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Agenda 06-07-22 d BEACK�,,,,,,CRA OWN= COMMU N FTY REDEVELOPMENT AGENCY Community Redevelopment Agency Board Meeting Tuesday, June 7, 2022 -5:00 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 Special Meeting REVISED 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. Public Comments A. The public comment section of the meeting is for public comment on items that are not on the agenda. For items on the agenda, the public will be given an opportunity to comment at the time each item is considered. Each speaker will be given a total of three (3) minutes to comment; however the Board retains the right to reduce the number of minutes prior to the start of public comment. Persons making public comment may not assign or donate their public comment time to another individual to allow that other individual additional time to comment; however, any persons requiring assistance will be accommodated as required by the Americans with Disabilities Act. Prior to addressing the Board, please go to the podium or unmute your device when prompted, and state your name and address for the record. 9. Old Business A. Discussion and Approval of the Purchase and Development Agreement, the Tax Increment Revenue Funding Agreement (TIRFA), and the Parking Lease Agreement between the CRA and Affiliated Development, LLC for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project 10. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE,WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: June 7, 2022 OLD BUSINESS AGENDAITEM: 9.A. SUBJECT: Discussion and Approval of the Purchase and Development Agreement, the Tax Increment Revenue Funding Agreement (TIRFA), and the Parking Lease Agreement between the CRA and Affiliated Development, LLC for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project SUMMARY: At the March 9, 2022 CRA Board meeting, the CRA staff was directed to renegotiate all of the terms and conditions of the Purchase and Development Agreement (PDA), the Tax Increment Revenue Funding Agreement (TI RFA), and the Parking Lease Agreement (see 4:38:25 from the video of the meeting, https://www.youtube.com/watch?v=78wkOhG3gGg). On March 10, 2022, staff informed Affiliated to address the CRA Board concerns and submit them to staff and legal counsel for review. Affiliated indicated that they would like to meet with the new board members before submitting the revised terms. This item was tabled at the April 12, 2022 CRA Board meeting, to allow new CRA Board members Angela Cruz, Tom Turkin, and Aimee Kelley time to review the supportive documents to make an informed decision. The agenda item was updated for the May 10, 2022 CRA meeting (see Attachments I-III and I X-X I I I). On May 7, 2022 and May 9, 2022, Affiliated submitted the revised PDA and TI RFA. At the May 10, 2022 CRA Board meeting, CRA staff indicated that these agreements had not been reviewed by staff or legal counsel. An overview of the new terms were given and after some discussion, the Board directed legal counsel to update the terms and language of the previous PDA and TI RFA (see Attachments Wand V) so that it may be brought back at the June 7, 2022 CRA Special Meeting for Board approval. The revised PDA and TI RFA are provided as Attachments IVa and Va. The revised The Pierce TIF Unit Mix, Income Categories, and Pricing Final for 6-7-22 CRA Meeting is included as Attachment I I la to justify the gap financing for the affordable units. A comparison of Affiliated's proposed project elements from the original RFP/RFQ submission, the March 9, 2022 Board meeting, and the current proposal has been provided to the Board to show the progressive changes (see Attachment VI). A revised term sheet detailing the items that have been presented to the Board at the May 10, 2022 CRA Board meeting, is included as Attachment VIII. These include items such as but not limited to the project's milestones and monitoring mechanisms, reverter clause, assignments, subordination, termination, and default provisions as well as the deviation from the RFP/RFQ requirement that the 150 public parking spaces are to be provided above and beyond the spaces required for the development. The following items will require Board or Commission acknowledgement or approval prior to execution of the PDA and TI RFA: 1. 150 parking spaces available to the general public above those required for the commercial and residential uses within The Pierce Mixed Use Development (Paragraph 1 of the PDA): As a result of extensive discussion and a public input survey regarding additional parking that is needed to activate Downtown Boynton Beach and to accommodate the Transit Oriented Development goals and objectives of the CRA Plan as well as the LDRs and Comprehensive Plan, Paragraph 9.c of the RFP/RFQ requires, "..At minimum, the proposals shall include the following requirements...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..." The additional spaces have always been anticipated to support mass transit or alternative modes of transportation as well as overflow from other adjacent businesses or the marina during holiday or special events. The CRA, City, and Affiliated previously agreed that City and CRA should not pay$10 million for the total cost of the garage where only one third of the total spaces are the RFP required 150 spaces. As an alternative, the CRA/City will lease the 150 additional spaces for the $5.5 million that Affiliated would have paid the C RA for the C RA land, plus operations and maintenance costs of $50/space/month cap annually ($90,000 annually for a lease term of 25 years with three automatic 25-year renewals). The decision to allow Affiliated to use the additional 150 parking spaces to meet their required parking requirements is not a good business term for the CRA, as it will mean that the CRA will be responsible to manage the tenants' parking needs during high peak periods where there are CRA or City events. The parking needs of the businesses include not only the patrons, but the employees and any overflow beyond the spaces designated for each business. The CRA is not in the business of parking management, especially when we do not have a contract with these businesses. To address this, the Board may request that the CRA not be responsible for the operations and maintenance costs for the spaces which Affiliated will use to meet the code requirements. Additionally, a waiver of the inconsistencies from the RFP/RFQ will be required as part of the Board's approval of the agreements. 2. Project Milestones and Completion Dates (Paragraphs 6 and 21.1 thru 21.7 in the PDA and 3.2.7 in the TIRFA) Pursuant to the revised PDA and TIRFA (see Attachments IVa and Va), Affiliated will have a minimum of 9.5 years to a maximum of 13 years (with extensions)to complete the project and still remain compliant with these Agreements. At the May 10, 2022 meeting, staff expressed a concern that unless specific milestones are incorporated, there are no specific requirements for the developer to obtain land use approvals, which is the trigger for commencement of development. A four to five year overall project completion timeline from the Effective Date to the issuance of a Certificate of Occupancy was discussed which is a reasonable timeframe consistent with Affiliated's RFP/RFQ submission. Affiliated is not willing to commit to milestones in the CRA's typical development agreements citing they are not in control of the land use approval processes and wanted flexibility to obtain financing and financial closing, as a lender for the project has not been identified. In the best case scenario, Affiliated will be able to get financing and will complete construction within the anticipated five years. However, in the worse case scenario, the site will be tied up for at least 9.5 years. The Board has full discretion to require a reasonable timeframe from Affiliated or acknowledge that this is an acceptable condition.Additionally, a waiver of the inconsistencies from the RFP/RFQ will be required as part of the Board's approval. 3. Closing Deadline Extension (Paragraphs 6 and 8.2 of the PDA) The CRA will need additional time to deliver clear title to Affiliated for the properties within the 115 N. Federal Highway Assemblage. The CRA has an outstanding five-year $2.55 million mortgage with Valley National Bank for the 511-529 E. Ocean Avenue properties (aka the Oyer Properties). As previously mentioned, Affiliated's original proposal was to pay the CRA $5.5 million for the CRA-owned land. This would be used to pay the mortgage at time of closing. However, that amount has been reduced to $100 for the lease payment of the 150 public parking spaces within the garage. CRA staff anticipates the mortgage could be paid off in two years, which is consistent with Affliated's timeline of three years to close. The Board has full discretion to budget funding to pay off the entire mortgage during the FY 2022-2023 Budget planning process starting in July 2022. However, this may leave less available funds for other priorities, projects, and/or programs. 4. City Commission approval will be required for the disposition of the land below market value and the Parking Lease Agreement. The Parking Garage and Parking Lease Agreement: As previously mentioned, Affiliated's RFP/RFQ submission 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 (see Attachment VI la). 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 lease terms will survive the CRA's existence. At the May 10, 2022 CRA Board meeting, the Lease Agreement was not finalized. A draft of the Parking Lease Agreement was forwarded to the City Management and City Attorney on May 20, 2022, for review. City staff has expressed a concern that the 545 total parking spaces as proposed by Affiliated (which includes the 150 additional CRA spaces) will not meet code, even with waivers and a shared parking study. However, this will be addressed if Affiliated is able to use the CRA's 150 spaces to meet the code requirements. On June 6, 2022, CRA staff received a revised draft Lease Agreement which addressed the City's and CRA's comments. The only remaining comment is the operations and maintenance cost for the spaces to be utilized to meet code as described in Item #1 above. (see Attachment VI I b). FISCAL IMPACT: To be determined by the CRA Board CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Purchase and Development Agreement, TIRFA, and Parking Lease Agreement as presented, waiving any inconsistencies with the published RFP/RFQ, and authorize Board Chair to executed the agreements subject to final legal review. 2. Modify the Purchase and Development Agreement, TIRFA, and Parking Lease Agreement as presented, waiving any inconsistencies with the published RFP/RFQ, and authorize Board Chair to executed the agreements subject to final legal review. 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 - May 10, 2022 CRA Board Agenda Cover D Attachment IIla -The Pierce TIF Unit Mix, Income Categories, and Pricing Final for 6-7-22 CRA Meeting D Attachment IV - Previous Pierce Draft Purchase and Development Agreement (post 3-9-22 CRA Meeting) D Attachment IVa -The Pierce Draft Purchase and Development Agreement Revised 6-6-22 D Attachment V - Previous Pierce Draft TIRFA(post 3-9-22 CRA Meeting) D Attachment Va -The Pierce Draft TIRFA Revised 6-6-22 D Attachment VI -The Pierce Project Elements Comparison Chart Revised for 6- 7-22 CRA Meeting D Attachment VII - Previous Pierce Draft Parking Lease Agreement dated 4-6-22 D Attachment Vila - Parking Lease Payment Spreadsheet D Attachment Vllb -The Pierce Draft Parking Lease Agreement dated 6-6-22 D Attachment Vill -The Pierce PDA and TIRFA Summary of Terms Sheet Revised for 6-7-22 CRA Meeting D Attachment IX -Summary of TIR and TIRFA D Attachment X - Barry Abramson's Financial Analysis D Attachment XI -Affiliated Development Presentation D Attachment XII -Affiliated Development Proposal - Part 1 D Attachment XIII -Affiliated Development Proposal - Part 2 { �na i - 6, 1 B TO f S oym I N 1 , E AC H k C R_A Nava �lr,, COMMUN17Y REDEVELOPMENT AGENCY BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPER QUALIFICATIONS 115 N. Federal Highway Infill Mixed-Use Redevelopment Project 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 www.boyntonbeachcra.com (Select RFPs/RFQs/ITBs from the Business & Development top drop down menu). 1. Property Disposal and Project 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 https://www.boyntonbeachcra.com/home/showpublisheddocument/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://maps.co.palm- beach.fl.us/cwgis/?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 (1-95)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, https://www.boyntonbeachcra.com/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.pbcov.or /pzb/administration to download relevant information. 5. Incentives for the Project Under Chapter 163, Florida Statutes, the BBCRA is empowered to encourage and incentivize redevelopment within the BBCRA Redevelopment Area consistent with the BBCRA Plan. The BBCRA is committed to meeting the goals and objectives of the BBCRA Plan and will support the Project with policies and 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@bbfl.us. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP/RFQ will be sent to registered proposers using the registration information provided. 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 41h 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 review the 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, 41h 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 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 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 Project 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.boyntonbeachcra.com/business- development/rfps-rfgs-itbs. • 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 capacity will 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 www.boyntonbeachcra.com. 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, 41h 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 "1," 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 v s t r r _ v 6E �QUa� � �� ccmL� �.. �Z N ao C _ N 0. m0 S' Q � uQ1.. E 0) #1_ t• LL uJ m p m ni m m i 3 uJ O7 v) 0�m .-��• pN� N N N N N N � � N s _ N N �p N N N v N 41 (gyp N i' Imp 4r G v � C d v -� G m Oil , d k ,ro a sK, �• ¢ a z t I: l� 1' - t 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 1"Avenue 0843452803001 01 00 NE 41h Street 0843452803001 0080 115 N. Federal Highway 08434528030060010 ❑ #1 510 E. Boynton Beach Boulevard (Ace) 08434528030010030 ❑ #2 217 N. Federal Highway (S&F Properties) 0843452803001 001 0 ❑ #3 209 N. Federal Highway (Camalier) 0843452803001 01 21 ❑ #4 101 N. Federal Highway (Rajas Family Investments, Inc.) 084345280300601 30 ❑ #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;ortransact 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'T 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 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, Name of Proposer Print Name and Title Authorized Signature Date Page 30 of 30 B(Z)Y`NTON CRA' 3BEACH 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 Balestried, 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 J tf, C-) IN-r,("D CRA , itrt,, BEAC COP MUNITY 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 https://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. END OF ADDENDUM NO. 2 3 01531443-1 Addendum No.02 4 - - _ 0 dO'w< a00�.�, a _ __"'g _ _ _ _ - - _ 7m vgo - - - - - ¢pyo Z a Q Z LL 0 m Dol �p ZZZ oo 0 pyO o a - - - - O¢F z W a _ _ z -t-- ,oµ--- ----- - li moo,„a- �mE oo .�T J—oJ ----- - po-EAST BOVNT ON BEACH BOULEVARD-ISwTATE ROAD 804) L I me x mcwo --r g 6 ^ 80 m Q s e BUILD- 0 0 I m a N a j �a i - F- t g m i n p m � x ,o sa I,o 0 m e a < ms`s NE 1st AVENUE Ll o t /i Pacrel '°" C m o xo o bo v O �lLy Lii� O aI � I§ m o - m I mm �� I �m o a I m p m Qo= o^ O o r hrc eea _ G ( W 3a re/ /i 'rel H� I I I I e d I gµ y d m U' r Si �&Wo •,g'' E" II " I a ¢_'a M� Weo o U Q— o I o :ooW — Q p a I 6d �P o N � W _ J3 a po e r gnu a.m p o T -Ln EASe8 T AVENUE _ _ z - rnj o c ___ O �m RF BLOCK 7 • t m TOWN OF 60YNRi0N li vOrcp�'rP'=cep i3tn �vjs �O �o r.rea zrse�es°.e.eziLL I I I, 'I I mm oe ie3a �IAtl BOY N RA 1f))lisrjrtt« s IC Cu ON aiC.PN€TY F;EDEV LC)PI EN" AGl NCC,t ADDENDUM NO. 3 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) 115 N. 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 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." 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. https://discover.pbcpov.orp/pzb/adinstration/pages/impact-fee.aspx 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#7: 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. The istr4keou 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 https://www.boyntonbeachcra.com/business-development/rfps-rfqs-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 AND PAYMENT. u r the Property shah ill... n Sbc Hundred ThousandIla ( ), payable in cash, by wire transfer oU nited States Dollars at the Closing. ' 1 ii SELLER's inftisisi Purchase and Sale Agreement Pap 2of1 3. DEPOSIT. 3.1 Eafflest on v o N Within five( )Business Days after the execution of the Agreement by both parties, PURCHASER shall delver to Lewis, Longman&Walker, P ( ne) a deposit in the amount of Fifty ThousandIla ($%000.00) ( h "Initial Deposre). Provicling thisn Is inaterms , PURCHASHER shall deliver to Escrow Agent an additional deposit In the amount of One Hundred Thousand o! ( , on or before October 15t 2M1. The Initial Deposk and additional p sit are hereafter referred to a i . 3.2 AagilcoggoiDIshursemoi,,gf,,L)e2glit, The Deposit shall be applied an disbursed s follows: Providing this Agreement is not terminatedeither party pursuantthe terms set forth herein, Fifty Thousandit be releasedSELLER withinthe expiration of the Feasibility (hereinafter fine ). The remainingp shall be deliveredE a Closing, and the PU RCHASERsha II receive a credit for the Deposit againstPurchase ri . If this Agreement Is terminated duringthe Feasibility for any reason, the Depositshell be Immediately fun e PURCHASER. If this Agreement Is terminateda default, pursuant to Section 12,the Deposit shall be delivered to( r retained by,as applicable) on- f , and the non-defaulting Pa shall have such additional rights, If any, as are providedIn Section 3.3 Escrow_Agent. PURCHASER andauthorke Escrow Agent to receive, deposit and hold funds in escraw and,subject to clearance,disburse them upon proper autharbAon and In accordance with Florida law and the of this Agreement The parties agree that Escrow AgentWill not be gableo for misdeliverV of escrowed PURCHASER andSELLER, unless misdelivery willful breach of this Agreement or gross negligence. If Escrow AgentInterpleads the subjectr Escrow Agent ill pay the filingand costs from the os n will recover reasonable attorney's fees and coststhe escroowed funs which are charged awarded as court costs in favor of the prevailingparty. All claims againstt will be a rbltrated, so long as Escrow Agents to arbitrate. 4. gFJ . E E The date of this Agreement( e Date ) shall be the date when t st one of the SELLER andPURCHASER has signed this Agreement. S. Q2$1M. The purchase and sale transaction contemplated herein shall dose o or before December 17, 2D21( a'Closing ), nle extended by written agreement,signed t , extending the Closing. However,In no event whomever shallt Closing r later than December 31, 2MI. 6. Tlyg]n E CQhIVEYED. At Closing, SELLER shalt convey tD PURCHASER, SELLM initials Purchase and Sale Agreement Pap 3 of 1 Spedal Warranty Deed1 it the requirements of the1 nt(hereinafter defined), valid, a e b and lrisurable title In fee simple the Property,free and dear of any and all lens, encumbrances, conditions, easements, rl ions and other conditions except only the following(collectively, 'Permitted Exceptionsm): ( ) general real taxesestate and special assessments for the year of Closingn u uen t due and payable; ( ) covenants, conditions, easements, dedications, rlights-cf-waV and matters record Inducled on the Title Commitmentor shown on the Survey ( n In Section , to hich PURCHASER falls3 or which PURCHASER agrees to accept, pursuantSection 7.1 and Section 7.2 hereof. 7. FEASIOWTV_ PERIOD. The PURCHASER and Its designeesshall have from tho Effective Date II November 1Z 2MI (aFeaslbilkV Parlocr), at PURCHASEWs expense, to make Inquiries which PURCHASER may deem necessarydetermine a suitable r Its Intended we and to enter upon Property, at anytime to time with reasonablenotice to SELLER and so long tresult In a business Interruption, to perform any and all physical tests, inspections, valuation appraisals and Investigations of the Property, Inducling but not limited to Phase i and Phase it Investigations. During this Feasibility Period, PURCHASER may elect, In C SE 's sole and absolute d1wation, to terminatethis Agreement and receive back theDeposit, provicied that PURCHASER es SELLER with written notice E ' s terminate the Agreement prior to time on the last day of the Feasibility Period. Soul PURCHASER fail to providei rior to 5:00pm Eastern time n the fine I day.of the Feasibility Period, PURCHASER will have waiveditterminate the Agreement pursuant to this , the II become non-refundable to PURCHASER(except In the event of a material default by SELLER),and the parties shall proceed to Closing on the terms and conditionscontained in. If PURCHASERlterminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the , subject to such disturbanceas was reasonably e sa or convenlent forte testing and Investigation of the Property,(i1)to the extent practicable, shall repair and restom anya E ' testing and i n; a (11ase to SELLER, at no cost all reportsn h r work product generated as a result of the PURCHASERsIn Investigation. PURCHASER hereby es to Indemnify and hold SELLERharmless from and against all dalms, losses, expenses,s, man s and liabilities, Induclift but not limited to, amrney'sfees,for nonpayment for services rendered to P (Iniluding, without Imitation, any construction liens resultingtherefrom) or for damage to persons or property (subject the limitation on practicability ) arising out of PURCHASEWs. Investigation o the Property. However, PURCHASEWs Indemnification obligations shall ncot exceed Its statutorylimits of sovereignImmunity ithi n 768.28, Florida Statutes, and PURCHASER does not waive its sovereign Immunity h . ' obWlons under a ion shall survive the termination,expiration orClosing of this Agreement. 7.1 MII&YJIME, Within twenty( ) days of the Effective , PURCHASER shall obtain, at the PURCHASEWsnse, from & Title Company chosen by PURCHASER e. PUC s Initials: ��'`j1 SELLER's Initials: Purchase nd Sale Agreement Page 4 of7 (hereinafter l Ca pan ), a Title Commitment sl t insure in the amount of the Purchase Price subjectonly to the Permitted Exceptions,together with completelegible all Instruments a s conditions r exceptions In Schedulethe Titlen ll assessments, outstanding utility charges, liens and other matters not constitutingI Ins and that can b cured with the payment of moneyshall be paidr to or at closing from SELLEWs proceeds. PURCHASER shall examine the 'ritle Commitment and deliver written notice SELLER no later than thirty( )days after the Effective Daft notifying E any objections PURCHASERhas to the condition of tit (hereinafter'Title Objections"). If PURCHASER falls to deliver the Title ObjectionsSEMER withint rt ,title shall be deemed accepted subject conditions set forth In the TitleCommitment. If PURCHASER timely delivers the Title Objections,then s either cure and remove the Mtle Objection(s) or provide notice to PURCHASER that SELLER will not cure such title J (hereinafter "Cure Period"). in the event that SELLER Is unable or unwilling to cure remove,and or cause to be cured and removed, the TitleObjections i the Cure Period, then PURCHASER, i 's sale and absolutediscretion, shall have the option o (1) accepting the title as it then Is and proceedingsin it reduction in the Purchase Price and all such Title Objections that SELLER dechnescure shall become Permitted Exceptions, or(ii) canceling andr fn i h In which ,the Deposit shall be returned to PURCHASER n the is shag her obligations or liability hereunder, except for those x i n of this Agreement. Should elect to accept the title s it then Is and proceed to Closing, i ll still be required all assessments, outstandingcharges, liens,and mortgages due and payables of the Closing. In no event shall SELLER be requiredto commence litigation to cure any title or surveydefect,encroachment,or encumbrance. Prior to the CAosing, PURCHASER shall have the right to cause the Title Company to Issue an updated Title Commitment (ONe Ucovering the Property. If any Title Update ins any conditions that arose after the effective date of the title commitment and causedwere or allowed to occur by SELLER andwhich i r In theI nt, and such Items render title unmarketable, 5 shall have the right to object such new or different conditions in writingr to Closing. fl rlghts and objections of the Parties with respect objections risi hshall be the same as objections items appearing in the Titlef j s of this Section. 7. . 5urvey &_v1-. PURCHASER, at PURCHASER's expense, shall obtain current boundary u y (the ) of the Property, Indicating a number of acres comprising the Property to the nearest I/WMh of an acre. if the Survey disdoses encroachments n the Property or that Improvements located thereon encroach on setback lines, easements, Ins of others or violate ny restrictions, covenantsof this or applicable n l regulations, the same shall constitute a title fe and shall be governed the provisions of Section 7.1 con f Objections. ver, In no event shall S i commence litigation n title or survey or ` PURCHASM I iti SELLER's I itI I . r Purchase n Sale Agreement Page 5 of 17 encroach me nt,or encu mbrance. 7.3 SEUER Deliveries. SELLER shall deliver to PURCHASERfollowing n and Instruments withint (3) business days of the Effectiveof this Agreement, except as specifically In I . 7.3.1 Copies of lanes for all commercial and residential tenants ing the Property. 7. .2 Copies of any reports or studies (including en to rl environmental, soil borings, and other physical Inspection , in SELLEWs possession or control with respecte physical condition or operation of the ,If any. 7.3.3 Copies of all licenses, variances, iv , permb (including not limited to all surface water management permits, wetiands r lconsumptive use permits andvl n I resource permits), authorizations, and approvalsrequired law or by any governmental or private authorityhaving jurisdiction r the Property,or any portion ( I Approvals"),which are material to the use or operation of the Prope rtV andin SELLEWs possession, any. 73A At Closing, shall execute and deliver to PURCHASER any and all documentsend Instruments requiredPURCHASER,in PURCHASER's sole andabsolute discretion, hich: (Q effectuate the transfer to PURCHASER of thoseov rn I or portions thereofis are applicable the Property, that PURCHASERdesires to have assigned o it, and/or ( ) cause the Property to be withdrawn from anyGovernmental Approvals. SELLER will not be requiredincur expenses to providesuch documentsan Instruments. o later than twenty ( prior to thei , SELLER shall remedy, restore, and rectify any and all violations r I Approvals (including, but not limited , any and all portions of the surface r management system, mitigation areas or other Items which do not comply with the Govemmental Approvals or applicable rules), if any. SELLER ns that there will not be, at thetime 11 any unrecorded Instruments affectingWe to the Property, Including but not limited any conveyances, easements, licenses r leases, CONDITIONS - i . PURCHASER shall nobligated to close on the purchasethe Property unlesseach of the following n ins(collectively,the "Conditions to 11 ) am either fulfilled or waived by PURCHASERIn writing: . . RegrespoWligarls and WarMM& All of the representations and warranties of SELLER containedin this Agreementshall be tnie and correct as of Closing. .2. physical condition of the Property shall b ' Initials: ,, SELLER's Initials: ' Purchase and Sale Agreement Page 6 of 1 materially the some n the date of Closing s on the Effective Date, reasonable wear and tear excepted. 8.3. PendInZ_ProMed1nFj, At Closing, there ll be no litliption, claim, action, or administrative agency or other governmental proceeding, of any kind whatsoever, Nether pending, actual, or threatened, that would affect the Property, which has not been disclosed,prior to Closing, n C . s and Regulations. The Property shall be In compliance with all applicable federal, state andi laws, ordinances, rules, regulations, requirements,licenses,permits ando ions as af thedate of Closing. Property II y t t t time of Closing J on ®x leases referred to In Section 7.11 above. After the Effective t t,Sailer shall be permitted to renew existingleases affecting the Property provided that II such renewal leases provide the landlord a nine ) right of termination, do not exceed a term of one Veer from the date of renewai, and that any ternu whatsoever that differ from the current lease r thant lease expiration subject I or rejection by PURCHASER. 9. QDSINGePURCHASER ll prepare, or cause to be prepared, the Closing t forth In this Section, except for documents prepared by the PURCHASER'PURCHASER's Titlein shall execute anddeliver, or cause to be executed ei the following documentsInst (collectively, "Closing o n , . Japed. A Special Warranty Deed ( h ") conveying valid,good, marketable and insurablesimple title n r of all liens, encumbrances and other conditions of title otherthan the Permitteds. .2 121ler"s AffMlXks.121r" SELLER shall fumish to PURCHASER and Title Company a customary o n is affidavit attestingt @ bestof b knowledge,no Individual r entity has any claim i under the applicable llen t ; and that there are no partiesIn possession of the Property other then SELLER. SELLER shall also furnish non-foreignv . In the evet SELLER Is unable t 'de live r its affilaffild evits refers need above,the same shall be deeined an u neured title . Closingclosing n h the Purchase price, the II credits, adjustments and prorations. between PURCHASER andII costs and expenses to be paidat Closing, n net proceeds due SELLER,which PURCHASER shall so execute and deliver at Closing. OmAto Docuarn Documentationrequired r title to the ar t sPURCHASEWs Inithils. -i -` SELLEWs initials. i Purchase and Sale Agreement Page 7 of 17 Property f all liens,encumbrances and ,if any,otherthan otherPermitted 1 ns. .5. Add An1LQgg1M1= Suchr documents as PURCHASER or the Title Company may reasonably t that SELLER execute and dermer,and any other documents requiredis Agreement or reasonably necessafy In order to close this transaction effectuatetheterms of this . CLOSINGM EBQMONS,CLOSING GM AND rents,10.L Prorations. Assessments, Interest, Insurance and other expenses of the Property shall be prorated through theloi shall have the option of taking r existing policiesinsurance, assumable,In whichpremiums shall be prorated. Cash at Closing s ll be Increased or decreased as may be requiredr Ins throughto be made h r to Closing. Advance rentand security deposits,If any,will be credited . Taxes shall be proratedupon the current yeaes tax with due allowance r maximum allowable . ll comp with SectionIV Florida Statutes,with respect to the payment of prorated ad valorem taxes for the year of closing Into I II is Office. in the event that, following the Closing, l amount of assessedI pmperty tax an the Property for the current yearls higherthani used for purposes of the Closing, s shall re-prorate anyi r credited basedon suchestimate aslfpaid In r. This shall sufvIve the Closing. . . SRAGWI ROL Uens. Certified, confirmed and ratified special assessment liens imposed by publicl sin . Pending liens s of Closingshall be assumedPURCHASER. If the Improvement has been substantially completed as of the Effective Date, any pendinglien shall be consideredcertified, confirmed or ratified and SELLER shall, at ClosInL be charged an amountl to the last estimate r assessment for the Improvement by the public Closina Cost& PURCHASER shall be responsibler recordingII general closing expenses (settlement ur r fees, ovemight package, etc.), all title insurance expenses, documentary sumps an the deed, and any expenses associated PURCHASEWs financing. ill pay their respective attorney's fees. Otherthan SELLER yin r , PURCHASER and SELLER agme that the transaction contemplated this Agreement shall be"net"to the SELLER withyin II costs associated with the tra nsactio n other than SELLEWs a y's ure. PURCHASER shall fund the Purchase the credits, offsets andherein. C (as applicable)shall execute and deliver to ClosingClosing sin sh II, at otimms PURCHASER'S Initials SELLER's Initials; , Purchase IAgreement Closing:Page 8 of 17 (1) disburse the sale proceeds to SELLER; (II) deliver the Closing Documentsn a 'marked-up"ntle Commitment to PURCHASER, andr, record the Deed and other recordable Closingin the appropriatepublic records. lflg, MoM&2A ApdAt Closing, shall obtain, or cause to be obtained, s fa r release of record of all mortgages, liens applicable c ri COVENANTSIL REPRESENTAMNS, induce PURCHASERr Into this Agreement, SELLER makes the following ,all of which,to the best of Its knowledge,in all material respects and except as otherwise provided in thW Agreement(1) are now true, and(IQ shall be true as of the date of the Closingunless receives Information to the contrary, and (III) shall survive the Closing. In that PURCHASER Ii be provided immediate notice to the following representations: 11 At all t s e Date until priorto Closing, shall keep the Property(whether before or after the date of Closing) clear of any mechanies or material n's llensfor work or materials fumished to or contracted for,by or on behalf of SELLER prior to the Closing,and SELLER shalll a fen and hold PURCHASER harmless from against allx nd Kablilty in connectiont (including,without limitation,co u rt costs reasonableand rn s ). 11.2 SELLER has no actual knowledge nor has SEU.ER received any notice litigation, i ,action or proceeding actual orh in r the Property by any organization,person,Individualorgovemmental agency which (as to anythreatened litigation,claim,action or proceeding,Ina materiallyv fashion)the use,o lue of the Property or any part thereaforwhicho otherwise relate 11.3 SELLERhas full power and authorityr Into this Agreement and assume and performobligations hereunder in this Agreement. SELLER does rot and will not conflict it In the breach of any conditionor provision,or constitute a defaultunder,or result In the creation orImposition o lien,charge,or encumbrance upon th r rt or assets of the SELLER by reason ofthe terms of any contract,mortgage,lien, s , agreement, Indenture, Ins r judgment to which the SELLER Is a party of which is or purports binding the SELLER or which effects the E ®no action by any federal,stow or municipal r other govemmental agency department, commission, board, bureau or Instrumentality necessaryto make thIsAgreementa valid Instrument bindinguponthe SELLER In accordance with its terms. 11.4 SELLER representsill not,between the AgreementandtheClosing,withoutr r t, lch consent shall not be unreasonably i I r delayed, except In the in st , create any m rna PCU sInitials."", SELLEWSI Purchase and Salet Page 9 of 1 encumbrancesnthe . For purposes of this provisionn "she II mean any liens, claims,options, or other encumbrances,encroachments, rights-of-way, leases, conditionseasements, covenants, or restrictions. Except for renewing existingleases In accordancewith Sectiona.5 hereof,SELLER represents thatSELLERill not,betweenthe Effective Datoof this Agreement and the Closing,take any action to terminate r material ,amend or alto r any existingin existance,withoutthe pdarconsentof PURCHASER,whichConsent shall not be unreasonablywilth held ordelayed. 1L5 SELLER represents that them rh In possession of the Property r any portion of the Property as a lessee othert clSection . . IL6 SEI IF shall use Its best efforts to maintaint Property In Its present condition so as to ensure that'll: shall remain substantially In the same condition from the conclusion the sl rt the Closing . IMENTIONALLY DELETED. representsJLLB SELLER that It has no actual knowledge nor has it received notice that the Property has been,is prose nfly or Is contemplatedui!ized as a reservoir of Hazardbus Material. As used herein,the term"HazardousI" shall mean any substance, water or material which has been determinedany state, federal or local government authority to be capable of posingrisk Injury to health,safety , Inducling but not limited to,all of thoseIs,wastes and substances hazardous ortoxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor,the U.S.Department of Transportation, an r any other state or local governmental agency now or hereaftr authorized to reguhaft materials and substances In the environment (collectively " r I ut ( s)"). 11.9 SELLERthe Property is not subjectany dead restrictions or declaration of restrictionsrunning it the Property whichwould use of the Property exceptthoset Permitted ns as deflneclabwe. IL10 Between the Effective Date of this Agreement and the data of Closing, SELLER ill not file any application for a change of thezoning i# t' of the Property. M11 AMU The execution and deliveryh nt by SELLER and the consummation by SELLER of the transactioncontemplated this Agreementhi SELLEWS capackyn all requisite action has been taken to makethis Agreement valid and binding on SELLER in accordanceh Its terms.The person executing this Agreement an of SELLER has n duly authorizedn behalf of and to binds ,and this Agreement representsa valid binding ! of SELLER. ops ' initials,,—,Q, i i I :§ E �. Purchase and Sale Page 10 of 17 11.12 Mle. SELLER Is and will be on the Closingowner of valid, , marketable and Insurable simple title to the Property, free and clear of all liens, encumbrances and restrictions of anykind, except the Permitted Exceptions whichencumbrances of record ill be dischargedt Closing). IL13 Additional arrantkL;nd _ReRresentations-of SE131R, As a materfal Inducement Eentering Into this Agreement, SELLER, to the best of SELLEWS Informationand belief,hereby representsandwarrants the following: =13.1 Them are o pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including limited , PURCHASER, municipalities, counties, districts, utilities, r federal or state agendas, concerninguse or operation , or title to the Property or any portion thereof not grantedor Is not obligatedInterest in the Propertyto any of the foregoing . 11.23.2 am no facts believedI to the use, 'condition and operationh Property in the mannerthathas been usecloroperated, i i has not disclosedU I Including limited unrecorded instruments or defectsIn the f the Property whichill Impairthe use or operation of the Property f any manner. .3 The Property andthe use and operationthcompliance with ll applicable countyl laws,ordinances,regulations,licenses,permits n authorizations, in ui limitation, applicable zoningI n I laws and regulations. 12. . L PUBQd&SWs Default. In the event that tWs transaction fails to close due to a wrongful refusal to close r default on the PURCHASER,subject to the provisionsf Paragraph 12,3 below, the Depositl then being heldshall be paid bV Escrow Agent to SELLER liquidated s and,t r, i PURCHASER nor SELLER shall have any further obligation or liabilities n r this Agreement,except forthose expressly providedsurvive the termination of this Agreement,- , however, that PURCHASER shall also be responsibler the l of any lions assertedtte Property by persons claiming , through or under PURCHASER, but not otherwise. PURCHASER an SELLER acknowledge SER defaults, SELLER will suffer damages In an amount hick cannot be ascertainedh reasonable certaintyn the Effective Date and that the amount of the Deposit being held et most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this Is a bona liquWated damages provision and not a penalty or forfeiture provision. oisw�a� PURCHASEWsInitialw , SE 's Initlels � Purchase and Sale Agreement Page 11 of 17 122. Seller's Default. In the event that SELLER shall fall to fully timely performany of its obligations or covenants hereunder or I any of SELLEW S representations untrue or Inaccurate, then, notwkhstanding anything trary contained In this Agreement, PURCHASER may, at Its option: (1) declare SELLER In u under this Agreement by notice I' to SELLER, In which event PURCHASER may terminate demand that the Deposit be returned, Including all Interest thereon if any, In accordance with Section 3 and neither Party shall have any further rights hereunder, or specific performance of this Agreement without waiving any action for damages. Notice gf Rjftjft., Prior to declaring a dffkultnexercising the remedies in, the non-defoulting Partyshall Issue a notice of to the defaulting I the event or condition of default In sufficient detail to enablea reasonable n to determineion necessary to cure the default. The defaulting shall have tan ( ' days from deliverynotice duringthe default, , however,that as to a failureckne, the cure periodshall only be t ' ( )business the delivery of notice. Both partiles agree that N an extensionIs requestedas a result e u such extension shall not be unreasonablywithheld I t In no event shall the Closing er 31, 2021. if the default has not been cured within the aforesaid period, non-defoulting Party mayexercise the remedies described . Survival. The provisions of this section shall survive the termination this Agreement. considered13. II n l 1 In i ut shall be delivered ®hen received by certified mail, return receiptr personal de live ry to the following addresses: If to Seller Christian Macovlak Oyer-Macovlak Insurance 531 East Ocean Boynton Beach,FL 33435 With a copy to: Harvey E. Oyerill h n,LLP 525 Okeechobee I . Suite 1 West Palm Beach,FL 33401 If to Purchaser: Thuy Shutt,Executive Director Boynton Beach Community veld t Agency IM E.Ocean Avenue, h Floor Boynton ,FL t , 615"aza PURCHASEWs Initials: SELLEWs Initlals Purchase nd Sale Agreement Page 12 of 1 With a copy : Kenneth Longman a1 r, PA 360 S.Rosemary Avenue Suite West Palm Beach,Fl.33401 JA BINDING OBLIGATION/ASSIGNMENT. The terms andconditions of this Agreement hereby made bindingon, and shall Inure to the benefitso and permitted assigns of the Parties hereto. SELLER may not asswn Its Interest In is Agreement without the prior written consent of PURCHASEki ll not be unreasonably h . PURCHASER II have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SEU.ER andthe PURCHASER shall be releasedfrom any further It 1 liabilities r this Agreement. The PURCHASER may not assign this Agreement to any other party withoutprior written approval of SELLER, which shall not unreasonably ith I . If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease AgreementIn effect,the to of section ),Florida Statutes,js it may be amendedtime i ,shall 15. BROKER FEES. The SELLER and PURCHASER hereby gets that they have not dealt with a l estate broker In connection with the tranrAcdon contemplatedi nt and are not liable r a sales commission.SELLER and PURCHASERr t I Indemnify, defend i each r from and againstn all claims, s. damages, costs or expenses (Including, u limitation, attorneys ) of any kind arisingu or resulting from any agreement,arrangement or understanding alleged to have been made with any broker or finder claiming through the Indemnifying party In connectbn with this Agreement. The provisionsthis Section shall survhm Closingr termination of this Agreement. 16. I TLC , IAL For purposes of thisAgreement, pollutant ("Poll ") shall mean anv hazardous or toxic substance, material, or waste of anykind or any contaminant, pollutant, petroleum, petroleum productor petroleum by-products defined or regulated environmental laws. Disposal ("Disposal") shall mean the release, , handlIng, discharge, or disposal of such Pollutants.Environmental lam(uEnvironmental ")shall mean any applicable federal, state, or local laws, statutes, ordinances, les, regulations or other governmental restftlonL 16.L1 As a material Inducement to PURCHASER entering Into this Agreement, SELLER hereby warrants and represents the following,asappIl ( SELLER and occupants obtained n In full compliance with anyand all permits regardings I I on theProperty or contiguousowned by SELLER,to the best of SELLER'S knowledge. ainorms PURCHASEWs Initials. SEUJEWs In Purchase and Sale t Page 13 of 7 (2) SELLER is not awarenor does It have any notice of any past,present orfuture e , iti itis or practices which may give rise to any liability r form a basisr any claim, demand, cost or action relatingi of anyPollutant on the SELLERnor does it have any notice of any past,presentorfuture n , conditions, i t practices an configuousproperlythati iv rise to any liability r forma basis for any claim, n r action relating to the Disposal o any PollutantaffectingtheSELLER'S property. ( ) There inocivil, criminal or administrative action, sult, claim, demand, investigation or notice of violation pending or, knowledge, threatened ais or the Property relatinganyway to the is I of Pollutantsonthe Pro perty, y portionth or an any contiguousn . . PUBLIC RECORDS. PURCHASER is a publicsubject r 119, Florida herebyStatutes. The SELLER Is notified that thel y bw, Pursuant Chapter 119,to maintainn is upon requestIt records deemed publicunder the statute Including this Agreement and some or all of the documentsconsummate the transaction set forth herein.To the extent that any litigation s I Instituted by SEUJM, either directly or as a thirdprevent or prohlbt Purchaser from disclosingr providing documents Involvingthis Agreement orthe transactiont in the Agreementu to a public u r Chapter 119,SELLER agrees that PURCHASERaye r: defendthe claim up to and Including final judgment or ' Interplead the challenged documentsInto the court. In either event, reasonable attorneye fees and costk rll and appellate. 18. LAISPII W. - I. This Agreement and any amendment hereto,may be executed in any number of counterparts, shall be deemed to be an original and all of which shall, together, constitute one andthe same Instrument. The section and paragraph headings herein contained are for the purposesWentlication only and shalln I construing n . Reference to a Sectionshall be deemed to be a referencethe entire ion, unless i . No modification or amendment of this Agreement shall be of anyr effect unlessin writing executedy the Parties. This Agreement forth the entire a n n the Parties relatingthe n all subject a r herein and supersedes all prior and contemporaneoustions, understandings written or orat between the Parties. This Agreement shall be interpreted to accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction ny litigation brought arising out of thisAgreement shall be In the Fifteenth Judicial Circuit, In and r Palm BeachCounty, Florida, or, should any cause of action be limited to federal jurisdiction only,In the Uniteds District Courtforthe Southerni I ri . 1 r herein time which n esu i ie shall n ®calendar days. Any timer for in this etmnx.s PURCHASM Initials. SELLER's Inttiais. Purchase and Sale Agreement Pop 24 of 7 Agreement which endson a Saturday,Sunday or legal holiday shall extend t ® . an the next full sine . Ti n In performance IIobligations r this Agreement. . . Waiver. Neither the Il Insist upon a strict performance of any of the terms, provisions, covenants, agreements andconditions hereof, nor the acceptance of any Item by a party withknowkWge of a breachof this Agreement by the other party In the performance of their respective o l i run r,shall be deemed a waiver of otherany rights or remedies that a party may have or a waiver of anysubsequent c r defaultIn such provisions, covenants, agreements or conditions. This shall survive to rmination of th Is Agreementthe Closing. 114, tonn . The Parties to thisAgreement, through counsel, have participatedin the negotiationn tion hereof. Neither this Agreement nor any amendmenthereto shall be more strictly construedit any of the Parties. As used In this or any amendmenth lin II Include the feminine, singular shall Inducle the plural, and the plural shall Include the singular,as the context may require. Provisions of this Agreement that expressly provide that they survive Closing shall not merge Into the Deed. S@veqbIIlty., If any provision of this Agreement or the applicationthereof shall, for any reason and to anye Invalid or ,neither the remainder of this Agreement r the applicationi t persons,entitiesr circumstances shall be affected thereby, butInstead shall be enforcedmaximum nt permitted by law.The provisions of this Sections all apply to anyt i t. 1 .6 Handwrttten Provisions. Handwritten provisions Inserted In this Agreement and initialed shall control al printedprovisions in conflict .7 MlyerofJupildiii. an Inducemeritto PURCHASER agreeingenter Into this Agreement PURCHASER and SELLER hereby waive trial by jury In any actionr proceedingu r party against to other party pertainingr whatsoever arising out of or In anyway wrinectedwiththis Agreement. 61torneys Do mad C Should it be necessary to bringan action enforce any of the provisions of this e a Ie attornew fees and costs,Including those at the appellatelevel,shall a the prevailingunlessotherwise provided In this Agreementn j limitation of sovereign Immunity as providedhi Section 768.2B, Florida Statutes. 119 lindillL Autor c represents andarra the other that each person executingt behalf of the PURCHASERn E has SELLER's Initials Purchase I t Pop 15 of 17 full right andI authority to executethis Agreement andi a for whom r an whose behalf he or she 1s signing h respect to all provisions containedIn this Agreement. rn . This Agreement may not be recorded in the Public Palm u ,Florida without the.prior approval of both parties. Survival. The covenants, warranties, re presentations, Indemnities n undertakings C and PURCHASER that specifically surviveaoslngset forth In this Agreement shall survive the Closing. 16,12 'SEILLERs Attomeye Fees and Cosb.SELLER acknowledges ands that SELLER shall be responsiblefor Its own attorneW fees and ag costs, If any,Incurred by SELLER in connection with the ion contemplated by this Agreement. 18.13 jMMMkMjMMUajgL NothingIn this Agreement shall be deemed to affect the rights, prtvleges, and sovereign Immunities of the PURCHASER, Including those set forth in Section Florida Statutes. 19. REPRESENTATIONS.,MV ENANTS AN D WA MANTLES OF PU RCHASER. To Induce SELLER to enter Into this Agreement, PURCHASER makes the followingrepresentations,all of which, to the best of its knowledge, II material respects andotherwise vl i this n (r) are now true, and (IQ shall be true as of the date of the Closing, (III) Il survive the Closing. 19.1 VgII& Created andinGood Standln ,. validly under all applicabLein good standing under II- applicable s of the Effective this Agreement, andill be in good standingunder all applicable state laws a of the Closing . 1 I n n i nRC AS and the consummation by PURCHASERof the transaction n l by this Agreement are withinPURCHASERS. lawful capacity and all requiske action has been taken to make this Agreement valid and bindingon PURCHASERIn Ith its terms.7he person executing PURCHASERthis Agreement on behalf of s been duly authorizedon behalf of and bind PURCHASER,andthis Agreement represents1 in i obligation Of PURCHASER. -I . -Is . n II faults. VBCIFICALLY SET FORTH HEREIN. IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS KIRCHASING THE PROPERTY IN AN AS4S. , AND WITH WARRANTIES SET FORTH HEREIN, SELM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONSITION OF THE PROPERTY OR THE PROPERTY'S NTNESS FOR PURCHASER'S HfMDED USE. PURCHASER SHOULD RELAY ON ITS OWN INVESTIGATIONS AND DiSPECTIONS DURING THE FEASIBUITY PERIOD. ai Initials: I °�� f q_ i • • Purcluse and Salet Page 16 of 17 21. Over Insurance I g8ptq Sign on East Fap,de Wall 2f 2 1 Bulldipg. PURCHASER andn' l t the existingint ll sign on the east fop cle of the531 East OcianAvenue building l r over 60 years,is one of the is business Images In the Cilty of Boynton Beach, possesses historic and cultural 1 , and is one of the last remainingrepresentations of the Citys historic main street. such, PURCHASER agrees to uie Its bestI Il sign eitherI r to be relocated and utilized elsewhere In the vicinitythat the cost of the preservation and relocationefforts do not exceed a maximumof Twenty Thousandll . I the event that PURCHASER Is unable to preserve or relocate the wall sign as provided herein, PURCHASER II provide notice ,who shall sixty within which to relocate the sign at Its own n r contribute all additional funding r$20,0W to the CRA for the CRA to relocatethe sign. les adcnowledge and agree that the possibility ists that the sign could be 4amaged or destroyed duringI tl n. However, PURCHASER shall use Its best efforts, as provided herein, to preserve the wall sign ensureand that It remains visible li . IN WITNESSF, the Parties have executed i date. PURCHASEWslnitials.� '`111t1"fir SELLEWs Initials: Purchase and Sale Agreement Page 17 of 17 : COMMUNITYBOYNTON BEACH P REDEVEWPMENT AGENCY t pO �o `� p i t � � e r Printed n S.Grant Printed Name: , 61, Title: Chair Title: 14'LLL�'Qly �a t Date:,' te ,,,, 11 R�'`i�2� �5 r���k�r)- 3 � � Y Date: ti- WITWESS: WIT N7�- R 'g'o�-4?�`z s� r . Printed Prin d RO GENS 4 W gman &Wai# P.A. Printed Name: a F ar raw ' Initials: _. SELLEWs II ® ` y 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. Applic_ation,lDisbursement 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 PURCHASER's Initials: SELLER's Initials: 00704498-1 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: 6- SELLER's Initials: 00704498-1 __- 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: S136T— SELLER's Initials: 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: 640 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. CLOSINGDOCUMENTS. 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 Initials: J6/4— SELLER's Initials: 00704498-1 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. Closin_g 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: 5s6- 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: O&---, 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. 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 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. 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-AMr-11 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 SELLER's Initials- 00704498-1 00704498-1 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 Initial 007044984 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. 64r- 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 Printed Name: Steven B. Grant Printed Name: azif Title: Chair Title: Date: r` 20 z Date: a WI , ESS: WITNESS: Vn Printed Name-jjj�a Printed Name: _ 1 Ap ror : Lewis, Longma & alker, P.A. Printed Na e: h Date: L � PURCHASER's Initials: SELLER's Initials: 00704498-1 APPRAISAL REPORT (APPRAISER FILE: 20-1928) g,_nk 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 APPRAISERS&CONSULTANTS AUCAMP S 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. igoo 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, DELLENBACKI 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 4 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 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 6 File 20-1928 LOCATION MAP LOCATION MAP to s Lake 09acid Port St Lurie g- rn'. Okeechobee e Arcadia if as ..-. j `gk, Stuart ,y4 guckhoad RWp, .. r Llf IgIntor, 2 Lucre canof Hobe Sound R. 19H 1 T6✓ harlatrte 0w i4 "Loke Olerech kb r706 Jupiter 9s •rlotze Park .zQ ..._.. .,.. rAaBte " lrtm PelgBeach Aar! Moore Haven Pahckee r Gar�en5 Riviera Reath La Balks 4 so: - Clewiston �W4Q3 It balm teach' North Fort lv§yers Alva _. - Belle Glade �.ayal" SUBJECT ., ,'; (Ta raat Myers �t fi Lehigh Act., ka`Worth Cape Coral &� F Arthur fT RayneReach San Catros'P } 'ark t�laial{ 1. �.r,_ah�cdx e- �Delra Reach Sanibel7Ya,fea.,-ueir'"'M d,,AI: III' y c lrnrnokalee 7.. Rn '9prims (Rada Raton 1; BicCnljmss l.kt Deerfield Beach Coral Springs,, Pompano Beach Tamarac I s Bou"€terdale fakes ' � r = Naples ka 7 ut a "p9antatiom' Frt, uderdale ft 4:yprets 5hr'atnp Th P _ R E—ghdet Vdiudl ra Cooper City Davie��pamia 11+@ars,��crwnk kiss 21: HOII�rood` Marco � Mura`-mar Hallandale Reach �� mss h u w 9au Pres?nre i NorthMia€i'Reach �n .997 4 Carol' duty ts9 4��amn,araa�7 I �I Ireff (I Flialeah Tho-ond Wands - llrlia 'i.. Tati4ioani Cwa`e Tamaam93rad -, 'r ,Coral Gatk�ES k r 1Ken all eras Cutler Ridge BUCcryr{v I44� 8'0 ?629I .,_ [115Gu,yIT'c Nnaltleual Homestead P.ri tJ Cold sok" soon d, E Crlgl�des td�t'snal Pair: ..d rag(okcS'_li,r FL+.innLa,VQ Lrgp Nfatc,'k,4rtx Lake, Lake P19ya•o run Csa lake Key Larva❑ AUCAMP, DELLENBACK&WHITNEY 7 File 20-1928 SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS - t , c�.,�tewJ•P -nint�s a ,� i����� 5; ra\l i r � u ,�t r � , t a � i �. 0,1 Bird's eye view of subject (outlined) facing subject's south elevation Y Facing subject from sidewalk along N Federal Hwy (south and east elevations shown) AUCAMP, DELLENBACKI 8 File 20-1928 SUBJECT PHOTOGRAPHS r, } �t - sn,t� t� r East and north elevations shown r 3 t Ctl ({7 I/ 0 1� f 1 v r IIS � a Facing north along N Federal Hwy with subject on the left AUCAMP, DELLENBACKI 9 File 20-1928 SUBJECT PHOTOGRAPHS f t t r i r > �1 A z 1 Facing west along NE 1St Ave with subject on the right r s= . �� C• I r I � ' 't Nn 6 6 Retail area AUCAMP, DELLENBACKI 10 File 20-1928 SUBJECT PHOTOGRAPHS } " t , t j { �Ilr �4i t {„ 4 Storage area t 44„ 1 4i Nk i 1 1, Preparation area AUCAMP, DELLENBACK&WHITNEY 11 File 20-1928 SUBJECT PHOTOGRAPHS £ }i� 1 Rear patio (west elevation shown) ,mms, ,4 s , " h a Mme.. 1£) r r � In Is f� Exterior seating area AUCAMP, DELLENBACKI 12 File 20-1928 SUBJECT PHOTOGRAPHS � �yPt syfrf�y` 1 It t i P}r Restroom AUCAMP, DELLENBACKI 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 14 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, DELLENBACKI 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, DELLENBACKI 16 File 20-1928 MUNICIPALITY MUNICIPALITIES MAP r } r y�it i Iti�4 il� 1 �fJ, r£ �t3}(h�ktUSA i( S�}��lt��l4r t�ti Ott 1�f�1}t4�s I rt rel{�£!) �t£ ii a�11 Plilhl�; a �' � � � � til tvr�l) � � It it �11 ifi t if�i 11f t(It h£ I• '7r � I Zt�(�£m�ti '��stPfi}s�3tl�� ittiy ?iti ��ltp f 1 }z`sr r 7 t � �f�ti � �lnrinitu�p at�sf ti ! ltt 1 7 Isi fS�rf srta l'4�}11i li�, 1 � (�-yI i�t fdxo } }s � tt i� �3 ti >}t �f}S\ i s � i£li i i I��4t ¢i r�}t ii{ 7 (al ; s s2� ��� � 7 r � � s } � i 7t r i+ 1 £�f= �It 7� ii £Ji i � ��i t� teal i it i �rSs , �lsi�i £i� SUBJECT�� ,t�F£��} r +rilCtiE3T7 '18 IN .i "1r f t At titi>>l t{,P ) 1t t i furl Ur SII£rr � UUr si ��fir� �1}V� tt 7� a�'' r m f+v ; t � f i�,r}ll�t rrrr i£r�s�rt t1�t freezes � � � i � aSrn�. {srrrznJrisrltll'�r � j Pi! s� rid s�i� j�c31r t t it iii I s � �\2�V�r1 �� £it I �l�fr'aiisr-to it lf��a S Irrr s , i irlri I € ...........GoF€' '�.�i r} '4�-�flf is ; Itl+t }� , �UtI, r �ftl�i7R � std ria V}���'s# ,°>>�; s ?t i4`�'� rt���111r i1r?rrrs{ iiyyt7���S(.y4r£if t{�i qt;tfii�ll7islwlt t�ttP,� £trrS£"0` ° 11 V4}S1rttq it �94 yf£4r Vstir rf�AlA51��_S� r �' �� ri telt{{� t�l, ars f 1�� jlft �tit���4� ��! 1s tr+s zr11 ,i41si i { I art£ is {t ttn 1 R r c k 6 i Delray Beach I � - unrc«="�..d ,p �.rvron.nceu_ l Ar �nnw�w 'z s AUCAMP, DELLENBACKI 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, DELLENBACKI 18 File 20-1928 NEIGHBORHOOD DEMOGRAPHICS AROUND SUBJECT Source:ESRI,2020 figures : • • M . • • , 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, DELLENBACKI 19 File 20-1928 NEIGHBORHOOD AREA MAP 'nmj r r t r w .,, I rs rnnr.,us. n pt. l� aGl� f 1 t . .�.,. MM:;Lm.K i9,1 z;tr t7 I I, l nwN 1 h AJ fir n t�sah i�kN a r=a+u�e ' 1, BMWs � V ��rt 05 SUBJECT „t ,94 h1 n lewf iru alta ui Mys ad8:a+_trwonRoaehF3lrri hr=Iron° Ci lih+7nis trlr� } i §OYM06�,[us:Fl f Iw�rt+ri,M 4 r Vt r t i i t ria atTu Ew.A><e 14 11 t a IJ It )i 1\Y ., f# 1FT ��� ss si4, t�S�tr(�r �{Fi�Eutrn Uri �ra�F �r � HMO'rt'ru ici€5. ..� r,.a_ rhi rtJaarar.�r;s 1�( ts iy ;li) w rryl"t it � r � r tiirrrrt ii�l ( ai 1,51 a« ., F rlt i !ter 1 Sig r r t �r H'ri ii ;�u rpt , - i I t Alztrat. hr r r :a,pot ,f -" � °'° .,.. 3ra�y`r°rvrr y U�il",,,�. &`� 10540 A r..M rl S�t tri lrli i to 7 i 1 Ha,ih,gl it pJ wam igrat its iu�� i.A pet's err � 4r�is �� �,. �l iago"' t t'r AUCAMP, DELLENBACK&WHITNEY 20 File 4201928 : • ' on Isle]t . ' rllrgage nrur, ' Man, pal . 1. y K -®dsCnteken f, § wx �'kko- e itCe Cr m r S 6 t - '^'Tw74 Gedr]14 4 - Y Serla f+aY[51111 Gm� ta Ctv nf GPE'a tir t rt Y�f is ni >� rA mak A. � �� `• Banana Boat s S�i BSc aohoose � � Hurr�cane:4ley 1� ! � 1 s�r�, � �t raxs��t C lclren imp ;hy;� a�, ,reYI' ta)d Q 1nic+G h story East t7 __" `` _ „i C fy9 h+4 S�t9f N d 6 b<tii( A ke t Usa A 7( 1 MOM • _ ,E t7cer�7 A Y k F Grr rf I +)51C{l fY9 6n tm�Y Y" ?� i �'�.- N Y•)i y�i1 I k eF,s+s a _ 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, DELLENBACKI 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 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 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 24 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, DELLENBACKI 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. AUCAMP, DELLENBACKI 26 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, DELLENBACKI 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, DELLENBACKI 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 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 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 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, DELLENBACKI 31 File 20-1928 SUBJECT PROPERTY ZONING MAP RT // x= z .. L N�l11�' fiT�-IyA�T E NWy 4'T H ANTE N SUBJECT cn � �` � Etl QCE1�N �. E AA 41 SE Z Ni Av Ey w i uMP" C1 Office Professional C2 Neighborhood Commercial C3 Community Commercial G4 General Commercial CBD Central Buisness District PCD Planned Commercial Development M1 Light Industrial FID Planned Industrial Development SMU Suburban Mixed Use,20 du/ac MU-1 Mixed Use 1,20 du/ac MU-2 Mixed Use 2,40 du/ac MU-3 Mixed Use 3,50 du/ac MU-4 Mixed Use 4,60 du/ac MU-C Mixed Use Core,80 du/ac REC Recreation PU Public Usage AUCAMP, DELLENBACKI 32 File 20-1928 SUBJECT PROPERTY FUTURE LAND USE MAP A }••r i' SUBJECT s NUN Future Land Use Classification FLi.!_Desc3 LOW DENSITY RESIDENTIAL(LDR);7.5 D.UJAcre MEDIUM DENSITY RESIDENTIAL(MEDR)j 11 D.UAcre HIGH DENSITY RESIDENTIAL(HDR);95 D.UJJAcre SPECIAL HIGH DENSITY RESIDENTIAL(SHDR);20 D.UJAcTe OFFICE COMMERCIAL(OC) LOCAL RETAIL COMMERCIAL(LRC) GENERAL COMMERCIAL(GC) § �s IN DUSTRLAL(1) RECREATIONAL(R) PUBLIC&PRIVATE GOVERN MENTALANSTITUTIONAL(PPGD MIXED USE LOW(MXL)j 20 D UJAere MIXED USE MEDIUM(MXM)50 D.UJ...1;Acre MIXED USE HIGH(MXH),84 D UJ'JAcm DEVELOPMENT OF REGIONAL IMPACT(DRI) CONSERVATION(CDN)... .,., CONSERVATION OVERLA4Y(CfO)... AUCAMP, DELLENBACKI 33 File 20-1928 SUBJECT PROPERTY AERIAL PARCEL MAP Subject is outlined in red �}\ ,.�? ��} ,i}11�i ft���Ittl�rr}�s+,,�;�• t}S�t�1?t�}J r�a'�t},�'r rJt12�,� }ss 4, rt,j}}��1 t��, �t f �r I����`t,��t i � , `, � is i' sfl •ir i }ti�9# �s , W d�t � as r �0� - i q',tl � C s ( { (t+ � ttlt t�•.i'tll{ ,+#,:_f j��� �i `+ S{h� ���#��' i1 1 LU i Li „ (' , a=" Cv, AUCAMP, DELLENBACKI 34 File 20-1928 SUBJECT PROPERTY SURVEY AL TAIACSM SL,RV EY I m� A w 1 � sUo a�acK r a�ocx r 9 i I I T _I MAP OF ROLMARY SURVEY i� I O'awN,5UT&OB Em me � ,M,er.r8�F.4A6'��R..nmz ®rnxaomeeer w,m.�awerc 41- AUCAMP, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 38 File 20-1928 SALES COMPARISON APPROACH MAP OF COMPARABLE PROPERTIES Boynton,Beach a �'Jv .t .�rtg s, YP 2 , u. „rs, Fish Depot Marl i n t atho Kbit Jr 81vd 19, Suri Lrek Beach Ho Use r i N tr�,fi , le !K,AvF , Ocean Ridge { umuu pari, 41 The a h `cr,p ti1� i( Land dale, F and Sade No. I Subject PrGpeftv TNic Wm al Ct11 er1v mudtic"wn & r�� ri Bea h � p � d�r�l=r ols�u, Bovnto�d eac W� � r F da r ii�f Ci Library eau Land Sale Sale o. 3 E i A tt — ,.. Land ;safe,No. 4 � � ? _a Boynton ,�rirTterlls +- �� Oc8,an Ridje, T, qh A,, r�i� rt .. u Yx a- e ' r -r ti Forest Park, � Elememtar , A.o 3> I 7,Ihb ' The Fic-xrll�',�.@�'°� of 61CIe C�rYpr7C�rd AUCAMP, DELLENBACK&WHITNEY 39 File 20-1928 SALES COMPARISON APPROACH COMPARABLE 1 b� �ty { 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, DELLENBACKI 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, DELLENBACKI 41 File 20-1928 SALES COMPARISON APPROACH COMPARABLE 2 i 'r �a ray I 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 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, DELLENBACKI 43 File 20-1928 SALES COMPARISON APPROACH COMPARABLE 3 f I , 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 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, DELLENBACKI 45 File 20-1928 SALES COMPARISON APPROACH COMPARABLE 4 ssr�, t r ti 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 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, DELLENBACKI 47 File 20-1928 SALES COMPARISON APPROACH COMPARABLE 5 { a , z I 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 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, DELLENBACKI 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 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, DELLENBACKI 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, DELLENBACKI 52 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, DELLENBACKI 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 54 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 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/'�h_a_n Whitney, MAI State-certified General Real Estate Appraiser RZ2943 AUCAMP, DELLENBACKI 56 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 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, DELLENBACKI 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 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 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, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 64 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, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 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, DELLENBACKI 68 File 20-1928 AREA DESCRIPTION AND ANALYSIS �MI Area in Square Mies: 2,578 Population w10 Lake Okeechobee(miles) 1,974 2016 ACS(American Community Survey) 1,443,810 Average Max.Temp.: 83(f) 2010 Census 11,320,134 Average Low Temp.. 67(f) Average Temp.: 75(f) Population Projecticns Average Annual Percipitation: 62(in.) 2020 1,465,944 Time Zone: Eastern 2030 1,619,094 2040 1,735,114 Meeting Facilities Resontsfl-lotelsA-oclging Facilities 2001 ResortsfHotels with Meeting Space 5D Total Rooms 17,000 ,Convention Center Total Meeting Space(s.f.) 148,00D Total Space(s-f.) 350,00D Medic al[2016) Hospitals 34 Physicians'Offices 1,992 Dentists'Offices 756 Sex &Age p016 ACSJ Financial 12017) Male 69,13,414 Banks 55 Female 745,396 Branch Banking Offices 455 Under 5 74,578 Deposits(mililiGns) $50,628 5-14 years, 15,51270 15-19 years 81,177 Labor FGrce 12616 avg-) 20-34 years 251,216 Labor Force 71,D,513 35-44 years 164,543 Employment 676,285 45-59 years 291,552 Unemployment Rate 4.843% 60-74 years 254,547 75+years 1713,927 Total Nonagricultural Employment(thousands) 6D8-1 Median age 44.7 Goods Producing 53-5 Construction 34-3 Housing 12016 ACS) Manufacturling 19-1 Total housing units 683,543 Service ProvOing 554-6 Occupied housing units 536,446 Wholesale Trade 23-4 Vacant housing units 147,0,97 Retail Trade 7907 Homeowner vacancy rate 2.4 Trans.,Warehousing&Utilities 123 Rental vacancy rate 97 Information 1U-9 Average household size 165 Financial Actvitos 39-8 Finance and insurance 237 Economic [2016ACS) Professional and Business Services 1,10-0 County Average'Nage(201a) $51,843 Pro.,Scientific&Tech.Services 46-3 Median Fam illy Income $7{),930 Mngt-of Companies&Enterprises 11-0 Per Capita Income $3,5,732 Administrative and Waste Services 52-7 Median Earnings For Male Education and 1-leafth Services 96-9 FuIll-Time,Year-Round Workers $45,116 Leisure and FilospitaAfty 86-2 Median Earnings For Female Accommadation&Food Services, 6800 Fuil-Tlme,Year-Round Workers $3,9,032 Other Services 327 Education(2016ACq B— R.Od.Dz�, d rE—k Opp t-A4,USC— E—a xe Enrollment(K-1 2) 209,950 C. "It'S—y MI 9,Fkrd.D—.gaphk Ea-d.g 0-ft— 2017,FdrW Education attalinment-25 years+ 1,054,130 D-P.a�"—C -G—ny 0.P..ft.1—2017,Pad.G—h C—M C--b- and%ftftwA Sc7r� %Sachelcfs degree or Ngher 35.{)% Business Der,Dlcpment Board of Pain Beach County,Inc. www.bdb.aq AUCAMP, DELLENBACK&WHITNEY 69 File#20-1928 AREA DESCRIPTION AND ANALYSIS I IBM" i 41 F3eACa � z , FA .. 63u'm Ai} JAiN FEB PMR APR MAY JUN JUL AIG SEP OCT NOV DEC 2015 692AM 685,827 643,655 6a4;402 690.177 EaOf262 6a0,579 682,0&5 6a5,OS3 684.553 U8,122 E87,900 20 6 696,476 700,502 I 6 3,r337 694,831 696,424 694,259 703,854 699.012 703.926 788055 714,325 71x,148 M17 721,297 724,U6 1728.225 728,075 726,1423 729,697 729.247 725,124 724.927 722.244 723,€771 723.52.5 Source:Local area Unernploeymem Statistics,Flcfida Ueoartment of Econornic,Upportunny 6s U,. �e y �r ,, x. JrtA FEE Kin! mpRN,%7 im mr 0 06 C 205 5.2 6.G' SO 4.7 51 5.2 5.6 1 5,5 5.2 4.9 4.6 4.5 :2019 4.9 4.s 4.5 4.5 4,2 4.9 5:2 1 5.1 5.1 5.i 4.9 4.7 2017' 5.2 Source:Local urea rinemployrn nt Statistics,Florida Department of E:camomic opf rtunitV Pa im Math,Qm ney,State and NzCo M Une mplapv and Raw Co mpnAisan 2017'.. . 5.2 5.:2: 5. 55 4..y' 4-1 4. C 4.24.;3 4. _, '8.19 4-6 4.1 4.6 „ 3.eg 4-0 4.11 3,a 4.4 4.2 4.5 1101 Al, 3. 3w8 4."l 3.6 Smurce:L al Area Unemployment 8ut stics,Florida Department of Economic.Opportunity AUCAMP, DELLENBACKI 70 File 20-1928 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 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 is ion(a-)adw-appraisers.com 561-609-2884 s 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, DELLENBACKI 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 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 bIa dpi STATE OF FLORIDA DEPARTMENT OF BUSINESS Al U PROFESSIONAL REGULATION FL0RIC?�A R�� I Il�"I�TE API�F U 1SAL BD lk THE CERTIEVED G ��AI{FI`}a�� '1� (EIED UNDER THE F ICt� �T r t PRC3VI �If4Fl� IAt (((���°°"��475F31 � �`STATUTES Itt a � % �f 1 H■tTI tt�r t ll S�r�F S t SS 7 rf�il 1 � S F ' { .t 040tt Y f V � EXPIRATIC N"DA1F .UEIvt !R 30,20120 Always verify licenses online at MyFloriclal-kense.corn Do not alter this document in any farm. This is your license.It is unlawful for anyone Cather than the licensee to use this document. AUCAMP, DELLENBACKI 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 �I I fh0ranm,enr at Property Assessmenrs Contamination Assessments •Environmental Property Assessments •Contamination Assessments •Remediation •Monitoring wells •IAQ t Mold Evaluation NUTTINr. ENviRONMENTAL OF FLORIDA, INr,.., Yourr Projsst Is Our commbrant September 16, 2021 Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Attn: Ms. Theresa Utterback Re: Confirmatory Groundwater Sampling Report CRA Properties 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 NEF#: 6967.13 Dear Ms. Utterback: 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's services at the project as set forth in NEF's proposal. 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. Please see this report for further details regarding NEF's methodology. For further information regarding our company's qualifications, please contact the undersigned at your convenience. 1310 Neptune Drive - Boynton Beach,Florida 33426 . 561-732-7200 Broward 954-782-7200 • St.Lucie 772-408-1050 • Miami Cade 30.5-557-3083 • Fax 561-737-9975 Toll free:1-877-NUTTING(688-8464) • www.nef.cc • info@nef.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 i-M N tJ=—ENVIRONMENTAL F F—l—,INC. y—Project Is our Comm—m 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. i-M NUTTING ENVIRONMENTAL F F—l—,INC. Y—Project Is our Comm—m 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 i-M NIJ=( ENVIRONMENTAL F F—l—,INC. Yo Project Is our c­2­m 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. i-i N tJ=—ENVIRONMENTAL F FeroMI—,INC. Y—Project Is our Comm—m 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." i-M Nu=( ENVIRDNMEN— F F—l—,INC. Yo Project Is our c­2­m 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. i-M NIJ=( ENVIRONMENTAL F F—l—,INC. Yo Project Is our c­2­m 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. i-M NUTTING ENVIRONMENTAL F F—l—,INC. Y—Project Is our Comm—m 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 i-M NUTTING ENVIRONMENTAL F F—l—,INC. Y—Project Is our Comm—m 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. LBI w ki R/ hard G. Rossi, P.E. roject Manager President -Ak aneerni ice President Filename: Boynton Beach CRA, 115 N Federal Highway, Boynton Beach, Confirmatory GW Sampling, Sept 2021 i-M NUTTING ENVIRONMENTAL F F—l—,INC. Y—Project Is our comm—m 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 NUTTING ENVIRONMENTAL F FeroMI—,INC. Y—Project Is our Comm—m 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 t-f NUTTING ENVIRONMENTAL F FeroMI—,INC. Y—Project Is our Comm—m I, I { 55 GP-4 F �s F r ' � t f { fiYl' 0' 30' 60' Approximate Scale 1"= 30' NLTTTINr. ENVIRONMENTAL CRA Properties Proposed Vic of 115 North Federal Highway — �� FLORIDA, INC. Boynton Beach Palm Beach County, FL Soil Boring �10 Your Project is Ot C mMi Me�t. Y ty, Location Map NEF #: 6967.13 a r F r i f r . r r r i t a I GP-5 r Ss { f I 0' 30' 60' Approximate Scale 1"= 30' NUTTINr. ENVIRONMENTAL CRA Properties Proposed Vic of 115 North Federal Highway — �� ��R`�A' INC. Boynton Beach Palm Beach County, FL Soil Boring �10 Your Project is Ot C mMr Me�t. Y ty, Location Map NEF #: 6967.13 e- {r� �,f n 01, s � S13-1 SB-3 t. 1Yk t ` r E a � , F 1` SB-4 li If!ill�li�' I r S13-5 i SB-6 S13-8 11r„� 1 d I ' l r } 0' 40' 80' Approximate Scale 1”= 40' CRA Properties tvurr�rra� ENVIRONMENTAL CRA OF FLORIDA, INC 508 East Boynton Beach Boulevard Soil Boring -;1 G.I Boynton Beach, Palm Beach County, FL Location Ma Your Project is�"F C°nrt' 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 NUTTING ENVIRONMENTAL F Fero--,1— Y—Project Is our c,—m m DEP Form FD 9000-24: GROUNDWATER SAMPLING LOG SITE SITE NAME: 115 N Federal HwyLOCATION: 115 IN 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 STATIC DEPTH PURGE PUMP TYPE DIAMETER(inches): DIAMETER(inches): 1/4 DEPTH:4.40 feet to 14.40 feet TO WATER(feet):5.44 OR BAILER: PP WELL VOLUME PURGE: 1 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 TUBING PURGING PURGING TOTAL VOLUME DEPTH IN WELL(feet): 7.00 DEPTH IN WELL(feet): 7.00 INITIATED AT: 10:10 ENDED AT: 10:30 PURGED(gallons): 5,0 CUMUL. DEPTH GOND. DISSOLVED VOLUME PURGE TO pH TEMP, (circle units) OXYGEN N TURBIDITY COLOR ODOR VOLUME E (standard (ck, units)I " �T rn� g[L TIME PURGED PURGED RATE WATER (OC) (NTUs) (describe) (describe) (gallons) units) mg (gpm) or_fS11C. . .ur.t (gallons) (feet) %sa uration 10:22 3.0 53,0 US 5.57 7.58 27.97 420 2.21 5.78 Clear None 10:24 0.5 15 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 10728 0.5 4.5 0,25 5.57 6.80 27.94 427 1.73 3.78 Clear None 10:30 0L5 5.0 0.25 5.57 6.65 27.94 425 1.59 3.30 Clear None L WELL CAPACITY(Gallons Per Foot): 0.75"=0,02; 1"=0.04; 1.25"=0.06; 2"=0.16: 311=0,37; 4"=0,65; 5"=1.02; 6"=1.47; 12"=5.88 TUBING INSIDE DIA.CAPACITY(Galfft.): 1/8"=0.0006, 3116"=0,0014; 114'.=0.0026: 5116"=0.004, 3/8"=0,006; 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: SAMPLER(S)SIGNATURE(S): SAMPLING SAMPLING MP'MPL ING Tony RuO NEF INITIATED AT: 10-31 ENDED AT: 10:33 PUMP OR TUBING TUBING FIELD-FILTERED: Y (N) FILTER SIZE: pm DEPTH IN WELL(feet): 7.00 MATERIAL CODE: HDPE Filtration Equipment Type: FIELD DECONTAMINATION: PUMP (Y) N TUBING Y (N)(replaced) DUPLICATE: (Y) N SAMPLE CONTAINER SPECIFICATION SAMPLE PRESERVATION(including wet ice) INTENDED SAMPLING SAMPLE PUMP ANALYSIS AND/OR EQUIPMENT FLOW RATE SAMPLE MATERIAL PRESERVATIVE TOTAL FINAL VOLUME N METHOD CODE (mL per minute) TOT ID CODE CONTAINERS CODE USED ADDED IN FIELD mL pH GP-4 2 AG 1L Ice 0 Dieldrin/8081 APP 11000ml- REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Clear Glass; HDPE=High Density Polyethylene; LDPE=Low Density Polyethylene; PP=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:+U OC 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) 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 TION: 115 N Federal Hw.,Boynton Beach,FL,33435 WELL NO: GP-5 SAMPLE ID; GP-5 DATE: July 26,2021 PURGING DATA WELL -T-TUBING WELL SCREEN INTERVAL STATIC DEPTH PURGE PUMP TYPE DIAMETER(inches):1.6 1 DIAMETER(inches): 114 DEPTH:4.72 feet to 14.72 feet I TO WATER(feet):5.73 OR BAILER: PP WELL VOLUME PURGE: I WELL VOLUME (TOTAL WELL DEPTH - STATIC DEPTH TO WATER) X WELL CAPACITY (only fill out if applicable) (14.72 feet- 5.73 feet) X 0.09 gallons/foot = 0.81 gallons 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(feet): 7.00 DEPTH IN WELL(feet): 7.00 INITIATED AT: 11:01 ENDED AT: 11:19 PURGED(gallons): 4.5 CUMUL, DEPTH COND. DISSOLVED VOLUME (s pH nits) OXYGEN VOLUME PURGE TO tandaTEMP. (circle u circle u (NTUs) (describe) (describe) nits) TURBIDITY COLOR ODOR TIME PURGED PURGED RATE WATER units)rd o ((OC) pmh 0 (gallons) (gallons) (gpm) (feet) IS rlt-m'�ur otion 11:13 3.0 53,0 0.25 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 2969 430 1.28 2.89 Clear None 11:17 0L5 4.0 0.25 5.90 5.42 29,67 430 1.23 3.35 1 Clear None 11:19 0.5 4.5 0.25 5.90 5.43 29.68 430 1.21 3.71 Clear None WELL CAPACITY(Gallons Per Foot): 0.75"=0.02; 11"=0.04; 1.25"=0.06; 2"=0.16; 3"=0.37; 4"=0.65; 5"=1.02; b-=1.47; 1211=5.88 TUBING INSIDE DIA.CAPACITY(Gal/Ft.): 118"=0.0006; 3/16"=0,0014; 1/4"=0.0026; 5/16"=O°004; 318"=0.006; 112"=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)/AFFILIATION: SAMPLER(S)SIGNATURE(S): SAMPLING SAMPLING Tony Ruiz/NEE /?" INITIATED AT: I' AT: 11:23 PUMP ORTUBING TUBING =FIELD-FILTERED: Y (N) FILTER SIZE: -pm DEPTH IN WELL(feet): 7.00 MATERIAL CODE: HDPE 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 # ANALYSIS AND/OR EQUIPMENT FLOW RATE MATERIAL PRESERVATIVE TOTAL VOL FINAL METHOD CODE (mL per minute) ID CODE CONTAINERS VOLUME CODE I USED ADDED IN FIELD(mL) _pH GIP-5 2 HDPE I 250rnl_ HNO3 0 Arsenic/6020 APP 500rnL REMARKS: MATERIAL CODES: AG=Amber Glass; CG=Clear Glass; HDPE=High Density Polyethylene; LDPE=Low Density Polyethylene; PIP=Polypropylene; 8=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 31 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 NTUI;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 t CS E,c, 1 1i.�•. «1'CA /SOLATION: � � !�► F��'"e� c 1 k! ��v���/t � c�� �'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 b. 1Z 4 S) •lti�- r �► f �, �� ►' Z d zea S, �� �. Z _ 100 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) I 0tO(1-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 NUTTING ENVIRONMENTAL F Fero--,1— Y—Project Is our c,—m m Pace Analytical Services,LLC aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 1 of 17 Pace Analytical Services,LLC aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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#: FLO1264 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#: LABO152 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 CERTIFICATIONS Project: 115 N. Federal Hwy-Revised Report Pace Project No.: 35650753 Pace Analytical Services National Washington Certification#:C847 A2LA-IS0 17025 Certification#: 1461.01 West Virginia Certification#:233 A2LA-IS0 17025 Certification#: 1461.02 Wisconsin Certification#:998093910 AIHA-LAP/LLC EMLAP Certification#:100789 Wyoming UST Certification#:via A2LA 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 1 p 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 1 p 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 1 p delta-BHC 0.0048 U ug/L 0.0099 0.0048 1 07/29/21 09:33 07/29/21 19:48 319-86-8 1p gamma-BHC(Lindane) 0.0022 U ug/L 0.0099 0.0022 1 07/29/2109:33 07/29/2119:48 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 1 p 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 1 p 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 1 p Dieldrin 0.0072 1 ug/L 0.0099 0.0020 1 07/29/21 09:33 07/29/21 19:48 60-57-1 1 p 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 1 p 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 1 p 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 1 p 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 1 p Heptachlor 0.0061 U ug/L 0.0099 0.0061 1 07/29/21 09:33 07/29/21 19:48 76-44-8 1 p 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 1 p Methoxychlor 0.0042 U ug/L 0.0099 0.0042 1 07/29/21 09:33 07/29/21 19:48 72-43-5 1 p Toxaphene 0.25 U ug/L 0.50 0.25 1 07/29/21 09:33 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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: EPA6020 Preparation Method:3015 Pace National-Mt.Juliet Arsenic 8.11 ug/L 2.00 0.180 1 08/19/2101:07 08/19/2117:52 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 Endosulfan I 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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. 1 p 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 r t co E a rD " oma or �naz°aopcn �t f7 p i y '�rna za N E o 0 4— wawa NF>(D 1p-' �° U0 m m W ••'�• t t 1 M m =2zz E g E §�•_ v "3 �3vQ Wli CSS '' ` i a v v 3 oEv° r cs i � ac7 vNr1 c ey �_. N � v •' 3 �} O -FEaa pa (€1 o�LLZ2r333 ZOO >vaa Ua a rn darn w I_ Q0]U❑ '•-�,�� z° in [� ]i ¢ u 5 0L09 pea- 'Ssl(] (i 3,dW`dX3 r Z J ri S o a f-' f ® J a - w J Fl El El 11 El D _ E c' E o : C 11 El 11117Ll1I r� 1-1 EC ' > - El 1:1 El IEJ 0 0 k k El njI Ln '. n ' t El [� ' 0 1. 11 1 o O D � Q aN El lEl El g �U t 4pN�� w I 1 El0 11 El Ind El U 8o- U) Q �......r7Ell IN 1111 °� , 11m ^, a a �`� i M a MEE y ( J z _ p ami E CL LU Q 1 > Zt a,m vi t U d p t 9 ( If! - � f0 z1111", ��+" v - -- >Z "'•. :_ v a m r N CO d LO CO I-- CO 67 O E E E N M [t s < u ¢ a) n.z U)U) I trf ag 15 17 Issuing Autiiority, F-FL-C-007 rev.13 Pace Florida QualKy Office | / PM: CTR Due Date: 08/02/21 Date — Initials--- ~' �—'~~^' ProjectExamining�'— — - CLIENT: 36—NUTTEN Label. � Cyie De � Thermometer Used; Date: Time: 2 |nitials� State of For wwprojects,all containers verified m56',c - Cooler#I � '—'', ---��3_(uonnoxmnFummr) __(ActuoU [] Samples"nice,cooling process has begun C�v|o,om romp'~« �VisvoV —(Correction Factor) _?—___*omu; [] Samples"oice,cooling process has begun Cooler*wT*mp.~o---____ (v1suaV ________(ovnomionFactor)_______(ActuaV [] Samples"'ice,cooling process has begun Cooler**T=mP.~q--____ (VwuoV ________cnnnoxionFactor)_______(/mtuaV [] Samples"oice,cooling process has begun Cooler w«Temp.^c—_—_—__ywouaV ________(ov,mouvnFactor)_______(xmtuoU 10 Samples onice,cooling process has begun Cooler| moTm mP.^C----___(Visuw|1 �Correction Factor)_______(Aoum) [] Samples"nice,cooling process has begun Courier: [] FedEx [] UPS []UGpS [] Client ;21- ommemio| [] puoa El Other Shipping Method: up/mtovonniVm opnvn�owe,oiom o �Standard Overnight ommunu oInternational Priority El Other omme: El Recipient owonuo, oThird Party oCredit Card ounmnmwo Tracking* / Custody Seal o"Cooler/Box Pmsent: []wv meo�in,ocm' r� ~�� []mo m°' o|uo on None / '-- '�pp`"" . �,�� Packing Material: []av»u�vv�p �»u|0000n []mono [�owoc_______ 7_ �— mumpmmsho�odxn�u(nn�.cnmpmuw Shorted Date: ' Shorted Time: oty:------ lChain of Custody Present EY9es El No EIN/A Comments' Chain of Custody Filled Out es 0 No ON/A Relinquishe Samples Arrived within Hold Time Yes 0 No ON/A Rush TAT requested on COC DYes 04No ONIA Correct Containers Used /Yes 0 No EIN/A Sample Labels mawn Uu';(Sample IDs dateflime of collection) Yes 11 No IINIA All containers needing ackithase proservation have been checked, Preservation Information: 0 No EIN/A Preservative: All Containers needing preservation are found to be in s Lot#rrrace#......................... compliance with EPA recommenclation: Yes 0 No ON/A Date: Tlme_ Ucel)tloris�VOA.Coliform,TOC,O&G,Carb.Taews, Initials: Trip Blank Present: E]Yes 0 No L�i /A Client Notification/Resolution: Person Contacted: oaoemnne: Comments/Resolution(use back for additional cnmmoms): Project Manager Review: Date: Page 1sor1r ocumentam : eDocument erose /rtacl., Sample Condition Upon Receipt Form May 30,2018 �. a..0�.+ .,tir• ocurnent 0.: Issuing 0 orrdy: F-FL-C-007 rev VA Pace Florida Quality Office 05 Project# PM: CTR Due Date: 08/02/21 Date and Initials of person: Project Manager; CLIENT: 36—NUTTEN Examining contents: Label: Client: Deliver: 1,� PH: Thermometer Used: V Date: Time:V V Initials: State of rigin: [] For 7;e tainers verified to s�6°C Cooler#1 Temp.°C (Visual) (Correction Factor) tual) JQ Samples on ice,cooling process has begun Cooler#2 Temp.°C (Visual) (Correction Factor) tual) /❑ 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; W/ 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 E]N/A All containers needing acid/base preservation have been Preservation Information: checked. ❑Yes ❑No ❑N/A Preservative: All Containers needing preservation are found to be in Lot#/Trace#:_ compliance with EPA recommendation: ❑Yes ❑No ❑N/A Date: Tiny e.-- Exceptions: .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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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. REPORT OF LABORATORY ANALYSIS This report shall not be reproduced,except in full, without the written consent of Pace Analytical Services,LLC. Page 1 of 16 Pace Analytical Services,LLC aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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#: FLO1264 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#: LABO152 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 CERTIFICATIONS Project: 115 N. Federal Hwy Pace Project No.: 35655959 Pace Analytical Services National Washington Certification#:C847 A21-A-ISO 17025 Certification#: 1461.01 West Virginia Certification#:233 A21-A-ISO 17025 Certification#: 1461.02 Wisconsin Certification#:998093910 AIHA-LAP/LLC EMLAP Certification#:100789 Wyoming UST Certification#:via A21-A 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 08/20/21 08:46 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 Qual 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 aceAnal,tical 3610 Park Central Blvd N JI/� if Pompano Beach,FL 33064 www.pacelabs.com (954)58214300 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 u p0 z z z=zzzzzazzz z E zzzzz zz z z z z 0 V uJ b iq a5 N41 U' fJI ULL CL ,N 0 tlI H d.y d m 0 Q) LA .0 Li O S+i cJ uy U 3+1 fk N 15P k5 HLI ❑5 '� 7-u N .G° .y5 p P1 Fd tL 905 r au, � u ° 0 rl u 74 � � � � E Y E w e n�� �s � a q U n w U u-'I cn a r� E -q E p, a.fir m a c 4zs m •.� a 4- f- t- u o a ro u Gk SS tl1 N N °4-,i Gar S5'++ m a3.. t4 C 4F4 c++ 0 � di 0 0 n d3 ra E m E 0 L a7 �W W 0 4 Uri [7•ti +U' s3P O -4 U M w -a - � �..s0 > � A+�xa za �a � E `ta u � It ul w p s , , m , a V an m E U.r 5U k1 ; A O . Sv'S4 rr C f, _ 1 a m z 4) !- F- u U U U �`. = 0 H m G C' 10 Z-4 0 M XM P3 V 0 rs �. z. tar 0 0 43 0, ,a P,P' a. 0 + a > 45 m.0•.r n M v W m"q •li a U w -a t3 tU Cr U of �," 9R W r!} "G'S r>; ry o ;, m r a 0 ao,NHa o P C3� fl '. V O .+i w €� G •.i 415 Cu q5 va`tl MO LY 0 42 a 0 0 .43 a n +4 CLrtl ,a 0 2 0 O � +Q O ttg �4 �s ri ;ir a� m m d U LnU f LO Lnnr� p c.. r_ 05 Y w U ro U E u zINFIRM, �5 F ' NJ a� n L5 o ¢ w w c E a a a e 0 "- 0 6 __ =... o tn u5 c+ N a E m a � � d- !r _ ,� u u �'• OJ N �i� 91 d1 {3 c � u to IC m z � cuz 0-Z ru � m m m u c E c 0 CUc E 0 cr a' m yr mmi `° 3 fl- 'R t5 -c3 u ^ ^ .q' ^ c ?� u m ami V-1 VIN E a ._ C2 2 *) ea >, o K`v U E Q - S - u z ' ¢ u o CL a as E E E ,n ri '6 ?-W ~ `^ try d tom•• U o �,i o_ 'r3 U ® o c m Q u U v tj o ^ c ti u 0 x - o ao a E m u a " a IE E e v o E U v u Qj _0 _0 L]R3 Q �a } u o a m in ru E .. >. av �-a -� " c E E a ti \ E a n O 0 ' w k w Ec a s ro o 0 q 0 � m 0 � r E of 6 m � c o � � !fid v 130 6 u ¢ x U U a w U a 0 - U u 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 t CS E,c, 1 1i.�•. «1'CA /SOLATION: � � !�► F��'"e� c 1 k! ��v���/t � c�� �'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 b. 1Z 4 S) •lti�- r �► f �, �� ►' Z d zea S, �� �. Z _ 100 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) I 0tO(1-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 ° i• F Oq 0 0 fy d 1 z Ocell w a c v - ae z o a c moi+ C n g -Z `�`J '�i. ;�: (�, • t: ' V �Zz 0 E 8 ami Z � V CeJ 1 a � ✓ r o ci 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 Ai CY d � � a.! v a; e•n� ems`� � � „�)1 �.l °. E .c c � a ° � °1 a' w W O C V C Z c y V d �� .Em so N j �C V1 N N0 O E N UI L p . roEO vc�i d .cc L r � N �a { E E 'c `m L° ~ ami o 0 c iu m w N H U U U V v U tl O F� 2R S 2 2 2 cn (n �. Fes- F� H H . O O O G z Page 15 of 16 DocumentName; bocumeni Revised: as tirr /ytic��/` Sample Condition Upon Receipt Form May 30,2018 sswng ut on F-r i-fnn7 Pace Florida Quality Office Project# PFI F GTS 68,/20/21 Date and Initials of person: Project Manager: C�III�T'. —NUTTEN Examining contents: Label: Client: Deliver: PH' Thermometer Used: Date: Time: r } Initials: State of Origin: For WV projects,all containers verified to 56°C Cooter#1 Temp.° {Visual) (Correction Factor) (Actual) NSamples on ice,cooling process has basun Cooler#2 Temp.°C (Visual) (Correction Factor) (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.°G (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 ❑ Commercia/Pace ❑Other Shipping Method: Cl First Overnight ❑ Priority Overnight 0 Standard Overnight ❑ Ground ❑ International Priority ❑ Other Billing: I]Recipient ❑ Sender ❑ Third Party ❑ Credit Card ❑ Unknown Tracking# Custody Seat on Cooler/Box Present: ❑Yes No Seals Intact: ❑ Yes ❑No Ice: �t Blue Dry None Packing Material: ❑Bubble Wrap ( Bubble flags ❑None [I Other Samples shorted to lab(if Yes,complete) Shorted Date: Shorted Time: Qty: Comments: Chain of Custody Present es ❑No ❑NIA Chain of Custody Filled Out s ❑No ❑NIA Relinquished Signature&Sampler Name COC es C1 No ❑N/A Samples Arrived within Hold Time es ❑No ❑N/A Rush TAT requested on COC Yes ❑No CIN/A .( 1",.A. Sufficient Volume es ❑No f7N/A Correct Containers Used J2 Yes ❑No ❑NIA Containers Intact es ❑No ❑NIA Sample Labels match COC(sample IDs&dateftime of collection) s ❑ No ❑N/A All containers needing acid/base preservation have been Preservation Information: checked. ❑Yes ❑No /A Preservative: All Containers needing preservation are found to be in Lot#rTrace#: compliance with FPA recommendation: ®Yes ❑No IdINIA Date: Time: Exceptions:VOA,Coliform,TOC,O&G,Carbamates Initials: Headspace in VOA Vials?(}6mm): ❑Yes ❑No ❑Nf Trip Blank Present: ❑Yes ❑No NTA Client Notification]Resolution: Person Contacted: Date/Time: Cornmentsl Resolution(use back for additional comments): Project Manager Review: Cate: Page 16 of 16 1, puri 11\�s?s 1;¢f N ®r� 1 r RA CRA BOARD MEETING OF: May 10,2022 OLD BUSINESS AGENDAITEM: 13.C. SUBJECT: Update of Negotiations between the CRA and Affiliated Development, LLC for the 115 N. Federal Hwy Infill Mixed Use Redevelopment Project SUMMARY: Since February 1,2021,CRA staff and legal counsel has been diligently working with City staff and the Affiliated Development team on the teens 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 11). The Pierce offers 118 affordable units (50% of 236 total units) in an 8-story mixed use and mixed income development. Attachment III 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 (TI F)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 and have been updated to include discussions from the March 9, 2022 CRA Board meeting (see Attachments V-VI1).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 TIRFA Assignments are included as Attachme nts 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 TI F 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 100% TIF for 15 years from the CRA is the largest asking for TIF relative to other TIRFAs executed by the BBCRA(see Attachment XI 1). The recent MLK Jr. Boulevard Mixed Use(d/b/a Heart of Boynton Village Apartments, LLC)project, a Low Income Housing Tax Credit(LI HTC)project, is the only other project receiving 100%of TI F but is capped at$1.6 Million for 15 years for all of its 124 units.As a LI HTC project,the maintenance of affordability duration is an initial 50 years,after which the owner has the option to refinance but the units would remain affordable. 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 C RA deferred the decision on the lease terms to the City since the lease will survive the CRA's existence.City Commission approval will be required for the disposition of the land below market value. UT the three Agreements,the FlarKing Lease Agreement is the least developed since it was received on February 24,2022,Tor review and had other terms which will need to be negotiated with the City. City and CRA comments have been incorporated into the latest Parking Lease Agreement and CRA legal counsel had discussions with Affiliated's legal counsel prior to the March 9,2022 CRA Board meeting. March 9,2022 CRA Board Meeting After lengthy discussions and hearing public comments at the March 9, 2022 CRA Board meeting, the Board voted to table the item since the Board felt decisions on this project should not be rushed. The Board directed CRA staff to continue negotiations with Affiliated to the best interests of the CRA and community. CRA Staff and legal counsel met with Affiliated on March 10,2022,and have updated all documents(see Attachments I I la and V-VI1) to reflect the Board's March 9,2022 discussions. However,the CRA Board has discretion to amend any and all terms and conditions of these documents.The following items remains to be considered: 1. The total amount of CRA funding to Affiliated's gap financing for the maximum number of affordable units to be preserved with the longest affordability period (beyond 15 years proposed by Affiliated)and the funding of the 150 public parking spaces in addition to the project's required residential and commercial parking spaces. 2. How long should the Reverter Agreement remain in place to secure the public interest - Until beyond commencement of construction or after completion of construction? 3. Requiring Board approval for the assignment of the TI F from the project to an entity not owned by the principals of Affiliated after project completion. The combined comments for the Parking Lease Agreement were provided in a redlined format and forwarded to Affiliated on April 6, 2022. Staff anticipates this will require a little more work prior to Board execution and may also require City Commission approval to assume the CRA's obligations after its sunset in 2044. April 12,2022 CRA Board Meeting At the April 12,2022 CRA Board meeting,the item was tabled to allow new CRA Board members Angela Cruz and Tom Turkin time to review the supportive documents to make an informed decision. BACKGROUND: 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 C RA Board CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Terms Sheet as presented and direct staff and legal counsel to revise the Purchase and Development Agreement, TIRFA, 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, TIRFA, 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 Attachment I-115 N.Federal Highway Highway Infill Mixed-Use Redevelopment Project Requestfor Proposals and Developer Qualifications Attachment II-Addenda D Attachment III-The Pierce TIF Unit Mix,Income Categories,and Pricing D Attachment Ilia-The Pierce TIF Unit Mix,Income Categories,and Pricing Revised after March 9,2022 CRA Board Meeting D Attachment IV-The Pierce Project Elements Comparison Chart D Attachment V-The Pierce Draft Purchase and Development Agreement Revised from March 9,2022 CRA Board Meeting D Attachment VI-The Pierce Draft TIRFA Revised from March 9,2022 CRA Board Meeting D Attachment VII-The Pierce Draft Parking Lease Agreement dated 4-6-22 D Attachment Vill-The Pierce TIRFAand PD Summary of Terms Sheet D Attachment IX-Discussion on Draft 115 N.Federal Highway RFP-RFQ and 7-13-21 Meeting M inutes D Attachment X-Discussion on TIRFAAgreements and 4-13-21 Meeting Minutes D Attachment XI-The Pierce Uses and Sources Chart D Attachment XII-Summary of TIR 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 (� � lD lD lD +' 'E M M M 0 D N N N a- (6 Y W Ln Ln 4- CO r-I r-I N � G QJ CO CO 00 r-I r-I L I- r-I O Q O O LL_ O H O O Q Q cxC O Z Z iJ? 3 00 Q LnM > � Q Q \o Ln M Ln LL C --- � N � � Z Z c W N C o Ln M Ln ~ Ln O O O o � O r-I c_ G7 C N fC ++ W O Ol Ln -I O W 4- Q QJ A 0 00 0 0 0 0 0 0 Ln 0 0 Ln Ln M y Ln M Q 0 o Q L L Ln M Q Ln M Q rl r-I M r-I r-I M L L L L L L co co co co co O O O w O O O IA O O O N O O O w O O O N O O O m v o v o a v w a rn omo' v o n mw v T m m N 7'Y of l0 N N 7'Y of n of m >'Y N Ol Ln t c� n a a v, t c� T '^ t c M a m n .n cC C C C O Pl Pl oo O Pl Pl I, O Pl Pl a) v n oo w v n m w v n m m N N M N = N N M N = N N M N O O M IA y y O y C C C l0 of C oo O l0 m m n N l0 m w .--I rl N N N c-I lD l0 M N N N C C C 3 C N N O N oo O of of N w l0 oo M oo l(1 Pl oo m n Pl N a) C o l0 n L(1 Ci C o lC M l P% C a of O C tvl n d O O of m e d O N N Gi 1' N l0 .-I .-I a) 1' N C v}v} IA 1' N v}v}v}vF L a L a L a O p O p O p V7 Do N: V7 oo N: V7 Do N: N N w O'.: N S31 N of N o) N 0 o a o co o a o o o 'r O � r ' c N C uk i/?il}.. c N C uk i/T il}.. c N C uk i/?il}..N < O. 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Y Vr. a a a n c-I c-I m M .--I .-I m o c-I o a-I ul n. rv1: o "!LD as N 3 a O C C OC Ln P m P of u — uu u— uu O� u — z n. .� m a` o z v N za a za a za a Z o r o .-I N N c c-I N N -Q 7r N N a t a ry�j t a A t uj m - tOYf m - m 9 N NO a i m a i m a i `° 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 111,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 3'd 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 m603622 PURCHASER's Initials: SELLER's Initials: W6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 20 with Section 163.380,Florida Statutes,in proceedingwith the sale of the Propertyto 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 m.,, '"` p^ �r I 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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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 1 and Phase 11 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 coveringthe Propertyand proposingto 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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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, m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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,exceptthe 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. m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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, m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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 3'd 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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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. m603622 PURCHASER's Initials: SELLER's Initials: N6036n-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. 19inten+,„w@n„De4e+„,t PURCHASER shall assume the rights and make best efforts to perform all obligations of the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY described in Section 21 of the Purchase and Sale Agreement between the SELLER and 500 Ocean Properties,LLC,attached hereto as Exhibit f L 20. LEASES/RELOCATION. 20.1. At Closing, the following leases shall be assigned in their entirety to PURCHASER(the"Leases"): • 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 currenttenant 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 Commented[ST1]:Need todefine eommerezal between demolition of the HA Tenant's current premises and construction and delivery of HA reasonableness Tenant's new premises within the Project. 21. DEVELOPMENT TIMELINE. The following events must occur and 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. m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 20 21.1 Submission of application to the City for site plan approval within one hundred eighty(180)days from the Effective Date. 21.2 PURCHASER shall diligently and continuously pursuing site plan approval and all other required Land Use Approvals until the same are lissuedl. commented[ST2]:Need better language for deadline for Land Use approval.Or else there will be approximately 4.5 21.3 Approval of the construction loan in an amount sufficient to develop the years for commencement of construction and no date for completion.Will need following: Project on or before Closing. PURCHASER shall provide SELLER verifiable documentation 1.Deadline for site plan approval necessary to evidence that financing has been obtained for construction of the Project, 2.Deadline for building permit application within ten (10) days of receipt of such approval by the PURCHASER and no later than 3.Deadline for permit issuance 4.Deadline for completion of construction 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 thrqq two (;2)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 both of the following have occurred: PURCHASER has provided adequate proof of a financial closing, and PURCHASER has actually begun construction activities, including demolition, site clearing, excavation, utility relocation consistent with the City Code and all applicable permits " T,where such that construction activities will continue on a consistent basis to complete construction of the Project. For purposes of this Section, a "financial closing" means the date on which all financial agreements and loan documents for the financing of the Project through completion have been executed and all required conditions contained in such financial agreements and loan documents have been satisfied,as determined by the Lender and PURCHASER. 21.6 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. 22. Intentionally Deleted. m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 20 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 commented[ST3]:still didunder dkeuwon as to how pursuant to the timeline set forth in Section 21.5 hereof. In the event the SELLER exercises its long should reverter remain in effect(commencement or right of reverter, SELLER shall pay to PURCHASER: (i) the Purchase Price of the property as set completion of construction). 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 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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 20 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 a mendment 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 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. m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 20 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 that would remain in effect beyond Closing 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 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(Events of Force Majure), 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.PURCHASER shall notify SELLER within 90 days of the onset of the Event of Force Majure if PURCHASER intends to invoke this Section of the Agreement; otherwise, PURCHASER's rights under this Section shall be deemed waived for that Event of Force Majure. 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; m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 20 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. 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: m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 20 WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 20 EXHIBIT"A" LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcell: Physical Address: 508 E.Boynton Beach Blvd,Boynton Beach,FL Parcel#: 08434528030010060 Parcell: Physical Address: NE 4 1 h St,Boynton Beach,FL Parcel#: 08434528030010080 Parcel 3: Physical Address: NE I"Ave.,Boynton Beach,FL Parcel#: 08434528030010100 Parce 14: 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 Parcell: Physical Address: 529 E.Ocean Ave.,Boynton Beach,FL Parcel#: 08434528030060120 m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 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),or PURCHASER has not provided adequate proof of a financial closing by Formatted:Highlight such date,the Property shall revert to and thereafter become fee simple real estate owned by the Formatted:Hghfight 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 m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 20 commercial bank or similar lender intended to fund the construction and development of the 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: m603622 PURCHASER's Initials: SELLER's Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 20 EXHIBIT C CONCEPTUAL DESIGN PLANS m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 23 of 20 SCHEDULE 9.7 FORM OF TENANT ESTOPPEL TENANT ESTOPPEL CERTIFICATE 2022 BB QOZ,LLC 613 NW 3PD AVE.,STE 104 Fort Lauderdale,FL 33311 [LENDER INFO TO BE PROVIDED] [ 1 [ 1 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 m603622 PURCHASER's Initials: SELLER'S Initials: N6036zz-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 24 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 parry 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. m603622 PURCHASER's Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 25 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: m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 26 of 20 ANNEX 1 To Tenant Estoppel m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 PURCHASE AND DEVELOPMENT AGREEMENT Page 27 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 [ I (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 [ l By: Name: Title: m603622 PURCHASER'S Initials: SELLER'S Initials: N6036n-4 259374v8 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 Funding 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 (as more fully described in the TIRFA), 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 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 delivered to 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. 01671768-1 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 twelve (12) months subject to the prior written approval of SELLER, which written approval shall not be unreasonably withheld, conditioned, 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 (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) 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 shall have the 01671768-1 2 right to access the Property, at any time and from time to time with at least two (2) days notice to SELLER and so long as said access does not result in a business interruption, from the time period commencing at the end of the Feasibility Period and continuing until Closing. 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 or access 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) yea r. 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$5,500,000.00 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 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 01671768-1 3 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 an ALTA 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 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 at PURCHASER's sole and absolute discretion. 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, 01671768-1 4 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 PURCHASER 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) and any additional leases entered into with SELLER's consent pursuant to Section 23.13. 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 Exhibit "C" 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, structure, or site condition 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 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. SELLER shall use good faith efforts to satisfy the Conditions to Closing that are within the control of SELLER. 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"), meeting all requirements of this Agreement, conveying to PURCHASER valid, 01671768-1 5 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. 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 "D" Schedule 10.5. 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 Exhibit "E" Schedule 10.6. 10.7 Leases and Service Contracts. Originals, or, if unavailable, copies, of the 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. 01671768-1 6 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. Any Delinquent Amounts received by SELLER after Closing that are attributable to the period after the Closing Date shall be promptly paid over to PURCHASER. 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, 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 for the construction or development of the Project (the "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. 01671768-1 7 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 "F", 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. 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. 01671768-1 8 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, 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: 01671768-1 9 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 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 the City of Boynton Beach 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 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. Notwithstanding the foregoing, in the event PURCHASER's 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 SELLER of written notice by such Lender that it desires, in Lender's sole and absolute discretion, to be assigned this Agreement and to assume all of the rights and obligations of the PURCHASER under this Agreement. The notice must be received within ninety(90) days of such Lender taking possession of or becoming the record owner of the Property. 01671768-1 10 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 amount of 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. EXISTING OBLIGATIONS. PURCHASER shall assume the rights and make best efforts to perform all obligations of the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY described in Section 21 of the Purchase and Sale Agreement between the SELLER and 500 Ocean Properties, LLC, attached hereto as Exhibit "G." 20. LEASES/RELOCATION. 01671768-1 1 1 20.1. At Closing, the following leases, to the extent such leases remain in effect, shall be assigned in their entirety to PURCHASER (the "Leases"): • 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 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,to the extent practicable,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 DEADLINES. The following events must occur and be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Deadlines"). 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 Deadlines, which include, without limitation, the Land Use Approvals. PURCHASER's obligations under this Section shall survive Closing. 21.1 Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. For purposes of this section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any later request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of PURCHASER to comply with the requirements of this Section. PURCHASER may extend the deadline for submission of application to the Cityfor site plan approval by no more than sixty (60) days, subject to prior, written approval of the SELLER at SELLER's sole and reasonable discretion. 21.2 PURCHASER shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. Notwithstanding the provisions of Section 13.3, PURCHASER shall have sixty (60) days to cure after receipt of notice of default of this Section 21.2. 01671768-1 12 21.3 PURCHASER shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. 21.4 PURCHASER shall provide SELLER with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon SELLER's request therefor. No later than Closing, PURCHASER shall provide adequate proof of Financial Closing (defined below), including verifiable binding documentation, to the SELLER. 21.5 Commencement of Construction shall occur within two (2) years of the Closing Date pursuant to the terms of this Agreement. Notwithstanding anything to the contrary herein, PURCHASER may extend the deadline for Commencement of Construction 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 Commencement of Construction. "Commencement of Construction " mean the date when both of the following have occurred: (i) PURCHASER has provided adequate proof of a financial closing, and (ii) PURCHASER has actually begun construction activities, including demolition, site clearing, excavation, and/or utility relocation consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. For purposes of this Agreement, a "Financial Closing" means the date on which all financial agreements and loan documents for the financing of the Project through completion have been executed and all required conditions contained in such financial agreements and loan documents for the commencement of funding have been satisfied, as determined by the Lender and PURCHASER. 21.6 PURCHASER shall ensure that the groundbreaking ceremony will occur prior to or simultaneously with the Commencement of Construction. 21.7 Completion of Construction, defined as receiving a temporary certificate of occupancy, within thirty-six (36) months of Commencement of Construction; provided, however, PURCHASER shall have the right to extend the deadline for Completion of Construction for one (1) period of twelve (12) months subject to receipt of written approval from the SELLER, which approval shall not be unreasonably withheld, conditioned or delayed, provided PURCHASER is using good faith efforts and due diligence to achieve Completion of Construction. After receipt of a temporary certificate of occupancy, PURCHASER shall use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. PURCHASER shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. 21.8 PURCHASER shall ensure that a ribbon cutting ceremony will occur prior to occupancy of the residential portion of the Project. 01671768-1 13 21.9 PURCHASER, upon thirty (30) days prior notice from SELLER, shall make a presentation to SELLER at a regularly scheduled meeting of the SELLER's Board meetings, or at such other meeting as the parties may agree, no less than annually, beginning at one (1) year after the Effective Date and ceasing after the presentation following Completion of Construction. In addition, PURCHASER shall provide a written report once every three months, which shall be presented to the SELLER's Board (with or without PURCHASER'S participation) at the next regularly scheduled public meeting. Such presentation and written reports shall include photographs and an update on the progress of obtaining Land Use Approvals, status of construction, compliance with any deadlines, terms, and provisions of this Agreement, and such other information reasonably requested by the SELLER to determine compliance with this Agreement. PURCHASER agrees to promptly reply to any inquiries of the SELLER's Board concerning the progress 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 Completion of Construction, at which point the Reverter Clause shall automatically terminate. SELLER shall have the right to exercise its right of reverter if construction does not occur pursuant to the deadlines set forth in Sections 21.3, 21.5, and 21.7 hereof, including all subsections thereto. Notwithstanding the provisions of Section 13.3, in the event SELLER expresses intent to exercise the right of reverter based on PURCHASER's default for failure to comply with the provisions of Section 21.3, SELLER shall first notify PURCHASER of SELLER'S intent to exercise the right of reverter, and SELLER shall have sixty (60) days from delivery of the notice during which to cure the default and provide evidence of same to SELLER. 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 verifiable out-of-pocket predevelopment and development costs incurred by PURCHASER between the first Land Use Approval and the time of default 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 "H." In the event PURCHASER enters into a loan with a Lender, the SELLER shall enter into a subordination agreement to subordinate the Reverter Agreement and the rights of reverter in this Agreement to the lien(s) and security interest(s) of Lender in a form and substance satisfactory to such Lender and determined to be satisfactory by the SELLER, which determination shall not be unreasonably withheld. Upon the Completion of Construction, the SELLER agrees to promptly issue a recordable letter acknowledging the release of the reverter rights described herein. On or prior to Closing, PURCHASER shall execute an assignment of proceeds to the benefit of the SELLER (the "Assignment of Proceeds"), which Assignment of Proceeds shall provide that if PURCHASER does not achieve Completion of Construction and Lender forecloses on the Project,then PURCHASER shall assign to SELLER the proceeds it receives 01671768-1 14 from Lender up to an amount equal to the greater of the fair market value of the land value of the Property only (i.e. determined as if the Property was unimproved) as of the date of the foreclosure and the fair market value of the land as of the Effective Date. If the SELLER and PURCHASER cannot agree upon the fair market value as of either or both dates described above (either of which may be referred to as a "Fair Market Value" in this Section), each of SELLER and PURCHASER shall hire an MAI-certified appraiser with a minimum of ten (10) years' experience appraising vacant land in the Boynton Beach, Florida area (an "Independent Appraiser"). Each Independent Appraiser shall submit its determination of the Fair Market Value within sixty (60) days after being engaged by SELLER and PURCHASER. If the Fair Market Values of the two Independent Appraisers are within five percent (5%) of the same value, then the average of the values shown on the two appraisals shall be determinative as the Fair Market Value. If the two appraisals are not within five percent (5%) of the same value, then the two Independent Appraisers shall select a third Independent Appraiser which shall be instructed to determine the Fair Market Value; provided, that the third Independent Appraiser shall also be directed to determine a Fair Market Value that shall not be greater than the higher nor less than the lower of the Fair Market Values determined by the first two Independent Appraisers. Within fifteen (15) days after its appointment, the third Independent Appraiser shall submit its determination of the Fair Market Value, and such Fair Market Value shall be determinative. The Assignment of Proceeds shall automatically terminate as of the Completion of Construction. 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 observed by the City of Boynton Beach 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. 01671768-1 15 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 provisions of this Section shall apply to any amendment of this Agreement. 23.6 Intentionally Deleted. 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 amount of 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. 01671768-1 16 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 that would remain in effect beyond Closing 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 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 (Events of Force Majeure), 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. PURCHASER shall notify SELLER within 90 days of the onset of the Event of Force Majeure if PURCHASER intends to invoke this Section of the Agreement; otherwise, PURCHASER's rights under this Section shall be deemed waived for that Event of 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; 01671768-1 17 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. 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. Signatures on following page. The remainder of this page was intentionally left blank. 01671768-1 18 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: Ty Penserga Title: Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney 01671768-1 19 EXHIBIT "A" LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 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. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel#: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28,Township 45 South, Range 43 East,according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 15t Ave., Boynton Beach, FL Parcel#: 08434528030010100 Lots 10, 11 and West Yz of Lot 12, Block 1,ORIGINALTOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida,according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel#: 08434528030060010 Lots 1, 2,3,4,5,6 and 7, Block 6,ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5'of Lots 5 and 7,and the West 5'of Lot 7,and existing right- of-way for U.S. Highway#1;together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet(Ocean Avenue R/W), Block 6,TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 01671768-1 20 Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01671768-1 2 1 EXHIBIT "B" Tax Increment Revenue Funding Agreement 01671768-1 22 EXHIBIT "C" 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. 01671768-1 23 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 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. 01671768-1 24 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: 01671768-1 25 ANNEX 1 To Tenant Estoppel 01671768-1 26 EXHIBIT "D" SCHEDULE 10.5 FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES ASSIGNMENT AND ASSUMPTION OF LEASES This Assignment and Assumption of Leases, Rents and Deposits (this "Assignment") is entered into effective as of , 20 (the "Effective Date")by and between the Boynton Beach Community Redevelopment Agency ("Assignor"), and [ ] ("Assignee"). WHEREAS, Assignor, as Seller, and Assignee, as Purchaser, are parties to that certain Purchase and Sale Agreement dated as of (the "Purchase Agreement"), providing for the sale by Assignor to Assignee of the real property described on Exhibit A attached hereto (the "Property"); and WHEREAS, Assignor is the holder of the landlord's interest under the leases and related documents as listed on Exhibit B attached hereto(collectively,the "Leases"),which Leases affect the Property; and WHEREAS,Assignor desires to assign to Assignee all of Assignor's right,title and interest in, to and under the Leases; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor's right, title and interest in, to and under the Leases, including without limitation all of Assignor's right, title and interest in and to any security, cleaning or other deposits and in and to any claims for rent, arrears rent or any other claims arising under the Leases against any of the tenants thereunder or any sureties thereof. Assignee hereby assumes and agrees to pay all sums, and perform, fulfill and comply with all covenants and obligations,which are to be paid,performed, fulfilled and complied with by the landlord under the Leases arising from and after the Effective Date. 2. Indemnification. Assignee will indemnify, defend and hold harmless Assignor from and against all liabilities, obligations, actions, suits, proceedings, claims, losses, costs and expenses (including without limitation reasonable attorneys' fees and costs) arising as a result of any act, omission or obligation of Assignee, as the landlord under the Leases, which arises or accrues with respect to any of the Leases on or after the Effective Date. Assignor will indemnify, defend and hold harmless Assignee from and against all liabilities, obligations, actions, suits, proceedings, claims, losses, costs and expenses (including reasonable attorneys' fees and costs) arising as a result of any act, omission or obligation of Assignor, as the landlord under the Leases, which arose or accrued with respect to any of the Leases prior to the Effective Date; provided however, such indemnification shall not exceed two hundred and fifty thousand dollars ($250,000) 01671768-1 27 and nothing in this Assignment shall be deemed a waiver of Assignor's rights of sovereign immunity. 3. Miscellaneous. The terms and conditions of this Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State in which the Property is located. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed by their duly authorized and empowered representatives as of the Effective Date. ASSIGNOR: ASSIGNEE: 1 11 1 11 a [ ] a [ ] By: By: Name (Print): Name (Print): Title: Title: 01671768-1 28 EXHIBIT A LEGAL DESCRIPTION 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 30 of 35 EXHIBIT B LEASES 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 31 of 35 EXHIBIT "E" 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: 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 32 of 35 EXHIBIT "F" Tenant List 1. Freddie Brinley - 517 % E. Ocean Avenue, Apt. 5 2. Harvey E. Oyer, Jr., Inc. d/b/a Oyer Macoviak and Associates - 511 E. Ocean Avenue 3. Cafe Barista, Inc. d/b/a Hurricane Alley- 527, 529 & 531 E. Ocean Avenue 4. Florida Technical Consultants, LLC- 533 E. Ocean Avenue, Suites 2 & 3 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 33 of 35 EXHIBIT "G" Purchase and Sale Agreement between Boynton Beach Community Redevelopment Agency and 500 Ocean Properties, LLC 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 34 of 35 EXHIBIT "H" 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 attached hereto ("Purchase and Development Agreement"). C. The Deed shall provide that: (i) if the PURCHASER fails to meet the deadlines set forth in Sections 21.3, 21.5, and 21.7 of the Purchase and Development Agreement, subject to applicable notice and cure periods, then, if SELLER exercises its right of reverter, the Property shall revert to the SELLER; and (ii) upon the Completion of Construction (hereinafter defined)the Deed shall be automatically unencumbered by the right of reverter. 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 Project in accordance with the terms of the Purchase and Development Agreement by no later than the time period set forth in Section 21.7 of the Purchase and Development Agreement of even date herewith (the "Construction Completion Date"). 2. Subject to Section 3 hereof, in the event the deadlines provided for in Section 21 of the Purchase and Development Agreement, or Completion of Construction as provided for in Section 21.7, are not timely met (unless extended pursuant to the terms of the Purchase and Development Agreement), and if SELLER elects to exercise its right of reverter, 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, 01671765-1 PURCHASER's Initials: SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 35 of 35 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 Improvements, the SELLER shall enter into a Subordination Agreement to subordinate this Reverter Agreement and the rights of reverter in the Deed and the Purchase and Development Agreement in form and substance satisfactory to such lender and determined to be satisfactory by the SELLER, which determination shall not be unreasonably withheld, conditioned, or delayed. Upon the Completion of Construction, 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: Ty Penserga Title: Title: Chair Date: Date: 01671765-1 PURCHASER's Initials: SELLER's Initials: 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,4th floor,Boynton Beach,Florida 33435, and BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3'd 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. 01605001-8 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 Rpach Q;i-int, Ape@ media.. Devel.r.,,ent er the City of Boynton Beach Area Median Income,as set forth and published each year by the City of Boynton Beach, unless required ^� �'^+� ,-�i.n.ed by the Lender to mean Palm Beach County Area Median Income,as set forth and published each year by the Department of Housing and Urban Development. 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 both of the following have occurred:PURCHASER has provided adequate proof of a Financial Closing, and PURCHASER has actually begun construction activities, including demolition, site clearing, excavation, utility relocation consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. „f the o,„j„^+ 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. 01605001-8 2 259073v8 2.8 "Land Use Approvals"shall mean all required site plan,zoning,platting/repIatting 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. 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 forthe 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(hereinafterthe"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. �Co-,-..t.d[ST1]:Need deadlines for site plan approvals, mt application,permit issuance(LU approvals) 3.2.2 Developer shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. 01605001-8 3 259073v8 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. 3.2.4 Intentionally deleted. 3.2.5 Construction Commencement within two (42)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 AM I; • 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; 01605001-8 4 259073v8 • 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. • �he units shall be built consistent with the Table attached hereto as Exhibit"MI Commented[KR2]:Per March Meeting,add specific provision that the tiers will include a variety of types(so that Developer cannot,for example,use only one-bedroom units 3.3.1.2 On the date of the Financial Closing,the Developer will record a to meet the tiering requirements). 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 additienal "^ years following the expiration of the 1piti l Af t;Fd&b44y T, F in perpetuity. 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,i^ ^rm " (the"CRA Spaces"), in the form of a lease acceptable to the City of Boynton Beach and the CRA, reflecting a zero dollar lease payment in perpetuity, plus a pro rata share of acceptable operation and maintenance costs.The CRA Spaces shall be 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 between Commencement of Construction and Completion of Construction,at a venue within the City of Boynton Beach; 01605001-8 5 259073v8 • Use commercially reasonable efforts to participate in job fairs within 15 miles of the City when notified of such job fairs by CareerSource Palm Beach County or such other entity as the CRA may designate from time to time. • Include requirements in all contracts with contractors that the contractors use #+commercially reasonable 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.Developer will analyze the feasibility of using the chilled water services offered by the District Energy&@PAr^&Facility located in the Town Square complex 4.3 Green Wall.Developer shall use commercially reasonably efforts to incorporate a green wall into the wall of the parking garage associated with the Project consistent with City code. 4.4 Electric Vehicle Charging Stations.Developer shall install a minimum of two(2) electric vehicle charging stations,which must be Level 2 or higher,in the CRA Spaces,and in addition,Developer shall install conduit to allow the CRAto fund and install additional electric vehicle charging stations in the CRA Spaces. Section 5. 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: 01605001-8 6 259073v8 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 paymentsfor such calendaryear 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. 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^^^hi A&P-'ninety five percent(-1950%)of the Tax Increment Revenue,for a fifteen (15)year term not to exceed a total of five million dollars($5,000,000.00 hichca car ppmca L +I ),�"' " Commented[ST3]: I hk k still under cLkcuwon. commencing on the last day of the yearthat 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 01605001-8 7 259073v8 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 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 p 01605001-8 8 259073v8 Attention:Jeff Burns&Nicholas Rojo 613 NW 3'd 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 Developerfails 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 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 01605004-8 9 259073v8 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 Commented[ST4] FhkmIIsd I I need Board direction. Completion of Construction,this Agreement may only be assigned by Developer to an entity that Board direction from April 2021(see minutes). Board wants is managed by Developer's key principals,Jeff Burns and Nicholas Rojo, or Lender pursuant to to be able to review to assess if developer still needs TIF Developer's loan documents with Lender,and provided that any assignee hereto shall specifically reimbursement prior to future assignments after project completion. 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 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 01605004-8 10 259073v8 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 fl.us. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations,of any kind or nature,oral or written,concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution,this Agreement may be executed in as many counterparts as may be convenient or required, each 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. 01605004-8 11 259073v8 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 understandthat 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, parking,and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 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 01605004-8 12 259073v8 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. 01605001-8 13 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 01605001-8 14 259073v8 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, 4"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. 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: 01649149-5 1 2.1. Adequate Proof of Financial Closing shall consist of verifiable binding documentation for the Project necessary to evidence that financing has been obtained for the construction of the Project through completion. 2.2. Area Median Income ("AMI") shall mean the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, unless required by the Lender to mean Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development. 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. 2.3. "Base Year" for determining Tax Increment Revenue from the Project shall be the year prior to Commencement of Construction (hereinafter defined). 2.4. "City" means the City of Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Construction Commencement" means the date when both of the following have occurred: (i) Developer has provided Adequate Proof of Financial Closing, and (ii) Developer has actually begun construction activities (including demolition, site clearing, excavation, and/or utility relocation) consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. 2.6. "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. 2.7. "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.8. "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 for the commencement of funding have been satisfied, as determined by Lender and Developer. 2.9. "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. 2.10. "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. 01649149-5 2 2.11. "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.12. "Purchase Agreement" means that certain Purchase and Development Agreement by and between the CRA, as seller, and Developer, as purchaser, dated of even date herewith. 2.13. "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, that is attributable to the Project. Section 3. Developer's Obligations and Covenants. 3.1 Construction of the Project. Developer shall 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"). In the event of a conflict between the Proposal and this Agreement, this Agreement shall control. 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" except as revised pursuant to this Paragraph.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), or 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 Deadlines. 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 Deadlines").At all times afterthe Effective Date,the CRA shall cooperate with Developer using good faith and due diligence to facilitate and expedite Developer's satisfaction of the Project Deadlines, 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. For purposes of this Section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any later request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of Developer to comply with the requirements of this Section. Developer may extend the deadline for submission of application to the City for site plan approval by no more than sixty (60) days, subject to prior, written approval of the CRA at the CRA's sole and reasonable discretion. 01649149-5 3 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 submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. 3.2.4 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. No later than the Closing Date (as defined in the Purchase Agreement), Developer shall provide Adequate Proof of Financial Closing to the CRA. 3.2.5 Commencement of Construction within two (2) years of the Closing Date pursuant to the terms of the Purchase 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 Developer shall ensure that the groundbreaking ceremony will occur prior to or simultaneously with the Commencement of Construction. 3.2.7 Completion of Construction within thirty-six (36) months of Commencement of Construction; provided, however, Developer shall have the right to extend the deadline for Completion of Construction 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 provided Developer is using good faith efforts and due diligence to achieve Completion of Construction. 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. Developer shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. 3.2.8 Developer shall ensure that a ribbon cutting ceremony will occur prior to occupancy of the residential portion of the Project. 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. 01649149-5 4 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: 23.1% of the total rental units to tenants that earn up to 100%of the AMI; • Tier Three: 23.1% of the total rental units to tenants that earn up to 120% of the AMI; and • 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. • The units shall be rented to tenants in compliance with fair housing laws. Developer shall not segregate units based on income levels. When not in contravention of such laws, Developer will not designate all affordable unit to be in the same Tier and will attempt to designate a variety of unit types as affordable units. 3.3.1.2 On the date of the Financial Closing,the Developer will record a Restrictive Covenant containing the Affordability Requirements (the "Restrictive Covenant"), which shall remain in effect for the Restricted Units for a period of 15 years following Completion of Construction (the "Initial Affordability Term"). At the conclusion the Initial Affordability Term, the Restricted Units subject to the Restrictive Covenant shall reduce from 50%of the total rental units to 30% of the total rental units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) for an additional 15-year period (30 years total following Completion of Construction). The Restrictive Covenant shall also provide that 10% of the Restricted Units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) shall remain subject to the Affordability Requirements in perpetuity.The Restrictive Covenant shall be in a form approved bythe CRA and Lender. 3.3.2 A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail and office). 01649149-5 5 3.3.3 A minimum of 150 public parking spaces in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Project, which shall be located in a parking garage to be constructed by Developer and which shall remain open to the public in perpetuity pursuant to a lease agreement to be executed between the Parties, (the "CRA Spaces"), in a form substantially similar to the lease attached hereto as Exhibit "D." Although the CRA Spaces are separate from the parking spaces that are designated for the residential and commercial uses, and shall not be designated by Developer for association with the residential or 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.lob Fairs,and Apprenticeship. Prior to and/or during the construction of the Project, Developer shall use commercially reasonable efforts to: • Host two (2)job fairs, between Commencement of Construction and Completion of Construction, at a venue within the City of Boynton Beach; • Participate in job fairs within 15 miles of the City when notified of such job fairs by CareerSource Palm Beach County or such other entity as the CRA may designate from time to time; • Include requirements in all contracts with contractors that the contractors use commercially reasonable 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 (hereinafter defined). 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. Developer will analyze the feasibility of using the chilled water services offered by the District Energy Facility located in the Town Square complex. 4.3 Green Wall. Developer shall use commercially reasonably efforts to incorporate a green wall into the wall of the parking garage associated with the Project consistent with City code. 4.4 Electric Vehicle Charging Stations. Developer shall install provisions to accommodate a minimum of two (2) electric vehicle charging stations of charging type Level 2 or higher, in the CRA Spaces, and in addition, Developer shall install conduit (pipe) to allow the CRA to install additional electric vehicle charging stations in up to 15 of the other CRA Spaces, the 01649149-5 6 specific number and location of spaces to receive such conduit to be mutually agreed to by the Parties prior to finalization of construction plans for the parking associated with the Project. Section 5. 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 and must meet all requirements for the Annual Performance Report contained in this Agreement. Further, Developer shall, at any time requested by the CRA but not less than once per calendar year, 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. 01649149-5 7 Section 6. Tax Increment Revenue. 6.1 Formula and Term. 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 ninety-five percent (95%) of the Tax Increment Revenue, for a fifteen (15) year term, not to exceed a total of seven million dollars ($7,000,000.00) ("TIR Cap"), commencing on the last day of the year that all of the following conditions are met ("TIR Term"): A. The Developer has achieved Completion of Construction; 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. 01649149-5 8 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 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 Yd 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 and such cure can be completed within the same calendar year. 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-year TIR Term, or 3) if Developer fails to 01649149-5 9 Commence Construction or Complete Construction of the Project as required herein (unless such time period is extended by the CRA or this Agreement is assigned to Lender pursuant to the terms of this Agreement). 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 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. Such assignment may be made without further consent of the CRA; however, Developer shall provide notice to the CRA within 30 days of such assignment. After Completion of Construction, provided Developer is not in default under this Agreement,this Agreement may be assigned by Developer to any third party with the consent of the CRA, which consent shall not be unreasonably withheld, conditioned, or delayed, provided however, that such assignment shall not be effective unless (a) the Developer delivers written notice to the CRA at least thirty (30) days prior to the assignment, (b) the third party assignee demonstrates to the reasonable satisfaction of the CRA that the balance of the Tax Increment Revenue is required to maintain the Affordability 01649149-5 10 Requirements, and (c) the assignee shall specifically assume all of the obligations of the Developer under this Agreement. Notwithstanding the foregoing, in the event Lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to Lender upon receipt by the CRA of written notice by Lender that it desires, in Lender's sole and absolute discretion, 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 Lender taking possession of or becoming the record owner of the Property. 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 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 Agreement term and following 01649149-5 11 completion of the Agreement if 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 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 Agreement, 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 Agreement, 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUTTT@bbfl.us. 10.8. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each 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 01649149-5 12 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, parking, Affordability Requirements, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. 10.17. Minor Modifications. The CRA Executive Director, shall administratively amend this Agreement (without requirement of CRA board approval) as may be reasonably required by the Lender, provided that such amendment does not pertain to or impact any material term of this Agreement and is for the purpose of complying with Lender requirements in order to effectuate Financial Closing. If any required amendment bythe 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. For purposes of this paragraph, the term "material term" shall include all terms and provisions in Sections 3,4, 5, 6, 8, 9, 10.1, 10.2, 10.3, 10.4, 10.7, 10.16, 10.17, and 10.18, (including all subsections thereunder), and any other term reasonably deemed material by the CRA Attorney at the time such request for amendment is made. 01649149-5 13 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 not 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 extend 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [DEVELOPER SIGNATURE ON FOLLOWING PAGE] 01649149-5 14 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESS BB QOZ, LLC, a Florida limited liability company Print Name: By: Printed Name: Title: Print Name: BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as of BB QOZ, LLC, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BB QOZ, LLC, for the use and purposes mentioned herein and that the instrument is the act and deed of BB QOZ, 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 day of , 2022. My Commission Expires: Notary Public, State of Florida at Large [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01649149-5 15 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Ty Penserga, 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 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 day of 2022. My Commission Expires: Notary Public, State of Florida at Large 01649149-5 16 EXHIBIT "A" PROPOSAL The proposal submitted by BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, 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, which proposal was accepted by the CRA Board on November 30, 2021, is hereby incorporated herein by reference as if fully set forth. A copy shall be maintained at the offices of the Boynton Beach Community Redevelopment Agency,and upon dissolution of the same, a copy shall be maintained by the City of Boynton Beach. 01649149-5 17 EXHIBIT "B" PROPERTY LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 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. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel#: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28,Township 45 South, Range 43 East,according to the Plat filed by Birdie S. Dewey and Fred S. Dewey,September 26, 1898,and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 15t Ave., Boynton Beach, FL Parcel#: 08434528030010100 Lots 10, 11 and West Yz of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida,according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel#: 08434528030060010 Lots 1, 2, 3,4,5, 6 and 7, Block 6,ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5'of Lots 5 and 7, and the West 5' of Lot 7,and existing right-of-way for U.S. Highway#1;together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet(Ocean Avenue R/W), Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet(Ocean Avenue R/W), Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1, Page 23,of the Public Records of Palm Beach County, Florida 01649149-5 18 Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON,according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01649149-5 19 EXHIBIT "C' CONCEPTUAL SITE PLAN 01649149-5 20 „ JNINbd� 8� � _�y HJ2b VOlbOIJ HOV38 No1NJ.0e o3ldoo, 1N3Wd0le3A30 431VITddV U031lHOC” y � z aoe �' sse0000ry F , 30213ld 3H1 �V4 si a_i 9av vsn SA\ 3 w t ! 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T L o m to 11 � riT.. 0 0� 9 O T O Q R R td! Q`. 6 10-- w a u V N cmo V O CL w w "a R OQ0U - p R Q Q o o V V QY .7 N 0 VI R a}w m C O U C C U Q C U O N _ t/1 L012 � Y.�' C m m m C> Q d O) m C C m Q E C S T u- N Cn- w 7 Q w O` D Ln �o O-n w m.m D Y a N O) R .0 2 8 R N N Ln C C C w r w 0 II II O O iJ U) Q w w U Q m "N C p JO.2 N o Y v to E R C C) �.j'.�' o.. C w O o o OQoya w w 00- c c W �O~ U F � �} w LO :Ln LOw E E o o Opo co �o 000 O o �O >Y E o Ln -4k CO 0 00 - In In 0co r,,. a M v z 0- co rn yryr O m � � T O Q w O 75 0 CL O to T O (6 a d a O m LL 0 wr. m o� N >o w T O o 7 DN LOO w� Qtn LO Q yNO w '� rn w O.�. w C w O t/1 O d w w w w w S o w �(� w (D E m m m m m m m o t `° a>i.Y Ln T E F� ui �U Q in � S' U RR R O O N N toca O R Q. Q Q a s C O O C p 0- _ C y.. CL U w m 0 co LOO 2� 0 0 O O O t/1 O C 7 R Q C p 9 O O M Lo V M n I�M N II'l f/1 .�'Q O CL 0. of Ol O a O U H N M 0 a O-E- 0 000r o0 9 T as LO K D 000 Y mco J MCO COQ w O O 69co(0VN �1O ��� LL Q (06 �J OLL Oww ww M �} t/1 m O C (Q)(Q)� 000 0 C w L} O0 H 0)Im C R Efl Olr C C� > j p% Om M�M 000 a W cmi� w �o� o R'. 0 w w 00 � 0 LO a SOS M�0 a 7 - . wtz :aV�wo 'ws Q VIN 0)l}� V y6SZ� C C� t II II II O R'� W m 0 0'. o o Y �.} v EEE m c KQ �oo `o .0.0 C3 www o o0 .� 0 0 0 C F� J UUUin - �� Y o 'a oo- again~ w�- ¢ U 0000 MV L Q� wv,'. o 40. a)w 0 CO Cb Cb 'o-O Cb O M w w w w w y} U �/} m E¢ F j, O O O O N O O M P:4m r 0 L M 600 Ln r R to 9 9 9 O w 'tF w N 0 W O 0 Ln(OC)N CLO r .4(6 O N w I-O N Cb CO COQ Ln d�I�NMC�K O��UU f- O M V NCO Efl Efl m UH UH NN O'O� 0 - 0 c O m `m O 0 0 o C Q O o M r Q R 7 11 Q (6(D< LL Lo ll� rR O C d~ (.D `0 N iil R R w V lL 0 U C w M w m a.- p ) R U CL E .In, ik Of'� C w p m w ¢ a p Z7 R Oln 7 R w V w o w W w ? a U LL 0 0 d a R Q 0 LL.,O C C O' w �-9�� :07 w y r W ¢ U d L E 11:U R LL O�} O LL to C C •O a•� p �i O +p+.w Q d d c Q U w CL C •c 7 s ° 7 Q w U U L R w Y O C (6 in a N 7 w w u d w a C m R',R m U' O w Q j- w.v o'v '.E o aK U m o � E � O �;LL pa '.R a020E w w w y za -2 w aROZ s E ms's ma � a � > ax w m E o o EvQi �:9 2 E R `w o � u:::) 5 w 0 R O C R Q`� p w + +1Y F F z ¢ m z°DF 0 U ii 0 O ¢ F a �# # # 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 (BBCRA), 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. — Commented[NL1]:City Comments: Boynton Beach Boulevard, Boynton Beach, Florida 33435; (ii)NE 4' Street, Boynton Beach, Florida 1.whereasClauses: 33435;(iii)NE I"Avenue,Boynton Beach,Florida 33435;(iv)115 N.Federal Highway,Boynton Beach, a.There should be a clear distinction(definition) Florida 33435; (v) 511 E. Ocean Avenue, Boynton Beach,Florida 33435; (vi) 515 E. Ocean Avenue, between CRA required public parking and the parking Boynton Beach,Florida 33435;and(vii)529 E.OceanAvenue,Boynton Beach,Florida 33435,all of which required by code for the commercial uses. 2.Create a definitions section and list all definitions in one are located within the Corporate limits Of the City Of Boynton Beach,as more particularly described by the place for ease of reading and understanding. There are legal description attached hereto as Exhibit A(collectively the"Pronerty");and multiple definitions that seem similar and confusing. For instance,Parking should be broken into(Public Parking, (WHEREAS,the Landlord intends to construct a mixed-Use project consisting of a mixed-income Commercial Parking,and Residential Parking). This will workforce rental development on the Property to be comprised of a minimum of 236 rental units, a make it less confusing as to what parking is in question in minimum of 16,800 square feet of commercial space(e.g.restaurant,retail and office space),and a parking any given section. garage consisting of approximately 343-573 parking spaces,with a minimum 150 dedicated public parking spaces(the"Proiec")above what is required by the City Code for commercial and;and Commented[Tr2]:573 parking spaces in RFP. 150 WHEREAS,Tenant has proeided property valued at apt7roximately$5.51million in exchangmixed used development for dedicated public parking spaces above the required for the dedicated nailcinn ands _ _ _ _ _ Formatted:Font Bold ---------------------------------------------------------- WHEREAS,the Landlord and the Tenant;have entered into a Tax Increment Revenue Funding FtPe mmented[NL3]:General comment:because the Agreement(other Agreements}wherein the Tenant is providing certain economic development incentives kingisbeingprovided in exchange for land,all to develop the Project;and mination provisions at Landlord's option must be deleted. [Nlat@ to hp dis'P41SWd with eauns@!� upon th@ suawt of th@ CRA, this 17@as@ ivill pifl�P_4� tR he 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 beyond what is required by the appropriate Qoveinina authority for use by to the general public for ae-v_ enhancement of the doGvntown ffH4444aer tk� f s T- � PLN-LleflRiLfit :rai fit= in furtherance of Tenant's 2016 Community Redeveloyment Plan,as set forth below;and WHEREAS,the Tenant,asthe City of Beynten Re BBCRA,has determined and hereby finds that this Lease promotes economic development in the CRA Area and,as such,is in the best interests of the Gity of Beyn en Bt— BCRA and-m_- furthers the 2016 Boynton Beach Community Redeveloyment Plan. N61997o-z #8285004 v27 6/16/2020 12:52PM DOCPROPERTY"DocID" 25942lv3 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. se. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the — Commented[KR4]:Given the large number of definitions following described parking spaces(the "Parking Spaces')to be utilized exclusively by Tenant for the and them dispersal throughout the document,it would be Permitted Use(as defined in Section 12 below): much cleaner to have a definitions section here- The one hundred fifty(150)parking spaces shall be located within the parking structure to be constructed to be constructed at NE 4"Street,Boynton Beach,Florida 33435 and NE 1V' Avenue, Boynton Beach, Florida 33435 (the "Parking Garage"`�f f * 573+28 -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,but may not be changed more than three times without the prior written consent of the Tenant. Landlord shall provide notice to Tenant at least 14 days prior to the Parking Spaces being relocated, and Landlord shall bear the cost, if anv, of relocating the Parking Spaces, including any costs associated with moving parking meters,electric vehicle chargers, or other similar items. Landlord shall not move Tenant in anv manner thatwill reduce Tenants ability to use parking meters,provide electric vehicle chargers, or other similar items. 144 �At no time shall the total Parking Spaces be less than one hundred fifty (150), and Landlord shall make every effort to keep the Parking Spaces generally contiguous,and in no case shall the Parking Spaces be located such that less than 50 are located togethe '-meet; 499,54494 9yae4, r'7erida ��445 a4gdrarn�iTL�' sl Ayo+R4e, 495'+4944 4ORG1 L:Ip iia (t4e Ga f rt@'2) At no time shall the Parking Spaces be located on any level higher than level 3 of the Parking Garage. Tenant and the general public shall be entitled to use the Parking Spaces 44 24 hours a day, 7 days a week,every day of the year hasis(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, restroom facilities(if any)of the Parking Garage,as well as the common areas located only on the floors of the Parking Garage where the Parking Spaces are �loeated� for their intended — Commented[KR5]:Will there be storage space in the purposes consistent with the Permitted Use so long as such use shall not unreasonably garage for equipment used as part ofthe operation ofthe interfere with the use of such areas by Landlord or other users of the Parking Garage.The parking meters and/or for security? 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+ii+ie}y-+ii+ietwenty-five(9325)years, with three(3)automatic 25-year extensions unless earlier terminated by Tenant pursuant to written notice Landlord at least 4 weeks prior to termination.-The Term shall e8ffiffie++&4ig-_c21n1nence on the date that Landlord and Tenant mutually agree in writing that Tenant(and the public)may begin occMving the Parking Spaces,which date shall not occur before construction of the Parking Garage has been substantially completed(as defined below) r R f tlge n„v46+t(4wago(the"Lease Commencement Date")and shall endxg 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). W61997— 2 259421v3 (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.Landlord shall provide notice to Tenant of arty significant changes to the Parkin?Garage Floor Plan or Base Building Improvements from what is depicted in Exhibits B and C. (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 Commented[NL6]:Discuss:CRA/City may terminate at / their option and developer shall repay$5.51 million.Or Parking Garage.Notwithstanding the foregoing,in the event the Parking Garage i-shas not been substantially delete this section entirely. completed within thirty-six(36)months of the Construction Commencement Date,subject to extension due to Force Majeure(as defined below)^r ael""S" Nod b,'Ter^fi* tkeff.>,:S Ir o"^"Shall.o,.r:r".o"ra bs Commented[NL7]:City comment— a.Can this section title be change to Operating seerfted ' and of+18 fafthef fal-ep Expense so it is less confusing? all,.t.i:,�"+:,.,,^oft:"t.a:+:o^""",-.,:r,�c,.,..".,a after.�,o a"+o,.c+.....:r"+:,.., ---- ---- ---- b.There needs to be limitations on management fees,either a cap or clearly defined process on how 3. Base Rent. Commencing on the Lease Commencement Date(the"rt orif ���"����' established and agreed upon. }and continuing during the Term,Tenant shall pay to Landlord base rent("Base Re at fErt c.Please clarify what insurance is included in the ra-.=E-"'hib4tD""aheJ4-`c- tom in the amount of SO.00.,Phis" plieftble sales'ma' (riless e 'tea CAM&OPEX costs? Why would CRA need additional liability insurance if insurance is covered under CAM/OPEX costs? d.Clarify what is meant by security as partof CAM/OPEX? Is that person patrolling onsite or - a cameras or both?The CRA will want to have access to cameras in the garage. If not CRA will want their agree own security cameras. ptayine-u+tea de to e.Reword"tenantsholl pay one hundred percent After the dHHV 4A-tP,the Pa54rkerit 4r+@ P144S a4rairastrati�,,e Ghafges Shall bear i4`4P4:P4 At the rate of ten 190FGant (100%)of the costs and expenses solely and directly o� related to the parking provided to parking spaces, including,but not limited to,parking meters or systems,signage and safety monitoring". PV era RF p:1,o u,,,,aPoa D,.n"..s($500.00).rF T ,t� t,^H ��.� i^.�� .. r�r A,�. --------- -------- ------ -------- --- ------- n� rrmn�r n, r 3 ��d1�`rd-inrey-regtai. � Commented[NL8]:City comment-Section 4 identifies that the Tenant will be required to pay as"Additional Rent"Discussions with the Landlord are warranted to more clearly define what exactly constitute 4. IAddition4 Rent. Unless otherwise expressly provided,all monetary obligations of ITenanl -- management fees(should not include salary,benefits to Landlordunderthis Lease,of any type ornature,other thanBaseRent,shall be denominated as additional or bonuses paid to officers or employees of the rent and include applicable sales tax(unless exempt)("Additional Rent"). In addition to Base Rent,as set Landlord)and what constitute administrative and forth in Section 3,above,commencing in the 20th year of this Lease,Tenant shall be obligated to pay,as professional costs. These terms are too broad and Additional Rent, Tenant's Percentage Share(as defined in Section 5,below)of Operating Expenses(as could be used in a variety of ways by the Landlord to hereinafter defined),plus applicable sales tax(unless exempt),in an amount not to exceed fifty dollars support operations unrelated to the maintenance and (S50.00)per space per year,which amount shall be reduced in proportion to any days during which the operation of the parking garage. Parking Spaces may not be used by Tenant for reasons not caused by Tenant.For the purposes of this Lease, "Operating Expenses"shall mean all reasonable actual costs and expenses solely and directly attributed to Formatted:Highlight and incurred by Landlord in owning,maintaining,msuring�and repairing the Parking Garage,including, without limitation, all common areas thereof after the Lease Commencement Date, which costs and Commented[KR9]:Landlord should guarantee it will carry insurance on parking garage- 0161997— 3 25942lv3 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. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers;or other expenses not directly related to the operation of 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%)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�VO Commented[NLto]:City comments: applicable sales tax unless exempt) shall be due and payable Payment shall be made �i�—,n a monthly basis on or before the first(IS`)day,of each calendar month throughout the duration of the Term. Should the Tenant dispute the actual Operating without notice or-demand.,..�.a,,,..:,.~ and made payable to Landlord at the address provided in Expenses,the Tenant still has to pay the Additional Section 6_which may,change from time to time."'toe^""'e`"^'O plft6e ^"a iff toe^"4'1- 4 '1-`AS_P+�se Rent until the dispute is resolved.However,the lease Rent.If any payment due from Tenant shall remain overdue thirty(30)days after the due date,the payment does not provide a method of dispute resolution and it due phis administrative charges shall bear interest at the rate of ten percent(10%)per annum. If any check should specifically identify how the dispute is to be given to Landlord for any payment is dishonored for any reason whatsoever not attributable to Landlord, resolved otherwise the dispute can continue in addition to all other remedies available to Landlord,upon demand,Tenant will reimburse Landlord for indefinitely to the detriment of the Tenant. all insufficient funds, bank, or returned check fees, plus an administrative fee of Five Hundred Dollars (5500.00). The term"Rent"when used in this Lease shall include Base Rent and all forms of Additional The percentage share of operating should beset upon final approval of site plan of provided parking. Rent. For the purposes of this Lease, Tenant's Percentage Share shall be deemed to be a traction, 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 444573 parking spaces)Landlord anticipates that Tenant's Percentage Share shall be approximately 2 26.17%,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 ri fifteen(15)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 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 W61997— 4 259421v3 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 3"Ave.,9104 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 Rights. 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 samethe Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten(10)days without the prior written consent of Tenant.Except emergency circumstances,Landlord shall use eammeFoially reasaffilab' @464" ta-provide Tenant with not less than three (3)days' 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 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 so long as such use does not prevent access to the Parking Spaces. 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 nr mi-), ther legal fe ffi@a., W61997— 5 259421v3 4: ������Off-'of 4r�^*by virtue of the Landlord's 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 Spaced. Commented[KR11]:Discuss—if this is free,not appropriate for landlord to use in ordinary course of landlord 8. Landlord Covenants and Obligations. Landlord covenants that: (a)prior to the Eeasel business. Commencement Date, it will have fee title in the land of which the Project and Parking Garage will Abel Commented[NL12]:City comment-Section 8 substantially completed;and(b)upon performing all of its obligations hereunder,Tenant and general public identifies the Landlord's obligations.Generally,the shall have access to the Parking Spaces and Access Areas lease requires the Landlord to maintain the garage in a "manner comparable to other similar parking �9-9. for the Term(including any extension thereof)of NsJ Lease,subject,nevertheless,to the garages in Palm Beach County,Florida.The standard is terms and conditions of this Lease. nebulous at best and should be more clearly defined. Except as specifically required herein of the Tenant with regards to the Parking Spaces,Landlord Commented[NL13]:City comment-Section 8 also shall operate,manage,equip,light,repair and maintain the Parking Garage,Parking Spaces and Access provides that if the Tenant notifies the Landlord that Areas and all facilities and fixtures,including without limitation roof,walls,ramps,electrical installations, repairs(if caused by the Tenant) are required the elevators, fire and related alarms, lighting, landscaping, and doors in working condition and repair Landlord will make the repairs and charge the Tenant. necessary for their intended purposes in a manner comparable to other similar parking garages in Palm The Lease does not provided for a time certain when Beach County,Florida,the cost of which maintenance,repairs and replacements shall be included in the the Landlord will in fact make the repairs the lease Operating Expenses.The foregoing shall also include the Landlord providing janitorial services,waste and should have a time certain. 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 Commented[NL14]:City comment:Section 8 also Landlord in writing of the need for the repair.If Landlord is required to make repairs proximately caused includes language that the Tenant will not install any by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, then Landlord shall equipment which will exceed or overload the capacity complete such repairs and the cost of such repairs shall be borne by Tenant.Tenant shall pay Landlord for of any Landlord utility facilities.No mention of electric the actual,reasonable,and verifiable cost of such repairs within thirty(30)days of receipt of Landlord's charging stations which most certainly should be notification of the amount due,which written notice of the amount due shall be accompanied by reasonably considered. supporting invoices. Installation of charging stations to be at Tenant cost. 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. ` FCeopair mmented[NL15]:Landlord to provide prior notice of and cost estimate. 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 — Commented[KR16]:For discussion. 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. X10. 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 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. W61997— 6 259421v3 411. 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. 44-12. 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 224,as the same maybe amended or modified from time to time,and thereafter fails to cure such Formatted:Highlight 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, Formatted:Highlight 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 diligently proceeds with the curing of the default. 413. 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) 0161997- 7 259421v3 (4}(b) 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). (--4LO 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. 414. 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,Tenant, and the City of Boynton Beach and Tenant may charge the general public for said parking(the"Permitted Use").The City of Boynton Beach's and Tenant's use of the Parking Spaces to store or deploy vehicles in and from the Parking Garage during hurricanes,weather events,and other emergencies shall be considered part of 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 Formatted:Highlight 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' W61997— 8 259421v3 (which term shall mean any surface or subsurface physical medium or natural resource,including,air,land, soil,surface waters,ground waters,stream and river sediments,and biota). I-4-15. 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. 44-16. 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. - - - Commented[NL17]:Discuss-public parking requirement is to be superior. 44,17. 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 ffia,two g+:H+ eEI 8r ill not unreasonablv be withheld.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,with the prior written consent of Tenant which consent will not be unreasonably withheld^W���� 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. Tenant may assign this Lease at any time to the City of Boynton Beach without Landlord's prior written consent. Landlord expressly permits Tenant to engage another entity to manage the Tenant's parking operations (including metering, electric vehicle charging, and other management related to improvements to Parking Spaces)and nothing in this Section shall be construed to mean otherwise. 4=7==18. 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). W61997— 9 259421v3 (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 "i consent of Landlord,which consent aiae nn*aa er aa�.as �n -ill not be unreasonably withheld.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 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 substantially 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 forthin�Section 310,above,and which shall name Landlord and Landlord's Formatted:Highlight 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 Tenant's 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;however,at the time that any Landlord's Event of Default exists or both Tenant's and Landlord's Event of Default exists(after the expiration of all alMlicable cure periods),Tenant shall have the right to remove any such Permitted Alterations or other 17ennitted alterations,modifications or improvements.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). W61997— 10 259421v3 X19. Holdover Rent. xFr�eevrrrc,rmr ,•F rL�D� 1F.�ie. mT�Tr're €er4h€4a44R4ath-of44e- .��.Tn-additian-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. 44-20. 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. 21. 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. wdless e f o. ov 14fgft�feff is e 4. 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. �asualty�and Condemnation. If, during the Terni (as the same may be extended), the Commented[NL18]:City Comment: Landlord is only obligated to commence the repair or Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall be restoration of the garage AFTER and only to the extent condemned, taken by eminent domain,materially damaged or destroyed by fire or other casualty,then ` it receives insurance proceeds.There is no mention of I,..tea' ,-a�ra Tenant shall have the option to terminate this Agreement upon written notice toi Landlord an abatement of rent during the period of time the whereupon this Lease shall immediately terminate and be deemed of no further force and effect and garage is under repair. 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); Commented[NL19]:City Comment provided that,if this Lease is terminated under this provision,all Rent paid in advance by Tenant applicable This section needs to be modified as landlord should not to the period of the Term after the termination of the Lease shall be refunded upon a pro-rata basis based have the right to terminate lease without having to on the date of termination. In the event T,..�.�',.va^--a Tenant does not exercise the foregoing termination option, purchase back the parking lease rights. 01619990-2 l l 259421v3 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 restorationl.If Landlord:(i)fails to restore the Parking Garage within two(2)years after the occurrence — Commented[KR20]:This paragraph requires discussion— of such casualty; and(ii)Tenant's access to and use of the Parking Spaces is materially and adversely the public parking obligation will survive the length of the impacted,then Tenant shall have the right to terminate this Lease upon thirty(30)days'notice to Landlord; lease,and if the garage does not last that long,the Tenant provided that if 4tis i' is will need to be compensated in some way,or Landlord will need to provide the parking elsewhere- e„.t _das-_ .F, „ .; IqRt Commented[KR21]:For discussion:options in case of ' garage destruction: 1)Retum parcel to Tenant,at a cost determined by in proportion to value provided(5.51M)and use achieved de­. ,p,,.._,~ „_If any portion of the Parking Garage(including any fixtures,equipment and personal property (number of years). therein)or any Parking Space is damaged or destroyed due to any act or omission of Tenant,Tenant shall 2)Provide 150 spaces within Tenant jurisdiction be solely responsible for all costs and expenses of restoration,repair and replacement of any damaged or 3)Payment to Tenant in proportion to loss of public use as destroyed property,and shall pay such costs and expenses upon demand. aresult of garage destruction. 24. Binding Effect.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. Ne-Recording.Npiflqpi--tThis Lease+tor a memorandum thereof or similar document may be recorded in the public records of Palm Beach County,Florida -4R4—a+_ 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. W61997— 12 259421v3 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 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 cavy 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. W61997— 13 259421v3 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 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 party beneficiary or to provide any rights to any person or entity not a party 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). 40. Joiner.By its Joinder hereto,the City hereby acknowledges that upon the dissolution of the Boynton Beach Community Redevelopment Agency,the City shall automatically become the Tenant and shall have all rights and obligations as provided in this Lease as if City were the origin Tenant in this Lease,which all Parties hereby expressly acknowledge,submit to,and agree. [SIGNATURES ON FOLLOWING PAGE] W61997— 14 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: (I) (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: Cot -CRAAttorney Financial Services Director W61997- 15 259421v3 JOINDER PARTY THE CITY OF BOYNTON BEACH By: By: Print: Witness: Approved for legal sufficiency: Approved for financial sufficiency: By.:.. By: City Attorney .Financial Services Director 01619970-2 259421v3 i 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 1"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) 01619970-2 259421v3 EXHIBIT B Commented[KR22]:Need to review prior to execution Parking Garage Floor Plan 01619970-2 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. 01619970-2 259421v3 EXHIBIT Commented[KR23]:Needed?Incomplete—so fix or delete. Base Rent [Note:to be discussed with client and�Cityl Commented[NL24]:$o.00 01619970-2 259421v3 From: nroio@affiliateddevelopment.com To: Shutt,Thuy Cc: "Jeffrey Burns" Subject: Pierce:Additional Information Date: Thursday,February 10,2022 7:58:05 PM Attachments: imaae001.pna image002.png Pierce Rents.xlsx The Pierce TIF Backup.xlsx Good evening, Thuy. I have attached a breakdown of our unit mix and rent per unit by income range, backup to the TIF analysis and below we have included a range of options regarding the garage. Regarding the garage options below, we ran 2 scenarios: (1) decreasing the purchase price of the properties and the capitalized lease payment (proportionately) and (2) removing the capitalized lease payment all together and decreasing the monthly lease payment and land purchase price. If scenario 11 (no land cost, no capitalized lease payment and no monthly payment) is of interest we have some ideas on how to make it work. option Land Cost Cap Lease Pmt Monthly Lease Pmt 1 $ 5,515,000 $ 2,500,000 $ 16,500 $ 5,015,000, $ 2,000,000 $ 16,50,0 3 $ 4,615,GOO 1,600,000 $ 16,500 4 4,015,000 $ 1'0'0'0"0'0'0 $ 16,5010 5 $ 3,515,000 $ 500,000 $ 16,50,0 6 $ 3,016,066, $ $ 16,5OO 7 $ 2,500,000 $ - $ 13,2010 $ 1,'800,000' $ _ $ 9 �90,0 9 $ 1,100,0001 $ - $ 6,6.00 10 $ 400,000, $ $ 3,300 11 (300,000') $ - $ - Please let us know if you have any questions and I am available tomorrow afternoon if you would like to discuss. Thanks! Nick Nicholas Rojo President&Co-Founder FILIATED 613 NW 3rd Ave.,Ste 104 Fort Lauderdale, FL 33311 (0)954.953.6733 (C)561.644.0853 Nroio(o�AffiliatedDevelopment.com http://affiliateddevelopment.com/ 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 (BBCRA), 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, transit-oriented development containing a mixed-income workforce housing rental apartment building with a minimum of 236 rental units available to various affordability ranges, a minimum of 16,800 square feet of commercial space (e.g. restaurant, retail, and office), and 150 designated public parking spaces in the Parking Garage (hereinafter defined) (the "Project"); and WHEREAS, Tenant has provided property valued at approximately $5.51 million in exchange for the dedicated parking; and WHEREAS, the Landlord and the Tenant have entered into a Tax Increment Revenue Funding Agreement and Purchase and Development Agreement(other Agreements)wherein the Tenant is providing certain economic development incentives to develop the Project; and 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 to provide 150 parking spaces located in the Parking Garage, in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Project,for the use by the general public for enhancement of the downtown in furtherance of Tenant's 2016 Community Redevelopment Plan, as set forth below; and WHEREAS, this Lease does not impact or affect City of Boynton Beach Parking Code requirements; however Tenant will not object to Landlord including the Parking Spaces in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses of the Project with the minimum code requirements of the City of Boynton Beach; and WHEREAS,the Tenant,as the BBCRA,has determined and hereby finds that this Lease promotes economic development in the CRA Area and, as such, is in the best interests of the BBCRA and furthers the 2016 Boynton Beach Community Redevelopment Plan. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficiency of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follows: 01673347-3 259421v9 I. Incorporation. The recitals above are hereby incorporated herein as if fully set forth. 2. Use. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the "Parking Spaces") to be utilized exclusively by Tenant for the Permitted Use (as defined in Section 14 below): The one hundred fifty(150)parking spaces shall be located within the parking structure to be constructed to be constructed at NE 4' Street, Boynton Beach, Florida 33435 and NE 1st Avenue, Boynton Beach, Florida 33435 (the "Parking Garage") in the locations designated as "Parking Spaces"on Exhibit B attached hereto and made a part hereof. The location of the Parking Spaces may not be changed by Landlord without the prior written consent of the Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant take into consideration whether such location change will negatively impact public access and the number of times the location has been changed. Landlord shall provide notice to Tenant at least 14 days prior to the Parking Spaces being relocated, and Landlord shall bear the actual,reasonable and verifiable costs (excluding any Tenant overhead costs),if any, of relocating the Parking Spaces,including any costs associated with moving parking meters,electric vehicle chargers,or other similar items. Landlord shall not move Tenant in any manner that will reduce Tenants ability to use parking meters, provide electric vehicle chargers, or other similar items. At no time shall the total Parking Spaces be less than one hundred fifty (150), and Landlord shall use commercially reasonable efforts to keep the Parking Spaces generally contiguous. At no time shall the Parking Spaces be located on any level higher than level 3 of the Parking Garage, except as may be set forth on the approved site plan for the Project and with the consent of Tenant.Tenant and the general public shall be entitled to use the Parking Spaces 24 hours a day, 7 days a week, every day of the year (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, restroom facilities (if any exist) of the Parking Garage, as well as 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 and Tenant shall require the general public to abide by the applicable rules and regulations governing use of the Parking Garage. Tenant or its agents shall have the right to immediately remove, or cause to be removed, any unauthorized car or vehicle parked in the Parking Spaces without any liability and without any advance notice to Landlord. 3. Term, Construction of Parking Garage, Definitions. (a) The term of this Lease (the "Term") shall be twenty-five (25)years,with three (3) automatic 25-year extensions unless earlier terminated by Tenant pursuant to written notice to Landlord at least 4 weeks prior to termination.The Term shall commence on the date that Landlord and Tenant mutually agree in writing that Tenant(and the public)may begin occupying the Parking Spaces,which date shall not occur before construction of the Parking Garage has been substantially completed (as defined below) and the public may begin accessing the Parking Spaces (the "Lease Commencement Date"). (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. In the event of any conflict between this Lease (including Exhibit B) and the permitted set of plans, the permitted set of plans 01673347-3 2 shall govern and control. Landlord shall provide notice to Tenant of any significant changes to the Parking Garage Floor Plan from what is depicted in Exhibit B. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy or 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. 4. Base Rent. The property provided by Tenant valued at approximately$5,510,000,together with Tenant's compliance with the terms and conditions of this Lease, shall constitute sufficient consideration for Tenant's use of the Parking Spaces during the term of this Lease. Consequently, for the purposes of this Lease,the term"Base Rent" shall be understood to be rent in the amount of$0.00,but the $0.00 amount of rent shall not affect the validity of this Lease. 5. 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 4 above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 6, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt), to be a set rate established once per year, which shall be subject to reconciliation as set forth in Section 6 hereof. For the first (1St) year of the Term, the amount of Operating Expenses paid by Tenant shall not exceed fifty dollars ($50.00) per space per month (the "Operating Expense Cap"). The Operating Expense Cap shall increase by the increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics annually,and the Operating Expense Cap shall terminate and be of no further force and effect at the expiration of the twentieth(20th)year of the Term. Any increase in rent will become effective October 1, provided however that in order for such increase to be effective, Landlord will provide Tenant notice of the increased rental rate no later than April 1 of that year. In no instance may the Landlord increase the Rent more than one per year. 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 be limited to, security, parking systems, cleaning, trash collection and disposal, 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, industry standard management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and industry standard professional costs, 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. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers; or other expenses not directly related to the operation of 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 5.Notwithstanding the foregoing,Tenant shall pay one hundred percent (100%) of the costs and expenses solely and directly related to the Parking Spaces only(as opposed to costs and expenses that relate to the Parking Garage generally,which are billed as Operating Expenses), including, but not limited to, parking meters or parking systems (such as pay stations or pay-by-phone stations), electrical vehicle charging stations, signage and safety monitoring specific to the Parking Spaces. 01673347-3 3 6. Payment of Additional Rent, Tenant's Percentage Share. Additional Rent (together with applicable sales tax unless exempt) shall be due and payable Payment shall be made on a monthly basis on or before the first (1st) 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 7,which may change from time to time. 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 attributable to Tenant, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds,bank, or returned check fees. 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 estimates that Tenant's Percentage Share will 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.The parties agree that the estimated number of parking spaces and estimated percentage described in the previous sentence are not binding are intended only to provide an example of how Tenant's Percentage Share shall be calculated.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 up to the amount of the Operating Expense Cap,but shall not exceed the amount of the Operating Expense Cap. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent.Any payment adjustment owed 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 sixty(60) 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. Such dispute shall be resolved by hiring an independent auditor,whose fees shall not be on a contingency basis and whose fees shall be paid by Tenant, unless the audit discloses that Landlord's Operating Expense calculation was incorrect by more than seven percent(7%), in which case Landlord shall pay the cost of the independent auditor. 7. 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 01673347-3 4 If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: City of Boynton Beach, Florida Attn: City Manager 100 East Ocean Avenue Boynton Beach, Florida 33435 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. 8. Landlord Rights. 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 the Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten(10)days without the prior written consent of Tenant, except as reasonably required to complete repair or maintenance of the Parking Spaces. Except in emergency circumstances, Landlord shall provide Tenant with not less than three (3) days' 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 and exclusive right to utilize all 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 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 so long as such use does not prevent access to the Parking Spaces. 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 by virtue of the Landlord's 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 shall include a provision in its residential leases prohibiting such tenants from parking 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. 9. 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,in a reasonably clean and safe manner,the Parking Garage,Parking Spaces and Access Areas and all facilities and fixtures, including without limitation roof, 01673347-3 5 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, which notice Landlord shall acknowledge within three (3) business days of receipt of same, and Landlord shall use good faith to complete such repair in a timely manner, and the cost of such repair shall be included in the Operating Expenses.Notwithstanding anything to the contrary herein,Tenant shall promptly repair any damage to the Parking Spaces or Parking Garage caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, at Tenant's sole cost and expense. 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, including the cost of all power requirements necessary to service the electric vehicle charging stations). 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. 10. 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 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. 11. 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. 12. 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 01673347-3 6 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 22, 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 14, 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 parry shall be entitled to a reasonable period of time under the circumstances in which to cure said default,provided that the defaulting parry diligently commences such cure within the foregoing 30-day period and thereafter diligently proceeds with the curing of the default. 13. 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) 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). (b) 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. 14. Permitted Use. (a) 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,by Tenant and by the City of Boynton Beach, and Tenant may charge the general public for said parking(the"Permitted Use").The City of Boynton Beach's and Tenant's use of the Parking Spaces to store or deploy vehicles in and from the Parking Garage during hurricanes, weather events, and other emergencies shall be considered part of the Permitted Use. Tenant shall have the right to determine the time(s) and manner in which the Parking Spaces may be used.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 01673347-3 7 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 Tenant 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 or subsurface physical medium or natural resource,including, air,land, soil, surface waters, ground waters, stream and river sediments,and biota).For the avoidance of doubt,the parking of cars,motorcycles and other ordinary passenger vehicles that are not used to transport Hazardous Materials shall not be deemed a breach of this Section 14. (b) Anything in this Lease to the contrary notwithstanding, this Lease, including but not limited to the obligations as to Parking Spaces being designated for use by the public, does not affect or impact the Parking Code requirements of the City of Boynton Beach. Without limiting the generality of the foregoing statement, it is acknowledged, understood and agreed that Tenant will not object to the Landlord including the Parking Spaces in the calculation of determining the total number of parking spaces required for compliance of the Project with the code requirements of the City of Boynton Beach. 15. 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 forty-five (45) 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. 16. Subordination. Tenant agrees to reasonably negotiate and execute a subordination, non- disturbance and attornment agreement with Landlord's first mortgage lender within forty-five (45) days of Landlord's written request of the same.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, the Tenant's Executive Director,, shall administratively amend this Agreement (without requirement of Tenant's Board's further 01673347-3 8 approval) as may be reasonably required by such lender,provided that such amendment does not pertain to or impact any material term of this Lease and is for the purpose of complying with the lender requirements in order to effectuate a financial closing. If any required amendment by the lender would have a material effect on the terms and conditions set forth in this Lease, then such amendment shall require Tenant's Board's approval,not to be unreasonably withheld, conditioned or delayed.For purposes of this paragraph, the term"material term"shall include all terms and provisions reasonably deemed material by the Tenant's Attorney or Tenant's Board at the time such request for amendment is made. 17. 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 will not unreasonably be withheld.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 Lease to any third parry without the consent of Tenant,provided that such assignment may only be an assignment or sublease of the whole Lease, and notice of such assignment or sublease shall be provided to Tenant within thirty (30) days o same. Tenant may assign this Lease at any time to the City of Boynton Beach without Landlord's prior written consent; provided, however, that Tenant and the City of Boynton Beach shall provide notice of any such assignment. Landlord expressly permits Tenant, at Tenant's sole cost and expense, to engage another entity to manage the Tenant's parking operations (including metering, electric vehicle charging, and other management related to improvements to Parking Spaces). 18. 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 that affect the Parking Garage structure, or the mechanical, electrical, plumbing, utility or fire safety systems in the Parking Garage structure, whether temporary or permanent, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant, at its own expense, may make nonstructural alterations or additions to the Parking Spaces with the consent of Landlord, which consent shall not be unreasonable withheld, conditioned or delayed. 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 reasonably necessary or desirous 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 operationof the Parking Garage or diminish the value of the Parking Garage;(ii) may not be easily removed 01673347-3 9 or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, or removal; (iii)may measurably increase Landlord's liability or insurance premiums for the Parking Garage (unless Tenant agrees to pay such measurable increase); (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.Landlord specifically agrees that the installation of parking meters at all Parking Spaces and 17 electric vehicle charging stations by Tenant shall be permitted,and Landlord shall design and construct the Parking Garage to provide the estimated electrical transformer capacity for same. 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. Tenant shall keep Landlord reasonably apprised of the status of installation.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 11, 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 Tenant's 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, however,at the time that any Landlord's Event of Default exists (after the expiration of all applicable cure periods), Tenant shall have the right to remove any such Permitted Alterations or other permitted alterations, modifications or improvements provided that (i) such right is exercised within forty-five(45)days after the expiration of the applicable cure period and(ii)Tenant repairs any damage caused by such removal and restores the Parking Spaces to the condition that existed prior to the installation of the Permitted Alterations,ordinary wear and tear excepted.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). 19. Holdover Rent. 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. 01673347-3 10 20. 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. 21. 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. 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,so long as such rules and regulations do not unreasonably interfere with the Permitted Use of the parking spaces, 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, materially interfere with the Permitted Use of the Parking Spaces, 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 Tenant shall have the option to terminate this Lease upon written notice to Landlord 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 Tenant does not exercise the foregoing termination option, then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces, to working condition, and during such restoration period Rent shall be wholly abated; 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. Regardless of whether Landlord receives such insurance proceeds, 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 (30) days' notice to Landlord,in which case Landlord shall select one of the following options to compensate Tenant for the loss of public parking: (i)provide 150 spaces within Tenant's jurisdiction and within half of one mile of the Parking Garage; (ii) make payment to Tenant for the cost to Tenant of replacing 150 spaces for the remainder of the Term within Tenant's jurisdiction and within half of one mile of the Parking Garage less the amount of net revenue Tenant has collected from the Parking Spaces (including, without limitation, 01673347-3 11 from parking meters, charging stations or event parking), (iii)with Tenant's consent, transfer ownership of the parcel of property upon which the Parking Garage is/was located to Tenant, or (iv) such other compensation as the parties may mutually agree. 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. Binding Effect. 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. Recording. A memorandum of this Lease may be recorded in the public records of Palm Beach County, Florida. 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 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 01673347-3 12 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 parry 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 Count.} 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 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 01673347-3 13 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 party 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). 40. Joinder. By its Joinder hereto, the City hereby acknowledges that upon the dissolution of the Boynton Beach Community Redevelopment Agency, the City shall automatically become the Tenant and shall have all rights and obligations as provided in this Lease as if City were the original Tenant in this Lease,which all Parties hereby expressly acknowledge, submit to, and agree. [SIGNATURES ON FOLLOWING PAGE] 01673347-3 14 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: (I) (2) Print Name: Print Name: TENANT: THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Ty Penserga,Board Chair Witness: Print Name: Approved for legal sufficiency: Approved for financial sufficiency: By: By: CRA Attorney Financial Services Director 01673347-3 15 JOINDER PARTY THE CITY OF BOYNTON BEACH By: By: Print : Witness: Approved for legal sufficiency: Approved for financial sufficiency: By: By: City Attorney Financial Services Director 01673347-3 259421v3 259421v4 EXHIBIT A Property Description PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 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. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel#: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28,Township 45 South, Range 43 East,according to the Plat filed by Birdie S. Dewey and Fred S. Dewey,September 26, 1898,and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 1s'Ave., Boynton Beach, FL Parcel#: 08434528030010100 Lots 10, 11 and West%of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida,according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel#: 08434528030060010 Lots 1, 2, 3,4,5, 6 and 7, Block 6,ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5'of Lots 5 and 7, and the West 5' of Lot 7,and existing right-of-way for U.S. Highway#1;together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet(Ocean Avenue R/W), Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet(Ocean Avenue R/W), Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1, Page 23,of the Public Records of Palm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL 01673347-3 259421v3 259421v4 Parcel#: 08434528030060120 Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON,according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01673347-3 259421v3 259421v4 EXHIBIT B Parking Garage Floor Plan 01673347-3 259421v3 259421v4 o.'9NtlItlNNbId�7 ETI11HJ?Jb�a diN36,113AII No�N�oe S103ilH � d O]Lvoo, �tt 1N3Wd0�3�30 a31VI�Ij�V ,anw�»,Ms osb �/�� m N aoi VSV V // a 3�2�31d 3Hl DNI'siOaiwsav vsw y o � Q a m co lo J.j :' LLJ O ® p 0LL LU E <u <uw =x 1 $ o ar 0 - 0 d 1 n F'— - - - - - - - - - - - - - J oxo— ; ® s T ® e —°°°°°°°e °e n.A.J. e e a n a .---_a T" ry °PTT l TTI 8 -- c, — — -- e -- _ ^ e �I � I :� III : : . 1 °e-M, °e .... T® ' TIT ------------eeeeeeeee -- Aan . RR = ,= PURCHASE AND DEVELOPMENT AGREEMENT TERM SHEET • Price: $100.00. • Deposit: $10,000.00 • Project:A development containing: o A mixed-income workforce housing rental apartment building with a minimum of 236 rental units available to various affordability ranges o A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail, and office) 0 150 public parking spaces ■ Developer may use public parking spaces to meet City code requirements. o Public pedestrian connectivity within the Property • Land Use Approvals as Condition of Closing: Prior to Closing, Purchaser will seek 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. o No deadline to secure Land Use Approvals, but Purchaser must diligently and continuously pursue. • Development timeline: c, Purchaser will submit for site plan approval within 180 days of the Effective Date. • NEW: One 60-day extension may be requested, which the CRA may approve or deny in its "sole and reasonable discretion." • NEW: For purposes of this section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any Inter request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of PURCHASER to comply with the requirements of this Section. o Purchaser must diligently and continuously pursue Land Use Approvals. o Purchaser will submit for building permits within 120 days of obtaining formal site plan approval. o Commencement of Construction to occur within 2 years of Closing,with one 12-month extension available subject to CRA approval which shall not be unreasonably withheld, conditioned or delayed. (Commencement of Construction means that a financial closing has occurred and construction has actually commenced.) o Groundbreaking Ceremony prior to or with Commencement of Construction. o Completion of Construction (obtaining a temporary certificate of occupancy)within 36 months of Commencement of Construction, with one 12-month extension available, subject to CRA approval which shall not be unreasonably withheld, conditioned or delayed. o After receiving the temporary certificate of occupancy, Purchaser must use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. o Purchaser shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. o Ribbon cutting ceremony prior to occupancy of residential portion. • Closing: Within 36 months of Land Use Approvals, with one 12-month extension available subject to CRA approval which shall not be unreasonably withheld, conditioned or delay. o Purchaser must provide proof of Financial Closing no later than Closing. (Financial Closing means all agreements for financing the Project through completion have been executed and conditions to commence funding have been met.) 01671674-1 o All outstanding leases will be assigned to Purchaser at Closing. o Mortgage to be satisfied at closing. c OUTSTANDING ISSUE: whether the CRA can extend the closing deadline until December 24, 2024. • Updates to the CRA: Purchaser will provide a written report once every three months, and will present in person to the Board once per year. Purchaser will promptly reply to any questions from the Board. • Assignment: o The Agreement may be assigned, without the prior written consent of the CRA, to an entity that is managed by Jeff Burns and Nicholas Rojo.The assignee shall be obligated to comply with the Agreement as if such assignee were the original party to this Agreement. o Assignment to unrelated party requires CRA consent. o If the Lender takes over the property, and tells the CRA within 90 days that it wants to take over the Agreement and all the obligations, the Agreement will be automatically assigned. • Default by Purchaser: o Prior to Closing: If Purchaser defaults and fails to close, the CRA may terminate the Agreement and keep the deposit and the property. Before declaring default, the CRA must provide notice to Purchaser and give them 30 days to "cure" the default. ■ EXCEPTION: Purchase shall have 60 days (rather than 30 days) to cure a failure to diligently pursue land use approvals. o After Closing: ■ Reverter:the CRA can exercise its right to reverter and have the property revert to the CRA if Developer doesn't meet building permit, commencement of construction, or completion of construction deadlines. • CRA will subordinate the right to reverter to Lender • Right to reverter will expire upon completion of construction. • Before exercising reverter for failure to seek building permits, CRA will give notice of intent, and Purchaser will have 60 days to cure. • Upon exercising the right of reverter, the CRA would pay Purchaser: (i)the Purchase Price of the property as set forth in Section 2 of this Agreement; and (ii) the amount of all verifiable out-of-pocket predevelopment and development costs incurred by PURCHASER between the first Land Use Approval and the time of default in connection with the Project ■ Assignment of Proceeds: in the event the Lender forecloses the Property, and the property is sold for more than the amount owed to the Lender, Purchaser will assign that overage to the CRA. • CRA Default:the Purchaser can keep the deposit and walk away, pursue purchasing the land through the court system over the objection of the CRA, or waive the CRA's default and proceed to Closing. • Special Considerations: o Purchaser will use reasonable efforts to relocate Hurricane Alley into the Project, and use reasonable efforts to phase construction so as to minimize the time between the date Hurricane Alley closes and the date it reopens in the new location. o Purchaser will take over the CRA's contractual obligation to use best efforts to preserve or relocate the wall sign located at 529/531 East Ocean Avenue, or provide notice to the previous property owners that preservation or relocation is not feasible, subject to terms and limitations in the prior contract. 01671674-1 o Force Majeure: written to includes pandemics o Operation of Property: no new leases, renewals or extensions without Purchaser Approval 01671674-1 TIRFA TERM SHEET • Project:to be Constructed consistent with Conceptual Site Plan, which may be amended without CRA approval except as to the Required Elements. An increase in units or nonresidential or residential square footage requires the approval of the CRA, which approval shall not be unreasonably withheld, conditioned or delayed. • Development Timeline o Mirrors the Purchase and Development Agreement timeline. • Required Project Elements o A rental apartment building including a minimum of 236 rental units o The units shall be rented in accordance with the following ratio (regardless of how many units are constructed) (the "Affordability Requirements"): ■ Area Median Income("AMI") shall mean the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, unless required by the Lender to mean Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development. 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. ■ Tier One: 3.8%of the total rental units to tenants that earn up to 80%of the AMI; ■ Tier Two: 23.1%of the total rental units to tenants that earn up to 100%of the AMI; ■ Tier Three: 23.1%of the total rental units to tenants that earn up to 120%of the AMI; and ■ 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. ■ The units shall be rented to tenants in compliance with fair housing laws. Developer shall not segregate units based on income levels. When not in contravention of such laws, Developer will not designate all affordable unit to be in the same Tier and will attempt to designate a variety of unit types as affordable units. o Restrictive Covenant/Maintenance of Affordability: Developer will record a Restrictive Covenant containing the Affordability Requirements ■ 50%of the Units (as described above)will remain subject to the affordability requirements for period of 15 years following Completion of Construction. ■ 30%of the total rental units (in the same tier proportion)will remain subject to the affordability requirements for an additional 15-year period (30 years total following Completion of Construction). ■ 10%of the Restricted Units (in the same tier proportion) shall remain subject to the Affordability Requirements in perpetuity. o A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail and office) 01671674-1 o 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. • Public Benefits. o Job Fairs/Apprenticeship: Prior to and/or during construction, Developer will: ■ Host two (2)job fairs, between Commencement of Construction and Completion of Construction, at a venue within the City of Boynton Beach; ■ Participate in job fairs within 15 miles of the City when notified of such job fairs by CareerSource Palm Beach County or such other entity as the CRA may designate from time to time. ■ Include requirements in all contracts with contractors that the contractors use commercially reasonable 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 o Green Building. Developer will achieve a minimum National Green Building Standards (NGBS) Bronze certification for the residential building. o Green Wall. Developer shall use commercially reasonably efforts to incorporate a green wall into the wall of the parking garage associated with the Project consistent with City code. o Electric Vehicle Charging Stations. Developer shall install provisions to accommodate a minimum of two (2) electric vehicle charging stations of charging type Level 2 or higher, in the CRA Spaces, and in addition, Developer shall install conduit (pipe)to allow the CRA to install additional electric vehicle charging stations in up to 15 of the other CRA Spaces. • Annual Performance Report. Developer will provide an annual performance report evidencing compliance with Agreement and that Developer has paid all property taxes for the preceding year. Developer will appear before the Board at least annually. • For TIRFA to be disbursed: o Developer must have timely submitted its annual performance report, and if appropriate,the CRA must have issued a finding that it is consistent with the agreement. o The Developer has achieved Completion of Construction (substantial completion). o All elements of the Project have been placed on the Tax Roll. o The CRA must have actually received Tax Increment Revenues from the Project on the Property subsequent to the Base Year and the Completion of Construction. o Developer must not be in default of the agreement. • Tax Increment Revenue: o Amount: 95%of the Tax Increment Revenue, not to exceed a total of seven million dollars. o Term: 15 year term • Default by Developer: o Developer is not entitled to payment of Tax Increment Revenue for any period during which it is in default. o 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; but the 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 and such cure can be completed within the same calendar year. 01671674-1 o Once a default is cured, Developer is eligible to receive its Tax Increment Revenue for the remaining years of the 15-year term o CRA cannot terminate if Developer in default, however, Agreement automatically terminates after 15-year term • Termination—Agreement automatically terminates: o Upon last disbursement of Tax Increment Revenue due to Developer o Upon expiration of the 15-year term o Upon failure to Commence Construction or Complete Construction of the Project as required (unless such time period is extended by the CRA or this Agreement is assigned to Lender pursuant to the terms of this Agreement). • Assignment o The Agreement may only be assigned in its entirety. o Prior to Completion of Construction: ■ may only be assigned to an entity that is managed by Jeff Burns and Nicholas Rojo, or Lender pursuant to Developer's loan documents with Lender. ■ CRA approval is not required ■ Developer shall provide notice to the CRA within 30 days of such assignment. o After Completion of Construction, provided Developer is not in default: ■ may be assigned to any third party with the consent of the CRA, which consent shall not be unreasonably withheld, conditioned, or delayed ■ Assignment shall not be effective unless: • the Developer delivers written notice to the CRA at least thirty (30) days prior to the assignment, • the third party assignee demonstrates to the reasonable satisfaction of the CRA that the balance of the Tax Increment Revenue is required to maintain the Affordability Requirements, and • the assignee shall specifically assume all of the obligations of the Developer under this Agreement. ■ If the Lender takes over the property, and tells the CRA within 90 days that it wants to take over the Agreement and all the obligations,the Agreement will be automatically assigned. • Minor Modifications.The CRA Executive Director, shall administratively amend this Agreement(without requirement of CRA board approval) as may be reasonably required by the Lender, provided that such amendment does not pertain to or impact any material term 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. ("Material terms" include all required elements, public benefits, any anything else reasonably determined by the CRA to be material.) • Force Majeure: written to includes pandemics. 01671674-1 o v ovry oYo v E _ Eo a o E _ v . ovQry ao . - 3~ m a o y m m a a E u IN r u a a yE U ti a� IN N Im IN I SY,e IN a cm m I I m aom. O � wmN IN Im m o v IN INIm m 1. .1 Im mN Tar a.°ii. C $; a aIm Im 1. 1. 1. e F N o � v v v v v v v v v v v v v o o o v o v o o v v v v O O v a¢o E c ¢ c ao E¢ c ao E¢ c ao E¢ c Qo E¢ c Q¢ c Q¢ ac - � d p l7 « l7 « l7 « l7 « l7 « l7 « l7 « l7 « v N v eq QE' u u v u v u v u v u v v v m m m m m m m m c n n n n n n n n m v l P E v v v Z Z E Z Z o _ O >' E,. C a o r u v = v > v 0 E v Y E .l7 E d �' =o m`u v Y - Q ml 11 W4 u r u r o w O z 3 E v Q ¢ v Q a °z E E,x u v u r o c u a o w o v ° m v r °v E a v r °n E v _ zIN E _ u y M m o r 3 = v v, -o E-O m moE, E,. o f o E o o o o 3,. 3o E u u a v v a- S= v ° o � v v v v v o v n O °u r - o v m v r v r v r r r m o v v u 6 m o m = n o v� � � N d � CL c ti E ' E F E E E m v Y v v E .n �o o ry ry w ry >+ IN IN IN IN IN IN IN IN c V _ m ry ry ry ry ry ry ry ry m o a a a o a rfi ❑2 N N 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 3$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 0 O N O O a O 46 �i LL 0 O c o X F: O Q 0 m N O 6 a U N U O O .> r Q w O- m N m U m O O O O Q m E S N Q O m O >, a a o O a ON d o8 Q N w N O >. 0 0 0 0 o co 0o co w o `-' �n e» rn cc rn x `m .� A m� N � W � N 2 Q Q C Lo Q O US Q N m C Q N p N CL o a� c N mco �2 coo0 0 0 0 o o o U C D N V N O O O O O o Q N O E � O � O N O vO O.0 N V V M N o ' m O N O. 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N m LL o = oC w v w Q a.__ O W fC o a- LL v ° Q c c O .4 w > v °� s cU) L > U Ti w o E s Ti w a w ¢ c¢ (�._ w z N W LL a0 m m w o x o w E m ° u s s U o Agwaa ° o v w .. ., �U p m.=�o o 0 E r w � 0ro = o� o a UjLL N 0 w w Ii z C w O IL o F- ' wow K z o] °o o .L - rn m U) E x O w 0 O w Q UN NU w > LL0- Q W QC CL H a Cl 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 r, t Y • � 1 , { i ti Nk z sft flit S. ?r?IS V ! Itt t w XT :k LMU OJ ii?I LMUr, Q 1. i a E C T C C O a 4� U E a) C � N O rl rl NCl �, 1➢ _ ci O O *k " c I c-I -:t U N +�+ M N N M O J M > +� --i N a 0 N __jN LL > a)_ gal ,d 0 L.L. 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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 0 w LL- > U C� Q �i X111 QUALIFICATION AND BACKGROUND OFDEVELOPER Affi|iatedDevelopment(°AffiUated")balocally-based development company with offices inBrovvandand Palm Beach Counties. We pride ourselves on creating developments that make a social impact in the communities we 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 3years,and built areputation uoone ofthe most well-respected companies inthe 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 uouniquely qualified towork alongside CRA staff and City leadership toexecute 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)iylocated 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 to meet the financial obligations for our developments. The fund b comprised of local police,fire and general employee pension plans,which creates a unique alignment of interest between our investors and municipal partnerships. Affiliated closed on 3 different large-scale loans(totaling over$100 million)during the global pandemic,a time where many others were struggling toobtain financing. Affiliated(and its principals) have executed nohundreds ofmillions 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 proposer). 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 Affiliated the Boynton Beach CRA can rest assured knowing it will be dealing with the same entity from start to finish and for years tmcome. Lastly,it is our belief that we are uniquely suited to carryout this project due to exclusive'quo|M1cationsnqother proposers posses�such as. (I)ha�nQthe IO1N.Federal Hwy prnpe�y,(Z)our re|a�onshipwith DhghtUne,(3)our LO|xxithHurhcameA||ey^ (4)ourcommitmenttofina|izea |eooeuxithQyerK4accmiok&Associates, (5)discretionary capital,and(G)propose r-*pecificPPP experience for this product type. We hope to demonstrate this further in this proposal and qualifications for The Pierce and thank you for your consideration. LSi n cerely, ur�r~ ' Co-Founder&CEO Affiliated Development ~ A7TACH[NENT"C" PROPOSERIS) |NF0RM/TUKJN Name: Affiliated Devm|opnnerd, LLC 613 NVV3rd Ave Ste 104 Street Address: Mailing Address (if different\: N/A City, State, Zip: Fort Lauderdale, FL 33311 S54-053-0733 NIA Email � FaxNo: Ernai| Address ofContact Person: Lexi Dunn, LDunn@Ajfi|iateaJDeve|upnoenLoVnm Jeff Burns, JBumno@Affi|iatodOeve[opnnenLoonn 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. No /\8e ofOrganization—|n continuous 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, FIL 33301* Nicholas Rojo, Co-Founder 8 Premidant, 528 Greenway D[ North Palm Beach. FL 33408 - ~ Federal Identification No.' 82-3300420 State nfIncorporation 8kRegistration Nn.: Florida, L170U0227G46 |fnot acorporation, explain your status: Page 30of3U 0 - U-i < Ll- > cn < :3 4-j m 4-j U) >N 4-j M� 4-j C: LU I dh m 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 aP 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 0 - U-i < Ll- > < 0 (n >1 C) dik JH.L i a co aY) v a o o ,� m zs 'an • _ s E 'L a a '� u c c o as N a E c a27 o � ,y° n c D a o a c s a CO a txo v 0- v ami ) a o a '� N -0 n', m E E t a m a m U s a o w t m °�' -Fu 0 o m E t a s • + ! °' C a u � +; O - O O O 0 •� a N � N a oa o p o s y m Q c a) + m 3 D o v m c u ° u C x-� o c :^ m � O + o c V)) v m v a c °0 m c c -0 Q as,,, tm ° +� v o m o m w m '6 p O C m C 1p +�+' fO 0 0 a O C C y 0 Y m Y V Y N p m m E o m c n c u a v N a, z o 3 m a) _^ �o Y m " c 0 c o n a = a s T = o O o m - o'E Z = 'a c N .110 ?' f�0 a+ .0 w '' C o p -0 N m t a/ c�I m m a u Y 'j a U +a a N m t f C 4 s a u � " 10 a o u ` " a) '6 C a '6 •_ >O C U f0 � a N E -O N > C V O O N o n °/ a E u a E o'er m s u 1° Y c a a a`) n a s O '6 C 0 > • 'O i) a m t m O Q i+ yam,, w '� u °'.v a j`0 O ,E 1 V O E j -0 a a a) w w O ++ C:Tn c C] m � a a E a) o ° mo aN) o ° v t � m � v a u '- o E _r_ I c •i m ON cu.) •� C a N a/ .� .. m m Q- . 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Landlord: QOM{ LLC, a Florida limited liability company, is successors or assigns (an affiliated entity of Affiliated Development, RFP/RPQ proposer) Tenant, CAFlE BARISTA, INC., Florida corporation, d/b/a Hurricane Alley Raw Bar Restaurant Site: Lots 6 and ?, Block t, "Subdivision ofth Town of Boynton," as further dfin d in Exhibit A; and all ancillary alleyways & rights of way should they be abandoned by the City of Boynton Beach Request for Proposals and Developer Qualifications for 115 N, Federal Highway Infill Mixed-Use Redevelopment Project (RFP 21-05), issued July p 2021 by the Boynton Beach CRA Project Landlord is submitting a proposal for the RFP/RFQ RFP/Fthat will be a mixed-use development project with an 8-story multifamily rental building, retail, restaurant and office spaces, including a parking garege Building, ppro im tely 3,000 square feet of first floor commercial retail building located on the Site with approximately 1,500 square feet of mezzanine space, as further defined in the attached building floor plan, which may be adjusted as required until the Landlord has received site plan approval from governing jurisdiction Property: Shall roan the Site and wilding Use, Bar & Restaurant Bass ntx $7,875 per month, $94,500 per year Lease Type: Initial Lease 15 Years Renewal: One (1) 15-year Extension Option Rent Increases- 4 0111. every two ypars Purchase bort'. Within 5 years from the Possession Cato (the "'Option Term"), Tenant shall have the option to purchase the property from Landlord for a 5.50% capitalization rate, as determined by the calculation as stated herein (the "Sale Price Calculation"). Luring the Option Term, Tenant shall notify Landlord in writing of Tenant electing to exercise the Purchase Option (the 3 ,., ,1 NVV 3rd Ave., Ste 104, Port Lauderdaie,FL 33311 (954)953-6733 TED EVEL- .rN "Purchase Option Notice"). The Purchase Option Notice shall include (a) the Sale Price Calculation„ b)the intended date of closing (which must fail within the Option Term), and (c) proof of financing. Sale Price Calculation shall be determined by adding the look ahead 12 months in Base Rent, starting with the intended closing date, divided by 5,50%,. Sales Tax. Palm Beach County, currently at 7.0% Possession ate; Upon the date Landlord provides Tenant written notice the Demised Premises has achieved a TCO (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 timeframe between demolishing Tenant's current business location and the Possession Date of the new Building-, Rent Effective ate: Possession Date Prepaid Rent: 2 Months, which shall be applied to first and last month rent Security Deposit: $15,000.00 e i m Tenant shall work with Landlord design team to design the Demised Premises to accommodate 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 must be approved by Landlord and shall be in accordance with the Landlord budgets, which will be provided to Tenant. Tirnefrarnes 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 timeframes. Excessive design costs will be borne b Tenant. arrldloWork: Landlord shall deliver the space to a vanilla shell condition, which shall mean that the space will have the following: HVAC, concrete-slab floor, ready-to-paint walls, electrical outlets, primary lighting (not decorative fixtures), plumbing stub-in connections, bathrooms equipped with toilets and sinks, grease trap, cooking ventilation, storefront windows and doors, standard sound proofing, exposed and painted ceiling, interior doors, arid' any other code-required feature. The cost of Landlord Work shall be borne by the Landlord.. Teri nt or : At the time all Landlord work has been completed, Tenant shall be responsible to build-out any remaining construction (including the requirement for any additional permitting). Tonant shall lire Landlord's general contractor, or another qualified general contractor as approved by Landlord, to complete Tenant Work. Tenant shall be responsible for (brat: not limited to) tate following improvements to the Demised Premises: paint„ flooring (beyond concrete), tile, specialty carpentry and woodwork (bar), decorative light fixtures, millwork, kitchenlbar equipment installation, low voltage, furniture installation, audio/visual, decorative fixtures, and all other 3 NVV 3rd Ave., Ste 104, Fort Lauderdale, FL 33311 (954)953-6733 i AFF ATED 0 E V E 1.. P M E N T work not provided by Landlord, Landlord shall provide Tenant with a $200,000 allowance for all Tenant'm> or , which shall be dram based on % complete of Tenant Work and after Landlord Work. Any Tenant Work costing over$200,000 shall be the responsibility of the Tenant. Building Signage: Tenant shall work with Landlord sign company to design exterior Tenant signage, Landlord shall approval the f=inal design for the exterior signage.. The cost of the exterior building signage shall be borne by the Tenant, Information: Tenant shall provide Tenant operating history, financial statements and any ether documentation to the Landlord that is rea onably requests, Guaranty: Alt owners of the Tenant agree to a guaranty. guaranty shall be lifted at the time cumulative rent (payable to Landlord) exceeds the total amount of the Landlord "work. Confidentiality. Tenant agrees that all information exchanged during negotiations or once this LI is complete, shall not be disclosed, disseminated, published, released or reproduced to any person, corporate or individual, other than the officers, directors and legal consultants of the Tenant. RFPIRFQ Exclusivity'. From the date this L l is fully executed, Tenant agrees to cease communication with any, party interested in or participating in the RFP/RFQ, In the avoidance of doubt, this means that Tenant (and it's officers, affiliates, employees and consultants) shall not have any communication (written or verbal) relating to the Landlord, this L ?l or the RFP/RFQ unless such communicatlon is approved by Landlord. Tenant agrees to publicly support the Project and Landlord in time RFS/RF , and shall make, all reasonable efforts to assist Landlord on beim selected for theRFP/RFQ and obtaining all municipal approvals. Tenant agrees (as business and in personal capacity) not to interfere with the RFF/RFQ in a manner that could cause harm to the Landlord or Project.. (signaturepage to follow) ) w67 3rd Ave-,Av , Ste 1 4 Fort Lauderdale, Flu 3331 AAFFILIATED 1) C V E L 6 P A E. I Landlord and Tenant shall work in good faith to finalize a final lease agreement, consistent with the terra arrtai d herein.. Such lease agreement shall be finalized within 90 days after the Landlord achieves site control for all properties necessary to accommodate the Development, This L Oland any obligation herein small be non-binding and subject to the execution and delivery of a mutually agreeable lease agreement, which exception to all exclusivity and confidentiality provisions. Tenant Signature: Printed arae: I M � Signature- Date: Landlord Acceptance: tance: Printed Name:Jeff Burrs Signature- Title/Entity, ignature:Tito l mit , Manager, BB QOZ, LLC Date. 613 NW 3rd Ave., Ste 104,Fart Lauderdale,FL 33311 ( a4)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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PARVES AND PROPERTY: BB 004 LLC, a Florida limited liabilfty company ("Buyer") 2 agrees to buy and_ RAJWS FAMILY.INVESTMENTS, Inc.,a Florida TLtjon ("Seller-) 3 agrees to sell the property at: 4 Street Address: 101 N.Federal l-l B2)T!2n Beach FL a Lega I Description: See Addendurn 7 a and the following Personal Property-Ara and all Personal Proper ed py Seati,and tisad exqusive 9 with the 10 (all Collectively referred to as the"Property )on the terms and conditions set forth below. 11 2.PURCHASE PRICE. $2,000.000.00 12 (a)Deposit he in escrow by: Wa Un on LLP $ 20,000.00 13 ( Escrow Agent ) (.%ecm;a.Subied ta SdUW and MW oWbcbon) 14 Escrow Agent's address: 7900 Glades Rd., Boca Raton, FL Phone. 5617660011 15 (b)Additional deposit to be made to Escrow Agent 16 E3 within_days(3 days, if left blank)after completion of Due Diligence Period or 17 E]within_days after Effective Date w. $ is (c)Additional deposit to be made to Escrow Agent 19 within_days(3 days,if M blank)after completion of Due Diligence Period or 20 within_days after Effective Date $ 21 (d)Total financing(see Paragraph 5) $ 22 (a)Other $ 23 M All deposits will be credited to the purchase price at closing, 24 Balance to close,subject to adjustments and prorations,to be paid 25 via wire transfer, $ 26 For the purposes of this paragraph,wcompietion"means the end of the Due Diligence Period or upon delivery of 27 Buyers written notice of acceptabillty 28 3.TIME FOR ACCEPTANCE; EFFECTIVE DATE;COMPUTATION OFTIME., Unless this offer is signed by Seller 29 and Buyer and an executed copy delivered to all parties on or before see Addendum "this offer 30 will be withdrawn and tae Buyees deposit, If any,will be returned.The time for acceptance of any counter offer will be 31 3 days from the date the counter offer is delivered. The-Effactive DaW of this Contract is the date on which the 32 last one of the Seller and Buyer has signed or Initialed and delivered this offer or the final counter offer or 33 - see Addendum . Calendar days will be used when computing time periods,except time periods of 5 34 days or less.Time periods of 5 days or less will be computed without including Saturday,Sunday,or national legal wi holidays.Any time period ending on a Saturday, Sunday,or national legal holiday W611 extend until 5:00 p.m.of the next 36 business day.Time is of the essence In this Contract 37 4. CLOSING DATE AND LOCATION: 38 (a) Closing Date: This transaction will be closed on see Addendum (Closing Date), unless so specifically e nded by other provisions of this Contract. The Closing Date will prevail over all other time periods e 40 in "Ut fK Imite Jdu not fl d to, Financing and Due Diligence periods. In the event insurance underwriting is suspended auyqr� an0J C d Seller ad(nm4edge receipt of a copy at this page,which is page I of a pages. CC-15 Rev 9117 &CWW,OOM4Ml BI-W?3154 02017 C3 Ptabarse �°'Form Simplicity 41 on Closing Date and Buyer is unable to obtain Property insurance, BUYOV May Postpone closing up to 5 days after 42 the insurance underwriting nsion is lifted. 43 (b)Location, Closing will take placeits County, Florida, if left blank,closing will take.place in the 44, my where the property is located.)Closhag may be conducted by mall or electronic mea 45 5.THIRD PARTY FINANCING: 46 BUYEWS OBLIGATION- n or before days(5 days if left blank)after EffectivO Data, Buyer Will 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 loam fees not to exceed f the principal amount,for a term of years,and amortized o over - years,with additional terms as follows: 1 52 oyer rill tl ly provide era aril iii credit,errlployrmerat,firaanlial and other information reasonably 53 lender. oyer mill use go "h and reasonable dil' once to i ob in Loan required by airy proal lra days da if left r blanks frorrr ect3e ate(L approval sten(ll satisfy terms and conditions of the Loam proal,aril lr� dose s the loam. r will k ... y p a 9 aril raker Bally In oral about l napplication s us and authorizes a mortgage broker and lead to diaclose all such inforrrtatlon to eller aril raker, Buyer will notify Sailer immediately upon 7 obtaining finan ' g or being rejected by a leader. L ` I : If Buyer, after using d faith and reasonable x pp y Approval Date, Buyer rimy within days(3 days if left blank) dill. fails to obtain Loan ravel b Lrrart ss deliver written notice to Seller stating Buyer either waives this financing contingency€r cancels this Contract. 60 If Buyer does neither,three Seller 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 62 those conditions of Loan Approval related to the Property. (for purposes of Paragraph 5 only). if Buyer 63 has used good faith and reasonable diligence but does not obtain Loam Approval by Loan Approval Date and 64 thereafter elther party elects to cancel this Contract as set forth above or the lender falls or refuses to close on or 615 before the Closing late without fault on Buyees part,theDeposit(s)shall be returned to Buyer,whereupon both as parties will be released from all farther obligations under this Contract,except for obligations stated herein as surviving 7 the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use 68 good faith or asonable diligence as set forth above, Sailer will be entitled to retain theDeposit(s)if the transaction ss does not close. For purposes of this Contract, "LoamApproval'means a statement by the lender setting forth the terms 7o 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 prequalification latter shall be deemed a Loam Approval for purposes of this Contract. 72 .` fTL .Seller has the legalachy to and will convey marketable title to the Pro 'y statutorywarranty 73 de special warranty dead other _ free of luras, easements and 74 encumbrances of record or known to eller, but subject to property taxes for the year of closing;covenants, 7 restrictions and public utility easements of record,-existing zoning and governmental regulations;and dist any other 76 matters to which title will be subject) 77 78 provided there exists at closing no violation of the foregoing and none of therm prevents Buyees intended use of the 79 'rope as mixed-use rmulffarmity rental develo rmemt, lracludirrg rking and grog nd fLoijr miner al spa 8 (a)Evidence of Title:The party who pays the premium for the title insurance policy will select the closing agent s or the title search and sing services. eller will,at one ( ellor°s ale expense and s wi thin days after Elle e e or at least days fo Closing[date deliver to r( one) gee end�rrrt ()a fide insure commitment b a Floriday a lr rl d title insurer "ng f dose to lis by lifer at or befbre Closing and,upon Buyer record Ing the deed,an owners policy in the amount of the purchase ®�ipdce 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,Seller Will deliver a copy to Buyer within 16 days after Effective e. it. an 1 7 tract of title,preps or brought current an $i a Erna or as correct by an existing firm. ss However,if such ars abstract is not available to Seller,then a prior owner's We policy acceptable to the proposed ss insurer as a base for reissuance of coverage may be used.T `or ti ll include pi of all policysie sAad an update in a at acceptable to Buyer from the policy effective date and certified to Buyer or BuYarL"v1�6 w and ilei � acknowledge Via; it of a COPY Of tills P29a,wWCh as Page 2 of 8 Paqes. CC-5 Wev /t7 Serial#:WM44MOI-8073159 @2017 Florida Realtoml t_1 Form '' implicit 1 Buyses closing agent together with copies of all documents recited in the prior policy and in the update. If such 2 an abstract or prior policy is not available lo Soifer then(L)above will be the evidence of tMe, 93 ( )Me Examination:Buyer will,within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title dears. Title will be deemedacceptable to Buyer if(1)Buyer fails to deliver proper notice of defects or( ) 1"Curative er deli r proper written n . and eller cu the def within da from ipt cif a noticePeriod').Seller shall use good faithefforts to cure the defects-.1f the defects are cured within the 97 Curative Period,closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the s scheduled Closing Dates Seller may elect not to cure defects if Seller reasonably believes any defeat cannot be 99 cured within rative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days Ion from receipt of notice of Settees inability to cure the de el whether to terminate i Contact or accept 101 a subject exists` defects and close the transaction without red ua `on in purchase prim. 102 (c)Survey- (check applicable provisions low) 103 Seller will,within 5 days from Effective Cate,deliverer to Buyer copies of prior surveys, 104 plans,specifications,and engineering documents, if any,and the following documents relevant to this 105 transaction: 106 see Addendum 107 prepared for Seller or inSeller's possession,which show all currently existing structures.In the t this 108 transaction does not close,all documents provided by Seller will be returned to Seller within 10 days from the 109 date this Contract is terminated. 110 9 Buyer will,at 0 Settees N Buyer's expense and within the time period allowed to deliver and examine III_ file evidence, obtain current registered surveyor. Ithe survey eels 1ran the Property rrthatas improvements orthe of another, will 113 accept the Property ® ,existing en=achments 9 such encroachments will constitute a title defect to be 114 cured within the Curative Period, 115 (d)Ingress and .Seller warrants that the Property presently has ingress and egress- `116 7. PROPERTY CONDITION. ller 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 since 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, plans interest,if applicable,or require Seller to return 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 Pro "as is"„ Buyer waives all claims against Seller for any 123 defects in the Property, (Check(a)or ) 124 a r has inspected the Property or waives any sight to Inspect and accepts the Property in its was is" �.. , 18 concifflon. s�efteddndu 126 ( )Due Diligence Period, Buyer will,at Buyees expense and within days from Effective ate("Due °127 DiligencePeriod"), to ine whether the Property is suitable,in -Buyees sole andabsolute discretion. During the 128 term of this Contract Buyer may conduct any tests,analyses,surveys and investigations("Inspections")which 128 Buyer demos necessary to determine to Buyees satisfactions tate Property's engineering,architectural, 130 environmental properties;zoning and zoning restrictions;flood zone designation and restrictions, subdivision 131regulations;soil and grade;availability of access to public roads,water,and other utilities;consistency with local, 132 state and regional growth management and comprehensive land use plans,availability bili f permits,government 133 approvals and licenses, mplian with American with Disabilities Act;absent of asbestos,soil and ground 134 water contamination-,and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Sellerprig to the expiration of the Due DiligencePeriod of Buyees detennination of whether or not the Property 136 is acceptable. Buyees failure to comply with this notice requirement mill constitute acceptance of the Property in 137 its present"as ism condition.Seller grants to Buyer, its agents, contractors and assigns,the sight to enter the 138 Property at any time during the terin of this Contract for the purpose of conducting Inspections, upon reasonable 1-39 notice, at a mutually agreed upon time,provided,however,that layer, its agents,_ contractors a assigns enter 144 the Property and conduct Inspections their own risk. Buyer will indemnifyand hold Seller harmless from 141 losses,damages, costs, claims and expenses sof any nature,including omeys'fees at all levels,and from 142 liability to any person, arising from the conduct ref any and all insp nos or any authorized Layer. Buyer 143 will not engage in any activitythat could result in a mechanic's fieri being filed against the Propertywithout 144 senees prior mitten consent. In the event this transaction does not close, (1)Buyer will repair all damages to the and rt cka ed ea t of � y of this page,whidlas Page 3 of a Page& CCS¢ 4 v 9117 1 7 RoMe Reaftre saftaw,95W4�W1614M31M Form Simplicity 145 Propertyresulting from the Inspections and return the Property to the condition it was in prior to conduct of the 14 Inspections,and(2Buyer will,at Buyees expense release to Seller all reports and other work generatedas a 147 result of the Inspections.Should Buyer deliver timely notice that the Property is not acceptable, eller agrees that 148 Buyees deposit will be immediately returned to Buyer and the Contract terminated, 949 (c)WWalk-through Inspection:Buyer may,on the day prior to closing or any other time mutually agreeable to the 150 partiesconduct a final k-throughp inspection of the Property to determine compliance with this paragraph and 151 to ensure that all Property Is on the premises. 152 "OPERATION OF PROPERTY DURINGCONTRACT lOD: Seller will continue to operate the Property and any 153 business conducted on the Property in the manner operated prior to Contract and will take no action that would 154 adversely impact the Property after closing,as to tenants, lenders or business,If any,Any changes,such as renting 155 vacant space,that materially affect the Property or Buyees intended f the Property will be permitted 0 only+mitts 155 Buyers consent F-1 without Buyees consent. 157 gA CLOSING PROCEDURE, Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 155 the norms where the Property is located. 15 (a)Possession and Occupancy.Seller will deliver possession and occupancy of the Props to Buyer at 160 closing.Seller will provide keys,rewrote controls, and any securiVaccess codes necessary to operate all locks, tet mallboxes.and security systems. tBuyer will payBuyer's attomeys'fees,taxes and recording fees on notes, mortgages and financing 163 statements and recording fees for the deed° Seller will pay Sellees attorneys,fees,taxes on the deed and 164 recordingfees for documents needed to cure tette defects. If Seiler is obligated to discharge any encumbrance at or i6s prior to closing and falls to do so, Buyer may use purchase proceeds to satisfy the encumbrances. t (c)Docurneller will provide the deed;bill of sale; mechanic's lien affidavit;originals f those assignable 167 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 108 Service r from Seller advising each of therm of the sale of the Property and, if applicable,the transfer of its "ice contract,and any assignable warranties or guarantees received or held by Seller from manufacturer, 970 retractor,subcontractor,or material supplier in connection i the current pies of the n miniurm 171 documents,if applicable;assignments of s,updatedrent roll;tenant and lender estoppels letters(if V2 applicable);tenant subordination, non-ftturb-ance and atternment agreement ( N required by ft Buyer or 173 Buyees lender;assignments of permits and licenses;corrective instruments;and lettere notilying tenants of the 174 change in owner-ship/rental ent. If any tenant refuses to execute.an estoppels l requested by the f seise•, if 17 gayer in writing,will certify that information regarding the tenant's lease is correct If Seller is an entity, eller will 176 deliver a resolution of its governing authority authorizing the safe and delivery of the deed and certification by the 177 appropriate party certifying the resolution and setting forth facts showing the conveyance conformsto ft 178 requirements of local law.Seller will transfer security deposits to Buyer, Buyer will provide the closing statement, 17 ortgages and notes,security agreements,and financing statements. 180 ( es and ati :Real estate taxes,personal property taxeson any tangible personal'property, bored t l payments assumed by Buyer,interest,renis(based on actual collected rents),association dues, insurance 182 Premiurns 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 wil1 be used with due 184 allowance being made for improvements and exemptions.Any tax proration based on an estimate will,at request `685 of either party,be readjusted upon receipt of current year's tax bill,this provision will survive closing. 986 (eSpecial Assessment Lions: Certified, confirmed,and ratified special rise m nt Yens as of e 1 drag Date tax mill paid b el r. If aconfirmed,and ratified special assessment is payable in insWilments, Seller will lee pay all installments due 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 10 Closing Date.Buyer will be responsible for all assessments of any kind which become due and owing after dosing tet Date, unless an improvement is substantially completed as of Closingate. If an improvement is substantially 192 completed as of the Closing Date but has not resulted in a lien before closing, - ll g� y the amount of the Iasi. 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 assessments. 195 M ForeignInvestment in Real Property Tax Act(FIRPTA): If Seller is a Kfbreign peraoW as defined by FIRPTA, t 5 Seller and agree to comply with Section 144,5 of the Internal Revenue Code. Seilerand Buyer will tel C071RIse,ex e,and deliver as directed any instrument,affidavit,or statement reasonably necessary to comply Buyer 6 _ ra€3 EBS acknowledge p b r` f his #irr r arw Rev V17 X17 RwWa Roeitors* Forst 198 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 199 Social Security Numbers to the closing agent, If Buyer does not pay sufficient cash at closing to meet the 200 withholding requirement,Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 201 requirement. 202 10.ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent(collectively'Agent")to receive, 203 deposit,and hold fiends and other property in escrow and, subject to collection,disburse them in accordance with the 204 terms of this Contract.The parties agree that Agent will not be liable to any person for misdalivery of escrowed items to 205 Seller or Buyer,unless the misdelivery is due to Agents willful breach of this Contract or gross negligence. If Agent 206 hes doubt as to Agent's duties or obligations tender this Contract,Agent may,at Agent's option, (a)hold the escrowed 207 items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator 208 determines the rights of ft parties or(b)deposit the escrowed Hems with the clerk of the court having jurisdiction over 209 the matter and file an action in interpleader. Upon notifying the parties of such action,Agent will be released from all 210 liability except e duty to account for items previously delivered out of escrow. If Agent is a licensed mal estate 211 broker,Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items 292 or is made a party because of ming as Agent hereunder,Agent will recover reasonable attorney's fees and costs 213 incurred,with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs 214 in favor of the prevailing party. 21 .CURE PERIOD. Prior to any claim for default being made,a party will have an opportunity to care 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 complying party specitying the non mpl°ian The non-complying party will have days(6 days if left blank)after 218 delivery of such notice cure the non-compbrice. Notice and cure shall not apply to failure to close. 299 12. Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 220 to each other for damages so long 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. 222 "Force jeuren means;hurricanes,#foods,a drama weather,earthquakes,fire,or other acts of God,unusual :222 transportation delays,or wars, insurrections,or acts of terrorism,which,by exercise of reasonable diligent effort,the 224 non-performing a is unable in whole or in part to prevent or overcome.All time periods,including Closing Date,will be extended a reasonable time up to 7 dates after the Force Majeure no longer prevents performance under this 223 Contract,provided, however,if such Force Majeure continues to prevent performance under this Contract more than 223 30 days beyond dosing Date, then either party may terminate this Contract by delivering written noti' to the other 226 d Me Deposit shall be refundedto Buyer,thereby releasing Buyer and Seller from allfurther ob%alons under this 220 13.RETURN OF 4 Unless otherwise specified in the Conbad, in the evert any condition of this Contract is 230 not treat and Buyer has timely given any required notice regarding the condition having not been met, res deposit. 233 will be returned in accordance with applicable Florida Daws and regulations, 232 14.DEFAULT: 233 (a)In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make 234 the title marketable after diligent effort, Buyer may elect,to receive return of Buyer's deposit without thereby 23waiving any action for damages resulting from Seller's breach and may seek to recover such damages or seek 236 specific performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 brokerage fee. 233 ( )In the event the sale is not closed due to any default or failure¢aro the part of Buyer,Seller may either(1 230 retain all deposit(s))paid or agreed to be paid by Buyer as agreed Capon liquidated damages,consideration for the 240 execution of this Contract,and In full settlement of any claims, upon which this Contract will terminate or 2j seek 241 specific performance. If Buyer falls to timely place_ a deposit as required by this Contract,Seller may either(t) 242 terminate the Contract and seek the remedy outlined in this subparagraph or( proceed with the Contract without 243 waiving any remedy for Buyees default. 244 15.ATTORNEIrS FEES AND COSTS: In any claim or controversy arlsing out of or relating to this Contract,the 245, prevailing party,which for purposes of this provision will include Buyer, Seller and Broker,will be awarded reasonable 246 a'ttomeys'fee P costs,and expenses. 247 16.NOTICES:All notices will be in writing and may be delivered by mail,overnight courier, personal delivery,or 248 electronic means.Parties agree to send all notices to addresses specified on the signature page(s).Any notice, 249 document,or f ern given by or delivered to an attorney or real estate licensee(including a transaction broker) 250 representin will be as effective as if given by or delivered to that party. r' and Seller acknaMedge receirit of a Copy Of this Page,Which as F� of 8ee . �,�Volff 7# 17 RwWa eaa8ae ,-k Farm Simplicity 251 17.DISCLOSURES: 252 t Real Estate dei Commission Li . The Florida Commercial Real Estate Sales 253 Commission Lion Act providesthat a broker has a lien upon the net proceeds from the sale Of 264 commercial real estate for any comrrdssion earned by the broker under a brokerage agreement.The liens upon the 255 owner's net proceeds is a lien n personal property which attaches to the owner's not proceeds and does not 255 attach to any interest in real property.This lien right cannot be waived before the Commission is earned. 257Assessment Lions Irnposed by Public a The Property may be subject to unpaid special 2 9 assessment li imposed by a public body. to public body includes uni Development District,,)Such 259 liens, it any,shall be paid as set forth in Paragraph 9(e), 260 c) Radon Gas. radon is a naturally occurring radioactive gas that, when it has accumulated in a building its 261 sufficient quantities, may present health risks to persons who are exposed to it over 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 your county public health unit. 2 d _y Rating Information: Buyer acknow gas receipt of the info tion br ham r CTed by 265 Section , Florida tut 265 18.PJSK OF LOSS: 267 )If,after the Effective Late and before dosing,the 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 de it(e)will be tU d to 2 ra ltern tively, r �II have the option of purchasing the Property at the agreed upon purchase pd and 270 Seller will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds,or Sellees claim 271 to any Insurance proceeds payable for the damage.Seller will cooperate with and assist Buyer in collecting any 272 such proceeds, Seller shall not settle any insurance claim for damage s by casualty without the consent o 273 the Buyer. 274 If, after the Effective Date and before closing, n y pert of the Property is taken In condemnation or under the 275 right of eminent domain, or Proceedings for such king will be pendi or threatened, r e n this 276 Contract without liability and the deposit(s )will be returned to Buyer.Alternatively,Buyer Irl!'have ttl� opts of rch ing whet 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 Sellees claim to any award payable for the taking. Seiler will cooperate 279 with and assist Buyer in collecting any such award. 280 19.ASSIGNABILITY;PERSONS BOUND:This Contract may be assigned to a related entity,and Otherwise is not 281 282 to the Sble Z eller atslastignable. If 5 days prior t rs Contract may to sing.The the s oyer," eller` and"yer shall Broker' roke copy m be singular or agreement 283 Contract is binding u r, Seller their heirs,personal representatives, Successors and n if lar t. This 284 assignment is permitted). 285 20.MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 286 Modifications of this Contract PAII not be binding unless in writing, signed and d'eltver by the to e bound. 2 ` n € ,initials,documentsreferencedin this Contract, Counterpartsand written€r�o fi ons communicated ted 288 electronically or on paper will be acceptable for all Purposes,including delivery,and will be binding. Handwritten or 289 typewritten terms inserted in or attached to this Contract prevail over preprinted terns. If any provision of this Contract 290 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective.This Contract will be 1 construed under Florida law and will not be recorded in any public records. 292 . Neither Seller tsar Buyer has used the services of, or for any other reason owes compensation to,a 293 licensed real estate Broker other than: 4 Sellees Broker: NONE 295 (ca y Prier: 296 who is a sn leqt is ns b or s no brokerage Deanship n will be compensated b 297 Seiler r parties pursuant to a listing agreement other(specify) 298 . 299 - . - 300 yrs r arm_ - - {Address,Telephone,n e,Fra, -mall) d -- — Buyr and Set L 1 airknowledge MmPt Of a COPY of than page,Wbichis Page 6 of a€' som _.��Farm Simpli'c`ity 302 who 0 is s single aant is a n s kern i ill n t by 3 l is lI r r parties cant to ff an MLS offer of co n nr( 304 306 { ll IYrefe to as'Broker )in connection with any act relatingto the Property,including but not 1' iced to 306 inquiries, introductions.consultations,and negotiations resulting in this transaction. Seller and Buyer agree to 307 indemnify and hold Broker harmless from and against losses,damages,costs and expenses ,including 308 reasonable attomeys'faes at all levels,and from liability to any person,arising from(t)compensation claimed whichIs 309 inconsistent With e representation in this Paragraph,(2)enforcement action to collect a brokerage pursuant to 310 Paragraph 10. ( any duty accepted by Broker at the request of Seller or Buyer,which Is beyond the scope of 311 services regulated by Chapter 475,Florida Statutes,as amended,or(4recommendations or services provided and 312 expenses incurred by any third party whom Broker refers, recommends,or retains for or on behalf of Seller or Buyer, 313 22.OPTIONAL CLAUSES: (Check if any of the fbilowing clauses are applicable and are attached as an addendum to 314 this Contract), 315 ®(A)Arbitration (E)Seller Warranty (1Existing Mortgage 316 El(B)Section 1031 Exchange (1=)Coastal Construction ConbDI U" ( uyees Afforney Approval 317 El( Inspection and Repair El(G)Flood Area Hazard Zone ( Bellew Attorney Approval Sts Q )Seller Representations El(I-I)Seiler Financing gOther see Addendum 319 23.ADDITIONAL TERMS: 321 322 323 324 325 327 328 329 330 331 332 333 334 335 330 337 338 339 340 341 342 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY 343 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. TO VERIFYALL REPRESENTATIONS344 FACTS AND THAT ARE IMPORTANT THEM AND TO CONSULT AN APPROPRIATE PROFESSIONALL (FOR EXAMPLE,INTERPRETING THE EFFECT OF LAIWS ON THE PROPERTY AND TRANSACTION,STATUS F TITLE, FOREIGN INVESTOR 347 p I' T ,.TC.)AND FOR TAX,PROPERTY CONDITION,ENVIRONMENTAL AND OTHER Seller CL(____j acknowledge !Pt of s copy of this page,which is Page 7 of 8 Pages. C Rev W17 02017 R m 'Form Simplicity W ADVICE. Y THAT OCCUPY THE THAT ALL 349S TTI T ON LL ER 350T TI (OR ORAL, LIQ E UNLESS � INDICATES AL VERIFICATION OF 351 THE REPRESENTATION. YTO RELY SOLELY ON SELLER, F I L INSPECTORS 3552 GOVERNMENTAL AGENCIES FOR VERIFICATIONF T TYIT9 353 FACTS THATMATERIALLY AFFECT VALUE,L , aFOOTAGE 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 signatory has Rall power and authority to enter into and perform this Contract in accordance with its 356 terms and each person executing this Contract and other documents on behalf of such party has been duly authorized 357 to do so. 358 ' Date; 359y 9 _. Tax ID No.. __ a (Typed or Printed �a�e of buyer) �.�. � - t-� e �_� �.- o Title; TelephoneY1G's `f? 3 y �e.....a, ..-.._-...._r ._....,:...... .......�,...... Dat (Signature of Suffer _ 362 N (Typ or Printed Name of Shyer) _....._.— r__...._ 363 Title;__._.._ _ Telephone. 364 Buyer's Address for purpose of notice 36acsimile mail; (Signa Seller tate 367 _ ,�. -� Tax 3 �do;�' �'. . .... C (Typed or nnted Name o Seller) _ __._. 363 Titley ; .._ Telephone; 369 Date; .. (St nature of Sellers 370 _._...._ _..---•, _� _-_. _. .�a�_ Tax l h3�a.:.._. __ (T d or Printed Name of Seller) 371 Title. 372 Seller's Address for purpose of notice-* 373 Facsimile; _— �.. mail:_ T...._.:_. Elonda REALTORS makes no representation as to the legal validity or adequacy of any provision of this teras in any specific transaction.This standardized torm should m not be used in complex transactions or with extensive riders or addiflons.This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR*,REALTOW is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCtATUN OF REALTORS*and who subscribe to its Code of Ethics_The eoPyright laws of United States(t 7 U.S.Code)forbid the tmauthorized reproduction of this form by any means including IaCsirrrlle or computerz i forms. Buyer t :: )(_ and Seller(1-1 .)4 acknowledge receipt of a copy€f this page, which is Page 8 of 6 gages. OO-5 Rev 9df 7 Serial#:(165774-400161-8073156 0i`2 17 Florida Reattorsv Form DENDU ,ro COMV[ERCIAL CONTRACT THIS ADDENDUM TO COMMERCIAL COQ (the "Addendum"). entered into -this day' of ... ' .. . 7 (thy �� ffec tveLt " a €€ between g ' INF S` T , `.,a Florida corporation(the"Seller")and BB QOZ,LLC,a Florida limited liability company (the, " f'). Seller and Baeyer are hereby collectively referred to as the '60art:ies" and each., individually,a WITNESSETH. WHEREAS, simultaneously with the execution of this Addendum, Seller and Buyer are entering into that certain Commercial Contract,with an effective date o .T��a#-- $: , 2021 (the"Contract": together with this Addendum, hereinafter collectively:, the ` gyreeml-n .") for the sale of that certain real property located in Palm Beach County, Florida, as more particularly described in the Contract and in this Addendum. and 'IEE' , the parties are desirous of entering into this Addendurn to further document their agreement with respect to the sale and purchase of the Property(as defined below). NOW THEREFORE, in consideration of the prem ses and mutual covenants and promises hereinafter contained and the seam of Ten and No/100 Dollars ($10,00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: L Recitals® The foregoing Recitals are trace and correct and are incorporated herein as if repeated at length. Unless the context otherwise requires, all initial capitalized terms used but not defined in this Addendum shall have the meaning or meanings given to such terms in the Contract, This Addendum shall be deemed a part of but shall take precedence over and shall supersede any provisions to the contrar°y contained in the Contract. All references in this Addendum shall be deemed to refer to the Contract as modified by this Addendum, unless the context otherwise requires. 2. r22rtya With respect to the real property,, which is the subject of the terns of the Agreement,Seller represents that the legal description of said real property and other information regarding such real proper are as set forth on Exhibit "'A-]" attached hereto (tire hereinafter the `fro r rtv"). Notwithstanding any provision of'the Contract or this Addendum to the contrary,the legal description of the Property is suiJect to revision and update duringBuyer's Dare Diligence Period to ensure its accuracy, The Property shall include: (a)all rights and appurtenances thereto, including any rights,title and interests of Sellar in and to a iacent streets, alleys or rights-of-way., development rights, use rights, mineral rights, strips,gores,easements,privileg es,rights-of�way,riparian..and other water rights,rights to lands underlying any adjacent streets or roads, if any (such rights and appurtenances are hereinafter collectively referred to as the " prig,rrarace5")-. arid (b) ail straactures, fixtures and otarer improvements affixed to and/or located upon the property, if any, (the preceding items in subparagrapla (b) are hereinafter collectively rel-'erred .to as the a rernena s"). The Property, Appurtenances and Improvements, if arty, are hereinafter collectively referred to in the Agreement as the"Property-" 3. Lrositsm The initial deposit of Twenty Thousand and 04.1100 Dollars ($20,000,00) (thy: d the Additional Deposit(as defined herein is hereinafter referred to as tine�� e o it" The Deposit shall be deposited with Kapp Morrisan LLP("Escrow Agent") within two business days after the Effective Date, After the expiration of the Due Diligence, period, if Buyer has not terrrrinated this d endurn to Commercial Contract Page 1 of 12 1753TWO Contract, the additional amount of Thirty Thousand and 00/100 Dollars ($30,000,00) (the "Additional De sit') shall be deposited with the Escrow Agent. A. Clost n - 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. 4.1CLO-SkrI&Rate. The closing of the transaction contemplated by the Agreement(the Closin `) shall occur thirty (30) days after Buyer obtains the Required Approvals (hereinafter defined)(the"Qrig pat losi q11), 4.2 CondftiQqLtpegcdqi1t to Oblh- ations of BuNer. 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 wan-antics 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 indemnify Buyer from any and all unpaid sales tax liabilities 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-, (e) Intentionally deleted; (f) Buyer shall have obtained the Required Approvals; and (g) 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) terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned 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 survive termination; or(ii) extend the Closing Date until such condition precedent is satisfied. S. Title Ins!Lrance and Costs.Notwith standing any provision in the Contract to the contrary, the Parties agree to the following which shall supersede Section 6 of the Contract, 5.1 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 designate the title company and the title agent for this transaction (4liflfe Corm,awv"). 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 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 Mee, 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 Owner'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 Ob Lections"), 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 Pennitted Exceptions (it being the understanding that the failure of the Buyer to elect either(1)or(Ji)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 right 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 of: (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 the 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"Ret rg(terns"). Seiler shall have the obligation to satisfy, 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 Objections 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 9 shall be home 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 Purchase Price to satisfy any such Title Objections and Seller hereby consents Addendum to Commercial Contract Page 3 of 12 17537100 to such and directs Title Company to do so; if the proceeds from 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 litigation,Buyer may terminate this Agreement in which event Escrow Agent shall promptly refund the Deposit to Buyer together with reimbursement for Buyer's out of pocket costs incurred in connection with this transaction up to a maximum amount of$100,000. During the Due Diligence Period (as hereinafter defined), Buyer shall have the right, at Buyer's sole cost and expense, to obtain a survey ("Survey") 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. RI Wh_t0f ting of the Pr 6.1 BuN Due Di g en cc.RIL,h ts. (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 k&h_Jh#_JJE attached hereto to the extent in Seller's possession and control ("Seller's Qpcuments"). The Due Diligence Period commence on the Effective Date and expire on that date that is one hundred twenty 120 days after the Effective Date(the "Due Dili,.enc e Period"). During the Due Diligenaeriod, in addition to the rights set forth in Section bof the Contract, Buyer shall have the right to review Seller's Documents and communicate with any tenants of the Property. (b) A Sprovals. 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 CPA approval obtained by any municipalities and/or other authorities having jurisdiction over the Property, as applicable (hereinafter collectively the "Authorities,;" uthodities:,'I. 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 Dave adequate parking for such purposes (hereinafter collectively referred to as the "Proje "), including, without limitation: (i)alleyway abandonment, (ii)utility relocation, (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"App.Lovals"). For the avoidance of doubt, the definition of the terrn"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. Seller 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 received by 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 one hundred eighty 180) ays after the expiration of the Due Diligence Period,and Buyer does not elect to waeecondition 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 NoM 00 Dollars ($25,0(30), which amount shall be paid to Seller, 6.2 Marketing of Prqp�r_tv. Seller agrees that upon execution of the Agreement,Seller and its agents shall cease negotiation of the sale/purchase of the Property(or any portion thereof) with any other existing or prospective buyers of the Property and shall not market the Plroperty(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 " pb "Tenant Lease" 7. Seller's gesentatiaras and Warranties. Seller hereby makes the following representations and warranties to Buyer as ofthe Effective 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 (W) require the consent or approval of any other third party or governmental 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 or judgment, 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 terminated 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) from 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 terminated Addendum to Commercial Contract Page 5 of 12 175371 v1 0 at Closing by Seller,at Seller"s sole cost and expense,so that Buyer shall receive all of the Property free and clear of any such agreements, (b) Seller has no actual knowledge, of any '%azardous 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, to 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, Trev ironmentat LaWLs j") 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 occurred which violates any Environmental 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 RrLinL2-DLown-QeAifiqa e. At Closing, Seller shall deliver to Buyer a certificate, l dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, confirming that the representations and warranties in Section 7.1 are true and correct in all material respects. 7.3 LyeseLijgtions 'M__ p_ .A §- Tlee representations, warranties and indemnities of Seller set forth in the Agreement, updated as of the Closing Date in accordance with the terms of the Agreement, and as set forth in any Closing document delivered by Seller,shall survive Closing for a period of ninety(90)days after closing, 7.4 Covenants of Seller. From the Effective Date hereof until the Closing or earlier ten-nination 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 in which Seller has operated and maintained the Property prior to the Efiec-tive 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 Buyer 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 iu 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 wTiting of the occu nce of arty rre 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, & Seller Default. Section 14(a)of the Contract,is hereby replaced with the following: Addendum to Commercial Contract Page 6 of 12 175371vIO (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; or (ii) Buyer may seek specific performance. Notwithstanding anything to the contrary herein, if specific performance 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. BrokeraLre Commissions.With respect to the transaction contemplated by the Agreement, Seller and Buyer each represent that it has not 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 claim 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. and hold the other Party harmless from and against any and all loss, liability, cost, damage and expense(including reasonable attorneys' fees) in connection (herewith. The provisions of this Section 10 shall survive Closing or any termination of the Agreement. 10. MisceRapeous. 10.1 Con fidentialfiv. Buyer and Seller and each of their representatives shall hold in strict confidence the to and conditions of this Agreement, the existence of the Lease Termination Option (hereinafter defined), all documents, data and information obtained with respect to this transaction, the intended development of the Property by Buyer, the Project 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 otherwise 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 Buyer's 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 termination of the Agreement. 10.3 Notices. The addresses and contact information of the Parties for purposes of notice is as follows: If to Seller: RAJA'S FAMILY INVESTMENTS. INC. PO Box 1140 Bovnton each. Florida 33426 AttwShafi�Lul Islam Email: shamsad369@hotmail.com With a copy to: The Wallacetawar iEggp–Pl- 2 A .. -0()u4n Lakes Drive#200 Boynton Begpli. Florida 33426 Attn:Steven E.Wallace- Bir Addendum to Commercial Contract Page 7 of 12 175371vlD Email:wallace gW1"o e.com If to Buyer: EE QOZ,LL 613 NW 3rd Ave, Suite 104 Port Lauderdale FL 33311 Attn: Je Email: sir igns,4a ='f r ;i r,_? z'------------- With .:Fath a copy to: Kapp Morrison LLP f' 7900 Glads Road, Suite 550 Boca Raton,FL 33434 Attn: Lance M.Aker, Esq, Phone:(561)766-0005 Email: lakerLlii- a� orr so . o 10. 1 TO-M! Isp 4 PA Simultaneous with execution of this Agreement,Buyer shall enter into a confidential agreement with the tenant under the Tenant Lease which shall provide a termination option exercisable unilaterally by Buyer which provides for the termination of the Tenant Lease (the "Lease Termination Option„). The Lease Termination Option shall be conditioned upon the sale of the Property to Buyer. 10.5 Intentionally deleted. 14.6CJ ctr 103 Vie. Se11er hereby clowledges and agrees that e purchase of the Property or any portion thereof pursuant to this Agreement may comprise p an of(i)an independent like-Erin (tax deferred)exchange under Section 1431 of the Internal Revenue Code(a"1031. Exchange”)andJor(ii)a transaction involving investment into an Opportunity Zone (an"OZ Investment"),provided that same will not delay the Closing,cause additional expense to Seller,increase Seller's liabilities or obligations or otherwise modify any ofthe terms or provisions of this Agreement.ent.Buyer's rights under this Agreement may be assigned to a qualifier)intermediary for the Purpose of completing a 1031 Exchange. Seller agrees to reasonably cooperate withat net cast to Seller. (i) Buyer's qualified intermediary for the purpose of effectuating or facilitating a 1031 Exchange,provided that Seller shall not be required to incur any liability or costs,or take title to any other property, in connection therewith, and/or(ii)Buyer to enable Buyer's completion of an CMZ Investment including, without limitation, to modify this Agreement, structure of the transaction and the closing procedures and deliverables hereunder to allow a 1031 Exchange and/or an OZ Investment to comply with applicable lave,rules or regulation pertaining thereto so long a any such modifications do not have an adverse effect on Seller provided such does not change the material terms of this Agreement(i.e. Closing Date, and Purchase Price).. 10,7 Counter]@A& The Contract and this Add ndurrr may be executed in counterparts and may be executed electronically or by pdf signatures, 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 may be appended to.any other counterpart. 10.E waiver of T rr TrialsT14E RESPECTIVEPARTIES HERETO SHALL AND THEY HEREBY DO 'NAIVE TRIAL By JURY IN ANY ACTION, PROCEEDING f1 COUNTERCLAIM BROU T BY EITHER OF THE PARTIES 14ERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER3 OUT OF OR IN ANY WAS` CONNECTED WITH THE AGREEMENT,ORP THE ENFORCEMENT OF ANYRE 'IE RELATING HERETO UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, T HE PROVISIONS OF TFUS SECTION, S14ALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THE AGREEMENT. Addendum to Commercial Contract Page 8 of 12 175,37100 10.9 Time of the Essence. Time is of the essence with respect to each and every provision of the Agreement. 10.10. "ASIS";DisclaiiiierofWwTanties. Buyer acknowledges that Seller is conveying the Property to Buyer in "as is" condition. Buyer acknowledges that,except as expressly set forth in this Agreement 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 govemmentai 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 HEREIN AlD T14E DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES GIVEN TO BUYER IN CONNECTION 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. NOTWITHSTANDING ANYTSING TO THE CONTRARY SET FORTH IN,T141S SECTION SHALL SURVIVE THE CLOSING. 10.11. Release. 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, under 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 IN WFINESS WHEREOF, the Parties hereto have duty executed this Addendum as of the date set forth on the first page hereof and the individuals executing this Addendum specifically acknowledge that they have authority to execute this Addendum and bind each of the respective Parties. SELLER: RAJA'S FAMILY INVESTMENTS, INC.. a Florida corporation 7 Printed atne---- ltsmow_ Date: BUYER: BB QOZ, LLC, a Florida limited liability company Prfgn ,&V, Date: 46' Addendum to Commercial Contract Page 10 of 12 17637100 Exhibit" _ Legal DescHptions and Details oft e Property Y , fthe North 59.25feet of Lot 14 and afi of the East 9 feet of the North 58.25 feet of 16t 3, Block original townsite of Boynton, Florida, according to a plat thereof on file Book t, e , Flom tali also according t -1 " hed sketch of Lot 14 and East 9 feet of Lot 1 , Block , original townsite of Bo sd pr re y, fe , d ate fgFlorida, , 1939,and marked on said sketch as 'Tract I"; also TRAM All f theSath, feet of Lot 14 and the East 9 feet oft feet of Lot , Block original town f Boynton, Florida, according to a plat thereof on file in plat Book 1, Page 23, PalmCounty, Florida public records, and also according the attached sketch of Lot 14 ast 9 feet of Lot 1 ,Block , original t itef tin, lore swveyed and p `r. George S. Brockway, Engineer, der date of Decerriber 1939, dk k ; Exhibit"B" Property Reports I. 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 information,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. All documents or contracts evidencing obligations of Seller to be assumed by Buyer, 6. Current insurance policies; 7. Information on any liens and open its; 8. Previous,current and proposed building plans and specifications for the Property; 9. Any estoppel certificates as may be required by a lease; M All current leases and rent rolls; ]I. 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 Sul Vey of the Property; 14. A copy of the owner's policy of title insurance for the Property; 15. Copies of all warranties and guarantees pertaining to the Improvements; 16. Any other documents or information reasonably requested by Buyer with respect to the transaction contemplated by the Agreement Addendum to Commercial Contract Page 12 of 12 17537100 i a _ _. ....... �... .�.�, m f All f �h IN " rr IF � a Lr4 —T �, ter U s 2 , , b t' y I 1 u jVi � I - 1 xG_ s 0 - U-i < 06 0) 4-j U) I (D dh JH i a • U,r,t� � ➢ilk � � �§- • is 'o1�7 • � � a»,a` ����t t} i � N � 1� ��, � � ' �,��N' ��m fir, �1:s cr U so is t 4-1 fld tt �iSt y ra �r,�� y � ;•{_ �,)4 \������11� itr�tti' ,��lit ,., - �i All M�A. rt � �t 15 i Q) Mo C a +� M' _0 _0 � L O � _ O ~ > U Q) �3 Q) � – L 3 Q) -C _0 CL co C =3co Ln O Q) aA Q) V O Q ++ +' >, U O Q) 0 Q) O -CL CC •3 O N U �--� L �••� ate-+ > _ cB M E cB CO o C a o L 1 =3cr L- �n �n L t1A qQ w U fB U c Q) C) U0• m ++ +�+ +' L U U Q) (V cB Q) O 'LL +_0 _0c Q) Q > _O Li CL Q Lu H O N cu Q N � t > m H C: O N +� 'n �, 'a Q u .� QJ cB >, > � U Q) � 0 0 O O O -1 +' L cB V a , cn O m > C)- C) 2Q H m Q) Q) ec m +� C: {!) Q) U Q) m a cn (.0 +' cn i O O C +O Q) +�-� O 0 c E � w vLni +' > ++ X +' 00 o Co >� L N fB U ++ � U QJ Q Q 076 2 +•+ +. N M S `n v N U O aL, © E Q) S N -0 Q - � ' CL U — � N 'N E j• � N f� cin U N Q) fB U L L a , t O U -C rcB N — Q +' Q 3 ++ -C O' ++ Z3 E cLy L 0 Lncu (UEL 4%lj > (10 cB O Q 'in Q M +, 0 U Oi5 m ate-+ Q Q ' C6 ate+ W U Q 'vf U t 0 0 cn O U (uE O Q) H Cu0 Q U Lu f�6 �O c: O 0 O-C u O X ' Q U Q U H Q E H -0 O U D a U Q) ++ cn R3 Q m m 1 ® ® l ® l r =1 � G 1 �_ �t `Y4_ _ _ �, k — El — i A� � 1� � t __�t�� �� �Ffix d } 1� �. � _ � ! �- ,(( �� _ 't`����F�lh�iti�� 1/' I ./ ®®® ® a e " ® s. • ®� I®• TCEA TRAFFIC I M PACT ANALYSIS THE PIERCE BOYNTON BEACH, FL Prepared by: Kimley-Horn and Associates, Inc. West Palm Beach, Florida Kimley>Morn October 15,2021 Registry#696 Kimley-Horn and Associates,Inc. 1920 Wekiva Way Christopher W West Palm Beach,Florida 33411 lti�„nuirn„�� 561/845-0665 TEL *e�pgHER{y H.- H e g g e n ENs - This item has been eledronically m�_ signed and sealed by Christ.".,W. *, No.58836 1*a Heggen,P.E.using Digital Signature anddate.Printedcopiesofthis NATE OF s��4\ document are not consideredgnsigned 2021 . 1 0. 1 5 and seated and the signature must be verified on any electronic copies. 12:05:32 -04'00' Christopher W. Heggen, P.E. Florida Registration Number 58636 Traffic Impact Analysis Kimley>Morn Table of Contents 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 Site Data Appendix B: Turning Movement Counts Appendix C:Volume Development Worksheets and Signal Timing Appendix D: Synchro Output Worksheets k:\wpb_tpto\brooks\npn\chris\boynton tcea\2021-10-15 the pierce tia.docx Page I i Traffic Impact Analysis Kimley>Morn List of Tables 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 i Figure1:Site Location .............................................................................................................................2 Figure 2: Project Traffic Distribution........................................................................................................7 Figure 3: Project Traffic Intersection Assignment (percent)......................................................................8 Figure 4: Project Traffic Intersection Assignment (peak hour volumes)....................................................9 k:\wpb_tpto\brooks\npn\chris\boyntontcea\2021-10-15 the pierce tia.docx Page I ii 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 ® 111 •1 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 0 08-43-45-28-03-006-0130 • 08-43-45-28-03-006-0111 0 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 riar c,rt\1 ' ,r.r � 1 3, t, ",11�t \t1�„}i 7lr�i ixtt�.tt,�r ! 4(1,1,,,,33Y„Y,l'Af 1y,t rant, }} rl »t ; 5ksl,i{S it)y\1,,,,1 rs{ t It 's Zi',tult a? •^a sis \ y ,1S °tj t:;r„tl� it,,.'tit ( i,`,. -,r,' }1 „1� 1pl f ,, U w s1\ ,\,, i t ` tit i}!t 'vjrkt, \rt it,la y 'i c- ,is^" t`iSi)}llttS} S 11 :,'.t� ,,))siUdAa4 R5 b\ 9 t; i 1�j{��,.'` \i>,± „ �hJ1 \t t\ tf, t t ,r ' Sil t 7'll�{#�,tC'} �t :. � £ t 1S ti s\t (, k1111\�1f$lr;�,,, n� `7 :iJ( ttf ,1���i�r tl�' 3u3Y t!,»; ) t �, 1 a i },Y; i�1��S} ` 41i\ mr t ti,t t is1 t; t 11, t£ 4i<rt u,t# ,x j},i{2\ , }�'r� 'h' ,t'ltil Su»,c 'tt>,t t ,s 1SaJ t` }�, lr,t4 " t it'll jJ�r'11?r{etas win :: 3� >,il,`;,} 1�> MAW1t rt tt' 1t• , I S{{},,t v,` !,� }+ r , -\? ls,r ,, {!, \„ ti{ :.,rrt,.�A)} \ ,it: !` ,.s i,,�i4' ", »x€41 „t ( t ��., ,,r t 4'`i sup u n t, r 4 t,c'tP, Ft n, 1r �t „a� stlif{ld r-, 1t1{,�r� t alfl)fi� f ,1`'' r#, ''i 4, i}�ft - "tc i ty - ih t<t r rs V 1 ,tc f ,t t ,`; 4i � 'hs,5 vt t Z, ,t t,3�,, ,sir, 3 t s 1 � � , (, 1 � 1 1`, s}� t1t�V`�t. ) � » ,.0 i ..�a ���� \ }11 (S rr '>3n:. 4 y,ty „, 4 l.t �� ��., � ,4ys,�,r t tv,4', ,,. `r 's' its 4 \ f yt- l�,t ",�Fs``rit21t 11,.,4<, ",,�;sfi „si .Ji'fi`z\�}s t MAW y ,t l,,: .%won t 4 1f,, - �' ' ,,rl r, y,, {,c f i s \ �,\1 rty4»{, a iSti)1, '. 1,1141 t ,vitt. 4�v t �� s�•. ,{t. .: r,.!s t l „,t;tt lr lun „�, '}s c It ,1, »' 1 „ ( r a }. ,s a„\� -i 3i { 1t t .\i}41 a i s \,, ':I ct,"N' ri }, S i # � i 1J i%r� t } t r t, rt f)< \ � , 4 ass ,i u ,t�j}iji i t, 1 e,`1,.�.,. 1,, ,.., 1., .,.:.' 11Ud f. ;'.' ,t ll,..,. �� �� �, ..t}}} ,,,;; r ,,, }t SIM t ,l }i P ,, „ f - } t1{.t t` i J y 4s?rr. -!"f l tituty 1 t r slt,,s,}, ;t{�(snut,,, +t, if `r: t t,�s„ ',21 rtr r i'; �,1 �1 itllt�a,S�, aii ts„ a}t F) ,}},, fy °c »r2 trr11.,. ,,`tt,��. 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"r',tl LEGEND FIGURE 1 The Pierce lizi Project Site Site Location NORTH Trafficways 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>Morn TrafficProject 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 i 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 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(>5,000 SF) 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(>5,000 SF) 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 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 i i i 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 - �5,, t t.r, `i ,si„ � t i a{ t„ 1�1 14�i s r {(5�.:� ,, i11. ,� �' - o' t r,, s t 1>7! stl7 It ?,4,1 iiy,l} „v�Y,lAnal r,� , Il , 3rr, 1 { , i5 r f� ' 77 s,!\ t, 1 lotf s ii'<i�; sst 1:,vrC lr •s- kill �+ ;rll(f��f t Atl ,?,(�,, +i} st,y tnu s�tis )4s}S r V s 1 114 l ((y} ttft , s, �` 12 s' � s t �, s r <'2 4 t t A4!f:r(lSt( #, ;i t ;! 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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 i 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 110 Traffic Impact Analysis Kimley>Morn Table 4: Total Future Intersection LOS and Delay i 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) NMI iElm ------------------------ 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: 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&LT 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 values are as of January list tacit lyras°, No Details Found z C Building Footprint(Building 7) Subarea and Square Footage(Building 1 ) Description Area Sq.Footage 4 CONVENIENCE STORE 1792 z Total Square Footage: 1792 sa Extra Features Z Description Year Built Unit n Paving-Asphalt 1929 1071 Paving-Asphalt 1929 1140 n z Unit may represent the perimeter,square footage,linear footage,total number or other measurement. m s¢ � w N 00 O W O Structural Details(Building 1 ) MAP o 0 Description , 1. Year Built 1929 l 2. CONVENIENCE FOOD MKT 1792 NE J S( Ave 3; o !1i z I 5` t 1� i E Ist 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 values are as ol'January Ist each yeah No Details Found Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Description Area Sq.Footage m rn RESTAURANT 994 RESTAURANT 1800 r 1P OFFICES 2850 Total Square Footage: 5644 Extra Features A4 Z sa Description Year Built Unit t Deck 1998 384 w `( ( Unit may represent the perimeter,square footage,linear footage,total � number or other measurement. N 0 _ w _ o o a 0 Structural Details(Building 1) I MAP o �st Description 1. Year Built 1922 W, j r11 2. RETAIL MULTI OCCUP 5644 a NE `1 aI Ave �i 11 W ul s a «� 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 values are as ol',T anuary I st each year. No Details Found 7� Building Footprint(Building 1) (Subarea and Square Footage(Building 1) m rn Description Area Sq.Footage r" s OFFICES 4190 r SUPPORT 504 b APARTMENT 899 r] z9 APARTMENT 2109 Z —'1 .`m I"�'` Total Square Footage: 7702 Al 5� Extra Features W �'a9➢ 37 Description Year Built Unit r� No Extra Feature Available 01:go, o w 21 i o a a 0 0 Structural Details(Building 1) I MAP Description 7' 1. Year Built 1948 2. RETAIL MULTI OCCUP 7702 — r E Ist Aye LU tl 4 ; t 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 values are as ol'January list each yeah No Details Found n Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Z Description Area Sq.Footage OFFICES 1925 Total Square Footage: 1925 c� Extra Features 0 Description Year Built Unit 0 a Paving-Asphalt 1958 2454 0 "928' Walkway-Concrete 1983 340 0 Unit may represent the perimeter,square footage,linear footage,total .. o number or other measurement. o Structural Details(Building 1) I MAP Description 1. Year Built 1958 1 �( 2. OFFICE BLDGL/R 14S 1925 V M E 1st Av UjI `tI t � 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 values are as ol'January list each yeah No Details Found n Building Footprint(Building 1) (Subarea and Square Footage(Building 1) Z Description Area Sq.Footage OFFICES 1925 Total Square Footage: 1925 c� Extra Features 0 Description Year Built Unit 0 a Paving-Asphalt 1958 2454 0 "928' Walkway-Concrete 1983 340 0 Unit may represent the perimeter,square footage,linear footage,total .. o number or other measurement. o Structural Details(Building 1) I MAP Description 1. Year Built 1958 1 �( 2. OFFICE BLDGL/R 14S 1925 V M E 1st Av UjI `tI t � Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA 10/12/2021 Traffic Impact Analysis Kimley>Morn 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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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 70 2 Traffic Impact Analysis Kimley>Morn AppendixI t Worksheets and SignalTiming 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 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 60) 60) 60) 60) TOTAL TRAFFIC 19 507 168 314 869 0 46 116 0 143 43 74 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 (60) (60) (60) (60) 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 Right;Left 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 i 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 i 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 i 0 4 0 NR 70% Ocean 95 Exchange Park 0 0 0 i 0 0 0 0 4 0 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 i 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 i 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 X177 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 Thru RightLeft Thru Right Existing Volume 18 21 25 114 51 246 36 781 70 1243 526 13 Diversions 0% 0% 0% 0% 0% 0% 0% 0% 0°/a'_`'. 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 74 0 9 52 0 Res 0% Alta at Boynton Village 0 0 0 0 0 0 0 6 0 i 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 i 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 + 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 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 5 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 14 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 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 60) 60) 60) 60) TOTAL TRAFFIC 259 343 0 20 664 110 164 59 300 34 49 0 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 (60) (60) (60) (60) 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 t 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 i 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 '+ 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 #VALUE! #### ######### #### #tk ##### #### ######### #VALUE! #VALUE! 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 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 t 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 i 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 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 18 24 20 26 .................................................................. .............. ............................... ............... ............... ................ ............... ............... Min Green 4 20 4 6 4 20 4 6 5 5 5 5 .. 5 5 5 ..........................Passage......................... 2 3.5 3 2 2 3.5 2 3 1 .......i...... ......i....... 1 ................ 1 1 1 .................................................................. ................ ............... Maxl 25 45 35 15 10 45 15 35 25 25 25 25 25 25 25 25 --------------------------------------------------------------------------------------------------------------------------------------------------------------- --------------- ---------------------------------------------- --------------------------------------------------------------------------------------------- Max2 50 50 50 50 50 50 50 1 50 Yellow 4 4 4 4 4 4 4 4 3.5 3.5 3.5 3.5 3.5 .............................. .............. ............... .............. Red 2 2 2 2.5 2 2 2 2.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 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 ON ON ON ON ON ON ON ON .................................................................. ................ ................ ............... ............... Auto Entry ON ON .................................................................. ............................................... ............... Auto Exit ON ON ---------------------------------------------------------------------------------------------------------------- --------------- ----------------------------------------- Non Actl Non Act2 ............... ............... ................ Lock Call ON ON ON ON ON ON ON ON ON ON ............................... ............... Min Recall ON ON ............... ............................................. ................ ............... Max Recall Ped Recall ............... ............... ............... ............... ................................ ............... j�� Dual En ON ON ON .............. ...............ON ON ON ON ONON 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 3 4 5 6 7 8 ........................................................ ................. ................. ................. ................. ................. Switch Phase 8 4 ................. .................. Dela Time 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 Call 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 Call Phase .............................................. .................. Switch Phase -------------el----------------------------------------- Delay Tune ----------------- 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 2 1 3 1 4 1 5 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 1 14 15 16 Hour 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 Minute ................ ............................... ................. .................................. Action 100 1 100 Day Plan Table 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Hour 9 20 ............... .................................. Minute ................. Action 100 1 100 EE- 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 =CycleTimeime 155 155 160 120 155 155 160 120 ime 123 125 6 101 5 96 6........ber1 2 3 4 5 6 7 8 9 10 11 12 ber 1 .......i................i....... 1 ........i"""' 1 1 1 ........"""' """"i_..... 1 .................. .................Alt 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 ±tk 35 40 18 62 20 55 ..Mode NON NON NON MAX NON Coord-Ph Split Table.............. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time 18 71 26 40 16 73 16 50 ........................................................ ................. ................. Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON Coord-Ph ON Split Table 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time 32 60 28 40 19 73 20 48 L---­C�-oord-Ph .............................................. ................. ................. ................ j Mode 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 Time 22L---O�N 23 35 16 46 20 38 L------�CL-oord-Ph ............................ ...................................... ................ ................ ................ NON NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ----------------- --------------- ................ ................. .................................. ................. ................. 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 ................. .................. ...................................................... ..................................................................... NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON 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 ............. "' Override Flash ON ON ON ON ON ______________Type RAIL EMERG EMERG EMERG EMERG EMERG .................Override Higher............... .........Skip Track......... ............................... Flash Dwell Volt Mon Flash ............................ ............................... Link COord in Preempt .............. .............. ........ ..................... ...................... Dela Max2 ..................... Min Duration Return Max/Min MAX MAX MAX MAX MAX MAX ........................................................... ............................ ..................................... ..................... .................... Min Green Extend Dwell ..................................... ..................... Min Walk Pattern Ped Clear .............. Ou ut Mode TS2 TS2 TS2 TS2 TS2 TS2 Track Green Track Over 1 ........................................................... .............. .............. ..................................... .................... ...................... Min Dwell Track Over 2 ............. ............. ..................................... ..................... Max Presence Track Over 3 Track Rl mmmmmmmmmmmmmm Track Over 4 ........................................................... .............. .............. ..................................... Track R2 Track Over 5 .......................................................... Track R3 Track Over 6 ......................................... ............. ..................... ..................... Track R4 Track Over 7 ........................................................... .............. Dwell PI Track Over 8 ............. ............. ..................................... ..................... Dwell P2 Track Over 9 .............. ............. ..................................... ..................... Dwell P3 Track Over 10 Dwell P4 Track Over 11 ........................................................... ........................................ ............ ..................................... Dwell P5 Track Over 12 Dwell P6 mmmmmmmmmmmmmm 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 mmmmmmmmmmmmmm mmmmmmmmmmmmmm Dwell Over 6 ............. ............................... ...................... Dwell P12 Dwell Over 7 ............................... r Dwell Pedl Dwell Over 8 ..................... .............. .............. Dwell 5e Dwell Over 9 ........................................................... .............. ............ Dwell Ped3 Dwell Over 10 .........me....................... ........................................... ...................... Dwell Ped4 Dwell Over 11 Dwell Ped5 Dwell Over 12 Dwell Ped6 Ped Clear ..................................... Dwell Ped? Yellow .......................................................... ..................... ...................... Dwell Ped8 Red ..................... ........................................... Exit Rl Return Min/Max .......................Exit R2...................... .............. Dela Inh .................. ...................... .......................................... Exit R3 Exit Time .............. """""' All Red B4 ..........""""" Exit R4 Overlap Program Parameters[1.5.2.1] Overlap Included Phases Modifer Phases Type Green Yellow Red _Overlap 1 _NORMAL 3.5 15 ............ .............. ............ Ov2 NORMAL 3.5 1.5 erlap ....................... ........... ........................ Overla 3 NORMAL 3.5 1.5 ........................ ............. ............ Overla 4 NORMAL 3.5 1.5 Overlap 5 NORMAL 3.5 1.5 Overla 6 NORMAL 3.5 1.5 ........... ............ ........... ............ ............ Overla 7 NORMAL 3.5 1.5 ............ ............. ............ ........................ ...................... ............................................ Overlap 8 NORMAL 3.5 1.5 Overla 9 ............. NORMAL 3.5 1.5 ............ ............______. ............ ...................... ........... erla Ov10 NORMAL 3.5 1.5 Overla 11 NORMAL 3.5 1.5 Overlap 12 NORMAL 3.5 1.5 ....................... ............. ............ ............ Overla 13 NORMAL 3.5 1.5 ....................... ........... ............. ............ ...................... 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 t22 < a w ID 0 H m a 3 x ° " m N m ID N n 'n 3 ft47fi2 ...._4...... ...._4..... 2 1 1 4 2 30 4 2 1 ............. ............. .............. 20 4 2 2 2 7 18 20 3.5 45 4 2 2 ..... ..... .............. .............4 4 2 3 3 4 3 20 4 2 3 6 2 15 4 2.5 4 4 7 24 6 2 15 4 2.5 4 .......................... ............. ...........................4 2 10 42 55 4 2 10 4 2 5 20 3.5 45 ............. 4 2 6 6 7 20 20 3.5 45 4 2 6 .............. 7 4 2 15 4 24 2 15 4 2 7 .........8 726 6 3 25 6 3 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] d a 3 ° A a CU H s r .7a .7a td A — n s r M m = 1 4 233 4 2 1 ............................. ........................................... .............. 1 4h__ 20 4 2 1 2 7 18 20 3.5 45 4 2 2 2 7 18 245 4 2 2 ............. ............................ ............... ............. ............. 3 4 4 15 4 2 3 3 4 16 4 2 3 ............. 4 7 24 6 2 15 4 2 5 4 4 7 24 6 15 4 2.5 4 5 4 2 10 0000004 00000 2 5 ..._5..... 4 12.... .....4..... 2 5............. ............. ............................ 6 7 20 245 4 2 66 7 20 20 3.5 45 4 2 6 .............. ............. ............. ......................................... ............. .............. .............. 7 4 15 4 2 77 4 2 15 4 2 7 ............. .. ..............8 25 4 2.5 8 8 7 26 6 3 25 4 2.5 8 Alternate Phase Program 5,Interval Times[1.1.6.1] 3X 00 CU d c H o x x a = m m n U2 n n m S d 3 1 ........................... .............. 2 ........................... ............................ 3 .............................. 4 ............. .............. .............. 5 ........................... ............... 6 ............. ............. 7 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 3 4 5 6 7 8 9 10 11 12 13 14 15 16 ...................Hour.................. 6 9 16 19 22 -----------------EEtEE EE�E Minute 30 Action 100 12 11 13 14 100 Day Plan Table 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 .............................................. ::J� Hour ............................................. �.......... .................Mnute Action 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 ........................................................ ................. ................. ................. ................. ................. Ir Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ................. .................. Coord-Ph ON Split Table 8 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 ................. ................. .................................. ................. ................. Coord-Ph ON Split Table 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 ffc meode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON d-Ph ON Split Table 10 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 11 12 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time �NodN . 76 20 29 16 90 15 34 ................ .................................. ................. ................ Mode MAX NON NON NON MAX NON NON NON NON................. ................. .................................. ................. ................. Coord-Ph ON Split Table 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Time 30 71 25 29 16 85 15 39 Mode NON 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 L---­C�-oord-Ph .............................................. ................. ................. ................ ................. Mode NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ................. ................. .................................. ................. ................. ON Split Table 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 �Coord-Ph 22 40 23 35 16 46 20 38 ................. .................................. NON MAX ON NON NON MAX NON NON NON NON NON NON NON NON NON NON 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 ................. .................. ...................................................... ..................................................................... NON MAX NON NON NON MAX NON NON NON NON NON NON NON NON NON NON ON Approved By: lgao Date: http://172.25.20.52/StreetWise2WS/TimingSheetPaImBeach.aspx 3/13/2018 W Z Z Z Z Z Z Z Z In s a m a u+ o n m Q O tom+ O O O O O O W 0 1{ti r 4 a LLI l� '`�r I�D7� �� n sty� � � � m I, � �{ ►J nt fs , i n 1� Lj ,ttti N CK2 d irk", : w it};f4t3 �tllt§,j2} IO�,i Jlis } ��ji '� 4Ylh W �1N wit, #�"�� 1 t tit t 0 0 0 0 0 0 0 0 V� o r�� si`�1 i i� c "' o N o n o r ���`Ai�ittlii l f��l r! j W � �ft� �`2 1 4 W � i,l M t ltsa' W � �i, Z ,> rtti 0 0 0 0 0 0 0 0 of 711'} N guy"�ss �s# O h O 1, O P O h I(' r lft��tSt� l� LLI 0 0 WI4 N N (4 t+1 �t£ i 0 0 0 0 0 0 0 0 � Z v v v v v v v v f�is� C, 7; N ss 9, �sl r O O O N InN In Ln In N N N N N O 2 QJ W n a � o 0 0 0 LL. - N Y N N N N N Ib d ai! O C W W __ _ _. - ___ _._ -___.._. In EO Q Z Z W F ZZ`W O O O O O 0 O O W O Q in 'w en ,. 7 N �0 � N .p W Q V 10 O v C mot .. 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Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Recall Mode None None None None None None None Max None Max Actuated Control Delay 67.1 497 169 647 646 04 626 130 628 189 Total Delay 67.1 497 169 647 646 04 626 130 628 189 Approach Delay 33.8 55.5 29.1 20.0 Cycle Length: 155 Actuated Cycle Length: 121.5 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.69 Intersection Signal D | 278 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 4% 05 06 07 08 770 EXAM 2:03pm18d2/2021 Baseline Synohm11 Report Page OUEuEs EX AM 1 Federal Hi 10/13/2021 � N� �� *-- *-~ ��x � \' | � �k Lane Group Flow(vph) 139 61 332 35 50 14 170 353 21 817 Control Delay 671 497 169 647 646 04 626 130 628 189 Total Delay 671 497 169 647 646 04 626 130 628 189 Queue Length 50th(ft) 109 45 29 28 39 0 68 70 17 205 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 Storage Cap Rod tri O O O O O O O O O O Reduced Wc Ratio 0.47 0.09 0.44 0.24 0.10 0.03 0,50 0.16 0.14 0,44 EXAM 2:03pm10/12/2021 Baseline Synohm11 Report Page HCM 6th Signalized Intersection Summary EX AM 1 Federal Hi 10/13/2021 A �� �-- � �� �k �� \' | -� �, ��~�� -~ x � � x� �r Traffic Volume(veh/h) 128 56 305 32 46 13 156 315 10 19 617 134 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 312 Arrive 0nGreen 0.09 023 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 OS Prop In Lane 100 100 100 100 100 OOG 100 036 Lane Grp Cap(c),veh/h 165 429 364 45 302 256 224 965 1004 29 878 869 V/CRai Avail Cap(c-a),veh/h 271 619 524 135 477 404 315 965 1004 135 878 869 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS E D E F D D E B B F C C Approach Vol,veh/h 532 99 523 838 Approach Delay,s/veh 63.7 62.0 32.4 25.4 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 39.3 HCM6th LOS D EXAM 2:03pm1012/2021 Baseline Synohm11 Report Page Timings EXAM 2Ocean Avenue & Federal Highway 18d3/2021 *-- k~ ��x � \' | ~ �k Traffic Volume(vph) 21 102 131 38 116 12 417 272 696 Future Volume Turn Type Prot NA Prot NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Permitted Phases 8 Detector Phase 7 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay GOO 706 797 470 OG 675 286 926 169 Total Delay GOO 706 797 470 OG 675 286 926 169 Approach Delay 70.4 46.8 29.3 37.5 Cycle Length: 155 Actuated Cycle Length: 135 ControlNatural Cycle: 105 Type: Semi Act-Uncoord Maximum v/c Ratio:0.94 Intersection Signal D | 386 Intersection LOS: D Intersection Capacity Utilization 68.8% ICU Level of Service C Analysis Period(min) 15 Splits and Phases: 2: Ocean Avenue&Federal Highway 4% 05 06 07 08 MEW 7, EXAM 2:03pm18d2/2021 Baseline Synohm11 Report OUEuEs EX AM 2Ocean Avenue & Federal Hi 1013/2021 ~ �� �� �� �-- k~ ��x � \' | � ~ �k Lane Group Flow(vph) 23 133 142 41 126 13 679 296 790 Control Delay GOO 706 797 470 OG 675 286 926 169 Total Delay GOO 706 797 470 OG 675 286 926 169 Queue Length 50th(ft) 20 110 122 31 0 11 211 263 168 Queue Length 95th 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 Storage Cap Rod tri O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. EXAM 2:03pm10/12/2021 Baseline Synohm11 Report Page HCM 6th Signalized Intersection Summary EX AM 2Ocean Avenue & Federal Hi 1013/2021 _, A -� *-- "1-~ ��x � �k Traffic Volume(veh/h) 21 102 20 131 38 116 12 417 208 272 696 30 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 0nGreen 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 OS Prop In Lane 1.00 0.17 1.00 1.00 1.00 068 1.00 008 Lane Grp Cap(c),veh/h 31 0 168 168 317 269 21 764 716 320 1063 1103 V/CRai Avail Cap(c-a),veh/h 209 0 468 237 512 434 265 764 716 334 1063 1103 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS F A E E D D F C C F B B Approach Vol,veh/h 156 309 692 1086 Approach Delay,s/veh 68.8 60.2 29.1 32.5 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 37.8 HCM6th LOS D EXAM 2:03pm1012/2021 Baseline Synohm11 Report Page Timings EX PM 1 Federal Highway & Boynton Beach Blvd 18d3/2021 � N� �� *-- *-~ ��x � \' | � �k Traffic Volume(vph) 244 62 322 13 91 24 421 790 23 552 Future Volume Turn Type pm+pt NA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 48.1 425 76 362 728 05 657 207 GOO 327 Total Delay 48.1 425 76 362 728 05 657 21.0 GOO 327 Approach Delay 26.8 55.6 36.2 33.9 Cycle Length: 160 Actuated Cycle Length: 134.8 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.80 Intersection Signal D | 343 Intersection LOS: C Intersection Capacity Utilization 67.5% ICU Level of Service C Analysis Period(min) 15 Splits and Phases: 1: Federal Highway&Boynton Beach Blvd 4% 05 06 07 08 EX PM 3:36pm18d2/2021 Synohm11 Report Page OUEuEs EX PM 1 Federal Hi 10/13/2021 � N� �� *-- A-~ ��x � \' | � �k Lane Group Flow(vph) 265 67 350 14 99 26 458 889 25 758 Control Delay 481 425 76 362 728 05 657 207 GOO 327 Total Delay 48.1 425 76 362 728 05 657 21.0 GOO 327 Queue Length 50th(ft) 194 44 0 9 86 0 203 262 22 265 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 Storage Cap Rod tri O O O O O O O O O O Reduced Wc Ratio 0.65 0.12 0.48 0,04 0.21 0.05 0,69 0.60 0.15 0,54 EX PM 3:36pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary EX PM 1- Federal Highway & Boynton Beach Blvd 10/13/2021 _A -- 4,\ t 41 Lane Configurations t r t r t T+ t T+ 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(ApbT) 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 1.8 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 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 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(l) 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 2.8 Initial Q Delay(d3),sAteh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 We 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),sAteh 46.0 39.6 67.8 51.7 57.4 53.8 64.1 19.7 19.6 95.5 32.0 32.1 LnGrp LOS D D E D E D E B 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 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+l 1),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 6.9 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 2Ocean Avenue & Federal Highway 18d3/2021 �� �-- �� \' | ~ �� �� �� ~~ x ��k Traffic Volume(vph) 39 74 225 101 212 26 591 238 551 Future Volume Turn Type pm+pt NA pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 429 GOG 789 586 108 723 268 1107 158 Total Delay 429 GOG 789 586 108 723 268 1107 158 Approach Delay 62.8 48.3 28.3 42.8 Cycle Length: 160 Actuated Cycle Length: 140.9 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.98 Intersection Signal D | 405 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 EX PM 3:36pm18d2/2021 Synohm11 Report OUEuEs EX PM 2Ocean Avenue & Federal Hi 1013/2021 ~ �� �� �� �-- k~ ��x � \' | � ~ �k Lane Group Flow(vph) 42 121 245 110 230 28 809 259 650 Control Delay 429 GOG 789 586 108 723 268 1107 158 Total Delay 429 GOG 789 586 108 723 268 1107 158 Queue Length 50th(ft) 30 95 198 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 Starvation Storage Cap Rod tri O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. EX PM 3:36pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary EX PM 2Ocean Avenue & Federal Hi 1013/2021 A -� *-- � �� �� \' | -� �, -~ x ��k �r Traffic Volume(veh/h) 39 74 38 225 101 212 26 591 154 238 551 47 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 0nGreen 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 OS Prop In Lane 1.00 034 1.00 1.00 1.00 042 1.00 0.15 Lane Grp Cap(c),veh/h 199 0 163 262 306 260 36 838 821 267 1069 1095 V/CRai Avail Cap(c-a),veh/h 326 0 416 262 441 374 229 838 821 267 1069 1095 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS E A E F D E F C C F B B Approach Vol,veh/h 163 585 837 909 Approach Delay,s/veh 65.2 77.4 29.8 40.2 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 47.1 HCM6th LOS D EX PM 3:36pm1012/2021 Synohm11 Report Page Timings FY AM 1 Federal Highway & Boynton Beach Blvd 18d5/2021 � N� �� *-- *-~ ��x � \' | � �k Traffic Volume(vph) 164 59 360 34 49 14 259 343 20 664 Future Volume Turn Type pm+pt NA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 47.1 50.1 228 383 636 04 80.1 14.1 648 21.4 Total Delay 47.1 50.1 228 383 636 04 80.1 14.1 648 21.4 Approach Delay 32.4 45.7 42.0 22.4 Cycle Length: 155 Actuated Cycle Length: 125.1 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.85 Intersection Signal D | 318 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 4% 05 06 07 08 770 FY AM 3:38pm18d2/2021 Synohm11 Report Page OUEuEs FY AM 1 Federal Hi 10/15/2021 � N� �� *-- *-~ ��x � \' | � �k Lane Group Flow(vph) 178 64 391 37 53 15 282 385 22 907 Control Delay 47.1 50.1 228 383 636 04 80.1 14.1 648 21.4 Total Delay 47.1 50.1 228 383 636 04 80.1 14.1 648 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 Storage Cap Rod tri O O O O O O O O O O Reduced Wc Ratio 0.50 0.10 0.51 0,16 0.11 0.03 0,85 0.18 0.15 0,50 # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown iomaximum after two cycles. FY AM 3:38pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY AM 1 Federal Hi 10/15/2021 A �� �-- � �� �k �� \' | -� �, ��~�� -~ x � � x� �r Traffic Volume(veh/h) 164 59 360 34 49 14 259 343 11 20 664 170 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 0nGreen 0.09 026 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 OS Prop In Lane 100 100 100 100 100 OOG 100 041 Lane Grp Cap(c),veh/h 443 492 417 274 362 306 291 932 971 29 812 795 V/CRai Avail Cap(c-a),veh/h 527 572 485 357 440 373 291 932 971 125 812 795 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS D D E D D D F B B F C C Approach Vol,veh/h 633 105 667 929 Approach Delay,s/veh 61.8 46.6 56.6 32.8 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 48.1 HCM6th LOS D FY AM 3:38pm1012/2021 Synohm11 Report Page Timings FY AM 2Ocean Avenue & Federal Highway 18d5/2021 �� �-- �� \' | ~ �� �� �� ~~ x ��k Traffic Volume(vph) 46 116 143 43 134 19 507 314 869 Future Volume Turn Type pm+pt NA pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 374 71.1 450 487 95 703 324 131.2 21.4 Total Delay 374 71.1 450 487 95 703 324 131.2 21.8 Approach Delay 63.4 30.6 33.4 50.1 Cycle Length: 155 Actuated Cycle Length: 136.9 Natural Cycle: 105 Control Type: Semi Act-Uncoord Maximum v/c Ratio: 1.10 Intersection Signal D | 436 Intersection LOS: D Intersection Capacity Utilization 76.8% ICU Level of Service D Analysis Period(min) 15 Splits and Phases: 2: Ocean Avenue&Federal Highway 7 p1g1,WA Egli, IM FY AM 3:38pm18d2/2021 Synohm11 Report OUEuEs FY AM 2Ocean Avenue & Federal Hi 1015/2021 ~ �� �� �� �-- k~ ��x � \' | � ~ �k Lane Group Flow(vph) 50 168 155 47 146 21 799 341 980 Control Delay 374 71.1 450 487 95 703 324 131.2 21.4 Total Delay 374 71.1 450 487 95 703 324 131.2 21.8 Queue Length 50th(ft) 33 138 109 36 0 18 271 -345 293 Queue Length 95th 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 Rod tri O O O O O O O O 464 Storage Cap Rod tri O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown iomaximum after two cycles. FY AM 3:38pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY AM 2. Ocean Avenue & Federal Highway 10/15/2021 _A -- 4,\ t 41 Lane Configurations T+ t r t T+ t T+ 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(ApbT) 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 Clear(g-c),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 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 29 741 700 324 1035 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 0 448 310 496 421 257 741 700 324 1035 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(l) 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 1.5 1.4 Initial Q Delay(d3),sAteh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 We 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),sAteh 49.8 0.0 65.6 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 F C C 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 Phs Duration(G+Y+Rc),s 30.0 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+l 1),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 18d5/2021 � N� �� *-- *-~ ��x � \' | � �k Traffic Volume(vph) 300 66 444 14 97 25 536 853 24 613 Future Volume Turn Type pm+pt NA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 599 43.1 OO 365 749 05 754 21.7 71.1 370 Total Delay 599 43.1 OO 365 749 05 754 22.1 71.1 370 Approach Delay 31.1 57.4 42.2 38.0 Cycle Length: 160 Actuated Cycle Length: 139.6 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.91 Intersection Signal D | 390 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 4% 05 06 07 08 FY PM 3:38pm18d2/2021 Synohm11 Report Page OUEuEs FY PM 1 Federal Hi 10/15/2021 � N� �� *-- A-~ ��x � \' | � �k Lane Group Flow(vph) 326 72 483 15 105 27 583 960 26 865 Control Delay 599 43.1 OO 365 749 05 754 21.7 71.1 370 Total Delay 599 43.1 OO 365 749 05 754 22.1 71.1 370 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 Storage Cap Rod tri O O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. FY PM 3:38pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY PM 1 Federal Hi 10/15/2021 A �� �-- � �� �k �� \' | -� �, ��~�� -~ x � � x� �r Traffic Volume(veh/h) 300 66 444 14 97 25 536 853 30 24 613 183 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 0nGreen 0.15 028 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 OS Prop In Lane 100 100 100 100 100 007 100 047 Lane Grp Cap(c),veh/h 431 525 445 194 270 229 608 929 966 33 649 630 V/CRai Avail Cap(c-a),veh/h 431 525 445 341 424 359 608 929 966 157 649 630 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS D D F D E E F C C F D D Approach Vol,veh/h 881 147 1543 891 Approach Delay,s/veh 88.7 57.2 48.3 47.0 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 58.6 HCM6th LOS E FY PM 3:38pm1012/2021 Synohm11 Report Page Timings FY PM 2Ocean Avenue & Federal Highway 18d5/2021 �� �-- �� \' | ~ �� �� �� ~~ x ��k Traffic Volume(vph) 51 82 249 114 254 44 807 276 727 Future Volume Turn Type pm+pt NA pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 430 709 1019 596 107 756 320 1552 201 Total Delay 430 709 1019 596 107 756 320 1552 204 Approach Delay 63.0 56.5 33.9 55.7 Cycle Length: 160 Actuated Cycle Length: 142.5 ControlNatural Cycle: 115 Type: Semi Act-Uncoord Maximum v/c Ratio: 1.15 Intersection Signal D | 486 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 FY PM 3:38pm18d2/2021 Synohm11 Report OUEuEs FY PM 2Ocean Avenue & Federal Hi 1015/2021 ~ �� �� �� �-- k~ ��x � \' | � ~ �k Lane Group Flow(vph) 55 141 271 124 276 48 1064 300 845 Control Delay 430 709 1019 596 107 756 320 1552 201 Total Delay 430 709 1019 596 107 756 320 1552 204 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 1977 Starvation Storage Cap Rod tri O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. # 95th percentile volume exceeds capacity,queue maybe longer. Queue shown iomaximum after two cycles. FY PM 3:38pm10/12/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY PM 2Ocean Avenue & Federal Hi 1015/2021 _, A �� �-- � �� �k ~�� ��� � -~ x � Traffic Volume(veh/h) 51 82 48 249 114 254 44 807 172 276 727 51 Future Volume Biko Work Zone On 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 Percent Heavy Voh Y6 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 0nGreen 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 OS Prop In Lane 1.00 037 1.00 1.00 1.00 035 1.00 0.13 Lane Grp Cap(c),veh/h 243 0 229 288 356 302 62 803 794 256 996 1025 V/CRai Avail Cap(c-a),veh/h 349 0 396 288 422 358 219 803 794 256 996 1025 HCMPlatoon 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 Uniform Delay Initial OD | Unsig. Movement D | o/voh LnGrp LOS D A E F D F F D D F B B Approach Vol,veh/h 196 671 1112 1145 Approach Delay,s/veh 59.9 80.6 38.0 60.0 Change Period Max Q Clear Ti HCM 6th Ctrl Delay 56.6 HCM6th LOS E FY PM 3:38pm1012/2021 Synohm11 Report Page Timings FY PM OPT 1 Federal Highway & Boynton Beach Blvd 18d5/2021 � N� �� *-- *-~ ��x � \' | � �k Traffic Volume(vph) 300 66 444 14 97 25 536 853 24 613 Future Volume Turn Type pm+pt NA Perm pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 587 418 OO 380 747 05 654 203 798 402 Total Delay 587 418 OO 380 747 05 654 208 798 402 Approach Delay 30.1 57.3 37.6 41.3 Cycle Length: 160 Actuated Cycle Length: 137.7 ControlNatural Cycle:95 Type: Semi Act-Uncoord Maximum v/c Ratio:0.84 Intersection Signal D | 375 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 011 t02 or. 0`04 07 08 FYPMOPT 5:22pm18d3/2021 Synohm11 Report Page Queues FY PM OPT 1 Federal Hi 10/15/2021 � N� �� *-- A-~ ��x � \' | � �k Lane Group Flow(vph) 326 72 483 15 105 27 583 960 26 865 Control Delay 587 418 OO 380 747 05 654 203 798 402 Total Delay 587 418 OO 380 747 05 654 208 798 402 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 Storage Cap Rod tri O O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. FYPMOPT 522pm10/13/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY PM OPT 1- Federal Highway & Boynton Beach Blvd 10/15/2021 _A -- 4,\ t 41 Lane Configurations t r t r t T+ t T+ 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(ApbT) 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 472 589 499 226 345 292 645 881 916 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 472 596 505 250 377 320 762 881 916 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(l) 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 0A 31.8 0.1 0,5 0.1 12.8 2.3 2.2 32.9 8.8 9.0 Initial Q Delay(d3),sAteh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 We 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),sAteh 46.1 37.7 83.8 503 54.8 52.3 74.2 29.0 28.9 108.2 55.1 55.4 LnGrp LOS D D F D D D E C 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 Phs Duration(G+Y+Rc),s 8.9 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 Max Q Clear Time(g-c+l 1),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 0.2 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 2Ocean Avenue & Federal Highway 18d5/2021 �� �-- �� \' | ~ �� �� �� ~~ x ��k Traffic Volume(vph) 51 82 249 114 254 44 807 276 727 Future Volume Turn Type pm+pt NA pm+pt NA Perm Prot NA Prot NA Protected Phases 7 4 3 8 5 2 1 G Detector Phase 7 4 3 8 8 5 2 1 G Switch Phase Minimum Initial Total Yellow Ti Lost Ti 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 Actuated Control Delay 48.1 71.5 829 525 87 829 41.3 789 197 Total Delay 48.1 71.5 829 525 87 829 41.3 789 20.1 Approach Delay 64.9 46.8 43.1 35.5 Cycle Length: 160 Actuated Cycle Length: 142.1 Natural Cycle: 115 Control Type: Semi Act-Uncoord Maximum v/c Ratio:0.92 Intersection Signal D | 425 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 4% 05 06 07 08 FYPMOPT 5:22pm18d3/2021 Synohm11 Report Queues FY PM OPT 2Ocean Avenue & Federal Hi 1015/2021 ~ �� �� �� �-- k~ ��x � \' | � ~ �k Lane Group Flow(vph) 55 141 271 124 276 48 1064 300 845 Control Delay 48.1 71.5 829 525 87 829 41.3 789 197 Total Delay 48.1 71.5 829 525 87 829 41.3 789 20.1 Queue Length 50th(ft) 40 115 224 103 0 44 447 272 240 Queue Length 95th 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 Rod tri O O O O O O O O 598 Storage Cap Rod tri O O O O O O O O O Reduced Wc 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 iomaximum after two cycles. FYPMOPT 522pm10/13/2021 Synohm11 Report Page HCM 6th Signalized Intersection Summary FY PM OPT 2. Ocean Avenue & Federal Highway 10/15/2021 _A -- 4,\ t Lane Configurations T+ t r t T+ t 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(ApbT) 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 Clear(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(l) 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),sAteh 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 We 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),sAteh 54.0 0.0 64.1 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 E F D 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 Phs Duration(G+Y+Rc),s 31.9 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+l 1),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 0 - U-i < <Ll- > 0 4-j 0- 1 cn 4-j dh m ppw,- i C: U a 4-J Q 4-J (3) N L NN N C: , 0 O — N 'cn a-J (6 a.., N f6 N U O U •� • -0 o • -0 •- (f)� U o �,o ro a- > -0E l0 U O Q N 1 O m N ,� bdoCl = 0 3 L :E 0 1 '� � • � u o o o 4-J — — N m N — c6 0 O Lj a) o O U •V cn Q cn `~ a-J N 4te1 :3U N `� U Q +., N N -0 U N N0 -0 N .0 N 4-j 4-3 in I U N ,v J — X -0 =3al U � Q � � n- U cn Q L m -0O O O .� LU 0- a) 4- c� o � C o �' �,o z3 ro +m-' O ca Q O — L o 0 0 NU .. -0 N ca +�0 b.0 > N n �, cn M N kbm,�a m > i a i y JI i � IPA,, - } u ' l I ({ On �ri111y'i {� i( ? cn o ! w f K F- i. �} C i aafi IiJ s �ip iS � s s t 1)a stF tl � r { i yyy � - s, rY ! - •,}4 t sl p yeti£assil� -1 f y sl} `��' ++— i ���������t17 �1 s } s�r h LMU t� a� a 9 l hjs s° y L, pg' A p u i LL Co CD M CL a CD • ���� "'�, est', _ o 1 � Go tu 70 1 ts (D ulrVIO �t CL m ca • t{ , 0 0 _ r ISS , .' ae 2} __- � l 9 LU LL U 1,{i, , 4 1 U 1 t a q(r l 1 h — i • { 1 ' r. s � t 1jin 1 m Mimi' LMU LMU • i ,1 � 1 4 , I 1 i } e ,tt 1' I! r 0 U—i r , t yVNrAr J ,r �iLi 41 t � k "I1 r a t." 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CIA , p Q C2 "3 tci (U 2 L dr v ° w u v .. ° , 1- yr d CCL v H Q � N > �C a °u CL = CVL'' 0 brightline, October I82O2l Mr,Jeff Burns Affiliated Development 613NVV3'1 Avenue, Ste 104 Fort Lauderdale, FL. 33311 RE: The Pierce, Boynton Beech mixed-use project incorporating workforce housing along the FEC and adjacent toFEC-owned land Mr, Burns: I am writing this letterto thank you for taking the time to meet with us at Brightline to show usyour development plans for the site [nBoynton Beach, adjacent to our property on NE 4��mstreet. � Should your bid be selected by the city of Boynton Beach, we would be pleased to work with you and your organization toensure continuity between your project an6anyeventua| p|ansalongthe BriAht|ine/FECRcorridor. Asdiscussed,there isanunavoidable Unkbetween public transportation and workforce housing, which you've been advocating for in Miami, Broward and Palm Beach counties. VVeare familiar with Affiliated DevelVprnent,acapabilities and as Boynton Beach stakeholders, we look forward toongoing dialog as you pursue your plans. Sincerely, Ben Porritt Senior Vice President Corporate Affairs BrightUneTraims 161 NVV6TH STREET | SUITE 900 1 MIAMI, FL i , xt, t F Via 71 k t 14 } }t fUV1 fit i- '� , � 1 Q _ MOWIA a t , reff U r d.. n IN „t ���) `• ����#s� .� -. — �t11�i I a i�i�i} 1��4 tS��� H ``���, ;}s �) ; �tt � ti) }rl`� ts,} ..}fi�tt, �� .1 hIN n t K Ni��ij } �� } ttS t r ,ti oof t h - } i • a � a a �P t1�{{j .Ln 1 t S\�t;,` 1- Ln Ln r� Q a i Ln Ln m i �1 �y� W g a n ha a a d a 41 41 .0 +1Ln QO a 41 pa � Ln a Q a r Q1 r }�VT,LMU y a a �a a m E a w ya �s "-_ _ � — � � a �{I St�2V It�R 4t fii , yh , coff Qj' fU W a - •n1.t - 4sv , t l �55 t3 i +�h`{tJ(�tjt� r t q _ � 4 x-• nt� s�, 5 7 r�*\� )? I s , r �+ c 1 � 4 „��,} ` >',i� -•,,� lti It t,1 p 17 1 V \ a as 4�s t 3�� P- a s tt1 IF, � r i s 4 � �I 41I s4 1 s.-. 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O O +�-j • 1 U U .� N Q > 4- O � � X 0 Q i i Q • 4 O N rl Q Q) bn ca 3 a N a--' vi • N C2A +, O O N O U N f6 • � i cn ' • N N O N ca � � O N 0 - N N i i "a CU cu cr �ON N Ln 4- N > N O p hC1A Oi►• cu � N O E O U O p - CU O C: J > bn0 © Q Ln CU cu CU u CU U — cu Z NCU O .0 n O � _ aCU CU i 0 CU '- 4-1 Ol 0O ate-J V f6 O CU Ln cu L CU U cn CL c cu cn 0 U N i Q bn > N U CU CUCU > > rl U CU LMU L U C6 c = y_ f6 r-I Z f6 C`n a.-+ Q M 0 N U bn N +_+ cu N O O > o N O O O >O O O N - Ol N iN •- N ateJ N U U LMUn cr O Q O N n O E - DC DC m Q '~ N fB N ate+ N i S 3 N Q How we meet Sustainable Development Standards (section X111): Sec,2. Required Sustainable Development Standards(Table 2-1). 1.Required Sustainable Development Standards Outdoor Lighting Utilization of warm white 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 species 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 every fifty thousand(50,000)square feet of non-residential development, White Roof Required for ell ducts utilizing flat surfaces,roof must be white. (Ord,19-027,passed g-5-19;Am.Ord.19-028,passed D-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 read,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(SR 1)of M as demonstrated by the man u fa*rer or the architect or 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 non-roof impervious site 4 75%of the non-roof impervious site 6 Efficient Cooling All air conditioners are Energy Star qualified.Minimum SEER 16- 2 At least 75%of hot water on premises is heated via Energy Star,Certified Efficient Water Heating water heaters or solar water heaters. 2 Use roofing materials that have a Solar Reflective Index(SRI) 75 for low- Cool Roof sloped roofs(c2:12)or 25 for steep-sloped roots 02.12)for a minimum of 2 75%of the roof surface. Utilization of white or cool light colors for the body of buildings to reflect rather Building Color than absorb heat and reduce cooling costs.Accent and trim colors are riot 2 I imited to these choices. Shade Structures for Where provisions of shade structures are not required per codw Structures Buildings such as awnwgs,screws,louvers,or other architectural 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, 12 Lighting Provide energy efficient lighting such as LED lighting for building interiors for 100%o1f proposed lighting. I Energy Star Appliances All appliance within a building are 100%Energy Star. 2 Insulation ProVda increased'insulation to achieve a minimum R-19 in walls and R-3B in 2 1 the calling. 2.Recycle and Waste Reduction. Recycle Content in Infrastructure For all new roadways,parking lots,sidewalks,and curbs- 2 A minimum of of the building materials used are to be green Building Material materials,recycled,loc-ally-produced materials,or sustainably- 2 harvested wood, Recycle Statiork/Dumpster Area Recycle chute(s)in mixed use districts and du mpslar,which include a I recycle station. 3.Water Conservation and Management Utilization of reuse water for innigation(if adjacent to site). 2 Reuse Water Utilization of reuse water for irrigation(if requested and approved by the Utilities 4 Department to be brought to the site). The development includes rain gardens designed with native plants material Installed in a sand/soil matrix sof bad WO a mulch cover layer, Rain Gardens(Bio-swaps Commercial:consisting of a minimum of 1.000 square feet. 3 or Elio-retention System) Muth family or Mixed Use with less than fifty(5Q)unitai 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 or 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 Surfaces surface parking areas, 50%minimum 6 1 75%minimum a Permeable Sidewalk Perimable or acceptable natural surfacing materials are used for all sidewalks. 3 Surfaces Vault System utilize a vault system for stormwater management to maximize usable open space 4 on urban sites, at.Urban Nature At least 50%of the total surface area of the principal building's roof 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 from right-of-way or private amenities. 2 Green Wall Provide a minimum of six hundred(600)feet of an irrigated vegetated wall, 4 which is visible from right-of-way or private amenities. Provide an entire facade(over 600 square feet)of an irrigated vegetated wall, 6 which is Visible from right-of-way or private amenities. Public pedestrian anWor bicycle access to natural elements is provided by a bike of pedestrian path or trail that is at least'4 mile long and does not intrude 1 Nature Path or Trail on or unduly harm existing natural features. Public pedestrian andlor bicycle 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 wail. 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 dedication of permanent and viable Community Garden growing space and related facilities(such as greenhouses)al: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 project 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 20%.The designed space shall not have any dimension less than seventy- 4 five(75)feet. 5.Transportation. Parking Structure At least 75%of the development's total number of required off-street 2 parking spaces Is contained in a parking dock or garage, Electric Charging Stations Provide two(2)over the required number of electric car charging stations. 2 Provide four(4)over the required number of electric car charging stations. 4 . Indoor or 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 l - Shower and dressing area for the employees,in addition to the above. 1 6.Other Sustainable Development Opportunities The development Includes other green features that conserve energy, Other promote a healthy landscape,support public health and safety,of Up to 6 increase sustainability-points to be awarded at the discretion of the Development Director. (Ord.19-027,passed 9-5-19,Am-Ord,19-028r passed 9-5-19) Total Sustainable points = 50+ points i a �i ➢ . x. 5� 4" � TT 1 i�� flirt $11 NG £ { L �} v f���� i ll�tit �` Sett -:�`�� �4 � '� ��� < W(vji �- � t1 1, ='�� 17 7717�t114rr t�lrlr sl}f�tli 1113��t; t11I £'��,� It{ t 1 lr r }7 tJr r � I 171 X11 s�11\1r � {� �"�., �` 1�1 \ tt1- �`� I , 11 �� i£ i S Il 2j t l 1 r 7 frs v 1`d LL YL UlLMU � i �7)( �� 1A ,, ��1� 5�1},'1 '������ ��i�,11� ���1��������i „s `' 1j P h }�#t11t t�771 i „..�rti•4}�11 � �r� I - ���y 0 - U-i < O OLl- > i a m c o0 ' O N � O O r-IO O E `m`.. l r4 r-I N r0 r-I O i C ' r0 N a I + M tT Lr) M O E ;C N N N M U C v O O00 rnro Q Q 00c.J aJ M N m 00 of i —� i Ln \ i ) r0 f0 O O M pO >. 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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 - $ 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 i 1 • � a • O ro N Ql 1 � i ro Ql 4-- • O 1 � U C U � • N 1 (p C U N � 1 Q to M W O W W c-I Il O O O O O O O O O ei 0 0 0 0 0 0 0 r-I 00 w M 00 Ln I, r-I O N O O O O O O in O in l0 O O O O O 01 O iff 00 r-I r-I O l0 O O O O in' in' O � O � 01 in' in' O in' O r-I O w co (1 Ln I, Ln Ln O r-I I� O O O in r-I w O N in I, M n to to r-I O I, to to M N O r-I m O W in V O W N a, I� c-I Lr ID N n m in N -* to m r-I O -* M M N N M r-I O r-I M M '�' w O r-I -V► N N An AA AA AA AA AA l0 AA AA AA e.z in N -Z l0 M '(0 L► L► L► L► Ln L► Ln L► L► L► L► L► L► I� Q L► L► L► ,.0 O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 V 0 to O O w w :.0: to to vin to An vin to to An to to to to 00 00 tt o o 00 O O to to m Ln Ln Ln U V n Ln OLn N lD 0) m N C; p Ua 0 a°I O O O O O O O O O Il 0 0 0 0 0 0 0 n to M ry 0 0 to c-i W to to vin to L► O O O O ti 0 0 0 0 0 0 0 r-I 00 to 00 O to Il c l r-I M O H O in l0 O O O O O U O in 00 ti 0 0 O V w w a- O V O m In O O O In ti 0 r-I 00 Q1 M' O In O w N :0 00 ry m In 00 N N c-I Lf1 c-I to m N M ry 00 m O to w :O Q1 m to r-I to N in ry ry ry Q1 c-I I, V M 11 V M c-I 00 I' ' 1 U: Q1 c-I n N N VT VT VT VT VT VT �` VT VT VT VT N c-I � e4 N,.... 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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 party. 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 c ny By " e ey Burns,Manager Date: m U CRA: Boynton Beach CRA By: Steven B.Grant,Board Chair Date: 4 EXHIBIT"A" PROPERTY LEGAL DESCRIPTION 5 C3 V co CD m > m 7 m Q LL d 0 ® tl LL3 , Z W lgj LFI Z ® wLL! CRI L", Z Z G Lr) Lo 'r f C,I c7 V ti i eD t� m 2 2 2 2 2 2 2 4 7v, r \ TI � r i F 1. wav Y U QY i 4 � b v � qx E - pi EXHIBIT"B" SITE PLANS&RENDERINGS 6 �.Fa...N...e„�,.,,.d...Fo.11 . ,,,.d .cepa... .,v. �jJNINNb1IdJ�8�IMMIA' 11H�?Jbw s..Fad V' V01a01d 'HOV39 NO1NA08 a d � Eztlmoc7� 1N3Wd013A30o(131VlllJJV ®isrosw>�xswee S1�311H��IV' N sse000avv a 3O2i31d 3H1 nNI s,OAiiH��V VSA rt ilS! er!; r ")'o1 � O 1. S ,# m p w�rvom S 4 l t Ns,7 ” 55 a t j E 1 iYy Q i tfAl Z) !i y S SI• (A o0 X - } tf !. yr tn1 N LL4 s JS ! 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U U — v _ O v 0 0 0 0 0 0 •� O O N N C'4 fV N N N N • •Vt _a V i a 1 � - O m m ra o 1 LL m 00m W a) m m r-I Y m Ln J U 00 _ (6 E Co o u Q • N m m c G1 `� C: a) V Lu Lu fa O O U > a) C a oc cv c >� O Lri M ai ami " m D G1 0 Lu 0 Lu a) U N0 > co D E txc ro L ra ro +� E +- m O E E r � 3 u U O t O m cr m O + _ a) 4- O L o fa ami t u 4- U to c-I N L t D a) x a) 3 '� -0 O m 00 �n L s ) O 4J u c N to txc - a tw cv m a) o Ud E O a) r l � a) t rn .� QC: E a) ro N 3 .� U rI U 1 N in i O 0 3 U Nfa 00 > 00 U - z m ra ` ) N t� a Ln O L Lu O E U Ln — 0 Lf) _ ,� O 0 r I +y+ C w w > C N r-I a) O c-I U fC m C4 7 •� fC a) I- CO a) r-I W r>6 v Ln l0 .� i N r-I O E LL d N � � a O N r-I Ln _ m > r-I Ln -0 m N m W -0 1,4 rL er LMU ui 1 1 4 LIJ v Re nf"natton Financial Capabilkd To Whom it May O noerrt: We are tt,re accountants for Affiliated Companies LLC,Affiliated Derelcrpment.LLCAffiliated Housing Impact Fund LP,all surcces,or car related entities and the princrpala Nicholas Rojo and Jeff Bi-tm. r06Qttvely,referred to a.e"Affiliated" Aa a leader req arr'ernent au projects are organized through aingle azzet,special pirpose entitue:s wwrirl� t'nedr own unique financing Stt'trctUre Tnese special putrpeae antrtles are controlled hj the p incipai4s. Erle-separate tax and are riot-+,u rlect to ttrtrd parr, atrdite r certit,that Affifiated hias an aggre-gate net worth and liquidwy in exceaa of 1 . Furthermore Affiliated has fUly dusuretuor aay equity capital and the a itiry'to ingest that capital anmwed-wase development pr°cje;cta deNeloped by Affiliated. Affiliated remains a valued client if-,good standing. Let me 1,7now of you have any additional que5uun5 and feel free to contact me at 954 Ke 1546, ASC ADVISORS,LU For Etre Firm Gabriel Nyarez an Un to 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) plubian(_bankunited.com City National Bank BCI FINANCIAL GROUP October 12, 2021 Nicholas Rojo Affiliated Development 613 NW 3,d 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 Box 025620 Miami,FL 33132-5620 citynationat.com 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, aw mf 00& David Albright Senior Vice President City National Bank of Florida Page 2 of 2 IisTREZ CAPITAL 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 LP (together with its successors and assigns, 'Trez'). Through the coarse of our relationship,Trez has extended over$75,000,000 in credit to finance axed-use projects developed ;y Affiliated. On a personal level l Have known.Nick Rojo and Jeff Bums for several years and believe they are 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, Ne 4.dt 1\A 1? fl I ,liv li4 a" i4t u` i a • N L Q V N • Cr � � •Q V t ° V " _ 4a LU ' a 3 � i •� v L O a •- a —i J LMU 1 tt V 0 - U-i < Ll- > < cn 0 4-1 4-1 C: (1) 4-1 C: 0 r V-i ._ i 1 , t, 1 L.- • / e • / 1 J + / 1 4—j 1 'r 4I • • • 14— / • .1 O1 ` • e L • 1 • 4-j ` 1 • �-j + J • •r • 1 •r 1 1 1' ■ • 1 1 • + 1 • r r • 1 • • rr s • � � • �,s s • ® •r r 1 / s • ■r + i � 1 • • E' • 1 1 / • � • 1 w • • • a _ + P`: • 1• ! • 1 � s r s• 1 1 • X111 / AFFILIATED = DEVELOPMENT October 5,2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt,Director 100 East Ocean Avenue,4u 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("LOI")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 4*h St.,Boynton Beach,FL ii. Parcel#: 08434528030010080 c. Parcel 3: i. Physical Address: NE 191 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 1 Buyer Seller AFFILIATED DEVELOPMENT . PLT C ,SE PRICE: $ ,SiS, 00 subject to customary adjustments,fee simple interest free from all liens,encumbrances and judgments. 5. PROJECT: The Buyer is purchasing the Property for purposes of developing amixed-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 atransportation-oriented development and provide public pedestrian connectivity within the Property. 6. PURCHASE&DEVELOPMENT AQREEMENT: Within 90 days following the execution of this L I,Buyer and Seller will execute a Purchase&Development Agreement(the"Agreementl 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. DUE DILIGENCE: 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.Feder-at Highway Infill Mixed-Use Redevelopment Project(the" P/ "),Seller has provided Buyer with Due Diligence Materials(as defined e under). In the instance that certain Due Diligence Materials have been omitted by Seller,and certain Due Diligence Materials are necessary in order to carry out the Project as planned,Buyer shall have a period of 60 days from e effective date of the Agreement (the"Due Diligence Period")to conduct any remaining inspections and examinations of the Property as Buyer requires and as omitted during e RFP/RFQ process. At any time prior to expiration of the Due Diligence Period,Buyer shall be entitled to terminate the Agreement in Buyer's sole and absolute discretion.In the event of such termination,Escrow Agent shall immediately return the Escrow Deposit to Buyer. B. DUE DILIGENCE.MATERIALS: From and after mutual execution and delivery of this LOI, Seller,at its cost 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 x assessments and bills;(iii)all documents or contracts evidencing obligation of Seller to be assumed byBuyer;(iv)current insurance policies;(v)information on liens and open permits,(vi)previous,current and proposed building plans&specifications,(vii) any estoppel certificates as may be required by 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,(x)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 due diligence activities and shall restore the Property to substantially the same condition as found. 9. SURVEY: Seller shall provide Buyer with a copy of any existing ALTA survey. Buyer shall be responsible for updating or procuring a new survey. 10. APPROVALS: 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 ZBuyer�{f Seller AFFILIATED D E V E L O P M 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 B,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 Buyer , Seller, __ AFFILIATED D E V E L O 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. EQ&aM JEURE: 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 D E V E L O P M E N T 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: 8 < 1 DATE: fes✓ � m BY: BY: NAMELe r NAME: Steven B.Grant TITLE:Manager TITLE:Mayor and Chair S Buyer Seller _tea {r'i� � \•,, � � � 1` { 3 5 tri � "i` �� ��� �! " ;dr.+ It „a,, `�' i ' '•�i. th 1 ? 9 { 3 j r - ' 4 Ow t';Q 04" , -a -u -u n n 0 0 n 0 0 0 N N SD O N N (D N co N m Ul A W N -1 1CYJ Q N U, O Ill ill U1 z m m m z s m M 0 I D e o o. m m m 0- m N N N N 5 D A D o s m D m D n Uj G 3 EXHIBIT"A" 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement(hereinafter' )Is made and entered into as of the EffecVve Date (herainalter defined),by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 265, Part III, of the Flores Stas (hereinafter "PURE') and 500 Ocean Properties, LLC (hereinafter 'SELLER'). In consideration of the mutual covenants and agreements herein set forth,the Parties hereto agree as follows. L PURCHASE _ _-P, SEUtFR s to sell and convey to PURCHASER a PURCHASER ® to purchase and i from SELLAi, on the terms and conditions, hereinafter set faith, Pnoperves located In Palm Beach County, Floft (the particularly d embed as foom L. Lot 30 and the West 7 feet 8 inches of Lot 1], Less the South a feet (Ocean Avenue R/ft Block C, TOWN OF 9OYNTON, according to the piat thereof,as recorded in Plat Book:11.Page 2% of the PuWlc records of Palm Beach County,Florkta And Lot 11 Less the Vftst 7 feet 8 Inches,Less the South 8 feet(Ocean Avenue RM, Bink.fy TOWN OF BOYNTON,according to the plat there4 as recorded in Plat Book t,Page 23,of the Public Records of Palm Beach County,Florida, And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, in Plat Book 3. Page A of the Public Records of Palrn Beach County,Florida. Property Addimm 511,Sid and 529 East Ocean Avenue 2. PURCHASE PNCE AND PAYMENT. The Purchase Price to be paid forthe Property shall be Thres Million Sbk Huindred Thousand Dollars ($3, Oen, pavable In ash, by wire transferof UnItedStates Dollars at theClos womms PURCHASEWs Initlels; _ SEUWs Initialss,�, Purchase and Sale Agreement Pop 2of17 3. DEROSfT. 3.1 fA est MSX21gMJ. five(5)Business Days after the execution of the Agreement by both parties, PURCHASER shall delver to !awls, Longman&Walker, P ("Escrow ne) of deposit In the amount of Fifty Thousand Dollars($!AOW.0M (the "Inhiai Depot'). Providing this Agreement knot otherwM terminated purseant to the terms herein, PURCHASHER shah deliver to Escrow Agent an additional de{osR In the amount of one Hundred Fifty Thousand Dollars ($ AMOO) on or before October 15t 2021. The Initial Deposk and addiltional deposit are hereafter referredto as the"Deposit". 3.2 The Deposit shell be applied and disbursed as follows: PmvWtn, this Agreement Is not terminated by ither party pursuant to the terms set forth herein, My Thousand shall be released to SELLER within 10 days of the expiration of the Feasibility Period (hereinafter ). The remains Depot shall be delivered to SELLER at Closing„and the PURCHASER shalt receive a.credit fordutu Price. If this Agreement Is terminated during the Feasiblity Period for any ressok the Deposit she ll be Immediately refunded to the PURCHASER. If this Agreement Is termilriated due to a default, pursuant to Sion 1Z the Deposit shall be delivered!to(or retained by,as applicable)the non. defaulting Party, and the non-clefoulting Party shall have such additional rigift, If any,as are provided In Section 12. 33 EMM Agent. PURCHASER and SEDER audwrite Escrow Agent to racel ve,deposit and holdfunds in escrow and,subject to clearance,disburser them upon proper authorb Aon and In accordance with Floirida law and the terms of this Agmement. The panties agree that Escrow Agent will not be liable to any person for misdelvery of ascv&-sd Rema to PURCHASER and SELLER, unless the m1sclellvery b due to Escrow Agent's willful breach of this Agreement orgross neglliilence. If Escrow Agement Interpleads the subject metterofthe escrow, Escrow Agent will pay the filing fees and costs from the deposit and wil recover reasonable attorneys few and costs to be paid from the escrowed funmds which are chargedand awarded as court costs In favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow ABent consents to orbiltrate. t gEM E DATE. The date of this Agreement(the"Effective 41 shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. S. G=NG. The purchase and sale transaction contemplated heroin shall dose on or before December 17,2D21(the"Closing!,unless extended bywrltten agreement,signed by both parties, extending the Closing. However,in no event whabnevershall the Closing occur later than December 31,2021. S. T13M 32 BE M&=. At Closing, SELLER shall convey to PURCHASER, by #1 anaws PURCHASER's Initials: SELLER's frit ls:' Purchase and Sale Agreement Page 3 of 1' Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined),valid,good,marketable and I&urable tide in fee simple to the Property,free and clear of any and all dens,encumbrances,conditions, easements,assessments,restrictions and other conditions except only the folbwi (collectively,the"Permhed Exceptions ):(a)general real estate taxes and spaiel assessments for the year of Closing and subsequent years not yet due and payable;(b) covenants, condemns, easements,dedications, -of-way and matters of re rd included on the Title Commitment or shown on the Surrey(defined in Section 7), to which PURCHASER fails to objet, or which PURCHASER agrees to accept., pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER its designees shall hm from the Effective Date until November 12, 2121 ("Feasib ), at PURCHASEWs expense, to make Inquiries which PURCHASER may deem necessary to determine If the Property Is suitable for Its Intended use and to enter upon the Property, at any time and from time to tkya with reasonable notice to SELLER and so long as said Investlgetlims do not result In a business Interruption, to perform any and all physical testi, inspections, valuation apprahWs and Investigations of the Property, Including but not limited to Phi I and Phase 11 Imre ns. During this Feahsibility Period, PURCHASER may elect, In PURCHASER's sole and absolute c1sawtion, to terminate this Agreement and receive batdc the Deposk prmWed that PURCHASER provides SELLER with written notbe of PURCHASER's decision to terminate the Agreement prior to 5.IXom Eastem time on the last day of the Feasibility, Period. Should PURCHASER fail to provide SELLER with wrhftn taermhuMon notice prior to 5:00pm Eastern time n the final dayof the Feasibility Period, PURCHASER will have waived Its abllity to terminate the Agreement pursuant to this Paragraph, the Deposit shad became non-refundable to PURCHASER(except in the int of a material default by SELLER),and the parties snap proceed to Cioaing upon the terms and conditions contained herein. If PURCHASER elects to terminate this Agreement in accordance with this Secdon, PURCHASER shale (1) leave the Property in substantially the condition existing on the Effooft Date, subject to such disturbance as was reasonably necessary or convenient for the testing and Investigation of the Prop",(in to the extent praftable,shall repair and restore any clamap caused to ft Property by PURCHASER's n; a (10 release to SEWER, at no costs all reports and other work product generated as a result of the PURCHASEFes Nesting and Investigation. PURCHASER hereby agrees to Indemnify and hold SELLER harmless from and against all claims, losses, pensee,demands and liabilities, Including, but not Iimdted to,attorney'sfees,for nonpayment for services rendered to PURCHASER (including, without hinkstion, any construction dens therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASEWs Investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory Omits of sovereign immunity as provided within Section 76IL2$,Floridan mutes,and PURCHASER does not walve Its sovereign Immunity rights. SELLERS' obligations under this Section shall survive the termination,expiration orCloshg of this Agreement. 7.1 vimWithin twenty(21)days of the Effective Date, PURCHASER shad obtain, at the PURCHASER's expense, from _ Title Company chosen by PURCHASER eiswm4 PURCHASER's Initials: A,11 SELLEIrs Initials: tT h_ Purchase and Sale Agreement Page 4 of 17 (hereinafter 'MJe Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Priem subject only to the Permitted Exceptions,together with complete and legible copies of all instruments Identified as conditions or exceptions In Schedule 0 of the Title Commitment. Any and all assessments, outstanding ut*,Ly ch s, hens and other matters not constituting Permitted Exceptions and that can be cured with the payment of money shall be paid by SELLER prion to or at dosing from SELLER's proceeds. PURCHASER shah examine the Tide Commitment and deliver written notice to SELLER no later than thirty(M days after the Effective Date notifying SELLER of any objections PURCHASER has to the omditi n of title(hereinafter'T ns"). if PURCHASER fails to deliver the Tithe Objections to SELLER within the aforesaid review period,title shah be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Ob)ecit[ons,then SELLER shag have twenty(20)days to either care and remove the Title Objection(s) or provide notice to PURCHASER that SELLER will not cure such title objection(hereinafter"Care Period'). in the event that SELLER Is unable or unwilling to cure and remove, or cause to be cured and removed,the Title Objens within the Cure Period, then PURCHASER, in PURCHASEWs sole and absolute discretfon, shag have the option of(I accepting the title as it then Is and proceeding to Closing with no reduction in the Purchase Price and all such Title Objections that SELLER declines to are shall become Permitted Exceptions,or(Ii)canceling and terminating this Ag,reemhent,in which case,the Deposit shag be returned to PURCHASER and the Parties shag have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Should PURCHASER elect to accept the title as it then Is and proceed to Closing, SELLER shall still be required to pay off all essessments, outstanding utility charges, gens,and mortgages due and payable as of the Closing. In no event"I SELLER be required to commence Iii etion to cure any title or survey defect,encroachment,orencumbrance. Prior to the Cbsln& PURCHASER shag have the right to infuse the Title Company to issue an updated Title Commitment ("Me Updow ) covering the Property. If any Tide Update contains any conditions that arose after the effective date of the title commitment and were caused or s to occur by SELLER and which did not appear In the Title Commitment, and such items render title unmarketable, PURCHASVt shag have the right to object to such new or different conditions in writing prior to Closing. AN fthft and objections of the Parties with respect to objectJorts&rising from the Title U shag be the same as objections to items appearkV In the Title Commitment,subjectto the provisions of this Section. 7.2. furvev Review. PURCHASER, at PURCHASEWs expense, shall obtain a current boundary survey (the 65urver) of the Property, Indicating the number of acres comprIsIns the Property to the nearest I/10M of an am. If the Surrey discloses encroachments on the Property or that improvements located thereon encroach on setbadx Ines, easements, lands of others or violate any restrictions, covenants of this Agreement,or applicable governmental regulations, the some shag constitute a We defect and shall be govemed by the provisions of Section 7.1 concerning Objections. However,In no event shall SELLER be required to commence litigation to aim any title or survey defect, �4 PURCHASEWs Initials: SELLEes initials: r . Purchase and Sale Agreement Pop 5of17 encroachment,or encumbrance. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and Inaruments within three (3) business days of the Effectivis Daft of this Agreement, except as specifically Indicated: 7.3.1 Copies of leases for all commercial and residential tenants occupybg the Property. 7.3.2 Copies of any reports or studies (including engine ring, environmental, sag borings, and other physical Inspection reports), In SELLER's possession or control with respoetto the physical condition or operationof the Property,If may. 7.3.3 Copies of all licenses, varlences, walveM permits (including but not firnited to oil surface water management permits,wetland resource permits,consumptive use permits andenvironmental resource permits), outhorizatlons, and approvals required by IoM►or by any governmental or private authorky having jurisdiction over the Property,or any portion thereof(the"Governmental Approvals"),which material to the or operation of the Property arid In SEL R's posoosslok if any. 73.4 At Closing, SELLER shah execute and deliver to PURCHASER any and all documents and Instruments required by PURCHASER,In PURCHASER's sole and absokAe 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 (A) cause the Property to be withdrawn from any Govemmental Apprrovak. SELLER will not be required to incur expenses to provide such documents and instruments. No later than twenty(20) days prior to the Cosing 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 Govemmental 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. L CONDITIONS TQ_CLMNG. PURCHASER shall not be obligated to dose on the pumhase of the Property unless each of the following conditions(collectively,the Tondlwns to Closing") are either fuiRlled or wale d by PURCHASER in writing: B.I. All of the representations and warrontleB of SELLER contained in this Agroomentsholl be true and correct as of Closing, 8.2. C QMM&Ljt&agjMf, The physical condition of the Property shall be ounims PURCHASER`S Initials: .. SELLER'S Inidals:41 Purchase and Sale Agreement Page 6 of 17 materially the on the date of Closing as on the Effective Date, reasonable war and tear excepted. B.S. Z&QtkWY1ggLtdJa1L At Closing there shall be no litigation, dalm, action, or administrative agency or other governmental proceeding, of any kind whatsoever, whether pand , actual or threatened, that would affect the Property, which has not been disclosed,prior to Closing,and accepted by PURCHASER. M. Camohnce with Laws and Rexukft& The Property shall be in compliance with all applicable federal state and local laws, ordinances, mles, replations, codes,requirements,licenses,permits and authorizations as of thedate of Closing. B.S. 2gWg1ML The Property shag be conveyed to the PURCHASER attime of Closing subject only to the existing Isms referred to in Section 7.3.1 above. After the Effective Date of this Agreement,Setter shall- be permitted to renewexisting losses offectingthe Property provided that all such renewal leases provide the landlord a ninety O of termination, do not exceed a term of one year from the date of renewaL and that any terms whatsoever that differ from the current lease other than the new lease expiration data are subjectto approval or rejection by PURCHASER. 9. CLOSIN 1 DOCIMEWIS. The PURCHASER shall prepare, orcause to be prepared, the Closing Documents set forth In this Section, except for documents prepared by the PURCHASER's Tltie Company. At Closing, SERER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments (collectively, 'Closing Documents ): 9.1. A Special Warranty Deed (the )conveying to PURCHASER valid,good, marketable and insurable fee simple title to the Property free and dear of all lens, encumbrances and other oondltiorns of title otherthsn the Parmhod Exceptions. 9.2 Sellers Affiftt . SELLER shad furnish to PURCHASER and Utter Company a customary 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 w; and that there are no parties in poasesslon of the Property other then SELLER. SELLER small also furnish to PURCHASER a non-foreign affidavit with respect to the Property.In the event SELLER Is unable, td deliver its affidavits referenced above,the same shall be do iced an uncured t objection. 9.3. Closing A dosing statement setting forth the Purchase Price, the Deposit, all credlb6 adjustments and proration:between PURCHASER and SELLER,all costs and expenses to be paid at Closing, nd the net proceeds due SELLER,whk PURCHASER shall also execute and deliver at Closing. 9A. QRCgctW_QqWMAEML Documentation required to dear title to the wm ws PURCHASER'S Initials: SELLEWs Inittals� i Purchase and Sale Agreement Page 7 of 17 Property of a0 liens,encumbrances and exceptions,of any,otherthan Permitted Exceptions. 9.5. AddWMLQg2LrMLnjL. Such other documents as PURCHASER or the Me Company may reasonably request that SELLER execute and delver,and any odw documents required by this Agreement or reasonably necessety In order to dose thb transaction and effectustethetermsofthis Agreement. 10. 10.1. Proration. Assessments, rents, interest, Insurance and other expenses of the Property shall be prorated thrash the day before Closing. PURCHASER shall have the option of taking over existing poildes of Insurance, If assumable,In which event premiums shall be prorated. Cash at Closing shall be Increased or decreased as may be required by proration to be made through the day prior to Closing. Advance rent and secur9ty deposits,if any,will be dredged to PURCHASER. Taxes shah be prorated based upon the amrant yeses tax with due allowance made for maximum allowable discount. 10.2 Act Va m Taxts. PURCHASER and SELLER "I comply with Section 19L295,Flores Stauftes,with rasped to the payment of prorated ad valomm taxes fnr the year of closirim Into escrow with the Palm Beach Caufft Tax Collectors Ofte. In the event that following the dosing,the actual amount of assessed real property tax on the Property for the current year is higherthan any estimate of such tax used for purposes of the Closing,the parties shell re-prorate anyamounts paid orcreclited based on such estimate as E paid in November.This shalt survive the Closing. 11.& fieldW-MusigingAM Certified, confirmed and radfled special assessment Rem Imposed by public bodies and payable as of Closing are to be paid by SELLER. Pending lens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Data,any pending lion shah be considered certified, confirmwd or ratified and SELLER shall, at Closirhg, be chard an amount equal to the last estimate or sssessrnentforthe improvement by the pubes body. 10.4. Qeoll GM PURCHASER shall be responsible for recording the dead,all geneml dosing expenses (settlement fee, courier fees, overnight , etc.), all two knurence expenses, documentary stamps on the deed, and :any expenses associated with PURCHASER's flnendn& Each party will pay their respecter Womery's fats. Otherthen SELLER paytrtg Its own attorney's fees, PURCHASER and SELLER agrea that the transaction contemplated by this Agreement shall be"net"to the SELLER with PURCHASER paying all costs associated with the transaction other than SEL,ER's attomey'sfees. M5 OgskA EMMIdur& PURCHASER shall fund the Purchase Pry subject to the credits,offsets and prorations set forth herein. SELLER and PURCHASER(as applicable)shall execute and debar to ClosIng Agent the Closing Documents. The Closing Agent shal4 at etuvima PURCHASER'S Initials:,;, _ SELLER's initials:_ 4,' , Purchuse and Sale Agreement Page 8of17 Closing: (1) disburse sale proceeds to SELLER; (1) deliver the Closing Documents and a 'rnarked-up"TPde Com fitment to PURCHASER,and promptly thereafter, record the Deed and other recordable Closing Documents In the appropriate public records. 10.6 Dristang MgMWM_iijW At Closing,SELLER shall obtah or cause to be obtained, satisfaction or release of record of all mortgages, Yens and judsirrsints applicable to and encumbering the Property. IL ftEP TAn S.-_COVE'NANTS AND WARRANTIES OF SMM. To induce PURCHASER to enter into this Agreement, SELLER makes the fbilowing representations,all of which,to the best of its knowledge,In all material respects and except as otherwise proved In this Agreement(i)are now true,and(9)shall be true as of the date of the Closing unless SELLER rewives Information to the contrary, and (in) shall survive the Closing. In that event, PURCHASER shall be provided Immediate note as to the change to the fbilowing representation s: 11.1 At all timesfromthe Effective Date until pdorto Closing,SELLER shall keep die Property(whether before or after the date of Closing)free and clear of any mechanic's or mate Tialmen's Ilensforworkor materials furnished to or contracted byor on behalf of SELLER Pdor to the Closing,and SELLER shall In l&mnify,defendand hold PURCHASER harmlm from and against all expense and Ibbli ty in connection therewith(including,withoutilmbtation,court costs and reasons ble attorniWsfeas} 11.2 SEILER:has no actual knowledge nor has SELLER recely ed any notice of any clolm,actlonorproc edln aMmlorthreatenod,agaInstSELLERor the Propertybyany organization,person,Individual r _mmentelagencywhichwouldaffect(astoanythreatened litigation,claim,action or proceeding,in a materially adverse fashion)the use,00wpancyorvalue ofthe Property or orwhichwould otherwise relate tothe PMperty. 11.3 SELLER has full poor and authority to enter into this Agreement and to assume and perform its obilgations hereunder In this Agreement SELLER does not and YAN not conflict with or result In the breach of any condition or provision,or constitute a defaultunde r,or result inthe creation orImposition of any lien,charge,erencumbranceupon"of the Property orassetsoftheSELLER byreason offttermsofanyconbwt,mortgage,1 reement, Indenture, instrument or Judgment to which the SELLER Is a party of which is or purports to be binding:upon the SELLER or whM affects the SELLER;no action by any federsi,state or municipal or outer governmental agency department, commission, board, bureau or Instrumentality Is necessarVto make this Agreementsvalid Instrument binding upontheSELLER in accordance with Its terms. 31.4 SELLER represents that SELLER will not,between the Effective Date of this Agreement and the Closing,without PURCHASEWs prIorwritten consentwhich consent shall not be unreasonably withheld or delayed, except In the ordinary course of business, create any mm��w PURCHASER'SInftls:'r SELLEWS Initials::;,;;;,_ Purchase and Sale Agreement Page 9 of 17 encumbrances on the Property. For purposes of this provision the term "encumbrances"she I mean any liens,claims,options, or other encumbrances,encroachrnerrts,rights-af-way,leases, easements, covenants, conditions or restrictions. Except for renewing existIng Isases in accorclancewith Section8.S hereof,SELLERrepresenisthatSEUERwill net betweenthe Effective of thisAgreement and the Closiryi,tall any action toterminate ormaterielly,amend oralter any existingleases presently In exktence,wIthoutthe priorconsentof PURCHASER,which consent shall not be unreasonabiytvlthhekl ordelayed 11.5 SELM represents thatdter+e are no parties otherthan SELLER in possession of the Property or any portion of the Property as a lessee otherthan those discoed by Section 7.3.L JLL6 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 some condemn from the conclusion of the f asibillty Perlodto the Closing Date. 1L7 INTENTIONALLY DELETED. 11.8 SELLER represents that it has no actual knowledge nor has It received any notice that the Prop sty has been,Is presently oris contemplated be utllkad as a reservoir of Hazardous Material. As used hereK the term'Hazardous Materblu shall mean any substance, water or materiel which has been determined by any state, federal or local government authority to be capable of posing_ a risk of injury to healdt,ssfetV and propsAy, including,but not limited to,all of those materials,wastes and substances desknated as hazardous or toxic by the U.S.Environmental Protection Agency,the U.S.Department of Labor,the U.S.Department of Transportetlon, and/or any other state or local Savmmantal agency now or hereafter authorized to regulate mab is and substances in the environment (collectively %overrimen IAuthoftles)"). 1L9 SELLER represents to PURCHASER that the Property is not subject to any dead restrictions or,declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptionsas defined above. WD Between the Effective Date of this Agreement and the daw of cosing, SELLER will not file any application for a change of the present zoning classification of dee Property. IL11 &dgt The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are wkhln SELLER'S capacity and all requkke action has been talcen to make this rnent valid and blndift on SELLER In accordance with Its terms.The person executing this Agreement on behalf of SELLER has been duly authorised to act on behatf of and to bind SELLER,and this Agreement representsa valid and bkdnS obligation of SELLER. momma PURCHASER'sInitleIsi SEU.ER's Initials ownerPurchase and Sale Agmment Page 10 of 17 IL12 11k. SELLER Is OrW will be on the Closing DIU,ft. of valid, marketable and Insurable , free and dear of all Nero, encumbrances and restrictions of any kind, except the Permittaid Exceptions (and encumbrances of record which Will ai 3LL13 Additional Warranties and Representations of SELIFR. As a material Inducement to PURCHASER entering Into informationand belief,hereby repreartsendwarrantsthe followl applications,11.1&1 Them are no pending proceedingsapprovals, or other i- rrimental authority, Including but not limited , , r concerningfederal or state agencies, r any pardon thereof and SELLER has not granted or Is not obligated to want any interest in the Propertyto any of the familialng entities. material1L112 There am no facts believed by SELLER to be to the use, condition and operation of the Property hthe mannerthat I has been useclaroperated,whichit has not disclosed to PURCHASER heraln,Incluft but not limited to unrecorded instrumentsr defects the Property which will Impairthe use or operatkm of the PropartV in manner.any 11.23.9 The Property and the use nd operationtcompliance with all to county and governimantalis ,ordinances,regulations,l6 authorizations, l IL . 2M6QWM%R&twL in the event that this transaction falls to close due to a E'!refusal to close or default on the part of PURCHASER,subjectto the provisions of Paragraph , the Deposit actuallylshall be paid by Escrow Agent to SELLOt as agreed liquidated damagos .. ,thereafter,neither PURCHASER nor SOM shall have any furdwrobilgation or liabilities eexceptforthose terminationexpressly provided to survive the , that PUROIASER shall also be responsible for the, removal of any lens assert-ad agelinstthe Property by persons dalming by, through or under PURCHASER, but not otherwise. PURCHASER and sufferSELLER acknowledge that 6 PURCHASER defaults, SELLER will damallies in an amount approximateswhich cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being hold by Escraw Agent most closely necessary to compensate SELLER. PURCHASER and SELLER aWee that this Is a bona Me I Misted damages provision anda penalty or forfaltum provblon. mown" PURCHASEWS SELLER, t Purchase and Sale Agreement. Page 11 of 17 12.2. Seller's Default, in the event that SEr1ER shall fail to fully and timely perform any of ks obilgations;or covenants hereunder or Wany of SELLER'S representations are untrue or Inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER rnay, at Its option: (1)declare SELLER in default under this Agreement by notice delivered to SELLER, In which event PURCHASER may terminate this Agree mom and demand that the Deposit be returned,Indudlng all interest thereon if any, In a000rd nce with Section 3 and neither Party shall have any further rights hereunder, or (2) seek, speclflc rformance ofthis Agreement,without waiving any action for damages. JIM. Nothm ofDef u& Prior to declarIng a default and exerclsing the remedies described herein, the crop-defaulting Party shall ire a notice of default to the defaulting Party describing the event or condition of default In sufficient detail to enable, reasonable person to determine the action necesry to cure the default. The defaulting Party shall have ten(10)days from delivery of the notice during which to on the default provided, however,that as to a failure to dose, the cue peril shag only be three(3)business from the delivery of notice. Both parties agree that If an extension Is requested as a result of a default such extension shall not be unreasonably withheld providled that In no event shall the Closing be extended beyond December 3% 2121.if the default has not been cured within the aforesaid perms,the non-defaulting Party may exercise the remedies described above. 3Z4SunLlval. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. Allnotices required In this AS mesa must be in writing and shall be considered delivered when recelved by certllfied mall, return receipt requested, or personal deliveryto the following addresses-. If to Seller. Christian Macovisk Oyer-Macovisk Insurance SU East Ocean Avenue Boynton Beach,FL 33435 With a copy to: Harvey E.Oyerlli Shutts& Bowen,LLP Blvd.525 Clit"chob" suite U00 West Palm Beach,FL 33401 If to Purchaser: Thuy Shutt,Executive Director Boynton Beam Community RedwelopmentAgenq 1.00 E.Ocean Avenue,4th Floor Boynton Beach,FL 33435 sismu,s PURCHASER's IN ls: ` A SELLER'S InRiabe; ?. f Purchase and Sale Agreement Page 12 of 17 With a copy to: Kenneth Dodge Lewis,Longman Wal r, PA 3W S.Rosemary Suite 11M Avenue West Palm Beach,FL 33401 ]A. BINDING OBLIGATIONIASSIGNMENT. The berms and coricutions of this Agreement arc hereby nide binding on, and shall Inure to the benefit of the successors and permitted asstm of the Parties hereto. SELLER may not assign its Interest in this Agrewment without the prior written consent of PURCHASER,which shell not be unreasoneW withhold. PURCHASER shall have to assign this Agreement to the City of Boynton Be (the "Qty") without the prior consent of SELLER and the PURCHASER shall be released from any further obOWIons and habilitles under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written a roval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease ,: ment are in effect,the provisions of section 163.357(1),Florkla Statutes,(as it may be amended from time to time),shall apply. 1% BWKER FE13. The SELLER and PURCHASER Eby state that they have not dealt with a real estate broker in connection with the transaction aontemplated by this Agreement and are not Roble for a sales commission.SELLER and PURCHASER hereby mutually Indemnify, defend and hold harmless each other from and againstanV and all claims, kisses, damages, ants or expenses (Including, without Rmitation, attorneys ) of any kind arbing out of or resulting from any agreement,arrangement or understanding alleged to have been made with any broker or finder claiming through the Indemnifying party In connection with this Agreemeft The provisions of this Section shah survlue dosing or torminotlon of this Agreement. 16. ENVIRONM L hazardous or toxk substance, material, or waste of pollutant("Pollutant") shall mean any L For purposes of thisAgreement, any kind or any contaminant, pollutant, petroleum, petmieum product or petroleum by-product, as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handle 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 govemmental restdWons. 16.L1 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 anyand all permits regarding the Disposal of Pohuutants on the Property o r contiguous propertyowned bySELLER,tothe bestof SELLER'S knowledge. aino rxs PURCHASER'S Initials: SEt.L.ER's Inulols: Purchase and Sale Agreement Page 13 of 17 (2) SELLER is not swam nor doom it have any notice of any per,present or future events,conditions, ecWtles or practices which may give rise to any liability or form a basis for any claim, demand, cost or anon reg to the Disposal of any Pollutant on the Property. SELLER b notaware nor does R have any notice of any past,present orfuture events, conditions,activitles or practices on contiguous propertydutt is owned bySELLER wh lch may give rise to any liability or form a basis for any Balm,demand,cost or action relating to the Disposal of any l nt theSELLER'S property. (3) There is no clvil, criminal or administrative action, suit, claim, demand,Investkation or notice of violation pending or,to the best of that entity's knowle threatened against SELLER or the Property relating In anyway to the Disposal of Pollutants on the Property,any portion thereof,oron any contiguous propertyowned byS LLER. 17. PUBLIC R=RDS. PURCHASER Is,a public*SenW subject to Chapter 129, Florid Statutes. The SELLER Is hereby notified that the PURCHASER le required by law, pursuant to Chapter 119,to maintain and disclose upon request all records deemed public urr the statute Including this Agreement and some or all of the documents necessary to consummate the transaction set fortis herein.To the extent that any litigation should be Instituted by SELLER, either directly or as a third party,to prevent or prohmR Purchaser from disclosing or providing documents involvi th1s;Agreementorthe transaction setforthin theAlreementpursuanttoa public records requestsubmitted under SELLER agreesthatPURCHASER may either: 2) defend the loam up to and including final judgment, or 2) interplead the challenged documents Into the court. In either event, SELLIM agrees to pay PURCHASER's reasonable attorneys'feesandcom,bothtrial and appellate. 18. ML%gkMffD.UL 18.L •Gem This Almement,and _any_amendment hereto,may be executed in any number of counterparts,each of which shag be deerned to be an original and all of which shall, together, constitute one and the same Instrument. section and paWreph headinigs herein contained are for the purposes of Identification only and shrill not be considered In a mstruln g this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modifkadon 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 shag 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 Judklal 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 Courtforthe Southern District of Florida. 1tt.Z. Computation of Tiara Any reference herein to time paerlods whim are not measured in business days shall mean calendar days. Any time period provided for in this amims PURCHASER's InMals: SELLEi's I nTWk:eW Purchase and Sale Agreement Page 14 of 17 Agreement which ends on ■ turda%Sunday or lepf homey shall extend to p.m.on the next full business day. Time Is of the gssence in the performance of all ob4pdons under this Agreement. 1&3. Waterer. 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 breech of this Agreement by the other party in the performance of their respective obligations hereunder,shall be deemed a waiver of any other rIghts or remedies that a party may have or a waiver of any subsequent breach or default In any of such terms, pro sions,a wenants,agreements or conditions. ThIs paragraph shell survive termination of this Agreement andClosing. 1&A. Construg ft of_Aare„emgnL, The to this Agreement through counsej, 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 AVeemeat,or any amendment hereto,the mescullne.shall include the feminUre, 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 intro the Deed. 18.5. S verabiNt.. if arty provision or the application thereof shag,for anV reawn 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 affaded thereby,but instead shall be enforced to the maximum extent permitted by The provisions of this Section shall apply to any amendmentof this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted In this Agreement and initialed by PURCHASER and SELLER shall control aE printed provisions in conflict therewith. 18.7 Waterer of.lury Inial. As an Inducement to PURCHASER agreeing to enter Into this Agreement PURCHASER and SELLER hereby walve trial by jury in any action or proceetift brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 16.8. &8Coeys Fees arol_ . Should it be necessary to bring an action to enforce any of the provisions of this Agreement,reasonable attorneys'fears and costs,including those at the appellate level,shall be awarded to the prevailing party unlessotherwise provided in this Agreement and subject to the limitation of sovereign Immunity as provide=d within Section 768.21L Florida Statutes. 18.9 In Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of ft PURCHASER and SELLER has oismw PURCHASEWS lnft ls: ` SELLER's lydtlals� Purchase and Sale Agreerniant Page 15 of 17 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 Biligaft. This Agreement mov not be recorded In the Public Records of Palm Beach County,Florida without the:prior approval of both parties. IL31 Survival. The cmrenants, warranties, representations, Indemnities and undertakkW of SEDER and PURCHASER that specifically survhm Closing as set forth in this Agreement,shall survive the Cosi IL12 SEI"s Attorneys'Fees and Costs.SBAER acknowledges and a "that SBM shall be responsible for Its own attorneys'fees and all costs, If any,incurred by SEVER in eonnectlon with the transaction contemplated by this Agrieement. 18.13 SM2 !k in I rngab.Nothing in this Agmerrent shall be deemed to affect the righti6 privillegas, and sovereign Immunities of the PURCHASER, Including those set forth in Section-ML2B, Flow Statutes. 19. REPRESENTATIONS COVENAN73 ARID WARRANTIES OF PURCHASER. To induce SB1ER to enter into this Agreement; PURCHASER makes the following representations,all of which, to the best of Its k e,In all material r+espeds and except as othemse provided In this Agreement(i)are now true,and(E}shall be truce as of this date of the Closing and(fill shall survive the Clog 19.1 YaI14R "Cris d_and In Good Standing. PURCHASER was validly created u r all ppIcable state laws, Is In good standing under all-appluble state laws as of the Effectiveof this Agreement,and Will be in good standing under all applicable state laws as of the Closing Date. 19.2 The execution and deihrery of this Agree mant by PURCHASER and the consummation by PURCHASER of the transactTan contemplated by this Agreement are within► PURCHASER'S lawful capacity and all requblte action has been taken to make this Agreement valid and binding on PURCHASER in accordance with Its terms.The person executing this Agreement on behalf of PURCHASER has been duly authorized to act on behalf of and to bind PURCHASER,andthis Agreement represents*valid and binding obligation of PURCHASER. 20. . Aid & EXCEPT AS OT 14ERWM MMMCALLY SET FORTH HEREIN, IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS PURCHASING THE MOPERTY IN AN ASIS,WHERE,-IS,AND WITH AIL FAULTS CONDITION. OTHER THAN THE SBLLER'S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SMLM MAKES NO RMMESENTA77ONS OR WARRANTIES AS TO THIS CONSITiON OF THE PROPERTY OR THE PROPERTY'S FITNESS FOR PURCHASER'S IIJ WtWED USB. PURCHASER SHOULD RELAY ON ITS OWN INVPSIZGATIONS AND DiwkTTONS DURING THE FEASIBU YY PERIOD. �. PURCHASER'S Initials- SELLEWs InlVals: Purdme and Sale Agreement Page 16 of 17 21• Over Insurance and Real Estate, Sin an East FaL de Wall of Sg 531 kjWa PURCHASER and SELLER,ackn6wled a and agree that the existing pointedwall sign on the east fagats of the SZ9/531 East Oman Avenue building has existed for over GD years,is one of the ironic business Images In the City of Baynton Beach, pies histork and cultural value;:, and Is one of the last remainMq representatlons of the Cky's historic main street. As such,PURCHASER agrees to use Its best efforts to preserve the painted wall sign elther in situ or to be relocated and utilized elsewhere In the vicinity provided that the cost of the preservation and relocation efforts do not exceed a nwimum of Twenty Thousand Dollars($20, AM. In the event that PURCHASER is unable to preserve or relocate the wall sign as provided herein, PURCKMER shall provide notice of same to SELLER,who shall have (60 sbdy days within whk h to relocate the sip et Its own expense and/or contribute all additional funding over$20,000 to the CRA for the CRA to relocate the sign. Both parties acknowledge and agree that the possibility exists that the sign could be damaged or destroyed during an attempted relocation. However, PURCHASER shag use Its best efforts, as provided herein, to proselve the wall sip and ensure that It remains visible to the pubes• IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective ftmma PURCHASEWs Initials: r SELLER's Initials: Purdwe and Sate Agreement Page 17of17 Pik COMMUNITY Sw OcEm PROPER w' LLMC AGENCY Printed Name: Steven B.Grant Printed(dame 61`a i Title: Chair Tide. � . Date°_� HDvw %%'nWESS: WITNESS: y . P Printed Nae: Printed Name: r ;d - � 4, Le i s Lo groan &WelR ra,PA Printed Nage: ,., Date: --7 i wssnsa PURCHMER's Inklrrls: SELLER's Initialc 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, oft e FloridaStatutes (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: . PURCHASE_AND SALEZPROPERTY. 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. . DEPOSIT. 3.1. Earnest Money Deposit. Within five O Business Days after the execution of the Purchase Agreement by both parties, PURCHASER shall deliver to Lewis, Longman Walker, PA ("Escrow en ") a deposit in theamount of One Hundred Thousand and 0/100 Dollars ($100,000.00)the "'Deposit"). .2. licatio isurs ent-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 ( ) days from the expiration of the Feasibility Period (hereinafter defined). The remaining eposit 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 bei mediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the PU C ASER's Initials 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: 007D4498-1 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 in the testing and investigation of the Property; (0) 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 or 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 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 to the limitation on practicability provided above) arising out of RCS '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 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 (!I) 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: 7-7-7 SELL 's Initials: W704498-1 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- 5ELLER's Initials: OD704498-1 ,. 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 Prop ertt. 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: ux-jk , SELLER's Initia 007N4918-1ls: _:W Purchase and Sale Agreement Page 6of15 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:. 1 ir- SELLER's Initials: 00704496-1 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. Existin 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: 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.( 5/f4-- SELLER's Initials: DD7D4498-1 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. Auth__orit . 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:- X0704498-1 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: 00704498-1 Purchase and Sale Agreement Page 11 of 15 If to Seller: Bradley Miller 508 E BBB, LLC 508 E. Boynton each Boulevard Boynton each, FL 33435 With a copy to: Alan J. Ciklln, Esq. CIKLIN LUBITZ Northbridge Tower 1, 20th Floor 515 N. Flagler Drive West Palm Beach, FL 33401 If to Purchaser: Michael Simon, Executive Director Boynton each 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 OBLIGATION/ASSIGN 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, Which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton each (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. LL R's lnitials 00704498-1 4� 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: 0070449B-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. Bindin 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. J PURCHASER's Initials: SELLER's Initials: 00704498-1 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 Printed Name: Steven B. Grant Printed Name: Title: Chair Title: Date: 4fl-1 0 e Date: WI ), ESS: WITNESS: (e A & Printed Name rjVVV&(1 € Printed Name: ApProv0d/4 o Fd : Lewis, Longmark-k Walker, P.A. { t Printed Nae: { ®q'> •- Date: 4 L PURCHASER's Initials: « SELLER's Initials: 0070"98-1 EXHIBIT"B" 1 AFFILIATED D E V E L O P M E N T 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 Terms and Conditions are a&follows: 1. PROPERTY: Two parcels that will be combined and parceled separate from the Project. a. Parcel 2: i. Physical Address: NE 4th 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 1S0 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. PROJECT: 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 IMPBQVEMENTS: 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 Projects commercial tenants,while the upper floors will be used exclusively by the Projects apartment tenants. 5. SELLER: BB QOZ,LLC,or another entity managed by Affiliated Development principals,Jeff Burns and Nick Rojo,as approved by Seller. - r 1 Buyer Seller. ltAFFILIATED c--\\\— D E V E L O P M E N T 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.Seiler 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. ESCROW 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. 2 Buye . Seller ___ AFFILIATED D E V E L O P M E N T 17. FORCE MA Ej URE: 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) 3 Buyer t Seller 1' _........--_..._........ . /Ac--\\- 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: l DATE: BY: — BY: NAME:J NAME: Steven B.Grant TITLE:Manager TITLE:Mayor and Chair ff � Q Buyer_ Seller EXHIBIT"A" PARKING PLAINS 1 , r _ 29 777i- At ah o- _f I — Q , I 17——— — , u -�— �4�—L i � � ———— 0 TI -- Iy Im Ir 17 .. b a MA �H s INTHE THE PIE D RAA=—.'m1VISAFFILIATED'DEVELOPMENT AT,ARCHITECTS BOYNTON EACH, FLORID, ALOCAARCHITECTURE �n &PLANNING — °�N =1 7— EXHIBIT"B" PRELIMINARY SITE PLANS 2 _ - OCEAN BOULEVARD LL— All a, Z Ffg b m - _ 1 �t cat m c €_ Ilk t si�s r, z "t0 s " la NE I ST AVENUE f, 1 Iti m - I it r� s t zo . It s <; I + t . }. fr; ,st [ s 1lc ri �, y1 411" 1 �'✓}fj`� rrf }i fi zx mM +.. moo I� � `���' � 5i� �'r+S"1 Y s �a �,St` I �N•i +s+F�+1 �o y,y''O—o {-��� � t ! .._ i I I + �'�'��, 10 » 11F, II o R4+fit„`• I tti rw, Y'oio xx.nwort:ro m.�n d n[wcw.u^e�mw.nr M[NM u'4_ )fhi[G/:.v wIM M r,5�u --.nm, ,-.uD K a.Ra.�[us,. RwsVOE Y r ey Ymuett rry wlu ndnu.uVnu 9 ��.y. �r= �c � Ones �THE PIERCEPSn n A— (1) —� F FOP: 'p AFFILIATED AFFILIATED DEVELOPMENT LOCA70 AT: ARCHITECTS1�aBO'YNTON BEACH, FLORIDA s i ARCHITECTURE&PLANNING EXHIBIT"C" 2 Ac--\- AFFILIATED D E V E L O P M E N T October 5,2021 Boynton Beach Community Redevelopment Agency ATTN: Ms.Thuy Shutt,Director 100 East Ocean Avenue,4th Floor Boynton Beach,FL 33435 COPY TO: City of Boynton Beach ATTN: Ms.Lori LaVerriere 100 East Ocean Avenue,4*}'Floor Boynton Beach,FL 33435 RE: Letter Of Intent to enter into a Lease Agreemen4 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 Terris and Conditions are as 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�Avenue(to the south)and NE 4u Street(to the west)in Boynton Beach,Florida. The Parking Garage will contain approximately 150 parking spaces dedicated to the public. 2. PROJECT: 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 A,which shall be adjusted as may be necessary in order to finalize land use approvals. 3. LANDLORD 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 fr Seller /Ac--\-\- AFFILIATED D EVE LOPMENT 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 SO-year option. 11. BASE RENT: $191SOO per month. 12. BASE RENT INCREASES: 1.S%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. EQ CE_MA;'EJ URE: 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.. Seller __ AFFILIATED D E V E L O P M E N T 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 PAGE TO FOLLOW) 3 Buyer~ Seller /Ac=\=\- 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: ` E DATE: BY: BY: NAME:J Bur s NAME: Steven B.Grant TITLE:Manager TITLE:Mayor and Chair 4 Buyers ._.. Seller EXHIBIT"A" PRELIMINARY SITE PLANS 2 OCEAN BOULEVARDAD my _ sf yy 'N� � f MF' p , fF Y" OKA �'^ ftYr;frfl)(ivjlil}t1 f,lf a .k, Ir _ fP es i���`I+� E�ir£ft�isf 1 I£tff' fl r t+1 , ffifl 51 v �wr'r i s NE 1ST AVENUE r f, e i OW �m 47 O job i � Uft S w f0 ` f a f as ,�q�++r�� � i-T�'•��� T���i rf Nb*10, +.. rrnl M/M� , 'M u.P PY v,vd M n[N4 ira.'ms LmE isiw d -i xD ve, -vot aV,n,w :M ,s.o /uM1mrc Ivo IS/\ THE PIERCE WAcaooeae y _ a E AFFlAED'DEVELOPARCH ITECTS MENT R &— LOCATO 4: OTON f BEACH,FLORIDAS 'r ARCHITECTURE&PLANNING G m EXHIBIT"B" PARKING PLANS 1 m r ...... it o a b � o m , m �x N s I I t r oz 'N�� _ — i a m b I s b _ ,wmncn amww moa n.mwr;m ma am rc TMa..a��ra+s w+vgmva�srws.xo aam�,io.e mn..nx..E n�u.awexo cma m.rx mmox m MSA MSA nRcwTecrs inc THE PIERCE D Al •nc000sss � ( N a) s,�"`°'"' §$y AFFILIATED DEVELOPMENT g ab s. 04PARCHITECTS S1° BOYNTONcBEAOHT FLORIDA ! �' a' ARCHITECTURE&PLANNING ' o�-ZWWe. m.a TME Ran�a E o Ea o o ao�„xa ao�m ma �x� 0 - U-i J LI- N < 0 L) C) 4-1 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 PrincipallOwner: (Please use a separate form for each principal/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: Dater Print Name: Nicholas ojo 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: (Please 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: f >'' Date: e g Print Name: Jeff urns 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): Affiliated Development (Developer: BB QOZ, LLC) Current Business Address: 613 NW 3rd Ave, Suite 104 Fort Lauderdale, FL 33311 Federal Tax ID# 82-3300420 X86-1545855) State of Incorporation: Florida Phone #: 954-953-6733 Fax#;,-' N/A r Authorized Signature: _ Date: , Print Name: JeffrefR. B - Title: 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 infOff ation in your possession regarding the business identified as "Proposer" below. , r� By: Print N j Jeffrey R. Burns STATE OF FLORIDA COUNTY OF a THE OREGOING INSTRUMENT was cknowledged before me this day of 20 , by—_ � � .. who is personally known to me or who has respectiv y produced as identification and did not take an oath. __ r Notary Public: ` Print Name: +__� _t . (Se Commission No: MICHELLE A RICE Y pPY P My Commission Expires: �istate of Florida-Notary Public ' '= Commission # GG 159518 ' PO MY Commission Expires FOf F��Q' 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 ation in your possess regarding the business identified as "Proposer" below. By: Print Name: Nic as Rojo STATE OF FLORIDA COUNTY OF THEFOREGOING INSTRUMENT was acknowledged before me this day of 20 , by Y who is personally known to me or who has respectively procfdced as identification and did not take an oath. Notary Public: Print Name: '_ f . _ , F MICHELLE A RICE Commission No: (Seal) si $. State of Florida-Notary Public Commission # GG 159518 My Commission Expires: r gas My Commission Expires November 13, 2021 Page 25 of 30 0 - U-i < O Ll- > < ILI _ ... ,. 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, t Nicholas R 'o Manager,BB QOZ, LLC 0 - L U 4-j W LL < Lj- > E < W) 4-j m I 4-j U) FL dh m 1111 :\:-\= - ` LIAT - D E V E L O 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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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 41 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 Other c /�eSA City of Boynton Beirc Planning& Development Dept. Staff Name/Signature: r Date: /0 Page 23 of 30 0 - U-i < Ll- > U) -1--j a)C: E cr 0 C� dh JH i � a ................... LL � E a v I r , s � IL � 4 IN a� 3 z to ql f' u L. i ar � K i I t y it 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 X❑ 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 Authorized. ai nate= e 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. 2XD 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 Signa re„,,- 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. 3X❑ Yes ❑ No Date 10/04/2021 No. 4❑ Yes ❑ No Date No. 5❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall Q 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 Auth irize, i ature Jeffrey Burns Print Name Manager Title Date Page 27 of 30 ATTACHMENT"J" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM 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: '' Date ! ` ` x '2,1 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: Auto riz presentative of Proposer Date: g STATE OF on COUNTY OF Y-OVJL4 SWORN TO and sub cr'bed before me this day of 20 by Such person (Notary Public must check applicable box): is pe sonally 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�YNGe% MICHELLE A RICE ,,State of Florida-Notary Public Commission # GG 159518 My Commission Expires November 13, 2021 Page 29 of 30 0 - U-i < Ll- > C: a) E 0') 0 0 C: _Ile FL dh m bw-- 11 LL 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 Print Namend Title Auth ri, ig ture og Date Page 30 of 30