER i 226 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 229 COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 230 (i) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Seller shall inform Buyer in writing if 231 Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer " 232 and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing, if Seller 233 is not a "foreign person", Seller can provide Buyer, at or prior to Closing, a certification of non-foreign status, 234 under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD 235 V for further information pertaining to FIRPTA. Buyer and Seller are advised to seek legal counsel and tax 236 advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to 237 FIRPTA. 236 Q) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are 239 not readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding 240 sentence, Seller extends and intends no warranty and makes no representation of any type, either express or 241 implied, as to the physical condition or history of the Property. Except as otherwise disclosed in writing Seller 242 has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected 243 building, environmental or safety code violation. i 244 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 245 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 246 Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS 247 IS Maintenance Requirement"), 246 12. PROPERTY INSPECTION; RIGHT TO CANCEL: Intentional) omittedr 249" 250days after Effective Date ("Inspection Period") within which to have such Inspections Property ., 251 performed as Buyer shall desire during the Inspection Period If Buyer defer , in Buyer's sole E, 252 discretion, that the Property is not acceptable to Buyer, Buyer may term) 1s Contract by delivering 253 written notice of such election to Seller prior to expiration pection Period. If Buyer timely 254 terminates this Contract, the Deposit paid shall be return uyer, thereupon, Buyer and Seller shall I 255 be released of all further obligations under this act, however, Buyer shall be responsible for 256 prompt payment for such Inspections, for r of damage to, and restoration of, the Property resulting 257 from such inspections, and shall ppikoeTeller with paid receipts for all work done on the Property(the 258 preceding provision shall a termination of this Contract). Unless Buyer exercises the right to 259 terminate granted uyer accepts the physical condition of the Property and any violation of 260 government ing, environmental, and safety codes, restrictions, or requirements, but subject to 261 Selle ' inuing AS 1S Maintenance Requirement, and Buyer shall be responsible for any and all 282 €r 263 ( r i 264 giii 265 is 266 G 267 266 (C) tion 269 spa 19 iftNIANOMPOP, is, S, 270 , 271 s a prom y 272 273 Z Ions, L' _ ar-ASIS-5x EL Buyer's Initials Page 5 of 12 Seller's In€tials FlorldaRealtorRev-6/10©2017 Florida Realtorsd,and The Florida Bar. All rights reserved. SadalH:032208.080762.8336570 Form Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 274 pall in 275 O 276 277 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and 278 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 279 to Buyer. 260 ESCROW AGENT AND BROKER 281 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds 282 and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 283 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 284 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting 285 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may 28B take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties or 287 liabilities under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until 288 the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine 289 the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the 290 dispute. An attorney who represents a party and also acts as Agent may represent such party in such action. Upon 291 notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the 292 extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will 293 comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through 294 mediation, arbitration, interpleader or an escrow disbursement order. 295 In any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 296 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 297 attorney's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent 298 shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to 299 Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or 300 termination of this Contract. 301 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 302 square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 303 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 304 and the transaction contemplated by this Contract. Broker represents to Buyer that"Broker does not reside on the 305 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 306 public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 307 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 308 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 309 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the 'Indemnifying Party") each 310 individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and 311 employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney's fees at 312 all levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection with 313 or arising from claims, demands or causes of action instituted by Buyer or Seller based on; (i) inaccuracy of 314 information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 315 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task 316 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, 317 recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services 318 provided by any such vendor for, or on behalf of, Indemnifying Party; and (v)expenses incurred by any such vendor. 319 Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors and 320 paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve 321 Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Broker 322 will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 323 DEFAULT AND DISPUTE RESOLUTION 324 15. DEFAULT: 325 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, 326 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit 327 for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and 328 in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under DS EL Buyer's InitialsPage 6 of 12 Seller's Initials FtoridaRealtors " � ar-ASIS-5x Rev.6119 O 2017 Florida Realtors®and The Florida Bar. All rights reserved. Sodau+;032208.000162.8636670'Form Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 E t 329 this Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's 330 rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall 331 be split equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker's share 332 shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. ! 333 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after 334 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, 335 Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting 336 from Seller's breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 337 performance. 338 This Paragraph 15 shall survive Closing or termination of this Contract. 339 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 340 Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute")will be settled 341 as follows: 342 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 343 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 344 16(b). i; 345 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 346 Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the"Mediation Rules"). 347 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 348 sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 ' 349 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 350 16 shall survive Closing or termination of this Contract. *See Addendum to Contract 351 17. ATTORNEY'S FEES; COSTS:The parties will split equally any mediation fee incurred in any mediation permitted 352 by this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 353 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover 354 from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting the 355 litigation, This Paragraph 17 shall survive Closing or termination of this Contract. 356 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 357 18. STANDARDS: i 356 A. TITLE: 1 359 s s 360 Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached the shall 361 be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be dischar y Seller at 362 or before Closing and shall provide that, upon recording of the deed to Buyer, an owner's poli title insurance 363 in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable t' the Real Property, 364 subject only to the following matters: (a) comprehensive land use plans, zoning, an er land use restrictions, 365 prohibitions and requirements imposed by governmental authority; (b) restrictio nd matters appearing on the 366 Plat or otherwise common to the subdivision; (c) outstanding oil, gas and ' ral rights of record without right of 367 entry; (d) unplatted public utility easements of record (located contigu o real property lines and not more than 368 10 feet in width as to rear or front lines and 7 112 feet in width a ide lines); (e) taxes for year of Closing and 369 subsequent years; and (f) assumed mortgages and purchas ney mortgages, if any (if additional items, attach 370 addendum); provided, that, none prevent use of Propert ESIDENTIAL PURPOSES. If there exists at Closing 371 any violation of items identified in (b)—(f)above, th a same shall be deemed a title defect. Marketable title shall 372 be determined according to applicable Title St rds adopted by authority of The Florida Bar and in accordance 373 with law. 374 (ii) TITLE EXAMINATION: Buyer sh ave 5 days after receipt of Title Commitment to examine it and notify Seller 375 in writing specifying defects}, if that render title unmarketable. If Seller provides Title Commitment and it is 376 delivered to Buyer less tha ays prior to Closing Date, Buyer may extend Closing for up to 5 days after date of 377 receipt to examine sa n accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") after 378 receipt of Buyer's ce to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer 379 shall be dee to have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver i 380 writtel a to Buyer(with proof of cure acceptable to Buyer and Buyer's attorney) and the parties will close this 381 Co Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If 362 , d, L' '' DS Buyer's Initials Page 7 of 12 Seller's Initials FloridaRealtorsar-ASIS-5x Rev,6119©2017 Florida Realtors"and The Florida Bar. All rights reserved. SerialN:032208.000162.8536670Form ' Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 s s z STANDARDS FOR REAL. ESTATE TRANSACTIONS ("STANDARDS")CONTINUED E, 363 h 384 Seller shall continue to use reasonable diligent effort to remove or cure the defec Cure Period"); or 386 (b) electing to accept title with existing defects and close this Con sing Date (or if Closing Date has 386 passed, within the earlier of 10 days after end of Exte eriod or Buyer's receipt of Seller's notice), or(c) 387 electing to terminate this Contract and r and of the Deposit, thereby releasing Buyer and Seller from all 388 further obligations under If after reasonable diligent effort, Seller is unable to timely cure defects, and 389 Buyer do a defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit, ` 3130 391 397 encroach on setback lines, easements, or lands of others, or violate any rest ri ants, or applicable 393 governmental regulations described in STANDARD A (i)(a), (b) or yer shall deliver written notice of j 394 such matters, together with a copy of Survey, to Selle ays after Buyer's receipt of Survey, but no later 395 than Closing. If Buyer timely delivers su Survey to Seller, such matters identified in the notice and 398 Survey shall constitute a sect to cure obligations of STANDARD A above. If Seller has delivered a 397 prior surve , at Buyer's request, execute an affidavit of "no change" to the Real Property since the 398 399 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 400 the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. { 401 D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 402 tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 403 deposits paid by tenant(s)or occupant(s)("Estop pel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s) 404 the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit 406 and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 406 Seller's affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to Paragraph 407 6, or if ten ant(s)loccupant(s) fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller 408 within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating this 409 Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under 410 this Contract. Seiler shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller's obligations 411 thereunder. 412 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing 413 statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or I 414 repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been 415 improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 416 general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth 417 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges 418 for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been 419 paid or will be paid at Closing. 420 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. Other 421 than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates 422 specified in this Contract,whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur 423 on a Saturday, Sunday, or a national legal holiday(see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the Property 424 is located)of the next business day. 425 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 426 liable to each other for damages so long as performance or non-performance of the obligation, or the availability of 427 services, insurance or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force 428 Majeure. "Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, 429 unusual transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent 430 effort, the non-performing party is unable in whole or in part to prevent or overcome. All time periods, including 431 Closing Date, will be extended a reasonable time up to 7 days after the Force Majeure no longer prevents 432 performance under this Contract, provided, however, if such Force Majeure continues to prevent performance under 433 this Contract more than 30 days beyond Closing Date, then either party may terminate this Contract by delivering 434 written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 435 further obligations under this Contract. 436 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, 437 personal representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters 438 described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be f DSS DS Buyer's Initials ' J Page 8 of 12 Seller's Inilials Florida Realtors ar-ASIS-5x Rev.6119 c0 2017 Florida Realtorso and The Florida Bar. All rights reserved. Sedalq;032206.000162-8636670Form �' Simplicity i DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 t s STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS")CONTINUED 439 transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in this 440 Contract. 441 I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 442 (i) LOCATION: Closing will be conducted by the attorney or other closing agent ("Closing Agent") designated by 443 the party paying for the owner's policy of title insurance and will take place in the county where the Real Property 444 is located at the office of the Closing Agent, or at such other location agreed to by the parties. If there is no title 445 insurance, Seller will designate Closing Agent. Closing may be conducted by mail, overnight courier, or electronic 446 means. 447 (ii) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of 448 sale, certificate(s)of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), 449 owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid 450 receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable, ' 451 the survey, flood elevation certification, and documents required by Buyer's lender. t 452 (iii) FInCEN GTO NOTICE. If Closing Agent is required to comply with the U.S. Treasury Department's 453 Financial Crimes Enforcement Network ("FMCEN") Geographic Targeting Orders ("GTOs"), then Buyer 454 shall provide Closing Agent with the information related to Buyer and the transaction contemplated by this 455 Contract that is required to complete IRS Form 8300, and Buyer consents to Closing Agent's collection and 456 report of said information to IRS. 457 (iv) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 456 provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 454 procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all 460 closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 461 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 1i i 462 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 463 escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent 464 for a period of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of 465 Buyer, Buyer shall,within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from 466 date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all 467 Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, 466 simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re- 469 convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand 470 for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect 471 except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 472 K. PRORATIONS; CREDITS: The following recurring items will be made current(if applicable)and prorated as of 473 the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 474 (including special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents 475 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, 476 in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required 477 by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited 478 to Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated based on 479 current year's tax. If Closing occurs on a date when current year's miilage is not fixed but current year's assessment 460 is available, taxes will be prorated based upon such assessment and prior year's miilage. If current year's 481 assessment is not available, then taxes will be prorated on prior year's tax. If there are completed improvements 482 on the Real Property by January 1st of year of Closing, which improvements were not in existence on January 181 483 of prior year, then taxes shall be prorated based upon prior year's miilage and at an equitable assessment to be 484 agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 485 informal assessment taking into account available exemptions. In all cases, due allowance shall be made for the 486 maximum allowable discounts and applicable homestead and other exemptions. A tax proration based on an 487 estimate shall, at either party's request, be readjusted upon receipt of current year's tax bill. This STANDARD K 488 shall survive Closing. 489 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 490 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 491 including a walk-through (or follow-up walk-through if necessary) prior to Closing. 492 M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 493 ("Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 494 exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 495 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated DSS DS Buyer's Initials J Wage 9 of 12 Seller's Initials Florida Rea ctorfs - _ASIS-5x Rev.6119©2017 Florida Realtorso,and The Florida Bar. All rights reserved, Sedafll:032208.000162.8538670For m ` Simplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 i l STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 496 cost to complete restoration (not to exceed 1.5% of Purchase Price)will be escrowed at Closing. If actual cost of 497 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 498 Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 499 Purchase Price, Buyer shall elect to either take Property "as is"together with the 1.5%, or receive a refund of the 50o Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation 501 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 502 N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 503 Closing or deferred)under Section 1031 of the Internal Revenue Code("Exchange"), the other party shall cooperate 504 in all reasonable respects to effectuate the Exchange, including execution of documents, provided, however, 505 cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent i 506 upon, nor extended or delayed by, such Exchange. 507 0. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 508 EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall 509 be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever 510 the context permits, singular shall include plural and one gender shall include all. Notice and delivery given by or to 511 the attorney or broker (including such broker's real estate licensee) representing any party shall be as effective as 512 if given by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic 513 (including "pdf') media. A facsimile or electronic (including "pdf')copy of this Contract and any signatures hereon 514 shall be considered for all purposes as an original. This Contract may be executed by use of electronic signatures, 515 as determined by Florida's Electronic Signature Act and other applicable laws. f 516 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 517 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 518 representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change 519 in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended 520 to be bound by it. 521 Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 522 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 523 rights. 1` 524 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 525 or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 526 S. COLLECTION or COLLECTED: "COLLECTION" or "COLLECTED" means any checks tendered or 527 received, including Deposits, have become actually and finally collected and deposited in the account of Sze Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 520 may be delayed by Closing Agent until such amounts have been COLLECTED in Closing Agent's accounts. 530 T. RESERVED. 531 U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 532 of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 533 county where the Real Property is located. 534 V. FIRPTA TAX WITHHOLDING: If a seller of U.S. real property is a "foreign person" as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code ("Code") requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a "foreign person". Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller is not a foreign person and containing Seller's name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at Buyer's option, either(a) timely remit the withheld funds to the IRS or(b) place the funds in 552 escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the f'DSS DS Buyer's Initials ' J Page 10 of 12 Seller's initials FlorldaRealtors ' ' ar-ASIS-5x Rev.6I19 O 2017 Florida Realtorse and The Florida Bar. All rights reserved. Sesialk:032209-000162.8536670 Form - 5implicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 STANDARDS FOR REAL ESTATE TRANSACTIONS("STANDARDS")CONTINUED 553 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for c 558 disbursement in accordance with the final determination of the IRS, as applicable. 559 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 560 8288 and 8288-A, as filed. 561 W. RESERVED 562 X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller 563 and against any real estate licensee involved in the negotiation of this Contract for any damage or defects 564 pertaining to the physical condition of the Property that may exist at Closing of this Contract and be 565 subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This 566 provision does not relieve Seller's obligation to comply with Paragraph 10U). This Standard X shall survive 567 Closing. 568 ADDENDA AND ADDITIONAL TERMS 569• 19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this 570 Contract(Check if applicable): F] A. Condominium Rider ❑ K. RESERVED E] T. Pre-Closing Occupancy ❑ B. Homeowners'Assn. ❑ L. RESERVED ❑ U. Post-Closing Occupancy ❑ C. Seller Financing ❑ M. Defective Drywall ❑ V. Sale of Buyer's Property ❑ D. Mortgage Assumption ❑ N. Coastal Construction Control ❑ W. Back-up Contract ❑ E. FHANA Financing Line ❑ X. Kick-out Clause Y ❑ F. Appraisal Contingency F1 0. Insulation Disclosure ❑ Y. Seller's Attorney Approval ❑ G. Short Sale ❑ P. Lead Paint Disclosure (Pre-1978) ❑ Z. Buyer's Attorney Approval ❑ H. Homeowners/Flood Ins. ❑ Q. Housing for Older Persons ❑ AA. Licensee Property Interest ri ❑ I. RESERVED ❑ R. Rezoning ❑ BB. Binding Arbitration ❑ J. Interest-Bearing Acct. E] S. Lease Purchase/Lease Option E] CC. Miami-Dade County Special Taxing District Disclosure 3, ❑ Other: 571' 20. ADDITIONAL TERMS: See Addendum attached hereto and incorporated herein by reference. 572 573 574 575 576 577 578 579 580 589 582 583 584 565 586 587 568 COUNTER-OFFER/REJECTION 589* ❑ Seller counters Buyer's offer(to accept the counter-offer, Buyer must sign or initial the counter-offered terms and Soo deliver a copy of the acceptance to Seller). 591• ❑Sets Buyer's offer. / gypps Buyer's Initials Pagel 1 of 12 Seller's Initials CJ FloridaRealtors ar ASIS-5x Rev.6119©2017 Florida Realtors®and The Florida Bar. All rights reserved. Serial8:032208.000482-8636870 ®Form DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 1 592 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 593 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. IF 59APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. a THIS FORM HAS BEEN A 595 Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the 596 terms and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and 597 conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all 598 interested persons. 599 AN ASTERISK (*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK 600 TO BE COMPLETED. DocuSigned by: Y 9/15/2021 i 601' Buyer: Date: 12A74335OE6C404... 6D2' Buyer: Date: 603' Seller: Date: 9/19/2021 355F6DF34BEE46C... boa• Seller: Date: 605 Buyer's address for purposes of notice Seller's address for purposes of notice 606• Boynton Beach Community Redevelopment A enc Palm Beach County Housing Authority 607• 100 E. Ocean Ave., 4th Floor 3432 West 45th Street 608, Boynton Beach, FL 33435 West Palm Beach, Florida 33407 609 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers 610 entitled to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct 611 Closing Agent to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage 612 agreements with the parties and cooperative agreements between the Brokers, except to the extent Broker has 613 retained such fees from the escrowed funds. This Contract shall not modify any MLS or other offer of compensation 619 made by Seller or Listing Broker to Cooperating Brokers. 615, N/A Fisher Auction Company 616 Cooperating Sales Associate, if any Listing Sales Associate I 617' N/A Lamar Fisher 618 Cooperating Broker, if any Listing Broker DAIS Buyer's Initials Page 12 of 12 Seller's Initials Florida ReallorslFloridaBar-ASIS-5x Rev.6119 02017 Florida Realtors&and The Florida Bar. All rights reserved. 8001:032208.000162.6636670 Form 5lmplicity DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 Addendum to "AS IS" Residential Contract For Sale and Purchase 1. Auction Process This Addendum is based upon vacant land (the "Property") being sold at auction pursuant to the terms of those certain General Terms and Conditions of Sale which have been made available within the Online Bidder Registration Instructions Package and are incorporated herein as reference as Exhibit"B". And as such, the additional provisions of this Addendum set forth below, shall be incorporated and made a part of that"AS IS" Residential Contract For Sale and Purchase herein after referred to as "Contract." It is understood and agreed that the purpose of the Auction is to sell the Property(ies)to the highest bidder(s)at the Auction, under terms and conditions set forth at the Auction and this Contract. If there is any conflict between this Addendum and any of the terms or provisions of the Contract, the terms and provisions of this Addendum shall prevail. 2. Sale is "AS IS" THE SALE OF THE PROPERTY IS AND WILL BE MADE ON AN "AS IS" "WHERE IS" "WITH ALL FAULTS" BASIS AND BASED UPON THE PROPERTY'S PRESENT CONDITION, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS), INCLUDING, BUT NOT LIMITED TO (i)ANY IMPLIED WARRANTIES OF HABITABILITY, GOOD, FAIR OR ADEQUATE CONDITION OR REPAIR OR GOOD, WORKMANLIKE CONSTRUCTION, AND (ii)ANY REPRESENTATION OR WARRANTY CONCERNING THE PHYSICAL, ENVIRONMENTAL, OR FINANCIAL CONDITION OF THE PROPERTY OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART HEREOF. In addition to and without limiting the generality of the foregoing sentence, except as otherwise expressly set forth in this Agreement and in the Closing documents, Seller makes no representation or warranty of any kind whatsoever as to (i)the nature or condition of the soils on the Property; (ii)the drainage of or relating to the Property; (iii)the condition or repair of the Property; (iv)the nature or suitability to Buyer of any zoning, land use, Master Plan designation, Property use, plan classification, or existing governmental permits, licenses or approvals; (v)any test, report or similar assessment of the Property generated by a third party vendor not a party to this Agreement; (vi)the financial position or net operating income of the property, including the revenues and expenses thereof; or(vii)the presence or absence of any hazardous or toxic substances or materials, wastes, pollutants, mold, contaminants, oil or petroleum products or tanks on, under or within the Property or within watercourse or body of water near the Property or any violation of building, health or environmental laws and regulations. Buyer represents, warrants and agrees that Buyer has been provided a full and fair opportunity to complete all physical, environmental, legal, financial and other examinations relating to the acquisition of the Property hereunder before Buyer's execution of Contract and Buyer acknowledges that it will acquire the Property solely on the basis of such examinations, the express terms and conditions of this Agreement, the special warranties of title contained in the General Warranty Deed and the title insurance protection afforded by the owner's policy of title insurance issued in connection with the transaction. Buyer hereby agrees and confirms that Buyer completed all inspections of the Property deemed necessary by Buyer including but not limited to liens, open permits, municipal violations, violations of building and environmental rules and regulations, books and/or records affecting the Property and survey (including flood elevation). Buyer shall indemnify Seller for any and against all liability, including, but not limited to, bodily injury or damage to Property (including the Property itself) arising out of Buyer's inspections of the Property. Buyer shall also indemnify Seller for liens, claims or liability which may be filed or DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 result against the Property by persons or entities employed or contracted by Buyer to perform inspections of the Property. This indemnity shall survive termination of this Agreement. During the inspection of the Property prior to execution of Contract, Buyer had the Property surveyed or waived the right to survey the Property. Buyer agrees hereby to accept the Property for Closing notwithstanding any encroachments on the Property, specifically encroachments on setbacks lines, easements or lands of others. Any survey objection shall be deemed a Permitted Exception to Title. Buyer has procured an elevation certificate and verified the flood zone applicable to Property and hereby accepts the flood designation of the Property for all purposes of this Contract. 3. Execution of Contract The Successful Bidder shall be required to execute the Contract and Addenda within (24) hours of his/her receipt of such documents. The "Total Purchase Price" shall be the Successful Bid plus 10% (Buyer's Premium)of such Successful Bid. The sale of the Property to the Highest and Successful Bidder is subject to the Seller's final approval and acceptance of price. 4. Deposit An Escrow Deposit equal to 10% of the Total Purchase Price is due within twenty-four(24) hours from receipt of the Contract. The Escrow Deposit must be sent via Federal wire transfer to Title Xperts, LLC ("Escrow/Settlement Agent"). 5. No Contingencies The Contract is not contingent upon any matters of any kind including financing or post due diligence. 6. Closing Costs Seller shall cause an ALTA standard Title Commitment and Owner's Title Insurance Policy in an amount equal to the Total Purchase Price to be furnished to the Buyer, at the Buyer's expense. The Commitment and Owner's Title Insurance Policy shall be issued by the Escrow Agent from either Fidelity National Title Insurance Company or Westcor Land Title Insurance Company. It is understood and agreed that fee simple title to the Property is being sold to the Buyer without representation or warranty and subject to the Permitted Exceptions. The Property is sold free and clear of all liens, claims, encumbrances and other interests including any back real estate taxes owed. 7. Closing Closing shall occur on or before (45)calendar days from the date the Contract was fully executed by both Buyer and Seller. The Buyer shall pay the Total Purchase Price at Closing by wire transfer of immediately available funds. 8. Brokers Each party warrants to the other that no broker or finder other than Fisher Auction Company and Buyer's Qualifying Licensed Real Estate Agent, if applicable (the"Broker") has been engaged or consulted by the warranting party or any affiliated person or entity of such party or is in any way entitled to compensation as a consequence of the sale of the Property to Purchaser. It shall be the obligation of the Seller to pay the Broker a real estate commission in such amounts and upon such terms as agreed upon between Seller and Broker pursuant to a separate agreement. Each party hereby indemnifies, defends and holds the other party harmless from any loss, cost (including reasonable attorneys'fees), damage, claim, DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 demand or liability for any such commission or fee incurred by the indemnified party and arising by, through or under the indemnifying party. 9. Misc. When executed by Seller and Buyer, this Contract shall be binding on all parties, their heirs, personal representatives, successors and assigns. If Buyer fails to perform under this Contract, then, as Sellers' sole and exclusive remedy under this Contract, the Escrow Agent is hereby irrevocably immediately directed and instructed that the Escrow Deposit shall be forfeited and paid over to Seller as agreed liquidated damages in order to compensate Seller for the damages caused by such breach and not as a penalty. In the event any litigation arises under this Contract, the prevailing party shall be entitled to recover from the non-prevailing party all of their reasonable attorney's fees, court costs, and expenses, including those incurred on appeal. The provisions of this section shall survive closing or earlier termination of this Contract. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS CONTRACT. If any provision of this Contract is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Contract and the remaining provisions of this Contract shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Contract. Gt; cu ��0 Date:Signed by: Buyer: � 9/15/2021 12A743350E6C464... Palm Beach County Housing Authority F�;b usigned by: Seller: 161,t.t,S—ab f Date: 9/19/2021 Y: 355F6DF34BEE46C... DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 "EXHIBIT B" GENERAL TERMS AND CONDITIONS OF SALE Please review this document("Terms and Conditions")carefully.In order to be eligible to bid on the Properties,a Bidder must sign their Acknowledgment and Acceptance of these General Terms and Conditions of Sale. 1. START/END DATES AND TIMES: The Online Real Estate Auction("Online Auction"or"Auction")will begin at 10:00 AM Eastern Time on Tuesday,September 14tH 2021 and begin concluding at 10:00 AM Eastern Time, on Wednesday,September 15th,2021 with one (1) lot closing every five (5) minutes, subject to any time extensions, on Fisher Auction Company's Online Bidder Application which can be accessed through the Fisher Auction Company website. 2. ONLINE AUCTION REGISTRATION: Registration is required to become a qualified and eligible online bidder("Bidder").To register,a prospective Bidder must: (a)Complete the Online Bidder Registration Form providing Bidder's full name,company name,residence/business addresses with telephone numbers,cellular telephone number,facsimile number,email address,a copy of a State valid driver's license number or a valid passport,and the name(s)and/or entity in which the Bidder will take title to the Property/Properties. (b) Bidders must provide a valid credit card in which a$5,000.00 pre-authorization hold will be placed,before being able to participate in the bidding.This pre-authorization hold will be released at the conclusion of the Auction unless you are the Successful Bidder at which point the pre-authorization hold will be released upon receipt of the escrow deposit(s) by the Escrow Agent. (c) Sign/Date/Time an acknowledgment that the Bidder has read and agrees to be bound by these General Terms and Conditions of Sale. (d)Execute the Online Bidder Contract. (e) Return the required three(3)executed documents to Auctioneer,2112 East Atlantic Boulevard, Pompano Beach,Florida 33062;Facsimile:954.782.8143;Email:info@fisherauction.com no later than 5:00 PM ET Tuesday,September 14th,2021. 3. SUCCESSFUL BID, PURCHASE PRICE (INCLUDES BUYER'S PREMIUM), ESCROW DEPOSIT(S), NON-CONTINENT "AS IS" CONTRACT FOR SALE AND PURCHASE AND ADDENDA: (a) When the Seller accepts the highest bid ("Successful Bid") for a Property, then the Successful Bidder will be required to execute,as Buyer("Buyer")(i)the non-contingent"AS IS"Contract for Sale and Purchase and any and all Addenda("Contract"), which has been previously furnished to Bidder, immediately upon receipt of such documents,with no changes/exceptions (ii) initiate a wire transfer for the Escrow Deposit,which will be 10%of the Total Purchase Price to the Escrow Agent,Title Xperts,LLC.Bidder will have no later than twenty-four(24)hours from receipt of the Contract to execute and return the Contract. If the Successful Bidder does not initiate the wire for the Escrow Deposit(s)as stated above and execute and return the Contract within twenty-four(24) hours from the receipt of such documents,they will be considered in default and the$5,000 credit card hold will be processed and considered as liquidated damages. (b)The amount of(i)the Successful Bid AND(ii)10%of the Successful Bid("Buyer's Premium"),added together,will be the Total Purchase Price("Purchase Price")for the Property to be purchased by the Buyer under the Contract together with closing costs as further provided in the Contract. 4. CLOSINGS AND PAYMENT OF PURCHASE PRICE: (a)The Closings("Closing")will be on or before 45 calendar days from the date the Contract is fully executed by both Buyer and Seller. Seller shall only have the right to extend the Closing for an additional thirty(30)calendar days by providing written notice to the Buyer.The Closing will be coordinated and administered through the offices of the Settlement Agent;Title Xperts, LLC;560 Village Boulevard,Suite 140,West Palm Beach,Florida 33409; Phone:561.510.2294. (b) The remaining balance of the Purchase Price will be due and payable by Buyer at Closing by Federal Wire Transfer of immediately available funds, pursuant to written instructions from the Escrow Agent/Settlement Agent. Buyer shall receive credit for the Escrow Deposit(s), upon clearance, which shall be released from escrow and applied by the Escrow Agent / Settlement Agent towards the Purchase Price at Closing. (c)Time shall be of the essence as to Buyer's obligations in these General Terms and Conditions and as described in the Contract. 5. TITLE INSURANCE and ZONING: (a) Seller, at Buyer's expense, will procure a Title Commitment and Owner's Title Insurance Policy on the Property(ies). The premium for the Owner's Title Policy shall be paid by the Buyer. The Commitment and Owner's Title Insurance Policy shall be issued by the Settlement Agent from either Fidelity National Title Insurance Company or Westcor Land Title Insurance Company. (b)Except as provided for herein,it is understood and agreed that fee simple title to the Property(ies)is being sold to the Buyer(s), free and clear or all liens,without representation or warranty and subject to the Permitted Exceptions. (c)The Seller will convey title by a General Warranty Deed("Deed"). DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 (d)Title to the Property(ies)will be subject to the exceptions set forth in the proposed Commitment("Permitted Exceptions"). Buyer agrees to take title to the Property(ies)subject to the Permitted Exceptions, among other matters as described in these General Terms and Conditions of Sale and in the Contract. (e)Buyer agrees that the Property(ies)are subject to all laws,ordinances,codes,rules and regulations of applicable governmental authorities pertaining to the ownership, use and occupancy of the Property(ies) including, but not limited to, zoning, land use, building codes and agrees to take title subject to such matters, and the following permitted exceptions: (i) all covenants, restrictions,easements and agreements of record now on the Property(ies);(ii)all liens for unpaid municipal charges not yet due; (iii) the state of facts which would be shown by a current survey or inspection of the Property(ies); (iv) any Homeowner's Association Documents/Fees;(v)any matter created by or through Buyer(s);(vi)any title matters which Buyer(s)have accepted or are deemed to have accepted as set forth in the Contract; and (vii) such other matters that will not make the Property(ies) unusable or unmarketable for residential purposes. (f)Seller is not providing to Buyer any surveys of the Property(ies). In the event Buyer desires to obtain a survey a Property(ies), Buyer will be solely responsible to obtain,and pay for,such survey without reducing the proceeds of the Purchase Price payable to Seller at the Closing.Buyer shall not have the right to terminate the Contract based upon the results of the survey. 6. BUYER'SACKNOWLEDGEMENTS: (a)The sale of the Property(ies)is an"All Cash"transaction and shall not be subject to any contingencies,or post due diligence. (b)The Seller,Auctioneer and their representatives,attorneys,agents,and sub-agents,assume no liability for errors or omissions in this or any other property listing or advertising or promotional/publicity statements and materials.The Seller,Auctioneer and their representatives, attorneys, agents and sub-agents, make no representation or guarantee as to the accuracy of the information herein contained or in any other property listing or advertising or promotional/publicity statements and materials. Neither Auctioneer nor the Seller has any obligation to update this information. Neither Auctioneer nor the Seller,their Agents and Sub-Agents,attorneys, Escrow Agent/Settlement Agent, representatives, members, managers or affiliates has any liability whatsoever for any oral or written representations,warranties, or agreements relating to a Property except as is expressly set forth in the Contract. (c)The Property(ies)are sold in its"AS IS AND WHERE IS"condition and with all faults and defects,with no representations or warranties,express or implied. All Bidders are encouraged to inspect the Property(ies) prior to placing any bid at the Online Auction and the Successful Bidder,as Buyer,acknowledges that they have had a reasonable opportunity to inspect and examine all aspects of the Property(ies)and make inquiries of applicable governing authorities pertaining to such matters in connection with the Property(ies) as Buyer has deemed necessary or desirable prior to the Online Auction. Bidders should review all applicable zoning, land use, code compliance, environmental matters, physical condition, and any and all other governmental statutes,ordinances, rules, laws and regulations and do such other due diligence in advance of execution of this document and all of the accompanying documents in connection with the purchase of the Property(ies)("Governing Documents").Please review all Governing Documents carefully,and seek the advice of an attorney. (d)Competitive bidding is an essential element of an Online Auction sale,and such a sale should be conducted fairly and openly with full and free opportunity for competition among bidders.Any conduct,artifice,agreement,or combination the purpose and effect of which is to stifle fair competition and chill the bidding, is against public policy and will cause the sale to be set aside. Collusion/Bid Rigging is a Federal Felony punishable by imprisonment and fine.Auctioneer will report all illegal conduct to the F.B.I.and cooperate with any prosecution. (e)The Properties may be withdrawn from the Online Auction at any time without notice and are subject to prior sale. (f)Seller,in its absolute sole discretion,reserves the right to amend,negotiate,modify,or add any terms and conditions to these General Terms and Conditions of Sale,the Contract and to announce such amendments, modifications,or additional terms and conditions at any time,including during this Online Auction. (g)The highest bid shall be the Successful Bid only if same is acceptable to and accepted by Seller,by and through the Auctioneer via this Online Auction,and as evidenced by Seller and the Successful Bidder,as Buyer,each executing the Contract. (h) Back-up bids will be recorded and received by Seller in Seller's absolute discretion.Should the Property(ies) not close with the Buyer(s)or should the Buyer(s)not comply with any term or condition of any document executed by Buyer(s)in connection with the Property(ies),the Seller will have the option,but not the obligation,to pursue back-up bids. (i)If you are unsure about anything regarding the Property(ies)or the Governing Documents,do not place a bid or participate in the Online Auction. Review of the Governing Documents and all of the terms and conditions as well as a review of the Property(ies) before making any bids is strongly recommended and you will be deemed to have done so on execution of these General Terms and Conditions of Sale. (j) At the close of this Online Auction, upon the acceptance of the Purchaser's bid is an acknowledgment that such bid is the highest bid,at which time it became a binding agreement to purchase the Property(ies).Whether such bid is accepted is subject to this Agreement, including any announcements/notices made by the Auctioneer.Thereafter,you may not withdraw your bid and you are obligated to execute the Contract(s). (k) In the event a conflict exists between the Contract and the General Terms and Conditions of Sale,then, (i) prior to Buyer's execution and delivery of the Contract,the terms of the General Terms and Conditions of Sale shall govern and control and (ii) DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 following Buyer's execution and delivery of the Contract,the terms of the Contract shall govern and control over the General Terms and Conditions of Sale. 7. ANNOUNCEMENTS/NOTICES: All announcements/notices provided to the Bidders shall supersede and take precedence over all previously written or printed material and any other oral statements made; provided however that the Auctioneer shall not be authorized to make any representation or warranty (express or implied) with respect to the Properties. The Auctioneer has the sole and absolute discretion to make any announcements via this Online Auction,including but not limited any announcements that may amend or alter these Online Auction terms,conditions,or procedures that were previously set forth in written materials. In the event of a dispute over the bidding process,the Auctioneer shall make the sole and final decision and will have the right either to accept or reject the final bid or re-open the bidding. 8. DEFAULT: If the Buyer fails to comply with any of these General Terms and Conditions of Sale,the Seller shall retain the required Escrow Deposit(s),which shall be considered fully earned and non-refundable,under this Agreement and/or the Contract as liquidated damages and not as a penalty. The Escrow Agent/Settlement Agent must immediately release the Escrow Deposit(s) upon request of the Seller. Buyer acknowledges and understands that this provision is enforceable and shall not be deemed a penalty because the damages are not readily ascertainable and generally impossible to calculate under the circumstances.Upon Default and notice of same by Seller to Escrow Agent/Settlement Agent,Buyer understands and agrees to the immediate release of the Escrow Deposit(s)funds to the Seller by Escrow Agent/Settlement Agent without the requirement of further documentation or consent from Buyer.Additionally,in the event the Successful Bidder fails to submit the executed Contract(s)and required Escrow Deposit(s)as required by these General Terms and Conditions of Sale,the Successful Bidder authorized the Auctioneer to charge a fee of Five Thousand Dollars($5,000.00)which amount will be charged to the high bidder's credit card.If such charge occurs,a four percent(4%)processing fee will be added to the charge.The Auctioneer and the Seller also reserve the right to immediately put the Property(ies) up for sale again.These remedies are in addition to any other remedies, including specific performance and/or additional money damages that the Seller and/or the Auctioneer may have in equity or at law. 9. REPRESENTATIONS: All information was derived from sources believed to be correct, but is not guaranteed. Bidders shall rely entirely on their own information,judgment,and inspection of the Property(ies)and records. Neither the Seller nor Auctioneer, it's Agents and Sub- Agents makes any representation or warranties as to the accuracy or completeness of any information provided. All sizes, dimensions,drawings are approximations only. 10. BROKER PARTICIPATION: Three Percent(3%)of the Final Bid Price will be paid to a qualified Licensed Real Estate Broker("Broker")whose registered Buyer's offer is accepted by the Seller and closes on the Property, provided the Broker is not prohibited by law from being paid such commission.To qualify for a commission,the Broker must first register their prospect on the MANDATORY REAL ESTATE BUYER BROKER PARTICIPATION REGISTRATION form.The form must be received by the office of Auctioneer no later than 5:00 PM ET, Tuesday,September 141h,2021.This registration MUST be sent to Auctioneer,2112 East Atlantic Boulevard,Pompano Beach,FL 33062. Brokers may fax their broker registration(s) to 954-782-8143 or email to info@fisherauction.com. NO LATE REGISTRATIONS WILL BE ACCEPTED.Commissions will be paid only after closing.Brokers are not required to attend the Closings. If a Broker has not met all of these requirements, no commission will be paid to the Broker, even if the Broker's prospect purchases the Property. No oral registrations will be accepted.Under no circumstances whatsoever will any commission be paid if the sale does not close for any reason. 11.FINAL BID PRICE: The final bid price for the Property(ies)shall be determined by competitive bidding at the Auction.The Property(ies)is being sold to the highest bidder with the highest bid being subject to the Seller's final approval and acceptance of price,plus the ten percent (10%)Buyer's Premium and is subject to the terms and conditions of the Governing Documents. 12.ACKNOWLEDGMENT AND ACCEPTANCE: The Undersigned Bidder(s) acknowledge receipt of a copy of these General Terms and Conditions of Sale and having read and understood the provisions set forth therein,accepts same and agrees to be bound thereby.Facsimile or electronic signatures will be treated and considered as original. 13.HOLD HARMLESS: Auctioneer cannot, and will not, be held responsible for any interruption in service, bidding extension times, errors, and/or omissions,caused by any means,therefore they cannot guarantee continual, uninterrupted or error free service as the website could be interfered with by means out of Auctioneer's control. Bidder acknowledges that this Online Auction is conducted electronically and relies on hardware and software that may malfunction without warning.The Auctioneer may void any sale, temporarily suspend bidding, extend bidding times and re-sell the Property(ies) that were affected by any malfunction. The decision of the Auctioneer is final. 14. INDEMNIFICATION: Buyer(s)shall defend,indemnify,and hold harmless Auctioneer,Seller and their officers,directors,employees,and agents,from and against any and all claims,demands,causes of action,costs,liabilities,losses,damages,and expenses(including reasonable DocuSign Envelope ID:3011682F-6A11-47F6-B344-E2B9DDB53604 attorneys and expert witness fees and expenses)(collectively,"Claims"),and by whomever brought,to the extent arising out of or in any way related to (i)the sale of, (ii)the performance of the parties' obligations under this Agreement; (iii) the physical condition and quality(and express or implied representations regarding such condition and quality)of the Property(ies)or any portion thereof, (iv)any breach of these General Terms and Conditions of Sale,Governing Documents, or the Contract; (v)any claim arising from the sale of the Property(ies);(vi)any claim arising from Buyer's participation in the Online Auction;or(vii)any other act,omission or representation by Buyer. 15. GOVERNING LAW/JURISDICTION/VENUE: This Agreement shall be construed,enforced and governed by the laws of the State of Florida,without regard to choice of law and similar doctrines. The parties consent to jurisdiction in the State of Florida and venue,for any litigation arising out of this Agreement. 16. WAIVER OF JURY TRIAL: EACH PARTYTO THIS AGREEMENT HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTTHEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING,COURSE OF CONDUCT,STATEMENTS(WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY HERETO. 17. ATTORNEY'S FEES: If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision or provisions of this Agreement,the prevailing party will be entitled to reasonable attorneys'fees and costs,whether at the trial court and appellate level,in addition to all other costs associated with the action whether or not the action advances to judgment, in addition to any other relief to which that party may be entitled. 18. ENTIRE AGREEMENT: This Agreement embodies the entire agreement between the parties relative to the subject matter,and there are no oral or written agreements between the parties,or any representations made by either party relative to the subject matter,which are not expressly set forth herein.To the extent that any of the terms or provisions contained herein differs or conflicts with those contained within the Contract,the Contract shall control. From: Kiarra Rodriguez-Title Xperts To: kdodgeCa)Ilw-law.com;Shutt.Thuv Cc: Gail Jiion,Title Xgerts;Title Xoerts Closing Team Subject: TXC-2021-51//404 Northwest 12th Avenue,Boynton Beach,FL 33435::Title Closing Update Date: Friday,October 29,20215:25:02 PM Good Afternoon, Happy Friday. Hope all is well. Please be advised that the closing date is being extended to on or before Friday, December 3, 2021. The seller is extending the closing date pursuant to paragraph 4 of Exhibit B to the Purchase and Sale Contract. We will be reaching out to schedule/reschedule signing times accordingly. Feel free to advise if you have any questions at all. Thank you! LOOKING AHEAD:: The scheduled closing date is currently calendared as 11/03/2021. Do notify us if this date has changed. If this is a financed transaction, we must have the lender's clear to close 48 hours prior to closing, and a final balanced closing disclosure with the lender's loan document package no less than 24 hours prior to the scheduled closing date. Our wire cut-off time is 4 p.m. Plan to schedule closings no later than 2 p.m. for same-day funding via wire transfer. Marra Rodriguez Closing Coordinator Title Xperts, LLC Knowledge. Clarity. Superior Service. 560 Village Boulevard, Suite 140 West Palm Beach, FL 33409 Office: (561) 510-2294 Fax: (561) 510-2295 Email: kiarra e,titlexherts.com BEWARE: There are currently high incidences of theft of closing funds via fraudulent wiring instructions® Please note our wire instructions are sent via a secure document portal® If you receive any communication regarding a change in our wiring instructions, contact our office via telephone intntediately® An entail is not sufficient® DO NOT wire funds until you receive verbal confirmation from our office® NOTICE: This email is privileged, confidential,protected, and intended for the use of the individual to whom it is addressed. If you are not the intended recipient or the agent responsible for delivery to the intended agent, be advised that you have received this email in error and that any use, dissemination, reading, forwarding,printing, or copying of this email is strictly prohibited. If you have received this email in error,please notify the sender and delete this email from your system. Thank you. 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Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 404 NW 12th Avenue,Boynton Beach,FL 33435-Bid($61,000)outbid Date: Wednesday,September 15,2021 12:01:02 PM Dear Thuy You have received the following notification: 404 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($61,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 406 NW 12th Avenue,Boynton Beach,FL 33435-Bid($53,000)outbid Date: Wednesday,September 15,2021 11:51:38 AM Dear Thuy You have received the following notification: 406 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($53,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 406 NW 12th Avenue,Boynton Beach,FL 33435-Bid($57,000)outbid Date: Wednesday,September 15,2021 12:07:53 PM Dear Thuy You have received the following notification: 406 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($57,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 408 NW 12th Avenue,Boynton Beach,FL 33435-Bid($53,000)outbid Date: Wednesday,September 15,2021 11:51:46 AM Dear Thuy You have received the following notification: 408 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($53,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 408 NW 12th Avenue,Boynton Beach,FL 33435-Bid($57,000)outbid Date: Wednesday,September 15,2021 12:15:04 PM Dear Thuy You have received the following notification: 408 NW 12th Avenue, Boynton Beach, FL 33435 - Bid ($57,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 432 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 11:18:44 AM Dear Thuy You have received the following notification: 432 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 29: 432 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 434 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 12:18:45 PM Dear Thuy You have received the following notification: 434 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 30: 434 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: 436 NW 13th Avenue,Boynton Beach,FL 33435-Bid($51,000)outbid Date: Wednesday,September 15,2021 12:18:48 PM Dear Thuy You have received the following notification: 436 NW 13th Avenue, Boynton Beach, FL 33435 - Bid ($51,000) outbid Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 31 : 436 NW 13th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: An identical bid was just accepted.The current minimum bid is 66,000. Bid again! Date: Wednesday,September 15,2021 12:01:30 PM Dear Thuy You have received the following notification: An identical bid was just accepted. The current minimum bid is 66,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: Max bid of$53,000 reached.You are the high bidder,however no more automatic bids will be placed on your behalf. Date: Wednesday,September 15,2021 11:10:11 AM Dear Thuy You have received the following notification: Max bid of $53,000 reached. You are the high bidder, however no more automatic bids will be placed on your behalf. Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 20: 408 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: Max bid of$57,000 reached.You are the high bidder,however no more automatic bids will be placed on your behalf. Date: Wednesday,September 15,2021 11:54:37 AM Dear Thuy You have received the following notification: Max bid of $57,000 reached. You are the high bidder, however no more automatic bids will be placed on your behalf. Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: Max bid of$58,000 reached.You"ve been outbid.The current minimum bid is 60,000. Bid again! Date: Wednesday,September 15,2021 11:53:17 AM Dear Thuy You have received the following notification: Max bid of $58,000 reached. You've been outbid. The current minimum bid is 60,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 18: 404 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s From: info2fisherauction.com To: Shutt,Thuv Subject: Max bid of$60,000 reached.You"ve been outbid.The current minimum bid is 62,000. Bid again! Date: Wednesday,September 15,2021 12:08:27 PM Dear Thuy You have received the following notification: Max bid of $60,000 reached. You've been outbid. The current minimum bid is 62,000. Bid again! Auction: Real Estate Auction - By Order of the Palm Beach County Housing Authority Item: Lot 19: 406 NW 12th Avenue, Boynton Beach, FL 33435 (view item) Thank you for participating in our auction. Sincerely, FisherAuction Company (954,) 942-0917 info fisheruction.com If you would like to stop receiving these emails please turn off email notifications in Edit Account Fisher Auction Company 2112 East Atlantic Boulevard, Pompano Beach, FL 33062 9549420917 }f?c_ rd.1.1__�s C C C C C C C C C O Ol Ol Ol Ol Ol Ol Ol of of of C of N of of of of m m mof O l m m l l lO l .-I Ol Ol Ol Ol Ol Ol Ol Ol Ol C C C M M M � al v( lO lO lO lO C C C M O Ol lO lO M M M M N oM M M M M M M M M w w w w w w w w l(1 l(1 l(1 M O w w w l(1 lO lO w w . .ti .--I . l(1 O l0 l0 l0 l0 l0 l0 l0 l0 l0 c-I of of of of of of of O O O M O of of of O n c-I M M M M M M O N O O O O O O O O O �(1 O O O O O O O C C C M I� n n n n O O O C C of I� n Ol Ol Ol Ol Ol w Z rj of of of of of of of of of O O O O of of of of of O O of O O of of of of n N N N N N N N N N N lO lO lO lO �(1 �(1 M M M M lO O of of of O O O O I- o o o o m of of w w w w Ol O N N N N N N N N N N lO lO lO lO lO lO lO N N N N 0 0 0 0 0 lO lO lO N �(1 Ol o� o� o� o� I� w 0 0 0 0 0 0 0 0 0 �(1 .ti c-I c-I c-I c-I c-I c-I Ol Ol Ol Ol Ol . 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O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O I� O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O I� a . .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i .--i m m m .--i .--i .--i .--i .--i .--i .--i .--i m m m l �o�o�m m 0 0 o o lO lO lO lO lO lO lO lO lO O lO lO lO lO lO lO lO N N N I- C oq O O O O lO lO lO N O C .--I r- C C C C . lO lO lO lO lO lO lO lO lO lO w w w w w w w w w w w M N Ol Ol Ol Ol w w w w O C C C O O O O LL lO lO lO lO lO lO lO lO lO N n n n n n n n l(1 l(1 l(1 .--I O lO Ol Ol Ol Ol I� n n l(1 � � N N Ol Ol Ol Ol O O M M M M a a a a > > > N N N N a a a > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > z z z z a a a a a a a a a a a a a a a a a a .-I .-I .-I .-I .-I .-I .-I .-I .-I > .-I .-I .-I .-I .-I .-I .-I .-I .-I .-I .-I .-I Z .-I .-I .-I .-I .-I .-I .-I .-I v Z Z Z Z Z Z Z Z Z .--I Z Z Z Z Z Z Z Z Z Z Z Z C Z Z Z Z Z Z Z Z l(1 l(1 Z Z L( L( L( L( m I M c-I m I� M N T lO w O N C l O N c-1 �(1 I� Ol .-I O N C lO N n � n O N T l0 .ti c-I c-I c-I I o o o o � o o o o .--i .ti c-I O MO MM Ol ` M l(1 lO I� ;oto O .'-� N M l(1 lO I� Ol Op .-I .-I .-I .-I .-I .-I N N N N N N N N N N M M M M M M M M M M From: Lamar Fisher To: Shutt.Thuv Cc: Tammy McDonald;clones-oilbertCcbgbchfl.oro Subject: PBCHA Cherry Hills Lots Date: Monday,January 3, 2022 2:04:29 PM Attachments: im2ae001.gno Buyers of Lots-PBCHA.gdf Good afternoon,Thuy and Happy New Year! Per your request, I have attached the list of the purchasers from the Auction. Thank you. Lamar Lamar P. Fisher, CAI, AARE President/CEO Fisher Auction Company "Over 50 Years of Continued Success" 2112 East Atlantic Boulevard Pompano Beach, Florida 33062 954.942.0917 x 4113 800.331.6620 x 4113 754.220.4113 Direct 954.931.0585 Cellular 954.782.8143 Facsimile Lama rCcbfisherauction.com www.fisherauction.com POWERLMDKER. Disclaimer:This email is intended only for the person addressed. It may contain confidential information and/or privileged material. If you receive this in error,please notify the sender immediately and delete the information from your computer.Please do not copy or use it for any purpose not disclose its contents to any other person. 4 E t � � r r'I { V o a s t < TIS£ < V � y fi d I t I r r� titi S y ¢ �4 I z s r F l 1 Gt 1 (� } Ilium t i { r V p{( x } of 1 l 'rs... S4 wt I i ,}}})f)� x 4}n t ry �7 a o Et° z ° O W Z Sp 0 N x II II II II �I LLI II II o V _. ¢ m V PBCHA Buyers of Lots Lot Address Purchaser 410 NW 12th Avenue, Boynton Beach, FL 33435 2925958 CANADA INC. 412 NW 12th Avenue, Boynton Beach, FL 33435 2925958 CANADA INC. 517 NW 12th Avenue, Boynton Beach, FL 33435 LEONARDO BANES, SR. 404 NW 12th Avenue, Boynton Beach, FL 33435 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 419 NW 12th Avenue, Boynton Beach, FL 33435 LGI CONSTRUCTION 417 NW 12th Avenue, Boynton Beach, FL 33435 LGI CONSTRUCTION 415 NW 12th Avenue, Boynton Beach, FL 33435 LGI CONSTRUCTION 413 NW 12th Avenue, Boynton Beach, FL 33435 LGI CONSTRUCTION 402 NW 13th Avenue, Boynton Beach, FL 33435 JAONA V. RAJAOFERA 405 NW 12th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 403 NW 12th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 404 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 406 NW 12th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 408 NW 12th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 430 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 432 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 436 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 11 East Gateway Boulevard, Boynton Beach, FL 33435 AHMAD YASIR, FAISAL SHAFIQUE, and SHAHID CHAUDRY 434 NW 13th Avenue, Boynton Beach, FL 33435 DIXIELAND RANCH, LLC 530 NW 12th Avenue, Boynton Beach, FL 33435 DIXIELAND RANCH, LLC 411 NW 12th Avenue, Boynton Beach, FL 33435 NRH HOMES LLC 412 NW 13th Avenue, Boynton Beach, FL 33435 NRH HOMES LLC 421-423 NW 13th Avenue, Boynton Beach, FL 33435 LGI CONSTRUCTION 425 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 427 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 429 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 431 NW 13th Avenue, Boynton Beach, FL 33435 FREEDOM PB PROPERTIES, LLC 409 NW 12th Avenue, Boynton Beach, FL 33435 JUPI IRIS, LLC 407 NW 12th Avenue, Boynton Beach, FL 33435 JUPI IRIS, LLC 406 NW 13th Avenue, Boynton Beach, FL 33435 JUPI IRIS, LLC 408 NW 13th Avenue, Boynton Beach, FL 33435 JUPI IRIS, LLC 410 NW 13th Avenue, Boynton Beach, FL 33435 JUPI IRIS, LLC 414 NW 13th Avenue, Boynton Beach, FL 33435 liUPI IRIS, LLC NW 12th Avenue, Boynton Beach, FL 33435 30 NW CORP. F. AUuLLaeaove on bhalf cfiam Fdjar To: Ili—Thuy Z hject. Palm Beach Countyousing HAuthority Auction'.Wednesday,September 15,2921 nate: Thursday,Tanury 6,29229'.17'.54 AM Attachments azi—> Importance: High To all qualified Registered Bidders: Happy New Year.On behalf of the Palm Beach County Housing Authority("PBCHA")and Fisher Auction Company,we thank you for your participation in the PBCHA online Auction that was held on Wednesday, September 15,2021.Congratulations to these who purchased a Lot or in some instances multiple Lots! There were six(6)Lots to which the highest bidder decided not to close on their transactions.Therefore,the PBCHA has requested I contact you to provide you with the opportunity to purchase one or more of the Lots at the bid amounts obtained at the Auction.The chart below lists the Lots along with the corresponding highest bid amounts and the aerial photos of the available Lots. Auction Lot No. Address Bid Price Buyer's Total Contract Price Premium 32 502-508 NW 13th Avenue,Boynton Beach,FL 33435 $192,000M $19,200M $211,200M 33 507-509 NW 12th Avenue,Boynton Beach,FL 33435 $192,000M $19,200M $211,200M 34 515 NW 12th Avenue,Boynton Beach,FL 33435 $98,omoo $9,800"00 $107,800M 37 532 NW 12th Avenue,Boynton Beach,FL 33435 $82,000M $8,200"00 $90,200M 38 534 NW 12th Avenue,Boynton Beach,FL 33435 $82,000M $8,200"00 $90,200M 39 536 NW 12th Avenue,Boynton Beach,FL 33435 $82,000M $8,200"00 $90,200M F,I . rn { 'A £ tKSt s tilt( i t _ f t trill t Y=' .d - 1 al }�l It r Sa;;- t r t A t \2 ski Ili d' � ,�+ ! t5,' i tir. �StV 1 fy lti �� IJ t tl ��i tt,,, i S ,gq� 1„ '1 gg) i E3 {¢�'SlS`i it�ia+fnA�J£aivti �S tts 3� It.HU$'�lis` tlti�l �tt ry }rp iiit(1 1)at }Y s`ff 1%31 afar £ s 1 1U t � al(`.tri tCt a � s a '� Pi� 'i1> a I t S { Uzi i IF }i'( "+?i. ' t s ttti�t Ir't '' tt Sp r t� ,t i �7tti+�S s ii�Yi�3f f 1 f 3 Tft is it n s ;',, Please contact me at either lamarlalfshera ucEon cum or 754.220.4113 no later than Thursday,January 13,2022,by 5:00pm ET if you have an interest in purchasing a Lot or Lots at the bid amounts. Thank you. Lamar Fisher Lamar P.Fisher,CAI,AARE President 1 CEO Fisher Auction Company Over 50 Years of Continued Success" 2112 East Atlantic Boulevard Pompano Beach.Flontle 33062 9549420917 z 4113 800 331 6620 z 4113 754 220 4113 Direct 954 931 0585 Cellular 954 7828143 Facsimile ar--era�cto rvr fsherau"0 T c ''...` Pa R IAZTE R oledalme::Tnlaemao lelmend�rimy m:ae persen add:eee�. mavoomein �onraenaannm:ma:mn and i o:privileged malarial. ,fd reoeloe,l"error,please nrnlNme vender Immarna:aly snd dela,ae,p,,p.r n firm yow enmpmc.Flees,do nrn nnpy or use It for anL purpose not tlhdose Ira mnrenra ro znv ahc pcwn. Utterback, Theresa From: Fisher Auction <info@fisherauction.com> Sent: Thursday, February 3, 2022 10:13 AM To: Utterback, Theresa Subject: By Order of Palm Beach County Housing Authority 6 Residential Lots 1 Qt; S s ,s+St £££`?�£,s 1 s _rss rss} 4i` aJm 6'' �" t i� £r !i t ., ' } ,�i r, 'V}*ilfl it) '4i Al All 4 ' - �� is Yi s tSu }'>ISS tib1i;;4 S"� t �} r i fl H�"' t £ 4 1 ASK r 3 , iii t n � i tib sa, ;{ } t Vfin £ } 1 Mail a iq stt s� rc 9h�t '" ��' 3�{"j� 4 � �+�r; i 11 £'`�'` �r r, e) 4t £ } c t }#f \s y }`` �p i», r ry � syyIr s+q a, 'ts t �A`a` �;£s rv�# �` £�}}s S�f }i £�,h',; t Vii£ r ''�}t'{4i. - t� 1 ss 1 »}r�it2rr I(it }�•� � all et', ! r { ( ) � �i { £ 4s��stsri\7rt�r �t' rsU szlis£1 }` � s�� �`' � tf.5'�£ i £ s;� i £ ££}�s4a �,..1yi psi ij �` '� S££�f t th s A £ trit fs �� f 1 5 �i s. isit ts£tssl i i `£ { \ s,, f i 111111 1. 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'� i „,.....y 41 d a r �w U• — U' li-12 (J Lt Lt Q tJ , O' hl� VIv J 1 w° sn° ✓�v, uy%� d VJ i3 J V , d J W CG7 LL3 cn z 05 Qa fls d9 Q9 4 Q s � � n = r Z r,r Z d,''I 2 oi i4. Z rI i tits eV 41' rs3 _ u� va ur ua r..y s dm , .I - •t ., 3k cv 1 x +y ` IF '14 Y Wo o t � � i R 421 U I ,? _ rrn, ( m pr r p �a -a , e (`!skiff IN .f 'rte 100 E. Ocean Avenue,4th Floor BO./k I l F BOYNTON BEACH, FL 33435 =BEACH! PH: 561-737-3256 FAX: 561-737-3258 COMMUNITY REDEVELOPMENT AGENCY BoyntonBeachCRA.com February 1, 2022 Paul Dumars,Jr. Chairman, Board of Commissioners The Palm Beach County Housing Authority 3432 West 45th Street West Palm Beach, FL 33407 Dear Mr. Dumars, This letter is written on behalf of the Boynton Beach Community Redevelopment Agency (BBCRA). As you are aware, the Palm Beach County Housing Authority (PBCHA) recently held a public auction and sold multiple lots within the Cherry Hill neighborhood of Boynton Beach. Over the many years PBCHA owned the lots, the BBCRA made repeated offers and requests to have these lots developed as affordable housing.The BBCRA also attempted to purchase many of the lots at the recent auction; however, it was only able to secure one property. The remainder of the properties were sold at a price that will prohibit their use as affordable housing unless significant additional public subsidies are provided. Given the mutual goals of the BBCRA and the PBCHA to provide affordable housing,this letter is to formally request the PBCHA dedicate the funds received from the recent sale of the various Cherry Hill properties to providing affordable housing within the BBCRA Area. The BBCRA would welcome the opportunity to partner with you to provide affordable housing in Boynton Beach, as has long been envisioned by both the BBCRA and the PBCHA. Please direct any questions or opportunities to partner with Thuy Shutt,the Executive Director. Sincerely, wenn B.Grant, Board Chair •• •odrow Hay, :.ard Vice Chair Christina Rom u , Board Member E. 7 Ty P:44r • • • .-r r.., BOYNTON cA BEACH COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: March 9, 2022 OLD BUSINESS AGENDA ITEM: 16.F. SUBJECT: Discussion and Consideration of a Second Lease Extension Request for Mr. Scott Rudderow located at 517 1/2 E. Ocean Avenue, Apartment#3 SUMMARY: On January 10, 2022, the CRA Board approved an extension, until February 14, 2022, to Scott Rudderow's lease for the apartment located at 517 1/2 E. Ocean Avenue, #3 . On January 30, 2022, Mr. Rudderow requested another extension for one month from February 14, 2022 to March 14, 2022, because it has been difficult for him to find a new location (see Attachment I). Since the CRA Board meeting on February 1, 2022, occurred prior to Mr. Rudderow's vacate date and CRA staff does not have the authority to begin any legal actions (eviction) without the Board's approval, CRA staff advised Mr. Rudderow his request would go before the CRA Board on March 9, 2022. Mr. Rudderow has paid Februarys rent and is current with his lease payment through March 15, 2022. FISCAL IMPACT: To be determined by the Board CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan- Downtown District CRA BOARD OPTIONS: 1. Approve Scott Rudderow's request for a lease extension to March 15, 2022, and authorize the Board Chair to execute the Lease Extension Agreement. 2. Approve Scott Rudderovis request for a lease extension to March 15, 2022, authorize the Board Chair to execute the Lease Extension Agreement, and provide CRA staff and legal counsel with direction regarding further requests for extension. 3. Do not approve Scott Rudderow's request for a lease extension to March 15, 2022, and provide CRA staff and legal counsel with alternative direction. ATTACHMENTS: Description o Attachment I -Scott Rudderow's Request for Extension to March Utterback, Theresa From: Utterback, Theresa Sent: Thursday, February 10, 2022 11:02 AM To: Scott Rudderow Cc: Shutt,Thuy Subject: RE: 517 E. Ocean Ave apartment number three. Good Morning Scott, Yes we received it yesterday,thank you! Your request will be presented to the CRA Board on Wednesday, March 9, 2022 @ 5:30 pm in Chambers at City Hall, 100 E. Ocean Avenue, Boynton Beach, FL 33435. You may attend the meeting in person or virtually. As soon as I have the link to attend the meeting virtually, I will send it to you. Thanks again! Theresa From:Scott Rudderow<1266.sr@gmail.com> Sent:Wednesday, February 9, 2022 6:26 PM To: Utterback,Theresa<UtterbackT@bbfl.us> Subject: Re:517 E. Ocean Ave apartment number three. Miss Utterback. I've sent a check in the amount of$790 to the CRA.Just letting you know. Keep me advised please. Thank you On Thu, Feb 3, 2022 at 2:06 PM Utterback,Theresa<UtterbackT@bbfl.us>wrote: Hello Scott, Per your conversation with Thuy, CRA staff cannot approve an extension to your lease. It will be presented to the CRA Board on Wednesday, March 9,2022 @ 5:30 pm, in Chambers, at City Hall. Since the CRA Board meeting date is after February 14(your vacate date) it would be in your best interest to make a payment on or before February 14th. Please keep in mind monthly rent is$745 a month. Please also include the $45.00 due from last month. Thank you and please do not hesitate to call me with any questions. Theresa Theresa Utterback 1 Development Services Manager Boynton Beach Community Redevelopment Agency 100 E. Ocean Aves I Boynton each, Florida 33435 561-600-9094 I 561-737-3258 UtterbackT@bbfl.us I http://www.boyntonbeachcra.com r®R .......... America's Gateway to the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore,your e-mail communication and your e-mail address may be subject to public disclosure. From: Utterback,Theresa Sent: Monday,January 31,2022 10:23 AM To:Scott Rudderow<j,2__66,,sr d�y.�inaflxo�m> L Subject: RE: 517 E.Ocean Ave apartment number three. Good Morning Scott, Thuy left you a voicemail to call our office at your earliest convenience. 561-600-9098. Thank you, Theresa From:Scott Rudderow<11,221_66).ir@i IflxoM> Sent:Sunday,January 30, 2022 1:42 PM To: Utterback,Theresa <U-IrterbaCkT.ff)t!�ffl L.I...S> Subject: 517 E, Ocean Ave apartment number three. 2 Miss Utterback. At this time I'm asking for an extension for one month that I will pay. I'm finding it very difficult to find a different location. I'm sure you can understand during these difficult times. Please keep me advised.Thank you. 3 BOYNTO C D wimBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 OLD BUSINESS AGENDAITEM: 16.G. SUBJECT: Discussion and Consideration of a Term Sheet between the CRA and Affiliated Development, LLC for the 115 N. Federal Hwy I nfill Mixed Use Redevelopment Project SUMMARY: Since the February 1, 2021, CRA staff and legal counsel has been diligently working with City staff and the Affiliated Development team on the terms of the Purchase and Development Agreement, Tax Increment Revenue Funding Agreement (TI RFA), and the Parking Lease Agreement. Like the other four proposals, The Pierce addressed the RFP/RFQ requirements (see Attachments I and I I). The Pierce offers 118 affordable units (50% of 236 total units) in an 8-story mixed use and mixed income development. Attachment I I I indicates that the developer was able to cover all income categories, price ranges, and unit types, even though many were one bedrooms in the 100-140% Boynton Beach Area Median Income (BBAMI) ranges. The proposal also received favorable reviews from the Board for its integration of Hurricane Alley and Ocean Mart into its site design and maintaining 79% open space. However, in order to fund the project, Affiliated's initial financing plan only allows the affordable units to remain affordable for 15 years and seeking 100% in Tax Increment Financing (TIF) reimbursement until the CRA sunsets in 2044 (18 years from project completion). Additionally, the Affiliated team indicated that the proposal requires the sale of the garage containing all of the parking for the development, including the 150 public spaces, to the CRA or the City to make it financially feasible. The challenge in the negotiation process is to ensure that public benefits are secured at a reasonable cost while allowing the developer to obtain a fair return for their investment. Upon selection of Affiliated Development, the CRA Board reached a consensus and provided staff and legal counsel direction to negotiate a longer maintenance of affordability period closer to perpetuity for as many units as possible. Attachment IV contains a comparison of Affiliated's proposed business terms. These elements are included in the three draft agreements mentioned previously (see Attachments V-VII). A term sheet detailing items requiring Board approval for deviations from current practices or Board direction is listed in Attachment VI 11. These include items such as but not limited to the project's milestones and monitoring mechanisms, reverter clause, assignments, subordination, termination, and default provisions. Previous Board direction on items such as the BBAMI and TI RFAAssignments are included as Attachments IX and X. Funding the 118 Affordable Units with TIF funding: After reviewing the numbers with Affiliated, the project will require the CRA to contribute $6.1 Million in TIF funding to maintain the affordability of the 118 units for 15 years and 11 of the units for an additional 10 years. The total asking is $11.6 Million from the CRA, which is 15.9% of the $73 Million Project Budget as indicated in Affiliated's Uses and Sources Table (see Attachment XI).Affiliated is contributing $18.9 Million or 25.6% of equity in the project and will need to finance the remaining $43.9 Million through its lender. The project's $11.6 Million from the CRA is the one of the largest asking for TI F relative to other TI RFAs executed by the BBCRA (see Attachment XII). The Board can discuss the costs and benefits of the various elements of the project and approve the TI F request at its discretion. The Parking Garage and Parking Lease Agreement: Affiliated's initial proposal indicated that Affiliated will build then sell the garage to the CRA/City for$10 Million with the ability to meter or assign it to another entity in the future. After consultation with the City's bond counsel, it was determined the City could not afford to buy or bond the $10 Million parking garage without a parking operations and maintenance study or thorough investigation of the risks involved if expenditures will exceed revenues before a Return on Investment (ROI) can be realized, especially when Downtown Boynton is not fully established. A schedule was developed at the request of the CRA, but this option requires a capital investment of $2.5 Million and monthly lease payment options ranging from zero dollars to $16,500 monthly and two 50-year renewals. The City was only interested in the lease option with no monthly rent payments. Under this option, the CRA will have to use Affiliated's $5.5 Million cash offer for the land to pay for the 150 public spaces in the garage to avoid a lease payment. The CRA deferred the decision on the lease terms to the City since the lease will survive the CRA's existence and CRAs are not in the business of maintaining public facilities. City Commission approval will be required for the disposition of the land below market value. Of the three Agreements, the Parking Lease Agreement is the least developed since it was received on February 24, 2022, for review and had other terms which will need to be negotiated with the City. City and CRA staff have forwarded comments to Affiliated on March 4, 2022. Staff anticipates this will require a little more work prior to Board execution and will also require City Commission approval. SUMMARY: At the CRA Board Special Meeting on November 30, 2021, the CRA Board heard presentations from the five developers who responded to 115 N. Federal Highway Infill Mixed Use Redevelopment Project RFP/RFQ. • Affiliated Development, LLC • E2L Real Estate Solutions, LLC • Hyperion Development Group • Related Urban Development Group (RUDG), LLC • U.S. Construction, Inc. The RFP/RFQ document listed potential incentives, site plan requirements, submission requirements, and evaluation and selection requirements. The Board also heard a presentation of the financial effect to the CRA of the proposals presented by Mr. Barry Abramson, the CRA's financial consultant for the project. The evaluation, attached as Attachment XI 11, is a summary of the one-time revenues and costs with annual revenues to the CRA which are presented in 2022 dollars for an initial year of stabilized operation (approximately 2025 or 2026) and for a year ten years after that (approximately 2035 or 2036). At the conclusion of the presentations, the CRA Board selected Affiliated Development, LLC as top ranked team and directed staff and legal counsel to begin negotiating the terms of a purchase and development agreement to effectuate the redevelopment of the properties described in the RFP/RFQ (see Attachments XIV - XVI). Additionally, the Board also authorized staff to proceed with the second ranked developer, RUDG, if an acceptable agreement cannot be reached with Affiliated Development. The following activities have occurred since the November 30, 2021: • On December 8, 2021 - CRA staff, City staff, and CRA legal counsel met with the Affiliated Development team to outline the various development agreements that may be required to support their development proposal. • December 14, 2021 CRA Board meeting - CRA Board indicated their desire to keep the 114 N. Federal Highway (Ocean One) property separate from the CRA-owned 115 N. Federal Highway to simplify the negotiations process. • December 23, 2021 - CRA staff received correspondence from both Hyperion Development Group and Affiliated Development indicating they are working together on Assignment of the 209 N. Federal Highway. These discussions are private discussions between the two parties and does not involve the CRA. • January 19th and 25th meetings - CRA staff, City Staff, and CRA legal counsel met with Affiliated Development team on agreements • February 4th, 9th, 16th, 17th, 18th, and 24th meetings - CRA staff, City Staff, and CRA legal counsel met with Affiliated Development team on agreements FISCAL IMPACT: To be determined by the CRA Board C RA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve of the Terms Sheet as presented and direct staff and legal counsel to revise the Purchase and Development Agreement, TI RFA, and Parking Lease Agreement and bring back the agreements for review at the next available CRA Board Agenda for approval. 2. Modify the Terms Sheet as amended and direct staff and legal counsel to revise the Purchase and Development Agreement, TI RFA, and Parking Lease Agreement and bring back the agreements for review at the next available CRA Board Agenda for approval. 3. Provide alternative Board direction to staff and legal counsel. ATTACHMENTS: Description D Attachment I - 115 N. Federal Highway Highway Infill M ixed-Use Redevelopment Project Request for Proposals and Developer Qualifications D Attachment II-Addenda D Attachment III -The Pierce TIF Unit Mix, Income Categories, and Pricing D Attachment IV -The Pierce Project Elements Comparison Chart D Attachment V -The Pierce Draft Purchase and Sale Agreement D Attachment VI -The Pierce Draft TIRFA D Attachment VII -The Pierce Draft Parking Lease Agreement D Attachment VIII -The Pierce TIRFA and PD Summary of Terms Sheet D Attachment IX - Discussion on Draft 115 N. Federal Highway RFP-RFQ and 7- 13-21 Meeting Minutes D Attachment - Discussion on T I RFA Agreements and 4-13-21 Meeting Minutes D Attachment XI -The Pierce Uses and Sources Chart D Attachment XII -Summary of T I R and TIRFA D Attachment XIII - Barry Abramson's Financial Analysis D Attachment XIV -Affiliated Development Presentation D Attachment XV -Affiliated Development Proposal - Part 1 D Attachment XVI -Affiliated Development Proposal - Part 2 BOYNTON It On% WAMBEACH k%wo' .. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPER QUALIFICATIONS 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect Location: Boynton Beach Community Redevelopment (BBCRA) Owned Properties Issue Date: July 23, 2021 Submittal Deadline: October 19, 2021, no later than 2:00 p.m. The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing this Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of various BBCRA owned parcels including 115 N. Federal Highway, Boynton Beach, Florida,; adjacent parcels for which the BBCRA has secured the property owners' consent to include in this RFP/RFQ and which the BBCRA anticipates owning prior to project commencement; and other parcels not owned or controlled by the BBCRA, as referenced and identified on Attachment "A," Aerial Map/Parcel Map, and hereinafter collectively referred to as the "Project Site". The BBCRA will accept sealed proposals at its office located in City Hall at 100 E. Ocean Avenue, 41" floor, Boynton Beach, FL 33435 ON OR BEFORE October 19, 2021, no later than 2:00 p.m. Eastern Standard Time (EST), as determined by the time stamp or clock at the BBCRA's reception area. Responses to this RFP/RFQ ("Proposals") received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All proposals will be date and time stamped by the BBCRA. Faxed or emailed proposals will not be accepted. The RFP/RFQ documents, including all related attachments, must be obtained from the BBCRA office or website at wwwoboyntonbeachcra.com (Select RFPs/RFQs/ITBs from the Business & Development top drop down menu). 1. Property Disposal and Proiect Description This RFP/RFQ is being issued for a project known as the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project (the "Project"), and is seeking proposals for the acquisition and redevelopment of a BBCRA-owned property located at the Project Site as described in Attachment "A," Aerial Map/Parcel Map. The development will consist of a mixed-use Page 1 of 30 development project providing retail, office, public parking, and residential uses with a workforce housing component as specified in Paragraphs 9 and 10. The property being offered (including the parcels the BBCRA is in the process of negotiating acquisition) is approximately 2.28 acres.The property is located within the Downtown District as described in the 2016 BBCRA Community Redevelopment Plan and may be accessed online at htt s: wwwobo ntonbeachcraocom home show ublisheddocument 14 637296289931970000 (Pages 71-80). It carries a recommended Future Land Use of Mixed-Use High with a corresponding Zoning designation of Mixed-Use Core. The recommended land use and zoning designations provide for a density of 80 units per acre with a maximum allowable building height of 150 feet. Under defined circumstances, allowable density may be increased by twenty-five percent (25%) if a proposed development meets certain requirements under the City of Boynton Beach's Workforce Housing Ordinance. It is the responsibility of each proposer to review the City of Boynton Beach Land Development Regulations, and applicable site plan and design guidelines and limitations. Additionally, the Project Site is located within the designated Transit Oriented Development (TOD) and Transportation Concurrency Exemption Area (TCEA) of the City of Boynton Beach and is also located in the PBC Qualified Opportunity Zone. PBC Qualified Opportunity Zone information, may be obtained online at http:ffmaps.co.palm- beach.fl.usfcwgisf?app=pbc interactive. All proposals and Projects must be in conformance with and in furtherance of the 2016 Boynton Beach Community Redevelopment Plan ("BBCRA Plan"). 2. Community and Economic Setting The City of Boynton Beach (City), with a population of 72,000, is the third largest city in Palm Beach County, Florida. It is located approximately 45 miles north of Miami and 15 miles south of West Palm Beach.This puts it in the heart of southeast Florida's rapidly growing tri-county Miami- Dade/Broward/Palm Beach metropolitan area. Boynton Beach has direct access to the Intracoastal Waterway, Interstate 95 (I-95)and the Florida Turnpike. It also has a market of more than six (6) million people within a two-hour radius and ready access to three international airports, two major rail lines, as well as the Tri-Rail regional commuter rail system. 3. Survey and Appraisal An aerial boundary and parcel map along with a copy of the property survey is included with this RFP-RFQ as Attachments "A," Aerial Map/Parcel Map and "B," Survey of BBCRA Owned Properties and Dewey Park. All appraisals and surveys of the subject properties that make up the Project Site are available or will be provided upon the BBCRA's acquisition in electronic form on the BBCRA's website, aps:��wwwobontonbeachcraocom/business-development�rfps-rfgs- itbs. Proposers should not rely solely on the information in the appraisal when compiling the Page 2 of 30 financial components of a proposal. The appraised value of BBCRA properties should be considered by proposer(s) in the offering price and request for BBCRA incentives. 4. Palm Beach County Impact Fees Development of the property will be subject to Palm Beach County Impact Fees. Please contact the Planning, Zoning and Building Administration Division of Palm Beach County for specific information regarding impact fees applicable to the Project, or go to www.discover. be ov.or Z z Ladministration to download relevant information. S. Incentives for the Proiect Under Chapter 163, Florida Statutes, the BBCRA is empowered to encourage and incentivize redevelopment within the BBCRA Redevelopment Area consistent with the BBCRA Plan. The BBCRA is committed to meeting the goals and objectives of the BBCRA Plan and will support the Project with policies and may, at the sole discretion of the Board, consider providing Tax Increment Revenue (TIR) funding subject to negotiated terms and conditions. 6. Pre-Submission Meeting A voluntary in-person pre-submission meeting has been scheduled for August 19, 2021 at 4:00 p.m. (EST) in City Hall Chambers, located at 100 E. Ocean Avenue. The meeting is an opportunity for proposers to ask City and BBCRA staff questions about the Project. 7. Proposer Registration All entities interested in responding to this RFP/RFQ must register with the BBCRA via email by providing their name, address, telephone number, and an email address to Ms. Thuy Shutt, BBCRA Assistant Director, at ShuttT@bbflous. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP/RFQ will be sent to registered proposers using the registration information provided. 8. Additional Information After the proposals are received by the BBCRA, the BBCRA may make requests to proposers for clarifications,assurances,orfor other details including, but not limited to,financial and disclosure data relating to the proposal or proposer (including all affiliates, officers, directors, partners and employees). Any inquiries of a general nature applicable to all proposers will be directed to all proposers. Following submission of a proposal, the proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the proposal and/or the proposer (including the proposer's affiliates, officers, directors, partners and employees), as requested by the BBCRA. 9. Architectural and Design Requirements The Project should incorporate quality architectural design and site development standards that enhance the downtown area and adjacent properties. Proposers should review the BBCRA Plan Page 3 of 30 for Project development and design guidance. Proposals will be evaluated on their adherence and incorporation of architectural and design elements presented in the BBCRA Plan and the City of Boynton Beach Land Development Regulations. At minimum, the proposals shall include the following requirements: a. Creation of a mixed-use development project providing retail, office, grocery store, and residential uses. The proposed project must contain a workforce housing component that will be affordable to households with income of 80-140% of the City of Boynton Beach Area Median Income (AMI) levels as described below: Moderate income (80%to 120%) $52,146 to $78,218 Middle income (120%to 140%) $78,218 to $91,255; b. Incorporation of public spaces and plazas, publicly accessible WiFi, enhanced green elements into the proposed design including the preservation and enhancement of the City of Boynton's Dewey Park (see Attachment A); c. Construction of a minimum of one hundred fifty (150) parking spaces open to the public in addition to the amount of parking spaces required for the development itself; d. Incorporation of multimodal accommodations and amenities into the Project's design, such as but not limited to shared bicycle, "last mile" vehicle stops such as Uber or Lyft, commuter bus stops and a future commuter rail stop located on the Federal East Coast Railway property on NE 4t" Street (see Attachment "A," Aerial Map/Parcel Map); e. High quality exterior design and lighting enhancements of proposed parking garage structures to ensure compatibility with the surrounding area; and, f. Enhanced environmental features such as but not limited to electric vehicle charging stations and solar powered building and/or site components, etc. 10. Required Elements of Proposals Proposals must contain all of the following documents and information with tabbed sections in the order specified below to be deemed complete. Proposals not deemed complete may be rejected. a. Provide a general written statement describing the qualifications and background of the proposer including any financial (equity) partner. b. Provide a certificate of good standing from the Secretary of State of Florida and the state in which the corporation is headquartered, if not Florida. c. Provide a list of proposer's key personnel that will be directly involved in proposed Project's development or management team, along with their professional qualifications, and a list of similar projects on which they have actively participated. Provide no less than three and no more than ten related projects for this item. d. Provide a written list of similar mixed-use projects developed by the proposer, or companies controlled by its principals, and proposer's team that were completed within the last ten (10) years, including photographs, addresses, dates the projects were completed, and general project description. For projects that are public-private Page 4 of 30 partnerships, list the public partner and their contact information including name, title, address, email, and phone numbers. Provide no less than two (2) and no more than ten (10) projects for this item. If the proposer is comprised of more than one entity in a joint venture or partnership, each entity must provide the information requested separately. For joint ventures, development and equity partners, the proposer must summarize the actual or proposed amount of financial participation and control of each party within the partnership. If the entity is a subsidiary of, or otherwise affiliated with another organization, the proposer shall indicate such relationship. The proposer shall also list all proposed anchor tenants, if known at the time of submission, and third-party operators of the development. The proposer shall include the name and a description of the legal entity that would serve as the developer and be party to the Purchase and Development Agreement with the BBCRA. The proposer shall also provide the names and addresses of all persons and entities having a financial interest, mortgagee(s), or guarantor(s) in the proposed development and their roles in the project and the proposing entity. For joint ventures, the proposer must summarize the actual or proposed amount of financial participation and control of each party within the partnership. If the entity is a subsidiary of, or otherwise affiliated with another organization, the proposer shall indicate such relationship. The proposer shall also list all proposed anchor tenants and third-party operators of the development if known. e. Provide a brief profile for each member of the development team other than the proposing developer,as well as the resumes of the key personnel who would be assigned to the project. The proposer shall also identify any prior relations with the BBCRA for each individual team member or firm, members of its Board or its officers. The BBCRA reserves the right, in its sole discretion, to request additional information from any member of the development team to determine potential conflicts of interest and to limit or prohibit the participation of any team member or firm due to such conflict. f. State whether the proposed project is confined to the property offered by the BBCRA or if it utilizes adjacent property. If the latter, specify the location, size, use, level of control/commitment of such adjacent property to be included in the proposer's project and provide documentation evidencing site control or contractual commitment. If adjacent properties intended to be included in the project are not under the proposer's control, the proposal should include: (1) A base proposed concept assuming only the offered BBCRA property; and, (2) a proposed concept assuming the inclusion of the additional adjacent property. If the proposer wishes to propose variances from or changes to the requirements of the Land Development Regulations or the City's Comprehensive Plan, the proposal should include: (1) A base proposed concept without Page 5 of 30 the proposed variances or changes; and, (2) a proposed concept with the proposed variances or changes. g. Provide a Construction Staging and Sequencing Plan including nature and timing of on- and off-site impacts. Vehicular and Pedestrian Traffic Analysis and Plan for the proposed development demonstrating the proposed project would not cause unreasonably negative traffic impacts in the context of the Downtown District environment, and any modifications or improvements required to mitigate such impacts to maintain the integrity of the downtown traffic system, which, subject to City approval, would be the responsibility of the developer to fund as part of the project. h. Provide a detailed description of the proposed Project, with text, tabulations and graphics.This should include but it is not limited to a schematic site layout plan; proposed density, intensity, and height; parking locations and allocation per project component; a breakdown of the proposed total number of residential units and unit types, including number of bedrooms and bathrooms, and square footage for each unit type, whether condo or rental, and level of affordability, nature and square footage of commercial components, total gross building area (not including unenclosed/outdoor areas) and net rentable or salable area per project component (number of units, parking spaces, square footages should be provided per level as well as in total), conceptual elevations, as well as the information indicating compliance with the objectives and requirements of the plan and requirements specified in Paragraph 9, "Architectural and Design Requirements." i. Provide a proforma financial analysis including a development budget with a detailed breakdown of all project pre-development costs, other soft and financing costs, property acquisition from the BBCRA (and others if additional properties are included in the proposal), construction and other hard costs and post -construction period sales or other development costs, a sources and uses statement clearly identifying the sources and amounts and terms of all of the proposed debt and equity funding sources to pay for the project an operating cash flow detailing projected gross income, expenses, debt service and net cash flow, broken out by project component, for the development period and at least ten years of operation beginning upon project completion for a rental project/component(s) and through sell-out for a condominium project/component(s). Include a breakdown of the amount and terms of any proposed funding assistance being requested of the BBCRA, if applicable, and how those funds will be used when combined with other funding sources. A proposer may submit the requested breakdown information under a format of their own choosing but must also complete the Proposed Project Funding Uses and Sources Information form provided as Attachment "F". If the project is to be developed in more than one phase, clearly present the above information for each independent phase as well as in aggregate for total project. Provide assumptions and bases for the analysis including comparables and/or other support for estimated rental rates, sales prices, costs, expenses and other elements of analysis. Page 6 of 30 j. If the Project is proposed to use funding subsidies from the BBCRA or other qualified entities, proposer must provide a list of those entities and demonstrate experience with obtaining such project-based subsidies for workforce housing by listing projects and the amount and type of subsidy utilized or other information that would support proposer's ability to secure such financing. k. Provide a description of how the proposer will make attempts to utilize local qualified contractors, and sub-contractors, and laborers in the proposed Project as well as pre- apprenticeship or apprenticeship training. Documentation of this effort will be required as part of the project monitoring. I. Provide proof of financial capability to complete the proposed Project. Financial capability will be demonstrated by submitting a current (audited, if available) financial statement of the proposing entity, or underlying entity if proposing entity was recently created, which includes a balance sheet, a three-year statement of past income, and a projected one-year income statement for the current fiscal year for the proposer(and its parent entity if proposer is a subsidiary). In lieu of the above, the proposer shall submit third party evidence of the ability to secure financing in the form of a preliminary financing commitment letter or letter of interest from a lending institution or other primary source of debt or other financing. A firm financing commitment from a lending institution or other source of investment financing will be required prior to the closing of the sale of the Project property, or as otherwise stipulated in negotiated Agreement between the successful proposer and the BBCRA. Information regarding any legal or administrative actions, past or pending, that might impact the capacity of the proposer(or its principals or affiliates)to complete the Project must be disclosed. Disclosure of any bankruptcies by any of the above or related entities during the past ten years must be made with the RFP/RFQ. Financial information should be submitted in a separate, sealed envelope or package and marked 'confidential.' Financial information will be accepted only from the proposer as part of the submission packet and will not be accepted if it is submitted directly to the BBCRA by an outside entity or institution. m. A signed written statement of intent to purchase the Project property indicating the proposed purchase price along with a statement of willingness to execute a Purchase and Development Agreement within 90 days of selection if selected. Any Purchase and Development Agreement ("Agreement") will contain performance-based criteria and milestone timelines for items such as, securing debt funding,formal site plan application, commencement of construction, limitations on transferability or assignability of the Agreement without prior approval from the BBCRA, termination provisions for failure to meet the criteria listed and other provisions to adequately define the rights, duties and obligations of the parties. The Agreement may also contain a reverter clause. Page 7 of 30 n. Provide authorization to Perform Credit Check for each proposer or business entity. The Authorization must be executed by the appropriate officer of proposer entity (see Attachment "D.1 & D.2.," Disclosure and Authorization to Perform Credit Check forms). o. A list of all civil and criminal legal actions in which each proposer entity (and its parent entity if it is a subsidiary) is currently a named party or was a named party in the past four (4) years, providing the case number, case description, the state of jurisdiction, and disposition (or status) of each case. Proposer(s) may include any additional relevant information. If there are no legal actions to disclose, provide a written statement attesting to this fact. p. Provide a statement if the proposer is in arrears of any taxes or other financial obligations to the BBCRA, City, or any other municipal or state entities. Proposer(s) may include additional relevant information. If there are no arrears of any taxes or other financial obligations to disclose, provide a written statement attesting to this fact. q. Provide a PowerPoint presentation of the proposal, consisting of no more than 15 slides. with maximum of three (3) slides dedicated to Proposer's past history and experience information. All remaining slides will focus on description of the development of the proposed project (e.g. site, program, design, construction, development cost, schedule, financing, proposed acquisition terms, estimated absorption rates and sales/leasing/operations). r. Providing executed form verifying that the proposer has met with City of Boynton Beach Planning and Development Department staff to reviewthe Land Development Regulation requirements and development review processes applicable to the Project being proposed (see Attachment "E," City of Boynton Beach Planning and Development Department Meeting Verification Forms). s. All other requirements contained in this RFP/RFQ including all attachments that request a proposal or information from the proposer. t. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ (see Attachment "L," Acknowledgement Letter). 11. Submittal Package Requirements a. Location and Deadline. Proposals must be received by the BBCRA at 100 East Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435 on or before October 19, 2021, no later than 2:00 p.m. Eastern Standard Time(the Deadline),as determined bythe time stamp or clock at the BBCRA's reception area. Proposals received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted proposals and resubmit at any time prior to the Deadline. b. Form and Number of Copies. Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one (1) bound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer along with one (1) unbound but clipped copy of the proposal Page 8 of 30 and one (1) digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect Boynton Beach Community Redevelopment Agency City of Boynton Beach, Florida Issue Date: July 23, 2021 Submittal Deadline: October 19, 2021, no later than 2:00 p.m. (EST) c. Completeness. All proposals must be complete upon submittal to the BBCRA. d. Signature. The proposal, and any documents submitted with the proposal that require a signature, must be signed by an individual authorized by proposer to legally bind and represent proposer. e. Failure to Meet Submittal Requirements. The failure to meet the deadline, submit a proposal that complies with the form and number of copies requirements, or submit a complete proposal may result in the proposal being rejected and returned at the sole discretion of the BBCRA. f. Proposal validity. Proposals shall remain valid and binding on proposers for 180 days after the submittal date. 12. RFP/RFQ Documents Provided The following planning and site documents are considered part of this RFP/RFQ and may be obtained from the BBCRA office or https: /www.boIntonbeachcra.comusiness- evelo�ment/rf s-rfgs-itbso • Survey of BBCRA Owned Properties and Dewey Park (provided as Attachment "B") • Phase I and/or Phase II Environmental Report • Property Appraisals • 2016 Boynton Beach Community Redevelopment Plan In addition, all proposers are encouraged to walk the area surrounding the Project location and it will be assumed that each proposer has performed all necessary visual inspections on the property. 13. RFP/RFQ Proposal Evaluation and Selection Process The BBCRA staff shall review each proposal and provide a determination to the BBCRA Board as to whether or not each proposal meets the minimum submission requirements for review, Page 9 of 30 including whether the proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP/RFQ. A proposer's failure to provide a substantially complete RFP/RFQ response submission may result in the submission not being evaluated. The BBCRA Board or staff may request clarification of submitted information from any proposer. The confidentiality of proprietary information from competing Proposers shall be maintained to the extent permitted by law. In addition to meeting the minimum requirements of this RFP/RFQ as described in Paragraphs 9 and 10, each proposal will be evaluated on the following criteria. As noted below, adequate capability to successfully undertake the proposed project is a minimum standard which shall be met before any other criterion is considered: a. Capability of the Proposer and Development Team. Primary focus shall be on the experience, qualifications, and financial capacity of the proposer(and financial partner, if any is identified and to the extent firmly committed)considering:Track record of securing financing for (or self-financing) and developing projects of comparable nature and comparable or greater scale and of high quality in terms of their use and architecture; evidence of financing relationships and interest in the proposed project; other information indicating the proposer's financial capacity which it chooses to provide at this stage; reputation in the industry for competence and integrity;and successful completion of public-private development experience, if any. The capability and track record for high quality design of the architect/design team will also be considered. Note that if a proposer whose qualifications and financial capacity are not considered adequate to successfully undertake the project, the proposer will not be considered no matter what the proposal's merits on other criteria. Assuming adequacy of qualifications, relative qualifications,and capacitywill be considered comparative criteria weighed along with the other criteria. b. Likelihood of Feasibility. The likelihood of the proposed project being feasible in a reasonable timeframe, considering: (1) The thoroughness and convincing nature of the market, development/construction, financing,operating,and other elements of the proposer's analyses,assumptions,and strategies; (2) Financing commitments, if any; (3) Extent of control of any additional properties proposed to be included in the project; (4) Implementation schedule; and, (5) Conditions and contingencies for realizing the project such as financing, market/pre- leasing, and regulatory/approvals, and how likely these are to be achieved. c. Financial Return/Effect to BBCRA. This would include the value of the proposed sale terms, any subsidy requested from the BBCRA and the value of the additional public parking to be provided by the proposer, as well as real estate taxes and any other direct or other clearly identifiable revenues to the BBCRA that would be generated by the project, and consideration of the timing and likelihood of receiving these revenues and any such other direct values or costs that the BBCRA in its discretion considers relevant Page 10 of 30 and can reasonably be evaluated. (It should be noted that, although revenue generated by the project is an important evaluation criterion, the BBCRA is not obligated to select or negotiate with the proposer who proposes the highest financial return to the BBCRA.) d. Fulfilment of the CRA's requirements and objectives for the project as stated in Paragraph 1. This would include the number of public parking spaces, operational efficiency, aesthetic quality, and amenity of the proposed public parking component, the extent and nature of workforce housing, the proposed project's ability to contribute to the vitality, amenity, and economic activity of and in the Downtown District, have a high quality architecture and aesthetic appeal, and the inclusion of meaningful open spaces, providing green and sustainable components and initiatives beyond what is required and/or that are unique solutions, and the inclusion of adjacent properties to the extent that it will improve the overall quality of the proposed development; and, e. Proposed plan or program to use local contractors, sub-contractors, and laborers in the Project. The plan or program shall include pre-apprenticeship or apprenticeship training and monitoring mechanisms. After the BBCRA staff reviews the proposals for completeness and evaluates the proposals based on the criteria above, the BBCRA staff will present the results of the review and evaluation process to the BBCRA Advisory Board and BBCRA Board at a public meeting. The Proposers will present their proposals and their PowerPoint slide presentations before the BBCRA Advisory Board and the same presentation to BBCRA Board at their regular scheduled meetings in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. The BBCRA Advisory Board acts as a recommendation body to the BBCRA Board. The BBCRA Board will then consider all proposals that meet the minimum submission requirements for review, BBCRA staff review, the BBCRA Advisory Board recommendation, and/or any other relevant data in the selection of the successful proposer. At the conclusion of the public presentations, a proposer may be selected by the BBCRA Board. However, the BBCRA Board is under no obligation to select a proposer regardless of their ranking, and can, at its sole discretion, opt to terminate the RFP/RFQ process or continue the process to a subsequent meeting. The existence of a contractual relationship between a proposer and the BBCRA is contingent upon successful negotiations between the BBCRA and a selected proposer, and execution of an Agreement by both parties. Therefore, upon selection of a successful proposer, the BBCRA and the successful proposer will then enter into negotiations for a Purchase and Development Agreement that will contain terms substantially similar to those contained in the successful proposal and this RFP/RFQ. • Any Purchase and Development Agreement must be in a form approved by the BBCRA Board and BBCRA legal counsel. • If the BBCRA and the successful proposer are not able to agree upon a Purchase and Development Agreement satisfactory to both parties within ninety (90) days of the Page 11 of 30 selection of the successful proposer, proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. • If the BBCRA sends an agreed-upon Purchase and Development Agreement, or sends a Purchase and Development Agreement with a communication that informs the proposer that the Agreement constitutes the BBCRA's final offer, and proposer fails to return an executed copy of the provided Purchase and Development Agreement within 30 days of receipt of such Agreement from the BBCRA, the negotiations are deemed terminated unless the BBCRA explicitly extends the deadline in writing. • The BBCRA may withdraw its offer of Agreement, including a final offer, at anytime prior to acceptance of such Agreement. Upon termination of negotiations or withdrawal of offer of an Agreement, the BBCRA may move forward as it deems appropriate, which may include entering into negotiations with another proposer, re-advertising the RFP/RFQ electing to terminate the RFP/RFQ process, or any other action it deems to be in the best interest of the BBCRA. Any transfer of the property from the BBCRA to a proposer for less than market value will be subject to approval of the City of Boynton Beach City Commission. 14.Tentative Schedule The following tentative schedule is anticipated for actions related to this RFP/RFQ. All dates, times, and locations are subject to change. All changes will be posted to the BBCRA's website at wwwoboyntonbeachcraocom. Issue Date of RFP/RFQ: July 23, 2021 Voluntary Pre-Submission Meeting August 19, 2021 Question/Request for Clarification Deadline: September 30, 2021 Submittal Deadline: October 19, 2021 Presentation to Advisory Board: November 4, 2021 Presentation to BBCRA Board: November 30, 2021 Proposer Selection by BBCRA Board: December 14, 2021 Purchase and Development Agreement: February 8, 2022 (Note: The dates offered above are subject to change — registered interested parties will be notified by email of changes, if any.) 15. Contact and Questions a. Contact Information. All correspondence, questions, and requests for clarifications related to this RFP/RFQ must be directed to the person designated as the procurement officer for this RFP/RFQ: Page 12 of 30 Thuy Shutt, Assistant Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4t" Floor Boynton Beach, Florida 33435 Phone: (561) 600-9098 Fax: (561) 737-3258 Email: ShuttT@bbfl.us b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than 5:00 p.m. (EST) on September 30, 2021. All answers to questions, clarifications, and interpretations will be issued in the form of addenda,which become part of this RFP/RFQ.The proposer must acknowledge receipt of each addenda by completing the Addenda Acknowledgement form and including it with the submitted Proposal (see Attachment "H"). It is the responsibility of all proposers to obtain, review and respond to any and all addenda issued. Oral explanations, information, and instructions shall not be considered binding on the BBCRA.All proposers are encouraged to independently verify the accuracy of any information provided. Neither the BBCRA nor any of its agents or employees shall be responsible for the accuracy of any oral information provided to any proposer, or to any assumptions made by proposer. Written responses to all written questions submitted shall be maintained by the BBCRA in the RFP/RFQ file. c. Limitations on Communications; Cone of Silence; No Lobbying. Proposer or persons acting on proposer's behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the BBCRA posting the notice of intended award (excluding Saturdays, Sundays, and state holidays), any employee, officer, or board member of the BBCRA concerning any aspect of this RFP/RFQ, except in writing to the procurement officer or as provided in the RFP/RFP documents. Violation of this provision may be grounds for rejecting a response. Further, during the same time period, proposer or persons acting on proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP/RFQ. Communication prohibited by this RFP/RFQ or by any other state, federal, or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the proposer's proposal. Page 13 of 30 For purposes of this section, persons acting on proposer's behalf shall include, but not be limited to, the proposer's employees, partners, attorneys,officers, directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the proposer. This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP/RFQ and shall terminate at 1) the time the BBCRA Board selects a proposer, rejects all proposals, or otherwise act which ends the solicitation process; or 2) at the end of the 72- hour period following the BBCRA posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, whichever is later. 16. Disclosure and Disclaimer Proposer understands and acknowledges that to the extent permitted by law, the BBCRA retains all rights, at its sole and absolute discretion, to: a. Withdraw this RFP/RFQ at anytime; b. Modify the schedule associated with this RFP/RFQ; c. Issue addenda to this RFP/RFQ; d. Request additional information, clarifications, or assurances from one or more proposers or prospective proposers; e. Reject any and all proposals; f. Refrain from awarding an Agreement as a result of this RFP/RFQ; g. Verify the accuracy of any information provided; h. Accept proposals that deviate from this RFP/RFQ; i. Disqualify or reject proposals that are incomplete, untimely, or unclear; j. Re-advertise this RFP/RFQ and accept new proposals; k. Obtain economic feasibility studies or third-party evaluations with regard to any part of any proposal; I. Evaluate the proposals through any process that complies with the BBCRA Procurement Policy, this RFP/RFQ, and applicable Florida Statutes, m. Select the one or more successful proposals or proposers it deems will be in the best interests of the BBCRA, regardless of which proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP/RFQ for all proposals or for a specific proposal; o. Waive any formalities associated with this RFP/RFQ; p. Negotiate Agreements, abandon or withdraw from negotiations, approve Agreements, and take other similar actions as a result of this RFP/RFQ. Any proposer who submits a proposal in response to this RFP/RFQ fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP/RFQ, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP/RFQ, proposer or proposer's proposal may be disqualified. Page 14 of 30 17. Protests The Bid Protest Policy is available upon request. Submittal of a proposal in response to this RFP/RFQ constitutes acceptance of this policy. 18. Non-Discrimination The selected proposer, on behalf of itself, its successors and its assigns, agrees that no person shall, on the ground of race, color, disability, national origin, religion, age, familial status, sex, or sexual orientation, be subjected to discrimination in any way that is associated with the RFP/RFQ the BBCRA, the proposal, any Agreement resulting from this RFP/RFQ, or the Project. 19. Permits,Taxes, Licenses and Laws The successful proposer will be required to pay for and/or obtain, at its own expense, all permits, licenses, fees, and taxes required, and to comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to responding to this RFP/RFQ and carrying out the Project. 20. Sensitive and Proprietary Information The BBCRA will maintain the confidentiality of sensitive and proprietary information to the extent permitted by law. The BBCRA will consider all other information, documentation and other materials submitted in response to this RFP/RFQto be of non-confidential and or non-proprietary nature and therefore subject to public disclosure under Chapter 119 of the Florida State Statutes. If a proposer believes any portion of a proposal is exempt from public records disclosure, the proposer must identify the portion of the proposal it believes it is exempt, state the reason for exemption, and request the BBCRA exempt it from public records disclosure. The BBCRA will exempt potions of a proposal from public records disclosure only to the extent permitted by law. 21. Public Records The BBCRA is public agency subject to Chapter 119, Florida Statutes.The successful proposer shall comply with Florida's Public Records Law. Specifically, the successful proposer shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the BBCRA in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that the BBCRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and, d. Meet all requirements for retaining public records and transfer to the BBCRA, at no cost, all public records in possession of the proposer upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the BBCRA in a format that is compatible with the information technology systems of the BBCRA. Page 15 of 30 IF PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS RFP/RFQ, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 E. Ocean Avenue, Boynton Beach, Florida 33435, ShuttT@bbfl.us. 22. Public Entity Crimes Statement A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. In order to qualify for consideration under this RFP/RFQ, proposer must complete and attach Attachment "I," Public Entity Crimes Statement. 23. Drug Free Workplace Certification Preference shall be given to proposer(s) with drug free work programs, under the standards described in Section 287.087, Florida Statutes. Whenever two (2) or more proposals that are equal with respect to price, quality and service are received by the BBCRA or by any political subdivision for the procurement of commodities or contractual services, a proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to receive such preference, the proposer shall complete and submit with its proposal the attached certification, Attachment "J," Drug Free Workplace Certification. 24. Non-Scrutinized Entity By submitting a bid, bidder 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. Bidders must complete Attachment "K;' Certification of Non-Scrutinized Entity. END OF MAIN DOCUMENT PROCEED TO ATTACHMENTS Page 16 of 30 List of Attachments: A. Aerial Map/Parcel Map B. Survey of BBCRA Owned Properties and Dewey Park C. Proposer Information D. 1. Authorization to Perform a Credit Check (personal) 2. Authorization to Perform a Credit Check (business entity) E. City of Boynton Beach Planning and Development Department Meeting Verification Form F. Proposed Project Funding Uses and Sources Information G. Authorization for Release of Information H. Addenda Acknowledgement I. Public Entity Crimes Statement J. Drug Free Workplace Certification K. Certification of Non-Scrutinized Entity L. Acknowledgment Letter Page 17 of 30 ATTACHMENT "A" AERIAL MAP/PARCEL MAP 7 � a h "A"2" t ;V so 1�}+ t o O 'fi�tlf' t��ltyi +l+y or ' m v m c m ' `° c m'J O( r 8i Lij W W Oi N ,6 d `N ,O c a, c -o c m c av d6� � � Y411, $ ASSYt14� �� t . 4){rl+} tty r �kj`,f�S ���„"}����llftttu,(t t+}.d+;� U!li 3ita tj`tnNN3 z+h,tSNdl �A1 Y(ir t9 7ltltltl,�t II titi ,�;t4k.ci 4l, IN Iti g,i ti \ct+(-�.i �llr�tY� U,+�`�L 1)� s'ZZ y��ri,g �1��t���iaFV)tisl77G41�(♦ t±'��s4+;l;!r $ut�a`�hC�?Erlfi���{�": >>`,�fl k �.'' +3� Yfk�C� y€, , ,. r6`+�s�i `,°i�; + ve , irl Ax + Vi- S+t A , r. + + Page 18 of 30 ATTACHMENT "B" SURVEY OF BBCRA OWNED PROPERTIES AND DEWEY PARK Page 19 of 30 � � � � � � | OZ ATTACHMENT "C" PROPOSER(S) INFORMATION Name: Street Address: Mailing Address (if different): City, State, Zip: Telephone No. : Fax No: Email Address of Contact Person: Ownership Status - Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain the impact to the organization and management efforts. Age of Organization — In continuous business since: Leadership - List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publicly held company, list Chairman of the Board, CEO, and President: Federal Identification No.: State of Incorporation & Registration No.: If not a corporation, explain your status: Page 20 of 30 ATTACHMENT "D.1" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For Principal/Owner: (Please use a separate form for each principal/owner) As Principal/Owner of Proposer, I (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into my credit worthiness. Such consent and authorization are given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my credit worthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims, past present or future, which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Principal/Owner Name: Date of Birth: Current Home Address: Previous Home Address: Email: Phone#: Signature: Date: Print Name: Page 21 of 30 ATTACHMENT "D.2." AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer (Business Entity): The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the Proposer. Such consent and authorization are given with respect to any and all persons who may conduct an investigation of the proposer's credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a proposal is selected by the BBCRA Board. This proposer hereby waives any and all claims, past present or future, which the proposer may have against the BBCRA by reason of any credit investigation made pursuant to proposer's consent and authorization herein given to the BBCRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Proposer (Business) Name (D/B/A if applicable): Current Business Address: Federal Tax ID# State of Incorporation: Phone#: Fax#: Authorized Signature: Date: Print Name: Title: Page 22 of 30 ATTACHMENT "E" CITY OF BOYNTON BEACH PLANNING AND DEVELOPMENT DEPARTMENT FORM Proposer(s): _ has met with the City's Planning& Development Department to review the development that will be proposed within the 115 N. Federal Highway Block consisting of the following addresses and Property Control Number(s): Attachment "A" Property Addresses (check all applicable) Property Control Numbers ❑ BBCRA-owned Parcels 508 E. Boynton Beach Boulevard 08434528030010060 NE 1St Avenue 0843452803001 01 00 NE 4th Street 0843452803001 0080 115 N. Federal Highway 08434528030060010 ❑ #1 510 E. Boynton Beach Boulevard (Ace) 0843452803001 0030 ❑ #2 217 N. Federal Highway (S&F Properties) 08434528030010010 ❑ #3 209 N. Federal Highway (Camalier) 08434528030010121 ❑ #4 101 N. Federal Highway (Rajas Family Investments, Inc.) 08434528030060130 ❑ #5 500 Ocean Properties, LLC (Oyer) 511 E. Ocean Avenue 084345280300601 00 515 E. Ocean Avenue 08434528030060111 529 E. Ocean Avenue 084345280300601 20 General Summary of Proposed Mixed Use Development (check all applicable): ❑ Approximate Gross Area of Non-residential/Commercial Uses s.f. ❑ Approximate Total Number Market Rate Residential Units ❑ Total # Rental Units ❑ Total # For Sale/Condo Units_ ❑ Approximate Total Number of Workforce Housing Units ❑ Total # Rental Units ❑ Total # For Sale/Condo Units ❑ Other Uses Approximate Overall Height feet Approximate Number of Stories Approximate Total Parking Spaces (including additional Public Parking Spaces) Pre-development/Entitlement Applications (check all applicable): ❑ Future Land Use Amendment ❑ Rezoning ❑ Conditional Use for ❑ Site Plan Approval ❑ Replat ❑ Other City of Boynton Beach Planning & Development Dept. Staff Name/Signature: _ Date: Page 23 of 30 ATTACHMENT"F" PROPOSED PROJECT FUNDING USES AND SOURCES INFORMATION Project Uses and Sources Land Costs - Soft Costs - Construction Costs - Carrying Cost/Financing Costs - Marketing and Sales Costs - Permit and Impact Fee Costs - Developer Overhead and Profit - Total Project Cost - Capital Stack Proposer/Developer Equity $ - Outside Capital Investor Equity $ - Mortgage or Financed Amount $ - Amount of BBCRA contribution requested, if any $ - Other funding as identified $E- - Funding Total $ - Page 24 of 30 ATTACHMENT "G" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the business identified as "Proposer" below. By: Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH THE FOREGOING INSTRUMENT was acknowledged before me this day of 20 , by who is personally known to me or who has respectively produced as identification and did not take an oath. Notary Public: Print Name: Commission No: (Seal) My Commission Expires: Page 25 of 30 ATTACHMENT "H" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications 115 N. Federal Highway Infill Mixed-Use Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4 ❑ Yes ❑ No Date No. 5 ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other, please specify: Authorized Signature Print Name Title Date Page 26 of 30 ATTACHMENT"I" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: Submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; submit a bid proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; submit bids, proposals, or replies on leases of real property to a public entity; be awarded or perform work as a contractor, supplier,subcontractor or consultant under a contract with any public entity;or transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that proposer has not been placed on the convicted vendor list within the past 36 months and complies fully with the above requirements. Proposer Name Authorized Signature Print Name Title Date Page 27 of 30 ATTACHMENT"J" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that the proposer responding to this RFP/RFQ maintains a drug-free workplace program, and that the following conditions are met: (1) Proposer publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying the actions that will be taken against employees for violations of such programs. (2) Proposer informs employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Proposer gives each employee engaged in providing the commodities or contractual services included in this RFP a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), proposer notifies the employee that, as a condition of working in the commodities or contractual services covered under this RFP/RFQ, he/she will abide by the terms of the statement; and will notify the employer (proposer) of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Proposer imposes a sanction on, or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that proposer complies fully with the above requirements. Authorized Signature: Date Name &Title (typed) Page 28 of 30 ATTACHMENT"K" CERTIFICATION OF NON-SCRUTINIZED COMPANY , as proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the proposal or the execution of any Agreement arising out of this RFP/RFQ, the BBCRA may disqualify the Proposal and/or terminate the Agreement. Proposer Name By: Authorized Representative of Proposer Date: STATE OF COUNTY OF SWORN TO and subscribed before me this _ day of , 20 , by . Such person (Notary Public must check applicable box): [ ] is personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) Page 29 of 30 ATTACHMENT"L" ACKNOWLEDGMENT LETTER PROPOSER(S) SHALL INCORPORATE THIS ACKNOWLEDGEMENT LETTER IN THEIR SUBMITTAL PACKAGE ***************************************************************************** Re: Boynton Beach Community Redevelopment Agency Request for Proposal/Request for Qualifications (RFP/RFQ) dated July 23, 2021 115 N. Federal Highway Infill Mixed-Use Redevelopment Project To Whom It May Concern: The undersigned has read the Boynton Beach BBCRA(BBCRA) Request for Proposal/Request for Qualifications (RFP/RFQ) for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect, dated July 23, 2021. On behalf of proposer identified below and our proposal team,we agree to and accept the terms, specific limitations, and conditions expressed therein. We have read, rely upon, acknowledge and accept the BBCRA's disclosure and disclaimer, which is fully incorporated by reference into this letter, and certify that all of the requirements as described in the RFP/RFQ are met and all required documents are enclosed. We further certify that all information presented in this proposal, and all of the information furnished in support of the proposal, is true and complete to the best of our knowledge and belief, and we are aware of the fact that making false statements or presenting false information that results in an Agreement may be penalized to the maximum extent allowed by law. Sincerely, Name of Proposer Print Name and Title Authorized Signature Date Page 30 of 30 w,*aBEACHA,,..,RA ADDENDUM NO. 1 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) 115 N. FEDERAL HIGHWAY INFILL MIXED-USE REDEVELOPMENT PROJECT August 26, 2021 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) has issued a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of various BBCRA owned parcels including 115 N. Federal Highway, Boynton Beach, Florida, adjacent parcels for which the BBCRA has secured the property owners' consent to include in this RFP/RFQ and which the BBCRA anticipates owning prior to project commencement, and other parcels not owned or controlled by the BBCRA, as referenced and identified on Attachment "A" Aerial Map/Parcel Map of the RFP/RFQ, hereinafter collectively referred to as the"Project Site." The intent of this RFP/RFQ Addendum is to provide supplemental information or provide clarification when requested. Proposers submitting proposals for the above-referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the RFP/RFQ which shall become a part of and have precedence over anything shown or described otherwise. Question #1: In reviewing the RFP/RFQ, where the attached appraisal was provided and where the RFP states, "The property being offered (including the parcels the BBCRA is in the process of negotiating acquisition) is approximately 2.28 acres."Can you confirm that the Oyer property is part of the 2.28 acres and that the targeted date for closing on the Oyer property would be completed before the submission due date of October 19th? And also does that include the Bradley Miller property? Does the CRA anticipate that both of those properties would be available for the Proposers to include?And is there an anticipated value that the CRA will require as a minimum to bring both of those properties into this development? Answer. The 511, 515, and 529 E. Ocean Avenue (Oyer property), BBCRA owned properties, and 508 E. Boynton Beach Boulevard(Miller property), excluding adjacent alleys and road right-of- ways, total approximately 2.28 acres based on the survey provided and information indicated on the Palm Beach County Property Appraiser's website. A boundary survey for the Miller and Oyer properties will not be available until after closing. The contracted price for the Miller property at 508 East Boynton Beach Boulevard is$915,000. The BBCRA has performed its due diligence and the property will be conveyed to the BBCRA unoccupied. The BBCRA anticipates that the closing will proceed as scheduled on November 11, 2021 thus available to be included as part of this development. The Oyer property, 511, 515, and 529 E. Ocean Avenue, is appraised at $3.4 Million. The BBCRA Board agreed to a purchase price of$3.6 million and directed staff to enter into negotiations for a Purchase and Sale Agreement with a target closing date by the end of the year. The inclusion of this property into the development is subject to the completion of the BBCRA's due diligence which cannot occur until there is an executed Purchase and Sale Agreement. 01531443-1 1 Addendum No.01 Please refer to Paragraph 13, RFP/RFQ Proposal Evaluation and Selection Process, for information regarding the anticipated value of the properties as it relates to the overall quality of the development. Question #2: Please provide a copy of the lease agreement for Hurricane Alley with confirmation that all terms will remain the same with the CRA and eventually with Master Developer? Answer. The lease agreement for Hurricane Alley will not be available to the BBCRA until a Purchase and Sale Agreement between the BBCRA and 500 Ocean Properties, LLC is executed and due diligence commences. The BBCRA is unable to confirm any aspect of the terms of the lease at this time. Question#3: The parcel shown as#4, owned by the Raja Family Investments, is that property considered to be acquired by the CRA? Answer. The BBCRA has not received any direction from the Board to pursue acquisition of the referenced property. Question #4: What are the setbacks and height restrictions that are in place along the Federal Highway and Ocean Avenue frontages where retail uses will be located? Answer. This property is within the Urban Commercial Overlay, and would need to meet the overlay guidelines in addition to the underlying zoning district requirements. The guidelines require a pedestrian zone made up of three different components along Federal Highway and Ocean Avenue including: a street tree area zone of about five feet, a publicly accessible sidewalk that is ten feet wide, and a pedestrian zone (i.e. commercial, outdoor dining) that is another eight feet. All of these are measured from back of the curb inward into the property. The only additional height standard within the Overlay is a maximum height of 45 feet along Federal Highway then a step back in the building of about ten feet. After that ten feet, it is permitted to go under whatever the underlying zoning district permits. Question #5: There is a right of way between Ace Hardware and the CRA owned property, is that right of way part of the development or could it become part of the development? Answer. Abandonment of the 20' wide road right-of-way (Plat Book 1, Page 23) between the CRA property and 510 E. Boynton Beach Boulevard Property(Ace Hardware) is subject to review and approval by the City of Boynton Beach. If approved, only the portion between the Miller property and the BBCRA property may be incorporated in its entirety into the development. With respect to the right-of-way along Ace Hardware's property, depending on how the right-of-way was dedicated, only the southern half of the abandoned right-of-way may be incorporated into the development. Question #6: When Proposers submit a plan to the planning department for review, will they have the chance to have other disciplines/groups such as the City's Utilities Department weigh in on the plans? 01531443-1 2 Addendum No.01 Answer. The RFP/RFQ does not require Proposers to submit a full site plan. If Proposers would like to know the feasibility of their development, the BBCRA encourages Proposers to contact City staff and ask for a pre-application or pre-review before submittal. It is up to the Proposers at their discretion to do their due diligence. If additional approvals are required such as variances, conditional uses, code amendments, etc., those processes should be identified and addressed in the proposal. Proposers will still need to go through the City processes to do the formal review for the site plan approval processes. Please contact Amanda Radigan, Principal Planner, (RadiganA@bbfl.us), to coordinate an informal pre-application meeting with the City's development review team. Question #7: Please provide an estimated budget or value range for this project? Answer. The project budget or cost will not be available until the successful developer is selected by the BBCRA Board and a Purchase and Development Agreement is executed by both parties. Question #8: Does the CRA require union participation in your projects? Answer. No. Question #9: Do the CRA release planholder's lists for your projects? If so, please provide a copy. Answer. There is no planholder's lists for this RFP/RFQ. Interested parties who have registered to receive information concerning the project are provided in the response to Question #10 below. Question #10: Please provide a list of all registrants. Answer. The following entities/individuals have registered as of the publication date of this Addendum: • Bob Moser- Rvi Planning +Landscape Architecture • Mark Hefferin, Kelley Hefferin, Antonio Balestrieri, and Ogla Corrada - E2L Real Estate Solutions, LLC • Michael Haller- Concord Eastridge, Inc. • Jeff Burns-Affiliated Development • Louis Puma-Affiliated Development • Maxwell Van Arnem, Harold Van Arnem and Bill Morris- Ocean Ave Residences and Shoppes, LLC • Ted Leshinski- Keith Team • Jordan Thaler- Hyperion Development Group • June Jean- Stateland Brown Holdings • Tim Carey • Valerie Pleasanton • Barbara Ready 01531443-1 3 Addendum No.01 • Traci Scheppske— WGI A video recording of the August 19, 2021 Voluntary Pre-submission Meeting is available on the BBCRA website, https://www.boyntonbeachcra.com/Home/Components/RFP/RFP/10/80. END OF ADDENDUM No. 1 01531443-1 4 Addendum No.01 BOYNTON wvNWBEACHI RkuAlk ADDENDUM NO. 2 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) 115 N. FEDERAL HIGHWAY INFILL MIXED-USE REDEVELOPMENT PROJECT September 24, 2021 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) has issued a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of various BBCRA owned parcels including 115 N. Federal Highway, Boynton Beach, Florida, adjacent parcels for which the BBCRA has secured the property owners' consent to include in this RFP/RFQ and which the BBCRA anticipates owning prior to project commencement, and other parcels not owned or controlled by the BBCRA, as referenced and identified on Attachment "A" Aerial Map/Parcel Map of the RFP/RFQ, hereinafter collectively referred to as the"Project Site." The intent of this RFP/RFQ Addendum is to provide supplemental information or provide clarification when requested. Proposers submitting proposals for the above-referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the RFP/RFQ which shall become a part of and have precedence over anything shown or described otherwise. Question #1: Will the city of the awarded GC be responsible for the materials testing and inspections on this project? Answer: The BBCRA will be awarding the contract to a developer who will be responsible for hiring a General Contractor or Builder to work on the project if they do not have the expertise in- house. Question #2: Does Ms. Shutt need to be informed in writing when a proposer meets with City staff about the project? Answer: CRA and City staff have coordinated in advance of the RFP/RFQ issuance. Planning and Development staff is aware of the project so interested parties may contact City of Boynton Beach Planning and Development staff directly for a meeting. Below are their phone numbers. Mike Rumpf, Planning and Zoning Administrator 561-742-6374 Amanda Radigan, Principal Planner 561-742-6256 1 01531443-1 Addendum No.02 Sections 3, 12, List of Attachments, and Attachment "B" in the RFP/RFQ is hereby amended to state: (The underlined language below indicates language that is added. The .0rikeeit language below indicates language that is deleted). 3. Survey and Appraisal An aerial boundary and parcel map along with a copy of the property survey is included with this RFP-RFQ as Attachments "A," Aerial Map/Parcel Map and "B," Survey of BBCRA Owned Properties, Properties which the BBCRA currently has an executed contract to purchase, and Dewey Park. All appraisals and surveys of the subject properties that make up the Project Site are available or will be provided upon the BBCRA's acquisition in electronic form on the BBCRA's website, https://www.boyntonbeachcra.com/business-development/rfps-rfgsitbs. Proposers should not rely solely on the information in the appraisal when compiling the financial components of a proposal. The appraised value of BBCRA properties should be considered by proposer(s) in the offering price and request for BBCRA incentives. 12. RFP/RFQ Documents Provided The following planning and site documents are considered part of this RFP/RFQ and may be obtained from the BBCRA office or htti2s://www.boyntonbeachcra.com/business-development/rfps-rfgs-itbs. • Survey of BBCRA Owned Properties, Properties which the BBCRA currently has an executed contract to purchase, and Dewey Park (provided as Attachment "B") • Phase I and/or Phase II Environmental Reports(including 508 E. Boynton Beach Boulevard 9/13/21 Phase 11 Environmental Site Assessment) • Property Appraisals • 2016 Boynton Beach Community Redevelopment Plan In addition, all proposers are encouraged to walk the area surrounding the Project location and it will be assumed that each proposer has performed all necessary visual inspections on the property. List of Attachments: A. Aerial Map/Parcel Map B. Survey of BBCRA Owned Properties, Properties which the BBCRA currently has an executed contract to purchase, and Dewey Park C. Proposer Information D. 1. Authorization to Perform a Credit Check (personal) 2. Authorization to Perform a Credit Check (business entity) E. City of Boynton Beach Planning and Development Department Meeting Verification Form F. Proposed Project Funding Uses and Sources Information G. Authorization for Release of Information H. Addenda Acknowledgement I. Public Entity Crimes Statement J. Drug Free Workplace Certification K. Certification of Non-Scrutinized Entity L. Acknowledgment Letter 2 01531443-1 Addendum No.02 ATTACHMENT "B" SURVEY OF BBCRA OWNED PROPERTIES, PROPERTIES WHICH THE BBCRA CURRENTLY HAS AN EXECUTED CONTRACT TO PURCHASE, AND DEWEY PARK Please note that Attachment "B"has been replaced in its entirety and the.dwg file will be uploaded on the BBCRA website by 5:00 P.M. Monday, September 27, 2021. 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FEDERAL HIGHWAY INFILL MIXED-USE REDEVELOPMENT PROJECT October 4, 2021 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) has issued a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of various BBCRA owned parcels including 115 N. Federal Highway, Boynton Beach, Florida, adjacent parcels for which the BBCRA has secured the property owners' consent to include in this RFP/RFQ and which the BBCRA anticipates owning prior to project commencement, and other parcels not owned or controlled by the BBCRA, as referenced and identified on Attachment "A" Aerial Map/Parcel Map of the RFP/RFQ, hereinafter collectively referred to as the"Project Site." The intent of this RFP/RFQ Addendum is to provide supplemental information or provide clarification when requested. Proposers submitting proposals for the above-referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the RFP/RFQ which shall become a part of and have precedence over anything shown or described otherwise. Question#1: Is there any unused density associated with Dewey Park that can be used for additional units in the proposed development? Answer: No, Dewey Park currently is described as a passive recreational amenity adjacent to the project. In order to allocate density to the parcel and combine it with this project, changes in land use and/or zoning would be required, which would need to be approved by the City. Question#2: I understand there was a response to the question of whether the Oyer property can be included in the RFP response. I believe the answer was yes, however the last part of the response was a little confusing. With regard to the red portion, does this mean we cannot include this property into the response until the BBCRA's due diligence is completed and there is an executed PSA?"The Oyer property, 511, 515, and 529 E. Ocean Avenue, is appraised at$3.4 Million. The BBCRA Board agreed to a purchase price of $3.6 million and directed staff to enter into negotiations for a Purchase and Sale Agreement with a target closing date by the end of the year. The inclusion ion of this ropef' into the development is subject to the completion of the BBCRA'vw due diligence which cannot occur until there is an executed Purchase and Sale Agreement." Answer: The Oyer property may be included in a proposal pursuant to Section 10.f of the RFP/RFQ. 1 01546952-1 Addendum No.03 Question#3: Can you please resend a link for the Impact Fees? The link in the RFP does not seem to work. Answer. Please see the link below: ht!ps.,Ildiscover.12bcgov.oLcLlj2zbladminstratiogIpagesfimpacLfee.asx Question#4: Is there a pre-registration prior to the October 19th deadline that we can register our organization to be able to submit an RFP? Answer. Please see Section 7 of the RFP/RFQ for registration information. Question#5: On the proposal itself, what should we list as the price for the land, should it be the $3,400,000 or is the land free? Answer. Please see Sections 10.i,j, 1, and m of the RFP/RFQ. Question#6: With the understanding that the Oyer and Bradley properties are under Purchase and Sales agreements based on Addendum #2 map, can we obtain a copy of both agreements for our review to confirm specific conditions and confirmed timing to close? Answer. Please see the attached fully executed Purchase and Sale Agreements for both the 511, 515, and 529 E. Ocean Avenue and the 508 E. Boynton Beach Boulevard properties. Question V. Based on the revised property maps we understand the city currently has 3.581 acres of property to support the master development. This includes the City Dewey Park and Right of Ways as shown on attached highlighted map. Based on current and future zoning calculations of 80 units per acre this would indicate maximum of 286 units. Please confirm this is correct without any workforce housing bonus which would require a minimum of 25% of the units to be designated for 80-140 AMI for Boynton Beach area per section 9.a. of the RFP? In furtherance, we wanted to include hatched project area showing inclusion of dedications from ROW's to illustrate our master site density contributing land. Answer. Confirmation of total unit count for a proposed development needs to be obtained from the City of Boynton Beach. Question#8: Is the CRA eligible to extend its sunset date beyond 2044 to recover additional TIF money's that could be possibly used to support the developments parking requirements? Answer. No. Question#9: Are there appraisals available for 510 E Boynton Blvd, 217 N Federal Highway, 209 N Federal Highway and 101 N Federal Highway? They are not available on the BBCRA website. Answer. The appraisal for 209 N. Federal Highway is attached. The BBCRA does not have appraisals for 510 E. Boynton Beach Boulevard, 217 N. Federal Highway, and 101 N. Federal Highway. These were not included as part of the RFP/RFQ documents since the BBCRA was either not under contract for the properties, or Board approval of the offer price was not given for these properties. 2 01546952-1 Addendum No.03 Question#10: Section 9a, of the RFP is in reference to affordability. Where can we receive more specific information about what would be deemed affordable rents for these AMI levels described in the RFP?And what percentage of the affordable units would need to comply with the moderate income range vs. the middle income range? Answer. Please contact the City of Boynton Beach Planning and Development Department for the affordable rents for the Boynton Beach AN levels. The RFP/RFQ does not have a required percentage of affordable units for the moderate or middle income ranges. Sections 12 is hereby amended to state: (The underlined language below indicates language that is added. Thetau language below indicates language that is deleted). 12. RFP/RFQ Documents Provided The following planning and site documents are considered part of this RFP/RFQ and may be obtained from the BBCRA office or hts:// . ytoneachcra.co /business-develop ent/rfps-rfgs-itbs. • Survey of BBCRA Owned Properties, Properties which the BBCRA currently has an executed contract to purchase, and Dewey Park (provided as Attachment "B") • Phase I and/or Phase II Environmental Reports(including 508 E. Boynton Beach Boulevard 9/13/21 Phase 11 Environmental Site Assessment and Confirmatory Groundwater Sampling Report for the CRA Property in the vicinity of 115 N. Federal Highway) • Property Appraisals • 2016 Boynton Beach Community Redevelopment Plan In addition, all proposers are encouraged to walk the area surrounding the Project location and it will be assumed that each proposer has performed all necessary visual inspections on the property. END OF ADDENDUM NO. 3 3 01546952-1 Addendum No.03 PURCHASE AND SALE AGREEMENT This Purchase andl nt( rei r" )Is made and entered Into s of the Effective (hereinafter defined), by and between BOYNTON BEACH REDEVELOPMENTlic agency created pursuant Chapter 163, Part Ill, of the Flora s (hereinafter "PURCHASER") and SOD Ocean Properties, LLC (hereinafter 'SELL "). In consWeration of the mutual covenants ande in set forth,the Parties hereto agree as fol . PUKHASE A11D j&W&BQP= ll and convey PURCHASER andu nd acquire from SELLER, an the terms andn hereinafter , the Properties Wated In Pal Beach County, Florida (the aPropertlee) 9nd more particularlydescribed ll Lot 10 and the West 7 feet 8 Inches of Lot 11, Less the South 8 feet (Ocean Avenue R/", Block 4 TOWN OF BOYNTON, according to the plat thereof,as recorded In Plat Book X Page 23, f the Public records of Palm BeachCounty,Florida And Lot 11, Less the West 7 et 8 Inches,Less the South 8 feet Avenue ), ,according to the plat thereof,as recorded In Plat Book 1,Page 23,of the Public Records of Palma ,Florida. And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, accordingthe plat thereof, recorded in Plat Book 1, Page 23, of the Public Records 'Peachun ,Florida. Property Address: 51L 513% and Sn East 1. PURCHASE PRICE u r the Property shah illn Sbc Hundred ThousandIla ( ), payable in cash, by wire transfer oU nited States Dollars at the Closing. initials: SEMER's Initials: =,;7,F Purchase and Sale Agreement Pap 2 of 17 3. DEPOSIT. 3.1 Eafflest MopftJkgMN. in five( )Business Days after the execution of the Agreement by both parties, PURCHASER shall delver to Lewis, Longman&Walker, P ( ne) a deposit in the amount of Fifty ThousandIla ($%000.00) ( h "Initial Deposre). Provicling thisn Is inaterms , PURCHASHER shall deliver to Escrow Agent an additional deposit In the amount of One Hundred Thousand o! ( , on or before October 15t 2M1. The Initial Deposk and additional p sit are hereafter referred to a i . 3.2 AagilcoggoiDIshursemoi,,gf,,L)e2glit, The Deposit shall be applied an disbursed s follows: Providing this Agreement is not terminatedeither party pursuantthe terms set forth herein, Fifty Thousandit be releasedSELLER withinthe expiration of the Feasibility (hereinafter fine ). The remainingp shall be deliveredE a Closing, and the PU RCHASERsha II receive a credit for the Deposit againstPurchase ri . If this Agreement Is terminated duringthe Feasibility for any reason, the Depositshell be Immediately fun e PURCHASER. If this Agreement Is terminateda default, pursuant to Section 12,the Deposit shall be delivered to( r retained by,as applicable) on- f , and the non-defaulting Pa shall have such additional rights, If any, as are providedIn Section 3.3 Escrow Agent. PURCHASER andauthorke Escrow Agent to receive, deposit and hold funds in escraw and,subject to clearance,disburse them upon proper autharbAon and In accordance with Florida law and the of this Agreement The parties agree that Escrow AgentWill not be gableo for misdeliverV of escrowed PURCHASER andSELLER, unless misdelivery willful breach of this Agreement or gross negligence. If Escrow AgentInterpleads the subjectr Escrow Agent ill pay the filingand costs from the os n will recover reasonable attorney's fees and coststhe escroowed funs which are charged awarded as court costs in favor of the prevailingparty. All claims againstt will be a rbltrated, so long as Escrow Agents to arbitrate. 4. gFJ . E E The date of this Agreement( e Date ) shall be the date when t st one of the SELLER andPURCHASER has signed this Agreement. S. Q2$1M. The purchase and sale transaction contemplated herein shall dose o or before December 17, 2D21( a'Closing ), nle extended by written agreement,signed both parties, extending the Closing. However,In no event whomever shall the Closing r later than December 31, 2MI. 6. Tlyg]n E CQhIVEYED. At Closing, SELLER shalt convey tD PURCHASER, mmims PURCHASM Initials: , o-r SELLM I i : r Purchase and Sale Agreement Pap 3 of 1 Spedal Warranty Deed1 it the requirements of the1 nt(hereinafter defined), valid, a e b and lrisurable title In fee simple the Property,free and dear of any and all lens, encumbrances, conditions, easements, rl ions and other conditions except only the following(collectively, 'Permitted Exceptionsm): ( ) general real taxesestate and special assessments for the year of Closingn u uen t due and payable; ( ) covenants, conditions, easements, dedications, rlghts-of-waV and matters record Inducled on the Title Commitmentor shown on the Survey ( n In Section , to hich PURCHASER falls3 or which PURCHASER agrees to accept, pursuantSection 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER and Its designeesshall have from th Effective Date II November 1Z 2MI (aFeaslbilkV Parlocr), at PURCHASEWs expense, to make Inquiries which PURCHASER may deem necessarydetermine a suitable r Its Intended we and to enter upon Property, at anytime to time with reasonablenotice to SELLER and so long tresult In a business Interruption, to perform any and all physical tests, inspections, valuation appraisals and Investigations of the Property, Inducling but not limited to Phase i and Phase it Investigations. During this Feasibility Period, PURCHASER may elect, In C SE 's sole and absolute d1wation, to terminatethis Agreement and receive back theDeposit, provicied that PURCHASER es SELLER with written notice E ' s terminate the Agreement prior to time on the last day of the Feasibility Period. Soul PURCHASER fail to providei rior to 5:00pm Eastern time n the fine I day.of the Feasibility Period, PURCHASER will have waiveditterminate the Agreement pursuant to this , the II become non-refundable to PURCHASER(except In the event of a material default bV SELLER),and the parties shall proceed to Closing on the terms and conditionscontained in. If PURCHASERlterminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the , subject to such disturbanceas was reasonably e sa or convenlent forte testing and Investigation of the PmpertV,(i1)to the extent practicable, shall repair and restom anya E ' testing and i n; a (Ii ase to SELLER, at no cost all reportsn h r work product generated as a result of the PURCHASERsIn Investigation. PURCHASER hereby es to Indemnify and hold SELLERharmless from and against all dalms, losses, expenses,s, man s and liabilities, Induclift but not limited to, amrney'sfees,for nonpayment for services rendered to P (Iniluding, without Imitation, any construction liens resultingtherefrom) or for damage to persons or property (subject the limitation on practicability ) arising out of PURCHASEWs. Investigation o the Property. However, PURCHASEWs Indemnification obligations shall ncot exceed Its statutorylimits of sovereignImmunity ithi n 768.28, Florida Statutes, and PURCHASER does not waive its sovereign Immunity h . ' obWlons under a ion shall survive the termination,expiration orClosing of this Agreement. 7.1 MII&YJIME, Within twenty( ) days of the Effective , PURCHASER shall obtain, at the PURCHASERsnse, from & Title Company chosen by PURCHASER PUC s l i i l SELLER's I I d � � 17 Purchase nd Sale Agreement Page 4 of7 (hereinafter l Ca pan ), a This Commitment sl t insure in the amount of the Purchase Price subjectonly to the Permitted Exceptions,together with completelegible all Instruments a s conditions r exceptions In Schedulethe Titlen ll assessments, outstanding utility charges, liens and other matters not constituting1 fns and that can b cured with the payment of moneyshall be paidr to or at closing from SELLEWs proceeds. PURCHASER shall examine the 'ritle Commitment and deliver written notice SELLER no later than thirty( )days after the Effective Daft notifying E any objections PURCHASERhas to the condition of tit (h r'Title Objections"). If PURCHASER falls to deliver the Title ObjectionsSEMER withint rt ,title shall be deemed accepted subject conditions set forth In the TitleCommitment. If PURCHASER timely delivers the Title Objections,then s either cure and remove the Mtle Objection(s) or provide notice to PURCHASER that SELLER will not cure such title J (hereinafter "Cure Period"). in the event that SELLER Is unable or unwilling to cure remove,and or cause to be cured and removed, the TitleObjections i the Cure Period, then PURCHASER, i 's sale and absolutediscretion, shall have the option o (1) accepting the title as it then Is and proceedingsin it reduction in the Purchase Price and all such Title Objections that SELLER dechnescure shall become Permitted Exceptions, or(ii) canceling andr fn i h In which ,the Deposit shall be returned to PURCHASER n the is shag her obligations or liability hereunder, except for those x i n of this Agreement. Should elect to accept the title s it then Is and proceed to Closing, i ll still be required all assessments, outstandingcharges, liens,and mortgages due and payables of the Closing. In no event shall SELLER be requiredto commence litigation to cure any title or surveydefect,encroachment,or encumbrance. Prior to the ClosingPURCHASER shall have the right to cause the Title Company to Issue an updated Title Commitment (ONe Ucovering the Property. If any Title Update ins any conditions that arose after the effective date of the title commitment and causedwere or allowed to occur by SELLER andwhich i r In theI nt, and such Items render title unmarketable, 5 shall have the right to object such new or different conditions in writingr to Closing. fl rights and objections of the Parties with respect objections rii hshall be the same as objections items appearing in the Titlef j s of this Section. 7. . 5urvey &_v1-. PURCHASER, at PURCHASER's expense, shall obtain current boundary u y (the ) of the Property, Indicating a number of acres comprising the Property to the nearest I/WMh of an acre. if the Survey disdoses encroachments n the Property or that Improvements located thereon encroach on setback lines, easements, Ins of others or violate ny restrictions, covenantsof this or applicable n l regulations, the same shall constitute a title fe and shall be governed the provisions of Section 7.1 con f Objections. ver, In no event shall S i commence litigation n title or survey :P of tPURCHASM InItIals: SELLER's Iii I : Purchase n Sale Agreement Page 5 of 17 encroach me nt,or encu mbrance. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASERfollowing n and Instruments withint (3) business days of the Effectiveof this Agreement, except as specifically I I . 7.3.1 Copies of lanes for all commercial and residential tenants ing the Property. 7. .2 Copies of any reports or studies (including en to rl environmental, soil borings, and other physical Inspection , in SELLEWs possession or control with respecte physical condition or operation of the ,If any. 7.3.3 Copies of all licenses, variances, iv , permits (including not limited to all surface water management permits, wetlands r lconsumptive use permits andvl n I resource permits), authorizations, and approvalsrequired law or by any governmental or private authorltyhaving jurisdiction r the Property,or any portion ( I Approvals"),which are material to the use or operation of the Prope rtV andin SELLEWs possession, any. 73A At Closing, shall execute and deliver to PURCHASER any and all documents and Instruments requiredPURCHASER,in PURCHASER's n absolute discretion, hich: (Q effectuate the transfer to PURCHASER of thoseov rn I or portions thereofis are applicable the Property, that PURCHASERdesires to have assigned o it, and/or ( ) cause the Property to be withdrawn from anyGovernmental Approvals. SELLER will not be requiredincur expenses to providesuch documentsan Instruments. o later than twenty ( prior to thei , SELLER shall remedy, restore, and rectify any and all violations r I Approvals (including, but not limited , any and all portions of the surface r management system, mitigation areas or other Items which do not comply with the Govemmental Approvals or applicable rules), if any. SELLER ns that there will not be, at thetime 11 any unrecorded Instruments affectingWe to the Property, Including but not limited any conveyances, easements, licenses r leases, CONDITIONS 1'0 CLOSING. PURCHASER shalln obligated to close on the purchasethe Property unlesseach of the following n ins(collectively,the "Conditions to 11 ) am either fulfilled or waived by PURCHASERIn writing: . . RegrespoWligarls and WarMM& All of the representations and warranties of SELLER containedin this Agreementshall be tnie and correct as of Closing. .2. physical condition of the Property shall b ,rrsPURCHASER's Initials. Initials: r Purchase and Sale Agreement Page 6 of 1 materially the some n the date of Closing s on the Effective Date, reasonable wear and tear excepted. 8.3. PendInA_ProMed1ng1, At Closing, there ll be no litliption, claim, action, or administrative agency or other governmental proceeding, of any kind whatsoever, Nether pending, actual, or threatened, that would affect the Property, which has not been disclosed,prior to CJosing, n C . s and Regulations. The Property shall be I compliance with all applicable federal, state andi laws, ordinances, rules, regulations, requirements,licenses,permits ando ions as af thedate of Closing. Property II y t t t time of Closing J on ®x leases referred to In Section 7.11 above. After the Effective t t,Sailer shall be permitted to renew existingleases affecting the Property provided that II such renewal leases provide the landlord a nine ) right of termination, do not exceed a term of one Veer from the date of renewai, and that any ternu whatsoever that differ from the current lease r thant lease expiration subject I or rejection by PURCHASER. 9. QDSINGePURCHASER ll prepare, or cause to be prepared, the Closing t forth In this Section, except for documents prepared by the PURCHASER'PURCHASER's Titlein shall execute anddeliver, or cause to be executed ei the following documentsInst (collectively, "Closing o n , . Japed. A Special Warranty Deed ( h ") conveying valid,good, marketable and insurablesimple title n r of all liens, encumbrances and other conditions of title otherthan the Permitteds. .2 121ler"s AffMlXks.121r" SELLER shall furnish to PURCHASER and Title Company a customary o n is affidavit attestingt @ bestof b knowledge,no Individual r entity has any claim i under the applicable llen i ; and that there are no partiesIn possession of the Property other then SELLER. SELLER shall also fumish non-foreignv . In the evet SELLER Is unable t 'de live r its affilaffild evits refers need above,the same shall be deeined an u neured title . Closingclosing n h the Purchase price, the II credits, adjustments and prorations. between PURCHASER andII costs and expenses to be paidat Closing, n net proceeds due SELLER,which PURCHASER shall so execute and deliver at Closing. OmAto Docuarn Documentationrequired r title to the GIMMS s ' Inithils. SELLEWs initial Purchase and Sale Agreement Page 7 of 17 Property f all liens,encumbrances and ,if any,otherthan otherPermitted 1 ns. .5. Add An1LQgg1M1= Suchr documents as PURCHASER or the Title Company may reasonably t that SELLER execute and deliver,and any other documents requiredis Agreement or reasonably necessafy In order to close this transaction effectuatetheterms of this . CLOSINGM EBQMONS,CLOSING GM AND rents,10.L Prorations. Assessments, Interest, Insurance and other expenses of the Property shall be prorated through theloi shall have the option of taking r existing policiesinsurance, assumable,In whichpremiums shall be prorated. Cash at Closing s ll be Increased or decreased as may be requiredr Ins throughto be made h r to Closing. Advance rentand security deposits,If any,will be credited . Taxes shall be proratedupon the current yeaes tax with due allowance r maximum allowable . ll comp with SectionIV Florida Statutes,with respect to the payment of prorated ad valorem taxes for the year of closing Into I II is Office. in the event that, following the Closing, l amount of assessedI pmperty tax an the Property for the current yearls higherthani used for purposes of the Closing, s shall re-prorate anyi r credited basedon suchestimate aslfpaid In r. This shall sufvIve the Closing. . . SRAGWI ROL Uens. Certified, confirmed and ratified special assessment liens imposed by publicl sin . Pending liens s of Closingshall be assumedPURCHASER. If the Improvement has been substantially completed as of the Effective Date, any pendinglien shall be consideredcertified, confirmed or ratified and SELLER shall, at ClosInL be charged an amountl to the last estimate r assessment for the Improvement by the public Closina Cost& PURCHASER shall be responsibler recordingII general closing expenses (settlement ur r fees, ovemight package, etc.), all title insurance expenses, documentary sumps an the deed, and any expenses associated PURCHASEWs financing. ill pay their respective attorney's fees. Otherthan SELLER yin r , PURCHASER and SELLER agme that the transaction contemplated this Agreement shall be"net"to the SELLER withyin II costs associated with the tra nsactio n other than SELLEWs a y's ure. PURCHASER shall fund the Purchase the credits, offsets andherein. C (as applicable)shall execute and deliver to ClosingClosing sin sh II, at of " PURCHASEWSI •a SELLER's i I • ``'' Purchase IAgreement Closing:Page 8 of 17 (1) disburse the sale proceeds to SELLER; (II) deliver the Closing Documentsn a 'marked-up"ntle Commitment to PURCHASER, andr, record the Deed and other recordable Closingin the appropriatepublic records. lflg, MoM&2A ApdAt Closing, shall obtain, or cause to be obtained, s fa r release of record of all mortgages, liens applicable c ri IL REPRESENTA11ONS, COVENANTS AND WARRANTIES OF SELLER. To induce PURCHASERr Into this Agreement, SELLER makes the following ,all of which,to the best of Its knowledge,in all material respects and except as otherwise provided in thW Agreement(1) are now true, and(IQ shall be true as of the date of the Closingunless receives Information to the contrary, and (III) shall survive the Closing. In that PURCHASER Ii be provided immediate notice to the following representations: 11 At all t s e Date until priorto Closing, shall keep the Property(whether before or after the date of Closing) clear of any mechanies or material n's liensfor work or materials fumished to or contracted for,by or on behalf of SELLER prior to the Closing,and SELLER shalll a fen and hold PURCHASER harmless from against allx nd Kablilty in connectiont (including,without limitation,co u rt costs reasonableand rn s ). 11.2 SELLER has no actual knowledge nor has SELLER received any notice litigation, i ,action or proceeding actual orh in r the Property by any organization,person,Individualorgovemmental agency which (as to anythreatened litigation,claim,action or proceeding,Ina materiallyv fashion)the use,o lue of the Property or any part thereaforwhicho otherwise relate 11.3 SELLERhas full power and authorityr Into this Agreement and assume and performobligations hereunder in this Agreement. SELLER does not and will not conflict it In the breach of any conditionor provision,or constitute a defaultunder,or result In the creation orImposition o lien,charge,or encumbrance upon th Property or assets of the SELLER by reason ofthe terms of any contract,mortgage,lien, s , agreement, Indenture, Ins r judgment to which the SELLER Is a party of which is or purports binding the SELLER or which effects the E ®no action by any federal,stow or municipal r other govemmental agency department, commission, board, bureau or Instrumentality necessaryto make thIsAgreementa valid Instrument bindinguponthe SELLER In accordance with its terms. 11.4 SELLER representsill not,between the AgreementandtheClosing,withoutr r t, lch consent shall not be unreasonably i I r delayed, except In the in st , create any r PURCHASEWS In t Is: SELLIEWS Purchase and Salet Page 9 of 1 encumbrancesnthe . For purposes of this provisionn "she II mean any liens, claims,options, or other encumbrances,encroachments, rights-of-way, leases, conditionseasements, covenants, or restrictions. Except for renewing existingleases In accordancewith Sectiona.5 hereof,SELLER represents thatSELLERill not,betweenthe Effective Datoof this Agreement and the Closing,take any action to terminate r material ,amend or alto r any existingto existance,withoutthe pdarconsentof PURCHASER,whichConsent shall not be unreasonablywilth held ordelayed. 1L5 SELLER represents that them rh In possession of the Property r any portion of the Property as a lessee othert clSection . . IL6 SEI IF shall use Its best efforts to maintaint Property In Its present condition so as to ensure that'll: shall remain substantially In the same condition from the conclusion the sl rt the Closing . IMENTIONALLY DELETED. representsJLLB SELLER that It has no actual knowledge nor has it received notice that the Property has been,is prose nfly or Is contemplatedui!ized as a reservoir of Hazardbus Material. As used herein,the term"HazardousI" shall mean any substance, water or material which has been determinedany state, federal or local government authority to be capable of posingrisk Injury to health,safety , Including not limited to,all of thoseIs,wastes and substances hazardous ortoxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor,the U.S.Department of Transportation, an r any other state or local governmental agency now or hereaftr authorized to regulate materials and substances In I n (collectively " r I ut ( s)"). 11.9 SELLERthe Property is not subjectany dead restrictions or declaration of restrictionsrunning it the Property whichwould use of the Property exceptthoset Permitted ns as deflneclabwe. IL10 Between the Effective Date of this Agreement and the data of Closing, SELLER ill not file any application for a change of thezoning i# t' of the Property. M11 AMU The execution and deliveryh nt by SELLER and the consummation by SELLER of the transactioncontemplated this Agreementhi SELLEWS capackyn all requisite action has been taken to makethis Agreement valid and binding on SELLER in accordanceh Its terms.The person executing this Agreement an of SELLER has n duly authorizedn behalf of and to binds ,and this Agreement representsa valid binding ! of SELLER. wo i initialo, SELLEWs Initials: °., Purchase and Sale Page 10 of 17 11.12 Mle. SELLER Is and will be on the Closingowner of valid, , marketable and Insurable simple title to the Property, free and clear of all liens, encumbrances and restrictions of anykind, except the Permitted Exceptions whichencumbrances of record ill be dischargedt Closing). IL13 Addibanal Warranties and a I ��m w Inducement E enteringi this a nt, SELLER, to the best of SELLEWS Information ai ,hereby representsandwarrants the following: =111 Them are o pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, Including limited , PURCHASER, municipalities, counties, districts, utilities, r federal or state agendas, concerninguse or operation , or title to the Property or any portion thereof not grantedor Is not obligatedInterest in the Propertyto any of the foregoing . 11.23.2 am no facts believedI to the use, 'condition and operationh Property in the mannerthathas been usecloroperated, i i has not disclosedU I Including limited unrecorded instruments or defectsin the f the Property whichill Impairthe use or operation of the Property f any manner. .3 The Property andthe use and operationthcompliance with all applic3ble countyl laws,ordinances,regulations,licenses,permits n authorizations, in ui limitation, IIcable- zoning and anvironimental laws and regulations. 12. . L PUBQd&SWs Default. In the event that this transaction fails to close due to a wrongful refusal to close r default on the PURCHASER,subject to the provisionsf Paragraph 12,3 below, the Depositl then being heldshall be paid bV Escrow Agent to SELLER liquidated s and,t r, i PURCHASER nor SELLER shall have any further obligation or liabilities n r this Agreement,except forthose expressly providedsurvive the termination of this Agreement,- , however, that PURCHASER shall also be responsibler the l of any lions assertedtte Property by persons claiming , through or under PURCHASER, but not otherwise. PURCHASER an SELLER acknowliadge that If PURCHASERfu ill suffer damages In an amount hick cannot be ascertainedh reasonable certaintyn the Effective Date and that the amount of the Deposit being held et most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this Is a bona liquidated stn and not a penalty or forfeiture provision. '7PURCHASEWs Initials. SELLWs Inft �, Purchase and Sale Agreement Page 11 of 17 122. Seller's Default. In the event that SELLER shall fall to fully timely performany of its obligations or covenants hereunder or I any of SELLEW S representations untrue or Inaccurate, then, notwithstanding anything trary contained In this Agreement, PURCHASER may, at Its option: (1) declare SELLER In u under this Agreement by notice I' to SELLER, In which event PURCHASER may terminate demand that the Deposit be returned, Including all Interest thereon if any, In accordance with Section 3 and neither Party shall have any further rights hereunder, or specific performance of this Agreement without waiving any action for damages. Notice gf Rjftjft., r to declaring a dffkultnexercising the remedies in, the non-defoulting Partyshall Issue a notice of to the defaulting I the event or condition of default In sufficient detail to enablea reasonable n to determineion necessary to cure the default. The defaulting shall have tan ( ' days from deliverynotice duringthe default, , however,that as to a failureclose, the cure periodshall only be t ' ( )business the delivery of notice. Both parfles agree that N an extensionIs requestedas a result e u such extension shall not be unreasonablywithheld I t In no event shall the Closing er 31, 2021. if the default has not been cured within the aforesaid period, non-defoulting Party mayexercise the remedies described . Survival. The provisions of this section shall survive the termination this Agreement. 13. NOTICES. II notices 1 In this Agreement must be In writing and shall be consideredl'vered when receivedmail, return receiptr personal de live ry to the following addresses: If to Seller Christian Macovlak Oyer-Macovlak Insurance 531 East Ocean Boynton Beach,FL 33435 With a copy to: Harvey E. Oyerill h n,LLP 525 Okeechobee I . Suite 1 West Palm Beach,FL 33401 If to Purchaser: Thuy Shutt,Executive Director Boynton Beach Community veld t Agency IM E.Ocean Avenue, h Floor Boynton ,FL 615"aza PURCHASEWs Initials: SELLEWs InItialse, ��. r Purchase nd Sale Agreement Page 12 of 1 With a copy : Kenneth Longman a1 r, PA 360 S.Rosemary Avenue Suite West Palm Beach,Fl.33401 JA BINDING-.,M.OBLIGATION/ASSIGNMENT.� _ The terms andconditions of this Agreement hereby made bindingon, and shall Inure to the benefitso and permitted assigns of the Parties hereto. SELLER may not asswn Its Interest In is Agreement without the prior written consent of PURCHASEki ll not be unreasonably h . PURCHASER II have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SEU.ER andthe PURCHASER shall be releasedfrom any further It 1 liabilities r this Agreement. The PURCHASER may not assign this Agreement to any other party withoutprior written approval of SELLER, which shall not unreasonably ith I . If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease AgreementIn effect,the to of section ),FlorWa Statutes,js it may be amendedtime i ,shall 15. BROKER _FEES._ The SELLER and PURCHASER hereby gets that they have not dealt with a l estate broker In connection with the tranrAcdon contemplatedi nt and are not liable r a sales commission.SELLER and PURCHASERr t I Indemnify, defend i each r from and againstn all claims, s. damages, costs or expenses (Including, u limitation, attorneys ) of any kind arisingu or resulting from any agreement,arrangement or understanding alleged to have been made with any broker or finder claiming through the Indemnifying party In connectbn with this Agreement. The provisionsthis Section shall survive Closingr termination of this Agreement. 16. I TLC IAL For purposes of thisAgreement, pollutant ("Poll ") shall mean anv hazardous or toxic substance, material, or waste of anykind or any contaminant, pollutant, petroleum, petroleum productor petroleum by-products defined or regulated environmental laws. Disposal ("Disposal") shall mean the release, , handlIng, discharge, or disposal of such Pollutants.Environmental lam(uEnvilronmental ")shall mean any applicable federal, state, or local laws, statutes, ordinances, les, regulations or other governmental restftlonL 16.L1 As a material Inducement to PURCHASER entering Into this Agreement, SELLER hereby warrants and represents the following,asappIl . ( SELLER and occupants obtained n In full compliance with anyand all permits regardings I I on thePropertV or contiguousowned by SELLER,to the best of SELLER'S knowledge. ainorms PURCHASEFrs Initials- SEU.Effs In tl Purchase and Sale t Page 13 of 7 (2) SELLER is not awarenor does It have any notice of any past,present orfuture e , iti itis or practices which may give rise to any liability r form a basisr any claim, demand, cost or action relatingi of anyPollutant on the SELLERnor does it have any notice of any past,presentorfuture n , conditions, i t practices an configuousproperlythati iv rise to any liability r forma basis for any claim, n r action relating to the Disposal o any PollutantaffectingtheSELLER'S property. ( ) There inocivil, criminal or administrative action, sult, claim, demand, investigation or notice of violation pending or, knowledge, threatened ais or the Property relatinganyway to the Disposal of Pollutantsonthe Pro perty, y portionth or an any contiguousn . . PUBUC REMRDS. PURCHASER is a publicsubject r 119, Florida Statutes. The SELLER Ls hereby notified that thel y bw, pursuant Chapter t in and discloseupon requestIt records deemed publicunder the statute Including this Agreement and some or all of the documentsconsummate the transaction set forth herein.To the extent that any litigation s I Instituted by SEUJM, either directly or as a thirdprevent or prohlbt Purchaser from disdosingr providing documents Involvingthis Agreement orthe transactiont in the Agreementu to a public u r Chapter 119,SELLER agrees that PURCHASERaye r: defendthe claim up to and Including final judgment or ' Interplead the challenged documentsInto the court. In either event, reasonable attorneye fees and costk rll and appellate. 18. LAISPII W. - I. This Agreement and any amendment hereto,may be executed in any number of counterparts, shall be deemed to be an orghal and all of which shall, together, constitute one andthe same Instrument. The section and paragraph headings herein contained are for the purposesWentlication only and shalln I construing this AgreeReference to a Sectionshall be deemed to be a referencethe entire ion, unless i . No modification or amendment of this Agreement shall be of anyr effect unlessin writing executedy the Parties. This Agreement forth the entire agra n n the Parties relatingthe n all subject a r herein and supersedes all prior and contemporaneoustions, understandings written or orat between the Parties. This Agreement shall be interpreted to accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction ny litigation brought arising out of thisAgreement shall be In the Fifteenth Judicial Circuit, In and r Palm BeachCounty, Florida, or, should any cause of action be limited to federal jurisdiction only,In the Uniteds District Courtforthe Southerni I ri . 1 r herein time which n esu i ie shall an ®calendar days. Any timer for in this PURCHASM ' I : , _. Purchase and Sale Agreement Pop 24 of 7 Agreement which endson a Saturday,Sunday or legal holiday shall extend t ® . an the next full sine . Ti n In performance IIobligations r this Agreement. . . Waiver. Neither the Il Insist upon a strict performance of any of the terms, provisions, covenants, agreements andconditions hereof, nor the acceptance of any Item by a party withknowkWge of a breachof this Agreement by the other party In the performance of their respective o l i run r,shall be deemed a waiver of otherany rights or remedies that a party may have or a waiver of anysubsequent c r defaultIn such provisions, covenants, agreements or conditions. This shall survive to rmination of th Is Agreementthe Closing. 114, tonn . The Parties to thisAgreement, through counsel, have participatedin the negotiationn tion hereof. Neither this Agreement nor any amendmenthereto shall be more strictly construedit any of the Parties. As used In this or any amendmenth lin II Include the feminine, singular shall Inducle the plural, and the plural shall Include the singular,as the context may require. Provisions of this Agreement that expressly provide that they survive Closing shall not merge Into the Deed. jkbilit ., If any provision of this Agreement or the applicationthereof shall, for any reason and to anye Invalid or ,neither the remainder of this Agreement r the applicationi t persons,entitiesr circumstances shall be affected thereby, butInstead shall be enforcedmaximum nt permitted by law.The provisions of this Sections all apply to anyt i t. 18.6 rt _._Provisions. Handwritten provisions Inserted In this Agreement and initialed shall control al printedprovisions in conflict .7 MIverofJupildiii. an Inducemeritto PURCHASER agreeingenter Into this Agreement PURCHASER and SELLER hereby waive trial by jury In any actionr proceedingu r party against to other party pertainingr whatsoever arising out of or In anyway wrinectedwiththis Agreement. 61torneys Do mad C Should it be necessary to bringan action enforce any of the provisions of this e a Ie attornew fees and costs,Including those at the appellatelevel,shall a the prevailingunlessotherwise provided In this Agreementn j limitation of sovereign Immunity as providedhi Section 768.2B, Florida Statutes. 119 lindillL Autor c represents andarra the other that each person executingt behalf of the PURCHASERn E has of t I .. �. Initials Purchase I t Pop 15 of 17 full right andI authority to executethis Agreement andi a for whom r an whose behalf he or she is signing h respect to all provisions containedIn this Agreement. rn . This Agreement may not be recorded in the Public Palm u ,Florida without the.prior approval of both parties. Survival. The covenants, warranties, re presentations, Indemnities n undertakings C and PURCHASER that specifically surviveaoslngset forth In this Agreement shall survive the Closing. 16,12 'SEILLERs Attomeye Fees and Cosb.SELLER acknowledges ands that SELLER shall be responsiblefor Its own attorneW fees and ag costs, If any,Incurred by SELLER in connection with the ion contemplated by this Agreement. 18.13 jMMMkMjMMUajgL NothingIn this Agreement shall be deemed to affect the rights, prtvleges, and sovereign Immunities of the PURCHASER, Including those set forth in Section Florida Statutes. 19. REPRESENTA-nONS, MVENANTS AND WARRAN-nES_ F PURCHASER. To Induce SELLER to enter Into this Agreement, PURCHASER makes the followingrepresentations,all of which, to the best of its knowledge, II material respects andotherwise vl i this n (r) are now true, and (IQ shall be true as of the date of the Closing, (III) Il survive the Closing. 19.1 i Iii In o Ing;. PURCHASER was validly created under all r _ in good standing under II- applicable s of the Effective this Agreement, andill be in good standingunder all applicable state laws a of the Closing . 1 Ion n i nRC AS and the consummation by PURCHASERof the transaction n l by this Agreement are withinPURCHASERS. lawful capacity and all requisite action has been taken to make this Agreement valid and bindingon PURCHASERIn Ith its terms.7he person executing PURCHASERthis Agreement on behalf of s been duly authorizedon behalf of and bind PURCHASER,andthis Agreement representsI in i obligation Of PURCHASER. -I . -Is .and V& All faults. VBCIFICALLY SET FORTH HEREIN. IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS KIRCHASING THE PROPERTY IN AN AS4S. , AND WITH WARRANTIES SET FORTH HEREIN, SELM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONSITION OF THE PROPERTY OR THE PROPERTY'S NTNESS FOR PURCHASERIS HfMDED USE. PURCHASER SHOULD RELAY ON ITS OWN INVESTIGATIONS AND DiSPECTIONS DURING THE FEASIBUITY PERIOD. aiamws I Purcluse and Salet Page 16 of 17 1, _ - r Insurance --I . a1n on East Faj-,,adeall of rr1` Bulldipg. PURCHASER andn' l t the existingint ll sign on t of the531 East OcianAvenue building l r over 60 years,is one of the is business Images In the Cifty of Boynton Beach, possesses historic and cultural 1 , and is one of the last remainingrepresentations of the Citys historic maln street. such, PURCHASER agrees to uie Its bestI Il sign eitherI r to be relocated and utilized elsewhere In the vicinitythat the cost of the preservation and relocationefforts do not exceed a maximumof Twenty Thousandll . I the event that PURCHASER Is unable to preserve or relocate the wall sign as provided herein, PURCHASER II provide notice ,who shall sixty within which to relocate the sign at Its own n r contribute all additional funding r$20,0W to the CRA for the CRA to relocatethe sign. les adcnowledge and agree that the possibility ists that the sign could be 4amaged or destroyed duringI tl n. However, PURCHASER shall use Its best efforts, as provided herein, to preserve the wall sign ensureand that It remains visible li . IN WITNESSF, the Parties have executed i date. PURCHASEWsIII r Purchase and Sale Agreement Page 17 of 17 : COMMUNITYBOYNTON BEACH P REDEVEILOPMENT AGENCY { Printed n S.Grant -1plovinted Name: Title: IrTitle: _41r.���� � r � WITNESS: WITNESS: �. , PrivNa : Printed Name: r r� ESCROAP �GENT r9� �` .�. n al ' Printed Nanne. tk;,� x PURCHASEFVs I iti Is: SELLEWs I i ® i 4 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and 508 E BBB, LLC (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER,. on the terms and conditions hereinafter set forth, the Properties located at 508 E. Boynton Beach Boulevard, City of Boynton Beach, in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Nine Hundred Fifteen Thousand and 00/100 Dollars ($915,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. 3. DEPOSIT. 3.1. Earnest Money Deposit. Within five (5) Business Days after the execution of the Purchase Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00)the "Deposit"). 3.2. ApplicationZDisbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, Fifty Thousand Dollars ($50,000.00) shall be released to SELLER sixty (60) days from the expiration of the Feasibility Period (hereinafter defined). The remaining Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for the full Deposit ($100,000.00) against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the /' I PURCHASER's Initials: �- `7i 00704498-1 SELLER's Initials: Purchase and Sale Agreement Page 2 of 15 Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3. Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before November 11, 2021 (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have twenty (20) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to PURCHASER's Initials: SELLER's Initials: 00704498-1 a_ Purchase and Sale Agreement Page 3 of 15 terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1. Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and PURCHASER's Initials: S)64r-- SELLER's Initials. T-77 00704498-1 Purchase and Sale Agreement Page 4 of 15 contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections. 7.3. SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1. Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.2. Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3. Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from PURCHASER's Initials: SELLER's Initials: 00704498-1 Purchase and Sale Agreement Page 5 of 15 any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. A Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2. Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in PURCHASER's Initials: SELLER's Initials: 00704496-1 Purchase and Sale Agreement Page 6 of 15 possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non- foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2. Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. PURCHASER's lnitials:.5/J/X— SELLER's Initials: 00704498-1 Purchase and Sale Agreement Page 7 of 15 10.4. Closin _Costs. PURCHASER shall be responsible for recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER is responsible for documentary stamps on the deed and half of all general closing expenses and their own legal fees. All other costs of closing shall be borne by PURCHASER. 10.5. Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6. Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1. At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2. SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3. SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property PURCHASER's Initials: SELLER's Initials: 00704498-1 Purchase and Sale Agreement Page 8 of 15 or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4. SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER,which consent shall not be unreasonably withheld or delayed. 11.5. SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6. SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7. SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8. SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). PURCHASER's Initials: 5&- SELLER's Initials: 0070981 Purchase and Sale Agreement Page 9of15 11.9. SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10. Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11. Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12. Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13. Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1. There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2. There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. PURCHASER's Initials: 06--, SELLER's Initials: OD704498-1 Purchase and Sale Agreement Page 10 of 15 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period,the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: PURCHASER's Initials 5&r— SELLER's Initials: 00704498-1 Purchase and Sale Agreement Page 11 of 15 If to Seller: Bradley Miller 508 E BBB, LLC 508 E. Boynton Beach Boulevard Boynton Beach, FL 33435 With a copy to: Alan J. Ciklin, Esq. CIKLIN LUBITZ Northbridge Tower I, 20th Floor 515 N. Flagler Drive West Palm Beach, FL 33401 If to Purchaser: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman &Walker, PA 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 14. BINDING OBLIGATIONZASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf PURCHASER's Initials SELLER's Initials: 00704498-1 Purchase and Sale Agreement Page 12 of 15 with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged PURCHASER's Initial 00704498-1 SELLER's Initials• Purchase and Sale Agreement Page 13 of 15 documents into the court. In either event, SELLER agrees to pay PURCHASER'S reasonable attorneys'fees and costs, both trial and appellate. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the PURCHASER's Initials: MZ/-- 00704498-1 SELLER's Initial Purchase and Sale Agreement Page 14 of 15 Closing shall not merge into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6. Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7. Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 18.9. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10. Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11. Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12. SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 4r— PURCHASER's Initials. SELLER's Initials: 007044e8-1 Purchase and Sale Agreement Page 15 of 15 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEVELOP ENT EN w ma Printed Name: Steven B. Grant Printed Name: L' Title: Chair Title: Date: , zo t Date: 7 WW1 ,MESS: 1 WITNESS: 79 x AfPrinted Name: ,° Printed Name: � ' Ap�ro r� Lewis, Longma & alker, P.A. Printed Na e: _[ clk 4A r Date: PURCHASER's Initials: 5eb— SELLER's Initials: 00704498-1 APPRAISAL REPORT (APPRAISER FILE: 20-1928) r; vv S i REDEVELOPMENT SITE THE BOARDWALK 209 N FEDERAL HWY BOYNTON BEACH, FLORIDA FOR BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOYNTON BEACH, FL AS OF OCTOBER 26, 2020 AUCAMP, DELLENBACKT APPRAISERS&CONSULTANTS AUCAMP y APPRAISERS&CONSULTANTS November 12, 2020 Mr. Michael Simon Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave Boynton Beach, FL 33435 RE: Appraisal of Real Property The Boardwalk 209 N Federal Hwy Boynton Beach, Florida 33435 (Appraiser File: 20-1928) Dear Mr. Simon: As you requested, we made the necessary investigation and analysis to form an opinion of value for the above referenced real property. This report is an appraisal of the property. To assist Boynton Beach CRA in business-related decisions regarding this property, this appraisal provides an estimate of market value for the fee simple interest in the subject real property in its "as is" condition. This report is written in APPRAISAL REPORT format. No other party may use or rely on this report for any purpose. This appraisal assignment and report have been prepared in accordance with requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) developed by the Appraisal Standards Board of the Appraisal Foundation, with the appraisal requirements of Title XI of the Federal Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), with the Interagency Appraisal and Evaluation Guidelines of 2010, with the Appraisal Institute's Code of Professional Ethics and Standards of Professional Appraisal Practice, and with requirements of the State of Florida for state-certified general real estate appraisers. The subject is located along the northwest corner of N Federal Hwy and NE 1 st Ave within the municipality of Boynton Beach, Palm Beach County, Florida. The site consists of 14,336 square feet (SF), or 0.33 acres. In 1945, the subject was improved with a structure that has since been converted to a retail building containing 1,034 SF. The subject's quality of materials is rated as average; the improvements have been maintained in average condition. The subject is currently 100% occupied by a single tenant who operates an ice cream shop. The lease commenced on April 3, 2015, and the term of the lease is 5 years with 3% annual escalations. There is a one, five-year option to extend the lease, and the tenant is currently in the option period. However, the lease is not relevant for the subject valuation since a substitute premises clause allows the landlord to relocate the tenant to an alternative space nearby. Therefore, the fee simple interest is the relevant interest. lgoo NW CORPORATE BOULEVARD, SUITE 215E, BOCA RATON, FLORIDA 33431 561-998-9326, FAX 561-241-4759 Mr. Michael Simon November 12, 2020 The gross rent from the current operation is $31,523 annually, or $30.49/SF. After deductions for operating expenses, the net operating income is around $15,000, or $14.50/SF. When capitalizing this income stream at a 6.5%, the result is a value of$230,000. Our estimate of land value is around $60/SF, or $860,000. The subject's land value has exceeded the value as improved. The existing improvements are only useful on an interim basis until the property can be redeveloped. The subject does not appear to be listed for sale on the open market, nor is it reported to be encumbered by a purchase and sale agreement. On Friday, March 13, 2020, President Trump declared a National Emergency concerning the Novel Coronavirus Disease (COVID-19). The World Health Organization declared the outbreak of this virus to be a pandemic. Global financial conditions have been significantly affected. We have completed this appraisal report as this situation is unfolding, and the effects on the economy and the real estate markets have yet to be fully understood. We have incorporated this feature using the best available information as of the date of this report. A further discussion regarding this unfolding event is found near the beginning of the Market section and before the SWOT analysis. After careful and thorough investigation and analysis, we estimate market value for the fee simple interest in the subject real property in its "as is" condition, subject to assumptions and contingent and limiting conditions as well as any extraordinary assumptions and hypothetical conditions, as explained in this report, as of October 26, 2020, is: EIGHT HUNDRED SIXTY THOUSAND DOLLARS ($860,000) Every attempt has been made to distinguish between tangible real property, tangible personal property, such as furniture, fixtures and equipment, and intangible property, such as assets and business value. This appraisal is limited to valuation of the tangible real property ("real property"). Aucamp Dellenback & Whitney has not performed services concerning this property during the past three years. Thank you for this opportunity to assist in meeting your appraisal needs. Respectfully submitted, AUCAMP, DELLENBACK&WHITNEY Jonthan Whitney, MAI State-certified General Real Estate Appraiser RZ2943 jon(o-)-adw-appraisers.com AUCAMP, ELLEN C ITNEY 3 File#20-1928 TABLE OF CONTENTS TABLE OF CONTENTS PART 1: INTRODUCTION 1 TITLE PAGE 1 LETTER OF TRANSMITTAL 2 TABLE OF CONTENTS 4 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS 5 LOCATION MAP 7 SUBJECT PHOTOGRAPHS 8 SCOPE OF WORK 14 PART 2: DESCRIPTIONS, ANALYSES, AND VALUE CONCLUSIONS 16 MUNICIPALITY 16 NEIGHBORHOOD 18 MARKET 22 SUBJECT PROPERTY 27 HIGHEST AND BEST USE 36 VALUATION PROCESS 37 SALES COMPARISON APPROACH 38 RECONCILIATION AND FINAL VALUE CONCLUSIONS 53 NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME 54 PART 3: ADDENDUM 55 CERTIFICATION 55 CONTINGENTAND LIMITING CONDITIONS 57 HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS 60 DEFINITIONS 61 AREA DESCRIPTION AND ANALYSIS 65 APPRAISER QUALIFICATIONS AND LICENSE 71 AUCAMP, DELLENBACKI NEI' File#20-1928 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS REPORT TYPE Appraisal Report PROPERTY TYPE Redevelopment Site LOCATION 209 N Federal Hwy, Boynton Beach, Florida 33435 REPORT DATE November 12, 2020 VALUATION DATE October 26, 2020 INTENDED USER Boynton Beach CRA INTENDED USE To assist in business-related decisions regarding this property SITE 14,336 SF or 0.33 acres IMPROVEMENTS Retail building constructed in 1945 and containing 1,034 SF OCCUPANCY 100% by a tenant ZONING Central Business District (CBD) by the City of Boynton Beach CENSUS TRACT 61.00 FLOOD ZONE X & AE, flood insurance is typically required in Zone AE HIGHEST AND BEST USE As Vacant: Immediate development of an urban residential-focused mixed-use project in conjunction with surrounding parcels. As Improved: Interim use of existing improvements until the property can be assembled and redeveloped with an urban residential-focused mixed- use project. NORMAL MARKETING PERIOD Twelve months or less REASONABLE EXPOSURE TIME Twelve months or less ASSIGNMENT OVERVIEW The sales comparison approach provides the most useful indication of market value. AUCAMP, DELLENBACKI NEI' 5 File#20-1928 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS VALUE INDICATIONS Cost N/A N/A N/A Sales Comparison $860,000 $832 $60 Income Capitalization N/A N/A N/A Market Value Conclusion $860,000 $832 $60 AUCAMP, DELLENBACKI NEI' File#20-1928 LOCATION MAP LOCATION MAP Lake Placid. _ Port St Lucile !10 Okeechobee Stuart N s 5 Clvckheard Ridge 4i;I,[s l•= _P ec.�_i1r.gat , klabbt Sound r9K Indiarrown harlotte - 7a Ir �� o 1l<0,1Jmabdr° I�s ' Jupiter arl�ntte Park m :rm` e Pe ld beach "Melon Hz�en Gardens fis cis Pah�okee `as••. - ,�ao': Riviera Beach `. La Bee ED LlCTwi Stu Yn y t Palm Bleach Alva Royal North Bort M ers Belle Glade SUBJECT 7B, Fort myers Lehigh Acres -44 ke`Warth Cape Corms; Artm R, E®ynt Beach }i C ; San Carlos Park. Delray' Beach Sanibel A10 las Irnirrokabae Bunn rt s tSaca Platen 3Pnngs , rhf,,,S .k:. Deerfield Beach Cs�ral 5�rrings,� Tamarac Porhpana Beach Lauderdale Lakes i sa, .,R ' '` az' Plantation` Naples .. , - ... - Fort L uderdaIe T Big cp,tt,'_r.v..m,,v R 914,1 n .r-tCooperCity DaA k.,ea Dania E e t� �,:. 25- Holl wood ' any r'r�'r Hallandale Beads Marco' �' Miraet�an 7 C,,P ,^1.,G— North.Miami Beach �Q, (eqr I Carol C1Py Ta"tai"i Tail g rI �•�� Hialeah 7Y .�r•�d � 3 . Miami lar .tra4 �e2.a° Iamiami Tmil ,. ` CoraI Gahbes �a Kendall (a:7a Cutler.Ridge Lt&q,,W,i„ On .621 .._ kisevtr 1'�Wc1�„I Homestead n U'ti !tet, olmd f.:�rNs. r _.etc, r F,a.•�r 2,A'a, I Ui i g•_ .?rr.,r=rbsYj9are .� b.,�.e Key Largo AUCAMP, DELLEN ACK&WHITNEY 7 File#20-1928 SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS r r R :'a v'�>n rtut rrs t tr>F t",t i II lt,N,I"II'j A f� '� 7 i I � iI���` Y�, L �➢ t �S`� l '�{' �r - - > �•j> �„ t (III �, t {! 1 Bird's eye view of subject (outlined) facing subject's south elevation r tI t t Facing subject from sidewalk along N Federal Hwy (south and east elevations shown) File#20-1928 SUBJECT PHOTOGRAPHS r. 7} f su l0 i41 ii. �l 4 gg 4 �A 1 T East and north elevations shown ! a� e� � � s 1 i r i 14If ���r ii �4 Facing north along N Federal Hwy with subject on the left AUCAMP, DELLENBACKI NEI' 9 File#20-1928 SUBJECT PHOTOGRAPHS r}� �p i !�1}tl4jr i l R k { i.r s��2§ — � Sp Facing west along NE 1St Ave with subject on the right f ! i 3 I res ; I 1 1 i Z s n Retail area AUCAMP, DELLEN ACK&WHITNEY 10 File#20-1928 SUBJECT PHOTOGRAPHS w" ", ,wllslii Sf ik f � f € �4 a �t I� Storage area � a _- \ rh emu - € Preparation area AUCAMP, DELLENBACKITNEI' 11 File#20-1928 SUBJECT PHOTOGRAPHS j , t ' t Rear patio (west elevation shown) t;) a r z w , r„ _ w r Exterior seating area AUCAMP, DELLEN ACK&WHITNEY 12 File#20-1928 SUBJECT PHOTOGRAPHS } �1)�) i1t I�flll{S{}1S�) felt tts 4�jtf, _ is�p fitii�r niltll)tt�Cl����lt�trytl}ji}{�9 Sti�ii�1S}} r}i� 1+lit'�1 - liii�l it ��� i���lil}+i`•'i<<yl Ql lf7t�'11���lSstG l � � (��it°11��1Si ��i 1c i `t� } � t 4ilt Restroom AUCAMP, DELLENBACKITNEI' 13 File#20-1928 SCOPE OF WORK SCOPE OF WORK Appraisal Purpose: To estimate market value in "as is" condition Interest Appraised: Fee simple interest Client: Boynton Beach Community Redevelopment Agency Intended User: Boynton Beach CRA. No other party may use or rely on this report for any purpose. Intended Use: To assist in business-related decisions regarding this property Report Format: Appraisal Report Inspection Date: October 26, 2020 Effective Date: October 26, 2020 Report Date: November 12, 2020 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance. Definitions: Shown in the addendum of this report Hypothetical None Conditions: Extraordinary None Assumptions: Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. Appraisers: Jonathan Whitney inspected the readily accessible areas of the subject site and improvements, performed the research and analysis, and wrote this report. Other: Prudent and competent management is assumed AUCAMP, DELLENBACKI NEI' 1 File#20-1928 SCOPE OF WORK Subject Property Name: The Boardwalk Address: 209 N Federal Hwy, Boynton Beach, Florida 33435 Location: The subject is located along the northwest corner of N Federal Hwy and NE 1 st Ave within the municipality of Boynton Beach, Palm Beach County, Florida Legal Description: The East Half of Lot 12, Lot 13 and Lot 14, Less the East 10 Feet Thereof, Block 1 Original Town of Boynton Beach, According to the Plat Thereof, Recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida (source: survey). Current Owner: 209 N FEDERAL LLC (source: Palm Beach County Property Appraiser records). A title search was not performed as part of this assignment as that is outside the scope of work. Ownership History: The subject has not sold during the prior three years. No arm's length transactions have occurred in the three years prior to the valuation date (effective date). The subject does not appear to be listed for sale on the open market, nor is it reportedly encumbered by a purchase and sale agreement. Items Received: The following items were provided by the client: • Lease, dated April 3, 2015 • Survey, dated February 4, 2014, by O'Brien, Suiter & O'Brien, Inc. Interviews: We interviewed Mike Ross, a representative of the property owner, regarding the subject property. Market Data Sources: CoStar Realty (subscription service), LoopNet.com (subscription service), Multiple Listing Service (subscription service), PwC Real Estate Investor Survey (subscription service), published reports from national brokerage firms, RealQuest (subscription service), Site-To-Do-Business (subscription service), Floodmaps.com (subscription service), RealtyRates.com (subscription service), Marshall Valuation Service (subscription service), local county property appraiser's records (public records), Circuit Court recordings (public records), and appraisal files Types of Data: Land and improved sales and listings Geographic Area: Primary: Boynton Beach; secondary: Palm Beach County; tertiary: South Florida Verification: Sales were verified by a party to each transaction, unless otherwise noted AUCAMP, DELLENBACKITNEI' 15 File#20-1928 PART 2: DESCRIPTIONS, ANALYSES, AND VALUE CONCLUSIONS The subject's municipality is described in the following pages. The Addendum contains an Area Description and Analysis of the state, South Florida, and Palm Beach County. MUNICIPALITY The City of Boynton Beach is located in southeastern Palm Beach County along the coastline of the Atlantic Ocean. The City was originally founded in the early 1900s and experienced tremendous growth between the 1950s and the 1980s. The city is nearly built-out with only infill sites remaining for development; redevelopment of some older properties has occurred during the past 10 years. Boynton Beach currently has roughly 65,000 residents. The City Limits encompass roughly 16.4 square miles, and the city is the third largest in Palm Beach County behind West Palm Beach and Boca Raton. The automobile is the primary mode of transportation in the city. The city has a grid-like pattern to its roads. Major north-south roadways are Federal Hwy, 1-95 and Congress Ave. Major east- west roadways are Woolbright Rd, Boynton Beach Blvd and Gateway Blvd. Each of these east- west roads intersect with 1-95. Transportation linkages are good. The most intensive uses within the city are permitted in the downtown area near the corner of Federal Hwy and Boynton Beach Blvd (AKA 2nd Ave). This downtown area has historically been a small low-rise area with limited commercial uses; new development has primarily consisted of a couple of residentially-focused high-rise buildings. The Congress Ave corridor, located west of 1-95, is a major retail corridor in the region, anchored by the enclosed Boynton Beach Mall and open-air Renaissance Center. Substantial new commercial and residential development has occurred over the past 15 years in this area, consisting of low- to mid-rise office, retail and residential buildings. Boynton Beach has close proximity to a few high-end communities, such as Gulf Stream and Ocean Ridge. Primary employment centers in the region consist of Boca Raton to the south and West Palm Beach to the north. However, pockets of employment centers are located throughout the South Florida region. For instance, a large light industrial park, Quantum Corporate Park, is located in northern Boynton Beach near Gateway Blvd and 1-95. Adequate recreational and institutional uses are located in the city or nearby. Several beaches are open to the public north and south of Boynton Beach Blvd. The 401-room Bethesda Memorial Hospital serves the Boynton Beach community. The long-term sustainability of Boynton Beach is aided by continued long-term in-migration to the region and proximity to employment centers and recreational amenities. AUCAMP, DELLENBACKITNEI' 16 File#20-1928 MUNICIPALITY MUNICIPALITIES MAP r. manaiapn NIVf PUX xi I ! ! F, li � w SUBJECT .7,sC0itdh:Beach Ocean Rd e u r . k �> Briny Breezes r Golf i rhsr°' t t , . ! i r v '� a iia Cie m � W _I ! a � H4 L L Delray Beach A s � a I f 'z s V R AUCAMP, DELLENBACKITNEI' 17 File#20-1928 NEIGHBORHOOD NEIGHBORHOOD The subject neighborhood is the downtown area of Boynton Beach. This downtown area is the greater area surrounding the intersection of Boynton Beach Blvd and Federal Hwy. The neighborhood is in the revitalization stage of a typical neighborhood life cycle. The primary mode of transportation throughout the neighborhood is the automobile. Boynton Beach Blvd is a four-lane, traffic artery with an interchange with 1-95. Seacrest Blvd is a collector roadway in the eastern part of the neighborhood. Federal Hwy is the primary north-south thoroughfare. Local streets connect with Boynton Beach Blvd and Federal Hwy. Overall, the roadway network is good. Most of this neighborhood corridor was developed with single-family homes in the 1940s and 1950s. Some of these buildings have been converted to commercial use by single occupants. Lots are relatively small and most conducive to use by small buildings. The eastern end of the neighborhood was initially developed with some small, low-intensity commercial buildings. The City and the CRA (Community Redevelopment Agency) has been actively encouraging a more intensive downtown over the years. The downtown had a relatively low profile until three major redevelopment projects were completed during recent years. • Marina Village along E Ocean Ave was completed in 2006 with up to 14 floors of several hundred residential condominium units above 20,000 SF of first floor retail space. • The Promenade along N Federal Hwy was completed in 2009 with 14 floors of 323 residential condominium units above 19,000 SF of first floor retail space. The loan note on the unsold inventory of approximately 250 units was sold to a prominent South Florida developer, The Related Group. This buyer subsequently took title in a "friendly foreclosure" and changed the name to Casa Costa. • 500 Ocean is a major new project that completed construction in 2018 with 341 residential units and 20,000 SF of commercial space at the southwest corner of Federal Hwy and E Ocean Ave. Boynton Beach's former City Hall is currently being redeveloped into Boynton Beach Town Square. This 16-acre site along the south side of Boynton Beach Blvd will consist of a large new municipal and cultural complex. A couple of relatively large vacant parcels in the downtown are available for development. A couple of larger scale developments on underimproved or vacant sites have been approved by local developers, but have yet to break ground. The following chart shows the demographics for rings surrounding the subject, as well as the demographics for the city, the county and the state. Compared to the county, the immediate area surrounding the subject (one-mile ring) has a lower median household income, a lower median home value, and a lower percentage of owner occupied units. The chart indicates significant projected annual population growth in the immediate area over the next five years. The one-mile radius to the subject has 13,810 residents, which is a rather dense area for largely suburban Palm Beach County. AUCAMP, DELLENBACKITNEI' 18 File#20-1928 NEIGHBORHOOD DEMOGRAPHICS AROUND SUBJECT Source:ESRI,2020 figures u Population 13,810 81,780 187,439 77,123 1,471,269 21,587,015 Projected Ann. Rate ('20- '25) 2.23% 1.43% 1.22% 1.27% 1.08% 1.33% Median HH Income $49,500 $54,428 $56,846 $54,233 $63,026 $56,362 Households (HH) 5,666 35,214 80,593 32,834 599,076 8,438,100 Average HH Size 2.43 2.29 2.31 2.32 2.42 2.52 Median Age 43.3 44.5 47.3 44.2 45.9 42.5 Owner Occupied Units 42.9% 48.8% 55.4% 53.2% 59.1% 54.3% Median Home Value $247,533 $230,163 $255,200 $234,128 $303,461 $237,555 AUCAMP, DELLENBACKITNEI' 19 File#20-1928 NEIGHBORHOOD AREA MAP QJ ' SUBJECT Va8— ernRoad,81 d 1n= i ti 6A`fig_.. 1'_, 4r` IIt t•': e W A'JtN ""o 7, Rd r- ,r>r) File#20-1928 NEIGHBORHOOD NEIGHBORHOOD MAP � � Marina Village Town Square� SUBJECT � �y �r 500 Ocean »' t ° t ME tm AUCAMP, DELLEN ACK&WHITNEY 21 File#20-1928 MARKET MARKET Overview This market section was developed as a result of multiple discussions with market participants, reviewing published reports as well as analyzing trends involving construction prices, sales, rent rates, and occupancies. The South Florida real estate market, consisting of the industrial, commercial and residential markets in Palm Beach County, Broward County and Miami-Dade County, has been quite volatile during the past decade. Nearly all sectors have been experiencing expansion and appreciation in recent years. However, year-over-year price gains experienced over the past few years have slowed as of late, generally speaking. Until recently, the Gross Domestic Product (GDP) for the United States had been on a slow year-over-year percentage increase for several years. Unemployment had been on a slow, steady decline in recent years and was reported to be hovering around 4.0% before recently jumping upward. Interest rates had been and continue to be at historic lows. Positive economic evidence led the Federal Reserve to increase the federal funds rate throughout 2018. However, midway through 2019, as a result of various trade wars and global political uncertainty, the Federal Reserve actually began to cut the rate. In early 2020, the Federal Reserve further cut the rate in response to mounting global economic uncertainty related to COVID-19. COVI D-19: The unfolding COVID-19 pandemic is currently impacting global real estate markets. Starting in March 2020, various local, state and federal authorities have ordered the closure of non- essential businesses, including most retail stores (but not grocery stores). Most office workers are asked or ordered to work from home. Some areas, including South Florida, have government imposed "stay-at-home" orders outside of fulfilling essential and critical tasks. As a result, most market participants report a pause on executing most new lease and sale transactions. Some market participants are expected a coming surge in retail defaults due to the closures. Most under construction development is still occurring, though developers are considering halting projects which have yet to commence. However, some businesses are greatly benefitting from the quick change of consumer habits. The market has seen a surge of new e-commerce activity, causing a need for new warehouse space in dense areas. Some businesses which provide select critical needs, services, and products have experienced increased demand. And, some market participants report the low interest rate environment is very desirable for getting new deals accomplished for less affected businesses. The fundamentals of the real estate markets were quite strong prior to the disruption from COVID-19 and the associated governmental imposed restrictions. Overall, whether the effects of this unfolding pandemic in the real estate markets is short term or long term remains to be fully understood at this point in time. We are likely to see every real estate sector affected, but not all similar fashion. Again, this is an unfolding event with imperfect data available at this time. This appraisal report captures the currently available data and the market's initial response to this situation. AUCAMP, DELLENBACKITNEI' 22 File#20-1928 MARKET Residential Market Data collected by Reinhold P. Wolff Economic Research, Inc. (Reinhold Wolff) show an increasing trend in the number of housing starts in South Florida in recent years. The housing starts in 2019 are substantially less than the starts from the peak of the previous development cycle. SOUTH FLORIDA BUILDING PERMITS Source:Reinhold P.Wolff Economic Research Palm Beach County Multiple-Family 4,578 4,653 3,911 905 592 165 258 692 2,314 2,554 3,213 1,984 3,557 1,959 1,991 2,341 Single-Family 10,128 9,535 4,426 2,033 1,202 1,102 1,248 1,810 2,181 2,756 4,049 3,737 3,780 2,792 2,969 3,062 Total 14,706 14,188 8,337 2,938 1,794 1,267 1,506 2,502 4,495 5,310 7,262 5,721 7,337 4,751 4,960 5,403 Broward County Multiple-Family 4,359 2,919 3,567 2,141 1,242 637 228 1,016 1,828 2,835 1,828 2,119 2,585 2,862 2,610 3,394 Single-Family 4,742 3,451 3,119 17771104 604 981 1399 1064 1333 1714 1687 1946 1658 1613 1771 Total 9,101 6,370 6,686 3,918 2,346 1,241 1,209 2,415 2,892 4,168 3,542 3,806 4,531 4,520 4,223 5,165 Miami-Dade County Multiple-Family 11,940 15,684 10,180 4,240 2,865 585 1,367 1,684 3,160 8,087 11,361 13,649 10,777 7,460 7,843 9,633 Single-Family 9,043 11,528 6,356 31691 1,161 565 930 973 1,904 2,092 2,482 2,772 2,955 22,271 2,422 22,435 Total 20,983 27,212 16,536 7,931 4,026 1,150 2,297 2,657 5,064 10,179 13,843 16,421 13,732 9,731 10,265 12,068 South Florida Multiple-Family 20,877 23,256 17,658 7,286 4,699 1,387 1,853 3,392 7,302 13,476 16,402 17,752 16,919 12,281 12,444 15,368 Single-Family 23,913 24,514 13,901 7,501 3,467 2,271 3,159 4,182 5,149 6,181 8,245 8,196 8,681 6,721 7,004 7,268 Total 44,790 47,770 31,559 14,787 8,166 3,658 5,012 7,574 12,451 19,657 24,647 25,948 25,600 19,002 19,448 22,636 The most recent South Florida New Condo Project Rankings chart from CraneSpotters.com indicates that about 50,000 units in over 450 projects have been announced, proposed, under construction, or completed during this current expansion cycle (starting 2011) in the South Florida market. Roughly 75% of these projects have been in Miami-Dade County. Roughly 20% have been in Broward County. Roughly 10% have been in Palm Beach County. Over 50% of these units are in the pre-development stages or construction stages, while about 50% have been either delivered or are currently under construction. During recent years, the residential condominium market for relatively larger projects located within urban core areas (namely Miami) has exhibited signs of market correction; this is evident in several condominium projects being cancelled or developers converting projects to a "for rent" product. Notably, the condominium market for relatively smaller condominium projects in boutique markets or underserved markets is not exhibiting these signs and some smaller condominium projects continue to be financially feasible. In terms of home prices, data provided by the Case-Shiller Home Price Index for South Florida shows home prices have been increasing in recent years. Overall prices in South Florida are roughly 85% above the low point in 2011. The latest report available indicates about a 3.8% increase year-over-year in the index for South Florida. AUCAMP, DELLENBACKI NEI' 23 File#20-1928 MARKET Rental Apartment Market To quantify recent trends within the local apartment market, we utilized CoStar Comps to research sales of properties located within Broward County and Palm Beach; the results of this search are shown in the following chart. This chart groups sales by year and displays the number of transactions (#), sales volume, mean and median price levels, as well as median DOM. BROWARD COUNTY AND PALM BEACH COUNTY MULTIFAMILY SALES Source:Compiled from Costar Realty • a 2006 200 $1,104,228,600 $117,471 - $126,900 - 90 31 2007 98 $587,466,096 $111,010 -6% $85,714 -32% 181 24 2008 99 $359,483,553 $68,512 -38% $81,000 -5% 133 31 2009 165 $314,281,770 $32,284 -53% $35,416 -56% 156 47 2010 127 $685,963,449 $105,908 228% $45,000 27% 102 66 2011 156 $732,716,244 $104,376 -1% $54,688 22% 143 71 2012 229 $1,092,615,334 $91,755 -12% $68,182 25% 92 78 2013 218 $923,433,612 $98,409 7% $66,667 -2% 112 124 2014 271 $1,351,468,289 $112,767 15% $82,337 24% 130 140 2015 321 $2,334,836,193 $146,297 30% $90,488 10% 132 158 2016 309 $2,670,162,009 $126,304 -14% $100,000 11% 134 160 2017 345 $2,286,526,485 $192,244 52% $100,000 0% 120 118 2018 507 $3,360,199,791 $173,523 -10% $111,000 11% 126 131 2019 516 $3,419,848,308 $182,689 5% $126,266 14% 119 141 Listings 168 $314,528,760 $202,772 - $163,025 - 104 167 DOM=days-on-market and DOM#=number of DOM sales. During recent years, the sales volume has increased, and mean and median prices are showing increases. Recently, median Days-on-Market (DOM) have been less than five months. The most recent PwC Real Estate Investor Survey was published in Q3 2020;this report includes findings for investment grade properties within the Southeast Region Apartment Market which are summarized in the following bullets: • Overall Cap Rate range: 4.00% to 6.50% with an average of 5.00%. • Marketing Periods: One to eight months with an average of about four months. • Year 1 Market Rent Change: Estimate of YOY increases of 0.00% to 2.50% with an average of 1.15%. AUCAMP, DELLENBACKI NEI' 2 File#20-1928 MARKET The following chart provides rental rate as well as vacancy information within Palm Beach County as well as the Boynton Beach submarket (subject's submarket) as reported by the Q3 2020 Reinhold Wolff survey. The data indicate the vacancy rate within the subject's submarket is slightly higher and the rental rates are lower in comparison with the county as a whole; this report is summarized in the following chart: RENTAL APARTMENT MARKET Source:Reinhold Wolff Research(Q3 2020) Boynton Beach 3.6% 1 820 $1,500 $1.83 2 1,133 $1,733 $1.53 3 1,362 $2,084 $1.53 Palm Beach County 3.5% Efficiency 588 $1,724 $2.93 1 817 $1,671 $2.05 2 1,139 $1,908 $1.68 3 1,406 $2,346 $1.67 `Monthly rental rates. New local projects have the following rents: • 500 Ocean: This newer 341-unit project at 500 Ocean Ave, Boynton Beach, has rents ranging between $1.60 and $1.77/SF, and an average asking rent of$1,680, or $1.67/SF per month. • One Boynton: This newer 494-unit project at 1351 S Federal Hwy, Boynton Beach, has rents ranging between $1.32 and $1.92/SF, and an average asking rent of$1,976, or $1.53/SF per month. • RiverWalk: This proposed 328-unit project at 1620 S Federal Hwy, Boynton Beach along the waterfront has proforma rents ranging between $2.47 to $3.15/SF, and an average rent of$2,592, or $2.66/SF per month. AUCAMP, DELLENBACKITNEI' 25 File#20-1928 MARKET Strengths, Weaknesses, Opportunities, and Threats (SWOT) Strengths for the subject include aspects of its location and interim income. • Location: The subject has good visibility and frontage along an arterial road. The subject is located in a developing urban area experiencing revitalization and increases in resident population, which bodes well for property values as well as market interest in residential apartment rental units. The subject site involves close proximity to the ocean and public beaches. • Interim Income: The subject has some interim income utilizing its current improvements until the property can be assembled and redeveloped. Weaknesses for the subject include aspects of its location and building features. • Location: The subject's surrounding area has lower than typical median household incomes and median homes values. Over recent years, the subject's local area has experienced less redevelopment than its other adjacent communities. Opportunities for the subject include external factors such as market forces ■ Market Forces: Favorable market forces are apparent in the local residential rental market currently, which bode well for property prices and-or rents to outpace inflation. Finally, threats for the subject include external factors such as market forces. ■ Market forces: The residential market exhibits some risk as new product becomes available placing some downward pressure on rents or prices. However, the demand for units in South Florida is anticipated to outpace supply over the five years based on expected population growth. And, the real estate markets have not yet had time to fully react to the economic uncertainty related to the ongoing coronavirus pandemic Conclusion Overall, the subject has good desirability in the South Florida market. File#20-1928 SUBJECT PROPERTY SUBJECT PROPERTY This section addresses physical characteristics of the site and improvements plus other factors, such as zoning and taxes. Analysis and conclusions for these features are included at the end of this section. Site Features Adjacent Uses: North: Retail East: Vacant commercial, across N Federal Hwy West: Parking lot South: Religious facility, across NE 1St Ave Size: 14,336 SF or 0.33 acres (source: Palm Beach County Property Appraiser) Shape: Relatively square Frontage: Along the west side of N Federal Hwy, a four-lane, divided, public road (AADT: 23,000), as well as along the north side of NE 1 st Ave , a two-lane, undivided, public road Dimensions: 127' along N Federal Hwy, by 116' depth Corner: Unsignalized corner Topography: Generally flat and slightly above street grade Soils: Generally sandy, typical of the area. We assume the site has no adverse conditions. Hazards: An environmental site assessment report was not provided. We are not aware of any environmental hazards affecting the subject; we assume the site has no adverse environmental conditions. Utilities: Public water and sewer service as well as electricity and communication services Easements: The survey lists typical drainage and utility easements along the perimeter. We are not aware of any easements that present unusual or adverse development conditions for the subject. Encroachments: The survey does not list any encroachments. We are not aware of any encroachments that involve the subject. Census: 61.00 (source: United States Census Bureau) Flood Zone: X & AE, Community-Panel: 12099C0793F, dated October 5, 2017; flood insurance is typically required in zone AE (source: FEMA) AUCAMP, DELLENBACKITNEI' 27 File#20-1928 SUBJECT PROPERTY Zoning: Central Business District (CBD) by the City of Boynton Beach; a provision exists for the property owner to easily secure a zoning change to Mixed Use Core (MU-C) which permits multifamily uses consistent with its below underlying land use (80 units per acre, and up to 100 units per acre). The permitted uses include retail, multifamily, office, hotel, and civic uses at a maximum FAR of 4.0. The subject is located in a federally-designated Opportunity Zone. Various tax benefits and incentives exist for private investment in properties located in these zones. Since this is a very new program, any effect on market prices has yet to be fully understood. Future Land Use: Designated Mixed-Use High (MXH), which permits 150' in height and 80 residential units per acre with 25% bonus for workforce housing Taxes: The County's Property Appraiser establishes assessments annually. The millage rate is the amount paid to each taxing body for every $1,000 of assessed value. Millage rates applied to properties in this neighborhood are for the state, county, city, and special districts. In addition, property owners are obligated to pay non-ad valorem taxes. Based on a Florida State Statute, the increase in assessments for non- homesteaded property (such as commercial property) cannot exceed 10% per year. As a result, the current market values (per the County's Property Appraiser) for some properties exceed current assessments. Taxes are based on assessments and are not subject to a 10% annual cap. However, after a sale transaction, assessments are reset to the County's market value. The subject is registered as a store use by the County. The millage rate during 2020 is 21.3977. The subject's 2020 assessed value is less than the market value conclusion in this report. Taxes are now due. SUBJECT TAXES 08-43-45-28-03-001-0121 Land $358,375 $317,520 Improvements $72,290 $68,794 Market Value $430,665 $386,314 Assessment $398,750 $9,223 $362,500 $8,307 AUCAMP, DELLENBACKITNEI' 28 File#20-1928 SUBJECT PROPERTY Site Improvements Vehicular Access: Vehicular access along eastbound and westbound NE 1St Ave Paving: Gravel drive and parking area Parking: Approximately 9 unlined spaces for a ratio of 8.70 spaces per 1,000 SF of building area. Curbing: Concrete curbs along walkway perimeter Walkways: Concrete and wood Drainage: Positive drainage away from improvements Landscaping: Grass, shrubs, and trees Irrigation: Underground system Lighting: Building- and pole-mounted Street Right-of-Way: Asphalt paving, concrete sidewalks, concrete curbing, storm water catchment basins, overhead lighting, and landscaped, curbed median. There is no median break on N Federal Hwy benefitting the subject property. AUCAMP, DELLENBACKI NEI' 29 File#20-1928 SUBJECT PROPERTY Building Improvements In 1945, the subject was improved with a structure which was subsequently converted to a retail building containing 1,034 SF gross. The source for the building's size is the survey, verified for reasonableness with other sources. Building Shell and Exterior Features: Structure: Concrete masonry unit walls and steel joist roof system (assumed) Foundation: Monolithic slab or spread footings (assumed) Walls: Painted stucco with decorative moldings and bandings Story Height: One floor with an average story height of 11' Roof: Built-up composition over lightweight concrete and metal deck (assumed) Doors: Fixed glass in aluminum frames as well as fiberglass/metal doors Windows: Fixed glass in aluminum frames Access: Primary entry along south elevation Other: Covered entry Other: Metal-supported vinyl awnings along select elevations Interior Features: Flooring: Vinyl plank Walls: Painted drywall Trim/Baseboards: Wood Doors: Hollow core and solid core wood Ceilings: Painted drywall Clear height: Average ceiling height of 9' Lighting: Incandescent and fluorescent Restrooms: Two-fixture restrooms Fire Protection: Smoke alarms AUCAMP, DELLENBACKI NEY 30 File#20-1928 SUBJECT PROPERTY Plumbing: Typical commercial kitchen plumbing; the kitchen equipment, cooler and a freezer are considered personal property HVAC: Package unit Electrical: Assumed adequate; the property is served by a single meter Analysis and Conclusions: The site plan consists of parking to the south of a single building on the northern portion of the site. The subject has an above average parking ratio for similar properties in the area. The property's floor-area-to-site-area ratio (FAR) is 0.07, which is a lower than typical ratio for similar properties in the area. Overall, the site improvements have good utility and do not display any significant functional obsolescence. The building improvements have a relatively simple architectural design and have average appeal in the local market. The improvements are configured for a single occupant. The floor plan consists of an open retail area, a restroom, as well as rear preparation and storage areas. The interior build-out is rather minimal and consists of generally average to good quality materials. The floor plan appears to have average to good functional utility. At inspection, we did not observe any significant deferred maintenance. Repairs and maintenance appear to be performed and contracted as appropriate, and capital improvements appear to be performed on a regular, scheduled basis. Overall, the subject's quality of materials is rated as average and the improvements have been maintained in average condition. The subject does not suffer from a prominent type of functional obsolescence. The property suffers from external obsolescence, as land prices have placed downward pressure on the value of the building improvements. The following chart shows our life expectancy estimations for the subject property. The total useful life estimation is based on the guidelines provided via Marshall Valuation Service (MVS). The subject corresponds with Average Type in MVS. The remaining economic life is estimated to be less than five years. SUBJECT LIFE EXPECTANCY o _ MVS Building Category Retail store MVS Building Class C MVS Building Type Average Year Built 1974 Actual Age 46 Effective Age 30 Total Useful Life 45 Remaining Useful Life 15 AUCAMP, DELLENBACKITNEI' 31 File#20-1928 SUBJECT PROPERTY ZONING MAP jiHIRD UT y n �( �� Ly xd =J ri - f' NV1� i�T H nA' E N iV TV AVE J, N SUBJECT Cza pCA , f. - E§aCEAN AVE t T7 � , .J, M. C1 Office Professional C2 Neighborhood Commercial C3 Community Commercial C4 General Commercial CBD Central Buisness District PCD Planned Commercial Development M1 Light Industrial PID Planned Industrial Development SMU Suburban Mixed Use,20 du/ac MU-1 Mixed Use 1,20 du/ac MU-2 Mixed Use 2,40 dulac MU-3 Mixed Use 3,50 dulac MU-4 Mixed Use 4,60 du/ac MU-C Mixed Use Core,80 du/ac REC Recreation e PU Public Usage J,sv, 9 AUCAMP, DELLEN ACK&WHITNEY 32 File#20-1928 SUBJECT PROPERTY FUTURE LAND USE MAP II� EBI SUBJECT R r, r t., I f l —07 s Future Land Use Classification FLU—Desc3 -- LOW DENSITY RESIDENTIAL(LDR):7.5 D U iAcre ------------ J MEDIUM DENSITY RESIDENTIAL(M'.EDR)111 D.2iAcre HIGH DENSITY RESIDENTIAL(HDR);15 d U./Acee SPECIAL HIGH DENSITY RESIDENTIAL(SHDR);20 D.UJ.)Acre F OFFICE COMMERCIAL(OC) LOCAL RETAIL COMMERCIAL(LRC) GENERAL COMMERCIAL(IGC) INDUSTRIAL(I) j RECREATIONAL(R) PUBLIC 8.PRIVATE GOVERN MEN TAL)INSTITUTIONAL(PPGI) MIXED USE LOW(MXL),20 D.UJAe.re MIXED USE MEDIUM(M XM}50...D.UJ JAcee MIXED USE HIGH(MXH):BD D.U./Acre DEVELOPMENT OF REGIONAL IMPACT(DRI) CONSERVATION ICON.). CONSERVATION OVERLAY(CiO) AUCAMP, DELLENBACKI NEI' 33 File#20-1928 SUBJECT PROPERTY AERIAL PARCEL MAP Subject is outlined in red E Iva tf(,,i'1 �, 44 r t } t d'Pt s 4 � 11 4, ` r4E:,lb )Ave i a z t b 1^ 1 t tr All � r r c tt� t,, r 'r "t ' i�Sr�i 1 r �S� ' tt ( AUCAMP, DELLEN ACK&WHITNEY 34 File#20-1928 SUBJECT PROPERTY SURVEY AL 7AJACSM SURVEY Ta r-- =1.1 oma E xc I T-- y MAA OF BOLtl DARY SURVEY li i a•R,neA�,swjrr l oaB F i±nK. AUCAMP, DELLENBACKI NEI' 35 File#20-1928 HIGHEST AND BEST USE HIGHEST AND BEST USE The concept of highest and best use has the following definition. The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the highest value. Appraisal Institute, The Dictionary of Real Estate Appraisal, Fifth Edition (2010), p. 93. The highest and best use concept takes into account contribution of a specific use to the community and community development goals as well as benefits of that use to individual property owners. An additional aspect is the use determined from this analysis represents an opinion, not a fact to be found. The concept of highest and best use represents the premise upon which value is based. The highest and best use must meet four tests or criteria. Legally permissible: What uses are permitted or have reasonable probability of being permitted by zoning and deed restrictions on the site in question? Physically possible: What uses are possible based upon the site's physical constraints such as size, shape, area, terrain, soil conditions, topography, and access to utilities? Financially feasible: Which possible and permissible uses will produce a net return to the owner of the site? Maximally productive: Among the feasible uses, which one is most probable and will produce the highest net return and highest present worth? Analysis of highest and best use for a property typically involves analyzing the site as though it were vacant and available for development, as well as analyzing the site as improved and proposed to be improved. In the subject's case, this analysis focuses on highest and best use as vacant and as improved. Based on its physical attributes, the subject site is well suited for a variety of uses. Concerning legally permissible uses, the subject site is zoned for intensive mixed-use improvements. For financial feasibility, several new residential-focused projects are in various forms of the development cycle in comparable locations in the South Florida market, indicating financial feasibility. A high-level estimate of construction costs, rental income and operating expenses support that a residential-focused mixed-use project is financially feasible and maximally productive for the area. Most similar properties to the subject are assembled with surrounding uses to maximize the development potential afforded in the zoning code. The highest and best use as vacant is for immediate development of an urban residential-focused mixed-use project, involving assemblage with adjacent uses in order to maximize the development potential. The subject site has been improved with a retail use which does not maximize the development potential of the site. And, when capitalizing the current income stream, the value is substantially less than land prices for similar sites, which are +/- $60/SF. Thus, the subject land value has exceeded the value as improved. Therefore, the existing improvements do not contribute to overall property value and are useful only on an interim basis. The highest and best use as improved is for interim use of the existing improvements until the property can be assembled and redeveloped with an urban residential-focused mixed-use project. The most probable purchaser of the subject is an owner user or developer, based on sales of similar property. AUCAMP, DELLENBACKITNEI' 36 File#20-1928 VALUATION PROCESS VALUATION PROCESS The previous sections contain identification and analysis of the area including the neighborhood and local market as well as data and analysis of the subject site as a basis for determining the highest and best use of the property. Estimating market value for property under its highest and best use typically involves analysis of three separate approaches: cost approach, sales comparison approach, and income capitalization approach. The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility. This approach consists of estimating value for the site as vacant, adding direct and indirect costs of construction, deducting an estimate of accrued depreciation, and adding an appropriate entrepreneurial profit. The cost approach is not relevant for estimating market value because numerous assumptions are necessary for estimating obsolescence, thereby reducing its credibility, and because a most probable purchaser would place no weight on valuation in the cost approach. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices. An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility. Market data are available for estimating market value in this approach. The income capitalization approach is based on the principle of anticipation whereby an investor expects benefits to be derived in the future. In evaluating future benefits, an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property. This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods. The existing improvements are an under-improvement of the site and it would be inappropriate to capitalize this income stream in perpetuity. And, land is not typically leased in this market. This approach is not typical or necessary in order to provide credible assignment results for similar property. The final step in the valuation process is reconciliation of the value indications into a single final value by analyzing the appropriateness, accuracy and quantity of evidence in the sales comparison approach. AUCAMP, DELLENBACKITNEI' 37 File#20-1928 SALES COMPARISON APPROACH SALES COMPARISON APPROACH The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar properties. The underlying theory is that a prudent buyer would not buy one property at a price any higher than the cost to acquire a comparable, competitive property. This approach provides a reliable indication of market value when properties are bought and sold regularly. A search of the local area for recent transactions of similar properties provided a sufficient number of useful sales, contracts, and listings (comparables). These comparables are summarized within the following chart, are displayed on a following map, and are described in the subsequent detailed descriptions. The comparables are analyzed on the basis of the most relevant unit of comparison which, in this case, is price per SF of land. The comparables have an unadjusted price range of$53.24 to $64.74/SF of land. Comparable listings were also considered in this analysis. SUMMARY OF COMPARABLES The Boardwalk,209 N Federal Hwy,Boynton Beach,Florida(20-1928) ADW Property ID 12109 12119 10767 12177 12118 9643 Property Name The East Boynton Gracey Site Downtown Site Weiss Chapel Fmr Church Site Boardwalk Site Site Address 209 N Federal 401 E Boynton 219 W Boynton 126 W Boynton 202 E Boynton 115 N Federal Hwy Beach Blvd Beach Blvd Beach Blvd Beach Blvd Hwy City Boynton Beach Boynton Beach Boynton Beach Boynton Beach Boynton Beach Boynton Beach Sale: Sale Price N/A $917,000 $400,000 $750,000 $835,000 $3,000,000 Sale Status In-Contract Closed Closed Closed Closed Marketing Period N/A 0 months 0 months 5 months 0 months Date of Sale N/A Dec-19 Mar-19 Dec-18 May-18 Price/SF Bldg N/A $169.94 $375.59 $868.06 $278.33 $219.56 Price/SF of Land N/A $54.94 $53.24 $55.31 $64.74 $53.39 Property. Property Type Land Land Land Land Land/ Retail Land Site Size Acres 0.33 0.38 0.17 0.31 0.30 1.29 Site Size SF 14,336 16,692 7,513 13,560 12,898 56,192 Zoning CBD C-3 C-2 C-2 C-3 CBD Land Use MU High MU High MU Low MU Med MU Med MU High Height Limit 150' 150' 45' 75' 75' 150' Density Limit/Acre 80 80 20 50 50 80 Surface Old Retail Old Retail Old SFR Old Retail Old Retail Old Church Bldg SF 1,034 5,396 1,065 864 3,000 13,664 FAR 0.07 0.32 0.14 0.06 0.23 0.24 Approvals None None None None None None AUCAMP, DELLENBACKITNEI' 33 File#20-1928 SALES COMPARISON APPROACH MAP OF COMPARABLE PROPERTIES V,10 f-,L,11111 Iia«6'.j J,W" r3,j n DP k B acI1 -f0USL,+fir ;h ,j I Land Sale No. 1. nr (Ji 1 `r & Boyntor Beach [' BCp 7 1 each ii,,rarp At vll , Land Sale N Lead Bele No.4 ®., Lr�dl nle No. 5 � Boynton Ocean Llt�r'nc,Mary AUCAMP, DELLEN ACK&WHITNEY 39 File#20-1928 SALES COMPARISON APPROACH COMPARABLE 1 ffl rs t :;~\blit+{r i 9 1 � r r General Data Property Name: East Boynton Site Property Type: Land Address: 401 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-21-18-000-0060, etc. Legal Description: ARDEN PARK ADD LT 6/LESS S 17.6 FT SR 804/, etc. Site Data Site Size: 0.38 acres or 16,692 SF Zoning: C-3 Land Use Plan: Local Retail Commercial Surface: Old bldgs Site Plan Approval: No Approvals: None Utilities: In-place Site Comments: Site consists of three adjacent parcels with frontage and visibility along E Boynton Beach Blvd. Sale Data Sale Status: In-Contract Price: $917,000 Price/SF of Land: $54.94 Grantor: POWER LIFTS LLC Grantee: Confidential Property Rights: Fee Simple AUCAMP, DELLENBACKITNEI' 40 File#20-1928 SALES COMPARISON APPROACH Marketing Period: N/A Prior Transactions: None in the prior three years Verification Source: Confidential contract, Jonathan Whitney, November 2020 (20-1928) Sale Remarks: Purchase price was determined by an appraisal. Some interim income exists from the current tenants. However, the property is expected to be assembled and redeveloped. The current improvements consist of two small retail stores totaling 5,396 SF. Provision in city's code for change in land use allowing up to 80 units per acre and CRA's zoning recommendation is 80 units per acre and maximum height of 150'. AUCAMP, DELLENBACKITNEI' 41 File#20-1928 SALES COMPARISON APPROACH COMPARABLE 2 'Y wtk � I e w e I z �4 t: rt General Data Property Name: Gracey Site Property Type: Land Address: 219 W Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-21-07-001-1120 Legal Description: BOYNTON HILLS LT 112 & E 25 FT OF LT 113/LESS S 10 FT SR 804/ BILK A Site Data Site Size: 0.17 acres or 7,513 SF Zoning: C2 Land Use Plan: LRC Surface: Old SFR Site Plan Approval: No Approvals: None Utilities: To site Site Comments: Located in developing downtown Boynton Beach Sale Data Sale Status: Closed Price: $400,000 Price/SF of Land: $53.24 Sale Date: December 2019 O.R. Book-Page: 31124-01508 Grantor: MOLINA FAMILY TRUST Grantee: GRACEY PROPERTIES LLC Property Rights: Fee simple AUCAMP, DELLENBACKI NEI' 42 File#20-1928 SALES COMPARISON APPROACH Financing: Cash Marketing Period: 0 months Prior Transactions: None in previous three years Verification Source: Confidential, Jonathan Whitney, February 2020 (20-0062) Sale Remarks: Not listed on the open market, but believed to be a market-driven transaction. Site improved with an older singe-family home containing 1,065 SF built in 1945. Property will be rented in the interim and likely assembled and redeveloped in the longer term. Provision in city's code for change in land use allowing up to 20 units per acre and CRA's zoning recommendation is MU-1 for 20 units per acre and maximum height of 45'. Buyer has since assembled some surrounding sites and has the entire assemblage containing 1.06 acres listed at$41/SF land. AUCAMP, DELLENBACKITNEI' 43 File#20-1928 SALES COMPARISON APPROACH COMPARABLE 3 t Sf 1 � � t r�.p M 1 0 General Data Property Name: Downtown Site Property Type: Land Address: 126 W Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-10-004-0050 Legal Description: BOYNTON HEIGHTS ADD REV PLAT LOTS 5 TO 8 INC/LESS NLY 10 FT SR 804/BILK 4 Site Data Site Size: 0.31 acres or 13,560 SF Zoning: C-2 Land Use Plan: LRC Surface: Old Bldg Site Plan Approval: No Approvals: None Utilities: To site Site Comments: Located in developing downtown Boynton Beach. Sale Data Sale Status: Closed Price: $750,000 Price/SF of Land: $55.31 Sale Date: March 2019 O.R. Book-Page: 30470-1140 Grantor: BEERCADE LLC Grantee: JWS INVESTMENTS LLC AUCAMP, DELLENBACKI NEI' 44 File#20-1928 SALES COMPARISON APPROACH Property Rights: Fee simple Financing: 86% LTV via private lender Marketing Period: 0 months Prior Transactions: Sold for$380,000 in July 2017 Verification Source: Public Records &CoStar, Jonathan Whitney, July 2019 (20-1928) Sale Remarks: Not listed on the open market. Unable to confirm the sale with a party to the transaction, but all appearances point to an arm's length transaction. Retail building built in 1970 containing 864 SF does not significantly contribute to value but may be used in the interim until property is redeveloped (which is its highest and best use). Provision in city's code for change in land use allowing up to 50 units per acre and CRA's zoning recommendation is MU-2 or MU-3 for 40 to 50 units per acre and maximum height of 75'. AUCAMP, DELLENBACKITNEI' 45 File#20-1928 SALES COMPARISON APPROACH COMPARABLE 4 n General Data Property Name: Weiss Chapel Site Property Type: Land Address: 202 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-003-0091 Site Data Site Size: 0.30 acres or 12,898 SF Zoning: C3 Site Comments: This is adjacent to the new Town Square Sale Data Sale Status: Closed Price: $835,000 Price/SF of Land: $64.74 Sale Date: December 2018 O.R. Book-Page: 30337/00731 Grantor: Gloria Weiss Realty LLC Grantee: 202 E Boynton Bch Blvd LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 5 months Prior Transactions: None in the prior three years Verification Source: Gloria Weiss, Rep of Seller, 561-483-9835, Zach Weygandt, February 2019 (19-0203) AUCAMP, DELLENBACKI NEI' 46 File#20-1928 SALES COMPARISON APPROACH Sale Remarks: Seller was an owner user funeral home that vacated at sale. Seller believes her contract was flipped to the recorded buyer for an additional price above $835,000, but this could not be confirmed. Seller believed improvements (approx. 3,000 SF)were going to be used, but modified for a medical-related use. Was under contract for seven months. While zoned C3, property could be rezoned for mixed-uses per the CRA's recommendation of a land use of MU medium (40 units per acre), and a zoning district of MU-2 or MU-3 for 40 to 50 units per acre and height of 75'. Highest and best use is interim use with the existing improvements until the property can be assembled and redevelopment. AUCAMP, DELLENBACKITNEI' 47 File#20-1928 SALES COMPARISON APPROACH COMPARABLE 5 i rtr i t t`�''tiatiti4ss r tt}rrkiso lslrit�����S�R General Data Property Name: Fmr Congregational United Church Site Property Type: Land Address: 115 N Federal Hwy, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-006-0010; 08-43-45-28-03-001-0100 Legal Description: Lots 1 -7, Block 6, Original Town of Boynton Site Data Site Size: 1.29 acres or 56,192 SF Zoning: CBD Land Use Plan: MXH Surface: Old church Approvals: None Utilities: To site Site Comments: Two parcels separated by a public road one with frontage along N Federal Hwy Sale Data Sale Status: Closed Price: $3,000,000 Price/SF of Land: $53.39 Sale Date: May 2018 O.R. Book-Page: 29857/00580 Grantor: Boynton Beach Congregational United Church of Christ Grantee: Boynton Beach Community Redevelopment Agency AUCAMP, DELLENBACKI NEI' 48 File#20-1928 SALES COMPARISON APPROACH Property Rights: Fee simple Financing: N/A Marketing Period: 0 months Prior Transactions: None in the prior three years Verification Source: Confidential, Jonathan Whitney, February 2019 (19-0203) Sale Remarks: Market-driven price paid for property, though it was an off-market transaction. Former religious facility containing 13,664 SF built in 1953 that that will be used as a library while the City's municipal project, Town Square, is being redeveloped nearby. Price per SF of building is $220/SF. Long-term plans are for redevelopment; land use permits 80 units per acre and CRA's zoning recommendation is MU-Core for 80 units per acre (up to 100 units with workforce housing) and maximum height of 150'. AUCAMP, DELLENBACKITNEI' 49 File#20-1928 SALES COMPARISON APPROACH Adjustments are appropriate and necessary based on differences in elements of comparison. The following elements of comparison are characteristics of properties and sale transactions causing variations in prices. The first five elements of comparison are considered transactional adjustments; each of the transactional adjustments is made prior to making further adjustments. The remaining five elements of comparison are referred to as property adjustments and their total net adjustment is applied at the end. 1. Real property rights conveyed 2. Financing terms 3. Conditions of sale 4. Expenditures immediately after purchase 5. Market conditions 6. Location 7. Physical characteristics 8. Economic characteristics 9. Use 10. Non-realty components of sale The comparables are adjusted quantitatively. The percentage adjustment indicates the degree of the appropriate adjustment based on our knowledge of the local market, discussions with market participants and reviewing data. A chart on a following page shows comparison of the comparables with the subject, and contains adjustments as explained in the following items. 1. Real Property Rights Conveyed. No differences are noted. 2. Financing Terms. No differences are noted. 3. Conditions of Sale. No differences are noted. 4. Expenditures Immediately After Purchase. No differences are noted. 5. Market Conditions. Market prices and rental rates have been increasing during the past couple of years, as discussed in the Market section. The most dated comparable is adjusted upward 5% to account for improving market conditions. However, no other upward adjustments are made as a result of uncertainty related to COVID-19. 6. Location. Consideration is given to the following factors: net operating incomes, rents, land prices, visibility, traffic counts, and neighborhood demographics, such as household income and home prices. This feature also incorporates the zoning and development potential. Several of the sales have slightly inferior locations and-or development potential than the subject. Several sales are adjusted upward between 5% and 15%. 7. Physical Characteristics. Differences in prices are evident for a couple of considerations. Site Size: Typically, prices per square foot have an inverse relationship to site size. As site size increases, price per square foot generally decreases, based in part on economies of scale. Comparable 5 is adjusted upward 10%. AUCAMP, DELLENBACKI NEI' 50 File#20-1928 SALES COMPARISON APPROACH Surface: All of the comparables have the same highest and best use of interim use with existing improvements until redevelopment, likely involving assemblage with surrounding uses. Now, we are adjusting the comparables to the subject in its "as is" condition, which involves an older, smaller leased building which does not significantly contribute to value (the land value estimate in the highest and best use indicates land value is between $55 and $60/SF for the subject). The subject has an older building which is useful on an interim basis, similar to several of the comparables sales. Two sales involve much larger buildings on their respective sites and can produce more income until the properties can be redeveloped. No adjustment will be applied under this adjustment since we are electing to adjust under economic characteristics for this feature. 8. Economic Characteristics. As mentioned above, some differences were noted for surface and associated interim income and-or owner utility until redevelopment. • Comparable 1 has an older building in fair condition which also does not significantly contribute to value. However, since the building is larger than the subject, more income will be realized than the subject over the interim period. In order to recognize this feature, this comparable is adjusted downward 5%. • Comparable 4 has an older building in relatively good condition and this building slightly contributes to value. And, since the building is larger than the subject, more income will be realized than the subject over the interim period. In order to recognize this feature, this comparable is adjusted downward 10%. • Comparable 5 has an older building in relatively fair condition which also does not significantly contribute to value. However, since the building is larger than the subject, more owner utility will be realized than the subject over the interim period. In order to recognize this feature, this comparable is adjusted downward 5%. 9. Use. Some differences are noted, but these differences were accounted for in the economic adjustment. 10. Non-realty Components of Sale. No differences are noted. The comparables have an adjusted price range of$54.94 to $61.50/SF land with a mean of $59.47/SF of land. Most of the adjustments are relatively minor. Rounding the mean to $60/SF of land appears to be a reasonable value conclusion. We also search the market for comparable listings with similar criteria as the comparable sales. Discussion with brokers for these listing as well as other market participants confirmed the reasonableness of this value conclusion for the subject and the market expectations. The subject has 14,336 SF, so this value conclusion computes to $860,000. When applying this value to the size of the building, it represents $831/SF of building. The subject's FAR (Floor Area Ratio) is 0.07 and the sale with the most similar FAR is Comparable 3 at 0.06, which has a price per building of$868/SF of building. Thus, our value appears reasonable on a price per square foot of building basis. Therefore, we conclude the value of the subject in "as is" condition, via the sales comparison approach, is $860,000. AUCAMP, DELLENBACKITNEI' 51 File#20-1928 SALES COMPARISON APPROACH ADJUSTMENTS TO COMPARABLES The Boardwalk,209 N Federal Hwy,Boynton Beach,Florida(20-1928) Property The East Boynton Gracey Site Downtown Weiss Chapel Fmr Church Boardwalk Site Site Site Site Surface Old Retail Old Retail Old SFR Old Retail Old Retail Old Church Bldg Size 1,034 5,396 1,065 864 3,000 13,664 Site Size Acres 0.33 0.38 0.17 0.31 0.30 1.29 Site Size(SF) 14,336 16,692 7,513 13,560 12,898 56,192 Land Use MU High MU High MU Low MU Med MU Med MU High Height Limit 150' 150' 45' 75' 75' 150' Density Limit/Acre 80 80 20 50 50 80 Sale Status In-Contract Closed Closed Closed Closed Sale Date N/A Dec-19 Mar-19 Dec-18 May-18 Unadjusted Price/SF N/A $54.94 $53.24 $55.31 $64.74 $53.39 Transactional Ad!s Market Conditions SIMILAR SIMILAR SIMILAR SIMILAR INFERIOR Adjustment 0% 0% 0% 0% 5% Adjusted Price/SF $55 $53 $55 $65 $56 Property Adls: Location/ Frontage INFERIOR INFERIOR INFERIOR INFERIOR SIMILAR Adjustment 5% 15% 10% 5% 0% Size SIMILAR SIMILAR SIMILAR SIMILAR LARGER Adjustment 0% 0% 0% 0% 10% Surface/ Economics SUPERIOR SIMILAR SIMILAR SUPERIOR SUPERIOR Adjustment -5% 0% 0% -10% -5% Net Adjustment 0% 15% 10% -5% 5% Adjusted Price/SF $54.94 $61.23 $60.84 $61.50 $58.86 Gross Adjustment 10% 15% 10% 15% 20% AUCAMP, DELLENBACKITNEI' 5 File#20-1928 RECONCILIATION AND FINAL VALUE CONCLUSIONS RECONCILIATION AND FINAL VALUE CONCLUSIONS The approaches provided the following value estimations for the subject property. VALUE INDICATIONS Cost N/A N/A N/A Sales Comparison $860,000 $832 $60 Income Capitalization N/A N/A N/A Market Value Conclusion $860,000 $832 $60 The quality of market data in these approaches is good, and the methods of analysis are appropriate and reasonable. The sales comparison approach includes sale prices above and below the subject's value on a per square foot basis as well as above and below the subject's value on an absolute basis. The sales data are good and the value is well supported. The sales comparison approach provides nearby sales, and all have the same highest and best use as the subject, which is interim use of the existing improvements until the property can be redeveloped. After careful and thorough investigation and analysis, we estimate market value for the fee simple interest in the subject real property in its "as is" condition, subject to assumptions and contingent and limiting conditions as well as any extraordinary assumptions and hypothetical conditions, as explained in this report, as of October 26, 2020, is: EIGHT HUNDRED SIXTY THOUSAND DOLLARS ($860,000) AUCAMP, DELLENBACKITNEI' 53 File#20-1928 NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME Normal marketing period is the most probable amount of time necessary to expose a property, in its entirety, to the open market in order to achieve a sale. Implicit in this definition are the following characteristics. 1. The property will be actively exposed and aggressively marketed to potential purchasers through marketing channels commonly used by sellers of similar type properties. 2. The property will be offered at a price reflecting the most probable markup over market value used by sellers of similar type properties. 3. A sale will be consummated under the terms and conditions of the definition of market value. The Market section has a chart showing median DOMs for similar sales in South Florida have been 12 months or less. Marketing times for one of the comparable sales in the sales comparison approach was less than 12 months; the marketing periods for the remaining sales were not available. Most current listings with marketing periods exceeding 12 months have listing prices much higher than market prices. Market participants report relatively good demand for similar properties and report marketing periods are currently less than 12 months for similar properties. We conclude a reasonable marketing time for sale of the subject property in its "as is" condition and at a price similar to the estimate of market value is 12 months or less. Exposure time is the amount of time likely to have been experienced for sale of the subject property on the valuation date. We estimate a reasonable exposure time is 12 months or less based on the same market data. AUCAMP, DELLENBACKI NEI' 5 File#20-1928 PART 3: ADDENDUM CERTIFICATION I certify that, to the best of my knowledge and belief: ■ The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. ■ 1 have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved. ■ 1 have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. ■ My engagement in this assignment was not contingent upon developing or reporting predetermined results, a specific valuation, or the approval of a loan. ■ My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the State of Florida. ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ Jonathan Whitney made a personal, visual inspection of the readily accessible areas of the property that is the subject of this appraisal. ■ No one else provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. ■ As of the date of this report, I have completed the continuing education program of the State of Florida. AUCAMP, DELLENBACKI NEI' 55 File#20-1928 CERTIFICATION ■ As of the date of this report, Jonathan Whitney has completed the continuing education program of the Appraisal Institute. ■ The undersigned has not provided services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. November 12, 2020 Jon, 'han Whitney, MAI State-certified General Real Estate Appraiser RZ2943 File#20-1928 CONTINGENT AND LIMITING CONDITIONS CONTINGENT AND LIMITING CONDITIONS This appraisal is subject to the following contingent and limiting conditions: 1. The legal description and maps are assumed to be correct. 2. No responsibility is assumed for matters which are legal in character, nor is any opinion rendered as to title, which is assumed to be good and marketable. Any existing liens or encumbrances have been disregarded, and the property is appraised as free and clear. This appraisal is made, assuming that all public improvements of any kind affecting the property appraised are fully paid for, unless otherwise specifically set forth in the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters. The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visualize the property. The information furnished by others is believed to be reliable and no responsibility is assumed for its accuracy. 4. In this report, the distribution of the total valuation between land and improvements applies only under the existing program of utilization. The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report, or a copy thereof, does not carry with it the right of publication, nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal, consultation, or analytical service is fulfilled and total fee is payable upon completion of the report. The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part, nor engage in post- appraisal consultation with the client or third parties, except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report, analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing, except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp, Dellenback & Whitney is restricted to the client. Aucamp, Dellenback & Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property, subsoil or structures which make it more or less valuable. The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts. No topographical survey was provided. 10. No environmental impact study, special market study or analysis, highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates or AUCAMP, DELLENBACKI NEI' 57 File#20-1928 CONTINGENT AND LIMITING CONDITIONS conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion. The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this appraisal report is gross without consideration given to any encumbrance, restriction, or question of title unless specifically defined. The estimate of value in the appraisal report is not based in whole or in part upon race, color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws, unless noncompliance is stated, defined and considered in the appraisal report. 16. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. 17. It is assumed that all required licenses, certificates of occupancy and consents or other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines, that the property described in that there is no encroachment or trespass unless noted in the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test such substances or conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions may affect the value of the property, the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. AUCAMP, DELLENBACKITNEI' 58 File#20-1928 CONTINGENT AND LIMITING CONDITIONS 21. The Americans with Disabilities Act (ADA) became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon value of the property. Since the appraisers have no direct evidence relating to this issue, possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22. The report may contain estimates of prospective value for the subject property. Forecasts and prospective values are based upon current market conditions and trends. Aucamp, Dellenback & Whitney cannot be held responsible for unforeseeable events that alter market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. AUCAMP, DELLENBACKI NEI' 59 File#20-1928 HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS Hypothetical Conditions This appraisal is subject to the following hypothetical conditions: None Extraordinary Assumptions The following extraordinary assumption is important for supporting the value conclusion(s) in this report, and value conclusion(s) may be significantly affected without this extraordinary assumption. This appraisal is subject to the following extraordinary assumptions: None AUCAMP, DELLENBACKI NEI' 60 File#20-1928 DEFINITIONS DEFINITIONS Market Value The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby. • buyer and seller are typically motivated; • both parties are well informed or well advised, and acting in what they consider their own best interests; • a reasonable time is allowed for exposure in the open market; • payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and • the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (Source: Interagency Appraisal and Evaluation Guidelines, Federal Register, Volume 75, No. 237, December 10, 2010) Bulk Value The value of multiple units, subdivided plots, or properties in a portfolio as though sold together in a single transaction. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 27) Market Rent The most probable rent that a property should bring in a competitive and open market reflecting the conditions and restrictions of a specified lease agreement, including the rental adjustment and revaluation, permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TI). (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 140) Prospective Opinion of Value A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 180) Retrospective Value Opinion A value opinion effective as of a specified historical date. The term retrospective does not define a type of value. Instead, it identifies a value opinion as being effective at some specific prior date. Value as of a historical date is frequently sought in connection with property tax appeals, damage models, lease renegotiation, deficiency judgments, estate tax, and condemnation. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 201) AUCAMP, DELLENBACKITNEI' 61 File#20-1928 DEFINITIONS Investment Value The value of a property interest to a particular investor or class of investors based on the investor's specific requirements. Investment value may be different from market value because it depends on a set of investment criteria that are not necessarily typical of the market. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 121) Liquidation Value The most probable price that a specified interest in real property should bring under the following conditions: 1. Consummation of a sale within a short time period. 2. The property is subjected to market conditions prevailing as of the date of valuation. 3. Both the buyer and seller are acting prudently and knowledgeably. 4. The seller is under extreme compulsion to sell. 5. The buyer is typically motivated. 6. Both parties are acting in what they consider to be their best interests. 7. A normal marketing effort is not possible due to the brief exposure time. 8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto. 9. The price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 132) Insurable Value A type of value for insurance purposes. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 119) Replacement Cost The estimated cost to construct, at current prices as of a specific date, a substitute for a building or other improvements, using modern materials and current standards, design and layout. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 197) Limited-Market Property A property(or property right) that has relatively few potential buyers. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 13 1) Special-Purpose Property A property with a unique physical design, special construction materials, or a layout that particularly adapts its utility to the use for which it was built; also called a special-design property. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 217) AUCAMP, DELLENBACKITNEI' 62 File#20-1928 DEFINITIONS Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 90) Leased Fee Interest The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 128) Leasehold Interest The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 128) Real Property The interests, benefits, and rights inherent in the ownership of real estate. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 188) Personal Property Identifiable tangible objects that are considered by the general public as being "personal"—for example, furnishings, artwork, antiques, gems and jewelry, collectibles, machinery and equipment; all tangible property that is not classified as real estate.. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, pages 170) Intended Use The use or uses of an appraiser's reported appraisal or appraisal review assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 119) Intended User The client and any other party as identified, by name or type, as users of the appraisal or appraisal review report by the appraiser on the basis of communication with the client at the time of the assignment. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, pages 119) Hypothetical Condition A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 113) AUCAMP, DELLENBACKITNEI' 63 File#20-1928 DEFINITIONS Extraordinary Assumption An assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, if found to be false, could alter the appraiser's opinions or conclusions. Extraordinary assumptions presume as fact otherwise uncertain information about physical, legal, or economic characteristics of the subject property; or about conditions external to the property such as market conditions or trends; or about the integrity of data used in an analysis. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 73) Prudent and Competent Management An owner, operator, or management company that maintains and uses real estate in a manner consistent with the manner in which typical buyers of similar properties would consider appropriate as measured by actual practices in the competitive market. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 180) Arm's Length Transaction A transaction between unrelated parties who are each acting in his or her own best interest. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 13) Surplus Land Land that is not currently needed to support the existing use but cannot be separated from the property and sold off for another use. Surplus land does not have an independent highest and best use and may or may not contribute to the improved parcel. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 227) Excess Land Land that is not needed to serve or support the existing use. The highest and best use of the excess land may or may not be the same as the highest and best use of the improved parcel. Excess land has the potential to be sold separately and is valued separately. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 80) Entrepreneurial Incentive The amount an entrepreneur expects to receive for his or her contribution to a project. Entrepreneurial incentive may be distinguished from entrepreneurial profit(often called developer's profit) in that it is the expectation of future profit as opposed to the profit actually earned on a development or improvements. The amount of entrepreneurial incentive required for a project represents the economic reward sufficient to motivate an entrepreneur to accept the risk of the project and to invest the time and money necessary in seeing the project through to completion. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 76) AUCAMP, DELLENBACKITNEI' 6 File#20-1928 AREA DESCRIPTION AND ANALYSIS AREA DESCRIPTION AND ANALYSIS FLORIDA Florida is a major U.S. state as seen in population and employment figures. As of 2018, Florida's estimated population was 20,878,686 according to the ESRI. Among the 50 states, Florida is ranked as the fourth most populous state. Florida is forecasted to have an annual growth rate of 1.41% over the next five years. The majority of job growth in the next ten years likely will come in the service industry led by new jobs in business services, health care, and government employment. Manufacturing will continue to be a relatively reduced part of the state's economy. Florida's geography, climate, and location are important reasons for its population and economic growth. Florida's coastline with 1,197 miles along the Atlantic Ocean and Gulf of Mexico is the longest of any state, except Alaska. Temperature variations are mild, and the southern part of the state has a subtropical climate. Florida is strategically located for access to the Caribbean Islands as well as to South and Central America. SOUTH FLORIDA South Florida is the tri-county region consisting of Miami-Dade, Broward, and Palm Beach. The metropolitan area stretches from Miami to West Palm Beach, a distance of about 65 miles, and extends 15 to 20 miles west from the Atlantic Ocean. The three counties are the state's three most populous with an estimated population of 6,076,113, as of 2018, and comprised almost one-third of the state's population. The South Florida region experienced explosive growth starting in the 1950s when air- conditioned homes made round year living more comfortable. Moving forward, the tri-county region is forecasted to grow at a much slower pace than the past 70 years. Per ESRI, the average growth rate is projected to be between 1.05% and 1.25% during the next five years. Population growth has largely been migration from northern U.S. states and Canada as well as South American countries and Caribbean Islands. Economic growth in South Florida is centered on services and retail trade for tourists, seasonal residents, permanent residents and retirees. Real estate construction has been a strong economic contributor over the past 50 years. South Florida is also known as a major export/ import center for trade with South America and as an attractive location for some clean, high- tech industries. Within this region, a primary trend has been northward movement of population from Miami- Dade County into Broward County, and from Broward County into Palm Beach County. This trend accelerated with the dislocation of residents due to Hurricane Andrew in 1992. The movement continues today as residents seek less traffic congestion in comparison to Miami- Dade County. AUCAMP, DELLENBACKITNEI' 65 File#20-1928 AREA DESCRIPTION AND ANALYSIS PALM BEACH COUNTY Palm Beach County is located along Florida's southeast coast on the Atlantic Ocean to the east and Lake Okeechobee to the west. The county is located about 15 miles north of Fort Lauderdale, 40 miles north of Miami, 175 miles south of Orlando, and 270 miles south of Jacksonville. Palm Beach County, with approximately 1,974 square miles of land area, is one of the largest counties in the United States and is the third largest of Florida's 67 counties. Elevation changes range from 0-20 feet with the average elevation at 15 feet above sea level. The terrain is generally sandy and flat with some gently sloping coastal ridges. The county's subtropical climate has an average temperature of 75 degrees Fahrenheit. Winters are mild because of the proximity to the warm Gulf Stream currents of the Atlantic Ocean. Prevailing winds are from the east. Average annual rainfall is 62 inches. Palm Beach County contains 39 incorporated municipalities mostly located east of Florida's Turnpike. County government, mainly located within West Palm Beach, handles the unincorporated areas. Population growth has put constant pressure on government planning and services. Land Use Pattern Palm Beach County has a well-established area of urban development as well as a major nature reserve area and productive agricultural area. The urban corridor stretches along the eastern portion of the county while nature reserve and agricultural areas are located in the middle and western portions of the county. Several small coastal communities in Palm Beach County were initially developed in the early 1900s. These small cities and towns were separated from each other with agricultural land or vacant land. By about the 1980s, the land was developed and the coastal area become one continuous developed urban /suburban corridor. This corridor now represents continuous development from the municipalities of Boca Raton to Tequesta. Most undeveloped land is located to the west of this eastern urban / suburban corridor. Several eastern coastal downtown areas developed between the 1920s and the 1960s, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, and West Palm Beach, are now experiencing redevelopment and gentrification. The nature reserve area consists of a north-south corridor to the west of the urban corridor. This area consists of the large Loxahatchee National Wildlife Refuge in the south and central portion and several other natural areas in the north portion: Dupuis Reserve State Park, J.W. Corbett Wildlife Management Area, West Palm Beach Catchment Area, and Jonathan Dickinson State Park. The agricultural reserve area in southeast Palm Beach County produces vegetables and ornamental plants while the agricultural area in western Palm Beach County is active in sugarcane production. Belle Glade, Pahokee, and South Bay are the three communities within the western agricultural area. AUCAMP, DELLENBACKITNEI' 66 File#20-1928 AREA DESCRIPTION AND ANALYSIS Population Per ESRI, the county has an estimated population of 1,444,799 representing about 7% of the state's population. Population growth from 2018 to 2023 is projected at 1.24%, which is slightly less than the state's projected growth rate at 1.41%. The county's comparatively lower future growth rate reflects the county's advanced stage of development and diminishing supply of land available for development. Economy Palm Beach County has an employment base comprised mostly of several sectors: Trade, Transportation and Utilities; Professional and Business Services; Education and Health Services; and Leisure and Hospitality. These sectors are geared toward the seasonal and retiree segments that have been large part of the county's population. Per the Palm Beach County Business Development Board, Palm Beach County's labor force consists of over 700,000 people. The county's unemployment rate is 3.6% as of the end of 2017, which is less than the State of Florida at 3.7% and United States at 3.9%. Furthermore, the county's employment growth from December 2015 to July 2018 has been 1.9% annually. Housin The Palm Beach County Business Development Board indicates Palm Beach County has a total of 683,543 housing units with a homeowner vacancy rate of 2.4% and a rental vacancy rate of 9.74%. Per ESRI, the median home price in Palm Beach County in 2018 is $265,386, which is higher than the state median home price at $212,954. Services The county has good medical care facilities consisting of 34 hospitals and 1,992 physician offices. A recent trend in local health care is construction of satellite facilities with outpatient services. The School District of Palm Beach County is the 10th largest public school district in the United States. The District reports an annual enrollment of 193,000 students and 22,340 employees. Numerous private schools are also available. Overcrowding is present in some areas. Prominent academic colleges in the county consist of Florida Atlantic University in Boca Raton, Palm Beach State College with four branch campuses, Palm Beach Atlantic University in West Palm Beach, and Lynn University in Boca Raton. The county has many vocational, technical, and charter schools. Public water and sewer utilities are provided throughout the county by either incorporated municipalities, special districts, or by the county. Telephone service is provided by BellSouth and other telecommunication vendors. Standard electric service is generally available from Florida Power and Light. Natural gas is provided by main or delivered as liquefied petroleum gas by Peoples Gas System. Transportation in Palm Beach County consists of Palm Beach International Airport (PBIA), Palm Beach Park Airport, Palm Beach County Glades Airport, North County Airport, Boca Raton Airport, Palm Tran, Port of Palm Beach and Tri-Rail. PBIA is conveniently located to serve the air trade area of Palm Beach County and the four surrounding counties. The 600,000 square foot airport accommodates 28 aircraft gates with expansion potential for 24 gates. The airport reports a passenger count of 6.5 million in the past year (mid-2017 to mid-2018), which is an AUCAMP, DELLENBACKITNEI' 67 File#20-1928 AREA DESCRIPTION AND ANALYSIS increase of 2.7% year-over-year. The Boca Raton Airport, the Palm Beach Park Airport and the North County Airport are general aviation airports serving private and corporate airplanes. Palm Tran is a public bus service in Palm Beach County. Palm Tran has been in service since 1971, runs seven days a week serving more than 3,200 bus stops with 150 buses in Palm Beach County. It has a ridership of over 10 million passengers a year. Tri-Rail is also a means of public transportation in Palm Beach County. Formed in 1987, this light-rail system extends roughly 72 miles and runs parallel to Interstate 95 from West Palm Beach to Miami serving 18 stations. Ridership exceeded 4.2 million passengers in 2016. Brightline is a recently constructed privately-held high-speed rail service serving Miami, Fort Lauderdale and West Palm Beach. Future expansion involves service to Orlando and other Florida cities. Port of Palm Beach is one of the busiest container ports in Florida with over 2,500,000 tons of cargo shipped annually. The port also services over 500,000 cruise passengers. Trends Palm Beach County has well established urban and agricultural areas. Economic soundness is supported with a higher than average income, expanding employment centers, a wide range of commercial and public services and facilities, and many recreational opportunities. The county is poised for further growth. Future trends show modest population growth and a favorable outlook for Palm Beach County's economy. Population trends indicate further migration to the county will continue, and jobs will continue to increase and fuel economic growth in the county. Problems typically associated with growth will continue to challenge Palm Beach County. The major challenges are schools, transportation and utilities to meet the needs of a growing population. AUCAMP, DELLENBACKITNEI' 68 File#20-1928 AREA DESCRIPTION AND ANALYSIS Area in Squar-e-Miles:: 2,578 Population weo Lake Okeechobee(miles) 1;9'74 2016 ACS Annerzan Community Surveyj 1,44;x,=81'0 Average Max.Temp.: 83(f) 2010 Census 1,320,134 Average Low Temp.. 67(f) Average Temp.: 75(f) Population Projections Average Annual Percipitation: 82(iin.) 2020 1,465,944 Time Zone:: Eastern 2030 1,6191,0,94 2040 1,735,114 Meeting Facilities Reso,rts(HotelstLoclging FacflMes, 200 ResortsfHotelswith Meeting Space 50 Total Roons 17�0100 Convention Center Total Meeting Space 14,15flD0 Total Space(s,-f..) 35'O'no Medical(2016) Hospitals 34 Physicians'Offices, 1.,9,92 Dentists'Offices 756 Sex &Age f2016 Asst Financial 12017) Male 699.414 Banks, 55 Female 745,396 Branch Banking Offices 455 Under 5 74,578 Deposits(mIllions) $50,628 5-14 years 155.270 15-19 years 81.177 Labor Force X2016 3vg-) 20-34 years 251,216 Labor Force 715,513 35-44 years 164,543 Employment 676,285 45-59 years 291,552 unemployment Rate 4.8096 60-74 years 254,547 75+years '1711,927 Total Nonaghcultural Employment(thousands) 6081 Median age 44.7 Goods Produ&7g 53-5 Construction 34-3 Housing(201GACS) Manufacturing 119.It, Total housing units 683,543 Sen,ice Providing 554-6 Occupied housing units 536,446 Wholesale Trade 23-4 Vacant housing units 147,0,97 Retail Trade 79-7 Homeowner vacancy rate 2.4 Trans.,Warehousing&utilities. 123 Rental vacancy rate 97 Information 10-9 Average household size 2.65 Financial Act,vitL-9 39-8 Finance and Insurance 237 Economic (2016 ACS) Professionaland Busibess Services 110-0 County Average VVage 12016',k $51,843 Pro.,Scientific&Tech.Services 46-3 Median Family Income $70,930 Mngt..of Companies&Enterprises, 11-0 Per Capita Income $35,732 Adminustrative and Waste Services 52-7 Mediian Earnings,For Male Education and Health Services 96.9 Full Time.Year-Round Workers $45,116 Leisure and Hospitality 86-2 Median Earnings For Femake Accommadalibn&Food Services, 68-0 FuIl-Time,Year-Round Workers $39,032 Other Serviicess 327 Education(2016 ACS) S-.—.7�, Foi�Dep.,tMYF— -,Opp�MW4,US C--F--A—e— E nroUrn ent(K.-12) 209,950 C.—Ity Sur-y 201 R M—grpNc EaM�;1-ft—-e—ry 20 s7,Fd— Education attainment-25 years+ 1,054:130 Dep..t:---C.Wdl- Y 0 J.-20"7,P..2—b C—ty C--— and'lzltzri Eure %Bachelors degree OF Nigher 35.3% Business Development S card of Pa#,m Beach County,Inc. maw.lacib.org AUCAMP, DELLENBACK&WHITNEY 69 File#20-1928 AREA DESCRIPTION AND ANALYSIS ,nnti — :r, JAN F[a KA ' APR fAA JU UL. 7�aO SEP OCT w3v DEC ! 6 2.t 6i@.a.B2 �r�. 5 A0 0a",77 €�2 L,57- ,X�s ,0n 4,5E3 X33'12 20TO 60,476 700502 099237 694,01 1696,424 1 6942E'D 701864 NSA',21 703926 ir0Fa0561a'14no— 010,7 721'1.297 724446 17282,35 72605S 726,823 1 729,A397 r2a. d7 1 72S,124 726-927 422,244 1721ml 7 LLL Source:Laval Area UareY'pI srrr7ena;5t tisS's ,r'IotIda oepartment of ftonornicpfiponunAy t' a e� 5^ fro" Po 11 ,ettPV FEE MAR &PR k141tiN JUN, -ISL ALG SEP OCT 7NOVC EO�2C,15• 52 t 50 d..7 5.'i 5.2 5.6 a.5 5..2' 4,9 Cs C,iC. ^.9 d 5 d 5 d..'e. 4,2 =_'.9 5,2' ®.1 5 Yi 1 t 47 d.7 4.2 39 1d ,.3 4� a.E 3.3 gL Source:.L'onA Area UnetxtplaVrnant 5137.i5tics,Florida uepartrrm-Ent=af Economic Opportuni; Pailam Mach untyp�State and.tJaslim Ltrm§mpinysenartw R,atTMampariara17' Irk 5.0 4 ,'_' �:. ;. .n�` �_r. �� r qhs •. :. A513.....`' 4.3 4.6 33.` 4J0 4.1"; APPRAISER QUALIFICATIONS AND LICENSE APPRAISER QUALIFICATIONS AND LICENSE QUALIFICATIONS OF JONATHAN D. WHITNEY, MAI State-certified General Real Estate Appraiser, RZ 2943 JONATHAN D. WHITNEY, MAI ,= Aucamp, Dellenback & Whitney u 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 � ion(a-)adw-appraisers.com 561-609-2884 Professional Experience Aucamp, Dellenback & Whitney, Boca Raton, FL, 2003 - Present Real Estate Appraisers & Consultants • Principal, 2016 - Present • Commercial Real Estate Appraiser, 2003 - Present Jonathan Whitney is approaching 20 years of valuing commercial real estate in the South Florida market. He heads the team of six commercial real estate appraisers for independent Aucamp, Dellenback & Whitney (ADW), and values all major real property types: industrial, office, retail, and multifamily. Valuation assignments also include vacant development sites, residential subdivisions /condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. ADW's primary service area includes the tri-county South Florida region (Miami-Dade County, Broward County, and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys, CPAs, and associations. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony. Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Education Master in Arts in Business, University of Florida, 2000 Bachelor of Science in Economics, University of Florida, 1999 Boca Raton Community High School, 1995 AUCAMP, DELLENBACKITNEI' 71 File#20-1928 APPRAISER QUALIFICATIONS AND LICENSE Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006 - Present Florida State-registered Associate Appraiser, RI 11475, 2003 - 2006 Appraisal Institute • Board of Directors, South Florida Chapter, 2018 - Present • Designated Member (MAI), 2013 - Present • Associate Member, 2004 - 2013 Planning and Zoning Board, City of Boca Raton • Member, 2019 - present Zoning Board of Adjustment, City of Boca Raton • Vice Chair, 2017 - 2018 • Member, 2013 - 2018 Urban Land Institute (ULI) • Associate Member, 2019 - Present Commercial Real Estate Development Association (NAIOP) • Member, 2019 - Present Boca Raton Federation of Homeowners • Executive Board Member, 2018 - 2019 Boca Raton Chamber of Commerce Member • Member (ADW), 1990s - Present • Leadership Boca, Class of 2016 National Association of Divorce Professionals (NADP) Member • Member, 2017 - 2019 Boca Raton Downtown Rotary Club Member • Member, 2016 - Present • Mayors Ball Committee Member, 2016 - Present Spanish River Church • Elder, Spanish River Church, 2017 - Present • Member/Various Leadership Roles, 2011 - Present AUCAMP, DELLENBACKI NEI' 72 File#20-1928 APPRAISER QUALIFICATIONS AND LICENSE Recent Appraisal Institute Courses (sampling of recent courses) USPAP (Uniform Standards of Professional Appraisal Practice) Update, 2018 Florida State Law for Real Estate Appraisers, 2018 Business Practice & Ethics, 2018 Appraising Automobile Dealership, 2018 Supervisory Appraiser/Trainee Appraiser Course, 2018 Technology Tips for Real Estate Appraisers, 2018 Advanced Applications, 2009 Advanced Income Capitalization, 2009 Advanced Sales Comparison and Cost Approaches, 2008 Report Writing and Valuation Analysis, 2008 Office Building Valuation: A Contemporary Perspective, 2007 RICK.SCOTT,GOVERNOR JONATHAN ZACHEM,SECRETARY = � b' pr STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PRQFESSIONAL REGULATION FLORIDA REALE 1ATEAPPRAISAL BD THE CERTIFIED GENERAL APF R I ,E9 H REIN 15 CI`R 1FIED UNDER THE PROVI51 NS OF,CHAPTE,k,'475,FLOW' A'STATUTES 61, WH i ` ` "C 4, `Hip► JD UP AS FAU BLVD' LFCEItit�aE NU' 13`ER 19�� EXPIRATI€ N`C}ATE. li1AEI'BR 30,22D Always verify licenses online at ivlyFloridaticense.cam Atsx, Do not after this document in any form. This is your license.It is unlawful for anyone other than the licensee to rase this document. AUCAMP, DELLENBACKITNEI' 73 File#20-1928 CONFIRMATORY GROUNDWATER SAMPLING REPORT OF CRA PROPERTY VICINITY OF 115 NORTH FEDERAL HIGHWAY BOYNTON BEACH, PALM BEACH COUNTY, FL 33435 PCN #:s 08-43-45-28-03-006-0010, 08-43-45-28-03-001-0080 AND 08-43-45-28-03-001-0100 FOR BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 710 NORTH FEDERAL HIGHWAY BOYNTON BEACH, FL 33435 PREPARED BY NUTTING ENVIRONMENTAL OF FLORIDA, INC. 1310 NEPTUNE DRIVE BOYNTON BEACH, FL 33426 SEPTEMBER 16, 2021 Contamination Assessments p FLt3mik2A, INa. MoMtoring wefis Y0o k aur fire'Ir IA f A ofd Evaluation `Environmental Property Assessments Contamination Assessments ^Remediation Monitoring Wells ~|AQ/Muld Evaluation rmurr/wG ENVIRONMENTAL OF FLORIDA, INC, September 1G. 2O21 Boynton Beach Community Redevelopment Agency 71ONorth Federal Highway Boynton Beach, FL33436 Attn: Ms. Theresa Utterbaok Re: Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach, Palm Beach County, FL33436 PCN#s: 08-43-46-28-03-006-0010. 08-43-46-28-03-001-0080 and 08-43-45-28-03-001-0100 NEF#: GQG7.13 Dear Ms. Utterbaok: NUTTING ENVIRONMENTAL OF FLORIDA, INC. (NEF) has performed a Confirmatory Groundwater Sampling Report at the above referenced project in general accordance with the scope and limitations of ASTM Practice E-1903 and in accordance with your authorization, received June 8, 2021. This report completes NEF'o services at the project as set forth inNEF'oproposal. The purpose of this project is to develop additional information regarding elevated levels of dieldrin and arsenic in groundwater located at the subject site, as identified in, as identified in NEF's Limited Soil and Groundwater Assessment Report dated January 1G. 2O2O. Please see this report for further details regarding NEF's methodology. For further information regarding our company's qualifications, please contact the undersigned atyour convenience. 1310Nep*uime Drive ° Boynton Beach,F|orida 33426 ° 561-732'7300 Bruwa/d954'782'72VO ^ St.Lucie 772-4O8')V5V ~ K4iami'Dade505'557']V83 ~ Fax 561-737-9975 Toll free:1-877'MUTT|NG(688'8404) ' wpu,w^nef.cc ' inhu@ne[cc Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 TABLE OF CONTENTS 1.0 INTRODUCTION........................................................................................................................................2 1.1 Purpose and Scope..................................................................................................................................................2 1.2 Special Terms and Conditions..................................................................................................................................2 1.3 Limitations and Exceptions of Assessment..............................................................................................................2 1.4 Limiting Conditions and Methodology Used............................................................................................................3 2.0 SUMMARY OF SITE INFORMATION ..........................................................................................................5 2.1 Site Description.......................................................................................................................................................5 2.2 Prior Environmental Assessments........................................................................................................................5 3.0 SCOPE OF WORK......................................................................................................................................6 3.1 Monitor Well Installation and Groundwater Sampling Activities.............................................................................6 4.0 RESULTS..........................................................................................................................................................7 4.1 Groundwater Assessment Results...........................................................................................................................7 5.0 CONCLUSIONS AND RECOMMENDATIONS...............................................................................................8 5.1 Summary of Groundwater Assessment Information............................................................................................8 5.2 Conclusions and Recommendations.....................................................................................................................9 APPENDICES........................................................................................................................................................ 10 AppendixA-Tables and Figures.................................................................................................................................11 Appendix B—Benzo(a)pyrene Conversion Tables..........................................................................................................1 Appendix C—FDEP Groundwater Sampling Logs...........................................................................................................2 Appendix D-Laboratory Analytical Results and Chain of Custody Form.......................................................................3 Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 1.0 INTRODUCTION 1.1 Purpose and Scope The purpose of this project is to develop additional information regarding elevated levels of dieldrin and arsenic in groundwater located at the subject site, as identified in, as identified in NEF's Limited Soil and Groundwater Assessment Report dated January 16, 2020. 1.2 Special Terms and Conditions Independent examination of the facts developed for the subject site is the principal component of a due diligent environmental assessment effort. NEF has made a diligent effort to obtain and verify as many facts pertinent to an environmental evaluation of the subject site as possible, given time and physical constraints.A rigorous effort has been made to identify recognized environmental conditions on the subject site, but because of limitations within the data used to evaluate the property and limitations inherent in the quantitative tests performed, it is not possible to guarantee that the site is completely free of recognized environmental conditions. Our client for this Confirmatory Groundwater Sampling investigation was: Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Attn: Ms. Theresa Utterback The contents of this report are for the exclusive use of the clients and their authorized representatives. Information conveyed in this report should not be used or relied upon by other parties without the written consent of NUTTING ENVIRONMENTAL OF FLORIDA, INC. 1.3 Limitations and Exceptions of Assessment The Confirmatory Groundwater Sampling Report was conducted in general accordance with the scope of work described above and in substantive accordance with the scope and limitations of ASTM Practice E-1903 of the above referenced site, the property. The work conducted by NEF is limited to the services authorized by the client, and no other services beyond those explicitly stated should be inferred or implied. A recommendation that further assessment activities are not warranted or mandatory at the subject site in no way constitutes an assurance by NEF that recognized environmental conditions are not present at the subject site, but reflects NEF's opinion, based upon the evidence encountered, that there was a low likelihood that recognized environmental conditions are present on the property at the time of the evaluation. Subsurface conditions can vary significantly between test locations for a variety of reasons including potential latent, undisclosed conditions. The client is at liberty to request additional tests in an effort to reduce this potential variability. Future use and changes to the property were not considered in this scope of work unless specifically stated to the contrary in our proposal. It is possible that documented and/or latent soil and groundwater quality conditions and underground structures (e.g. septic tanks, oil water separators, etc.), may play a significant role in permitting for and physical implementation of future property use. NEF would be pleased to provide additional consulting services upon receipt of specific written request and following receipt of details for the proposed land use and/or modifications. Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 The client should be aware that the information contained in this report is being held in confidence. NEF has no obligation under Florida law to report to regulatory agencies the presence of limited contamination detected during the performance of environmental site assessments. However,the client or owner of the property may have such a reporting obligation. A legal opinion relative to these responsibilities should be obtained by the client or owner. NEF warrants that the services performed by NEF were conducted in a manner consistent with the normal level of care and skill ordinarily exercised by members of this profession in Florida at the time and under the conditions in which the services were performed. No other warranties, expressed or implied, are made. 1.4 Limiting Conditions and Methodology Used It is understood that an environmental assessment generates information upon which to form an opinion regarding site conditions and does not lead to full knowledge of property conditions. There can be no assurance nor does NEF offer any assurance that property conditions do not exist or could not exist in the future which were undetected at the time of the assessment and could lead to liability in connection with the property. In conducting the investigation, NEF analyzed records and site conditions in accordance with industry accepted Environmental Site Assessment practice. We cannot predict what actions, if any, a given regulatory agency may presently take or what standards and practices may apply to the property in the future nor do we accept liability for the consequences of such changes should they occur. The findings of this investigation are based upon conditions identified at the time of our study and may not necessarily represent concealed conditions or conditions which may develop subsequent to our study. All field testing performed as a part of the scope of work of this investigation was conducted in general accordance with Florida Department of Environmental Protection (FDEP) Standard Operating Procedures (SOP) for Field Activities (DEP-SOP-001/01). The client provided NEF with a site diagram defining the boundaries of the subject property. Resurveying or confirmation of the actual legal boundaries of the subject property was not included as a part of this investigation. NEF will not be held responsible for inaccuracies in site boundary information provided by the client. Certain sections of the report may contain information derived from regulatory agency databases and files, historical information resources, laboratories and interviews with persons familiar with the subject property. NEF cannot be held responsible forthe accuracy or completeness of the information from these sources.Therefore, NEF assumes no liability for any loss resulting from errors or omissions arising from the use of inaccurate or incomplete information or misrepresentations or omissions made by others. Field headspace testing, performed with a Photo Ionization Detector (PID) or Flame Ionization Detector (FID), is frequently used to screen soil samples for the presence of certain Volatile Organic Compounds (VOCs) present in gasoline, diesel fuel, and some solvents. Field headspace testing is conducted by NEF in accordance with procedures outlined in Chapter 62-770 Florida Administrative Code (FAC) for the presence of detectable concentrations of VOCs. An in-line condensable carbon filter is used to obtain filtered readings to correct for the presence of naturally occurring VOCs when using a FID. Net VOC readings are calculated by subtracting the filtered reading from the unfiltered reading for each sample. Although valuable in estimating the degree of impact from certain types of contaminants, many petroleum and non-petroleum contaminants cannot be detected with this method; therefore, the results of the field headspace testing should not be used to construe that the subject property is free of environmental contamination. Laboratory results are expressed in this report in parts per million (ppm, mg/L or mg/Kg) or parts per billion (ppb, ug/L or ug/kg). Field headspace screening results are expressed in parts per million (ppm). Sampling depths are expressed in feet below land surface (BLS). Test data presented in this report pertains to the actual soil and groundwater samples recovered at the subject site. Substantial variation in soil and groundwater quality can occur between test locations. NEF has attempted to exercise Nur 1—ENVIRONMENTAL F FLORroa,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 due care in the selection of test locations and test parameters to provide the basis for the opinions expressed in this report. Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 2.0 SUMMARY OF SITE INFORMATION 2.1 Site Description The subject site consisted of three parcels totaling approximately 1.58 acres (approximately 68,893 square foot). Northeast 1St Avenue was noted to transect the subject site (east-west direction), separating the property in a North Parcel and a South Parcel. The North and South Parcels of the subject site are currently developed with asphalt paved parking lots. 2.2 Prior Environmental Assessments The client provided NEF with a Phase I Environmental Site Assessment (ESA) Report performed several properties in the vicinity of the subject site, dated July 3, 2019. The Phase I ESA identified the potential for contamination encroachment onto the subject site from an existing service station located at 217 North Federal Highway and a former service station located at 101 North Federal Highway. Based on the findings of the Phase I ESA, Limited Soil and Groundwater Assessment activities were performed on the subject site to develop information regarding soil and groundwater quality which may have been impacted as a result of contamination encroachment from the offsite service station and former service station located to the north and the south of the subject site. A Limited Soil and Groundwater Assessment Report was performed on the subject site dated January 16, 2020, performed by NEF, concluded the following: "The soil assessment activities performed as part of this Limited Soil and Groundwater Assessment Report did not identify the presence of petroleum impacted soil and/or groundwater near the northeast and southeast corner of the subject site. However, laboratory analytical results of the groundwater samples collected as part of this investigation reported an elevated concentration of dieldrin in groundwater samples collected northeast of the subject site (at the GP-4 location) and arsenic along the southern property boundary of the subject site (at the GP-5 location). In the absence of the presence of other petroleum contaminants of concern the reported arsenic and dieldrin concentrations do not appear to be associated with a release of petroleum products from the adjacent existing and former service stations. Furthermore, a Phase 1 ESA performed by NEF on the subject site dated April 10, 2018, did not revealed evidence of historical uses that could be considered a source for the elevated arsenic and dieldrin concentrations in groundwater, identified in the Limited Soil and Groundwater Assessment Report. However, given as the reported dieldrin and arsenic concentrations exceed their respective GCTLs, it is NEF's opinion that it would be prudent to perform additional assessment in an attempt to confirm the reported contaminant concentrations." Nur 1—ENVIRONMENTAL F FLORroa,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 3.0 SCOPE OF WORK The assessment activities performed as part of this Confirmatory Groundwater Sampling Report, consisted of the installation and sampling of two temporary shallow water table monitoring wells to facilitate the collection of groundwater samples for laboratory analysis to confirm the previous contamination identified in groundwater at the subject site. 3.1 Monitor Well Installation and Groundwater Sampling Activities On July 27, 2021, NEF personnel installed two temporary shallow water table monitoring wells (designated as GP-4 and GP-5) on the subject site. Monitoring well GP-4 was installed at the former SB-4/GP-4 sample location and monitoring well GP-5 was installed at the former SB-5/GP-5 sample location as identified in NEF's Limited Soil and Groundwater Assessment Report, dated January 16, 2020 The monitoring wells were installed to a depth of approximately fourteen feet BLS through direct push technology using 1.5-inch diameter pre-packed ten foot long wells screens (0.010 inch slot,ASTM Thread)which was installed to bracket the water table (from approximately four and a half to fourteen and a half feet BLS), with a four and half foot PVC riser to the surface. Please see the attached figures for the specific groundwater sample locations. Specifically, NEF personnel collected groundwater samples for laboratory analysis as identified in the following table: Groundwater Soil Boring Laboratory Analysis" Area of Concern Sample ID Location GP-4 S134 Organochlorine Pesticides Location of previously identified elevated concentrations of Dieldrin GP-5 S13-8 Arsenic Location of previously identified elevated concentrations of Arsenic laboratory analytical methods: Organochlorine Pesticides per EPA Method 8081,and Arsenic per EPA Method 6020. Following the sampling event, the groundwater samples were delivered on ice to Pace Analytical, a state certified laboratory for laboratory analysis by two different laboratories within the Pace network of laboratories (Ormond Beach and Mt. Juliet). Chain of custody records were maintained to control the transfer of the groundwater samples. FDEP groundwater sampling logs and chain of custody records are attached. NEF was notified by Pace Analytical that the laboratory exceeded the hold time for the groundwater sample collected from GP-4 to complete the analysis for organochlorine pesticides. As such, Pace Analytical re-mobilized to the subject site on August 16, 2021 to collect an additional groundwater sample from the GP-4 for laboratory analysis for organochlorine pesticides. Nur 1—ENVIRONMENTAL F FLORroa,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 4.0 RESULTS 4.1 Groundwater Assessment Results Laboratory analytical results of the groundwater samples collected from GP-4 and GP-5 as part of this investigation are summarized below: • Organochlorine Pesticides Laboratory analytical results of the groundwater samples collected from GP-4 on July 26, 2021 and August 16, 2021 were reported below the laboratory method detection limits and/or the Groundwater Cleanup Target Levels (GCTL), as listed in Chapter 62-777, Florida Administrative Code (FAC) for all parameters tested with the exception of dieldrin in the groundwater sample collected on July 26, 2021, which reported dieldrin at an estimated concentration (reported between the Method Detection Limit and the Practical Quantitation Limit) of 0.0072 lag/L, which is slightly above the GCTL for dieldrin of 0.002 lag/L. • Arsenic Laboratory analytical results of the groundwater samples collected from GP-5 reported arsenic at a concentration of 8.11 lag/L and 6.5 lag/L, respectively, which is below the GCTL for arsenic of 10 lag/L. The laboratory analytical data for organochlorine pesticides and arsenic collected as part of this investigation and the prior assessment activities are summarized in the attached Table 1. Copies of the laboratory report and chain of custody form are attached. Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 5.0 CONCLUSIONS AND RECOMMENDATIONS The assessment activities performed as part of this Confirmatory Groundwater Sampling Report, consisted of the the installation and sampling of two temporary shallow water table monitoring wells for laboratory analysis for specific contaminants of concern to develop additional information regarding elevated levels of dieldrin and arsenic in groundwater located at the subject site, as identified in, as identified in NEF's Limited Soil and Groundwater Assessment Report dated January 16, 2020. 5.1 Summary of Groundwater Assessment Information Laboratory analytical results of groundwater samples collected as part of NEF's Limited Soil and Groundwater Assessment Report dated January 16, 2020 were reported at or below the laboratory method detection limits and/or the applicable Groundwater Cleanup Target Levels (GCTLs), as listed in Chapter 62-777, Florida Administrative Code, for all parameters tested with the exception of dieldrin in groundwater samples collected from GP-4 and arsenic in groundwater samples collected from GP-5. In an attempt to develop additional information regarding the elevated contaminant concentrations reported in groundwater samples collect at the GP-4 and GP-5 groundwater sample locations, NEF installed two conventional shallow water table monitoring wells (designated as GP-4 and GP-5) at the original groundwater sample locations to facilitate the collection of confirmatory groundwater samples to attempt to confirm the reported dieldrin and arsenic concentrations. Laboratory analytical results of the groundwater samples collected from GP-4 and GP-5 as part of NEF's Limited Soil and Groundwater Assessment Report dated January 16, 2020 were this investigation are summarized below: • Organochlorine Pesticides Dieldrin was reported at a concentration of 0.022 lag/L in groundwater samples collected from GP-4 on December 23, 2019, which is above the Groundwater Cleanup Target Level (GCTL) for dieldrin of 0.002 lag/L, as listed in Chapter 62- 777, Florida Administrative Code (FAC). Laboratory analytical results of the groundwater samples collected from GP-4 on July 26, 2021 and August 16, 2021 were reported below the laboratory method detection limits and/or the Groundwater Cleanup Target Levels (GCTL), as listed in Chapter 62-777, Florida Administrative Code (FAC) for all parameters tested with the exception of dieldrin in the groundwater sample collected on July 26, 2021, which reported dieldrin at an estimated concentration (reported between the Method Detection Limit(MDL) of 0.0050 lag/L and the Practical Quantitation Limit (PQL) of 0.0099 lag/L) of 0.0072 lag/L, which is slightly above the GCTL for dieldrin of 0.002 lag/L. However, in accordance with Chapter 62-780, FAC, when the Cleanup Target Level is lower than the PQL, the PQL becomes the alternative Cleanup Target Level, as long as it is the best achievable detection limit. Given the reported PQL of 0.0099 lag/L meets the Target PQL for dieldrin(in FDEP Analytical Methods Guidance document)of 0.1 lag/L,the concentration of dieldrin meets the alternative Cleanup Target Level. • Arsenic Arsenic was reported at a concentration of 64.1 lag/L in groundwater samples collected from GP-5 on December 23, 2019, which is above the Groundwater Cleanup Target Level (GCTL) for arsenic of 10 lag/L, as listed in Chapter 62- 777, Florida Administrative Code (FAC). Laboratory analytical results of the groundwater samples collected from GP-5 on July 26, 2021 reported arsenic at a concentration of 8.11 lag/L and 6.5 lag/L, respectively, which is below the GCTL for arsenic of 10 lag/L. As such, based Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 on the results of the confirmatory groundwater sampling activities, the elevated arsenic concentration reported in the groundwater samples collected on December 23, 2019, as part of the original scope of work could not be confirmed. 5.2 Conclusions and Recommendations The groundwater assessment activities performed as part of this Confirmatory Groundwater Sampling Report were intended to develop additional information regarding the reported arsenic and dieldrin concentrations reported in groundwater samples collected from GP-4 and GP-4, collected as part of assessment activities documented in NEF's Limited Soil and Groundwater Assessment Report dated January 16, 2020. Laboratory analytical results collected as part of this investigation did not confirm the elevated arsenic concentration in groundwater at the TP-5 groundwater sample location. Although dieldrin was detected in one out of the two of the confirmatory groundwater samples collected, the dieldrin concentration was reported as an estimated concentration as the concentration was reported below the Practical Quantitation Limit and as such would be considered to meet the (alternative) Groundwater Cleanup Target Level for dieldrin. Given the above and that prior Phase I Environmental Site Assessments did not reveal evidence of historical uses that could be considered a source for the elevated dieldrin concentration in groundwater, it is NEF's opinion that additional contaminant related soil and/or groundwater investigation at these test locations is not mandatory at this time. NEF appreciates this opportunity to be of service. Should you have any further questions or concerns, please do not hesitate to contact the undersigned at your convenience. Sincerely, NUTTING ENVIRONMENTAL OF FLORIDA, INC. /t,'e Borkowski R4 hard G. foss;, P.E. ect Manager President A ane i ce President Filename: Boynton Beach CRA, 115 N Federal Highway, Boynton Beach, Confirmatory GW Sampling, Sept 2021 Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 APPENDICES Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. Confirmatory Groundwater Sampling Report CRA Properties Vicinity of 115 North Federal Highway Boynton Beach,Palm Beach County, FL 33435 N EF#6967.13 August 2021 Appendix A - Tables and Figures Nur 1—ENVIRONMENTAL F FLOR—A,INC. Your Project Is Ocr Commitment. 5 � tkt� ��t�5��t � ;I �� + t }ti ����i•- Iq��\lI ���i� J i, .s _ � � ���t *r S i � I f GP-4 i I t - Sr W 0' 30' 60' Approximate Scale 1"= 30' NUTTING ENVIRONMENTAL CRA Properties Proposed OF FLORIDA, INC. Vic of 115 North Federal Highway Soil Boring FJG.I. Boynton Beach, Palm Beach County, FL Location Ma " r°1s � ° N E F #: 6967.13 p t1 1,r it i Ir r S l r, II 4 i 0' 30' 60' Approximate Scale 1"= 30' NUTTING ENVIRONMENTAL CRA Properties Proposed OF FLORIDA, INC. Vic of 115 North Federal Highway Soil Boring FJG.I. Boynton Beach, Palm Beach County, FL Location Ma " r°1s � ° . N E F #: 6967.13 p t ssL �1r 6 - �� 7 r� k- r N7� i S13-1 V' -- - r ixt , F t ' S13-4 (s z i� �7 • SB-8 "� i i \ 3 t3 lop � 2 0' 40' 80' Approximate Scale 1"= 40' CRA Properties NUTTING ENVIRONMENTAL CRA OF FLORIDA, INC. 508 East Boynton Beach Boulevard Soil Boring FJG.I. Boynton Beach, Palm Beach County, FL Location Ma " r°1s � ° . N E F #: 6967.13 p k C)\ o Q Q - z z Q d o 0 0 6 d a a o _ / / / / 0 \ 2 9 d $ 3 S 2 3 z z § k g g g g R Jo 0 0 0 / \ . � LU CL CD ± ± Cl) G \ CL LLI x o 2 2 2 2 0 2 § R o $ q 7 $ R R / q / \ 0 E E CD E \ j \ ! 0 6 6 6 6ch & E e C / � 2 � LLE ƒ e \ 2 ' g § o ) \ § ■ r / k k k k z z \ I ) ) u 0 0 0 0 ] { ■ o 2 & z a 2 C4 - \ \ Nt R R \ 2 � OL < R = d \ \ CD % 0 0 0 0 \ \. o o < « 2 ) \ > k - / g / \ J p o \ r Q 2 \ f ch co w c 2 / } I \ L § j o \ / / \ / / \ \ d \ / / \ / / / \ 2 n C-4 ! / R / R R + ) { { / / § r o 2 7 a e G a § % o / r r CL ) k \ 07 J J J J \ E f ) .§ LO co 0o E J § § o a .. - m E / „ © o < z = Appendix C - FDEP Groundwater Sampling Logs Nuri—ENVIRONMENTAL F FSO —,INO. Your Project Is Ocr Commitment. DEP Form FD 9000-24: GROUNDWATER SAMPLING LOG SITE SITE NAME: 115 N Federal Hw LOCATION: 115 N Federal Hwy, Boynton Beach, FL,33435 WELL NO: GP-4 SAMPLE ID: GP-4 DATE: July 26,2021 PURGING DATA WELL TUBING WELL SCREEN INTERVAL I STATIC DEPTH PURGE PUMP TYPE DIAMETER(inches):1.5 DIAMETER(inches): 114 DEPTH:4.40 feet to 14.401!!t TO WATER(feet): IP . OR BAILER: P WELL VOLUME PURGE: I WELL VOLUME (TOTAL WELL DEPTH - STATIC DEPTH TO WATER) X WELL CAPACITY (only fill out if applicable) (14.40 feet- 5.44 feet) X 0.09 gallons/foot = 0,81 gallons EQUIPMENT VOLUME PURGE: 1 EQUIPMENT VOL.=PUMP VOLUME+(TUBING CAPACITY X TUBING LENGTH)+FLOW CELL VOLUME (only fill out if applicable) gallons+ gallons/foot X feet)+ gallons = gallons INITIAL PUMP OR TUBING FINAL PUMP OR TUBINGPURGING PURGING TOTALVOLUME DEPTH IN WELL(feet): 7.00 DEPTH IN WELL(feet): 7.00 INITIATED AT: 10:10 ENDED AT: 10:30 PURGED(gallons): 5.0 GUMUL. DEPTH COND, DISSOLVED VOLUME VOLUME PURGE TO pH TEMP. (circle units) OXYGEN TURBIDITY COLOR ODOR TIME PURGED PURGED RATE WATER (standard (gallons) units (OC) itmh� I /L r (LATUS) (describe) (describe) (gallons) (gpm) (feet) ) r .Is/ %aeration 10:22 10:22 3.0 510 US 5.57 7.58 27.97 420 2.21 5,78 Clear None 10:24 0.5 3.5 0,25 5.57 7.08 27.96 423 1.84 5.13 Clear None 10:26 0.5 4.0 0,25 5.57 6.97 27.95 45 1.75 4.87 clear None 10:28 0.5 4.5 0.25 5,57 1 6.80 27.94 1 427 1,73 3.78 Clear 10,30 0,5 5.0 0.25 5.57 1 6,65 27.94 425 1,59 3.30 Cloar None WELL CAPACITY(Gallons Per Foot): 0.75"=0,02; 1"=0.04; 1.25"=0.06; 2"=0.16; 3"=0.37; 4"=0,65; 5"=1.02; 6"=1.47; 12"=5.88 TUBING INSIDE DIA.CAPACITY .006; 1/2"=0.010; 5/8"=0.016 PURGING EQUIPMENT CODES: B Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; PP=Peristaltic Pump; 0=Other(Specify) SAMPLING DATA SAMPLED BY(PRINT)I AFFILIATION: SAMPL,ER(S)SIGNATURE(S): NO SAMPLI SAMPLING Tony Ruiz/NEF INITIATED AT: 10:31 ENDED AT: 10:33 PUMP OR TUBING TUBING FIELD-FILTERED: Y (N) FILTER SIZE: _larn DEPTH IN WELL(feet): 7,00 MATERIAL CODE: HOPE Filtration Equipment Type: FIELD DECONTAMINATIOW PUMP (Y) N TUBING Y (N)(replaced) DUPLICATE: (Y) N SAMPLE CONTAINER SPECIFICATION SAMPLE PRESERVATION(including wet ice) INTENDED SAMPLING SAMPLE PUMP METHOD CODE (mL per VOLUME USED ADDED VOL--- FINALANALYSIS AND/OR EQUIPMENT FLOW RATE -1 SAMPLE 9 MATERIAL I PRESERVATIVE TOTAL r minute) ID CODE CONTAINERS CODE IN mt_�H GP-4 2I A��'L Ice Dieldrin/80811 APP 4000ml- REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Clear Glass; HDPE=High Density Polyethylene; LOPE=Low Density Polyethylene; PP=Polypropylene; S=Silicone; T=Tenon; 0=Other(Specify) SAMPLING EQUIPMENT CODES: APP=After(Through)Peristaltic Pump; B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; RFPP=Reverse Flow Peristaltic Pump; SM=Straw Method(Tubing Gravity Drain); 0=Other(Specify) NOTES: 1. The above do not constitute all of the information required by Chapter 62-160,F.A.C. 2. STABILIZATION CRITERIA FOR RANGE OF VARIATION OF LAST THREE CONSECUTIVE READINGS(SEE FS 2212,SECTION 3) pH:+0.2 units Temperature:+0.2 OC Specific Conductance: +5% Dissolved Oxygen:all readings<20%saturation(see Table FS 2200-2); optionally,t 0,2 mg/L or+ 10%(whichever is greater) Turbidity;all readings<20 NTU;optionally±5 NTU or+ 10%(whichever is greater) 62-160,800 F.A.C. Revision Date: January 2017 DEP Form FD 9000-24: GROUNDWATER SAMPLING LOG SITE SITE NAME: 115 N Federal Hwy LOCATION: 115 N Federal H,w.,Boynton Beach,FL,33435 WELL NO: GP-5 SAMPLE ID; GP-5 DATE: July 26,2021 PURGING DATA STATIC DEPTH PURGE PUMP TYPE WELL SCREEN INTERVAL WELL j TUBING DIAMETER(inches): 1.5 1 DIAMETER(inches): 1/4 DEPTH:4.72 feet to 14.72 feet TO WATER(fee I ):5.73 OR BAILER: PP WELL VOLUME PURGE: I WELL VOLUME (TOTAL WELL DEPTH - STATIC DEPTH TO WATER) X WELL CAPACITY (only fit[out if applicable) (14.72 feet- 5.7 EQUIPMENT VOLUME PURGE: I EQUIPMENT VOL.=PUMP VOLUME+(TUBING CAPACITY X TUBING LENGTH)+FLOW CELL VOLUME (only fill out if applicable) gallons+ gallons/foot X feet)+ gallons = gallons INITIAL PUMP OR TUBING FINAL PUMP OR TUBING PURGING PURGING TOTAL VOLUME DEPTH IN WELL(feel): 7.00 DEPTH IN WELL(feet): 7.00 INITIATED AT: 11:01 ENDEDAT: 11:19 PURGED(gallons): 4.5 CUMUL. DEPTH COND. DISSOLVED VOLUME VOLUME PURGE TO pH TEMP. (circle units) OXYGEN TURBIDITY COLOR ODOR TIME PURGED PURGED RATE WATER (standard (1)C) pmh (circle units) (NTUs) (describe) (describe) (gallons) units) '0&or (gallons) (gpm) (feet) or,pSlco I uh 0 uration 11:13 3.0 510 6.25 5.90 5.41 29.70 430 1.32 2.67 Clear None 11:15 0.5 3,6 0.25 5.90 5.42 29.139 430 1.28 2.89 Clear None 11:17 0.5 4.0 0.25 5.90 5.42 29,67 43p 1.23 3.35 Clear None 11:19 0.5 4.5 0,25 5.90 5.43 29.68 430 1.21 3.71 1 Clear None WELL CAPACITY(Gallons Per Foot): 0.75"=0.02; 1"=0.04; 1.25"=0.06; 2"=0.16; 3"=0.37; 4"=0.65; 5"=1.02; 6"=1.47; 12"=5.E18 TUBING INSIDE DIA.CAPACITY(Galfft.)._ 118"=0.0006; 3/16"=0.0014; 1/4"=0.0026; 5/16"=0,004; 318"=0.006; 112"=0.010; 518"=0.016 PURGING EQUIPMENT CODES; B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; PIP=Peristaltic Pump; 0=Other(Specify) SAMPLING DATA SAMPLED BY(PRINT)/AFFILIATION: SAMPLER(S)SIGNATURE(S): SAMPLING SAMPLING Tony Ruiz1 NEE Jim INITIATED AT: 11:20 ENDED AT: 11:23 PUMP OR TUBING TUBING FIELD-FILTERED: Y (N) FILTER SIZE: -pm DEPTH IN WELL(feet): 7.00 MATERIAL CODE: HOPE Filtration EquipmentType: ............ . FIELD DECONTAMINATION: PUMP (Y) N TUBING Y (N)(replaced) DUPLICATE: (Y) N SAMPLE CONTAINER SPECIFICATION SAMPLE PRESERVATION(including wet ice) INTENDED SAMPLING SAMPLE PUMP SAMPLE IPCONTAINERS PRESERVATIVE TOTAL VOL FINAL ANALYSIS AND/OR EQUIPMENT FLOW RATE ID CODE CODE USED ADDED IN FIELD mLH MATERIAL VOLUME METHOD CODE (mL per minute) ( ) p (3P-5 2 HDPE 250nnL HNO3 0 Arsenic/6020 APP 500rnL REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Cl[ear Glass; HDPE=High Density Polyethylene; LDPE=Low Density Polyethylene; PIP=Polypropylene; S=Silicone; T=Teflon; 0=Other(Specify) SAMPLING EQUIPMENT CODES: APP=After(Through)Peristaltic Pump; B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; RFPP=Reverse Flow Peristaltic Pump; SM=Straw Method(Tubing Gravity Drain); 0=Other(Specify) NOTES: 1. The above do not constitute all of the information required by Chapter 62-160,F.A.C. 2. STABILIZATION CRITERIA FOR RANGE OF VARIATION OF LAST THREE CONSECUTIVE READINGS(SEE FS 2212,SECTION 3) pH:+0.2 units Temperature:+0.2 OC Specific Conductance: +5% Dissolved Oxygen:all readings<20%saturation(see Table FS 2200-2); optionally,+0.2 mg1L or+10%(whichever is greater) Turbidity:all readings<20 NTLI;optionally±5 NTU or+ 10%(whichever is greater) 62-160.800 F.A.C. Revision Date: January 2017 UIUMIUWdLUI OdIIIIJ1111 LUy Iwcl U.'cu is aCeAnalytlCal' Document No.: Issuing Authority: Florida Laboratory F-FL-C-021 rev.00 Pace Florida Quality Office Form FD 9000-24 GROUNDWATER SAMPLING LOG SITE NAME: I �, 1 1i.�•. «1'CA /SOLATION: 1 � !�► F��'"e� c�� � I�v��"/t � `l'� WELL NO: (7 Li SAMPLE ID: DATE: PURGING DATA WELL �� TUBING WELL SCREEN INTERVAL STATIC DEPTH PURGE PUMP TYPE DIAMETER(inches): DIAMETER(inches): DEPTH: Meet to IS S feet TO WATER(feet): I OR BAILER: �f WELL VOLUME PURGE: 1 WELL VOLUME_ (TOTAL WELL DEPTH - STATIC DEPTH TO WATER) X WELL CAPACITY (only fill out if applicable) ( � L - ���• � feet- 5, S feet <-%X �< gallons/foot = '� ' gallons EQUIPMENT VOLUME PURGE: 1 EQUIPMENT VOL.=PUMP VOLUME+(TUBING CAPACITY X TUBING LENGTH)+FLOW CELL VOLUME (only fill out if applicable) = gallons+( gallons/foot X feet)+ gallons = gallons INITIAL PUMP OR TUBING S FINAL PUMP OR TUBING ( C PURGING L / PURGING f Ll 143 TOTAL VOLUME DEPTH IN WELL(feet): �' l DEPTH IN WELL(feet): is > INITIATED AT: 1 SSd ENDED AT: r PURGED(gallons): 1, C' CUMUL. DEPTH COND. DISSOLVED VOLUME VOLUME PURGE TO PH TEMP. (circle units) OXYGEN TURBIDITY COLOR ODOR TIME PURGED (standard o µ (circle units) PURGED RATE WATER units) ( C) mhos/cm m !L or (NTUs) (describe) (describe) (gallons) (gallons) (gPm) (feet) or µS/cm %saturation G L c3,Z HI , 61 S 21 P Le tl I-7 D. 1Z �- r �► f , �� ► Z d zea S, �� S" Z _ 10 v 6. )S '7 c WELL CAPACITY(Gallons Per Foot): 0.75"=0.02; 1"=0.04; 1.25"=0.06; 2"=0.16; 3"=0.37; 4"=0.65; 5"=1.02; 6"=1.47; 12"=5.88 TUBING INSIDE DIA.CAPACITY Gal./Ft. : 1/8"=0.0006; 3/16"=0.0014 1/4"=0.0026; 5/16"=0.004 3/8"=0.006 112"=0.010 5/8"=0.016 PURGING EQUIPMENT CODES: B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; PP=Peristaltic Pump; O=Other(Specify) SAMPLING DATA SAMPLED BY(PRINT)/AFFILIATION: SAMPLER(S)SIGNATURE(S): SAMPLING SAMPLING /1 INITIATED AT: ,LI S ENDED AT: t� 'I j PUMP OR TUBING TUBINGry t7Cl S FIELD-FILTERED: Y FILTER SIZE: µm DEPTH IN WELL(feet): MATERIAL CODE: r Filtration Equipment T e: FIELD DECONTAMINATION: PUMP Y TUBING YN(rePlace� DUPLICATE: Y N SAMPLE CONTAINER SPECIFICATION SAMPLE PRESERVATION INTENDED SAMPLING SAMPLE PUMP SAMPLE # MATERIAL PRESERVATIVE TOTAL VOL FINAL ANALYSIS AND/OR EQUIPMENT FLOW RATE ID CODE CONTAINERS CODE VOLUME USED ADDED IN FIELD mL H METHOD CODE (mL per minute) i0c)(3-L REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Clear Glass; PE=Polyethylene; PP=Polypropylene; S=Silicone; T=Teflon; O=Other(Specify) SAMPLING EQUIPMENT CODES: APP=After Peristaltic Pump; B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; RFPP=Reverse Flow Peristaltic Pump; SM=Straw Method(Tubing Gravity Drain); O=Other(Specify) NOTES: 1. The above do not constitute all of the information required by Chapter 62-160, F.A.C. 2. STABILIZATION CRITERIA FOR RANGE OF VARIATION OF LAST THREE CONSECUTIVE READINGS(SEE FS 2212 SECTION) pH:+0.2 units Temperature:+0.2°C Specific Conductance: ±5% Dissolved Oxygen:all readings<20%saturation(see Table FS 2200-2); optionally, +0.2 mg/L or+10%(whichever is greater) Turbidity:all readings<20 NTU;optionally±5 NTU or+ 10%(whichever is greater) Page 127 of 200 Book Number: Page 14 of 16 Appendix D - Laboratory Analytical Results and Chain of Custody Form Nuri—ENVIRONMENTAL F FSO —,INO. Your Project Is Ocr Commitment. Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I August 23, 2021 Jan Beernink Nutting Environmental of Florida, Inc. 1310 Neptune Drive Boynton Beach, FL 33426 RE: Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Dear Jan Beernink: Enclosed are the analytical results for sample(s) received by the laboratory on July 27, 2021. The results relate only to the samples included in this report. Results reported herein conform to the applicable TNI/NELAC Standards and the laboratory's Quality Manual,where applicable, unless otherwise noted in the body of the report. The test results provided in this final report were generated by each of the following laboratories within the Pace Network: • Pace National-Mt. Juliet • Pace Analytical Services-Ormond Beach Revision 1 -This report replaces the 08/05/2021 report.Arsenic for GP-5 has been aanlzyed by a secondary lab for confirmation. If you have any questions concerning this report, please feel free to contact me. Sincerely, Christina Raschke christina.raschke@pacelabs.com (954)582-4300 Project Manager Enclosures cc: Katie Bonkowski, Nutting Environmental of Florida, Inc. ,AC � REPORT OF LABORATORY ANALYSIS I; This report shall not be reproduced,except in full, �e without the written consent of Pace Analytical Services,LLC. Page 1 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I CERTIFICATIONS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Pace Analytical Services Ormond Beach 8 East Tower Circle, Ormond Beach, FL 32174 Montana Certification#:Cert 0074 Alaska DEC-CS/UST/LUST Nebraska Certification: NE-OS-28-14 Alabama Certification#:41320 New Hampshire Certification#:2958 Colorado Certification: FL NELAC Reciprocity New Jersey Certification#: FL022 Connecticut Certification#: PH-0216 New York Certification#: 11608 Delaware Certification: FL NELAC Reciprocity North Carolina Environmental Certificate#:667 Florida Certification#: E83079 North Carolina Certification#: 12710 Georgia Certification#:955 North Dakota Certification#: R-216 Guam Certification: FL NELAC Reciprocity Ohio DEP 87780 Hawaii Certification: FL NELAC Reciprocity Oklahoma Certification#: D9947 Illinois Certification#:200068 Pennsylvania Certification#:68-00547 Indiana Certification: FL NELAC Reciprocity Puerto Rico Certification#: FL01264 Kansas Certification#: E-10383 South Carolina Certification:#96042001 Kentucky Certification#:90050 Tennessee Certification#:TN02974 Louisiana Certification#: FL NELAC Reciprocity Texas Certification: FL NELAC Reciprocity Louisiana Environmental Certificate#:05007 US Virgin Islands Certification: FL NELAC Reciprocity Maine Certification#: FLO1264 Virginia Environmental Certification#:460165 Maryland Certification:#346 West Virginia Certification#:9962C Michigan Certification#:9911 Wisconsin Certification#:399079670 Mississippi Certification: FL NELAC Reciprocity Wyoming(EPA Region 8): FL NELAC Reciprocity Missouri Certification#:236 Pace Analytical Services National 12065 Lebanon Road, Mt.Juliet,TN 37122 Mississippi Certification#:TN00003 Alabama Certification#:40660 Missouri Certification#: 340 Alaska Certification 17-026 Montana Certification#:CERT0086 Arizona Certification#:AZ0612 Nebraska Certification#: NE-OS-15-05 Arkansas Certification#:88-0469 Nevada Certification#:TN-03-2002-34 California Certification#:2932 New Hampshire Certification#: 2975 Canada Certification#: 1461.01 New Jersey Certification#:TNO02 Colorado Certification#:TN00003 New Mexico DW Certification Connecticut Certification#: PH-0197 New York Certification#: 11742 DOD Certification:#1461.01 North Carolina Aquatic Toxicity Certification#:41 EPA#TN00003 North Carolina Drinking Water Certification#:21704 Florida Certification#: E87487 North Carolina Environmental Certificate#: 375 Georgia DW Certification#:923 North Dakota Certification#: R-140 Georgia Certification: NELAP Ohio VAP Certification#: CL0069 Idaho Certification#:TN00003 Oklahoma Certification#:9915 Illinois Certification#:200008 Oregon Certification#:TN200002 Indiana Certification#: C-TN-01 Pennsylvania Certification#:68-02979 Iowa Certification#: 364 Rhode Island Certification#: LA000356 Kansas Certification#: E-10277 South Carolina Certification#:84004 Kentucky UST Certification#: 16 South Dakota Certification Kentucky Certification#:90010 Tennessee DW/Chem/Micro Certification#: 2006 Louisiana Certification#:A130792 Texas Mold Certification#: LAB0152 Louisiana DW Certification#: LA180010 Texas Certification#:T 104704245-17-14 Maine Certification#:TN0002 USDA Soil Permit#: P330-15-00234 Maryland Certification#: 324 Utah Certification#:TN00003 Massachusetts Certification#: M-TNO03 Virginia Certification#:VT2006 Michigan Certification#:9958 Vermont Dept.of Health: ID#VT-2006 Minnesota Certification#:047-999-395 Virginia Certification#:460132 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 2 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I CERTIFICATIONS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Pace Analytical Services National Washington Certification#:C847 A2LA-ISO 17025 Certification#: 1461.01 West Virginia Certification#:233 A2LA-ISO 17025 Certification#: 1461.02 Wisconsin Certification#:998093910 Al HA-LAP/LLC EMLAP Certification#:100789 Wyoming UST Certification#:via A21LA 2926.01 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 3 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SAMPLE SUMMARY Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Lab ID Sample ID Matrix Date Collected Date Received 35650753001 GP-4 Water 07/26/2110:31 07/27/2114:02 35650753002 GP-5 Water 07/26/2111:20 07/27/2114:02 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 4 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SAMPLE ANALYTE COUNT Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Analytes Lab ID Sample ID Method Analysts Reported Laboratory 35650753001 GP-4 EPA 8081 BLM 22 PASI-O 35650753002 GP-5 EPA 6020 JPD 1 PAN EPA 6020 LEC 1 PASI-O PAN=Pace National-Mt.Juliet PASI-O=Pace Analytical Services-Ormond Beach REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 5 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SUMMARY OF DETECTION Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Lab Sample ID Client Sample ID Method Parameters Result Units Report Limit Analyzed Qualifiers 35650753001 GP-4 EPA 8081 Dieldrin 0.0072 I ug/L 0.0099 07/29/21 19:48 1 p 35650753002 GP-5 EPA 6020 Arsenic 8.11 ug/L 2.00 08/19/21 17:52 EPA 6020 Arsenic 6.5 ug/L 1.0 07/30/21 15:55 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 6 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I ANALYTICAL RESULTS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Sample: GP-4 Lab ID: 35650753001 Collected: 07/26/21 10:31 Received: 07/27/21 14:02 Matrix: Water Parameters Results Units PQL MDL DF Prepared Analyzed CAS No. Qual 8081 GCS Pesticides Analytical Method: EPA 8081 Preparation Method: EPA 3510 Pace Analytical Services-Ormond Beach Aldrin 0.0040 U ug/L 0.0099 0.0040 1 07/29/21 09:33 07/29/21 19:48 309-00-2 1P alpha-BHC 0.0021 U ug/L 0.0099 0.0021 1 07/29/21 09:33 07/29/21 19:48 319-84-6 1P beta-BHC 0.020 U ug/L 0.030 0.020 1 07/29/21 09:33 07/29/21 19:48 319-85-7 1P delta-BHC 0.0048 U ug/L 0.0099 0.0048 1 07/29/2109:33 07/29/21 19:48 319-86-8 1p gamma-BHC(Lindane) 0.0022 U ug/L 0.0099 0.0022 1 07/29/21 09:33 07/29/21 19:48 58-89-9 1p Chlordane(Technical) 0.24 U ug/L 0.50 0.24 1 07/29/21 09:33 07/29/21 19:48 57-74-9 1P 4,4'-DDD 0.0027 U ug/L 0.0099 0.0027 1 07/29/21 09:33 07/29/21 19:48 72-54-8 1 P, J(CU) 4,4'-DDE 0.0050 U ug/L 0.0099 0.0050 1 07/29/21 09:33 07/29/21 19:48 72-55-9 1P 4,4'-DDT 0.0050 U ug/L 0.0099 0.0050 1 07/29/21 09:33 07/29/21 19:48 50-29-3 1P Dieldrin 0.0072 1 ug/L 0.0099 0.0020 1 07/29/21 09:33 07/29/21 19:48 60-57-1 1P Endosulfan 1 0.0050 U ug/L 0.0099 0.0050 1 07/29/21 09:33 07/29/21 19:48 959-98-8 1P Endosulfan 11 0.0040 U ug/L 0.0099 0.0040 1 07/29/21 09:33 07/29/21 19:48 33213-65-9 1p Endosulfan sulfate 0.0061 U ug/L 0.099 0.0061 1 07/29/21 09:33 07/29/21 19:48 1031-07-8 1p Endrin 0.0043 U ug/L 0.0099 0.0043 1 07/29/21 09:33 07/29/21 19:48 72-20-8 1P Endrin aldehyde 0.0036 U ug/L 0.099 0.0036 1 07/29/21 09:33 07/29/21 19:48 7421-93-4 1p Endrin ketone 0.0050 U ug/L 0.0099 0.0050 1 07/29/21 09:33 07/29/21 19:48 53494-70-5 1p Heptachlor 0.0061 U ug/L 0.0099 0.0061 1 07/29/21 09:33 07/29/21 19:48 76-44-8 1P Heptachlor epoxide 0.016 U ug/L 0.020 0.016 1 07/29/21 09:33 07/29/21 19:48 1024-57-3 1P Methoxychlor 0.0042 U ug/L 0.0099 0.0042 1 07/29/21 09:33 07/29/21 19:48 72-43-5 1P Toxaphene 0.25 U ug/L 0.50 0.25 1 07/29/2109:33 07/29/21 19:48 8001-35-2 1p Surrogates Tetrachloro-m-xylene(S) 71 % 27-124 1 07/29/21 09:33 07/29/21 19:48 877-09-8 Decachlorobiphenyl(S) 44 % 10-132 1 07/29/21 09:33 07/29/21 19:48 2051-24-3 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 7 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I ANALYTICAL RESULTS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Sample: GP-5 Lab ID: 35650753002 Collected: 07/26/21 11:20 Received: 07/27/21 14:02 Matrix: Water Parameters Results Units PQL MDL DF Prepared Analyzed CAS No. Qual Metals(ICPMS)6020 Analytical Method: EPA 6020 Preparation Method:3015 Pace National-Mt.Juliet Arsenic 8.11 ug/L 2.00 0.180 1 08/19/2101:07 08/19/21 17:52 7440-38-2 6020 MET ICPMS Analytical Method: EPA 6020 Preparation Method: EPA 3010 Pace Analytical Services-Ormond Beach Arsenic 6.5 ug/L 1.0 0.50 1 07/30/2102:03 07/30/21 15:55 7440-38-2 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 8 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 QC Batch: 1725251 Analysis Method: EPA 6020 QC Batch Method: 3015 Analysis Description: Metals(ICPMS)6020 Laboratory: Pace National-Mt.Juliet Associated Lab Samples: 35650753002 METHOD BLANK: R3694133-1 Matrix: Water Associated Lab Samples: 35650753002 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers Arsenic ug/L 0.180 U 2.00 0.180 08/19/21 15:56 LABORATORY CONTROL SAMPLE: R3694133-2 Spike LCS LCS % Rec Parameter Units Conc. Result % Rec Limits Qualifiers Arsenic ug/L 50.0 46.8 93.6 80.0-120 MATRIX SPIKE&MATRIX SPIKE DUPLICATE: R3694133-4 R3694133-5 MS MSD L1390894-04 Spike Spike MS MSD MS MSD % Rec Max Parameter Units Result Conc. Conc. Result Result % Rec % Rec Limits RPD RPD Qual Arsenic ug/L 0.264 50.0 50.0 48.8 50.3 97.0 100 75.0-125 3.04 20 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 9 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 QC Batch: 749743 Analysis Method: EPA 6020 QC Batch Method: EPA 3010 Analysis Description: 6020 MET Laboratory: Pace Analytical Services-Ormond Beach Associated Lab Samples: 35650753002 METHOD BLANK: 4093320 Matrix: Water Associated Lab Samples: 35650753002 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers Arsenic ug/L 0.50 U 1.0 0.50 08/01/21 15:22 LABORATORY CONTROL SAMPLE: 4093321 Spike LCS LCS % Rec Parameter Units Conc. Result % Rec Limits Qualifiers Arsenic ug/L 50 50.8 102 80-120 MATRIX SPIKE&MATRIX SPIKE DUPLICATE: 4093322 4093323 MS MSD 35650585001 Spike Spike MS MSD MS MSD % Rec Max Parameter Units Result Conc. Conc. Result Result % Rec % Rec Limits RPD RPD Qual Arsenic ug/L 2.5 50 50 46.1 46.2 87 87 75-125 0 20 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 10 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 QC Batch: 749444 Analysis Method: EPA 8081 QC Batch Method: EPA 3510 Analysis Description: 8081 GCS Pesticides Laboratory: Pace Analytical Services-Ormond Beach Associated Lab Samples: 35650753001 METHOD BLANK: 4091419 Matrix: Water Associated Lab Samples: 35650753001 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers 4,4'-DDD ug/L 0.0027 U 0.010 0.0027 07/29/21 18:02 J(CU) 4,4'-DDE ug/L 0.0050 U 0.010 0.0050 07/29/21 18:02 4,4'-DDT ug/L 0.0051 U 0.010 0.0051 07/29/21 18:02 Aldrin ug/L 0.0040 U 0.010 0.0040 07/29/21 18:02 alpha-BHC ug/L 0.0021 U 0.010 0.0021 07/29/21 18:02 beta-BHC ug/L 0.020 U 0.030 0.020 07/29/21 18:02 Chlordane(Technical) ug/L 0.25 U 0.50 0.25 07/29/21 18:02 delta-BHC ug/L 0.0048 U 0.010 0.0048 07/29/21 18:02 Dieldrin ug/L 0.0020 U 0.010 0.0020 07/29/21 18:02 Endosulfan I ug/L 0.0051 U 0.010 0.0051 07/29/21 18:02 Endosulfan 11 ug/L 0.0040 U 0.010 0.0040 07/29/21 18:02 Endosulfan sulfate ug/L 0.0062 U 0.10 0.0062 07/29/21 18:02 Endrin ug/L 0.0043 U 0.010 0.0043 07/29/21 18:02 Endrin aldehyde ug/L 0.0036 U 0.10 0.0036 07/29/21 18:02 Endrin ketone ug/L 0.0050 U 0.010 0.0050 07/29/21 18:02 gamma-BHC(Lindane) ug/L 0.0022 U 0.010 0.0022 07/29/21 18:02 Heptachlor ug/L 0.0062 U 0.010 0.0062 07/29/21 18:02 Heptachlor epoxide ug/L 0.016 U 0.020 0.016 07/29/21 18:02 Methoxychlor ug/L 0.0042 U 0.010 0.0042 07/29/21 18:02 Toxaphene ug/L 0.25 U 0.50 0.25 07/29/21 18:02 Decachlorobiphenyl(S) % 96 10-132 07/29/21 18:02 Tetrachloro-m-xylene(S) % 68 27-124 07/29/21 18:02 LABORATORY CONTROL SAMPLE&LCSD: 4091420 4091608 Spike LCS LCSD LCS LCSD % Rec Max Parameter Units Conc. Result Result % Rec % Rec Limits RPD RPD Qualifiers 4,4'-DDD ug/L 0.5 0.63 0.64 127 129 67-133 2 40 J(CU) 4,4'-DDE ug/L 0.5 0.54 0.55 107 110 59-125 2 40 4,4'-DDT ug/L 0.5 0.43 0.43 86 85 54-132 1 40 Aldrin ug/L 0.5 0.39 0.41 77 81 25-116 5 40 alpha-BHC ug/L 0.5 0.46 0.46 91 91 53-126 0 40 beta-BHC ug/L 0.5 0.49 0.50 98 99 62-130 1 40 delta-BHC ug/L 0.5 0.50 0.51 100 101 35-122 2 40 Dieldrin ug/L 0.5 0.53 0.54 106 108 66-128 2 40 EndosulfanI ug/L 0.5 0.52 0.53 104 105 67-125 1 40 Endosulfan 11 ug/L 0.5 0.54 0.55 108 110 67-131 2 40 Endosulfan sulfate ug/L 0.5 0.55 0.55 109 111 62-127 1 40 Endrin ug/L 0.5 0.51 0.52 103 105 66-130 2 40 Endrin aldehyde ug/L 0.5 0.54 0.55 108 109 61-124 1 40 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 11 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 LABORATORY CONTROL SAMPLE&LCSD: 4091420 4091608 Spike LCS LCSD LCS LCSD % Rec Max Parameter Units Conc. Result Result % Rec % Rec Limits RPD RPD Qualifiers Endrin ketone ug/L 0.5 0.56 0.56 111 113 65-132 2 40 gamma-BHC(Lindane) ug/L 0.5 0.48 0.48 95 96 58-127 1 40 Heptachlor ug/L 0.5 0.41 0.42 82 85 35-123 3 40 Heptachlor epoxide ug/L 0.5 0.51 0.51 101 103 62-125 2 40 Methoxychlor ug/L 0.5 0.45 0.45 90 90 59-135 0 40 Decachlorobiphenyl(S) % 87 78 10-132 Tetrachloro-m-xylene(S) % 69 71 27-124 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 12 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALIFIERS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 DEFINITIONS DF-Dilution Factor, if reported,represents the factor applied to the reported data due to dilution of the sample aliquot. ND-Not Detected at or above adjusted reporting limit. TNTC-Too Numerous To Count MDL-Adjusted Method Detection Limit. PQL-Practical Quantitation Limit. RL-Reporting Limit-The lowest concentration value that meets project requirements for quantitative data with known precision and bias for a specific analyte in a specific matrix. S-Surrogate 1,2-Diphenylhydrazine decomposes to and cannot be separated from Azobenzene using Method 8270.The result for each analyte is a combined concentration. Consistent with EPA guidelines, unrounded data are displayed and have been used to calculate%recovery and RPD values. LCS(D)-Laboratory Control Sample(Duplicate) MS(D)-Matrix Spike(Duplicate) DUP-Sample Duplicate RPD-Relative Percent Difference NC-Not Calculable. SG-Silica Gel-Clean-Up U-Indicates the compound was analyzed for, but not detected. N-Nitrosodiphenylamine decomposes and cannot be separated from Diphenylamine using Method 8270. The result reported for each analyte is a combined concentration. Pace Analytical is TNI accredited.Contact your Pace PM for the current list of accredited analytes. TNI-The NELAC Institute. BATCH QUALIFIERS Batch: 749444 [M5] A matrix spike/matrix spike duplicate was not performed for this batch due to insufficient sample volume. ANALYTE QUALIFIERS I The reported value is between the laboratory method detection limit and the laboratory practical quantitation limit. U Compound was analyzed for but not detected. 1P A matrix spike/matrix spike duplicate was not performed for this batch due to insufficient sample volume. J(CU) The continuing calibration for this compound is above method acceptance limits.Analyte presence is not detected in associated samples. Results unaffected by high bias. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 13 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA CROSS REFERENCE TABLE Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Analytical Lab ID Sample ID QC Batch Method QC Batch Analytical Method Batch 35650753001 GP-4 EPA 3510 749444 EPA 8081 749643 35650753002 GP-5 3015 1725251 EPA 6020 1725251 35650753002 GP-5 EPA 3010 749743 EPA 6020 749752 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 04:16 PM without the written consent of Pace Analytical Services,LLC. Page 14 of 17 \8 co � l' E vE d � ky}�i E ++ � v Q v 8 t++I L l 1 Q a�N y I7� 11, o��ce v� �O � . �40 wmmo.�n�t i% Q�75 in Ana zoaoa ��� �1 w`a`aaN�.3 8Dr°1 , 70" rnod<W0 Y N 0 7 ' > '. r M', `°O C14 0t JON M m cp U � mm W E E -� 22zz ¢7 li 0 N aU "o oS - , c y l i} "�0 co 0 O �i E E Eo � v l { z ) �,"t aUaaUa <n �pE .o(DLL, 0. 1 z :=z t",� aUaa Ua¢ui0arn w $i }� Q[nU❑ O g pea- Ssl ' d � a�dwvxa ' O «'6 � w117 _ ,0 IEI 0 0 0 0 El L1 �l7� LL a'�,}„+s IN a +€ 1� 11 El Cl Q _E] El El E1 El €si', E Irk �s ! A h 000 110 w 1 i tt _ 0El --LEJ 1-1 :1__ LO 000000000 „� �_ %' wp > to LO IJ E. . ➢� Pv �w 1 p + ! O �� 451 q� w sit'+f �� �11 10 0 0 El 0 0 � 1r�1=, � s s l`�” .�t kill �, c � �,, �5 3� ! s'�1}���� 7��� �f ! '�t, INVI ,. � � .;rcti..eA�� '4 , aye ,1 ... ".v E ,S zWE a. E ct > m Yv %5.R4 _ _ t i ij ” ' •�117- � a i� �'�(i}, o N o e. �, w 1s ilgg ��tCl . O She N J Q. 3 i� -. � E m E§4�, r_._N CO moi' LO (D I— 00 0) O %'( _ ! ' a N ch �t E m m - '� a nz U)cn€ ag 15 17 ..,..,w e.., ,. •„• ocusr ient n - ung a dr�r�y ' F-FL C-007 rev.13 Pace Florida OddalKy Office PrOjet Date and Initials oferson: PM: CTR Due Date: 08/02/21 P Project Mal1aC Examining contents:_ - CLIENT: 36-NUTTEN label: C,ile Deliver: Thermometer Used: Date: I-2.7 ti Time: _ Initials: State of Origin: ❑ For WV projects,all containers verified to 56°C Cooler#1 Temp.,C (Visual) '0- (Correction Factor) 7- v (Actual) ❑ Samples on ice,cooling process has begun Cooler#2 Temp.-C-1 �(Visual) (Correction Factor) - Z (Actual) ❑ Samples on ice,cooling process has begun Cooler#3 Temp.°C (Visual) (Correction Factor) (Actual) ❑ Samples on ice,cooling process has begun Cooler#4 Temp.°C (Visual) (Correction Factor) (Actual) ❑ Samples on ice,cooling process has begun Cooler#5 Temp.*C (Visual) (Correction Factor) (Actual) p Samples on ice,cooling process has begun Cooler#6 Temp.°C (Visual) (Correction Factor)_(Actual)(Actual) ❑ Samples on ice,cooling process has begun Courier: ❑ Fed Ex ❑ UPS ❑USPS ❑ Client ;2 Commercial ❑ Pace ❑Other Shipping Method: ❑First Overnight ❑ Priority Overnight ❑ Standard Overnight ❑ Ground ❑International Priority ❑ Other Billing: ❑Recipient ❑ Sender ❑ Third Party ❑ Credit Card ❑ Unknown Tracking# Custody Seal on Cooler/Box Present: ds LINO Seals intact: es ❑No Ice: Wt t Blue Dry None Packing Material: ❑Bubble Wrap - Bubble Bags ❑NoneQ Other Samples shorted to lab(If Yes,complete) Shorted Date: ( Shorted Time: Qty: Comments: Chain of Custody Present Ves ❑No ❑N/A Chain of Custody Filled Out f fes ❑No ❑NIA Relinquished Signature&Sampler Name COC Yes ❑No ❑N/A Samples Arrived within Hold Time 'Yes ❑No ❑N/A Rush TAT requested on COC ❑Yes f3lNo ❑N/A Sufficient Volume Yes ❑No ❑N/A Correct:Containers Used r/Yes es ❑No ❑WA Containers Intact Yes ❑No ❑N/A Samplo Labels match COC{sample ft?s&ctatetlirrEe sof ocrllttaon} Yes ❑No ❑N/A All containers needing acidltiase prosera+ativn have been the ed, Preservation Information es ❑No ❑N/A Preservative: Alt Containers needing preservation are found to be in �" compliance with EPA recommendation: Lot :Trace#: _`(tis ❑No ❑N/A Date: Trate: Uceptions:VOA,Co4form,TOC,O&G,Carbo rues Initials: Headspace in VOA Vials?(-6mm): EEEE]Yes ❑No NIA Trip Blank Present: ❑No ❑ /A Client Notification/Resolution: Person Contacted: DatelTime: Comments/Resolution(use back for additional comments): Project Manager Review: Date: Page 16 of 17 ocument Name: Document Revised: Sample Condition Upon Receipt Form May 30,2018 „v ocumant No.: ssuirtg Authority: F-FL-C-007 r— VA Pace Florida Quality Office Project# PM CTR Due Date: 08/02/21 Date and Initials of person: Project Manager; CLIENT: 36—NUTTEN Examining contents: Label: _ Client: Deliver: pH- Thermometer Used: V Dater Time: t'V —Initials State of Agip" [] For WV qqiects,all containers verified to s6°C r' ^mm— t Cooler#1 Temp.°C (Visktal) (Correction Factor) �} (Actual) I/f Samples on ice,cooling process has begun -71 Cooler#2 Temp.°C J (Visual) (Correotltaat Factor) (ACtktal) /❑' Samples on ice,cooling process has begun Cooler#3 Temp.°C (Visual) (Correction Factor) (Actual ❑ Samples on ice,cooling process has begun Cooler 94 Temp.°C (Visual) (Correction Factor) (Actual) ❑ Samples on ice,cooling process has begun Cooler#5 Temp.°C (Visual) (Correction Factor) (Actual) ❑ Samples on ice,cooling process has begun Cooler#6 Temp.°C (Visual) (Correction Factor) (Actual) ❑ Samples on ice,cooling process has begun Courier: ❑ Fed Ex ❑ UPS ❑USPS Client ❑ Commercial ❑ Pace ❑Other Shipping Method: ❑ First Overnight ❑ Priority Overnight ❑ Standard Overnight ❑ Ground ❑ International Priority ❑ Other_ Billing: ❑Recipient ❑ Sender ❑ Third Party ❑ Credit Card ❑ Unknown Tracking# Custody Seal on Cooler/Box Present: ❑Yes No Seals intact: ❑ Yes ❑No Ice. WX Blue Dry None Packing Material: ❑Bubble Wrap ❑Bubble Bags ❑None ❑Other Samples shorted to lab(If Yes,complete) Shorted Date: Shorted Time: Qty: Comments: Chain of Custody Present []Yes ❑No ❑N/A Chain of Custody Filled Out ❑Yes ❑No ❑N/A Relinquished Signature&Sampler Name COC ❑Yes ❑No ❑N/A Samples Arrived within Hold Time ❑Yes ❑No ❑N/A Rush TAT requested on COC ❑Yes ❑No ❑N/A Sufficient Volume ❑Yes ❑No ❑N/A Correct Containers Used dYes ❑No 1:1 N/A Containers Intact []Yes ❑No ❑N/A Sample Labels match COC(sample IDs&date/time of collection) ❑Yes ❑No El N/A All containers needing acid/base preservation have been preservation Information: checked. ❑Yes ❑No ❑N/A Pruservative: All Containers needing preservation are found to be in Lot#!Trace#; compliance with EPA recommendation: ❑Yes ❑No ❑N/A Date: Tttnet Exceptions:VOA,Coliform,TOC,O&G,Carbamates Initials Headspace in VOA Vials?(>6mm): ❑Yes ❑No ❑N/A Trip Blank Present: []Yes ❑No ❑N/A Client Notification/Resolution: Person Contacted: Date/Time: Comments/Resolution(use back for additional comments): Project Manager Review: Date: Page 17 of 17 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I August 23, 2021 Jan Beernink Nutting Environmental of Florida, Inc. 1310 Neptune Drive Boynton Beach, FL 33426 RE: Project: 115 N. Federal Hwy Pace Project No.: 35655959 Dear Jan Beernink: Enclosed are the analytical results for sample(s) received by the laboratory on August 16, 2021. The results relate only to the samples included in this report. Results reported herein conform to the applicable TNI/NELAC Standards and the laboratory's Quality Manual,where applicable, unless otherwise noted in the body of the report. The test results provided in this final report were generated by each of the following laboratories within the Pace Network: • Pace National-Mt. Juliet • Pace Analytical Services-Ormond Beach If you have any questions concerning this report, please feel free to contact me. Sincerely, Christina Raschke christina.raschke@pacelabs.com (954)582-4300 Project Manager Enclosures cc: Katie Bonkowski, Nutting Environmental of Florida, Inc. ,AC � REPORT OF LABORATORY ANALYSIS I; This report shall not be reproduced,except in full, �e without the written consent of Pace Analytical Services,LLC. Page 1 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I CERTIFICATIONS Project: 115 N. Federal Hwy Pace Project No.: 35655959 Pace Analytical Services Ormond Beach 8 East Tower Circle, Ormond Beach, FL 32174 Montana Certification#:Cert 0074 Alaska DEC-CS/UST/LUST Nebraska Certification: NE-OS-28-14 Alabama Certification#:41320 New Hampshire Certification#:2958 Colorado Certification: FL NELAC Reciprocity New Jersey Certification#: FL022 Connecticut Certification#: PH-0216 New York Certification#: 11608 Delaware Certification: FL NELAC Reciprocity North Carolina Environmental Certificate#:667 Florida Certification#: E83079 North Carolina Certification#: 12710 Georgia Certification#:955 North Dakota Certification#: R-216 Guam Certification: FL NELAC Reciprocity Ohio DEP 87780 Hawaii Certification: FL NELAC Reciprocity Oklahoma Certification#: D9947 Illinois Certification#:200068 Pennsylvania Certification#:68-00547 Indiana Certification: FL NELAC Reciprocity Puerto Rico Certification#: FL01264 Kansas Certification#: E-10383 South Carolina Certification:#96042001 Kentucky Certification#:90050 Tennessee Certification#:TN02974 Louisiana Certification#: FL NELAC Reciprocity Texas Certification: FL NELAC Reciprocity Louisiana Environmental Certificate#:05007 US Virgin Islands Certification: FL NELAC Reciprocity Maine Certification#: FLO1264 Virginia Environmental Certification#:460165 Maryland Certification:#346 West Virginia Certification#:9962C Michigan Certification#:9911 Wisconsin Certification#:399079670 Mississippi Certification: FL NELAC Reciprocity Wyoming(EPA Region 8): FL NELAC Reciprocity Missouri Certification#:236 Pace Analytical Services National 12065 Lebanon Road, Mt.Juliet,TN 37122 Mississippi Certification#:TN00003 Alabama Certification#:40660 Missouri Certification#: 340 Alaska Certification 17-026 Montana Certification#:CERT0086 Arizona Certification#:AZ0612 Nebraska Certification#: NE-OS-15-05 Arkansas Certification#:88-0469 Nevada Certification#:TN-03-2002-34 California Certification#:2932 New Hampshire Certification#: 2975 Canada Certification#: 1461.01 New Jersey Certification#:TNO02 Colorado Certification#:TN00003 New Mexico DW Certification Connecticut Certification#: PH-0197 New York Certification#: 11742 DOD Certification:#1461.01 North Carolina Aquatic Toxicity Certification#:41 EPA#TN00003 North Carolina Drinking Water Certification#:21704 Florida Certification#: E87487 North Carolina Environmental Certificate#: 375 Georgia DW Certification#:923 North Dakota Certification#: R-140 Georgia Certification: NELAP Ohio VAP Certification#: CL0069 Idaho Certification#:TN00003 Oklahoma Certification#:9915 Illinois Certification#:200008 Oregon Certification#:TN200002 Indiana Certification#: C-TN-01 Pennsylvania Certification#:68-02979 Iowa Certification#: 364 Rhode Island Certification#: LA000356 Kansas Certification#: E-10277 South Carolina Certification#:84004 Kentucky UST Certification#: 16 South Dakota Certification Kentucky Certification#:90010 Tennessee DW/Chem/Micro Certification#: 2006 Louisiana Certification#:A130792 Texas Mold Certification#: LAB0152 Louisiana DW Certification#: LA180010 Texas Certification#:T 104704245-17-14 Maine Certification#:TN0002 USDA Soil Permit#: P330-15-00234 Maryland Certification#: 324 Utah Certification#:TN00003 Massachusetts Certification#: M-TNO03 Virginia Certification#:VT2006 Michigan Certification#:9958 Vermont Dept.of Health: ID#VT-2006 Minnesota Certification#:047-999-395 Virginia Certification#:460132 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 2 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I CERTIFICATIONS Project: 115 N. Federal Hwy Pace Project No.: 35655959 Pace Analytical Services National Washington Certification#:C847 A2LA-ISO 17025 Certification#: 1461.01 West Virginia Certification#:233 A2LA-ISO 17025 Certification#: 1461.02 Wisconsin Certification#:998093910 Al HA-LAP/LLC EMLAP Certification#:100789 Wyoming UST Certification#:via A21LA 2926.01 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 3 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SAMPLE SUMMARY Project: 115 N. Federal Hwy Pace Project No.: 35655959 Lab ID Sample ID Matrix Date Collected Date Received 35655959001 GP-4 Water 08/16/2114:45 08/16/2116:05 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 4 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SAMPLE ANALYTE COUNT Project: 115 N. Federal Hwy Pace Project No.: 35655959 Analytes Lab ID Sample ID Method Analysts Reported Laboratory 35655959001 GP-4 EPA 8081 AMM 23 PAN PAN=Pace National-Mt.Juliet PASI-O=Pace Analytical Services-Ormond Beach REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 5 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I SUMMARY OF DETECTION Project: 115 N. Federal Hwy Pace Project No.: 35655959 Lab Sample ID Client Sample ID Method Parameters Result Units Report Limit Analyzed Qualifiers 35655959001 GP-4 Field pH 5.48 Std. Units 08/16/21 14:45 Field Temperature 29.6 deg C 08/16/21 14:45 Field Specific Conductance 492 umhos/cm 08/16/21 14:45 Oxygen, Dissolved 0.14 mg/L 08/16/21 14:45 Turbidity 5.41 NTU 08/16/2114:45 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 6 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I ANALYTICAL RESULTS Project: 115 N. Federal Hwy Pace Project No.: 35655959 Sample: GP-4 Lab ID: 35655959001 Collected: 08/16/21 14:45 Received: 08/16/21 16:05 Matrix: Water Parameters Results Units PQL MDL DF Prepared Analyzed CAS No. Qual Field Data Analytical Method: Pace Analytical Services-Ormond Beach Field pH 5.48 Std. Units 1 08/16/21 14:45 Field Temperature 29.6 deg C 1 08/16/21 14:45 Field Specific Conductance 492 umhos/cm 1 08/16/21 14:45 Oxygen, Dissolved 0.14 mg/L 1 08/16/21 14:45 7782-44-7 Turbidity 5.41 NTU 1 08/16/2114:45 Pesticides(GC)8081 Analytical Method: EPA 8081 Preparation Method:3510C Pace National-Mt.Juliet Aldrin 0.0198 U ug/L 0.0500 0.0198 1 08/20/21 08:46 08/23/21 13:09 309-00-2 alpha-BHC 0.0172 U ug/L 0.0500 0.0172 1 08/20/21 08:46 08/23/21 13:09 319-84-6 beta-BHC 0.0208 U ug/L 0.0500 0.0208 1 08/20/21 08:46 08/23/21 13:09 319-85-7 delta-BHC 0.0150 U ug/L 0.0500 0.0150 1 08/20/21 08:46 08/23/21 13:09 319-86-8 gamma-BHC(Lindane) 0.0209 U ug/L 0.0500 0.0209 1 08/20/21 08:46 08/23/21 13:09 58-89-9 Chlordane(Technical) 0.0198 U ug/L 5.00 0.0198 1 08/20/21 08:46 08/23/21 13:09 57-74-9 4,4'-DDD 0.0177 U ug/L 0.0500 0.0177 1 08/20/21 08:46 08/23/21 13:09 72-54-8 4,4'-DDE 0.0154 U ug/L 0.0500 0.0154 1 08/20/21 08:46 08/23/21 13:09 72-55-9 4,4'-DDT 0.0198 U ug/L 0.0500 0.0198 1 08/20/21 08:46 08/23/21 13:09 50-29-3 Dieldrin 0.0162 U ug/L 0.0500 0.0162 1 08/20/21 08:46 08/23/21 13:09 60-57-1 Endosulfan 1 0.0160 U ug/L 0.0500 0.0160 1 08/20/21 08:46 08/23/21 13:09 959-98-8 Endosulfan 11 0.0164 U ug/L 0.0500 0.0164 1 08/20/21 08:46 08/23/21 13:09 33213-65-9 Endosulfan sulfate 0.0217 U ug/L 0.0500 0.0217 1 08/20/21 08:46 08/23/21 13:09 1031-07-8 Endrin 0.0161 U ug/L 0.0500 0.0161 1 08/20/2108:46 08/23/21 13:09 72-20-8 Endrin aldehyde 0.0237 U ug/L 0.0500 0.0237 1 08/20/21 08:46 08/23/21 13:09 7421-93-4 Endrin ketone 0.0219 U ug/L 0.0500 0.0219 1 08/20/21 08:46 08/23/21 13:09 53494-70-5 Hexachlorobenzene 0.0176 U ug/L 0.0500 0.0176 1 08/20/21 08:46 08/23/21 13:09 118-74-1 Heptachlor 0.0148 U ug/L 0.0500 0.0148 1 08/20/21 08:46 08/23/21 13:09 76-44-8 Heptachlor epoxide 0.0183 U ug/L 0.0500 0.0183 1 08/20/21 08:46 08/23/21 13:09 1024-57-3 Methoxychlor 0.0193 U ug/L 0.0500 0.0193 1 08/20/21 08:46 08/23/21 13:09 72-43-5 Toxaphene 0.168 U ug/L 0.500 0.168 1 08/20/21 08:46 08/23/21 13:09 8001-35-2 Surrogates Decachlorobiphenyl(S) 14.7 % 10.0-128 1 08/20/21 08:46 08/23/21 13:09 2051-24-3 Tetrachloro-m-xylene(S) 53.0 % 10.0-127 1 08/20/21 08:46 08/23/21 13:09 877-09-8 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 7 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy Pace Project No.: 35655959 QC Batch: 1726079 Analysis Method: EPA 8081 QC Batch Method: 3510C Analysis Description: Pesticides(GC)8081 Laboratory: Pace National-Mt.Juliet Associated Lab Samples: 35655959001 METHOD BLANK: R3695334-1 Matrix: Water Associated Lab Samples: 35655959001 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers Aldrin ug/L 0.0198 U 0.0500 0.0198 08/23/21 10:34 alpha-BHC ug/L 0.0172 U 0.0500 0.0172 08/23/21 10:34 beta-BHC ug/L 0.0208 U 0.0500 0.0208 08/23/21 10:34 delta-BHC ug/L 0.0150 U 0.0500 0.0150 08/23/21 10:34 gamma-BHC(Lindane) ug/L 0.0209 U 0.0500 0.0209 08/23/21 10:34 4,4'-DDD ug/L 0.0177 U 0.0500 0.0177 08/23/21 10:34 4,4'-DDE ug/L 0.0154 U 0.0500 0.0154 08/23/21 10:34 4,4'-DDT ug/L 0.0198 U 0.0500 0.0198 08/23/21 10:34 Dieldrin ug/L 0.0162 U 0.0500 0.0162 08/23/21 10:34 Endosulfan I ug/L 0.0160 U 0.0500 0.0160 08/23/21 10:34 Endosulfan 11 ug/L 0.0164 U 0.0500 0.0164 08/23/21 10:34 Endosulfan sulfate ug/L 0.0217 U 0.0500 0.0217 08/23/21 10:34 Endrin ug/L 0.0161 U 0.0500 0.0161 08/23/21 10:34 Endrin aldehyde ug/L 0.0237 U 0.0500 0.0237 08/23/21 10:34 Endrin ketone ug/L 0.0219 U 0.0500 0.0219 08/23/21 10:34 Heptachlor ug/L 0.0148 U 0.0500 0.0148 08/23/21 10:34 Heptachlor epoxide ug/L 0.0183 U 0.0500 0.0183 08/23/21 10:34 Hexachlorobenzene ug/L 0.0176 U 0.0500 0.0176 08/23/21 10:34 Methoxychlor ug/L 0.0193 U 0.0500 0.0193 08/23/21 10:34 Chlordane(Technical) ug/L 0.0198 U 5.00 0.0198 08/23/21 10:34 Toxaphene ug/L 0.168 U 0.500 0.168 08/23/21 10:34 Decachlorobiphenyl(S) % 70.8 10.0-128 08/23/21 10:34 Tetrachloro-m-xylene(S) % 127 10.0-127 08/23/21 10:34 METHOD BLANK: R3695334-2 Matrix: Water Associated Lab Samples: 35655959001 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers Aldrin ug/L 0.0198 U 0.0500 0.0198 08/23/21 10:34 alpha-BHC ug/L 0.0172 U 0.0500 0.0172 08/23/21 10:34 beta-BHC ug/L 0.0208 U 0.0500 0.0208 08/23/21 10:34 delta-BHC ug/L 0.0150 U 0.0500 0.0150 08/23/21 10:34 gamma-BHC(Lindane) ug/L 0.0209 U 0.0500 0.0209 08/23/21 10:34 4,4'-DDD ug/L 0.0177 U 0.0500 0.0177 08/23/21 10:34 4,4'-DDE ug/L 0.0154 U 0.0500 0.0154 08/23/21 10:34 4,4'-DDT ug/L 0.0198 U 0.0500 0.0198 08/23/21 10:34 Dieldrin ug/L 0.0162 U 0.0500 0.0162 08/23/21 10:34 Endosulfan I ug/L 0.0160 U 0.0500 0.0160 08/23/21 10:34 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 8 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy Pace Project No.: 35655959 METHOD BLANK: R3695334-2 Matrix: Water Associated Lab Samples: 35655959001 Blank Reporting Parameter Units Result Limit MDL Analyzed Qualifiers Endosulfan II ug/L 0.0164 U 0.0500 0.0164 08/23/21 10:34 Endosulfan sulfate ug/L 0.0217 U 0.0500 0.0217 08/23/21 10:34 Endrin ug/L 0.0161 U 0.0500 0.0161 08/23/21 10:34 Endrin aldehyde ug/L 0.0237 U 0.0500 0.0237 08/23/21 10:34 Endrin ketone ug/L 0.0219 U 0.0500 0.0219 08/23/21 10:34 Heptachlor ug/L 0.0148 U 0.0500 0.0148 08/23/21 10:34 Heptachlor epoxide ug/L 0.0183 U 0.0500 0.0183 08/23/21 10:34 Hexachlorobenzene ug/L 0.0176 U 0.0500 0.0176 08/23/21 10:34 Methoxychlor ug/L 0.0193 U 0.0500 0.0193 08/23/21 10:34 Chlordane(Technical) ug/L 0.0198 U 5.00 0.0198 08/23/21 10:34 Toxaphene ug/L 0.168 U 0.500 0.168 08/23/21 10:34 Decachlorobiphenyl(S) % 36.7 10.0-128 08/23/21 10:34 Tetrachloro-m-xylene(S) % 79.7 10.0-127 08/23/21 10:34 LABORATORY CONTROL SAMPLE: R3695334-3 Spike LCS LCS % Rec Parameter Units Conc. Result % Rec Limits Qualifiers Aldrin ug/L 1.00 0.838 83.8 22.0-124 alpha-BHC ug/L 1.00 1.04 104 54.0-130 beta-BHC ug/L 1.00 1.12 112 53.0-136 delta-BHC ug/L 1.00 1.15 115 54.0-133 gamma-BHC(Lindane) ug/L 1.00 1.11 111 55.0-129 4,4'-DDD ug/L 1.00 0.959 95.9 56.0-140 4,4'-DDE ug/L 1.00 0.886 88.6 52.0-128 4,4'-DDT ug/L 1.00 0.997 99.7 50.0-141 Dieldrin ug/L 1.00 0.962 96.2 59.0-133 Endosulfan I ug/L 1.00 0.967 96.7 57.0-131 Endosulfan 11 ug/L 1.00 0.979 97.9 58.0-133 Endosulfan sulfate ug/L 1.00 0.909 90.9 58.0-133 P9 Endrin ug/L 1.00 0.986 98.6 57.0-134 Endrin aldehyde ug/L 1.00 0.874 87.4 53.0-129 Endrin ketone ug/L 1.00 1.00 100 60.0-145 Heptachlor ug/L 1.00 0.972 97.2 27.0-132 Heptachlor epoxide ug/L 1.00 0.996 99.6 57.0-130 Hexachlorobenzene ug/L 1.00 0.889 88.9 30.0-114 Methoxychlor ug/L 1.00 0.911 91.1 54.0-155 P9 Decachlorobiphenyl(S) % 39.0 10.0-128 Tetrachloro-m-xylene(S) % 83.1 10.0-127 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 9 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA Project: 115 N. Federal Hwy Pace Project No.: 35655959 MATRIX SPIKE&MATRIX SPIKE DUPLICATE: R3695334-6 R3695334-7 MS MSD 35655959001 Spike Spike MS MSD MS MSD % Rec Max Parameter Units Result Conc. Conc. Result Result % Rec % Rec Limits RPD RPD Clual Aldrin ug/L ND 1.00 1.00 0.436 0.361 43.6 36.1 10.0-141 18.8 40 P9 alpha-BHC ug/L ND 1.00 1.00 0.527 0.503 52.7 50.3 10.0-145 4.66 40 P9 beta-BHC ug/L ND 1.00 1.00 0.531 0.551 53.1 55.1 14.0-146 3.70 35 P9 delta-BHC ug/L ND 1.00 1.00 0.550 0.541 55.0 54.1 17.0-143 1.65 38 P9 gamma-BHC(Lindane) ug/L ND 1.00 1.00 0.529 0.523 52.9 52.3 14.0-141 1.14 40 P9 4,4'-DDD ug/L ND 1.00 1.00 0.451 0.321 45.1 32.1 10.0-160 33.7 38 P9 4,4'-DDE ug/L ND 1.00 1.00 0.376 0.262 37.6 26.2 10.0-159 35.7 35 J(R1), P9 4,4'-DDT ug/L ND 1.00 1.00 0.395 0.263 39.5 26.3 10.0-160 40.1 38 J(R1), P9 Dieldrin ug/L ND 1.00 1.00 0.455 0.360 45.5 36.0 10.0-158 23.3 38 P9 Endosulfan I ug/L ND 1.00 1.00 0.448 0.372 44.8 37.2 10.0-153 18.5 36 P9 Endosulfan II ug/L ND 1.00 1.00 0.446 0.347 44.6 34.7 10.0-159 25.0 39 P9 Endosulfan sulfate ug/L ND 1.00 1.00 0.387 0.401 38.7 40.1 23.0-147 3.55 35 P9 Endrin ug/L ND 1.00 1.00 0.465 0.353 46.5 35.3 10.0-160 27.4 39 P9 Endrin aldehyde ug/L ND 1.00 1.00 0.384 0.343 38.4 34.3 10.0-148 11.3 38 P9 Endrin ketone ug/L ND 1.00 1.00 0.498 0.331 49.8 33.1 10.0-160 40.3 40 J(R1), P9 Heptachlor ug/L ND 1.00 1.00 0.518 0.421 51.8 42.1 16.0-136 20.7 40 P9 Heptachlor epoxide ug/L ND 1.00 1.00 0.485 0.389 48.5 38.9 10.0-160 22.0 36 P9 Hexachlorobenzene ug/L ND 1.00 1.00 0.704 0.623 70.4 62.3 10.0-130 12.2 40 Methoxychlor ug/L ND 1.00 1.00 0.494 0.296 49.4 29.6 10.0-160 50.1 34 J(R1), P9 Decachlorobiphenyl(S) % 22.7 20.4 10.0-128 Tetrachloro-m-xylene(S) % 50.6 45.1 10.0-127 Results presented on this page are in the units indicated by the"Units"column except where an alternate unit is presented to the right of the result. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 10 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALIFIERS Project: 115 N. Federal Hwy Pace Project No.: 35655959 DEFINITIONS DF-Dilution Factor, if reported,represents the factor applied to the reported data due to dilution of the sample aliquot. ND-Not Detected at or above adjusted reporting limit. TNTC-Too Numerous To Count MDL-Adjusted Method Detection Limit. PQL-Practical Quantitation Limit. RL-Reporting Limit-The lowest concentration value that meets project requirements for quantitative data with known precision and bias for a specific analyte in a specific matrix. S-Surrogate 1,2-Diphenylhydrazine decomposes to and cannot be separated from Azobenzene using Method 8270.The result for each analyte is a combined concentration. Consistent with EPA guidelines, unrounded data are displayed and have been used to calculate%recovery and RPD values. LCS(D)-Laboratory Control Sample(Duplicate) MS(D)-Matrix Spike(Duplicate) DUP-Sample Duplicate RPD-Relative Percent Difference NC-Not Calculable. SG-Silica Gel-Clean-Up U-Indicates the compound was analyzed for, but not detected. N-Nitrosodiphenylamine decomposes and cannot be separated from Diphenylamine using Method 8270. The result reported for each analyte is a combined concentration. Pace Analytical is TNI accredited.Contact your Pace PM for the current list of accredited analytes. TNI-The NELAC Institute. ANALYTE QUALIFIERS U Compound was analyzed for but not detected. J(R1) Estimated Value. RPD value was outside control limits. P9 RPD between the primary and confirmatory analysis exceeded 40%. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 11 of 16 Pace Analytical Services,LLC auceA�# t 3610 Park Central Blvd N { alyficaff Pompano Beach,FL 33064 www.pacelabs.com (954)582-4300 I QUALITY CONTROL DATA CROSS REFERENCE TABLE Project: 115 N. Federal Hwy Pace Project No.: 35655959 Analytical Lab ID Sample ID QC Batch Method QC Batch Analytical Method Batch 35655959001 GP-4 35655959001 GP-4 3510C 1726079 EPA 8081 1726079 REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, Date:08/23/2021 09:05 PM without the written consent of Pace Analytical Services,LLC. Page 12 of 16 a60 d 0 41z wCL x. ci N u 55 q3 +73 i-I u� as a a'U xw 43 W ik F t p. rd a) r > �± a o m c u a a v a c vs ca E �w v E — o v nu� o m1 � �s u r a h u u a 6 ]v u E m o o o E a.J m �M41� umm w a n a c c ..,4 O 652 cl± # G U .. M 10 z h F- u "v9 '4.7 U F: 4 5 (p _ rd Eb en Sa H P7 C R7 2.y +b G7 z + b ?x €41 M O3 W 0-A °H ill u w 41 iP41 43 W 'mo AS5'v {1r Sf5 A+Rf3' 2$ o 1 'o, !'! i C C 53 Cf 4 {'.1 V5 4k Pi C q3 tti z' m d t z Trr Lr) m D m �, QD �q zf '. J. co q)M .. a vi �. '- {. to S3 y o i 3 E n �4,� h. LL ^E _ to L C Sv i S% ro '� 2 o kq Ql E • �, co o u iz h fl1 0 R5 R5 a e c7 o ra o ' a f] E Et9 A v e+ E roF d w ca z h z z c^", c m 0 a 'a ° d z w z az �cFE- u aD E ra E E E �� Lj cr 4. O �5 at a �. �., 'C �cc E > oO > ov a > a F! x.+ V u Q Q d lL u d > N c cc v wA VN E 3- p .. -' C fl 4J Cl 7••--. O � Q� O 'r'aL +u E " u Zaj ~ Q epi. .a tl3 cti 6i E E E cc LL Uo 1 iss et. k-- - o Lz } a j � c c � 41 c v m n E � Cn a 1 C/, a vOi p o E E tf z C @ a s u o u ID O V U dcr E o o '� a v E _ a ° 13o -46 u a w u° v a w u° u in u^ g u u c° UIUMIUWdLUI OdIIIIJ1111 LUy Iwcl U.'cu is aCeAnalytlCal' Document No.: Issuing Authority: Florida Laboratory F-FL-C-021 rev.00 Pace Florida Quality Office Form FD 9000-24 GROUNDWATER SAMPLING LOG SITE NAME: I �, 1 1i.�•. «1'CA /SOLATION: 1 � !�► F��'"e� c�� � I�v��"/t � `l'� WELL NO: (7 Li SAMPLE ID: DATE: PURGING DATA WELL �� TUBING WELL SCREEN INTERVAL STATIC DEPTH PURGE PUMP TYPE DIAMETER(inches): DIAMETER(inches): DEPTH: Meet to IS S feet TO WATER(feet): I OR BAILER: �f WELL VOLUME PURGE: 1 WELL VOLUME_ (TOTAL WELL DEPTH - STATIC DEPTH TO WATER) X WELL CAPACITY (only fill out if applicable) ( � L - ���• � feet- 5, S feet <-%X �< gallons/foot = '� ' gallons EQUIPMENT VOLUME PURGE: 1 EQUIPMENT VOL.=PUMP VOLUME+(TUBING CAPACITY X TUBING LENGTH)+FLOW CELL VOLUME (only fill out if applicable) = gallons+( gallons/foot X feet)+ gallons = gallons INITIAL PUMP OR TUBING S FINAL PUMP OR TUBING ( C PURGING L / PURGING f Ll 143 TOTAL VOLUME DEPTH IN WELL(feet): �' l DEPTH IN WELL(feet): is > INITIATED AT: 1 SSd ENDED AT: r PURGED(gallons): 1, C' CUMUL. DEPTH COND. DISSOLVED VOLUME VOLUME PURGE TO PH TEMP. (circle units) OXYGEN TURBIDITY COLOR ODOR TIME PURGED (standard o µ (circle units) PURGED RATE WATER units) ( C) mhos/cm m !L or (NTUs) (describe) (describe) (gallons) (gallons) (gPm) (feet) or µS/cm %saturation G L c3,Z HI , 61 S 21 P Le tl I-7 D. 1Z �- r �► f , �� ► Z d zea S, �� S" Z _ 10 v 6. )S '7 c WELL CAPACITY(Gallons Per Foot): 0.75"=0.02; 1"=0.04; 1.25"=0.06; 2"=0.16; 3"=0.37; 4"=0.65; 5"=1.02; 6"=1.47; 12"=5.88 TUBING INSIDE DIA.CAPACITY Gal./Ft. : 1/8"=0.0006; 3/16"=0.0014 1/4"=0.0026; 5/16"=0.004 3/8"=0.006 112"=0.010 5/8"=0.016 PURGING EQUIPMENT CODES: B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; PP=Peristaltic Pump; O=Other(Specify) SAMPLING DATA SAMPLED BY(PRINT)/AFFILIATION: SAMPLER(S)SIGNATURE(S): SAMPLING SAMPLING /1 INITIATED AT: ,LI S ENDED AT: t� 'I j PUMP OR TUBING TUBINGry t7Cl S FIELD-FILTERED: Y FILTER SIZE: µm DEPTH IN WELL(feet): MATERIAL CODE: r Filtration Equipment T e: FIELD DECONTAMINATION: PUMP Y TUBING YN(rePlace� DUPLICATE: Y N SAMPLE CONTAINER SPECIFICATION SAMPLE PRESERVATION INTENDED SAMPLING SAMPLE PUMP SAMPLE # MATERIAL PRESERVATIVE TOTAL VOL FINAL ANALYSIS AND/OR EQUIPMENT FLOW RATE ID CODE CONTAINERS CODE VOLUME USED ADDED IN FIELD mL H METHOD CODE (mL per minute) i0c)(3-L REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Clear Glass; PE=Polyethylene; PP=Polypropylene; S=Silicone; T=Teflon; O=Other(Specify) SAMPLING EQUIPMENT CODES: APP=After Peristaltic Pump; B=Bailer; BP=Bladder Pump; ESP=Electric Submersible Pump; RFPP=Reverse Flow Peristaltic Pump; SM=Straw Method(Tubing Gravity Drain); O=Other(Specify) NOTES: 1. The above do not constitute all of the information required by Chapter 62-160, F.A.C. 2. STABILIZATION CRITERIA FOR RANGE OF VARIATION OF LAST THREE CONSECUTIVE READINGS(SEE FS 2212 SECTION) pH:+0.2 units Temperature:+0.2°C Specific Conductance: ±5% Dissolved Oxygen:all readings<20%saturation(see Table FS 2200-2); optionally, +0.2 mg/L or+10%(whichever is greater) Turbidity:all readings<20 NTU;optionally±5 NTU or+ 10%(whichever is greater) Page 127 of 200 Book Number: Page 14 of 16 ^l o q F FF f 7, S ° O ° t• F Oq 0 0 9, fy d 1 z cell w a c v - ae z o a c moi+ C n g - ✓`J 6 V;Y �+ •'' U �Zz 0 E 8 ami Z � V CeJ 1 a � ✓ r o ci E a W d c S m ro N a 7ry I Q O O O O ff' 20 •� 3 312 r V N V _ N m 0 1.5 � /] -�' aJ v a; e•n� ems`� � � ;,�)1 �.l °. E .c c � a ° � °1 a' �e w N r a v o w x W O C V C Z c y V CY 0 O E U N UI L O . ro EO y d .cc L r � N� a { E E 'c `m L° ~ ami o 0 c w N H U U U V v U tl O F� 2R S 2 2 2 cn (n U)�. Fes- F� H H . O O O G z Page 15 of 16 Document Nami�.— Document Ravise& Sample Condition Upon Receipt Form May 30,2018 Document No,: Issuing Author4: F-P I — -- Pace Florida Quality Office Wn:Q�# : 3W6�5- 59W9��-- Project# PM--, CTR I)Ue 08/20/21 Date and Initials of person: Project Manager: CLIENT: 36—NUTTEN Examining contents: Client: Deliver: pH- Thermometer Used Date: Time: C) State of O For vermedm56°n Cooler wnTamp.'-_ _.'wva:> __ -_- ^��mao �°^m*/*""n/n.nvmm�pmoussoasu euu"_= + `c�nemmn�mom� q � I~� Cooler#2Temo.'o_______<vipuwU ________(unnecunpFactor)_kvmumV LJ Samples nnice,cooling process has begun Cooler#oTemn.^n_______(msww; _______nu,,ectmnFactor)________(Amux0 [] Samples ooire,cooling process has begun Cooler#4Tomp.^c______(v/mua; _______(co,r,ou|ooFactor)________(AowmV [] Samples onice,cooling process o*nunuun Cooler wsTomp.^C_______<v/svaV ______]oo,muuooFactor)________<AvmoU [JSamples"nice,cooling process has begun Cooler#aTemp.^o________<mv"uV _(Correction Factor)_(Actual) [] Samples unice,cooling»mcru*has begun Courier: [] Fed Ex L] UPS 1-J USPS [] Client Ll Commeroi Peco E]Other Shipping Method: uFirst Overnight oPriority Overnight oStandard Overnight EJ Ground oInternational Priority ED Other Billing: El Recipient osonom, oThird Party oCredit Card ounknown rmowon# Custody Seal on CoolorIlBox Present: L]Yes )lf'N. Seals intact: L1 Yes []No Ice: yet Blue Dry None Packing Material: ElBubble Wrap /B ubble Bags ENone E Other Samples shorted to lab(if Yes,complete) Shorted Date: Shorted Time: Qty: Com Chain of Custody Present 13 No ONIA Chain of Custody Filled Out oy<s 0 No ON/A Relinquished Signature&Sampler Name COC es El No ON/A Samples Arrived within Hold Time �es,El No EINIA Rush TAT requested on COO 4fl'Ye, C3 No LIN/A Sufficient Volume 2 1es 11 No 11N/A Correct Containers Used 211-els 0 No ON/A Sample Labels match COO(sample IDs&dateltime of collection) I 1=1 No ON/A All containers needing acid/base preservation have been Preservation Information: checked. []Yes 0 No XIA Preservative: All Containers needing preservation are found to be in 1-11 Lot#/Trace#- E ceplions:VOA,Coliform,TOC,C&G,Carbarnates Initials: Client Notification/Resolution: Person Contacted: Date/Time: Comments/n=ovmuvn(xv°back for additional cummoms): Project Manager Review: omua: Page 1sm1s 0000000 000m v o m ar m a m omo m v o o m ko m y m 0 T Y 06 l0 N N T Y V1 N Ol Ln c0 c0 C C 8 W l0 r W l0 r Y O to O N Y O to O N V N N M V N N M O Ln LnGl Gl C C 7 7 l0 W 7 00 V1 W ati ati H 1p M N N H ti N 7 7 w W a) N T c o m a o cl o a m OJ O lD lD lD O OJ O d' N N T N N O) N.. T N O).N. T >, . w o •U O a-i N � O O H H W C Q N m ko M N. N.w 00 T N. ON m O O t0 •L n .-I to 0 O �..LL:C. i Vl of t0 O M w:..P::O: Y O N Ol tA. 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O o ti o ti 0::a to Wcli M tll OJ a v y a y m .-� m y 1 o n O O Q F 0 cn o a y p O = ON tMO > T m > C a a p u 6 T N N O - Oo N a d N > Y N d p Y Y 2 F N N N a? 777777 0 s o s umi is ti is m ui m elf N N of Y m F Y m F m G o U) O a� R U 0 0 0 U) CL IL `° O a' i >N 2 m o � �° O U) — 006 o N m c:> � aO LL yN } � � _� c O Ln O i N O O O O a m m m m mo m m m a> a t m m m m m - - m m m m LO m M (0 r Li co co co co co Cl) Cl) 0 CO Q CO EA ff} � � O � m otS oo m 06 O 0 � � O _ 0c 00 g o 4- U) T ° aoda. as CI 0 CL o0 0LL CD LQ - t � LO -0 Q. Q. (DLO LL o a) m U � 3 aCLr. CD c: M0i :E o a> m c� >, 0 J .0 0 ° N (On L O o_0 m d d air t, .4N a> a> � � � o � o 3.0 m ON = cpm Lo — � a3i a LL C? C? a0i 4 v N rn � � 2z � � ~ C c c� �� o c� o o a yT ii o m00 0 .00ao _ _ 00 ° M Q � � LP - - -,� CD SON C C14 G� U) U) 2 �, o � in a CD CD U 000 MSL a cod a N +O+ CO co co o � O 00 O M LOLOCOO ON 00 M � � tD QO t V M 000 LO I� � � C Ln r- T- T- � 6 — U I- O N O COO Lo U M S N EA EA N EA EA «?40- N N O U O a) O O a0+ O ` O r O > o O �+ 0) O m O- O o .0 m S3 Q O O Qr m d c (lo LLNLo C E 0 V O — 0 O U! Q. — i O m V C U w Q. d SOC V 0 Q ( t- O (o 0) r CO d Q. m d 0 Y D(O CN Y E co m (D O U) M CO d = O d RS C7 N () U) [- O-_ W c .a Y r c d Q� c c d O O - LL o ii ° a- .= 0 a7 a .0 0 �. 0. 0 0 0 m a�n R ami r .�? Q '0 a t E V �i ° 0) o L O i - c 0 `� Q i O U! 0 0 d Q d d w C Q U L- 0 c a! 0 O ' i V "'' V -0 (ECL 0 4- ;C O C N t/! Q r r v d Q Q O RSm G d Q > o Q E o °' 0 U (ca o f 03 '5 0 c � � as � a� � o L 0 a � c 0 iii O � 0 D z (D -0a m °' �°' °'a ami z as E 0' a� -a 0 c �' 6 > a E 0 m � coa� y r E O i O E um r E m d O m i 07 N (� t O tss U to a O M O c m Q. � O � � 4 � F- z Q z CO C9 0 U- O O Q i- a 4 � 4 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, with a business address of 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435, (hereinafter"SELLER")and BB QOZ, LLC,a Florida Limited Liability Company with a business address of 613 NW 3rd Ave., Ste 104, Fort Lauderdale, Florida 33311 (hereinafter "PURCHASER." SELLER & PURCHASER may be referred to herein individually as "Party" and collectively as the "Parties." In consideration of 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"), which is hereby incorporated herein. The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effectuated in order to reduce slum and blight and to enable the construction of a mixed-use, transit-oriented development containing a mixed-income workforce housing rental apartment building with a minimum of 236 rental units available to various affordability ranges as set forth in the Tax Increment Revenue Financing Agreement attached here to as Exhibit "B" ("TIRFA") a minimum of 16,800 square feet of commercial space (e.g. restaurant, retail, and office), and 150 public parking spaces in addition to parking for the Project's residential and commercial tenants and providing public pedestrian connectivity within the Property, consistent with the proposal submitted by PURCHASER (the "Proposal") in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, incorporated herein by this reference (the "Project"). The Project may be revised by PURCHASER from time to time pursuant to the terms of the TIRFA. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be ONE HUNDRED AND 00/100 DOLLARS ($100.00)to be paid in full at Closing. SELLER has complied 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 20 with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. A Deposit in the amount of [TEN THOUSAND AND 00/100 DOLLARS ($10,000.00)] (the "Deposit") shall be deposited Lewis, Longman &Walker, P.A. ("Escrow Agent") within five (5) business days of the Effective Date. The Deposit shall be nonrefundable to PURCHASER after the expiration of the Feasibility Period, unless otherwise provided herein and shall be credited against PURCHASER'S costs at closing. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the Parties has signed this Agreement. 5. Intentionally Deleted 6. CLOSING DATE. The purchase and sale transaction contemplated herein shall close within thirty-six (36) months after PURCHASER's receipt of the Land Use Approvals unless extended by other provisions of this Agreement or by written agreement, signed by both parties. Notwithstanding the foregoing, the PURCHASER shall have the right to extend the Closing Date by up to two (2) periods of twelve (12) months each subject to the prior written approval of SELLER, which written approval shall not be unreasonably withheld, condition or delayed provided that PURCHASER is exercising good faith and due diligence to achieve the Closing and further provided that PURCHASER delivers notice of its election to exercise such extension at least thirty (30) days prior to the then-Closing Date. Unless earlier terminated pursuant to the terms of this Agreement, this Agreement shall automatically terminate should PURCHASER fail to close pursuant to this Section. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. SELLER acknowledges that PURCHASER may, after Closing, pursue a unity of title with respect to the Project and/or certain parcel splits with respect to the Project. SELLER shall reasonably cooperate with PURCHASER, at no cost to SELLER, in order to coordinate and accommodate PURCHASER's pre-closing and post-closing work in connection with the foregoing sentence. 8. INVESTIGATION OF THE PROPERTY. For a period until sixty (60) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 20 (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, in which event the Deposit shall be promptly refunded to PURCHASER. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (ii) release to SELLER, at no cost, all non-proprietary and non-confidential reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees,for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation of the Property; provided, however, the foregoing indemnification obligations of PURCHASER shall not apply to (i) any damages arising from the negligence or misconduct of SELLER, its agents, employees or representatives, or (ii) any conditions or defects existing on, in or under the Property or arising out of the mere discovery of such conditions or defects on, in, under or within the Property. PURCHASER'S obligations under this Section shall survive Closing and the termination of this Agreement for a period of one (1) year. 8.1 SELLER's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement: any existing title policies, surveys, 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, and any other documents reasonably requested by PURCHASER. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from Old Republic National Title Insurance Company (hereinafter"Title Company"),a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 20 (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to cure and remove the PURCHASER'S Title Objections (hereinafter"Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of(i) extending the Cure Period for one additional thirty (30) day period at no cost to PURCHASER, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, SELLER shall be obligated, at Closing, to cause the Title Company to remove (by waiver or endorsement) the following (collectively, the "Required Cure Items"), whether or not PURCHASER objects to such items in PURCHASER's Title Objections: any (a) mortgage or deed of trust granted by SELLER affecting the Property; (b) mechanic's lien with respect to work contracted for by SELLER at the Property; (c) liens securing the payment of taxes and assessments; and (d) other liens encumbering the Property (including judgments, federal, state and municipal tax liens). Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue one 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 have an adverse effect on the Property or the Project, in PURCHASER's sole and absolute discretion, 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. If the Survey discloses any matters that are unacceptable to PURCHASER, in PURCHASER's sole and absolute discretion, 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 Marketable Title. SELLER delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 20 forth herein. 9.2 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.3 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.4 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9.5 Land Use Approvals. PURCHASER obtaining all required site plan, zoning and platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property. (the "Land Use Approvals"). SELLER authorizes the Buyer to apply for and obtain the necessary Land Use Approvals and agrees to cooperate in any such applications and the approval process and to execute without delay any and all required documentation necessary to make application for Land Use Approvals for the Project. 9.6 'Occupancy. The Property shall be conveyed to PURCHASER at Closing subject only to the Leases (hereinafter defined). 9.7 'Estoppels. SELLER shall have delivered an estoppel certificate from each of the tenants under the Leases, dated not more than thirty (30) days prior to the Closing Date, in the form attached hereto as Schedule 9.7, which shall be delivered to PURCHASER at least five (5) days prior to the Closing Date. 9.8 Service Contracts. At Closing, SELLER shall terminate all service and management contracts relating to the Property at SELLER's sole cost and expense, unless PURCHASER elects to assume any of such contracts, in PURCHASER's sole and absolute discretion. 9.9 Permits and Code Violations. SELLER shall have closed out all open or expired permits and cured any code violations applicable to the Property prior to the Closing Date. For the avoidance of doubt, any legal, non-conforming use approved by the City of Boynton Beach shall not be deemed to be code violation. If any condition precedent set forth in the foregoing Section 9 hereof is not satisfied as of the Closing Date (or within the time frame specifically set forth in such clause), and PURCHASER elects, in PURCHASER's sole and absolute discretion, not to waive such condition precedent,then PURCHASER shall have the right to terminate this Agreement by written notice to SELLER, in 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 20 which event the Deposit shall be returned to PURCHASER and this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the Title Company may require. The deed shall meet the requirements of Section XXX herein. 10.2 SELLER's Affidavits. SELLER shall furnish to Title Company and the PURCHASER an owner's affidavit acceptable to the Title Company 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 PURCHASER and 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 Assignment of Leases. An Assignment and Assumption of Leases, Security Deposits and Service Contracts in the form attached hereto as Exhibit [ ]. 10.6 Bring-Down Certificate. A "bring-down" certificate executed by SELLER recertifying SELLER's representations and warranties set forth in this Agreement as of the Closing Date, in the form attached hereto as Schedule 10.6. 10.7 Leases and Service Contracts. Originals, or, if unavailable, copies, of the 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 20 Leases (together with all tenant files, tenant ledgers and records) and assigned and assumed Service Contracts then in effect at the Property. 10.8 Miscellaneous.Any keys,access cards, combinations and pass codes to any locks and security systems on the Property over which SELLER has control shall be left by SELLER at the Property upon Closing. All correspondence and documents in SELLER's possession or control relating to the Leases and the operation of the Property shall be left by SELLER at the Property upon Closing; 10.9 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 and assessments, if any, for the Property shall be prorated as of the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds$1,000.00. 11.2 Proration of Rents. The rent payable by tenants under the Leases shall be prorated as of the day before Closing; provided, however, that rent and all other sums which are due and payable to SELLER by any tenant but uncollected as of the Closing (collectively, the "Delinquent Amounts") shall not be adjusted. At Closing, SELLER shall deliver to PURCHASER a schedule of all such Delinquent Amounts. 11.3 Proration of Utilities. Water, electric, and all other utility and fuel charges shall be prorated as of the day before Closing (to the extent possible, utility prorations will be handled by meter readings on the day immediately preceding the Closing Date). 11.4 Prepaid Rents and Security Deposits. At Closing, SELLER shall credit to PURCHASER the amount of any unapplied security deposits or prepaid rents under the Leases. 11.5 Closing Costs. SELLER shall pay for the documentary stamps on the Deed, 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 20 the cost of the Owner's Policy of Title Insurance, the cost of satisfying any liens which SELLER is obligated to satisfy, the cost of recording the Deed and any cost associated with curing title. PURCHASER shall pay for all endorsements to the Owner's Policy of Title Insurance (including, without limitation, premiums for any loan policy or endorsements thereto required by PURCHASER's lender, if any), and the cost of any documentary stamp or intangible tax in connection with PURCHASER's financing. Each party shall be responsible for their respective attorneys' fees. 11.6 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.7 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. Except for the Tenants listed on the rent roll attached hereto as Exhibit [ ], there are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 20 12.5 Acts Affecting Property. Except as required by law or as necessary to address Tenant needs, from and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 12.6 Leases. SELLER has delivered to PURCHASER true, correct and complete copies of all the Leases.To SELLER's knowledge: (i)each Lease is in full force and effect; (ii) neither landlord nor tenant are in default under the Leases and no event has occurred or failed to occur which, with the passage of time or giving of notice or both, would constitute a default under any such Lease; (iii) no tenant has paid any rent for more than one month in advance and (iv) no tenant is entitled to any free rent, abatement of rent or similar concession. 12.7 Violations. The Property is not in violation of any building, fire or health code or any other statute, law, ordinance or code applicable to the Property. There are no: (i) existing or pending improvement liens affecting the Property; (ii) existing, pending or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could have a material adverse effect on the use and value of the Property. 12.8 Employees. There are no employees of SELLER employed in connection with the Property whom PURCHASER would be obligated to retain or compensate after the Closing Date. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or a material default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein or is otherwise default under this Agreement, which default has not been cured as provided for herein, PURCHASER may, at its option (i) declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement, receive back its Deposit, 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 20 and thereafter neither party shall have any further rights hereunder, (ii) seek specific performance of this Agreement; or (iii) waive SELLER's default and proceed to Closing. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have thirty (30) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described herein. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to SELLER: Boynton Beach Community Redevelopment Agency Attention: Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 360 S. Rosemary Ave, Suite 1100 West Palm Beach, Florida 33401 If to PURCHASER: BB QOZ, LLC Attention:Jeff Burns & Nicholas Rojo 613 NW 3rd Ave., Ste. 104 Fort Lauderdale, Florida 33311 With a copy to: Kapp Morrison LLP Attention: Lance M. Aker, Esq. 7900 Glades Road, Ste 550 Boca Raton, Florida 33434 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 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 20 assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, in PURCHASER's sole and absolute discretion. It is understood, however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER, provided that the City of Boynton Beach acknowledges in the document assigning this Agreement that it shall be obligated to close the transaction contemplated herein and comply with apply with all Sections of this Agreement as if such assignee were the original party to this Agreement. This Agreement may be assigned, without the prior written consent of SELLER, by PURCHASER to an entity that is managed by PURCHASER's key principals, Jeff Burns and Nicholas Rojo, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein and comply with apply with all Sections of this Agreement as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the written approval of SELLER. 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, except as specifically provided herein, 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. Notwithstanding the foregoing, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and SELLER does not otherwise waive its sovereign immunity rights.The provisions of this Section shall survive Closing or termination of this Agreement. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 20 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. Intentionally Deleted. 20. LEASES/RELOCATION. 20.1. At Closing, the following leases shall be assigned in their entirety to PURCHASER (the "Leases"): • Scott Rudderow - 517 % E. Ocean Avenue, Apt. 3 • Freddie Brinley - 517 % E. Ocean Avenue, Apt. 5 • Harvey E. Oyer, Jr., Inc. d/b/a Oyer Macoviak and Associates - 511 E. Ocean Avenue • Cafe Barista, Inc. d/b/a Hurricane Alley - 527, 529 & 531 E. Ocean Avenue • Florida Technical Consultants, LLC - 533 E. Ocean Avenue, Suites 2 & 3 • Kala Marketing Group and Reinaldo Schiavinato - 533 E. Ocean Avenue, Suite 5 20.2. PURCHASER acknowledges that a current tenant of the Property is Hurricane Alley("HA Tenant"). PURCHASER shall use reasonable efforts to relocate HA Tenant to the Project and shall use reasonable efforts to work with HA Tenant to phase construction activities of the Project in order to minimize (in the exercise of commercial reasonableness) the timeframe between demolition of the HA Tenant's current premises and construction and delivery of HA Tenant's new premises within the Project. 21. DEVELOPMENT TIMELINE. The following events must be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Milestones"). At all times after the Effective Date, SELLER shall cooperate with PURCHASER using good faith and due diligence to facilitate and expedite PURCHASER's satisfaction of the Project Milestones, which include, without limitation, the Land Use Approvals. 21.1 Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 20 21.2 PURCHASER shall diligently and continuously pursuing site plan approval and all other required Land Use Approvals until the same are issued. 21.3 Approval of the construction loan in an amount sufficient to develop the Project on or before Closing. PURCHASER shall provide SELLER verifiable documentation necessary to evidence that financing has been obtained for construction of the Project, within ten (10) days of receipt of such approval by the PURCHASER and no later than Closing. PURCHASER shall provide SELLER with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon SELLER's request therefor. 21.4 Intentionally deleted. 21.5 Commencement of Construction within three (3) years of the Closing Date pursuant to the terms of this Agreement. Notwithstanding anything to the contrary herein, PURCHASER may extend the deadline for Construction Commencement by one (1) period of twelve (12) months, subject to receipt of written approval from SELLER, which approval shall not be unreasonably withheld, conditioned or delayed provided PURCHASER is using good faith efforts and due diligence to achieve Construction Commencement. "Construction Commencement" means the date when actual construction activities, including demolition, site clearing, excavation, utility relocation consistent with the City Code and all applicable permits has begun, where construction activities continue on a consistent basis to complete construction of the Project. 22. Intentionally Deleted. 22.1 Reverter Clause.The Special Warranty Deed shall contain a reverter clause (the "Reverter Clause") that shall run with the Property from the Closing Date until Construction Commencement, at which point the Reverter Clause shall automatically terminate. SELLER shall have the right to exercise its right of reverter if Commencement of Construction does not occur pursuant to the timeline set forth in Section 21.5 hereof. In the event the SELLER exercises its right of reverter, SELLER shall pay to PURCHASER: (i) the Purchase Price of the property as set forth in Section 2 of this Agreement; and (ii) the amount of all out-of-pocket predevelopment and development costs incurred by Buyer in connection with the Project, which shall be evidenced by bank statements, invoices and other documentation reasonably requested by SELLER, to the extent that the costs associated with those improvements have not been recaptured by the PURCHASER. To carry out the terms of this Section, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B." 23. MISCELLANEOUS. 23.1 General. This Agreement, and any amendment hereto, may be executed 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 20 in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 23.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 23.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This Section shall survive termination of this Agreement and the Closing. 23.4 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. 23.5 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 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 20 provisions of this Section shall apply to any amendment of this Agreement. 23.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 23.7 Waiver of 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. 23.8 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. However, SELLER's obligation under this section shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and nothing in this Agreement shall be deemed a waiver of SELLER's sovereign immunity rights. 23.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 23.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 23.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 23.12 PURCHASER Attorneys' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 23.13 Operation of Property. From and after the Effective Date: (i) SELLER shall own, operate, manage and maintain the Property in its ordinary course of business consistent with past practices and shall not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (ii) SELLER shall maintain in full force and effect property insurance on the Property in amounts currently maintained by SELLER; and (iii) SELLER shall not enter into any new Leases or amend same without PURCHASER's prior written consent. Additionally, SELLER shall, from and after the Effective Date, deliver to PURCHASER promptly after receipt thereof copies of (i) all written notices to SELLER from tenants, (ii) all written notices to tenants from SELLER, (iii) any notice of violation issued by any governmental authority with respect to SELLER or the Property, (iv) any notice relating to any claim of litigation or threatened litigation with respect to 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 20 SELLER or the Property, (v) notice of the commencement or threat of any condemnation, eminent domain or similar proceedings with respect to or affecting the Property. 23.14 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, pandemics, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). All terms contained herein are subject to Force Majeure. 23.15 Public Records. SELLER is a public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the 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. IF PURCHASER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PURCHASER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUTTT@bbfl.us. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 20 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. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BB QOZ, LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 20 EXHIBIT "A" LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 Parcel 2: Physical Address: NE 4"St., Boynton Beach, FL Parcel#: 08434528030010080 Parcel 3: Physical Address: NE 1"Ave., Boynton Beach, FL Parcel#: 08434528030010100 Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel#: 08434528030060010 Parcel 5: Physical Address: 511 E.Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Parcel 6: Physical Address: 515 E.Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Parcel 7: Physical Address: 529 E.Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 20 EXHIBIT B REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 12022, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "SELLER") and BB QOZ, LLC (the "PURCHASER"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct the Project on the Property, and other requirements in accordance with the guidelines and criteria set forth on in the Purchase and Development Agreement. C. The Deed shall provide that if the PURCHASER does not commence construction of the Project 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 commence the construction of the Project in accordance with the terms of the Purchase and Development Agreement attached hereto by no later than the time period set forth in Section 21.5 of the Purchase and Development Agreement of even date herewith (the "Construction Commencement Date"). 2. In the event Construction Commencement does not commence by the Construction Commencement Date (unless extended pursuant to the terms of the Purchase and Development Agreement), the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER, the PURCHASER will provide a quit claim deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property, delivery of which is contingent upon payment by SELLER to PURCHASER of the amounts specified in Section 22.1 of the Purchase and Development Agreement. 3. In the event PURCHASER enters into any construction loan financed with a commercial bank or similar lender intended to fund the construction and development of the 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 20 Improvements, the SELLER agrees not to unreasonably withhold consent to enter into a Subordination Agreement in form and substance satisfactory to such lender. Upon the Construction Commencement Date, the SELLER agrees to promptly issue a recordable letter acknowledging the release of the reverter rights described herein. This Agreement shall be binding upon the parties hereto and shall be binding upon and inure to the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. This Agreement may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written. PURCHASER: SELLER: BB QOZ, LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 20 EXHIBIT C CONCEPTUAL DESIGN PLANS 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 20 SCHEDULE 9.7 FORM OF TENANT ESTOPPEL TENANT ESTOPPEL CERTIFICATE , 2022 BB QOZ, LLC 613 NW 3RD AVE., STE 104 Fort Lauderdale, FL 33311 [LENDER INFO TO BE PROVIDED] [ ] [ ] Re: Lease dated by and between ("Landlord"), and , as tenant (the "Original Lease"), demising [Insert description of leased premises] (the "Premises") at the building known as and located at Florida(the"Property') To whom it may concern: The following statements are made with the knowledge that you and your successors and assigns, prospective PURCHASERS, including without limitation BB QOZ, LLC, a Florida limited liability company ("PURCHASER"), successor owners of the Property and present and future lenders secured by mortgages encumbering the Property or any interest therein may rely on them. The undersigned("Tenant"), as tenant under the Lease(hereafter defined), hereby certifies to you as follows: 1. The Original Lease and all amendments thereto are as follows: (collectively referred to as the "Lease"). The Lease is in full force and effect and constitutes the entire agreement between Landlord and Tenant with respect to the use and occupancy of the Premises and there are no other agreements which are binding upon Landlord in connection with the use and occupancy of the Premises. 2. Tenant has accepted possession of the Premises and all construction obligations of Landlord are complete. 3. The commencement and expiration dates of the term of the Lease are and respectively. There are no options to renew or terminate the lease except for 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 23 of 20 4. The rent commencement date is 5. The current monthly fixed base rent and other regular monthly recurring charges for the Premises are as follows: $ and have been paid through 6. The current monthly additional rent (which includes payments for Tenant's proportionate share of taxes, insurance, operating expenses and any other charges due under the Lease) are as follows: $ , and have been paid through 7. All insurance required of Tenant under the Lease has been provided by Tenant, and all premiums have been paid. 8. The Guarantor under the Lease is and the guaranty is in full force and effect. 9. Neither Tenant nor any guarantor of Tenant's obligations under the Lease is the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor/creditor relationships. 10. The amount of the security deposit delivered under the Lease is $ and said security deposit is in the form of cash. 11. Neither Tenant, nor to Tenant's knowledge, Landlord, is in default in the Lease, nor, to Tenant's knowledge, is there now any fact or condition which, with the passage of time or the giving of notice or both, would constitute a default by either party under the Lease and no current defenses or claims exist preventing the payment of rent by Tenant. 12. Tenant has not assigned,transferred or otherwise encumbered its interest under the Lease, or subleased or licensed any portion of the Premises, except as follows: 13. Tenant's address for all notices or communications under the Lease is 14. The person signing this letter on behalf of Tenant is a duly authorized representative of Tenant. 15. This estoppel shall be binding upon Tenant and its principals, and its successors and assigns. 16. Tenant agrees that upon notice from Landlord it will make future payments to PURCHASER. 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 24 of 20 17. Facsimile or electronically transmitted signatures shall be deemed for all purposes to be originals. The undersigned individual hereby certifies that he or she is duly authorized to sign, acknowledge and deliver this estoppel on behalf of Tenant. [INSERT TENANT NAME] a By: Name: Title: 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 25 of 20 ANNEX 1 To Tenant Estoppel 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 26 of 20 SCHEDULE 10.6 FORM OF BRING-DOWN CERTIFICATE BRING-DOWN CERTIFICATE CERTIFICATE AS TO REPRESENTATIONS, WARRANTIES AND COVENANTS The undersigned [ ] (the "Seller"), hereby certifies to [ ] (the "Purchaser"), its successors and assigns, that all of the representations, warranties and covenants made by Seller in Section [ ] of that certain Purchase and Development Agreement having an Effective Date of [ ] between Seller and Purchaser, as same may have been amended or assigned through the date hereof(the "Contract"), are true and correct in all material respects and not in default as of the date hereof. IN WITNESS WHEREOF, Seller has caused this Certificate to be signed and delivered as of the day of By: Name: Title: 01603622-6 PURCHASER's Initials: SELLER's Initials: 01603622-4 259374v8 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the day of , 2022, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter the "CRA"), with a business address of 100 East Ocean Avenue, 4t" floor, Boynton Beach, Florida 33435, and BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, and its successors or assigns (hereinafter, the "Developer"; the Developer and the CRA are collectively referred to herein as the "Parties"). RECITALS WHEREAS, Developer submitted a proposal, a copy of which is attached here to as Exhibit "A," (the "Proposal') in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project("RFP") issued by the CRA on July 23, 2021, incorporated herein by reference, which proposal was accepted by the CRA Board on November 30, 2021; and WHEREAS, the CRA has determined that the Project, as defined herein, 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 Boynton Beach 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: Section 1. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 01605004-6 1 259073v8 Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1 Area Median Income ("AMI") shall mean the Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development or the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, as determined by the Lender. If the Lender does not make a determination,the Developer shall use the City of Boynton Beach Area Median Income, provided that; (a) the City publishes AMI levels on a regular (annual) basis, (b) the AMI levels are made readily available to the general public and (c) the City utilizes the same calculation methodology as does the Department of Housing & Urban Development. 2.2 'Base Year" for determining Tax Increment Revenue from the Project shall be the year prior to Commencement of Construction (hereinafter defined). 2.3 "City" means the City of Boynton Beach, Florida. 2.4 "Commencement of Construction" or "Construction Commencement" means the date when actual construction activities, including demolition,site clearing,excavation, utility relocation consistent with the City Code and all applicable permits has begun,where construction activities continue on a consistent basis to complete construction of the Project. 2.5 "Completion of Construction" shall mean the date for which the Project is substantially complete and the Temporary Certificate of Occupancy has been issued by the appropriate governing authority. 2.6 "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.7 "Financial Closing"The date on which all agreements and loan documents for the financing of the Project have been executed and all required conditions contained in such agreements and loan documents have been satisfied, as determined by Lender and Developer. 2.8 "Land Use Approvals" shall mean all required site plan, zoning, platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property. 2.9 "Lender" shall mean the lender selected by the Developer to provide a mortgage loan that is secured by all or any part of the Project. 01605004-6 2 259073v8 2.10 "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.11 "Tax Increment Revenue" means the amount deposited in the Redevelopment Trust Fund for the Boynton Beach Community Redevelopment Area pursuant to Florida Statutes, Section 163.387, which is attributable to the Project. Section 3. Developer's Obligations and Covenants. 3.1 Construction of the Project. Developer shall the construct a mixed-use, transit- oriented development containing a mixed-income workforce housing rental apartment building with restaurant, retail space, and office space, including public parking that incorporates public pedestrian connectivity, consistent with the Proposal (hereinafter the "Project").The Project will include the Required Elements set forth below and be built consistent in all material respects with the Conceptual Site Plan attached hereto as Exhibit "C." The Conceptual Site Plan may be revised by Developer from time to time without the consent of the CRA, provided, however, that any change to the Conceptual Site Plan that would result in a change to any of the Required Elements(hereinafter defined),except an increase in units or nonresidential or residential square footage, shall require the approval of the CRA, which approval shall not be unreasonably withheld, conditioned or delayed. 3.2 Development Timeline. The following events must be completed as set forth herein and evidence of same shall be provided to the CRA upon completion of each event (collectively the "Project Milestones"). At all times after the Effective Date, the CRA shall cooperate with Developer using good faith and due diligence to facilitate and expedite Developer's satisfaction of the Project Milestones, which include, without limitation, the Land Use Approvals. 3.2.1. Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. 3.2.2 Developer shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. 3.2.3 Developer shall provide the CRA verifiable documentation necessary to evidence that financing has been obtained for construction of the Project within ten (10) days of receipt of such approval by the Developer and no later than the Closing Date (as defined in the Purchase and Sale Agreement attached hereto as Exhibit "XX" (the "Purchase Agreement")). Developer shall provide the CRA with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon the CRA's request therefor. 01605004-6 3 259073v8 3.2.4 Intentionally deleted. 3.2.5 Construction Commencement within three (3) years after the Closing Date, as may be extended pursuant to the terms of this Agreement. Notwithstanding anything to the contrary herein, Developer may extend the deadline for Construction Commencement by one (1) period of twelve (12) months, subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith efforts and due diligence to achieve Commencement of Construction. 3.2.6 Completion of Construction within thirty-six(36) months of Commencement of Construction; provided, however, Developer shall have the right to extend the deadline for receipt of the temporary certificate of occupancy for one (1) period of twelve (12) months subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, condition or delayed by provided Developer is using good faith efforts and due diligence to obtain the temporary certificate of occupancy. After receipt of a temporary certificate of occupancy, Developer shall use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. 3.3 Required Project Elements.The Project must include all of the following elements (the "Required Elements"). 3.3.1 A rental apartment building including a minimum of 236 rental units subject to the following requirements. 3.3.1.1 The units shall be rented in accordance with the following ratio (regardless of how many units are constructed) (the "Affordability Requirements"): • Tier One: 3.8% of the total rental units to tenants that earn up to 80% of the AMI; • Tier Two: 22.6% of the total rental units to tenants that earn up to 100% of the AMI; • Tier Three: 23.6% of the total rental units to tenants that earn up to 120% of the AMI; • Tier Four: the remaining total rental units shall be unrestricted. • Tier One, Tier Two, and Tier Three units shall be the Restricted Units. If necessary, and if consented to by Developer in Developer's sole and absolute discretion, the total rental units and Affordability Requirements may be adjusted as may be required in order to meet the minimum code requirements of the City of Boynton Beach's Workforce Housing Program, provided 01605004-6 4 259073v8 that at no time shall the sum of Tier One, Tier Two and Tier Three units be less than 50% of the total rental units. • The units shall be built consistent with the Table attached hereto as Exhibit "XX." 3.3.1.2 On the date of the Financial Closing, the Developer will record a Restrictive Covenant containing the Affordability Requirements, which shall remain in effect for a period of 15 years following Completion of Construction (the "Initial Affordability Term"). Notwithstanding the forgoing, 10% of the Restricted Units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) shall remain in effect for an additional 10 years following the expiration of the Initial Affordability Term. The Restrictive Covenant shall be in a form approved by the CRA and Lender. 3.3.2 A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail and office); 3.3.3 A minimum of 150 public parking spaces which shall remain open to the public in perpetuity, subject to a Lease Agreement to be executed between the Parties, in a form substantially similar to the Lease Agreement attached hereto as Exhibit "D" (the "CRA Spaces"), in addition to the amount of parking spaces needed for the residential and commercial components of the Project. Although the CRA Spaces are separate from the parking spaces that are designated for the residential and commercial uses, the CRA Spaces shall be included in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses with the minimum code requirements of the City of Boynton Beach. Section 4. Public Benefits. Developer shall comply with the following Requirements. 4.1. Job Fairs, and Apprenticeship. Prior to and during the construction of the Project, Developer shall: • Host two (2)job fairs at a venue within the City of Boynton Beach; • Include requirements in all contracts with contractors that the contractors use good faith efforts to participate in an apprenticeship program; and • Provide documentation evidencing satisfaction of these requirements upon request by the CRA and as part of the Annual Performance Report. 4.2. Green Building. Developer will achieve a minimum National Green Building Standards (NGBS) Bronze certification for the residential building. Evidence of the NBGS Bronze certification shall be submitted to the CRA within twelve (12) months following Completion of Construction. 01605004-6 5 259073v8 Section S. Certification Requirements. 5.1 Annual Performance Report. Commencing upon the Effective Date, Developer shall annually provide the CRA with an Annual Performance Report for the Project certifying Developer's compliance with the requirements of this Agreement and the Purchase and Development Agreement and, as applicable upon Completion of Construction, evidencing that Developer has paid all property taxes for the Property for the preceding year. Such report must be submitted to the CRA no later than the last day of April for the preceding year in a form substantially in accordance with the form attached hereto as Exhibit "E." [Note: Exhibit needs to be attached] Further, Developer shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the Project. 5.2 The following are conditions precedent to the CRA's annual disbursal of Tax Increment Revenue pursuant to this Agreement: 5.2.1 Developer must have timely provided its Annual Performance Report, providing evidence of compliance with the requirements of this Agreement and evidencing that Developer has paid all property taxes for the preceding year; and 5.2.2 A finding by the CRA Board that the Annual Performance Report submitted by Developer is consistent with the requirements of this Agreement, which finding shall not be unreasonably withheld, conditioned or delayed; and 5.2.3 The CRA has actually received Tax Increment Revenues from the Project on the Property subsequent to the Base Year and the Completion of Construction; and 5.2.4 Developer is not in material default beyond any applicable notice and cure period under any terms or provisions of this Agreement. Developer shall not be entitled to any Tax Increment Revenue payments for such calendar year if the Developer has failed to meet its obligations under this Agreement or is otherwise in material default beyond any applicable notice and cure period under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Tax Increment Revenue during any period of default by the Developer, provided that, once a default is cured, Developer shall receive its Tax Increment Revenue for the remainder of the TIR Term, provided Developer is not in default under this Agreement. Section 6. Tax Increment Revenue. 6.1 Formula and Term. 01605004-6 6 259073v8 6.1.1 The CRA hereby agrees to pledge and assign to Developer pursuant to the terms of this Agreement, an annual amount which equals one hundred percent (100%) of the Tax Increment Revenue, for a fifteen (15)year term commencing on the last day of the year that all of the following conditions are met ("TIR Term"): A. The Project has been completed as evidenced by the last Certificate of Occupancy or its equivalent having been issued; B. All elements of the Project have been placed on the Tax Roll; C. The CRA has received Tax Increment Revenue from the Project; D. The Annual Performance Report is received and found to be sufficient by the CRA, which finding shall not be unreasonably withheld, conditioned or delayed; and E. Developer is not in default under this Agreement. Provided the above conditions precedent are satisfied, the CRA shall disburse the Tax Increment Revenue to the Developer as soon as practicable after the CRA receives the Tax Increment Revenue. 6.2 No Prior Pledge of Tax Increment Revenues. The CRA warrants and represents that the Tax Increment Revenue are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.3 Form of Payment. Payment of the Tax Increment Revenue shall be in the form of a CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Boynton Beach Community Redevelopment Agency Attention: Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor 01605004-6 7 259073v8 Boynton Beach, FL 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Ave Suite 1100 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: BB QOZ, LLC Attention:Jeff Burns & Nicholas Rojo 613 NW 3rd Ave., Ste. 104 Fort Lauderdale, Florida 33311 With a copy to: Lance M. Aker, Esq. Kapp Morrison LLP 7900 Glades Road, Ste 550 Boca Raton, Florida 33434 Section 8. 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 Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may withhold payment of Tax Increment Revenue to Developer due for such calendar year; provided, however, if such default takes longer than thirty(30) days to cure, such cure period shall be extended until the Developer cures such default provided that the Developer is using good faith efforts to effectuate such cure in a diligent manner. A default under this Agreement shall not terminate this Agreement, but payments of the Tax Increment Revenue to Developer shall not re-commence until such default is cured. Section 9. Termination. This Agreement shall automatically terminate: 1) upon the last disbursement of Tax Increment Revenue due to Developer pursuant to the terms of this Agreement; 2) upon the expiration of the 15-yearTIR Term, or 3) if Developer fails to Commence Construction of the Project as required herein. Section 10. Miscellaneous Provisions. 10.1 Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the 01605004-6 8 259073v8 Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement, except if caused by the gross negligence or willful misconduct of the CRA. Except as set forth in the foregoing sentence, Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. 10.2 Indemnification. Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property 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 Developer. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3 Assignment. This Agreement may only be assigned in its entirety. Prior to Completion of Construction,this Agreement may only be assigned by Developer to an entity that is managed by Developer's key principals, Jeff Burns and Nicholas Rojo, or Lender pursuant to Developer's loan documents with Lender, and provided that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. After Completion of Construction, provided Developer is not in default under this Agreement, this Agreement may be assigned by Developer to any third party that purchases the Project without the requirement of consent, provided that the Developer delivers written notice to the CRA at least thirty (30) days prior to the assignment and the assignee shall specifically assume all of the obligations of the Developer under this Agreement. 10.4 Successors and Assigns.The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA or the Developer, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is 01605004-6 9 259073v8 specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records, provide 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 this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the CRA. d. Upon completion of the contract,transfer, at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service. If Developer transfers all public records to the public agency upon completion of the contract, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUTTT .u . 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed 01605004-6 10 259073v8 herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and 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. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of Florida and the United States 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. 10.12 Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15 Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations enacted as of the Effective Date. 10.16 Survival. The provisions of this Agreement regarding public records, indemnity, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 01605004-6 11 259073v8 10.17 Subordination. The CRA shall administratively amend this Agreement (without requirement of CRA board approval) as may be reasonably required by the Lender, provided that such amendment pertains solely to non-material terms of this Agreement and is for the purpose of complying with Lender requirements in order to effectuate Financial Closing. If any required amendment by the Lender would have a material effect on the terms and conditions set forth in this Agreement,then such amendment shall require CRA board approval, not to be unreasonably withheld, conditioned or delayed. 10.18 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, pandemics, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). All terms contained herein shall be subject to Force Majeure. 10.19 Computation of Time — Any referenced herein to time periods which are not measured in Business Days and that are less than six (6) days shall include Saturdays, Sundays, and legal holidays in the computation thereof. Any period provided for in this Agreement which ends on a Saturday, Sunday, or legal holiday shall extent to 5 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 computation thereof. For purposes of this Agreement, Business Days shall mean Monday through Friday but shall exclude state and federal holidays. 01605004-6 12 259073v8 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. Signature Blocks and Exhibits to be inserted 01605004-6 13 259073v8 PARKING LEASE AGREEMENT THIS PARKING LEASE AGREEMENT(this"Lease"),is made and entered into this day of , 2022, by and between BB QOZ, LLC, a Florida limited liability company, ("Landlord"), and The Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Chapter 163,Part III of the Florida Statutes ("Tenant"). WITNESSETH: WHEREAS, the Landlord has a contract to purchase property generally located at: (i) 508 E. Boynton Beach Boulevard, Boynton Beach, Florida 33435; (ii) NE 4' Street, Boynton Beach, Florida 33435; (iii)NE 1st Avenue, Boynton Beach, Florida 33435; (iv) 115 N.Federal Highway, Boynton Beach, Florida 33435; (v) 511 E. Ocean Avenue, Boynton Beach, Florida 33435; (vi) 515 E. Ocean Avenue, Boynton Beach,Florida 33435;and(vii)529 E.Ocean Avenue,Boynton Beach,Florida 33435,all of which are located within the corporate limits of the City of Boynton Beach, as more particularly described by the legal description attached hereto as Exhibit A(collectively the "Property"); and WHEREAS, the Landlord intends to construct a mixed-use project consisting of a mixed-income workforce rental development on the Property to be comprised of a minimum of 236 rental units, a minimum of 16,800 square feet of commercial space (e.g.restaurant,retail and office space), and a parking garage consisting of approximately 545 parking spaces, with a minimum 150 dedicated public parking spaces (the "Project"); and WHEREAS, the Landlord and the Tenant, have entered into a Tax Increment Revenue Funding Agreement wherein the Tenant is providing certain economic development incentives to develop the Project; and [Note to be discussed with counsel: upon the sunset of the CRA, this Lease will either need to be automatically assigned to the City—I think the Lease should contain a joinder of the City confirming and agreeing to same] WHEREAS, the Tenant recognizes the positive impact that the Project will bring to the City of Boynton Beach including the provision of additional parking facilities; and WHEREAS,the Landlord and Tenant desire to enter this Lease in order for the Parking Garage to not only serve the Project but to provide 150 parking spaces to the general public, as set forth below; and WHEREAS, the Tenant, as the City of Boynton Beach,has determined and hereby finds that this Lease promotes economic development in the City and, as such, is in the best interests of the City of Boynton Beach and serves a valid public purpose. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficient of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follows: 1. Use. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the "Parking paces") to be utilized exclusively by Tenant for the Permitted Use (as defined in Section 12 below): #8285004 v27 6/16/2020 12:52 PM DOCPROPERTY"DoclD" 259421v3 The one hundred fifty(150)parking spaces located within the Parking Garage (hereinafter defined)in the locations designated as"Parking Spaces"on Exhibit B attached hereto and made a part hereof, which locations may be changed by Landlord from time to time, provided that at no time shall the total Parking Spaces be less than one hundred fifty(150), to be constructed at NE 4' Street, Boynton Beach, Florida 33435 and NE Ist Avenue, Boynton Beach,Florida 33435(the"Parking Garage"). Tenant and the general public shall be entitled to use the Parking Spaces on a 24 hours a day, 7 days a week basis (the "Business Hours"). Tenant and the general public shall also have the right to utilize on a non-exclusive basis,together with any other users of the Parking Garage,the common areas located only on the floors of the Parking Garage where the Parking Spaces are located, for their intended purposes consistent with the Permitted Use so long as such use shall not unreasonably interfere with the use of such areas by Landlord or other users of the Parking Garage.The use by Tenant and the general public of the Parking Spaces shall be subject to the terms and conditions of this Lease. 2. Term; Construction of Parking Garage. (a) The term of this Lease (the "Term") shall be ninety-nine (99)years,commencing on the date that Landlord has substantially completed(as defined below)construction of the Parking Garage (the"Lease Commencement Date")and ending on the date that is ninety-nine (99)years therefrom, subject to extension as set forth in subsection (b),below. Subject to the extensions of time authorized herein and any Force Majeure event(s),the Lease Commencement Date shall occur on or before thirty-six(36)months from the Construction Commencement Date (as defined below). (b) The Parking Garage shall be constructed by the Landlord in accordance with the permitted set of plans for which a building permit is issued by the appropriate governing authority, which plans shall be based upon the Parking Garage Floor Plan attached hereto as Exhibit B and the Base Building Improvements outlined on Exhibit C attached hereto. In the event of any conflict between this Lease (including Exhibit B and Exhibit C and the permitted set of plans,the permitted set of plans shall govern and control. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy (or its equivalent) has been issued by the appropriate governing authority for the Parking Garage. (d) The "Effective Date" of this Lease is the date after it has been fully executed by Landlord and Tenant. Subject to the extensions of time authorized herein and any Force Majeure event(s), the "Construction Commencement Date"is the date that a notice of commencement has been filed with the appropriate governing authority allowing work to begin pursuant to a building permit(s) to construct the Parking Garage. Notwithstanding the foregoing, in the event the Parking Garage is not substantially complete within thirty-six(36) months of the Construction Commencement Date, subject to extension due to Force Majeure (as defined below) or delays caused by Tenant, then this Lease shall terminate and be deemed null,void, and of no further force or effect and Landlord and Tenant shall be thereafter released of all obligations or liabilities accruing from and after the date of termination. 3. Base Rent. Commencing on the Lease Commencement Date (the "Rent Commencement Date") and continuing during the Term, Tenant shall pay to Landlord base rent ("Base Rent") as set forth on Exhibit D attached hereto,plus applicable sales tax(unless exempt as stated herein). Payment shall be made in advance on a monthly basis on or before the first(Ist) day of each calendar month throughout the duration of the Term, without notice, demand, setoff or deduction and made payable to Landlord at the address provided in Section 6,which may change from time to time. If any payment due to Landlord is not 2 259421v3 paid within five (5) days of the due date or other due date as set forth in this Lease, Tenant shall pay, in addition to the payment then due, not as a penalty but as an amount the parties each mutually agree is reasonable, an administrative charge of Five Hundred Dollars ($500.00)per day until payment is made to the Landlord. If any payment due from Tenant shall remain overdue thirty(30) days after the due date, the payment due plus administrative charges shall bear interest at the rate of ten percent(10%) per annum. If any check given to Landlord for any payment is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds,bank,or returned check fees,plus an administrative fee of Five Hundred Dollars($500.00).If Tenant has more than one(1)late payment in a 12-month period,Landlord may require all future payments from Tenant to be made by cashier's check from a local bank or by Federal Reserve wire transfer to Landlord's account. 4. Additional Rent. Unless otherwise expressly provided,all monetary obligations of Tenant to Landlord under this Lease,of any type or nature,other than Base Rent,shall be denominated as additional rent and include applicable sales tax(unless exempt) ("Additional Rent"). In addition to Base Rent, as set forth in Section 3, above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 5, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt). For the purposes of this Lease, "Operating Expenses" shall mean all reasonable actual costs and expenses solely and directly attributed to and incurred by Landlord in owning, maintaining, insuring, and repairing the Parking Garage, including, without limitation, all common areas thereof after the Lease Commencement Date,which costs and expenses shall include,but shall not be limited to,security, parking systems, cleaning, utilities, maintenance and repairs of all elements of the Parking Garage, pest control, fire safety systems, all insurance costs incurred by Landlord with respect to insurance policies maintained by Landlord with respect to the Parking Garage, management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and professional costs incurred by Landlord in connection with its ownership of the Parking Garage, permitted capital expenditures, industry standard repair and replacement reserves in connection with any of the foregoing items and ad valorem and non-ad valorem real estate taxes, assessments and fees attributable to or otherwise applicable to the Parking Garage. In the event any surcharge or regulatory fee is at any time imposed by any governmental authority for parking spaces within the Parking Garage,Tenant shall pay Tenant's Percentage Share (as defined below) of such surcharge or regulatory fee to Landlord as Additional Rent,payable as set forth in this Section 4.Notwithstanding the foregoing, Tenant shall pay one hundred percent (100°/x) of the costs and expenses solely and directly related to the parking provided to Parking Spaces,including,but not limited to, parking meters or system, signage and safety monitoring. 5. Payment of Additional Rent, Tenant's Percentage Share. Additional Rent (together with applicable sales tax unless exempt)shall be due and payable at the same time,place,and in the same manner as Base Rent.The term"Rent"when used in this Lease shall include Base Rent and all forms of Additional Rent. For the purposes of this Lease, Tenant's Percentage Share shall be deemed to be a fraction, the numerator of which is the number of Parking Spaces (150 parking spaces), and the denominator of which shall be the total number of parking spaces within the Parking Garage (estimated to be 545 parking spaces) Landlord anticipates that Tenant's Percentage Share shall be approximately 27.52%, as may be adjusted based on the total number of parking spaces within the Parking Garage pursuant to the building permit for the Parking Garage. At least five (5) days prior to the Tenant's payment of the Additional Rent, Landlord shall reasonably estimate the Operating Expenses and provide the Tenant with notice of Tenant's estimated Percentage Share and,after each year of the Term,Landlord shall provide Tenant with a reasonably detailed statement of the actual Operating Expenses for the prior year and Tenant's actual Percentage Share. An adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that the Landlord shall receive the entire amount actually owed by Tenant for Tenant's Percentage Share of the Operating Expenses for the prior year. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent. Any payment adjustment owed 3 259421v3 by Tenant to Landlord will be due with the next payment of the Additional Rent.Tenant waives and releases any and all objections or claims relating to the actual Operating Expenses for any calendar year unless, within five(5)days after Landlord provides Tenant with the notice of the actual Operating Expenses,Tenant provides Landlord notice that it disputes the actual Operating Expenses. If Tenant disputes the actual Operating Expenses,Tenant shall continue to pay the Additional Rent in question to Landlord in the amount provided in the Operating Expenses (if a reoccurring expense)pending resolution of the dispute. 6. Notice. Any notice under the terms of this Lease shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered mail in a postage-paid envelope or via express courier or other nationally recognized overnight delivery service and sent to the address(es) as set forth below: If to Landlord: BB QOZ, LLC c/o Affiliated Development 613 NW 3rd Ave., 4104 Ft. Lauderdale, Florida 33311 Attention: Jeffrey Burns With a copy to: Kapp Morrison LLP 7900 Glades Rd., Suite 550 Boca Raton,Florida 33435 Attention: Lance Aker If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director [Address for notice purposes] Boynton Beach, Florida 33460 With a copy to: City of Boynton Beach,Florida Attn: City Manager [Address for notice purposes] Boynton Beach,Florida 33460 The address of either party may be changed upon giving at least fifteen (15) days' advance written notice of that change to the other party. 7. Landlord Rim. Landlord shall have the right to block off any or all of the Parking Garage, including the Parking Spaces, for purposes of repair or maintenance of same. Landlord shall use commercially reasonable efforts to provide Tenant with advance notice of the foregoing if Tenant's or the general public's access to the Parking Spaces will be prevented. Landlord shall have the unrestricted, exclusive right to utilize all designated parking spaces located within the Parking Garage other than the Parking Spaces ("Landlord's Parking Areas"). Tenant shall have no right to park within or utilize any portion of Landlord's Parking Areas. Landlord or its agents shall have the right to immediately remove, or cause to be removed, any car or vehicle of Tenant that may be parked in Landlord's Parking Areas,without any liability and without any advance notice to Tenant.Notwithstanding anything to the contrary set forth herein, Tenant hereby acknowledges and agrees that Landlord and its agents, employees, contractors, tenants, and licensees (collectively, the "Landlord Parties"), shall retain and have the unrestricted right to reasonably utilize those portions of the Parking Garage located around, adjacent to and surrounding the Parking Spaces, including without limitation, drive isles, ramping, pedestrian and handicap accessibility 4 259421v3 areas,back of house areas, stairwells, elevators and all other areas outside of the individual parking stalls for the Parking Spaces(collectively,the"Access Areas")for the purpose of vehicular and pedestrian ingress and egress to and from Landlord's Parking Areas. The Access Areas shall not include any area of the Parking Spaces. Tenant acknowledges and agrees that the foregoing right of the Landlord and Landlord Parties to reasonably utilize the Access Areas shall be irrevocable and remain in full force and effect throughout the duration of the Term(as the same may be extended) and Tenant shall have no right to claim constructive eviction or any other legal remedy, or otherwise offset or abate Rent by virtue of the Landlord Parties' reasonable utilization of the Access Areas,notwithstanding the fact that such Access Areas may be located in close proximity to the Parking Spaces.Except as provided herein,Landlord and Landlord Parties shall have no right to park within the Parking Spaces or otherwise use the Parking Spaces unless payment of the parking fees are made at the same rate as the general public utilizing the Tenant's Parking Spaces. 8. Landlord Covenants and Obligations. Landlord covenants that: (a)prior to the Lease Commencement Date, it will have fee title in the land of which the Project and Parking Garage will be substantially completed; and (b)upon performing all of its obligations hereunder, Tenant and general public shall have access to the Parking Spaces and Access Areas for the Term (including any extension thereof) of this Lease, subject,nevertheless, to the terms and conditions of this Lease. Except as specifically required herein of the Tenant with regards to the Parking Spaces, Landlord shall operate, manage, equip, light, repair and maintain the Parking Garage, Parking Spaces and Access Areas and all facilities and fixtures,including without limitation roof,walls,ramps, electrical installations, elevators, fire and related alarms, lighting, landscaping, and doors in working condition and repair necessary for their intended purposes in a manner comparable to other similar parking garages in Palm Beach County, Florida, the cost of which maintenance, repairs and replacements shall be included in the Operating Expenses. The foregoing shall also include the Landlord providing janitorial services,waste and recycling removal, and pest control services throughout the Parking Garage, which service costs shall be included in the Operating Expenses.If a repair is needed within the Parking Garage, Tenant shall notify the Landlord in writing of the need for the repair. If Landlord is required to make repairs proximately caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, then Landlord shall complete such repairs and the cost of such repairs shall be borne by Tenant. Tenant shall pay Landlord for the actual, reasonable, and verifiable cost of such repairs within thirty (30) days of receipt of Landlord's notification of the amount due,which written notice of the amount due shall be accompanied by reasonably supporting invoices. Landlord may, in its sole and absolute discretion, restrict the size, location, nature or use of the Access Areas as those Access Areas exist at the Lease Commencement Date. Landlord shall be responsible for paying all utilities at the Parking Garage as of the Lease Commencement Date including without limitation water,sewer,stormwater,gas,solid waste and electricity for the Parking Garage,to the extent such utilities serve the Parking Garage,with Tenant paying to Landlord Tenant's Percentage Share of the utilities as Additional Rent when due. Tenant shall be responsible for paying all utilities exclusively necessary or separately metered for the Parking Spaces and management of the same (e.g., Tenant shall be responsible to install and pay for any electrical charges for parking meters it installs for the Parking Spaces). Tenant agrees that it shall not install any equipment which will exceed or overload the capacity of any Landlord utility facilities and that if any equipment installed by Tenant shall require additional utility facilities,the same shall be installed at Tenant's expense in accordance with plans and specifications to be approved in writing by Landlord in its sole and absolute discretion. 9. Landlord's Liability. All Tenant's personal property placed or moved in the Parking Garage shall be at the Tenant's risk or the owner's risk thereof. Landlord shall not be liable for any damage to Tenant's personal property, or any other person's personal property, including, but not limited to, lost or 5 259421v3 stolen items, occurring in, on or at the Parking Garage, including the Parking Spaces, or any part thereof, except to the extent caused by the Landlord's willful intent or grossly negligent acts or omissions. 10. Insurance. Tenant shall, at its cost, procure and maintain and keep in force at all times thereafter during the Term the following insurance with respect to the Parking Spaces: (a) Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b) Workmen's Compensation and Employer's Liability Insurance in the amounts required by the laws of the State of Florida;(c) automobile liability insurance covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; and (d) such other insurance as Landlord or any mortgagee may reasonably require and which is permitted by law. Prior to the Lease Commencement Date, Tenant shall deliver to Landlord copies of the aforementioned policies. Landlord shall maintain for the Term of this Lease (and any extension thereof) such insurance as is reasonably necessary and consistent with the insurance coverage provided by the owners of similar parking garages in Palm Beach County, Florida, to provide coverage for the Landlord' operation and management of the Parking Garage and obligations as stated herein. 11. Events of Default. Each of the following shall be an"Event of Default"under this Lease: (a) Tenant fails to make any payment of Rent when due; (b)Tenant fails to cure Tenant's breach of any provision of this Lease,other than the obligation to pay Rent,within thirty(30)days after notice thereof to Tenant; (c) Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant which is not otherwise dismissed within thirty (30) days of its filing; (d) Tenant transfers or assigns this Lease or subleases any of the Parking Spaces in violation of this Lease; (e)Tenant violates any of the Rules set forth in Section 20, as the same may be amended or modified from time to time, and thereafter fails to cure such violation within thirty (30) days after receipt Landlord's notice thereof, or (f) Tenant uses the Parking Spaces and/or the Parking Garage for any reason other than the Permitted Use (as defined in Section 13, below) and Tenant fails to cease such use within thirty (30) days receipt of Landlord's notice thereof. Notwithstanding anything to the contrary,in the event any Event of Default necessitates emergency action as reasonably determined by Landlord,then the foregoing 30-day time period shall not apply and Landlord shall have the option (but not the obligation) to immediately cure such Event of Default. Each of the following shall be an"Event of Default"under this Lease: (a) Landlord fails to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed, and the Landlord fails to remedy the same within thirty(30) days after notice from Tenant. If the Tenant's or Landlord's Event the Default is of such a nature that it cannot be reasonably cured within the foregoing thirty(30)day period,the defaulting party shall be entitled to a reasonable period of time under the circumstances in which to cure said default,provided that the defaulting party diligently commences such cure within the foregoing 30-day period and thereafter proceeds with the curing of the default. 12. Remedies. Upon an Event of Default by Tenant which is not timely cured within the timeframes set forth above,in addition to all remedies provided by law, Landlord may: (a) Accelerate and declare the Rent for the remainder of the Term which sum shall be forthwith due and immediately payable by Tenant upon written notice from Landlord; (b) Terminate this Lease,in which event Tenant shall immediately surrender the Parking Spaces to Landlord, and Landlord thereafter may immediately commence using the Parking Spaces,reletting 6 259421v3 the Parking Spaces or doing whatsoever with the Parking Spaces as Landlord elects, in Landlord's sole and absolute discretion. (c) Landlord may,but shall have no obligation to,perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Tenant to Landlord within thirty (30) days of rendition of a bill or statement to Tenant therefor together with reasonable supporting documentation). (d) Cure such Event of Default, and if Tenant,in doing so,makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Landlord to Tenant within thirty(30)days of rendition of a bill or statement to Landlord therefor(together with reasonable supporting documentation). Notwithstanding anything to the contrary set forth above, all rights and remedies of Landlord and Tenant under this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity. 13. Permitted Use. Tenant may use the Parking Spaces only for the parking of cars, motorcycles and other ordinary passenger vehicles (including pick-up trucks, vans and sport utility vehicles) by members of the general public and the City of Boynton Beach and Tenant may charge the general public for said parking (the "Permitted Use"). In no event shall Tenant cause or permit the City of Boynton Beach to park any vehicles owned or maintained by the City of Boynton Beach within the Parking Garage which are used in connection with the City of Boynton Beach's transportation or storage of any Hazardous Materials (as defined below). In no event shall Tenant use or promote the use of the Parking Spaces for any use or purpose other than the Permitted Use. Along with the use of the Parking Spaces, subject to the terms and conditions of this Lease and the reasonable rules and regulations promulgated by Landlord,Landlord hereby grants Tenants and its agents,employees,contractors,guests,tenants,licensees, invitees, and customers (collectively, the "Tenant Parties'), at no cost or expense to any of the foregoing parties, the non-exclusive right to utilize the Access Areas. Landlord acknowledges and agrees that the foregoing right of the Tenant and Tenant Parties to reasonably utilize the Access Areas shall remain in full force and effect throughout the duration of the Term(as the same may be extended). Tenant represents and warrants to Landlord that throughout the duration of the Term of this Lease, Tenant shall: (i)use its commercially reasonable efforts and good faith to monitor and control the Parking Spaces to ensure that the Parking Spaces are being utilized solely for the Permitted Use; (ii)not interfere with or diminish the use of the Parking Garage by the Landlord or any Landlord Parties or others properly utilizing the Parking Garage; (iii) take commercially reasonable measures to prohibit littering, loitering, any unauthorized signage/postings, loud music, unauthorized sale of goods, unauthorized disposing of food or garbage, and unauthorized storage of any vehicle or personal property (other than may be approved by Landlord in writing) within the Parking Spaces or Access Areas; and (iv) adopt and implement enforcement measures in furtherance of the foregoing, consistent with the terms and conditions of this Lease; provided that, the Tenant shall not have and shall not be required to have any person on site to comply with the foregoing. For the purposes of this Section 14, "Hazardous Materials"shall mean any petroleum,petroleum products, petroleum-derived substances, radioactive materials, hazardous wastes, polychlorinated biphenyls, lead based paint, radon, urea formaldehyde, mold, asbestos or any materials containing asbestos, and any materials or substances regulated or defined as or included in the definition of"hazardous substances," "hazardous materials," "hazardous constituents," "toxic substances," "pollutants," "contaminants" or any similar denomination intended to classify or regulate substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any applicable legal requirements relating to the injury to,or the pollution or protection of human health and safety or the"environment"(which term shall mean any surface 7 259421v3 or subsurface physical medium or natural resource,including, air,land, soil, surface waters,ground waters, stream and river sediments, and biota). 14. Liens. The interest of Landlord in the Parking Spaces and the Parking Garage shall not be subject in any way to any liens for any work, materials, improvements or alterations to the extent such work, materials, improvements or alterations are furnished or made by or on behalf of Tenant. This exculpation is made with express reference to Section 713.10, Florida Statutes. If any lien is filed against the Parking Spaces or the Parking Garage for work,materials,improvements or alterations claimed to have been furnished to, or made by Tenant, Tenant shall cause such lien to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within ten (10) days after notice to Tenant. The foregoing shall not apply to work, materials, improvements or alterations required to be furnished, made by, or on behalf of the Tenant by the Landlord under the terms of this Lease. 15. Subordination. Tenant agrees to reasonably negotiate and execute a subordination, non- disturbance and attornment agreement with Landlord's first mortgage lender within ten (10) days of Landlord's written request of the same. The CRA Director is authorized to execute such agreement in consultation with the Tenant's attorney. Prior to the Lease Commencement Date, the Tenant agrees to review any request of the Landlord's first mortgage lender to alter a provision herein and,in consultation with the Tenant's attorney, the CRA Director shall agree to alter such provision if the alteration does not have a direct material adverse affect on the Tenant. 16. Assignment/Sublet. Tenant shall not assign this Lease or license or sublet all or any portion of the Parking Spaces without the prior written consent of Landlord, which consent may be granted or denied in Landlord's sole and absolute discretion.Notwithstanding the foregoing, subject to the terms and conditions of this Lease, Tenant shall have the right, without Landlord's prior written consent, to sell individual daily,weekly, or monthly parking passes to the general public for the use of the Parking Spaces for use consistent with the Permitted Use set forth in this Lease (each a"Parking Pass"). Each Parking Pass and all rights of the parties thereunder shall be subject to and subordinate to this Lease. Upon request from Landlord, Tenant shall promptly provide a list of any and all holders of any Parking Pass and the effective period of such Parking Pass. Prior to substantial completion of the Parking Garage, this Lease may be assigned, without the prior written consent of Tenant, by Landlord to an entity that is managed by Landlord's key principals, Jeff Burns and Nicholas Rojo. After substantial completion of the Parking Garage, Landlord shall have the right to assign or sublease this Agreement to any third party without the consent of Tenant. 17. Alterations. (a) By Landlord. Landlord may modify, alter or change the Parking Garage in any manner or in any fashion as deemed advisable by Landlord, in its sole discretion; provided such modification, alterations or change does not materially and adversely impact the Tenant's access to and/or use of the Parking Spaces or non-exclusive use of the Access Areas. Landlord may place parking identification signs or such other signage as deemed advisable by Landlord, in its sole discretion. All alterations by Landlord must comply with applicable law, Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Regulations). (b) By Tenant. Tenant shall not make any improvements,modifications or alterations to the Parking Spaces or the Parking Garage, whether temporary or permanent, without the prior written consent of Landlord, which consent may be granted or denied in Landlord's sole and absolute discretion. Notwithstanding the foregoing, subject to the express terms and conditions set forth below, Tenant shall, at Tenant's sole cost and expense,install certain removable fixtures,such as parking meters,electronic vehicle charging stations, safety monitoring equipment, and signage within the Parking Spaces as deemed 8 259421v3 reasonably necessary for Tenant's operation of the Parking Spaces or other signage in the Access Areas in compliance with applicable law and approved by Landlord in writing, which approval shall not be unreasonably delayed(the "Permitted Alterations"). Landlord may withhold its approval to any Permitted Alterations in the event that Landlord reasonably determines that the proposed Permitted Alteration: (i) may impede or otherwise impair Landlord's operation of the Parking Garage or diminish the value of the Parking Garage; (ii) may not be easily removed or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, or removal; (iii) may increase Landlord's liability or insurance premiums for the Parking Garage; (iv)is otherwise inconsistent with the standards for other similarly situated or comparable parking garages in Palm Beach County, Florida; (v)includes a structural alteration; (vi) includes an exterior change outside the Parking Spaces and Access Areas or change to the exterior of the Parking Garage (except for exterior signage indicating public parking at the Parking Garage in compliance with applicable law and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed); or (vii) is not in compliance with applicable law. Prior to Tenant's commencement of the installation of any Permitted Alterations, Tenant shall provide Landlord with: (i)plans, specifications, and proposed renderings of the Permitted Alterations; and (ii) Tenant's proposed contractor to be engaged in connection with the installation of the Permitted Alterations. Tenant's plans, specifications,renderings,and proposed contractor shall be subject to Landlord's prior review and approval consistent with the foregoing. All improvements, modifications or alterations by or on behalf of Tenant (including Permitted Alterations) shall be fully coordinated with Landlord and all such improvements, modifications or alterations shall be done in a good and workmanlike manner, lien free, and in accordance with applicable law. Any damage to any part of the Project that occurs as a result of any improvements, modifications or alterations by or on behalf of Tenant shall be promptly repaired by Tenant to the reasonable satisfaction of Landlord. In all events, prior to the commencement of the installation of any Permitted Alterations or other permitted improvements, modifications, or alterations by or on behalf of Tenant, Tenant's contractor shall provide Landlord with a copy of its insurance policy which shall meet the criteria set forth in Section 9, above, and which shall name Landlord and Landlord's mortgagee as additional insureds and shall be evidenced by endorsement. Tenant, at Tenant's option, shall have the right to remove any and all Permitted Alterations or other permitted alterations, modifications, or improvements made by or on behalf of Tenant and replace same with similar quality, purpose and functionality.Notwithstanding the foregoing,at the time that any Event of Default exists(after the expiration of all applicable cure periods), Tenant shall not be permitted to remove any such Permitted Alterations or other permitted alterations, modifications or improvements unless Landlord requires removal thereof.In the event Tenant is entitled or required to remove such Permitted Alterations or other alterations, modifications or improvements, then prior to the expiration or earlier termination of the Term (or as may be extended), Tenant, at Tenant's sole cost and expense, shall remove, or cause to be removed, each of the Permitted Alterations or other alterations, improvements or modifications, and repair, or cause to be repaired, all damage resulting therefrom with reasonable wear and tear excepted. Tenant shall cause all Permitted Alterations, as applicable, to be separately metered at Tenant's sole cost and expense, and Tenant shall pay directly to the utility provider all amounts due and payable in connection with the use and installation of such Permitted Alterations,including,without limitation,usage fees,tap-in fees,and meter installation costs.All alterations by Tenant must comply with Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Regulations). 18. Holdover Rent. Without limiting Landlord rights and remedies, if Tenant holds over in possession of the Parking Spaces beyond the end of the Term (or as may be extended)during the holdover period then Rent will be pro-rated to a monthly amount and doubled the amount of the Rent due and payable for the last month of the Term. In addition, Tenant shall be liable to Landlord for all damages in the event Tenant holds over beyond the expiration of the Term that Landlord may suffer by reason of any holding over by Tenant. 9 259421v3 19. Waiver of Jury Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH OR ARISING FROM THIS LEASE. 20. Broker. The parties each represent and warrant to the other that no real estate broker, salesman, finder or agent was involved in the procurement or negotiation of this Lease. 21. Prevailing Party. The prevailing party shall be entitled to collect from the non-prevailing party all reasonable attorneys'fees and expenses,incurred by such prevailing party in the interpretation and enforcement of any provision of this Lease, the collection of any sums due to said prevailing party under this Lease, and/or in any action brought by the prevailing party hereunder. Such costs shall be reimbursed regardless of whether litigation is commenced. 22. Rules and Regulations. Tenant shall at all times abide by any rules and regulations ("Rules") for use of the Parking Garage,including the Parking Spaces, that Landlord or Landlord's garage operator reasonably establishes from time to time, and otherwise agrees to use the Parking Garage and the Parking Spaces in a safe and lawful manner that does not interfere with or diminish the Parking Garage by Landlord's other tenants. Landlord reserves the right to adopt,modify and enforce the Rules governing the use of the Parking Garage,including the Parking Spaces,from time to time including any key-card, sticker or other identification or entrance system;provided that,such adoption,modification,and enforcement does not materially and adversely affect Tenant's and the general public's access to the Parking Spaces and Access Areas or materially increase Tenant's Percentage Share unless such modification is required by an applicable law. If the Rules are reasonably posted at the Parking Garage, Landlord may refuse to permit any person who violates such Rules to park in the Parking Garage, including the Parking Spaces, and any violation of the Rules shall subject the car to removal from the Parking Garage and the Parking Spaces. If Tenant violates any of the Rules and such violation continues for or is not cured within five (5) days following notice from Landlord then, in addition to all other rights and remedies available to Landlord at law, in equity, and under this Lease, Landlord shall have the right to remove from the Parking Garage, including the Parking Spaces, any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such violation,without liability for any damages caused to such vehicle in connection with such removal. 23. Casualty and Condemnation. If, during the Term (as the same may be extended), the Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall be condemned, taken by eminent domain, materially damaged or destroyed by fire or other casualty, then Landlord shall have the option to terminate this Agreement upon written notice to Tenant whereupon this Lease shall immediately terminate and be deemed of no further force and effect and Landlord and Tenant shall be released of all obligations and liabilities arising after such termination(except for such obligations and liabilities expressly identified herein as surviving the termination of this Lease); provided that, if this Lease is terminated under this provision, all Rent paid in advance by Tenant applicable to the period of the Term after the termination of the Lease shall be refunded upon a pro-rata basis based on the date of termination. In the event Landlord does not exercise the foregoing termination option,then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces, to working condition; provided, however, Landlord shall only be obligated to restore the Parking Garage to the extent that Landlord actually receives insurance proceeds or condemnation awards sufficient to enable such restoration. If Landlord: (i)fails to restore the Parking Garage within two (2)years after the occurrence of such casualty; and (ii) Tenant's access to and use of the Parking Spaces is materially and adversely impacted,then Tenant shall have the right to terminate this Lease upon thirty(3 0)days'notice to Landlord; provided that,if this Lease is terminated under this provision,all Rent paid in advance by Tenant applicable 10 259421v3 to the period of the Term after the termination of the Lease shall be refunded upon a pro-rata basis based on the date of termination. Landlord shall not be liable to Tenant for any inconvenience, loss, or damage suffered or incurred by such party by reason of any such condemnation,damage or destruction or the repair and restoration of the Parking Garage or any portion thereof by reason of such condemnation, damage or destruction. If any portion of the Parking Garage (including any fixtures, equipment and personal property therein) or any Parking Space is damaged or destroyed due to any act or omission of Tenant, Tenant shall be solely responsible for all costs and expenses of restoration, repair and replacement of any damaged or destroyed property, and shall pay such costs and expenses upon demand. 24. BindingEffect.ffect. This Lease is binding on the parties and their heirs, legal representatives, successors and permitted assigns, subject to the limitations set forth herein. 25. Recitals. The Recitals at the beginning of this Lease are incorporated herein as true and correct statements and binding on the parties. 26. No Recording.Neither this Lease nor a memorandum thereof or similar document may be recorded in the public records and any attempt to do so shall be of no effect whatsoever and may be terminated of record by an instrument executed solely by Landlord, or its successors or assigns. 27. Sales Tax Exemption. Notwithstanding anything to the contrary set forth in this Lease, so long as Tenant obtains and provides a true, correct, and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Landlord contemporaneously with Tenant's execution and delivery of this Lease, Tenant shall be exempted from paying sales tax under this Lease. Tenant shall,not later than thirty(30)days before the end of each calendar year throughout the Term provide to Landlord an updated sales tax exemption certificate from the Florida Department of Revenue to establish Tenant's exemption from sales tax for the upcoming year. In the event that,at any time during the Term, Tenant no longer holds a valid sales tax exemption certificate from the Florida Department of Revenue or it is determined by the Florida Department of Revenue that sales tax is otherwise due on the amounts payable by Tenant under this Lease for any reason whatsoever, then Tenant shall be liable for all sales taxes due under this Lease and shall promptly remit same to Landlord. Tenant may,upon written notice to Landlord, request that Landlord contest any such taxes, assessments and other charges that Tenant reasonably determines, in its good faith judgment, are not appropriate or applicable Landlord may elect,but shall not be obligated, to accept any request by Tenant to contest such taxes, assessments and/or other charges. In the event Landlord elects to accept Tenant's request, Tenant shall reimburse Landlord for all actual costs and expenses incurred by Landlord in connection with contesting such taxes, assessments and/or other charges on Tenant's behalf(including, without limitation, reasonable attorneys' fees) within thirty (30) days of Landlord's written demand therefor. Notwithstanding any pending tax or assessment contest, Tenant shall be obligated to pay,when and as due under this Lease, all taxes, assessments or other charges so contested.Tenant's obligation to pay any taxes, assessments and/or other charges under this Lease shall not be contingent upon the resolution of any such tax contest. Landlord shall provide the Tenant with a credit for all taxes, assessments and other charges which are awarded to Landlord in such tax contest to the extent applicable to Tenant's Percentage Share. 28. Entire Agreement and Severability. This Lease contains the entire agreement between the parties hereto regarding the Parking Garage and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. This Lease shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out of,or in any way connected with this Lease shall be Palm Beach County,Florida. If any term or provision of this Lease or application thereof to any person or circumstance shall, to any extent,be found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or 11 259421v3 unenforceable, shall not be affected thereby and each term or provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 29. Force Majeure. If by reason of Force Majeure, it is impossible for the Landlord or Tenant in whole or in part, despite commercially reasonable efforts, to carry out any of its obligations contained herein (except for the payment of monies or Rent), the Landlord or Tenant shall not be deemed in breach of its obligations during the continuance of such Force Majeure event. Such Force Majeure event does not affect any obligations of the Landlord or Tenant other than the timing of performance of such obligations. The term "Force Majeure" as used herein means any of the following events or conditions or any combination thereof. acts of God, acts of the public enemy, riot, insurrection, war, act of terrorism, pestilence, archaeological excavations required by law, unavailability of materials, epidemics (including, without limitation, cases of illness or condition, communicable or non-communicable, caused by bioterrorism, pandemic influenza, or novel and highly infectious viruses, agents or biological toxins), epidemics,pandemics (such as COVID-19 and variations thereof), disease, quarantine restrictions, freight embargoes, fire or other casualty, lightning, hurricanes, earthquakes, tornadoes, floods, abnormal and highly unusual inclement weather(as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Lease; or acts, or failure to act, of any governmental authority. 30. Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from Palm Beach County's public health unit. 31. Non-Discrimination. The parties agree that no person shall, on the grounds of race, color, sex, age,national origin, disability,religion, ancestry, marital status, sexual orientation, or gender identity or expression, be excluded from the benefits of, or be subjected to any form of discrimination under any activity carried out by the performance of this Lease. 32. Construction.No party shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus,the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. 33. Exhibits.Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. 34. Public Entity Crimes. As provided in section 287.133, Florida Statutes, by entering into this Lease or performing any of its obligations and tasks in furtherance hereof,Landlord certifies that,to its knowledge,it,its affiliates,suppliers, subcontractors and consultants who will perform hereunder,have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by section 287.133 (3)(a),Florida Statutes. 35. Palm Beach County Inspector General. Palm Beach County has established the Office of Inspector General in Palm Beach County Code, Section 2-421 - 2-440, as may be amended. The Inspector 12 259421v3 General's authority includes,but is not limited to, the power to review past,present and proposed Tenant contracts,transactions, accounts and records,to require the production of records, and to audit,investigate, monitor, and inspect the activities of the Tenant and its agents in order to ensure compliance with Lease requirements and detect corruption and fraud. Failure to cooperate to the extent required by applicable law with the reasonable requests of the Inspector General or intentionally interfering with or impeding any investigation may result in sanctions or penalties as set forth in the Palm Beach County Code. 36. Exclusion of Third Party Beneficiaries.No provision of this Lease is intended to, or shall be construed to,create any third parry beneficiary or to provide any rights to any person or entity not a parry to this Lease,including but not limited to any citizens,residents or employees of the Landlord or Tenant. 37. Counterparts. This Lease shall be executed in counterparts,each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. 38. Time of Essence.Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 39. Compliance. Each of the parties agrees to perform its responsibilities under this Lease in conformance with all applicable laws,regulations and administrative instructions that relate to the parties' performance of this Lease.Landlord shall at all times have the proper business licenses required of the City of Boynton Beach for the operation and leasing of the Parking Garage. Tenant warrants and covenants to Landlord that it shall not perform any act (or refrain from performing any act) within the Parking Garage that would jeopardize,rescind,or invalidate the validity of the applicable business licenses required for the operation and leasing of the Parking Garage. In furtherance of the foregoing, Tenant agrees that it shall promptly cooperate, assist and act in good faith with Landlord in order to facilitate Landlord's obtaining and maintaining all required business licenses requested by Landlord for the operation of the Parking Garage and shall not take any action or inaction to prevent such licenses from being issued, rescinded or revoked. Subject to Tenant's foregoing covenants, Landlord is solely responsible for obtaining all applicable governmental approvals related to the operation of the Parking Garage; provided, however, Tenant shall be responsible to obtain all permits and governmental approvals related to its use of the Parking Spaces and any permitted alterations or improvements undertaken by or on behalf of Tenant(including the Permitted Alterations). [SIGNATURES ON FOLLOWING PAGE] 13 259421v3 IN WITNESS WHEREOF, the parties have executed this Lease as of this day of ,2022. LANDLORD: BB QOZ,LLC, a Florida limited liability company By: Print Name: Jeffrey Burns Its: Manager WITNESSES: WITNESSES: (1) (2) Print Name: Print Name: TENANT: THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: By: Witness: Print Name: [Note to counsel: please advise what additional signatures are necessary] Approved for legal sufficiency: Approved for financial sufficiency: By: By: City Attorney Financial Services Director 14 259421v3 EXHIBIT A Property Description The land referred to herein below is situated in the County of Palm Beach, State of Florida,and is described as follows: PARCEL 1—508 E.Boynton Beach Boulevard,Boynton Beach,Florida 33435 (PCN: 08434528030010060) PARCEL 2—NE 4"Street,Boynton Beach,Florida 33435 (PCN: 08434528030010080) PARCEL 3—NE 1st Avenue,Boynton Beach,Florida 33435 (PCN: 08434528030010100) PARCEL 4—115 N.Federal Highway,Boynton Beach,Florida 33435 (PCN: 08434528030060010) PARCEL 5—511 E. Ocean Avenue,Boynton Beach,Florida 33435 (PCN: 08434528030060100) PARCEL 6—515 E. Ocean Avenue,Boynton Beach,Florida 33435(PCN: 08434528030060111) PARCEL 7—529 E.Ocean Avenue,Boynton Beach,Florida 33435 (PCN: 08434528030060120) 259421v3 EXHIBIT B Parking Garage Floor Plan 259421v3 EXHIBIT C Base Building Improvements The Parking Garage consists of a park-on-grade precast(or post-tension) concrete stand-alone parking structure with elevator, stairwells, and mechanical, electrical, and plumbing engineering as required by applicable laws, codes, and ordinances. 259421v3 EXHIBIT D Base Rent [Note: to be discussed with client and City] 259421v3 Purchase and Development Agreement and Tax Increment Revenue Financing Agreements Summary of Developer's Proposed Terms - 115 N. Federal Highway • The Proiect o To be Constructed consistent with Conceptual Site Plan, which may be amended without CRA approval except as to the Required Elements o Required Elements ■ Area Median Income ("AMI") shall mean the Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development or the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, as determined by the Lender. If the Lender does not make a determination, the Developer shall use the City of Boynton Beach Area Median Income, provided that; (a) the City publishes AMI levels on a regular (annual) basis, (b) the AMI levels are made readily available to the general public and (c) the City utilizes the same calculation methodology as does the Department of Housing & Urban Development. ■ Rental Apartment Building including a minimum of 236 rental units subject to the following: The units shall be rented in accordance with the following ratio (regardless of how many units are constructed) • Tier One: 3.8% of the total rental units to tenants that earn up to 80% of the AMI; • Tier Two: 22.6% of the total rental units to tenants that earn up to 100%of the AMI; • Tier Three: 23.6% of the total rental units to tenants that earn up to 120% of the AMI; • Tier Four: the remaining total rental units shall be unrestricted. • Tier One,Tier Two, and Tier Three units shall be the Restricted Units. If necessary, and if consented to by Developer in Developer's sole and absolute discretion, the total rental units and affordability requirements may be adjusted as may be required in order to meet the minimum code requirements of the City of Boynton Beach's Workforce Housing Program, provided that at no time shall the sum of Tier One, Tier Two and Tier Three units be less than 50%of the total rental units, • Affordability Restrictions 0 15 years following Construction Completion (the "Affordability Term"). 0 10% of the Restricted Units (in the same tier proportion as set forth in Section 3.3.1.1 hereof, shall remain in effect for an additional 10 years following the expiration of the Affordability Term. ■ A minimum of 16,800 feet of commercial space (e.g. restaurant, retail, and office) ■ A minimum of 150 public parking spaces which shall remain open to the public in perpetuity, subject to a Lease Agreement to be executed between the Parties, in a form substantially similar to the Lease Agreement attached hereto as Exhibit "D" (the "CRA Spaces"), in addition to the amount of parking spaces needed for the residential and commercial components of the Project.Although the CRA Spaces are separate from the parking spaces that 01616627-1 1 are designated for the residential and commercial uses, the CRA Spaces shall be included in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses with the minimum code requirements of the City of Boynton Beach. • Development Timeline—Below is Developer's proposed Project Timeline. o Effective Date is the date the last party to the Agreement executes the Agreement o Application for Site Plan to be submitted within 180 days/6 months of the Effective Date o Land Use Approvals Received - No Deadline in the Agreement for receipt of the Land Use Approvals ■ Developer will "diligently and continuously pursue" site plan approval and all other required Land Use Approvals ■ Land Use Approvals = all required site plan, zoning, platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property. o Closing Date—within 36 months/3 years after receipt of Land Use Approvals ■ Ability to extend for 2 twelve (12) month periods subject to CRA approval which shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith and due diligence o Evidence of financing for the Project—to be provided within 10 days of receipt but no later than Closing Date o Commencement of Construction —within 36 months/3 years of the Closing Date ■ Ability to extend for 12 months subject to CRA approval which shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith and due diligence to achieve Commencement of Construction. o Completion of Construction -Temporary Certificate of Occupancy shall be issued within 36 months/3 years of Commencement of Construction ■ Ability to extend for 12 months subject to CRA approval which shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith and due diligence to obtain temporary certificate of occupancy o Final Certificate of Occupancy— no deadline ■ Developer shall use good faith and due diligence to obtain final certificate of occupancy 01616627-1 2 • Terms of Purchase and Development Agreement o Price - $100.00 o Deposit -$10,000.00 o Conditions to Close— Receipt of Land Use Approvals—defined as site plan, zoning, platting/replatting, and building permits and approvals necessary to construct the Project on the Property. o Closing-to Occur within 36 months/3 years after receipt of Land Use Approvals, with potential extensions as discussed above. o Tenants ■ Purchaser will assume all leases ■ Hurricane Alley- PURCHASER acknowledges that a current tenant of the Property is Hurricane Alley ("HA Tenant"). PURCHASER shall use reasonable efforts to relocate HA Tenant to the Project and shall use reasonable efforts to work with HA Tenant to phase construction activities of the Project in order to minimize (in the exercise of commercial reasonableness) the timeframe between demolition of the HA Tenant's current premises and construction and delivery of HA Tenant's new premises within the Project. o Reverter ■ Property will revert to CRA if Purchaser fails to Commence Construction as provided for in the Agreement—within 36 months/3 years of Closing Date. ■ CRA will pay Purchase Price ($100.00) and the amount of out-of-pocket pre- development and development costs incurred by Buyer— professional services costs o Termination ■ Default By Purchaser prior to Closing—CRA may terminate the Agreement ■ Default by Purchaser after Closing- Reverter o Assignment ■ Purchaser may assign contract to related third party without CRA consent ■ Assignment to unrelated third party requires CRA consent o Miscellaneous Provisions ■ Force Majeure— written to includes pandemics ■ Operation of Property— no new leases, renewals or extensions without Purchaser Approval 01616627-1 3 • Terms of the TIRFA o The Project— requires construction of the Project as set forth above pursuant to the Development Timeline above o Public Benefits— ■ Job Fairs and Apprenticeships- Prior to and during the construction of the Project Developer shall: • Host 2 job fairs within City of Boynton Beach • Include requirements in contracts with contractors that contractors use good faith efforts to participate in an apprenticeship program ■ Green Building—achieve National Green Building Standards Bronze certification o Tax Increment Revenue ■ Amount - 100%of Project related Tax Increment Revenue ■ Term— 15 years o Default by Purchaser ■ Developer is not entitled to payment of Tax Increment Revenue for any period during which it is in default ■ Once a default is cured, Developer is eligible to receive its Tax Increment Revenue for the remaining years of the 15-year term ■ CRA cannot terminate if Developer in default, however, Agreement automatically terminates after 15-year term o Termination—Agreement automatically terminates: ■ Upon last disbursement of Tax Increment Revenue due to Developer ■ Upon expiration of the 15-year term ■ Upon failure to Commence Construction o Assignment ■ The Agreement may only be assigned in its entirety ■ Prior to Completion of Construction • Assignment to a related entity or the Lender-without CRA consent • Assignment to unrelated party—CRA consent ■ After Completion of Construction, provided Developer is not in default • Assignment to any party- without CRA consent but requires 30 days notice o Subordination — The CRA shall administratively amend this Agreement (without requirement of CRA board approval) as may be reasonably required by the Lender, provided that such amendment pertains solely to non-material terms of this Agreement and is for the purpose of complying with Lender requirements in order to effectuate Financial Closing. If any required amendment by the Lender would have a material effect on the terms and conditions set forth in this Agreement, then such amendment shall require CRA board approval, not to be unreasonably withheld, conditioned or delayed. 01616627-1 4 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Mr. Morris, explained in Delray Beach, he competed against 26 other companies and he personally signed a $76 M construction loan and finished an $8.5M parking garage, gave it to the City and they were given a $2.5M piece of land. He and a subsidiary of BlackRock are getting ready to sell that property for $165 million. He did the same thing in Boca at Palmetto Park, and he and his wife signed personally with Deutsche Bank. The project was incredibly successful. He did the same thing in Sarasota. Each one of those projects were mid-block projects. He was not saying they should not acquire the edges. If they got Kim Kelly's property, he would keep it and build around it His point was he had three major projects, but thought they should keep the playing field level. Chris Roberts, 70 Heather Trace Drive, supported issuing the RFP. Chair Grant explained the main reason he wanted the seven acre or larger project is because he did not want to see an apartment rental complex with retail on the bottom. He wants office space, condos and a hotel, not residential. They are missing Class-A office space. Attorney Duhy explained the item before the Board is the LOI. The Board can reject or accept it. If accepted, they will publish notice for 30 days of their intent to dispose and during that time, others can submit additional letter requests or proposals to purchase the property to be brought back to the Board for consideration. The RFP is a document that sets standards the Board established of what they require to be provided by whomever is interested. It is another notice to the public of the Board's intent to develop the property. It has a deadline and during the period of preparing their proposals and submitting prior to the Board's consideration, there is a cone of silence. The LOI would have to be voted on in September. Vote There was a vote in favor of rejecting the LOI from Hyperion. The motion passed 3-2 (Vice Chair Hay and Chair Grant dissenting.) 16E Discussion and Consideration of a Draft RFP/RFQ for the CRA Project Located at 115 N. Federal Highway. (Heard out of Order) Motion Board Member Romelus moved to remove Item 16E from the Table. Board Member Katz seconded the motion. The motion passed unanimously. Chair Grant noted they did not update the timelines for this RFP. Mr. Simon stated the item sat frozen on the table. He suggested pushing everything out a month. Instead of issuing an RFP/RFQ on June 18th, he suggested issuing it July 19th or the 20th. 19 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Romelus thought this would be the time to incorporate other language to the RFP and asked what is the proper way to request financial viability from respondents. She thought it was a gray area a condition could address. Attorney Duhy explained the issue is a public records issue. There is a way to the information the Board needs, which is done regularly. Board Member Romelus thought to protect the interests of the respondent, the CRA could hire a consultant to vet each candidate. Attorney Duhy explained it may be possible, but she would need to see an example. She thought certain groups, private or public, working for or hired by the CRA, could apply, but she would have to research that process and whether or not the public records would attach to the private company. Board Member Romelus asked if the consultant could say they provided these documents and give a yes or no answer about the respondent's financial liability not that they have to show or issue documents that would then become public record. Attorney Duhy explained if they required a private audit of the respondent's financials and they hire them and they provide the Board with the auditor's response, the auditor's work is not a public record. The public records law attaches when the CRA hires a private corporation to do work for the CRA. There are ways to achieve that end to put the burden on the applicant, but she had a concern it could make those records public, notwithstanding the Board does not want to see them. They may be able to request them from the proposers. Mr. Simon explained staff intended to bring forward the idea, when the RFP was released to have a third-party entity assist in the evaluation process from a sufficient/insufficient response to the Board. In past RFPs, during the RFP preview process, the documents submitted by the respondents are private during the Board's deliberation until a respondent was selected and the RFP process was completed. At that time, all of the respondents' documents become public. During the process, Ms. Nicklien would send a Board view and a public view, which affords some confidentiality for the respondents. Pertinent information according to the public records law may be redacted. Confidential information comes in a sealed package. Mr. Simon feels confident they would obtain a third party for a review as other municipalities have the same process. Board Member Romelus requested including that provision in the RFP. Attorney Duhy spoke about confidentiality and noted there are two different levels. Level 1 is there is certain business data they would not ask for, because the CRA would not want, nor would any business want to give to be a public record. When she was discussing hiring a third party to review those records and make them public, it could be a problem. What Mr. Simon is discussing is when they decide the package of information, which Mr. Simon knows what is needed and which he has seen before, that they do submit, it can be given to a third party and that no one is worried about it becoming a public record in the first place, and they can vet it. She wanted to clarify how to make a distinction about the appropriate documentation to provide to demonstrate financial capability, and there are documents, no one would want to provide, so you would not want to hire an auditor to say give them those records, look at 20 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 it and then give an opinion, versus what Mr. Simon said which is this is fine, all agree to provide it, it remains confidential during the process, and you can give it to an auditor to become public. Board Member Romelus thought they could craft an RFP that would have language that would allow respondents to show financial viability, while allowing them to maintain privacy. Chair Grant stated they could ask for a loan commitment letter or guarantee. Mr. Simon explained the information about financial capability is not only centered on the proposer's ability to borrow money or find investor money, a detailed breakdown of the construction and the proposed redevelopment costs is required. It talks about the previous use of funding subsidies and qualified contractors, current audited financial statements, which includes balance sheets, and a three-year statement of past income, which would be in the confidential letter. They would want to receive verification from a third-party lending institution that the respondent has done business with them before or have discussed the project with them and while not guaranteeing a financial commitment, they would provide a more direct connection to the project, developer and the loan. Board Member Romelus favored seeing the former. She wanted the funds and every single cent broken down. Mr. Simon advised it requires a written statement of acquiring the property, what it is for, and the details of the acquisition as well. Attorney Duhy explained an RFP is at the Board's discretion. The process applies in terms of the cone of silence, the time periods, considering them a certain way, and sending required elements. She pointed out that since the GRA is doing everything for the CRA and for the public benefit, the RFPs are written fairly broadly to allow for variety, where there are a lot of variables. Once the CRA set the standards, the Board must apply them, but there as much flexibility as they want in which standards they set. Chair Grant wanted a change in Item 13C regarding parking spaces, that they will provide least 150 parking spaces and not approximately 150 parking spaces. He wanted to include a pre-apprenticeship program with Item K. One problem with the Town Square was the community did not have the skills required to work at the construction site. If the developer is able to create a pre-apprenticeship with a local non-profit, university or college, they can use the value of the program as part of the disposition of the sale of the property. They can use the sale and disposition of property in the CRA for items not contained in the CRA Comprehensive Plan She cautioned these have to be in the public interest and in the CRA District, based on the CRA plan, but there are economic opportunities that could justify the action. He wanted to see enhanced environmental features as part of the project. They are trying to combat climate change and be sustainable. They have their own Green Building Code, but he did not want to see them get the minimum. Board Member Romelus requested the building be connected to the City's Water Chiller Plant. Chair Grant did not know if it was possible, as tunneling under could be an issue. They can let that request be open ended and discussed. Mr. Simon explained items like fiber optics and reclaimed water are discussed during negotiations of the project when the builder is selected as there may be limitations the CRA would not know about. 21 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 He thought, as in the past, the list of components to include grows beyond a few things listed in the RFP that a developer can add. Those are items listed for post RFP development designs as well as water and sewer upgrades. Chair Grant wanted workforce housing included and noted with workforce housing, some funding would be provided. When the project is built, the developer will pay taxes and that is what subsidizes the workforce housing component. Mr. Simon explained the CRA would say it is required and the developer can propose the use of TIF funding, but not an amount, as there will be a variation. They may have someone willing to risk a larger range between the market and workforce rate and other developers may not. The CRA always has been open to assistance and incentives, but does not guarantee it up front. If the Board wants workforce housing, it does not have to specify how many units. Chair Grant proposed fund workforce housing through TIF for 10 years, where the CRA is able to enter into a contract for rent control as part of a contract. Mr. Simon asked if they would like to specify the range of area median income as the targeted workforce for the developer to work into the proforma. The maximum is 140%, but 120% is the HUD high. The lower the median income, the higher the subsidy. Chair Grant wanted to keep the range from 80% to 140% and have mixed-income capability in the downtown. Chair Grant commented the CRA got it right with 500 Ocean to use TIF to build out commercial, and the GRA has the ability to enhance commercial spaces. Attorney Duhy noted the CRA already says it has TIF available for funding for said listed items. Board Member Katz had no objections saying TIF would be available for any purpose, but he did not want developers to think they are entitled to TIF for a specific item. Mr. Simon recalled with 500 Ocean, they had to build office space above the retail. That was an item they settled on to justify the TIF. They did not buy the office space, like they are doing with Centennial, it just became part of the formula. They removed residential units to create that space and the TIF offset the rents they would have received from residential units. There was no way, to equate the monetary return they have provided in TIF to the cost in square footage, which is why he preferred it be as open ended as possible with regard to the Board's ability to negotiate how they want to use the TIF. The developer may or may not need it. If the Board leaves it open, the Board may come up with different ways to assist the developer. If the developer is providing the CRA with something the Board wants they would not normally do and the CRA wants to pay for it, that is part of the negotiations. Once they negotiate, the Board may find the developer would provide six things and the Board wants two, the CRA could pay for them, but the Board would not know that until the responses are received, see where the developers have read what was asked, and met with the City to ensure it meets Code. The Board has done a good job vetting what the community and the Board wants. He thought they would receive good responses. Attorney Duhy explained when presented to the Board, the members could ask specific questions and their willingness to accept specific components funded by the CRA during that phase during the process. Mr. Simon pointed out the Board could, during the presentations, ask for the elements the Board wants. They have to provide a checklist of what the CRA wants. Chair Grant 22 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 thought they should change the language regarding negotiating with adjacent property owners. Mr. Simon explained they could get approval from the Oyer's, between now and the release they will participate, contingent on certain things, but then the image to the developer will include what the developer would do with it. There is an option of what the CRA can control, and an option with the developer taking a larger piece. Chair Grant wanted to include properties the CRA is in negotiation with. Whatever properties they are negotiating with has to be in public and he wanted that included. Mr. Simon asked if the Board was using the HUD Area Median Income (AMI) or the Boynton Beach AMI and learned they would use the Boynton Beach AMI going forward. Chair Grant commented item 13F Consideration and incorporation of adjacent properties into overall project by providing evidence of site control, contractual commitment and inclusion of CRA properties. Chair Grant wanted to finalize the date. For proposed schedule the RFP/RFQ approval by CRA Board would be today, July 13, 2021, the issue date would be similar to July 23, 2021. The voluntary pre-submission meeting would be August 19, 2021. Question requests for clarification deadline is September 30th and submission deadline of October 19, 2021. They could hear presentations by the CRA Advisory Board in December and learned they could if the Board wanted to seek outside counsel regarding the vetting, they should be given 30 days. Chair Grant requested confirmation three different firms can vet the presentations and they would give examples of what and how they look at financial feasibilities and requirements for these types of proposals. They could provide a ranking in an evaluation and depending on the scope of work, they can provide services to help negotiate a contract. Staff can provide examples of their work from other jurisdictions. December 2nd would be the presentation to the Advisory Board and December 14th to the GRA Board. March 9th is the purchase and sale agreement, they would have a new CRA Board to deal with. There is a fifth Tuesday the CRA Board could have a special meeting on November 30th, which gives an extra meeting in December to discuss the matter. They will present to the CRA Advisory Board on November 4th based on design and on November 301h meeting, the CRA Board will have the financial report. Chair Grant requested a motion to approve the RFP as amended and to ensure financials are provided that can be vetted by an independent auditor, change Item 32C to at least 150, Item K is to include a pre-apprenticeship program, make a requirement of the project workforce housing with Boynton Beach AMI of 80% to 140%, make clear if it is available for inclusion for project, make a clarification to the RFP including properties other than the GRA to identify those that may be under negotiation with the CRA, amend the dates as discussed and include enhanced environmental features. Motion 23 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Penserga moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. 16. H Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue (Heard out of Order) Chair Grant requested a motion to remove Item H from the table. Motion Board Member Katz so moved. Board Member Romelus seconded the motion. The motion passed unanimously. Anthony Barber, 1920 S. Federal Highway, thanked his sister and four-year old son who was with him, for sitting through the proceedings so quietly. He submitted a letter regarding the Magnuson House for a restaurant concept based on a project he is involved in, in West Palm Beach. Troy's BBQ will celebrate 25 years on Sunday. They expanded in Boca, but were unsuccessful. On August 20th, he will expand into West Palm Beach with a restaurant concept as opposed to BBQ, that he wants to bring to Boynton. He has development partners who own 20 restaurants throughout Palm Beach, Dade and Broward Counties and they agreed to partner with him at the Magnuson House for a restaurant that would be called "Magnuson." The restaurant concept would use shipping containers with all outdoors seating and all outdoor cooking apparatus. They would model kitchens and restrooms with shipping containers for a turn. If they started tomorrow, he could open by next July and it would be a self-funded project. He was looking to the CRA for a purchase agreement with the CRA having first right of refusal of any sale, and/or assistance and funding if they cannot come to agreement on the terms of a sale. Chair Grant questioned if Mr. Barber was willing to pay the appraised value. Mr. Barber hoped not. He clarified the CRA has grant programs and opportunities for building, signage, and interior and exterior build outs. He was not looking for the CRA to give him the property. He was looking to enter into discussions with the CRA to come up with an agreement that works for both sides. He thought what could work was the Barber Family Company LLC provides the funding for the redevelopment of the property as long as the purchase of the property was in scale to the redevelopment. The CRA would spend the same amount of money either way. Chair Grant asked about parking and learned he would try to enter into a parking agreement with the City in the long term. In the short term, he would like to use parking for the Schoolhouse Children's Museum and Old High School.(Cultural Center) and from a land use agreement to the west of First Street or Avenue. Chair Grant explained the City has no control over the garages. Mr. Simon explained the Magnuson House was part of the sale to the City at the corner of NE1st and 1St by the fire station. There was a parking lot with 58 spaces. When the Shovel Ready project was approved, 36 or 38 paces were attached to it. The City is not 24 BOYNTO C D m,m,BEACH :: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD MEETING OF: July 13, 2021 OLD BUSINESS AGENDAITEM: 16.E. SUBJECT: Discussion and Consideration of a Draft RFP/RFQ for the CRA Project Located at 115 N. Federal Highway SUMMARY: At their meeting held on May 11, 2021, the CRA Board directed staff to finalize a draft Request for Proposal/Request for Qualifications (RFP/RFQ) to bring back to them for final approval. In addition to the standard requirements (e.g. financial capability and experience of the proposers, local hiring, proposal submittal timelines, etc.), elements to consider when formulating the project components and evaluation criteria listed in a for redevelopment of the 115 N. Federal Highway properties include but are not limited to the following (see Attachments I & II): • A mixed-use project providing retail, office, grocery, and residential units (including workforce housing if applicable); • Incorporation of public open spaces, plazas, publicly accessible WiFi, lighting and enhanced green spaces into the design including the preservation or expansion of Dewey Park; • Providing the opportunity and consideration for the CRA to fund the construction of public parking spaces over and above the amount required for the development itself; • Incorporation of multimodal accommodations and amenities into the Project's design; • Consideration of exterior design enhancements of proposed parking structures to ensure compatibility with the surrounding area; • Consideration of incorporating adjacent properties into the overall project; • Consideration of the overall design and positioning of key elements of the proposed project in recognition of the potential for a future commuter rail station on the west side of NE 4th Street; • Incorporation of a reverter clauses associated with CRA owned parcels; • Incorporation of first-right-of refusal clauses associated with CRA owned parcels; • Incorporation of terms for adherence to development timelines and property exchanges; • Experience in completing comparable development projects within markets similar to the project area as the proposing team; • Proposer's financial terms, purchase price, development and operating proforma; • Proposer's financial capacity to complete the proposed project; and, • Proposed plan or program (including monitoring mechanisms and apprenticeship) to use local contractors, sub-contractors, and laborers in the project. Proposed Schedule for RFP/RFQ: • RFP/RFQ approval by CRA Board (subject to legal review): June 8, 2021 • Issue Date of RFP/RFQ: June 18, 2021 • Voluntary Pre-Submission Meeting: July 15, 2021 • Question/Request for Clarification Deadline: September 2, 2021 • Submission deadline: September 21, 2021 • Presentation to the CRA Advisory Board: November 4, 2021 • Presentation of Proposals to the CRA Board: November 9, 2021 • Purchase and Development Agreement: February 8, 2022 BACKGROUND: At their December 8, 2020 meeting, the CRA Board discussed the pros and cons of entertaining one of the Letters of Intent submitted for the acquisition and redevelopment of the CRA owned property located at 115 N. Federal Highway. The CRA Board concluded that the Request for Proposals/Request for Qualification (RFP/RFQ) process would be the best way to solicit proposals while addressing the goals and objectives of the CRA Redevelopment Plan (see Attachment 111). Attachment IV provides a public comment log of comments received by staff regarding the redevelopment of the property. The CRA Board wanted to gather input from the community as to the future redevelopment project and finalized a list of 10 questions to be incorporated into the community survey at their February 9, 2021. On March 3, 2021, the CRA received 507 responses through the Survey Monkey Platform and a detailed report is provided as Attachment V. FISCAL IMPACT: To be determined by the CRA Board. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project RFP/RFQ and its issuance subject to final CRA legal review. 2. Do not approve the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project RFP/RFQ. 3. Alternate determination based on CRA Board discussion and consideration. ATTACHMENTS: Description D Attachment I -Aerial Map of 115 N. Federal Highway Parcels D Attachment II - Draft Request for Proposal/Request for Qualifications D Attachment III -CRA Redevelopment Plan - Downtown District D Attachment IV - Public Comment Log for 115 N. Federal Highway Parcels D Attachment V -03.04.21 Community Input Survey Results f Ott s s_)�v t 14ttls ! t s- - r to id1 k -11L.2 pfa m > m m U 0 E y v ti , kl, )I1 Q f, fam p m ,11 I 1 of� u 01 p fa it ���ty #U m >, 0 -0 _0 _� a o Lu m a°i d fa m° o LL a LL a°i LL E m m 'rf u'n Z O adO M � O V L L-0 O. O T O.fS O O LO N I I In x'12 8 .. m 1) fa fa fa fa nfa o 3 0 C: 2 -°0 3 0 _00 3 0 _00 3 0 -°0 3 t o etiiso s-h)S Q O Q Q O Q Q O Q Q O Q Q O U 1f l�y ksys �»xi iy �� u3 ! E V �j k1V`s x i t t t v ) - tP,i. u,.SPUk 'k ) Slit``•aK tc K v-il a�i�, �'.,,,� IS Rtt t: .: �,s„tksssatt'{irtt4t�=�z�iil�c N ��P�,�S s 1 li�kstl).7 ),�r»>U) 1 t \Itis g � It T4 fel' tl�P' �41M ow CA x q { _ ) r- ■VVf r7 c d EL Des s' q � a i x £•tll�, �1 s c rt I `}ti 81ft §,' ass g i�'• f� lfisl {k4 `��� ,i ��p °� i# -'� � � Ir i BOYNTON ', � . 01 �:8, :m' ' ,B E AC H ,; C; MUNI"rYREDEVELOPtvA,,ENTAGEN�'L.14,Y BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPER QUALIFICATIONS 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect Location: Boynton Beach Community Redevelopment (BBCRA) Owned Properties Issue Date: June 18, 2021 Submittal Deadline: September 21, 2021, no later than 2:00 p.m. The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing this Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of various BBCRA owned parcels located at 115 N. Federal Highway and adjacent parcels, Boynton Beach, Florida, as referenced and identified on Attachment "A" and hereinafter referred to as the "Project Site". The BBCRA will accept sealed proposals at its office located at 100 E. Ocean Avenue, Boynton Beach, FL 33435 ON OR BEFORE September 21, 2021, no later than 2:00 p.m. Eastern Standard Time, as determined by the time stamp or clock at the BBCRA's reception area. Responses to this RFP/RFQ ("Proposals") received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All proposals will be date and time stamped by the BBCRA. Faxed or emailed proposals will not be accepted. The RFP/RFQ documents, including all related attachments, must be obtained from the BBCRA office orwebsite at www.boyntonbeachcra.com. 1. Community and Economic Setting The City of Boynton Beach (City), with a population of 72,000, is the third largest city in Palm Beach County, Florida. It is located approximately 45 miles north of Miami and 15 miles south of West Palm Beach.This puts it in the heart of southeast Florida's rapidly growing tri-county Miami- Dade/Broward/Palm Beach metropolitan area. Boynton Beach has direct access to the Intracoastal Waterway, Interstate 95 (I-95)and the Florida Turnpike. It also has a market of more than 6 million people within a two-hour radius and ready access to three international airports, two major rail lines, as well as the Tri-Rail regional commuter rail system. 01034473-4 101034473-4 1 Page 1 of 24 i 2. Property Disposal and Proiect Description This RFP/RFQ is being issued for a project known as the-115 N. Federal Highway Infill Mixed-Use Redevelopment Project (the "Project"), and is seeking proposals for the acquisition and redevelopment of a BBCRA-owned property located at the Project Site. The Project Site is approximately 1.87 acres and located within the Downtown District as described in the 2016 BBCRA Community Redevelopment Plan and carries a recommended Future Land Use of Mixed-Use High with a corresponding Zoning designation of Mixed-Use Core. The recommended land use and zoning designations provide for a density of 80 units per acre with a maximum allowable building height of 150ft. Under defined circumstances, allowable density may be increased by twenty-five percent (25%) if a proposed development meets certain requirements under the City of Boynton Beach's Workforce Housing Ordinance. It is the responsibility of each Proposer to review the City of Boynton Beach Land Development Regulations, applicable site plan and design guidelines and limitations. Additionally, the Project Site is located within the designated Transit Oriented Development (TOD) and Transportation Concurrency Exemption Area (TECA) of the City of Boynton Beach. All proposals and Projects must be in conformance with and in furtherance of the 2016 Boynton Beach Community Redevelopment Plan ("BBCRA Plan").The BBCRA Plan may be accessed on the BBCRA website: www.boyntonbeachBBC A.com. 3. Survey and Appraisal. An aerial boundary and parcel map along with a copy of the property survey is included with this RFP-RFQ as Attachments "A" and "B." An appraisal of the subject properties that make up the Project Site was completed on January 27, 2020 and August 16, 2020 and are available in electronic form on the BBCRA's website or upon written request to the BBCRA. Proposers should not rely solely on the information in the appraisal when compiling the financial components of a proposal. The appraised value should be considered with all offers and requests for BBCRA incentives. 4. Palm Beach County Impact Fees: Development of the property will be subject to Palm Beach County Impact Fees. Please contact the Planning, Zoning and Building Administration Division of Palm Beach County for specific information regarding impact fees applicable to the Project, or to download relevant information go to www.discover. be ov.or � zb�administration . S. Incentives for the Proiect. Under Chapter 163, Florida Statutes,the BBCRA is empowered to encourage and incentivize redevelopment within the BBCRA Redevelopment Area consistent with the BBCRA Plan. The BBCRA is committed to meeting the goals and objectives of the BBCRA Plan and will support the Project with policies and potential Tax Increment Revenue(TIR)funding. 01034473-4 101034473-4 1 Page 2 of 24 i 6. Pre-Proposal Meeting. A voluntary pre-proposal meeting has been scheduled for July 14, 2021 at 3:00 p.m. Eastern Standard Time in City Hall Chambers, located at 100 E. Ocean Avenue. All interested proposers are required to attend the meeting and be prepared to ask questions. Proposer's failure to attend the pre-bid meeting and sign in within 10 minutes of the meeting start time will disqualify a proposer's proposal. 7. Proposer Registration. All entities interested in responding to this RFP/RFQ must register with the BBCRA via email by providing their name, address, telephone number, and an email address to Michael Simon, BBCRA Executive Director, at SimonM@bbflous. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP/RFQ will be sent to registered proposers using the registration information provided. 8. Additional Information. After the proposals are received by the BBCRA, the BBCRA may make requests to proposers for clarifications,assurances,orfor other details including, but not limited to,financial and disclosure data relating to the proposal or proposer (including all affiliates, officers, directors, partners and employees). Any inquiries of a general nature applicable to all proposers will be directed to all proposers. Following submission of a bid, the proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the bid and/or the proposer (including the proposer's affiliates, officers, directors, partners and employees), as requested by the BBCRA. 9. Architectural and Design Considerations. The Project should incorporate quality architectural design and site development standards that enhance the downtown area and adjacent properties. Proposers should review the BBCRA Plan for Project development and design guidance. Proposals will be evaluated on their adherence and incorporation of architectural and design elements presented in the BBCRA Plan and the City of Boynton Beach Land Development Regulations. 10. Required Elements of Proposals. Proposals must contain all of the following documents and information in order to be deemed complete. Proposals not deemed complete may be rejected. a. Provide a general written statement describing the qualifications and background of the proposer. b. Provide a certificate of good standing from the Secretary of State of Florida and the state in which the corporation is headquartered, if not Florida. c. Provide a copy of the commercial lease agreement, if applicable, or proof of property ownership at the location the proposer is currently licensed to do business. If the 01034473-4 101034473-4 1 Page 3 of 24 i Proposal is submitted by more than one entity, each entity much provide the requested information separately. d. Provide a list of key personnel that will be directly involved in proposed Project's development or management team, along with their professional qualifications and a list of similar projects on which they have actively participated. Provide no less than three and no more than ten related projects for this item. e. Provide a written list of similar mixed-use projects developed by the proposer that were completed within the last three (3) years, including photographs, addresses, dates the projects were completed, and general project description. Provide no less than two and no more than ten projects for this item. If the Proposal is submitted by more than one entity,each entity must provide the information requested separately. f. Provide a detailed description of the proposed Project, with text and graphics. This should include but not limited to a schematic site layout plan; proposed density, intensity, and height; parking locations; a breakdown of the proposed total number of residential units and unit types, including number of bedrooms and bathrooms, and square footage for each unit type and conceptual elevations, as well as the items listed in Paragraph 9, "Architectural and Design Considerations," and Paragraph 10, "Requirements for the Proposed Project," of this RFP/RFQ document. g. Provide a proposed breakdown of all project pre-development costs, construction development costs and post development sales pro forma. The pro forma shall include a section that clearly identifies all of the proposed funding sources to pay for the project and all of the identified costs of the Project including those of property acquisition from the BBCRA. Within the list of funding sources, provide the dollar amount of any proposer equity and investment contributed to the proposed Project. Include a breakdown of any proposed funding assistance being requested of the BBCRA, if applicable, and how those funds will be used when combined with other funding sources. h. If the Project is proposed to use funding subsidies from the BBCRA other qualified entities, proposer must provide a list of those entities and demonstrate experience with obtaining such project-based subsidies for workforce housing by listing projects and the amount and type of subsidy utilized. i. Provide a description of how the proposer will make attempts to utilize local qualified contractors, and sub-contractors as part of the completion of the proposed Project. Documentation of this effort will be required as part of the project monitoring. j. Provide proof of financial capability to complete the proposed Project. Financial capability may be demonstrated by submitting a current (audited, if available) financial statement of the proposing entity which includes a balance sheet, a three- year statement of past income, and a projected one-year income statement for the current fiscal year for the proposer (and its parent entity if proposer is a subsidiary). Tax returns may be substituted for financial statements. 01034473-4 101034473-4 1 Page 4 of 24 i When possible, the proposer should also submit third party evidence of the ability to secure financing such as a preliminary financing commitment letter or letter of interest from a lending institution or other primary source of investment financing. A firm financing commitment from a lending institution or other source of investment financing may be required prior to the closing of the sale of the Project property, or as otherwise stipulated in negotiated agreements between the successful proposer and the BBCRA. Information regarding any legal or administrative actions, past or pending, that might impact the capacity of the proposer (or its principals or affiliates) to complete the Project must be disclosed. Disclosure of any bankruptcies by any of the above or related entities during the past ten years must be made with the RFP/RFQ. Financial information should be submitted in a separate, sealed envelope or package and marked 'confidential.' Financial information will be accepted only from the Proposer as part of the submission packet and not those submitted directly to the BBCRA by an outside entity or institution. k. A signed written statement of intent to purchase the Project property indicating the proposed purchase price along with a statement of willingness to execute a Purchase and Development Agreement within 90 days of selection if selected. Any Purchase and Development Agreement ("Agreement") will contain performance-based criteria and milestone timelines for items such as, securing debt funding, formal site plan application, commencement of construction, limitations on transferability or assignability of the Agreement without prior approval from the BBCRA, termination provisions for failure to meet the criteria listed and other provisions to adequately define the rights, duties and obligations of the parties. The Agreement may also contain a reverter clause. I. Provide authorization to Perform Credit Check for each proposer or Business entity. The Authorization must be executed by the appropriate officer of proposer entity(see Attachment "E & E.1." Disclosure and Authorization to Perform Credit Check forms). m. A list of all civil and criminal legal actions in which each proposer entity(and its parent entity if it is a subsidiary) is currently a named party or was a named party in the past four (4) years, providing the case number, case description, the state of jurisdiction, and disposition (or status) of each case. Proposer(s) may include any additional relevant information. If there are no legal actions to disclose, provide a written statement attesting to this fact. n. Provide a PowerPoint presentation of the proposal, consisting of no more than 15 slides. o. All other requirements contained in this RFP/RFQ, including all attachments that request a proposal or information from the Proposer. p. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ(see Attachment "D"). 01034473-4 101034473-4 1 Page 5 of 24 i 11. Submittal Package Requirements. a. Location and Deadline. Proposals must be received by the BBCRA at 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435 on or before September 21, 2021, no later than 2:00 p.m. Eastern Standard Time (the Deadline), as determined by the time stamp or clock at the BBCRA's reception area. Proposals received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted proposals and resubmit at any time prior to the Deadline. b. Form and Number of Copies. Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one (1) bound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer along with one (1) unbound but clipped copy of the proposal and one (1) digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect Boynton Beach Community Redevelopment Area City of Boynton Beach, Florida Issue Date: June 18, 2021 Submittal Deadline: September 21, 2021, no later than 2:00 p.m. c. Completeness. All proposals must be complete upon submittal to the BBCRA. d. Signature.The proposal,and any documents submitted with the proposal that require a signature, must be signed by an individual authorized by proposer to legally bind and represent proposer. e. Failure to Meet Submittal Requirements. The failure to meet the Deadline, submit a proposal that complies with the form and number of copies requirements, or submit a complete proposal may result in the proposal being rejected and returned at the sole discretion of the BBCRA. f. Proposal validity. Proposals shall remain valid and binding on proposers for 180 days after the submittal date. 12. RFP/RFQ Documents Provided. The following planning and site documents may be obtained from the BBCRA office or htt s: wwwobo ntonbeachcraocom business-develo ment rf s-rf s-itbs Property survey (provided as Attachment B) Phase I and/or Phase II Environmental Report Property Appraisal 01034473-4 101034473-4 1 Page 6 of 24 i 2016 Boynton Beach Community Redevelopment Plan In addition, all proposers are encouraged to walk the area surrounding the Project location and it will be assumed that each proposer has performed all necessary inspections on the property. 13. RFP/RFQ Proposal Evaluation and Selection Process. The BBCRA staff shall review each proposal and provide a determination to the BBCRA Board as to whether or not each proposal meets the minimum submission requirements for review, including whether the proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP/RFQ. A proposer's failure to provide a substantially complete RFP/RFQ response submission may result in the submission not being evaluated. The BBCRA Board or designated staff may request clarification of submitted information from any Proposer. The confidentiality of proprietary information from competing Proposers shall be maintained to the extent permitted by law. In addition to meeting the minimum requirements of this RFP/RFQ as described in Paragraph 10, each proposal will be evaluated based on the ability of the Proposal to incorporate the following design and development criteria, which are listed below: a. Creation of a mixed-use development project providing retail, office, grocery, and residential uses (including workforce housing if applicable); b. Incorporation of public spaces and plazas, publicly accessible WiFi, enhanced green elements into the proposed design including the preservation and enhancement of the City of Boynton's Dewey Park (see Attachment A); c. Providing the opportunity and design consideration for the CRA to fund the construction of approximately one hundred fifty (150) public parking spaces over and above the amount of parking spaces required for the development itself; d. Incorporation of multimodal accommodations and amenities into the Project's design, such as but not limited to shared bicycle, "last mile" vehicle stops such as Uber or Lyft, commuter bus stops and a future commuter rail stop located on the Federal East Coast Railway property on NE 4t" Street (see Attachment A); e. Consideration of exterior design and lighting enhancements of proposed parking garage structures to ensure compatibility with the surrounding area; f. Consideration and incorporation of adjacent properties into the overall project by providing evidence of site control or contractual commitment; g. Providing executed forms verifying that the Proposer has met with City of Boynton Beach Planning and Development Department staff to review the Land Development Regulation requirements applicable to the Project being proposed; h. Experience in completing comparable development projects within markets similar to the project area as the proposing team; i. Proposer's financial terms, purchase price, development and operating proforma; j. Proposer's financial capacity to complete the proposed project; and, 01034473-4 101034473-4 1 Page 7 of 24 i k. Proposed plan or program (including monitoring mechanisms and apprenticeship) to use local contractors, sub-contractors, and laborers in the Project. After the BBCRA staff reviews the proposals for completeness and evaluates the proposals based on the criteria above, the BBCRA staff will present the results of the review and evaluation process to the CRA Advisory Board and BBCRA Board at a public meeting. The Proposers may be asked to present their Proposals and their PowerPoint slide presentations before the BBCRA Advisory Board and CRA Board at their regular scheduled meetings in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. The BBCRA Advisory Board acts as a recommendation body to the BBCRA Board. The BBCRA Board will then consider all proposals that meet the minimum submission requirements for review, BBCRA staff review, the BBCRA Advisory Board recommendation, and/or any other relevant data in the selection of the successful Proposer. At the conclusion of the public presentations, a Proposer may be selected by the BBCRA Board. However, the BBCRA Board is under no obligation to select a Proposer regardless of their ranking, and can, at its sole discretion, opt to terminate the RFP/RFQ process or continue the process to a subsequent meeting. The existence of a contractual relationship between a Proposer and the BBCRA is contingent upon successful negotiations between the BBCRA and a selected proposer, and execution of an agreement by both parties. Therefore, upon selection of a successful proposer, the BBCRA and the successful proposer will then enter into negotiations for a Purchase and Development Agreement that will contain terms substantially similar to those contained in the successful proposal and this RFP/RFQ. i. Any Purchase and Development Agreement must be in a form approved by the BBCRA Board and BBCRA legal counsel. ii. If the BBCRA and the successful proposer are not able to agree upon a Purchase and Development Agreement satisfactory to both parties within ninety (90) days of the selection of the successful Proposer, Proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. iii. If the BBCRA sends an agreed-upon Purchase and Development Agreement, or sends a Purchase and Development Agreement with a communication that informs the proposer that the agreement constitutes the BBCRA's final offer, and Proposer fails to return an executed copy of the provided Purchase and Development Agreement within 30 days of receipt of such agreement from the BBCRA, the negotiations are deemed terminated unless the BBCRA explicitly extends the deadline in writing. 01034473-4 101034473-4 1 Page 8 of 24 i iv. The BBCRA may withdraw its offer of agreement, including a final offer, at any time prior to acceptance of such agreement. Upon termination of negotiations or withdrawal of offer of agreement, the BBCRA may move forward as it deems appropriate, which may include entering into negotiations with another Proposer, re-advertising the RFP/RFQ, electing to terminate the RFP/RFQ process, or any other action it deems to be in the best interest of the BBCRA. Any transfer of the property from the BBCRA to a proposer for less than market value will be subject to approval of the City of Boynton Beach City Commission. 14. Tentative Schedule. The following tentative schedule is anticipated for actions related to this RFP/RFQ. All dates, times, and locations are subject to change. All changes will be posted to the BBCRA's website at wwwoboyntonbeachcra.com. Issue Date of RFP/RFQ: June 18, 2021 Voluntary Pre-Submission Meeting July 15, 2021 Question/Request for Clarification Deadline: September 2, 2021 Submittal Deadline: September 21, 2021 Presentation to Advisory Board: November 4, 2021 Presentation to BBCRA Board: November 9, 2021 Purchase and Development Agreement: February 8, 2022 (Note: The dates offered above are subject to change — registered interested parties will be notified by email of changes, if any.) 15. Contact and Questions a. Contact Information. All correspondence, questions, and requests for clarifications related to this RFP/RFQ must be directed to the person designated as the procurement officer for this RFP/RFQ: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4t" Floor Boynton Beach, Florida 33435 Phone: (561) 600-9091 Fax: (561) 737-3258 Email: simonm@bbfl.us b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than August 31, 2021. All answers to questions, clarifications, and interpretations will be issued in the form of addenda, 01034473-4 101034473-4 1 Page 9 of 24 i which become part of this RFP/RFQ. The proposer must acknowledge receipt of each addenda by completing the Addenda Acknowledgement Form and including it with the submitted Proposal (see Attachment "H"). It is the responsibility of all proposers to obtain, review and respond to any and all addenda issued. Oral explanations, information, and instructions shall not be considered binding on the BBCRA. All proposers are encouraged to independently verify the accuracy of any information provided. Neither the BBCRA nor any of its agents or employees shall be responsible for the accuracy of any oral information provided to any proposer, or to any assumptions made by proposer. Written responses to all written questions submitted shall be maintained by the BBCRA in the RFP/RFQ file. c. Limitations on Communications; Cone of Silence; No Lobbying. Proposer or persons acting on proposer's behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the BBCRA posting the notice of intended award (excluding Saturdays, Sundays, and state holidays), any employee, officer, or board member of the BBCRA concerning any aspect of this RFP/RFQ except in writing to the procurement officer or as provided in the RFP/RFP documents. Violation of this provision may be grounds for rejecting a response. Further,during the same time period, proposer or persons acting on proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP/RFQ. Communication prohibited by this RFP/RFQ, or by any other state, federal, or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the proposer's proposal. For purposes of this section, persons acting on proposer's behalf shall include, but not be limited to, the proposer's employees, partners, attorneys, officers, directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the proposer.This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP/RFQ and shall terminate at 1)the time the BBCRA Board selects a proposer, rejects all proposals, or otherwise act which ends the solicitation process; or 2) at the end of the 72-hour period following the BBCRA posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, whichever is later. 16. Disclosure and Disclaimer. Proposer understands and acknowledges that to the extent permitted by law, the BBCRA retains all rights, at its sole and absolute discretion, to: a. Withdraw this RFP/RFQ at anytime; b. Modify the schedule associated with this RFP/RFQ; 01034473-4 101034473-4 1 Page 10 of 24 i c. Issue addenda to this RFP/RFQ; d. Request additional information, clarifications, or assurances from one or more proposers or prospective proposers; e. Reject any and all proposals; f. Refrain from awarding an agreement as a result of this RFP/RFQ; g. Verify the accuracy of any information provided; h. Accept proposals that deviate from this RFP/RFQ; i. Disqualify or reject proposals that are incomplete, untimely, or unclear; j. Re-advertise this RFP/RFQ and accept new proposals; k. Obtain economic feasibility studies or third party evaluations with regard to any part of any proposal; I. Evaluate the proposals through any process that complies with the BBCRA Procurement Policy, this RFP/RFQ, and applicable Florida Statutes, m. Select the one or more successful proposals or proposers it deems will be in the best interests of the BBCRA, regardless of which proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP/RFQ for all proposals or for a specific proposal; o. Waive any formalities associated with this RFP/RFQ; p. Negotiate agreements, abandon or withdraw from negotiations, approve agreements, and take other similar actions as a result of this RFP/RFQ. Any proposer who submits a proposal in response to this RFP/RFQ fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP/RFQ, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP/RFQ, proposer or proposer's proposal may be disqualified. 17. Protests. The Bid Protest Policy is available upon request. Submittal of a proposal in response to this RFP/RFQ constitutes acceptance of this policy. 18. Non-Discrimination. The selected proposer, on behalf of itself, its successors and its assigns, agrees that no person shall, on the ground of race, color, disability, national origin, religion, age, familial status, sex, or sexual orientation, be subjected to discrimination in any way that is associated with the RFP/RFQ the BBCRA, the proposal, any agreement resulting from this RFP/RFQ or the Project. 19. Permits, Taxes, Licenses and Laws. The successful proposer will be required to pay for and/or obtain, at its own expense, all permits, licenses, fees, and taxes required, and to comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to responding to this RFP/RFQ and carrying out the Project. 01034473-4 101034473-4 1 Page 11 of 24 i 20. Sensitive and Proprietary Information. The BBCRA will maintain the confidentiality of sensitive and proprietary information to the extent permitted by law. The BBCRA will consider all other information, documentation and other materials submitted in response to this ITB to be of non-confidential and or non-proprietary nature and therefore subject to public disclosure under Chapter 119 of the Florida State Statutes. 21. Public Records. The BBCRA is public agency subject to Chapter 119, Florida Statutes.The successful proposer shall comply with Florida's Public Records Law. Specifically, the successful proposer shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the BBCRA in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that the BBCRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to the BBCRA, at no cost, all public records in possession of the Proposer upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the BBCRA in a format that is compatible with the information technology systems of the BBCRA. IF PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS RFP/RFQ, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435, SimonM@bbfl.us. 22. Public Entity Crimes Statement. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. In order to qualify for consideration under this RFP/RFQ, proposer must complete and attach Attachment "I" Public Entity Crimes Statement 23. Drug Free Workplace Certification Preference shall be given to proposer(s) with drug free work programs, under the standards described in Section 287.087, Florida Statutes. Whenever two (2) or more proposals that are 01034473-4 101034473-4 1 Page 12 of 24 i equal with respect to price, quality and service are received by the BBCRA or by any political subdivision for the procurement of commodities or contractual services, a proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to receive such preference, the proposer shall complete and submit with its proposal the attached certification, Attachment "J" Drug Free Workplace Certification. 24. E-Verify. In any agreement resulting from this RFP/RFQ, the Proposer will be required to warrant,for itself and its subcontractors, compliance with all federal immigration laws and regulations that relate to their employees. Proposer agrees and acknowledges that the BBCRA is a public employer that is subject to the E-verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec. 448.095 will apply to such an agreement. END OF MAIN DOCUMENT PROCEED TO ATTACHMENTS 01034473-4 101034473-4 1 Page 13 of 24 i List of Attachments: A. Aerial Map/Parcel Map B. Survey C. Proposer Information D. Acknowledgement Letter E. 1. Authorization to Perform a Credit Check (personal) 2. Authorization to Perform a Credit Check (business entity) F. Proposed Project Funding Uses and Sources Information G. Authorization for Release of Information H. Addenda Acknowledgement I. Public Entity Crimes Statement J. Drug Free Workplace Certification K. Certification of Non-Scrutinized Entity L. 01034473-4 101034473-4 1 Page 14 of 24 i ATTACHMENT "C" PROPOSER(S) INFORMATION Name: Street Address: Mailing Address (if different): City, State, Zip: Telephone No. : Fax No: Email Address of Contact Person: Ownership Status - Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain the impact to the organization and management efforts. Age of Organization — In continuous business since: Leadership - List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publicly held company, list Chairman of the Board, CEO, and President: Federal Identification No.: State of Incorporation & Registration No.: If not a corporation, explain your status: 01034473-4 101034473-4 1 Page 15 of 24 i ATTACHMENT "D" ACKNOWLEDGMENT LETTER PROPOSER(S) SHALL INCORPORATE THIS ACKNOWLEDGEMENT LETTER IN THEIR SUBMITTAL PACKAGE ***************************************************************************** Re: Boynton Beach Community Redevelopment Agency Request for Proposal/Request for Qualifications (RFP/RFQ) dated June 18, 2021 115 N. Federal Highway Infill Mixed-Use Redevelopment Project To Whom It May Concern: The undersigned has read the Boynton Beach BBCRA(BBCRA) Request for Proposal/Request for Qualifications (RFP/RFQ) for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Proiect, dated June 18, 2021. On behalf of proposer identified below and our proposal team, we agree to and accept the terms, specific limitations, and conditions expressed therein. We have read, rely upon, acknowledge and accept the BBCRA's disclosure and disclaimer, which is fully incorporated by reference into this letter, and certify that all of the requirements as described in the RFP/RFQ are met and all required documents are enclosed. We further certify that all information presented in this proposal, and all of the information furnished in support of the proposal, is true and complete to the best of our knowledge and belief, and we are aware of the fact that making false statements or presenting false information that results in an Agreement may be penalized to the maximum extent allowed by law. Sincerely, Name of Proposer Print Name and Title Authorized Signature Date 01034473-4 101034473-4 1 Page 16 of 24 i ATTACHMENT "E" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For Principal/Owner: (Please use a separate form for each principal/owner) As Principal/Owner of Proposer, I (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into my credit worthiness. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my credit worthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims, past present or future, which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Principal/Owner Name: Date of Birth: Current Home Address: Previous Home Address: Email: Phone#: Signature: Date: Print Name: 01034473-4 101034473-4 1 Page 17 of 24 i ATTACHMENT "E.1." AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer (Business Entity): The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the Proposer's credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. This Proposer hereby waives any and all claims, past present or future, which the Proposer may have against the BBCRA by reason of any credit investigation made pursuant to Proposer's consent and authorization herein given to the BBCRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Proposer (Business) Name (D/B/A if applicable): Current Business Address: Federal Tax ID# State of Incorporation: Phone#: Fax#: Authorized Signature: Date: Print Name: Title: 01034473-4 101034473-4 1 Page 18 of 24 i ATTACHMENT"F" PROPOSED PROJECT FUNDING USES AND SOURCES INFORMATION Project Uses and Sources Land Costs - Soft Costs - Construction Costs - Carrying Cost/Financing Costs - Marketing and Sales Costs - Permit and Impact Fee Costs - Developer Overhead and Profit - Total Project Cost - Capital Stack Proposer/Developer Equity $ - Outside Capital Investor Equity $ - Mortgage or Financed Amount $ - Amount of CRA contribution requested, if any $ - Other funding as identified $E- - Funding Total $ - 01034473-4 101034473-4 1 Page 19 of 24 i ATTACHMENT "G" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the business identified as "Proposer" below. By: Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH THE FOREGOING INSTRUMENT was acknowledged before me this day of 20_, by who is personally known to me or who has respectively produced as identification and did not take an oath. Notary Public: Print Name: Commission No: (Seal) My Commission Expires: 01034473-4 101034473-4 1 Page 20 of 24 i ATTACHMENT "H" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications 115 N. Federal Highway Infill Mixed-Use Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4 ❑ Yes ❑ No Date No. 5 ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other, please specify: Authorized Signature Print Name Title Date 01034473-4 101034473-4 1 Page 21 of 24 i ATTACHMENT"I" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; submit a bid proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; submit bids, proposals, or replies on leases of real property to a public entity; be awarded or perform work as a contractor, supplier,subcontractor or consultant under a contract with any public entity;or transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that Proposer has not been placed on the convicted vendor list within the past 36 months and complies fully with the above requirements. Proposer Name Authorized Signature Print Name Title Date 01034473-4 101034473-4 1 Page 22 of 24 i ATTACHMENT"J" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that , the Proposer responding to this RFP/RFQ maintains a drug-free workplace program, and that the following conditions are met: (1) Proposer publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying the actions that will be taken against employees for violations of such programs. (2) Proposer informs employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Proposer gives each employee engaged in providing the commodities or contractual services included in this RFP a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), Proposer notifies the employee that, as a condition of working in the commodities or contractual services covered under this RFP/RFQ, he/she will abide by the terms of the statement; and will notify the employer (Proposer) of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Proposer imposes a sanction on, or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that Proposer complies fully with the above requirements. Authorized Signature: Date Name &Title (typed) 01034473-4 101034473-4 1 Page 23 of 24 i ATTACHMENT"K" CERTIFICATION OF NON-SCRUTINIZED COMPANY , as Proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that Proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the Proposal or the execution of any agreement arising out of this RFP/RFQ, the BBCRA may disqualify the Proposal and/or terminate the agreement. Proposer Name By: Authorized Representative of Proposer Date: STATE OF COUNTY OF SWORN TO and subscribed before me this _ day of , 20 , by . Such person (Notary Public must check applicable box): [ ] is personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) 01034473-4 101034473-4 1 Page 24 of 24 Ae - = F NTON EACH community Redevelopment Plan r -'Now - 4M . a ,, tirr f is t � t « 1 f r � t to is d r ,' „ . J7 ,�•� r�r � � .� r i£,' r � r „i it l � � 1r11� � '�Y�i�'�{ t - ,£\ ja��� ��rrir, �,•t� ���r�,. - � --�,`' � ,(, S ),r,r���{r� s tatlraF�r4,;.r r trk4 a t{k,4�.;SfY�§, =,1�1 t,i` 3 Sr t�,,.. 3 { rt rr ori 1 }�r tlt � }1 r> r. r� t r.r ,S �� �,� A sl ��� 3' � � i ✓i' ��1 RTA' 'r'S 5 �r»t s is{; ,,,1,t�s,�t t` t � _.}i rr,t,ir art ,.i�11:,, t`•,S t����l;;ot� t��tt�i ,y1 Sr r,,•.. ,`t#+ �1 r " ' r s1,{� 1MI�� { >{j,14 �'� �� } � � �3 tt � � ���� � am, > iI J � tlk t � x O'.vRon oll[ Apra- 4 �• , pi t,t ; tt„ > i t � pp Shy 9 �p$ 1 C t6s t { Ir t 80 D o. to D i t",,r,,� r r tn t o d u��' IIIon Planning C ` all . ng Planning Considerations T h Vision The Downtown District has been included in several planning efforts including the Federal Highway Corridor Plan, the Downtown Vision � r and Master Plan, and the original CRA plan adopted in 1984. It has long been the desire a' 'r of the City to reinvigorate the historic center I� of Boynton Beach. Some progress has been _ x made toward this goal with the development of the Casa Costa, Marina Village condominiums, ' and the soon to be completed 500 Ocean ' } mixed-use development. The CRA has invested in the redevelopment of the Boynton Harbor Marina to create a tourism � destination, preserve a working waterfront and support the boating community. The Agency � planned and constructed the Boynton Beach Promenade that extends from Federal Highway to the Intracoastal Waterway; the Promenade also connects to the City's Mangrove Walk Park �, {,}' �,, and the Marina. K � Eel.. The Downtown District is bound to the north by N.E. 7th Avenue, to the south by S.E. 12th Avenue, to the east by Federal Highway and the Intracoastal Waterway, and to the west by the FEC Railway. The District connects via Federal } i l Highway and S.E. 4th Street to the secondary �.' �! fst,` � development node at Woolbright and Federal Highway. Ym Y Figure 40: Downtown District Location Map Downtown Boynton Beach is easily accessed via I-95 and Boynton Beach Boulevard: the distance from I-95 to Federal Highway is less '`► than one mile. The City's beach at Oceanfront Park is only 1.7 miles from I-95 or, for residents of one of the new downtown developments, a quick walk over the Ocean Avenue Bridge. The Tri-Rail Coastal Link commuter rail station is planned for the downtown at N.E. 4th Street between Ocean Avenue and Boynton Beach Boulevard. This led the City to adopt the Downtown Transit Oriented Development District, allowing for a 25% density bonus within '/2 mile of the future station. 82 Ili ain'Jim, Ch—all le"n A second consideration is that the Downtown District is entirely enclosed within the Transportation Unlike Delray Beach or West Palm Beach, Boynton Concurrency Exception Area (TCEA) which, in Beach historically has only had a very small downtown addition to the residential exception area applicable area. It extended from just east of Federal Highway east of 1-95, exempts all development from the Palm to west of Federal Highway at Ocean Avenue. There Beach County traffic concurrency thus allowing have been very few commercial buildings that could denser development. be repurposed into restaurants and stores as Delray Beach has done. Consequently, the first CRA Plan The existence of both of these transportation- adopted in 1984 concentrated on the downtown oriented designations is a factor in considering where area (smaller than proposed in this plan) as a increased height and density will occur within the redevelopment priority. CRA district. The Downtown District's location in the Some of the planning challenges are: center of both the DTODD and the TCEA supports the highest density and height within this district. • Lack of developable parcels — assemblage is required • Property owners have unrealistic expectations of the value of their property � • Not pedestrian friendly No shade trees u- • No public parking areas and little on-street parking �``��<<,_` � • Lack of wayfinding signage • No design theme to create an identity Yp • Limited space on Ocean Avenue to locate retail and restaurant uses Several factors were considered in determining the land use designations for the Downtown District. First, the downtown will be the future site of the station for the planned Tri-Rail Coastal Link commuter service on the FEC Rail line, which will serve the South Florida metropolitan region. To improve land development patterns in advance of station development, the City adopted a Downtown Transit Oriented Development District (DTOD), covering a '/2 mile radius around the station's location. The DTOD district regulations support increased intensity of development through a 25% density bonus. Figure 41: Example of District Planning Challenges 8 84 VIIs on Downtown Boynton Beach will be where people live, work and play in an environment that provides bikeable and walkable access to the beach, restaurants, transit, parks and cultural experiences. There will be areas to gather and socialize. Entrepreneurs will open new restaurants and businesses creating financial benefits to the local economy. Attractive new buildings will provide housing for people of all ages and incomes, and accommodate new shops and restaurants. Streetscape enhancements are recommended for the Federal Highway corridor. The space for these enhancements may be obtained through either right-of-way dedications or public easements. The enhancements should include: • Create a Complete Street design for Federal Highway including the addition of: • On-street parking • Bike lanes • Enhance median with mature tree canopy (at time of planting) and landscape lighting • Marking of major intersections with materials such as pavers, paint, etc. • Create a Pedestrian Zone adjacent to the right-of-ways that is inviting, safe and includes: • Addition of canopy street trees • Minimum 8'wide clear sidewalk • Minimum 8'wide active use area abutting the building • Decorative light poles at both the vehicular and pedestrian scales • Enhanced street furniture, bus shelters, bike racks and receptacles • Active uses along the first floor of development • Canopy trees that provide immediate shading at time of construction • Bus shelters with unique design for the downtown district • Underground overhead utilities • Public art in key locations • Additional pedestrian crossings where needed • A greenway along SE 4th Street and Ocean Avenue connecting Pence Park and the Marina, per the Connectivity Plan • An eco-trail connecting the pedestrian zone to Mangrove Park, per the Connectivity Plan. 85 To attract new [8Sid8OtS and buSiO8SS8S' the area must p[8S8[t 2 unified vision for the future. Th8[8fO[8' it is recommended that the changes to the Future Land Use map be made using the new future land use/ zoning structure 2Sshown: Table 5: Recommended Futuro Land Use (FLU)Classifications within the Downtown District LAND USE DENSITY CORRESPONDING ZONING DENSITY MAX CAP* HEIGHT High Density 15 R-4 I PUD, PUD 15 45' Residential Mixed-Use 50 MU-2 40 65' Medium MU-3 50 75' Mixed-Use High 80 60 100, MU Core 80 150' General nia C-4 Commercial n,/a 45' Industrial n1a M-1 n/a 45' Recreation nJa Recreation Wa 45' Properties located within the TOD may recieve a 25%density bonus MU- High . 80 dulao; (Zoning MU-Core) Commercial uses required to front Federa�Hwy MU- Med . TOD Bonuses (height density) CommerciJal uses required to front Federal H"ry Suitding frontage required on SE 4101 StrL-et Max 4 stories on SE 411, street Figure 42: Cultural District Example Projects S£ a. V f �� 0 o e o i f� �s1 ite � amt I r i;b it i a1,t bob} � a�_ •I+�_ Y�, � r , u� 'a� "D) a'y�`�SAa ta1F1��. rr � WW Aoo I Ilk s14`4S}`1a�i157)fa�11�1 1}t�ttallirl� �IMW' i t Baa i! a a vi ii �i � a �11taj ILI t ro l��FF 14ai�t�� �'i11tVl��sI i b `,> i P El A��wk r �+ rmy,86—%Y axe¢Af.§6(a MmIN than ly Rg wtM�"x,"O.3 1 x ti,:[fes R d q;#.aa srr P#waapit"f w 4 E9 r6;a t 7t nc. �i n,1�o-#,Ns19lgAn€p'�' 111� i III Vd. ��b>E.�rtx a�2CsesFAr�.aa,ri�E4�iI<�I� '� _ 13 �� ` J li II LxI*9TI A)trna t 1 RA �y Figure 43: Recommended Land Use for the Downtown District 87 In O[dS[ to pnDnOOtS an @CdvS and vv@|k@b|S built SOvnDOnOS[d in the OOvvOtOvvO District, the fDUOvvO0 recommendations apply: ^ Active commercial uses shall berequired onthe street frontage ofOcean Ave.Automobile oriented uses, such aogas stations, car washes, and drive-thruo. are prohibited. ^ The build-to line shall accommodate a ten foot oidevva|k, mature shade trees /at inots||\. street lights and street furniture ^ Buildings fronting Federal Highway, Boynton Beach Boulevard and G.E. 4th Street shall have 0O-9O96window tOwall ratio OOthe first floor. ^ Approximately 75% of the lot frontage must be occupied by structure and adjacent to the pedestrian zOOS ^ Buildings fronting Boynton Beach Boulevard or Federal Highway shall have minimum height of 30' ^ Buildings fronting Boynton Beach Boulevard and/or Federal Highway shall be a maximum of 45' in height, any additional height permitted by the zoning districts must be stepped back proportionately to the Ov8[2|| height, 2 nOiOinOunO of 10' deep. ^ Parking shall be located tothe rear orside ofthe proparty. ^ Only when access is not possible from the rear orside shall curb outs be permitted on Boynton beach Blvd O[ Federal Highway. ^ All buildings along Federal Highway must have pedestrian access from the right-of-way/sidewalks. ^ The main pedestrian entry, or front door, must be fronting Federal Highway. ^ Where mixed use development is proposed adjacent residential areas, the residential areas shall be protected through the residential compatibility standards and the use of landscape buffers and/ or walls as appropriate. Staff will review architectural sb/|as and make recommendations regarding Architectural Guidelines that may enhance the character of the District. This process will include public input. At Figure 44: 8E4th St. Example Mixed Use Medium Project NN 88 � rix) ien¢gal," Cfi Ib 7 �, �u1� ,lili,Irl IF S ,l f, y,)11a� rk��511 _-w LC'''d'".L k1 1a r nisi"� �i er�ie�ra,. axyclapravi n l ParaItbl Pairkin f " viir4 GSLycie Pas Md"Ir 1P1€vd l'f�§i4{'i ' Parallc[Parking On slte Parking Pedesl,riapi Zone Parallel Pat#ing iC4l PYkI 4 ' Figure 45: SE 4th St. Design Diagram 89 g � _ r t� N l i 1 �vi ,3 f 6�lt li����+������}�{���������lirf ti 4}r I��t�'trts�j��s , sh ros i IAI rt. r rt!7 ££ ,,,a JR ) t!£; t £ r l T' t� }} Y i ®' " Ott'ay h '}y� `� '" ON ...IT y AW t�� { " ra 4" ISA ! `i p {{ w g n a r 1. t s Figure 46: Example of Mixed Use High Project in the Downtown District 90 4� � k,`� { I ! { t u 4. s Be V i{ I g k m y ) ' ry FIs ^I' � � W' Yr ` Adutl ' a I � l A�T ��'� `i�� _ LL�'� Fy`�"}�1+�' est ey •y-lkN {�r2L 4-4 Figure 47: Downtown District Master Plan 91 I i'r Y � r t a fu "t i I ; swom «_ IMP k' 16, 1 i � I q f i _ r s 1 �WI JS�� 7 � lk t i4 � 1 nn l i s, ; } ss�l ����! i �Vti lslSt 1i\ � �� i'r f��il���t t��'t;•3 r��{}��flS SQ��r,�,i'stst'S�J�il�Ait�iSi}s�i��is sls! is Ss 'q rI � s G IUy s� tt��s siy� 7rls lsi li�ttS 4 t(jt f{ (t1 �Jt I�#�1i1 4}i����� 92 2020 CRA COMMENT LOG for 115 N. FEDERAL HWY Date: Method of Comment: Name: 8/25/2020 Email Paul Kirchoff 9/6/2020 Email Kim Kelly 9/6/2020 Email Susan Oyer 9/8/2020 Email Paul Kirchoff 10/13/2020 Email Susan Oyer 11/4/2020 Email Brian Benninghoff 11/10/2020 Email Eleanor Essery 11/10/2020 Email James Kosluk 11/20/2020 Email Mary Chaundy Pan-iela Wohler, dn-,iinistrati °e Assistant City Manager's Office e - Mailing Address: P.O. Box 310 Boynton Beath, Florida 3425 PhysicalAddress: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 kr, 561-742-6015 IJP Wohler,P@bbfl.us boynton-beach.org/ 1111�0 iI c?7';i 011 it E 93 9 13 CITY OF DOYNTON SFACi9 Please be advised that Florida has a goad public records law and all correspondence to n-ie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-sail addresses are public records.Therefore, your,e-n-iail on-in-mni ation ars your,e-n-iail address n-,iay be subject to public disclosure. From: Paul Kirchhoff<pirch @ bellso th.net> Sent:Tuesday, August 25, 2020 12:20 PM To: Romelus, Christina <Romel sC bbfl. s>; Hay, Woodrow L. <HayW bbfl. s>; Katz,Justin <KatzJr bbfl. s>; 2enser at bbl. s;grar t bbfl. s; Grant, Steven <GrantS bbfl. s> Subject: Development possibility So, let me get this straight... A developer wants to make a bet on downtown that will bring in 500 new residents, bring in millions in property taxes AND get our 3 million back that we horrifically overpaid for the church building, And you are considering scrapping the idea because Hurricane Alley needs parking? I am as big a fan of Hurricane Alley than anyone, but they have street parking and parking next to the tracks. Can't we just carve out a dozen or so spaces for them in the proposed garage and be done with it? HOW LONG will we have to wait to finally get a viable downtown? I am afraid I'll be dead and buried before I see it. I share Steven Grant's desire for a train station, but the "Coastal Link' is a decade or more away. Is there some way you could craft a plan that calls for an option on a piece of the development for that station should that rail project ever come to fruition? The downtown Master plan depicts a train station right across the street from the French restaurant. This is currently used as an FEC railroad spur. The fact that we have a very visible parcel of land in our downtown that is used for stacking railroad ties and track maintenance vehicles is outrageous. Can we perhaps use the 3 million from the sale to buy FEC out for use for parking and/or a future train station? Or use it to buy other land in Boynton that they could use for the spur? We are really not going to have a beautiful downtown unless that goes away. Count me in as strongly SUPPORTING the mixed use development at the site of the old church and parking lot. It is EXACTLY the kind of development that downtown needs. Paul Kirchhoff Downtown resident since 2005 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT B TO aaMBEACK , A America's Gateway to the Gulfstream Please be advised that Florida has a goad public records law and all correspondence to nie via email n-,Iay be subject to disclosure.Un er, Florida records law, en-iail addresses are public records.Therefore, your,e-n-iail on-in-wni ation and our,e-n-iail address n-,iay be subject to public disclosure. From: Kim Kelly<harleycabo@gmail.com> Sent: Sunday, September 6, 2020 1:36 PM To: LaVerriere, Lori <LaVerriereL flus>; Simon, Michael <Sion flus>; Grant, Steven <GrantS flus>; Hay, Woodrow L. < ay fl.us>; Katz,Justin <KatZJr flus>; Penserga,Ty<PenseraT flus>; Romelus, Christina < oelusC@bbfl.us> Subject: 115 N Fed Hwy Please see attached as I would like to add this to the proposal for development at 115 N Fed Hwy Boynton Beach, Florida 33435 to be considered at the Sept 8th Board Meeting Kim Kelly 529 E Ocean Ave Boynton Beach FI 33435 561 364 4008 "! 561 364 4083 office 3 r '>£ = - 1' t1' _ ,\tt+. ri'• i tt t r �-rr> t i,. ,i,,r# r t :,it ;;. r£'' £ t' r k '�>ak k �, �fy -�\ ,i,r i \ j t}J �. { c t, ,,,,f: r sr x 11ij1`•;-.t) } t 3 tst \£s,ia4i1j5tt 1�t� � r q} U �,t t i ftt t t 1i Z .t' t v t , s,lldjs{srts2 1�+ s 1�MH 'along 1 �l sa�vt U �tsii tt i(}slri It'.. ,r„x'i}v {#�� � 7, ,t5 '1. as _- f j1t}fists � G � .r ` s t st It try�st r tt}s= Gs Y 'li a ,:,I• - ,tt '`r 1st ,lyjil 1}V1}tt} ,,1 1 f,i,)tr,}�t ,t, Y( 1 .�)1tt�lltrt,}>�d( „It;r.k,i t4+ xt,,,,, l �, 1y q t i,?s, i I S ; t= t z tr\1 s£I ,, t a 11�, � Y , 1r t t ,{I qts t`t tt , sq�,, S 3} ; I, ts? ,il }4:'i�,t '1„ .I {tt}Ay {; } v,.r�(+ z 41\r Y - _ _ }, !t i ::3 711 t :li 1� ra�ay*.. - + It,r it}Sr,• q, ,151 Syr{ t.},j+s� _ ,r t, _ - - - � t 2�}tSl(Sra rt.rlrr,to ,v�ll,t1Ar+ 5.,tt ,its, S Yi? OIL •� ��ria,t„ ��}ja ti at t Uao ri. '� - tS' S - t lite jt t� 7 t r�rsllttS4t tf t* Sao tt Its sty }st tll I +41�tiUl t,s�zj})s1 t{�;+ it{tt,.} ff (lE � r}x fS's�ij�h�y� t r )r t ;t si fit r�9 v tt+ME,`} \ : Vl Ir 1 s r ii) i}l a t , 1 137r 11�t ,vr;S rt t � r Ile i1 `=,1'r jrr: t s l• icy ' SUiil,tt�jl ri tis}sst tt{� j/{` v •-;fry 1�rr,; is....(> t t+11Si,A _--- "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon, Michael Sent: Tuesday, September 08, 2020 9:39 AM To: Shutt, Thuy; Utterback,Theresa; Nicklien, Bonnie Subject: FW: 115 N Federal Hwy project Attachments: satellite parking pic--edit--marked up--152jpg For our 115 N. Fed. Hwy. Public Comment Attachment, please see the email below and attached image. Michael Sin-,ion,n, FR A-R A, CP3P, EI E3 Executive Director Boynton Beach Con'imiunit I ede °elr:pn—,ient Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 lax, 561-737-3258 nn j Sin-,ionM@bbfl.us http://www.boyntonbeachcra.com El 91 BOYN T /SII/�� ,C R America's Gateway to the Gulfstream Please be advised that Florida has a goad public records law and all correspondence to mie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-,,ail on-imiuni ation and your,e-niail address n-,iay be subject to public disclosure. From: Susan Oyer<susanoyer@gmail.com> Sent: Sunday, September 6, 2020 5:26 PM To: Grant, Steven<GrantS@bbfl.us>; Penserga, Ty <PensergaT@bbfl.us>; Hay, Woodrow L. <HayW@bbfl.us>; Katz, Justin <KatzJr@bbfl.us>; Romelus, Christina<RomelusC@bbfl.us>; LaVerriere, Lori <LaVerriereL@bbfl.us>; Simon, Michael <SimonM@bbfl.us> Cc: Kim Kelly <kimalley529@ comcast.net>; Kim Kelly <harleycabo@gmail.com> Subject: 115 N Federal Hwy project Dear Mayor,Vice Mayor, Commissioners, City Manager, and CRA Director: 1 I am writing to you all today to encourage you to NOT approve the project for the 115 N Federal Hwy/church property you received in August by Bill Morris and his partners. As a longtime resident of Boynton Beach, and taxpayer, I encourage you to listen to the people and build a project we can all be proud of, that will match the character of our city, and will incorporate its surrounding neighbors. We have an amazing city that sits closer to the Gulftstream than any other city in North America; we have insanely great fishing; we have our share of The Everglades; we have affordable shopping in our all and designer shopping a short drive away in Palm Beach and Boca Raton; we have "location, location, location" being the midpoint between West Palm Beach and Boca Raton; we offer our residents more family-friendly and fun events than any other city in our county; we are one of the oldest cities in the county with a unique history; and so much more. People want to live in our beautiful, historic city that sits next to the water. But we needs art growth! Below you will find not only my criticism of the project that was presented, but also suggestions to improve it and make it acceptable to the residents. Much of this was covered in my facebook posting to most of you in the last week. First, 8 stories--seriously?! I and the other residents of this city have repeatedly told you we do not want buildings taller than 4 stories in our city. I understand the need for nodes, but that doesn't mean I or other residents want the or feel that they are in keeping with the character of our city. The other residents that have repeatedly stood up and fought against unsightly, out of architectural character, non-compatible buildings should not be ignored either. Countless residents speaking to this on Facebook today, Sunday 9/6. Smart development means doing what is right, and a 4 story maximum is what is right. How does 8 stories with a modern look fit into the character of this part of the city? No compatibility with other buildings sitting on the blocks. The architecture doesn't complement existing mid-century or 192o's architecture. What is the plan for incorporating the surrounding buildings into this development so it looks cohesive? Second, parking! According to the study the commission received about 4 years ago, the downtown was about 1,200 spaces UNDER parked. Harry Woodworth's motto, "don't build it if you can't park it" should be at the forefront of all your decisions. The spaces this new project proposes doesn't touch the approximately 152 we are losing. I'm attaching my parking space count from 2 Sunday's ago. Remember, Hurricane Alley has approximately 50 staff(luckily any walk or get a ride to work), Oyer Insurance has approximately 25 employees, the offices at 533 E Ocean has a dozen employees with the 4 businesses, and there are 5 apartments with tenants. The 515-517 where Fashion Shoes used to be is currently being renovated back to its original 6 units with multiple tenants who will need parking for the employees. And all these businesses bring in customers, but none more than Hurricane Alley--easily one of the busiest restaurants in our city. Add on parking needs from Ace Hardware, Boardwalk Ice Cream, and the convenience store on Ocean and Federal during busy times. See the next point for my solution. Third, we need parking &purchased homes, we don't need more apartments. A study released in the last 2 or so years shows that Boynton Beach is over-saturated with apartments. We need homes that people can afford to buy, but realistically, this area would be best served with townhomes at full market value. I hope you saw my facebook post with the picture (attached) describing my ideas. A setback from my family's Ocean Avenue buildings; and compatible architecture with our buildings and Ace Hardware and the other peripheral buildings. My thoughts: build townhomes around the periphery of the project; in the middle, build a 4 story parking garage with amenities for the residents on top: pool, gym, sun deck, extensive plantings like City Palms buildings in WPB; residents and their guests would be able to park on the 4th floor, local businesses could park their employees on the 3rd &extra space on the 4th floor; and that would leave floors 1 & 2 of the parking garage to provide parking for the public. Parking problem solved to a large degree! On the 2 floors above the townhomes, add pocket balconies for trees on the parking garage as in the photo. Plan for living roofs 2 on the townho es as well as roof access for their owners so they can garden/have private gardens. Access to the parking garage can be at the NW and SW corners--facing the railroad tracks. We need more density and these townho es, plus other planned projects (that need to become smarter) will give the needed density. Yes, we need workforce/affordable housing, but not in the area where we can get top prices for luxury living spaces!!!! This idea helps with our needed urban tree canopy needs, makes downtown a unique architectural destination in our county, helps with the urban heat islands that have been created by the last 2 commissions/CRA commissions/Cboards with the concrete canyons being planned for US1/downtown, and would be visually stunning as "living art". Leave the alley behind my family's buildings so customers can still drive in to pick up take away orders from Ki (covi /parade is accommodation); remember 2 of the buildings are front and back access for over 6o years now; and put in a green space buffer for the townho es on this southern end. t Fourth, we need to leave space for the impending train station that is due in the next 20 years. Yes, we need to increase theamount of housing and office buildings in the area, but not at the expense of the station. Plan! Remember, you'll be able to add parking, offices, and more luxury townho es/condos someday on the Bank of America site and the "Villages" site. We really don't ever need more retail under residential, but the "Villages" can handle the needed 2-3 retail spaces (restaurants/convenience store) for the Tri-Coastal Link trains. No building up next to the railroad. Fifth, do not allow this developer to take our public park from us! This park belongs to the public, and should not be controlled by the developer. In any way. Let them adopt the park to pay for the cleaning/maintenance if they really want to help. We have too little greensace in our city; the study from several years ago showed our lack of greenspace is adversely impacting our property values. We need more greensace out of any incoming project. The park belongs to the residents-- not some random developer. Are you not learning anything from the Town Square debacle?! Keep the park in public hands. Park adoption is their option--not concerts or other loud projects that adversely impact those living adjacent. Sixth, the proposed project, at S stories, will involve lots of pounding the foundation. Months of pounding that adversely impacts the businesses for a couple block radius. It will damage my family's buildings, including our building that houses Hurricane ley--it is 95 years old and the oldest commercial building in Boynton Beach. My father's insurance sign on the east side is recognized in our city's historic preservation manuals as an example of historic signage. I can't tell you how many people have told me that my father's sign is their place marker for our city--they know they are in Boynton when they see it! The pounding will damage the Oyer a other surrounding . We don't need S stories and the damage caused by the pounding. Imagine trying to run your business/live in that 5 or so block radius with loud pounding and ground shaking for S+ hours a day formonths: things fall off bookshelves; doors don't fit in their frames anymore; glassware is damaged; you get foundation damage; your building or house gets wall cracks; you can't sleep properly which impacts your health; your pets are scared; and so on. What about sinkholes or saltwater intrusion caused by the foundation pounding for such a tall 3 S- project? Lp 'ad-, L__S,/_, _.j, r,,e,,,.-porJ e j._�s`rJk1,,_) esJ -c,,,.,.,j-vse..., p ... ......... .... .....:..........,.,...............................,...a L! ........... ......... ........ ................................. ................................ ......................................................... reixjtj any and all damage to my family's buildings will be Y, CY - Consider this notice that expected to be repaired by the city, CRA, and the developer back to the pre-construction condition--- I'm sure you are planning for this. I'm assuming there will be provisions for repair to all the local buildings and homes that will beimpacted if such a tall structure is built. 500 Ocean, at its reduced height, caused damage to the Hurricane Alley building from its foundation pounding. 8 stories will cause more damage. Even my reduced height suggestion, with a setback, will cause damage. AVhat plans are in place by the developer to mitigate damage to all the commercial buildings and homes in the area? The damage will possibly extend to Casa Costa and homes to the south west Plus 500 Ocean, Mariner Village, and all the buildings/homes/apartments to the south east. Seventh, and if not damage, definitely TONS of unhappy business owners taking a hit to their business from customers who don't want to endure the ground shaking and noise to visit these businesses. What about the economic impact--on top of/right after a hit by the pandemic? Who is compensating these businesses? Kim Kelly will take the biggest hit--she has back area dining--who wants construction dust in their food and beer? Mitigation???? Thank you, all of you, for taking the time to read this long email and for taking my insights into consideration as you move forward on this project. Suson Oyer 4 �» — t ; 1`S�i��� £ 41t�i��,,``f`��1�j11�4't}t}t��t�,t"�� 1j�t���ttt�r�t�` �'s`�� "' t , at •,Iii ��` _ t 't I` . + t - AIM nt M MY y�f , 3 ( f>sif 4 a E. , - + 1, }+ ty tt s -tys� V1'� c it "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Tuesday, September 0l2O2O3:S6PM To: NicNien' Bonnie Subec FW:There's More! Hi Bonnie: The email below can be added to the public comment attachment for the 11Sitem. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 �- ��1-���-������1-�UO-�U�1 | �� ' SimonK4@bbf|.ua http://vvvvvv.boyntonbeachcra.com B:OYNTON Aw: i6ZEACK, 'R,A CCJ MUNHY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-,Iail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Tuesday, September 8, 20203:18PM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW:There's More! For your records below z Pan-iela Wohler, dn-,iinistrati °e Assistant City Manager's Office e - Mailing Address: P.O. Box 310 Boynton Beath, Florida 3425 PhysicalAddress: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 kr, 561-742-6015 IJP Wt:rhlerF'@bbfl.us boynton-beach.org/ 1111�0 iI c?7';i 011 it E 93 9 13 CITY OF DOYNTON SFACi9 Please be advised that Florida has a goad public records law and all correspondence to n-ie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-sail addresses are public records.Therefore, your,e-n-iail on-in-mni ation ars your,e-n-iail address n-,iay be subject to public disclosure. From: Paul Kirchhoff<pirch @ bellso th.net> Sent:Tuesday, September 08, 2020 3:04 PM To: Grant, Steven <GrartSbbf!. s>; Hay, Woodrow L < ayWbbf!. s>; Penserga,Ty<PerseraTbbf!. s>; Romelus, Christina <Rome! sCbbfl. s>; Katz,Justin <KatzJrbbfl. s> Subject:There's More! I see the FEC has decided to deposit even MORE railroad ties in our downtown. IF AT ALL POSSIBLE, please include in the deal with the developers the certainty that this land can be reclaimed for city use, either by lease or sale. We now literally have a DUMP in the heart of our downtown, and it will never be truly developed unless something is done about it. If not possible (FEC may simply refuse to negotiate), this should not disqualify the deal, as the Van Arnem team are excellent developers and it is just the EXACT type of development we are looking for as a city, but please, PLEASE negotiate this because finally being rid of hideous junkyard would be a great asset to the city. Paul Kirchhoff 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon, Michael Sent: Tuesday, October 13, 2020 11:28 AM To: Nicklien, Bonnie Cc: Shutt,Thuy Subject: FW: parking downtown Attachments: satellite parking pic--edit--marked up--152jpg Hi Bonnie: Will you please keep this for next month's public comment log. Thank you. Michael Sin-,ion,n, ER A-R A, CP3P, EI E3 Executive Director Boynton Beach Con'imiunit I ede °elr:pn—,ient Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 61-333-32 ata n : Sin-,ionM@bbfl.us http://www.boyntonbeachcra.com BOYNTo �t BEACH : America's Gateway to the Gulfstream Please be advised that Florida has a goad public records law and all correspondence to mie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-,,ail on-imiuni ation ars your,e-niail address n-,iay be subject to public disclosure. From: Susan Oyer<susanoyer@gmail.com> Sent: Tuesday, October 13, 2020 7:45 AM To: Grant, Steven<GrantS@bbfl.us>; Penserga, Ty <PensergaT@bbfl.us>; Hay, Woodrow L. <HayW@bbfl.us>; Katz, Justin <KatzJr@bbfl.us>; Romelus, Christina<RomelusC@bbfl.us>; Simon, Michael <SimonM@bbfl.us>; LaVerriere, Lori <LaVerriereL@bbfl.us> Cc: Kim Kelly <harleycabo@gmail.com> Subject: parking downtown i Dear all: As more discussions happen regarding the 115 N. Federal Hwy area, you will hear more "promises" on parking. The most recent offers up 120 public spaces I believe? I'm attaching the parking count I made about a month or so ago. I've marked up the map so you can see what spaces are where. Depending on how people park along the tracks, you get about 152 spaces in this immediate area. Note we've lost 10 spaces when the city remarked the spaces--I believe I've complained about that in the past. You may want to consider the on street parking being compact cars only like so many cities around the world have done. Then you can get more parking in. Plus, it sets the right tone in our forward- thinking, sustainable city. Let's not reward people for making poor car choices when they buy gas- guzzling, environment destroying massive vehicles that they just don't actually need. Let's reward people for making the right choices for our city, our planet. https:ZZwww.youtube.comZwatch?v=L113htfrgeO As we come into the new paradigm taking hold on the planet, will we be on the right side? Will we be leading? Will we be making the right choices for this increasingly over-populated planet? Feel free to let me know if my math is off. S roto Oyer 2 �» — t ; 1`S�i��� £ 41t�i��,,``f`��1�j11�4't}t}t��t�,t"�� 1j�t���ttt�r�t�` �'s`�� "' t , at •,Iii ��` _ t 't I` . + t - AIM nt M MY y�f , 3 ( f>sif 4 a E. , - + 1, }+ ty tt s -tys� V1'� c it "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT BUCHANAN PAPTNERS November 2, 2020 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue Boynton Beach, FL 33435 Dear Michael: Thank you again for meeting with us and Davi Camalier on The Boynton Beach project. We look forward to working with you on that. I am writing to you concerning the CRA property at 115 N. Federal Highway, the site across the street from our project. I realize we have not been involved in the process involving that property up to this point. But we have looked at the proposed plan under the current submission for the site, and we feel that what is proposed is not best for that particular neighborhood nor for Boynton Beach in general. We feel Boynton Beach would benefit from a more walkable, pedestrian friendly development—one that would be lower scale, involve a mix of uses and create a focal point and gathering space for residents and visitors alike. The CRA site is perfect for that type of destination project. That block on Federal Highway, where the CRA site is located, already has a number of the types of users we are talking about. We think it would be beneficial to maintain those users and add more in a well-designed, plaza-like setting that creates gathering space, public amenities and easily accessed retail and restaurants. We also believe the CRA site is the best Iocation for a hotel. Being walkable to restaurants and retail, close to the marina and the Inter-Coastal and not far from the beach, the best chance for a good quality hotel would be in a mixed-use development on the CRA site. And lastly, the potential rail stop should be incorporated into the design in a significant way. A rail stop will bring riders, and the station should be integrated into the project in a visible and highly accessible manner. 9841 Washingtonian Boulevard,Suite 300.Gaithersburg,Maryland 20878.P.301.417.0510.F:301.417.1594.www.buchanapa3viers.c0111 i 1 is t Taken all together, the CRA site provides the opportunity to anchor downtown Boynton with a mix of destination uses. With public space and pedestrian walkability this type of development will draw people downtown and provide amenities for the surrounding projects. There are plenty of sites in Boynton Beach for mid and high.-rise residential. However, from what we have seen, this CRA site is the only one where a truly transformative development can take place. W ouldFbtalou about this further, and look forward to working with you. are Brian S. BPrincipal Buchanan cc: Commissioner Christina Romelus, District II Commissioner Woodrow L. Way, District II Commissioner Justin Katz, District Vice Mayor Ty Penserga, District IV Mayor Steven B. Grant, At-Large Davis Camalier BSB/jhc 9841 Washingtonian Boulevard,Suite 300.Gaithersburg,Maryland 20878.P: 301.417.0510.F:301.417.1594.www.buchanapartners.coni #: "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:32AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: Downtown development For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 ��1-�UO-�U�1 | �� 561-737-3258 ' m�� SimonK4@bbf|.ua http://vvvvvv.boyntonbeachcra.com BOYNTONIA, BEACH CMMUNIff MWEELC AGENCIf America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 20209:44AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: Downtown development FYI below z r Pan-iela Wo filer, dn-,iinistrati °e Assistant City Manager's Office e Mailing Address, P.O. Box 310 Boynton Beach, Florida 33425 Physical Address, 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-742-6015 Wohler'P@bbfl.us U- r:r r� r:rr�- e 6�.r:rr' 13 CiV4EHIM H Please be advised that Florida has a broad public records law and all correspondence to n-ie via en--ail n-,Iay be subject to disclosure.Under, Florida records law, en-,sail addresses are public records.Ther'efor'e, your,e-n-iail on-in-wni ation ars your,e-n-iail address n-,iay be subject to public disclosure. From: Eleanor Essery<eleanoressermailxom> Sent:Tuesday, November 10, 2020 4:34 PM To: Grant, Steven <GrartSbbfl. s>; Penserga,Ty<PerseraTbbfl. s>; Hay, Woodrow L < ay�Wbbfl. s>; Katz, Justin <KatzJrbbfl. s>; Romelus, Christina <RomelsCbbfl. s> Subject: Downtown development I want my vote counted,I do not want to see yet another apartment complex going in the area. WE need hotel accommodations for when family visits. Tourists spend more money while on vacation than people who live here. THE CRA STATES THEY HAVE HAD NO INTEREST FROM ANYONE ON THE LOT BEHIND US EXCEPT FOR THE MIX USE APARTMENTS WHICH IS UNTRUE. A LETTER WAS WRITTEN BY A DEVELOPER JUST RECENTLY AND EMAILED TO ALL LEADERS AND THE CRA STATING THEY WOULD BE INTERESTED IN A HOTEL AND PUBLIC SPACES . THIS NEEDS TO BE ADDRESSED AND NOT SHOVED UNDER THE CARPET!! SPEAK OUT NOW AND LET YOUR VOICES BE HEARD!! THE CURRENT PROPOSAL WAS HIDDEN FROM NEARBY OWNERS AND THE COMMUNITY BY THE DEVELOPER THAT WANTS APARTMENTS SO IT COULD BE SLID THROUGH WITHOUT OPPOSITION AND I KNOW THIS IS TRUE BECAUSE HE TOLD ME!!! MORE SHADE THAN A CLOUDY DAY DURING A TROPICAL STORM!!! EMAIL YOUR LEADERS NOW THE VOTE IS AT 5:30.. We want more options not just the shady ones!!!!! 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:32AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: Condos For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 � ��1-���-������1-�UO-�U�1 | �� ' m�m SimonK4@bbf|.ua http://vvvvvv.boyntonbeachcra.com BEACKA% RA CO ALA. NRY RREEDERV IN' CY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 20209:42AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: Condos Good Morning Mike, Pan-iela Wohler Adn-,iinistrative Assistant City Manager's Office e Mailing AddressP.O. Box 310 Boynton Beach, Florida 33425 Physical address: 100 F. Ocean Ave. I Boynton Beach, Florida 3435 r, 561-742-6015 IJP Wohler'P@bbfl.us boynton-beach.org/ 1111�0 iI c?7';i 011 it E 93 9 13 CITY OF DOYNTON SFACi9 Please be advised that Florida has a goad public records law and all correspondence to n-ie via enIail n-,Iay be subject to disclosure.Un er, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-iail on-in-mni a ion ars your,e-n-iail address n-,iay be subject to public disclosure. From:james kosluk<iaesk2 yaoo.co > Sent:Tuesday, November 10, 2020 5:27 PM To: Hay, Woodrow L. < ay fl.us> Subject: Please do not vote for condos Sent from Yahoo Mail for Wad 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:33AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: N(] MORE Mix Use Apartments inBoynton Beach For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 ��1-�UO-�U�1 | �� 561-737-3258 ' m�� SimonK4@bbf|.ua http://vvvvvv.boyntonbeachcra.com BOYNTONIA, BEACH CMMUNIff MWEELC AGENCY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 202010:04AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: NOMORE Mix Use Apartments inBoynton Beach FYI below z Pan'iela Wohler, dniinistrati °e Assistant City Manager's Office e Flailing address: P.O. Box 310 Boynton Beach, Florida 3425 " Physical address: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 r, 561-742-6015 Ifs Wohler`F'@bbfl.us boynton-beach.org/ 1111�0 iI c?7';i 011 it E 93 9 13 CITY OF DOYNTON SFACi9 Please be advised that Florida has a goad public records law and all correspondence to nie via enIail n-,Iay be subject to disclosure.Un er, Florida records law, en-,iail addresses are public records.Therefore, your,e-n-iail on-in-mni ation and your,e-mail address n-,iay be subject to public disclosure. -----Original Message----- From: Mary Chaundy< chauny yaoo.co > Sent:Tuesday, November 10, 2020 4:12 PM To: Grant, Steven <GrantS flus>; Penserga,Ty<PenseraT flus>; Hay lf.us; Katz,Justin <KatzJrfl.us>; Romelus, Christina < oelusC@bbfl.us> Cc: Mary Chaundy<mchaundy yaoo.co > Subject: NO MORE Mix Use Apartments in Boynton Beach Good Afternoon, Normally, I do not voice an opinion to my city leaders but today I am compelled to act.The City of Boynton Beach does not need any additional Mix Use Apartments in downtown Boynton Beach. A better use for this property off of Ocean Avenue, would be a hotel that would bring tourists into our city to enjoy all that it has to offer. I understand that another developer submitted a letter of interest to build a hotel at that location. Do not allow this letter to be hidden. STOP allowing the CRA to bury this letter so that the shady developer who wants to build the mix use apartments is awarded the bid. We do not need more apartments that will sit vacant in our city! I have been a resident of Boynton Beach for over 20 years and enjoy visiting the local shops and restaurants downtown. We need to attract more tourists to our beautiful city that will support the local businesses downtown to help them thrive. if this letter from this developer gets buried... it will only add additional support to the premise that all government officials are corrupt. Respectfully, Mary Chaundy 8290 Bermuda Sound Way Boynton Beach, FL 33436 Sent from my iPad 2 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q1 Would you like to see a future redevelopment project incorporate a mix of uses, such as (check all that apply): None of the above,'3 RestauranOMMEMEMEM Office Retail Rental, Apartmen t"t{�l� Condominiums 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES None of the above 12.08% 61 Restaurant 78.02% 394 Office 38.61% 195 Retail 69.70% 352 Rental Apartments 15.05% 76 Condominiums 25.74% 130 Total Respondents: 505 1/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q2 Would you like to see a full-service grocery store or corporate headquarters incorporated into a future redevelopment project? Ansy,,,c.,red: 504 Sk'DDed: 3 Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 53.37% 269 No 46.63% 235 TOTAL 504 2111 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q3 Would you like to see a hotel incorporated into a future redevelopment project? #��11�I�������IIII91,1,111IIIII,���I�II�I�`�,,1,'�li��llllllllllll������ i��„��4�'�IIIIIII�IIII��IIII �', Yes No MEN= 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 48.51% 245 No 51.49% 260 TOTAL 505 3/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q4 Would you like to see residential units built for a variety of income levels incorporated into a future redevelopment project? ,(.,,ed: 50 ed: 0 Yep No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 27.61% 140 No 72.39% 367 TOTAL 507 4/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q5 Would you like to see larger than required public open space(s) incorporated into the design of a future redevelopment project? AnS,,V,,,(.,red: 506 Sk'DDed: Yes �c��ltp��,ll,{I) yl ,,���`1,.,,z,s,����,1 III t1lil�li,��r,t�, ����l�,l ,�tl\11�, �11;� No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 79.64% 403 No 20.36% 103 TOTAL 506 5/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q6 Would you like to see more public parking spaces incorporated into a future redevelopment project? AnS,,V,,,(.,red: 505 Sk'DDed: 2 ��I�{�II � 4�`ll,!,,fI�l I III �l ,l 1,���1 �I{„�IIIIII Yes ll,�����I))����,���I,}�Ill�rE�,�$}��\���11�t1 I ;�},\}.��������,�l���IIIIIIII 1 r,�� ���11I11� t No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 80.79% 408 No 19.21% 97 TOTAL 505 6/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q7 Would you support paying for parking during special events and high traffic times? �� IIIIII��II I� 1I III Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 53.27% 269 No 46.73% 236 TOTAL 505 7/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q8 Would you like to see accommodations for mass transit, rail, or ride sharing amenities (such as bus stops, train, Uber, and bicycle) incorporated into a future redevelopment project?#r��l����� Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 71.68% 362 No 28.32% 143 TOTAL 505 8/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q9 Are you a resident or business owner in Boynton Beach? AnS,,V,j,(.,red: 500 Sk'DDed: 7 Resident �����p��ll,{I) yl ,,,)�`l.,�z,fv���,1 �II�� �Ilil�li,,�{r,,t�, ����l�,l ,�{l\�i, IIj+;��,��}{�,� I l��i�i��ll�{.��I�;rEt�,�$t t�����11�at1 I, ;��,}.��I�{I��,���>�Ili II �1,�,sa� �s����11�1 Business Owner Both 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Resident 79.40% 397 Business Owner 4.80% 24 Both 15.80% 79 TOTAL 500 9/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q10 What is your zip code? ,(.,,ed: 506 ed: Boynton Beach Zip Codes 33435 =275 33426 = 76 33436 = 75 33437 = 39 Outside of Boynton Beach = 38 No Responses = 3 10/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q11 Please enter your email address if you would like to be added to the BBCRA email subscriber list to receive information about future redevelopment projects, programs, and events. A=iSyaa. e.92 kis:ss:s.:.aa. 215 ANSWER CHOICES RESPONSES Address 0.00% 0 Address 2 0.00% 0 City/Town 0.00% 0 Company 0.00% 0 Country 0.00% 0 Email Address 100.00% 292 Name 0.00% 0 Phone Number 0.00% 0 State/Province 0.00% 0 ZIP/Postal Code 0.00% 0 11 / 11 BOYNTO C D wimBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.F. SUBJECT: Discussions on Tax Increment Revenue Financing Agreements SUMMARY: At their February 9, 2021 meeting, the CRA Board requested that staff provide them with a breakdown of the past and present private development incentivized Tax Increment Revenue Funding Agreements (TIRFAs), formally known as Direct Incentive Funding Agreements (DI FAs) for discussion purposes at a future meeting. In order to assist with the discussion, the Board wanted to know the TIRFA funding year, associated development and developer/owner, reason for the TIRFA, term of the TI RFA, pre and post tax assessed values and the amounts of tax increment revenue generated for both the developer/owner and the CRA. CRA staff has provided the Board with the requested breakdown as Attachment 1. In summary, the Boynton Beach CRA has entered into a total of six (6) TI RFAs from Fiscal Year 2004-2005 through Fiscal Year 2017-2018. Each of the six (6) TI RFA incentivized developments addressed the goals and objectives of the CRA Redevelopment Plan and area of under performing commercial property or underutilized vacant parcels. With the exception of only one TI RFA, all of the intended approved projects have been completed and are receiving a share of the Tax Increment Revenue generated from the increased tax assessed value of the post development property taxes (see Attachments I I-I V). With the exception of only one TIRFA, all have had a revenue sharing term of ten (10) years. As shown in the Attachment, the total combined Pre-Development Property Tax Assessed Values of the five (5) completed projects was $8,382,532.00 and the Post-Development Property Tax Assessed Values of the five (5) completed projects was $248,217,454.00. The overall total tax increment revenue generated from the five projects during the period of the TIRFA below imposing the share formula is $20,156,656.00. As a result of their experience over the past 14 years of TIRFA creation, management, monitoring and closeout, CRA staff has found certain aspects of the agreements should be strongly considered when formulating the terms of these long term and financially impacting contracts such as but not limited to the following items: • Having the Developer clearly state and demonstrate the gap in the financial structure of the proposed project whether that be brought on by environmental, construction, or market factors. • Limiting the term or duration of the TI RFA to coincide with the total dollar amount of the financial gap as identified by the Developer. • Tightening the restrictions limiting the original Developer's ability to transfer or sell ownership of the Project during the term of the TI RFA without compensation being paid to the CRA as repayment of the tax increment revenue share received prior to the transfer or sale. • Tightening the restrictions limiting the original Developer's ability to transfer or sell ownership in the Project during the term of the TI RFA without compensation being paid to the CRA as repayment of the tax increment revenue share received prior to the transfer or sale AND a share in the equity proceeds of the Project at sale or transfer. • Having identified elements or obstacles raised by the Developer to the CRA that may qualify for tax increment sharing. FISCAL IMPACT: To be determined by the CRA Board. CRA P LAN/P ROJ ECT/P ROG RAM: Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: The CRA Board does not have a predetermined need for a motion or approval of any sort as a result of this item being presented or discussed. Any action taken or direction given is at the sole discretion of the CRA Board. ATTACHMENTS: Description D Attachment I -Tax Increment Revenue Funding Agreement Spreadsheet D Attachment II -Casa Costa Before and After Photo D Attachment III -Seabourn Cove Before and After Photo D Attachment IV -500 Ocean Before and After Photo Q 3 LL CO ti -O LL' -p N x N F ¢' ¢ d V rp+ N O lD N ti ap+ Ot Ol # � o � aE`+ m N m o N C d 3 Lr cs 4,, a m X a Lr 'n x y c : m m N O o m 3 y O O O O o oc� w e p' c6 m m a w c O m M E u � oc � a a o E u m 3O O O O O 3 O m O O O m : # d N a O m N a` a N a y o oc o 0 o y 0 a x O O OuO O O 9 N> va O O u > va M a N O O O Ol a N : N O a ao O O .-i O W a 3 1 O•'.N m: W W O O N G O. 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N N N N N N a - i-I o o a a V — V m L' E s o m E a E a ^ O v c m m o N `o m o m z m aai a s c a a u s N N O D r Casa Costa Before v, f I f F - - - � k S rlkgrd�I�I � �4F�§k r,tF, CJs is i �iill��aryltfiS��i � S xI - I ti�IstUi 1 ,t`S s t� I � l Casa Costa After m � � Iy 1 r 9 s O - It ' ; P IFI, It m qwpp l$ VII all 14 44 It jq M lip low gyI" F y ( M �*A _ ;• I p i pit Casa Costa Before v, f I f F - - - � k S rlkgrd�I�I � �4F�§k r,tF, CJs is i �iill��aryltfiS��i � S xI - I ti�IstUi 1 ,t`S s t� I � l Casa Costa After m � � Iy 1 r 9 s O - It ' ; P IFI, It m qwpp l$ VII all 14 44 It jq M lip low gyI" F y ( M �*A _ ;• I p i pit 500 Ocean Before r r t ) 7D. t5 � 500 Ocean After �lth ; i - �hw Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 Ms. Coppin reviewed the activities planned, which included the Rock the Marina, the Lionfish Derby, Rock the Plaza, Rock the Block and a new Boynton Beach Night Market. The CRA does not host business promotional events in the summer due to rain, so the events are rain or shine. Chair Grant asked if staff could purchase rain insurance. The way the contract is written is the CRA is protected against cancellation. Chair Grant supported the events and requested Rock the Block be held sooner than later. Ms. Coppin commented staff needed more than a month, but may be able to hold it in June. There is a Rock the Plaza scheduled for June 18th or 19th, which they could push outward. Chair Grant wanted to hold it June 25th or the 26th. The Lionfish Derby is in June. Vice Chair Penserga asked about the plan for the night market as there are businesses down the street. Ms. Coppin explained they have identified 53 vendor spaces at the amphitheater and they would invite businesses in and outside of the CRA area. She was working with John Durgan. Mr. Simon confirmed the funding was previously approved and a consensus was needed to start moving forward with these events. Then they would think about Pirates Fest for next year. C. Discussion and Consideration of Responses to a Request for Additional Information from Respondents of the RFP/RFQ for the Cottage District Infill Housing Redevelopment Project This item was heard earlier in the meeting. D. Discussion of Status of Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project This item was heard earlier in the meeting. E. Discussion and Consideration of Letters of Intent for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard This item was heard earlier in the meeting. F. Discussions on Tax Increment Revenue Financing Agreements REVISED Mr. Simon explained the Board asked staff and legal about information on existing TIF agreements and Attorney Duhy put together a legal memo of items. Some items were discussed for the 115 and Ocean One items indirectly, but for future agreements, there is a large financial benefit as a result of all the projects done in association with the CRA Board's additional financing. He would like the Board to consider a clear statement of need, and a gap in the financial structure and how they arrived at the number and what is included in the agreement. He suggested when the money is repaid through the term of the agreement, if they reach that repayment or cost amount prior to the end of the term, the document expires so they would not be reimbursing the developer for taxes they are paying beyond the money they were paid. In some instances, the transfer and 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 sale of the properties needs to be strengthened and greater consideration should be given to include reimbursement to the CRA for the funds they provided up to that point and have the agreement terminate with the sale or transfer, especially if it involves any type of profit or additional value than what was originally established or lost. They do not want to keep paying for an item that was paid for in the sale of the property and then just be transferred to another entity that already paid for the building. Despite what developers say, if they sell a building for way more than they purchased it, they do not need CRA money and the CRA could be paid back. He thought there could be some type of equity benefit to the CRA which could be reused for the project or for a future project. The CRA should consider the particular goals the Board would want to incentivize. Not every project needs additional funding. If the Board can determine during the request for funding if the particular issue or project is an important issue and something that would qualify for the public's assistance, the benefit to the public would be more tax revenue for the City, County and CRA, but if they assist the developer and it has an overarching benefit to the public, it would be better to have some type of intent to let the developer know that a standard, mixed-use projects may not need funding. The Board needs to be diligent with what they are requesting assistance with. Board Member Hay asked when they have property that is developed and they pay a certain percentage and then they try and sell the entire project, if they could they have a policy that would make the remaining TIF payments to the developer null and void. Mr. Simon commented Item Four addressed that scenario. The CRA has wide discretion. Chair Grant asked if there was anything that would prohibit the CRA from making any sort of condition they want under Florida laws and learned the CRA's have wide discretion in the agreement to set forth specific requirements. As to the legal part of the memo, the one-page document can be used when the Board considers the next new project. It is meant to spark major issues that need attention and they could consider them case-by-case. Chair Grant liked the idea of requiring developers receive TIF because then the CRA can dictate what they want in the project. He noted for the Ocean Breeze East project, the funding they will receive this year, was not able to be put into the project, nor could they provide TIF to the Wells Landing project. He liked that they were able to require developers adhere to a CBA. Chair Grant was not worried about developers being profitable. Board Member Romelus noted developers are in the business to make money. She thought it was not a matter of penalizing them, rather if there is a necessity to provide money, the Board do so on their terms. Vice Chair Penserga did not think it was an either/or situation and he agreed the residents should receive community benefits. A developer would profit one way or another, but he questioned if a developer does receive CRA funding if it goes into their pocket or into the project. He supports the bullet points included in the agenda, but he wanted to ensure the money given goes towards finishing the project. He wants to track how the funds are being used. Chair Grant noted developers have not asked for TIF in the last five years. He thought if they want a project, they should give TIF so they have 21 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida April 13, 2021 ........... more control over what is in the project. They want to put TIF into the 115 N. Federal Highway project. Board Member Katz appreciated the or staff put into the report. He was skeptical when developers say they cannot it the property so they will need TIF or land. The problem is when the tax agreements generate more returns for the property owner or developer than the cost of anything the CRA asks them to do, they are getting money they claim they need to fill a gap, and they are profiting off of it. Then they sell it for $20M to $30M profit. If it was so profitable, why did they need taxpayer dollars or what did the CRA get. Often one cannot see anything different than what they may have built on their own, absent public funds. He thought some of the options were well thought out and the safeguards were good. If they sell for massive profits, they should pay some of it back to some degree. Chair Grant agreed. He noted the CRA gave away the land for Family Dollar, and then sold it sothey did not have to pay the short-term capital gains and the price of the land was their profit. If a developer will take money out of the project, the taxpayer should not pay. Board Member Katz noted the Board rakes people over the coals to get out of repaying $40K for affordable housing, but not from big developments. He thought funds that come back to the CRA should beer ark for a specific use and the CRA recycle the funds. G. Discussion and Consideration of Terms for an RFP/RFQ for the CRA Project Located at 115 N. Federal Highway This item was heard earlier in the meeting. 16. New Business A. Discussion and Consideration of a Purchase and Development Agreement for the Property Located at 508 E. Boynton each Boulevard This item was heard earlier in the meeting. B. Discussion and Consideration of a Purchase and Sale Agreement with Larann Land Investments, LLC for Two Vacant Lots at NE 10th Avenue Motion Vice Chair Penserga moved to approve. Board Member Hay seconded the motion. The motion passed unanimously. C. Discussion and Consideration of a Letter of Intent from Habitat for Humanity of out Palm each County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue 22 ATTACHMENT"F" PROPOSED PROJECT FUNDING USES AND SOURCES INFORMATION Project Uses and Sources $ 8,765,000 Land Costs - $ 2,816,900 Soft Costs - $ 52,274,500 Construction Costs - $ 4,890,996 Carrying Cost/Financing Costs - _..._............. _. .............._........ ........._...._ $ 500,000 Marketing and Sales Costs - $ 2,739,617 Permit and Impact Fee Costs - $ 1,160,411 Developer Overhead and Profit - $ 73,147,424 Total Project Cost - Capital Stack Proposer/Developer Equity $ 18,944,969 - Outside Capital Investor Equity $ 0 - Mortgage or Financed Amount $ 43,888,454 - Amount of BBCRA contribution requested, if any $ 0 - Other funding as identified $ 10,314,000 - Funding Total $ 73,147,424 - Page 24 of 30 E vLL� 3~ m m« a C 9 9 a: W c U C V N a m m N c u; a � o a co 1 g m n N o .0 p M c V a P:fit QST,ey C 0. ti ti ti ti ti � C 4 N C J N Q N Y N O 9.4 4 N C c alw lw 1. 1. 1. a 5 a a ,r LIN Im a. e HI 0. ti ti � 3 = u =u =u = u =u =u =u ✓ u a Q E E s+ E E« E E« E E« E E« E E« E E« E E« a 3 a a a a a a a a t v t v t v t v t v t v t v C n n n n n n 9 v c c H o m � 3 in n ✓ v a 0 � v H m o p s v o E E v o v ° v Q Q E v E t E z „n v E o E ¢-O E m E m E `o ow '° '° o ° v m m � a c a a s v v r`v r vo ° v ° v c c o m m r n v � rc N v v E 91 c � F a c E c E c E m v > u m N T 0 0 0 0 0 .. N N N N N N N IN U o 0 0 0 0 0 0 0 m m c c E E N o"a o m m o s a s °a $ a Y s oz � � ABRAMSON & ASSOCIATES,Inc. Real Estate and Public-Private DevelopmentAdvisory Services MEMORANDUM TO: Thuy Shutt, Executive Director Boynton Beach Community Redevelopment Agency FROM: Barry Abramson SUBJECT: Evaluation of Proposals for 115 N. Federal Site Project DATE: November 22, 2021 This memorandum summarizes our evaluation of the proposals submitted in response to the CRA's RFP for the above-referenced site. The evaluation focuses on the financial effect to the CRA of the proposals. The analysis does not consider the conformance of the proposed projects with planning and zoning requirements such as density and parking sufficiency which are being evaluated by the CRA and City. The evaluation is based on the original proposals submitted October 19, 2021 and subsequent clarifications provided by the proposers considered to be consistent with original proposals. The evaluation only considers proposed alternatives that could be developed on property being offered by the CRA and private property on the RFP block for which the proposer has site control. The key findings of the evaluation are presented in matrix form to facilitate comparison. A brief summary of the financial effect of the alternative proposals is presented in the exhibit on the following page. This is followed by a two-page matrix presenting for each proposal a summary of the use program, the CRA property proposed to be used for the project, the key financial terms and their direct financial effect on the CRA, as well as other non-financial benefits and concerns. Financial effect compares proposed one-time revenues and costs' with annual revenues2 to the CRA which are presented in $20223 for an initial year of stabilized operation', likely to be approximately 2025 or 2026 and for a year ten years after that (i.e. approximately 2035 or 2036). Further changes in financial elements (as well as length of income restrictions on 1 One-time revenues and costs are revenues and costs generally occurring at sale or during or shortly following the development period I Annual revenues are anticipated to be repeated annually,generally increasing over time with market inflation/escalation s$2022 are constant dollars not considering inflation/escalation beyond 2022. (Note that, in the interest of simplicity,the analysis includes in the$2022 estimates some relatively small revenue components which are expressed in future inflated dollars) 4 Stabilized operation is property operation following initial lease-up in which property is operating at full occupancy less reasonable anticipated vacancy and credit loss 113 Chestnut Street/Newton,MA 02465 l tel:(617)965-4545 l fax:(617)965-5431/www.abramsonassoc.com workforce/affordable housing) play out in different ways in later years beyond the TIF district sunset but the annual snapshots of 2025/2026 and 2035/2036 are considered to capture the essential effect to the CRA of the alternative proposals in a readily comprehensible form. A second two-page matrix presents the tax increment analysis, the results of which are incorporated in the first two matrices, also expressed in annual revenues for an initial stabilized year and ten years later, in $2022 unless otherwise noted. Following the matrices are additional comments on the evaluation and proposals supplementing those contained above and in the matrices and the dollar amounts in the matrices should be understood in light of the various assumptions and comments presented in the text and footnotes to exhibits in this transmittal. Proposers One Time Net Annual Net Annual Affordability Net Initial Revenue to CRA Revenue to CRA # units, Cost (2025/2026) (2035/2036) #years $2022 $2022 Affiliated Development- -$13,314,000 $22,000 $22,000 118 units @ The Pierce 60-120%AMI (50%of total) for 15 years from closing E2L Real Estate Solutions- redacted $0 $0 26 units @ Banyan Hub 80-140%AMI (10% of total) for 20 years Hyperion Group - -$12,415,000 -$296,000 -$296,000 13 units @ One Ocean Way (West 100%AMI Block Only) (5% of total) for 20 years Related Urban Development Group - 63 units @ Gallery 80-100%AMI Option 1 (Market -$8,470,000 $576,000 $576,000 (30% of total) Rate/WFH Alternative) for perpetuity Option 2 (Affordable -$6,315,000 $366,000 $531,000 97 units @ Alternative) 40-100%AMI (46%of total) for perpetuity US Construction, Inc. — -$6,667,000 -$282,000 $481,000 (post 46 units @ Promenade at Boynton tax abatement) 60-120%AMI Beach (20% of total) for perpetuity 2 O O N N T Q N N N p p a x N F m O C o Ol N O (0 y n c N N ` O T U N �_E o N c -JT T ZO O J O a) O n 00O N N p T VCL N d O U ¢ N C N p U - O O o O m oD m XO y - _ V3 01 01 01 - a) W y a1 _ N O N a) n p_ p C C O m 00 0�1 KS N ¢ N Ol O. d a) C N N N N Cc V1 E Q RR E 0 ? 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N N coo ON O W M N N N O Ol O O N NO N M N O t) O O O N N OV3 H3 d � ^G LL N MO n H T N O x 9 N �O N M m a N N T LO) O N O N o m O + _ >� > O O O N 7 O d N 7 d m •� _ > Q > N Ol 0 O Q d N r d O lC w d o o_ c m �. II W N LL T o O N a P U - _ LL lBQz0 0 Q LLaE a Q o Ud aA Q3 ao M co ` o r � > o W U) d W E a -0 m m d 'o xS N o d E m �� a U E .o Q.c z � m Q E 0a o 0a 0o c = c LL fn V zz o ° aEL a > O a° > o oQz ° 0o 0o N O o o o_= 0_ o > > a Q 0F QO > ao The tax increment analysis applies consistent assessed value per unit (for residential), per room (for hotel), and per square foot (for commercial) to each proposal. These assumptions were based on conversations with representatives of the PBC property appraisers' office who are actively engaged in valuing multi-family and commercial properties in Palm Beach County and the consultant's analysis based on that input. A major take away from these conversations is that assessments, especially of multi-family properties, are due for a significant increase in 2022 reflecting the dramatic increase in rent and sales prices in the local market over the past year. Notably, while the assumption for assessed value per unit of market rate residential used in the evaluation is substantially higher than what would be indicated by current year assessments, it is more conservative than that indicated by the Palm Beach County appraiser. Where proposals call for the CRA to be directly impacted by parking revenues and operating expenses (the entire garage in the Affiliated and E2L proposals and the 150 public spaces in the Hyperion proposal), the evaluation assumes operation on a break-even basis (i.e. revenues only sufficient to cover operating expenses). This assumption, which is more conservative than that made by those proposers who provided estimates, is based on concern about the unproven demand for paid parking in the local market and the consultant's knowledge of operating expense estimates prepared by parking experts for comparably sized mixed public and private use garages in southeast Florida. This may be a conservative element in the analysis but seems reasonable in advance of a study by a parking consultant engaged by the CRA. The uncertainty of the parking economics is a particular concern with the E2L proposal and also an issue, to a lesser extent, with the Affiliated and Hyperion proposals (as Affiliated at least presents a parking lease for the residential spaces though revenues for other spaces are yet to be de6termined and Hyperion exposes the CRA only to the cost and operating economics of the 159 public spaces). Furthermore, input by the City's financial advisor indicated a higher estimate of bond debt service (cushioning for a potential increase in interest rates) than that assumed in E2L's proposal and that such a financing would very likely require a guaranty by the CRA and City, impacting debt capacity. This would likely be the case if the capital cost of parking proposed by Affiliated (or other capital costs of alternative proposals) were to be bond financed by the CRA. With regard to the net cash flow participation proposed by Related, while this potentially is a lucrative revenue stream, it is highly variable, subject to market fluctuations and project- specific issues. If the CRA were to accept this proposal, it would want to carefully negotiate issues such as limiting non-third party expenses to protect its participation. Proposer qualifications were evaluated by CRA staff. All of the proposers include entities with experience in developing the primary use components. We note that E2L's proposes a master development structure with a sub-developer(Eastwinds) with the expertise and financing capability for the primary private project (residential) and no developer on board for the later phase hotel. Such an arrangement can work but is less than optimal in comparison with the CRA negotiating a deal directly with a developer capable of developing and securing financing for all project components. 7 ASSUMPTIONS AND LIMITING CONDITIONS • Information provided by others for use in this analysis is believed to be reliable, but in no sense is guaranteed. All information concerning physical, market or cost data is from sources deemed reliable. No warranty or representation is made regarding the accuracy thereof, and is subject to errors, omissions, changes in price, rental, or other conditions. • The Consultant assumes no responsibility for legal matters nor for any hidden or unapparent conditions of the property, subsoils, structure or other matters which would materially affect the marketability, developability or value property. • The analysis assumes a continuation of current economic and real estate market conditions, without any substantial improvement or degradation of such economic or market conditions except as otherwise noted in the report. • Any forecasts of the effective demand for space are based upon the best available data concerning the market, but are projected under conditions of uncertainty. • Since any projected mathematical models are based on estimates and assumptions, which are inherently subject to uncertainty and variation depending upon evolving events, The Consultant does not represent them as results that will actually be achieved. • The report and analyses contained therein should not be regarded as constituting an appraisal or estimate of market value. • The analysis was undertaken to assist the client in evaluating and strategizing the potential transaction discussed in the report. It is not based on any other use, nor should it be applied for any other purpose. • Possession of this report or any copy or portion thereof does not carry with it the right of publication nor may the same be used for any other purpose by anyone without the previous written consent of the Consultant and, in any event, only in its entirety. • The Consultant shall not be responsible for any unauthorized excerpting or reference to this report. • The Consultant shall not be required to give testimony or to attend any governmental hearing regarding the subject matter of this report without agreement as to additional compensation and without sufficient notice to allow adequate preparation. 8 f t ( J 1 y n 1 P t 3,: F a \n i i{n f' • E U O C: +- o N C �3 OE rl rl N r � ' E U *k � � � C N O *k MO J „ (1)> N Ln 4O M (V6 N M Q U to m - O O of M (�6 M E EF � e, y` iiii - •in C rnrn LfIO a) O Ln 'a E E i m p 0ai E r y p0 ca .n m � � s Cr V a >- A-2 a) n3 a) O cr L O U C O +' a) pp in �O Q its u N Q ++ C L ++ a+ O L 41 O C fu U •L O U •C E O `� L C (6 O +� dA `� `-- LL fu C O L t •L o Q ;E Z3 4- E *' N C C O C 41 O 4 , O Q C C U >> O U m- 41 m C N a) (6 (6 >' LL) Ln ate+ _0 � a) CL N y_ E Q ++ ' a+ O M fu Q C , o (C6 a) - U C � O O O E to C m O Q N c C L � i .0 � C O O Q) +1 a) U Q 7 7 .V in U >• Q 41 C a) E ra 0 O m O O " c c Q ra fa v v, t w 41 c a) Q m E U ;x c � > � C: O Q L 'L E x a) o o E D u 41 n c t oI C: >to Q a) Q �_ c o a) — La) w C M O m C +1 Cr �, +, a) LL N sQ O LMUfa E .0 O U O L > + C ++ to o (U6 Q O E m ++ O � (o a) N C a) — 41 Q Q m � VI, w (6 41 CO 41 � m U a) fa vo 41 41 ni N a) w vI M m Q L t Q a) a) n3 t c c a) � t L a) -C 0 c C aci ` • c a aY' v a o o .� m v - N ',an o ' m ._ o D _ t c V a ,c a i O n 3 Y o w E D m o E •� a .� N c 0 0 ao N v E a y V c a p .c c w m m a tio > m n , c v p m2 D c o a m i v t �. t m a 0 m 0 Y o o c 3 ami v v v a 0 c c s Y o Q; a +a+ C a V '>O Y O C� O O O E i ° m o Y LL o LL n a n a 0_ o � � 0 - 0 E .m w V O N C >• 0 Y 7 V i L Y t Q v > A m x 3 3 0 .Q m o a M v o v a t °ca 0 m tia n a o "- v_ o s X Yo c 'n m 0 + 0 c vEi v m ami -o-0 ` c c *� C: o c c :o m o m 0 0 ,o = o v o c m V ,� a ° o f g m n . 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Y2 k_ �, s`Tst.,ri r �;Sllr -1)A��ij\ t,: ')�•� �.-! .-�1, � � - ( � �,� 'P4,S� +l,tS�11`i��� 1„I ;'++ t` ~jb d �j... y vti s tr r •s��(j(( ritisr}tilt itt J r;��,-- _ t� _ � .?� �s �-�- Y �,�� Mutt, �C r' �; �rrs�t r,� (,j r;is, - <�ffP:•,F,�i!lfs,,� } �,,r��aa��i,� rr�1 `r��,�r ++f P.t ���t ti� ; '-��° i rr J s i i ` tS t r r tit E rs 4„'sj4i t ,Pf c� t'11,jt�t sir S �4,jitt�t ryi IlrJr !u S r,i' : j`' t �� 33: ft(h{�tYti i '�is1 rr( } ty� �) t ��at1 HOO �jfllAi&J$i`11����d-man t�1 Rr�.r4�,` ���}digitNi`f },J2�2Y r w,�r��jGS`if�At�. ���{; ra Till j” 1 r COVER LETTER On behalf of Affiliated Development("Affiliated"), I am pleased to present this proposal and qualifications for what will be our company's fourth public-private partnership venture in Palm Beach County within the past three years. Our proposed project,The Pierce, is envisioned to serve as the anchor for the East Boynton Beach district("EBO"),which we believe will be South Florida's next urban hot spot.The Pierce contains an assortment of uses that combine to create continual activity and energy. The Pierce will contain multifamily,office,retail, restaurant and public uses along with a parking garage containing 150 public parking spaces. Affiliated has played a role in helping create some of South Florida's hippest and most dynamic neighborhoods,and we know that these communities are built block-by-block,with vision,collaboration and by enhancing the distinctive characteristics of a community versus changing the unique fabric that sets Boynton Beach apart from other South Florida cities. Our efforts began back in October 2020,and instead of submitting a project to the CRA at that time,we spent considerable effort meeting with residents,adjacent property owners,and business owners in an effort better understand the objectives and desires of the community so that we could put forth a project worthy of this exceptional city and its residents. A prime example of this is that we have finalized an exclusive Letter of Intent with Kim Kelley of Hurricane Alley raw bar and restaurant that incorporates a brand-new flagship restaurant into The Pierce and allows for Kim's local establishment to continue to serve Boynton Beach residents for the foreseeable future. Affiliated is also working with Oyer Macoviak&Associates to finalize an agreement that will relocate their insurance office into The Pierce and prominently displays their 100-year-old "Oyer Insurance"sign in their new space, remaining visible from the corner of Ocean Ave and Federal Hwy. In the spirit of inclusiveness,The Pierce will provide luxury housing opportunities for over 350 Boynton Beach residents at all income levels. Affiliated is South Florida's foremost leader in developing workforce housing, having completed hundreds of workforce housing units,which The Pierce will deliver. It is our belief is that healthy and dynamic environments are created when people from all backgrounds and income levels harmonize to form one community. The Pierce will house waiters,fire fighters,small business owners,government employees,teachers and young professionals starting their careers. These folks will all have disposable incomes,which we believe will have an overwhelmingly positive impact to nearby businesses and generate nearly$9 million in new local spending. Another major consideration that should set our proposal apart from the others is that we are the only proposer to be able to incorporate the"hard corner"Ocean Food Mart property,which after 10 months of negotiation we have an exclusive agreement to purchase. Federal Hwy and Ocean Ave are"Main&Main". Not only does this corner get the most visibility from vehicular and pedestrian passersby, but incorporating this corner presents a critical opportunity to connect all four corners from a continuity standpoint in order to create a cohesive district"EBO". Our project was given The Pierce name in order to pay homage to one of the City's pioneers,Charlie Pierce(aka the Barefoot Mailman),which acknowledges this area's rich history while pioneering a new path forward. Lastly,we have met with the Brightline executives to discuss The Pierce and have made special accommodations to ensure that The Pierce accounts for the eventuality of a model station on the FEC property adjacent to the subject property. Over 79%of our project's overall site area will be accessible by the public,and the overall pedestrian connectivity from the FEC property is one chief component to ensuring suitable pedestrian connectivity. I always make the assertion that development is a "team sport". Impactful projects cannot occur without the collaboration of best-in-class professionals dedicated to their craft. Everyone involved on this project has committed themselves exclusively to our team and we feel honored to be amongst the very best in the business. It is our privilege to be considered for this site and look forward to working with staff, leadership and the community to execute on this monumental project. Sincerely, Jeff Burns Co-Founder&CEO Affiliated Development wy Q J O LL. y LL- > QCC; V O U L C� JL Q `i �I I QUALIFICATION AND BACKGROUND QFDEVELOPER Affiliated Development("Affiliated") is a locally-based development company with offices in Broward and Palm Beach Counties. VVepride ourselves oncreating developments that make asocial impact imthe communities me invest in. Affiliated's core competency is Public-Private-Partnerships("PIPP"), and we've completed over a half billion dollars in PPP transactions over the past 15 years, including over$162 million in PPP development in Palm Beach County within the last 3 years, and built a reputation as one of the most well-respected companies in the industry. Further on in our proposal you will read testimonials from 9 of your peers(elected officials and CRA staff from nearby South Florida cities) attesting to their experience in dealing with our organization on similar projects. This success has resulted from hard work and following through on the commitments we made to our public partners, which make us uniquely qualified to work alongside CRA staff and City leadership to execute our plan. In 2019,Affiliated executed on one of the first Qualified Opportunity Zone("QOZ") investments in the State of Florida,which was in partnership with the Fort Lauderdale CRA and contained workforce housing. Affiliated successfully raised its own QOZ Fund and successfully navigated the complexities of the QOZ program during a time where program regulations were still unpublished. The Pierce(and subject Property)islocated within the QOZboundaries,which makes this experience relevant. In 2020,we had our closing on the$125M Affiliated Housing Impact Fund,which has afforded our organization with the discretionary capital necessary tomeet the financial obligations for our developments, The fund is comprised of local police,fire and general employee pension plans,which creates a unique alignment of interest between our investors and municipal partnerships. AffiUatedclosed ov3different large-scale loans (totaling over$10Umillion)during the global pandemic,atime where many others were struggling toobtain financing. Affiliated(and its principals) have executed onhundreds ufmillions ofdollars infinancing guarantees,and has the ability to obtai n large loans without the need for outside third parties. Our banking relationships span across multiple transactions and are with some of the largest financial institutions in the business. This proposal contains letters and references from a couple of our preferred lenders todemonstrate our ability toobtain financing. It is particularly imperative to note that our financial capabilities,qualifications and experience in public-private partnership development is that of the proposer(Affiliated)and not in the capacity of the proposers' role working for another firm(not the propn»er). Additionally,Affiliated has never sold a property before it was developed. This is especially important in public-private partnership transactions because the proposer was chosen based on the merits of the proposer,not another entity that the proposer sells or transfers its rights to. When dealing with - AffiUatedthe Boynton Beach CRA can rest assured knowing itwill bedealing with the same entity from start tu finish and for years tocome. Lastly, it is our belief that we are uniquely suited to carryout this project due to exclusive qualifications no other proposers possess,such as: (1) having the 101 N.Federal Hwy property,(2)our relationship with Bdght|ine,(3) our LOI with Hurricane Alley, (4)our commitment to finalize a lease with Oyer Macoviak&Associates, (5)discretionary capital, and(G) propose r-s9cdficPPP experience for this product tyl2e. We hope to demonstrate this further in this proposal and qualifications for The Pierce and thank you for your consideration. ere LSi BwrMor ' Co-Founder&CEO Affiliated Development ~ ATTACHMENT"C" PROP0SER(S) |NFONM/QIOPJ Name: Affiliated Development, LLC Street Address: 013NVV3rd Ave Ste 104 Mailing Address (if different\: N/A City, State, Zip: Fort Lauderdale, FL 33311 054-0�3-0733 N/A Email : FaxNo: Ernai| Address ofContact Person: Lexi Ounn. U]unn@Affi|iatedD*ve|opnnenLnnnm Jeff Burns, JBumns@Affi|iatcdDeve|opnoentoomn Ownership Status Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain The impact tmthe organization and management efforts. No Age ofOrganization—|ncontinuous business since: 4 Leadership List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publicly held company, list Chairman of the Board, CEO, and President: Jeffrey Burns, Co-Founder& CEO, 804 N Rio Vista Blvd, Fort Lauderdale, FL 33301* Nicholas Rojo, Co-Founder& President, 528 Greenway [}[ North Palm Beach, FL334O8 _ Federal Identification No.' 82-3300420 State nfIncorporation & Registration Nn.: Florida, L1708O227646 |fnot acorporation, explain your status: Page 20of3V w' Q' J L.L w (nL.X...'. m C/) LU 1 State of Florida Department of State I certify from the records of this office that AFFILIATED DEVELOPMENT, LLC is a limited liability company organized under the laws of the State of Florida, filed on November 2, 2017. The document number of this limited liability company is L17000227646. I further certify that said limited liability company has paid all fees due this office through December 31, 2021, that its most recent annual report was filed on March 25, 2021, and that its status is active. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Seventeenth day of August, 2021 Tracking Number: 2326125453CU To authenticate this certificate,visit the following site,enter this number,and then follow the instructions displayed. tt s://services.sunbiz.or /Filin s/CertificateOfStatus/CertificateAuthentication State of Florida Department of State I certify from the records of this office that BB QOZ, LLC is a limited liability company organized under the laws of the State of Florida, filed on November 13, 2020, effective November 9, 2020. The document number of this limited liability company is L20000360129. I further certify that said limited liability company has paid all fees due this office through December 31, 2021, that its most recent annual report was filed on March 23, 2021, and that its status is active. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-eighth day of September, 2021 Tracking Number: 6475308686CU To authenticate this certificate,visit the following site,enter this number,and then follow the instructions displayed. tt s://services.sunbiz.or /Filin s/CertificateOfStatus/CertificateAuthentication U-i Ll- > • co a s E a O O � .L ° -0:F a - c N O n 3O w a `D m o E •� a .Lj N E O n tia c4 a E a y V c a0 .c - a) mm a txov 0- v v n a o a N m m E E 'a > m ,n ,., c a Q m c -i5 v t � �. t m a p m p Y c s m Y b.0 Q; a +a+ C a V '>O Y O G�0 O O O 0 • O E i ° m o Y LL o LL n a n a n u � � 0 o f .m w V O N C >• O Y 7 V i L Y t Q v > N m x 3 3 0 .Q > m o a v p a t C: .� -p C N Ga Q a t N ti- . 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U s"lJ7i`. di 0 M 10 QJ u 0 0 �'„ate � � 0 C 0 � �4J "03 � cn sr dry. f sou -Ln E 0 Z C- 0 ' 0 v a r vw C ' In a � E12 u Co o3 C CL - m x04 as � •" 0 �! ° rn > 0 _ t 0 , r � 8 0 AAFFIL-1ATED LETTER OF INTENT On Behalf of Affiliated Development, we are pleased to extend this Letter of Intent (tris 1W') to lease commercial space in what will be a new development project located at the ~ rte (ss further defined Landlord. BB QOZ, LLC, a %rida limited liability company, is successors or assigns (an affiliated entity of AM t d Development, RFP/RPQ proposer) Tenant: CAFE BARiSTA. INC,, a Florida orpr ration, d/b/a Hurricane Alley Raw Bart Restaurant Site. Lots 6 and7, Block 1, "Subdivision of the Town of Boynton," as further defined in Exhibit ; and sli ancillary ry alleyways & rights of way should they be abandoned by the City of Boynton Beach RFPIRFO., Request for Proposals and Deveioper Qt.ialificafions for 11 lei Federal Highway infill Mixed-Use Redevelopment 'r j ct (RFP # 21-05), Issued July 23, 2021 by the Boynton Beach CRA Projects Landlord is submitting a proposal for the RFP/RFQ RFP/Fthat will be a mixed-use dev loprrient project with ars -story multifamily rental building, retail, restaurant and office spaces, induding a parking garage Building: Approximately 3,000square feet of first floor commercial reta it building located on the Site w'l i approximately 1,500 square fest of mezzanine space, s further defined in the attached building floor plan, which may be adjusted s required d un it the Landlord has received site plan approval from governing jurisdiction Property; Shall mean the Site and Building Use. Bar & Restaurant Base t $7,875 per monti , $94,500 per year Lease Type. lel' Initial Lease "'fern; 15 Years Renewal: One (1) 15-year E terrsron Option Rent In go 4 no/. every twn years, Purchase Option. Within 5 leans from the P ss ssIon Cate lure `Option Term")„ Tenant shall have the option to purchase the Property from Landlord for a 5,5O � capitalization rate, as determined by the calculation as stated herein (the .,Sale Price Calculation"), During the Option Term, Tenant shall notify Landlord in writing of mart electing to exercise the Purchase Option (the, ., ! NW 3rd Ave., Ste 104 r" rt Laked rdal , FL 3331'1 4954)953-6733 ATED b VE . R N "F-lurchase Option N trop"), The Purchases potion Notion shall include (a) the Sale Prion Caicul tion, (b)the intended date of closing (which must fall within the Option Term). and (a.) proof of financing, Salo Prion Calculation shall be determined by adding the look ahead 12 months in Baso Beat, starting with the intended closing date, divided by 5.50%, Sales Tux: Palm Beach County, currently at ' ,0% Possession ate. Upon the date Landlord provides Tarrant written notice the Demised Premises has achieved a TC (temporary certificate of occupancy) from the governing authority, or similar, Landlord will work in good faith with the CRA to take possession of the Site and start construction on the Building ahead of starting construction on the remaining Project so as to minimize the finieframe between demoii hinTenant's current business location and this Possession Date sof the new Building, , Rent Effective Date-, Possession Date Prepaid Rent. 2 Months, which shall be applied to first and Inst month rent Security Deposit. $15,000.00 Design:; T n nt shall work with Landlord dein team to design the Dernised Premises to accomrnodate the Use of the Tenant Cost of the design shall be borne by the Landlord, however, any changes to the design after building. permit issuance shall be borne by Tenant- The final design n mu t be approved by Landlord and shall be in accordance with the Landlord budgets, which will be provided to Tenant Timeframes shall be established by Landlord for Tenant to make design decisions, and parties will work in good faith to ensure a mutually acceptable design will be finalized given within the allotted tirnefr mes., Excess,ive design costs will be borne by Tenant. Landlord Work; Landlord shall deliver tl°o space to a vanilla shell condition, which shall mean that the space will have the follow i'ng: HVAC, concrete slab floor, ready-to-paint walls, electrical outlets, primary lighting (not decorative fixtures), plumbing stub-4n connections, bathroorns equipped with toilets and sinks, grosso trap, cooking ventilation, storefront windows and doors, standard sound proofing, exposed acrd painted ceiling, interior doorR , and any other code-required feature, The cost of Landlord Work shall be borne by the Landlord. Tenant Work, At the time all Landlord work has been completed, `tenant shall be responsible to build-ort any remaining construction (including the ro uir ornent for any ,Additions, pornnitting), Tonarit shall hire Landlord"s general contractor, or another qualified general contractor as approved b Landlord, to complete Tenant Work. Tenant shall be responsible for (but not limited to) the following improvements to the i erni ed Premises: paint, flooring (beyond concrete), file, specialty carpentry and woodwork (bar), decorative light fixtures, millwork, kitchen/bar equipment installation, low voltage, 'furniture installation, audio/visual, decorative fixtures, and all other p.; `4:3 NW 3rd t 104, Fort Lauderdale, r� ,��1 1 ��� r � r�7 AAFFILIIATED work not provided by Landlord. Landlord shall provide Tenant with $200,000 allowance for ail Tenant Word:, which shall be drawn based on complete of Tenant 'Wrnr and after Landlord Work. Any Tenant Wort costing over$200,000 shall be the responsibility of the Conant, Building Signage: tenant shall work with Landlord sign company to design exterior Tenant signage, Landlord shall approval the final design for the exterior signage, The cost of the exterior buiIding signage shall be Norrie by the ` on rnt. Informatlow Tenant shall provide Tenant operating history, fin ncial statements and any° other documentation to the Landlord that is reasonably requests. Guaranty. All owners of the Tenant agree to a quaranty. Guaranty shall be lifted at the tirno cumulative rent ,payable to Landlord) exceeds the total amount of tllo Landlord Wort. Confidentiality'. Tenant n;rt ree that all information exchanged during negotiations or once this L l is complete, shall not be disclosed, disseminated, published, released or reproduced to any persien, corporate or individual, other than the officers, directors and legal consultants of the Tenant. Exclusivity-, From the date this L.Ol is fully executed, Tennant agrees to cease communication with any party interested in or participating in the F / F . In the avoidance of doubt, this moans that Tenant (and it's officers, affiliates, employees and consultants) shall not have any communication (written or verbal) relating to the Landlord, this 1-01 or the RFP/RFQ unless such communication n is approved by Landlord. Tenant agrees to publicly support the Project and Landlord in the FP/ F , and shall make all reasonable efforts to assist Landlord on being selected for the RFP/ F and obtaining all municipal approvals Tenant agrees (as business and in. personal capacity) rot to interfere with the RFPRFQ in a manner that could cause harm to the Landlord or rp�ioct, (signature page to foilo !j , Lauderdale, -6733 --"6m 3 �W 3rd Ave.,eve„ Sae �ot FL 3:3 nr ( so)9a AAFFILIATED rYrVL ' C) �x � -q1 Landlord nd Tenant shill work iro good faith to finalize a final lease agreement, consistent with the teras contained herein. Such lease, agreemend shail be finalized Within 90 days after the Landlord achieves site control for all properties necessary t accommodate the Development. This L l nd any blr ration herein shall be non-binding n subject to the execution and delivery of a mutually agreeable lease agreement, which exception to all exclusivity and c nfis errti liar provisions, Tenant Signature. Print Name', 4-1 ............. i itl l ntity Date: U l Landlord Acceptance: Printed P rue:Jett Burns gn tur . itWEntity; Manager, BFB QOZ, LLC Date; 613 NW 3T-d Ave., Ste 104, Fort L ud rrtaleFl-33 311 ( 54)953-6733 October 15, 2021 Mr. Jeff Burns Affiliated Development 613 NW 3 d Avenue, Ste 104 Fort Lauderdale, FL. 33311 RE: Expression of intent to lease approximately 2,600 square feet of office space at The Pierce, Boynton Beach mixed-use project Dear Mr. Burns: This letter is to express to you our intent on reaching an agreement with Affiliated Development to lease office space at your eventual development project,The Pierce. We are in receipt of your draft LOI and will be continuing our discussions with the objective of reaching a deal. As you know, our family has owned our insurance building and operated our business at the property for the past 100 years. With the sale of our building/property, we are now in a position where we need to identify a new home for Oyer Macoviak Insurance as we intend on keeping our business open and remaining in Boynton Beach. When we first met in 2020, we were impressed by your willingness to work with local businesses such as ours to integrate these businesses back into your project. Through Harvey, we are familiar with Affiliated Development and have gained a comfort level in your organization's ability to follow through on your promises. With that in mind, we look forward to continued dialog and wish you the best of luck in competing for the RFP. 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PARTIES AND PROPERTY., p LLC, a Florida limited liability company_ gi p, agrees to bray and � RARAJA'S �L INVESTMENTS, Inc.,a FloridaT_ ration 3 agrees to sell the Properly t. 4 t : dress: 101 . drlr Hwy, ntg ¢ Im Legal Descriptin: Seg 7 s and the folloWnq n6Property-AR 6�121Er cn l Erop,:rty owned by Siler and used t lv min connection with the ownershipron-of the �q t (all collectively referred to as the"PropeV on the teras and conditl rr set forth blurs 11 2. PURCHASE PRICE- °r Deposit held in escrow by: _ p -Morrison LLP _ $ 20�000.00 t ('EsGww Agent') (dmke em subjed to 14 EscrowAgent's address, 7900 Glades Rd., Boca Raton, FL Phone: 5617660011 16 (b)Additional deposit to be gads to Escrow Agent 1 thin u - days days,if left blank)after cornplation of Due Diligence Period or 17 E] Iain days after Effective Date is o ,~ ddttlorrl deposit to be made to Escrow Agent 19 wftin days(3 days,if M blank )after completion of Ones Diligence Period or See Addendum 20 within days after Effective Date 1 dTotal financing(see Paragraph __ 213 All deposits will be credited to the purchase price t closing, 24 Balance to close,.subject to adjustments and pro tions,to be paid i;95�,o{5q.0 25 via wire transfer. 0 For the purposes of this paragraph, 'c rrrpletlonn means the end of the Dire Diligence Period or upon delive4y of x Buyer's written notice f acceptability. 28 .TIME FOR ACCEPTANCE; EFFECTIVE DATE,COMPUTATION OF TIME: Unless this offer is signed by Seller 29 and oyer and an executed copy delivered to all parties on or beforeAddendum this offer 30 will be withdrawn and the deposit, If any,will be returned.The lige fo—ra—weptanceof any counter offer will b 3i 3 days from the date the counter offer is delivered. The-Effective Date'of this Contract is the date an which the 2 last one of the Sell.er and Buyer has signed or Initialed and deli sr d this offer or the final counter offer or 33 - see Addendum . Calendar days will be used when compuflngtime periods,except,time periods of 34 days or less.Time periods of 5 days or less will be computed without including Saturday,Sunday,or national legal 5 holidays.Any time period eroding on a Saturday, Sunday,or national legal holiday will extend until :tag p.m.of the next 36 business day. Time is of the essence In this Contract 7 4. CLOSING DATE AND LOCATION: 38 Closing ate; This transaction will be closed rare _ see Addendum (Closing Dates unless so specifically "ended by other provisionsf this ontr t. Th; Closing Date will prevail over all other time periods 40 in lig l eu f limited to,Financing and Due 131 rr� periods.In thevent insurance underwriting is suspended S Y4arjd err f acknowledge receipt of f thispage,which is page I Wages. CO-5 Rev 9#'r7 r rRealtoW I.w Form implicky 41 on Closing Date and Buyer is unable to obtain property ins uion ce, Buyer may postpone closing up to 5 days after 42 the insurance uride rwrifing suspension is Uteri. 44' 3 (b)Location, Closing will take place inCounty, Florldsa(If left blank,closing will take-Dface in the 44 county wthe here propel is located.) sing may be conducted by mail or electronic means, 45 5�THIRD PARTY FINANCING: 46 BUYER'S OBLIGATIM On or before_.days(6 days if left blank)after Effective Date, Buyer Mil apply for third 47 party financing in an amount not to exceed_%of the purchase price or with a fixed 48 interest rate not to exceed_% per year with an initial variable interest rate not to exceed—%,with points or 49 commitment or loan fees not to exceed0/ _ *of the principal amount, for a term of—years,and amortized W over—years,with additional terms as follows., 5'2 Buyer will timely provide any and all credit,emply ment, financial and other information reasonably required by any 53 lender. BuYer will use good faith and reasonable diligence to(i)obtain Loan Approval within_days(45 days if left 54 blank)ftDm Effective Date(Loan Approval Date),(11)safisfy terms and conditions of the Loan Approval,and(111)close r)a Me loan. Buyer will keep Seller and Broker fully informed about loan Wfication status and authorizes the mortgage 56 broker and lender to disclose all such infOrMation to Seller and Broker, Buyer will notify Seiler immediately upon 57 obldining financing or being rejected by a lender. CANCELLATION: If"er, after using good faith and reasonable 6a diligence,'falls to obtain Loan Approval by Loan Approval Date, Buyer may within days(3 days if left blank) deliver written notice to Seller stating Buyer efther waives this financing contingency or cancels this Contract. so If Buyer does neither,then Sellier may cancel this Contract by delivering written notice to Buyer at any time thereafter. 61 Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction,by closing,of s2 tho% has conditions of Loan Approval related to tile Property. DEPOSIT(S)(for PurPoses of Paragraph 5 only). If Buyer 63 used good faith and reasonable gence brad not obtain Loan Approval by Loan Approval Date and e,4 thereafter ether party elects to cance,I this Contract as set forth above or the lender falls or refuses to close on or 65 before ft Closing Date without fault on Buyers part, the Deposft(s)shall be retumed to Buyer, whereupon both W parties will be released frorn 8PI further obligations under this Contract, except for obligations stated herein as surviving 67 the termination of this Contract. If neither party ele, is to terminate Ws Con ct as set forth above or Buyer fails to use 0 tra 68 good faith or reasonable diligence as set forth above, Seller will be entitled to retain the DsPosit(s)if the transaction sq does not close. For purposes of this Contract,"Loan Approval'means a statement by the lender setting forth the terms 70 and conditions upon which the lender is willing to make a particular mortgage loan to a particular buyer.Neither a pre- '71 approval letter nor a pre quallfication letter shall be deemed a Loan Approval for purposes of this Contract, 72 6.TrrLE. Seller has the lega Iceacity to and will convey marketabW title to the Property by CX I statutory warranty 73 deed 11 special warranty d other free bort 5�p tto of liens asem ants and xe es for c 74 encurnbranCes of record or known to Sef— iWthe year of closing; covenants, 75 restrictions and public utility easements of record;existing zoning and govemmental regulations; and(list any other 76 matters to which title will be subject) 77 78 pr°r id d 4hare exi.StS at closing no Violation of the foregoing and none of them prevents Buyer's intended use of the 79 Property as_ mixed-use multifa 11 e!t and gra r m 4al spa _I 48vtlS t !�!E in rking T�n M2!!�Oo corn arc p 80 (a)Evidence of Title.The party who pays the premium for the title insurance policy vAll seled the closing agent 81 and pay for the title search and closing services.Seller will,at(check one E!sellees El Buys a 82 within days after Effective Date or at least days before losing e expense and g Date deliver to Buyer(check one see Adden (i)�a btk--insurance commitment by a f=lorid ;fc7ensed title insurer setting forth those MaIters to be discharged by Seller at or before Closing and,upon Buyer recording the deed,an ownees policy in the amount of the purchase price fOr fee simple title subject only to exceptions stated above. if Buyer is paying,for the evidence of title and 86 Seller has an owner's policy,SIter will deliver a COPY to Buyer within 16 days after Effective Date.[– (Ii.)an 87 _J 88 abstract,of title, prepared or brought current by an existing abstract f1m)or cerfiffed as correct by an existing ffnn. However,if such an abstract is not available to Seller, then a prior awner's title policy acceptab le to the proposed 89 insurer as a base for reissuance of coverage may be used.The prior policy win include copies of polio gun all ficy exceptions and an update in a fonnat acceptable to Buyer from the Policy effective date and certified to Buyer or I'Z Buyer L 11 1 and Seller acknowtedge reca�pt of a copy of fts Page,Whim is Page 2 of 8 Pagm 711- cc---; R�""9117 SeriaW:W5774400161-NT3156 CO-017 Fbflda Realbm� �.-'Form 11 Simplicity 91 Buyses closing agent together with copies of all doGuments recited in ft prior policy and in the update. If such 92 an abstract or prior policy is-not available to Sailer then(L)above will b s the evidence of title, 93 (b)Title Examination:Buyer will,v"thin 15 days from receipt of the evidence of title deliver written notice to Seller 9,4 of We defects. Title will be deemed acceptable to Buyer if(1)Buyer falls to deliver proper notice of defects or(2) iseeAddenduni uyer delivers proper written notice and Seller cures the defects within_days from receipt of the notice f.'Curative Period'). Sailer shall use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period,closing vAll occur on the latter of 10 days of receipt by Buyer of notice of such cud ng or the 98 scheduled Closing Date.Sailer may elect not to cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are not cured vVithin ft Curative Period, Buyer will have 10 days 100 from receipt of notice of Sell ses inatillfty to cure the defects to elect whether to tenninate this Contract or accept 101 ti lle subject to eAsting defects and close the tri nsaction%Mthout reduction in purchase price. 102 (c)Survey, (check applicable provisions below) 10,13 [x]Seller will,within_5 days from Effective Date,deliver to Buyer copies of prior surveys, 104. plans,specifications, Wrid—engin eedng documents, if any,and the following documents relevant to this ;05 transaction., 106 see Addendum 107 prepared for Sailer or in Seller's possession,which show all currently existing structures. In the event this i0a transaction does not dose,all documents provided by Seller will be returned to Seller within 10 days from the 1019 date this Contract is terminated. 110 9 Buyer will,at Ej- Sellees 9 Buyer's expense and within the time period allowed to deliver and examine III title evidence,obtain a current certffied survey of the Property from a registered surveyor. If the survey reveals 112 encroachments an the Property or that the improvements encroach on the lands of another,E] Buyer will 11-3 accept the Property with existing encroachme nts Z such encroachments will constWe atiffe defect to be 114 cured,within the Curative Period, 115 (d)Ingress and Egress: Seller warrants that the Property presently has ingress and egress- 116 7. PROPERTY CONDITION:Seller will deliver the Property to Buyer at the time agreed in its present"as is'condition, 117 ordinary wear and tear excepted,and will maintain the landscaping and grounds in a comparable condition. Seller 118 makes no warranties other than marketability of title. In the event that the condition of the Property has materially 119 changed siris e the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a 120 refund of any and all deposits paid, plus interest,it applicable,or require Seiler to regi m the Property to the required 121 condition existing as of the end of Due Diligence period,the cost of which is not to exceed (1.5%of 122 the purchase price, if left blank).By accepting the Property"as is', Buyer waives all claims against Seller for any 123 defects in the Property, (Check(a)or(b)) 124 El (a)As Is, Buyer has inspected the Property or waives any right to inspect and accepts the Property in its"as is' 125 condition. 'Wd- --------'7 %ee A &endurn 126 (b)Due Diligence Period, Buyer will,at Buyees expense and within days from Effective Date("Due 127 Diligence Period"), determine whether the Property is suitable,in Buys sole and absolute discretion. During the 128 terrn of this Contract Buyer may conduct any tests, analyses, surveys and investigations Cinspectionsm)which 129 Buyer deems necess"to date ins to Buyees satisfaction the Propertys engineering, architectural, 130 environmental pry pertles,-zoning and zoning restrictions',flood zone designation and restrictions;subdivision 131 regulations;soil and grade, avallablIlly of access to public roads,water,and other utilities; consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits,government 133 approvals and licenses',compliance with American with Disabilities Act;absence of asbestos, it and ground '4134 water contamination;and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the expiratim of the Due Diligence Period of Buyees determination of whether or not the,Property 136 is acceptable. Buyers failure to comply with this notice requirement wil I constitute acceptance of the Property in 137 its present"as is'condition.Seller grants to Buyer, its agents, contractors and assigns,the right to enter the 138 Property at any time during the to of this Contract for the purpose of conducting Inspections, upon reasonable 4.39 notice, at a mutually agreed uon fime;provided, however,that Buyer, its agents,contractors and assigns enter 140 the Prop"and conduct Inspections at their own risk. Buyer will indemnify and hold Sailer harmless from 141 losses,damages,costs, claims and expenses of any nature,including attorneys'fees at all levels,and from 142 liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer 143 Will not engage in any activity that could result in a mechanic's lien being filed against the Property Without 144 saileesPrIbr wfiften consent. In the event this transaction does not close, (1)Buyer will repair all damages to the and Seftr acknolMedge Axeipt of a copy of this page,whidi is Page 3 of 8 Page& Buy, f)C 9117 Form SimpNcity 145 Property resulting from the Inspections and return the Property to the condition it was in prier to conduct f the 146 Inspections,and( )Buyer will,atBuyer's expense release to Seller all reports and other work generated as. 14 result of ft Inspections. Should Buyer d Wer timely notice that the Properly is not acceptable, Seller agrees that: 148 Buyees deposit will be immediately returned to Buyer and the Contract terminated. 149 ( t alk-through Inspection. Buyer may,ort thee day prior to closing or any other time nnAually agreeable to the 150 parties„ conduct a final -throu9V inspecUon of the Propel to determine compliance with this paragraph and 151 to ensure that all Property is on the premises, 152 S. OPERATION PROPERTY DURINGPERIOD., Seller will continue operate the Property acrd r�ny r busin ss c nd ed o the Property in the manner operated prior to Contract and will tale no action that world 154 adversely impact the Propel after closing,as to tenants, lenders or business,if any,Any changes,such as renting 155 vacant space,that materially affect the Droperty or Buyer's intended use of the Property will.be pe fitted g only with tss Buyer's consentwithout dry yes consent. 157 �CLOSING PROCEDURE, Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 158 the norms where the Propel is located. 159 ( Possession and Occupancy,Seller will deliver possession and occupancy of the Propel to Buyer at ISO closing,Seller will provide keys°rewrote controls,and any securit-1ss codes necessary to operate all locks, 11 mailbox P „and security systems, t ( a Buyer YAH payBuyer's attorneys,fees,taxes and recording fees on notes, mortgages and financing °rss statements and r rdlrag fees for the deed, Seller vAII pay Sellses attorneys,fees,taxes on the deed and recording fees for documents needed to cum title def ss if Seller Is obligated to discharge any encumbrance t or 16prior to closing and fails to do so„ Buyer may use purchase proceeds to satisfythe encumbrances. 16 ( Documents: Seller will provide the deed;hill of sale; rn chanic„s lieu affidavit-, originals of those assignable 167 service and maintenance contracts that will be assumed by Buyer atter the Closing Date and lefters to each ISO service contractor torn Seller advising each of thein of the sale of the Property and, if applicable,the transfer of its 169 contract, and any assignable warranties or guarantees recelved or held by Seller from any manufacturer, 170 contractor,subcontractor,or material supplier in connection with ther l current piss of the condominium 171 documents,if applicable,assignments of leases, updated rent roll,tenant at, lender estoppels letters(If 172 applicable);tenant subordination, n n-disturb n and attornment agreements(SND required by the Buyer or 173 Dryer's leader,assignments of permits and lice ns -, corrective Instruments;and letters notifying tenants of the 174 change in ownership/rental aqent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the 175 Buyerin writing,will certify that information regarding the tenant's lease is corrects If Seller is an entity, Seller will °yrs deliver a r sOlration of its governing authority authorizing the sale and delivery of the deed and certification by the 177 appropriate party certifying the resoi tion and setting forth facts showing the conveyance conforms to the 178 requirements of local law.Seller will transfer s rit deposits to Buyer, Buyar will provide the closing statement, t mortgages and notes,security agreements, and financing statements. 160 ( Taxes and rorations: Real estate t e-s„ pens n l property es on any tangible,personal prop , bond 181 payments assumed by Buyer, interest„ rents(based on actual collected rents),association dues,insurance 182 premiums acceptable to Buyer,and operating expenses will be prorated through the day before closing... if the 183 amount of taxes for the current year cannot be ascertained, rates for the previous year wilI be used with dire 184 allowance being made for improvements and exemptions.Any tax proration based on an estimate will,at request 185 of either paw, be readjusted upon receipt of caret year's tax bill,this provision will survive closing. is (e) Special AssessmentLions: Certified, confirmed,and ratified Special assessment liens as of the Closing Date 187 will be paid by Seller, If a certified,confirmed, and ratify special assessment is payable in installments, Seller Y411 IN pay all installments dire and payable on or before the Closing Date,with any installment for any period extending 189 beyond the Closing Date,prorated,and Buyer will assume all installments that become due and payable after the 19Closing Date. Ewyer v011 be responsible for all assessments of any kind which become due and owing iffier Closing 191 Date, unless ars improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date bort has not resu t in a lieu before closing,Seller It pay the amount of the last 193 estimate Of the assessment This subsection applies to special assessment liens imposed by a public body and 194 does not apply to condominium association special rise rents. 195 M Foreign Investment in Real Property Tax Act( I p ” )n If Seller is a'foreign parson'as dented by FIRPTA, 19Seller and er agree to comply vVith Secfion 1445 of the internal Revenue Code. Seller and Buyer will asp corr and liver as directed any Instrument,affidavit,or statement reasonably neo ss ry to comply ande r r } a edge apt of a copy of t1is pages which i Page 4 or Popp. Rm W17 €orm Simplicity with the FIRPTA requirements, i l ding dsiiv f their respective federal taxpayer identification numbers or, Social Security mb rrs to the closing agent, If Buyer does not pay sufficient cash at closing to meet the 00 withholding requirement,Seller ill deliver to Buyer at closing the additional cash nemsessari to satisfy the 2DI requirement. 202 10.ESQ .Seller and Buyer authorize Escrow Aged or Closing Agent(collectively' ")to receive, 203 ds sit,and hold funds and other property in escrow and,subject to Collection,disburse them in accordance with the 204 teras of this Contract.The parties agree that Agent will not be liable to any person for misdelivery of escrowed items t 205 Seller or Buyer,armless ft misdelivery is due to AgenfsX I i breach of this Contract or gross negligence. if Agent 206 has doubt as to ant's duties r obligations under this Contract,Agent may, at Agent's option, )hold the escrowed 207 iters until the parties mutually agree to ft disbursement or until a court of competent jurisdiction or arbitrator 208 determines the rights of the parties or b)deposit the escrowed items with the of the court having jurisdiction over 209 the matter and file an action in interpleader. Upon notifying the parties of such ction,Agent will be released frog all 10 liability except for the duty to account for items previously delivered out of escrow. If Agent is s licensed real estate tt broker,Agent will comply with Chapter 475, Floridat tut s. to any wait in which Agent interpleads the escrowed items 212 or is made a party because of acting as Agent hereunder, Agent Will recover reasonable attorney's fess and costs 213 incurred,with these amounts to be paid from and out of the escrowed iterns and charged nd awarded as court costs 214 in for of the prevailing parity, its t ®CURE PERIOD. Prior to any clams for default being made,a party will have an opportunity to arra any alleged 216 default If a party fails to comply with any provision of this Contract,the other party will deliver written notice to the non- 217 cam,plying party specifying the non-compliance.The non-complying party will have days(6 days if left blank)after 21s delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 21 ; Buyer or Seller shall not be required to prf .rm any obligation under this Contract or be liable 220 to each other for damages so kang as performance or non-performance of the obligation, or the availability of services, 221 insurance, or required approvals essential to Closing, is disrupted,delayed, caused or prevented by Force Majeure. 2.22 "Force Moeurem,,means:hurricanes,floods, extrame,weather,earthquakes,firs, or other acts of God, unusual 223 transportation delays, or wars, insurrections, or acts of terrorism,which, by exercise of reasonable diligent effort, the 224 non-performing party is unable in whole or in part to prevent or overcome.All firne periods, including Closing Date,will 2.2-5 be extended a reasonable time app to 7 days after the Force Majeure no longer prevents performance under this M2 Contract,provided, however,if such Force Majeure continues to prevent performance under this Contract more ilei, 227 30 days beyond Closing Date,their either party may terminate this Contract by delivering written notice to the rather 228 and the Deposit shall be refunded to Btryer,theretry releasing er and Seller from aft further obligations under fie Contract. 13.RETURN OF DEPOSIT. Unless otherwise specified in the Contract, in the event any condition of this Contract is 230 not met and Buyer has timely,given any required notice regarding the condition having not been met, Buyer's deposit ill be rekirned in accordance i °a applicable Florida Laws and regulations, 232 14.DEFAULT: 233 ) In the event the sale is net closed due to any default of failure on the part at Seller other their failure to make 234 the title marketable after diligent effort, Buyer may elect to receive return rn f Buyersdeposit without thereby 236 waiving any actionford ages resulting from elles breach and may seep to recover such damages or seek las specific performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 brokerage se 238 In the event the sale is not closed due to any default or failure on the part of Buyer,Seller may either(t 239 retain all deposit(s)paid or agreed to be paid by Buyer as agreed upon liquidated damages,consideration for the 240 execution of this Contract, and In full settlement of any claims, upon which this Contract will terminate or( )seek 241 specific performance. If Buyer falls to timely place a deposit as repaired by this Contract, Seiler may either t j 242 terminate the Contract and seek the remedy outlined in this subparagraph or(2)proceed with the Contract without 243 waiving any remedy for Buyees default. 244 15, FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract,the 24,15 prevailing party,which for purposes of this provision will include Buyer, Seller and Broker,will be warded reasonable 246 raieys`fees,costs,and expenses. 247 16.NOTICES.All notices will be in writing and may be delivered by,nail,overnight courier, personal delivery,or 248 electronic means.Parties agree to send all notices to addresses specified o the signature page(s).Argy notice, document,or,ileus giver,by or delivered to an attorney or real estate licensee in l ding a transaction broker) 250 repres n lra ,°i party will be as effective ss if given by or delivered to that party. ,Y, y!) and Seller 1 C__acknGvAedge rempt of a copy of this page„which is,sage 5 of s pageso u f 02017 Flaiidarare Form €mpilcit 251 17.DISCLOSURES: 252 (a)Commercial Real Estate Sales Commission Lion Act The Florida Commercial Real Estate Sales 253 Commission Lien Act provides that a broker has a lien upon the ownees net proceeds from the sale of 254 commercial real estate,for any commission eamed by the broker under a brokerage agreement The lien upon the 255 owner's not proceeds is a lisp upon personal propel which afteches e wn es n pro ed grid draw not 256 to th 0 a et r ce s a o attach to any interest in real property.This lien right cannot be waived before the commission is earned, 257 (b) Special Assessment Lions frapossd by Public Body: The PrOPOdY May be subject to, unpaid special 258 BsSeSsrnetit fien(s) imposed by a public body. (A public body includes a Comrnun4 Development District.)Such 25-af liens, If any,shall be paid as set forth In Paragraph 9(e). 260 (c) Radon Gas: Radon is a naturally occurring radioactive gas hat, when It has accumulated in a bu ding n 261 11 1 g 1 sufficient quantities, may present health risks to Persons who are exposed to it mer time. Levels of radon that 262 exceed federal and state guidelines have been found in buildings in Florida.Additional Information regarding radon 263 and radon testing may be obtained from YoLW county public heaith unit, 264 (d) Eng fgy-Efficis ncy Rating Information: Buyer acknowledges receipt of the info tion brochure required by Section 553.996, Florida Statijtas. 266 18.RISK OF LOSS. 287 (a) If,after the Effective Date and before closing,te Property IS damaged by fire or other casualty, Seller will 268 bear the ftk of loss and Buyer may cancel this Contract without liability and the deperit(s)will be r8turned to 269 Buyer.Alternatively, Buyer VAH have the option of purchasing the Propert h ag a d up 270 Seller Will credit the dad Uctible, if any and transfer to Buyer at closing a a t 0 r 6 On purChase price and 271 ny insurance proceeds,or sellees cfaim to any in proceeds payable for the darnage.SGIler will cooperate with and assist Buyer in collecting any 272 such proceed& Seller shall not settle any insurance claim for damage caused by casualty Mthout the consent of 273 the Buyer. 274 W If, after the Effective,Date and before dosing,any part of the ProPerty k n n ndern . nor nd r taking will be pending or threatened, Buyer may cancel this 2175 right of eminent domain, or proceedings for such is ta 0 1 00 Patio u e the 276 Contract Writhout liability and the dap it( will be returned totuyer.Alternatively,Buyer will have the option of AR purchasing what is left of the Property at the agreed Upon Purchase price and Seller will transfer to the Buyer at 278 closing the proceeds of any award, or Selleft clairn to any award payable for the taking, Seller will cooperate 27q with and assist Buyer in collecting any suMh award. 280 19 ASSIGNABILITY;PERSONS BOUND: This Contract may be assigned to a related entity,and otherofte E]is not 281 assignable Z is assignable. If this Contract may be assigned,Buyer shall deliver 282 ttha copy of thG assignment a re m apt o e Seller at least 15 days Prior to Closing. The terms "Buyer,""Seller"and'Broker' g 0 a ves, sora and assigns(if 283 Contract is binding upon Buyerlir rd their , Seeaheirs,personal representaf May he singular or plural. 'This 284 assignment is permitted). 285 20.MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer nd Seller. 286 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party a s referenced in this Contract, Dounte.Tarts and written modifications communicated 287 Signatures,inifials,document, to be bound, 288 electrordeally or on paper will be acceptable for all purposes, including delivery,and will be binding. Handv itten or act prevail over preprinted teans. If any Provision of this Contract 289 typewritten terms insetted in OF attached to this Contr' a 290 is Or becomes invalid or unenforceable, all remaining provisions will continue to be My effective.This Contract will be 291 construed under Florida law and will not be recorded in SnY Public records. 292 21.BROKERS. Neither Seller nor Buyer has used the services of, or for any other reason owes Compensation to,a 293 licensed real estate Broker other than., 294 (a)Bellew Broken 295 (G—Pany Name) (Licensee) Addrwz,Tehons,Fax pap) 296 W4110 is a SirGle a no nt El is a transaction broker 0 has brokerage relationship and wfi ho vWbe compensated by 297 El Saller 0 Bljye,r I both parties pursuaritto 0 a listing agreement[I other(sper4) 298 300 Jb)Buyers Broker. 3DI (Company Nam) (Licensee) �Addmss,Te�aphon-a,Fax,E-tnafl) U and SeHer C--j acknovAedge rec6pt of a Mpy of this page,which Is Flage 6 of a pmps, S."W,88577,A44 m-omln C2017 RaWa RaaPw-641 Form V Sirnplicity 307 who 0 is a single a nt[]is a transaction brokerE]has no brokera e relationship and who will be compensated by 303 Seller's Broker 1i Seller[:1 BuyerEl both parties pursuant to Nan MLS,offer of compensationE]other(spe*) 304 305 (collectively referred to as"Broker")in connection with any act relating to the Property,including but not limited to 306 inquiries, introductions, consultations,and negotiations resulting in this transaction. Seller and Buyer agree to 307 indemnify and hold Broker hess from and against losses,damages,costs and expenses of any kind,including 308 reasonable attorneys'fees.at all levels,and from liability tD any person,arising from(1)compensation claimed which Is we inconsistent With the representation in this Paragraph,(2)enforcement action to colfect a brokerage fee pursuant to 310 Paragraph 10, (3)any duty accepted by Broker at the request of Seiler or Buyer,which is beyond the scope of 311 services regulated by Chapter 475,Florida Statutes, as amended,or(4)recommendations of or services provided and 312 expenses incurred by any t party whom Broker refers, recommends,or retains for or on behalf of Seller or Buyer, 313 22. OPTIONAL CLAUSES., (Check if any of the following clauses are applicable and are attached as an addendum to 314 this Contract): 315 (A)Arbitration (E)Seller Warranty (1)Existing Mortgage 316 (B)Section 1031 Exchange (F)Coastal Construction Control UO(J)Buyer's Attorney Approval 317 (C)Property Inspection and Repair (G)Flood Area Hazard Zone [](K)Seller's Attorney Approval 318 (D)Seller Representations (H)Seiler Financing ther see Addendum 319 23.ADDITIONAL TERMS: 320 321 322 323 324. 325 327 328 329 330 331 332 333 334 335 3W 337 338 339 341 342 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE 343 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 344 FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 345 PROFESSIONAL FOR LEGAL ADVICE(FOR EXAMPLE,INTERPRETING CONTRACTS,DETERMINING THE 3" EFFECT OF LAWRANSACTI S ON THE PROPERTY AND TON,STATUS OF TITLE, FOREIGN INVESTOR 347 REPORTINGREQUIREMENTS,ETC.)AND FOR TITION,ENVIRONMENTAL AND OTHER Buyer ��C )and Seller CL Lj acknowledge receipt of a copy of this page,which is Page 7 of 8 Pages. CC-5 RevW17 =17 Florida Pgdtwvv -'Form simplicity 348 ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY THAT ALL 349 REPRESENTATIONS(ORAL,WRI77EN OR OTHERWISE) LL ER 350 REPRESENTATIONS OR PUBLIC RECORDS UNLESS INDICATES L VERIFICATION 351 THE REPRESENTATION. Y TO RELYSOLELY LL , PROFESSIONAL INSPECTORS 352 GOVERNMENTAL AGENCIES FOR VERIFICATIONTHE T CONDITION, SQUARE FOOTAGE 353 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 354 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 355 party that such signator has Bill power and authority to enter into and perform this Contract in accordance with its 358 terms and each person executing this Contract and other documents on behalf of such party has been duly authorized 357 to do 4.r a 358 - . Data Ignator of i= yr 359 _ , __ Ta: 9�Ido. p d r l rdflt d Nama Uye'r 3co Title: Manager 5� , ,_ Date ( ignatur of Bayer 362 _ .. .�__ ..._ _.,.,... Tai l No.:363 Ty or Print d Nampo of I yet. ltio° Telephone. 864 Buyer'sAddress for purpose of notion ...- ............... 365 Facsimile 3-6 gna r"e - S eller 7 a Tax ID (Typed y ro . rintod fa °f of liar ro , 868 Titin; Pk " _ Telephone: 5-?-;/ _ Z - -- _.__., (Signature of§'lien 370 �.., Tax lo.: ._.. d or Printed Barrio of Seller) __ 371 Title: , ......... Telephone.-- . 3372 Seller's Address for purpose of notice: 373 Facsimile: i=asilo. - Email, Florida REALTOW makes no representawn as to the legal validity or adequacy of any provision of this form in any specific tr-ar€saction,This standardized form should not be used in complex transactions or with extensive riders or additions.This form is available for use by the entire real estate industry and is not intended to iderifily the user as REALTOW,R 1LTOW,is a registered collective membership mark which may be used only by real estate licensees who are members of file NATIONAL ASSOCIATION OF REALTORS"'and who subscribe to its Code of Ethics_The copyright laves€f united States(17 U.S.Cede)fca tad the unauthorized reproduction.of this form by any means including faosiMUB or GOMPW067ad io€rrts. Buyer f t ;;( and seller f (_— acknowledge receipt of a copy€f this page,which is Page 8 of 8 Pages. CC-5 Rear 9117 Sarlal#: 6?i"TY 161 173ts6 42 17 Florida Reaitorsv .Fo rM ADDENDUM TO CONLYIERCIAL CONTRACT' THIS ADDENDUM TO COMMERCIALCONTRACT (the "Adderichnn") entered iritc,, this (IM/ of 2_10219 (the "Effective Date"), and et -,veen . "JA',S FATV-11LY by (4fie"''Seller")and BBQ0Z,L1,C,aF1orida HmItted liabi[43, company (the "'Buyer"). Seller and Buyer are hereby coilectively refet-red to as the "Pand "" and each., individually, a"Party." WITNESSETH: WHEREAS,simultaneously with the execution of this A.Adendum, Seller and Buyer are enterlDg into that cerfain Commercial Contract,with an effeefive date of 202 t (the"Contract"'. to3 - Lreeme�,nt) fior the sale of that certain reatogether with this Addendurni-, hereinafter collective1v he "A._1___ propeity located in Palm Beach County, Florida, as n-mire particularly described in the Contract and in this Addendurn.- and WHEMC AS, the Paities, are desirous of enterina into this Addendtan to further docurnent thpir a-reement with respect to tlhie sale and purefiase of the Property(as dof Iryetl helow), NOW THEREF'ORE, in consideration of iii premises and mutual, coveriants and premises h,ereinafter corittarned and the sum of Ten and Noll 00 Dollars ($10,00" and other good and valuable coil s;derafion, the -eceipt and sufficiency of which is hereby acknoxvledged, the Parties heret)-y aggree as I Recitals. Thefbreg�aing Recitals are True and correct and are incorporated herein as if repeated at length. Unless the context olhervvise requires, all initial capitalized terms used bm not defitned in tains,Addendum shall Iliave the meaning or meanings given to such terms in the Contract. This Addendum shall be deemerd a earl of but shall rake precedence o-verarid shall supersede any provisions to the contrar:�,,,- contai.-ned in the Contraer. All references in fids Addendum di al be deeixied to refer to, the Contract as fn,odifiied by this Addenchim. unless the coritext otherwise requires. 2, EroRer e With respect to the real prope-ny which is the sub ect of the Cerins of the Agre,ement..Seller represents thattlie legal dcscriptiori,of said real prose Ay and other information regarding such real propeny are, as set, foith on E.-Khib-it "'A-l" attached herein the hereinafter the Notwithstanding arry provision of the Contrac! or this Addendum to the consraiY�, the legal desciiption of the Property is subJect to revision arid update during Buyer's Due Diliggence Period to ensure itsaiccuracy, The Property shall inctude: (a) all rights and appuTtenances thereto-, includin- wig rights, title: and interests of Seiler in and to aciacent streets, alleys or riglits-of-way, deveiopment rights, use rights,miner rights, strips,gores,eascinents, priviieges,tights-of-wa-$r riparian and otter water rights,nghts lo lands underlying any aqjacent streets or roads, if any (such rights and appurtenances, are hcreinarftet collectively referred to ,as thi`g dii I i is and (b) all stnuctures. fixtures and ill-he" improvements afffixed to and/or located tipon the Propeityt if any (uhe preceding items in subparagraph (b) are, hereinafter Collectively referred to PtY�). "Elie Properrv, Appuftenances and It. provern n ., i as the "hnVP2Le1V_C n ets. f any, are hereinafter collectively referred to in the Agreemenftis the"PrOne-f-v " AL 3. Re i�oeO ts. The initiaJ deposit of Twenty, Thousand and 001"100 Dollars ($20,000,00) (tine "Initi d Del and the Additional Deposit(as defined herein)is hereinafter refierred to as the he Deposit shall be deposited with Kapp MotTison LLP("Escrow Agent"') vvithin two basin essdkys after the Effective Date, After the expiration of the Due Diligence Perikr-,d, if'Buyer has not tenninated this Addenduin tct Commercial Ganixact ?a_ge I of 12 I-M7100 Contract, the additional amount of Thirty Thousand and 001100 Dollars ($30,000,00) (the "Additional De O—Sit") shall be deposited with the Escrow Agent, 4. Closin . Notwithstanding any provision in the Contract to the,contrary,the provisions of this Section 4 shall supersede and control with respect to the terms of the Closing, 4.1 l tr,F I l . The closing of the transaction contemplated by the Agreement(the Closing") shall occur thirty (30) days after Buyer obtains the Required A'pprovals (hereinafter defined)(the"Closln" Date"), 4.2 Conditi �-Precedem: ,0 t( cif . The obligation of Buyer to consummate the transaction hereunder shall be subject to the "fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion,provided such waiver is in writing: (a) All of the representations and warranties of Seller contained in the Agreement shall be true and correct in all material respects as of the Closing Date; (b) Seller shall have satisfied all Title Objections which Seller elected to cure, if any, and the Required Cure Items(hereinafter defined): (c) Seller shall have delivered to Buyer a Certificate of Compliance from the Florida Department of Revenue as provided for in Section 213.758(4)(a)].a, Florida Statutes; provided, however, actually receiving and delivering the Certificate of Compliance shall not be a requirement or condition precedent to any party's obligation to proceed with Closing pursuant to this Contract, but if the Certificate of Compliance is not obtained, Seller shall fndernni6,Buyer from any and all unpaid sales taxliabilities arising during Seller's period of ownership of the Property; (d) If required by Buyer's lender, Seller shall have delivered, in form and substance reasonably acceptable to Buyer and Buyer's lender,an estoppel certificate and a subordination, non-disturbance and attornment agreement from the tenant at the Property, dated not more than thirty(30)days prior to the Closing Date; Intentionally deleted-, Buyer shall have obtained the Required Approvals; and W Seller shall have performed and observed, in all material respects, all covenants and agreements of the Agreement to be performed and observed by Seller as of the Closing Date, If any condition precedent set forth in the foregoing Section 4.2 is not satisfied as of the Closing Date (or within the time frame specifically set forth in such clause), and Buyer elects, in Buyer's sole and absolute discretion, not to waive such condition precedent, then Buyer shall have the right to either: (i) to urate this Agreement by written notice to Seller, in which event the Deposit shall be right to Buyer and this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly sur%,ive,termination; or(ii) extend the Closing Date until such condition precedent is satisfied. 5 'itle Insurance and Costs.N ot%N,ith standing any provision in the Contract to the contrary, the Parties agree to the following which shall supersede Section 6 of the Contract, 5J The Parties acknowledge and agree that Buyer shall pay the fee(s) for the title examination and the Title Commitment and the premium for the Title Policy and Buyer Shall desiiate the title company and the title agent for this transaction (Trill C m- 91 Upon Seller providing Buyer with a prior title policy with respect to the Property, Buyer shall Cause Title Addendum to Commercial Contract Page 2 of 12 17537100 Company to order a title insurance commitment issued by a Florida licensed title insurer, with legible copies of instruments listed as exceptions thereto ("Title Commitment"). Upon the recordation of the deed transferring the Property from Seller to Buyer, an owner's policy of title insurance in the amount of the Purchase Price, subject only to those exceptions set forth herein shall be issued to Buyer by Title Company (the "Title Folic;" , It shall be a condition to (Buyer's obligation to close that such, Title Policy be insurable at regular promulgated Florida rates by the Title Company of an ALTA 0%wicr's Policy of Title Insurance covering the Property, with such additional coverage and endorsements as Buyer may require the cost of which endorsements shall be paid by Buyer),in the full amount of the Purchase Price, including any simultaneous issue which Buyer may request. 5.2 If the Title Commitment reflects that title to the Property is subject to any exceptions that are objectionable to Buyer, in Buyer's sole and absolute discretion (the "Title Qb jpetiops"), then Buyer shall notify Seller in writing of the Title Objections to which Buyer objects at least fifteen (15) days prior to the expiration of the Due Diligence Period (the "Title Notice"). In the event Seller is unable or unwilling to eliminate all of the Title Objections, Seller shall notify-Buyer as to the specific Title Objections which Seller is unable or unwilling to remove in writing at least five (5) days prior to the expiration of the Due Diligence Period (the "Notice Period")(it being the understanding that the failure of the Seller to provide such a notice shall be deemed to be Seller's election not to eliminate or modify any of the Title Objections), and Buyer may either (i)terminate the Agreement by delivering written notice thereof to Seller and Escrow Agent, and in the event of such termination by Buyer, the Deposit shall promptly be returned to Buyer by Escrow Agent without further authorization by Seller as provided herein, or(ii) waive Buyer's objections to such title matters and in such event, such title matters (excluding any Required Cure Items, as defined below) shall be deemed Permitted Exceptions (it being the understanding that the failure of the Buyer to elect either(i)or(ii)shall be deemed to be its election of(ii)). If Buyer fails to deliver notice of the Title Objections within the applicable period required above, then it shall have waived its tight to object to same and shall proceed to Closing as hereinafter provided (subject to the other terms of the Agreement). Notwithstanding anything to the contrary in the Agreement, Seller shall be obligated at or prior to Closing to cause the satisfaction and/or release off- (A)the liens of any financing obtained by Seller which are secured by the Property, (B) monetary liens that arise by through or under Seller, (C) encumbrances voluntarily recorded by Seller or otherwise placed or permitted to be placed by Seller against tile Property on or following the Effective Date to the extent not consented to in writing by Buyer,(D) judgment liens, each caused by Seller, and (E) any other monetary liens that arise by through or under Seller(excluding those described in clauses(A)through (E)above) (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)(the"Req g'ired Cure'Items"). -' Seller shall have the obligation to satisfj7, release, or cure any such Title Objections which Seller elects to cure (in accordance with the above) and Required Cure Items at any time prior to or concurrently with Closing(as defined below)and with respect to any Title Objections which Seller (provided, if concurrently with Closing, as defined below, Title Company may issue the Owner's Policy with such Required Cure Items and Title Olt ections being satisfied at such time). Notwithstanding the foregoing, Seller shall not be required to commence litigation to cure the Required Cure Items. All costs and fees associated with satisfying, releasing or curing the Title Ob.ections which Seller elects to cure (in accordance with the above) and Required Cure Items shall be borne by the Seller. If Seller is obligated to discharge any Title Objections which Seller elects to cure(in accordance with the above)and Required Cure.Items prior to Closing(as defined below) and fails to, do so and/or does not make arrangement for such to be satisfied concurrently with Closing(as defined below), Buyer shall have the right, but not the obligation,to use Seller's proceeds from the P=hase Price to satisfy any such Title Objections and Seller hereby consents Addend tun to Commercial Contract Page 3 of 12 1753710 0 to such and directs Title Company to do so; if the proceeds frorn the Purchase Price are insufficient to satisfy, such Title Objections or if the Title Objections are not curable solely by the payment of money,without resorting to litigatiorL Buyer may terminate this Agreement in which event Escrow Agent shall promptly refund the Deposit to Buyer together with reimbursement for Buyers out of pocket costs incurred in connection with this transaction up to a maximum a-mount of$10€1,000, During the Due Diligence Period (as hereinafter defined), Buyer shall have the right at Buyer's sole cost and expense, to obtain a survey ("5u ev") of the property prepared by a land surveyor or engineer registered and licensed in the State of Florida. Any encroachment or defect shown on the Survey shall be treated in the same manner as set forth above. 6. At of lnsntction and Marketing of thep yo 6J BUILue itLencL q,Right& (a) Within five (5) business days of the Effective Date and on a continuing basis so long as the Agreement is in effect,'Seller shall deliver to Buyer the materials set forth on Exhibit "B" attached hereto to the extent in Seller's possession and control The Due Diligence Period,5 commence on the Effective Date and expire on that date that is one hundred en days after the Effective late (the 4'Due Iq Period"). During the Due Ili ___Wili—L �D gen cried, in addition to the rights set forth in Section 7(b) of the Contract, Buyer shall have the right to review Seller's Documents and communicate with any tenants of the Property. (b) Approvals. At Buyer's sole cost and expense, Seller hereby authorizes the Buyer to seek, pursue and secure all required site plan, zoning, land.use, financing approvals and CRA approval obtained by any municipalities and/or other authorities having jurisdiction over the Property, as applicable (hereinafter collectively the "Author and each an "Authoritv"), for Buyer's intended use of the Property, which shall include, but not be limited to the construction of a mixed use residential/multifamily rental apartment building which shall include ground floor commercial space and shall have adequate parking for such purposes (hereinafter collectively refer-red to as the "Prpect"), including, without limitation: (1)alleyway abandonment, (ii) utility relocation, i_ (iii) Florida Power&Light utility relocation, , (iv)zoning variances, (v)agency incentives or financing, including without limitation executed agreements with the City of Boynton Beach CRA; and (vi) all other approvals required to construct such Project (items (i) through(vi)above hereinafter referred to as the"ARpLovals"). For the avoidance of doubt, the definition of the term "Approvals"shall include all required site plan, zoning, land use and funding approvals required for the Project (the " "). Buyer shall pursue the Approvals using good faith and due diligence in the exercise of commercial reasonableness at all times during the to of this Agreement. Seiler agrees to cooperate with Buyer in seeking such Approvals and shall execute, without delay,provided they are non-binding and at no cost to Seller any and all documentation required and/or necessary associated with the Approvals,as well as to otherwise assist and cooperate with the Buyer in addressing any requirement in order to secure the Approvals; provided, however, Seller shall not be required to expend any monies in providing such cooperation. The date upon which all appeal periods related to Approvals receivedby Buyer have expired is considered to be the approval date for the applicable approval.,Notwithstanding anything to the contrary herein ' er has not obtained the Required Approvals by that date that is oe hundredeighty 180) ays after the expiration of the Due Diligence Period,and Buyer does not elect to wacl; ncondition precedent of obtaining the Required Approvals., then thereafter either Buyer or Seller shall have the right to terminate this Agreement by written notice to the other party, in which event the Deposit shall be immediately refunded to Addendum to Commercial Contract Page 4 of 12 17537100 Buyer, less the amount of Twenty-Five Thousand and No/100 Dollars ($25,000), which amount shall be paid to Seiler, 6.2 Marketinic of ProvenN. Seller agrees that upon execution of the A9 reement. Seller and its agents shall cease negotiation of the sale/purchase of the Property (or any portion thereof) with any cither existing or prospective buyers of the Property and shall not market the Property(or any portion thereof) for sale at any time during -the term of the Agreement. Additionally, Seller shall not disclose the existence of this Agreement,the terms and conditions of this Agreement,and the existence of the option to terminate the lease of the tenant at the Property(the"Tenant Lease"' ____ .I__ 1 7Seller's Rp:ars qntations and Warranties. Seller hereby makes the following representations and Warranties to Buyer as of theEffective Date,which such representations and warranties shall be deemed to have been made again as of the Closing: (a) Seller has been duly organized and validly exists under the laws of the State of Florida. The Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary parties on the part of Seller and the Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, moratorium, as well as other laws affecting creditors' rights and general equitable principles. The execution and delivery of the Agreement and the consummation of the transactions contemplated hereby do not and will not(i)violate or conflict with the organizational documents of Seller; (ii) breach the provisions of, or constitute a default under, any contract, agreement instrument or obligation to which Seller is a party or by which Seller bound; and (iii) require the consent or approval of any other third party or governmenW agency. The party executing the Agreement on behalf of Seller is authorized by the organizational documents of Seller to enter into the Agreement and bind the Seller to the terms hereof. (b) Seller has not received written notice of any action, suit, arbitration, unsatisfied order ort Judgmen," government investigation or proceeding pending or threatened in writing prior to the Effective to against Seller which has not been resolved, or if unresolved, could materially interfere with the consummation of the transaction contemplated by the Agreement or could create any obligation or restriction binding on the Property or the holder of any legal or beneficial interest therein following the Closing Date. There is no tax abatement or reduction proceeding that is pending for the Property. (c) There are no written or verbal leases, license agreements or any other agreements whatsoever regarding occupancy of the Property other than as set forth in Seller's Documents, (d) Except for the Permitted Exceptions and those contracts that will be terininated by Seller at or prior to Closing there are no agreements or other contracts currently in effect that affect the Property to which Seller is a party. (e) Seller has not received any written notice (i) frorn any applicable government authority of any violations of building codes and/or zoning ordinances or other ordinances, regulations, orders, open permits or requirements affecting the Property, existing or pending; (ii) of existing, pending or threatened lawsuits or appeals of prior lawsuits against Seller affecting the Property; or (iii) from any applicable government authority of any existing or pending or threatened condemnation proceedings affecting the Property. There are no open building permits or code violations affecting the Property. (f) Intentionally deleted. (g) Any and all agreements, including, without limitation, management agreements,franchise agreements and service contracts for the Property shall be term inated Addendum to Commercial Contract Page 5 of 12 175371 vI 0 at Closing by Seller,at Seller's sole cost and expense,so that Buyer shall receive ail of the Property free and clear of any such agreements, (h) Seller has no actual knowledge, of any "hazardous materials" (as hereinafter defined)attributable to or affecting the Property. As used in the Agreement, a "hazardous material" means (i) any hazardous, toxic or dangerous waste, substance or material, as defined for purposes of the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976,as amended,or any other federal,state or local law, ordinance,rule or regulation applicable to the Property and establishing liability.. standards, or requiring action as to discharge, spillage, storage, uncontrolled loss, seepage, filtration, disposal, removal, use, or existence of a hazardous,toxic or dangerous waste, substance or material (collectively, and (ii) any waste, substance or material which, even if not so regulated, is known to pose a hazard to the health and safety of the occupants of the Property or of the property adjacent to the Property - . To Seller's knowledge,no prior use, either by Seller or the prior owners of the Property, has OCCUETed which violates any F-rrvironmental Law. The Property is not subject to any pending or,to Seller's knowledge, threatened investigation, inquiry or remedial obligation under any Environmental Laws, and this representation would continue to be true and correct following disclosure to any applicable governmental authority of all relevant facts, conditions and circumstances pertaining to the Property. There has been no litigation against Seller brought,or to Seller`s knowledge threatened, nor any settlement reached, by or with any parties alleging the presence, disposal, release or threatened release of any hazardous materials from the use, or operation of the Property. 7.2 At Closing, Seller shall deliver to Buyer a certificate, dated as of the date of Closing and executed on behal7of Seller by a duly authorized officer thereof, con fiening that the representations and warranties in section 7.1 are true and correct in all material respects. 7.3 Suniival of Seller's and....-Warranties. The representatiot warranties and indemnities of Seller set forth in&--��—gr-e-einent, u-p—dait-e-'-di-as of the Closing Date in accordance with the terms of flie Agreement, and as set faith in any Closing document delivered by Seiler, shall survive Closing for a period of ninety(90)days after closing. 7.4 C—Ovenants of Seller. From the Effective Date hereof until tire Closing or earlier tennination of the Agreement,except as set forth in the Agreement, Seller shall operate-,insure,and maintain the Property in a manner generally consistent with the manner hi which Seller has operated and maintained the Property prior to the Effective Date. Seller shall not enter into or record any easement, covenant, license, permit, agreement or other instrument against the Property or any portion thereof except as may, be required to enable Seller to perform its obligations under the Agreement or to enable the grayer to obtain the necessary Approvals. Seller shall not cause any action to be taken which would cause any of the representations or warranties made by Seller "I' the Agreement to be false on or as of the Closing Date. Seller shall promptly deliver to Buyer any written notices received pertaining to the Property and any inquiries received from third parties pertaining to the Property. Seller shall promptly notify Buyer in writing of the occurrence of any event or condition which occurs prior to the Closing Date which causes a change in the facts related to the truth of any of the representations or warranties made in the Agreement. 8. Seller Default. Section 14(a)of the Contract,is hereby replaced with the followin& Addendum to Commercial Contract Page 6 of 12 175371vlO (a)In the event the sale is not closed due to any default of failure on the part of Seller other than failure to make the title marketable after diligent effort, Buyer may: (i) elect to terminate this Agreement and receive a return of the Deposit; of (ii) Buyer may seek specific performance. Notwithstanding anything to the contrary herein, if specific perforinance is not available as a remedy because of the actions or inactions of Seller,then Buyer may exercise all remedies available at law or in equity against Seller, including without limitation, suing for damages. 9, BrokeraLe Commissions-With respect to the transaction contemplated by the Agreement. Seller and Buyer each represent that it;aTnot dealt with or engaged on its behalf or for its benefit with any real estate broker. Each Party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claire is made by, through or on account of any acts or alleged acts of said Party or its representatives, said Party will protect, indemnify, defend. andhold the other Party harmless from and against, any and all loss, liability, cost, damage and expense(including reasonable attorneys' fees) in connection therewith, The provisions of this Section 10 shall survive Closing or any termination of the Agreement. M Mseeflaneous. i—O T C'o n'' detia'lit' Buyer and Seller ann d each of their representatives shall hold i strict confidence the ten-ns and conditions of this Agreement, the existence of the Lease Termination Option (bereinafter defined), all documents, data and inforination obtained with respect to this transaction. the intended development of the Property by Buyer, the PrcjJect and/or the Approvals, whether obtained before or after the execution and delivery of the Agreement, and shall not disclose the same to any other party; provided, however,that it is understood and agreed that Buyer may disclose such data and information to the employees, lenders, consultants, accountants, investors and attorneys of Buyer or as othenvise required by law or by court order or in order to the consummate the transaction contemplated herein and/or obtain the Approvals. The provisions of this Section shall survive the Closing or earlier termination of the Agreement. 10.2 Public Disclosure. Seller and Buyer shall not make any press release or public disclosure of the terms and the conditions of this Agreement,the existence,of the Lease Termination Option,the transaction contemplated in the Agreement or related to the Buyers development plans, without the prior written consent of the Buyer, which may be withheld in its sole and absolute discretion. The provisions of this Section shall survive the Closing or earlier terinination of the Agreement. 10.3 Notices. The addresses and contact infonnation of the Parties for purposes of notice is as follows-, If to Seller: RAJA"S FAMILY INVESTMENTS. INC. PO Box 1140 Boynton Beach, Florida "3426 La—t— .......... Atte:5b#figytjslams, Email: shamsad369@hotmaii.com With a C to- 'I he,Wallace Law Gr ruPL )q4n. Lakes Drive 4200 Bo-,ntoter Beggh Florida 33426 Attri.Steven E..Wall ace, Escj. Addendurn to Commercial contract Page 7 of 12 175371v10 Email. .11acela.w e.00m If to Buyer; BB QOZ,.LLC 613 NW 3rd Ave, Suite 164 Fort Lauderdale EL 33311 . Jeffrey Bums lrnal I! tJ .t;rs3xJ _, ,.. _6.. .._:......... pit, cop),to: Kapp Morrison LLP 7966 Glades load, Suite 550 BocaRatown, FL 33434 Lance M.Aker, Esq. Phone:(561)766-6665 Eaik lakes. 1 or°i ca 10.4 I v Simultaneous with execution of this Agreement,Buyershall eater into a confidential agreement ent with the tenant under the Tenant Lease which shall provide a termination n oaption exercisable unilaterally by Bayer which provides for the term.ination of the Tenant lease (the "Lease Termination Option").. 3 e Lease Termination Option shalt be conditioned upon the sale of the Property to Buyer. 10.5 Intentionally deleted. 16. � � Seller hereby acknowledges and agrees that the purchase of the ProPerty or any portion thereof pursuant to this Agreement may comprise part of(i)an independent like-bind(tax defer d)exchange under Section 1631 of the Internal Revenue Code(a ``1031 Exchange")and/or(ii)a transaction involving investment ent intoe an opportunity Zone ( " Investment"), provided that same will not defy the Closing,cause additional expense to Seller, increase Seller's liabilities or obii atioons or otherwi se modify any of the term scar prorvisicons of this Agreement.Buyer's rights under this AgTeement may be assigned to a qualified intermediary for the purpose of completing a 1031 Exchange. Seller agrees to reasonably cooperate withat no coast to Seller: (i) Buyer's qualified intermediary for the purpose of effectuating or facilitating a 1031 Exchange,provided Haat Seller shall not be required to incur any liability or coasts,or take title to any other property, in connection therewith, and/or(ii)Bayer to enable Buyer's completion of an OZ Investment including, without limitation, to modify this Agreement, structure of the transaction and the closing procedures and deliverables hereunder to allow a 1031 Exch ;e aradlor an C1 Investment ent to comply with applicable law, rules oar re ulatioon pertaining thereto so long as any such modifications do not have ars adverse effect on Seller provided such does not change the material terms of this Agreement(i.e. Closing Date; and Purchase Price). 16,7 Quatte carts. The Contract t and this Addendwn may be execrated in counterparts and may be executed electronically or by ,pdfsignatures, and all such executed counterparts shall constitute the same agreement,and the signature of any Party to any counterpart shall be deemed.a signature to, and niay be appended to, any other counterpart. 16.E a ° o �: a s THE RESPECTIVERTI T AND THEY HEREBYICI WAIVE TRIAL BY JURY ANY ACTION, PROCEEDING ING I COUTNTERCLAIM BROUGHTEITHER THE PARTIES 14ERETO AGAINST THE- OTHER ON ANY MATTERS WHATSOEVERSING OUT OF OR IN ANY WAY CON C I ED WITH THE AGREEMENT,OR FOR FETE ENFORCEMENT OF ANY REMEDY RELATING HERETO LJNDERANY STATUTE, EMERGENCY C Y C1 aE . T HE PROVISIONS OF THIS SECTION SHALL S IRI E THE CLOSING EARLIER TERIMINATION OF THE AGREEMENT. Addendum to Commercial Contract Page 8 of 12 17537100 10.9 Time of the Essence. Time is of the essence with respect to each and every provision of the Agreement. 10,10. "AS IS";Disclaim nerof Warranties. Buyer acknowledges that Seller is conveying 0 the Property to Buyer in "as is" condition. Buyer acknowledges that.except as expressly set forth in this Ag ,reernent and the documents delivered by Seller to Buyer at Closing, Seller has not made any warranties or representations concerning the Property, or any component thereof, including, without limitation,the operation of or the costs or results of the operation thereof the condition of the improvements-, the existence, location, quality or condition of any personal property; the concurrency status of the Property;the zoning or other land use restrictions affecting the Property-, the enforceability of any contract other agreement or right assigned hereunder; the compliance of the Property or any part thereof with any governmental requirement;the use or existence or prior use or existence of any hazardous material on the Property; or the accuracy or completeness of any ,statement or other matter previously disclosed to Buyer. Buyer represents that it is purchasing the Property in its present condition,the Buyer having made or having the opportunity to make during or prior to the Due Diligence Period) its own inspection and examination of the Property and all components thereof. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREfN AND THE DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES GIVEN TO BUYER fN CONNECTIOlel WITH THE SALE OF THE PROPERTY. SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY AND FITNESS THAT MAY BE DUE FROM.SELLER TO BUYER. NOTWITHSTANDE'qG ANYTHING TO THE CONTRARY SET FORTH HEREfN, 17AIS SECTION SHALL SURVIVE THE CLOSING. I O.11. nRelease. Except as expressly set forth in this Agreement and the documents delivered by Seller to Buyer at Closing, Buyer, on behalf of itself and its heirs. successors and assigns,hereby waives. releases, acquits and forever discharges Seller, its officers, directors,partners, shareholders,employees., agents,representatives and any other person acting on behalf of Seller, and the successor and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights,damages, costs, expenses or compensation whatsoever,direct or indirect,known or unknown, foreseen or unforeseen, which Buyer or any of its heirs, successors or assigns now has or which may arise in the future on account of or in any way.related to or in connection with any past,present or future physical characteristic or condition of the Property, including,without limitation, any hazardous material in,at, on, Linder or related to the Property, or any violation or potential violation of any governmental requirement applicable thereto. This release shall survive the Closing. [SIGNATURES FOLLOW ON NEXT PAGE] Addendum to Commercial Contract Page 9 of 12 17537100 Ni WITNESS WHEREOF, the Parties hereto have duly executed this Addendum as of 1he date set forth on the first page hereof and the individuals executing this Addendum specificafly acknowledge that they have authority to execute this Addendurn and bind each of the respective Parties. SELLER: RAJA'S FAMILY INVESTMENTS, INC., a Florida corporation Printed ame.,_ Its Date: BUYER: BB QOZ, LLC, a Florida limited liability L;ompany ........... Printed-'�4 me: j'- �'�' ?7t Its., Date: Addend urn to Commercial Contract Page 10 of 12 17637100 Exhibft"A-V Le ki scriptionq area Details of the Property 'of the North 58.25 feet 14 mid all of die East 9 &et of the North 58.25 -feet ed ti lock 6 original townsite of Boynton, Florida Wcording to a peat thereof on file t Book 1, Page 23, Patin Beach County, Fonda public recdand also according tN. &: ttoched sketch of Lot 14 and East 9 feet of Lot 13, Block 6, original townsite of O'ww rax Bo Florida surveyed d prepared by Georgee 13mckway, Engineer, wider date of D r, 1939,and marked on said sketch TractI"; also 4� y IMACT�0. 1q .s All of t � Q gest; tot t a d the t t of Sou t of Lot 13, Block , original t Boynton, l d -, riling t s plat thereof file Plat Book t, Page , MaInm ,-, County, Florida cords, d di t the attached st `` tt t , c , original t t Boynton,Florida, survey rge S, Brockway, Engineer, tinder date of December 1939, and marked on said "Tract ". R CT : West 41 feet of Lot 13 in a theTown Boynton, m a Florid cording t theplat, r file in the office of the Clerk of the Circuit( in and for Palm Beach County, Flofida�T'orded in Mat Book l.,Page 21 LESS AND EXCEPT The East 10 feet of Lot 14 and the feet, less the East 10 feet thereof, of Lot 1 , Block , Original Town of Boynton-, according to the plat thertof as recorded ln Plat Book l at Page 23 of thePublicRecords- f Palm Beach County, Florida;being to Section 28, hip 45 South, Range,43 . rot; d That part of the aforementioned Lt 14, Block 6 of Original of Boynton, which is included in the external area formed by a 1foot radius am tangent to a line s fee t rt f and parallel to the South line of said Lot 14 and tangent to a line 10 feet West of and parallel to the East line of said Lot 14; subject to the existing right- for Occarn wQ all containing 0.028 of an acre, more or l s , Addendian to Conum,ercial Contract Pa-ge I I of t 1 53"if O Exhibit"B" Property Reports 1. Any and all reports regarding the presence of hazardous materials on or about the Property, including, but not limited to environmental reports; 2. Recent property tax assessments and bills; 3. All infori-natio-ri, plans or notices pertaining to the zoning of the Property and development rights in connection with the Property; 4. Copies of any violation notices received from governmental authorities in connection with the Property; 5. A]I documents or contracts evidencing obligations of Seller to be assumed by Buyer; 6. Current insurance policies; T Information on any liens and open permits; 8. Previous,current and proposed building plans and specifications for the Property; 9. Any estoppel certificates as may be required by a lease; 10. All current leases and rent rolls; it. Any and all contracts which may exist between Seller and a third-party entity performing work on the Property; 12. Any report in the possession of Seller including appraisal(s), property condition report(s) and all other studies, notices or information pertaining to the condition or value of the Property; 13, An existing ALTA survey of the Property, 14. A copy of the oN"j-er's policy of title insurance for the Property; IS. Copies of all warranties andgruarantees pertaining to the Improvements; 16. Any other documents or in-formation reasonably requested by Buyer with respect to the transaction contemplated by the Agreement, Addendum to Commercial Contract Page 12 of 12 17537100 • IN1 tff '{C"S4t� '�i X15 Si"��'t,N, , T 61 t xr _i r 3b�i19�j1S t , x Lvl` ?k� ?._»�`, •1°. �.'� �r' k t k� t r i v 'Rf }ra w I,f, tkr OU t '0111al��gi ...� ; f `�f, � T t k MY, fi� 4� �tl I � E. 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U O N C Q N O p L fC •?� O cnU .p L +' V > � +' +, m N +' 0 N 0 N ULU ate, •3 i +' cn •— N M M E M CO o C: ago OAC O .c+ �, Ln L cr N p +' of of L a + N CLO C1A • N fC N = N m ° _ of C: tU O cr u fB U N C) U o (1) 3 � cv N O `i N cB °' N cB +; _0 L N > Q > =3 _0 L -0 O m aN, > C)- C) Q H cn m N N C: m4� � +' N m C: cu — � •U � � a--+ Late—+ .� + O Oate+ X O CO E 4— 2 U N ate-+ m. U +-+ C: Q) fB O 306 -0 p Q c N — L O `— of lfl ++ 2 U •N S fB _v N of ++ 'vf I� N ° (V N 'N fB : UL O � a + ate' cr c ate+ ;0 u mO M : 'cR N •N Q Q ~ L 0 Y j. +�, N O N 0 0 0 N Q _ O N V 4- C: N Q X > N C1A L u ate+ � LU U Q cn ate+ U O cn O U ci CL ° v .� ,Oceu + E =3 C: L Q -0 O � w c " 4- H — N N cn 4�A >i N V ate-+ U > L ++ >, fB N N � >- H Q E H -0 O U D a U N +L+ 'cn cLs Q cB cB �fil y lie .o .mmm m ! ® e® !mm TCEA TRAFFIC I M PACT ANALYSIS BEACH,THE PIERCE BOYNTON FL Prepared by: Kimley-Horn and Associates, Inc. West Palm Beach, Florida Kimley )))Horn October 15,2021 Registry#696 Kimley-Horn and Associates,Inc. 1920 Wekiva Way Christopher W West Palm Beach,Florida 33411 561/845-0665 TEL \`S�nP"ER•"H''% This item has been electronically H e g g e n _ m% signed and sealed by Christopher W. *£, No.58636 5;*= Heggen,P.E.using Digital Signature and date.Printed copies ofthis 1 STATE OF f��` document are not considered signed 2021 1 0 15 FS•.L q,RIpP�'`@� and sealed and the signature must be ////i sNhl1l4`G y\\ verified on any electronic copies. 12:05:32 -04'00' Christopher W. Heggen, P.E. Florida Registration Number 58636 °0�� ��� ��U��� 0���� � ���_�� '�r � @��� � � T[8K|Ci0 tAnalysis � ���U m� Contents Table of Introduction............................................................................................................................................ 1 Inventoryand Planning Data ...................................................................................................................3 ProjectTraffic..........................................................................................................................................4 TripGeneration...................................................................................................................................4 TrafficDistribution...............................................................................................................................6 IntersectionAnalysis.............................................................................................................................. 10 PedestrianAccess.................................................................................................................................. 12 EastOcean Avenue............................................................................................................................ 12 SouthFederal Highway...................................................................................................................... 12 Conclusion............................................................................................................................................. 13 Appendix A: Project S|t8D8t8 Appendix B: Turning Movement Counts Appendix C:VU|U08 Development Worksheets and Signal Timing Appendix D: 8«OChnOOutput Worksheets k:\wp b—tpto\bmoko\npn\ohrio\boyntontoeo\2021'10'15the pierce tio.doox P8q8 | i °0�� ��� ��U��� 0���� � ���_�� '�r � @��� � � T[8K|Ci0 tAnalysis � �^� /� ���U ���� �» »��»es Table1: Development Intensities ............................................................................................................1 Table2: Trip Generation..........................................................................................................................5 Table 3: Existing Intersection LOS and Delay.......................................................................................... 10 Table 4:Total Future Intersection LOS and Delay...................................................................................11 Table 5:Total Future Intersection LOS and Delay (Modified Signal Timing) ............................................11 List of Figures Figure:Site Location .............................................................................................................................2 Figure 2: Project T0O1CD|8thhUtiUO----------------------------------'7 Figure 3: Project T[8ff|C |Ot808CtiUOA88|gO08Ot (D8Q8Ot)-----------------------.8 Figure 4: Project T[8ff|C |Ot808CtiUOA88|gO08Ot (D88khUU[VU|U08«)-----------------.9 Traffic Impact Analysis Kimley>Morn Introduction The Pierce is a mixed-use redevelopment project that is proposed to be located within the area bounded by NE 4t"Street on the west, Federal Highway on the east, East Ocean Avenue on the south, and Boynton Beach Boulevard on the north. The overall site includes several existing buildings on site, which are proposed to be demolished and replaced by the redevelopment project. Table 1 summarizes the existing and proposed land uses and intensities. Table 1: Development Intensities � a �a •m Convenience Store 1,792 SF -- High-turnover Sit-Down Restaurant 2,794 SF 7,100 SF General Office 12,477 SF 6,200 SF Commercial Retail 4,104 SF 3,500 SF Multi-Family Residential -- 236 DU The site is within the City of Boynton Beach's Transportation Concurrency Exception Area (TCEA). Figure 1 illustrates the site location. The parcel control numbers for the properties associated with the redevelopment are the following: • 08-43-45-28-03-006-0100 • 08-43-45-28-03-006-0130 • 08-43-45-28-03-006-0111 • 08-43-45-28-03-006-0010 • 08-43-45-28-03-006-0120 Kimley-Horn and Associates, Inc. was retained to prepare a traffic impact study to determine the impacts of the modifications to the approved site plan. Because the site is in the adopted TCEA boundaries, a full evaluation of roadway capacity is not required. However pursuant to Article 12, Chapter K within Palm Beach County's Traffic Performance Standards Ordinance (IPSO), an abbreviated traffic impact study that includes the net traffic generated with the site plan modification,assignment throughout the Test 1 Radius of Development Influence, and projections of future traffic at the site access is required. This document presents the methodology used to satisfy these requirements and the results of the traffic impact study. Additionally, Level of Service (LOS) analyses have been performed at the signalized intersections of Boynton Beach Boulevard & Federal Highway and East Ocean Avenue & Federal Highway. Parcel data summaries are included in Appendix A. k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 11 it IPI tit tit Nil JI �tf hf v, itj S , 1 1}+ ff t ff t fi ilf rfs 41 ;l,4,"', f (i ,If.f 1lpi{ f �� r i r f U It R i 'a t t },�trr�%i}`""'4S ' Boynton Beach Blud. ;t/�roan``i t,�sff f fi IVE 1st Ave. 11 Ocean Ave. it r.,t . . J CO CO m },tuff i f&,tv n.f Or r `14 }ft- � S� Serf r Q t LEGEND FIGURE 1 The Pierce Project Site Site Location Trafficways Kimley))) Horn Traffic Impact Analysis Kimley>Morn PlanningInventory and The data used in this analysis was obtained from the Palm Beach County Traffic Division and FDOT Annual Average Daily Traffic.The data included: • Historical growth rate information (FDOTTraffic Online) • Committed development traffic data (from the Palm Beach County TPS database) Turning movement count summary data was obtained from the Palm Beach County Traffic Division at the following signalized intersections: • Boynton Beach Boulevard & Federal Highway • East Ocean Avenue & Federal Highway Turning movement counts are included in Appendix8, and TPS database worksheets are included in Appendix C. k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 13 Traffic Impact Analysis Kimley>))Horn Project rel Project traffic used in this analysis is defined as the vehicle trips expected to be generated by the project and the distribution and assignment of that traffic over the study roadway network. Trip Generation The daily and peak hour traffic generation for the approved and proposed site development was based on trip generations rates published by Palm Beach County Traffic Division. The trip generation estimate for the proposed project was developed using standard methodologies and procedures for performing traffic impact studies within Palm Beach County. As such, the trip generation potential for the site was adjusted based on the following: • Projects located within the Transportation Concurrency Exception Area (TCEA) are not subjected to standard traffic concurrency analyses. Nonetheless, the potential trips associated with the project have been included within the estimated driveway volume calculations and for site specific analysis purposes. • Residential projects located within the Coastal Residential Exception Area (east of 1-95) are not subjected to concurrency. Therefore, the trips associated with the residential portion of the proposed project have been discounted to reflect this exemption, as per Chapter I - Section 3 of the County's TPS. Nonetheless, the potential trips associated with the residential portion of the project have been included within the estimated driveway volume calculations. • The traffic volumes associated with the existing buildings on site were calculated and were subtracted from proposed traffic volumes to determine the net change in traffic resulting from site redevelopment. • Pass-by reductions have been applied in accordance with the rates established by Palm Beach County. • Internal capture reductions have been applied in accordance with reductions developed using ITE's Internal Capture Worksheets, which are found in Appendix B. Table 2 summarizes the trip generation calculations. The modified site plan is expected to generate an increase in 1,185 net new external daily trips, an increase of 78 net new external AM peak-hour trips (+21 in,+57 out), and an increase of 76 net new external PM peak-hour trips(+54 in,+22 out)compared to the existing uses. For significance purposes, the site plan modification would a minimal increase in AM peak hour trips (+3 peak hour trips) and a decrease in PM peak hour trips (-9 peak hour trips) with the residential projects being removed from the trip generation comparison due to being within the CREA. k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 14 Traffic Impact Analysis Kimley>Morn Table 2: Trip Generation s. Convenience Store 1.792 KSF 26 28 14 14 28 14 14 High Turnover Sit-Down Restaurant 2.794 KSF 313 28 15 13 27 17 10 General Office(>5,000 SF) 12.477 KSF 141 38 33 5 14 2 12 General Commercial(<10,000 SF) 4.104 KSF 516 4 2 2 41 20 21 Subtotal 996 98 64 34 110 53 57 Internal Capture Convenience Store 0 0 0 0 0 0 0 High Turnover Sit-Down Restaurant 133 7 3 4 9 5 4 General Office(>5,000 SF) 65 9 5 4 2 0 2 General Commercial(<10,000 SF) 120 2 1 1 11 6 5 Subtotal 318 18 9 9 22 11 11 Pass-By Capture Convenience Store 61.0/ 16 17 9 8 17 9 8 High Turnover Sit-Down Restaurant 43.0/ 77 9 5 4 8 5 3 General Office(>5,000SF) 10.0/ 8 3 3 0 1 0 1 General Commercial(<10,000 SF) 62.0% 246 1 1 0 19 9 10 Subtotal 347 30 1 18 12 45 1 23 22 Driveway Volumes 678 80 55 25 88 42 46 Net New External Trips 331 50 37 13 43 19 24 General Commercial(<10,000 SF) 3.5 KSF 440 3 2 1 35 17 18 High Turnover Sit-Down Restaurant 7.1 KSF 796 71 39 32 69 43 26 Multifamily Mid-Rise 236 DU 1,284 85 22 63 104 63 41 General Office(>5,000 SF) 6.2 KSF 72 32 28 4 7 1 6 Subtotal 2,592 191 91 100 215 124 91 Internal Capture General Commercial(<10,000 SF) 199 1 1 0 22 12 10 High Turnover Sit-Down Restaurant 242 16 11 5 25 11 14 Multifamily Mid-Rise 198 10 1 9 19 10 9 General Office(>5,000 SF) 47 9 5 4 2 1 1 Subtotal 686 36 18 18 68 34 34 Pass-By Capture General Commercial(<10,000 SF) 62.0% 149 1 1 0 8 3 5 High Turnover Sit-Down Restaurant 43.0/ 238 24 12 12 19 14 5 Multifamily Mid-Rise 0.0/ 0 0 0 0 0 0 0 General Office(>5,000SF) 10.0/ 3 2 2 0 1 0 1 Subtotal 390 27 15 12 28 17 11 Driveway Volumes 1,906 155 73 82 147 90 57 Net New External Trips 1,516 128 58 70 119 73 46 a T>i1;, $ '`i � t ti $: , '} s S ,; �r 'j Proposed Non-Residential-Existing Non-Residential Net New External 99 3 0 3 -9 1 -10 Radius of Development Influence: 1 miles Land Use Daily AM Peak Hour PM Peak Hour Pass By Convenience Stare 14.3'PM trips 15.5 trips/1,000 sf(50%in,50%out) 15.5 trips/1,000 sf(50%in,50%out) 61.0% High Turnover Sit-Down Restaurant 112.18 trips/1,000 sf 9.94 trips/1,000 sf(55%in,45%out) 9.77 trips/1,000 sf(62%in,38%out) 43.0% General Office(>5,000 SF) Ln(T)=0.97'Ln(X)t2.50 Ln(T)=0.94'Ln(X)t26.49(86%in,14%out) 1.15 trips/1,000 sf(16%in,84%out) 10.0% General Commercial(<10,000 SF) 125.61 trips/1,000 sf 0.94 trips/1,000 sf(62%in,38%out) 9.9 trips/1,000 sf(48%in,52%out) 62.0% MulSfamily Mid-Rise 5.44 trips/DU 0.36 trips/DU(26%in,74%out) 0.44 trips/DU(61%in,39%out) 0.0 General Office(>5,000 SF) Ln(T)=0.97'Ln(X)t2.50 Ln(T)=0.94'Ln(X)t26.49(86%in,14%out) 1.15 trips/1,000 sf(16%in,84%out) 10.0% k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 15 Traffic Impact Analysis Kimley>Morn Traffic Distribution Traffic distribution is the pairing of trip ends from the subject site with other land uses in the area. These trips were assigned to the surrounding roadways based upon a review of the roadway network proposed to be in place at the time of buildout and its travel time characteristics. The distribution according to cardinal directions is: NORTH - 20 percent SOUTH - 30 percent EAST 10 percent WEST 40 percent The site traffic was assigned to the surrounding roadway network based upon existing travel patterns and the traffic distribution. Figure 2 illustrates this traffic distribution. The AM and PM peak hour trips for the project were then assigned to the surrounding intersections, as shown in Figure 3 (percent assignment) and Figure 4 (peak hour project traffic volumes). k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 16 i i r7 JI �A£ £ 145If £ ri i x i I� • W, jtt it £t +z 20% f j £ £ t . £ f £1 '11x41' 7; i 9 } £ NO £iVI+ti£ ££ "I", {�t' i s t�£NN t £ r z } i y�£�p1 { yi"INN" t S �£t� Bo nton Beach Blvd. 40% 40%in 20%in �{ 20% out 40% out 4 NE 11t Ave. 40%in �£ 8 % out S40%in O% out Ocean Ave. 10% i� i p, it, Or � y } i 'lsi/ ;}itu4 1J 30% '£ �£1- 1r ;. LEGEND FIGURE 2 The Pierce Project Site Project Link Distribution or .,o.o"ft*„ Trafficways 30% % Project Traffic KI'mley))) Horn 20%J 40% V t 1 f t„ t i� Boynton Beach Blvd. 1 ,P "' NE st 00 20% 7777-7, 2 Ocean Ave. ir. , , Co T = 10% o 40% 40% sha 10% wo �V o 30%MW , }k 4w, ,y tit 7' 4tR14 t , , ,1 t LEGEND FIGURE 3 The Pierce Project Site Project Traffic Distribution Trafficways /40 Inbound/Outbound Klomley))) Horn a 11 (4) J 0(20) IA lit 7 7 r t lt�fl{��y� z Stl �iti z lM� t„ 4 i� Boynton Beach Blvd. 1 0 NE st N Ar C) 4 00 � 0(10) CD 777 2 Ocean Ave. s 0(5) 23(9) 0(5) h 5(2) o LEGEND FIGURE 4 The Pierce Project Site Project Traffic Volumes Trafficways /40 Inbound/Outbound Klomley))) Horn Traffic Impact Analysis Kimley>Morn AnalysisIntersection Based upon a review of the surrounding transportation network, intersection operational analyses have been conducted to analyze AM and PM peak hour conditions during the existing, background, and future total scenarios at two signalized intersections in the vicinity of the site. The intersections analyzed were the following: • Boynton Beach Boulevard & Federal Highway • East Ocean Avenue & Federal Highway The most recently-published count data was obtained from the Palm Beach County Traffic Division and a peak season conversion factor(PSCF)was applied to the counts. It is also noted that condition#8 of Policy 1.2-u in the Transportation Element of the Palm Beach County Comprehensive Plan, which is the policy tha testablished the Boynton Beach TCEA, requires the following: 8. The City shall annually monitor the intersection of Boynton Beach Boulevard and US-1, and coordinate with FDOTand the County to improve this intersection when necessary, and if feasible. Therefore, this analysis addresses the monitoring requirement for this intersection. An intersection operational analysis was completed using Trafficware's Synchro 10.0 Software and the methodologies outlined in the Highway Capacity Manual, 6t"Edition. The intersection delay and level of service are summarized at the three intersections for the existing and total future total scenarios in Table 3 and Table 4, respectively. As shown in these tables, the intersections operate at an overall level of service of LOS D or better in the AM peak hour during both existing and total conditions with redevelopment of this site. During the PM peak hour, there are LOS E conditions if the signal timing were not adjusted. However, based on changes in traffic volumes on the various intersection approaches, adjustments to the signal timing durations are appropriate. With assumed adjustments to the signal timing, both intersections will operate at an overall LOS D Therefore, the intersections will operate acceptably with the project traffic in the future at project buildout. Table 3: Existing Intersection LOS and Delay 3 Boynton Beach Blvd & Federal Highway D 39.3 sec D 40.6 sec East Ocean Avenue & Federal Highway D 37.8 sec D 47.1 sec k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 10 Traffic Impact Analysis Kimley>Morn Table 4: Total Future Intersection LOS and Delay Ina.ME Na Boynton Beach Blvd & Federal Highway D 48.1 sec E 58.6 sec East Ocean Avenue & Federal Highway D 42.7 sec E 56.6 sec Table 5: Total Future Intersection LOS and Delay (Modified Signal Timing) 3 Boynton Beach Blvd & Federal Highway -- -- D 54.2 sec East Ocean Avenue & Federal Highway -- -- D 48.0 sec Signal timing worksheets are included in Appendix C. Synchro output worksheets are included in Appendix D. k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 11 Traffic Impact Analysis Kimley>Morn Pedestrian The project will include connections and enhancements to the pedestrian network in the surrounding area, particularly on the tow roadway frontages with the highest pedestrian activity: East Ocean Avenue and South Federal Highway. Below is a summary of the enhancements proposed: East Ocean Avenue The existing sidewalk in the public right-of-way varies in width from 7 feet to approximately 20 feet in the areas where parallel parking spaces are not provided. The conceptual plan includes enhanced pedestrian zones of varying width on the private property that tie directly into the existing sidewalk, creating an enhanced overall pedestrian zone along the East Ocean Avenue side of the property. Moreover, direct connections are provided into an internal plaza/courtyard from the pedestrian zone on East Ocean Avenue. South Federal Highway The entire site frontage along South Federal Highway includes a 10'-wide sidewalk, plus an 8'-wide pedestrian zone on the back of that sideways. Additionally, the majority of the building frontage on this roadway includes a covered arcade facing the public right-of-way,providing protection from the elements for pedestrians. Additionally, sidewalks are proposed along the property frontage on NE 4t" Street and on the south side of NE 11t Avenue. An elevated bridge is proposed from the parking garage over NE 1 It Avenue to provide direct pedestrian access for building residents to access the multi-family component of the site. k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 112 Traffic Impact Analysis Kimley>Morn Conclusion This evaluation analyzed the traffic impacts associated with the redevelopment of the site located within the area bounded by NE 4t"Street on the west, Federal Highway on the east, East Ocean Avenue on the south, and Boynton Beach Boulevard on the north. As noted, the site is located within the Boynton Beach TCEA and the County's adopted Coastal Residential Concurrency Exception Area and is not subject to the typical Test 1 and Test 2 analysis requirements of the Palm Beach County ULDC. Project traffic volumes were quantified, however, using trip generation rates and equations published by the Palm Beach County Traffic Division. The analysis indicated that the proposed redevelopment will result in an increase of 78 net new external AM peak hour trips and 76 net new external PM peak hour trips in comparison to the existing buildings on site. The trips were assigned to the adjacent transportation network, and LOS and vehicle delay analyses were performed at the signalized intersections of Federal Highway & Boynton Beach Boulevard and Federal Highway & East Ocean Avenue. The analyses indicated that the intersections will continue to meet adopted LOS standards (LOS D or better) in the future, including considerations for optimized signal timing adjustments based on future changes in traffic volumes. A review of the pedestrian access indicated that direct connectivity to the adjacent pedestrian network will be provided along all project frontages, and enhanced pedestrian features will be provided along the two frontages with the greatest pedestrian activity(East Ocean Avenue and South Federal Highway). k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page 113 Traffic Impact Analysis Kimley>))Horn Appendix A: Project Site Data k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-13 the pierce tia.docx Property Detail Parcel Control Number: 08-43-45-28-03-006-0130 Location Address: 101 N FEDERAL HWY Owners: RAJAS FAMILY INVESTMENTS INC Mailing Address: PO BOX 1 140,BOYNTON BEACH FL 33425 1 140 Last Sale: NOV-2012 Book/Page#: 25778 /426 Price: $10 Property Use Code: 1100-STORES Zoning: CBD-CBD CENTRAL BUSINESS DISTRICT(08-BOYNTON O BEACH) s Legal Description: TOWN OF BOYNTON LT 13< 14 Total SF: 1792 Acres 0.2494 /LESS RD R/W/BLK 6 2021 Values (Preliminary) 2021 Taxes (Preliminary) � a Improvement Value $150,873 Ad Valorem $10,784 y Land Value $380,310 Non Ad Valorem $2,383 Total Tax $13,167 Total Market Value $531,183 2022 Qualifieda Assessed Value $496,912 Exemptions Exemption Amount $0 No Details Found r Taxable Value $496,912 Applicants _ All s clues are as of Jaanuat s=I st each year. No Details Found z ` C Building Footprint(Building 1) (Subarea and Square Footage(Building 1 ) Description Area Sq.Footage CONVENIENCE STORE 1792 z Total Square Footage: 1792 fi= Extra Features z Description Year Built Unit n Paving-Asphalt 1929 1071 Paving-Asphalt 1929 1140 Z Unit may represent the perimeter,square footage,linear footage,total number or other measurement. m w N 00 O W O Structural Details(Building 1 ) I MAP o 0 Description to 1. Year Built 1929 _ I 2. CONVENIENCE FOOD MKT 1792 °s r 1'1 F 1� ( a v SE 1 st Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA 10/12/2021 Property Detail Parcel Control Number: 08-43-45-28-03-006-0120 Location Address: 529 E OCEAN AVE Owners: 500 OCEAN PROPERTIES LLC Mailing Address: 511 E OCEAN AVE,BOYNTON BEACH FL 33435 4923 Last Sale: .TUN-2011 Book/Page#: 24665 /1688 Price: $10 Property Use Code: 1200-STORE/OFFICE/RESIDENTIAL Zoning: CBD-CBD CENTRAL BUSINESS DISTRICT(08-BOYNTON O BEACH) s Legal Description: TOWN OF BOYNTON LT 12 BLK 6 Total SF: 5644 Acres 0.1431 2021 Values (Preliminary) 2021 Taxes (Preliminary Improvement Value $233,917 Ad Valorem $8,935 0 Land Value $186,990 Non Ad Valorem $5,041 Q Total Tax $13,976 Total Market Value $420,907 n 2022 Qualified Assessed Value $420,907 Exemptions y Exemption Amount $0 No Details Found Z b Taxable Value $420,907 Applicants All salues are as;uf`Januat�r 1st each scar, No Details Found � Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Description Area Sq.Footage to rn RESTAURANT 994 RESTAURANT 1800 r OFFICES 2850 (" Total Square Footage: 5644 Extra Features Z Al 834) 84 (I'I SGYGI 8O t28v.:i .� Description Year Built Unit � Deck 1998 384 zs 25 w e s Unit may represent the perimeter,square footage,linear footage,total number or other measurement. N 0 w 0 0 a 0 Structural Details(Building 1) I MAP o Description 1. Year Built 1922 ' 2. RETAIL MULTI OCCUP 5644 .• �4' G a o r i p 1 , Jn 1F 3u� A 1 l i Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA 10/12/2021 Property Detail Parcel Control Number: 08-43-45-28-03-006-0100 Location Address: 511E OCEAN AVE Owners: 500 OCEAN PROPERTIES LLC Mailing Address: 511 E OCEAN AVE,BOYNTON BEACH FL 33435 4923 Last Sale: IUN-2011 Book/Page#: 24665 /1688 Price: $10 Property Use Code: 1200-STORE/OFFICE/RESIDENTIAL Zoning: CBD-CBD CENTRAL BUSINESS DISTRICT(08-BOYNTON O BEACH) s TOWN OF BOYNTON LT 10&W 7 FT 8 Legal Description: IN OF LT 11(LESS S 8 FT OCEAN AVE Total SF: 7702 Acres 0.1545 `D R/W)BLK 6 to 2021 Values (Preliminary) 2021 Taxes (Preliminary Improvement Value $302,490 Ad Valorem $10,707 Land Value $201,870 Non Ad Valorem $3,154 rrl Total Tax $13,861 a Total Market Value $504,360 z 2022 Qualified Assessed Value $504,360 Exemptions ti Exemption Amount $0 No Details Found Q Taxable Value $504,360 Applicants b m All�alues are as of,Ianuary I st each fear', No Details Found Building Footprint(Building 1) (Subarea and Square Footage(Building 1) m rn Description Area Sq.Footage r" OFFICES 4190 r g , SUPPORT 504 ti 9- APARTMENT 899 r] APARTMENT 2109 Z Total Square Footage: 7702 e s°Ak ae 57 Extra Features W °g Description Year Built Unit r� No Extra Feature Available 0 w 0 o a 0 o 0 Structural Details(Building 1) I MAP }, Description 1. Year Built 1948 s b o 2. RETAIL MULTI OCCUP 7702 — N E 1 1 A-,,, 1 C i �L r z f,. ii x_- Lr; Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbegov.org/PAPA 10/12/2021 Property Detail Parcel Control Number: 08-43-45-28-03-001-0060 Location Address: 508 E BOYNTON BEACH BLVD Owners: 508 E BBB LLC Mailing Address: 508 E BOYNTON BEACH BLVD,BOYNTON BEACH FL 33435 4141 Last Sale: APR-2012 Book/Page#: 25163 /96 Price: $250,000 Property Use Code: 1700-OFFICE ONE STORY Zoning: CBD-CBD CENTRAL BUSINESS DISTRICT(08-BOYNTON O BEACH) s Legal Description: TOWN OF BOYNTON LTS 6&7 BLK 1 Total SF: 1925 Acres 0.2863 2021 Values (Preliminary) 2021 Taxes (Preliminary Improvement Value $174,270 Ad Valorem $10,318 Land Value $311,775 Non Ad Valorem $895 Total Market Value $486,045 Total Tax $11,213 Assessed Value $486,045 2022 Qualified Exemptions Exemption Amount $0 No Details Found r Applicants r Taxable Value $486,045 A PP n All salues are as;uf'J anuat�r 1st each car, No Details Found � n Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Z w Description Area Sq.Footage OFFICES 1925 Total Square Footage: 1925 �n Extra Features 0 Description Year Built Unit 0 Paving-Asphalt 1958 245477 77 0 Walkway-Concrete 1983 340 0 Unit may represent the perimeter,square footage,linear footage,total number or other measurement. 0 0 Structural Details(Building 1) I MAP Description 1. Year Built 1958 2. OFFICE BLDG L/R 14S 1925i T` n t 1 , 11 i I1 N E 1}t gid , Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA 10/12/2021 Property Detail Parcel Control Number: 08-43-45-28-03-001-0060 Location Address: 508 E BOYNTON BEACH BLVD Owners: 508 E BBB LLC Mailing Address: 508 E BOYNTON BEACH BLVD,BOYNTON BEACH FL 33435 4141 Last Sale: APR-2012 Book/Page#: 25163 /96 Price: $250,000 Property Use Code: 1700-OFFICE ONE STORY Zoning: CBD-CBD CENTRAL BUSINESS DISTRICT(08-BOYNTON O BEACH) s Legal Description: TOWN OF BOYNTON LTS 6&7 BLK 1 Total SF: 1925 Acres 0.2863 2021 Values (Preliminary) 2021 Taxes (Preliminary Improvement Value $174,270 Ad Valorem $10,318 Land Value $311,775 Non Ad Valorem $895 Total Market Value $486,045 Total Tax $11,213 Assessed Value $486,045 2022 Qualified Exemptions Exemption Amount $0 No Details Found r Applicants r Taxable Value $486,045 A PP n All salues are as;uf'J anuat�r 1st each car, No Details Found � n Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Z w Description Area Sq.Footage OFFICES 1925 Total Square Footage: 1925 �n Extra Features 0 Description Year Built Unit 0 Paving-Asphalt 1958 245477 77 0 Walkway-Concrete 1983 340 0 Unit may represent the perimeter,square footage,linear footage,total number or other measurement. 0 0 Structural Details(Building 1) I MAP Description 1. Year Built 1958 2. OFFICE BLDG L/R 14S 1925i T` n t 1 , 11 i I1 N E 1}t gid , Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA 10/12/2021 Traffic Impact Analysis Kimley>))Horn Appendix B: Turning Movement Counts k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-13 the pierce tia.docx J p a (O M 00 M V V M O O M r N M O N M O r to (O O_ V M V M M M r O N M (O M M r N M V I- M M O M (O M V (0 In r r N N (O O to M V In O M O M N (O M V In (0 In t O o0 N m V O V V N M In (O O M N N 00 d) N V V V I� M N (O o0 O O Cl) to to r N N (O N n (O V V In M M V N N M N N N N N M M M M M Cl) N M N N H 0 M m (O m M N 00 N N V d) r r _ N V O N r N 00 I- N N d) V Cl) O N V V 00 (0 In r (O r r 00 V N Cl) In 00 00 N to (O d) N to O N V (0 N M V co In N N Cl) N N N Cl) CL H r 00 LO to I- (D Cl) Cl) r 0) 0) 0) N O M 00 N r N O r M m V 00 I- O V M r O to t I- 00 I- 00 t In to r (O O O V o0 N M m r M (O o0 N o0 N r- 0) N 00 N O O N N N V O O V co - 00 co M N N N Cl) Cl) N M O to V o0 00 r J 0) O In r N (O o0 N r N O d) M N V d) V N _ 00 r- N N V (0 In V O I- O m O N N 00 m (0 M 00 In r O O to 0) N V In Cl) (O to N O d) Cl) N N — N N N — M r 00 (O d) V In d) V M (0 N M M N � N M d) Cl) N to 00 M V 0 V 0 tO O O O O O M V O (0 O O ONVnNNrNMo N N 0) N C'4 N M o0 00 m _ m r (Om M O N O r r r- M V r- N N V O M I� 00 00 M N M W Cl) N N M N N M N N N N F N N (O N (O o0 to r O N r to N d) to V O d) to M d) (O 00 d) r 0) Cl) d) O Cl) (O to N to 00 I- O V O 0) N N O O (0 In V I- to W O N N O Cl) O — 00 N In N O � N (D r- N L V N V V N V N N (0 N I� M r 00 J N o0 V M M o0 M N N N N M O M V V m O O N N r (O M m r M (O to r O N m � O 00 V 00 0) (0 I- N — — V d) 0 V N N M V V (0 N In M N N N V N M N W V M (0 M M In N M to N N N M CO O — 00 — O (O — N M M O O O O O O O — O O O — M — N V N O O O N M — O O O W mV Cl) V N 00 (0 VC\l V M I- O O N (ON V r (0 I- V In M O N M O N (0 N N (0 M M (O N M to V (0 (0 In y — M M N Cl) N — M m O o0 (0 N V (0 V m NV N N V In (O r V V O In o0 M d) (O (O M d) m (O N O N 00 d) N O V N O V N � 00 to m M m 00 M O O 00 M N y 00 00 n (O r r N V V J o0 N N 0) I- co r r V O In V Cl) O 0) r Cl) (O (O to Cl) N m co o0 N V In d) co o0 d) N N O to co (O V In N M In N M o0 V V I- M d) M (h V N V O W Cl) N N N N In n In V V M V N M V M V N M m M O r (O to o OO— — r " O O O O O O O N O O O O N Oa— M O M N V O O O O — — Oa— W N CO - O r O _ zr N (I�O (VO Nd) (VO rI� Vo VV Vd) or0 Mr o0 W N o0 V d) (O0 mM M M oN0 NN r V o0 co 00 V o0 N mO0N o0OO (0 N M M MN r m MN N(O (�0 Nd) � mV NM� 0 (0 0 00 M Z (0 (0 n r o (O M n o V V V M V V (0 J 00 O M (O M O o0 r 00 � O o0 00 m N V In N r o0 V V M N In O m V m m N N O r O d) M m Y) O N O t o0 M O m to (0 M N N N to N N N (O M z N M N N M N N — — — N N — N N N m V M M N M O O In O O O O O O O O O O O O O O O O O O O O O N (O N z W Q a a a a Q Q a a Q a a Q 0 a Q o o o o a Q o a Q a Q o a Q o a Q o a Q a Q o a Q 0 a Q L2 a � O O o O o O o "i O � "1 O " 0 � V V "r V V 0 O M 0 V V M V V V M M M M M M M M V M V 9 V V 5: M V .. 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V O V O O V O M V O V V O V O V O M O O O M V 00 N I� V I� M r V I� V M LU O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N N N O O 0 N N N N N N M M M r r r N N N N N N N N O O O V V V U U U U U U a a m m m m m m Wco m m m m m m s= s= s= 2 2 2 2 2 2 2 2 2 m m m m m m E E U U 'x 'x 'x 'x 'x 'x 'x 'x 'x Z a a a a a aO O O O O o Q Q Q Q Q m m m m m m a a a a a a O O O O O o v� v� v� v� v� v� v� v� v� v� v� v� v� v� v� Q Q Q Q Q m m m m m m > > > > > > > > > > > > > > > > > Q Q Q Q Q Q m m `m `m 2 2 H � � W Q 'Q W M M o0 00 00 00 00 00 00 00 W mmmmmm - - N > > > > > > > > > > > > > > > > > > > > > > > > > > QQ Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q m m O O O O O O O O N W C C C C C C C C C C C C C C C C C C C C C C C C C C C C U U U U U U U U (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 (4 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) 0) U U U U U U U U U U U U U U U U U U U U U U U U UU U U Y Y Y Y Y Y Y Y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o J 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 1- 1- 1- 1- 1- 1- o0 00 � O O O I� r In In In In In In r r r r r r r r r In In In In In In N N N N N N N N Q M M M M M M M M M M M M M M M M M M M M M M M O O r r r r r r r r R Z o O o O o O (O (O O O O O O O O O O O O O O O O (O (O (O (O (O (O . r r r r r r r � UI V V V V V V V V V V V V V V V V V V V V V V V V V V M M N N N N N N N N C 0 N 2 Traffic Impact Analysis Kimley>))Horn Appendix C: Volume Development Worksheets and Signal Timing k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-13 the pierce tia.docx VOLUME DEVELOPMENT SHEET Boynton Beach Mixed-Use&Rail OCEAN AVENUE&FEDERAL HIGHWAY EXISTING GEOMETRY Growth Rate= 1.00% Peak Season= 1.05 1.05 Buildout Year= 2026 2026 Years= 8 8 e Northbound Southbound Eastbound Westbound LT Thru RT LT Thru RT LT Thru RT LT Thru RT Existing Volume on 11/13/2018 11 397 198 259 663 29 20 97 19 125 36 110 Peak Season Volume 12 417 208 272 696 30 21 102 20 131 38 116 Traffic Volume Growth 1 35 17 23 58 2 2 8 2 11 3 10 Committed Development 0 55 3 19 115 0 0 0 0 1 0 8 1.0%Traffic Volume Growth 1 35 17 23 58 2 2 8 2 11 3 10 Committed+1.0%Growth 1 90 20 42 173 2 2 8 2 12 3 18 Max(Committed+1.0%or Historic Growth) 1 90 20 42 173 2 2 8 2 12 3 18 Background Traffic Volumes 13 507 228 314 869 32 23 110 22 143 41 134 Project Traffic Inbound Traffic Assignment 30.0% 10.0% Inbound Traffic Volumes 6 2 Outbound Traffic Assignment 40.0% 10.0% 30.0% Outbound Traffic Volumes 23 6 17 Project Traffic 6 0 0 0 0 0 23 6 17 0 2 0 Total Traffic w/o RTOR 19 507 228 314 869 32 46 116 39 143 43 134 RTOR Reduction TOTAL TRAFFIC 19 507 168 314 869 0 46 116 0 143 43 74 e Northbound Southbound Eastbound Westbound LT Thru RT LT Thru RT LT Thru RT LT Thru RT Existing Volume on 11/13/2018 25 563 147 227 525 45 37 70 36 214 96 202 Peak Season Volume 26 591 154 238 551 47 39 74 38 225 101 212 Traffic Volume Growth 2 49 13 20 46 4 3 6 3 19 8 18 Committed Development 0 167 5 18 130 0 0 0 0 5 0 24 1.0%Traffic Volume Growth 2 49 13 20 46 4 3 6 3 19 8 18 Committed+1.0%Growth 2 216 18 38 176 4 3 6 3 24 8 42 Max(Committed+1.0%or Historic Growth) 2 216 18 38 176 4 3 6 3 24 8 42 Background Traffic Volumes 28 807 172 276 727 51 42 80 41 249 109 254 Project Traffic Inbound Traffic Assignment 30.0% 10.0% Inbound Traffic Volumes 16 5 Outbound Traffic Assignment 40.0% 10.0% 30.0% Outbound Traffic Volumes 9 2 7 Project Traffic 16 0 0 0 0 0 9 2 7 0 5 0 Total Traffic w/o RTOR 44 807 172 276 727 51 51 82 48 249 114 254 RTOR Reduction TOTAL TRAFFIC A B C D E F G H I J K L M N 0 Input Data E-W Street:Ocean Ave COUNT DATE:2/12/2019 N-S STREET:S Federal Hwy CURRENT YEAR:2019 10/12/2021 TIME PERIOD:AM ANALYSIS YEAR:2026 GROWTH RATE: 1.51% PSF: 1 SIGNAL ID:46350 Intersection Volume Development Eastbound Westbound Northbound Southbound Left Thru Right' Left Thru Right Left'Thru RightLeft Thru Right Existing Volume 10 19 20 61 19 73 19 350 41+' 226 862 12 Diversions 0% 0% 0% 0% 0% 0% 0% 0% 0%.': 0% 0% 0% Peak Season Volume 10 19 20 : 61 19 73 19 350 41 226 862 12 Committed Developments Type %Complete Villages of East Ocean 0 0 0 0 0 3 0 20 0 9 52 0 Res 0% Alta at Boynton Village 0 0 0 0 0 0 0 1 0 0 6 0 Res 30% Riverwalk Plaza 0 0 0 1 0 0 0 8 3 0 4 0 NR 70% Ocean 95 Exchange Park 0 0 0 0 0 0 0 4 0 r 0 1 0 NR 25% 211 E.Ocean Avenue Restaurant 0 0 0 0 0 1 0 1 0 1 1 0 NR 0% Ocean One 0 0 0 0 0 4 0 26 0 8 59 0 NR 0% Ocean Breeze East 0 0 0 0 0 1 0 1 0 3 5 0 Res 0% Total Committed Developments 0 0 0 1 0 9 0 61 3 21 128 0 Total Committed Residential 0 0 0 0 0 4 0 22 0 12 63 0 Total Committed Non-Residential 0 0 0 1 0 5 0 39 3 9 65 0 Double Count Reduction 0 0 0 0 0 1 0 6 0 2 13 0 Total Discounted Committed 0 0 0 1 0 8 0 55 3 19 115 0 Historical Growth 1 2 2 7 2 8 2 39 5 25 95 1 Comm Dev+1%Growth 1 1 1 5 1 13 1 80 6 35 177 1 Growth Volume Used 1 2 2 7 2 13 + 2 80 6 35 177 1 Total Volume 11 21 22 68 21 86 21 430 47 261 1039 13 Input Data E-W Street:Ocean Ave COUNT DATE:2/12/2019 N-S STREET:S Federal Hwy CURRENT YEAR:2019 10/12/2021 TIME PERIOD:PM ANALYSIS YEAR:2026 GROWTH RATE: 1.51% PSF: 1 SIGNAL ID:46350 Intersection Volume Development Eastbound Westbound Northbound Southbound Left Thou Right' Left Thru Right Left iThru Right; Left Thru Right Existing Volume 18 21 25 '114 51 246 36 i 781 70 243 526 13 Diversions 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Peak Season Volume 18 21 25 114 51 246 36 '781 70 243 526 13 Committed Developments Type %Complete Villages of East Ocean 0 0 0 0 0 12 0 r 74 0 9 52 0 Res 0% Alta at Boynton Village 0 0 0 0 0 0 0 6 0 0 4 0 Res 30% Riverwalk Plaza 0 0 0 5 0 0 0 14 5 0 16 0 NR 70% Ocean 95 Exchange Park 0 0 0 0 0 0 0 1 0 , 0 4 0 NR 25% 211 E.Ocean Avenue Restaurant 0 0 0 0 0 1 0 1 0 1 1 0 NR 0% Ocean One 0 0 0 0 0 12 0 86 0 'i 9 65 0 NR 0% Ocean Breeze East 0 0 0 0 0 2 0 5 0 1 3 0 Res 0% Total Committed Developments 0 0 0 5 0 27 0 187 5 20 145 0 Total Committed Residential 0 0 0 0 0 14 0 85 0 10 59 0 Total Committed Non-Residential 0 0 0 5 0 13 0 102 5 10 86 0 '1 Double Count Reduction 0 0 0 0 0 3 0 20 0 2 15 0 Total Discounted Committed 0 0 0 5 0 24 0 167 5 18 130 0 Historical Growth 2 2 3 13 6 27 4 86 8 27 58 1 Comm Dev+1%Growth 1 2 2 13 4 42 3 223 10 36 168 1 Growth Volume Used 2 2 3 13 6 42 4 223 10 36 168 1 Total Volume 20 23 28 127 57 288 40 1004 80 279 694 14i VOLUME DEVELOPMENT SHEET Boynton Beach Mixed-Use&Rail BOYNTON BEACH BOULEVARD&FEDERAL HIGHWAY EXISTING GEOMETRY Growth Rate= 1.00% Peak Season= 1.1 1.1 Buildout Year= 2026 2026 Years= 6 6 e Northbound Southbound Eastbound Westbound LT Thru RT LT Thru RT LT Thru RT LT Thru RT Existing Volume on 03/18/2020 142 286 9 17 561 122 116 51 277 29 42 12 Peak Season Volume 156 315 10 19 617 134 128 56 305 32 46 13 Traffic Volume Growth 10 19 1 1 38 8 8 3 19 2 3 1 Committed Development 70 9 0 0 5 28 17 0 36 0 0 0 1.0%Traffic Volume Growth 10 19 1 1 38 8 8 3 19 2 3 1 Committed+1.0%Growth 80 28 1 1 43 36 25 3 55 2 3 1 Max(Committed+1.0%or Historic Growth) 80 28 1 1 43 36 25 3 55 2 3 1 Background Traffic Volumes 236 343 11 20 660 170 153 59 360 34 49 14 Project Traffic Inbound Traffic Assignment 20.0% Inbound Traffic Volumes 4 Outbound Traffic Assignment 40.0% 20.0% Outbound Traffic Volumes 23 11 Project Traffic 23 0 0 0 4 0 11 0 0 0 0 0 Total Traffic w/o RTOR 259 343 11 20 664 170 164 59 360 34 49 14 RTOR Reduction TOTAL TRAFFIC 259 343 0 20 664 110 164 59 300 34 49 0 e Northbound Southbound Eastbound Westbound LT Thru RT LT Thru RT LT Thru RT LT Thru RT Existing Volume on 03/18/2020 383 718 25 21 502 132 222 56 293 12 83 22 Peak Season Volume 421 790 28 23 552 145 244 62 322 13 91 24 Traffic Volume Growth 26 49 2 1 34 9 15 4 20 1 6 1 Committed Development 80 14 0 0 16 29 37 0 102 0 0 0 1.0%Traffic Volume Growth 26 49 2 1 34 9 15 4 20 1 6 1 Committed+1.0%Growth 106 63 2 1 50 38 52 4 122 1 6 1 Max(Committed+1.0%or Historic Growth) 106 63 2 1 50 38 52 4 122 1 6 1 Background Traffic Volumes 527 853 30 24 602 183 296 66 444 14 97 25 Project Traffic Inbound Traffic Assignment 20.0% Inbound Traffic Volumes 11 Outbound Traffic Assignment 40.0% 20.0% Outbound Traffic Volumes 9 4 Project Traffic 9 0 0 0 11 0 4 0 0 0 0 0 Total Traffic w/o RTOR 536 853 30 24 613 183 300 66 444 14 97 25 RTOR Reduction TOTAL TRAFFIC A B C D E F G H I J K L M N 0 Input Data E-W Street:Boynton Beach Blvd COUNT DATE:4/5/2017 Report Created N-S STREET:Federal Hwy CURRENT YEAR:2017 10/12/2021 TIME PERIOD:AM ANALYSIS YEAR:2026 GROWTH RATE:% PSF: 1 SIGNAL ID:46225 Intersection Volume Development Eastbound Westbound Northbound Southbound Left Thru Right Left Thru Right Left Thru Right Left Thru Right Diversions ':0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Peak Season Volume 0 0 0 0 0 0 0 0 0 0 0 0 Committed Developments Type %Complete Forest Park Elem. 1 0 0 0 0 0 0 1 0 0 1 2 NR 75% Renaissance Commons Com 0 0 0 0 0 0 1 0 0 0 0 0 NR 75% Alta at Boynton Village 9 0 9 0 0 0 2 0 0 0 0 2 Res 0% Riverwalk Plaza 0 0 1 + 0 0 0 3 8 0 0 4 0 NR 70% Ocean 95 Exchange Park 1 0 1 0 0 0 5 0 0 0 0 7 NR 0% 211 E.Ocean Avenue Restaurant 1 0 1 0 0 0 1 0 0 1 0 0 1 NR 0% Ocean One 7 0 26 0 0 0 59 0 0 0 0 17 NR 0% Total Committed Developments 19 0 38 0 0 0 71 9 0 0 5 29 Total Committed Residential 9 0 9 0 0 0 2 0 0 0 0 2 Total Committed Non-Residential 10 0 29 0 0 0 69 9 0 0 5 27 Double Count Reduction 2 0 2 0 0 0 1 0 0 0 0 1 Total Discounted Committed 17 0 36 0 0 0 70 9 0 0 5 28 Historical Growth #VALUEI #### ######### #### '#### #### #####1#### #VALUEI #VALUE1 Comm Dev+1%Growth 0 0 0 0 0 0 0 0 0 0 0 0 Growth Volume Used 0 0 0 0 0 0 i 0 0 0 0 0 0 Total Volume 0 0 0 0 0 0 0 0 0 0 0 0 Input Data E-W Street:Boynton Beach Blvd COUNT DATE:4/5/2017 Report Created N-S STREET:Federal Hwy CURRENT YEAR:2017 10/12/2021 TIME PERIOD:PM ANALYSIS YEAR:2026 GROWTH RATE:% PSF: 1 SIGNAL ID:46225 Intersection Volume Development Eastbound Westbound Northbound Southbound Left Thru Right Left Thru Right Left Thru Right Left Thru Right Diversions ':0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Peak Season Volume 0 0 0 0 0 0 0 0 0 0 0 0 Committed Developments Type %Complete Forest Park Elem. 1 0 0 0 0 0 0 0 0 0 0 1 NR 75% Renaissance Commons Com 0 0 1 0 0 0 1 0 0 0 0 0 NR 75% Alta at Boynton Village 5 0 5 0 0 0 9 0 0 0 0 9 Res 0% Riverwalk Plaza 0 0 5 0 0 0 5 14 0 0 16 0 NR 70% Ocean 95 Exchange Park 6 0 5 0 0 0 1 0 0 0 0 1 NR 0% 211 E.Ocean Avenue Restaurant 1 0 1 0 0 0 1 0 0 0 0 1 NR 0% Ocean One 25 0 86 0 0 0 65 0 0 0 0 19 NR 0% Total Committed Developments 38 0 103 0 0 0 '- 82 14 0 0 16 31 Total Committed Residential 5 0 5 0 0 0 9 0 0 0 0 9 Total Committed Non-Residential 33 0 98 0 0 0 73 14 0 0 16 22 Double Count Reduction 1 0 1 0 0 0 2 0 0 0 0 2 Total Discounted Committed 37 0 102 0 0 0 80 14 0 0 16 29 Historical Growth 9.63778E+41 0 0 0 0 0 I' 0 0 0 0 0 9.63778E+41 Comm Dev+1%Growth 9.63778E+41 0 0 0 0 0 0 0 0 0 0 9.63778E+41 Growth Volume Used 0 0 0 0 0 0 0 0 0 0 0 0 Total Volume 1 0 0 0 0 0 0 0 0 0 0 1 Page 1 of 5 Palm Beach County Signal Timing Sheet 3/13/2018 46225 : 4090-Boynton Beach Bl and Federal Hwy(Standard File) Phase[1.1.1] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 (NL) (ST) (EL) (WT) (SL) (NT) (WL) (ET) Walk 7 7 7 7 Ped Clearance 1824 20 26 m..m............... Min Green 4 20 4 6 4 20 4 6 5 W3.5 5 5 5 5 m..m..m............ Passage 2 3.5 3 2 2 3.5 2 3 1 1 1 1 1 Maxl 25 45 35 15 10 45 15 35 25 5 25 25 25 Max2 50 50 50 50 50 ..........,.Yellow 4 4 4 4 4 4 4 4 3.5 .5 3.5 3.5 3.5 Red 2 2 2 2.5 2 2 2 2.5 1.5 .5 1.5 Phase Option[1.1.2] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 (NL) (ST) (EL) (WT) (SL) (NT) (WL) (ET) Enable ONPON ON ON ON ON ON ON Auto Entry ON ON Auto Exit ON NonActl .................................... Non Act2 Lock Call ON ON ON ON ON ON ON ON ON Min Recall ON Max Recall ..m..m..m..m..m..m... Ped Recall Dual En ON ON ON ON Sim Ga Enable ON ON ON ON ON ON ON ON ON ON ON ON Rest In Walk Detector,Vehicle Parameters 1-16[5.1] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 (NBLI) (SBTI) (EBLI)(WBT1) (SBL1) (NBT1)(WBL1)(EBT1) Call Phase 1 2 1 3 4 1 5 6 7 8 Switch Phase 8 4 Detector,Vehicle Parameters 17-32[5.1] 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Call Phase Switch Phase Dela Time Detector,Vehicle Parameters 33-48[5.1] 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 ECall Phase Switch Phase ............... Dela Time Detector,Vehicle Parameters 49-64[5.1] 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 �DelayEe Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 Page 2 of 5 Palm Beach County System Timing Sheet 3/13/2018 46225 : 4090-Boynton Beach Bl and Federal Hwy(Standard File) TB Coor,Day Plan[4.4] Day Plan Table 1 1 1 1 2 1 3 1 4 1 5 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 1 15 1 16 Hour 1 1 6 9 16 19 22 Minute 30 Action 100 2 1 3 4 100 Day Plan Table 2 1 1 1 2 1 3 1 4 1 5 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 1 15 1 16 Hour 9 20 i Minute Action 100 1 100 Day Plan Table 3 1 2 3 4 5 6 1 7 8 9 10 11 12 13 14 15 16 Hour 9 20 m..m..m..m..m..m... Minute Action 100 1 100 Coordination,Pattern 1-16[2.1]/Coordination,Alt Tables+[2.6] Pattern 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Cycle Time 155 155 160 120 155 155 160 120 .---m m, - m.._ m m,-----m m,-- ---i m,-- m,m,m,m.--- m,m,m9 Offset Time 123 125 3 101 96 96 49 1 4 Slit Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Seq Number 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Ph t Alt Ph Time Alt 1 2 3 4 Coordination,Splits[2.7.1] Split Table 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time 30 50 35 40 18 62 20 55 Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Coord-Ph ON Split Table 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 1 15 16 Time 18 71 26 40 16 73 16 50 Mode NON MAX i NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Co -Ph ON Split Table 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh 32 60 28 40 19 73 20 48 =..m,m,m,m,m,m,m m,m,m,m,m,m _.m,m,m,m m,m,m,m,m,m,m m,m,m,m,m.m,m m,m,m,m,m,m.m m,m,m,m,m,mm,m,m,m,m,m,m, m,m,m,m.m,m,m,m,m,m,m,m.m,m,m,m,m,m,m,m..m... NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Split Table 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 [�� 22 40 23 35 16 46 20 38 .m..m..m..m..m..m.. NON MAX NON NON NON MAX NON NON NON ON NON NON NON NON NON NON ON Split Table 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Split Table 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh ..m..m.,m.,m.,m..m... NON MAX NON NON NON MAX NON ON NON NON NON NON NON NON NON NO ON Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 Page 3 of 5 Palm Beach County Preempt&Overlap Timing Sheet 3/13/2018 46225 : 4090-Boynton Beach Bl and Federal Hwy(Standard File) Preemption Tim es[3.1]/Phases[3.2]/Options[3.3] Preemption Times+[3.4]/Overlaps+[3.5]/Options+[3.6] Channel 1 1 2 3 4 5 6 Preempt 1 2 3 4 5 6 Lock Input ON ON ON ON ON Enable -------------------------- .�.....��������������.......������ T e RAIL EMERG EMERG EMERG EMERG EMERG Override Flash ON i ON ON ON ON Override Fh'her_ Skip Track Flash Dwell Volt Mon Flash Link Coord in Preem t ..m..m..m..m..m.....m..m..m..m.m. .m..m..m..m..m..m..m..m.. ..m..m..m..m..m..m..m..m... DelaMax2 .m..m..m..m..m..m..m..m.. ..m..m..m..m..m..m..m..m.., Min Duration Return Max/Min MAX MAX MAX MAX MAX MAX m..m..m..m..m..m..m..m..m..m..m....m..m..m,,,m„m, ..m..m..m..m..m..m..m..m.. Min Green Extend Dwell Min Walk Pattem Ped ClearOu ut Mode TS2 TS2 TS2 TS2 TS2 TS2 Track Green Track Over 1 Min Dwell Track Over 2 m..m..m..m..m..m..m..m..m..,m..m..m..m..m..m..m..m..m.. Max Presence Track Over 3 Track RI Track Over 4 ______._____._...m..m..m..m..m..m..m..m...m..m..m..m..m..m..m..m.. Track R2 Track Over 5 Track R3 Track Over 6 Track R4 Track Over 7 , m,m,m,m,m,m m,m. .m..m..m..m, Dwell PI Track Over 8 Dwell P2 Track Over 9 m..m..m..m..m.. .�.....� ..m..m..m..m..m..m..m................................. Dwell P3 Track Over 10 ................-- .m..m..m..m..m..m..m..m....m..m..m..m..m..m..m..m..,_..m..m..m..m..m..m..m................................ . Dwell P4 Track Over 11 Dwell P5 Track Over 12 ...m..m..m..m..m..m..m..m...m..m..m..m..m..m..m..m..0 Dwell P6 Dwell Over 1 Dwell P7 Dwell Over 2 Dwell P8 Dwell Over 3 ! ------------------------------------------------------- Dwell P9 Dwell Over 4 Dwell P10 Dwell Over 5 Dwell PI l Dwell Over 6 Dwell P12 Dwell Over 7 ..m..m..m..m..m. ...m..m..m..m..m..m..m..m...m..m..m..m..m..m..m..m..0 Dwell Pedl Dwell Over 8 ______ ______.,m,m,m,m,m, m..m, ..m..m..m..m. Dwell Ped2 Dwell Over 9 .,______ m..m..m..m..m.. ..m..m..m..m..m.,m..m..m..m..m.,,m,, ...,...,...,...,...,...,...,...,. ..,...,...,...,...,...,...,...,... Dwell Ped3 Dwell Over 10 .....____._ ..,.._ ..m..m..m..m..m.. .m..m..m..m..m..m..m..m..m..m..m..m..m..m..m..m..m..m.. Dwell Ped4 Dwell Over 11 Dwell Peds Dwell Over 12 Dwell Ped6 i i .m..m..m..m..m..m..m..m....m..m..m..m..m..m..m..m..,_..m..m..m..m..m..m..m..m...m..m..m..m..m..m..m..m..m.. Ped Clear Dwell Ped? Yellow ...m..m..m..m..m..m..m..m...m..m..m..m..m..m..m..m..0 Dwell Ped8 Red Exit RI Return Min/Max Exit R2 Dela Inh .......................... m..m..m..m..m..m..m..m..m. Exit R3 Exit Time Exit R4 All Red B4 Overlap Program Parameters[1.5.2.1] Overlap Included Phases Modifer Phases Type Green Yellow Red Overla 1 NORMAL 3 5 1 5 ............... m,m.m,m, m,m,m.m.. m,m,m,m,m m,m.m,m,m m,m,m,m,m.. .m,m,m,m,m m,m,m.m,m m,m,m,m,m.m.m,m,m,m, m,m,m.m,m,m,m,m,m m,m.m,m,m,m,m,m,m m.m, m,m,m,m,m,m,.m, m,m,m,m,m,m,m... Overlap 2 NORMAL 3.5 1.5 ................ Overla 3 NORMAL 3.5 1.5 a..... ,...,. m..m..m.. .m,m.m..m.. Overla 4 I NORMAL _ 3.5 1.5 Overlap 5 NORMAL 3.5 1.5 ..m..m..m..m....m..m..m..m.. .m..m..m..m..m. Overla 6 NORMAL 3.5 1.5 Overla 7 NORMAL 3.5 1.5 .m..m..m..m..m..i Overlap 8 NORMAL 3.5 1.5 ..m.,m.,m.,m...,m.,m.,m.,m.. .m.,m.,m.,m.,m.. Overla 9 NORMAL 3.5 1.5 Overla 10NORMAL 3.5 1.5 .m..m..m..m..m.,m..m..m..m..m.,m..m..m..m..m.....m..m..m..m..m.. Overla 11 NORMAL 3.5 1.5 Overlap 12 NORMAL 3.5 1.5 ..m..m..m..m..- Overla 13 NORMAL 3.5 1.5 .m..m..m..m..m..i Overla 14 NORMAL 3.5 1.5 Overlap 15 NORMAL 3.5 1.5 Overla 16 NORMAL 3.5 1.5 Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 Page 4 of 5 Palm Beach County Alternate Timing Sheet 3/13/2018 46225 : 4090-Boynton Beach Bl and Federal Hwy(Standard File) Alternate Phase Program 1,Interval Times[1.1.6.1] Alternate Phase Program 2,Interval Times[1.1.6.1] M M 'a < XM ID a w H m a 3 x xto Mo v m s n n 3 1_4� 7 25 4 2 1 1 4 2030 4W21 jj 45 4 2 2 2 7 18 20 415 4 2 3 3 4 415 4 2.5 4 4 7 24 6 410 4 2 5 5 4 445 4 2 6 6 7 20 20 4 7 4 = 4 15 4 2 _ 7 8 7 26 6 4 25 4 2.5 8 Alternate Phase Program 3,Interval Times[1.1.6.1] Alternate Phase Program 4,Interval Times[1.1.6.1] CU d a 3 0 I A d H 'S r n Ill y i- — n M U3 L 4 2 33 4 2 1 1 4 2 20 4 2 1 18 20 3.5 45 4 2 2 2 7 18 20 3.5 45 4 2 2 ,mmmmmm m,m,m,m,m, .m.m,m,m,m,m,m,m,m.m,m, m,m,m,m,m.,m,m,m,m,m,m m,m,m, m,m,m..m..m, ..m.._=4 4 15 m,m,m,m.m..,m,m4m,m 2 3 3 4 4 16 4 2 3 mm,m,m,m,m,m m.m,m,m,m, m,m,m.m,m m..m,m,m,m m,m,m,m,m.m m,m,m,m.m..6 2 15 4 2 5 4 4 7 24 6 2 15 4 2.5 4 m. 4 2 10 4 2 5 5 4 2 10 4 2 5 mm m,m,m,.......m, m,m,m m,m,m.m,m,m m,m,m,m,... m,m,m,m,m,m,m.m,m,m,m m,m,m,m,.. .......... 6 7 20 20 35 45 4 2 6 20 20 3.5 45 4 2 6 4 2 15 4 2 7 7 4 2 15 4 2 7 8 7 26 6 3 25 4 26 6 3 25 4 2.5 8 Alternate Phase Program 5,Interval Times[1.1.6.1] 3 9 CU d c 3 a m 'D H - x x a m m n 10 n = n m °�' S 0,, 3 1 2 ..m..m.m,m,m, m,m,m.m.m m,m,m,m,m, .m.m,m,m,m,m,m,m,m.m,m, m,m,m,m,m.,m,m,m,m,m,m m,m,m, ..m..m..m, 3 4 5 6 ..m..m.m,m,m, m,m,m.m.m m,m,m,m,m, .m.m,m,m,m,m,m,m,m.m,m, m,m,m,m,m.,m,m,m,m,m,m m,m,m, 7 8 TB Coor,Day Plan[4.4] Day Plan Table 4 1 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 1 15 1 16 Hour 1 1 6 9 16 19 22 Minute 30 Action 100 2 1 3 4 100 Day Plan Table 5 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 1 15 1 16 Hour 6 9 16 19 22 .m..m..m..m..m..m.,m..m..m..m..m..m.. .m..m..m..m..m..m... .m..m..m..m..m..m..m.. Minute 30 Action 100 12 11 13 14 100 Day Plan Table 6 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 1 15 1 16 Hour Minute Action 100 Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 Page 5 of 5 Palm Beach County Special System Timing Sheet 3/13/2018 46225 : 4090-Boynton Beach Bl and Federal Hwy(Standard File) Coordination,Splits[2.7.1] Split Table 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON .m..m..m..m..m..m..m.. ...m..m..m..m..m..m... Coord-Ph ON Split Table 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh .m..m..m..m..m..m.. NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Split Table 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �Coord-Ph m..m..m..m..m..m..m.....m..m..m..m..m..m....m..m..m..m..m..m..m...m..m..m..m..m..m..m.,m..m..m..m..m..m..m..i m..m..m..m..m..m..m.. NON MAX NON NON NON ��� NON NON NON NON NON NON NON NON ON Split Table 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh ..m,m m m m m,m m,m m m m m,m, m,m..m NOR- m, m,m m..m m m,m m,m m m m m,m m,m m m m.m,m m,m m m m m.m m,m m m m m,m.,m,m m m m m,m, ..m,m m m m,m,.m,m m m m m,m m,m m.m m m,m m,m m m.m m,m,m,m,m m m.m,m,m,m,m m m m.m, m,m.,. NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON ON ON Split Table 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh 30 76 20 29 16 90 15 34 NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Split Table 12 F 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time F..m,m , , mm m,m, m,m..mmmm, m,mm2..m mm,mm,mmm 85 3930 mmmmmm m.. ... Mode NON I MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Coord-Ph ON Split Table 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time 40 63 25 32 19 84 22 35 .. m,...m,m,m,m, m,m,m..m,m,m,m m,m,m,m,m,m,m m,m,.§mL.m,m m,m,.gm .m.m m,m,.2m .m,...m,m,m,m,m,m,m, ..m,m,m,m,m,m,.m,m,m,m,m,m,m m,m,m,m,m,m,m m,m,m,m,m,m,m,m,m,m,m,m.m,m,m,m,m,m,m,m..m... Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Coord-Ph ON Split Table 14 1 2 3 4 5 1 6 1 7 8 9 10 11 12 13 14 15 16 Time 22 40 23 35 1(�I 46 1 20 38 Mode NON MAX i NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Co -Ph ON Split Table 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Split Table 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �CoordPh ..m..m.,m.,m.,m..m... NON MAX NON NON NON MAX NON ON NON NON NON NON NON NON NON NO ON Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 J aagJ J �}U"'LLI ?l' n n n n It W D o D O D D D D Z A O O O O O O O O a �y W J a o O O o o o Q +zn.; m z ae 0. Z '..► N Z FW- t, s U H co d` r ki .., Q J 777, si ti Q W U Li D W N 4' 2 Z c 0 Ll �" O O O O O O p O N n tt tt ttt�t 7 t N f" Y s W � t-- aa ZI O O O O O O O 'LLI 1'S t fit' MIX O O O O O O O O M N N of of Wi. , O O O O O O O O N Z V44 , W � r ,69 S N N N N N In In N N J _ a W Y d C O O O O O O O O LL �: N N N Y N N N W J CC di d W W m EO Z .WC . LLI ag Q LLI O J Y W Q V � O � C Z Q IMI m Q Z J m J m J m J m T' 0 , W _ 3 Z w H m N W w Z W C mUJI w D Z W W W T rw to r� a � W m r a Z 03 LL W W Wgz p a 0 tr 0 d C3 o y LLI tj z 7c p z in Z i ~ ~ J z W w _ z a a o, c c Q a r LLI PA J d', o ' I- o tOJ p p z 5 Z Z Z Z Z Z Z Z Z Z Z W 3 z r r r m W r I N - O ONWOO d W Z z N',,. 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Yellow Time(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 2.0 2.5 2.5 2.0 2.5 2.5 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 6.0 6.5 6.5 6.0 6.5 6.5 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Act Effct Green(s), 14.7 18.0 18.0 7.8 8.8 8.8 10.7 74.6 7.0 65.7 Actuated g/C Ratio 0.12 0.15 0.15 0.06 0.07 0.07 0.09 0.61 0.06 0.54 v/c Ratio 0.65 0.22 0.69 0.31 0.37 0.06 0.56 0.16II 0.21 0.44 Control Delay 67.1 49.7 16.9 64.7 64.6 0.4 62.6 13.0 62.8 18.9 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 67.1 49.7 16.9 64.7 64.6 0.4 62.6 13.0 62.8 18.9 LOS E D B E E A E B E B! Approach Delay 33.8 55.5 29.1 20.0 Approach LOS C E C B Cycle Length: 155 Actuated Cycle Length: 121.5 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.69 Intersection Signal Delay:27.8 Intersection LOS: C Intersection Capacity Utilization 59.0% ICU Level of Service B Analysis Period(min) 15__, Splits and Phases: 1: Federal Highway&Boynton Beach Blvd 01 02 1' f 3 Him v t� .4 05 06 07 0 EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 1 Queues EX AM 1: Federal Highway & Boynton Beach Blvd 10/13/2021 ''t Lane Group Flow(vph) 139 61 332 35 50 14 170 353 21 817 v/c Ratio 0.65 0.22 0.69 0.31 0.37 0.06 0.56 0.16II 0.21 0.44 Control Delay 67.1 49.7 16.9 64.7 64.6 0.4 62.6 13.0 62.8 18.9 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 67.1 49.7 16.9 64.7 64.6 0.4 62.6 13.0 62.8 18.9 Queue Length 50th(ft) 109 45 29 28 39 0 68 70 17 2051 Queue Length 95th(ft) 184 90 131 66 84 0 112 114 46 294 Internal Link Dist(ft) 1893 782 570 962 Turn Bay Length(ft) 230 300 190 300 280 Base Capacity(vph) 294 673 759 147 518 547 342 2163 147 1870 Starvation Cap Reductn _0 0 0 0 0 0 0 0 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.47 0.09 0.44 0.24 0.10 0.03 0.50 0.16II 0.14 0.44 EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 2 HCM 6th Signalized Intersection Summary EX AM 1: Federal Highway & Boynton Beach Blvd 10/13/2021 Lane Configurations Traffic Volume(veh/h) 128 56 305 32 46 13 156 315 10 19617 134 Future Volume(veh/h) 128 56 305 32 46 13 156 315 10 19 617 134 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 00 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 139 61 332 35 50 14 170 342 11 21 671 146 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 165 429 364 45 302 256 224 1908 61 29 1435 3112 Arrive On Green 0.09 0.23 0.23 0.03 0.16 0.16 0.06 0.54 0.54 0.02 0.49 0.49 Sat Flow,veh/h " 1781 1870 1585 1781 1870 1585 3456 3514 113 1781' 2903 631 Grp Volume(v),veh/h 139 61 332 35 50 14 170 173 180 21 410 407 Grp Sat Flow(s),veh/h/In 1781 1870 1585 1781 1870 1585 1728 1777 1850 1781' 1777 1757 Q Serve(g_s),s 10.1 3.4 26.8 2.6 3.0 1.0 6.4 6.5 6.5 1.5 20.0 20.0 Cycle Q Clear(g_c),s 10.1 3.4 26.8 2.6 3.0 1.0 6.4 6.5 6.5' 1.5; 20.0 20,0 Prop In Lane 1.00 1.00 1.00 1.00 1.00 0.06 1.00 0.36 Lane Grp Cap(c),veh/h 165 429 364 45 302 256 224 965 1004 29 878 869 V/C Ratio(X) 0.84 0.14 0.91 0.78 0.17 0.05 0.76 0.18 0.18 0.72 0.47 0.47 Avail Cap(c_a),veh/h 271 619 524 135 477 404 315 965 1004 135; 878 869 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 58.7 40.4 49.4 63.7 47.5 46.6 60.5 15.2 15.2 64.4 21.9 21.9 Incr Delay(d2), s/veh 11.6 0.2 15.8 24.7 0.3 0.1 6.6 0.4 0.4 28.51 1.8 18 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In: 51 1.6 12.2 1.5 1.4 0.4 3.0 2.7 2.9 0.9i 8.7 8,7 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/veh 70.3 40.5 65.1 88.4 47.7 46.7 67.1 15.6 15.6 92.9 23.6 23,7 LnGrp LOS E D E F D D EB B F C C Approach Vol,veh/h 532 99 523 838 Approach Delay,s/veh 63.7 62.0 32.4 25.4 Approach LOS E E C C .,;i: 7 a„ ti,�a ay, s 1 t s s ,ss':• jt s, ty a t ''.,'l - s i t. a'. si ,t'"�.-{ i ts t 3 t, a s174 1 sl,asl 1 1, , Phs Duration(G+Y+Rc),s8.1 77.4 9.3 36.7 14.5 71.0 18.2 27.7 Change Period(Y+Rc),s__ 6.0 6.0 6.0 6.5 6.0 6.0 6.06.5 Max Green Setting(Gmax) s 10.0 67.0 10.0 43.5 12.0 65.0 20.0 33.5 Max Q Clear Time(g_c+I1),s 3.5 8.5 4.6 28.8 8.4 22.0 12.1 5.0 Green Ext Time(p-c),s 0.0 2.3 0.0 1.3 0.2 6.3 0.2 0.3 HCM 6th Ctrl Delay 39.3 HCM 6th LOS D EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 3 Timings EX AM 2: Ocean Avenue & Federal Highway 10/13/2021 t` '~ �.�> l,,:�+.f5.i������.tc�i�,�..+.ct� �;,:�r.15.w �'�,,,�"i.crS���t,s��.it+.1.� �i),�:r.1.cl�tl.il.il.il.it.il.il.il.il.il.il.il.i1.i11, Lane Configurations Traffic Volume(vph) 21 102 131 38 116 12 417 272 696 Future Volume(vph) 21 102 131 38 116 12 417 272 696 Turn Type Prot NA Prot NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1_ 6, Permitted!Phases 8 Detector Phase 7 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 11.0 38.0 11.0 39.0 39.0 10.0 33.0 10.0 26.0 Total Split(s) 22.0 40.0 24.0 42.0 42.0 25.0 61.0 30.0 66.0 Total Split(%) 14.2% 25.8% 15.5% 27,1% 27,1% 16,1% 39.4% s 19.4% 42.6% YellowTime(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0_. 4.0 All-Red Time(s) 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None Max None Max Act Effct Green(s) 7.3 14.8 15.0 27.9 27.9 6.6 55.1 24.1 i 80.0 Actuated g/C Ratio 0.05 0.11 0.11 0.21 0.21 0.05 0.41 0.18 0.59 v/c Ratio 0.24 0.66 0.72 0.11 0.30 0.15 0.48 0.94 0.38 Control Delay 69.0 70.6 79.7 47.0 9.6 67.5 28.6 92.6 16.9 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 69.0 70.6 79.7 47.0 9.6 67.5 28.6 92.6 16.9 LOS E E E D A E C F li B ' Approach Delay 70.4 46.8 29.3 37.5 Approach LOS E D C D Cycle Length: 155 Actuated Cycle Length: 135 Natural Cycle: 105 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.94 Intersection Signal Delay:38.6 Intersection LOS: D Intersection Capacity Utilization 68.8% ICU Level of Service C Analysis Period(min) 15__, Splliitts,�and Phases: 2: Ocean Avenue&Federal Highway �^ t02 fo 3 4= mom 05 • 06 07 08 e EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 4 Queues EX AM 2: Ocean Avenue & Federal Highway 10/13/2021 t` '~ �.�> l,,:�+.f5.i������.tc�i�,�..+.ct� �;,:�r.15.w �'�,,,�"i.crS���t,s��.it+.1.� �i),�:r.1.cl�tl.il.il.il.it.il.il.il.il.il.il.il.i1.i11, Lane Group Flow(vph) 23 133 142 41 126 13 679 296 790 v/c Ratio 0.24 0.66 0.72 0.11 0.30 0.15 0.48 0.94 0.38 Control Delay 69.0 70.6 79.7 47.0 9.6 67.5 28.6 92.6 16.9 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 69.0 70.6 79.7 47.0 9.6 67.5 28.6 92.6 16.9 Queue Length 50th(ft) 20 110 122 31 0 11 211 263 168 Queue Length 95th(ft) 52 180 #213 67 56 36 290 #472 298 Internal Link Dist(ft) 918 1812 308 570 Turn Bay Length(ft) 110 250 250 180 150 Base Capacity(vph) 197 449 223 484 504 249 1409 315 2085' Starvation Cap Reductn _0 0 0 0 0 0 0 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.12 0.30 0.64 0.08 0.25 0.05 0.48 0.94 0.38 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 5 HCM 6th Signalized Intersection Summary EX AM 2: Ocean Avenue & Federal Highway 10/13/2021 Lane Configurations Traffic Volume(veh/h) 21 102 20 131 38 116 12 417 208 272 696 30 Future Volume(veh/h) 21 102 20 131 38 116 12 417 208 272 696 30 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 23 111 22 142 41 126 13 453 226 296 757 33 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 31 140 28 168 317 269 21 990 490 320 2075 90 Arrive On Green 0.02 0.09 0.09 0.09 0.17 0.17 0.01 0.43 0.43 0.18 0.60 0.60 Sat Flow,veh/h " 1781 1516 300 1781 1870 1585 1781 2302 1140 1781' 3469 151 Grp Volume(v),veh/h 23 0 133 142 41 126 13 349 330 296 388 402 Grp Sat Flow(s),veh/h/In 1781 0 1816 1781 1870 1585 1781 1777 1665 1781' 1777 1843 Q Serve(g_s),s 1.6 0.0 9.2 10.0 2.4 9.2 0.9 17.8 18.0 20.9 14.3 14.4 Cycle Q Clear(g_c),s 1.6 0.0 9.2 10.0 2.4 9.2 0.9 17.8 18.0 20.9' 14.3 14.4 Prop In Lane 1.00 0.17 1.00 1.00 1.00 0.68 1.00 0.08 Lane Grp Cap(c),veh/h 31 0 168 168 317 269 21 764 716 320 1063 1103 V/C Ratio(X) 0.74 0.00 0.79 0.84 0.13 0.47 0.63 0.46 0.46 0.92 0.36 0.36 Avail Cap(c_a),veh/h 209 0 468 237 512 434 265 " 764 716 334 1063 1103 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 62.6 0.0 56.9 57.0 45.1 47.9 63.0 25.9 25.9 51.6 13.2 13.2 Incr Delay(d2), s/veh 28.6 0.0 8.1 17.2 0.2 1.3 27.7 2.0 2.1 29.8? 1.0 09 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In' 1.0 0.0 4.6 5.3 1.1 3.7 0.6 8.0 7,6 12.0 5.9 6,2 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/teh 91.1 0.0 65.0 74.2 45.3 49.2 90.6 27.8 28.1 81.4 14.2 14:11 LnGrp LOS F A E E D D FC C F B B Approach Vol,veh/h 156 309 692 1086 Approach Delay,s/veh 68.8 60.2 29.1 32.5 Approach LOS E E C C .,;i: 7 a„ ti,�a ay, s 1 t s s ,ss':• jt s, ty a t ''.,'l - s i t. a'. si ,t'"�.-{ is 7 t, Phs Duration(G+Y+Rc),s29.0 61.0 19.1 18.8 7.5 82.5 9.2 28.7 Change Period(Y+Rc),s 6.0 6.0 7.0 7.0 6.0 6.0 7.0 7.0 Max Green Setting(Gmax) s 24.0 55.0 17.0 33.0 19.0 60.0 15.0 35.0 Max Q Clear Time(g_c+I1),s 22.9 20.0 12.0 11.2 2.9 16.4 3.6 11.2 Green Ext Time(p-c),s 0.;1 4.9 0.1 0.7 0.0 5.9 0.0 0.6 HCM 6th Ctrl Delay 37.8 HCM 6th LOS D EXAM 2:03 pm 10/12/2021 Baseline Synchro 11 Report Page 6 Timings EX PM 1: Federal Highway & Boynton Beach Blvd 10/13/2021 ''t "W, :' „ f ', i„ 6U Lane Configurations Traffic Volume(vph) 244 62 322 13 91 24 421 790 23 552 Future Volume(vph) 244 62 322 13 91 24 421 790 23 552 Turn Type pm+ptNA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1_ 6 Permitted!Phases 4 4 8 8 Detector Phase 7 4 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 10.0 39.5 39.5 10.0 37.5 37.5 10.0 33.0 10.0 31.0' Total Split(s) 28.0 48.0 48.0 20.0 40.0 40.0 32.0 73.0 19.0 60.0 Total Split(%) 17.5% 30.0% 30.0% 12:5% 25.0% 25.0% 20.0% 45.6% 11.9% 37.5% Yellow Time(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 2.0 2.5 2.5 2.0 2.5 2.5 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 6.0 6.5 6.5 6.0 6.5 6.5 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Act Effct Green(s) 40.0 34.5 34.5 19.3 12.5 12.5 22.5 74.4 7.4 54.2 Actuated g/C Ratio 0.30 0.26 0.26 0.14 0.09 0.09 0.17 0.55 0.05 0.40 v/c Ratio 0.66 0.14 0`53 0.07 0.58 0.08 0.80 0.46 0.26 0.54 Control Delay 48.1 42.5 7.6 36.2 72.8 0.5 65.7 20.7 69.9 32.7 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.0 Total Delay 48.1 42.5 7.6 36.2 72.8 0.5 65.7 21.0 69.9 32.7 LOS D D A D E A E C E C Approach Delay 26.8 55.6 36.2 33.9 Approach LOS C E D C Cycle Length: 160' Actuated Cycle Length: 134.8 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.80 Intersection Signal Delay:34.3 Intersection LOS: C Intersection Capacity Utilization 67.5% ICU Level of Service C Analysis Period(min) 15__, Splliitts, and Phases: 1: Federal Highway&Boynton Beach Blvd f.- 03 -404 05 06 07 08 WWWWUM, -1 A&MMUNKSOMMMI 11 EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 1 Queues EX PM 1: Federal Highway & Boynton Beach Blvd 10/13/2021 ''t ti ,"4 �,jt�i st WILE (,,,� lilt+, iii ++i t�..:' r i!�� t 7: I�4 f I{i lil{'ty „IS f,t 'k,t s }.; f if ��, r r r � ,tfr;i! :,�« rs � , i f �s,'�ir41' I � �r�5 11 � ,,,+'tf'r 5���1�1�1�1�1�1�',� Lane Group Flow(vph) 265 67 350 14 99 26 458 889 25 758 v/c Ratio 0.66 0.14 0`53 0.07 0.58 0.08 0.80 0.46 0.26 0.54 Control Delay 48.1 42.5 7.6 36.2 72.8 0.5 65.7 20.7 69.9 32.7 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.0 Total Delay 48.1 42.5 7.6 36.2 72.8 0.5 65.7 21.0 69.9 32.7 Queue Length 50th(ft) 194 44 0 9 86 0 203 262 22 2651 Queue Length 95th(ft) 288 95 87 27 150 0 274 355 54 357 Internal Link Dist(ft) 1893 782 570 962 Turn Bay Length(ft) 230 300 190 300 280 Base Capacity(vph) 409 575 731 312 465 533 664 1946 171 1392 Starvation Cap Reductn 0 0 0 0 0 0 0 467 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.65 0.12 0.48 0.04 0.21 0.05 0.69 0.60 0.15 0.54 EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 2 HCM 6th Signalized Intersection Summary EX PM 1: Federal Highway & Boynton Beach Blvd 10/13/2021 s,1 ..�qru� Lane Configurations Traffic Volume(veh/h) 244 62 322 13 91 24 421 790 28 23 552 145 Future Volume(veh/h) 244 62 322 13 91 24 421 790 28 23 552 145 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 265 67 350 14 99 26 458 859 30 25 600 158 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 385 449 380 180 200 170 527 1905 67 32 1140 300 Arrive On Green 0.15 0.24 0.24 0.01 0.11 0.11 0.15 0.54 0.54 0.02 0.41 0.41 Sat Flow,veh/h " 1781 1870 1585 1781 1870 1585 3456 3503 122 1781' 2784 732 Grp Volume(v),veh/h 265 67 350 14 99 26 458 436 453 25 382 376 Grp Sat Flow(s),veh/h/In 1781 1870 1585 1781 1870 1585 1728 1777 1848 1781' 1777 1739 Q Serve(g_s),s 16.9 3.7 28.4 0.9 6.6 2.0 17.1 19.5 19.5 1.8 21.4 21.4 Cycle Q Clear(g_c),s 16.9 3.7 28.4 0.9 6.6 2.0 17.1 19.5 19.5'1 1.8? 21.4 21.4 Prop In Lane 1.00 1.00 1.00 1.00 1.00 0.07 1.00 0.42 Lane Grp Cap(c),veh/h 385 449 380 180 200 170 527 966 1005'1 32 728 712 V/C Ratio(X) 0.69 0.15 0.92 0.08 0.49 0.15 0.87 0.45 0.45 0.77 0.53 0.53 Avail Cap(c_a),veh/h 424 589 499 348 475 403 681 966 1005'1 176 728 712 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 41.9 39.5 48.9 51.5 55.5 53.4 54.6 18.2 18.2 64.4 29.3 29.3 Incr Delay(d2), s/veh 4.1 0.2 18.9 0.2 1.9 0.4 9.5 1.5 1.5 31.1 2.7 28 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In: 7.9 1�.8 13.2 0.4 3.2 0.8 8.1 8.4 8.7 1.1 9.7 9,5 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/teh 46.0 39.6 67.8 51.7 57.4 53.8 64.1 19.7 19.6 95.51 32.0 32:1 LnGrp LOS D D E D E D EB B F C C Approach Vol,veh/h 682 139 1347 783 Approach Delay,s/veh 56.6 56.1 34.8 34.1 Approach LOS E E C C .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s 8.4 77.7 7.6 38.1 26.1 60.0 25.1 20.6 Change Period(Y+Rc),s 6.0 6.0 6.0 6.5 6.0 6.0 6.0 6.5 Max Green Setting(Gmax) s 13.0 67.0 14.0 41.5 26.0 54.0 22.0 33.5 Max Q Clear Time(g_c+I1),s 3.8 21.5 2.9 30.4 19.1 23.4 18.9 8.6 Green Ext Time(p-c),s 0.0 5.9 0.0 1.3 1.0 5.4 0.2 0.6 HCM 6th Ctrl Delay 40.6 HCM 6th LOS D EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 3 Timings EX PM 2: Ocean Avenue & Federal Highway 10/13/2021 t` '~ 06 ` ' �' E1: 1Pts, Lane Configurations Traffic Volume(vph) 39 74 225 101 212 26 591 238 551 Future Volume(vph) 39 74 225 101 212 26 591 238 551 Turn Type pm+ptNA pm+pt NA Perm Prot NA Prot " NA Protected Phases 7 4 3 8 5 2 1_ 6, Permitted!Phases 4 8 8 Detector Phase 7 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 11.0 38.0 11.0 39.0 39.0 10.0 33.0 10.0 26.0 Total Split(s) 21.0 40.0 21.0 40.0 40.0 24.0 72.0 27.0 75.0 Total Split(%) 13.1% 25.0% 13,1% 25:0% 25.0% 1+5.0% 45.0% s 16.9% 46.9% YellowTime(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0_. 4.0 All-Red Time(s) 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None Max None Max Act Effct Green(s) 21.8 13.8 33.6 22.5 22.5 7.7 66.0 21.0 84.3 Actuated g/C Ratio 0.15 0.10 0.24 0.16 0.16 0.05 0.47 0.15 0.60 v/c Ratio 0.19 0.65 0.88 0.37 0.52 0.29 0.50 0.98 0.31 Control Delay 42.9 69.6 78.9 58.6 10.8 72.3 26.8 110.7 15.8 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 42.9 69.6 78.9 58.6 10.8 72.3 26.8 110.7 15.8 LOS D E E E B E C F li B ' Approach Delay 62.8 48.3 28.3 42.8 Approach LOS E D C D Cycle Length: 160' Actuated Cycle Length: 140.9 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.98 Intersection Signal Delay:40.5 Intersection LOS: D Intersection Capacity Utilization 69.4% ICU Level of Service C Analysis Period(min) 15__, Splits and Phases: 2: Ocean Avenue&Federal Highway 2 403 I_ 4_ o5 i 06 07 08 EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 4 Queues EX PM 2: Ocean Avenue & Federal Highway 10/13/2021 t` '~ 06 ` �' E1: 1Pts, Lane Group Flow(vph) 42 121 245 110 230 28 809 259 650 v/c Ratio 0.19 0.65 0.88 0.37 0.52 0.29 0.50 0.98 0.31 Control Delay 42.9 69.6 78.9 58.6 10.8 72.3 26.8 110.7 15.8 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 42.9 69.6 78.9 58.6 10.8 72.3 26.8 110.7 15.8 Queue Length 50th(ft) 30 95 1`98 93 0 25 257 240 159 Queue Length 95th(ft) 63 164 #348 159 79 60 341 #444 228 Internal Link Dist(ft) 918 1812 308 570 Turn Bay Length(ft) 110 250 250 180 150 Base Capacity(vph) 301 425 278 436 547 226 1620 263 2095'1 Starvation Cap Reductn _0 0 0 0 0 0 0 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.14 0.28 0.88 0.25 0.42 0.12 0.50 0.98 0.31 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 5 HCM 6th Signalized Intersection Summary EX PM 2: Ocean Avenue & Federal Highway 10/13/2021 s,1 ..�qru� Lane Configurations Traffic Volume(veh/h) 39 74 38 225 101 212 26 591 154 238? 551 47 Future Volume(veh/h) 39 74 38 225 101 212 26 591 154 238 551 47 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 42 80 41 245 110 230 28 642 167 259 599 51 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 199 108 55 262 306 260 36 1317 342 267 1995 170 Arrive On Green 0.03 0.09 0.09 0.10 0.16 0.16 0.02 0.47 0.47 0.15 0.60 0.60 Sat Flow,veh/h " 1781 1166 597 1781 1870 1585 1781 2791 725 1781' 3315 282 Grp Volume(v),veh/h 42 0 121 245 110 230 28 408 401 259 321 329 Grp Sat Flow(s),veh/h/In 1781 0 1763 1781 1870 1585 1781 1777 1740 1781' 1777 1820 Q Serve(g_s),s 3.0 0.0 9.4 14.0 7.3 19.9 2.2 22.1 22.1 20.2 12.3 12.3 Cycle Q Ciear(g_c),s 3.0 0.0 9.4 14.0 7.3 19.9 2.2 22.1 ii 22.1 20.2 12.3 12.3 Prop In Lane 1.00 0.34 1.00 1.00 1.00 0.42 1.00 0.15 Lane Grp Cap(c),veh/h 199 0 163 262 306 260 36 838 821 267 1069 1095 V/C Ratio(X) 0.21 0.00 0.74 0.93 0.36 0.89 0.79 0.49 0.49 0.97 0.30 0.30 Avail Cap(c_a),veh/h 326 0 416 262 441 374 229 838 821 267 1069 1095 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 55.3 0.0 61.9 53.8 52.0 57.2 68.3 25.4 25.4 59.1 13.5 13.6 Incr Delay(d2), s/veh 0.5 0.0 6.5 38.3 0.7 16.3 30.5 2.0 2.1 46.3 0.7 0.7 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In' 1.4 0.0 4.5 47 3.5 9.1 1.3 9.8 9.7 12.6 5.1 53 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/teh 55.9 0.068.4 92.0 52.7 73.5 98.8 27.4 27.5 105.5 143 14:3 LnGrp LOS E A E F D EFC C F B B Approach Vol,veh/h 163 585 837 909 Approach Delay,s/veh 65.2 77.4 29.8 40.2 Approach LOS E E C D .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s27.0 72.0 21.0 19.9 8.8 90.2 11.0 29.9 Change Period(Y+Rc),s 6.0 6.0 7.0 7.0 6.0 6.0 7.0 7.0 Max Green Setting(Gmax) s 21.0 66.0 14.0 33.0 18.0 69.0 14.0 33.0 Max Q Clear Time(g_c+I1),s 22.2 24.1 16.0 11.4 4.2 14.3 5.0 21.9 Green Ext Time(p-c),s 0.0 6.2 0.0 X0.6 0.0 46 0.0 1.0 HCM 6th Ctrl Delay 47.1 HCM 6th LOS D EX PM 3:36 pm 10/12/2021 Synchro 11 Report Page 6 Timings FY AM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t "W, :' „ f ', i„ 6U Lane Configurations Traffic Volume(vph) 164 59 360 34 49 14 259 343 20 664 Future Volume(vph) 164 59 360 34 49 14 259 343 20 664 Turn Type pm+ptNA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1_ 6 Permitted!Phases 4 4 8 8 Detector Phase 7 4 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 10.0 39.5 39.5 10.0 37.5 37.5 10.0 33.0 10.0 31.0' Total Split(s) 26.0 50.0 50.0 16.0 40.0 40.0 18.0 73.0 16.0 71.0 Total Split(%) 16.8% 32.3% 32.3% 103% 25.8% 25.8% 11.6% 47.1% ' 10.3% 45.8%! Yellow Time(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 2.0 2.5 2.5 2.0 2.5 2.5 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 6.0 6.5 6.5 6.0 6.5 6.5 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Act Effct Green(s) 29.4 18.1 18.1 16.2 9.8 9.8 12.1 75.6 7.1 65.51 Actuated g/C Ratio 0.24 0.14 0.14 0.13 0.08 0.08 0.10 0.60 0.06 0.52 v/c Ratio 0.57 0.24 0.78 0.19 0.37 0.06 0.85 10.18 0.22 0.50 Control Delay 47.1 50.1 22.8 38.3 63.6 0.4 80.1 14.1 64.8 21.4 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 47.1 50.1 22.8 38.3 63.6 0.4 80.1 14.1 64.8 21.4 LOS D D C D E A F B E C Approach Delay 32.4 45.7 42.0 22.4 Approach LOS C D D C Cycle Length: 155 Actuated Cycle Length: 125.1 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.85 Intersection Signal Delay:31.8 Intersection LOS: C Intersection Capacity Utilization 64.8% ICU Level of Service C Analysis Period(min) 15__, Splits and Phases: 1: Federal Highway&Boynton Beach Blvd 01 02 1' f 3 Himv t� 05 06 07 0s FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 1 Queues FY AM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t 4 :' „ f ', i„ 6U Lane Group Flow(vph) 178 64 391 37 53 15 282 385 22 907 v/c Ratio 0.57 0.24 0.78 0.19 0.37 0.06 0.85 10.18 0.22 0.50 Control Delay 47.1 50.1 22.8 38.3 63.6 0.4 80.1 14.1 64.8 21.4 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Delay 47.1 50.1 22.8 38.3 63.6 0.4 80.1 14.1 64.8 21.4 Queue Length 50th(ft) 122 47 55 23 43 0 120 80 18 245 Queue Length 95th(ft) 189 92 177 51 88 0 #223 135 49 360 Internal Link Dist(ft) 1893 782 570 962 Turn Bay Length(ft) 230 300 190 300 280 Base Capacity(vph) 356 652 761 235 502 535 331 2130 142 1807! Starvation Cap Reductn _0 0 0 0 0 0 0 0 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.50 0.10 0`51 0.16 0.11 0.03 0.85 10.18 0.15 0.50 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 2 HCM 6th Signalized Intersection Summary FY AM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 s,1qu ..�r� Lane Configurations Traffic Volume(veh/h) 164 59 360 34 49 14 259 343 11 20 664 170 Future Volume(veh/h) 164 59 360 34 49 14 259 343 11 20 664 170 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 178 64 391 37 53 15 282 373 12 22 722 185 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 443 492 417 274 362 306 291 1844 59 29' 1279 328 Arrive On Green 0.09 0.26 0.26 0.02 0.19 0.19 0.08 0.52 0.52 0.02 0.46 0.46 Sat Flow,veh/h " 1781 1870 1585 1781 1870 1585 3456 3514 113 1781' 2801 717 Grp Volume(v),veh/h 178 64 391 37 53 15 282 188 197 22 458 449 Grp Sat Flow(s),veh/h/In 1781 1870 1585 1781 1870 1585 1728 1777 1850 1781' 1777 1741 Q Serve(g_s),s 11.0 3.7 34.3 2.4 3.3 1.1 11.6 8.0 8.0 1.8 26.8 26.9 Cycle Q Clear(g_c),s 11.0 3.7 34.3 2.4 3.3 1.1 11.6 8.0 8.0 1.8i 26.8 26.9 Prop In Lane 1.00 1.00 1.00 1.00 1.00 0.06 1.00 0.41 Lane Grp Cap(c),veh/h 443 492 417 274 362 306 291 932 971 29 812 795 V/C Ratio(X) 0.40 0.13 0.94 0.14 0.15 0.05 0.97 0.20 0.20 0.76 0.56 0.56 Avail Cap(c_a),veh/h 527 572 485 357 440 373 291 932 971 125; 812 795 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 38.8 40.0 51.3 44.6 47.7 46.7 65.0 18.0 18.0 69.7 28.3 28.3 Incr Delay(d2), s/veh 0.6 0.1 24.3 0.2 0.2 0.1 43.8 0.5 0.5'I 32.1 2.8 2.9 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In' 5.0 1,8 16.4 1.1 1.6 0.4 6.9 3.5 3.6 1.1 12.1 11;9 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/teh 39.4 40.1 75.6 44.8 47.8 46.8 108.7 18.5 18.4 101.8 31.1 31:2 LnGrp LOS D D E D D D FB B F C C Approach Vol,veh/h 633 105 667 929 Approach Delay,s/veh 61.8 46.6 56.6 32.8 Approach LOS E D E C .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s83 80.7 9.4 43.9 18.0 71.0 19.3 34.0 Change Period(Y+Rc),s__ 6.0 6.0 6.0 6.5 6.0 6.0 6.0 6.5 Max Green Setting(Gmax) s 10.0 67.0 10.0 43.5 12.0 65.0 20.0 33.5 Max Q Clear Time(g_c+I1),s 3.8 10.0 4.4 36.3 13.6 28.9 13.0 5.3 Green Ext Time(p-c),s 0.0 2.5 0.0 1.1 0.0 71 0.3 0.3 HCM 6th Ctrl Delay 48.1 HCM 6th LOS D FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 3 Timings FY AM 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ ;i ` ' �' E1: 1Pts, Lane Configurations Traffic Volume(vph) 46 116 143 43 134 19 507 314 869 Future Volume(vph) 46 116 143 43 134 19 507 314 869 Turn Type pm+ptNA pm+pt NA Perm Prot NA Prot " NA Protected Phases 7 4 3 8 5 2 1_ 6, Permitted!Phases 4 8 8 Detector Phase 7 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 11.0 38.0 11.0 39.0 39.0 10.0 33.0 10.0 26.0 Total Split(s) 22.0 40.0 24.0 42.0 42.0 25.0 61.0 30.0 66.0 Total Split(%) 14.2% 25.8% 15.5% 27,1% 27,1% 16,1% 39.4% s 19.4% 42.6% YellowTime(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0_. 4.0 All-Red Time(s) 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None Max None Max Act Effct Green(s) 25.6 17.3 38.0 26.1 26.1 7.1 55.2 24.1 i 77.1 Actuated g/C Ratio 0.19 0.13 0.28 0.19 0.19 0.05 0.40 0.18 0.56 v/c Ratio 0.18 0.71 0`53 0.13 0.35 0.23 0.57 1.10 0.49' Control Delay 37.4 71.1 45.0 48.7 9.5 70.3 32.4 131.2 21.4 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 37.4 71.1 45.0 48.7 9.5 70.3 32.4 131.2 21.8 LOS D E D D A E C F li C Approach Delay 63.4 30.6 33.4 50.1 Approach LOS E C C D Cycle Length: 155 Actuated Cycle Length: 136.9 Natural Cycle: 105 Control Type: Semi Act-Uncoord Maximum v/c Ratio: 1.10 Intersection Signal Delay:43.6 Intersection LOS: D Intersection Capacity Utilization 76.8% ICU Level of Service D Analysis Period(min) 15__, Splliitts, and Phases: 2: Ocean Avenue&Federal Highway �^ t02 fo 3 -004 4= mom 05 • 06 07 08 e FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 4 Queues FY AM 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ 06 ` ' �' E1: 1Pts, Lane Group Flow(vph) 50 168 155 47 146 21 799 341 980 v/c Ratio 0.18 0.71 0`53 0.13 0.35 0.23 0.57 1.10 0.49' Control Delay 37.4 71.1 45.0 48.7 9.5 70.3 32.4 131.2 21.4 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 37.4 71.1 45.0 48.7 9.5 70.3 32.4 131.2 21.8 Queue Length 50th(ft) 33 138 109 36 0 18 271 -345 293 Queue Length 95th(ft) 66 221 169 75 59 49 375 #591 421 Internal Link Dist(ft) 918 1812 308 570 Turn Bay Length(ft) 110 250 250 180 150 Base Capacity(vph) 365 440 317 477 514 246 1390 311 1984 Starvation Cap Reductn 0 0 0 0 0 0 0 0 464 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.14 0.38 0.49 0.10 0.28 0.09 0.57 1.10 0.64 Volume exceeds capacity,queue is theoretically infinite. Queue shown is maximum after two cycles. # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 5 HCM 6th Signalized Intersection Summary FY AM 2: Ocean Avenue & Federal Highway 10/15/2021 s,1 ..�qru� Lane Configurations Traffic Volume(veh/h) 46 116 39 143 43 134 19 507 228 314 869 32 Future Volume(veh/h) 46 116 39 143 43 134 19 507 228 314 869 32 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 50 126 42 155 47 146 21 551 248 341 945 35 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 250 152 51 242 318 270 29 994 446 324' 2036 75 Arrive On Green 0.03 0.11 0.11 0.09 0.17 0.17 0.02 0.42 0.42 0.18 0.58 0.58 Sat Flow,veh/h " 1781 1342 447 1781 1870 1585 1781 2384 1070 1781' 3494 129 Grp Volume(v),veh/h 50 0 168 155 47 146 21 410 389 341 481 499 Grp Sat Flow(s),veh/h/In 1781 0 1790 1781 1870 1585 1781 1777 1678 1781' 1777 1847 Q Serve(g_s),s 3.2 0.0 12.1 9.8 2.8 11.1 1.5 23.1 23.2 24.0 20.4 20.4 Cycle Q Ciear(g_c),s 3.2 0.0 12.1 9.8 2.8 11.1 1.5 23.1 i 23.2 24.0+ 20.4 20.4 Prop In Lane 1.00 0.25 1.00 1.00 1.00 0.64 1.00 0.07 Lane Grp Cap(c),veh/h 250 0 203 242 318 270 29 741 ii 700 324 1038 1076 V/C Ratio(X) 0.20 0.00 0.83 0.64 0.15 0.54 0.72 0.55 0.56 1.05 0.46 0.46 Avail Cap(c_a),veh/h 392 0 448 310 496 421 257 741 ii 700 324 1038 1076 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 49.4 0.0 57.2 44.9 46.6 50.0 64.6 29.1 29.2 53.9 15.7 15.7 Incr Delay(d2), s/veh 0.4 0.0 8.4 2.8 0.2 1.7 28.6 3.0 3.2 64.3 1.8 1.4 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In' 1.5 0.0 6.0 4,6 1.3 4,5 0.9 10.5 10.0 ' 16.5 8.6 8,9 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/veh 49.8 0.065.6 47.7 46.8 51.7 93.2 32.1 32.3 118.2 17.2 17,2 LnGrp LOS D A E D D D FCC F B B Approach Vol,veh/h 218 348 820 1321 Approach Delay,s/veh 61.9 49.3 33.8 43.3 Approach LOS E D C D .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s30.0 61.0 18.9 21.9 8.1 82.9 11.5 29.4 Change Period(Y+Rc),s 6.0 6.0 7.0 7.0 6.0 6.0 7.0 7.0_, Max Green Setting(Gmax) s 24.0 55.0 17.0 33.0 19.0 60.0 15.0 35.0 Max Q Clear Time(g_c+I1),s 26.0 25.2 11.8 14.1 3.5 22.4 5.2 13.1 Green Ext Time(p-c),s 0.0 5.9 0.2 0.8 0.0 7,8 0.0 0.7 HCM 6th Ctrl Delay 42.7 HCM 6th LOS D FY AM 3:38 pm 10/12/2021 Synchro 11 Report Page 6 Timings FY PM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t "W, :' „ f ', i„ 6U Lane Configurations Traffic Volume(vph) 300 66 444 14 97 25 536 853 24 613 Future Volume(vph) 300 66 444 14 97 25 536 853 24 613 Turn Type pm+ptNA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1_ 6 Permitted!Phases 4 4 8 8 Detector Phase 7 4 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 10.0 39.5 39.5 10.0 37.5 37.5 10.0 33.0 10.0 31.0' Total Split(s) 28.0 48.0 48.0 20.0 40.0 40.0 32.0 73.0 19.0 60.0 Total Split(%) 17.5% 30.0% 30.0% 12:5% 25.0% 25.0% 20.0% 45.6% 11.9% 37.5% Yellow Time(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 2.0 2.5 2.5 2.0 2.5 2.5 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 6.0 6.5 6.5 6.0 6.5 6.5 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Act Effct Green(s) 41.6 35.9 35.9 20.1 13.2 13.2 26.0 77.4 7.5 54.0' Actuated g/C Ratio 0.30 0.26 0.26 0.14 0.09 0.09 0.19 0.55 0.05 0.39 v/c Ratio 0.82 0.15 0.65 0.07 0.60 0.09 0.91 0.49 0.27 ! 0.65 Control Delay 59.9 43.1 9.9 36.5 74.9 0.5 75.4 21.7 71.1 37.0 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 0.0 0.0 Total Delay 59.9 43.1 9.9 36.5 74.9 0.5 75.4 22.1 71.1 37.0 LOS E D A D E A E C E D! Approach Delay 31.1 57.4 42.2 38.0 Approach LOS C E D D Cycle Length: 160' Actuated Cycle Length: 139.6 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.91 Intersection Signal Delay:39.0 Intersection LOS: D Intersection Capacity Utilization 76.8% ICU Level of Service D Analysis Period(min) 15__, Splits and Phases: 1: Federal Highway&Boynton Beach Blvd .- 03 -404 05 06 07 08 WWWWUM, -1 A&MMUNKSOMMMI 11 FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 1 Queues FY PM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t 4 :' „ f ', i„ 6U Lane Group Flow(vph) 326 72 483 15 105 27 583 960 26 865 v/c Ratio 0.82 0.15 0.65 0.07 0.60 0.09 0.91 0.49 0.27 ! 0.65 Control Delay 59.9 43.1 9.9 36.5 74.9 0.5 75.4 21.7 71.1 37.0 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 0.0 0.0 Total Delay 59.9 43.1 9.9 36.5 74.9 0.5 75.4 22.1 71.1 37.0 Queue Length 50th(ft) 256 48 17 10 93 0 270 294 23 326: Queue Length 95th(ft) #373 101 135 28 157 0 #397 396 57 422 Internal Link Dist(ft) 1893 782 570 962 Turn Bay Length(ft) 230 300 190 300 280 Base Capacity(vph) 399 554 791 307 447 519 639 1953 165 1337! Starvation Cap Reductn _0 0 0 0 0 0 0 472 _ 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.82 0.13 0.61 0.05 0.23 0.05 0.91 0.65 0.16 0.65 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 2 HCM 6th Signalized Intersection Summary FY PM 1: Federal Highway & Boynton Beach Blvd 10/15/2021 'a r Ort i;r ,v?iii, rl i, r174 rl r, i{ >,t;;,,, i ;,. t i,, !( f,'„ ,kr a t}:{t t,;;`, sG s ;a ,St •,i ,s,{ ..,4iu� Lane Configurations Traffic Volume(veh/h) 300 66 444 14 97 25 536 853 30 24" 613 183 Future Volume(veh/h) 300 66 444 14 97 25 536 853 30 24 613 183 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 326 72 483 15 105 27 583 927 33 26 666 199 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 431 525 445 194 270 229 608 1829 65 33 985 294 Arrive On Green 0.15 0.28 0.28 0.01 0.14 0.14 0.18 0.52 0.52 0.02 0.37 0.37 Sat Flow,veh/h " 1781 1870 1585 1781 1870 1585 3456 3500 125 1781' 2697 805 Grp Volume(v),veh/h 326 72 483 15 105 27 583 471 489 26 439 426 Grp Sat Flow(s),veh/h/In 1781 1870 1585 1781 1870 1585 1728 1777 1848 1781' 1777 1725 Q Serve(g_s),s 22.0 4.3 41.5 1.1 7.5 2.2 24.7 25.4 25.4 2.1 30.8 30.8 Cycle Q Clear(g_c),s 22.0 4.3 41.5 1.1 7.5 2.2 24.7 25.4 25.4 2.1 30.8 30.8 Prop In Lane 1.00 1.00 1.00 1.00 1.00 0.07 1.00 0.47 Lane Grp Cap(c),veh/h 431 525 445 194 270 229 608 929 966 33! 649 630 V/C Ratio(X) 0.76 0.14 1.09 0.08 0.39 0.12 0.96 0.51 0.51 0.79 0.68 0.68 Avail Cap(c_a),veh/h 431 525 445 341 424 359 608 929 966 157! 649 630 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 44.3 39.8 53.2 53.0 57.3 55.1 60.4 22.9 22.9 72.3 39.5 39.6 Incr Delay(d2), s/veh 7.5 0.1 67.7 0.2 0.9 0.2 26.6 2.0 1.9 32.9 5.6 57 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In: 11.1 2.0 24.8 0.5 X 3.7 0.9 13.1 11.2 11,6 1.3 14.5 14:11 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/veh 51.8 39.9 120.9 53.2 58.3 55.3 87.0 24.9 24.8 105.1 45.1 45:3 LnGrp LOS D D F D E EFC C F D D Approach Vol,veh/h 881 147 1543 891 Approach Delay,s/veh 88.7 57.2 48.3 47.0 Approach LOS F E D D .,;i: 7 ri„ A,�l=`it'''r `1 tst ,r+':• jt r, f{ lit -,'l - f i t. li'. si ,t'i.-{ i ,r 7ti 3 t, ,i li r174 1 rl,.;.rl 1 1, t, Phs Duration(G+Y+Rc),s8.7 83.3 7.8 48.0 32.0 60.0 28.0 27.8 Change Period(Y+Rc),s__ 6.0 6.0 6.0 6.5 6.0 6.0 6.0 6.5 Max Green Setting(Gmax) s 13.0 67.0 14.0 41.5 26.0 54.0 22.0 33.5 Max Q Clear Time(g_c+I1),s 4.1 27.4 3.1 43.5 26.7 32.8 24.0 9.5 Green Ext Time(p-c),s 0.0 7.6 0.0 0.0 0.0 5.8 0.0 0.6 HCM 6th Ctrl Delay 58.6 HCM 6th LOS E FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 3 Timings FY PM 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ 06 ` ' �' E1: 1Pts, Lane Configurations Traffic Volume(vph) 51 82 249 114 254 44 807 276 727 ' Future Volume(vph) 51 82 249 114 254 44 807 276 727 Turn Type pm+ptNA pm+pt NA Perm Prot NA Prot " NA Protected Phases 7 4 3 8 5 2 1_ 6, Permitted!Phases 4 8 8 Detector Phase 7 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 11.0 38.0 11.0 39.0 39.0 10.0 33.0 10.0 26.0 Total Split(s) 21.0 40.0 21.0 40.0 40.0 24.0 72.0 27.0 75.0 Total Split(%) 13.1% 25.0% 13,1% 25:0% 25.0% 1+5.0% 45.0% s 16.9% 46.9% YellowTime(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0_. 4.0 All-Red Time(s) 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None Max None Max Act Effct Green(s) 24.2 15.4 34.4 23.3 23.3 9.2 66.1 21.0 80.3' Actuated g/C Ratio 0.17 0.11 0.24 0.16 0.16 0.06 0.46 0.15 0.56 v/c Ratio 0.22 0.69 0.99 0.41 0.56 0.42 0.66 1.15 0.43' Control Delay 43.0 70.9 101.9 59.6 10.7 75.6 32.0 155.2 20.1 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 43.0 70.9 101.9 59.6 10.7 75.6 32.0 155.2 20.4 LOS D E F E B E C F li C Approach Delay 63.0 56.5 33.9 55.7 Approach LOS E E C E Cycle Length: 160' Actuated Cycle Length: 142.5 Natural Cycle: 115 Control Type: Semi Act-Uncoord Maximum v/c Ratio: 1.15 Intersection Signal Delay:48.6 Intersection LOS: D Intersection Capacity Utilization 85.8% ICU Level of Service E Analysis Period(min) 15__, Splits and Phases: 2: Ocean Avenue&Federal Highway 2 403 I_ 4_ o5 i 06 07 08 FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 4 Queues FY PM 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ 06 ` ' �' E1: 1Pts, Lane Group Flow(vph) 55 141 271 124 276 48 1064 300 845 v/c Ratio 0.22 0.69 0.99 0.41 0.56 0.42 0.66 1.15 0.43' Control Delay 43.0 70.9 101.9 59.6 10.7 75.6 32.0 155.2 20.1 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 43.0 70.9 101.9 59.6 10.7 75.6 32.0 155.2 20.4 Queue Length 50th(ft) 39 113 222 107 0 44 388 -326 236 Queue Length 95th(ft) 77 187 #337 178 85 90 505 #546 336 Internal Link Dist(ft) 918 1812 308 570 Turn Bay Length(ft) 110 250 250 180 150 Base Capacity(vph) 310 420 273 431 578 223 1608 261 i 1977 Starvation Cap Reductn 0 0 0 0 0 0 0 0 565 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.18 0.34 0.99 0.29 0.48 0.22 0.66 1.15 0.60 Volume exceeds capacity,queue is theoretically infinite. Queue shown is maximum after two cycles. # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 5 HCM 6th Signalized Intersection Summary FY PM 2: Ocean Avenue & Federal Highway 10/15/2021 s,1 ..�qru� Lane Configurations Traffic Volume(veh/h) 51 82 48 249 114 254 44 807 172 276: 727 51 Future Volume(veh/h) 51 82 48 249 114 254 44 807 172 276 727 51 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 55 89 52 271 124 276 48 877 187 300 790 55 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 243 145 85 288 356 302 62 1316 281 256' 1889 131 Arrive On Green 0.04 0.13 0.13 0.10 0.19 0.19 0.03 0.45 0.45 0.14 0.56 0.56 Sat Flow,veh/h " 1781 1107 647 1781 1870 1585 1781 2914 621 1781' 3370 235 Grp Volume(v),veh/h 55 0 141 271 124 276 48 535 529 300 416 429 Grp Sat Flow(s),veh/h/In 1781 0 1754 1781 1870 1585 1781 1777 1759 1781' 1777 1828 Q Serve(g_s),s 3.9 0.0 11.1 14.0 8.4 24.9 3.9 34.5 34.5 21.0 19.7 19.7 Cycle Q Clear(g_c),s 3.9 0.0 11.1 14.0 8.4 24.9 3.9 34.5 34.5 i 21.0' 19.7 19.7 Prop In Lane 1.00 0.37 1.00 1.00 1.00 0.35 1.00 0.13 Lane Grp Cap(c),veh/h 243 0 229 288 356 302 62 803 794 256 996 1025 V/C Ratio(X) 0.23 0.00 0.61 0.94 0.35 0.91 0.77 0.67 0.67 1.17 0.42 0.42 Avail Cap(c_a),veh/h 349 0 396 288 422 358 219 803 794 256 996 1025 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 52.3 0.0 60.0 54.3 51.3 58.0 69.9 31.4 31.4 62.6 18.4 18.4 Incr Delay(d2), s/veh 0.5 0.0 2.7 37.2 0.6 24.8 17.9 4.3 4.4 110.8? 1.3 13 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In: 1.8 0.0 5.1 6.3 4,0 12.1 2.1 15.8 15.6 17.4 8.5 8,7 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/veh 52.8 0.062.7 91.5 51.9 82.8 87.8 35.8 35.8 173.3 19.7 19:7 LnGrp LOS D A E F D FFD D F B B Approach Vol,veh/h 196 671 1112 1145 Approach Delay,s/veh 59.9 80.6 38.0 60.0 Approach LOS E F D E .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s27.0 72.0 21.0 26.1 11.1 87.9 12.3 34.8 Change Period(Y+Rc),s 6.0 6.0 7.0 7.0 6.0 6.0 7.0 7.0 Max Green Setting(Gmax) s 21.0 66.0 14.0 33.0 18.0 69.0 14.0 33.0 Max Q Clear Time(g_c+I1),s 23.0 36.5 16.0 13.1 5.9 21.7 5.9 26.9 Green Ext Time(p-c),s 0.0 8.4 0.0 0.7 0.1 6.5 0.1 0.9 HCM 6th Ctrl Delay 56.6 HCM 6th LOS E FY PM 3:38 pm 10/12/2021 Synchro 11 Report Page 6 Timings FY PM OPT 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t "W, :' „ f ', i„ 6U Lane Configurations Traffic Volume(vph) 300 66 444 14 97 25 536 853 24 613 Future Volume(vph) 300 66 444 14 97 25 536 853 24 613 Turn Type pm+ptNA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1_ 6 Permitted!Phases 4 4 8 8 Detector Phase 7 4 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 10.0 39.5 39.5 10.0 37.5 37.5 10.0 33.0 10.0 31.0' Total Split(s) 28.0 55.6 55.6 10.0 37.6 37.6 40.0 82.4 12.0 54.4 Total Split(%) 17.5% 34.8% 34.8% 63% 23.5% 23.5% 25.0% 51.5% 7.5% 34.0°ln'! Yellow Time(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 2.0 2.5 2.5 2.0 2.5 2.5 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 6.0 6.5 6.5 6.0 6.5 6.5 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Act Effct Green(s) 41.4 37.1 37.1 17.6 13.1 13.1 27.7 77.4 5.9 50.51 Actuated g/C Ratio 0.30 0.27 0.27 0.13 0.10 0.10 0.20 0.56 0.04 0.37 v/c Ratio 0.81 0.14 0.63 0.08 0.59 0.09 0.84 0.48 0.34 0.68 Control Delay 58.7 41.8 9.0 38.0 74.7 0.5 65.4 20.3 79.8 40.2 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5 0.0 0.0 Total Delay 58.7 41.8 9.0 38.0 74.7 0.5 65.4 20.8 79.8 40.2 LOS E D A D E A E C E D! Approach Delay 30.1 57.3 37.6 41.3 Approach LOS C E D D Cycle Length: 160' Actuated Cycle Length: 137.7 Natural Cycle:95 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.84 Intersection Signal Delay:37.5 Intersection LOS: D Intersection Capacity Utilization 76.8% ICU Level of Service D Analysis Period(min) 15__, Splits and Phases: 1: Federal Highway&Boynton Beach Blvd 01 t . I 05 T 06 07 03 FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 1 Queues FY PM OPT 1: Federal Highway & Boynton Beach Blvd 10/15/2021 ''t 4 :' „ f ', i„ 6U Lane Group Flow(vph) 326 72 483 15 105 27 583 960 26 865 v/c Ratio 0.81 0.14 0.63 0.08 0.59 0.09 0.84 0.48 0.34 0.68 Control Delay 58.7 41.8 9.0 38.0 74.7 0.5 65.4 20.3 79.8 40.2 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5 0.0 0.0 Total Delay 58.7 41.8 9.0 38.0 74.7 0.5 65.4 20.8 79.8 40.2 Queue Length 50th(ft) 262 49 13 10 95 0 270 287 24 338 Queue Length 95th(ft) #387 99 125 28 159 0 338 373 58 463 Internal Link Dist(ft) 1893 782 570 962 Turn Bay Length(ft) 230 300 190 300 280 Base Capacity(vph) 405 667 864 182 422 501 851 1980 77 1268? Starvation Cap Reductn 0 0 0 0 0 0 0 545 0 0 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.80 0.11 0`56 0.08 0.25 0.05 0.69 0.67 0.34 0.68 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 2 HCM 6th Signalized Intersection Summary FY PM OPT 1: Federal Highway & Boynton Beach Blvd 10/15/2021 s,1 ..�qru� Lane Configurations Traffic Volume(veh/h) 300 66 444 14 97 25 536 853 30 24" 613 183 Future Volume(veh/h) 300 66 444 14 97 25 536 853 30 24 613 183 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 326 72 483 15 105 27 583 927 33 26 666 199 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 472 589 499 226 345 292 645 1735 62 33 883 264 Arrive On Green 0.14 0.31 0.31 0.01 0.18 0.18 0.19 0.50 0.50 0.02 0.33 0.33 Sat Flow,veh/h " 1781 1870 1585 1781 1870 1585 3456 3500 125 1781' 2697 805 Grp Volume(v),veh/h 326 72 483 15 105 27 583 471 489 26 439 426 Grp Sat Flow(s),veh/h/In 1781 1870 1585 1781 1870 1585 1728 1777 1848 1781' 1777 1725 Q Serve(g_s),s 22.0 4.2 46.3 1.1 7.5 2.2 25.5 28.0 28.0 2.2 34.0 34.0 Cycle Q Clear(g_c),s 22.0 4.2 46.3 1.1 7.5 2.2 25.5 28.0 28.0 2.2 34.0 34.0 Prop In Lane 1.00 1.00 1.00 1.00 1.00 0.07 1.00 0.47 Lane Grp Cap(c),veh/h 472 589 499 226 345 292 645 881 i 916 33! 582 565 V/C Ratio(X) 0.69 0.12 0.97 0.07 0.30 0.09 0.90 0.53 0.53 0.79 0.75 0.75 Avail Cap(c_a),veh/h 472 596 505 250 377 320 762 881 i 916 69 582 565 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 41.8 37.6 52.1 50.2 54.3 52.2 61.4 26.7 26.7 75.4 46.3 46.3 Incr Delay(d2), s/veh 4.3 0.1 31.8 0.1 0.5 0.1 12.8 2.3 2.2 32.9 8.8 9.0 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In: 10.7 2.0 22.8 0.5 3.6 0.9 12.4 12.5 13.0 1.3 16.5 16:1 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/teh 46.1 37.7 83.8 50.3 54.8 52.3 74.2 29.0 28.9 108.2' 55.1 55;4 LnGrp LOS D D F D D D EC C F E E Approach Vol,veh/h 881 147 1543 891 Approach Delay,s/veh 66.1 53.9 46.1 56.8 Approach LOS E D D E .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s8.9 82.4 7.9 55.0 34.8 56.5 28.0 34.9 Change Period(Y+Rc),s__ 6.0 6.0 6.0 6.5 6.0 6.0 6.0 6.5 Max Green Setting(Gmax) s 6.0 76.4 4.0 49.1 34.0 48.4 22.0 31.1 i Max Q Clear Time(g_c+I1),s 4.2 30.0 3.1 48.3 27.5 36.0 24.0 9.5 Green Ext Time(p-c),s 0.0 7.7 0.0 X0.2 1.3 4,5 0.0 0.6 HCM 6th Ctrl Delay 54.2 HCM 6th LOS D FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 3 Timings FY PM OPT 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ 06 ` ' �' E1: 1Pts, Lane Configurations Traffic Volume(vph) 51 82 249 114 254 44 807 276 727 ' Future Volume(vph) 51 82 249 114 254 44 807 276 727 Turn Type pm+ptNA pm+pt NA Perm Prot NA Prot " NA Protected Phases 7 4 3 8 5 2 1_ 6, Permitted!Phases 4 8 8 Detector Phase 7 4 3 8 8 5 2 1 6 Switch Phase Minimum Initial(s) 4.0 6.0 4.0 6.0 6.0 4.0 20.0 4.0 20.0 Minimum Split(s) 11.0 38.0 11.0 39.0 39.0 10.0 33.0 10.0 26.0 Total Split(s) 11.0 38.0 22.0 49.0 49.0 15.0 62.0 38.0 85.0 Total Split(%) 6.9% 23.8% 13.8% 30,6% 30.6% 9.4% 38.8% 23.8% 53,1% YellowTime(s) 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 All-Red Time(s) 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 Lost Time Adjust(s) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Lost Time(s); 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0 6.0 Lead/Lag Lead Lag Lead Lag Lag Lead Lag Lead Lag Lead-Lag Optimize? Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None Max None Max Act Effct Green(s) 19.5 15.5 37.6 29.0 29.0 8.1 57.4 28.0 80.0 Actuated g/C Ratio 0.14 0.11 0.26 0.20 0.20 0.06 0.40 0.20 0.56 v/c Ratio 0.29 0.68 0.92 0.33 0.51 0.48 0.76 0.86 0.43' Control Delay 48.1 71.5 82.9 52.5 8.7 82.9 41.3 78.9 19.7 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 48.1 71.5 82.9 52.5 8.7 82.9 41.3 78.9 20.1 LOS D E F D A F D E C Approach Delay 64.9 46.8 43.1 35.5 Approach LOS E D D D Cycle Length: 160' Actuated Cycle Length: 142.1 Natural Cycle: 115 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.92 Intersection Signal Delay:42.5 Intersection LOS: D Intersection Capacity Utilization 85.8% ICU Level of Service E Analysis Period(min) 15__, Splits and Phases: 2: Ocean Avenue&Federal Highway ^ t02 1�Q3 l � 05 ■ 06, 02 03 INIVIVIRS-1 Rim FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 4 Queues FY PM OPT 2: Ocean Avenue & Federal Highway 10/15/2021 t` '~ 06 ` �' E1: 1Pts, Lane Group Flow(vph) 55 141 271 124 276 48 1064 300 845 v/c Ratio 0.29 0.68 0.92 0.33 0.51 0.48 0.76 0.86 0.43' Control Delay 48.1 71.5 82.9 52.5 8.7 82.9 41.3 78.9 19.7 Queue Delay 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 Total Delay 48.1 71.5 82.9 52.5 8.7 82.9 41.3 78.9 20.1 Queue Length 50th(ft) 40 115 224 103 0 44 447 272 240 Queue Length 95th(ft) 77 190 #390 167 78 94 585 #425 322 Internal Link Dist(ft) 918 1812 308 570 Turn Bay Length(ft) 110 250 250 180 150 Base Capacity(vph) 187 397 295 552 663 112 1403 399 1976 Starvation Cap Reductn 0 0 0 0 0 0 0 0 598 Spillback Cap Reductn 0 0 0 0 0 0 0 0 0 Storage Cap Reductn 0 0 0 0 0 0 0 0 0 Reduced v/c Ratio 0.29 0.36 0.92 0.22 0.42 0.43 0.76 0.75 0.61 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown is maximum after two cycles. FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 5 HCM 6th Signalized Intersection Summary FY PM OPT 2: Ocean Avenue & Federal Highway 10/15/2021 s,1qu ..�r� Lane Configurations Traffic Volume(veh/h) 51 82 48 249 114 254 44 807 172 276: 727 51 Future Volume(veh/h) 51 82 48 249 114 254 44 807 172 276 727 51 Initial Q(Qb),veh 0 0 0 0 0 0 0 0 0 0 0 0 Ped-Bike Adj(A_pbT) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Parking Bus,Adj 1,00 1,00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Work Zone On Approach No No No No Adj Sat Flow,veh/h/In 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 1870 Adj Flow Rate,veh/h 55 89 52 271 124 276 48 877 187 300 790 55 Peak Hour Factor 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 0.92 Percent Heavy Veh, % 2 2 2 2 2 2 2 2 2 2 2 2 Cap,veh/h 216 129 75 289 364 308 62 1196 255 326: 1883 131 Arrive On Green 0.03 0.12 0.12 0.11 0.19 0.19 0.03 0.41 0.41 0.18 0.56 0.56 Sat Flow,veh/h " 1781 1107 647 1781 1870 1585 1781 2914 621 1781' 3370 235 Grp Volume(v),veh/h 55 0 141 271 124 276 48 535 529 300 416 429 Grp Sat Flow(s),veh/h/In 1781 0 1754 1781 1870 1585 1781 1777 1759 1781' 1777 1828 Q Serve(g_s),s 3.9 0.0 10.9 15.0 8.1 24.0 3.8 35.9 35.9 23.4 19.1 19.1 Cycle Q Ciear(g_c),s 3.9 0.0 10.9 15.0 8.1 24.0 3.8 35.9 35.9 23.4 19.1 19.1 Prop In Lane 1.00 0.37 1.00 1.00 1.00 0.35 1.00 0.13 Lane Grp Cap(c),veh/h 216 0 205 289 364 308 62 729 721 326 993 1021 V/C Ratio(X) 0.25 0.00 0.69 0.94 0.34 0.90 0.77 0.73 0.73 0.92 0.42 0.42 Avail Cap(c_a),veh/h 216 0 384 289 555 471 113 729 721 403 993 1021 HCM Platoon Ratio 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Upstream Filter(I) 1,00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Uniform Delay(d),s/veh 53.3 0.0 60.0 52.1 49.1 55.6 67.7 35.2 35.2 56.7 18.0 18.0 Incr Delay(d2), s/veh 0.6 0.0 4.1 36.6 0.6 13.6 18.3 6.4 6.5' 23.1 1.3 1.3 Initial Q Delay(d3),sNeh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 °l«ile BackOfQ(50%),veh/In' 1.8 0.0 5.1 5.4 3.9 10.8 2.0 16.8 16.7 12.6 8.2 8,5 Unsig. Movement Delay,s/veh LnGrp Delay(d),s/veh 54.0 0.064.1 88.7 49.7 69.2 86.0 41.6 41.7 79.8' 19.3 19:3 LnGrp LOS D A E F D EFD D E B B Approach Vol,veh/h 196 671 1112 1145 Approach Delay,s/veh 61.2 73.5 43.6 35.1 Approach LOS E E D D .,;i: 7 ri„ ti,�l=`iY�'z `1 tst iii':•. jt s, f4 i�t ''.,'l - f i t. i�'� si ,t'i.-{ i ,f 7 t, Phs Duration(G+Y+Rc),s31.9 64.0 22.0 23.5 10.9 85.0 11.0 34.5 Change Period(Y+Rc),s 6.0 6.0 7.0 7.0 6.0 6.0 7.0 7.0 Max Green Setting(Gmax) s 32.0 56.0 15.0 31.0 9.0 79.0 4.0 42.0 Max Q Clear Time(g_c+I1),s 25.4 37.9 17.0 12.9 5.8 21.1 5.9 26.0 Green Ext Time(p-c),s 0.5 7.0 0.0 0.7 0.0 6.6 0.0 1.5 HCM 6th Ctrl Delay 48.0 HCM 6th LOS D FY PM OPT 5:22 pm 10/13/2021 Synchro 11 Report Page 6 U-i Ll- > 0 .QL C/) 4-1 0' • Q a-J , N L N N N C : , 0 O — N a.., N ca N U O U •� NO +-+ O • �' 3 M M • l o U o O X0 O J 00 ' 'E l0 U Oa N U 1 rl O m cn .U M N (3) � m ClA � c L O • 'ca _0O O O 4-J N — ca O ca }, O O U U M = N Q N 4- a.:, N ate'' U N U •O �O O � `1 Q }' -0 O iU N .N — U cn � `(3j 4., 4-3 (J O N Q o N rO L X -0 : :EN C N cv N a.., ca cerin O +N., 0 .v 0 �A W -0 O N N c�6 _� U N i Ot�: U ca Q Uc6 Q L ro ro m •ro � O W kb��ad: M }, }, •N u U • � r 6w) �z ,lS 3 h x ll 4 +Sns' 1 w �e ink rt , t: \ �7r tiV� ti 7 •iF �� _ tt n+jt}� _ r f t t r - t r Y ggg c 12 c� int Z r 0._ Ip uj LU r Ir i co uj y m i LMU1 } I Y QA3lnO'a NV3)0 • LL Co CD CD M CL 0 • CD o t i ♦ ue - a x f �j S}� A EL3 j ry CO }u { • C { art ♦♦♦ d5 tixyn16 =,q 0 00 E 3nN3AV IS 3N, • • r� k1 xA €t1' � u. 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(A CL Vi CtG w D w �' fD w g == %- LL V) (U w w Q3 " w fQ — m X m F— w Vs L } • w I. c Ln O u > `Ct�q 'in u Qt q � — 4--0 F3 V7 0 w C o Fes- + - Q u LU 4-0 10 Lo UO cr Vf �' D CL tJ rV7 — + w Q7 D CO Vf C L V7 Qj CUate+ p M «�!' tD w A E C3 w � w C s V) U as tt! = a tCI m 4,,0 m > = m tv Vi f9 � a w a 0 CO 41 Q '� m o m = �' _ 0 E w Z,4-J a Q w , un -i > Q 7 V) E M as "` «_ W 4 M � �, w vLn CC' 75 awo ami u 4 � w - v _. w E u u E Q u 0- [2 ..- m �o u " w w o ° > m w M ° 0 m c w 2 ami' brIghtfine, October 1 , 2021 Mr,Jeff Burns I Affiliated Development 613 NW 3,d Avenue, Ste 104 Fort Lauderdale, FL. 33311 RE: The Pierce, Boynton Beach mixed-use project incorporating workforce housing along the FEC and adjacent to FEC-owned land Mr. Burns: I am writing this letter to thank you for taking the time to meet with us at Brightline to show us your development plans for the site in Boynton Beach, adjacent to our property on SUE W" street. Should your bid be selected by the city of Boynton Beach, we would be pleased to work with you and your organization to ensure continuity between your project and any eventual plans along the Brightline/FECR corridor. As discussed,there is an unavoidable link between public transportation and workforce housing, which you've been advocating for in Miami, Broward and Palm Beach counties. We are familiar with Affiliated Development's capabilities and as Boynton Beach stakeholders, we look forward to ongoing dialog as you pursue your plans. Sincerely, �m Ben Porritt Senior Vice president Corporate Affairs Brightline Trains 161 NW 6TH STREET I SUITE 900 1 MIAMI, FL srtl t f �I µ. - �S a„ r S � r .r f� t+ 1 3 I I ! l IV VA 'eI J 14 - t 7 tt 6 1(t yg t +ltt �i�ss11 �`'i;li kt} - ? 3�s r 3 131 a MY ��j�r�r,t;i` sr } �p }q}tr tit t W s s 4y ({x Ma at „c i �.............. � - rs, sr ? . }\\�' ' r i�rjSS3\\t �����s?�s`'•- y 1 sI � (��)S ��s� � � -_ s��l r r. i k �, ,.: • • as a m • N A Cr q a AllIh r €i S 6 41 y ws « 0 k a A tiP Q ° a A A E yy 1 4tl yp (A �l aM Q) s Qj /1 W r w�rc d ar wrow 11 R v I Jif �s �rrt t ��, ,r r V r z d was s r �r{fit 1r ii r r3r(r } ! — rk?ttj s r ' i� r - z r�,�r s r}f>< ;— srl 1 sr.+'� sr, 1 i� t rtrr(t{ ;y, �``ri�rmnnrss}rlr r r#� � � ( yri(�yrl r 1r {l r L a � 1 4 Nil „�trisrti f; �r i(� 4ir ti 7 r r4 sr {Ss rs r i iris (( � "'_t , rs t I�— irM1 1 r r f > ` gttltt�Ss,<, ilk, �r; i 1l >> ,�env ,�G� tttir.>z R11a' 0 M U C f6 a) - f6 d O + °-a C C L �ti - S Q0ubio - UC , U C: O , •� 0 7 s -a +' C 3 ++ O '- O a) 0 +� ul C O Q +' s Q L - C a) 'n (6 m L L a) +1a) VI s L N s v 0 U U ++ N E = c6 a) •�' ago > c °' a) +' 0 �n 4- w 3 Q L 0 U L aci 3 axi o u a") � c � z � a) � a) ° a) c -a 'o a) a) -a s c s a) nz 0 M a) L -a -a °� C *' N E .0 Z N Q N 4s L 4 O to N 'a a) �n a) s 0 O as, O U s-+ Q � S C a) C Q s s L VI 4, >mW aM•-. 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Required Sustainable Development Standards(Table 2-1). 1.Required Sustainable Development Standards Outdoor Lighting Utilization of warm while LED lighting for parking lots,pathway lighting,accent lighting and exterior building lighting. Butterfly Attracting The landscape plan is designed to utilize a minimum of 5%butterfly attracting shrubs and Landscape Material trees in,the planting scheme,with a minimum of three(3)different spades of plant material. Provision of Level 2 charging station capable of servicing two(2)parking spaces for every Electric Charging Stations fifty(50)dwelling units,or fraction thereof,in residential developments and one,(1)per I every fifty thousand(50.000)square feet of non-residential development, [�White Roof It Required for all products utilizing flat surfaces,roof must be white. lord19-027,passed 9-5-19;Am.Ord.19-028,passed g-5-19) Sec.3. Sustainable Development Options and Points(Table 3-1). _1.Energy. The use of any combination of the following strategies for areas of the non- roof impervious site(including road,parking lots,driveways,sidewalks and courtyards). Provision of shade within parking1pedestrian areas from open structures, such as pergolas,covered walks,parking lot sunshades.etc,,with a Solar Heat Island Reduction Reflective Index(SRI)of 29,as demonstrated by the manufacturer or the architect of engineer of record. . Use of only paving materials with a Solar Reflectance Index(SRI)of 29, as demonstrated by the manufacturer or the architect or engineer of record. . Use of only canopy trees within,and along the perimeter of parking lots, following the regulations in the Landscape Code for"Large Landscape islands." 25%of the non-roof impervious site 2 50%of the noes-root impervious site 4 75%of the non-roof impervious site 6 Efficient Cooling All air conditioners are Energy Star qualified,Minimum SEER M 2 Efficient Water Heating At least 75%of hot water on premises is heated via Energy Star Certified 2 water heaters or solar water heaters. Use roofing materials that have a Solar Reflective Index(SRI) 75 for low- Cool Roof sloped roofs(a2:112)or 25 for steep-sloped roofs(�2,12)for a minimum of 2 75%of the Mof surface, Lifilization of white or cool light colors for the body of buildings to reflect rather Building Color than absorb heat and reduce cool i ng costs.Accent and trim colors are not 2 limited to those choices. Shade Structures for Where provisions of shade structures are not required per code:Structures Buildings such as awnings,screens,louversor other architedural devices shall cover 4 a minimum of 50%of glazed openings, Where provisions of shade structures are not required per code:Structures such as awnings,screens,louvers,or other architectural devices shall cover 6 a minimum of 75%of glazed openings. The primary building is constructed with skylights that provide at least 10%of Skylights the light necessary for daily use on the story on which the skylights are 1 located. 4 A portion of the energy used by the primary building is 15%minimum 8 Renewable Energy generated using solar panels,wind turbines,or other 30%minimum 12 renewable source located onsite, 45%minimum Solar Heated Pool install solar water heating rather than gas or electric. 2 Lighting Provide energy efficient lighting such as LED lighting for building interiors for 100%of proposed lighting, 1 I Energy Star Appliances All appliance within a building are 100%Energy Star, 2 Insulation Provide increased insulation to achieve a minimum R-19 in walls and R-3B in 2 the ceiling. .................................. 2.Recycle and Waste Reduction. Recycle Content in Infrash-ucture For all now roadways,parking lots,sidewalks,and curbs. 2 A minimum of 50%of the building materials used are to be green Building Material materials,recycled,locally-produced materials,or sustainably- 2 harvested wood. Recycle StationlDumpster Area Recycle chute(s)in mixed use districts and dumpsl8r,which Include a 1 recycle station, 1 Water Conservation and Management Utilization of reuse water for Irrigation(if adjacent to site), 2 ReLfSe Water Utilization of reuse water for irrigation(if requested and approved by the Utilities 4 Cepartment to be brought to the site). The development includes rain gardens designed with native plants material installed in a sand/soil matrix soil bed with a mulch cover layer- Rain Gardens(Bio-swale Commercial:consisting of a minimum of 1,000 square feet, 3 or talo-retention System) Mulfi-farrilly or Mixed Use with less than fifty(50)units.consisting of a minimum of 2 five hundred(500)square feet, Multi-family or Mixed Use with more than fifty(50)units consisting of a minimum 3 of one thousand(1,000)square feet. Rain Water Reuse At least 75%of rain water from the roofs of structures is captured and recycled for 4 landscape Irrigation, Permeable Parking Permeable surfacing materials are used for some or all of 25%minimum 4 Surface's surface parking areas. 50%,minimum 6 751ra minimum 8 Permeable Sidewalk Permeable or acceptable natural surfacing materials are used for all sidewalks. 3 Surfaces Vault System utilize a vault system for stormwater management to maximize u5abie open space 4 on urban sites, 4.Urban Nature At least 50%of the total surface.ce area of the principal build Ing's root is a green Green Roof roof constructed in accordance with ASTM green building standards- 6 At least 75%of the total surface area of the principal building's roof is a green 8 roof constructed in accordance with ASTM green building standards. Provide a minimum of three hundred(300)square feet of an irrigated vegetated wall,which is Visible frorn right-of-Way OF private arrionifies, 9 Provide a minimum of six hundred(600)feet of an irrigated vegetated wall, Green Wall which is visible from right-of-way or private amenities. 4 Provide an entire facade(over 600 square feat)of an irrigated vegetated wall, 6 which is visible from right-of-way or private amenities. Public pedestrian and/or bicycle access to natural elements is provided by a bike of pedestrian path or trail that is at least 1/4 mile long and does not intrude 1 Nature Path or Trail on or unduly harm existing natural features. Public pedestrian andlor bmycla access to natural elements is provided by a 2 bike or pedestrian path or trail that is at least Y mile long and does not intrude on or unduly harm existing natural features. At least 50%of the total surface area of the top of the parking structure is a green roof or green wall. 4 Parking Structure.Green At least 75%of the total surface area of the top of the parking structure is a 6 green roof or green wall. The total surface area of the top of the parking structure is a green roof or green wall. —----------------- Provide canopy trees in an amount that exceeds the minimum number of 2 required trees by 10%. Provide canopy trees in an amount that exceeds the minimum number of 3 Tree Canopy required trees by 15%. Provide canopy trees in an amount that exceeds the minimum number of 4 required trees by 20%- Provide canopy trees in an amount that exceeds the minimum number of 5 required trees by 25%. Within residential or mixed use projects,the dedicabon of permanent and viable Community Garden growing space and related facilities(such as greenhouses)at a minimum of ten 3 (10)square feet per unit,and including the provision of fencing,watering system,soil,and secured facilities garden tools/equipment, Using only native or Florida Friendly plant species,restore pre-development Habitat Restoration native habitat on the pro*t site in an area equal to or greater than 10%of the 4 development footprint,working with a landscape architect to ensure that restored areas feature waterwise,native and drought tolerant plants, Provision of usable common open space in excess of code requirements by up Minimum Open Space to 20W The designed space shall not have any dimension less than seventy- 4 five(75)feet. 5.Transportation. Parking Structure At least 75%of th e devel opm ent's total n umber of requi red off-street 2 parking spaces is contained in a parking deck or garage. Electric Charging Stations Provide two(2)over the required number of electrrc car charging stations. 2 Provide(our(4)over the required number of electric car charging Matlions- 4 . Indooror self-contained bicycle storage lockers equal to a minimum of Facilities for Bicycle 3%of the vehicle parking spaces required with the non-residential 2 Commuters development 4 Shower and dressing area for he employeas,in addition to the above, 6.Other Sustainable Develapment Opportunities The development includes other green features that conserve energy, Other promote a healthy landscape,support public health and safety,or Up to 6 increase susta-mability-points to be awarded at the discretion of the 71 Development Director. (Oru7e-02rpassed s-5-19�Am.Ord.1a-0zopassed e5-1o) Total Sustainable points = 5O+ points • ®_ � � r N' u. g, 7' a 0cax tt '�)`ml tis tSl1t � &., i r 1 ii tl pp i �i l� )1!1 itrjl�ypl'rRal i Vt'yr� Z5 NIT Ld AW "� "4 i 1 1 si i its, fi} 'd LIr it" I'd IIt �1, ii�Z s iit�i� �4I I'll4)Y�i�_ IN "i �� k t * �irSj hl�i. i �--=N� } "1 `� r i# �7 �s ll) i �P � �4�# �r �.' is OA19 NV900 d' uu Q' J LL w LL. 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ATTACHMENT"F" PROPOSED PROJECT FUNDING USES AND SOURCES INFORMATION Project Uses and Sources $ 8,765,000 Land Costs - $ 2,816,900 Soft Costs - $ 52,274,500 Construction Costs - $ 4,890,996 Carrying Cost/Financing Costs - _._..... _..... _. ........... $ 500,000 Marketing and Sales Costs - 4ost 2,739,617 Permit and Impact Fee Costs 1,160,411 Developer Overhead and Profit 73,147,424Total Project Capital Stack Proposer/Developer Equity $ 18,944,969 - Outside Capital Investor Equity $ 0 - Mortgage or Financed Amount $ 43,888,454 - Amount of BBCRA contribution requested, if any $ 0 - Other funding as identified $ 10,314,000 - Funding Total $ 73,147,424 - Page 24 of 30 • • o +! fa c E L a� a� r� a� • o U C - U 'L 1 C U E d (6 Vf M w O w w -1 1, O O O O O Coco ri 0 0 0 0 0 0 0 r-I w w M w Vf 1l r-1 O N O O O O O O Vf O Vf l0 O O O O O 01 O Vf OR, It It O l0 O : C. 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The Developer seeks gap funding from the Boynton Beach Community Redevelopment Agency ("CRA"). The Developer and CRA are collectively referred to as the"Parties",or individually as a"Party'. The purpose of this funding commitment("Commitment") is to set forth the general understanding between the Parties regarding the proposed Project as set forth herein. By resolution, the CRA Board authorize CRA staff to prepare a Tax Increment Revenue Agreement ("Agreement") incorporating the following terms and conditions. These terms and conditions will serve as an outline of the proposed Agreement for approval by the Parties. DEVELOPER: BB QOZ, LLC, a Florida limited liability company and/or any approved successor or assign thereof. CRA: Boynton Beach Community Redevelopment Agency,a public body corporate and politic of the State of Florida pursuant to Part III,Chapter 163, Florida Statutes. DETERMINATION: The CRA determines that the Project is consistent with and furthers the goals and objectives of the Boynton Beach Community Redevelopment Plan by eliminating slum and blight, creation of workforce & affordable housing, creation of public parking structures, improving public roadways and infrastructure,and fostering redevelopment. CRA BOARD: The CRA Board consists of 5 members who also serve as the Mayor and City Commission for the City of Boynton Beach. PROPERTY: 8 parcels of land (to be combined via unit of title) situated within the Downtown District of the CRA as more specifically described in the attached ExhibitA. PROJECT: The Buyer is purchasing the Property for purposes of developing a mixed- use project containing a mixed-income workforce housing rental apartment building,restaurant and retail space,office space,and a parking garage containing private and public parking. The Project will be a transportation- oriented development and provide public pedestrian connectivity within the Property. See Project site plan and renderings attached as Exhibit B,which require all necessary Approvals and may be revised in order to obtain same. Notwithstanding the foregoing,any material change(or series of changes)to the Project as depicted in the Commitment representing a greater than 10% change to the gross floor area, or greater than 25% change to the total number of dwelling units shall require approval by the CRA Board. AGREEMENT: The Tax Increment Revenue Agreement to be entered into by and between the Parties, detailing terms contained in this Commitment including any exhibits and any amendments. APPROVALS: All required site plan, zoning and land use approvals necessary by the applicable Governmental Authority to construct the Project on the Property. 1 LENDER: The first mortgage lender to be selected by Developer to provide financing for developing and operating the Project, which may be secured by a first priority mortgage,security interest,pledge,lien or other encumbrances. The CRA shall reasonably tailor the terms of the Agreement in order to meet the requirements of the Lender. FINANCIAL CLOSING: The date on which all Project financing agreements have been signed and all required conditions contained in such agreements have been satisfied. TIF REIMBURSEMENT: Commencing on the Financial Closing date until the sunset date of the CRA ("TIF Term"),the CRA shall provide an amount equivalent to 95%of the tax increment revenues attributable to the Project ("TIRAP") and collected by the CRA,in the form of an annual reimbursement,within 30 days of receipt of the TIRAP("TIF Reimbursement Payments"). In order to qualify for the TIF Reimbursement, the Developer shall be obligated to pay full property taxes each year as required by Florida law and provide a payment receipt to the CRA. Should construction of the Project fail to be completed pursuant to the terms of the Agreement, the CRA shall have no obligation to make TIF Reimbursement Payments. AMI: Area Median Income("AMI")shall mean the Palm Beach County Area Median Income as set forth each year by the Department of Housing and Urban Development ("HUD"), or pursuant to another government monitoring authority agreed to amongst the Parties. MIXED-INCOME HOUSING REQUIREMENT: The Developer agrees to rent the units in accordance with the following:Tier One: ^-3.8%of the total dwelling units to tenants that earn up to 80%of the AMI;Tier Two: ^-22.6%of the total dwelling units to tenants that earn up to 100%of the AMI;Tier Three: ^-23.6%of the total dwelling units to tenants that earn up to 120%of the AMI;Tier Four:the remaining total dwelling units shall be unrestricted. In any such case, the Mixed-Income Housing Requirements shall be adjusted as necessary in order to meet the minimum code requirements of the City of Boynton Beach's Workforce Housing Program. RESTRICTIVE COVENANT: At Financial Closing, the Developer will record a Restrictive Covenant containing the Mixed-Income Housing Requirements,which shall remain in effect for a period of 15 years following Financial Closing ("Term"). The Restrictive Covenant form shall be attached to the Agreement and approved by the Lender. COMPLIANCE: Developer shall ensure that the Workforce Housing Units are occupied by eligible households at the time of initial occupancy during the Term of the Restrictive Covenant FORCE MAJEURE: Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Parry,including but not limited to fire, 2 floods,embargoes,war,acts of war(whether war be declared or not),acts of terrorism, pandemics,insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances,acts of God or acts,omissions or delays in acting by any governmental authority,or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). SUBORDINATION: All the terms and provisions of the Agreement shall be subordinate to the Lender and the rights granted to Lender in connection with the loan secured by a first mortgage, including all subsequent agreements required by any funding parry. Without requiring CRA approval,and subject to any statutory provisions related to the use of public funds, the CRA agrees to tailor any provisions necessary in any of its documents in order to meet the commercially reasonable requirements of the Lender. MAINTENANCE/REPAIRS: During the construction of the Project,the Developer shall at its own expense keep the Project and Property in good and clean order and condition,and in compliance with all applicable statutes, codes,regulations, and ordinances. All construction will be done in accordance with applicable Approvals, building codes,and to the permitted set of plans and specifications. Upon the construction completion date, Developer, its successors and assigns,at its own expense, shall have a continuing obligation to maintain the Project and Property in good repair and in a commercially reasonable manner as may be required by the City Code of Ordinances. TAX PAYMENTS: Developer shall be obligated to pay all ad valorem property taxes due upon the Property and the Project as required by Florida law. INSURANCE: The Developer shall purchase and maintain, at Developer's own expense, insurance in forms and from companies reasonably satisfactory to the Lender. AUTHORITY TO EXECUTE: The CRA Director is granted authority to execute the Agreement consistent with the terms and conditions of this Commitment and approved for legal sufficiency by the CRA General Counsel,who serves the CRA Board. The Parties will use good faith efforts to finalize the Agreement in accordance with the terms set forth herein no later than 60 days following the approval of this Commitment by the CRA Board. This Commitment and the Agreement shall be made and construed in accordance with the laws of the State of Florida. This Commitmentsupersedes any prior commitments and agreements,oral or written,to and with CRA and Developer or any affiliate thereof,with respect to the subject matter contained herein. This Commitment may be executed in one or more counterparts,each of which shall constitute an original and together shall constitute one agreement. No unauthorized transfers of this Commitment shall be permissible without written approval from the other Party,unless such transfer is managed by Developer. The Commission authorizes the CRA General Counsel to finalize the Agreement in consultation with the CRA Director incorporating all terms and conditions set forth herein. The parties acknowledge that the undersigned have the legal authority to execute this Commitment and to bind the entities named herein. (SIGNATURE PAGE TO FOLLOW) 3 AGREED TO AND ACCEPTED: DEVELOPER: BB QOZ,LLC A Florida limited liability 5-omPany ell By' ;.. m e� ey Burns,Manager tom' Date: f CRA: Boynton Beach CRA By _ Steven B.Grant,Board Chair Date: 4 EXHIBIT"A" PROPERTY LEGAL DESCRIPTION m 5 ca m > > 7 O V L) 61 m CP) $ Li Q,0 o LL W W LEI Z v C> I,d3'Lll T [�jJ O u7 Z. 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ASS.ADVISORS,LLIC FQr the Firm �r Gabnel Atva`az Managrrg Partner 01h BankUnited Commercial Real Estate 7765 NW 148th Street Miami Lakes, FL 33016 October 15, 2021 RE: Affiliated Development TO WHOM IT MAY CONCERN: It is my pleasure to provide you with this banking reference on our valued client Affiliated Development with whom we have had a banking relationship since 2020. The relationship currently includes aggregate financing in the range of$80,000,000. All loans and accounts have been handled in a satisfactory manner and are in good standing. Our experience with Affiliated Development has been positive and we aspire to continue supporting them in their efforts to continue developing mixed-use multi-family projects in South Florida. Please let me know if you have any questions or if I can provide any additional information to assist you in your evaluation of Affiliated Development. Sincerely, Patricia Lubian Senior Vice President Commercial Real Estate T) 786.313.1145 C) 786.427.4875 E) plubianp_bankunited.com City National Bank B,ci FINANCIAL GROUP October 12, 2021 Nicholas Rojo Affiliated Development 613 NW 3rd Ave Ste 104 Fort Lauderdale, FL 33311 Re: The Pierce: A 2.5-acre parcel of land located in downtown Boynton Beach, FL with proposed improvements comprised of approximately 236-unit multi-family residential building and approximately 16,800 square feet of commercial and public use space(the"Project") Gentlemen, City National Bank of Florida ("Bank") is pleased to provide you with the following indication of interest which discusses the basic terms currently being contemplated for the proposed extension of credit to the below-referenced Borrower. The following is not o commitment to lend,but rather on expression of interest on behalf of the Bank.A formal commitment to lend may only be issued after the Bonk has completed its full underwriting, including its customary due diligence processes, and approval by the appropriate approving authority. As such, the terms and conditions outlined herein ore subject to change in whole or in port. We have financed other similar projects with your organization, have evaluated your (borrower and principals)financial capabilities,and look forward to working together on another successful development project. BORROWER: BB QOZ, LLC The final ownership and structure of the borrowing entity, including its respective principals and investors, shall be subject to review and approval by Bank and its legal counsel. GUARANTOR: Mr. Nicholas Rojo and Mr.Jeff Burns ("Guarantors") shall, on a joint and several basis, guaranty completion of the Project, and guaranty payment of all interest. PO Brix 025620 Miami, FL 33102-5620 citynational'.ccm Member FDIC I Equal Housing Lender AMOUNT/ FACILITY TYPE: The contemplated Construction Loan Amount shall be subject to a maximum of 60% LTC or 60% LTV based on an "as complete and stabilized" appraisal, whichever is less. PURPOSE: To provide senior secured financing for the development of the Project. INTEREST RATE: 1 month LIBOR plus TBD Rate,floating. MATURITY/TERM: Thirty-six (36) months ("Initial Term") with two additional one (1)year extensions, conditioned upon the following and the 'Extension Option' criteria: CONFIDENTIALITY. This Indication of Interest is confidential and proprietary in nature between the Bonk and the Borrower and the contents thereof,shall not be shored,distributed or disseminated in any form to any third party(including to any other potentiol lenders) without the express written consent of the Bonk. Borrower may shore this Term Sheet with its legal and financial advisors, but only on the strict condition that such advisors shall keep this Term Sheet confidential os required above. Thank you in advance and we look forward to the opportunity to build a long-term, mutually beneficial, relationship. Sincerely, ao gma 4t David Albright Senior Vice President City National Bank of Florida Page 2 of 2 TREZCAPITAL October 13,2021 To whom It may concern- This letter is to confirm that the principals of Affiliated Development("Affiliated"),Nick Rojo and Jeff'Burns, are current clients of Trez Capital 1.ap together with its successors and assigns, "Trez"). Through the course of our relationship,Trez has extended over$75,000,000 in credit to finance mixed- sc projects developed ley Affiliated. On a personal level I have known flick Rojo and Jcff Binns for several years and believe they arc capable developers with the ability and financial wherewithal to continue to successfully execute on projects. We value our relationship with Affiliated and look forward to participating in future financings,including the proposed fierce project. Very truly )urs, r:.-mss "zR `.i i < <tdj)tI n c r.plfh • • lb N L m • E 7i Q V • Cr � OL C v a .� .� Q J t i �••� V i fa +.+ O OLa. ca ca v v 11,641 i •N O O i LMUV U-i Ll- > 4-1 4-1 4-1 F • 4-0 buO 4J +,, Jm ++ CLW Q w o Q L u • ' C 40- CL C W 1 c w E N au — U a a , 0 t • � a - 4 © Q N < V)1 CC 'Cts -a ca� m N C t�J GL m E " d Q tU .G 0 C -0CL .�. c i i Q � t3 t'tS cr. C Q ir► -J a CL 0 CC)an 40 0 Rs L •� i a� r ui Ci ori w M tU uCL c7 a ccs N CL Ln tn AA m LA, 0 ° CL C , c cca �. U W co 4-0i � tti O (1) Dzi C -n Cts -04- ++ M Z; QJ DC7 -C0 o " , .:© ! ... C:c CL CO m u $- LMU 5 0 0 0 o � w � © its .�. L�- IWWO s - -C t�Cs QJ ' F— h F tats-0 F- v AAFFILIATED c=\= — DEVELOPMENT October 5,2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt,Director 100 East Ocean Avenue,4th Floor Boynton Beach,FL 33435 RE: Letter of Intent to purchase the Property and enter into a Purchase and Development Agreement,as further defined below Ms.Shutt: We are pleased to present the following Letter of Intent('101")to outline certain basic terms,duties and obligations under which Affiliated Development proposes to purchase and develop the Property (hereinafter defined). The Terms and Conditions are as follows: 1. PROPERTY: 7 parcels further detailed below: a. Parcell: i. Physical Address: 508 E.Boynton Beach Blvd,Boynton Beach,FL ii. Parcel#: 08434528030010060 b. Parcel 2: i. Physical Address: NE 4th St.,Boynton Beach,Fl, ii. Parcel#: 08434528030010080 c. Parcel 3: i. Physical Address: NE 19t Ave.,Boynton Beach,FL ii. Parcel#: 08434528030010100 d. Parcel 4: i. Physical Address: 115 N.Federal Hwy.,Boynton Beach,FL ii. Parcel#: 08434528030060010 e. Parcel 5: i. Physical Address: 511 E.Ocean Ave.,Boynton Beach,FL ii. Parcel#: 08434528030060100 f. Parcel 6: i. Physical Address: 515 E.Ocean Ave.,Boynton Beach,FL ii. Parcel#: 08434528030060111 g. Parcel 7: i. Physical Address: 529 E.Ocean Ave.,Boynton Beach,FL ii. Parcel#: 08434528030060120 2. SELLER: Boynton Beach CRA. It is understood that Parcel 1,Parcel 5,Parcel 6 and Parcel 7(the"To Be Owned Parcels")are currently owned by separate parties not associated with this LOI,but that the Seller has these parcels under contract,as further demonstrated in Exhibit A to this LOL Seller shall close on the To Be Owned Parcels ahead of Closing on the Property contemplated in this LOI. 3. BUYER: BB QOZ,LLC,or permitted transferee Buyer,, Seller ED _ 1 1_..._ ...�_ 1te=\_\VDEVEL0PMENT 4. MOLE PRICE. $5,SlS,000 subject to customary adjustments,fee simple interest free from all liens,encumbrances and judgments, . PRD ECT: The Buyer is purchasing the Property for purposes of developing a mixed-use project containing amixed-income workforce housing rental apartment building,restaurant and retail space,office space,and a parking garage containing private and public parking. The Project will be a transportation-oriented development and provide public pedestrian connectivity within the Property. 6. PURCHASE&DE YS P 1 l T�aE I l: Within 9 days following the execution of this 1,01,Buyer and Seller will execute a Purchase&Development Agreement(the"Agreement") consistent with the terms and conditions contained herein. The Agreement shall be executed simultaneously with the Parking Lease Agreement and Parking Garage Purchase Sale Agreement(as contemplated herein), 7. DLIE D1L1 E CE; The Agreement will contain usual and customary representations, warranties,covenants and other agreements on behalf of Seller. As part of the Request for Proposals and Developer Qualifications for 115 N.Federal Highway Infill Mixed-Use Redevelopment PrDlect(the" Pj Q"),Seller has provided Buyer with Due Diligence Materials(as defined hereunder), In the instance that certain Due Diligence Materials have been omitted by Seller;and certain true Diligence Materials are necessary in carder to carry out the Project as planned,Buyer shall have a period of 60 days from the effective date of the Agreement (the"Due Diligence Period")to conduct any remaining inspections and examinations of the Property as Buyer requires anal as omitted during the RFP/ Q process, At any time prior to expiration of the Due Diligence Period,Buyer shall be entitled to terminate the Agreement in Buyer's sale and absolute discretion,In the event of such termination,Escrow Agent shall immediately return the Escrow Deposit to Buyer, & R E BILI ENCE MA'T'ERIALS: From and after mutual execution and delivery of this LDI, Seller,at its coast and expense,shall procure and deliver to Buyer all existing material documents in its possession relating to the Property,including,without limitation:(i)any and all reports regarding the presence of Hazardous Materials on or about the Property including environmental reports;(ii)recent property tax assessments and bills,(iii)all documents or contracts evidencing obligation of Seller to be assumed by Buyer;(iv)current insurance policies;(v)information on liens and opera permits,(vi)previous,current and proposed building plans&specifications,(vii) any estoppel certificates as may be required y a lease,(viii)all current leases and rent rolls,(ix)any and all contracts that may exist between Seller and a third party entity performing work on the Property,( )any report in the possession of Seller including appraisal(s),property condition report(s),and all other studies,notices or information pertaining to the condition or value of the Property,(xi)any other documents or information the parties deem relevant and necessary in the Agreement. Seller shall grant Buyer the right to enter the Property to conduct its due diligence. Buyer will indemnify,defend and hold Seller harmless from and against any damage suffered as a result of any such clue diligence activities and shall restore the Property to substantially the same condition as found, 9. IURVEY: Seller shall provide Buyer with a copy of any existing ALTA survey, Buyer shall be responsible for updating or procuring a new survey. 1R APPf3.OVA : Within 4 months following the effective date of the Agreement,Buyer(as Buyer's sole expense)shall apply for all required Approvals from the applicable authorities necessary to construct the Project on the Property,including but not limited to Land Use Buyer — Seller _.................... . AFFILIATED //Act--\\: — D EVE LO PM E N T Approvals and Gap Funding Approvals. Land Use Approvals shall be any necessary land use entitlements necessary to construct the Project on the Property,including but not limited to: formal site plan approval,alleyway abandonment,utility relocation,rezoning or comprehensive plan amendments,all variances,waivers and other ancillary approvals required to obtain all land use approvals necessary to obtain a building permit to construct the Project on the Property. Gap Funding Approvals shall be all city,county or government agency incentives or gap financing necessary to fund the Project. Seller authorizes the Buyer to apply for and obtain the necessary Approvals and agrees to cooperate in any such applications and approval process and to execute without delay any and all required documentation necessary to make application for Approvals,as well as to assist and otherwise cooperate with the Buyer in addressing requirements in order to secure the Approvals. 11. ESCROW DEPOSITS: Within 5 business days following the execution of the Agreement, Buyer shall deposit in escrow the sum of $50,000 to Kapp Morrison LLP(the"Escrow Agent"),which shall be credited towards the Purchase Price at Closing. Escrow Deposit shall be nonrefundable upon the expiration of any appeal period for Project Approvals. 12. TITLE INSURANCE: Buyer shall procure a title report or commitment("Title Report")for the Property from Fidelity National Title Insurance Company(the"Title Company')together with copies of all underlying documents of record referenced therein. Seller shall provide prior owners policy if in possession of same. Seller shall work the Title Company to complete any paperwork necessary to complete a unity of title,unifying all Property,which shall be completed by the Title Company prior to or after Closing. 13. CLOSING, Closing of the Property shall occur within 90 days after Buyer obtains Approvals. 14. COSTS: Buyer shall pay for the cost of the owner's policy premium,search and exam fees, and deed recording fees. Seller shall pay the costs of any and all transfer or documentary taxes and/or fees and escrow fees. Seller is responsible for any brokerage or sales commissions due relating to the sale of the Property. 15. GARAGE: Buyer shall,subject to final Approvals,construct a parking garage containing approximately 573 spaces within the Project,150 of which will be dedicated as public parking. 16. GARAGE SALE:: Buyer and Seller(and/or the City of Boynton Beach)shall enter into a separate purchase and sale agreement setting forth the terms in which the Buyer shall construct and sell the parking garage to the Seller(and/or City of Boynton Beach). The terms and conditions of the Garage Sale shall be found in Exhibit ,Parking Garage LOI. 17. GARAGE LEASE: Buyer and Seller shall enter into a separate lease agreement setting forth the terms in which the Buyer shall lease back approximately 326 parking spaces from Seller. The terms and conditions of the Garage Lease shall be found in Exhibit C,Parking Lease LOL 18. TRANSFERS: Buyer shall be permitted to transfer or assign this L01 or the Agreement to another affiliated entity of Buyer,provided that such entity is managed by Buyer principals Jeff Burns and Nicholas Rojo. Any other such transfer or assignment shall only be permitted if approved in writing by the Seller. 3 Buyers `ter_ Seller®. _ FFILIATED DICE VE L 0 P M E N T 19. REVERTER: Subject to Force Majeure,in the event; (a)Buyer has failed to secure a debt funding commitment for the Project and(b)commenced construction activities on the Property within 36 months following the Closing,the Property shall revert to and transfer over to the CRA in an amount equal to the Purchase Price plus out of pocket predevelopment costs incurred by Buyer. In the event of a reconveyance,all plans,permits and approvals shall immediately transfer over to the CRA. The Buyer is authorized to extend any such reconveyance by a period of up to 180 days provided that the Buyer can provide CRA with reasonable evidence that the Buyer is actively pursuing construction of the Project 20. JOB-FAIRS&APPRENTICESHIP: Buyer will require its general contractor to 2 job fairs targeting residents and businesses located within the City of Boynton Beach.The job fairs will be held at a venue within the City of Boynton Beach and marketed within sixty(60)days from the date the subcontractor participating in the job fair is set to mobilize on the Project. Furthermore,Buyer will require its general contractor to utilize best efforts to participate in an apprenticeship program targeting City-registered MWBE minority and woman owned small businesses that want to gain large-project experience. 21. PERMANENT JOBS: Buyer will include language in its leases with all Project retail, restaurant and office leases that requires that tenant to utilize best efforts to hire full-time equivalent or part-time jobs to residents located within the CRA and/or City of Boynton Beach. 22. TERMINATION: Either Party may terminate the Agreement in the event of a default by the other Party,subject to standard cure rights by the defaulting Party,as more further outlined in the Agreement In the event of a termination in accordance with any of the provisions the Agreement,neither Party shall have any further rights or obligations to the other,unless otherwise specified in the Agreement 23. FQR_CE MAJEURE: Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire,floods,embargoes,war,acts of war(whether war be declared or not),acts of terrorism,pandemics,insurrections,riots,civil commotions, strikes,lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority,or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s)of any such delay(s). 24. AUTHORITY: Both Parties represent that the execution and delivery of the LOI and Agreement and the consummation of the transactions contemplated hereby do not and will not(i)violate or conflict with the organizational documents of Buyer or Seller; (ii)breach the provisions of,or constitute a default under,any contract,agreement,instrument or obligation to which Buyer or Seller is a party or by which Buyer or Seller bound;and (iii) require the consent or approval of any other third party. The Parties executing the Agreement are authorized by their respective organizational documents to enter into the Agreement and bind each Party to the terms hereof. 4 Buyer Seller AFFILIATED __ % DEVELOPMENT This LOI shall be executed simultaneously with Exhibit B,Parking Lease LOI,and Exhibit C,Parking Garage LOT. It is understood by both Parties that this LOI is non-binding and is simply an indication of the current terms and conditions under which the Buyer is willing to go forward with purchasing said Property. Notwithstanding the foregoing,at the time the Buyer is selected by Seller pursuant to the RFP/RFQ the Parties may negotiate and revise this LOI,and any exhibits,as necessary in order to reach agreed upon Terms. Parties agree to work in good faith to finalize and execute the Agreement under the same terms and conditions contained within the final executed LOT. This LOT may be executed in one or more counterparts,each of which shall be deemed an original,but all of which will be deemed one instrument. Parties may execute this LOT and transmit same by facsimile or email, and in such event,agree that acceptance by facsimile or by email shall be treated in the same fashion as an original signature. The Effective Date of this LOT shall be on the later of the dates as executed by both Parties below. By signing below Parties agree to the terms and conditions contained herein. AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: BUYER:BB QOZ,LLC, SELLER:Boynton Beach CRA DATE: , 1 DATE: BY: At BY: _. __... NAME: efF .ir NAME: Steven B.Grant TITLE:Manager TITLE:Mayor and Chair t� r 5 Buyer Seller, ____ - ,�f 3, 1 1 to tf R r r,� 9 n 1� 1 Iti W 7 S, CD X54 • EXHIBIT"A" 2 PURCHASE AND SALE AGREEMENT Is Purchase and Sale Agreement(hereinafter' )Is made and enteredInto as of the Effecdve Date (hereliviter defined),bV and between BOYNTON BEACH COMMUNrTY REDEVELOPMENT AGENCY, a public agencya r 24 Part Ill, of the Faida Ste s (hereinafter " ) and 500 Oman Properties, LLC (hereinafter `S "). In consideration of the mutual covenants and agreements herein set forth,the Parties hereto agree as fol L RUMM _ . SEUER asnees to sell and convey to PURCHASER a s to purchasend "wre from sEwn, on e terrm and condkJorts, heralrwfter set forth, the Properties Palm Beach County, ( ) pid rnore partkularIVdescribed as Lot 30 and the West 7 feet 8 Inchm of Lot 12, Less the South a feet (Ocean , Block 4 TOWN OF BOYNTON, according to the plat,thereof,as recorded in Plat Back1,Page 2% of the PuWlc records of Palm Beach County, And Lot It I=the Vftst 7 feet 8 Inches,Less the South a finet( n Avenue , N OF BOYNTON,according to the plat thereof,as recorded in Plat Book 3,Page 23,of the Public Records County,of PaIrn Beach Floriala. And Lot 12. Block S. ORIGINAL TOWN OF BOYNTON, according to the thereof,plat reawded In Plat Book 1, PagePublic Records of Palm.1108ch County,Flodda. 535, and 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paidrth Property shall be Three M111on SIK Hundred Thousand Dollars ( in cash, by wire transferof UnIted5tates Dollars at the omms PURCHASEWs InNals- SELLWs Initials: ` , Purchase and Sale Agree ment Pop 2 of 17 . DEPOILT .1 Earnest Mofty-Ceamit, Within five( Business Days after the execution of the Agreement by both perUM PURCHASER doll delver to Lawls, Longmanr, P ( w ) of deposit in the mount of Fifty ThousandDollars( (the qnNal Deposle). Providing this Agreement Is not otherwisein a terms herein, PURCHASHER shall deliver to Dam Agent an additional deposit In the amount of C)ne Hundred Fifty ThousandDollars ($ on or before OdWwr a; ML The Initial Deposit and additional deposk are hereafter . .2 nol n I be applied and disbursed as s: Providing this Agreement Is not terminatedr party pursuant to ft terms set forth herein, My Thousand shell be released to SUM within 10 days of tM expiration of the Feasibility (hereinafter defined).). remaining Depoidt shall be delivered to SELLER at and the PURCHASERall recelve a credit forthe Deposit apinst the PurchasePrice, If is Agreement Is terminated durfte Feasibility Period for any reason, the Depask she ll be Immediately refunded . If this Agreement Is terminatedt, pursuant to Sedion IX the Deposit shall be delivered to(or retained by,as applicable)t clefoulting Party, and the non-clefoutingParty shall hm such additional lofft, N any, as are provided In Section 12. 33 Agent. PURCHASER audwrike Emrow Ament to receive,deposit ain—eicrowand,subject ,dWxnse themu r authorbAon and In accordance with FbrWa low and the terms of this:Agreement. The parties agree that Escrow Agent Will not be Roble to any person for nidsciallvery of ascv&-ed Rams to PURCHASER and SELLEP, unlessI ryIsd s wilful breach of this Agreementorgrossneogence. If Escrow Alent Interpleads"subject r the escrow, Escrow Agent I pay the filing fees and cam from the deposit and will recover reasonable aftmWs to be paid from the esawwad funds which isre chaMed and a d as court costs in favor of the prevailing party. All dalms againstAgent will be arbitrated, so long as Ewow Agent consentsto arbRmte. t KMOVE The date of this Agreement(the OMectiveDatel shall be the date when the last one of the SELLEIR and PURCHASER has signed this Agreement. S. 90ING, The Purchase and sale transaction contemplated herein shall dose on or before December 17,2D21( e`CbsInSJ,unless extended bVwdtten agreernent,signed by parties,both extondinS the Closing. However,in no event whetwever shall the Closingr later than December 31,2ML C t Closln& SELLER shell n PURCHASER, by 4a wamw PURCHASEWs i Is: SE R's lnitkls: • `r Purchase ant Page 3 of 1 ' Special Warranty Deadmp with the requirements of the Tide Commitment(he rehafter defined).valid,good,marketable and I&urable Me In fee simple to the PropertV,free and dear of any and all Dons,encumbrances, n ,restrk:tIons and other conditions except only the fol ;(collectively, pts :(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 7M@ Commitment or shown on the Survey(defined In Section 7) whkh PURCHASER falls to object, or which PU pursuant to Secthn 7.1 and Section 7.2 hereof. 7. FEASIBILM PERIOD. The PURCHASER and Its designees shall have from thit Elfective, Date until November a 2121 ( ), at PUROMSEWsex ns, to make hquIrles which PURCHASER m necessary to determine If the Property Is sultable for Its Intended use and to enter upon the Property, at any time and from time to time with SELLER and so Ions; as N Inveftstlons do not result in a business to perform any and all l testi, inspections, tion and investigations._ the Property, I t not limited to Phasa I and Phase 11 Investkations. During this Feasibilitymay alect, In PURCHASERs sale and abs*lute discretion, to terndriate this Agreement and receive back the Deposk provided that PURCHASER Provides SEUAR with written notice of PURCHASERs dedslon to terminatethe Agreement prior to 5:00prn Eastern time the last day of the FeaslbllkV PURCHASER fail to provide with written termination notice prior to 5.,ODpm Eastern time n the final day.of the Feasibility Period, PURCHASER wa d Its ablilty to terminate tha Agreement pursuant to this Paragraph, the Deposk shall become non-refundable to PURCHASER(except M the event of a material default by SELLER),and the A proceed to Closing upon ft terms and conditionsnt i` d hereTn. If PURCHASER elects to terminate this Agreement in accordance this Section, (I) leave the Property in substentiallyr the condition existing on the Move Date, subject to such disturbance as was reasonably necessarV or convwnie nt for the wsft and Irivestisation,of the Property;(II)to the extent practleable,shall repair and restore any damage catmed to ft Property by PUR 's tesft and tion; a (afl release to SEUEk at no cost all reports and other work product generateda result of the PURCHASERs testing and Investigation. PURCHASER hereby agrees to Indemnify and hold SEJJER harmless from and against all claims, losses, expenses;demands and liabilities, Including but not limited to,attorneys fees,for npay r servicesfor rendered to PURCHASER (Inducling, without limitation, any construction therefrom) or for damage to persons or pro (subject the limitatlion on practlimbility provided ) arising of PURCHASEWs Investigation of the Property. However, PURCHASERs Indemnification obliptions shall not excel its stetu" limits of sovereignImmunity provided within Section 7611.211,Florkis Statutes,and PURCHASER does not walve Its sovereign Immunity rights. SELLERS' obi Ions under this Sections ll survive the termInatJoin,expiry orClosing of this Agreement. 7.1 Mg B&view. lhln twenty( of the Effective Date, PURCHASER shall obtain, at the PURCHASM expense, from a Title Company chosen by PURCHASER oiswm4 PURCHASEWs In Is: . SELLER's Initials. .V. r , Purchase and Sale Agreement Page 4 of 17 therelneftir Company"), a Title Commitmentcovering and proposing to Insure PURCHASER in the amount of the Purchase Price subjectonly to the Permitted together with complete and lagible,copies of all Instruments Identifiedas conditions or exceptions in Schedule B of the Title CommftmnLand all assesswents, outstanding charges,utOlLy _ _ ns and other matters not constituting Permitted Exceptions and that n be cur*4 with the payment of money shag be paid by SOM prior to or at closing from 's proceeds. PURCHASER shah examine the Me Commitment and deliver written rKmm to SELLER no later than thirty(M days after the Effective Doe notifft SELLER of any objections PURCHASER has to the arAltion of t (hereinafter Or&Objectlansl. if PURCHASER falls to deliver the Tide Objecfts to SELLER within the aforesaid review period,thle shag be deemed accepted subject to the conditions set forth in the Tide Commitment. If PURCHASER timely delivers the Tide Objecthns,then SELLER shag have twenty` either cure and remove the Title Objection(s) or provide notice to PURCHASER that SEM will not cure such title objection(herelnefter mCure Pe&d"). In ft event that SELLER Is unable or unwilling remove,and or cause to be cured and removed,the Title Objettions within the Cure Period, then PURCHASER, in PURCHASEWs sole and absolute discration, shag have option of( accepting the e as R then Is and proceedingins with no reduction In the Purchses Prim and all such Title Objections that SELLER declines to cures II Permitted Exceptions,or(It)cance Ing and ternrilneting this Agreement,in which case,the Deposits I be returned to PURCHASER and the Parties shall have no further obligations or MbMtVhereunder, ompt r those expressly provided herein to survke termination of this AgreemerwL Should PURCHASER elect to accept the title as It then Is and proceed to Closing, SELLER11 still be required to pay off all _ , outstanding utility chargel, liens, and payable, of the Closing. in no event sWI SELLER he requiredlitigation to cure any tide or survey defect,enawchment,or encumbrance. Prior to the e e the Title Company to issue an updated Title Commitment ( a Ud Property. If any Tftb Update containso that r the effectivet mit nt a , causedwere or skrwed to occur by SBJLER and which appear in the Tide Commitment, and such items render unmarketable, S^ shall jet to such rtew or different conditions In writing prior to Closing. AN egift,and objections of the Parties with respect to objectJons arising the Title Update shat be the serne as objections to items appearingIn the Me Commitment,subjedw the provbbm of Oft Section. 7.2. vat. P 's expense, shall obtain a current su ( rvey') of the PropartV, Inclicating the number of acres comprising the Property to the nearest 1/1=h of an am.. If the Survey discloses encroachments on the Property or tint Improvements lotated thereon encroach on setback Ines, easements, lands of others or violate any resuictlons, covenants of this Agreement,or applicable governmental regulations, the sarne shall constitute a thle defect and shall be gmmed by the provisions 7.1 concerning Title Objections. However,In no event shall SELLER be required to commence litigation to aim any title or survey defect, msmmw PURCHASEWs In ls: { S s Initials! Purchase and Sale Agreement Page 5 of 17 encroachme nt,orencumbrance. 7.3 SELLER Delive ies. SELLER shall deliver to PURCHASER l n and Inamments within three (3) bushmss days of the Effoctive Date of this Agreement, except as specifically indicated: 7M Copies of leases for all commercial and residential tenants occupying_ the Property. 7.3.2 Copies of any reports or s (including engineeift environmentaL soll borings, and other physical I ), In SELLERs possession or control h respectto the physical condition or operationof the Property,Wafty. 7.3.3 Copies of all licenses, variances, waivers, permits (Including, not limited all surface wager management permits,wetland m use Permits n environmental resource permits), authorWons, and approvals required law or by any governmental or private authority havIngJurisdiction over the Property,or any portion thereof(the w6overnmentalApprovals"),which are material to the or operation of the Property and In Se' 's poswwAbk Ifany. MA At Cleft SELLER shall execute and deliver to PURCHASER and all documentss Instruments required by PURCHASER,In PU ER's sob and absolute discretion, :(q effectuate the trander to PURCHASERthose Governmental Approvals, or portions thersof which are applicable to the Property, that PURCHASER desires to have asskned to It, and/or (1) cause the Property to be withdrawn from any Governmental Approysts. SEWER will not be mquired to incur expenses to provide such documents and Instruments. No later than twenty(20) days prier to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations Governmental Approvals (including, but not limited , any and all portions of the surface water management , mlt tion areas,or other items whichdo not comply with the Governmental Approvals or applicable ),If a SELLER wan-ants that there will not be, at the time of Ckxfn& any unrecorded Instruments affectift the title to the Property, in3 but not limited to anyve n s, easements, licenses or lesses. L CONDITIONS 10 C_ ...... NG. PURCHASER shall not be obligated to close on the purchase of the Property unless each the following nditia (collectively,the `Condit' ns to I ) are either full'Illed or walved by PURCHASER In writing: B.I. RM - n o s a ;nt s, All of the representations and warranties.of SELLER contained In this Agreementshall be true and correct as of Closing. 8.2. C qj%djV2a_2LpMg2dy, The physical condidon of the Property shall b PU ER's Initials: .' SELLEWs Int :' f'" Purchase and Sols, nt Page 6 of 17 materially the sarne on the date of Closings on the Effective Date, reasonable war and tear . . At there shall be no litigation, dalm, action, or adfdnWMWe agency or other governmental proceeding, any kind whatsomr, whether In 4 or threatened, that would affect the Pro which has not been disclosed,prior to ClosIMn acceptad by PURCHASER. M. n and flggghfios. The Property shall be in cornplience with all applicable fiederaL swe and local laws, ordinance4 rules, regulations, codes,requirements,licanses,permits and autharizatlarys as of thadate of Closing. Property q be conveyed to the PURCHASER at time of Closing subject only to the existing lems referred to In Section 7.3.1 above. After the Elfactive Date of this AgreernentSellershal be permitted to mnewexbtln# s affectingthe Property provided that all such renewal leasm provide the landlord a ninety ( ) rw of termination, do not exceed a term of one year from the date of renewals and that any terms whatsoever that differ from the current leas other than ft new lease expiration date are subject to apprwal n by PURCHASER. . C e PURCHASER shall prepare, or cause to be prepared, the Closing Documentst forth In this Section, except for documents prepared by the PUR 's TItle Company. At CksirqL SELLER shall exwft and deliver, or cause to be executed and delmrad to PURCHASER the fodocuments and i (colledholy, Voting Documents'): 9.1. � A Spedal Warranty Deed (the "Deed ) conveying to PURCHASER valid,good, marketable and Insurable fee simple tide to the Property free and door of all lens, encumbrances and other conclitlions of tide otherthan the Parmhod Exceptions. .2 StWo Afffftlts, SELLER shall fumbh to PU RCK45ER and"Mier Company a customary is afficlavit attesting that,tat knowledge,no Individual or entItV has any clalm against Property under the applicable ction lien w; and that there are no parties In possession of the Property other then SELLER. SaM shall also fumish to PURCHASER a non-foreIgn affidavit with respect to the Property.In the event SELLER Is unable tddellverhs affidavits referenceda ,the sarneshall be dethiedanu d tMe oblection. .3. dosing mens setting forth the Purchase Price, the Deposit, all credIts6 adjustmentsprations between PURCHASER and SELLER,ali costs and expenses to be paid at CkwJqL and the net proceeds due SELLER,which PURCHASER shall executealso and deliver at .A. Ggrm;1LwSgWMV& Downtantation required to dear title to the ms PURCHASER'S In ` SELLEWs Intttals' • Purdmize and Sale Agreement Page 7 of 17 Property of all liens,encumbrancesand exceptions,9 any,otharthan Permitted . 9.& &dd&WMLPMLM2ii&L Sudi other documents as PURCHASER or the Me Company may reasonably request that SELLER meoute and delver,and any other documents required by this Agreement or reasonably necessaty In order to dose this transaction a effectuatatheterms; this Agreement. 10L EBQ Lmrations. Ameswrwrits, renti6 Interesk Insurance and other experims of the Property shad be prorated through the day before Closing. PURCHASER shell have the option of takingr exisdrM policiesInsurance, IF assumable,In which event premiums shall be prorated. Cash at Closingshad be increased or decreasedrequired to be e through the day prior to Closing. a nt and secuiltv deposits,if any,w11 be andked to PURCHASER. es shag be prorated based upon the current is tax with due allowance madir maximum allowaWe dbmnt. 10.2 Ad a m IMSS. PURCHASER and I comply with Section F respect to the payment of prorated ad valorem year of dcWng Into escrow with the Pakn Beach Counity Tax Colkaor's Office. in the event that following e Closing,the actual amount of assessed real property tax on the Property for the current yeark higherthana estimate used for purposes of the Cbsin&the parties shag nts paid occrecifted bwedans estknaute as IF paid M November.This II survive the Closing. .1 S & a Certified, confirmed and ratified spedal assessment ns Imposed by public bodies and payable as of Closingare to be paid by SELLER. Pending lions as of Closingshell be assumedPURCHASER. If the Improvement has been substantially completed as of the Effectiveany pendinglien shad be considered certified, confirmed or ratified and SELLER shall, at Closing, be chariied an amount equal to the lost estimate or assessmentforthe Improvement by the pubk .4. ged3L2W& PURCHASER shall be responsiblerdin ,all neral closing expenses (settlement r fees, overnight package, Or-), all title Wurance expenses, ry sumps on the deed, and any expenses associated PUR ER's finandng, Each will pay their respect"aftorneVs fees. Otherthen SELLER paying Its own attorneys f&K PURCHASERand SELLER agre# t transaction contemplated by this Agreement shell be"net"'to the SELLER with PURCHASERli all com assodated with the transaction otherthan SELLEresattorney's fees. 2CL5 In u__. PURCHASER shall fund the Purchase Prke subject to credits,the and pmrstions set forth herein. SELLER and PURCHASER(as PURCHASER( applicable)shall @xocute and deliver to Closing Agent the ClosingDocuments. The Closing Agent shall, at 61SWIMS PURCHASER'S In Is: SELLEWs inittals ' ' Purchase and Sale Agree ment Page 8 of 17 Closing: (1) disburse the sale p • O deliver the ClosTngn nd a Mmarked-upO'fte Commitment to PURCHASER,and promptly thereafter, record the Deed and er recordable Closing Documents in the appropriate public records. r ns, At ClosIng,SELLER shall o l% or cause to be obtained, satisfaction or releaseall mortgages, liens and Judgments appikable to and encumbering the Pro IL P - 'fl_ S _COVENANTS_..m ._.WARRAFMES OF SELLER. To in duce PURCHASER enter Into this Agreermnt, SELLER makes the following ,all of to the best of Its knowledge,In all material respects and except as othterwise provicled In Is Agreement(I)are now truk a (q)shall be true as of the date of the Closing unWss SELLER receives Information to the contrary, and ( ) shall survive e Closing. In that eveM PURCHASER all be provided Immediateas to the change to the folWrq rere n : 11.1 At all times m the Effective Date until priorto Closing, shall keep the Property(whether fo r ft date of C free and clear of any mechmWs or mate rislmen's he nsfor work or materials furnished to or contractedfor,byor on behaffof SELLER Prim to the 0asing,and SELLER sMIIi en nda hold PURCHASER harmless from and against all expense and liabliftyin connection therewlth(butuding, court costs and reasons ble attornoWs } 11.2 SELLER has no actual knowledge nor has SELLER received any notim of any ftigatkw4 claim,acthn or proceeding,aMalarthmftned,apinstSeMor the Propertyby any organization,person,Inl r rnme ntela ncy which would affect( anythreatenod Iftigatton,claim,action or proceeding,Ina materially adverse fashion)the useocwpncyorvalue oFthe PropertyoranV part thereof orwhfchwoulclotherwiserelatatothe Property. 11.3 SELLER has ll powera authority r Into this Agreement and to mums and parkwrn Its obl4ptions hereunder In this Agreement. SELLER does rot and will not conflict with or result In the breach of any n or provislom or constituto a defaultunde r,or result In the aeationor Imposition of any lion,charge,or n cobra upon" the Property or assetsoftheS sof anywnbnM rnongw,I , agreement, Indenture, Instrument or judgment which the SELLER Is a party of whkh Is or purports to upon the SELLER or which,effects S ®no action by any federal,state or munidpal or other govemmental agency department. m ion, board, bureau or Instrumentality is necesseryto make this Agra enlientaval Instrument upon the SELLER In accordance with terms.Its 31.4 SELLER represents t SELLERwIll not,between the Effectivethis ree ent and the Closing,withoutPu 's priorwritten consentwhich consentshall not be unreasonably withheld or delayed, except In the ordinary course of business, s any mwiw PU s I Is" SELLEWs 111 Purchase and Sale Agreement Page 9 of 17 encumbrances on the Property. For purposes of this provislan the torm "encumbrancee she I mean any liens,dalms,options, or odw r encumbrinces,enowchments6 rights-cf-way,lanes, easements, covenants, conditions or restrictiorm Except for renewing existing s In accordlence with Sectlon&Shereof,SEUJM represenisthetSEUERwill not betweenthe Effective D*teof thIsAgreement and the Owing,take any action to terminateIly,amend oralto r presentlyany exisftleases , ut e priorconsentof PURCHASERwhichconsent shag not be unreasonablVwlthheld ordelayed ILS SWER representsere we no parties otherthanS In possession of ft Property or any pofflon of Ow Property as a lessee otherthan dwse disclosed by section '.3.L 6 SEM shag use Its best efforts to maintain the Property In Its present condition so as to a that'It shall remain substantially in the some condition from the the Feasibilty Perlodto the Closinit,Date. 7 IMMMONALLYD . 1LB SEUER represents that It has no actual knowledge nor has It received any notice that tM ProissrLy has boon,is prawntly or k contemplatedad as e rar&rwcTr of Mate 1. As used heroK the term"Hazardous Mate rblu shall mean any substance, water or material which has been determined by any state, federal or local gmternment authority to be capable of podng a risk of injury to health, and properily, Including, not limited to,all of those materials,wastesandsubstances desknated as hazardous .o is by e U.S.Environmental , U.S. Labor,the U.S. ,{ of Transportation, and/or arq other state or local governmental agency now or hereafter autitorized to reguWm mattrials and substances in ft orAftriment (collectively %overnmentalAnthaftlesM. 9 SELLER represents to PURCHASER Property Is not subject to any deed re strittlons or doclaration of re ns running the Property use of the PropertV exceptthose constituting Permitted do deft da . =10 Between the Effective Date of this Agreement and the d , of closir4g, SEU.ER will not file any application r a ftnge of the present zoning classification of the Property. iLU &09 7he execution and delivery of this Agreement by SEUER and the consummatlon by SELLER of the transaction contemplated by this Agreement are whin SMWS capacity and all requisbe action has been taken to make this Agreement valid and blndInS on SEMER In attordence with its to s.7M person executing this Agreement on behalf of SEUER has been duly authorized to act on behalf of and to bind SELLER,and this Agreement representsa valid and binding obligation of SELLER. magna PU R's InitI96- SE 's Initials° Purchase and Sale Agreement Page 10 of 17 IL12 J&k. SELLER Is and will be on the Closing Daft,the.owner of valld,ll;ood, marketable and Insurable fee simple title to the Property, free and dear of all lens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of necard which will be dWmrpd at Closing). ILL13 Additional Warrantles and Re;jrasentatlons of SEU.ER. As a materbi Inducement to PURCHASER enteft Into this Agreernen4 SELLEk to the best of SMIEWS Informationand belief,hereby represerbandwarrantsthe followl rog: M13.1 Them are no perWlng applicst Permits,petitions, contrac% approvals, or other proceedings with any governmental or quesi-govemmental authority, Including but not limited to, PURCHASER, munidpolitles, counW% districts, utilities, and/or federal or stem agencies,concoming the use or operation of, or title to the Propeft or any pardon thereof and SELM has riot Wanted or Is not obligated to gmnt any loterea in the Propertyto any of the foregoing entities. =112 IMre are rw facts belleved by SELLER to be material to the use, condition and operation of the Property In the mannerthat I hasbeen used oroperated,which it has not disclosed to PURCHASER hereirk Including but not limited to unnumded instruments or defects in the condition of the Prop"which will Impairthe use or operation of the Property in any manner. 11.13.9 The Property and the use and operation thereof are In compliance with all applicable countV and governmental laws,ordinances,regulations,licenses,permits and authorizations, tniL without Urnitation, applicable zoning and anWrorunental laws and regulations. 12 Ou"LL. 11L P-9BQl&jRrjj2jfwL in the event that this;transuction fallsto class due to a wrongful refusal to close or default on the part of PUROIASER,subjectto the provisionsof Paragraph 17.3 below, the Depask actually then being hold by the Escrow Agent shall be paid by Emm Agent to SELLER as agreed liquidated damages aAd,thereafter,neither PURCHASER nor SELLER shall have any turdwrigotion or liabilities under this Agreement exceptfortimme expressiV provided to survive the termination of this AgmemerM provicled, however, that PURCHASER shall also be responsible for the, removal of any lens awertod spinatthe Property by persons claiming b% through or under PURCHASER, but nototherwise. PURCHASER and SELLER acknowledge that 6 PURCHRSER clefoults, SELLER will wffer clansalies in an amount which cannot be ascertained with reasonable certainar on the Effective Date and that the amount of the Deposit beft hold by Estrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree, that this Is a bona Me liquWated da provIslon and not a pens W or forfeiture provision. omen" PURCHASEWS Initials: saws Inft 'V"77�ZL Purchase and Sale Agreement Page U of 17 2 Seller's Default., In the event that SELLER shag fail to fully and timely perform any of its 0 i tions or covenants hereunder or Wany of SELLERS represenbdens are untrue or Inacrursta, then, notwithstanding anything to the contraryin In this Agreemen% PURCHASER , at opt n: (1)declare SELLER In default under this Agreement by notice delivered to SELLER, In which event PURCHASER MAreemwt and demand that the Deposit be mtun*4Including all Interest thereon 9 any, In aoxwonce with S#cdon 3 and neither Party shad have any further rights hereunder, or (2) seek spuft performance ofthis Agreementwithout waiving any action fords s. 12.3. figft f g&116 Prbr to declarIng a default and a in remedles described herein, the non-defoulting Party shell Issue a notice of default to the defaulting Party describIrW the event or condition of default In suffident dotal to enable,, a reasonablen to determine the action necessary to cum the defaulL The defaulting Party shell have tan( )days from delivery of the notice during which the defoult.provided, hmmmr,that as to a falturere period shall only be t (3)business days from the delivery of notice. Both parties agme, that if an extension Is requested as a result of a default,such extension shall not be unreasonably withheld provided that In no event shall the Closing r 31, 2121.If the ddmlt has not been cured within the oforessid period,the non-debultIng,Pa rty may exercise the rernedles described above. 4,. S5!ugv1vaL The provisions of this n shall s the termination of this Agreement. NOTICES.13. � AN notices required In this me+nt must be In wrfflng and be considered d when received by cartiftedp, return receipt requested, or personal delivery to the following addresses-, If to Selbr Christian Macovisk Oyer-Macovisk Insurance SU East Ocean Avenue Boynton Beach,FL 33435 With a copy to. Harvey E.Oyerill Shutts& Bowen,LLP Sulte 1 o, Blvd, st Palm Beach,FL 33401 If to Purchaser: Thuy Shutt,Executive Director Boynton Beach Communitylop ntA e E.Chman Avenue,Alth Floor Boynton Beach,FL MOS assnaw PU 's IIt lsa SELLEWs InR b ;- r Purchase and Sale nt Page 12 of 1 WithKenneth Docip Lawls,Longman al r, P S.Rosemary Avenue Suite West Palm Beach,FL 33401 BINDINGOBUGA11ON/ASSIGNMENT. The term and coriftons of this Agreement am hereby rne& binding on, and shall Inure benefit of the succassors and permitted s of the Parties s . SELLER may not n ft Interest in this Agreement priorwMout the written consent of PUROASER,which all na be unreasoneW withheld, PURCHASER l have the right to assign thill Ag.mement to the City of Boynton Beach 'City") without e prior consent of SELLER and the PURCHASERshall be released f any further obligations and lkbllfts under this Agreement. The PURCHASER not a . n this Agreement to any other party without thep ` n , prioval of SELM, which shall not unreasonably wilthheld. If PURCHASER n dissolved as an antky while this Agreement andlor the attached Lem Agmernent are In effect,the provklonsof s :Q,FlorWa Statutes,(as It may be amended from time time),shimill apply. BROKER__....-FEM The SELLER and PURCHASER hereby state dM they have not dealt wIth a real estate broker In n n men and are not liable for a _ les commbsion.SELLER and PURCHASERre lly Indemnify, defiand and hold harmless each other from anclegaInstanV and all clailms, loms, damages, costs or expenses (including, without 111mlUtion, attorneys fees) of any kind arbIng out of or resuldft from any agreemerg,arrangement or understerwhii alleged to have been made with y broker or finder claiming through the Indernnifft party in connection with this Agreement. The proftiom of this Section shall survIve Closing or torminattlon of this Agreement. la L For purposes of this Agreement, polutent("Pollutant") shall mean any hazandcus or Uak substance, materiaL or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product, as defined or regulated environmental laws. Disposal ("Disposal") it mean the a storage, use, handflng, discharge,or disposal of such Pollutants.Environmental laws(*Environmental taws")shall mean any appillcable federal, state, or local laws, statutes, ordinances, s, regulations r goviernmental s lona. Li As a materialIn nt to PURCHASER Into this Agreement, SELLER hereby warrants and represents ft fol i applicable: (1) That SELLER and occupants of the Property obtalnecland are in full compliance with any and all permits rege rding the Dbposal of Pollutants on the Property or contigum property owned by SELIM,to the best of SE R'S knowledge. aim ens PURCMASERs I is° SMIWs In b: Purchase and Sale Agreement Page 13 of 17 (2) SELLER is not aware nor does it h notice of any post,present or future events,conditions, actIvItles or practices which may give rise any flablifty or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is t aware nor doesit have any notice of any post,press nt orfuture events, conditio-ris,activities or practices on ous pcopertythat is owned bVSELLER wh Ich may give rke to any liability or form a basis for any claim,demand,am or action relatingI of any Pollutantaffeding.theSELLER'S property. (8) There is no clvk crImInal or adnflnistrative action, suit, claim, demand,,Investilliation or notice of vMdbn pending or,to the best of that entitys knowle threatened agai t SELLER or the Property relating In anyway to the Disposal of Pollutants on the Property, portion thereof,oronany contiguous propertyawnedby 17. PUBLIC It R . PURCHASER is a public agency subject to Chapter 229, Florida Statutes. The SELLER Is hereby notified that the PURCHASER u y low, pursuant to Chapter U9,to maintain aupon request all records deemed publicu statute Including is Agreement and some or all of the documents necessary to consummate transaction t forth herein.To the extent that any litiption should be Instituted elthierd or as a third party,trip ntor prohibitPurchaser fromd or providling documentsInvolvingthis Agreementorthe transaction setfoirthIn the Agreement pursuanttoa public records requestsubmittedunderChWerM,SELLS asireas thatPU either: 1) defend the dakn up to and Including final judgment, or 2) Interplead the challenged documents Into the rt. In either event, SEM agrees PURCHASERs reasonable feesandcaM bothtrial ancl appellate. Ia 1. I This Agreement,and any amendment hereto,may be executed In any number of counterparts,each of which shall an original and all of which shat together, coratitute one and the same Instrument. n and paragraph aings herein contained are for the purposm of identification aniv and shall not be considered In construlng this Agreement. Reference to a Secdon shall he deemeda reference to the entire Section, unless ativerwisespecified. No modification or amendment is Agreement shall be of any force or effiact unless in writing executed by the Parties. This Agrearrent sets forth entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandhp understandand e , 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 Judeftlon of any k1gatlon brought arisIng out of this Agreement shall be In the Fifteenth Judicial Circuft,In and r Palm Beach County, Florida, or, should any cause of actk>n be limited to federal ju n only,In the United States District Courtforthe Southern District of Florida. don of TimV Any reference herein to time periods which are not measured In businessdays shall mean calendar days. Any time period providled for In this ams PURCHASERs In Is• s In Purchase and Sale Affeement Page 14 of 17 Agres me nt which ends on a _toSunday or legal holiday shall extend to 5.00 p.m.on the next fuH business day. Time Is of the 9ssence In the performaromof all obligations under this Agreement. & r, Neither the failure of a party to Insist upon a sWct performance of any of the terms, provisions, covenants6 agreementsand 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 r,shah be deemed a waiverof otherany rights or remedies that a party may have or a waiver of any subsequent brea or default In any of such e n ,agreements or canciftris. 7hIs paragraph shall survive termineWn of this Agreement andClosing. M. n of A&MgmsaL The Parties to this Agreement through counsel, have partkfpsted freely In the negotiation and preparation hereof. Neither this Agreement any amendment hereto shall be m against any of the Parties. As used In this AreemeM or any amendment hereto,the mascullneshall Include the ferninhe, the singular shall Iplural, and the plural shall Include the singular,as the context may require. Provisions of this Agreemente that they survive the Closing shall not merge,Into the Deed. S. . If any provision of this Agreement or the application thereof shot for anV reason and to any extent,be Invalld or unenforceable, r the remainclar of this Agreement nor theapplication of the provision to other persons,entities orcircumstances shall be affected thereby,but Instead shall be enforced extent permIttied by provisionslow.7he of this Section shall apply to any amendmentof this Agreement. M6 Handwritten_,.Provisions. n provisions Inserted In this Agreement and initialed R and SELLER shall control all printed provisions in confkt JL&7 MhmE of June Idli. an Inducement to PURCHASER agreeing to enter Into is Agreement, PURCHASER and hereby jury In any action or p u ht by either party against the other party pertainIngto any matter whatsoever wising out of or In any way connected with this Agreement. 140evs JEp W&=. Should It be necessary to bring an action to enforce any of the provislansof this Agreement,reasonable r 'fees and cam,lncWng those at theappellate level,shall be awardedto the prevallhil party unlessotherwiseprovidedIn this Agreement and subject to the limitation of sovereign Immunity as provided wMin Section Florlde Sfttutes. i ina -_t _arty hereby represents and warrants to the other that each person oxeckMng this Agreement on behalf of the PURCHASER and SELLER has on."ina PURCHASErNInitials-, Purchase and Sale Agree ment Pop 15 of 17 h right and lawful authority to execute this Agreerrient and to bind and obipte the party for whom or on whose behalf he or she Is signing with respect to all provisions containedIn this Agreement. This Agreement may not be recorded M the Public Records of Palm a ,Florida:without t approvW of both parties. connants, warranties, representations, Indemnities and undertakkV of SEU.ER and PURCHASER that giedlIcally surilve Clwft as set forth in this Agreement,shall survive the C6zing, 5 's AttorneW Foos and Costs.SELLER acknowledges and a es that SEILM shall be responsible for its own fees and al costs, if any,Incurred by SELLER in connection with the transaction contemplaiedAgree rnent. 1&13 JM2i u ILV.NothIrS In this Agreement shall be deemed tn affect the right% Privileges, and sovereign # s of the PURCHASER, in t forth In Section e Statutes. 11 REPRESENTATIONS COVEIVAN73 AND WARRANTIESF-'PURCHASER._ To Induce SELLER to enter Into this AffreeMent, PURCHASER ices the following representations,all of which, to the best of Its k e,In all maerial respects and except as othemde Provlcled in this Agreement(i)are now true,and(IQ shall be true as of the date of the Closing a (IM II survive the Closing. • ,., ._ftd and In GoW Standind;,. PURCHASER was valkily created under all applicablestate la s, Is In under all-applicable statia laws as of Mective Daft of this AgreameM and ti 91 be in good standingunder all appikable state laws as of the Closing . 2 The execution and delivery of this Agreement by PURCHASER and the tion by PURCHASER of the transaction mpla d by this Asreement are within PURCHASERS lewfu# capacky and all requitka action has been taken to make this Agmement Valid and binding on PURCHASER In accordance,with its tarms.The person executing this Agreement on behalf of PURCHASER n authorized to act on behalf of and to bind PURCHASER, d this Agreernentrepresentsa,valid and binding oblIgation obligationof PURCHASER, 211 a e -Is -ffigL ZMCIFICALLY SET FORTH HINCEIN, IT IS MWELTMD AND AGREEDT PURCHASER IS PURCHASING THE PROPEItTV •Y AIL FAULTS CON N. OTHER THAN THE =LW"S REMESENTA77ONS AND WARRANTIES SET FORTH RMUM, SELLER MAKES NO ONS O WARRANTIES AS TO THE CONSITION OF THE PROFERTY OR THE PROPEItry,S PURCHASER'SMESS FOR USEL PURCHASM SHOULD RELAY ON ITS OWN INVEMGATIONS AND INSPECTIONS DLqMG THE FEASIBILITY PMUOD. DIMM" PURCHASERs,Initials: SELLEWs Initlais: . Purduse and Sale Agreement Page 16 of 17 2L Qjqrjnsuranqe and Real Esta.ate IR kJAM PURCHASER and SELLER ockn4wled se and asme thet the existing painted wall sign on the east fagade of the WNS1East&4'an Avenue building has existed for over 60 years,Is one of the Icank business Images In the CJtV of Boynton Beach, possesses histork and cuturil v6a, and Is one of the lost remaining representations of the Ckys historic main street. As su4 PUR04ASER agrees to uie its best efforts to preserve the painted wall sign either In sku or to be relocated and utilized elsewhere In the vidnity pmwlded that ft cost of the preservation and relocation efforts do not exceed a nwimum of Twenty Thousand Dollars($2%WOAM. in the event 0M PURCHASER Is unable to preserve or relocate the wall sign as provided herein, PURCK45ER shall p notice,of sale to SMIER,who shall have (60 sbdy days within which to relocate the sign at its own expense and/or contribute oil mkIltional funding over$MOW to the CRA for the CRA to relccM the sign. Both parties adenowledge and agree t:hat the possiblity exists that the sign could be-damaged or destroyed during an attempted relocation. However, PURMASER shag use Its bestefforts, as provided herein, to preserve the wall sign and ensure that It remains wisible to the pubk date. IN WITNESS WHEREOF, s have executed this Agreement as of the Effective Amn" PURCHASERs Initials: SELLER's Initials: Purchase and Sale nt Page of 17 BOYNWN BEACH COMMUNITY P AGENCYPADEVELOPMENT Printed Name: Steven B.Gram Printed Name. '" air Date _ r� _�•.� WITNESS: WITNESS: Printed Name, r ESRC? GENi,. IJe�aw{w6 ~�8l Weld PJa►.�s..•_.��.��,.�ue• Printed Nome: f , Date: � t PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and enteredinto s oft the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT E CY, a public agency created ursua t to Chapter 163, Part III, oft e Florida Statutes (her inn er"PURCHASER,"') and 508 E BBB, LLC(hereinafter"SELLER"'). In consideration of the mutualcovenants and agreements herein set forth, the Parties hereto are as follows: 1. PURCHASE AND_,5 L / SELLER agrees t ll and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms a conditions herei a er set forth, the Properties located at 508 E. Boynton Beach Boulevard, City of BoyntonBeach, in Palm Beach County, Florida (t "Properties")an ore particularly described as follows: Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Poge 23, Public Records of Palma County, Florida. 2. PURCHASE PRICE Y T. The Purchase Price to be paid for the Property shall be Nine Hundred Fifteen Thousand a /100 Dollars ($915,000.00), ays I in cash, y wire transfer of United States Dollars at the Closing. 3. DEPOSIT. . arnest Money Deposit. Within five (5) Business Days after the execution f the Purchase Agreement by both parties, PURCHASER shall liver to Lewis, Longman Walker, PA ("Escrow Agent") a deposit in the amount of One Hundred Thousand an00/100 Dollars ($100,000.00)the "'Deposit"). 3.2. ApplicationZD!sbursement of Deposit. The Deposit shall be applied n disbursed s follows: Providing this Agreement is not terminated by either party pursuant to the terms set fort herein, Fifty Thousand ollars ($50,000.00) shall be released to SELLER sixty ( ) days from the expiration of the Feasibility Period (hereinafter defined). The remaining sits ail be delivered to SELLER at Closing and the PURCHASER shall receive credit for the full Deposit ($100,000.00) against a Purchase Price. If this Agreement is terminated dsari h Feasibility Period (hereinafter eine ) for any reason, the Deposit shall be immediately reun e to the PURCHASER. If this Agreement is terminated e to a default, pursuant to Section 12, the PURCHASER' Initials: > SELL 's Initials: Purchase and Sale Agreement Page 2 of 15 Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any,as are provided in Section 12. 3.3. Escrow Aent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent.will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before November 11, 2021 (the "Closing"), unless extended by other provisions of this Agreement or by written agreement,signed by both parties,extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined),valid,good, marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have twenty (20) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to PURCHASER's Initials �� SELLER's Initials omoaasa-i Purchase and Sale Agreement Page 3 of 15 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 inthe testing and investigation ofthe Property; (ii) tote extent practicable, shall repair and restore any damage caused to the Property by ASE 's testing and investigation; and (Iii) release to SELLER, at no cost, all reports and they or generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and of SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation ofthe Property. However, PURCHASE R's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and of PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorneys fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject tote limitation on practicability provided above) arising out of PURCHASER's investigation of the Property, SELLERS' obligations under this Section shall survive the termination, expiration or Closing oft is Agreement. 7Aa Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company,"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions,together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B ofthe Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has tot condition of title (hereinafter "Title Objections"). if PURCHASER falls to deliver the Title Objections to SELLER within the aforesaid review period,titles all be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections,then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (11) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and "ef 7 PUJ RCHASE R's Initials: T---7 LL 's Initials: 0070"98-1 Purchase and Sale Agreement Page 4 of 15 contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment,subject to the provisions of this Section. 7.2, Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections. 7.3. SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10)days of the Effective Date of this Agreement,except as specifically indicated: 7.3.1. Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property,if any. 7.3.2. Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof(the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3. Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the- Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from PURCHASER's Initials SELLER's Initials:dm OD7O"98-1 -^"..... � Purchase and Sale Agreement Page 5 of 15 any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Praperty. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. PendingProceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened,which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. A Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2. Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in PURCHASER's Initials noxwA� . SELLER's Initials UD7D4498-1 " Purchase and Sale Agreement Page 6 of 3.5 possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non- foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens,encumbrances and exceptions, if any,other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any,will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2. Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. PURCHASER's Initials: - SELLER's Initials: . 00704496-1 Y Purchase and Sale Agreement Page 7 of 15 10.4. Closing Costs. PURCHASER shall be responsible for recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER is responsible for documentary stamps on the deed and half of all general closing expenses and their own legal fees. All other costs of closing shall be borne by PURCHASER. 10.5. Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable)shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up"Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6. Existing,Mort a es and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11, REPRESENTATIONS COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which,to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1. At all times from the Effective Date until prior to Closing,SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2. SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect(as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion)the use,occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3. SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property PURCHASER's Initials: 4� „ SELLER's Initials: ' OD704498-1 - '° Purchase and Sale Agreement Page 8 of 15 or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4. SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER,which consent shall not be unreasonably withheld or delayed. 11.5. SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6. SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7. SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8. SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein,the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials,wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). PURCHASER's Initials SELLER's Initials: . N, DD7D4498-1 a„, Purchase and Sale Agreement Page 9of15 11.9. SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10. Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11. Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12. Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13. Additional Warranties and Re resentations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief,hereby represents and warrants the following: 11.13.1. There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2. There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3. To the best of SELLER'S knowledge,the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. PURCHASER's Initials: 69704498-1 SELLER's Initials: Purchase and Sale Agreement Page 10 of 15 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement,without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period,the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: PURCHASER's Initials SELLER's Initials:' 0070449&1 Purchase and Sale Agreement Page 11 of 15 If to Seller: Bradley Miller 508 E , LC 508 E. Boynton each Boulevard Boynton Beach, FL 33435 With a copy to: Alan J. Ci lin, Esq. CIKLIN LUBITZ Northbridge Tower 1, 20th Floor 515 N. Fla ler Drive West Palm Beach, FL 33401 If to Purchaser: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 E.Ocean Avenue, 4th Floor Boynton each, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman &Walker, PA 515 North Fla ler Drive Suite 1500 West Palm each, FL 33401 14. BINDING OBLIQ ATIOWA55IGN M ENT. 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, is shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect,the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES, The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf PURCHASER's Initials;e� SELLER's Initials: 77�, e, M704498-1 Purchase and Sale Agreement Page 12 of 15 with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge,or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following,as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER,to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events,-conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof,or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged PURCHASER's Initials SELLER's Initials., Purchase and Sale Agreement Page 13 of 15 documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys'fees and costs, both trial and appellate. 18. MISCELLANEOUS._ 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the PURCHASER's Initials ��_.., SELLER's Initials''",. " 0070449B-1 LO Purchase and Sale Agreement Page 14 of 15 Closing shall not merge into the heed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.The provisions of this Section shall apply to any amendment of this Agreement. 18.6. Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7. Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys_Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level,shall be awarded to the prevailing party. 18.9. Binding; Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10. Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11. Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12. SELLER Attorneys' Feesand 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. PURCHASER's Initialsi, SELLER's Initials: 00704498-1 ,µ f Purchase and Sale Agreement Page 15 of 15 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEVELOP ENT EN Y w.k Printed Name: Steven B. Grant Printed Name: $` e A ` I Title: Chair Title: Date: , z�� � Date: �. p WIIESS: WITNESS: .1 " / — .. ..,n4,j t Printed Name €',,, ,:,,' `� � r°` i r Printed Name: f Approved As To Form: Lewis, Longman Walker, P.A. , ` ! Printed Nage: I � i - Date: , , r PURCHASER's Initials:(-P, SELLER's Initials: EXHIBIT"B" 1 AFFILIATED n,. -DEVELOPMENT October 5,2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt,Director 100 East Ocean Avenue,4*h Floor Boynton Beach,FL 33435 COPY TO: City of Boynton Beach ATTN: Ms.Lori LaVerriere 100 East Ocean Avenue,4th Floor Boynton Beach,FL 33435 RE: Letter Of Intent to purchase the Project Parking Garage and enter into a Purchase and Sale Agreement,as further defined below Ms.Shutt&Ms.LaVerriere: We are pleased to present the following Letter of Intent("LOI") to outline certain basic terms under which Seller agrees to construct and sell the Project Parking Garage to Buyer,and Buyer proposes to purchase the Project Parking Garage from Seller(hereinafter defined). The Tex ms and Conditions are as follows: 1. PROPERTY: Two parcels that will be combined and parceled separate from the Project. a. Parcel 2: i. Physical Address: NE 4*h St.,Boynton Beach,FL ii. Parcel#: 08434528030010080 b. Parcel 3: i. Physical Address: NE 1st Ave.,Boynton Beach,FL ii. Parcel#: 08434528030010100 2. PARKING GARAGE: A stand-alone parking garage structure containing approximately 573 parking spaces located on the Property and containing approximately ISO parking spaces dedicated to the public,approximately 326 spaces for apartment tenants,and approximately 247 parking spaces for commercial tenants. Parking Garage shall be consistent with the attached parking plans shown in Exhibit A,which may be modified in order to obtain Approvals. 3. P O ECT: The Tenant is constructing a mixed-use project containing a mixed-income workforce housing rental apartment building,restaurant and retail space,office space,and the Parking Garage,per the preliminary site plan shown in Exhibit B,which shall be adjusted as may be necessary in order to finalize land use approvals. 4. BASE BUILDING IMPROVEMENTS: Seller shall construct the Parking Garage pursuant to Approvals. Parking Garage shall be a concrete structure with sloped parking on the ramps to connect each floor of parking. The bottom floors will be used for public parking and parking for the Project's commercial tenants,while the upper floors will be used exclusively by the Project's apartment tenants. 5. ER: BB QOZ,LLC,or another entity managed by Affiliated Development principals,Jeff Burns and Nick Rojo,as approved by Seller. 1 Buyer- Seller ._ / AFFILIATED /A,=\-\-- — DEVELOPMENT 6. BUYER: Boynton Beach CRA and/or City of Boynton Beach. 7. PURCHASE PRICE: $10,314,000 subject to customary adjustments,fee simple interest free from all liens,encumbrances and judgments. 8. PURCHASE&SALE AGREEMENT: Within 90 days following the execution of this LOI,Buyer and Seller will execute a Purchase&Sale Agreement consistent with the terms and conditions contained herein. 9. CLOSING MATERIALS: Upon completion of the Base Building Improvements,as evidenced by a temporary certificate of occupancy,Seller shall deliver to Buyer all existing material documents in its possession relating to the Property,including,without limitation:(i)any and all reports regarding the presence of Hazardous Materials on or about the Property including environmental reports;(ii)Base Building Improvements plans and specifications; (iii)as-built survey;(iv)existing insurance policies; (v)information on liens and open permits,(vi)any and all contracts that may exist between Seller and a third party entity performing work on the Parking Garage for which Buyer shall assume.Seller shall grant Buyer the right to enter the Property to inspect the Base Building Improvements. 10. SURVEY: Seller shall provide Buyer with an as-built survey. 11. APPROVALS: Sale shall be subject to all required Approvals from the applicable authorities necessary to construct the Parking Garage on the Property,including but not limited to Land Use Approvals and a Master Building Permit. 12. ESCRflW DEPOSITS: Within 5 business days following the execution of the Purchase and Sale Agreement,Buyer shall deposit in escrow the sum of $100,000 to Kapp Morrison LLP (the"Escrow Agent"),which shall be credited towards the Purchase Price at Closing. Escrow Deposit shall be nonrefundable at the time the Seller obtains all necessary Approvals on the Parking Garage. 13. TITLE INSURANCE: Buyer shall procure a title report or commitment("Title Report")for the Property from Fidelity National Title Insurance Company(the"Title Company")together with copies of all underlying documents of record referenced therein. Seller shall provide prior owners policy if in possession of same. The Seller shall parcel the Property in order to be owned separate from ownership in the Project. 14. CLOSING: Closing of the Property shall occur within 15 days following the date Seller notified Buyer in writing(along with supporting documentation)that a temporary certificate of occupancy has been issued for the Parking Garage, 15. COSTS: Buyer shall pay for the cost of the owner's policy premium,search and exam fees, and deed recording fees. Seller shall pay the costs of any and all transfer or documentary taxes and/or fees and escrow fees. Parties acknowledge there are no brokerage or sales commissions due relating to the sale of the Property. 16. GARAGE LEASE: Parties acknowledge that the sale is contingent upon the Parties entering into a separate parking lease agreement,which will be executed simultaneously with the Purchase and Sale Agreement. The Buyer and Seller should also agree to separate terms and conditions by which Buyer agrees to rent parking spaces for Seller's restaurant,retail and office tenants. Buyer,,,, Seller AFFILIATED_ //At,=\r-\--_ DEmVEL0PMENT 17. FORCE MA}EURE: Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire,floods,embargoes,war,acts of war(whether war be declared or not),acts of terrorism,pandemics,insurrections,riots,civil commotions,strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority,or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s)of any such delay(s). 18. AUTHORITY: Both Parties represent that the execution and delivery of the LOI and Agreement and the consummation of the transactions contemplated hereby do not and will not(i)violate or conflict with the organizational documents of Buyer or Seller; (ii)breach the provisions of,or constitute a default under,any contract,agreement,instrument or obligation to which Buyer or Seller is a party or by which Buyer or Seller bound;and(iii) require the consent or approval of any other third party. The Parties executing the Agreement are authorized by their respective organizational documents to enter into the Agreement and bind each Party to the terms hereof. It is understood by both Parties that this LOI is non-binding and is simply an indication of the current terms and conditions under which the Buyer is willing to go forward with purchasing said Property. Notwithstanding the foregoing,at the time the Buyer is selected by Seller pursuant to the RFP/RFQ the Parties may negotiate and revise this LOI,and any exhibits,as necessary in order to reach agreed upon Terms. Parties agree to work in good faith to finalize and execute the Purchase and Sale Agreement under the same terms and conditions contained within the final executed LOI. This LOI may be executed in one or more counterparts,each of which shall be deemed an original,but all of which will be deemed one instrument. Parties may execute this LOI and transmit same by facsimile or email,and in such event,agree that acceptance by facsimile or by email shall be treated in the same fashion as an original signature. The Effective Date of this LOI shall be on the later of the dates as executed by both Parties below. (SIGNATURE PAGE TO FOLLOW) Buyer,?f f r Seller AFFILIATED DEVELOPMENT By signing below Parties agree to the terms and conditions contained herein. AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: BUYER:BB QOZ,LLC, SELLER:Boynton Beach CRA DATE ,__, 1 _.. DATE: BY: a. BY: NAME:J � NAME: Steven B.Grant �4j TITLE:Manager TITLE:Mayor and Chair Q Buyer_.4,. . Seller_...... EXHIBIT"A" PARKING PLAINS 1 m m d � O o ..a m m t p N -- - --------- -- - co n b gg��jj 1 � _ 5 L^ { 111 n e I z , 0vm bl .nL+..ara e��.wo aac s.,�m.,ro.oE ff...or Tis.w.moar:„iomzvoe.,c vu+z x,o srmnvmxz won.wm mz nmo,a.�o woe axm eornw,�u.. ME.�.az�.z wz..oowo,wz..oe.�,i.m o.„c iwi wo,owm um cwmm wz riawn swizz �} n 9 f' MSA ARCHTECTs INC. AAO- L�OMSA THE PIERCE E AFFILIATED DVLOPME ARCHITECTSNTN m v%, " LOCATED AT. e BOYNTON BEACH, FLORIDA ` ARCHITECTURE&PLANNING y '��) , mE.��-� aoe��o..W����o��m�s�P�a Eo����„moo=m.,mm.��✓�^E��e�r,�E,�e«..��"a�wo.�A�,�,�E wg��.TME,�wR�.. I � EXHIBIT"B" PRELIMINARY SITE PLANS 2 I OCEAN BOULEVARD Al M t „yf3tt3 ' , r m ' fill Tt ) \ i ,, t i* fn @ — + r t ' t a tt �{3i 1�r1'1if S m u t1S1l0 +3� t Or } - r, f }: NE 1ST AVENUE fi iT 15 rn t " 3rOw ^ I. _ �z _ � 9, 7 C X D E y) m L r v Al mid 3 f z f G 3 + f Izx M,WN& w v u U � o ;tt Sn, 4 r 1444 FY 1 i ' 4+ 4 I _ ql�w S bS t 5 a13kti3s tS1\tSs:< ?ssse p ' �c� 6� 39t4?9ii`I I zs% a r � > PR A S:j._. p ,kC�, - nlif MSA , y g MSA Awcwnec s,INC. P THE PIERCE AFFILIATED"DEVELOPMENT UPMENT l9ARCHITECTS11 BOWNTON BEACH, FLORIDA � I AR HITECTURE&PLANNING EXHIBIT"C" 2 AFFILIATED . D E V E L 0 P M E N T October 5,2021 Boynton Beach Community Redevelopment Agency ATTN. Ms.Thuy Shutt,Director 100 East Ocean Avenue,4h Floor Boynton Beach,FL 33435 COPY TO: City of Boynton Beach ATTN: Ms.Lori LaVerriere 100 East Ocean Avenue,4u'Floor Boynton Beach,FL 33435 RE: Letter Of Intent to enter into a Lease Agreement,as further defined below Ms.Shutt&Ms.LaVerriere: We are pleased to present the following Letter of Intent("LOI")to outline certain basic terms under which Affiliated Development proposes to lease parking spaces in a Parking Garage(hereinafter defined). The Terms and Conditions areas follows: 1. PARKING GARAGE. A stand-alone parking garage structure containing approximately 573 parking spaces,as constructed by Tenant(or Tenant's affiliate)as part of the Project,as further defined herein,and located at the intersection of NE 1�l Avenue(to the south)and NE 4*h Street(to the west)in Boynton Beach,Florida. The Parking Garage will contain approximately 150 parking spaces dedicated to the public. Z. O ECT: The Tenant is constructing a mixed-use project containing a mixed-income workforce housing rental apartment building,restaurant and retail space,office space,and the Parking Garage,per the preliminary site plan shown in ExibitA,which shall be adjusted as may be necessary in order to finalize land use approvals. 3. LANDLO Boynton Beach CRA and/or the City of Boynton Beach. 4. TENANT: BB QOZ,LLC,or another entity managed by Affiliated Development principals,Jeff Burns and Nick Rojo. 5. AGREEMENT: Within 90 days following the execution of this LOI,Landlord and Tenant will execute a lease agreement(the"Agreement")consistent with the terms and conditions contained herein. 6. SUBTENANTS: Tenant shall be permitted to enter into sublease agreements with residents of the Project's apartment building. Subtenants shall have the ability to access the Demised Premises provided Subtenants adhere to the Rules and Regulations contained in the Agreement. 7. BASE BUILDING IMPROVEMENTS: Concrete structure with sloped parking on the ramps to connect each floor of parking. The bottom floors will be used for public parking and parking for the Project's commercial tenants,while the upper floors will be used exclusively for Tenant's Permitted Use and separated by a metal lift/swing gate in order to provide Subtenants secure access to the Demised Premises. 1 Buyer;___ Seller, / AFFILIATED A=\--\-, DEVELOPMENT 8. DEMISED PREMISES:Landlord hereby agrees to lease to Tenant,and Tenant hereby agrees to lease from Landlord approximately 326 parking spaces on the top floors of the Parking Garage,as more further defined in Exhibit B. 9. PERMITTED USE:Tenant,and it's Subtenants,may use the Demised Premises and Parking Garage for purposes of providing permanent resident and temporary guest parking for Subtenants'passenger vehicles and consistent with the Rules and Regulations. 10. TERM: 50 years with one 50-year option. 11. BASE RENT: $191500 per month. 12. BASE RENT INCREASES: 1.5%per year. 13. ADDITIONAL RENT: Tenant's pro rata share of garage operating expenses including(but not limited to):security,elevator systems,cleaning,utilities,maintenance and repairs,pest control,fire safety systems,insurance,supplies,landscaping,and signage. Notwithstanding the foregoing,Additional Rent shall be in an amount not to exceed 7%of Base Rent. Additional Rent shall exclude any costs and expense solely and directly unrelated to Tenant Use. 14. POSSESSION DATE: Tenant,and Subtenants,shall have the ability to access the Parking Garage and Demised Premises for their Permitted Use anytime after a temporary certificate of occupancy is issued for the Parking Garage, 15. RENT COMMENCEMENT DATE: The date on which the Tenant receives a certificate of occupancy allowing all residential units and ancillary common areas within the Project's residential apartment building to be occupied by Subtenants,or earlier at the election of the Tenant,provided a Possession Date has been achieved. 16. RULES AND REGULATIONS: Tenant,and Subtenants,shall agree to use the Parking Garage and Demised Premises in a safe and lawful manner,which shall be in accordance with rules and regulations that mutually agreeable to the Parties in the Agreement. 17. INSURANCE:, Tenant shall,at its cost,procure and maintain and keep in force at all times General Liability Insurance with limits agreed to amongst the Parties. 18. EQRCE MA EURE: Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire,floods,embargoes,war,acts of war(whether war be declared or not),acts of terrorism,pandemics,insurrections,riots,civil commotions, strikes,lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority,or the other Parry. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s)of any such delay(s). 19. MANAGEMENT: Management of the Parking Garage shall be by an independent third party management company agreed to amongst the Parties. Buyer C"' Seller UATED DEVELOPMENT 20. AUTHORITY: Both Parties represent that the execution and delivery of the LOI and Agreement and the consummation of the transactions contemplated hereby do not and will not(i)violate or conflict with the organizational documents of Landlord or Tenant; (ii) breach the provisions of,or constitute a default under,any contract,agreement,instrument or obligation to which Landlord or Tenant is a party or by which Landlord and Tenant bound;and(iii)require the consent or approval of any other third party. The Parties executing the Agreement are authorized by their respective organizational documents to enter into the Agreement and bind each Party to the terms hereof, It is understood by both Parties that this LOI is non-binding and is simply an indication of the current terms and conditions under which the Tenant is willing to go forward with leasing the Demised Premises. Notwithstanding the foregoing,at the time the Tenant is selected by Boynton Beach CRA pursuant to the RFP/RFQ,the Parties may negotiate and revise this LOI,and any exhibits,as necessary in order to reach agreed upon Terms. Parties agree to work in good faith to finalize and execute the Agreement under the same terms and conditions contained herein. This LOI may be executed in one or more counterparts,each of which shall be deemed an original,but all of which will be deemed one instrument. Parties may execute this LOI and transmit same by facsimile or email, and in such event,agree that acceptance by facsimile or by email shall be treated in the same fashion as an original signature. The Effective Date of this LOI shall be on the later of the dates as executed by both Parties below. (SIGNATURE PACE TO FOLLOW) 3 Buyer_~ F Seller_......_.-_._.... ....._.. AFFILIATED D E V E L O P M E N T By signing below Parties agree to the terms and conditions contained herein. AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: TENANT:BB QOZ,LLC, LANDLORD:Boynton Beach CRA and/or City of Boynton Beach DATE: ` 1 ,' DATE: BY: L... 1 BY: __ ............ ....-.n..._.....,.._..v.._..�.._........... ...__._._... NAM7E:11 Burr s NAME: Steven B.Grant TITLE:Manager TITLE:Mayor and Chair r 4 Buyers. ._.. EXHIBIT"A" PRELIMINARY SITE PLANS 2 ,tV'1 am ry — — � 11411 1 OCEAN BOULEVARD 1 �3f YO CID u I 1 Siiy �, , (�r� 31;5� m fi,r} DST{��t { sy fit jt' t t, m n i rw a NE 1ST AVENUE � `tom NF cXi O0D �i �' \ m { 1 a V4'm �� ,I 411 th„ t ctrl;' s w;. # tttti s.,. I aTMeA .ic y� y y # J"ga tA ! el �L A t, � F� 1. _ �`•� ,4, 4A, I i as i'm u i# .� § �U! {} 7't, ,tss { t( }u �( w t iur, cI St `stfr� �, o l ® C" " - , -sE m Ia ,'" MSA MSA AR IIECTs INC THE PIERCE a maa�mw. PS FM�^ rc AFFILIATED DEVELOPMENT ARCHITECTS ®w`Flaa s5ad! LOCATED AT: c a Haase: DOYNTON BEACH,FLORIDA ARCHITECTURE&PLANNING �µ®�waw _. j EXHIBIT"B" PARKING PLANS 1 O m - m �A � � I __. � .,a•.;: � G ! >',,. a Y a e o ...a .. M r. LS z c. cn , m �i b ucxmm�emww moa nmuwr.m ra can rc TM..wairrcrs moxiawa,�sews.xo armrrno ^�'"E nm�a+exuwo .�E soar ni,oma.s mnxu.m�nff T PIERCE ~g' MSA ARCNITECIS IAC IZ �� THE PIERCE --.-n=--_ D �) S/ , AAC000695 FORg' N n rob A gn m sPARCHITECTS AFFILIATED DEVELOPMENT LOCATED Ar u BOYNTON BEACH, FLORIDA ARCHITECTURE&PLANNING - - ,� -- U-i O JV O 4-1 _0 C) I Z dik ATTACHMENT"D.1" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For PrincipalOOwner: Please use a separate form for each princiaal/owner} As Principal/Owner of Proposer, I Nicholas Rojo (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into my credit worthiness. Such consent and authorization are given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my credit worthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims, past present or future, which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Affiliated Development Principal/Owner Name: Nicholas Rojo Date of Birth: 06/17/1982 Current Home Address: 528 Greenway Drive North Palm Beach, FL 33408 Previous Home Address: 307 Wildermere Rd West Palm Beach, FL 33401 Email:—NRojo@AffiliatedDevelopment.com phone #: 561-644-0853 Signature: Date: Print Name: Nicholas ojo —'/'PA.;4' I Page 21 of 30 ATTACHMENT"D.1" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For Principal/Owner: LPlease use a separate form for each principal/owner) As Principal/Owner of Proposer, I Jeffrey R. Burns (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into my credit worthiness. Such consent and authorization are given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my credit worthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims, past present or future, which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Affiliated Development Principal/Owner Name: Jeffrey R. Burns Date of Birth: 04/13/1982 Current Home Address: 804 N Rio Vista Blvd Fort Lauderdale, FL 33301 Previous Home Address: 720 Ponce de Leon Dr Fort Lauderdale, FL 33316 Email: JBurns@Affiliated Development.comPhone#: 954-798-6030 Signature: --Date:,t 0 ffer # - Print Name: Jey urns Page 21 of 30 ATTACHMENT"D.2." AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer(Business Entit The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the Proposer. Such consent and authorization are given with respect to any and all persons who may conduct an investigation of the proposer's credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a proposal is selected by the BBCRA Board. This proposer hereby waives any and all claims, past present or future, which the proposer may have against the BBCRA by reason of any credit investigation made pursuant to proposer's consent and authorization herein given to the BBCRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Proposer (Business) Name (D/B/A if applicable): Affiliated Development (Developer: BB QOZ, LLC) Current Business Address: 613 NW 3rd Ave, Suite 104 Fort Lauderdale, FL 33311 Federal Tax ID# 82-3300420 (86-1545855) State of Incorporation:_ Florida Phone #: 954-953-6733 Fax#:,- Authorized Signature: Date: I b m Print Name: Jeffrey R. PuTitle: Manager Page 22 of 30 ATTACHMENT"G" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the business identified as "Proposer" below. YY By: Print Na� Jeffrey R. Burns STATE OF FLORIDA COUNTY OF PAW-_SZXM� THE OREGGING INSTRUMENT was cknowledged before me this day of a a, 20�, by _ ., ,,, o who is personally known„to me or who has respectively produced as identification and did not take an t Notary Public: f Print Name: k "� Commission No: (Se I) , MICHELLE A RICE �pWY pU® M Commission Expires: ___ `.State of Florida-Notary Public Y P , wp Commission # GG 159518 MY Commission Expires November 13, 2021 Page 25 of 30 ATTACHMENT"G" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency(BBCRA)or the City of Boynton Beach an °LafoWation in your possessi l regarding the business identified as "Proposer" below. . "^ �v By: _ Print Name: Nic as Rojo STATE OF FLORIDA COUNTY OF PALWS ASH THE FOREGOING INSTRUMENT was acknowledged before me this day of 20-211 by .- who is personally, known to me or who has respectively pro ced as identification and did not take an oath. .. Notary Public: Print Name: - MICHELLE A RICE Commission No: (Seal) state of Florida-Notary Public Commission # GG 159518 My Commission Expires: My Commission Expires November 13, 2021 Page 25 of 30 U-i Ll- > DEVELOPMENT October 15, 2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt, Director 100 East Ocean Avenue,4th Floor Boynton Beach, FL 33435 RE: Written Statement on legal action involving the Proposer Ms. Shutt: I am writing this letter to inform you that Affiliated Development, BB QOZ, LLC,or any related entities or subsidiaries thereof,have not been named in any current or past civil or criminal legal actions. Sincerely w,w 4 Nicholas Rt Manager, BB QOZ, LLC n - Lu 4-j 4-j m 4-j U) tu ;;' ",. D E V E LO P M E N T October 15,2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt, Director 100 East Ocean Avenue,41h Floor Boynton Beach, FL 33435 RE: Written Statement on outstanding financial obligations of Proposer Ms.Shutt: I am writing this letter to inform you that Affiliated Development, BB QOZ, LLC,or any related entities or subsidiaries thereof,are not in arrears on any taxes or financial obligations to the Boynton Beach CRA,the City of Boynton Beach or any other municipal or state entities. 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N }' ca N (n U f6 O i U N N a� N J N �O > Q O O U N •N m x N m ateJ p m cn l0 D E U > L'7 ca a� o a �_ �_ �_ a �►r�' "' +., a-J — Q m 0_ 70 ) an O 2 0 ° � o o � � a O O ca +N-+ O >: N Q v Q Q Q U H 4-j Q U O 4-+ M ca H n - Lu E 0 U- U- C: I 0 co 0 4-j F Ah dh b9-- II I JLL ATTACHMENT"E" CITY OF BOYNTON BEACH PLANNING AND DEVELOPMENT DEPARTMENT FORM Proposer(s): Affiliated Development has met with the City's Planning&Development Department to review the development that will be proposed within the 115 N. Federal Highway Block consisting of the following addresses and Property Control Number(s): Attachment"A" Property Addresses(check all applicable) Property Control Numbers IX BBCRA-owned Parcels 508 E. Boynton Beach Boulevard 08434528030010060 NE 11t Avenue 08434528030010100 NE 4t'Street 08434528030010080 115 N. Federal Highway 08434528030060010 ❑ #1 510 E. Boynton Beach Boulevard (Ace) 08434528030010030 ❑ #2 217 N. Federal Highway(S&F Properties) 08434528030010010 ❑ #3 209 N. Federal Highway(Camalier) 08434528030010121 X #4 101 N. Federal Highway(Rajas Family Investments, Inc.) 08434528030060130 X #5 500 Ocean Properties, LLC(Oyer) 511 E. Ocean Avenue 08434528030060100 515 E.Ocean Avenue 08434528030060111 529 E.Ocean Avenue 08434528030060120 General Summary of Proposed Mixed Use Development (check all applicable): K Approximate Gross Area of Non-residential/Commercial Uses 16,800 s.f. �J Approximate Total Number Market Rate Residential Units 118 Z Total#Rental Units 118 ❑ Total#For Sale/Condo Units. �I Approximate Total Number of Workforce Housing Units 118 ❑ Total#Rental Units 118 ❑ Total#For Sale/Condo Units_ ❑ Other Uses Approximate Overall Height 86 feet Approximate Number of Stories 8 Approximate Total Parking Spaces(including additional Public Parking Spaces) 601 Pre-development/Entitlement Applications(check all applicable): 0 Future Land Use Amendment ❑ Rezoning ❑ Conditional Use for 2 Site Plan Approval ❑ Replat rt - .� Other c � ,�c -/c c � � �Ie -7 �a 145 GCT 141: s City of Boynton Beirc Planning& Development Dept. 4 Staff Name/Signature: Date: /0 — Page 23 of 30 U-i Ll- > C: a) E cr 0 U1 ) dh b9-- • • } n ZA 1- .. 0 i i i CL i ���`�� Vi},� �s ,+ '�}• �1y~r tr,�t��. � �� �Ytllil� �!���;�iS�j}�� � } ,f'nr � � i� � ,i��,,t�a,�i. ��i�. s rt i r g } r} Ti i< 2 } s ,e a i } i iKi i�`�t t r i ( f ATTACHMENT"H" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications 115 N. Federal Highway Infill Mixed-Use Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ® Yes ❑ No Date 08/27/2021 No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4❑ Yes ❑ No Date No. 5 ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ® Other, please specify: E-mail Authorised 5i nature Jeffrey Burns Print Name Manager Title 08/27/2021 Date Page 26 of 30 ATTACHMENT"H" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications 115 N. Federal Highway Infill Mixed-Use Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ® No Date No. 2 ® Yes ❑ No Date 09/24/2021 No. 3 ❑ Yes ❑ No Date No. 4❑ Yes ❑ No Date No. 5 ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ® Other, please specify: E-Mail Authorized Si 'name,,:. �a Jeffrey Burns Print Name Manager Title 09/24/2021 Date Page 26 of 30 ATTACHMENT"H" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications 115 N. Federal Highway Infill Mixed-Use Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3® Yes ❑ No Date 10/04/2021 No. 4❑ Yes ❑ No Date No. 5❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: BBCRA Website `x Q Newspaper Ad ❑ City Hall ® Other, please specify: E-mail Autho ed ignature Jeffrey Burns Print Name Manager Title 10/05/2021 Date Page 26 of 30 ATTACHMENT"I" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: Submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; submit a bid proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; submit bids, proposals, or replies on leases of real property to a public entity; be awarded or perform work as a contractor, supplier,subcontractor or consultant under a contract with any public entity;or transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that proposer has not been placed on the convicted vendor list within the past 36 months and complies fully with the above requirements. Affiliated Development Proposer Name � Authrizei ature Jeffrey Burns Print Name Manager Title Date Page 27 of 30 ATTACHMENT"J" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that Affiliated Development , the proposer responding to this RFP/RFQ, maintains a drug-free workplace program, and that the following conditions are met: (1) Proposer publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying the actions that will be taken against employees for violations of such programs. (2) Proposer informs employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Proposer gives each employee engaged in providing the commodities or contractual services included in this RFP a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), proposer notifies the employee that, as a condition of working in the commodities or contractual services covered under this RFP/RFQ, he/she will abide by the terms of the statement; and will notify the employer (proposer) of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Proposer imposes a sanction on, or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that proposer complies fully with the above requirements. Authorized Signature:g � Date Name &Title (typed) Jeffrey Burns/ Manager Page 28 of 30 ATTACHMENT"K" CERTIFICATION OF NON-SCRUTINIZED COMPANY Affiliated Development , as proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the proposal or the execution of any Agreement arising out of this RFP/RFa the BBCRA may disqualify the Proposal and/or terminate the Agreement. Affiliated Development Proposer Name By: Autf�briz-erpresentative of Proposer E�. Date: r STATE OF COUNTY OF SWORN TO and subcr'bed before me this day of N 20 ' b y nj V1qS--7' Such person (Notary Public must check applicable box): Kis pesonally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) { P�YwUe% MICHELLE A RICE State of Florida-Notary Public Commission # GG 159516 -,;rEo F°pr My Commission Expires ' %++ November 13, 2021 Page 29 of 30 U-i Ll- > C: a) E 0') 0 0 C: _Ile FL dh bF9"_-7- Im --qqq ATTACHMENT"L" ACKNOWLEDGMENT LETTER PROPOSER(S) SHALL INCORPORATE THIS ACKNOWLEDGEMENT LETTER IN THEIR SUBMITTAL PACKAGE Re: Boynton Beach Community Redevelopment Agency Request for Proposal/Request for Qualifications (RFP/RFQ) dated July 23, 2021 115 N. Federal Highway Infill Mixed-Use Redevelopment Project To Whom It May Concern: The undersigned has read the Boynton Beach BBCRA(BBCRA) Request for Proposal/Request for Qualifications (RFP/RFQ) for the 115 N. Federal Highway Infill Mixed-Use Redevelopment Project,dated July 23,2021. On behalf of proposer identified below and our proposal team, we agree to and accept the terms, specific limitations, and conditions expressed therein. We have read, rely upon, acknowledge and accept the BBCRA's disclosure and disclaimer, which is fully incorporated by reference into this letter, and certify that all of the requirements as described in the RFP/RFQ are met and all required documents are enclosed. We further certify that all information presented in this proposal, and all of the information furnished in support of the proposal, is true and complete to the best of our knowledge and belief, and we are aware of the fact that making false statements or presenting false information that results in an Agreement may be penalized to the maximum extent allowed by law. Sincerely, Affiliated Development Name of Proposer Jeffrey R. Burns, Manager o Print Name and Title Authori ed ig ture "- , Date Page 30 of 30 BOYNTO C D m'suBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 NEW BUSINESS AGENDAITEM: 17.A. SUBJECT: Audited Financial Statements - FY 2020-2021, Fiscal Year Ended September 30, 2021 SUMMARY: The Fiscal Year 2020-2021 financial auditor's annual report and audited financial statements were performed by the independent certified public accounting firm of Sanson, Kline, Jacomino & Tandoc LLP (SKJ&T) and are being presented to the CRA Board for their review and approval (see Attachments I & 11). The Statutory objective of the required annual audit is to assure that the financial statements of the CRA are fairly represented and in accordance with generally accepted accounting principles and governmental accounting standards as well as for compliance with applicable laws and regulations. During the annual audit, the auditors examined the Agency's financial records to obtain reasonable assurance that the financial statements are free from any material misstatements. Examples of the types of documents the auditors review and test are: General ledger transactions; bond or loan issuance or refunding; journal entries; adopted budget and budget amendments; operational, administrative, human resource and financial policies and procedures; personnel records; payroll records; Board meeting minutes; and contracts and contract compliance including real estate closings. The audit as performed by SKJ&T acknowledged the following: • No internal control deficiencies • No audit findings of noncompliance issues • No audit adjustments • Cash position remains strong at $16.4 million in all funds with sufficient fund balance for working capital and ongoing project funding For the 13th year in a row, the Boynton Beach CRA has received a clean annual audit opinion for the financial operations of the Agency for FY 2020-2021. Richie Tandoc, a partner in Sanson, Kline, Jacomino & Tandoc, LLP (SKJ&T) will be present at the March 9, 2022, CRA Board virtual meeting to provide an annual audit report summary and answer any questions from the CRA Board if needed. FISCAL IMPACT: FY 2021-2022 Budget, General Fund, Line item 01-51420-200, $18,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Accept and approve the Fiscal Year 2020-2021 audited financial statements for the period beginning October 1, 2020, and ending September 30, 2021. ATTACHMENTS: Description D Attachment I -2021 BBCRAAudit Results D Attachment II -2021 BBCRA Financial Statements 9.30.2021 "f 14,' �t •i � f, i �" ". •JSt ft'= - 1 £ I' 1S4' i � 441{4 iv. i cif� ui�JI) I Ii i� ti I 4 x•rxi\ ^5�g w"- 7 "( i 4 _ m i tF 1 ; 6.4 ,Boynton Beach Communit Rede el genc 2021. Audit Results and 'Required Communications Report to Thoser ' Governance Sanson,Kline,Jacornino&Tandoc,LLP 5805 Blue Lagoon Drive I Suite 1451 Miami,FL 33126 Tel!(305)269-8633(Fax:(305)265-0652 1 www.skjtllp.com December 15,2021 Management and Board Members Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach,Florida 33435 Dear Management and Board Members: We are pleased to present the results of our audit of the basic financial statements of the Boynton Beach Community Redevelopment Agency(the Agency)for the year ended September 30,2021. This report summarizes our audit,the scope of our engagement,and key observations and findings from our audit procedures for the year ended September 30, 2021. This report also contains the communications required by our professional standards and by Government Auditing Standards. The audit was designed to express an opinion on the Agency's 2021 basic financial statements. In accordance with professional standards, we obtained a sufficient understanding of internal control to plan the audit and to determine the nature, timing, and extent of tests to be performed. However, we were not engaged to and we did not perform an audit of internal control over financial reporting. This report is intended solely for the information and use of those charged with governance of the Agency, and is not intended to be and should not be used by anyone other than these specified parties. We appreciate this opportunity to meet with you to discuss the contents of this report, and to answer any questions that you may have about this report or any other audit-related matters. If you have any questions, please contact Richie C. Tandoc,Partner in charge of the audit,at(3 05)269-8633,ext. 8016. Very truly yours, o nton Beach Community Redevelopment Agency 2021 Audit Results and Required Communications Generally Accepted Auditing Standards and Government Auditing Standards require the auditor to communicate certain matters to those charged with governance that may assist in overseeing management's financial reporting and disclosure process. Below is a summary of these required communications,and our response to each,as they apply to the Agency as of and for the fiscal year ended September 30,2021. Required Communication Response Auditors'Responsibilities l finder Generally Accepted Auditing Standards( AAS)and Governnicnt Midi ing Standards(CAS) Our responsibility is to express opinions on the Agency's We have issued an unmodified opinion(i.e.a clean opinion) financial statements based on our audit conducted in accordance on the Agency's basic financial statements for the year ended with auditing standards generally accepted in the United States September 30,2021. and Government Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable We have also issued our report on the Agency's internal assurance about whether the financial statements are free of control over financial reporting and on compliance and other material misstatement. matters for the year ended September 30,2021. We noted no material weaknesses or material noncompliance issues. In addition,we are required to report on the Agency's internal control over financial reporting and on compliance and other Both reports were dated December 15,2021. matters. However,providing assurance on the internal control or compliance with certain provisions of laws,regulations, contracts,and agreements was not an objective of our audits, and accordm xIy.we do not ex ress such o.inions. Significant:Accounteaag Policies Initial selection of and changes in significant accounting The Agency's significant accounting policies are described in policies or their application and new accounting and reporting Note 1 to the financial statements. standards during the year must be reported. Accounting principles selected by management are consistent In addition,we must discuss our judgments about the quality, with those prescribed by government accounting standards, not just the acceptability,of the accounting policies as applied and the Agency's financial statements and related disclosures in the Agency's financial reporting. are clearl resented in a complete manner. Accou Ming Estimaates The preparation of the financial statements requires the use of For fiscal year ended September 30,2021,management's accounting estimates. We are required to inform the Board of judgment was called upon to establish the useful lives of such accounting estimates and about our conclusions regarding capital assets. We have determined that such estimates are the reasonableness of those estimates. reasonable. Methods af'Accounting for Significant Unusual Transactions and for Controversial or Emerging Arcaas We are required to inform those charged with governance about We did not identify any significant unusual transactions by the methods used to account for significant unusual transactions the Agency or any significant accounting policies used by the and the effects of significant accounting policies in Agency related to controversial or emerging areas for which controversial or emerging areas for which there is a lack of there is a lack of authoritative guidance. authoritative Guidance or consensus. Signif skint and/or Unadjusted Audit Adjustments We are required to inform those charged with governance about We did not identify any material audit adjustments during our auditor adjustments arising from the audit(whether recorded or audit of the financial statements as of and for the fiscal year not)that could,in our judgment,have a significant effect, ended September 30,2021. individually or in the aggregate,on the Agency's financial statements. 1 Boynton beach Community ede e op ent Agency 2021 Audit Results e nd Required Cominumications RequiredCommunication Response Freed and Illegal Acts We are required to inform those charged with governance about We are not aware of any fraud or illegal acts that occurred any and all fraud and illegal acts involving senior management during the fiscal year involving senior management,or any and any fraud and illegal acts(whether caused by management fraud or illegal acts involving any employee that would cause or other employees)that cause a material misstatement of a material misstatement of the financial statements. financial resources. l isa reements or lit`t°icultics,writ Iarrag;ement We are required to inform those charged with governance about We did not encounter any significant disagreements or F any significant disagreements or difficulties encountered with difficulties with management during the course of the audit. management. Major°Issues lti:rr°ros rbd with t"Floor°to Rrlenliom We are required to inform those charged with governance about We did not discuss any major issues with management prior any major issues discussed with management prior to retaining to retaining us as your auditors. us as auditors. Independence We are required to communicate with those charged with 1. There are no relationships between us and the Agency governance,at least annually,the following: and its related entities that,in our professional judgment, may reasonably be thought to impede our independence. 1. Disclose,in writing,all relationships between us and the 2. With regards to our audit of the Agency as of September Agency and its related entities that,in our professional 30,2021,we are independent with respect to the judgment,may reasonably be thought to impede our Agency,in accordance with Rule 101 of the American independence; Institute of Certified Public Accountants'Code of 2. Confirm in writing that,in our professional judgment,we Professional Conduct,its interpretations and rulings,and are independent of the Agency in accordance with Government Auditing Standards. generally accepted auditing standards and Government 3. We have not performed any non-audit services for the Auditing Standards;and Agency during the fiscal year ended September 30, 3. Disclose any non-audit services performed for the Agenc 2021,or thereafter. Management fetter We are required to issue a management letter responding to We have issued a management letter in accordance with the certain requirements in accordance with the Rules of the Auditor Rules of the Auditor General of the State of Florida,dated General of the State of Florida December 15,2021. Manag,cunr rrt Representations We are required to communicate with those charged with I We requested certain representations from management that governance about representations requested from management. are included in the management representation letter dated December 15,2021. 2 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Basic Financial Statements September 30, 2021 (With Independent Auditor's Report Thereon) BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) For the Year Ended September 30,2021 Table of Contents Page � FINANCIAL SECTION: Independent Auditor's Report 1 Management's Discussion and Analysis(Required Supplementary Information) 3 Basic Financial Statements: Government-wide Financial Statements: Statement of Net Position 9 Statement of Activities 10 Fund Financial Statements: Balance Sheet—Governmental Funds 11 Reconciliation of the Balance Sheet—Governmental Funds to the Statement of Net Position 12 Statement of Revenues,Expenditures and Changes in Fund Balances— Governmental Funds 13 Reconciliation of Revenues,Expenditures and Changes in Fund Balances— Governmental Funds to the Statement of Activities 14 Notes to the Basic Financial Statements 15 Required Supplementary Information: Budgetary Comparison Schedule(Unaudited)-General Fund 23 Notes to the Budgetary Comparison Schedule 24 COMPLIANCE SECTION: Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 25 Management Letter in Accordance with the Rules of the Auditor General of the State of Florida 27 Independent Accountant's Report on Compliance with Sections 163.387(6)and(7), Florida Statutes 30 FINANCIAL SECTION Independent Auditor's Report i Sanson,Kline,Jacomino&Tandoc,LLP 5805 Blue Lagoon Drive I Suite 220 1 Mhuni,FL 33126 Tel:(305)269-8633 1 Fax:(305)265-06521 www.sk-jtllp.com Independent Auditor's Report To the Board of Commissioners Boynton Beach Community Redevelopment Agency: Report on the Financial Statements We have audited the accompanying basic financial statements of the governmental activities and each major fund of the Boynton Beach Community Redevelopment Agency(the Agency),a component unit of the City of Boynton Beach, Florida, as of and for the year ended September 30, 2021, and the related notes to the financial statements, which collectively comprise the Agency's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Agency as of September 30, 2021, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. 1 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and budgetary comparison information on pages 3 through 8 and 23 through 24 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 15, 2021 on our consideration of the Agency's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency's internal control over financial reporting. Miami,Florida December 15,2021 2 Management's Discussion and Analysis BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 The Management's Discussion and Analysis (MD&A) of the Boynton Beach Community Redevelopment Agency (the "Agency") is designed to provide an objective and easy to read analysis of the financial activities based on currently known facts, decisions,and conditions. The MD&A provides a broad overview, short-term and long-term analysis of the Agency's activities based on information presented in the financial statements. Specifically,this information is designed to assist the reader in focusing on significant financial issues,provide an overview of the Agency's financial activity and identify changes in the Agency's financial position and its ability to address the next year's challenges. Finally,the MD&A will identify any material deviations from the approved budget. The Agency is an independent agency and a component unit of the City of Boynton Beach, Florida("City"). The Agency has presented its financial statements in accordance with the reporting model required by Governmental Accounting Standards Board Statement No. 34, Basic Financial Statements and Management's Discussion and Analysis for State and Local Governments. The information contained in this MD&A is only a component of the entire financial statement report. Readers should take time to read and evaluate all sections of the report, including the footnotes and required supplementary information provided. FINANCIAL HIGHLIGHTS For Fiscal Year 2020-2021, the Agency's tax increment revenues increased by 7.14% or $995,268 to approximately $14.93 million during the fiscal year. This resulted primarily from increased property values by 5.9%within the CRA district from residential,multi-family, condominiums and commercial properties. The Agency began the fiscal year with a net position balance of approximately$22.89 million. The Agency's total revenues for the year ended September 30, 2021 were approximately $17.36 million, while total expenses were approximately$15.87 million,increasing net position by approximately$4.03 million. The CRA's guiding document for annual budgeting,programs and projects is the CRA Redevelopment Plan. The CRA Redevelopment Plan is organized into six separate districts, each identified according to their character, history, location, land use make-up and intended purpose; 1) the Industrial Craft District; 2) the Heart of Boynton District; 3) the Cultural District; 4) the Boynton Beach Boulevard District; 5) the Downtown District; and 6)the Federal Highway District. While the Redevelopment Plan can be revised, it will remain the planning document used by the CRA for the next twenty years. The CRA, in cooperation with the City's Police Department, continues to fund the Neighborhood Officer Program(NOP)Innovative Policing Initiative in the Heart of Boynton. In 2020-2021,the partnership funded three Officers and a Civilian Community Service Officer to enhance the Unit's ability to provide a positive presence in the community. The goal of the program is to address crime holistically within the CRA Districts by promoting an atmosphere that emphasizes a sense of trust, caring and community investment. Public safety cultivates personal relationships between police personnel assigned to the neighborhood on foot and bike patrols and additional security patrol,recommendations,and/or resources to the business community. The CRA has partnered with the City on the Town Square Project which encompasses approximately eight acres of the total 16-acre site. The new 55,000 square foot City Hall and Public Library building opened in June 2020 along with the historic Boynton Beach High School building that was adapted and reused as the City's new Cultural Center and event center. The Town Square Amphitheater and Kapok Park opened shortly after the City hall building with their open spaces are being enjoyed by the public on a daily basis. In addition, the City initiated the production of a Central Energy Plant which has the capacity to service all of the public and private buildings within the Town Square Project area with chilled water to lessen the costs associated with running their large air conditioning systems. 3 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 A total of$12.05 Million of CRA funding was expended over the last four fiscal year budgets for the design drawings, permitting and construction of these improvements with an additional $3.7 million expended during Fiscal Year 2020-2021. The CRA has made a commitment through an Interlocal Agreement to provide funding over the next 18 years for the cost of completing the Town Square Project. Economic development assistance programs targeted to existing and new businesses within the CRA district continue to be successful. A total of 13 commercial development grant awards were approved and approximately $566 Thousand was disbursed during the fiscal year to businesses for facade improvements, interior renovations,and rent reimbursement subsidies. The Agency acquired key parcels within the CRA area such as the 115 and 133 NE 4t'Avenue and 407 NE I` Street properties which are essential for the future development of for sale affordable and workforce housing units within the Cottage District Infill Housing Redevelopment Project and the elimination of slum and blight. CRA funds were leveraged with the Solid Waste Authority grant and private sector funding to eliminate slum and blighted conditions and/or facilitated the redevelopment of these properties in furtherance of the CRA Plan. Examples of other redevelopment activities where there will be commercial asset turnaround in the near future include the 1102-1110 N.Federal Highway and the 401-411 E. Boynton Beach Boulevard properties. OVERVIEW OF THE FINANCIAL STATEMENTS The Agency's basic financial statements are comprised of the 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the basic financial statements. This report also contains required supplementary information in addition to the basic financial statements themselves. Government-Wide Financial Statements The government-wide financial statements provide readers with a broad overview of the Agency's finances, in a manner similar to a private-sector business. In addition, the government-wide statements are prepared using the accrual basis of accounting. The Statement of Net position(balance sheet)presents information on the Agency's assets and liabilities,with the difference between the two reported as net position. The Statement of Activities (income statement)presents information showing how the Agency's net position changed during the most recent fiscal year. All changes in revenues are reported as soon as underlying events giving rise to the change occur regardless of the timing of related cash flows. The expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods. The government-wide financial statements present functions of the Agency that are principally supported by tax increment financing (governmental activities). The governmental activities of the Agency include general government activities, public safety and redevelopment projects. Thus,the Agency has no business- type activities. The government-wide financial statements are found beginning on page 9 of this report. Fund Financial Statements The governmental fund financial statements provide readers with an overview of each fund and its related function in a traditional format. A fund is a grouping of related accounts that maintain control over resources that are segregated for specific activities or objectives. The Agency, like other state and local governments, uses fund accounting to ensure and demonstrate legal compliance with finance-related legal requirements. 4 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 The Agency utilizes three funds for the fiscal year ending September 30,2021,the General Fund, which is a governmental fund,the Debt Service Fund, used for servicing all debt payments and the Projects Fund, from which all capital outlays financed from Bond proceeds or other sources of financing are spent. Governmental funds Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However,unlike the government-wide financial statements,the governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financing requirements. The focus of governmental funds is narrower than government-wide financial statements, and it is therefore useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By comparing and contrasting,readers may better understand the long-term impact of the Agency's near term financing decisions. The "Balance Sheet — Governmental Funds" and "Statement of Revenues, Expenditures, and Change in Fund Balance — Governmental Funds" are reconciled as shown on the"Reconciliation of the Balance Sheet—Governmental Fund to the Statement of Net position" and the "Reconciliation of the Statement of Revenues, Expenditures and Change in Fund Balance — Governmental Funds to the Statement of Activities" to facilitate the comparison between the governmental funds and governmental activities. The Agency adopts an annual appropriated budget for its General Fund. A budgetary comparison schedule provided for the General Fund demonstrates compliance with this budget. The basic governmental funds financial statements can be found beginning on page 11 of this report. The reconciliations between the governmental funds and governmental activities are found on pages 12 and 14. Notes to the Basic Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and the fund financial statements. These notes to the basic financial statements begin on page 15 of this report. In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the Agency's budget to actual results for the General Fund for the current year. The required supplementary information can be found on page 24 and 25 of this report. GOVERNMENT-WIDE FINANCIAL ANALYSIS As noted earlier, net position may serve over time as a useful indicator of a government's financial position. In the case of the Agency, assets exceeded liabilities by approximately $26.33 million at the close of the most recent fiscal year. However, the largest portion of the Agency's total assets, 55%, is reflected in its capital assets. Summary of Net Position September 30, 2021 2020 Assets Current and other assets $ 16,667,600 $ 14,511,763 Capital assets 20,828,197 19,982,966 Total assets 37,495,797 34,404,729 5 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 Summary of Net Position(continued) September 30, 2021 2020 Deferred outflows of resources 598,760 808,163 Liabilities Current liabilities 2,693,254 1,978,936 Long-term liabilities 8,469,916 10,341,493 Total liabilities11,163,170 12,320,429 Net position Invested in capital assets,net of related debt 11,919,437 8,915,803 Restricted for: Capital projects 11,852,619 11,040,801 Debt service 120,621 116,097 Unrestricted 3,038,710 2,819,769 Total net position $ 26,931,387 $ 22,892,462 The Agency has restricted assets for various capital projects. Governmental Activities Governmental activities increased the Agency's net position by approximately $4.04 million. Key elements of this decrease are detailed as follows: Summary of Changes in Net Position Year Ended September 30, 2021 _ 2020 Revenues Program Revenues Charges for services $ 1,575,454 $ 1,168,931 General Revenues Tax increment revenues 14,928,164 13,932,896 Other revenues 358,301 389,213 Total revenues 16,.861,919 15,491,040 Expenses General government 3,661,949 3,620,707 Redevelopment projects 6,165,189 10,151,276 Interest on long-term debt 537,766 406,628 Loss on sale and disposal of capital assets 2,458,091 2,046,803 Total expenses 12,822,995 16 225,414 Change in net position 4,038,925 (734,374) Net position beginning of year 22,892,462 23,626,836 Net position end of year $ 26,931,387 $ 22,892,462 6 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 Tax increment revenues increased by approximately $995 thousand during fiscal year 2021, the result of increased taxable values. Year-to-year expenses decreased by approximately $3.40 million. This was due primarily to the decrease in redevelopment projects and increase in loss on sale of capital assets. FINANCIAL ANALYSIS OF THE AGENCY'S FUNDS The focus of the Agency's governmental funds is to provide information on near-term inflows, outflows and balances of expendable resources. Such information is useful in assessing the Agency's financing requirements. In particular, unreserved fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. At the end of fiscal year 2021, the Agency's governmental funds reported an ending fund balance of approximately $15.83 million, of which approximately $179 thousand is nonspendable, $4.90 million is committed, $9.61 million is assigned and $1.14 million is unassigned funds. GENERAL BUDGETARY HIGHLIGHTS In fiscal year 2020-2021, actual total revenues were favorable over budgetary estimates by approximately $271 thousand, and actual total expenditures were favorable over budgetary estimates by $407 thousand. Refer to page 24 for budgetary comparison schedule. CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets During the year end September 30,2021,the Agency spent approximately$3.5 million in capital assets. This includes approximately$1.21 million for properties acquired in the CRA district targeted redevelopment plan for MLK Corridor and Cottage District and$1.39 million for future redevelopment of the southeast Seacrest corridor. The CRA transferred one property to the City of Boynton Beach with a total book value of approximately $468 thousand, which include the building for approximately $405 thousand, furniture and fixtures for approximately$16 thousand, and land for approximately$47 thousand. Long-Term Debt At the end of fiscal year 2021,the Agency has total bond debt outstanding of approximately$10.17 million. Of this amount, approximately $7.44 million represents the 2012 refunding Revenue Bonds and $2.73 million represents the 2015 Revenue Bonds. ECONOMIC FACTORS AFFECTING NEXT YEAR'S BUDGET Assessed property valuations within the community redevelopment district increased approximately 5.9% versus prior year resulting in an increase in tax increment revenues of $995 thousand, net of estimated adjustments for tax roll certifications. The Agency's Board approved the 2020-2021 budget including utilization of tax increment revenues for a number of projects including key acquisition funding, funding for the Town Square project, infrastructure improvements, community police program, Heart of Boynton initiatives and the continuation of business and economic incentive programs. 7 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Management's Discussion and Analysis-Unaudited September 30,2021 REQUEST FOR INFORMATION This financial report is designed to provide a general overview of the Agency's finances. Questions concerning any of the information provided in this report or requests for additional information should be addressed to Vicki Hill,Finance Director at 100 E Ocean Avenue, 4t'Floor, Boynton Beach,Florida 33435. 8 Basic Financial Statements BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Net Position September 30, 2021 Governmental Activities ASSETS Cash and cash equivalents $ 16,440,102 Accounts receivables 15,708 Prepaids 179,119 Other receivables 32,671 Capital assets,net of accumulated depreciation: Land 16,161,903 Furniture and equipment 81,892 Renovations 670,668 Construction in progress 41,708 Building 2,997,448 Land improvements 870,002 Vehicle 4,576 Total assets 37,495,797 DEFERRED OUTFLOW OF RESOURCES Deferred amount on refunding 598,760 LIABILITIES Accounts payable and accrued expenses 314,054 Deposits payable 13,677 Due to City of Boynton Beach 500,000 Deferred Revenue 6,523 Long-term liabilities: Due within one year 1,859,000 Due in more than one year Bonds and loans payable 8,310,000 Compensated absences 159,916 Total liabilities 11,163,170 NET POSITION Net investment in capital assets 11,919,437 Restricted for: Capital projects 11,852,619 Debt service 120,621 Unrestricted 3,038,710 Total net position $ 26,931,387 The notes to the basic financial statements are an integral part of this statement. 9 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Activities For the Year Ended September 30,2021 Program Revenues Net(Expense) Revenue and Changes in Net -Expenses Charges For Services Assets Functions/Programs Governmental Activities: General government $ 3,661,948 $ 1,575,454 $ (2,086,494) Redevelopment projects 6,165,189 - (6,165,189) Interest on long-term debt 537,766 - (537,766) Total $ 10,364,903 $ 1,575,454 $ (8,789,449) General Revenues: Tax increment revenue $ 14,928,164 Tranfers and loss on sale of capital assets (2,458,091) Interest and other income 358,301 Total general revenues 12,828,374 Change in net position 4,038,925 Net position-beginning of year 22,892,462 Net position-end of year $ 26,931,387 The notes to the basic financial statements are an integral part of this statement. 10 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Balance Sheet Governmental Funds September 30,2021 Total Debt Service Governmental General Fund Projects Fund Fund Funds ASSETS Cash and cash equivalents $ 4,280,408 $ 12,039,073 $ 120,621 $ 16,440,102 Accounts receivables 15,708 - - 15,708 Prepaids 132,758 46,361 - 179,119 Due from other funds - 445,561 - 445,561 Other receivables - 32,671 - 32,671 Total assets $ 4,428,874 $ 12,563,666 $ 120,621 $ 17,113,161 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable and accrued expenses $ 109,530 $ 204,524 $ - $ 314,054 Deposits payable 13,677 - - 13,677 Due to City of Boynton Beach - 500,000 - 500,000 Due to other funds 445,561 - - 445,561 Deferred revenue - 6,523 - 6,523 Total liabilities 568,768 711,047 - 1,279,815 Fund Balances: Nonspendable 132,758 46,361 - 179,119 Commited 874,999 3,908,906 120,621 4,904,526 Assigned 1,717,033 7,897,352 - 9,614,385 Unassigned 1,135,316 - - 1,135,316 Total fund balances 3,860,106 11,852,619 120,621 15,833,346 Total liabilities and fund balances $ 4,428,874 $ 12,563,666 $ 120,621 $ 17,113,161 The notes to the basic financial statements are an integral part of this statement. 11 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Reconciliation of the Balance Sheet-Governmental Funds to the Statement of Net Position For the Year Ended September 30,2021 Fund balance-governmental funds $ 15,833,346 Amounts reported for governmental activities in the statement of net asset are different because: Capital assets used in governmental activities are not reported in the governmental funds. Capital assets-net of accumulated depreciation 20,828,197 Deferred outflow of resources-reported as deferred amount on refunding 598,760 Long-term liabilities are not reported in the governmental funds. Compensated absences (159,916) Bonds and notes payable (10,169,000) Net position of governmental activities $ 26,931,387 The notes to the basic financial statements are an integral part of this statement. 12 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Revenues,Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended September 30,2021 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue $ 14,928,164 $ $ - $ 14,928,164 Charges for services 1,575,454 - 1,575,454 Interest and other income 164,689 191,547 2,065 358,301 Intergovernmental revenues - - - - Total revenues 16,668,307 191,547 2,065 16,861,919 EXPENDITURES General government 3,476,446 - - 3,476,446 Redevelopment projects - 6,180,444 - 6,180,444 Debt service: Principal - - 1,807,000 1,807,000 Interest and other charges - - 328,363 328,363 Capital outlay - 3,576,146 - 3,576,146 Total expenditures 3,476,446 9756590 2,135,363 15,368,399 Excess(deficiency)of revenues over(under) expenditures 13,191,861 (9,565,043) (2,133,298) _1493,520 OTHER FINANCING SOURCES(USES) Transfers in - 10,376,861 2,137,822 12,514,683 Transfers out (12,514,683) - - (12,514,683) Total other financing sources(uses) (12,514,6839 10,376,861 2,137,822 - Net change in fund balances 677,178 811,818 4,524 1,493,520 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year $ 3,69106 $ 11,852,619 $ 120,621 15,833,346 The notes to the basic financial statements are an integral part of this statement. 13 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Reconciliation of the Statements of Revenues,Expenditures and Changes in Fund Balances-Governmental Funds to the Statement of Activities For the Year Ended September 30,2021 Net changes in fund balances-total governmental funds $ 1,493,520 Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlay expenditures.However,in the statement of activities,the cost of those assets is depreciated over their estimated useful lives. Expenditures for capital assets 3,591,401 Less current year depreciation expense (198,079) Disposal of capital assets (2,458,091) For governmental funds,the issuance of long-term debt provides current financial resources and the repayment of long-term debt consumes current financial resources.Neither transaction,however,has any effect on net assets.Also,governmental funds report the effect of premiums,discounts, and similar items when debt is first issued,whereas these amounts are deferred and amortized in the statement of activities. Principal payments on long-term debt 1,807,000 Amortization on deferred amount on refunding (209,403) Some expenses reported in the statement of activities do not require the use of current financial resource and,therefore,are not reported as expenditures in governmental funds. Net change in long-tern compensated absences. 12,577 Change in net position of governmental activities $ 4,038,925 The notes to the basic financial statements are an integral part of this statement. 14 Notes to the Basic Financial Statements BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of the Boynton Beach Community Redevelopment Agency (the "Agency") significant accounting policies is presented to assist the reader in interpreting the basic financial statements. The policies are considered essential and should be read in conjunction with the basic financial statements. The accounting policies of the Agency conform to U.S. generally accepted accounting principles applicable to governmental units. This report,the accounting systems and classification of accounts conform to standards of the Governmental Accounting Standards Board (GASB), which is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Organization and reporting entity The Agency is a component unit established by the City of Boynton Beach, Florida (the "City") under the authority granted by Florida Statutes 163, Section III. The purpose of the Agency is to promote and guide physical and economic redevelopment in the City and part of Palm Beach County, Florida(the "District"). The Agency is a legally separate entity established by Ordinance number 83-41 of the City on December 20, 1983. The Agency has adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus—an amendment of GASB Statements No. 14 and No. 34, for the purpose of evaluating whether it has any component units. Based on the criteria therein,the Agency has determined that there are no component units that meet criteria for inclusion in the Agency's financial statements. The Agency is governed by a board comprised of elected officials. The City is considered to be financially accountable for the Agency and in accordance with GASB Statement No. 61, and therefore the Agency is considered to be a blended component unit in the City's comprehensive annual financial report. B. Reporting model The Agency's basic financial statements consist of government-wide statements, including a statement of net position and a statement of activities, and fund financial statements which provide a more detailed level of financial information. Government-wide financial statements The statement of net position and the statement of activities report information on all of the activities of the Agency. Governmental activities are reported separately from business-type activities which rely on fees charged to external parties as their primary revenues. The Agency has no business-type activities. The statement of net position reports the Agency's financial position as of the end of the fiscal year. In this statement, the Agency's net position is reported in three categories: net investment in capital assets; restricted net position;and unrestricted net position. The statement of activities presents a comparison between direct expenses and program revenues for each function of the Agency. Direct expenses are those that are clearly identifiable with a specific function. Program revenues include charges for services that are directly related to a given function and grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Tax increment revenue and other items not meeting the definition of program revenue are reported instead as general revenue. 15 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30, 2021 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) B. Reporting model(Continued) Fund financial statements For the fiscal year ending September 30, 2021,the Agency reports three major funds,the General Fund, the Debt Service Fund, and the Projects Fund. The General Fund is classified as a governmental fund and accounts for all financial resources controlled by the Agency. The Debt Service Fund is used to account for the accumulation of resources for the annual payment of principal and interest on long-term obligation debt. The Projects Fund accounts for financial resources to be used for redevelopment programs and the acquisition or construction of capital projects. The governmental fund statement includes reconciliations with brief explanations to better identify the relationship between the government-wide statements and the statements for the governmental fund. C. Measurement focus and basis of accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred,regardless of the timing of related cash flows. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose,the Agency considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when the related fund liability is incurred. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments,are recorded only when payment is due. D. Cash,cash equivalents and investments Cash and cash equivalents are defined as short-term highly liquid investments that are both readily convertible to known amounts of cash and have an original maturity of three months or less from the date of purchase. Cash and cash equivalents consist of petty cash and deposits with financial institutions qualified as public depositories under Florida law. All deposits are insured by federal depository insurance and/or collateralized with securities held in Florida's multiple financial institution collateral pool as required by Chapter 280,Florida Statutes. Investments made locally consist of amounts placed in obligations of United States Government Agencies and Instrumentalities, and are reported at fair value. The Agency is authorized to invest in direct obligations of the United States of America or any agency thereof, interest bearing time or demand deposits with any qualified depository institution, commercial paper, bankers' acceptances, state and/or local government taxable debt, mutual funds, repurchase agreements and the State Treasurer's investment pool, which has the characteristics of a money market fund. E. Capital assets Capital assets are defined by the Agency as assets with an initial, individual cost of$5,000 or more and an estimated useful life of more than one year. These assets are recorded at historical cost. Donated capital assets are recorded at acquisition value at the date of donation. Capital assets are depreciated using the straight-line method over the assets' estimated useful lives of all reported capital assets, except land and land improvements. The estimated useful life of furniture, fixtures and equipment is four to ten years. 16 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) F. Fund equity/net position Fund equity GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, establishes criteria for classifying fund balances into specifically defined classifications and clarifies definitions for governmental fund types. Fund balances for governmental funds are reported in classifications that comprise a hierarchy based primarily on the extent to which the government is bound to honor constraints on the specific purposes for which amounts in those funds can be spent,as follows: ■ Nonspendable fund balance - amounts that cannot be spent because they are either (a) not in spendable form or(b)legally or contractually required to be maintained intact. ■ Restricted fund balance- amounts that are restricted to specific purposes when constraints placed on the use of resources are either by (a) externally imposed by creditors (such as debt covenants), grantors, contributors, or laws or regulations of other governments; or (b) imposed by law through constitutional provisions or enabling legislations. ■ Committed fund balance - amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government's highest level of decision-making authority. ■ Assigned fund balance - amounts that are constrained by the government's intent to be used for specific purposes,but are neither restricted nor committed. ■ Unassigned fund balance - amounts that have not been assigned to other funds and that have not been restricted,committed,or assigned to specific purpose within the general fund. When both restricted and unrestricted amounts are available for use, it is the Agency's practice to use restricted resources first. Additionally, the Agency would first use committed, then assigned, and lastly unassigned amounts of unrestricted fund balance. Net position The government-wide financial statements utilize a net position presentation. Net position can be categorized as net investment in capital assets, restricted, or unrestricted. The first category represents capital assets, less accumulated depreciation and net of any outstanding debt associated with the acquisition of capital assets. Restricted net position represents amounts that are restricted by requirement of debt indenture or enabling legislation. Unrestricted net position represents the net position component of the Agency which is not restricted for any project or purpose. When both restricted and unrestricted resources are available for use, it is the Agency's policy to use unrestricted resources first,and then restricted resources as they are needed. G. Bond premiums,discounts and issuance costs In the government-wide financial statements, bond premiums and discounts are deferred and amortized over the life of the bonds using the straight-line method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements,governmental fund types recognize bond premiums and discounts,as well as bond issuance costs during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts are reported as other financing uses. Issuance costs are reported as debt service expenditures in the fund financial statements and redevelopment projects expense in the government-wide financial statements. 17 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) H. Deferred outflows of resources The statement of financial position reports a separate section for deferred outflows of resources representing a consumption of net position that applies to a future period and is not recognized as an outflow of resources in the current period. The Agency has only one item that qualifies for reporting in this category,the deferred charge on refunding reported in the government-wide statement of net position. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the life of refunded debt. I. Revenue sources Tax increment revenues are the primary source of revenue for the Agency. Tax increment revenues are collected from two governmental entities that levy property taxes within the legally defined redevelopment area of the Agency, which is the City of Boynton Beach,Florida and Palm Beach County,Florida. J. Compensated absences It is the Agency's policy to permit employees to accumulate earned but unused vacation and sick pay. Employees may, depending on their level of service and policy of the Agency, be paid for various amounts of their total accrued leave by the end of each fiscal year, upon termination or retirement. The Agency accrues a liability for leave hours that meet the criteria for payment at the eligible employees' current rates of pay. K. Interfund Transactions Transactions between funds during the fiscal year consisted of amounts due for reimbursements (reported as due from other funds and due to other funds)and transfers. L. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. M. Reclassifications Certain prior year amounts have been reclassified to conform to the current year's presentation. 2. CASH,CASH EQUIVALENTS AND INVESTMENTS All of the Agency's bank deposits are insured by the Federal Deposit Insurance Corporation or collateralized in accordance with Florida Security for Public Deposits Act (the "Act"). Under the Act, every qualified public depository shall deposit with the Treasurer eligible collateral having a market value equal to 50% of the average daily balance for each month that all public deposits are in excess of any applicable deposit insurance. If the public deposits exceed the total amount of the regulatory capital accounts of a bank or the regulatory net worth of a savings association,the required collateral shall have a market value equal to 125% of the deposits. 18 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 2. CASH,CASH EQUIVALENTS AND INVESTMENTS(Continued) The Agency's investment policy is designed to ensure the prudent management of funds, and the availability of operating and capital funds when required, while earning a competitive return within the policy framework. The primary objectives, in order of priority, of investment activity shall be safety, interest rate risk,liquidity and yield. As of September 30,2021,the Agency does not have any investments. 3. CAPITAL ASSETS Capital assets activity for the year ended September 30,2021,is as follows: Balance at Additions/ Deletions/ Balance at 9/30/2020 Transfers Transfers 9/30/2021 Capital assets,not being depreciated: Land $ 14,645,134 $ 1,563,777 $ (47,009) $ 16,161,902 Construction in progress 41,708 - - 41,708 Total capital assets,not being depreciated 14,686,842 1,563,777 147,009) 16,203,610 Capital assets,being depreciated: Building 3,831,116 2,012,369 (2,532,593) 3,310,892 Renovations 1,090,247 - - 1,090,247 Land improvements 1,121,310 - - 1,121,310 Leasehold improvements 24,676 - - 24,676 Furniture and equipment 208,787 15,255 (16,419) 207,623 Vehicle 15,850 - - 15,850 Total capital assets,being depreciated 6,291,986 2,027,624 (2.549 012) 5,770,598 Less accumulated depreciation for: Building (359,253) (87,469) 133,278 (313,444) Renovations (384,212) (35,366) - (419,578) Land improvements (195,801) (55,508) - (251,309) Leasehold improvements (24,374) (301) - (24,675) Furniture and equipment (114,177) (16,205) 4,652 (125,730) Vehicle (8,045) (3,230) - (11,275) Total accumulated depreciation _ (1,085,862) (198,079) _ 137,930 (1346,011) Total capital assets,being depreciated,net 5,206,124 1,829,545 (2,411,082) 4,624,587 Total capital assets,net of accumulated depreciation $ 19,892,966 $ 3,393,322 $ (2,458,091) $ 20,828,197 Depreciation expense of$198,079 was charged to general government for fiscal year 2021. 4. INTERFUND RECEIVABLES AND PAYABLES Interfund receivables and payables at September 30, 2021, which represents amounts for reimbursable redevelopment expenditures,are as follows: Interfund Interfund Receivables Pay tiles General Fund $ � $ 445,561 Projects Fund 445,561 - Total $ 445,561 $ 445,561 19 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 5. LONG-TERM LIABILITIES At September 30, 2021,bonds and loans payable consist of the following: BONDS: 2012 Tax Increment Refunding Revenue Bonds dated October 18,2012, due in annual principal installments of$143,000 to$1,530,000 through October 1,2026,bearing an interest rate of 2.56%. $ 7,439,000 2015 Tax Increment Refunding Revenue Bonds,dated March 26,2015 due in annual principal installments of$360,000 to$725,000 through October 1,2026,bearing an interest rate of 3.3%. 2,730,000 ,.�..................... $ 10,169,000 The annual requirements to amortize bonds and loans payable outstanding as of September 30, 2021, are as follows: 2012 Tax Increment 2015 Tax Increment Fiscal Refunding Revenue Bonds RefundinRevenue Bonds Totals Year(s) Principal Interest Principal InterestP Princi al Interest 2022 $ 1,439,000 $ 190,438 $ 420,000 $ 90,090 $ 1,859,000 $ 280,528 2023 1,471,000 153,600 435,000 76,230 1,906,000 229,830 2024 1,512,000 115,942 445,000 61,875 1,957,000 177,817 2025 1,487,000 77,235 705,000 47,190 2,192,000 124,425 2026 1,530,000 39,168 725,000 23,925 2,255,000 63,093 $ 7,439,000 $ 576,383 $ 2,730,000 $ 299,310 $ 10,169,000 $ 875,693 The changes in long-term liabilities for the year ended September 30,2021 are summarized as follows: Balance at Balance at Due within 9/30/20 Additions Deletions 9/30/21 one year Bonds payable $ 11,976,000 $ - $(1,807,000) $ 10,169,000 $ 1,859,000 Compensated absences172,493°3 - (12,577) 159,916 - Total long-term liabilities $12,148,493 $ - $(1,819,577) $ 10,328,916 $ 1,859,000 6. FUND BALANCES At September 30,2021,the Agency reported the following governmental fund balances: ■ Nonspendable fund balance-These amounts cannot be spent because they are either(a)not in spendable form or(b)legally or contractually required to be maintained intact. ■ Committed fund balance - these amounts can only be used for specific purposes pursuant to constraints imposed by the Board of the Agency. The items cannot be removed unless the Board removes it in the same manner it was implemented. ■ Assigned fund balance - these amounts are approved and constrained by the Agency's intent to be used for specific purposes,but are neither restricted nor committed. ■ Unassigned fund balance - These amounts have not been assigned to other funds and have not been restricted, committed, or assigned for a specific purpose. 20 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30, 2021 6. FUND BALANCES(Continued) Below is a table of fund balance categories and classifications,by fund,at September 30,2021: General Projects Debt Service Fund Fund Fund Nonspendable $ 132,758 $ 46,361 $ - Committed 874,999 3,908,906 120,621 Assigned 1,717,033 7,897,352 - Unassigned 1,135,316 - Total $3,860,106 $ 11,852,619 $ 120,621 7. INTERFUND TRANSFERS During the fiscal year ended September 30, 2021,the General Fund transferred$10,376,861 and$2,137,822 to the Projects Fund and Debt Service Fund, respectively. The transfers made to the Projects Fund were to fund the costs of ongoing redevelopment projects. The transfers made to the Debt Service Fund were to fund the annual debt service expenditures on the bonds and loans payable. 8. HOMEBUYER ASSISTANCE PROGRAM The Agency established the Homebuyer Assistance Program to assist local residents with the purchase of a home by providing a subsidy in an amount not to exceed$50,000 per homeowner. The subsidy is secured by a mortgage, which is required to be paid back only under certain circumstances outlined in the mortgage agreement. The mortgage is forgiven if the homeowner remains in the home during the full term outlined in the agreement. The amount of mortgages receivable outstanding at September 30, 2021 total $1,345,872. Given the nature of these loans, collection is uncertain, and therefore an allowance for uncollectible mortgages has been established at 100%of the value of the mortgages receivable outstanding. Consequently, these mortgages are not recognized on the financial statements. 9. RISK MANAGEMENT The Agency is exposed to various risks of loss related to torts,theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The Agency purchases commercial insurance for the risks of loss to which it is exposed. Policy limits and deductibles are reviewed by management and established at amounts to provide reasonable protection from significant financial loss. Settlements did not exceed insurance coverage in the past three fiscal years. 10. COMMITMENTS AND CONTINGENCIES Economic development programs The Agency established Economic Development Programs in an effort to promote the redevelopment of and retain existing businesses located in the CRA area as well as attract new businesses to Boynton Beach. These programs for commercial businesses include Facade Programs, Rent Subsidy, Interior Build-Out and Signage. During fiscal year 2021, the Agency closed and disbursed $527,821 in Economic Development Grants. 21 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Basic Financial Statements September 30,2021 11. RETIREMENT CONTRIBUTIONS The Agency participates in a 401(a)defined contribution retirement plan and a 457(b)deferred compensation plan(the"Plans"). The Plans are qualified under Sections 401(1),403 (a)and 501(a)of the Internal Revenue Code. The Plans are administered by independent trustees. All employees who meet the requirements are qualified to participate. Employees make voluntary contributions to the 457(b) plan. The Agency's required contribution is 27.5% of the total salaries of qualified participants. Employer contributions to both plans in fiscal year 2021 totaled$214,896. 12. RELATED PARTY TRANSACTIONS The Agency is a blended component unit of the City of Boynton Beach, Florida. For the year ended September 30,2021,the Agency's tax increment revenues include$9,345,700 received from the City. The Agency also received$500,000 in funding to assist in the acquisition of certain lots located in the Cherry Hill neighborhood, and currently owned by the Palm Beach County Housing Authority. However, that funding was not used for its intended purpose, and is therefore due back to the City. As such, the Agency recorded a Due to the City of Boynton Beach in the amount of$500,000 as of September 30,2021. In addition, the Agency reimbursed the City for services performed on behalf of the Agency such as recording, information technology services, Clean & Safe program, landscape and maintenance services, festival expenses, human resource and payroll services, facility rental and permitting fees paid during the year.Payments to the City for these services during the year ended September 30,2021 totaled$4,236,819. 13. SUBSEQUENT EVENTS The Agency evaluated subsequent events through December 15, 2021,the date the financial statements were available to be issued, and does not believe that there are any such events or transactions that require disclosure. 14. NEW PRONOUNCEMENTS ISSUED The following pronouncements were recently issued, but were not yet effective for the Agency's fiscal year ended September 30, 2021. Management will evaluate the effect that the pronouncements will have on its financial statements: ■ GASB Statement No. 87,Leases ■ GASB Statement No. 89,Accounting for Interest Cost Incurred before the End of a Construction Period ■ GASB Statement No.91,Conduit Debt Obligations ■ GASB Statement No.92,Omnibus 2020 ■ GASB Statement No. 93,Replacement of Interbank Offered Rates ■ GASB Statement No. 94, Public-Private and Public-Public Partnerships and Availability Payment Arrangements ■ GASB Statement No.98, The Annual Comprehensive Financial Report 22 Required Supplementary Information BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Budgetary Comparison Schedule(Unaudited) General Fund For the Year Ended September 30,2021 Variance with Original Final Budget Actual Final Budget- Budget Positive (Negative) REVENUES Tax increment revenue $ 14,852,192 $ 14,852,192 $ 14,928,164 $ 75,972 Charges for services 1,000,000 1,000,000 1,575,454 575,454 Interest and other income 100,000 545,561 164,689 {380.872 t Total revenues 15,952,192 16,397,753 16,668,307 270,554 EXPENDITURES General government 3,883,070 3,883,070 3,476,446_ 406,624 Total expenditures 3,883,070 3,883,070 3,476,446 406,624 Excess of revenues over expenditures 12,069,122 12,514,683 13,191,861 677,178 OTHER FINANCING SOURCES(USES) Transfers out X12,069,122,) (12,514,683) (12.514,683) - Total other financing sources(uses) (:12,069,122) 12 514,683) (12,514,683) - Net change in fund balances $ - $ - 677,178 $ 677,178 Fund balances-beginning of year 3,182,928 Fund balances-end of year $ 3,860,106_ The notes to the Budgetary Comparison Schedule are an integral part of this schedule. 23 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Notes to the Budgetary Comparison Schedule September 30,2021 1. BUDGETARY INFORMATION The Agency is required to establish a budgetary system and an approved annual budget for the General Fund, Debt Service Fund and Project Fund. The Agency's budgeting process is based on estimates of cash receipts and cash expenditures which are approved by the Board. In accordance with generally accepted accounting principles,budgetary comparison information is disclosed only for the General Fund. The budget is adopted on the modified accrual basis of accounting, consistent with generally accepted accounting principles, with the exception of compensated absences. Compensated absences are budgeted only to the extent expected to be paid,rather than on the modified accrual basis. Any budget amendments that increase the aggregate budgeted appropriations must be approved by the Board. The legal level of budgetary control, the level at which expenditures may not exceed budget, is in the aggregate. 24 Compliance Section _,..______,..,...._ .m..... ........__...................................... ................................_.. ............................., ..,_.,... Sanson,Kline,Jacomino&z Tandoc,UP 5805 Blue Lagoon Drive f Suite 220(Miami,FL 33126 Tel (305)269-8633(Faxe(305)265-0652(www.skjtllp.com Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards To the Board of Commissioners Boynton Beach Community Redevelopment Agency: We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities and each major fund of the Boynton Beach Community Redevelopment Agency (the Agency), a component unit of the City of Boynton Beach, Florida, as of and for the year ended September 30, 2021, and the related notes to the financial statements, which collectively comprise the Agency's basic financial statements,and have issued our report thereon dated December 15,2021. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Agency's internal control over financial reporting(internal control)to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency's internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness,yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Agency's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 25 Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Miami,Florida December 15,2021 26 S x b , -4 Sanson,Kline,iacoinino&Tandoc,LLP 5805 Blue Lagoon Drive(Suite 220 1 Miami,FL 33126 Tel:(305)269-8633 1 Fax:(305)265-0652(www.skjtUp.com Management Letter in Accordance with the Rules of the Auditor General of the State of Florida To the Board of Commissioners Boynton Beach Community Redevelopment Agency: Report on the Financial Statements We have audited the financial statements of the Boynton Beach Community Redevelopment Agency (the Agency), a component unit of the City of Boynton Beach, Florida, as of and for the fiscal year ended September 30,2021,and have issued our report dated December 15,2021. Auditor's Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States;and Chapter 10.550,Rules of the Florida Auditor General. Other Report Requirements We have issued our Independent Auditors' Reports on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards. Disclosures in that report, which is dated December 15, 2021, should be considered in conjunction with this management letter. Prior Audit Findings Section 10.554(1)(i)l., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. Corrective action has been taken to address the finding and recommendation that was reported in the preceding annual financial audit report. Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. Such disclosures are made in note 1 to the Agency's financial statements. Financial Condition and Management Section 10.554(1)(i)5.a. and 10.556(7), Rules of the Auditor General, requires that we report the results of our determination as to whether or not the Agency has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific condition(s)met. In connection with our audit, we determined that the Agency did not meet any of the conditions described in Section 218.503(1),Florida Statutes. 27 Pursuant to Sections 10.554(1)(i)5.c. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures as of September 30, 2021. It is management's responsibility to monitor the Agency's financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations. Specific Information As required by Section 218.39(3)(a), Florida Statutes, and Section 10.554(1)(i)6, Rules of the Auditor General,the Agency reported: a. A total of 8 employees compensated in the last pay period of the Agency's fiscal year. b. A total of 2 independent contractors to whom nonemployee compensation was paid in the last month of the Agency's fiscal year. c. Compensation earned by or awarded to employees, whether paid or accrued, regardless of contingency totaled$981,845 for the fiscal year. d. Compensation earned by or awarded to nonemployee independent contractors,whether paid or accrued, regardless of contingency totaled$107,967 for the fiscal year. e. The following is a list of construction projects with a total cost of at least $65,000 approved by the Agency that is scheduled to begin on or after October 1 of the fiscal year being reported: Project Expenditures for Project Name FYE 9/30/2021 115 N. Federal Hwy.Demolition $ 112,978 f. A budget variance based on the budget adopted under Section 189.016(4), Florida Statutes, before the beginning of the fiscal year being reported if the Agency amends a final adopted budget under Section 189.016(6),Florida Statutes,as follows: Variance with Original Original Budget- Adopted Positive Budget Actual (Negative) REVENUES Tax increment revenue $ 14,852,192 $ 14,928,164 $ 75,972 Charges for services 1,000,000 1,575,454 575,454 Interest and other income 100,000 164,689_ 64,689 Total revenues 15,952,192 16,668,307 716,115 EXPENDITURES General government 3,883,070 3,476,446 406,624 Capital Outlay - - - Total expenditures 3,883,070 3,476,446 406,624 Excess of revenues over expenditures 12,069,122 13,191,861 1,122,739 OTHER FINANCING SOURCES(USES) Carryover fund balance - - - Transfers out (12,069,122) (12,514,683) 445,561 Total other financing sources(uses) (12,069,122) (12,514,683) 445,561 Net change in fund balances $ - 677,178 $ 1,568,300 Fund balances-beginning of year3,182,9_28 Fund balances-end of year $ 3,860,106 28 Additional Matters Section 10.554(1)(i)3., Rules of the Auditor General, requires that we address noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which warrants the attention of those charged with governance.In connection with our audit,we did not have any such findings. Purpose of this Letter Our management letter is intended solely for the information and use of the Florida Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, and the Board of Directors and management of the Agency, and is not intended to be and should not be used by anyone other than these specified parties. & tl UP r Miami,Florida December 15,2021 29 t Sanson,Kline,Jacomino&--T--an-doc,LLP 5805 Blue Lagoon Drive I Suite 220{Miami,FL 33126 Tel:(305)269-5633 1 Fax:(305)265-0652 t www.skjtflp.com Independent Accountant's Report on Compliance with Sections 163.387(6)and(7),Florida Statutes To the Board of Commissioners Boynton Beach Community Redevelopment Agency: We have examined the Boynton Beach Community Redevelopment Agency (the Agency), a Component Unit of the City of Boynton Beach, Florida compliance with Sections 163.387(6) and (7), Florida Statutes regarding the redevelopment trust fund during the year ended September 30, 2021. Management is responsible for the Agency's compliance with those requirements. Our responsibility is to express an opinion on the Agency's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Agency's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Agency's compliance with specified requirements. In our opinion,the Agency complied, in all material respects, with the aforementioned requirements for the year ended September 30,2021. This report is intended solely for the information and use of the Florida Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives,the Florida Auditor General, and the Board of Directors and management of the Agency,and is not intended to be and should not be used by anyone other than these specified parties. i � , UP Miami,Florida December 15, 2021 30 BOYNTO C D m,mBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 NEW BUSINESS AGENDAITEM: 17.13. SUBJECT: Discussion and Consideration of a Letter of Intent from Habitat for Humanity of South Palm Beach County for the Boynton Beach CRA-owned Properties located at 402 and 404 NW 12th Avenue SUMMARY: The Boynton Beach CRA (BBCRA) purchased the Palm Beach County Housing Authority property located at 404 NW 12th Avenue through an auction process for $66,000 plus a 10% premium for a total contract price of $72,600. 404 NW 12th Avenue is approximately 2,548 sq. ft. (25' x 100') and is located next to BBCRA owned property, 402 NW 12th Avenue (see Attachment 1). The BBCRA closed on 404 NW 12th Avenue on December 3, 2021 (see Attachment 11). The BBCRA has owned 402 NW 12th Avenue since October 12, 2007. It is a corner lot, approximately 2,992 sq. ft. The BBCRA paid appraised value for the property ($170,000) which, at the time of purchase, included a duplex(see Attachment 111). The duplex was later demolished. Required corner side and interior side setbacks makes it difficult to develop the property. The purchase of 404 NW 12th Avenue has added the necessary land area in order to construct a single-family home. On January 31, 2022, the CRA received a Letter of Interest from Habitat for Humanity of South Palm Beach County, Inc. (HFHSPBC) for both CRA-owned properties (see Attachment IV). HFHSPBC is requesting the transfer of title and ownership of the properties to construct a new affordable single-family home consisting of three bedrooms, two bathrooms, and a one-car garage. The house will also feature the flooring throughout, hurricane impact windows, landscaping/irrigation and Whirlpool appliances. The CRA has successfully partnered with HFHSPBC in the past on the Ocean Breeze West Project, the Model Block Project, and scattered infill sites including a home currently under construction at 545 NW 11th Avenue. Due to the infill characteristics of this parcel, providing opportunities for affordable housing would further the goals and objectives of the C RA Plan. FISCAL IMPACT: To be determined by the Board CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - Heart of Boynton District CRA BOARD OPTIONS: As per the C RA's Letter of Intent (LOI) Policy (Attachment V), the Board has options as summarized below: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development Agreement to be presented at a future meeting and direct the CRA staff to issue a thirty (30) day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting; Option I I - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting; or, Option I I I - The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of I ntent and elect not to proceed with any further action. Option IV -Alternative direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Proof of Closing 404 NW 12th Ave D Attachment III - Proof of Closing 402 NW 12th Ave D Attachment IV - Habitat for Humanity LOI D Attachment V -CRA LOI Policy t v ' is esti y � f i r, 1� Y r s t 3r; ff �, gyri 5 r i ais 6 Y \ fi ti WIW` 1 I , S r 1 'y fi 1 Jrt Ile — i 4S1 v { 7 � f a ti} t nr„,i OMB Approval No 2502-0265 A. Settlement Statement (HUD-1) 1.❑ FHA 2.1:1 RHS 3.❑ Conv.Unins. 6.File No. 7.Loan No. 8.Mortgage Insurance Case No. TXC-2021-51 4.❑ VA 5.❑ Conv Ins. C Note: This form is furnished to give you a statement of actual settlement costs.Amounts paid to and bythe settlement agent are shown.Items marked"(p.o.c.)"were paid outside the closing;they are shown here for informational purposes and are not included in the totals. D.Name&Address of Borrower: E.Name&Address of Seller: F.Name&Address of Lender: BOYNTON BEACH COMMUNITY REDEVELOPMENT PALM BEACH COUNTY HOUSING AGENCY AUTHORITY 100 East Ocean Avenue 3432 45th Street 4th Floor West Palm Beach,FL 33407 Boynton Beach,FL 33435 G.Property Location: H.Settlement Agent: I.Settlement Date: 404 Northwest 12th Avenue Title Xperts,LLC 12/03/2021 Boynton Beach,FL 33435 Funding Date: Place of Settlement: 12/03/2021 560 Village Boulevard Suite 140 West Palm Disbursement Date: Beach,FL 33409 12/03/2021 100.Gross Amount Due from Borrower 400.Gross Amount Due to Seller 101.Contract sales price $72,600.00 401.Contract sales price $72,600.00 102.Personal property 402.Personal property 103.Settlement charges to borrower(line 1400) $1,651.55 403. 104. 404. 105. 405. Adjustment for items paid by seller in advance Adjustment for items paid by seller in advance 106.City/Town Taxes 406.City/Town Taxes 107.County Taxes 407.County Taxes 108.Assessments 408.Assessments 109. 409. 110. 410. 111. 411. 112. 412. 120.Gross Amount Due from Borrower $74,251.55 420.Gross Amount Due to Seller $72,600.00 200.Amount Paid by or in Behalf of Borrower 500.Reductions in Amount Due to Seller 201.Deposit $7,260.00 501.Excess deposit(see instructions) 202.Principal amount of new loan(s) 502.Settlement charges to seller(line 1400) $6,912.30 203.Existing loan(s)taken subject to 503.Existing loan(s)taken subject to 204. 504.Payoff of First Mortgage 205. 505.Payoff of Second Mortgage 206. 506. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210.City/Town Taxes 510.City/Town Taxes 211.County Taxes 511.County Taxes 212.Assessments 512.Assessments 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220.Total Paid by/for Borrower $7,260.00 520.Total Reduction Amount Due Seller $6,912.30 300.Cash at Settlement from/to Borrower 600.Cash at Settlement to/from Seller 301.Gross amount due from borrower(line 120) $74,251.55 601.Gross amount due to seller(line 420) $72,600.00 302.Less amounts paid by/for borrower(line 220) $7,260.00 602.Less reductions in amounts due seller(line 520) $6,912.30 303.Cash FX1 From ❑ To Borrower $66,991.55 603.Cash 1K To ❑ From Seller $65,687.70 The Public Reporting Burden forthis collection of information is estimated at 35 minutes per response for collecting,reviewing,and reporting the data.This agency may not collectthis information,and you are not required to complete this form,unless it displays a currentlyvalid OMB control number.No confidentiality is assured;this disclosure is mandatory.This is designed to provide the parties to a RESPAcovered transaction with information during the settlement process. Previous editions are obsolete Page 1 of 3 HUD-1/Order#TXC-2021-51/December 2,2021 700.Total Real Estate Broker Fees Paid From Paid From Spller'g + Division of commission(line 700)as follows: Borrower's Funds Fundsat at Settlement Settlement 701.$4,950.00to FISHERAUCTION COMPANY 702.$ 703.Commission paid at settlement $4,950.00 704. 800.Items Payable in Connection with Loan 801.Our origination charge (from GFE#1) 802.Your credit or charge(points)for the specific interest rate chosen (from GFE#2) 803.Your adjusted origination charges (from GFE#A) 804.Appraisal fee (from GFE#3) 805.Credit report (from GFE#3) 806.Tax service (from GFE#3) 807.Flood certification (from GFE#3) 808. 809. 810. 811. $00.Items Required by Ler derto be Paid in Advance'. 901.Daily interest charges from 12/03/2021 to 01/01/2022 (from GFE#10) 902.Mortgage insurance premium (from GFE#3) 903.Homeowner's insurance (from GFE#11) 904. 1000.Reserves Deposited with Lender i 1001.Initial deposit foryour escrow account (from GFE#9) 1002.Homeowner's insurance 1003.Mortgage insurance 1004.Property taxes 1005. 1006. 1007.Aggregate Adjustment$0.00 1100.Title Charges 1101.Title services and lender's title insurance (from GFE#4) $695.00 1102.Settlement or closing fee to Title Xperts,LLC$695.00 $395.00 1103.Owner's title insurance to Westcor Land Title Insurance Company (from GFE#5) $417.45 1104.Lender's title insurance to Westcor Land Title Insurance Company 1105.Lender's title policy limit$ 1106.Owner's title policy limit$72,600.00 1107.Agent's portion of the total title insurance premium to Title Xperts,LLC$292.22 1108.Underwriter's portion of the total title insurance premium to Westcor Land Title Insurance Company$125.23 1109. 1110. 1111. 1200.Government Recording and Transfer Charges 1201.Government recording charges (from GFE#7) $27.60 1202.Deed$27.60 Mortgage$Release$to Official Records Department $61.60 1203.Transfer taxes (from GFE#8) 1204.City/County tax/stamps Deed$Mortgage$ 1205.State tax/stamps Deed$508.20 Mortgage$to Official Records Department $508.20 1206.Release of Deed of Trust to Official Records Department$61.60 1300.Additional Settlement Charges 1301.Required services that you can shop for (from GFE#6) 1302.No Mortgage Affidavit to Title Xperts,LLC $75.00 1303.Partial Release of Declaration of Trust to Title Xperts,LLC $50.00 1304.Lien Search to Proptective $239.00 $140.00 1305.Title Commitment to Westcor Land Title Insurance Company $95.00 1306.Survey Fee,Plot Plan to Prime Meridian Surveying,Inc. $500.00 1307.Safe Escrow Management to Safe Escrow $50.00 1308.Secure Communication&Document Management Portal to Qualia $90.00 1309.eRecording to Simplifile $7.50 $7.50 1310.Closing Update to Title Xperts,LLC $195.00 1311.Wire/Courier Fee to Title Xperts,LLC $30.00 $30.00 ^ Is r r $1,651.55 $6,912.30 Previous editions are obsolete Page 2 of 3 HUD-1 Comparison of Good Faith Esdmate(GFE)and HUD-1 Charges i Good Faiths Estimate HUD-1 Charges That Cannot Increase HUD-1 Line Number Our origination charge #801 Your credit or charge(points)for the specific interest rate chosen #802 Your adjusted origination charges #803 $0.00 Transfer taxes #1203 Charges That In Total Cannot Increase More Than 10Y Good FaithEstimate HUD-1 Government recording charges 1201 $27.60 Total $27.60 Increase between GFE and HUD-1 Charges Charges That Can Change i Good Faith Estimate HUD-1 Initial deposit foryour escrow account 1001 Daily interest charges 901 Homeowner's insurance 903 Title services and lender's title insurance 1101 $695.00 Owner's title insurance 1103 $417.45 Your initial loan amount is Your loan term is Your initial interest rate is Your initial monthly amount owed for principal,interest,and any mortgage includes insurance is ❑X Principal ❑X Interest ❑ Mortgage l nsu rance Can your interest rate rise? 191 No,❑ Yes,it can rise to a maximum of .The first changewill be on and can change again every months after .Every change date,your interest rate can increase or decrease by .Over the life of the loan,your interest rate is guaranteed to never be lowerthan or higher than Even ifyou make payments on time,can your loan balance rise? 191 No,❑ Yes,it can rise to a maximum of Even ifyou make payments on time,can your monthlyamount owed for principal,interest,and mortgage insurance rise? 191 No, Yes,the first increase can be on and the monthly amount owed can rise to .The maximum it can ever rise to is Does your loan have a prepayment penalty? 191 No, Yes,your maximum prepayment penalty is Does your loan have a balloon payment? FRI No,❑ Yes,you have a balloon payment of due in years on Total monthly amount owed including escrow account payments FYou do not have a monthly escrow payment for items,such as property taxes and homeowner's insurance.You must pay these items directly yourself. ❑ You have an additional monthly escrow payment of that results in a total initial monthly amount owed of.This includes principal,interest,any mortgage insurance and any items checked below: ❑ Property taxes ❑ Homeowner's insurance ❑ Flood insurance ❑ ❑ ❑ Note:If you have any questions about the Settlement Charges and Loan Terms listed on this form,please contactyour lender. See signature addendum Previous editions are obsolete Page 3 of 3 HUD-1 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PALM BEACH COUNTY HOUSING AUTHORITY By: By: STEVEN B.GRANT,CHAIR Date Carol Jones-Gilbert,Chief Executive Officer and Executive Date Director The HUD-1 settlement statementwhich I have prepared is a true and accurate account of this transaction.I have caused orwill cause the funds to be disbursed in accordance with this statement Settlement Agent Date Previous editions are obsolete HUD-1 5 CFN 20220009169 OR BK 33197 PG 1950 RECORDED 01/10/2022 07:41:51 Palm Beach County, Florida Prepared by,Record and Return to: AMT 72,600.00 Racole Jackson,Esq. DEED DOC 508.20 Title Xperts,LLC Joseph Abruzzo 560 Village Boulevard Clerk Suite 140 Pgs 1950-1952; (3Pgs) West Palm Beach,FL 33409 File No.:TXC-2021-51 Parcel ID:08-43-45-21-14-000-4140 Property:404 Northwest 12th Avenue,Boynton Beach,FL 33435 WARRANTY DEED- CORPORATE GRANTOR This Warranty Deed made this 26th day of October, 2021, by and between PALM BEACH COUNTY HOUSING AUTHORITY,hereinafter called the Grantor,whose mailing address is 3432 45th Street,West Palm Beach,FL 33407; and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY,hereinafter called the Grantee,whose mailing address is 100 East Ocean Avenue, 4th Floor, Boynton Beach,FL 33435. WITNESSETH,that the Grantor, for and in consideration of the sum of$10.00(Ten and 00/100 Dollars) and other valuable consideration, the receipt whereof is hereby acknowledged, hereby grants, bargains,and sells unto the Grantee,and Grantee's successors,heirs,and assigns forever,all that parcel of land in the County of Palm Beach,State of Florida,to wit: SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF TOGETHER with all of the tenements,hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD,the same in fee simple forever. AND the Grantor hereby covenants with the Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey this land; that the Grantor hereby fully warrants the title to the land and will defend the same against the lawful claims of all persons whomsoever; and that the land is free of all encumbrances, except taxes accruing subsequent to December 31,2021,and restrictions,covenants,and easements of record. Warranty Deed—Corporate Grantor He No.:TXC-2021-51 Page 1 of 3 simplif ilc Prepared by, Record and Return to: Racole Jackson,Esq. I D; Title Xperts,LLCt 560 Village Boulevard County: orn Suite 140 Date: 1 110 West Palm Beach,FL 33409 File No.: TXC-2021-51 Parcel ID: 08-43-45-21-14-000-4140 Property: 404 Northwest 12th Avenue,Boynton Beach,FL 33435 WARRANTY DEED - CORPORATE GRANTOR This Warranty Deed made this 26th day of October, 2021, by and between PALM BEACH COUNTY HOUSING AUTHORITY,hereinafter called the Grantor,whose mailing address is 3432 45th Street, West Palm Beach, FL 33407; and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, hereinafter called the Grantee, whose mailing address is 100 East Ocean Avenue, 4th Floor, Boynton Beach,FL 33435. WITNESSETH, that the Grantor, for and in consideration of the sum of$10.00 (Ten and 00/100 Dollars) and other valuable consideration, the receipt whereof is hereby acknowledged, hereby grants, bargains, and sells unto the Grantee,and Grantee's successors, heirs, and assigns forever, all that parcel of land in the County of Palm Beach, State of Florida,to wit: SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF TOGETHER with all of the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD,the same in fee simple forever. AND the Grantor hereby covenants with the Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey this land; that the Grantor hereby fully warrants the title to the land and will defend the same against the lawful claims of all persons whomsoever; and that the land is free of all encumbrances, except taxes accruing subsequent to December 31,2021, and restrictions,covenants, and easements of record. Warranty Deed—Corporate Grantor File No.:TXC-2021-51 Page 1 of 3 IN WITNESS WHEREOF, the Grantor has caused these presents to be executed in its name and its corporate seal to be hereunto affixed by its proper officers thereunto duly authorized, the day and year first above written. _ PALM BEACH COUNTY HOUSING "NESS " AUTHORITY 1 1 NT(, By: Carol Jones-Gi rt, Chief Executive X 1 . ESS JAOfficer and Executive Director P1lN NAME: [CORPORATE SEAL] STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing in2t was acknowledged before me by means of` hysical presence or O online notarization this of October,2021,by Carol Jones-Gilbert, Chief Executive Officer and Executive Director of PALM BEACH COUNTY HOUSING AUTHORITY. _ a n;_ Sid �ture of Notary ?�: lie Z 0312902 Print,Type/Stamp Nam of Notary = ZaW"2h T White My GOmm155Q � \Personally Known: OR Produced Identification: =,�j• GG 973898�;� Type of Identification �r,;C IOF11F,�,.�` Produced: Warranty Deed—Corporate Grantor File No.:TXC-2021-51 Page 2 of 3 EXHIBIT "A" Lot 414, Cherry Hills, according to the Plat thereof, as recorded in Plat Book 4,Page 58, of the Public Records of Palm Beach County,Florida. Warranty Deed—Corporate Grantor File No.:TXC-2021-51 Page 3 of 3 CFM 20070483500 OR BK 22193 PG 0359 RECORDED 10/18/2007 11:25:08 Palm Beach County, Florida This Instrument Prepared By and Return to: AMT 170,000.00 e�Annabella Barboza,Esquire Doc Stamp 1, 190.00 REN,CHEROF,DOODY&EZROL,P.A. Sharon R. Bock,CLERK & COMPTROLLER 9 East Commercial Boulevard,Suite 200 Pgs 0359 - 360; (2pgs) Lauderdale,Florida 33308 08-43-45-21-14000-4150 WARRANTY DEED TENTURE, made this i'2 day of October, 2007 by and between Lennis L. Gillard and aPed e L. Gillard,husband and wife, hereinafter collectively referred to as "Grantor" and the Boynteach Community Redevelopment Agency, a Florida public body corporate and politic crew rsuant to Section 163.356 F.S.,whose post office address 915 South Federal Highway,Boyntone h,Florida 33435,hereinafter referred to as"Grantee." WITNESSETH: a That said Grantor in consideration of the sum of TEN($10.00)DOLLARS,and other good and valuable conside i o Grantor in hand paid by Grantee, the receipt whereof is hereby acknowledged,has granted, ed and sold to the Grantee, and Grantee' heirs and assigns forever, the following described land,s' 1 'ng and being in PALM BEACH County,Florida,to wit: Lot 415 of CHERRY HILLording to the plat thereof as recorded in Plat Book 4, Page 58 of the Public Records of Beach County, Florida, LESS AND EXCEPT that portion deeded to Palm Beach County ' R. Book 4383, Page 355, described as follows.- Begin ollows:Begin at the Northeast corneLot 415; thence South 03°4723" East, along the Easterly line of said Lot 415 fck=tance of 24.23 feet to the point of curvature of a circular curve concave to the Southwest and having for its elements a central angle of 88°11'44" and a radius of 25.00 feet; thence Northerly, Northwesterly and Westerly along said curve for an arc distance of 38.48 feet to the point of tangency, said point being on the Northerly line of said Lot 415; thence North 88°00'53"East, along said Northerly Lot Line for a distance of 24.23 feet to the Point of Beginning. SUBJECT TO:Taxes for current year and subsequent years,restrictions, easements and other matters of record. And the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever. Book22193/Page359 Page 1 of 2 r IN WITNESS_WHEREOF, Grantors have hereunto set Grantors' hands the day and year first ls�bove written. ed,sealed and delivered Q esence. 3 t ° eon's L.Gillard C P.O.Box 6961,Delray Beach,Florida 33482 (PrinV Ty e Name) Aid, �,.� Sharese L.Gillard P.O.Box 6961,Delray Beach,Florida 33482 (Print or Type e) �v 0 STATE OF FLORIDA COUNTY OF PALM BEA j& The foregoing instrument was adged before me this day of October,2007 by Lennis L. Gillard and Sharese L. Gillar husband and wife, who are personally known to me or.have produced a Florida driver's license tification. �+NOTAVYPVBLIC $BS�IoN> 8N4LGaWoB ao�°�ij0brm 11oV tz IPdV:S381dX3 sass as a rvoisslwwoo nw U3011Z'0 SIIMAHd u'aod atiyLo2 H:\2007\070603\sellees Documents\warranty Deed.doc 2 of 2 Book22193/Page360 Page 2 of 2 GOREN,CHEROF, A. Settlement Statement DOODY&EZROL,P.A. 3099 E.COMMERCIAL BLVD.,SUITE 200 U.S.Department of Housing 1^ FT.LAUDERDALE,FL 33308 and Urban Development i r OMB No.2502-0265 B.Type of Loan 1.❑ FHA 2.❑ FmHA 3.® Conv.Unms 6. File Number 7. Loan Number 8. Mortgage Insurance Case Number 4.0 VA 5.11 Conv.Ins. 070603 C.NOTE:This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked"(p.o.c.)"were paid outside the closing;they are shown here for informational purposes and are not included in the totals. D.NAME OF BORROWER: Boynton Beach Community Redevelopment Agency ADDRESS OF BORROWER:915 South Federal Highway,Boynton Beach,FL 33435 E.NAME OF SELLER: Lennis L.Gillard and Sharese L.Gillard,husband and wife ADDRESS OF SELLER: P.O.Box 6961,Delray Beach,FL 33482 F.NAME OF LENDER: ADDRESS OF LENDER: G.PROPERTY 402 NW 12th Avenue LOCATION: Boynton Beach,FL 33435 H.SETTLEMENT AGENT: GOREN,CHEROF,DOODY&EZROL,P.A. 3099 E.COMMERCIAL BLVD.,SUITE 200,FT.LAUDERDALE,FL 33308 PLACE OF SETTLEMENT: 3099 E.Commercial Blvd.,Suite 200,Ft.Lauderdale,Florida 33308 I.SETTLEMENT DATE: 10/11/1007 SUMMARY SUMMARY I OOGROSS AMOUNT DUE FROM BORROWER 400.GROSS AMOUNT DUE TO SELLER 101Contract sales price 170 000.00 401.0 ntract sales price 170.000 00 102Per onal or e 402Personal property 103Settlem,n s t lie 1 00 1 359 10 403. 104 404 5 OS d'ushnents for itel s aid b seller in advance Adjustments for items paid by seller in advance 106.Ci /town taxes to 406.Ci /town taxes to 107CoLinty taxes to 407COIlDlY taxes to 108A.s.sessmQnts to 40S.Assessments to 109, LO 402. to 110. to 410. to I 11. to 411 to 112 to 412, to 120GROSS AMOUNT DUE FROM BORROWER ' 172,359.10 420.GROSS AMOUNT DUE-TO SELLER 170,000.00 200AMOUNTS PAID BY OR IN BEHALF OF BORROWER 50OREDUCTIONS IN AMOUNT DUE TO SELLER 201 Deposit or earnest money 501 Excess deposit(see instructions 202Principal arnount ofnew lorm(s) 502 ttl nts t s 1400 2,37745 20 n 1 ' t 03 Existing loan(s)takrn Subject to 204. 504.Pa off of first mortgage loan 51 76735 Counttywide 205. 505Payoff of second mortgage loan 206Principal amount n w n s 506 2_0.7 50 208 508 209. 509. 209a 509a 209b 509b Adjustments for items unpaid by seller Adjustments for items unpaid by seller 21 OCi /t wn taxes to 51 O.Ci /town taxes to 211 County taxes 1/1/2007 to /'20 5 1 I.County taxes to ') 212Asse sments to 512A se sments to 213. to 513. to 214, to 514 5 515 216 to 516, 217. to 517. to 8 518 219. to 519 to 220TOTAL AMOUNTS PAID 520.TOTAL REDUCTIONS IN BY OR IN BEHALF OF BORROWER ' 17,000.00 AMOUNT DUE SELLER 54,144.80 300CASH AT SETTLEMENT FROM/r0 BORROWER 600.CASH AT SETTLEMENT TO/FROM SELLER 301 Gross amount due from borrower line 120 172 359.10 601.Gross amount due to seller line 420 170-000.00 302Less amounts paid by/for borrower line 220 17.000.00 602.Less reductions in amount due seller line 520 54-144.80 303.CASH® From❑To•BORROWER 155,359.10 603.CASH ®To ❑From SELLER / 115,855.20 PAGE I HUD-1(3-86)RESPA,HB 4305.2 3J21111.1 Dlspiny Systems,Ine.(HI3)7(3-5555-Lvser GcncrnlvA U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT PAGE L. Settlement Charges 700. TOTAL SALES/BROKER'S COM.based on price 170 000 OQ t %= Paid From Paid From Division of Commission line 700 as follows: Borrower's Seller's 701, tQ Funds At Funds At 702. to Settlement Settlement 703, Commi5sion paid at Settlement 704. to 800. Items Pa able In Connection With Loan 801 n Qrigination Fe ° t 802. Loan Discount a/ to 803.Appraisal Fee t 804Credit Report to 805Lenkfs Inspection Fee 806.Mortgage Insurance A_plication Fee to 807 to 808 to 809, to 81 0to 811, IQ t 813, to 814, t 815. to 900. Items Required By Lender To Be Paid In Advance 901. Interest from to /dav 902. Mortizaize Insurance Premium for months to 903 ns nc?Prernium for years 904. years to 905. vears to 1000.Reserves Deposited With Lender 1001.Hazard i urance s 1002 rtran 1003.City properjytaxes monthsn per month 1004.County 1005.Annual assessments iponthsa� per month 1006montllsQ per month 1007, n per month 1008. monthsper month 1009. 1100.Title Charges 1101Settlement or closing fee to * 1102.AbstFaQ1 Qr title search to 1103,Title examinafion 1104.Title insurance b nder t 05 Document preparation * 1106.Notary fees to 07Attorney's fees * includes above items numbers: I I Q8.Title insurance to Attomeys'Title Insurance Fund 925 0 (includes above items numbers7 1109 Lender R' r tri m INS AMT- I110.Owner's coverage:Risk Premium 915.00 INS AMT: 170 000 0 1110a 1111. to 1112. to 1113. to 1200.Government Recording and Transfer Charges 120 s 19 J-0- 1202.City_/couaty laxIstarrips7D e s 1203.State tax/tams Deed$1,190,007 L-Morta e s -Mort a e s 1,190.00 1204. 1205. 1300.Additional Settlement Charges 30 s *P 0 C* 1302.Appraisal to 33 * * 1304 s-PFOFations to Palin Beach County Tax Collector 1 69770 305 Lien Search tQ Abramowitz Tax&Lien Service Inc 8500 1306.CourieLDeliveFy Service to 1307.Water Esrrow to 1308.Past dire utilities accounts to City of Bo nton Beach 494.75 1309. to 1400.Total Settlement Charges (enter on lines 103,Section J and 502,SectioRK) 21359.10 2,377.45 CERTIFICATION DATE: 0/121 007 I have re Ily reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of al�recetp s and disbur em is made on my accoun by me in this transaction. I further certify that I have received a copy of the HUD-I Settlement Statement. Bo n n ach Commu Redevel ent Ageneya Florida Pu �y corporate d politic ( cu Borrower fler on Beach Community Redevelopment ge cy ennis, Gillard Bv: Borrower k �1-� i o ' C Seller Sharese L.Gifford v The HUD-I Settlement Statement which I have prepared is a true and accurate account ofthis transaction.I have caused the funds to be disbursed in accord- ance with this statement. GOREN,CHEROF,DOODY&EZROL,P.A. Settlement Agent 10/1?/?007 Date WARNING:It is a crime to knowingly make false statements[o the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment.For details see:Title 18 U.S.Code Section 1001 and Section 1010. 070603 File No.270 i n, ` Y, y R Summary Report of a Duplex LOCATED AT: 402 NW 12th Ave Boynton Beach,FL 33435-3097 PO#000357 FOR: Boynton Beach CRA 915 S.Federal Highway Boynton Beach,FL 33435 Attention:Vivian Brooks AS OF: January 26,2007 BY: Anderson&Carr,Inc. 521 South Olive Avenue West Palm Beach,FL 33401 (561)833-1661 (561)833-0234 FAX 01 Anderson&Carr,Inc. Form GA2—"TOTAL for Windows"appraisal software by a la mode,ino.—1-800-ALAMODE ROBERT B.BANTING,MAI,SRA,PRESIDENT FRANK J.CARDO,MAI,VICE PRESIDENT State-Certified General Real Estate Appraiser RZ4 State-Certified General Real Estate Appraiser RZ1190 ANUMSCN & C, UU9 INC. a«a««««««««««««««««««««««««««««««a«««a« Appraisers •Realtors u»»»»»v»»»v»u»»u»»»u»»a»uu>>uv»»u»»»»uu 521 SOUTH OLIVE AVENUE WEST PALM BEACH,FLORIDA 33401-5907 www.andersoncatr.com Telephone(561)833-1661 Fax(561)833-0234 February 1,2007 Quality&11,1ce e%cc 1442 Ms. Vivian Brooks,Planning Director Boynton Beach CRA 915 S. Federal Highway Boynton Beach,FL 33435 Re: A Rental Duplex Property Located at: 402 NW 12"'Avenue Boynton Beach, FL 33435 Our File No,270059 Purchase Order No.000357 Dear Ms. Brooks: At your request,we have appraised the above referenced property. The purpose of this appraisal was to estimate the"As Is"market value of the fee simple estate of the subject property, as of January 26, 2007. As a result of our analysis, we have developed an opinion that the "As Is" market value, subject to the definitions, certifications, and limiting conditions set forth in the attached report, as of January 26, 2007 was: ONE HUNDRED SEVENTY THOUSAND DOLLARS ($170,000) The following presents a complete appraisal in a summary report. This letter must remain attached to the report in order for the value opinion set forth to be considered valid. Your attention is directed to the Assumptions and Limiting Conditions that follow. Respectfully submitted, ANDERSON& CARR,INC. Robert B. Ban ung, MAI,SRA State-Certified General Real Estate Appraiser RZ4 a 6_ __,j4 Cy �hia A. Bennett StaCe Certified Residential Real Estate Appraiser RD4014 RBB/CAB Anderson&Carr,Inc. File No.2700591 PO#000357Small Residential Income Property Appraisal Report File# 279059 The purpose of this summary appraisal report is to provide the lender/client with an accurate, and adequately supported, opinion of the market value of the subject property. Pro e Address 402 NW 12th Ave City Boynton Beach State FL Zip Code 33435.3097 Borrower Client:Boynton Beach CRA Owner of Public Record Lennis&Sharese Gillard County Palm Beach Legal Description Cheny Hills Boynton Lot 415 less return curve in O.R.4383 Page 355 Plat Book 4 Page 58 Assessor's Parcel# 08-43-45-21-14-000-4150 Tax Year 2006 R.E.Taxes$ 1,754.00 Neighborhood Name Cherry Hills Man Reference 99 Census Tract 0061.00 Occupant ❑Owner IZ Tenant ❑Vacant Special Assessments$ N/a ❑PUD HOA$N/a ❑per year ❑per month " Property Rights Appraised Z Fee Simple ❑Leasehold ❑Other describe Assignment Type ❑Purchase Transaction ❑Refinance Transaction ®Other describe Possible acquisition by Boynton Beach CRA Lender/Client Bo nton Beach CRA Address 915 S.Federal Highway,Boynton Beach FL 33435 Is the subject prope5y currently offered for sale or has it been offered for sale in the twelve months prior to the effective date of this appraisal? ❑Yes ®No Report data sources used,offering price(s),and date(s). Public records owner I ❑did ®did not analyze the contract for sale for the subject purchase transaction.Explain the results of the analysis of the contract for sale or why the analysis was not performed. N/A Contract Price$ N/A Date of Contract NIA Is the property seller the owner of public record? ❑Yes ❑No Data Sources N/A Is there any financial assistance(loan charges,sale concessions,gift or downpayment assistance,etc.)to be paid by any party on behalf of the borrower? ❑Yes ❑No • If Yes,report the total dollar amount and describe the items to be paid. N/A Note:Race and the racial composition of the neighborhood are not appraisal factors. Neighborhood Characteristics I I2-4 Unit Housing Trends 2-4 Unit Housing Present and Use Location ®Urban ❑Suburban ❑Rural I Property Values ❑Increasing ❑Stable ®Declining PRICE AGE One-Unit 30% Built-Up ®Over 75% ❑25-75% ❑Under 25%1 Demand/Su I ❑Shortage ®In Balance ❑Over Supply $ 000 yrs 2-4 Unit 20% Growth ❑Rapid ❑Stable ®Slow Marketin Time ❑Under 3 mths ❑3-6 mths Over 6 mths 124 Low 30 Multi-Family 10% • Neighborhood Boundaries The subject neighborhood is bounded by Boynton Beach Canal to the 300 High 60 Commercial 5% • north U.S.Highway 1 to the east Boynton Beach Blvd.to the south and 1-95 to the west. 200 Pred. 45 Other 35% • Neighborhood Description The subject is located in The Heart of Boynton redevelopment area.This is a transitional neighborhood as the Boynton Beach CRA plans to acquire the properties in this area for redevelo ment.The subject is located in the Cherry Hills subdivision and plans are to re lat this area and redevelop with a traditional single family neighborhood. Market Conditions including support for the above conclusions The housing market in the subject area is slow with homes staying on the market longer while the supply of homes on the market has increased dramatically.Some owners have lowered their prices over the past few months. Dimensions irregular-see plat Area 2 950 SF Sha e Irregular View Residential Specific Zoning Classification R2 Zoning Description Residential duplex Zoning Compliance ❑Legal ®Legal Nonconforming Grandfathered Use ❑No Zoning ❑Illegal describe No survey was provided.Site areaestimated. Is the highest and best use of subject roe as improved or as proposed per plans andspecifications)the resent use? ❑Yes ®No If No,describe The subject property has no driveway/parking and is in a transition area.The Boynton Beach CRA may acquire the subject for redevelopment. Utilities Public Other(describe) Public Other(describe) Off-site Improvements-Type Public Private Electricity Zi ❑ Water ® ❑ Street Asphalt Z ❑ Gas ❑ ❑None Sanitary Sewer ® ❑ A[ley None ❑ ❑ FEMA Special Flood Hazard Area ❑Yes X No FEMA Flood Zone B FEMA Map# 1201960004C FEMA Map Date 9/30/1982 Are the utilities and/or off-site improvements ical for the market area? X Yes ❑No If No,describe Are there any adverse site conditions or extemal factors easements,encroachments,environmental conditions,land uses,etc.)? Z Yes ❑No If Yes,describe The street was recently reconfigured with a portion of the northeast corner of the subject lot taken for road curvature leaving the subject lot with only 2,950 SF+I-and no driveway cut in the curbin 1. General Description Foundation Exterior Description , materials/condition Interior materials/condition Units ®Two ❑Three ❑Four ®Concrete Slab ❑Crawl Space Foundation Walls NIA Floors Cer.tile/vin l/av ❑Accessary Unit describe below LlFull Basement ElPartial Basement Exterior Walls Concrete block Walls Drywalllavg. #of Stories 1 #of bld s.1 Basement Area N/A s .ft. Roof Surface Flat Trim/Finish Wood/av . Type ❑Det. Z Aft. ❑S-Det./End Unit Basement Finish N/A °% Gutters&Downspouts No Bath Floor C tilelav . ®Existing ❑Proposed ❑Under Const.❑Outside Ent /Eat ❑Sump Pump Window Tye Alum.SH Bath Wainscot C tile/wet areas Design(Style) Duplex Evidence of ❑Infestation Storm Sash/Insulated None Car Storage Year Built 1959 B Dampness ❑Settlement Screens Yes ®None Effective Age(YrS) 20 Heating/Cooling- Amenities ❑Driveway #of Cars Attic Z None Ll I ElHWBB ❑Radiant❑Fireplaces # ❑Woodstove s # Driveway Surface None ❑Drop Stair ❑Stairs ®Other None I Fuel N/A ❑Patio/Deck ®Fence partial El Floor Ll Garage #of Cars ❑Scuttle Coolin ❑Central Air Conditioning ❑Pool ❑Porch ❑Carport #of Cars ❑Finished ❑Heated ®Individual ILI Other ❑Other ❑Att. ❑Det. Ll Built-in #of Appliances I Refrigerator 2 Range/Oven 2 1 Dishwasher Disposal Microwave Washer/Dryer Other(describe) Unit#1 contains: 2 Rooms 1 Bedrooms 1 Baths 455 Square Feet of Gross Living Area Unit#2 contains: 2 Rooms 1 Bedrooms 1 Baths 455 Square Feet of Grass Living Area Unit#3 contains: Rooms Bedrooms Baths Square Feet of Gross Living Area Unit#4 contains: Rooms Bedrooms Baths Square Feet of Gross Living Area Additional features(special energy efficient Items,etc.. The units have ceramic tile and vinyl flooring.The units were updated in the past with new kitchen cabinets and updated baths when the building was purchased by the current owner.No energy efficient items. Describe the condition of the property(including needed repairs,deterioration,renovations,remodeling,etc.. There is some deferred maintenance with some missing the in the shower in Unit B and there appears to be missing kitchen cabinets over the range in Unit A.Torn screens.The roof was recently replaced per owner.There is no driveway for the subject. Freddie Mac Form 72 March 2005 Page 1 of 7 Fannie Mae Form 1025 March 2005 Form 1025-TOTAL for Windows"appraisal software by a Is mode,inc.—1-800-ALAMODE File No.270059 #000357Small Residential Income Property Appraisal Report File 270059 Are there any physical deficiencies or adverse conditions that affect the livability,soundness,or structural integrity of the property? ❑Yes A No If Yes,describe. Does the property generally conform to the nei hborhood functional utility,style,condition,use,construction,etc.)? X Yes ❑No If No,describe. Is the property subject to rent control? ❑Yes gl No If Yes,describe The following properties represent the most current, similar, and proximate comparable rental properties to the subject property. This analysis is intended to support the opinion of the market rent for the subject property. FEATURE I SUBJECT COMPARABLE RENTAL#1 COMPARABLE RENTAL#2 COMPARABLE RENTAL#3 Address 402 NW 12th Ave 449 NW 1st Avenue 401 S.Seacrest Blvd.#1 205 NE 3rd Street,#208 Boynton Beach Boynton Beach Boynton Beach Boynton Beach Proximi to Subject 0.67 miles 0.95 miles 0.82 miles Current Month/ Rent $ 1,200 u $ 1,600 , $ 775 $ 750 Rent/Gross Bldg,Area $ 1.32 s ft $ 1.18 SO. $ 1.29 s ft. `�'��,` �, , $ 1.34 s .ft. Rent Control ❑Yes ®No ❑Yes X No ❑Yes ®No ❑Yes ®No Data Sources Owner Realtor Public records Realtor,public records Realtor,public records Date of Leases N/A N/A N/A N/A Location Urban Urban Urban Urban Actual Age 48 years 53 years 45 years 35 years Condition Below average Average Average Average Gross Building Area 910 1.360 600 560 Rm Count Size Rm Count g1Ze Monthly Rent Rm Count gaze Monthly Rent Rm Count Size Monthly Rent Unit Breakdown Sq.Ft. S .Ft. S .Ft. Sq.Ft. Tot Br Ba gio.Totl Br I Ba 1,360 1,boo Totl Br I Ba 600 775 Tot Br Be 560 750 • Unit#1 2 1 1 455 3 1 1 800$ 950 2 1 1 600$ 775 3 1 1 560$ 750 Unit#2 2 1 1 455 4 2 1 560$ 650 1 $ $ Unit#3 $ $ $ Unit#4 $ 1 $ $ Utilities Included None-Tenants pa Owner pays water tenant pwer pays water.Tenant Owner pays water.Tenant pays water&electric electric and as bectric. 20 unit buildin Analysis of rental data and support for estimated market rents for the individual subject units reported below(including the adequacy of the comparables,rental concessions, etc.) Comparable rentals 1 8,2 have unit AC like the subject.Comparable rent 3 has central AC which is superior to the subject.The indicated monthly rent for the subject is$600 for 1 bedroom/i bath units.The total estimated monthly rental income is estimated at $1,200.Total estimated annual rental income is$24,000. Rent Schedule:The appraiser must reconcile the applicable indicated monthly market rents to provide an opinion of the market rent for each unit in the subject property. Leases Actual Rents Opinion of Market Rent Lease Date Per Unit Total Per Unit Total Unit# Begin Date End Date Unfurnished Furnished Rents Unfurnished Furnished Rents 1 N/A N/A $ 600$ $ 600$ 600$ $ 600 2 N/A N/A 600 600 600 600 3 4 Comment on lease data Total Actual Monthly Rent $ 1,2o0 Total Gross Month/ Rent $ 1,200 Other Monthly Income itemize $ N/A Other Monthly Income itemize $ 0 Total Actual Monthly Income $ 1,2001 Total Estimated Monthly Income $ 1,200 Utilities included in estimated rents ❑Electric ❑Water ❑Sewer ❑Gas ❑Oil ®Trash collection ❑Cable ❑Other Comments on actual or estimated rents and other monthly income including personal roe The present monthly rent for the subject is$600 or$1.32 per SF for the one bedroom units which appears to be at the top of the market on a lier square foot basis but at the low end on a per unit rental. I Z did ❑did not research the sale or transfer history of the subject property and comparable sales.If not,explain My research ❑did ®did not reveal any prior sales or transfers of the subject property for the three years prior to the effective date of this appraisal. Data Source(s) Public records RealQuest My research ❑did ®did not reveal any prior sales or transfers of the comparable sales for the year prior to the date of sale of the comparable sale. • Data Sources Public records RealQuest Report the results of the research and analysis of the prior sale or transfer history of the subject property and com arable sales(report additional no sales on age 3L_ ITEM SUBJECT I COMPARABLE SALE#1 1 COMPARABLE SALE#2 COMPARABLE SALE#3 Date of Prior Sale/Transfer 112001 4/18/2005 4/16/2003 4/15/2003 Price of Prior Sale/Transfer $10,000 $147 900 $120 000 $120,000 • Data Source s Public records Public records Public records Public records Effective Date of Data Sources Janua 28 2007 11anua 28 2007 January 28 2007 January 28 2007 Analysis of prior sale or transfer history of the subject property and comparable sales The subject has been owned by the present owner for over five ears.Sale 1 was acquired in April,2005 for$147,900 as in O.R.Book 18464 page 437.Previous sale occurred in April,2003 for $120,000.Sales 2 and 3 previous sales occurred in A ril 2003 for$120,000 each. Freddie Mac Form 72 March 2005 Page 2 of 7 Fannie Mae Farm 1025 March 2005 Form 1025—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.270059 Q#000357Small Residential Income Property Appraisal Report Fill 2P70059 There are 15 comparable propertles currently offered for sale in the subject neighborhood ranging in price from$ 200,000 to$ 474,000 There are 7 comparable sales in the subject neighborhood within the past twelve months ranging in sale price from$ 196,o o to$ 385,000 FEATURE I SUBJECT COMPARABLE SALE#1 COMPARABLE SALE#2 COMPARABLE SALE#3 Address 402 NW 12th Ave 201 NW 7th Court 203 SE 4th Ave 207 SE 4th Ave Boynton Beach Boynton Beach Boynton Beach Boynton Beach Proximity to Subject ''. 0.31 miles 1.05 miles 1.05 miles Sale Price $ N/A $ 206,000 $ 196 000 ," _.'s'� -�; $ 196 000 Sale Price/Gross Bldg.Area $ s .ft.$ 164.54 s ft_ $ 151.23 s ft f�6 }:$ 151.23 s ft Gross Monthly Rent $ 1.200$ 1,635 1,350 $ 1,30 Gross Rent Multiplier 125.99 , t=",`.:;`-' 145.19 ,,,' 150.77:x:?f, Price per Unit $ $ 103,000-' $ 98,000 $ 98,000 Price per Room $ $ 29,429 !` $ 32 6s7 $ 32,66741,,`,'` Price per Bedroom $ $ 68,667 $ 98,000 Rent Control ❑Yes No ❑Yes ®No ❑Yes ®No ❑Yes ®No Data Sources Public records RealQuest Public records RealQuest Public records RealQuest Verification Sources '4 MLS Realtor deed MLS Realtor MLS Realtor VALUE ADJUSTMENTS DESCRIPTION DESCRIPTION +- Adjustment DESCRIPTION +- Adjustment DESCRIPTION +- Adjustment Sale or Financing ",�..conventional Conventional Conventional Concessions $185 400 $166,800 $156,800 Date of Sale/Time ":, 7/21/06 +12,360 3122106 +9,800 3/22/06 +9,800 Location Urban Urban Urban Urban Leasehold/Fee Simple Fee Simple Fee Simple Fee Simple IFee Simple Site 2,950 SF 8,405 SF -54,550 10,000 SF -70,500 7,50 SF -45 500 View Residential Residential Residential Residential Design(Style)_Duplex Duplex Duplex Duplex Quality of Construction CBS/avg. CBS/avg. CBS/av . CBS/avg. Actual Age 48 years 41 years 43 years 43 years • Condition Average Average Average Avera e Gross Building Area 910 1,252 1,296 1,296 • Unit Breakdown Total BdrmsI Baths Total I Bdrms Baths Total Bdrms I Baths Total Bdrms Baths Unit#1 2 1 1 1 4 2 1 3 7 1 3 1 1 Unit#2 2 1 1 3 1 1 3 1 1 3 1 1 • Unit#3 Unit#4 Basement Description N/A N/A N!A J��JAveraqe /A Basement Finished Rooms N/A NIA N/A /A Functional UtilityAverage Average Avera a Heating/Cooling Unit AC Unit AC lUnit AC lUnit AC Energy Efficient Items None None None None Parkin On/Off Site Street parking On site parking On site parking On site parking Porch/Patio/Deck Cov.entry Cov.patio Cov.entry N/A Effective Units 1.5 eff.units 1.75 eff.units 1.5 eff.units 1.5 eff.units Sales Price/Effective Unit $117,714 $130,666 $130,666 Net Adjustment(Total) ❑+ BI- $ 42,190 ❑+ M- $ 60.700 ❑+ X- Is 35,700 Adjusted Sale Price Net 20.5 % Net 31.0 % Net 18.2 % of Comparables Gross 32.5 % $ 163,810 Gross 41.0 % $ 135,30o Gross 28.2 % $ 160,300 Adjusted Price Per Unit (Adi.sncamp/#orcomp unas( $ 819051 ','rr$ 67650 ;$ Adjusted Price Per Room(Adj.SP comp/#of comp Rooms) IS 23,401 $ 22 550 $ 26,717 FIndlGated rice Per Bedrm(Adj.sR Comp 19 of comp Bedrooms $ 54,603 • ., dl� ;r$ 67,650 j> „ I,j°,$ 80.15 0 pernit $ 80,000 X 2 Units=$ 160 000 Value er GBA $ 166 X 910 GBA=$ 151,060 perm. $ 30,000 X 4 Rooms=$ 120,0001 Value per Bdrms.$ 75,000 X 2 Bdrms._$ 150,000 f Sales Comparison Approach includingreconciliation of the above indicators of value. Price per effective unit ranges from$106,000 to 6.Market indicates 1.5 eff.units @$120,000=$180,000 were adjusted downward for difference in lot size at$10/SF.Market value should fall near the middle of the adjusted range. alue by-Sales Approach$ 166,000 Total gross month) rent$ 1,200 X gross rent multiplier GRM 145 =$ 174,000 Indicated value by the Income Approach • Comments on income approach including reconciliation of the GRM The GRMs range from 125 to 150.Most weight was given to sales 2&3 as the are most similar to the subject. Indicated Value by: Sales Comparison Approach$ 165,000 Income Approach$ 174 000 Cost Approach(if developed)$ The Sales Comparison Approach is given the most weight in the final analysis as it reflects the current demand for properties in the subject area.The Income approach is supportive. This appraisal is made Z"as is", ❑ subject to completion per plans and specifications on the basis of a hypothetical condition that the improvements have been • completed, ❑subject to the following repairs or alterations on the basis of a hypothetical condition that the repairs or alterations have been completed,or ❑subject to the following required inspection based on the extraordinary assumption that the condition or deficiency does not require alteration or repair: Based on a complete visual inspection of the interior and exterior areas of the subject property,defined scope of work,statement of assumptions and limiting conditions,and appraiser's certification,my(our)opinion of the market value,as defined,of the real property that is the subject of this report is $ 170,000 as of January 26 2007 which is the date of inspection and the effective date of this appraisal. Freddie Mac Form 72 March 2005 Page 3 of 7 Fannie Mae Form 1025 March 2005 Form 1025-"TOTAL for Windows"appraisal software by a la made,Inc.-1-800-ALAMODE File Na.270059 PO Small Residential Income Property Appraisal Report File#270059#000357 In the Sales Comparison Approach sales of comparable projects were found and compared to the subject on a price-per-unit, per-adjusted-unit effective unit basis and a price per square foot of living area.The adjusted unit calculation formula is as follows: Efficient /Studio .50 Unit 1 Bedroom/1 Bath .75 Unit 1 Bedroom/1.5 Bath .90 Unit 2 Bedroom/1 Bath 1.00 Units 2 Bedroom/1.5 Bath 1.15 Units 2 Bedroom/2 Bath 1.25 Units 3 Bedroom/1 Bath 1.25 Units 3 Bedroom/1.5 Bath 1.40 Units 3 Bedroom/2 Bath 1.50 Units 3 Bedroom/2.5 Bath 1.60 Units 3 Bedroom/3 Bath 1.75 Units 4 Bedroom/2 Bath 1.75 Units The effective unit calculation for the subject is as follows: 2 one bedroom/one bath apartments @.75 each=1.50 eff.units. COST:APPROACH TO VALUE(not required by Fannie Mae) Provide adequate information for the lender/client to replicate the below cost figures and calculations. Support for the opinion of site value(summary of comparable land sales or other methods for estimating site value Not applicable ESTIMATED ❑REPRODUCTION OR ❑REPLACEMENT COST NEW OPINION OF SITE VALUE..._....________.__._-_-__.---_-.---_._--_-..... _$ Source of cost data DWELLING S .Ft.@$ ------------ Quality rating from cost service Effective date of cost data S .Ft.@$ _$ Comments on Cost Approach(gross living area calculations,depreciation,etc. _$ ------------- Garage/Carport S .Ft.@$ =$ Total Estimate of Cost-New --- =$ --------- Less Physical I Functional lExternal —Depreciation =$ Depreciated Cost of Improvements -----------------=$ "As-is"Value of Site Improvements ...-..._______..._.._.----...-__-_....=$ Estimated Remaining Economic Life HUD and VA only Years INDICATED VALUE BY COST APPROACH------------------ =$ PROJECTINFORMATION FOR PVDs(if applicable) Is the developer/builder in control of the Homeowners'Association HOA'? ❑Yes ❑No Unit e s ❑Detached ❑Attached Provide the following information for PUDs ONLY if the developer/builder is in control of the HOA and the subject propeqy is an attached dwelling unit. Legal Name of Project _ Total number of phases Total number of units Total number of units sold Total number of units rented Total number of units for sale Data source(s) Was the project created by the conversion of existing buildings into a PUD? ❑Yes ❑No If Yes,date of conversion. Does the project contain any multi-dwelling units? ❑Yes ❑No Data Source Are the units,common elements,and recreation facilities complete? ❑Yes ❑No If No,describe the status of completion. Are the common elements leased to or by the Homeowners'Association? ❑Yes ❑No If Yes,describe the rental terms and options, Describe common elements and recreational facilities. Freddie Mac Form 72 March 2005 Page 4 of 7 Fannie Mae Form 1025 March 2005 Form 1025—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.270059 #000357Small Residential Income Property Appraisal Report File#270059 This report form is designed to report an appraisal of a two-to four-unit property, including a two-to four-unit property in a planned unit development (PUD). A two- to four-unit property located in either a condominium or cooperative project requires the appraiser to inspect the project and complete the project information section of the Individual Condominium Unit Appraisal Report or the Individual Cooperative Interest Appraisal Report and attach it as an addendum to this report. This appraisal report is subject to the following scope of work, intended use, intended user, definition of market value, statement of assumptions and limiting conditions, and certifications. Modifications, additions, or deletions to the intended use, intended user, definition of market value, or assumptions and limiting conditions are not permitted. The appraiser may expand the scope of work to include any additional research or analysis necessary based on the complexity of this appraisal assignment. Modifications or deletions to the certifications are also not permitted. However, additional certifications that do not constitute material alterations to this appraisal report, such as those required by law or those related to the appraiser's continuing education or membership in an appraisal organization, are permitted. SCOPE OF WORK: The scope of work for this appraisal is defined by the complexity of this appraisal assignment and the reporting requirements of this appraisal report form, including the following definition of market value, statement of assumptions and limiting conditions, and certifications. The appraiser must, at a minimum: (1) perform a complete visual inspection of the interior and exterior areas of the subject property, (2) inspect the neighborhood, (3) inspect each of the comparable sales from at least the street, (4) research, verify, and analyze data from reliable public and/or private sources, and (5) report his or.her analysis, opinions, and conclusions in this appraisal report. INTENDED USE: The intended use of this appraisal report is for the lender/client to evaluate the property that is the subject of this appraisal for a mortgage finance transaction. INTENDED USER: The intended user of this appraisal report is the lender/client. DEFINITION OF MARKET VALUE: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) buyer and seller are typically motivated; (2) both parties are well informed or well advised, and each acting in what he or she considers his or her own best interest; (3) a reasonable time is allowed for exposure in the open market; (4) payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and (5) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions* granted by anyone associated with the sale. *Adjustments to the comparables must be made for special or creative financing or sales concessions. No adjustments are necessary for those costs which are normally paid by sellers as a result of tradition or law in a market area; these costs are readily identifiable since the seller pays these costs in virtually all sales transactions. Special or creative financing adjustments can be made to the comparable property by comparisons to financing terms offered by a third party institutional lender that is not already involved in the property or transaction. Any adjustment should not be calculated on a mechanical dollar for dollar cost of the financing or concession but the dollar amount of any adjustment should approximate the market's reaction to the financing or concessions based on the appraiser's judgment. STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS: The appraiser's certification in this report is subject to the following assumptions and limiting conditions: 1. The appraiser will not be responsible for matters of a legal nature that affect either the property being appraised or the title to it, except for information that he or she became aware of during the research involved in performing this appraisal. The appraiser assumes that the title is good and marketable and will not render any opinions about the title. 2. The appraiser has provided a sketch in this appraisal report to show the approximate dimensions of the improvements, including each of the units. The sketch is included only to assist the reader in visualizing the property and understanding the appraiser's determination of its size. 3. The appraiser has examined the available flood maps that are provided by the Federal Emergency Management Agency (or other data sources) and has noted in this appraisal report whether any portion of the subject site is located in an identified Special Flood Hazard Area. Because the appraiser is not a surveyor, he or she makes no guarantees, express or implied, regarding this determination. 4. The appraiser will not give testimony or appear in court because he or she made an appraisal of the property in question, unless specific arrangements to do so have been made beforehand, or as otherwise required by law. 5. The appraiser has noted in this appraisal report any adverse conditions (such as needed repairs, deterioration, the presence of hazardous wastes, toxic substances, etc.) observed during the inspection of the subject property or that he or she became aware of during the research involved in performing this appraisal. Unless otherwise stated in this appraisal report, the appraiser has no knowledge of any hidden or unapparent physical deficiencies or adverse conditions of the property (such as, but not limited to, needed repairs, deterioration, the presence of hazardous wastes, toxic substances, adverse environmental conditions, etc.) that would make the property less valuable, and has assumed that there are no such conditions and makes no guarantees or warranties, express or implied. The appraiser will not be responsible for any such conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because the appraiser is not an expert in the field of environmental hazards, this appraisal report must not be considered as an environmental assessment of the property. 6. The appraiser has based his or her appraisal report and valuation conclusion for an appraisal that is subject to satisfactory completion, repairs, or alterations on the assumption that the completion, repairs, or alterations of the subject property will be performed in a professional manner. Freddie Mac Form 72 March 2005 Page 5 of 7 Fannie Mae Form 1025 March 2005 Farm 1025—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File Na.270059 000357Small Residential Income Property Appraisal Report File#2P700#059 APPRAISER'S CERTIFICATION: The Appraiser certifies and agrees that: 1. 1 have, at a minimum, developed and reported this appraisal in accordance with the scope of work requirements stated in this appraisal report. 2. 1 performed a complete visual inspection of the interior and exterior areas of the subject property, including all units. I reported the condition of the improvements in factual, specific terms. I identified and reported the physical deficiencies that could affect the livability, soundness, or structural integrity of the property. 3. 1 performed this appraisal in accordance with the requirements of the Uniform Standards of Professional Appraisal Practice that were adopted and promulgated by the Appraisal Standards Board of The Appraisal Foundation and that were in place at the time this appraisal report was prepared. 4. 1 developed my opinion of the market value of the real property that is the subject of this report based on the sales comparison and income approaches to value. I have adequate market data to develop reliable sales comparison and income approaches to value for this appraisal assignment. I further certify that I considered the cost approach to value but did not develop it, unless otherwise indicated in this report. 5. 1 researched, verified, analyzed, and reported on any current agreement for sale for the subject property, any offering for sale of the subject property in the twelve months prior to the effective date of this appraisal, and the prior sales of the subject property for a minimum of three years prior to the effective date of this appraisal, unless otherwise indicated in this report. 6. 1 researched, verified, analyzed, and reported on the prior sales of the comparable sales for a minimum of one year prior to the date of sale of the comparable sale, unless otherwise indicated in this report. 7. 1 selected and used comparable sales that are locationally, physically,and functionally the most similar to the subject property. 8. 1 have not used comparable sales that were the result of combining a land sale with the contract purchase price of a home that has been built or will be built on the land. 9. 1 have reported adjustments to the comparable sales that reflect the market's reaction to the differences between the subject property and the comparable sales. 10. 1 verified,from a disinterested source, all information in this report that was provided by parties who have a financial interest in the sale or financing of the subject property. 11. 1 have knowledge and experience in appraising this type of property in this market area. 12. 1 am aware of, and have access to,the necessary and appropriate public and private data sources, such as multiple listing services,tax assessment records, public land records and other such data sources for the area in which the property is located. 13. 1 obtained the information, estimates, and opinions furnished by other parties and expressed in this appraisal report from reliable sources that I believe to be true and correct. 14. 1 have taken into consideration the factors that have an impact on value with respect to the subject neighborhood, subject property, and the proximity of the subject property to adverse influences in the development of my opinion of market value. I have noted in this appraisal report any adverse conditions (such as, but not limited to, needed repairs, deterioration, the presence of hazardous wastes, toxic substances, adverse environmental conditions, etc.) observed during the inspection of the subject property or that I became aware of during the research involved in performing this appraisal. I have considered these adverse conditions in my analysis of the property value, and have reported on the effect of the conditions on the value and marketability of the subject property. 15. 1 have not knowingly withheld any significant information from this appraisal report and, to the best of my knowledge, all statements and information in this appraisal report are true and correct. 16. 1 stated in this appraisal report my own personal, unbiased, and professional analysis, opinions, and conclusions, which are subject only to the assumptions and limiting conditions in this appraisal report. 17. 1 have no present or prospective interest in the property that is the subject of this report, and I have no present or prospective personal interest or bias with respect to the participants in the transaction. I did not base, either partially or completely, my analysis and/or opinion of market value in this appraisal report on the race, color, religion, sex, age, marital status, handicap, familial status, or national origin of either the prospective owners or occupants of the subject property or of the present owners or occupants of the properties in the vicinity of the subject property or on any other basis prohibited by law. 18. My employment and/or compensation for performing this appraisal or any future or anticipated appraisals was not conditioned on any agreement or understanding, written or otherwise, that I would report (or present analysis supporting) a predetermined specific value, a predetermined minimum value, a range or direction in value, a value that favors the cause of any party, or the attainment of a specific result or occurrence of a specific subsequent event (such as approval of a pending mortgage loan application). 19. 1 personally prepared all conclusions and opinions about the real estate that were set forth in this appraisal report. If I relied on significant real property appraisal assistance from any individual or individuals in the performance of this appraisal or the preparation of this appraisal report, I have named such individual(s) and disclosed the specific tasks performed in this appraisal report. I certify that any individual so named is qualified to perform the tasks. I have not authorized anyone to make a change to any item in this appraisal report; therefore, any change made to this appraisal is unauthorized and I will take no responsibility for it. 20. 1 identified the lender/client in this appraisal report who is the individual, organization, or agent for the organization that ordered and will receive this appraisal report. Freddie Mac Form 72 March 2005 Page 6 of 7 Fannie Mae Form 1025 March 2005 Form 1025—"TOTAL for Windows"appraisal software by a Is mode,inc.—1-800-ALAMODE File Na.270059] #000357Small Residential Income Property Appraisal Report ile/270059 21. The lender/client may disclose or distribute this appraisal report to: the borrower; another lender at the request of the borrower; the mortgagee or its successors and assigns; mortgage insurers; government sponsored enterprises; other secondary market participants; data collection or reporting services; professional appraisal organizations; any department, agency, or instrumentality of the United States; and any state, the District of Columbia, or other jurisdictions; without having to obtain the appraiser's or supervisory appraiser's (if applicable) consent. Such consent must be obtained before this appraisal report may be disclosed or distributed to any other party (including, but not limited to, the public through advertising, public relations, news, sales, or other media). 22. 1 am aware that any disclosure or distribution of this appraisal report by me or the lender/client may be subject to certain laws and regulations. Further, I am also subject to the provisions of the Uniform Standards of Professional Appraisal Practice that pertain to disclosure or distribution by me. 23. The borrower, another lender at the request of the borrower, the mortgagee or its successors and assigns, mortgage insurers, government sponsored enterprises, and other secondary market participants may rely on this appraisal report as part of any mortgage finance transaction that involves any one or more of these parties. 24. If this appraisal report was transmitted as an "electronic record" containing my "electronic signature," as those terms are defined in applicable federal and/or state laws (excluding audio and video recordings), or a facsimile transmission of this appraisal report containing a copy or representation of my signature, the appraisal report shall be as effective, enforceable and valid as if a paper version of this appraisal report were delivered containing my original hand written signature. 25. Any intentional or negligent misrepresentation(s) contained in this appraisal report may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment or both under the provisions of Title 18, United States Code, Section 1001, et seq., or similar state laws. SUPERVISORY APPRAISER'S CERTIFICATION: The Supervisory Appraiser certifies and agrees that: 1. 1 directly supervised the appraiser for this appraisal assignment, have read the appraisal report, and agree with the appraiser's analysis, opinions, statements, conclusions, and the appraiser's certification. 2. 1 accept full responsibility for the contents of this appraisal report including, but not limited to,the appraiser's analysis, opinions, statements, conclusions, and the appraiser's certification. 3. The appraiser identified in this appraisal report is either a sub-contractor or an employee of the supervisory appraiser (or the appraisal firm), is qualified to perform this appraisal, and is acceptable to perform this appraisal under the applicable state law. 4. This appraisal report complies with the Uniform Standards of Professional Appraisal Practice that were adopted and promulgated by the Appraisal Standards Board of The Appraisal Foundation and that were in place at the time this appraisal report was prepared. 5. If this appraisal report was transmitted as an "electronic record" containing my "electronic signature," as those terms are defined in applicable federal and/or state laws (excluding audio and video recordings), or a facsimile transmission of this appraisal report containing a copy or representation of my signature, the appraisal report shall be as effective, enforceable and valid as if a paper version of this appraisal report were delivered containing my original hand written signature. APPRAISER0 Y I�REII ED Signature z�1�� ,� Ls n Sign to _ Name Cynthia�Bennett Name Robert B.Ranting,MAI,SRA Company Nam)Anderson a Carr Inc. Company Name Anderson&Carr,Inc. Company Address 521 S.Olive Ave.West Palm Beach,FL Company Address 521 S.Olive Ave.West Palm Beach FL 33401 33401 Telephone Number (561)833-1661 Telephone Number 1561►833-1661 Email Address cbennett@andersoncarr.com Email Address rbanting@andersoncarr.corn Date of Signature and Report February 1,2007 Date of Signature February 1,2007 Effective Date of Appraisal January26,2007 State Certification# St.Cert.Gen.REA RZ4 State Certification# St.Cert.Res.REA RD4014 or State License# or State License# State FL or Other(describe) State# Expiration Date of Certification or License 11/30/2006 State FL Expiration Date of Certification or License 11/30/2008 SUBJECT PROPERTY ADDRESS OF PROPERTY APPRAISED Z Did not inspect subject property 402 NW 12th Ave ❑ Did inspect exterior of subject property from street Boynton Beach,FL 33435-3097 Date of Inspection ❑ Did inspect interior and exterior of subject property APPRAISED VALUE OF SUBJECT PROPERTY$ 170,000 Date of Inspection LENDER/CLIENT COMPARABLE SALES Name Vivian Brooks,Planning Director P Did not inspect exterior of comparable sales from street Company Name Boynton Beach CRA F7 Did inspect exterior of comparable sales from street Company Address 915 S.Federal Highway Boynton Beach FL Date of Inspection 33435 Email Address Brooks Vi@ci.boynton-beach.fl.us Freddie Mac Form 72 March 2005 Page 7 of 7 Fannie Mae Form 1025 March 2005 Form 1025—"TCTAL for Windows"appraisal software by a la mode,Inc.—1-800-ALAMODE File No.270059 #O00357Small Residential Income Property Appraisal Report Elle#270059 FEATURE SUBJECT COMPARABLE SALE#4 COMPARABLE SALE#5 COMPARABLE SALE#6 Address 402 NW 12th Ave 807 NE 3rd Street Bo nton Beach Boynton Beach Proximity to Subject ")0.60 miles 0.15 miles Sale Price $ N/A $ Sale Price/Gross Bldg.Area $ sq.ft $ 109.28 s .ft Gross Month/ Rent $ 1,200 Gross Rent Multiplier r 7 Price per Unit $ $ 106,000,>,:, Price per Room Is $ 26,500 Price per Bedroom $ $ Rent Control ❑Yes ®No ❑Yes ®No ❑Yes ®No ❑Yes ❑No Data Sources ;ti Public records RealQuest Verification Sources `'•���, ,`}',�� MLS Owner/Realtor.deed VALUE ADJUSTMENTS DESCRIPTION DESCRIPTION +— Adjustment DESCRIPTION +L—)Adjustment DESCRIPTION +H Adjustment Sale or Financing private finance Concessions I$175 000 Date of Sale Time i 1218/06 Location .Urban Urban Leasehold/Fee Simple Fee Simple Fee Simple Site 2,950 SF 7,300 SF -43,500 View Residential Residential Design S Ie ou iex Ou lex Quality of Construction CAS/ay.— CBS/avg. Actual Age 48 years 34 years Condition Average Below averse +15,000 Gross Building Area 910 1 94 Unit Breakdown Total Bdrms Baths Total Bdrms Baths Total Bdrms Baths Total Bdrms Baths Unit#1 2 1 1 4 2 1 Unit#2 2 1 1 4 2 1 Unit#3 Unit#4 Basement Description N/A N/A Basement Finished Rooms N/A NIA Functional Utility Avera a Average Heating/Cooling unit AC unit AC Energy Efficient Items None iNone Parkin On/Off Site Street parking lOn site parking Parch/Patio/Deck Cov.entry Cov. try Effective Units 1.5 eff.units 2 eff.units Sales Price/Effective Unit $106.000 Net Adjustment otal + X— $ 28,500 ❑+ ❑— $ ❑+ ❑— $ Adjusted Sale Price Net 13.4 °% Net % Net % of Com stables t Gross 27.6 % $ 183,50o Gross % $ Gross % $ Adjusted Price Per Unit (Adi.sRcomp/#mcompu°as) $ 91,750 $ Adjusted Price Per Room(Adj.sR comp/#of comp Rooms) $ 22,938 Adjusted Price Per Bedrm(Adi.SR comp/#of comp Bedrooms $ Report the results of the research and analysis of the prior sale or transfer istol of the subject prope and com arable sales(report additional prior sales on page 3). ITEM SUBJECT I COMPARABLE SALE#4 COMPARABLE SALE#5 COMPARABLE SALE#6 Date of Prior Sale/Transfer 1/2001 11/05 Price of Prior Sale/Transfer $10,000 $200,000 Oats Sources Public records Public records Effective Date of Data Sources January 28 2007 January 28 2007 Analysis of prior sale or transfer history of the subject property and comparable sales Sale 4 previous sale occurred in 11/05 for$200,000.The duplex was being renovated by the current purchaser a contractor when the property owner died.The current property owner purchased the property from the estate with the sales price reflecting the unfinished condition.It was not leased at the time of sale due to the uninhabitable condition of the improvements as flooring,appliances and painting was needed per current owner. Analysis/Comments Freddie Mac Form 72 March 2005 Fannie Mae Form 1025 March 2005 Form 1025.(AC)—"TOTAL for Windows"appraisal software by a la mode,Inc.—1-800-ALAMODE Supplemental Addendum File No.270059 File No. 270059 Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave CltV Boynton Beach County Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Purpose of Report: The purpose of this summary appraisal report is to estimate the market value, fee simple estate, of the subject property as of January 26,2007. Intended Use/User of the Report: The intended use of this report is to provide the client, Boynton Beach CRA.with a supportable estimate of value for the subject property which can be utilized for possible acquisition purposes. This appraisal report may not be suitable for other purposes. Client Disclosure: This summary appraisal report has been prepared for Boynton Beach CRA and/or assigns. Use of this report by others is not intended by the appraiser. Scope of Assignment: The traditional appraisal approaches include the cost approach, the sales comparison approach, and the income capitalization approach. We have considered all three approaches in this assignment, and applied the income and sales comparison approaches in our valuation. The cost approach is based on the principle of substitution, i.e. a buyer would pay no more for a property than the cost of acquiring a like site and constructing improvements with the same utility. This approach is most applicable when improvements are new and represent the highest and best use of the property and for special purpose properties when no comparisons are available.The older the improvements, however,the less reliable the approach becomes, due to the difficulty in estimating and supporting depreciation for older improvements.According to Palm beach County Property Appraisers Office, the subject was originally constructed in 1959. However, the cost approach has been utilized. It is the appraisers'view that an investor in the case of the subject would not make his investment decision based on a cost analysis. Depreciation is difficult to isolate and quantify in older buildings and this limits the reliability of the cost approach. The appraisers have relied on the income capitalization and sales comparison approaches in valuing the subject property,which they believe a prudent investor would as well. In the process of gathering data for the sales comparison approach to value,we conducted a search of our appraisal files and public information services such as the Palm Beach County Property Appraisers public access system and the Palm Beach County Clerks Office, as well as subscription based information sources such as CoStarComps.com and RealQuest.com for comparable sales in the relevant market area.We searched for the most similar sales to the subject property. The sales ultimately selected for further analysis were the best comparable sales we were able to find in the West Palm Beach market.We obtained and verified additional information on the comparable properties with a party to the transaction,or a broker or agent of the parties when possible. Rental data was gathered through the use of online services such as MLS and Loopnet as well as a search of the local market around the subject and a review of this office's past appraisal files. We inspected the interior and exterior of the subject property and the exterior of the comparables. Physical data pertaining to the subject property was obtained from personal inspection of the interior and exterior, site and partial building plans,and public information sources. We make no warranty as to the authenticity and reliability of representations made by those with whom we verified sales, rental and other information.We have taken due care in attempting to verify the data utilized in this analysis. We based our analysis and conclusions on overall patterns rather than on specific representations. This appraisal is presented in a summary report. Form TADD—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE Supplemental AddendumFile No.270059 File No. 270059 Borrower Client Client:Boynton Beach CRA Properly Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Sales History: A title search for the subject property has not been provided and this appraiser has not ordered or performed one. The research that has been conducted(in house computer search of the Palm Beach County public records through First American Real Estates Solutions and Win2Data indicated that the subject property has not sold or changed hands in the open market within the past five years.The subject was purchased in January,2001 for$10,000 as in O.R. Book 12283, Page 0840.Since that time,the owner stated that she spent$40,000 improving the property. 2006 Assessed Value and Taxes: The subject property has been assessed by the Palm Beach County Tax Assessor's office for a total value of $70,590 with$46,578 attributed to the improvements and$24,012 attributed to the site, indicating a total tax liability of$1,754.The taxes have been paid. Home and Mold Inspection Recommended: Unless otherwise stated in the appraisal report, the appraiser has no knowledge of any hidden or unapparent conditions of the property that would make the property more or less valuable.The appraiser makes no guarantees or warranties, express or implied, regarding the condition of the property. This summary appraisal report is not a home inspection and cannot be relied upon to disclose defects or conditions in the property.The appraiser performs an inspection of visible and accessible areas only. Mold may be present in areas the appraiser cannot see. A professional home inspection or environmental inspection is recommended. Structural Assumption: The final value assumes that there are no structural defects in the building. The appraiser reserves the right to amend the appraisal subject to any adverse findings. An inspection by a certified general contractor is recommended. Form TAOD—"TOTAL for Windows"appraisal software by a la made,inc.—1-800-ALAMODE File Na.270059 Subject Photos Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach CoUntV Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Subject Front �{Sj}fi{£�}�l 402 NW 12th Ave :iisNo � 11� i I Subject Rear l Subject Street F t 4 „ a Form PICPIX.TR—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE Anderson&Carr,Inc. File No.270059 Photograph Addendum Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave city Boynton Beach County Palm Beach State FL Tp Code 33435.3097 Lender Boynton Beach CRA t+ + ��i)\{111.,(t{�+a�� t yah 1+ i Unit A Unit A - ������f�\}�}y�lthi4lto 1 if sr���zt1*m uw r d 14� Int, f r 1 Unit A Unit B (1g"- t 1 i tiSt+ ` i t aer �{1 Utrl��SV'. � i Unit B Unit B Form PICSIX—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.27oD59 Comparable Photo Page Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave MtV Boynton Beach countv Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Comparable 1 201 NW 7th Court 7 i lit t t t s s F,r \t7t� �`j� 4rititl�`�r ,���1 �iS� ;J_ 1 i 9 "tt�aU1 t�Tyt�Stii u1 �ih�r���1 �r`i1r)t iti 3 � } T,r ' iC ii�t�t4 ri���>� ih,r==itat Jlyfl�rY�t?tr - 7 .�A,kr Comparable 2 203 SE 4th Ave �i AW 11,t'� Comparable 3 207 SE 4th Ave s �F u� S -v �tU Form PICPIX.BR—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.270059 Comparable Photo Page Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Comparable 4 807 NE 3rd Street a Form PICPIX.BR—"TOTAL for Windows"appraisal software by a la made,inc.—1-800-ALAMODE File No.270059 Building Sketch (Page - 1) Borrower Client Client.Boynton Beach CRA PropertV Address 402 NW 12th Ave GitV Boynton Beach Gormtv Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA 13.ao Bedroom Bath Kitchen Dining Entry Living Room Bedroom Bath Kitchen Dining Entry Living Room iaoo Sketch by Apex IV- Comments: AREA CALCULATIONS SUMMARY LIVING AREA BREAKDOWN Code Description Net Size Net Totals Breakdown Subtotals GLA1 First Floor 910.00 910.00 First Floor 13.00 x 70.00 910.00 Net LIVABLE Area (Rounded) 910 1 Item (Rounded) 910 Form SKT.BldSkITOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.270059 Plat Map Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Cade 33435-3097 Lender Boynton Beach CRA Ii I 1-D I 100'4180 17014160 p 40M 4100 1ZDI141404150 0110 3240 3220 :3180 L 00W 70 �rr Form MAP.PLAT—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE File No.270059 Aerial Map Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave CjtV Boynton Beach County Palm Beach State FL Zip Code 33435.3097 Lender Boynton Beach CRA � '«14 3 Al WT a It�1�- r§ flt \ ' v 4 f 1 m i \iLu' I 1"Wl i A , 1 , Ory Form MAP.Site—"TOTAL for Windows"appraisal software by a la made,inc.—1-800-ALAMODE File No.270059 Comparable Sales Map Borrower Client Client:Boynton Beach CRA Property Address 402 NW 12th Ave Cil Boynton Beach GoUfltV Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA Win T, Tree o � c' �)I MapPoint r $wi +P hetPer tE€httelBtly Palm B A t; — its IPadt ofII jdm':e.Toe=Rtl= - � =Fld s T L Menton € I 1n a-Ra LuciBa or ' Ga I Ln pF� o' iN�K4Une Dr- P e PohR m 5{D cIleenYer Rd V Hill,RdaeN P.J. , Perlwlnkie Z taia4rq qub c '',. y Brown Rd Brawn RCor 1 Arthro 1.Y {�A Atte Rd... 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'I � N✓V 8th Ava Bw' - I -- � � � - � _ 'NE Bih Ave O` 3 _ 5 m rJE 7m avo INet car or z hW 6Yh AYe rr" NE 6th A n z d�dVl6an Rtl _- z � a• � i w m Hve C yayhe +. Gtvi C1 m» I • • a p m MN 4iB Ave - ryE 4th Ave BoyrAon v Coral R doe, 9eaoih 9v 3 $ 1 Ail .. -- a-: N`N afvVtst .— —rii- e__�a�P°acn'fiE and Ava A vk sr Ve ryt:. _- NE tst Ave Coaonlh NLn Ave sw 1 F r._= g m sE 1st Ave- 92 _ m SE'—AV i i a a ' Hudson Ave 91't7 C AV J _-i 1u i. Oc—or 7 -SW 3rd Ave _ n SE art{A r I 41w n3 4tF Ave SE 4M Ave- 6 n SW Sih:Aue _ _ o If Gtr u' SFI 5th Ave SE Stl1 AveAVe I .. i .. AM SE 61h A e- • , J M 'lip�`�Ave' �I ISW m d =SW nh Ave - SE 71h Ave=- n 4 • a SW 81hA — - SE Mh Ave I '^ yy %'�tf ri Or SW oB1fL �lYr - SW 9th Aye =2 y SE Rh Ave:= j ? ar H bout Or N 2 Nb a $ddI1 2 - SE 101h Ave I I'�, Harbour 015 so w I sAra3tn Ave g m rt-mai la Ln swlah Ave sE rxn Ave sw tan Ave _ y,- Adams Rd sW to VV4 = - r rwA '° ra or u 4flh A. DSW 141h-Ave SN 15th P"a 9`7716 Ave ------SYY,iSN A 4{ -- 1 Sw 15th Ave SE 15th Ave 75; :. echv,,,D,g N __- EWoolbrighdftd DB sw 1fNa p.Ye Ave to iii ff - Met,Blvd- -.5' ISE 10h A P veltor. - Na _ Sllfl hLn' SatBh Blvd - i N"gh Pm Blvd S,200 Ave �ovontri� - Fk ,�rdY �s'� /F/ H9h-Pairt BWd =- # ""'vRsE rlst ave ( Larx Dr gl jl"I_ - �FPmntct ar5enrortce xeP¢e ua orsor.nv. SW 231d.Aa - 0r - Form MAP.Comp—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE Supplemental Addendum dile No.270059 File No. 270059 Borrower Client Client,Boynton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Code 33435.3097 Lender Boynton Beach CRA QUALIFICATIONS OF APPRAISER ROBERT B.BANTING,MAI,SRA PROFESSIONAL DESIGNATIONS-YEAR RECEIVED MAI- Member Appraisal Institute-1984 SRA- Senior Residential Appraiser,Appraisal Institute-1977 SRPA-Senior Real Property Appraiser,Appraisal Institute-1980 State-Certified General Real Estate Appraiser,State of Florida,License No.RZ4-1991 EDUCATION AND SPECIAL TRAINING Licensed Real Estate Broker-43748-State of Florida Graduate,University of Florida,College of Business Administration,BSBA(Major-Real Estate&Urban Land Studies)1973 Successfully completed and passed the following Society of Real Estate Appraisers(SREA)and American Institute of Real Estate Appraisers(AIREA)courses and/or exams:Note:the SREA&AIREA merged in 1991 to form the Appraisal Institute. SREA R2: Case Study of Single Family Residence SREA 201: Principles of Income Property Appraising SREA: Single Family Residence Demonstration Report SREA: Income Property Demonstration Report AIREA 1B: Capitalization Theory and Techniques SREA 101: Introduction to Appraising Real Property AREA: Case Studies in Real Estate Valuation AIREA: Standards of Professional Practice AIREA: Introduction to Real Estate Investment Analysis AIREA 2-2: Valuation Analysis and Report Writing AIREA: Comprehensive Examination AIREA: Litigation Valuation AIREA: Standards of Professional Practice Part C ATTENDED VARIOUS APPRAISAL SEMINARS AND COURSES INCLUDING The Internet and Appraising Golf Course Valuation Discounting Condominiums&Subdivisions Narrative Report Writing - Appraising for Condemnation Condemnation:Legal Rules&Appraisal Practices Condominium Appraisal Reviewing Appraisals Analyzing Commercial Lease Clauses Eminent Domain Trials Tax Considerations in Real Estate Testing Reasonableness/Discounted Cash Flow Mortgage Equity Analysis Partnerships&Syndications Hotel and Motel Valuation Advanced Appraisal Techniques Federal Appraisal Requirements Analytic Uses of Computer in the Appraisal Shop Valuation of Leases and Leaseholds Valuation Litigation Mock Trial Residential Construction From The Inside Out Rates,Ratios,and Reasonableness Analyzing Income Producing Properties Development of Major/Large Residential Projects Standards of Professional Practice Regression Analysis In Appraisal Practice Federal Appraisal Requirements Engaged in appraising and consulting assignments including market research,rental studies,feasibility analysis,expert witness testimony,cash flow analysis,settlement conferences,and brokerage covering all types of real estate since 1972. President of Anderson&Carr,Inc.,Realtors and Appraisers,established 1947 Past President Palm Beach County Chapter,Society of Real Estate Appraisers(SREA) Realtor Member of Central Palm Beach County Association of Realtors Special Master for Palm Beach County Properly Appraisal Adjustment Board Qualified as an Expert Witness providing testimony in matters of condemnation,property disputes,bankruptcy court, foreclosures,and other issues of real property valuation. Member of Admissions Committee,Appraisal Institute-Saudi Florida Chapter Member of Review and Counseling Committee,Appraisal Institute-South Florida Chapter Approved appraiser for State of Florida,Department of Transportation and Department Natural Resources. Instructor of seminars,sponsored by the West Palm Beach Board of Realtors. Authored articles for The Palm Beach Post and Realtor newsletter. Real Estate Advisory Board Member,University of Florida. TYPES OF PROPERTY APPRAISED-PARTIAL LISTING Air Rights Medical Buildings Apartment Buildings Churches Amusement Parks Department Stores Hotels-Motels Marinas Condominiums Industrial Buildings Office Buildings Shopping Centers Residences-All Types Mobile Home Parks Service Stations Leasehold Interests Special Purpose Buildings Restaurants Golf Courses Financial Institutions Auto Dealerships Vacant Lots-Acreage Residential Projects Easements "I am currently certified under the continuing education program of the Appraisal Institute." Form TADD—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE Supplemental Addendum File No.270059 File Na. 270059 Borrower Client Client-Boynton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Code 33435-3097 Lender Boynton Beach CRA QUALIFICATIONS OF APPRAISER CYNTHIA A.BENNETT GENERAL,INFORMATION Licensed Real Estate Broker-State of Florida State Certified Residential Real Estate Appraiser#RD4014 EDUCATION AND SPECIAL TRAINING Quinnipiac College,2 years Successfully completed and passed the following courses: ABI: Licensed Residential Appraisal Course 1 - 10/93 AB2: Certified Residential Appraisal Course 2- 11/93 A133: Certified General Appraisal Course 3 - 12/93 A132: Residential Real Estate Appraisal Techniques- 12/95,5/02 Real Estate Finance-8/96,7/02 Seminars: Red Flags:Property Inspection-6/98 Environmental Considerations-6/98 Supporting Sales Comparison Grid Adjustments-3/99 FHA 4150-2 Seminar-9/00 Small Residential Income Property-3/02 Engaged in research and appraising real estate with Anderson and Carr,Inc.since March of 1994. Resident of Palm Beach County since 1993. TYPES OF PROPERTY APPRAISED Vacant Commercial Land Professional Office Condominiums Vacant Residential Land Medical Office Condominiums Single Family Residences Improved Retail Commercial Residential Condominiums Apartment Buildings Special Purpose Properties Office Buildings Agricultural Land Industrial Buildings Acreage Churches Warehouses Form TADD—"TOTAL for Windows"appraisal software by a la mode,inc.—1-800-ALAMODE Supplemental AddendumFile Na.270059 File No, 270059 Borrower Client Client:Bo nton Beach CRA Property Address 402 NW 12th Ave City Boynton Beach County Palm Beach State FL Zip Code 33435.3097 Lender Boynton Beach CRA A. I certify that,to the best of my knowledge and belief,the reported analysis,opinions and conclusions were developed,and this report has been prepared in conformity with the requirements of the code of professional ethics and the standards of professional appraisal practice of the Appraisal Institute. B. I certify that the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representative. C. The appraisers have performed within the context of the competency provision of the Uniform Standards of Professional Appraisal Practice. D.The use of this report is subject to the requirements of the Appraisal Institute and the State of Florida Division of Real Estate, Florida Real Estate Board,relating to review by their duly authorized representatives. E. This appraisal report has been prepared for the exclusive benefit of the client.It may not be used or relied upon by any other party.Any party who uses or relies upon any information in this report,without the preparer's written consent,does so at this own risk.If this report is placed in the hands of anyone but the client,client shall make such party aware of all the Assumptions and Limiting Conditions ofthis assignment. F. As of the date of this report, Robert B. Banting, MAI, SRA has completed the requirements of the continuing education program of the Appraisal Institute. G.ACCEPTANCE OF,AND/OR USE OF THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE OF THE PRECEDING CONDITIONS. Form TADD—"TOTAL for Windows"appraisal software by a la mode,!no.—1-800-ALAMODE a Wt a t for Humanl y January 31, 2022 Thuy Shutt Executive Director 100 E Ocean Ave 4th floor Boynton Beach, FL 33435 Re; Letter of Interest Dear Ms. Shutt, Attached please find a map of a vacant properties at 402 NW 12th Ave. (PCM 08-43-45- 21-14-000-4150), and 404 NW 12th Ave. (PCN 08-43-45-21-14-000-4140) which Habitat for Humanity of South Palm Beach County respectfully requests that the Boynton Beach Community Redevelopment Authority transfer to Habitat for Humanity of South Palm Beach County. Such approval would enable us to construct a single-family home consisting of 3 Bedrooms, 2 Bathrooms, a 1 Car Garage, All Tile, Hurricane Impact Windows, Double Truss Strapping, Owen's Corning 20 Year Architectural Shingle hoof, Landscape with Sprinkler System, Stucco Siding to Resemble Hardy Board, Covered Porch lined with Columns and Railings, Whirlpool Appliances, Pastel Color Exterior. The timeline to complete each project would be 24 months from closing. Pictures of representative homes are attached. We feel that with the help of the Boynton Beach CRA we can continue to meet our mission to upgrade the Boynton Beach community and provide affordable and attainable housing to low-income families who need it the most. Sincerely, 1 Jeffery Fengler Director of Construction Habitat for Humanity SPDC ° f fie'g 561-371-2191 Attachment 1 Pictured homes are representative samples of homes that Habitat S BC builds. Final home design will be determined based on the actual size of the property. 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'`7 r s ,r a ar3 arr t Y r?.�f r.�}45 '� +}}�}r�rk`•a ti� Y� f� t � 6-�r-'�� a `y i r v you - ru BOYNTO 16iiii B E M �YYa4a�±r'Ari`,A Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 BOYNTO C D wimBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 NEW BUSINESS AGENDAITEM: 17.C. SUBJECT: Consideration of Modifications to the Terms of the Homebuyer Assistance Program Grant Agreement between Ian and Tosi Rigby and the CRA SUMMARY: On December 9, 2008, the CRA Board approved Ian and Tosi Rigby's HAP application and purchase assistance grant in the amount of $50,000 to be used for the purchase of a new home located at 717 NW 2nd Street (Attachments I & 11). The Rigbys have owned the home for approximately thirteen (13)years. On January 6, 2020, the CRA Board approved the sale of the Rigby residence and waived the Promissory Note requirement of fifty percent (50%) equity share and four percent (4%) interest payment to the CRA if the Rigbys tried to sell the property to an income qualified buyer (see Attachment 111). However, the Rigbys never sold the property. On February 28, 2022, the CRA received a letter from the Rigbys requesting the CRA Board consider a waiver and/or change to the Promissory Note in order to refinance the home without repayment of the entire principal balance and interest and allow them to utilize a small portion of the equity to pay debts, bills, and other financial obligations (see Attachment IV). On March 2, 2022, the CRA received the loan estimate from M&T Bank that outlines the terms of the refinance (see Attachment V). Under the terms of Promissory Note (see Attachment VI) the following conditions apply if they were to refinance the property: • Borrower elects to refinance the Property, Borrower shall repay the entire principal balance in full to Lender, together with interest at four percent (4%) per annum calculated from the time of purchase of the Property. If the CRA approves the refinance, as requested, the CRA will be required to execute a subordination agreement. Under the terms of the CRA's Subordination Policy (Attachment VI 1) the following conditions apply: • The CRA does not support the owner using equity for any items other than the house itself. If the purpose of the new loan is home repair or reasonable improvements, the need must be substantiated by an inspection of the property by a CRA staff member and a contract for the proposed repairs must be furnished by the homeowner. • The CRA will not subordinate its mortgage for owners attempting to obtain a line of credit or consolidate debt, as this would enable them to increase their debt for purposes other than home improvement. If the owner wants to refinance the first mortgage at a lower rate and/or for a shorter loan term, the CRA may subordinate if: 1. Additional money isn't being borrowed (unless its purpose is for home repair or reasonable improvements). 2. The resulting housing cost (P I T I) does not exceed the housing cost (P I T I) calculation of the original loan. 3. The new loan is for a fixed rate. FISCAL IMPACT: To be determined by the Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD OPTIONS: To be determined by the CRA Board ATTACHMENTS: Description D Attachment I - HAP Grant Agreement D Attachment II - Property Aerial Map D Attachment III -January 6, 2020 Agenda Item & Minutes - Rigby Request to Sell D Attachment IV - February 28, 2022 Rigbys Letter Requesting Approval of Refinancing Terms D Attachment V - Rigby Good Faith Estimate D Attachment VI - HAP Promissory Note D Attachment VII -CRA Subordination Policy Prepared by: Lisa Bright Boynton Beach CRA 915 S. Federal Highway Boynton Beach, FL 33435 561-737-3256 Record and return to: Meridian International Title Services 25 Seabreeze Ave., #202 Delray Beach, FL 33483 Boynton Beach Community Redevelopment Agency Homebuyer Assistance Program Agreement In order to further its goal of creating affordable housing opportunities, the Boynton Beach Community Redevelopment Agency (Grantor)hereby grants financial assistance in the amount of$50,000.00 pursuant to its Homebuyer Assistance Program (Program) to IAN RIGBY and TOSI RIGBY, husband and wife(Grantee/s) to purchase real property described as: Lot 183, Block C, BOYNTONHILLS, according to the Plat thereof, as recorded in Plat Book 4, Page 51, of the Public Records of Palm Beach County, Florida. (Property) In exchange for the funding the Grantee/s understand and agree to the following terms and conditions. It is further understood by recipient that a lien shall be placed on the real property described above. 1. Grantee/s state that all information submitted to the Grantor in order for the Grantor to determine eligibility for the program is true and correct. 2. Grantee/s hereby state that the purchase price of the Property does not exceed$280,000. 3. Grantee/s hereby state that the amount of Program funding is not more than 50% of the cost of the Property. 4. Grantee/s hereby state that they have not owned a residence within the last three years prior to the purchase of the Property. 5. Grantee/s hereby state that they will submit proof of residency to the City and CRA annually by the anniversary of the closing date. 6. Grantee/s state that they understand that the grant amount will be secured by a second or third mortgage on the Property. a. The mortgage interest rate shall be 0%unless any of the following occur: i. The property is no longer occupied by the Grantee as their full time residence; ii. The grantee secures a line of credit, equity loan, etc. secured by the Property without the written consent of Grantor. iii. The property is leased. b. In the event that the Grantee/s sells the property to a non- income qualified buyer(a family whose income exceeds 120% of median household income for Palm Beach County), leases the property, refinances the property or does not reside in the property as their full-time residence, the full sum of the Grant plus interest of 4% annum from the date of this agreement shall be due and payable. 7. Grantee's state that they understand that upon the sale of the property within the first five (5)years of ownership, the Grantee's must pay eighty percent (80%) of the equity(determined by a fair market appraisal)to the Grantor. During years six (6)through (20), fifty percent (50%) of the equity shall be payable to CRA. During years twenty-on (2 1)through (30), fifteen percent (15%) of the equity is payable to CRA. The Grantor's share of equity is due at closing. 8. The Grantor reserves the right of first refusal to purchase the Property at the fair market value. Grantee must notify Grantor in writing of their intent to sell. The Grantor shall have 45 days from the date of receipt of intent to sell, to exercise the right to purchase. Grantor shall notify Grantee in writing of the decision. 9. Grantee acknowledges that it has received a Loan Assistance Note and Mortgage of even date with this Agreement and is familiar with, understands and accepts the terms and conditions contained therein as well as the terms and conditions contained in this Agreement F ,J W Page 3 of 3 For Grantor: For Grantee/s: Boynt a Beach Community Rede ',elopment Agency Executive Director Signature Lisa A. Bright Date: ,. Ian Ritb° _ Print Name 1 r Dater , Signature - Date: Tosi Rz,,b � m Print Name j , Date: ' ,> ti = ltt= i i t £ 3 tx t rt ^'v } I 1 t' t}� t 7' St} ry CS 06 c rd m � � xJ� 2 2;ti ra ML .. Cl., ry J Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 6, 2020 what he was doing. Board Member Penserga agreed with Board Member McCray and commented he favored the extension. Vice Chair Katz explained it was important the developer be aware of the Board's perspective. Mr. Camalier explained there will be a new owner if the buyer takes advantage of the opportunity zone. They sent 1,300 marketing packages to every large developer they could find. The rents in Boynton Beach are not anywhere near surrounding cities. He thought the site should be attractive, but if building a new building, it cost the same amount of money in Boynton as it does elsewhere. He noted 500 Ocean had some internal issues and rents were reduced. It was a problem because 500 Ocean was the only comparable in the downtown. He thought all should work together and he committed to being more transparent. Board Member Romelus agreed. Vote The motion unanimously passed. Attorney Duhy clarified the amendments were to the TIF, Purchase and Development Agreement and all deadlines will remain the same. Mr. Simon requested a motion to allow the Chair to sign once the amendment is approved by legal and counsel for the developer rather than having to bring it back to the next meeting. Motion Board Member Romelus so moved. Board Member McCray seconded the motion. The motion unanimously passed. 15. New Business A. Consideration of Terms of the CRA's Homebuyer Assistance Program between Ian and Tosi Rigby and the CRA Mr. Simon explained the individuals were first time homebuyers purchasing the property at 717 NE 6th Street, who received down payment assistance from the CRA in 2008. They have been in the home for 11 years and want to relocate. Under the existing agreement, they are required during the first six to 20 years of ownership, the buyer shall pay 50% of the equity to the CRA and years 21 to 30, the buyer would pay 15%. If the owner sells the property to a non-income qualified buyer, they would be responsible to pay some of the grant plus 4% interest from the date of the agreement. The Rigby's will pay back the $50K to the CRA and they are requesting the Board waive the 50% of their equity share on the sale of the home back to the CRA and the 4% interest charge on the amount of the grant. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 6, 2020 Chair Grant supported waiving the equity because they are paying back the loan. They desire to sell to a qualified buyer and he would support waiving the 4% interest on the loan. Board Member McCray also supported the request. Motion Board Member McCray so moved to waive the 50% and 4% interest, and they will try to sell to a qualified buyer. Board Member Romelus seconded the motion. The motion unanimously passed. Board Member Romelus inquired who built the homes and learned it was the Delray Beach and Boynton Beach Faith Based Community Redevelopment Agency, and the City, through the Development Department. The CRA offered the down payment assistance, and anyone who could provide the house at a certain price and had an income eligible buyer would get the assistance. This was also done in the preserve and scattered infill housing, and a little bit like Ocean Breeze West, except in the latter, the CRA invested in the site infrastructure instead of individual closings. The homes could be modified to be handicapped accessible. B. Consideration of an Interlocal Agreement between the Boynton Beach CRA and Solid Waste Authority of Palm Beach County Ms. Shutt explained this item was through the Blighted Property Program through the Solid Waste Authority. This is the fourth year receiving the grant. The CRA increased the grant award through the years. This is for site work and demolition for two properties the CRA will be addressing. The CRA is one of six entities awarded out of 14 who have applied through the County. The agreement is similar to what the Board approved last year, except for the properties and the grant amount. Staff and Legal Counsel reviewed the documents and sent them back with some changes. The direction is for the Board to approve the draft interlocal agreement and authorize the Board Chair to sign on final Legal review since they may not be able to wait until the February meeting. The grant is dispersed in two parts: upon signing the agreement and then again on the last activity. Chair Grant questioned if the temporary Library would be demolished. Mr. Simon explained when the application was submitted to the Solid Waste Authority, the intent was to issue a Request for Proposal. This would be an incentive for the agency using grant funds to pay for the demolition, that they would have to pay for otherwise. It is providing a cleaner site for the developer, which would expedite the process. Chair Grant commented there was nothing there and nothing there for years; it was a building that has been used and could be used. The Board does not know how much it would cost to fix it or tear it down. Mr. Simon asked if the intent was to RFP the building or occupy it. Chair Grant thought the City had needs that the building could accommodate. He queried if the building had to be demolished if the Board accepted the grant. Ms. Shutt explained this was specifically for the building. Before staff submitted the grant, they asked City staff about converting the property and what the cost would be to convert the building. 14 BOYNTO K. COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.A. SUBJECT: Consideration of Terms of the CRA's Homebuyer Assistance Program between Ian and Tosi Rigby and the CRA SUMMARY: On December 16, 2019 the CRA received a letter from past grant recipients of the Homebuyer Assistant Program (HAP), Ian and Tosi Rigby(Attachment 1). The CRA Board approved the Rigby's HAP application and purchase assistance grant in the amount of $50,000 on December 9, 2008, to be used for the purchase of a new home located at 717 NE 2nd Street (see Attachment 11). The Rigbys have owned the home for approximately eleven (11)years and are forced to relocate from the area due to family circumstances outside of their control. Under the terms of the HAP Agreement and Promissory Note (Attachments I11, IV &V) the following conditions apply if they were to sell the property: • Upon the sale of the Property, during years six(6)through twenty(20)of ownership, Borrower shall pay fifty percent (50%)of the equity in the Property to Lender. During years twenty-one (21)through thirty(30), Borrower shall pay fifteen percent (15%) of the equity in the Property to Lender. • In the event that the Grantee(s) sells the property to a non-income qualified buyer (a family whose income exceeds 120% of median household income for Palm Beach County), leases the property, refinances the property or does not reside in the property as their full- time residence, the full sum of the Grant plus four percent (4%) annual interest from the date of this agreement shall be due and payable. The Rigbys accept the term of repayment in full of the CRA's original grant amount and are requesting that the CRA Board waive the fifty percent (50%) equity share upon the sale of house as well the interest charge of four percent (4%)as described above. CRA staff supports the request to waive the fifty percent (50%) share of equity, however, staff is less eager to release the four percentage (4%) interest fee if not sold to an eligible buyer. The purpose of the repayment term was to maintain a cycle of affordability for at least 20 years. If the house could be sold to an income eligible buyer, the four percent (4%) interest charge would not apply. CRA staff is more than willing to assist the Rigbys to conduct the income eligibility verification of qualified, mortgage approved buyers in order to save the four percent (4%) interest charge on the grant. FISCAL IMPACT: To be determined by the Board CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD OPTIONS: Option 1: Approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house and the interest charge of four percent (4%) if the house is sold to a non-income eligible buyer. Option 2: Approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house as well as the interest charge of four percent (4%) if the house is sold to an income eligible buyer. Option 3: Do not approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house and the interest charge of four percent (4%) if the house is sold to a non-income eligible buyer. Option 4: Other terms and options as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Letter D Attachment II - Property Aerial Map D Attachment III - Minutes 12/9/08 Approving Ridgy HAP D Attachment IV - HAP Grant Agreement D Attachment V - HAP Promissory Note Ian &Tosi Rigby 717 NW 2"d St. Boynton Beach, FI 33435 561-460-1541 December 16, 2019 Dear Boynton Beach CRA & Board: I am writing to request that you please waive the penalty of 50% of the equity on our property and 4% interest annum on the $50,000 grant we received in May of 2009. We are willing and understand that we must repay the $50,000 grant upon the sale of our home and our main objective would be to sell to another qualified buyer. We have resided in our home for nearly 11 years and have truly enjoyed it. We regret that current circumstances with my father needing to now reside with us and relocate from the Bahamas makes us compelled to sell our home. My father is a paraplegic and has suffered a double amputation. Unfortunately, our home is not handicap nor easily wheelchair accessible and all 3 bedrooms are on the second floor. We also have 2 children and my father would need as much of his own space as we can possibly provide in a bigger home. It wasn't until his health took a turn for the worst that I realized as his only daughter it is best that he moves here with me in the U.S. My father would have better healthcare and opportunities that do not exist in the Bahamas for someone with his condition. I addition to our ordeal, hurricane Dorian has significantly impacted our finances by having to support our families in the Bahamas and the ones that are also displaced here. We are at your mercy and are heavily depending on as much funds as possible from our home's equity upon the sale to put down on another home. Considering our predicament, we would need our mortgage payments to be as affordable as we have been accustomed to for over 10 years. Please consider waiving the penalties due to these unusual, life changing circumstances. We have always maintained constant employment and have never been delinquent on our mortgage or any loan for that matter. We also wish to be remembered with good characters as appreciative grant recipients of the CRA. Appreciatively, ;4�A — -- Tosi Rigby Ian Rigby ltt= i i t £ 3 tx t rt ^'v } I 1 t' t}� t 7' St} ry CS 06 c rd m � � xJ� 2 2;ti ra ML .. Cl., ry J Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 9, 2008 K. Approval of Funding up to $20,000 from the Residential Improvement Program to Wilfred Byam L. Approval of Funding up to $20,000 from the Residential Improvement Program to Clara Marie Williams M. Approval of Funding up to $50,000 from the Homebuyers' Assistance Program to Sandra Gayle N. Approval of Funding up to $40,000 from the Homebuyers' Assistance Program to Ingrid Green O. Approval of Funding up to $50,000 from the Homebuyers' Assistance Program to Tosi Rigby P. Approval of Funding up to $40,000 from the Homebuyers' Assistance Program to Jeffrey and April Eddings Q. Approval of Michael B. Schorah & Asssociates, Inc.'s Marina Survey Bid Proposal to Perform Topographical and Underground Utility Surveys for the Boynton Harbor Marina Master Redevelopment Project Construction Drawings R. Approve Rescission of HR ILA with City of Boynton Beach Vice Chair Rodriguez pulled Item R. S. Approve Revised Benefits ILA with City Vice Chair Rodriguez pulled Item S. T. Update on Strand and Bond Market Ms. Ross pulled Item T. Motion Mr. Hay moved to approve the Consent Agenda with the exception of Items R, S and T. Ms. Ross seconded the motion that passed unanimously. Vivian Brooks, Assistant Director, announced several people wished to express their gratitude to the City and CRA for the Homebuyers' Assistance Program. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 9, 2008 Mr. and Mrs. Gayle, 12 Crossing Circle, thanked the organization for their assistance and allowing them to look forward to their"dream house." Tosi and Ian Rigby, thanked the City of Boynton Beach and the CRA for their assistance, which made a difference in their lives. They also thanked Jeff Wooster and Peggy Miller. Ms. Brooks noted of the eight houses set aside by the Homebuyers' Assistance Program, six had been sold. Great progress has been made since the Board's allocation of $400,000 last summer. She circulated photographs of the houses. VII. Information Only: A. CRA Policing Activity Report for the Month of October 2008 and District Statistics for the Months of October and November 2008 (This item would be addressed after Pulled Agenda Items) C. Boynton Beach CRA and Trolley Website Updates D. Trolley Route Ridership Update E. Planning and Development Board Meeting Agenda — November 25, 2008 VIII. Pulled Consent Agenda Items: R. Approve Rescission of HR ILA with City of Boynton Beach Vice Chair Rodriguez noted the agreement provided for Human Resource services by the City at a cost of $6,000 per year, or $500 per month. He remarked the CRA was a small organization and did not have a Human Resources Department. He believed the CRA would benefit from the interlocal agreement with the City, as it could provide oversight, compliance and legal support. The services provided by the agreement were critical, and he would feel more comfortable with the City performing the functions. He felt $6,000 per year for the services was reasonable and believed the agreement should not be terminated. Ms. Bright explained the City Commission directed that a process be created for CRA staff to have access to the City's Human Resource services. During the budget cycle, CRA Staff requested the agreement be rescinded. The Board concurred, as CRA staff utilized the services of independent Human Resource consultants rather than the City's services. No new hires were planned for this year and positions had not been funded. If the Board felt the agreement should not be rescinded, CRA staff would be forced to pull $6,000 out of the contingency fund. 5 Prepared by: Lisa Bright Boynton Beach CRA 915 S. Federal Highway Boynton Beach, FL 33435 561-737-3256 Record and return to: Meridian International Title Services 25 Seabreeze Ave., #202 Delray Beach, FL 33483 Boynton Beach Community Redevelopment Agency Homebuyer Assistance Program Agreement In order to further its goal of creating affordable housing opportunities, the Boynton Beach Community Redevelopment Agency (Grantor)hereby grants financial assistance in the amount of$50,000.00 pursuant to its Homebuyer Assistance Program (Program) to IAN RIGBY and TOSI RIGBY, husband and wife(Grantee/s) to purchase real property described as: Lot 183, Block C, BOYNTONHILLS, according to the Plat thereof, as recorded in Plat Book 4, Page 51, of the Public Records of Palm Beach County, Florida. (Property) In exchange for the funding the Grantee/s understand and agree to the following terms and conditions. It is further understood by recipient that a lien shall be placed on the real property described above. 1. Grantee/s state that all information submitted to the Grantor in order for the Grantor to determine eligibility for the program is true and correct. 2. Grantee/s hereby state that the purchase price of the Property does not exceed$280,000. 3. Grantee/s hereby state that the amount of Program funding is not more than 50% of the cost of the Property. 4. Grantee/s hereby state that they have not owned a residence within the last three years prior to the purchase of the Property. 5. Grantee/s hereby state that they will submit proof of residency to the City and CRA annually by the anniversary of the closing date. 6. Grantee/s state that they understand that the grant amount will be secured by a second or third mortgage on the Property. a. The mortgage interest rate shall be 0%unless any of the following occur: i. The property is no longer occupied by the Grantee as their full time residence; ii. The grantee secures a line of credit, equity loan, etc. secured by the Property without the written consent of Grantor. iii. The property is leased. b. In the event that the Grantee/s sells the property to a non- income qualified buyer(a family whose income exceeds 120% of median household income for Palm Beach County), leases the property, refinances the property or does not reside in the property as their full-time residence, the full sum of the Grant plus interest of 4% annum from the date of this agreement shall be due and payable. 7. Grantee's state that they understand that upon the sale of the property within the first five (5)years of ownership, the Grantee's must pay eighty percent (80%) of the equity(determined by a fair market appraisal)to the Grantor. During years six (6)through (20), fifty percent (50%) of the equity shall be payable to CRA. During years twenty-on (2 1)through (30), fifteen percent (15%) of the equity is payable to CRA. The Grantor's share of equity is due at closing. 8. The Grantor reserves the right of first refusal to purchase the Property at the fair market value. Grantee must notify Grantor in writing of their intent to sell. The Grantor shall have 45 days from the date of receipt of intent to sell, to exercise the right to purchase. Grantor shall notify Grantee in writing of the decision. 9. Grantee acknowledges that it has received a Loan Assistance Note and Mortgage of even date with this Agreement and is familiar with, understands and accepts the terms and conditions contained therein as well as the terms and conditions contained in this Agreement F ,J W Page 3 of 3 For Grantor: For Grantee/s: Boynt a Beach Community Rede ',elopment Agency Executive Director Signature Lisa A. Bright Date: ,. Ian Ritb° _ Print Name 1 r Dater , Signature - Date: Tosi Rz,,b � m Print Name j , Date: ' ,> ti = BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Homebuyers;Assistance Program PROMISSORY NOTE $-50,000.00 Boynton Beach,Florida. May VK 2009 FOR VALUE RECEIVED, Ian Rigby and Tosi Rigby, husband and wife, (the "Borrower") promises to pay to the order of the Boynton Beach Community Redevelopment Agency, Florida public body corporate and politic created pursuant to Section 163.356 F.S., (the "Lender"), at 915 South Federal Highway, Boynton Beach, Florida 33435 or such other place as the Lender hereof may, from time to time, designate in writing, the principal sum of FIFTY-THOUSAND-DOLLARS AND 00/100 DOLLARS ($50,000.00) together with interest in like lawful money from the date funds are advanced under this Promissory Note at the applicable annual rate set forth below, to be computed on the basis of the actual number of days elapsed and a year of 360 days,the aforesaid principal sum as hereafter provided to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues,public and private, at the time of payment as follows: 1. This is a deferred payment loan issued under the guidelines of the Homebuyer Assistance Program Agreement (the "Agreement") executed by Borrower simultaneously hereto to purchase a real property located at 717 NW 2"d Street, Boynton Beach, FL 33435, (the "Property'). Borrower/s shall submit proof of residency to the Lender annually by the anniversary date of the closing. 2. Borrower shall occupy the Property as his/her principal residence and, in the event the Property is leased, sub-leased or otherwise devised or assigned to any person or entity during the term of this Loan, then the principal shall become due and payable in fall together with interest at four percent (4%) per annum calculated from the time of purchase of the Property. 3. Upon the sale of the Property, within the first five (5) years of ownership, Borrower shall pay eighty percent(80%)of the equity in the property (as determined by a fair market value appraisal) to Lender. During years six (6) through twenty (20) of ownership, Borrower shall pay fifty percent (50%) of the equity in the Property to Lender. During years twenty-one (21) through thirty (30), Borrower shall pay fifteen percent(15%) of the equity in the Property to Lender. 4. In the event of a voluntary sale or foreclosure, Borrower shall provide notice of same to Lender who shall have the right of first refusal to purchase the Property from the Borrower for the fair market value of the Property as determined by a current certified appraisal. Lender shall have forty-five (45) days from the date of receipt of intent to sell with a copy of the proposed contract to determine whether to exercise its right to purchase hereunder by sending written notice to the Borrower (it being understood that Lender's purchase price shall be the lesser of that set forth in said appraisal or proposed contract). Such notice shall reserve thirty (30) additional days for Lender to complete all necessary preparations and close. V Page 1 of 3 5. Borrower elects to refinance the Property, Borrower shall repay the entire principal balance in full to Lender, together with interest at four (4%) per annum calculated from the time of purchase of the Property. 6. Borrower shall perform, comply with and abide by each and every agreement, stipulation, condition and covenant in this Note, the Mortgage and the Homebuyer Assistance Program Agreement executed by Borrower simultaneously herein. 7. In the event, any sum or money herein referred is not promptly paid within thirty (30) days after the same becomes due, or if each and every agreement, stipulation, condition and covenant of said Agreement, Note and the Mortgage, are not fully performed, complied with and abided by, then the entire sum unpaid thereon, shall forthwith or thereafter, at the option of the Lender, become and be due and payable, anything in said Note or herein to the contrary notwithstanding. Failure by the Lender to exercise any of the rights or options herein provided shall not constitute a waiver of any rights or options under said Note or the mortgage accrued or thereafter accruing. It is hereby agreed that if any payment of principal or interest or any installment thereof, is not made within five (5) days of the due date as above provided; or in the event default be made in the performance or compliance with any of the covenants and conditions of any security agreement now or hereafter in effect securing payment of this Note; or upon any default in the payment of any sum due by Borrower to Lender under any other promissory note, security instrument or other written obligation of any kind now existing or hereafter created; or upon the insolvency,bankruptcy or dissolution of the Borrower hereof; then, in any and all such events,the entire amount of principal of this Note with all interest then accrued, shall,at the option of the holder of this Note and without notice(the Borrower expressly waives notice of such default),become and be due and collectible, time being of the essence of this Note. If this Note shall not be paid at maturity or according to the tenor thereof and strictly as above provided, it may be placed in the hands of any attorney at law for collection, and in that event, each party liable for the payment thereof, as Borrower, endorser, or otherwise,hereby agrees to pay the holder hereof, in addition to the sums above stated,a reasonable sum as an attorneys fee, which shall include attorneys fees at the trial level and on appeal, together with all reasonable costs incurred. After maturity or default, this Note shall bear interest at the highest rate permitted under then applicable law. As to this Note and any other instruments securing the indebtedness, the Borrower severally waives all applicable exemption rights, whether under the State Constitution, homestead laws or otherwise, and also severally waives valuation and appraisement,presentment,protest and demand,notice of protest,demand and dishonor and nonpayment of this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of the Borrower. Provided the Lender has not exercised its right to accelerate this Note as hereinabove provided, in the event any required payment on this Note is not received by Lender within five(5) days after said payment is due, Borrower shall pay Lender a late charge of five percent(5%) of the payment not so received,the parties agreeing that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. This Note is prepayable in whole or in part at any time without penalty. Page 2 of 3 Nothing herein contained,nor in any instrument or transaction related hereto,shall be construed or so operated as to require the Borrower, or any person liable for the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by the Borrower, or any parties liable for the payment of this Note, result in the computation or earning of interest in excess of the highest rate permissible under applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of said excess which exceeds the principal balance shall be paid by the holder of the Borrower and any parties liable for the payment of the loan made pursuant to this Note, it being the intent of the parties hereto that under no circumstances shall the Borrower, or any parties liable for the payment hereunder, be required to pay interest in excess of the highest rate permissible under applicable law. This Note is to be construed according to the applicable laws of the State of Florida and the United States of America and venue shall be in Palm Beach County,Florida. BORRONIVVII: Name: Ian Rigby 7 NanAe: Tosi Rig F:\workWAR\Rigby Promissory Note,wpd Page 3 of 3 02/28/2022 Dear CRA Board members, We are writing you to ask for your help of refinancing our home for the purpose of using a small portion of its equity and acquiring a lower interest rate to help our family with debts, bills and such other financial obligations.As you know our contract has very specific terms of penalties and payments should we seek to sell or refinance our home of monies to be paid to the city.To be honest can not pay any of the penalties should we refinance our home because we just simply won't have the money to pay them.The penalties are more than what we intend to borrow. What we are seeking would only allow us enough money to meet our needs while adding an additional 3 years on our current term. We are not looking to acquire 100 percent of our home equity available neither a 30-year refinance but just 20 years.To speak freely and openly to you we will not be able to achieve this without your help and support so we are humbly asking if there is any way possible that these fees and penalties can be waived for us.We know and understand this is asking a lot of you. This board has been generous to us beyond measure, so has the City of Boynton and its programs for which we can never repay in this lifetime, we can only express our thanks, gratitude and appreciation. Unfortunately, many events have bought us to this point, some of necessity and some of unforeseen circumstances.We've explored every option available to us and this was our best hope for a reasonable outcome. Due to high cost of living along with changes of the pandemic which has affected us all we are trying our best to support and take care of our families. As it stands, we won't be able to sell our home from the previous request we've asked of you and we intend to remain residents of Boynton Beach for the future.The refinance we're seeking would only be enough to give us the financial assistance and freedom we need and nothing more. We appreciate your efforts and consideration to this matter.Thank you for your time and the work that you do. Sincerely yours, Ian and Tosi Rigby M&T Bank 1 M&T Plaza -Buffalo, NY 14203 Save this Loan Estimate to compare with your Closing Disclosure. Loan Estimate LOAN TERM 20 years DATE ISSUED 01/06/2022 PURPOSE Refinance APPLICANTS Tosi Rigby PRODUCT Fixed Rate Ian Rigby LOAN TYPE ❑x Conventional ❑ FHA❑ VA ❑ 717 Northwest 2nd Street LOAN ID# 0034574400 Boynton Beach, FL 33435 RATE LOCK ❑ NO ❑x YES, until 03/07/2022 at 5:00:00 PM EST PROPERTY 717 Northwest 2nd Street, Boynton Beach, FL Before closing,your interest rate,points, and lender credits can 33435 change unless you lock the interest rate.All other estimated Estimated Prop. $339,000.00 closing costs expire on 01/19/2022 at 4:02 p.m.EST Value Loan Terms Can this amount increase after closing? Loan Amount $175,000 NO Interest Rate 3.25% NO Monthly Principal&Interest $992.59 NO See Projected Payments below for your Estimated Total Monthly Payment Does the loan have these features? Prepayment Penalty NO Balloon Payment NO Payment Calculation Years 1-20 Principal & Interest $992.59 Mortgage Insurance + 0 Estimated Escrow + 360 Amount can increase overtime Estimated yeMnlyPamnt $1 ,353 This estimate includes In escrow? Estimated Taxes, Insurance $360 ❑x Property Taxes YES &Assessments ❑x Homeowner's Insurance YES Amount can increase over time a month ❑ Other: See Section G on page 2 for escrowed property costs. You must pay for other property costs separately. Estimated Closing Costs $6,719 Includes$4,248 in Loan Costs+ $2,471 in Other Costs-$0 in Lender Credits. Seepage 2 for details. Estimated Cash to Close $13,064 Includes Closing Costs. See Calculating Cash to Close on page 2 fordetails. ❑ From ❑x To Borrower Visit www.consumerfinance.gov/mortgage-estimate for general information and tools. LOAN ESTIMATE PAGE 1 OF 3•LOAN ID#0034574400 Wolters Kluwer Financial Services©2020 2022010621.2.0.3997-J20201124Y 09/2020 Closing Cost Details Other Costs A.Origination Charges $2,154 E.Taxes and Other Government Fees $19283 0.625%of Loan Amount(Points) $1,094 Recording Fees and Other Taxes $320 Application Fee $250 Transfer Taxes $963 Origination Fee $810 F.Prepaids $467 Homeowner's Insurance Premium( months) Mortgage Insurance Premium( months) Prepaid Interest($15.58 per day for 30 days @ 3.25%) $467 Property Taxes( months) G.Initial Escrow Payment at Closing $721 Homeowner's Insurance $279.75 per month for2 mo. $560 B.Services You Cannot Shop For $674 Mortgage Insurance per month for mo. Property Taxes $80.54 per month for2 mo. $161 Appraisal $530 Credit Report Fee $57 Flood Certification $8 Tax Service Fee $79 H.Other $0 I.TOTAL OTHER COSTS(E+ F+G+H) $29471 C.Services You Can Shop For $19420 Title-Agnt Wire Transfer Fee $25 Title-Lenders Title Ins $1,095 J•TOTAL CLOSING COSTS $69719 Title-Settle Close Fee $300 D+ 1 $6,719 Lender Credits Calculating Cash to Close Loan Amount $175,000 Total Closing Costs(J) —$6,719 Estimated Total Payoffs and Payments —$155,217 Estimated Cash to Close ❑ From ❑X To Borrower $13,064 Estimated Closing Costs Financed (Paid from your Loan Amount) $6,719 D.TOTAL LOAN COSTS(A+B+C) $49248 LOAN ESTIMATE PAGE 2 OF 3•LOAN ID#0034574400 Wolters Kluwer Financial Services©2020 2022010621.2.0.3997-J20201124Y 09/2020 Additional Information About This Loan LENDER M&T Bank MORTGAGE BROKER NMLS/FL LICENSE ID 381076 NMLS/_LICENSE ID LOAN OFFICER Joseph Seguin LOAN OFFICER NMLS/FL LICENSE ID 1833178 NMLS/_LICENSE ID EMAIL jseguin@mtb.com EMAIL PHONE (716)795-4540 PHONE • • . • Use these measures to compare this loan with other loans. In 5 Years $64,270 Total you will have paid in principal, interest, mortgage insurance, and loan costs. $33,739 Principal you will have paid off. Annual Percentage Rate(APR) 3.414% Your costs over the loan term expressed as a rate. This is not your interest rate. Total Interest Percentage(TIP) 36.394% The total amount of interest that you will pay over the loan term as a percentage of your loan amount. Appraisal We may order an appraisal to determine the property's value and charge you for this appraisal. We will promptly give you a copy of any appraisal, even if your loan does not close. You can pay for an additional appraisal for your own use at your own cost. Assumption If you sell or transfer this property to another person, we ❑ will allow, under certain conditions, this person to assume this loan on the original terms. ❑x will not allow assumption of this loan on the original terms. Homeowner's This loan requires homeowner's insurance on the property, which you may obtain from a Insurance company of your choice that we find acceptable. Late Payment If your payment is more than 15 days late, we will charge a late fee of 5 percent of the periodic Principal and Interest payment. Liability after Taking this loan could end any state law protection you may currently have against liability for Foreclosure unpaid debt if your lender forecloses on your home. If you lose this protection you may have to pay any debt remaining even after foreclosure. You may want to consult a lawyer for more Information. Refinance Refinancing this loan will depend on your future financial situation, the property value, and market conditions. You may not be able to refinance this loan. Servicing We intend ❑x to service your loan. If so,you will make your payments to us. ❑ to transfer servicing of your loan. By signing,you are only confirming that you have received this form.You do not have to accept this loan because you have signed or received this form. Tosi Rigby Date Ian Rigby Date LOAN ESTIMATE PAGE 3 OF 3•LOAN ID#0034574400 Wolters Kluwer Financial Services©2020 2022010621.2.0.3997-J20201124Y 09/2020 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Homebuyers;Assistance Program PROMISSORY NOTE $-50,000.00 Boynton Beach,Florida. May VK 2009 FOR VALUE RECEIVED, Ian Rigby and Tosi Rigby, husband and wife, (the "Borrower") promises to pay to the order of the Boynton Beach Community Redevelopment Agency, Florida public body corporate and politic created pursuant to Section 163.356 F.S., (the "Lender"), at 915 South Federal Highway, Boynton Beach, Florida 33435 or such other place as the Lender hereof may, from time to time, designate in writing, the principal sum of FIFTY-THOUSAND-DOLLARS AND 00/100 DOLLARS ($50,000.00) together with interest in like lawful money from the date funds are advanced under this Promissory Note at the applicable annual rate set forth below, to be computed on the basis of the actual number of days elapsed and a year of 360 days,the aforesaid principal sum as hereafter provided to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues,public and private, at the time of payment as follows: 1. This is a deferred payment loan issued under the guidelines of the Homebuyer Assistance Program Agreement (the "Agreement") executed by Borrower simultaneously hereto to purchase a real property located at 717 NW 2"d Street, Boynton Beach, FL 33435, (the "Property'). Borrower/s shall submit proof of residency to the Lender annually by the anniversary date of the closing. 2. Borrower shall occupy the Property as his/her principal residence and, in the event the Property is leased, sub-leased or otherwise devised or assigned to any person or entity during the term of this Loan, then the principal shall become due and payable in fall together with interest at four percent (4%) per annum calculated from the time of purchase of the Property. 3. Upon the sale of the Property, within the first five (5) years of ownership, Borrower shall pay eighty percent(80%)of the equity in the property (as determined by a fair market value appraisal) to Lender. During years six (6) through twenty (20) of ownership, Borrower shall pay fifty percent (50%) of the equity in the Property to Lender. During years twenty-one (21) through thirty (30), Borrower shall pay fifteen percent(15%) of the equity in the Property to Lender. 4. In the event of a voluntary sale or foreclosure, Borrower shall provide notice of same to Lender who shall have the right of first refusal to purchase the Property from the Borrower for the fair market value of the Property as determined by a current certified appraisal. Lender shall have forty-five (45) days from the date of receipt of intent to sell with a copy of the proposed contract to determine whether to exercise its right to purchase hereunder by sending written notice to the Borrower (it being understood that Lender's purchase price shall be the lesser of that set forth in said appraisal or proposed contract). Such notice shall reserve thirty (30) additional days for Lender to complete all necessary preparations and close. V Page 1 of 3 5. Borrower elects to refinance the Property, Borrower shall repay the entire principal balance in full to Lender, together with interest at four (4%) per annum calculated from the time of purchase of the Property. 6. Borrower shall perform, comply with and abide by each and every agreement, stipulation, condition and covenant in this Note, the Mortgage and the Homebuyer Assistance Program Agreement executed by Borrower simultaneously herein. 7. In the event, any sum or money herein referred is not promptly paid within thirty (30) days after the same becomes due, or if each and every agreement, stipulation, condition and covenant of said Agreement, Note and the Mortgage, are not fully performed, complied with and abided by, then the entire sum unpaid thereon, shall forthwith or thereafter, at the option of the Lender, become and be due and payable, anything in said Note or herein to the contrary notwithstanding. Failure by the Lender to exercise any of the rights or options herein provided shall not constitute a waiver of any rights or options under said Note or the mortgage accrued or thereafter accruing. It is hereby agreed that if any payment of principal or interest or any installment thereof, is not made within five (5) days of the due date as above provided; or in the event default be made in the performance or compliance with any of the covenants and conditions of any security agreement now or hereafter in effect securing payment of this Note; or upon any default in the payment of any sum due by Borrower to Lender under any other promissory note, security instrument or other written obligation of any kind now existing or hereafter created; or upon the insolvency,bankruptcy or dissolution of the Borrower hereof; then, in any and all such events,the entire amount of principal of this Note with all interest then accrued, shall,at the option of the holder of this Note and without notice(the Borrower expressly waives notice of such default),become and be due and collectible, time being of the essence of this Note. If this Note shall not be paid at maturity or according to the tenor thereof and strictly as above provided, it may be placed in the hands of any attorney at law for collection, and in that event, each party liable for the payment thereof, as Borrower, endorser, or otherwise,hereby agrees to pay the holder hereof, in addition to the sums above stated,a reasonable sum as an attorneys fee, which shall include attorneys fees at the trial level and on appeal, together with all reasonable costs incurred. After maturity or default, this Note shall bear interest at the highest rate permitted under then applicable law. As to this Note and any other instruments securing the indebtedness, the Borrower severally waives all applicable exemption rights, whether under the State Constitution, homestead laws or otherwise, and also severally waives valuation and appraisement,presentment,protest and demand,notice of protest,demand and dishonor and nonpayment of this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of the Borrower. Provided the Lender has not exercised its right to accelerate this Note as hereinabove provided, in the event any required payment on this Note is not received by Lender within five(5) days after said payment is due, Borrower shall pay Lender a late charge of five percent(5%) of the payment not so received,the parties agreeing that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. This Note is prepayable in whole or in part at any time without penalty. Page 2 of 3 Nothing herein contained,nor in any instrument or transaction related hereto,shall be construed or so operated as to require the Borrower, or any person liable for the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by the Borrower, or any parties liable for the payment of this Note, result in the computation or earning of interest in excess of the highest rate permissible under applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of said excess which exceeds the principal balance shall be paid by the holder of the Borrower and any parties liable for the payment of the loan made pursuant to this Note, it being the intent of the parties hereto that under no circumstances shall the Borrower, or any parties liable for the payment hereunder, be required to pay interest in excess of the highest rate permissible under applicable law. This Note is to be construed according to the applicable laws of the State of Florida and the United States of America and venue shall be in Palm Beach County,Florida. BORRONIVVII: Name: Ian Rigby 7 NanAe: Tosi Rig F:\workWAR\Rigby Promissory Note,wpd Page 3 of 3 100 E. Ocean Avenue, 41" Floor Boynton Beach, FL 33435 BOYNTONPh: 561-737-3256 Fax 561-737-3258BEAC1H1 ""CRA www,,boyntonbeachcra,.com Subordination Policy & Procedure The following shall constitute the policy and procedure of the CRA to be followed when lenders or citizens are requesting that a CRA mortgage lien be subordinated: 1 . The party requesting the subordination must provide the CRA with the following information and documentation: a. Legal description of the property; b. Copy of an appraisal of the property; c. Copy of the title report conducted by the lending institution requesting the subordination; d. Copy of lenders Good faith estimate e. Copy of lenders 1003 form or equivalent (Uniform Residential Loan Application) 2. The CRA shall review the required documentation to determine if the request is within the guidelines as set forth for subordinating mortgages, and make a determination as to whether to recommend subordination. If it is our opinion to do so, a recommendation shall be made to the CRA Attorney's Office to prepare a Subordination Agreement for signature by the Chair of the CRA Board. 3. Notice tice will L:,o C iver...l lir) ll-ie dete.r.nir.iati or..i of staff's roe;oc.nr.,ner.idatio ri. However, the executed subordination a(Aroorront will not be delivered untilthis office has received I SettIernent S'taternent and recorded new rrrc r c .�r r� roc:oi r� c�rr�c�l ro Bio ���o o oc:utod subordination a(Aroorr ent will be forwarded rde to ll-ie r:It )::;irK-2 a(er.'it's t ffice fox rec::c��rc"-lir�r�. SUBORDINATION POLICY A homeowner assisted by the CRA HAP program may not refinance his or her first mortgage or take out a second mortgage unless the CRA agrees to subordinate its second/third mortgage. The policy used by the CRA regarding a subordination request shall be as follows: • The CRA does not support the owner using equity for any items other than the house itself. If the purpose of the new loan is home repair or reasonable improvements, the need must be substantiated by an inspection of the property by a CRA staff member and a contract for the proposed repairs must be furnished by the homeowner. • The CRA will not subordinate its mortgage for owners attempting to obtain a line of credit or consolidate debt, as this would enable them to increase their debt for purposes other than home improvement. • If the owner wants to refinance the first mortgage at a lower rate and/or for a shorter loan term, the CRA may subordinate if: ➢ Additional money isn't being borrowed (unless its purpose is for home repair or reasonable improvements). ➢ The resulting housing cost (PITI) does not exceed the housing cost (PITI) calculation of the original loan. ➢ The new loan is for a fixed rate. • If the owner is taking out a second mortgage for necessary home repairs or reasonable improvements, the CRA may subordinate if: ➢ The combined payments of the first and second mortgages do not exceed 35% of the gross income. ➢ The loan is for a fixed interest rate. BOYNTO C D wimBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 NEW BUSINESS AGENDAITEM: 17.D. SUBJECT: Discussion and Consideration of a Consent and Funding Agreement between the CRA, the City of Boynton Beach, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project SUMMARY: On February 1, 2022, the CRA executed the Development Agreement for the commercial component and the Second Development Agreement and the Tax Increment Revenue Funding Agreement (TI RFA)for the residential component of the MLK Jr. Boulevard Corridor Mixed Use Project to assist with the project's finance gap caused by the increased in construction costs from the pandemic (see Attachments I - I I I). CRA legal counsel and staff has reviewed the draft Consent and Funding Agreement requested by TD BANK, N.A. as the lender for the MLK Jr. Boulevard Corridor Mixed Use Project. The attached Consent and Funding Agreement contains terminology to describe the City loans may undergo revisions since the City will be treating funds for the project as a grant. Additionally, please be advised that Board direction is requested since if executed, there is no recourse for the CRA to recoup either its money, or the property, if the project fails (see Attachment IV). However, TD BANK will not fund the project without this agreement. Agreement will also require approval by City Commission at their earliest available agenda. CMC representatives will be present at the March 9, 2022, CRA Board meeting to answer any questions regarding the request. 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. Approval of the Consent and Funding Agreement between the CRA, the City of Boynton Beach, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project and authorize the Board Chair to execute the Agreement subject to final legal review. 2. Alternative direction based on Board discussion. ATTACHMENTS: Description D Attachment I - Executed M LK Jr. Blvd. Corridor M U Project Commercial Development Agreement D Attachment II - Executed M LK Jr. Blvd. Corridor M U Project Second Development Agreement - Residential D Attachment III - Executed MLK Jr. Blvd. Corridor MU Project TIRFA- Residential D Attachment IV - Draft Consent and Funding Agreement for the M LK Jr. Blvd. Corridor M U Project 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 Apartments, 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 providing funding for commercial spaces within 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, including the following relating to the Project: (i) costs relating to the parking lot and site improvements (ii) costs of bathrooms required by code for the Project (iii) costs of plumbing stub-outs, main electrical and mechanical components needed for tenants to hook up to in order to operate within the tenant space in the Project (iv) costs of concrete flooring, ventilation, and HVAC/air conditioning systems needed within commercial spaces for use by tenants (v) architecture and professional design services only for the Neighborhood Officer Program Office and (vi) other 01591782-5 l expenses specifically agreed to by the CRA through prior written approval. 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. 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. i) "Secondary Eligible Expenses" shall mean: exterior improvements to the Property that enhance the aesthetic value or electrical, mechanical, or plumbing function of the Property; and/or mechanical, electrical, or plumbing improvements of tenant spaces made during the initial build out of tenant spaces. 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, and 01591782-5 where permitted by this Agreement, for the reimbursement of Secondary 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 are as 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. ii) Work with the CRA's architect to deliver "Unit #8" in the attached Exhibit B, 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 01591782-5 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 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 not to exceed $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 annually at a rate of either a)3%per year,or b)the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, whichever is lower, 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. 01591782-5 i M1 n 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 grey 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 and other Eligible Expenses. However, if and only if any funding remains after the completion of all portions of the Project that create Eligible Expenses, Developer is entitled to seek reimbursement for Secondary Eligible Expenses. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for Eligible Expenses and Secondary 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 Agreement and the reimbursement requested is for Eligible Expenses or Secondary 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 by electronic fund transfer into such account as may be designated by Developer from time to time. 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 01591752-5 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 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 Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 01591782-5 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 9) RIGHT OF FIRST REFUSAL. In the event Developer elects to sell the commercial spaces (or any part thereof) of the Property separate from the residential portion of the Property within 10 years of the Effective Date, CRA shall have the right of first refusal to the commercial spaces, to be effectuated as follows: Should Developer receive an offer to purchase the commercial spaces (or any part thereof) of the Property, Developer shall give the CRA notice of the offer by delivering a copy of the offer to the CRA ("Offer Notice")within two business days of receipt. Within five (5) days of receipt of the Offer Notice, the CRA shall schedule this item on the earliest available CRA Board agenda for approval to either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of CRA Board approval, deliver to Developer an agreement to purchase the portions of the Property subject to the Offer Notice on the same terms as set forth in the Offer Notice, including the delivery of a deposit (if applicable) less a deduction of the value of any funding contributed to the Developer by the CRA pursuant to this Agreement. Upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Offer Notice with a closing to be set no later than 45 days from the effective date of the Purchase and Sale Agreement. If the CRA fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within thirty-five (35) days after receipt of the Offer Notice,then the CRA's right of first refusal shall be deemed to have been waived. 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. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 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, 01591782-5 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. 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 fifteen (15) 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 fifteen (15) 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. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph S of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 14)TERMINATION. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. 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 01591782-5 w #; ' 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 Paragraph shall be deemed to be a reference to the entire Paragraph, 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 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.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. 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 01591782-5 " ,,, ,- 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 Paragraph 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. 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) Bindin 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: 01591782-5 ♦ p b 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 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, 4th Floor, Boynton Beach, Florida 33435;or ShuttT@bbfims. 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 Paragraph 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] 01591782-5 '� ; IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. DEVELOPER: CRA: Wells Landing Apartments LLC, a Florida limited liability company BOYNTON BEACH COMMUNITY By: Wells Landing Manag /""'LLC, REDEVELOPMENT AGENCY a Florida limited liability company,,/, its Manager -5�Z d 1" By: B tf �# r ✓I t ` 0 Panted Name: Lewis V. Swezy, Manager Printed Name: Steven B. Grant Title: Title: Chair Date: t w..._ Date: WITN ESS: WITNESS: Printed Name: � o- �ma a ' f �.� Printed Name. 01591782-5 ° WITNESS: WITNESS: Printed Name: ,. Printed Name: _ . Approved as to form and legal sufficiency:_ CRA Attorney s 1 01591782-5 P 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 1 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 1 Property Control Number: 08-43-45-21-25-001-0040 Legal Description: FRANK WEBBER ADD LTS 4&5 (LESS NE 10TH AVE R/W) BLK 1 Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEEKS ADD TO BOYNTON LT 1 n� EXHIBIT B-COMMERCIAL SPACE FLOOR PLAN AND ELEVATIONS 01591782-5 I.— . SMS' s z s10311HOaWIN313M �! 0111yt°s o— LL ..41L�58� o O v z x e a( w o ZS 5 V H E) It I'mom, A : W g s s a l I I 5 I p I [ W 0 , fie a h c \ I m � _ � E=3 \ o: �... ..... le s mG sl F� :� F W8 P.21 99 g o J f p o a: N m Q a o a 5 Y 7J e 41 P- H 12 R i I n 'JNI�NV,SIHM (V \ _ _._. � y � FIS 4 �t �I ,I- J4 o wo gc' w Q . " -, g oo�o "t\�01.211 z o.. . _ ........... . --_. KE x o s.L3311NOmv lu3em3H o��v z 4 �_ �€� z _ sro 'd 0 U' N m O r tN1 s z r o W a O . S °a O , pow o u a tR �R w p to --s - �ti q:i� - ° '1T1�MI n I a i { ' m\ , OR NJ EEDa a ®LU �k..a g ES i I J I i f 1 vol,-v o R sot d r ,t j j I 1 fi 1 ,l 5� SOVV I' I m 0 o �a LL t. , I s - , m O , , QEEh , I a I h Cie o 7 J a { I d V on W Z 04 { ............. m z ° w VHO4 � .y 9"s gowm € o N 1$ ?oa N "yi d °^,h ry J z �p O n ���# �F z W o U a �qi a Q � F it i� i �lI t h 111! h ; , 0.' Q 041 W. pg { II L it w I fti � I III F1 2 �( I p, r 33 i �11 � 11 1-1 I >IM I - ct r H y w• 1 �(,� wLU . ,,.g 1 9 y W LUC ., s„� W,S _' �— a W a w _ o m 9 ® �w SECOND 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 Apartments, LLC or its affiliated assignee (hereinafter"Developer," and together with the CRA,the "Parties"). WHEREAS, the CRA and Developer previously entered into a Purchase and Development Agreement for certain real property (as amended, "P&D Agreement"), a copy of which is attached hereto as Exhibit A and hereby incorporated herein; and WHEREAS, Developer intends to construct an affordable multi-family rental apartment project with 8 commercial units as further described in the P&D Agreement as it may be amended (hereinafter, the "Project"); and WHEREAS, subsequent to the execution of the P&D Agreement, there has been a global pandemic and a global shipping crisis, resulting in severely escalated prices for building materials and labor associated with the Project; and WHEREAS,the CRA has determined that the Project furthers the 2016 Boynton Beach Community Redevelopment Plan ("CRA Plan"); and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and 1. Recitals.The recitations set forth above are hereby incorporated herein. 2. Reimbursement Obligations of the CRA. a. The CRA shall provide funding to the Developer in an amount not to exceed Four Hundred, Thirty-Three Thousand Eight and 45/100 Dollars ($433,008.45) to be used for only reimbursement of certain eligible expenses. Eligible expenses are those expenses for construction labor and materials directly used on the Project, are consistent with the requirements of Florida Statutes, are consistent with the CRA Plan, and are in compliance with the requirements of this Agreement. Developer overhead, Developer administrative costs, and payment to Developer employees are not eligible expenses. b. The CRA will reimburse the Developer for eligible expenses upon receipt of a written, complete Reimbursement Request from the Developer that meets the requirements of this Agreement as further described below. 3. Obligations of the Developer. a. As a condition precedent to receiving any funds under this Agreement, Developer will provide the CRA copies of all executed loan documents related to the Project. b. The Developer shall ensure funds provided by the CRA are not used for any purposes prohibited by law. c. The Developer shall ensure that the Project is accomplished in compliance with the P&D Agreement. d. The Developer shall be responsible for overseeing the Project and otherwise contracting and coordinating with all other entities as necessary to effectuate the Project. e. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director or designee and the CRA Attorney,the Developer 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. 4. Reimbursement of Funds a. The Developer shall provide a written request for reimbursement of funds ("Reimbursement Request") meeting the requirements of this Agreement to the CRA. In order to be eligible for reimbursement, the 01591798-3 Reimbursement Request must be submitted no later than one hundred and twenty(120)days after payment by the Developer of funds for which it is seeking reimbursement. b. In order to be deemed a complete Reimbursement Request, the Reimbursement Request shall include the following information: i. The amount of reimbursement requested; ii. A summary of the Project items for which the Developer seeks reimbursement; iii. A statement that the Project is in compliance with the P&D Agreement,and evidence supporting the statement; and 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. 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 by electronic fund transfer into such account as may be designated by Developer from time to time. d. If the Developer fails to submit a Reimbursement Request within one hundred and twenty (120) days after any payment for which Developer seeks reimbursement, the Developer will no longer be eligible to receive reimbursement for that payment. 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 request the CRA deems ineligible for reimbursement. S. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall only be responsible for providing reimbursement to the Developer for eligible expenses for the Project, and shall not otherwise be responsible for effectuating the Project. 6. 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 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 Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 01591798-3 i With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue,Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 7. Termination. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. 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 two years from the date of the Effective Date or after the last payment to Developer,whichever occurs later. 8. 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 Thirty (30) 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 thirty(30) days from the receipt of written notice of such breach to cure the breach. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph 6 of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 9. Indemnification. Developer shall indemnify,save,and hold harmless the CRA, its agents,and its employees from any liability, claim,demand, suit, loss,cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property 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 Developer or the performance of this Agreement by Developer or Developer's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence,or intentional acts of the CRA,its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. The Developer shall be entitled to adequate notice and opportunity to defend any indemnifiable claim made by any third party against the CRA. 10. Waiver.The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees,to the fullest extent the law allows,from any liability for any damage or injury sustained by Developer. This waiver,discharge,and release specifically include negligence or wrongful act by the CRA, its agents,or its employees,to the fullest extent the law allows. 11. 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 described in paragraph 2.a. of this Agreement less any amount already paid to Developer, or the direct out-of-pocket damages actually incurred, whichever is less. Nothing in this Agreement 01591798-3 Y shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA, including those set forth in Section 768.28, Florida Statutes. 12. Assignment.This Agreement may only be assigned by the Developer to record owners of the Property with the prior written consent of the CRA,which consent shall not be unreasonably withheld, provided, however,that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property,this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 13. Project Compliance.The parties agree that this Agreement is entered into to support the completion of the Project, and any breach of Paragraph 18 (including all subparagraphs thereunder) of the P&D Agreement is automatically considered a breach of this Agreement. 14. Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors,executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA,nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 15. No Discrimination. The 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 hiring or contracting practices associated with this Agreement. 16. Independent Contractor; No Partnership, Etc. The Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture,or employee relationship. It is specifically understood that the Developer is an independent contractor(s) 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 Developer; and that Developer is an independent contractor and not an employee of the CRA for all purposes including but not limited to,the application of the following acts if applicable, 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. The Developer will exercise its own judgment in matters of safety for itself,those affected by the Developer's actions. 17. Entire Agreement.This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations,of any kind or nature,oral or written,concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 18. 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. 01591798-3 art R eg 19. 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 partthereof.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. 20. 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. 21. Independent Advice.The parties declare that the terms of this Agreement have been read and are fully understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. 22. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved.To that end,this Agreement is declared severable. 23. 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. 24. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Developer 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 Developer may waive any requirements of the CRA contained in this Agreement. 25. 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. 26. Time is of the Essence.The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 27. Compliance with Laws. In the performance under this Agreement,the 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. 28. Effective Date.This Agreement will become effective upon the date and time the last party executes this Agreement. 29. Survival.The provisions of this Agreement regarding public records, indemnity, limitation of liability,and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 30. Agent. If this Agreement is signed by the Developer's agent, the agent warrants that he is duly authorized to act on behalf of the Developer and that he/she is authorized to enter into this Agreement. 31. 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 01591798-3 32. Public Records.The CRA is a public agency subject to Chapter 119, Florida Statutes.The Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: a. Keep and maintain public records required by the CRA to perform the Developer 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 Developer 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 Developer or keep and maintain public records required by the CRA to perform the service. If the Developer transfers all public records to the CRA upon completion of the Agreement, the Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Developer keeps and maintains public records upon completion of the Agreement,the Developer shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. The Developer also understands that CRA may disclose any document in connection with performance of the Developer Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT(561)737-3256; 100 EAST OCEAN AVENUE,4th FLOOR, BOYNTON BEACH, FL 33435;or Shutff@ bbfLus. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [DEVELOPER SIGNATURE ON FOLLOWING PAGE] 01591798-3 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESS Wells Landing Apartments LLC, a Florida limited liability company int Name z? -&« o� .i a. By: Wells Landing Manager, LLC, a Florida limited liability company, its Manager ;µ 7 By , � Print Name: Yl, ., . ° �.� f , Lewis V. wezy,-Manager STATE OF FLORIDA ) � ) SS: COUNTY OF rz, t BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Lewis V. Swezy as Manager of WELLS LANDING APARTMENTS LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of WELLS LANDING APARTMENTS LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of WELLS LANDING APARTMENTS LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this I ay of � � wk 2021. a Anna Prendes z Commission#HH 43846 a��t Commission Expires 09-23.2024 =. .� op Bonded Through-Cynanotary .�-,— p My Commission Expires: Notary P [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01591798-3 WITNESSES BOYNTON BEACH COMMUNITY RED=Grant, ENC Print Name: cx"'Ct ,. �' ' 'I� , Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He is personally known to me or has produced as identification. wA. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of rs ". 2021. T My Commission Expires: Not P 'iic,State of Florida at Large BONNIE NICKLIEN 4„pV nV9 Notary Public-State of Florida yyy Commission # HH 87189 9 OQC 0F F��.• My Commission Expires � May 25,2025 01591798-3 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the 0day of � y, 20= by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, ("CRA"), with a business address of 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435, and WELLS LANDING APARTMENTS, LLC, a Florida Profit Corporation, with a business address of 7735 NW 146th Street, Ste 306, Miami Lakes, FL 33016 ("Developer"). RECITALS WHEREAS,the CRA and Developer previously entered into a Purchase and Development Agreement for certain real property ("P&D Agreement"), a copy of which is attached hereto as Exhibit A and hereby incorporated herein; and WHEREAS, Developer intends to construct a mixed-use commercial redevelopment and affordable multi-family rental apartment project as further described in the P&D Agreement (hereinafter, the"Project"); and WHEREAS,the Project includes the construction of 124 affordable multi-family units;and WHEREAS, subsequent to the execution of the P&D Agreement, there has been a global pandemic and a global shipping crisis, resulting in severely escalated prices for building materials and labor associated with the Project; and WHEREAS, the CRA has determined that the Project furthers the 2016 Boynton Beach Community Redevelopment Plan("CRA Plan"); and WHEREAS, the CRA has specifically determined that the Project will deliver needed affordable housing within the CRA Area in furtherance of the CRA 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 the provision of 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: 01592250-2 Section I Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2 Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1) "Base Year"mean the base year for determining Tax Increment Revenue from the Project. 2.2) "Certificate of Occupancy" means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated therein. 2.3) "City"means the City of Boynton Beach, Florida. 2.4) "Commencement of Construction" or "Commence Construction" means obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish, excavate, or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.5) "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.6) "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the Project by agreed upon percentage factor as provided for in this Agreement. 2.7) "Property" means the land more specifically described in Exhibit A of the P&D Agreement. 2.8) "Tax Increment Revenue" means the amount deposited in the Redevelopment Trust Fund for the Redevelopment Area pursuant to Florida Statutes, Section 163.387, which is attributable to the Project. Section 3' Developer's Obligations and Covenants. 3.1) Construction of the Project. Developer agrees to Commence Construction of and diligently pursue construction of the Project as required by the P&D Agreement as it may be amended from time to time. 01592250-2 3.1.a) Developer has represented to the CRA that prior to the Effective Date of this Agreement, Developer has submitted applications for building permits that include the residential portion of the Project. Within three (3) days of the Effective Date of this Agreement, Developer will submit to the CRA proof of permit application fees paid. Developer will diligently pursue approval of such building permits and will provide a copy of the building permit for the Project to the CRA upon issuance of the same by the City. 3.Lb) Upon request by Developer, the CRA may agree to assist with issuance of the building permits to the extent practicable and permitted by law and to the extent the same is consistent with the terms of this Agreement. 3.1.c) Developer 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. The CRA will be in attendance at the ceremony with limited participation in its planning. 3.1.d) Developer shall ensure that each residential unit contains a washing machine and a dryer. 3.1.e) Certificate of Occupancy shall be obtained within twenty-four months (24 months) following issuance of the building permit for the Project by the City. 3.1 J) Developer shall diligently pursue and use all reasonable efforts to obtain all necessary approvals of the construction and development of the Project. Upon receipt of a building permit for the Project from the City, Purchaser shall diligently pursue completion of construction of the Project, regardless of the funding source. Section 4 Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for the Project indicating the status of Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for the preceding year. Such report must be submitted to the CRA no later than the last day of April for the preceding year. 4.1) Developer shall also certify in the Annual Performance Report: 4.1.a) that it has met its obligations under the P&D Agreement; 4.Lb) the number of residential units leased; and 4.1.c) the number of units that were leased to residents who were relocating to the Project from within Boynton Beach. 4.2) Developer shall also include in its Annual Performance Report: 4.2.a) A certificate of occupancy for each residential unit (or group of residential units) after such certificate of occupancy is issued; and 01592250-2 r 4.2.b) Photographs of completed improvements, upon Project completion. 4.3) Developer shall present an annual update to the CRA Board every April concerning the status of the Project and the contents of the Annual Performance Report. Section 5 Conditions Precedent to Disbursement. 5.1) As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1) Developer must have timely provided its Annual Performance Report, providing evidence of compliance with the requirements of this Agreement and evidencing that Developer has paid all property taxes for the preceding year; and 5.1.2) Upon receipt of the Annual Performance Report, the CRA shall review, and if it meets all the requirements of this Agreement, approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue for the Project,which approval shall not be unreasonably withheld; 5.1.3) The CRA must have received Tax Increment Revenues from the Project subsequent to the Base Year; and 5.1.4) Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement, has not paid all property taxes for the preceding year, or is otherwise in default under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Pledged Project Increment Revenue during any cure period or in the event the Developer has not paid all taxes or is in default of this Agreement so long as, once a default is cured, Developer shall continue to receive their Pledged Project Increment Revenue payments up to the amount not to be exceeded as provided below, including those that would have been paid but for the default and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. Section 6 fled,ed Project Increment Revenue. 6.1) Formula and Term. 6.1.1 The CRA shall provide Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement, less any amounts deducted due to the failure of Developer to comply with the terms of this Agreement. The amount of Pledged Project Increment Revenue to be paid shall be determined as follows: 01592250-2 '' 6.1.1.1 Developer shall receive Pledged Project Increment Revenue for a term of fifteen(15) consecutive years,beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in this Agreement and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the "TIRF Term"). The amount of Pledged Project Increment Revenue due to Developer during the TIRF Term shall be determined pursuant to the following formula: Developer shall receive one hundred percent (100%) of the Tax Increment Revenue Funding actually received by the CRA, an amount not to exceed $1,638,280.00 total over the term of this Agreement. 6.1.1.2 The Base Year for determining Tax Increment Revenue from the Project shall be the year prior to commencement of construction of improvements on the Property. 6.1.1.3 Notwithstanding any other provision of this Agreement, no Pledged Project Increment Revenues payments shall be made to Developer if Developer is in default under the terms of this Agreement and Developer has failed to sufficiently cure the default as provided herein. 6.2) No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or otherwise encumbered by the CRA for the period covered by term of this Agreement. 6.3) Form of Payment.Payment of shall be in the form of electronic fund transfer into such account as may be designated by Developer from time to time. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7) Right of First Refusal. Developer hereby grants the CRA a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until Developer obtains its Certificate of Occupancy for the last part of the entire Project. 7.1) The terms and conditions of this right shall be as follows: 01592250-2 pF' a. If Developer receives and offer to purchase the Property pursuant to a written contract or letter of intent, Developer shall give the CRA notice of the offer by delivering a copy of the contract or letter of intent to the CRA("Purchase Notice") pursuant to the Notice requirements of this Agreement within two(2)business days of receipt. b. Within ten(10) days of receipt of the Purchase Notice, the CRA shall either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of the Purchase Notice, deliver to Developer an agreement to purchase the Property on the same terms as set forth in the Purchase Notice including the delivery of a deposit (if applicable), and upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Purchase Notice. c. If the CRA 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 Purchase Notice, then CRA's right of first refusal shall be deemed to have been waived. Section 8 Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Thuy Shutt, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman& Walker, P.A. 360 South Rosemary Avenue Suite 1100 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 01592250-2 t With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 Section 9 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 Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. However, if Developer makes a good faith effort to cure during the 30- day period, Developer may request and the CRA may agree to an extension of the cure period as may reasonably be necessary to cure the default. If the request is for an extension of sixty (60) days or less, approval for such extension shall not be unreasonably withheld. CRA shall not exercise any remedies hereunder unless Developer has failed to cure. Section 101 Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction of Project, subject to force majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more of the following occurrences: A) The default of either Party, if such default is not cured within the time prescribed by this Agreement; B) The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. Section 111 Miscellaneous Provisions 11.1) Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 11.2) Indemnification.Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees,by reason of any property or other damages or personal injury, including 01592250-2 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 Developer or the performance of this Agreement by Developer or Developer's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees.Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. CRA agrees that if the damage is covered by Developer's insurance,the CRA will accept payment from the insurance company. 11.3) 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 Pledged Project Increment Revenue that would have been paid to Developer under paragraph 6.1.1.1 of this Agreement, 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, including those set forth in Section 768.28, Florida Statutes. 11.4) Assignment.This Agreement may be assigned by the Developer to any subsidiary, to any corporation with which it merges or is consolidated, or to any corporation to which it sells the majority of its assets, so long as such entity becomes the record owner of the Property, and only with the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. In the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement. The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. No other assignment of this Agreement is permitted without prior written consent by the CRA Board after presentation at a public meeting, which consent may be given, withheld, or conditioned at the sole discretion of the CRA. CRA may not assign this Agreement without the prior written consent of the Developer; except in the event of the dissolution of the CRA, in which case the CRA may transfer this Agreement to the City of Boynton Beach through assignment or operation of law. 11.5) Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any 01592250-2 personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 11.6) No Discrimination. The 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 hiring or contracting practices associated with this Agreement. 11.7) Independent Contractor; No Partnership, Etc. The Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that the Developer is an independent contractor(s) 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 Developer; and that Developer is an independent contractor and not an employee of the CRA 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. The Developer will exercise its own judgment in matters of safety for itself, those affected by the Developer's actions. 11.8) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 11.9) Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original,but all of which together shall constitute one and 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. 11.10) Agreement Deemed to be Drafted Jointly.This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue 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. 01592250-2 11.11) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of Florida and the United States 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. 11.12) Independent Advice. The parties declare that the terms of this Agreement have been read and are fully.understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. 11.13) Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end,this Agreement is declared severable. 11.14) 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. 11.15) Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Developer 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 Developer may waive any requirements of the CRA contained in this Agreement. 11.16) 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. 11.17) Time is of the Essence. The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 11.18) Compliance with Laws. In the performance under this Agreement, the 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, including applicable ethics and procurement requirements. 11.19) Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 01592250-2 f fi' 11.20) Survival. The provisions of this Agreement regarding public records, indemnity, limitation of liability, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 11.21) Agent. If this Agreement is signed by the Developer's agent, the agent warrants that he/she is duly authorized to act on behalf of the Developer, that he/she is authorized to enter into this Agreement, and that the agent and Developer are jointly and severally liable for any breach of this Agreement. 11.22) 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 11.23) Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: d. Keep and maintain public records required by the CRA to perform the Developer Services described in this Agreement. e. 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. f. 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 Developer does not transfer the records to the CRA. g. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of the Developer or keep and maintain public records required by the CRA to perform the service. If the Developer transfers all public records to the CRA upon completion of the Agreement, the Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Developer keeps and maintains public records upon completion of the Agreement,the Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA's custodian of public records, in a forinat that is compatible with the information technology systems of the CRA. The Developer also understands that CRA may disclose any document in connection with performance of the Developer Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE 01592250-2 e DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 100 EAST OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435; or [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [DEVELOPER SIGNATURE ON FOLLOWING PAGE] 01592250-2 r IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESS _ Wells Landing Apartments LLC, a Florida limited liability company �.r Print Name: = By: Wells Landing Manager, LLC, a Florida limited liability company, its Manager L Y - Print Name Lewis V . wezy, Manag .. BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Lewis V. Swezy as Manager of WELLS LANDING APARTMENTS LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of WELLS LANDING APARTMENTS LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of WELLS LANDING APARTMENTS LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this 1`"'Qd�' day of , 2022. o PP RP`B�� Anna Prendes .. z o� Commission#HH 43846 ;, N �! Commission Expires 09-23-2024 Bonded Through-Cynanotary M My Commission Expires: Not Publ' to ida- ' tart Pu lic [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 01592250-2 r Print Name: u" ;�,r` ,, ,` ''` °; By- Si- Print Grant, CRA Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally wknown to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of �, . ,� a� , 2022. 4 My Commission Expires: Notary Pubjjk,, State of�loi IM at Large BONNIE NICKLIEN �ppY PSB gip Notary Public-State of FloridaCommission # HH 87189 ' My Commission Expires an„a May 25,2025 01592250-2 CONSENT AND FUNDING AGREEMENT Lender: TD BANK, N.A. CRA: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY City: CITY OF BOYNTON BEACH , a political subdivision of the State of Florida Borrower: WELLS LANDING APARTMENTS LLC, a Florida limited liability company Project: Construction and development of a 124-unit affordable multifamily project, plus commercial space, amenities and parking (the "Project"). Project Site: N. Seacrest Boulevard and Martin Luther King Boulevard, Boynton Beach, Florida 33435 Date: , 2022 RECITALS A. Lender and Borrower have entered into a Construction Loan Agreement dated of even date herewith(the"Loan Agreement"), pursuant to which the Lender has agreed to advance to Borrower up to $ (the "Loan") for construction of the Project upon the Project Site all in accordance with the Loan Documents (as such term is defined in the Loan Agreement). B. CRA and Borrower have entered into that certain (i) Purchase and Development Agreement dated September 16, 2019, as amended by that certain Addendum to Contract dated September 16, 2019, as further amended by that certain Purchase and Development Agreement Second Amendment dated July 1, 2020 (collectively, the "P&D Agreement"), (ii) that certain Development Agreement dated February 8, 2022 (the "CRA 2022 Development Agreement"), and (iii) that certain Second Development Agreement dated February 8, 2022 (the "Second CRA Development Agreement") which provide, among other things, that the CRA shall, subject to terms and conditions therein, provide Borrower certain incentives for Borrower's development of the Project, including (a) reimbursement to Borrower in the amount of $2,025,815, (b) reimbursement to Borrower in the amount of$433,008.45,and(c)credit to Borrower in the amount of$100,000 against the purchase price for the acquisition of the Additional Parcel (as such term is defined in the P&D Agreement), it being acknowledged and agreed that with respect to subparagraph (c), such funds have already been disbursed to the Borrower (each individually, a "CRA Development Agreement", and collectively, the "CRA Development Agreements"). C. CRA and Borrower have entered into that certain Tax Increment Revenue Funding Agreement dated February 8, 2022 (the "TIF Agreement") which provides, subject to terms and conditions therein, that the CRA shall provide Borrower a refund of 100% of Tax Increment Revenues attributed to the Project actually received by the CRA in an amount not to exceed 01616078-3 $1,638,280.00 (the "TIF Refund") and together with the CRA Development Agreements, the "CRA Funding." D. City and Borrower have entered into (i) that certain Promissory Note and Loan Agreement dated , 2022 made payable to City by Borrower in the original principal amount of$625,750.00 and (ii) that certain Mortgage dated , 2022 made by Borrower in favor of City to be recorded in the Public Records of Palm Beach County,Florida(the "City Loan Documents"), which provide, among other things, that the City has or will provide Borrower certain incentives for Borrower's development of the Project Site, including without limitation, the making of a loan to Borrower in the amount of$625,750.00 (the"City Loan"). E. City and Borrower have that certain ARPA Subrecipient Agreement dated 2022 by and between City and Borrower(the"City ARPA Agreement"), which provides, among other things, that the City has or will provide Borrower certain incentives for Borrower's development of the Project Site, including, without limitation, the making of a grant to Borrower in the amount of$500,000(the"City Grant", and together with the City Loan,the"City Financial Accommodations"). F. Borrower shall deposit proceeds of the City Grant, the City Loan and the CRA Development Agreements into an account established by the Borrower with Lender (the "Economic Incentive Account")for the construction of the Project upon the Project Site. G. Borrower shall deposit proceeds of the TIF Refund, into the Borrower's operating account with Lender as additional collateral for the First Mortgage Loan. H. Pursuant to the Loan Documents,to the extent assignable,Borrower has collaterally assigned to the Lender all of its right, title and interest in and to the P&D Agreement, the CRA 2022 Development Agreement, the Second CRA Development Agreement, the TIF Agreement, the City Loan Documents and the City ARPA Agreement,including,but not limited to,Borrower's right to receive the CRA Funding and the City Financial Accommodations, such assignment being subject to the terms and conditions of the P&D Agreement, the CRA 2022 Development Agreement, the Second CRA Development Agreement, the TIF Agreement, the City Loan Documents and the City ARPA Agreement. L The following terms and conditions shall govern the manner in which Lender, CRA and the City, if applicable, shall disburse sums to Borrower through the Lender in accordance with the Loan Agreement, the CRA 2022 Development Agreement, the Second CRA Development Agreement, the TIF Agreement, the City Loan Documents, the City ARPA Agreement and this Consent and Funding Agreement. J. All terms capitalized but not defined in this Consent and Funding Agreement shall have the meanings ascribed to such terms in the Loan Agreement. AGREEMENTS In consideration of the foregoing Recitals and the mutual agreements set forth herein, Lender, CRA, City and Borrower agree as follows: 01616078-3 2 I. Borrower shall deposit the proceeds from the CRA Development Agreements,the City Grant, and the City Loan into the Economic Incentive Account upon receipt. Borrower shall deposit the TIF Refund into Borrower's operating account with Lender upon receipt. Except as set forth in the Loan Agreement, Borrower shall apply the proceeds from the CRA Development Agreements, the City Loan, and the City Grant toward Project costs prior to disbursement of any Loan proceeds hereunder. 2. The Project Budget is attached hereto as Exhibit "A" which includes an itemized list of estimated costs. 3. Whenever Borrower desires to obtain an advance of such proceeds, Borrower shall comply with all terms and conditions of the applicable documents evidencing the CRA Development Agreements, the City Grant and the City Loan. 4. If Lender has not received any notice from CRA or the City that any default exists under the CRA 2022 Development Agreement, the Second CRA Development Agreement, the City Loan Documents or the City ARPA Agreement, or other documents executed in favor of the City with respect to the City Financial Accommodations, or the CRA with respect to the CRA Funding, the Lender shall disburse the Loan, the CRA Development Agreements, the City Grant, and the City Loan proceeds as applicable, in accordance with the Loan Agreement. 5. Borrower shall be responsible for making inspections of the Project during the course of construction and shall determine to its own satisfaction that the work done or materials supplied by the contractors to whom payment is to be made out of each advance has been properly done or supplied in accordance with applicable contracts with such Contractors. The CRA, the City, and Lender shall have the right but not the obligation to conduct any inspections of the Project. 6. Each of the CRA and City acknowledges and consents to the collateral assignment of Borrower's right, title and interest under the CRA Development Agreement, the Second CRA Development Agreement, the P&D Agreement, the TIF Agreement, the City Loan Documents and the City ARPA Agreement, subject to any limitations of assignability expressed therein, which rights include but are not limited to the right to receive payment of the CRA Development Agreements, the TIF Refund and the City Grant. Upon the occurrence and during the continuance of an Event of Default under the Loan Documents, Lender shall have the right, but not the obligation,to perform the obligations and conditions of Borrower under the CRA 2022 Development Agreement, the CRA Second Development Agreement, the P&D Agreement, the TIF Agreement,the City Loan Documents and the City ARPA Agreement. The CRA and the City agree to provide Lender notice, at the Lender's address set forth herein, if there is any default known to the CRA or the City under the CRA 2022 Development Agreement, the Second CRA Development Agreement, the P&D Agreement, the TIF Agreement, the City ARPA Agreement and the City Loan Documents. 7. It is expressly understood and agreed that neither Lender,nor CRA,nor the City assumes any liability or responsibility for the satisfactory completion of the Project, for the adequacy of funds deposited with, disbursed by or advanced by any of them pursuant hereto to 01616078-3 3 complete the Project, for inspections during construction, or for any other acts on the part of Borrower or any of its contractors to be performed in the construction of the Project. 8. This Consent and Funding Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida. 9. This Consent and Funding Agreement may be amended only by a written amendment signed by Lender, CRA, City, and Borrower. 10. Lender does not certify or insure that (a) Borrower has satisfied the requirements for funding or disbursement to Borrower under the CRA 2022 Development Agreement, the Second CRA Development Agreement,the P&D Agreement, the TIF Agreement, the City ARPA Agreement or the City Loan Documents, (b)the Project will be completed, (c)that the Project, when completed, will have been built in accordance with plans and specifications, or (d) that sufficient funds will be available for completion of the Project. Beyond the exercise of reasonable care in the custody thereof, Lender shall have no duty as to any account collateral (including,but not limited to the Economic Incentive Account)in its possession or control as agent therefor or bailee thereof or any income thereon or the preservation of rights against any person or otherwise with respect thereto. In no event shall Lender be liable either directly or indirectly for losses or delays arising out of the acts or omissions of any third parties, including, but not limited to, various communication services, courier services, the Federal Reserve System, any other bank or any third party who may be affected by funds transactions or from any event which may be the basis of an excusable delay, interruption of communication facilities, fire, mechanical, computer or electrical failures or other unforeseen contingencies, strikes or any similar or dissimilar cause beyond the reasonable control of Lender or for indirect, special or consequential damages. Lender shall be responsible for the performance only of such duties with respect to the account collateral as are specifically set forth in this paragraph and no other duty shall be implied from any provision hereof. Lender shall not be under any obligation or duty to perform any act with respect to the account collateral which would cause it to incur any expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Borrower shall indemnify and hold Lender, its employees and officers harmless from and against any actual loss, cost or damage (including, without limitation, attorneys' fees and disbursements) incurred by Lender in connection with the transactions contemplated hereby with respect to the account collateral,except as such may be caused by the gross negligence or willful misconduct of Lender, as determined by a court of competent jurisdiction by final and nonappealable judgment. Lender shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper, document or signature believed by it in good faith to be genuine, and, in so acting, it may be assumed that any person purporting to give any of the foregoing in connection with the provisions hereof has been duly authorized to do so. 11. All parties to this Agreement acknowledge that no interest will be paid to them on any funds while held by Lender pursuant to this Agreement. All parties to this Agreement acknowledge that, in addition to the fees payable to Lender for its services, Lender may receive ancillary benefits from the use of the funds while held in escrow. 12. This Agreement is not intended by any of the undersigned to give any benefits, rights, privileges, actions or remedies to any person, partnership, firm or entity — other 01616078-3 4 than the CRA, City, Lender, and Borrower— as a third parry beneficiary or otherwise under any theory of law. 13. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. 14. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery or (b)recognized express overnight delivery service and shall be deemed to have been delivered upon (i) receipt, if hand-delivered, (ii)the next Business Day, if delivered by express overnight delivery service, or, if delivery is refused, the date on which the delivery is refused. Notices shall be provided to the parties and addresses specified below: If to Lender: TD BANK, N.A. 21845 Powerline Road, Second Floor Boca Raton, Florida 33433 Attention: Mario Facella with a copy to: Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street Suite 2200 Miami, FL 33130 Attention: Barbara J. Ferrer, Esq. If to Borrower: WELLS LANDING APARTMENTS LLC 7735 NW 146th Street, Suite 306 Miami Lakes, Florida 33016 Attention: Lewis Swezy with a copy to: Nelson Mullins Riley& Scarborough LLP 390 North Orange Avenue, Suite 1400 Orlando, Florida 32801 Attention: Randal M. Alligood, Esq. If to CRA: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 100 E. Ocean Avenue, 4th Floor Boynton Beach, Florida 33435 Attention: CRA Executive Director 01616078-3 5 With a copy to: Lewis, Longman &Walker, PA Attn: Tara Duhy 360 S. Rosemary Avenue, Suite 1100 West Palm Beach, FL 33401 If to City: CITY OF BOYNTON BEACH Attention: 01616078-3 6 IN WITNESS WHEREOF, the parties hereto have entered into this Consent and Funding Agreement as of the date first set forth above. LENDER: BORROWER: TD BANK, N.A. WELLS LANDING APARTMENTS LLC, a Florida limited liability company By: By: Wells Landing Manager, LLC, a Florida Mario Facella, Senior Lender limited liability company, its manager By: Lewis Swezy, Manager CRA: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Name: Steven B. Grant Title: Chair CITY: CITY OF BOYNTON BEACH By: Name: Title: City Attorney's Office Approved as to form and legality By: 01616078-3 EXHIBIT "A" PROJECT BUDGET 01616078-3 8 #10200479 v4 BOYNTO C D m'suBEACK: KA COMMUNITY REDEVELOPMENT A(22"ENCY CRA BOARD M EETING OF: March 9, 2022 NEW BUSINESS AGENDAITEM: 17.E. SUBJECT: Discussion and Consideration of a Subordination Agreement between the CRA, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project SUMMARY: On February 1, 2022, the CRA executed the Development Agreement for the commercial component and the Second Development Agreement and the Tax Increment Revenue Funding Agreement (TI RFA) for the residential component of the MLK Jr. Boulevard Mixed Use Project to assist with the project's finance gap caused by the increased in construction costs from the pandemic (see Attachments I - I I I). CRA legal counsel and staff has reviewed the draft Subordination Agreement requested by TD BANK, N.A. as the Ienderforthe MLK Jr. Boulevard Corridor Mixed Use Project. The Board is under advisement that if executed, there is no recourse for the CRA to recoup either its money, or the property, if the project fails (see Attachment IV). However, TD BANK will not fund the project without this agreement. CMC representatives will be present at the March 9, 2022, CRA Board meeting to answer any questions regarding the request. 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. Approval of the Subordination Agreement between the CRA, TD BANK, N.A., and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project and authorize the Board Chair to execute the Agreement subject to final legal review. 2. Alternative direction based on Board discussion. ATTACHMENTS: Description D Attachment I - Executed M LK Jr. Blvd. Corridor M U Project Commercial Development Agreement D Attachment II - Executed M LK Jr. Blvd. Corridor M U Project Second Development Agreement - Residential D Attachment III - Executed MLK Jr. Blvd. Corridor MU Project TIRFA- Residential D Attachment IV - Draft Subordination Agreement for the M LK J r. Blvd. Corridor M U Project 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 Apartments, 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 providing funding for commercial spaces within 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, including the following relating to the Project: (i) costs relating to the parking lot and site improvements (ii) costs of bathrooms required by code for the Project (iii) costs of plumbing stub-outs, main electrical and mechanical components needed for tenants to hook up to in order to operate within the tenant space in the Project (iv) costs of concrete flooring, ventilation, and HVAC/air conditioning systems needed within commercial spaces for use by tenants (v) architecture and professional design services only for the Neighborhood Officer Program Office and (vi) other 01591782-5 l expenses specifically agreed to by the CRA through prior written approval. 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. 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. i) "Secondary Eligible Expenses" shall mean: exterior improvements to the Property that enhance the aesthetic value or electrical, mechanical, or plumbing function of the Property; and/or mechanical, electrical, or plumbing improvements of tenant spaces made during the initial build out of tenant spaces. 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, and 01591782-5 where permitted by this Agreement, for the reimbursement of Secondary 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 are as 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. ii) Work with the CRA's architect to deliver "Unit #8" in the attached Exhibit B, 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 01591782-5 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 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 not to exceed $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 annually at a rate of either a)3%per year,or b)the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, whichever is lower, 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. 01591782-5 i M1 n 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 grey 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 and other Eligible Expenses. However, if and only if any funding remains after the completion of all portions of the Project that create Eligible Expenses, Developer is entitled to seek reimbursement for Secondary Eligible Expenses. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for Eligible Expenses and Secondary 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 Agreement and the reimbursement requested is for Eligible Expenses or Secondary 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 by electronic fund transfer into such account as may be designated by Developer from time to time. 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 01591752-5 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 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 Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 01591782-5 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 9) RIGHT OF FIRST REFUSAL. In the event Developer elects to sell the commercial spaces (or any part thereof) of the Property separate from the residential portion of the Property within 10 years of the Effective Date, CRA shall have the right of first refusal to the commercial spaces, to be effectuated as follows: Should Developer receive an offer to purchase the commercial spaces (or any part thereof) of the Property, Developer shall give the CRA notice of the offer by delivering a copy of the offer to the CRA ("Offer Notice")within two business days of receipt. Within five (5) days of receipt of the Offer Notice, the CRA shall schedule this item on the earliest available CRA Board agenda for approval to either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of CRA Board approval, deliver to Developer an agreement to purchase the portions of the Property subject to the Offer Notice on the same terms as set forth in the Offer Notice, including the delivery of a deposit (if applicable) less a deduction of the value of any funding contributed to the Developer by the CRA pursuant to this Agreement. Upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Offer Notice with a closing to be set no later than 45 days from the effective date of the Purchase and Sale Agreement. If the CRA fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within thirty-five (35) days after receipt of the Offer Notice,then the CRA's right of first refusal shall be deemed to have been waived. 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. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 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, 01591782-5 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. 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 fifteen (15) 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 fifteen (15) 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. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph S of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 14)TERMINATION. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. 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 01591782-5 w #; ' 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 Paragraph shall be deemed to be a reference to the entire Paragraph, 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 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.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. 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 01591782-5 " ,,, ,- 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 Paragraph 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. 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) Bindin 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: 01591782-5 ♦ p b 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 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, 4th Floor, Boynton Beach, Florida 33435;or ShuttT@bbfims. 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 Paragraph 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] 01591782-5 '� ; IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. DEVELOPER: CRA: Wells Landing Apartments LLC, a Florida limited liability company BOYNTON BEACH COMMUNITY By: Wells Landing Manag /""'LLC, REDEVELOPMENT AGENCY a Florida limited liability company,,/, its Manager -5�Z d 1" By: B tf �# r ✓I t ` 0 Panted Name: Lewis V. Swezy, Manager Printed Name: Steven B. Grant Title: Title: Chair Date: t w..._ Date: WITN ESS: WITNESS: Printed Name: � o- �ma a ' f �.� Printed Name. 01591782-5 ° WITNESS: WITNESS: Printed Name: ,. Printed Name: _ . Approved as to form and legal sufficiency:_ CRA Attorney s 1 01591782-5 P 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 1 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 1 Property Control Number: 08-43-45-21-25-001-0040 Legal Description: FRANK WEBBER ADD LTS 4&5 (LESS NE 10TH AVE R/W) BLK 1 Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEEKS ADD TO BOYNTON LT 1 n� EXHIBIT B-COMMERCIAL SPACE FLOOR PLAN AND ELEVATIONS 01591782-5 I.— . SMS' s z s10311HOaWIN313M �! 0111yt°s o— LL ..41L�58� o O v z x e a( w o ZS 5 V H E) It I'mom, A : W g s s a l I I 5 I p I [ W 0 , fie a h c \ I m � _ � E=3 \ o: �... ..... le s mG sl F� :� F W8 P.21 99 g o J f p o a: N m Q a o a 5 Y 7J e 41 P- H 12 R i I n 'JNI�NV,SIHM (V \ _ _._. � y � FIS 4 �t �I ,I- J4 o wo gc' w Q . " -, g oo�o "t\�01.211 z o.. . _ ........... . --_. KE x o s.L3311NOmv lu3em3H o��v z 4 �_ �€� z _ sro 'd 0 U' N m O r tN1 s z r o W a O . S °a O , pow o u a tR �R w p to --s - �ti q:i� - ° '1T1�MI n I a i { ' m\ , OR NJ EEDa a ®LU �k..a g ES i I J I i f 1 vol,-v o R sot d r ,t j j I 1 fi 1 ,l 5� SOVV I' I m 0 o �a LL t. , I s - , m O , , QEEh , I a I h Cie o 7 J a { I d V on W Z 04 { ............. m z ° w VHO4 � .y 9"s gowm € o N 1$ ?oa N "yi d °^,h ry J z �p O n ���# �F z W o U a �qi a Q � F it i� i �lI t h 111! h ; , 0.' Q 041 W. pg { II L it w I fti � I III F1 2 �( I p, r 33 i �11 � 11 1-1 I >IM I - ct r H y w• 1 �(,� wLU . ,,.g 1 9 y W LUC ., s„� W,S _' �— a W a w _ o m 9 ® �w SECOND 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 Apartments, LLC or its affiliated assignee (hereinafter"Developer," and together with the CRA,the "Parties"). WHEREAS, the CRA and Developer previously entered into a Purchase and Development Agreement for certain real property (as amended, "P&D Agreement"), a copy of which is attached hereto as Exhibit A and hereby incorporated herein; and WHEREAS, Developer intends to construct an affordable multi-family rental apartment project with 8 commercial units as further described in the P&D Agreement as it may be amended (hereinafter, the "Project"); and WHEREAS, subsequent to the execution of the P&D Agreement, there has been a global pandemic and a global shipping crisis, resulting in severely escalated prices for building materials and labor associated with the Project; and WHEREAS,the CRA has determined that the Project furthers the 2016 Boynton Beach Community Redevelopment Plan ("CRA Plan"); and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and 1. Recitals.The recitations set forth above are hereby incorporated herein. 2. Reimbursement Obligations of the CRA. a. The CRA shall provide funding to the Developer in an amount not to exceed Four Hundred, Thirty-Three Thousand Eight and 45/100 Dollars ($433,008.45) to be used for only reimbursement of certain eligible expenses. Eligible expenses are those expenses for construction labor and materials directly used on the Project, are consistent with the requirements of Florida Statutes, are consistent with the CRA Plan, and are in compliance with the requirements of this Agreement. Developer overhead, Developer administrative costs, and payment to Developer employees are not eligible expenses. b. The CRA will reimburse the Developer for eligible expenses upon receipt of a written, complete Reimbursement Request from the Developer that meets the requirements of this Agreement as further described below. 3. Obligations of the Developer. a. As a condition precedent to receiving any funds under this Agreement, Developer will provide the CRA copies of all executed loan documents related to the Project. b. The Developer shall ensure funds provided by the CRA are not used for any purposes prohibited by law. c. The Developer shall ensure that the Project is accomplished in compliance with the P&D Agreement. d. The Developer shall be responsible for overseeing the Project and otherwise contracting and coordinating with all other entities as necessary to effectuate the Project. e. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director or designee and the CRA Attorney,the Developer 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. 4. Reimbursement of Funds a. The Developer shall provide a written request for reimbursement of funds ("Reimbursement Request") meeting the requirements of this Agreement to the CRA. In order to be eligible for reimbursement, the 01591798-3 Reimbursement Request must be submitted no later than one hundred and twenty(120)days after payment by the Developer of funds for which it is seeking reimbursement. b. In order to be deemed a complete Reimbursement Request, the Reimbursement Request shall include the following information: i. The amount of reimbursement requested; ii. A summary of the Project items for which the Developer seeks reimbursement; iii. A statement that the Project is in compliance with the P&D Agreement,and evidence supporting the statement; and 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. 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 by electronic fund transfer into such account as may be designated by Developer from time to time. d. If the Developer fails to submit a Reimbursement Request within one hundred and twenty (120) days after any payment for which Developer seeks reimbursement, the Developer will no longer be eligible to receive reimbursement for that payment. 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 request the CRA deems ineligible for reimbursement. S. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall only be responsible for providing reimbursement to the Developer for eligible expenses for the Project, and shall not otherwise be responsible for effectuating the Project. 6. 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 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 Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 01591798-3 i With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue,Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 7. Termination. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. 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 two years from the date of the Effective Date or after the last payment to Developer,whichever occurs later. 8. 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 Thirty (30) 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 thirty(30) days from the receipt of written notice of such breach to cure the breach. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph 6 of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 9. Indemnification. Developer shall indemnify,save,and hold harmless the CRA, its agents,and its employees from any liability, claim,demand, suit, loss,cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property 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 Developer or the performance of this Agreement by Developer or Developer's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence,or intentional acts of the CRA,its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. The Developer shall be entitled to adequate notice and opportunity to defend any indemnifiable claim made by any third party against the CRA. 10. Waiver.The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees,to the fullest extent the law allows,from any liability for any damage or injury sustained by Developer. This waiver,discharge,and release specifically include negligence or wrongful act by the CRA, its agents,or its employees,to the fullest extent the law allows. 11. 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 described in paragraph 2.a. of this Agreement less any amount already paid to Developer, or the direct out-of-pocket damages actually incurred, whichever is less. Nothing in this Agreement 01591798-3 Y shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA, including those set forth in Section 768.28, Florida Statutes. 12. Assignment.This Agreement may only be assigned by the Developer to record owners of the Property with the prior written consent of the CRA,which consent shall not be unreasonably withheld, provided, however,that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property,this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 13. Project Compliance.The parties agree that this Agreement is entered into to support the completion of the Project, and any breach of Paragraph 18 (including all subparagraphs thereunder) of the P&D Agreement is automatically considered a breach of this Agreement. 14. Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors,executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA,nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 15. No Discrimination. The 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 hiring or contracting practices associated with this Agreement. 16. Independent Contractor; No Partnership, Etc. The Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture,or employee relationship. It is specifically understood that the Developer is an independent contractor(s) 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 Developer; and that Developer is an independent contractor and not an employee of the CRA for all purposes including but not limited to,the application of the following acts if applicable, 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. The Developer will exercise its own judgment in matters of safety for itself,those affected by the Developer's actions. 17. Entire Agreement.This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations,of any kind or nature,oral or written,concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 18. 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. 01591798-3 art R eg 19. 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 partthereof.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. 20. 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. 21. Independent Advice.The parties declare that the terms of this Agreement have been read and are fully understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. 22. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved.To that end,this Agreement is declared severable. 23. 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. 24. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Developer 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 Developer may waive any requirements of the CRA contained in this Agreement. 25. 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. 26. Time is of the Essence.The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 27. Compliance with Laws. In the performance under this Agreement,the 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. 28. Effective Date.This Agreement will become effective upon the date and time the last party executes this Agreement. 29. Survival.The provisions of this Agreement regarding public records, indemnity, limitation of liability,and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 30. Agent. If this Agreement is signed by the Developer's agent, the agent warrants that he is duly authorized to act on behalf of the Developer and that he/she is authorized to enter into this Agreement. 31. 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 01591798-3 32. Public Records.The CRA is a public agency subject to Chapter 119, Florida Statutes.The Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: a. Keep and maintain public records required by the CRA to perform the Developer 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 Developer 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 Developer or keep and maintain public records required by the CRA to perform the service. If the Developer transfers all public records to the CRA upon completion of the Agreement, the Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Developer keeps and maintains public records upon completion of the Agreement,the Developer shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. The Developer also understands that CRA may disclose any document in connection with performance of the Developer Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT(561)737-3256; 100 EAST OCEAN AVENUE,4th FLOOR, BOYNTON BEACH, FL 33435;or Shutff@ bbfLus. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [DEVELOPER SIGNATURE ON FOLLOWING PAGE] 01591798-3 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESS Wells Landing Apartments LLC, a Florida limited liability company int Name z? -&« o� .i a. By: Wells Landing Manager, LLC, a Florida limited liability company, its Manager ;µ 7 By , � Print Name: Yl, ., . ° �.� f , Lewis V. wezy,-Manager STATE OF FLORIDA ) � ) SS: COUNTY OF rz, t BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Lewis V. Swezy as Manager of WELLS LANDING APARTMENTS LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of WELLS LANDING APARTMENTS LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of WELLS LANDING APARTMENTS LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this I ay of � � wk 2021. a Anna Prendes z Commission#HH 43846 a��t Commission Expires 09-23.2024 =. .� op Bonded Through-Cynanotary .�-,— p My Commission Expires: Notary P [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01591798-3 WITNESSES BOYNTON BEACH COMMUNITY RED=Grant, ENC Print Name: cx"'Ct ,. �' ' 'I� , Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He is personally known to me or has produced as identification. wA. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of rs ". 2021. T My Commission Expires: Not P 'iic,State of Florida at Large BONNIE NICKLIEN 4„pV nV9 Notary Public-State of Florida yyy Commission # HH 87189 9 OQC 0F F��.• My Commission Expires � May 25,2025 01591798-3 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the 0day of � y, 20= by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, ("CRA"), with a business address of 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435, and WELLS LANDING APARTMENTS, LLC, a Florida Profit Corporation, with a business address of 7735 NW 146th Street, Ste 306, Miami Lakes, FL 33016 ("Developer"). RECITALS WHEREAS,the CRA and Developer previously entered into a Purchase and Development Agreement for certain real property ("P&D Agreement"), a copy of which is attached hereto as Exhibit A and hereby incorporated herein; and WHEREAS, Developer intends to construct a mixed-use commercial redevelopment and affordable multi-family rental apartment project as further described in the P&D Agreement (hereinafter, the"Project"); and WHEREAS,the Project includes the construction of 124 affordable multi-family units;and WHEREAS, subsequent to the execution of the P&D Agreement, there has been a global pandemic and a global shipping crisis, resulting in severely escalated prices for building materials and labor associated with the Project; and WHEREAS, the CRA has determined that the Project furthers the 2016 Boynton Beach Community Redevelopment Plan("CRA Plan"); and WHEREAS, the CRA has specifically determined that the Project will deliver needed affordable housing within the CRA Area in furtherance of the CRA 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 the provision of 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: 01592250-2 Section I Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2 Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1) "Base Year"mean the base year for determining Tax Increment Revenue from the Project. 2.2) "Certificate of Occupancy" means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated therein. 2.3) "City"means the City of Boynton Beach, Florida. 2.4) "Commencement of Construction" or "Commence Construction" means obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish, excavate, or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.5) "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.6) "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the Project by agreed upon percentage factor as provided for in this Agreement. 2.7) "Property" means the land more specifically described in Exhibit A of the P&D Agreement. 2.8) "Tax Increment Revenue" means the amount deposited in the Redevelopment Trust Fund for the Redevelopment Area pursuant to Florida Statutes, Section 163.387, which is attributable to the Project. Section 3' Developer's Obligations and Covenants. 3.1) Construction of the Project. Developer agrees to Commence Construction of and diligently pursue construction of the Project as required by the P&D Agreement as it may be amended from time to time. 01592250-2 3.1.a) Developer has represented to the CRA that prior to the Effective Date of this Agreement, Developer has submitted applications for building permits that include the residential portion of the Project. Within three (3) days of the Effective Date of this Agreement, Developer will submit to the CRA proof of permit application fees paid. Developer will diligently pursue approval of such building permits and will provide a copy of the building permit for the Project to the CRA upon issuance of the same by the City. 3.Lb) Upon request by Developer, the CRA may agree to assist with issuance of the building permits to the extent practicable and permitted by law and to the extent the same is consistent with the terms of this Agreement. 3.1.c) Developer 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. The CRA will be in attendance at the ceremony with limited participation in its planning. 3.1.d) Developer shall ensure that each residential unit contains a washing machine and a dryer. 3.1.e) Certificate of Occupancy shall be obtained within twenty-four months (24 months) following issuance of the building permit for the Project by the City. 3.1 J) Developer shall diligently pursue and use all reasonable efforts to obtain all necessary approvals of the construction and development of the Project. Upon receipt of a building permit for the Project from the City, Purchaser shall diligently pursue completion of construction of the Project, regardless of the funding source. Section 4 Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for the Project indicating the status of Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for the preceding year. Such report must be submitted to the CRA no later than the last day of April for the preceding year. 4.1) Developer shall also certify in the Annual Performance Report: 4.1.a) that it has met its obligations under the P&D Agreement; 4.Lb) the number of residential units leased; and 4.1.c) the number of units that were leased to residents who were relocating to the Project from within Boynton Beach. 4.2) Developer shall also include in its Annual Performance Report: 4.2.a) A certificate of occupancy for each residential unit (or group of residential units) after such certificate of occupancy is issued; and 01592250-2 r 4.2.b) Photographs of completed improvements, upon Project completion. 4.3) Developer shall present an annual update to the CRA Board every April concerning the status of the Project and the contents of the Annual Performance Report. Section 5 Conditions Precedent to Disbursement. 5.1) As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1) Developer must have timely provided its Annual Performance Report, providing evidence of compliance with the requirements of this Agreement and evidencing that Developer has paid all property taxes for the preceding year; and 5.1.2) Upon receipt of the Annual Performance Report, the CRA shall review, and if it meets all the requirements of this Agreement, approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue for the Project,which approval shall not be unreasonably withheld; 5.1.3) The CRA must have received Tax Increment Revenues from the Project subsequent to the Base Year; and 5.1.4) Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement, has not paid all property taxes for the preceding year, or is otherwise in default under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Pledged Project Increment Revenue during any cure period or in the event the Developer has not paid all taxes or is in default of this Agreement so long as, once a default is cured, Developer shall continue to receive their Pledged Project Increment Revenue payments up to the amount not to be exceeded as provided below, including those that would have been paid but for the default and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. Section 6 fled,ed Project Increment Revenue. 6.1) Formula and Term. 6.1.1 The CRA shall provide Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement, less any amounts deducted due to the failure of Developer to comply with the terms of this Agreement. The amount of Pledged Project Increment Revenue to be paid shall be determined as follows: 01592250-2 '' 6.1.1.1 Developer shall receive Pledged Project Increment Revenue for a term of fifteen(15) consecutive years,beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in this Agreement and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the "TIRF Term"). The amount of Pledged Project Increment Revenue due to Developer during the TIRF Term shall be determined pursuant to the following formula: Developer shall receive one hundred percent (100%) of the Tax Increment Revenue Funding actually received by the CRA, an amount not to exceed $1,638,280.00 total over the term of this Agreement. 6.1.1.2 The Base Year for determining Tax Increment Revenue from the Project shall be the year prior to commencement of construction of improvements on the Property. 6.1.1.3 Notwithstanding any other provision of this Agreement, no Pledged Project Increment Revenues payments shall be made to Developer if Developer is in default under the terms of this Agreement and Developer has failed to sufficiently cure the default as provided herein. 6.2) No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or otherwise encumbered by the CRA for the period covered by term of this Agreement. 6.3) Form of Payment.Payment of shall be in the form of electronic fund transfer into such account as may be designated by Developer from time to time. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7) Right of First Refusal. Developer hereby grants the CRA a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until Developer obtains its Certificate of Occupancy for the last part of the entire Project. 7.1) The terms and conditions of this right shall be as follows: 01592250-2 pF' a. If Developer receives and offer to purchase the Property pursuant to a written contract or letter of intent, Developer shall give the CRA notice of the offer by delivering a copy of the contract or letter of intent to the CRA("Purchase Notice") pursuant to the Notice requirements of this Agreement within two(2)business days of receipt. b. Within ten(10) days of receipt of the Purchase Notice, the CRA shall either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of the Purchase Notice, deliver to Developer an agreement to purchase the Property on the same terms as set forth in the Purchase Notice including the delivery of a deposit (if applicable), and upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Purchase Notice. c. If the CRA 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 Purchase Notice, then CRA's right of first refusal shall be deemed to have been waived. Section 8 Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Thuy Shutt, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman& Walker, P.A. 360 South Rosemary Avenue Suite 1100 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 01592250-2 t With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 Section 9 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 Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. However, if Developer makes a good faith effort to cure during the 30- day period, Developer may request and the CRA may agree to an extension of the cure period as may reasonably be necessary to cure the default. If the request is for an extension of sixty (60) days or less, approval for such extension shall not be unreasonably withheld. CRA shall not exercise any remedies hereunder unless Developer has failed to cure. Section 101 Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project, or within two (2) years of the Effective Date if the Developer has failed to commence construction of Project, subject to force majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more of the following occurrences: A) The default of either Party, if such default is not cured within the time prescribed by this Agreement; B) The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. Section 111 Miscellaneous Provisions 11.1) Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement. Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 11.2) Indemnification.Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees,by reason of any property or other damages or personal injury, including 01592250-2 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 Developer or the performance of this Agreement by Developer or Developer's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees.Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. CRA agrees that if the damage is covered by Developer's insurance,the CRA will accept payment from the insurance company. 11.3) 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 Pledged Project Increment Revenue that would have been paid to Developer under paragraph 6.1.1.1 of this Agreement, 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, including those set forth in Section 768.28, Florida Statutes. 11.4) Assignment.This Agreement may be assigned by the Developer to any subsidiary, to any corporation with which it merges or is consolidated, or to any corporation to which it sells the majority of its assets, so long as such entity becomes the record owner of the Property, and only with the prior written consent of the CRA, which consent shall not be unreasonably withheld, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. In the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement. The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. No other assignment of this Agreement is permitted without prior written consent by the CRA Board after presentation at a public meeting, which consent may be given, withheld, or conditioned at the sole discretion of the CRA. CRA may not assign this Agreement without the prior written consent of the Developer; except in the event of the dissolution of the CRA, in which case the CRA may transfer this Agreement to the City of Boynton Beach through assignment or operation of law. 11.5) Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any 01592250-2 personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 11.6) No Discrimination. The 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 hiring or contracting practices associated with this Agreement. 11.7) Independent Contractor; No Partnership, Etc. The Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that the Developer is an independent contractor(s) 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 Developer; and that Developer is an independent contractor and not an employee of the CRA 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. The Developer will exercise its own judgment in matters of safety for itself, those affected by the Developer's actions. 11.8) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 11.9) Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original,but all of which together shall constitute one and 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. 11.10) Agreement Deemed to be Drafted Jointly.This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue 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. 01592250-2 11.11) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of Florida and the United States 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. 11.12) Independent Advice. The parties declare that the terms of this Agreement have been read and are fully.understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. 11.13) Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end,this Agreement is declared severable. 11.14) 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. 11.15) Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of the Developer 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 Developer may waive any requirements of the CRA contained in this Agreement. 11.16) 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. 11.17) Time is of the Essence. The parties acknowledge and agree that time is of the essence in the performance under this Agreement. 11.18) Compliance with Laws. In the performance under this Agreement, the 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, including applicable ethics and procurement requirements. 11.19) Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 01592250-2 f fi' 11.20) Survival. The provisions of this Agreement regarding public records, indemnity, limitation of liability, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 11.21) Agent. If this Agreement is signed by the Developer's agent, the agent warrants that he/she is duly authorized to act on behalf of the Developer, that he/she is authorized to enter into this Agreement, and that the agent and Developer are jointly and severally liable for any breach of this Agreement. 11.22) 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 11.23) Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: d. Keep and maintain public records required by the CRA to perform the Developer Services described in this Agreement. e. 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. f. 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 Developer does not transfer the records to the CRA. g. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of the Developer or keep and maintain public records required by the CRA to perform the service. If the Developer transfers all public records to the CRA upon completion of the Agreement, the Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Developer keeps and maintains public records upon completion of the Agreement,the Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA's custodian of public records, in a forinat that is compatible with the information technology systems of the CRA. The Developer also understands that CRA may disclose any document in connection with performance of the Developer Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE 01592250-2 e DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 100 EAST OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435; or [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [DEVELOPER SIGNATURE ON FOLLOWING PAGE] 01592250-2 r IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESS _ Wells Landing Apartments LLC, a Florida limited liability company �.r Print Name: = By: Wells Landing Manager, LLC, a Florida limited liability company, its Manager L Y - Print Name Lewis V . wezy, Manag .. BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Lewis V. Swezy as Manager of WELLS LANDING APARTMENTS LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of WELLS LANDING APARTMENTS LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of WELLS LANDING APARTMENTS LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this 1`"'Qd�' day of , 2022. o PP RP`B�� Anna Prendes .. z o� Commission#HH 43846 ;, N �! Commission Expires 09-23-2024 Bonded Through-Cynanotary M My Commission Expires: Not Publ' to ida- ' tart Pu lic [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 01592250-2 r Print Name: u" ;�,r` ,, ,` ''` °; By- Si- Print Grant, CRA Board Chair Print Name: STATE OF FLORIDA ) SS: COUNTY OF PALM BEACH ) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally wknown to me or has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of �, . ,� a� , 2022. 4 My Commission Expires: Notary Pubjjk,, State of�loi IM at Large BONNIE NICKLIEN �ppY PSB gip Notary Public-State of FloridaCommission # HH 87189 ' My Commission Expires an„a May 25,2025 01592250-2 Prepared By/Return To: Barbara J. Ferrer, Esq. Stearns Weaver Miller Weissler Alhadeff&Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 SUBORDINATION AGREEMENT AND CONSENT THIS SUBORDINATION AGREEMENT AND CONSENT (this "Agreement") dated as of the_ day of , 2022, is executed by and among TD BANK, N.A., a national banking association ("Lender"), having an address of 21845 Power Line Road, Second Floor, Boca Raton, Florida 33433; BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("Subordinator"), having an address of 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435; and WELLS LANDING APARTMENTS LLC, a Florida limited liability company ("Borrower"), having an address of 7735 NW 146th Street, Suite 306, Miami Lakes, Florida 33016. To induce the Lender and Affiliate Counterparty (as such term is defined in the Loan Agreement; and together with Lender, each a "Senior Creditor" and collectively, the "Senior Creditors") to make available and continue, a credit facility and other extensions of credit to and for the benefit of Borrower pursuant to the terms of that certain Construction Loan Agreement between Borrower and Lender dated on or about the date hereof (as same may hereafter be amended, supplemented, replaced or restated from time to time, collectively referred to as the "Loan Agreement"), the Subordinator hereby agrees as follows: 1. The payment and performance of any and all Subordinated Obligations (as defined below) is expressly subordinated to the Senior Debt (as defined below) to the extent and in the manner set forth in this Agreement. The term "Subordinated Obligations" means all rights of the Subordinator (including, without limitation, with respect to any and all indebtedness, liabilities, and obligations of Borrower, any rights of first refusal and/or any rights of reverter), now existing or hereafter arising, under and in connection with that certain: (a) Purchase and Development Agreement with an Effective Date (as defined in such agreement) of September 16, 2019, entered into by and between the Subordinator and Borrower, as amended by that certain Addendum to Contract dated September 16, 2019, as further amended by that certain Purchase and Development Agreement Second Amendment dated July 1, 2020, as the same may be amended from time to time, with Lender's prior written approval (the "PDA"); (b) Development Agreement dated February 8, 2022, entered into by and between the Subordinator and Borrower, as the same may be amended from time to time, with Lender's prior written approval (the "Development Agreement"); (c) Development Agreement dated February 8, 2022, entered into by and between the Subordinator and Borrower, as the same may be amended from time to time, with Lender's prior written approval (the "Second Development Agreement"); (d) Tax Increment Revenue Funding Agreement dated February 8, 2022, entered into by and between the Subordinator and Borrower, as the same may be amended from time to time, with Lender's prior written approval (the "TIF Agreement"); and (d) Right of Reverter by and between the Subordinate Lender and Borrower and recorded or to be recorded in the Public Records of Palm Beach County, Florida, as the same may be amended from time to time, with Lender's prior written approval (the "Reverter"). The term "Senior Debt" means any and all Indebtedness (as defined in the Senior Mortgage, as such term is defined below), including any Hedging Obligations (as defined below) of Borrower to Lender or Affiliate Counterparty under the Loan Agreement or Hedging Contract (as defined below) including without limitation interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not a claim for such post-commencement interest is allowed. As used herein "Hedging Obligations" shall mean all obligations of Borrower to Lender, Affiliate Counterparty or any other affiliate of Lender under any agreement, contract or transaction that constitutes a "swap" within the meaning of Section 1 a(47) of the Commodity Exchange Act (7 U.S.C. Section 1 et seq. as amended from time to time and any successor statute) and shall include without limitation, any interest rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, forward transactions, currency swap transactions, cross-currency rate swap transactions, currency options or similar agreements including, without limitation, the Hedging Contracts, and "Hedging Contract" means each ISDA Master Agreement and schedules and related confirmation and/or any other documents, instruments, or agreements executed to further evidence or secure the Hedging Obligations as the same may be hereafter amended, restated, renewed, replaced, supplemented or otherwise modified from time to time. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement or the Senior Mortgage, as applicable. 2. a. Repayment of the Senior Debt is secured by that certain Mortgage and Security Agreement and Fixture Filing (the "Senior Mortgage") given by Borrower in favor of Lender, for itself and as agent for Affiliate Counterparty, dated on or about the date hereof, and to be recorded in the Official Public Records of Palm Beach County, Florida, which Senior Mortgage encumbers real property owned by the Borrower, as more fully described in Exhibit "A" attached hereto ("Mortgaged Property") and Borrower's personal property described in the Loan Documents (together with the Mortgaged Property, collectively, "SeniorCollateral"). b. The Subordinator covenants and agrees that it shall not take or accept any liens or security interests in any property of Borrower, whether now owned or hereafter acquired, as security for the Subordinated Obligations. C. The Subordinator agrees, for the Senior Creditor's benefit, that, notwithstanding anything to the contrary contained in any agreement between Borrower and Subordinator, Lender's security interests, liens, mortgages or any other security arrangements with respect to the Senior Collateral (including the lien with respect to the Mortgaged Property), together with any insurance proceeds, condemnation awards and foreclosure proceeds, are senior and prior in operation and effect to any interests or liens of Subordinator with respect to any collateral owned by Borrower. 2 d. The priority of liens and security interests set forth in this Section 2 shall apply and control, irrespective of (i) any statement to the contrary in any agreement or other document executed and delivered by any party hereto or any affiliate thereof; (ii) the time, order or method of attachment or perfection of security interests or the perfection of security interests or recordation of liens; (iii) the time or order of recording of mortgages or filings of financing statements or any other recordings of filings; or (iv) the giving of, or failure to give, notice of the acquisition or expected acquisition of purchase money or other security interests. e. Until such time as the Senior Debt shall have been indefeasibly paid in full and any commitment to make advances under the Loan Agreement has terminated, the Subordinator shall not take any action to enforce or exercise any right or remedy with respect to the Subordinated Obligations. f. In the event Lender shall release, for purposes of restoration of all or any part of the improvements located at the Mortgaged Property, its right, title and interest in and to the proceeds under the policies of insurance thereon, and/or Lender's right, title and interest in and to any awards, or Lender's right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, the Subordinator shall release for such purpose all of the Subordinator's right, title and interest, if any, in and to all such insurance proceeds, awards or compensation, and the Subordinator agrees that the balance of such proceeds remaining shall be applied to the reduction of the Senior Debt in the manner set forth in the Senior Mortgage, and if Lender, for itself and as agent for Affiliate Counterparty, holds such proceeds, awards or compensation and/or monitors the disbursement thereof, the Subordinator agrees that Lender, for itself and as agent for Affiliate Counterparty, shall also hold and monitor the disbursement of such proceeds, awards and compensation to which the Subordinator is entitled. Nothing contained in this Agreement shall be deemed to require Lender to act for, or on behalf of, the Subordinator, or to hold or monitor any proceeds, awards, or compensation in trust for or on behalf of the Subordinator, in any way whatsoever, and all or any of such sums so held or monitored may be commingled with any of Lender's funds. g. The Subordinator hereby waives any equitable right the Subordinator may have in respect of marshaling, in connection with any release of all or any portion of the Senior Collateral by Lender, for itself and as agent for Affiliate Counterparty, from the lien of the Loan Documents, to require the separate sale of any portion of the Senior Collateral, or to require Lender, for itself and as agent for Affiliate Counterparty, to exhaust its remedies against any portion of the Senior Collateral, or any combination of any portion of the Senior Collateral, or to require Lender, for itself and as agent for Affiliate Counterparty, to proceed against any portion of the Senior Collateral, or any combination of any portion of the Senior Collateral, before proceeding against any other portion of the Senior Collateral, and further, in the event of foreclosure, or other enforcement proceeding by Lender, for itself and as agent for Affiliate Counterparty„ the Subordinator hereby expressly consents and authorizes, at Lender's option, the sale, either separately or together, of all or any portion of the Mortgaged Property. h. Notwithstanding anything to the contrary contained herein, the Subordinator agrees that, in the event that any Senior Collateral or other property of Borrower that is subject to any security interests or liens with respect to the Subordinated Obligations is sold, transferred, conveyed or otherwise disposed of (i) as permitted under 3 the Loan Agreement or the other Loan Documents (including the exercise of Lender's rights and remedies thereunder or under any other Loan Document) or (ii) with respect to any sale, transfer, conveyance or other disposition to a party other than a beneficial owner of Borrower for a commercially reasonable price (as determined by Lender) in light of the circumstances at the time, that is otherwise consented to by Lender, for itself and as agent for Affiliate Counterparty, and Borrower, the Subordinator shall release any and all rights to and interests in such property, and such property shall be transferred free and clear of any and all liens and security interests in favor of the Subordinator; provided that if an event of default has occurred and is continuing with respect to the Subordinated Obligations, Subordinator's interest (if any) shall continue with respect to the proceeds of any collateral for the Subordinated Obligations sold, transferred, conveyed or disposed to the extent that such proceeds exceed the amount of the Senior Debt. The Subordinator shall execute such termination and release documents as Lender, for itself and as agent for Affiliate Counterparty, may reasonably request to effectuate the terms hereof and hereby irrevocably appoints Lender, for itself and as agent for Affiliate Counterparty, (coupled with an interest) as Subordinator's attorney in fact to execute such termination and release documents. i. The Subordinator acknowledges and agrees that (i) the right of reverter contained in the Reverter and PDA shall not apply to the acquisition by Lender or a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure, or deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Loan (an "Enforcement Event"), or a subsequent sale by Lender or its designee following such Enforcement Event, and (ii) that the Subordinator shall stand still with regard to and shall not exercise the right of reverter at any time while the Senior Mortgage remains of record. j. The Subordinator waives, relinquishes and subordinates the right of first refusal contained in the PDA, Development Agreement and TIF Agreement (the "ROFR") and all liens or charges in favor of the Subordinator in favor of the liens or charges upon the Mortgaged Property of the Security Mortgage. The Subordinator understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. If Lender or any other person acquires title to the Mortgaged Property or any portions thereof by foreclosure proceedings, exercise of a power of sale, deed-in-lieu of foreclosure, or otherwise, the ROFR shall not in any way constitute a lien against any portion of the Property, nor shall they be binding on Lender, nor shall Lender be obligated to perform any of the covenants or agreements contained therein. 3. The Subordinator agrees that it will not make any assertion or claim in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to Lender, for itself and as agent for Affiliate Counterparty, or the Senior Creditor's actions with respect to Lender's handling or liquidation of the Senior Collateral under and in connection with the Loan Agreement or any of the other Loan Documents, or any amendment, extension, replacement thereof or related agreement between Lender and Borrower. 4. The Subordinator will not commence any action or proceeding of any kind against Borrower to recover or enforce all or any part of the Subordinated Obligations not paid or performed when due, and shall at no time join with any creditor, in bringing any 4 proceeding against Borrower under any liquidation, conservatorship, bankruptcy, reorganization, rearrangement, or other insolvency law now or hereafter existing, unless and until the Senior Debt shall be indefeasibly paid in full and any commitment to make advances under the Loan Agreement has terminated. 5. In the event of any liquidation, conservatorship, bankruptcy, reorganization, rearrangement, or other insolvency proceeding of Borrower, the Subordinator will at Lender's request file any claims, proofs of claim, or other instruments of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Obligations and will hold in trust for the Senior Creditors and pay over to Lender, for itself and as agent for Affiliate Counterparty, in the same form received, to be applied on the Senior Debt as determined by Lender, except as otherwise expressly provided in the Senior Mortgage, any and all money, dividends or other assets received in any such proceedings on account of the Subordinated Obligations, unless and until the Senior Debt shall be indefeasibly paid in full (and any commitment to make advances under the Loan Agreement has terminated), including without limitation interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not a claim for such post-commencement interest is allowed. Lender may, as attorney-in-fact for the Subordinator, take such action on behalf of the Subordinator and the Subordinator hereby appoints Lender as attorney-in-fact for the Subordinator to demand, sue for, collect, and receive any and all such money, dividends or other assets and give acquittance therefore and to file any claim, proof of claim or other instrument of similar character and to take such other proceedings in Lender's name or in the name of the Subordinator, as Lender, for itself and as agent for Affiliate Counterparty, may deem necessary or advisable for the enforcement of this Agreement. The Subordinator will execute and deliver to Lender, for itself and as agent for Affiliate Counterparty, such other and further powers of attorney or other instruments as Lender, for itself and as agent for Affiliate Counterparty, reasonably may request in order to accomplish the foregoing. 6. Lender, for itself and as agent for Affiliate Counterparty, may at any time and from time to time, without the consent of or notice to the Subordinator, without incurring responsibility to the Subordinator and without impairing or releasing any of the Senior Creditor's rights, or any of the obligations of the Subordinator hereunder: a. Change the amount, manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt (including increasing the principal amount thereof), or any part thereof, or amend, supplement or replace the Loan Agreement and/or any other Loan Document in any manner or enter into or amend, supplement or replace in any manner any other agreement relating to the Senior Debt; b. Sell, exchange, release or otherwise deal with all or any part of the Senior Collateral securing the Senior Debt or any part thereof; C. Release anyone liable in any manner for the payment or collection of the Senior Debt; d. Exercise or refrain from exercising any rights against Borrower or others (including the Subordinator); and e. Apply sums paid by any party to the Senior Debt in any order or manner 5 as determined by Lender. 7. The Subordinator will advise each future holder of all or any part of the Subordinated Obligations that the Subordinated Obligations are subordinated to the Senior Debt in the manner and to the extent provided herein. The Subordinator represents that no part of the Subordinated Obligations or any instrument evidencing the same has been transferred or assigned and the Subordinator will not transfer or assign, except to Lender, for itself and as agent for Affiliate Counterparty, any part of the Subordinated Obligations while any Senior Debt remains outstanding, unless such transfer or assignment is made expressly subject to this Agreement. Upon Lender's request, the Subordinator will in the case of any Subordinated Obligations which are not evidenced by any instrument cause the same to be evidenced by an appropriate instrument or instruments, and place thereon and on any and all instruments evidencing the Subordinated Obligations a legend in such form as Lender may determine to the effect that the Subordinated Obligations are subordinated and subject to the prior payment in full of all Senior Debt pursuant to this Agreement, as well as deliver all such instruments to Lender. 8. The Subordinator hereby agrees, but only as a separate and independent covenant of the Subordinator and not as a condition to the continued effectiveness of the covenants or agreements of the Borrower and the Lender, to give prompt written notice to the Lender of any default of the Borrower under the Subordinated Obligations and the Subordinator hereby grants to the Lender the right, but without the obligation, to cure any default of the Borrower within thirty (30) days after the receipt of written notice by the Lender of the Borrower's failure to do so. 9. The Subordinator hereby consents to and acknowledges the Senior Debt, the Loan Agreement, the Senior Mortgage, and the other Loan Documents, and each and all of the terms and conditions thereof, notwithstanding any terms to the contrary in any document(s) evidencing and/or entered into in connection with the Subordinated Obligations. 10. This Agreement contains the entire agreement between the parties regarding the subject matter hereof and may be amended, supplemented or modified only by written instrument executed by Lender, for itself and as agent for Affiliate Counterparty, and the Subordinator. This Agreement, and the rights of the Senior Creditors hereunder shall terminate upon indefeasible payment in full of all Senior Debt and satisfaction of all obligations under the Senior Debt and the termination of Lender's commitment to make advances under the Loan. 11. The Subordinator represents and warrants that neither the execution or delivery of this Agreement nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which the Subordinator or any of the Subordinator's assets is now subject. 12. Any notice of acceptance of this Agreement is hereby waived. 13. This Agreement may be assigned by Lender, for itself and as agent for Affiliate Counterparty, in whole or in part in connection with any assignment or transfer of any portion of the Senior Debt. 6 14. This Agreement shall be binding upon the Subordinator, and the Subordinator's successors, representatives and assigns. 15. Borrower agrees that it will not make any payment on any of the Subordinated Obligations, or take any other action in contravention of the provisions of this Agreement. 16. In the event that Lender or Borrower at any time terminate the financing arrangements with respect to the Senior Debt, then the provisions hereof shall inure to the benefit of any financial institution obtained by Borrower to provide replacement financing for Borrower and, in connection with such replacement financing, the Subordinator shall, if requested by such replacement lender, execute with such replacement lender a subordination agreement substantially similar to this Agreement. 17. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which the Senior Creditor or the Subordinator is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two (2) days after mailing in the United States), addressed to the respective parties as follows: Senior Creditor: TD Bank, N.A. 21845 Powerline Road, Second Floor Boca Raton, FL 33433 Attention: Mario Facella, Senior Lender Email: mario.facella td.cam with a copy to: Stearns Weaver Miller, et al 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Barbara J. Ferrer, Esq. Email bferrer stearnsweaver.com Subordinator: Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 Attention: Thuy T. Shutt Email: ShuttT@bbfl.us with a copy to: Lewis, Longman, &Walker, P.A. 360 S Rosemary Ave Suite 1100 West Palm Beach, FL 33401 Attention: Tara W. Duhy Telephone: (561) 640-0820 Email tduhV@Ilw-law.com 7 Borrower: Wells Landing Apartments LLC 7735 NW 146th Street, Suite 306 Miami Lakes, FL 33016 Attention: Lewis Swezy Email: Iswezy(a)centennialmgt.com with copy to: Nelson Mullins Riley & Scarborough LLLP 390 North Orange Avenue, Suite 1400 Orlando, Florida 32801 Attention: Randal M. Alligood, Esq. Email: Randy.alligood(a)nelsonmullins.com 18. THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA. THE PROVISIONS OF THIS SUBORDINATION AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. 19. The Subordinator hereby irrevocably consents to the non-exclusive jurisdiction of any Florida state or federal court sitting in Palm Beach County, Florida in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. The Subordinator waives any objection which the Subordinator may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Subordinator irrevocably agrees to service of process by certified mail, return receipt requested to the address set forth on the signature page hereto. 20. THE SUBORDINATOR (AND LENDER, FOR ITSELF AND AS AGENT FOR AFFILIATE COUNTERPARTY, BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, UNDER THE LOAN DOCUMENTS OR ANY HEDGING CONTRACTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, UNDER THE LOAN DOCUMENTS OR ANY HEDGING CONTRACTS. 21. The PDA, the Development Agreement, the Second Development Agreement, the TIF Agreement and the Reverter each is and shall continue to be completely subject and subordinate to the Senior Debt in all respects. In the event that Lender, for itself and as agent for Affiliate Counterparty, their successors, transferees, designees and/or assigns forecloses the lien of the Senior Mortgage or obtains a deed in lieu of foreclosure thereof, if Lender elects not to assume the obligations of Borrower under the PDA, the Development Agreement, the Second Development Agreement or the TIF Agreement, then at Lender's option, immediately and without further action (including, without limitation, without the execution or delivery of any further instrument, document, or agreement), the PDA (unless the Lender chooses otherwise as to all or any part thereof in 8 its sole discretion), the Development Agreement, the Second Development Agreement, the TIF Agreement and the Reverter shall be of no further effect, the Mortgaged Property shall cease to be subject to any and all of the terms thereof, and the Subordinator shall have no further rights thereunder. [INTENTIONALLY LEFT BLANK] 9 [SIGNATURE PAGE TO SUBORDINATION AGREEMENT AND CONSENT] IN WITNESS WHEREOF, Borrower, Senior Creditor and Subordinator have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, Senior Creditor and Subordinator intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. SENIOR LENDER: WITNESSES: TD BANK, N.A. Print: By: Mario Facella, Senior Lender Print: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2022, by MARIO FACELLA, as Senior Lender, of TD BANK, N.A., on behalf of such company. Said person is personally known to me or has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name (typed, printed or stamped): Title or Rank: Serial number (if any): 10 [SIGNATURE PAGE 2 FOR SUBORDINATION AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SUBORDINATOR: WITNESSES: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Print: By: Name: Print: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2022, by , as of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, on behalf of the agency. Said person is personally known to me or has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name (typed, printed or stamped): Title or Rank: Serial number (if any): 11 [SIGNATURE PAGE 3 FOR SUBORDINATION AGREEMENT] BORROWER: WELLS LANDING APARTMENTS LLC, a Florida WITNESSES: limited liability company By: Wells Landing Manager LLC, a Florida Print: limited liability company, its manager By: Lewis V. Swezy, Manager Print: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2022, by LEWIS V. SWEZY, as Manager of WELLS LANDING MANAGER LLC, a Florida limited liability company, as the manager of WELLS LANDING APARTMENTS LLC, a Florida limited liability company, on behalf of the limited liability companies. Said person is personally known to me or has produced a valid driver's license as identification. [Notary Seal] Signature of person taking acknowledgment Name (typed, printed or stamped): Title or Rank: Serial number (if any): 12 EXHIBIT "A" LEGAL DESCRIPTION 13 #10205765 v5