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Minutes 11-30-21 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 9th 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 7th 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, 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 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 E2L 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 11K 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 $1 B 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 1st 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 $50B 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 $1.8B 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 Brig htline 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 4th. They did not want to overtake the alley by the grocery store and garage to have a continuous activated façade. They kept true to the pedestrian zone all the way around the site. Even though they did not activate the facade of the garage, they provided a colonnade along the entire frontage on 4th. 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. E2L 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 $11M 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 1st Avenue and 4th. 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; E2L 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. Catherine Cherry Minutes Specialist 27