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Agenda 09-13-22 d BEACK�,,,,,,CRA OWN= U N FTY REDEVELOPMENT E Community Redevelopment Agency Board Meeting Tuesday, September 13, 2022 -6:00 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 6. Legal 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 8. Announcements and Awards A. 2022 Florida Festivals & Events Association SUNsational Awards 9. 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. 10. CRAAdvisory Board A. Pending Assignments 1. Review and Discuss the CRA Funded Current and New Business Promotions and Marketing Events including Strategies to Promote the Marina 11. Consent Agenda A. CRA Financial Report Period Ending August 31, 2022 B. Approval of CRA Board Meeting Minutes-August 9, 2022 12. Pulled Consent Agenda Items 13. Old Business A. Discussion and Consideration of PBSO and the Fuel Discount for the (TABLED Boynton Harbor Marina 08/09/2022) B. Discussion and Consideration of a Draft RFP/RFQ for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard C. Semi-Annual Progress Report for the Purchase and Development Agreement with Wells Landing Apartments, LLC d/b/a Heart of Boynton Village Apartments D. Semi-Annual Progress Report for the Development Agreement with Wells Landing Apartments, LLC d/b/a Heart of Boynton Shops E. Update Regarding a Purchase and Development Agreement with Pulte Home Company, LLC for the Cottage District Infill Housing Redevelopment Project F. Consideration of Approval of Boynton Village, LLC a/k/a The Preserve's Performance Audit for Year Ending December 31, 2021 for Compliance with the Direct Incentive Funding Agreement G. Consideration of Approval for the Lease Extension to Florida Technical Consultants, LLC H. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2022 Annual Conference on October 12-14 in Daytona Beach I. Consideration and Approval of a Purchase and Sale Agreement with Boca Raton Regional Hospital, Inc. for a Vacant Lot located on NW 2nd Street J. CRA Board Discussion and Consideration of Executive Director's Annual (TABLED Performance Review for FY 2022-2023 08/09/2022) K. Consideration and Discussion of Fiscal Year 2022-2023 Project Fund Budget L. Consideration of Resolution No. R22-02 Adopting the CRA Budget for Fiscal Year 2022-2023 14. New Business A. Discussion and Consideration of Additional Funding for the Commercial Spaces within the MLK Jr. Boulevard Mixed Use Development (n.k.a. Wells Landing Apartments, LLC d/b/a Heart of Boynton Shops) B. Discussion and Consideration of the Purchase of 321 E. Martin Luther King, Jr. Blvd. C. Discussion and Consideration of a Lease Extension Request for Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates located at 511 E. Ocean Avenue D. Discussion and Consideration of a Tax Deed Sale for the Property Located at 430 NW 6th Avenue E. Discussion and Consideration of an Alternative Meeting Date for the October CRA Board Meeting 15. CRA Projects in Progress A. CRA Economic& Business Development Grant Program FY 2021-2022 Year End Report B. Social Media & Print Marketing Update C. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) Update 16. Future Agenda Items A. Consideration of an Amended Interlocal Agreement between the Boynton Beach CRA and the City of Boynton Beach to Fund the Boynton Beach Boulevard Complete Street Project B. Discussion and Consideration of a Subordination Agreement between the CRA, Palm Beach County and Centennial Management Corp./Wells Landing Apartments, LLC for the MLK Jr. Boulevard Corridor Mixed Use Project C. Assignment to Community Redevelopment Advisory Board regarding Presentation of Parks Master Plan D. Status Update on Request by the City of Boynton Beach for a Temporary Suspension of the Neighborhood Officer Program (NOP) 17. 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. a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.A. SUBJECT: 2022 Florida Festivals & Events Association SUNsational Awards SUMMARY: The Florida Festivals & Events Association (FFEA) recently announced the winners of its annual SUNsational Awards on August 24, 2022, during their 28th Annual Convention and Tradeshow. The program recognizes members' innovation, individuality, and creative collaboration. Nominations were accepted in eight categories: Printed Materials, Outdoor Advertising, PR/Media Campaign, Photo, Promotional Item/T-shirt, Multimedia Marketing, Adapted/Virtual Event and Programming. Each category included three budget levels: • $49,999 and under • $50,000 -$249,999 • $250,000 and over A total of 500 entries were submitted for consideration from FFEA members located throughout the state. Staff is thrilled to share that the BBCRA received the following accolades: 1st Place • Summer Event Series - Event Recap/Annual Report (Attachment I) • Boynton Beach Haunted Pirate Fest& Mermaid Splash - Street Banners (Attachment I I) • Boynton Beach Haunted Pirate Fest& Mermaid Splash - Promotional Item (Attachment I I I) 2nd Place • Rock the Block- Community Engagement Response to Pandemic (Attachment IV) 3rd Place • Boynton Beach Haunted Pirate Fest& Mermaid Splash - Photo (Attachment V) • Boynton Beach Haunted Pirate Fest & Mermaid Splash - Program/Event Guide/Brochure (Attachment V I) FISCAL IMPACT: FY 2019-2020 Budget, General Fund, Line Item 01-51010-216, $310.00 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (pages 128 — 131) CRA BOARD OPTIONS: No action required unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I -Summer Event Series - Event Recap/Annual Report D Attachment II - Boynton Beach Haunted Pirate Fest& Mermaid Splash -Street Banners D Attachment III - Boynton Beach Haunted Pirate Fest& Mermaid Splash - Promotional Item D Attachment IV - Rock the Block -Community Engagement Response to Pandemic D Attachment V - Boynton Beach Haunted Pirate Fest& Mermaid Splash - Photo D Attachment VI - Boynton Beach Haunted Pirate Fest& Mermaid Splash - Program/Event Guide/Brochure - r th1� ` t t ti � rtr c t i t4> Stuff£�Y I �3f��k ��s�tt�t t. la hk �; � Fa+,. {tit' „r ,, ,'sS. - t 1 t ••'� '��Utr' ttll ttt t SLr» L"l+>4( i c n, s } t t t S i 4 t It f 1 X11 A i 2 tS r� r �t 1 r i ++ ,is ,,a>at, +,�,ri ,,.r,�:,asr�£ht „�a,�y-+,.,•+, i4F�+. ,a+J;,+.+;,+++a, +,+ .. ,i,,,u+ �z;i +„'y ,+=o-�t+. ,,.t•,•,s:i:e,5•+ n � •,at ,t„r, lit ,,,tv,+, n I ttt t 9ll f ati�y�i�l£15 t8€i toll u�� +t�a£ �� B REDEVELOPMENT BOYOMNI, NTO Il�c �� , E �� i �i;�th �� IMPI'$�-! "' (`+, �N) ,'r-_v"r.. S{r�t f f(G=i ar dJfV�I nf� m FPSt�� 4}«i � fr�t�(1idit5 ,f{3rrSx,, 5�t� zl�lti� 1t _ f it t ti s'4 f ,<I as i sr:ri rs s�;is s,va rrrr f y 1 t s ,,,,.{ 3__s\ }, tir__,3 (i. ,,.... a f t 7 r� Jr f._ __� __� � � _.�-. � S `•t z 7 }, fy e,a f t p =S r � r r s t v� 1 ` s _ c� � r r s ` +fir I l y A"'ter} r s �k e r r� f� r 1 ate, INTRODUCTION PAGES '; �` �`r Message from the Chair 1 How the BBCRA Works 2 Financial Summary 2020-2021 & Project Fund Allocation 3-4 BBCRA DIST12ICT PROJECTS & PROGRAMS Economic Development Grants 5-6 Small Business Openings 7 ECONOMIC DEVELOPMENT RESTART Boynton Beach Bucks 8 Bon Appetit Boynton Beach 9 MARKETING & BUSINESS PROMOTIONS Marina Marketing 10 Social Media Outreach Program 10 BUSINESS PROMOTIONS & EVENTS Rock the Plaza 11 Rock the Marina & Lionfish Derby 11 Rock the Block 12 BBCRA AREA r - BBCRAArea Map 13 DOWNTOWN DISTRICT 115 N. Federal Highway 14 Boynton Harbor Marina 15-16 CULTURAL DIST12ICT Boynton Beach Night Market 17 n 211 E. Ocean Avenue 17 BOYN'TON BEACH BOULEVARD DISTRICT E 401-411 E. Boynton Beach Boulevard 18 East Boynton Beach Boulevard Beautification 18 0FEDERAL HIGHWAY DISTRICT 1102-1110 N. Federal Highway 19 Historic Woman's Club of Boynton Beach 19 HEART OF BOYNTON DISTRICT Martin Luther King Jr. Blvd. Corridor Redevelopment 20 Sara Sims Park Amphitheater 20 Cottage District Infill Housing Redevelopment 21 Workforce &Affordable Housing Projects 21 ADDITIONAL INFORMATION Solid Waste Authority Grant 22 Neighborhood Officer Program 22 Professional Awards 23-24 BBCRA Staff 24 11, BOYIN i REDEVELOPMENT ,, BE CH al WORKS COMMUNITY REDEVELOPMENT AGENCY The Boynton Beach Redevelopment Agency("BBCRA") had an exciting Fiscal Year 2020-2021; as our economy emerged from the COVID-19 pandemic. Throughout the year, the BBCRA dedicated resources towards our community and businesses with the ultimate goal of making the BBCRA area an inclusive place to live, work, and play. The Economic Development Grant Programs continue to spur development and redevelopment Steven B. Grant by creating and activating commercial spaces. Businesses receive grants after obtaining their BOARD CHAIR certificate of occupancy to develop new retail, restaurant, industrial, and professional office space within the BBCRA area. In July 2021, the BBCRA held the first Boynton Beach Night Market utilizing Centennial Park&Amphitheater. This connected the local business community, residents and visitors in a fun, casual, and family-friendly outdoor atmosphere. After over a decade of being vacant, the former Boynton Terrace Apartments are now fully redeveloped with the completion of the 123 unit Ocean Breeze East Apartments by Centennial Management Corp. (CMC) in December 2020. The affordable multi-family project was recognized by the Florida Redevelopment Association as the 2021 Outstanding Housing Project. Woodrow Hay Affordable housing continues to be a priority for the Agency, with a second partnership with VICE CHAIR CMC. The Heart of Boynton Village Apartments will result in the construction of 124 affordable multi-family rental units with 8,250 square feet of leasable community serving commercial space including a new headquarters for the BBCRA's Neighborhood Officer Program. CMC received subsidy from the Florida Housing Finance Corporation's 9% Low Income Housing Tax Credit Funding Program. In addition, the BBCRA approved approximately $4 Million in funding in September 2021 to assist with the project's shortfall due to the increased construction costs as a result of the pandemic. The MLK Jr. Boulevard Corridor project is expected to be completed early 2023. Lastly, we celebrated the completion of nine of the ten single-family homes within Model Block project, located along NW 11th Avenue west of Seacrest Boulevard, as a result of our partnership with the City, the Boynton Beach Faith Based Community Development Ty Penserga Corporation, and Habitat for Humanity of South Palm Beach County. BOARD MEMBER As we enter Fiscal Year 2021-2022,the BBCRAwill continue our infrastructure and beautification �WM,�>�'`` of one of the City's primary commercial corridors, Boynton Beach Boulevard. East of Federal Highway, the Boynton Beach Boulevard Extension is anticipated to be in the bidding process with expanded parking, enhanced native landscaping, and pedestrian nature trails. Meanwhile, C the partnership with the City and Florida Department of Transportation for the design of Boynton Beach Boulevard Complete Street project is underway in 2021 with wider sidewalks. Furthermore, the BBCRA issued a Request for Proposals and Developer Qualifications for the Christina Romelus BBCRA-owned parcels located at 115 N. Federal Highway in July 2021 and entered negotiations BOARD MEMBER with 500 Ocean Properties, LLC for purchasing 511, 515, and 529 East Ocean Avenue. The BBCRA Board selected top ranked developer Affiliated Development, LLC to negotiate a Purchase and Development Agreement to include affordable housing, environmental design, 150 additional public parking spaces, and commercial space. To end the fiscal year, the BBCRA won the International Economic Development Council's Silver Award for Business Retention and Expansion Initiatives with the Small Business Disaster Relief Forgivable Loan Program. The program expended $1,289,000 million in loans, grants 4�,1 s and marketing; with 101 businesses receiving forgivable loans, 42 businesses receiving grants Justin Katz for rent reimbursement, and the "Like a Local" marketing and promotional support campaign. BOARD MEMBER CRA ADVISORY In reviewing this Annual Report, the BBCRA intends to serve our community by positioning BOARD MEMBERS Downtown Boynton Beach as a prime location for businesses and residents alike, solidifying Chair our economic resiliency and sense of unity. Golene Gordon Vice Chair Angela Cruz Board Members Joe Josemond BOYN TON P%A Sharon Grcevic ��rr�i�`git��"��15 AC Yvonne Skovron Steven B. Grant S„ 1+`��i�me H C Aimee Kelley Board Chair, Boynton Beach Community Redevelopment Agency Naomi Cobb Mayor, City of Boynton Beach COMMUNITY REDEVEMPMENT A NCY 1 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 eb lift Dill Local governments C[82t8d Community Redevelopment Agencies KCRA) to revitalize areas that have been neglected or forgotten, resulting in declining property values, commercial vacancies, lack of quality affordable housing and decaying infrastructure. CRAs breathe new life into communities through projects such as roadway and utility improvements, historic preservation, business development and property improvement grants, and neighborhood parks and amenities. CRAs are financed through tax increment funding from the counties and/ or cities and uses existing property tax revenue from increases in property tax values within a designated area. Property tax value increases that are the result of effective redevelopment and financial reinvestment are used to leverage public funds with private funds to stimulate redevelopment activity in the targeted area without raising property taxes. The Boynton Beach CRA Cthe Community Redevelopment Plan within the uuCR* boundaries. The uuCR* Plan includes the overall goals for redevelopment,aewell aeidentifying the potential projects andpro0rame plannedforthearea.Theredeve|opment plan is a living document that can be updated to meet the changing needs within the six CRA districts. CRAs work for Florida's communities.When a CRAuses the tools provided under the existing statutory regulations to reinvest and guide revita|izadon, itprovides the building blocks and incentives toengage stakeholders in the redevelopment process. The end result is a more vibrant. |ivab|e, and economically sustainable community for all of its residents. NIM ME 1:111 i The BBCRA is a quasi-governmental, Special District operating under Title XI, Chapter 163, Part II I of the Florida Statutes. The agency's annual financial operations run on a fiscal year calendar beginning on October 1st and ending on September 30th of each year. The BBCRA is funded through tax increment revenues. Properties located within the boundaries of the BBCRA do not pay any additional property taxes; rather, a portion of the annual City and County property taxes collected are transferred to the BBCRA. The greater the increase in taxable property values over the CRA's base year (1982), the larger the incremental increase in revenues received by the BBCRA. Other sources of funding for redevelopment activities include the issuance of taxable and nontaxable bonds, marina revenue, and grants. The BBCRA's annual budget is comprised of three accounting funds: 1) The General Fund, which contains the administrative, general operation, insurances, property maintenance, and marina related items; 2) the Project Fund, which contains all of the capital projects, development projects, property acquisitions, local business grant programs, business promotional events, tax increment funding incentive agreements, and the Neighborhood Officer Program; and 3) the Debt Service Fund, which contains the BBCRA's financial debt obligations and encumbrances such as bond repayments. The BBCRA's tax increment revenues for the fiscal year 2020-2021 budget increased by 7.14% or$995,268 resulting in approximately $14.93 million. This resulted primarily from a 5.9% increase in property values from residential multi-family, condominiums, and commercial properties within the BBCRA area. For the thirteenth year in a row, the BBCRA received a clean audit for the financial operations of the agency for fiscal year 2020-2021. Through prioritizing expenditures and long-range financial planning, the BBCRA area continues to see positive economic growth which allows the Agency to continue reinvesting in capital projects to enhance the overall BBCRA area. REvENUESt 0 f } { f \ t , t , ,3 f # , tt „��rt � f� 2 t1 t 3 _ REVENUES Tax Increment Revenue r f ffill N "K�;r ExPENDITURES Interest Income &Grant Revenue Other Revenue k k ' EXPENDITURES k k } k Capital Outlay& Redevelopment Projects General Government ® _ ® Debt Service -Annual Boynton Harbor Marina The BBCRA's financial statements may be obtained on our website at BoyntonBeachCRA.com, or contact Vicki Hill, BBCRA Finance Director, at HiIIV@bbfl.us or 561.600.9092 3 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 s BB Boulevard Streetscape Improvement Project $ 868,580 Business Development & Promotional Events $ 207,831 t �. Contingency $ 211,081 I�# `) Cottage District Infill Workforce Housing Project $ 385,825 Development Project Related Legal Services $ 125,000 Economic Development Grants $ 767,905 #� Historic Woman's Club of BB Improvements $ 238,525 l Marketing & Business Assistance $ 73,726 a MLK Jr. Blvd Corridor Redevelopment $ 1,217,881 MLK Jr. Blvd Corridor Redevelopment Local Match $ 625,750 I�# Neighborhood Officer Program g g $ 529,000 G PBC Housing Authority Cherry Hill Auction $ 500,000 Professional Development Services $ 117,100 Property Acquisition $ 2,389,136 Sara Sims Amphitheater $ 50,000 Site Work& Demolition $ 105,738 Streetscape Lighting Improvements $ 445,561 Sustainability Tree Canopy $ 60,650 Tax Increment Revenue Funding Agreements $ 1,081,100 Town Square Project Funding $ 3,700,000 t# I Total $ 13,700,389 ASSESSED R PER AN TES & T ]INCREMENT REvENUE ........ 1 1 1 tf f �t s t } # } t ) f f J �ff Jfff, � r��ffffffffff ##{( f� - _ f \fffffff, ? f� ffffffffffffff � f fff_\ � �1 . fffffffffff/ �.. fffffffffffffffff J �. ffffffff_ � f_ -::� � � j -'S fffffffffffff f :C. --:5 fffffffffffffffffff/ :C 5 fffffffffff_f :C � 5 fff .....'t7.> t}�f_.- S_f �. 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These grants, which act as 50% matching, reimbursable grants, continue to further the BBCRA's mission to activate vacant commercial space, create jobs, and develop a vibrant downtown. rwi,,.,,, is,+,, ,�,a, ez 1„a , ,t,,u,.is ,a,,, n„ny,,,a ,er..•., ,.v i,<,s,,,k „ a,n,a.rn,i. >, o.r>-n.ir, ,.,u„. ✓e„ n ,u-ci, a ,,.s . ,, , ,i ,n.v s,,. ,,s=,iainsvi,.,x OFFICE SPECIALTY RESTAURANT I FACADE SPECIALTY FOOD AND RETAIL BUSINESS IMPROVEMENT Tropical Smoothie Cafe H. Longo Insurance Studio Glo Salon&Spa 409 EA LLC Bud's Chicken&Seafood Associates Art-Sea Living Patterson Plaza, LLC Le Petit Pain AIMS Marketing System ManCave for Men Inlet Inn Motel Boardwalk Italian Ice& Premier Medical Center of Shade Tree Music Studio CK's Lockshop&Security Creamery Boynton Beach Soleil Early Learning Center Aurora's Mexican Kitchen S.Solloway Acupuncture, Academy Raj Properties, LLC Nicholson Muir Meats PA. Custom Truss Loufranco Management Apex Physical Therapy Corp Appliance King of America AMS Acquisitions, LLC FOR MORE INFORMATION ON THE BBCRA � I 1 Il III ( II IL ® II ECONOMIC Visit our website at Boynton BeachCRA.com or contact Bonnie Nicklien, Grants & Project Manager at NicklienB@bbfl.us or 561.600.9090 5 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 ECONOmiic DEVELOPMENT GRANTRECIPIENTS PATTERSON PLAZA, LLC 1.815 S. FEDERAL HIGHWAY aEt After Before SOLEIL EARLY TROPICAL SMOOTHIE CAFE LEARNING ACADEMY 512 E. WOOLBRIGHT ROAD 202 W. BOYNTON BEACH BOULEVARD 561--877-8495 I® T I W le IIS' IN I , 77 "A After After Before Before ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 6 SMALL BUS]INESS OPENIINGS .......... Tree Music Studio;; tr t sr AN" 500 Oce ..................................... an Cafe f1 ............ 7 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 - 561.737-3256 The Boynton Beach Bucks initiative is an effort created by the BBCRA to actively support small businesses located within the BBCRA area.Through the Boynton Beach Bucks program, community members who patronize participating businesses are eligible to receive special offers and incentives, such as buy-one get-one deals, a percentage off a purchase, or a free item with purchase. BBCRA staff assists local businesses in creating a personalized campaign to assist in reaching their promotional goals. The BBCRA, in partnership with each business, advertises the Boynton Beach Bucks deal to the local community through digital marketing efforts or at business promotional events. Once a campaign is complete, the BBCRA reimburses the business for the total cost of the deals, based on the record of sales.As a result, the local business is able to attract new customers without incurring a loss of revenue. Boynton Beach Bucks promotions are run as campaigns on the BBCRA social media platforms, with many requiring individuals to shop, dine, or play in-person to take advantage of the special offers. The promotions also run concurrent with existing BBCRA Business Promotional Events to further incentivize patrons to attend and support local businesses. Be sure to like and follow @BoyntonBeachCRA on Facebook to learn more about this exciting new program! ... .............................................. t, BoyntonBeach 9 9 f,W u � 4 ilJt"a..... 77 YiS�ist � SCAN QR CODE FOR �! OCO OFF $10.99 LUNCH C CV t1 Vatid February ,2021- February ,2021 '4i�St�� fi 44, v t i OYNTONBEACH RA ,J 9 E r A W v ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 8 BONAPPETITBOYNTONBEAcia In FY 2020/2021, the BBCRA introduced Bon Appetit Boynton Beach with the intent to publish a series of professional videos showcasing six chefs or mixologists, affiliated with restaurants located within the BBCRA area, preparing a specialty item from their respective menu. Since this campaign was launched in the midst of the COVID-19 Pandemic, viewers were encouraged to either prepare the meal for themselves at home or order the prepared menu item directly from the restaurant via available dine in or take out options. In addition to the preparation of the menu item, each video provided a brief overview of the restaurant, including the type of food served, location, and business hours. This campaign served as a business promotion that provided increased exposure for restaurants that were interested in participating in the digital marketing campaign. Additionally, it encouraged residents to >` support local restaurants that were facing pp 9 financial hardship due to the ongoing pandemic and change in social norms 6aoN APPETIT Boynton Beach ! Featuring �r t t\ t r ,i} u,.. , z, r � s a� 9 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 561.737.3256 MARINA MARKETING I'd The BBCRA funded marina marketing works as a catalyst for long-term economic ° growth by supporting the marina tenants and surrounding businesses and attracting new visitors and businesses to Downtown` Boynton Beach.Throughout the year, multiple Illi advertisements were published to promote the marina's recreational activities, waterfront �� dining, ship store, and fuel availability. The summer marketing campaign focused on a, - highlighting the Boynton Harbor Marina as ' a premier diving destination to observe the �5 °° `V p 9 li, ii annual Goliath Grouper Aggregation. This a �` environmental phenomenon culminates off the shores of Boynton Beach, making it Y g a unique destination for avid divers. Ads were published in the Coastal Angler, Marinalife, �- Florida Sport Fishing, Waterway Guide, and Coastal Star publications, as well as on �1 Facebook and Instagram. SOCIAL MEDIA OUTREACH PROGRAM The BBCRA recognizes that in order to compete with big business,small businesses need an online presence. The Social Media Outreach Program (SMOP) was developed to help small businesses develop their online brand and market themselves through social media - and the best part, it's free to participate! Through one-on-one assistance, the BBCRA shows small businesses how to use social media as a marketing tool, assists in the creation of engaging content, and helps businesses attract new customers. This program is designed to assist with marketing tips and tricks to help improve efficiency, enhance branding efforts, and streamline small business marketing. The result is to support the growth of our small businesses in Boynton Beach! For more information, please contact Renee Rosario, at RosarioR@bbfl.us or 561.327.6154. F S �htr 'ts V'' r � ) � sUh i t ` ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 10 • RoCK THE PLAZA The Rock the Plaza events returned to spotlight two plazas located within the BBCRA area — One Boynton and Ocean Plaza. The events featured live music, �� family-friendly activities, and provided a spotlight to the ' � businesses located within thelazas. Event attendees p � { were encouraged to enjoy the festivities, stroll the plaza, and dine at local eateries and restaurants. The long term �I,� ;. goal is to introduce the residents and new customers to the goods and services available within the plazas so that they may return to patronize the businesses after '` ` the events. Participating businesses included: Baciami, Sweetwater, Common Grounds Brew & Roastery, Tokio Ramen, Soulvaki Fast, Fran's Sew & Sew, By Cycle, Fly and Flow Fitness, Bailey's Blendz, JMM Services, Cafe � Frankie's, Scheurer's Chocolate, Palm Beach Shooting Organization, Angel's Secret, Alchemy Eco Salon, Lighthouse Vapes, Organic Kitchen & Mercantile, Sushi ' Jo, Boynton Beach Florist, Jackie's Grooming Spa & s Hotel, Penn Nails, and Link's Custom Jewelry. Many of the participating businesses were able to take advantage of the Boynton Beach Bucks program, which provided s an additional way to leverage interaction and sales from individuals who visited the plazas for the event. � n ane ort to activate the Boynton Harbor Marina i� and to bring exposure to the dive charters and restaurants located at the Marina , the BBCRA �; hosted the Rock the Marina & Lionfish Derby I event on Saturday, June 26, 2021. The twenty- eight divers that participated in the Lionfish Derby successfully eradicated 145 lionfish from the local waterways. For the event, the BBCRA partnered with seven local businesses: Boynton Beach Dive Center, Splashdown Divers, Starfish Water Sports, Driftwood,Organic Kitchen and Mercantile(OK&M), THANK The Boardwalk Italian Ice & Creamery, and Marina t 7 F9It HEI.PINGU56i t 1� t f � 1 "PiACafe. To provide additional exposure for local restaurants the event featured a lionfish cleaning �� S and preparation presentation from Driftwood and �tERatoR�f a lionfish cooking demonstration from Organic Kitchen and Mercantile (OK&M). The BBCRA also partnered with local not-for-profit organizations to educate the divers on how to safely spear and collect lionfish, as well as, provide educational sessions to the general public about various marine and environmental initiatives that are taking place within the county. 11 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 ME Mh ROCK ��- ��"�� r�� After 10-month hiatus due tothe CC}V|D-19 pandemic, the BBCRAkicked-off its summer event series on Saturday. June 12. 2021. with Rock the Block. This multi-block event provided a much-needed infusion of activity and social engagement to the BBCRA`o Downtown District. The multi-block event featured live music from the band The F|yene, food from downtown reotautanto, kids' aotivideo, and exhibits from local Boynton Beach businesses. Event attendees were encouraged to enjoy the festivities, otro|| the avenue, shop with nnerohanto, and dine at restaurants. Participating businesses ino|uded: Artoea Living. Boardwalk Italian Ice 8^ Creamery, Or. Arohaoki. O.O.G. PA., E&C Beauty Salon Experienoe, East Ocean Caf6, Guaoa Go, Pio Pio, Property Damage Coneu|tante, The Butcher & The Bar, The Sol C>aeie. and Your CBO Store. As part of the ongoing reactivation efforts to support local businesses, a special Boynton Beach Bucks offer was promoted to incentivize attendees to dine at restaurants located on E. Ocean Avenue during the event. In total, 158 Boynton Beach Bucks vouchers were redeemed during the event. iz Ai AIqIqDAL REPORT IS AVAILABLE OIqLlIqB AT WWW.BOYIq7OIqBBACBCRA.CO|N 12 �, V, n,,,,i,,I � ,�., � , � , Miner �' ra �n I{ �p cu NE 15MLegen ° CRA Boundary m 1, Boynton Canal cu 'l l� AI IJ ,r k 6 a �, (r, CRA Districts + � nRidge ,� Federal Highway Boynton Beach Boulevard an Avg 3 Cultural gwistc' 3 z s Downtown _ 5" Heart of Boynton _ 6 Industrial Craft n Mod o b �S4 briny 13r ze El hj pull`Stream ac re sal r u NaIkgraI ran �! p r � N 4p, 13 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 561.737.3256 115 NoRTH FEDERAL HiGiawAy The BBCRA issued a Request for Proposals and Developer y - d ' a .C➢ 10 111 t� Qualifications (RFP/RFQ) for the redevelopment of CRA-owned parcels located at 115 N. Federal Highway on July 23, 2021. Five Cla development proposals were received in response to the RFP/ RFQ. Respondents included Affiliated Development, LLC, Related ) 1 LL Urban Development Group, LLC, E2L Real Estate Solutions, u LLC, Hyperion Development Group, and U.S. Construction, Inc. Proposals were required to include the development team's past C history and experience with similar mixed-use projects, a workforce housing component that will be affordable to households with income of 80-140% of the City of Boynton Beach Area Median Ownedit Income, as well as conceptual site and architectural design for thet, , Property properties which includes 150 parking spaces open to the public in addition to the required parking for the development itself,enhanced yrs . . environmental features, and the developers' financial capability to a a fund and complete the project. In November 2021, The BBCRA Board selected Fort Lauderdale-based Affiliated Development, LLC � r: jt� � to enter into negotiations towards a Purchase and Development �� r ,rt Agreement for the site and the Related U rban Development Group, - I LLC as the second ranked developer. Negotiations are underway � with construction anticipated in Summer 2023. i,rn.,t tri,t,urt,i„tc,»i r,,ru,n,ur,,i+tvr,Hsi r armrrrt rrr,rri tt ustiti rn,It<tnt ar sta rsn, rr.i to„ rswit,.r,a., i,i vait. .na =tit i,,,t,,<„a,r,t ini,,>r-.v, th r.ri at,t r,n,ar, sir„t r>;r„t, ray s i g”,t} I r' {{ i_ r t S RAW 3 -rr :r I rvr � k r r d z rr r r r lr j ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 14 Since the purchase of the BBCRA's Boynton Harbor Marina in March 2006 and the completion of three major renovations in January 2017, the Marina has remained a viable destination in Boynton Beach. As the eastern anchor of downtown,with its prime location and quick access to the ocean, the Boynton Harbor Marina is a vibrant waterfront destination for Palm Beach County. The Marina offers a spectacular waterfront dining experience and family-fun activities, such as fishing and scuba diving charters, boat rentals, parasailing, drift fishing, and jet-ski rentals. Y } Y t i i' _ illl j}u ul ii �4}5 Y ilii C't MARiiNABUSINESSES 15 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 561.737.3256 — — _ ;.. — — _ h s �t s ,},;,• s sr s,JS�t i i 51 rii\Sl�t{iS{�`\f�{� +' ps sti Is ss't(iti? S51 BOYNTONHARBoR MARmARiscAL YEAR 2020-2021L The BBCRA owns and manages 18 marina slips to marine related commercial businesses such as: Dive charters, fishing charters,jet ski and boat rentals, parasailing, and a commercial cruise charter. The marina also features transient dockage for traveling boaters. •All slips were rented to tenants at $19 per linear vessel foot plus utilities •Annual slip income totaled $114,651 • Transient dockage totaled $24,547 The Boynton Harbor Marina Fuel Dock is a Certified ValvTect Marina carrying both "Non - Ethanol" Marine Gasoline & Marine Diesel with Bioguard Plus 6. • Annual fuel sales were $1,449,911 • 350,691.63 gallons of gasoline sold for a total of$1,259,117 • 67,339.32 gallons of diesel sold for a total of$190,794 To maintain marina operations, structures & grounds, the following costs were allocated during the budget year: MARINA MANAGEMENT PROPERTY MAINTENANCE & IMPROVEMENT • Staffing & Security- $221,759 • W-Fi Service for slip tenants and transient boaters- $1,800 •Annual Landscape Maintenance - $19,960 • Pressure clean, paint refresh - $6,150 • Landscape lighting - $26,162 d„ „t i14,,,,, MIK"?" ,ANN,it:%,i nV, 'ti'S;ft ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 16 On Saturday, July 31, 2021, hundreds of people visited the Cultural District for the BBCRA's first event at the newly constructed Centennial Park and Amphitheater. This family-friendly event was a hit and provided individuals with something that had been absent within the pandemic — a sense of community and social interaction. Soulful tunes filled the air as patrons danced to a live performance by The Valerie Tyson Band. The event also featured fun games, interactive activities, and roaming costumed characters. Most importantly, the event served as a unique way to activate the Cultural District and showcase merchants operating out of the BBCRA area. In total, thirty-three (33) vendors participated at the event, including the following 18 BBCRA area businesses: Studio Glo Salon & Spa, Local Services, LLC, Wave Max Laundry, The Duke of Normandy, 500 Ocean, 500 Ocean Cafe, Zoo Elite Gym, Your CBD Store, Dr. Paul Archacki, D.D.S., Tropical Smoothie Cafe, The Boardwalk Italian Ice & Creamery, Main Street Car Wash, Property Damage Consultants, Pio Pio, Guaca Go,Aurora's Mexican Kitchen, Troy's Bar-Be-Que, and That's Amore. 211 E., ocFAN AviENUE �i i J S 1 } r 4 1 i ' I' The property was originally purchased in 2007 with the intent of completely renovating the historic residential structure and adding a new �p addition for use as the BBCRA's new office E; i� building. After design plans were completed, the previous BBCRA Board decided not to move forward with the new office plans. Instead, they << turned their focus toward a more commercial or mixed-use redevelopment option. Tl � C In 2021, the BBCRA received several Letters ' t'" of Intent for the redevelopment of the site. In July 2021, the BBCRA Board selected a WW s — Letter of Intent from 211 E OCEAN, LLC and directed staff to begin negoiations to renovate and convert the property into a full-service i restaurant and bar. 17 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 401-411 EAsTBOYNTONBEAcH BOULEVARD The BBCRA acquired these three parcels located on E. Boynton Beach Boulevard to spur redevelopment opportunities within the Boynton Beach Boulevard District in accordance with the BBCRA Community Redevelopment Plan. The combined properties total approximately 0.38 of an acre and are currently zoned C-3 (Community Commercial) with a Local Retail Commercial (LCR) Future Land Use Classification. The BBCRA Community Plan identifies this area as a Mixed-use high land use designation for future redevelopment with a maximum density of 60-80 du/ac, a maximum height of 100 feet, and an additional 25% Workforce Housing Density Bonus through participation in the City's Workforce Housing Program.The BBCRA is exploring its use and activation until redevelopment occurs. a _ I! S tj r �� s)Y'r-..} r� }�t...., Y� •✓ �, '3�,'� �„i�� „�Yi(� ^(t i ..-\ �# i.�x 154 � 7;t r i}�.. F 1}f : ' `P 1, /r{r ,i i •,.,: h, t� ..y.s�ra� � i`;}" �f rd 3 L z" ; 'i FAS JI ,�7��'1f7+lfitswnitiw a79Ndw,t�,�'Xhe�',�vv '^;nmrm ?' u�t„ ,w+u�`Hw ,' '��r` u"r �rt�>fFntr� �tt tta„s„eau, ,n5,, T BOYNTONBEAcH BOULEvARDBEAUT111FICATION The beautification of the East Boynton Beach Boulevard (BBB) Corridor from US1 to 1-95 is necessary to physically transform the entrance to the City's commercial core to a more livable downtown. The improvements include a future artistic gateway feature, widened sidewalks, decorative lighting, landscaping, accommodations for bicycles and mass transit, and mid-block pedestrian crossing to support the community's vision for a more complete street at the most significant commercial corridor and the City's namesake. In September 2018, the BBCRA's and City's Transportation Planning Agency's (PBCTPA) Local Initiative (LI) Grant Program application for the BBB improvements was awarded$2,232,414 in funding for the project,implementing Smart Growth principles by incorporating traffic calming measures and accommodating various modes of transportation in the roadway design. The grant funds will pay for the basic roadway construction costs with the City and BBCRA paying for the streetscape enhancements above and beyond the basic elements such as but not limited to the decorative pavement and lighting. In April 2019, the BBCRA and City were also awarded $631,530, from the Federal Land Access Program (FLAP) for the design costs for the BBB improvements. FLAP funding supports connectivity and accessibility to federally funded lands,which in this case is the Intracoastal Waterway.The projectwill leverage multiple public funding sources resulting in improved connectivity and economic development _ of the Boynton Harbor Marina for a more sustainable Downtown Boynton Beach. a ;� Design work for the project began in 2021 ,�;,�� with TPA LI construction funding availability in late 2023. The BBCRA approved up to $250,000 in reimbursement to the City as a local match for the project's design cost and $590,580 in the FY 2020-2021 Budget to be used towards the project's construction costs. "t _ ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 18 1102-mo NORTH FEDERAL HiioawAy These adjoining properties are in a key location on the NE corner of E. Martin Luther King,Jr. Boulevard and North Federal Highway. For over a decade, the two properties housed two vacant buildings.There were two buildings located on the two properties which stood vacant for over a decade.The BBCRA purchased the northern 1110 N. Federal Highway property in March of 2017 and demolished the aged and decayed building to eliminate the blighted appearance at the eastern gateway to the MLK Jr. Boulevard corridor. The redevelopment potential of the individual lot is limited due to its size, therefore, consolidation of the two lots was necessary to support a more viable project. On November 4, 2020, the City obtained the southern 1102 N. Federal Highway property via a Settlement Agreement and transferred ownership to the BBCRA to facilitate redevelopment efforts. The increase in developable land area was the needed catalyst as the BBCRA received Letters of Intent for development proposals for the site in November 2020.The BBCRA Board selected the proposal from the Boynton Beach Office Condominium, LLC (BBOC) on December 8, 2020 and in January 2021 executed a Purchase and Development Agreement for a local radio station and a professional surveying and engineering office. Construction is estimated to be completed within 12 months of receiving City permit approval. i£1 j+t 1 +, lif ,t t, r} t+s ?t Y4 { 2 t r })t { 1y7,, 7,+S{ At, S+}11�fi�t\��r,+�i�S }��i� <r`+, l�itr„r,itis„ „r 11 If, i,LLrrrcS,r�,£,r rSar„ „r,,fi�iiri,r,i,iirl„+, I In September 2017, the BBCRA purchased the Historic Woman's Club of Boynton Beach (HWCBB) located at 1010 S. Federal Highway. The BBCRA maintained and made multiple improvements to the building to restore and re-activate its use as a unique events venue that is available to the public. In order to fully activate the facility for civic and cultural uses, the BBCRA needed to transfer the ownership to the City in order to remain in compliance with the BBCRA's statutory mandates. On March 10,2021,the building was transferred to the City. Prior to the transfer,the BBC RA completed the exterior and interior LED lighting improvements and accomodated rentals for three weddings and a celebration of life. } , + ,rs>,r++,nran,.;re.. +i r ,-,. ,{a= }S)+++\;F, rsi! .ri„ ,r + :,;. , +t+ t„ n r„r.r ,,,n„c.;•:n n+ , +NAM, + it r sr r h(,, „ IM `! F1� i A"O 3. t 1� � TS I lr + t 19 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 561.737.3256 a. �5 itkki\ kor 1 a' r, e -_ r ,,ei• 5 o t' - 'ttVA x... its, k, ,S E, MARTIN LUTHER KING JR, BOULEVARD CORRIDOR REDEVELOPMENT On June 18, 2018, the Boynton Beach CRA issued a Request for Proposals and Developer Qualifications for a development project utilizing the BBCRA owned properties along the E. Martin Luther King Jr. Boulevard corridor between N. Seacrest Boulevard and Federal Highway in the Heart of Boynton District.The BBCRA identified incentives such as land, direct or indirect funding, design or site plan assistance, infrastructure support and partnerships to private sector developer to make the desired redevelopment project more attractive and financially feasible. In September 2019, the BBCRA entered into a Purchase and Development Agreement with Centennial Management Corp. for the redevelopment project which consists of 124 affordable multi-family units as well as 8,250 square feet of leasable commercial space which will provide office space for the Neighborhood Officer Program (NOP). The project's developer received funding from the Florida Housing Finance Corporation's 9% Low Income Housing Tax Credit Funding Program. The BBCRA has budgeted approximately$1,924,363 in funding to assist with the completion of the project and leasing of the commercial space. The project is expected to be completed in 2023. SARA Sims PARK AMPHITHEATER In September 2018, the BBCRA Board approved funds G� for the renovation of Sara Sims Park and relocation of the East Ocean Avenue stage canopy through an ;u Interlocal Agreement with the City. The total cost of the park renovations was estimated at $1.4 million and the City provided the match funding needed to complete the project.The renovations were complete in November 2019, however, the community voiced their disapointment and dissatisfaction with the visibility and functional aspects of the performance pavilion portion of the project. On October 13, 2020, the BBCRA approved $150,000 to be allocated u�t towards additional improvements to the performance pavilion in response to the community's concerns. These included landscaping improvements, audio stage sound equipment, ADA accessibility, and electrical work. Construction of the improvements commenced in August V 1Y dk;,7na dna wsl V �1Vs � t'tatUlA` kG r w t ! r rt1 tbd { 2021 and were completed in December 2021. f( +t at,�,Vv'' ti Oxy � srlrbNx !ti� wd m� ifnr,.c.;t4 ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 20 CoTTAGEDISTRICT INFILLHOUSINGREDEVELOPMENT |O2021,the BECRAhad the opportunity to acquire two additional TA properties adjacent to the BBCRA-owned Cottage District Project site iOC[S@SiO0 the total project Site to @pp[OxiDl@tS|y 4.5 acres |OC2bed b8tv88O NE 4th and N.E. 5th Avenues and N. SS@C[SStBoulevard and NE1St Street. The Project SitS |iSS within the BBCRA`S Heart OfBoynton District boundaries and is identified in the BBCRA 2010 COnOnOuOib/ R8d8v8|OpnO8Ot Plan 2S2phOhb/ site for the construction Ofnew affordable O[ vvO[kfo[CS home ownership opportunities and has the added BBCRA Cottage District Infill Housing benefit Ofbeing |OC2bed in the P2|nO Beach COuOb/ Qualified Redevelopment Project Site Opportunity Zone. (approximately 4.5+/-acres) The BBCRA`Sgoal iSb} leverage this publicly owned real estate @SSEd to support the OvSn3U [8dSvS|OpDlSOt of the Heart Of Pit Boynton community and surrounding area,b}increase affordable home ownership opportunities for low and moderate iOCODlS households within 8O-14O96Ofthe City OfBoynton Beach Area Median |OQDnO8' and to provide quality public enhancements that improves the quality oflife for residents ofthe community. �� h�� ]� �� /�� CTS MODEL BLOCK The Model Block project is the result of flourishing partnership between the BBCRA, the City of Boynton Beach, the Boynton Beach Faith Based Community Development Corporation. and Habitat for Humanity of South Palm Beach County. The project consists ofUle revitalization of an entire residential block within the Poinciana Gardens neighborhood, between NVV11UlAvenue and NVV1OthAvenue. The projectbeganin2O12andwaodividedinb»tvophaoeoinonderb»oonoboct10newafondab|eoing|e-tsmi|yhomeo and connect NW 11thAvenue from Gaaorast Boulevard through to NW 1st Street. The Model Block project is now approaching completion. In FY 2020-2021, nine of the ten homes on NW 11thAvenuewere completed and sold.The remaining two homes are scheduled b»becompleted and sold in 2022. 21 l00 B. OCEAN A\/BIqDB` 4th F[.00El` BOYIq7OIq BEACH, F[. 33435 ° 561.737.3256 OlOctober 14' 2020' the BBCRAwas awarded $05'342 iOfunding from the Solid �S�S U�VV4\ EUi�h�8d@OdOiS�SSS8dPnD��d VVvClean - Upand Beautification Grant Program /BDPCBGP\. The BDPCBGPg[2nt 2Cd\idSS iOdUd8 $52'018 for the d8nOO|itiOO of two COnOnO8nci2| buildings located on main corridors within the BBCRAArea.The first building was part 10, Ofthe previously mentioned 1102-110 N. F8dSn8| Highway redevelopment project. The S8COOd building, |OC2t8d at 411 E. BOyOb}O Beach BOu|8v2Pd' was purchased inconjunction vvith401and407E. BoyntonBeaohBou|evand for future redevelopment. It would have been cost prohibitive to renovate the building for a temporary use, therefore SWA grant funds were used towards the demolition. The remaining funds, $12,742 were used for the installation of fencing for the BBCRAvacant 4.5 acres Cottage District |Ofi|| Housing Redevelopment Project. Du8b}th8Siz8OfUl8pn}p8rtvith2Sb88Oproneb} continual illegal dumping and the fencing has been asuccessful deterrent. The SWAScontinued support has contributed b}the BBCR/YSefforts iOthe 8|inOiO2dOO of blighted conditions within all BBCRAdisthCb; and has g[82Uy facilitate [8dSvS|OpDlSOt Of pnDDliOSOt sites. This is @ perfect Sx@Dlp|S Of leveraging public resources b}accomplish acommon goal. i HIM IN The Neighborhood Officer Pn}g[2nO (NOP) was C[82h3d in 2015 with the DliSSiOO to Cu|dv@tS high |SvS|S Of mutual trust, uOd8[St3OdiOg' and [8Sp8{t between pO|iC8 and the neighborhoods they patrol byintegrating police personnel into the fabric Ofour local community. One Ofthe things that makes this p[O0[@Dl so unique iSthat itemploys adaptive |S@dS[Ship principles tOaddress long-term community challenges. In FY 2020-2021, the NOP Unit was CODlp[iSSd of three full- time employees (two sworn and one unsworn)—Officer J ivanet u||-dnO88nOp|Oy88S /twOswO[O2OdOO8uOswO[O\—OffiC8[Jiv2O8t Rivera, Officer Te[[2OC8 P2[2nOO[8' and Public S2f8b/ Aide Emily Vasquez—and overseen bySergeant Henry Diehl. Over the years, the NOP Unit has gained the trust and respect of many individuals within the Heart of Boynton oonnnnunib/ Their dedication and genuine desire tohelp the community ieevident inall ofthe outreach thattheyoffer throughout the year.According to Sergeant Diehl, "The most rewarding accomplishment of the Neighborhood Officer Program is hearing and seeing the diff8F8OC8 OO the ground...being 2CkOOvv|8dg8d by the Heart Of Boynton Community Association for our dSdiC@dOO to the ...................IfIfIfIfIfIf fIfIf1I I I I I I I If,I I I I I IN IIflflfll community and everything iO-b8tw88O." Throughout 2021, the NOP Unit served the community in various ways, such as: Offered one-on-one tutoring in- person and via Zoom to local etudente, as well as mentoring to children at Galaxy Elementary and Poinciana Stem Elementary, assist with back-to-school initiatives and ongoing traffic calming and enforcement in designated school zoneo, and accompanied the BBCRA`o Business Development team for local business check-ins. With the ever- changing COVID-19 advisories, the NOP Unit continues their mission to build and foster relationships with the local vepohangingC[}V|D-19advioorieo. theN[}PUnitoondnueotheirnniooiontobui|dandfooterne|adonohipovviththe |ooa| business and residential community, through quarterly community meetings, which helps them gather input that can beused b» further engage community dialogue. EAUEVEL0 ,PM 202-1 OUI'SIANDING HOUSING AFFORDABLE MULTI-FAMILY RENTAL APARTMENTS The Florida Redevelopment Association (FRA) awards program recognizes the best in redevelopment in Florida. Within 13 juried categories, the Roy F. Kenzie Awards celebrate the most innovative and effective redevelopment programs in Florida. Winners demonstrate innovation and a positive impact on their communities and inspire other Florida communities. The FRA presents awards annually to projects that exhibit the best practices in Florida redevelopment over the past year. The FRA awards committee carefully selected the winners from 85 entries. The winners are highlighted in the 2021 Best Book along with the other entries received as a celebration of the quality work that has transformed Florida in 2021. In 2021, the BBCRAwas awarded the Outstanding Housing Project Award for the 123-unit Ocean Breeze East Affordable Multifamily Rental Apartments Project. The project rose above the other submissions not only for the quality design but also for the flexible financing options in the Purchase and Development Agreement and the collaboration between the BBCRA, City, and the developer, Centennial Management Corp, to deliver the much- needed units in record setting pace (12 months), in spite of the challenges of the COVID-19 Pandemic. This project, located at 700 N. Seacrest Boulevard, was purchased by the BBCRA in May 2007 after the multi-family housing on the property had been condemned due to hurricane damage. In 2016, the BBCRA rezoned the 4.32 acres to allow for a higher maximum density which initiated development interest. The $26 million dollar project consisted of 123 multi-family affordable rental units, three story structures with residential amenities, 2,300 square feet of "flex and community space," new sidewalks, street lighting, on-street parking spaces, a plaza- style open space, and enhanced landscaping. i ��, �� t �,�� «„ ASsociation 2021 Surisatiorial.Awards d rIv •'9 COMMUNITY Irl • • rIv • 1' PANDEMIC For over 20 years, the Florida Festivals and Events Association has been promoting and strengthening the festival, event and fair industry in Florida. The FFEA SUNsational Awards recognize members' innovation, individuality and creative collaboration from organizations throughout the state of Florida. The organization's Community Engagement Response to Pandemic Award honored the Bon Appetit Boynton Beach Social Media Campaign. 23 loo E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH, FL 33435 • 561.737.3256 |NTEKNAT|(]NA[ ECONOMIC DEVELOPMENT COUNCIL SILVER AWARD BUSINESS REI'ENI'ION & EXPANSION INII'IXI'IVES N� �� . �� DISASTER ��l� �� = J��=�=�� =��/��=== ��===� ��== =oAN International Economic Development Council recognizes the world's best economic development programs and partnenehipo, marketing maharia|o, and the year's most influential leaders. These awards honor organizations and individuals for their efforts in creating positive change in their communities. The Business Retention 8^ Expansion Award commends economic development initiatives that focus on retaining and growing existing businesses within communities and regions. Applicants demonstrate extensive cross-community collaboration and the ability toadapt through effective innovative programs and initiatives. The BBCRA`oSma|| Business Disaster Relief Forgivable Loan Program distributed $1 million in loans to 101 businesses within the BBCRA Area. Using these funds, the BBCRA provided eligible businesses aforgivab|e loan ofupto $1O.00O to offset costs associated with ud|ih/, payro||, orinventory expenses due tothe CC}V|D-19 Pandemic. The modest grant was a lifeline to our small businesses as navigation ofother federal or state programs' application process was overwhelming and some ofour small businesses did not qualify for the programs offered. The BBCRAa|oo approved a CC}V|D-19 Commercial Rent Reimbursement Relief Grant Program to current and/or previous Commercial Rent Reimbursement grant recipients from the past five years with an additional six months of 50% matching rent reimbursement assistance for the months of March-August 2020. This emergency rent reimbursement program assisted an additional 42 businesses with relief funding totaling $289.119. D lob ThUVShUt Executive Director Timothy Tack Assistant Director Vicki Hill Finance Director Ther8saUtt8rbaCk Development Services Manager BonnieNioh|ien Grants & Project Manager JobansJenkins Accounting & Finance Manager W1e[CedeBCOppin Business Promotions & Events Manager Renee Rosario Social Media &Communioations Specialist Vicki Curfman Administrative Assistant Amanda Meyer Business Promotions & Marketing Coordinator AIqIqDAL REPORT IS AVAILABLE OIqLlIqB AT WWW.BOYIq7OIqBBACBCRA.CO|N 24 \s+s tr sS4 s _- sryti sS r _ :J.1,`'r` ��s)(J 1 s ; s s r r 'c,'gi➢AW t�II}i5��t}}4�)4 ti 1))r� f - F��r Sl,{ S �.t� t�}"5�� ti - — i3��?��«~}1rt�t� i r t„s rt� s ttH > s r lar G r 4 � 7r rr 1 s s I i s d ssf r¢�” k mqq EA ` wJ i y,x , pm rs r n, i r �\ f ifs , 1t , ic[ p[a ,f r s � Ui (r "i� s� � ,sit t 2l,�1��rt.�� `t�33��{��(� !!U fs• ., t t tii sstFsS tt�rs t 1 �.�1"1' I�r,,� � ;, �"��' li i! �, <'4 /' M � �. �, � , , �� ,�� , �� i�� ,�. :�s h s �. ¢i "u .' r ,,.� 'fid �r, �A � it �, �. 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SUBJECT: Review and Discuss the CRA Funded Current and New Business Promotions and Marketing Events including Strategies to Promote the Marina SUMMARY: At the June 14, 2022 meeting, the CRA Board assigned the CRAB with the task of reviewing current CRA funded business promotional events and researching ideas of different event concepts and marketing strategies to determine if any revisions or alterations could be made to improve the existing efforts. The CRA Board specifically expressed interest in learning about current events that provide an economic impact for businesses, as well as, marine related events that would activate the Boynton Harbor Marina and Intracoastal waterways (see Attachment 1). Some important aspects to consider and documents to review during the research process include: • The Florida Statutes that pertain to the types of projects and expenditures that can be funded by the CRA: - F.S.163.370; Powers; counties and municipalities; community redevelopment agencies (see Attachment 11) - F.S.163.387; Redevelopment trust fund (see Paragraph 5(c) of Attachment 111) • The Business Promotional Events that were budgeted and held in FY 2021-2022 (Attachment IV): • Boynton Beach Haunted Pirate Fest& Mermaid Splash • Holiday Boat Parade • Boynton Beach Art Walk • Blarney Bash • Rock the Block • Rock the Plaza • Rock the Marina • Boynton Beach Night Market • The types of events and marketing initiatives that the CRA can fund: • Events and marketing initiatives that support BBCRA businesses with growth, retention, and expansion • Events and marketing initiatives that attract local residents and visitors to the BBCRA area • Events and marketing initiatives that highlight a particular geographical area (i.e. Rock the Plaza) or highlight a particular industry within the BBCRA Area (i.e. Art Walk or Rock the Marina) • Events and marketing initiatives that educate the public about projects and business within the BBCRA area (i.e. ribbon cuttings, ground breakings, and grand openings) • Additional aspects to consider when brainstorming ideas: • What is the intent or purpose for the proposed event? • Does the event further the goals and objectives of the C RA Redevelopment Plan? • Can an economic benefit be clearly identified and measured by providing the event? • Is there a direct benefit to the residents or businesses within the CRA area? • What types of events will support the local business community? • Are there specific locations or designated areas within the CRA area where the event must be held in order to qualify? • What is the cost-benefit associated with the event? • How can the cost be leveraged with other non-CRA funds (e.g. grants, sponsorships, etc.)? • What types of expenses qualify for reimbursement under the budget? For additional guidance regarding protocols, reference the Community Redevelopment Advisory Board Duties, which outlines specific steps that should be followed when completing the assignment (Attachment V). CRA staff recommends CRAB establish a timeline or target a completion date if the resulting recommendations require allocations of funds in future fiscal year budgets. Fiscal year budget planning begins in April of each year. At the August 9, 2022 CRA Board Meeting, the CRA Board gave the Advisory Board two months to complete their research and report back to the CRA Board at the November 9, 2022 meeting. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: On September 1, 2022, the CRAB discussed additional ways to market the Business Promotional Events, new eligible CRA funded events, associated costs, marina marketing, and ways to bring awareness to the CRA resources available through its website and increased outreach to the community. The CRAB will finalize its recommendations at the October 6, 2022 meeting, and will be prepared to present its report to the CRA Board at its November 9, 2022 Board meeting. CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I -June 14, 2022 C RA Board Meeting M inutes D Attachment II - Florida State Statute 163-370 D Attachment III - Florida State Statute 163-387 D Attachment IV - FY 21-22 Business Promotional Events Budget D Attachment V - May 10, 2016 Community Redevelopment Advisory Board Duties Memo Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 14, 2022 Attorney Rossmell explained that under the lease, the CRA owns and can control 150 public spaces, so if the CRA wanted to lease those spaces or mark them for a particular use, they could. Board Member Kelley queried how the public parking and the employee parking spaces would be marked and noted that the GRA does not enforce parking. She did not want the Board to cause complaints about parking. Mr. Bonilla responded that they will try to figure out enforcement and work with City to reserve the 20 spaces. Once the project is built, Affiliated will then reallocate the spaces to Two Georges in perpetuity. Board Member Hay further questioned that if leased out, how would they determine the cost per parking space, or if they will charge at all. Ms. Shutt replied that the Board can direct staff and Legal to develop a lease agreement. Chair Penserga requested that they approach Hyperion first to minimize impact and try to work out a deal with them because public parking spaces are very much needed by the community. C. Consideration of Changing the Start Time for the CRA Board Meetings Motion Board Member Hay moved to change the meeting time to 6 p.m, Board Member Kelley seconded the motion. The motion passed unanimously. Chair Penserga announced the meeting time was changed to 6 p.m. to be consistent with the City Commission meetings. D. Discussion and Consideration of Direction and Assignments for CRA Advisory Board Ms. Shutt presented the item and explained that they are approaching the budget hearings. She advised that in the past, the Board has given the CRA Advisory Board items to review and there are new Board Members eager and willing to serve. She asked if the Board wanted to provide parameters regarding new assignments and if the Board wants them to look at new assignments and/or make budget recommendations for the CRA Board to review. Chair Penserga stated that he supports the Advisory Board reviewing and providing advice on the budget and reviewing terms of any major development contracts when available. Vice Chair Cruz inquired if the Advisory Board would review LOI's and learned that can be done on a case-by-case basis as many of the LOl's vary. 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 14, 2022 Chair Penserga favored, if assigning something to the Advisory Board, that it be meaningful. Board Member Turkin mentioned the CRA should use the Marina more and focus on events on the Intracoastal. Ms. Shutt replied that they are reviewing those very issues with the Dockmaster. She expounded that it would be a broader research assignment to work with City staff on bigger events, but the CRA cannot fund those events and it would be better if they work with Parks and Recreation Department and the City Commission as well as CRA promotional events. Board Member Kelley thought that they have set things and activities and wondered if they could use the CRA Advisory Board to brainstorm for potential new events, advertising ideas and thinking of creative ways to market them. Chair Penserga offered that he liked both ideas, but noted it has to do with events the GRA can actually fund. He also suggested that the Advisory Board think about new and current events to help determine which current events are effective in driving economics. Board Member Hay mentioned that he liked brainstorming, but that he did not want an extra layer for perhaps an LOI as there would be an issue with exposure and he thought the Board should avoid that. After brief discussion, there was consensus the Advisory Board can review events and brainstorm. Ms. Shutt explained that in the past, the first forum for presentation would be the CRA Board and once the terms and conditions are memorialized in an agreement, the Board usually assigns it to the CRA Advisory Board to review. The Board can direct staff that future competitive LOI's go to the Board first and then the Board can decide the level of Advisory Board involvement. Chair Penserga opened Public Comment. Susan Oyer, 140 SE 27th Way, stated that she was fine with what the Board was doing with the CRA Advisory Board, but thought that the Board was taking power away from the Advisory Boards. She stated that the Board never does what the Planning and Development Board recommends because they had dinner with a developer or hung out with them or they donated to their campaign, and the Board always does what the developer wants, not what the public wants. She asked when the Board would have members of the public on the CRA Board, which was supposed to be a public board. She complained the City Commission does the same. She suggested the Board look at all the Boards and give them their power back. No one else coming forward, Public Comments was closed. 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 14, 2022 Ms. Shutt commented that there is a standard how the agendas are done with respect to the CRA Board and Advisory Board. The City Commission adopted a resolution how the matters will be handled. Chair Penserga responded that they can address this at the appropriate time. There was sufficient consensus for staff regarding this item. E. Discussion and Consideration of Letters of Intent for the CRA-awned Property located at 401-411 E. Boynton Beach Boulevard Tim Tack, Assistant Director, presented the item as contained on the meeting materials. He detailed that the CRA received a LOI from Millspring Property for the purchase of the 401-411 properties for$630K. He elaborated Stephen Miller, President, wants to use this as a commercial location for Strong Heart Foundation, whose mission is to raise awareness of undiagnosed high blood pressure and atrial fibrillation and another use, which is recycling bottles, which is coordinated with the Lord's Place Re-entry programs. Mr. Tack added that if approved, Mr. Miller would pursue acquisition of the property at 413 E. Boynton Beach Boulevard, which would complete their property assemblage. Mr. Tack also conveyed that on June 3rd, the CRA received another LOI from the United States Postal Service, (USPS) since their current building was sold and they need to relocate its retail operations near its current location. Mr. Tack reviewed the terms and the Board's five options as contained in the meeting materials. Mr. Hancock gave a brief overview of their LOI and explained that their goal is to have a retail presence as near to their current location as possible. They are not looking to be part of, or tied into a larger development and this site would not be connected to the current location. He explained it is a stand-alone proposal to lease the space for a new Post Office. Mr. Hancock explained that they would take the shell building and build it out to be used as a long-term retail facility. They also have a postal carrier component to fill at another location so approvals and timelines for this project are more complicated. They would forward any interest or approvals to the USPS for their approval process once the CRA shows interest. (Vice Chair Cruz left the dais at 7:41 p.m.) Mr. Miller announced that he has been a nurse for 40 years and he has been in business for 15 years in the medical industry, which led to him expanding and strengthening the Strong Heart Foundation. He noted that many in lower income communities do not have regular medical check-ups. Strong Heart Foundation would purchase and provide barber shops and hair salons with automated blood pressure cuffs and heart rhythm monitors, which can identify atrial fibrillation, which people usually do not know they have. The building would also serve as a store front to recycle and repurpose bottles, which they coordinate with the Lord's Place. The construction side of this could be done in different buildings as the two buildings are zoned differently. The Strong Heart Foundation would 13 7/20/22, 12:01 PM Statutes&Constitution :View Statutes:Online Sunshine Select Year: 2021 v Go The 2021 Florida Statutes Title XI Chapter 163 View Entire COUNTY ORGANIZATION AND INTERGOVERNMENTAL INTERGOVERNMENTAL Chapter RELATIONS PROGRAMS 163.370 Powers; counties and municipalities; community redevelopment agencies.— (1) Counties and municipalities may not exercise the power of eminent domain for the purpose of preventing or eliminating a slum area or blighted area as defined in this part; however, counties and municipalities may acquire property by eminent domain within a community redevelopment area, subject to the limitations set forth in ss. 73.013 and 73.014 or other general law. (2) Every county and municipality shall have all the powers necessary or convenient to carry out and effectuate the purposes and provisions of this part, including the following powers in addition to others herein granted: (a) To make and execute contracts and other instruments necessary or convenient to the exercise of its powers under this part. (b) To disseminate slum clearance and community redevelopment information. (c) To undertake and carry out community redevelopment and related activities within the community redevelopment area, which may include: 1. Acquisition of property within a slum area or a blighted area by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition. 2. Demolition and removal of buildings and improvements. 3. Installation, construction, or reconstruction of streets, utilities, parks, playgrounds, public areas of major hotels that are constructed in support of convention centers, including meeting rooms, banquet facilities, parking garages, lobbies, and passageways, and other improvements necessary for carrying out in the community redevelopment area the community redevelopment objectives of this part in accordance with the community redevelopment plan. 4. Disposition of any property acquired in the community redevelopment area at its fair value as provided in s. 163.380 for uses in accordance with the community redevelopment plan. 5. Carrying out plans for a program of voluntary or compulsory repair and rehabilitation of buildings or other improvements in accordance with the community redevelopment plan. 6. Acquisition by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition of real property in the community redevelopment area which, under the community redevelopment plan, is to be repaired or rehabilitated for dwelling use or related facilities, repair or rehabilitation of the structures for guidance purposes, and resale of the property. 7. Acquisition by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition of any other real property in the community redevelopment area when necessary to eliminate unhealthful, unsanitary, or unsafe conditions; lessen density; eliminate obsolete or other uses detrimental to the public welfare; or otherwise to remove or prevent the spread of blight or deterioration or to provide land for needed public facilities. 8. Acquisition, without regard to any requirement that the area be a slum or blighted area, of air rights in an area consisting principally of land in highways, railway or subway tracks, bridge or tunnel entrances, or other similar facilities which have a blighting influence on the surrounding area and over which air rights sites are to be www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=163.370&URL=0100-0199/01... 1/4 7/20/22, 12:01 PM Statutes&Constitution :View Statutes:Online Sunshine developed for the elimination of such blighting influences and for the provision of housing (and related facilities and uses) designed specifically for, and limited to, families and individuals of low or moderate income. 9. Acquisition by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition of property in unincorporated enclaves surrounded by the boundaries of a community redevelopment area when it is determined necessary by the agency to accomplish the community redevelopment plan. 10. Construction of foundations and platforms necessary for the provision of air rights sites of housing (and related facilities and uses) designed specifically for, and limited to, families and individuals of low or moderate income. (d) To provide, or to arrange or contract for, the furnishing or repair by any person or agency, public or private, of services, privileges, works, streets, roads, public utilities, or other facilities for or in connection with a community redevelopment; to install, construct, and reconstruct streets, utilities, parks, playgrounds, and other public improvements; and to agree to any conditions that it deems reasonable and appropriate which are attached to federal financial assistance and imposed pursuant to federal law relating to the determination of prevailing salaries or wages or compliance with labor standards, in the undertaking or carrying out of a community redevelopment and related activities, and to include in any contract let in connection with such redevelopment and related activities provisions to fulfill such of the conditions as it deems reasonable and appropriate. (e) Within the community redevelopment area: 1. To enter into any building or property in any community redevelopment area in order to make inspections, surveys, appraisals, soundings, or test borings and to obtain an order for this purpose from a court of competent jurisdiction in the event entry is denied or resisted. 2. To acquire by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition any personal or real property, together with any improvements thereon. 3. To hold, improve, clear, or prepare for redevelopment any such property. 4. To mortgage, pledge, hypothecate, or otherwise encumber or dispose of any real property. 5. To insure or provide for the insurance of any real or personal property or operations of the county or municipality against any risks or hazards, including the power to pay premiums on any such insurance. 6. To enter into any contracts necessary to effectuate the purposes of this part. 7. To solicit requests for proposals for redevelopment of parcels of real property contemplated by a community redevelopment plan to be acquired for redevelopment purposes by a community redevelopment agency and, as a result of such requests for proposals, to advertise for the disposition of such real property to private persons pursuant to s. 163.380 prior to acquisition of such real property by the community redevelopment agency. (f) To invest any community redevelopment funds held in reserves or sinking funds or any such funds not required for immediate disbursement in property or securities in which savings banks may legally invest funds subject to their control and to redeem such bonds as have been issued pursuant to s. 163.385 at the redemption price established therein or to purchase such bonds at less than redemption price, all such bonds so redeemed or purchased to be canceled. (g) To borrow money and to apply for and accept advances, loans, grants, contributions, and any other form of financial assistance from the Federal Government or the state, county, or other public body or from any sources, public or private, for the purposes of this part and to give such security as may be required and to enter into and carry out contracts or agreements in connection therewith; and to include in any contract for financial assistance with the Federal Government for or with respect to community redevelopment and related activities such conditions imposed pursuant to federal laws as the county or municipality deems reasonable and appropriate which are not inconsistent with the purposes of this part. (h) To make or have made all surveys and plans necessary to the carrying out of the purposes of this part; to contract with any person, public or private, in making and carrying out such plans; and to adopt or approve, modify, and amend such plans, which plans may include, but are not limited to: 1. Plans for carrying out a program of voluntary or compulsory repair and rehabilitation of buildings and improvements. www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=163.370&URL=0100-0199/01... 2/4 7/20/22, 12:01 PM Statutes&Constitution :View Statutes:Online Sunshine 2. Plans for the enforcement of state and local laws, codes, and regulations relating to the use of land and the use and occupancy of buildings and improvements and to the compulsory repair, rehabilitation, demolition, or removal of buildings and improvements. 3. Appraisals, title searches, surveys, studies, and other plans and work necessary to prepare for the undertaking of community redevelopment and related activities. (i) To develop, test, and report methods and techniques, and carry out demonstrations and other activities, for the prevention and the elimination of slums and urban blight and developing and demonstrating new or improved means of providing housing for families and persons of low income. (j) To apply for, accept, and utilize grants of funds from the Federal Government for such purposes. (k) To prepare plans for and assist in the relocation of persons (including individuals, families, business concerns, nonprofit organizations, and others) displaced from a community redevelopment area and to make relocation payments to or with respect to such persons for moving expenses and losses of property for which reimbursement or compensation is not otherwise made, including the making of such payments financed by the Federal Government. (l) To appropriate such funds and make such expenditures as are necessary to carry out the purposes of this part; to zone or rezone any part of the county or municipality or make exceptions from building regulations; and to enter into agreements with a housing authority, which agreements may extend over any period, notwithstanding any provision or rule of law to the contrary, respecting action to be taken by such county or municipality pursuant to any of the powers granted by this part. (m) To close, vacate, plan, or replan streets, roads, sidewalks, ways, or other places and to plan or replan any part of the county or municipality. (n) To organize, coordinate, and direct the administration of the provisions of this part, as they may apply to such county or municipality, in order that the objective of remedying slum and blighted areas and preventing the causes thereof within such county or municipality may be most effectively promoted and achieved and to establish such new office or offices of the county or municipality or to reorganize existing offices in order to carry out such purpose most effectively. (o) To develop and implement community policing innovations. (3) The following projects may not be paid for or financed by increment revenues: (a) Construction or expansion of administrative buildings for public bodies or police and fire buildings, unless each taxing authority agrees to such method of financing for the construction or expansion, or unless the construction or expansion is contemplated as part of a community policing innovation. (b) Installation, construction, reconstruction, repair, or alteration of any publicly owned capital improvements or projects if such projects or improvements were scheduled to be installed, constructed, reconstructed, repaired, or altered within 3 years of the approval of the community redevelopment plan by the governing body pursuant to a previously approved public capital improvement or project schedule or plan of the governing body which approved the community redevelopment plan unless and until such projects or improvements have been removed from such schedule or plan of the governing body and 3 years have elapsed since such removal or such projects or improvements were identified in such schedule or plan to be funded, in whole or in part, with funds on deposit within the community redevelopment trust fund. (c) General government operating expenses unrelated to the planning and carrying out of a community redevelopment plan. (4) With the approval of the governing body, a community redevelopment agency may: (a) Prior to approval of a community redevelopment plan or approval of any modifications of the plan, acquire real property in a community redevelopment area by purchase, lease, option, gift, grant, bequest, devise, or other voluntary method of acquisition; demolish and remove any structures on the property; and pay all costs related to the acquisition, demolition, or removal, including any administrative or relocation expenses. (b) Assume the responsibility to bear any loss that may arise as the result of the exercise of authority under this subsection, in the event that the real property is not made part of the community redevelopment area. www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=163.370&URL=0100-0199/01... 3/4 7/20/22, 12:01 PM Statutes&Constitution :View Statutes:Online Sunshine (5) A community redevelopment agency shall procure all commodities and services under the same purchasing processes and requirements that apply to the county or municipality that created the agency. History.—s. 9, ch. 69-305; s. 7, ch. 77-391; s. 11, ch. 84-356; s. 7, ch. 93-286; s. 8, ch. 94-236; s. 8, ch. 98-314; s. 10, ch. 2006-11; s. 6, ch. 2006-307; s. 9, ch. 2007-5; s. 4, ch. 2019-163. Copyright ©1995-2022 The Florida Legislature • Privacy Statement • Contact Us www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=163.370&URL=0100-0199/01... 4/4 7/20/22, 12:05 PM Statutes&Constitution :View Statutes:Online Sunshine 01 i'n,I in e Select Year: 2021 v Go The 2021 Florida Statutes Title XI Chapter 163 View Entire COUNTY ORGANIZATION AND INTERGOVERNMENTAL INTERGOVERNMENTAL Chapter RELATIONS PROGRAMS 163.387 Redevelopment trust fund.— (1)(a) After approval of a community redevelopment plan, there may be established for each community redevelopment agency created under s. 163.356 a redevelopment trust fund. Funds allocated to and deposited into this fund shall be used by the agency to finance or refinance any community redevelopment it undertakes pursuant to the approved community redevelopment plan. No community redevelopment agency may receive or spend any increment revenues pursuant to this section unless and until the governing body has, by ordinance, created the trust fund and provided for the funding of the redevelopment trust fund until the time certain set forth in the community redevelopment plan as required by s. 163.362(10). Such ordinance may be adopted only after the governing body has approved a community redevelopment plan. The annual funding of the redevelopment trust fund shall be in an amount not less than that increment in the income, proceeds, revenues, and funds of each taxing authority derived from or held in connection with the undertaking and carrying out of community redevelopment under this part. Such increment shall be determined annually and shall be that amount equal to 95 percent of the difference between: 1. The amount of ad valorem taxes levied each year by each taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of a community redevelopment area; and 2. The amount of ad valorem taxes which would have been produced by the rate upon which the tax is levied each year by or for each taxing authority, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the community redevelopment area as shown upon the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to the effective date of the ordinance providing for the funding of the trust fund. However, the governing body may, in the ordinance providing for the funding of a trust fund established with respect to any community redevelopment area, determine that the amount to be funded by each taxing authority annually shall be less than 95 percent of the difference between subparagraphs 1. and 2., but in no event shall such amount be less than 50 percent of such difference. (b)1. For any governing body that has not authorized by June 5, 2006, a study to consider whether a finding of necessity resolution pursuant to s. 163.355 should be adopted, has not adopted a finding of necessity resolution pursuant to s. 163.355 by March 31, 2007, has not adopted a community redevelopment plan by June 7, 2007, and was not authorized to exercise community redevelopment powers pursuant to a delegation of authority under s. 163.410 by a county that has adopted a home rule charter, the amount of tax increment to be contributed by any taxing authority shall be limited as follows: a. If a taxing authority imposes a millage rate that exceeds the millage rate imposed by the governing body that created the trust fund, the amount of tax increment to be contributed by the taxing authority imposing the higher millage rate shall be calculated using the millage rate imposed by the governing body that created the trust fund. Nothing shall prohibit any taxing authority from voluntarily contributing a tax increment at a higher rate for www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=1 63.387&URL=01 00-0199/01... 1/5 7/20/22, 12:05 PM Statutes&Constitution :View Statutes:Online Sunshine a period of time as specified by interlocal agreement between the taxing authority and the community redevelopment agency. b. At any time more than 24 years after the fiscal year in which a taxing authority made its first contribution to a redevelopment trust fund, by resolution effective no sooner than the next fiscal year and adopted by majority vote of the taxing authority's governing body at a public hearing held not less than 30 or more than 45 days after written notice by registered mail to the community redevelopment agency and published in a newspaper of general circulation in the redevelopment area, the taxing authority may limit the amount of increment contributed by the taxing authority to the redevelopment trust fund to the amount of increment the taxing authority was obligated to contribute to the redevelopment trust fund in the fiscal year immediately preceding the adoption of such resolution, plus any increase in the increment after the adoption of the resolution computed using the taxable values of any area which is subject to an area reinvestment agreement. As used in this subparagraph, the term "area reinvestment agreement" means an agreement between the community redevelopment agency and a private party, with or without additional parties, which provides that the increment computed for a specific area shall be reinvested in services or public or private projects, or both, including debt service, supporting one or more projects consistent with the community redevelopment plan that is identified in the agreement to be constructed within that area. Any such reinvestment agreement must specify the estimated total amount of public investment necessary to provide the projects or services, or both, including any applicable debt service. The contribution to the redevelopment trust fund of the increase in the increment of any area that is subject to an area reinvestment agreement following the passage of a resolution as provided in this sub-subparagraph shall cease when the amount specified in the area reinvestment agreement as necessary to provide the projects or services, or both, including any applicable debt service, has been invested. 2. For any community redevelopment agency that was not created pursuant to a delegation of authority under s. 163.410 by a county that has adopted a home rule charter and that modifies its adopted community redevelopment plan after October 1, 2006, in a manner that expands the boundaries of the redevelopment area, the amount of increment to be contributed by any taxing authority with respect to the expanded area shall be limited as set forth in sub-subparagraphs 1.a. and b. (2)(a) Except for the purpose of funding the trust fund pursuant to subsection (3), upon the adoption of an ordinance providing for funding of the redevelopment trust fund as provided in this section, each taxing authority shall, by January 1 of each year, appropriate to the trust fund for so long as any indebtedness pledging increment revenues to the payment thereof is outstanding (but not to exceed 30 years) a sum that is no less than the increment as defined and determined in subsection (1) or paragraph (3)(b) accruing to such taxing authority. If the community redevelopment plan is amended or modified pursuant to s. 163.361(1), each such taxing authority shall make the annual appropriation for a period not to exceed 30 years after the date the governing body amends the plan but no later than 60 years after the fiscal year in which the plan was initially approved or adopted. However, for any agency created on or after July 1, 2002, each taxing authority shall make the annual appropriation for a period not to exceed 40 years after the fiscal year in which the initial community redevelopment plan is approved or adopted. (b) Any taxing authority that does not pay the increment revenues to the trust fund by January 1 shall pay to the trust fund an amount equal to 5 percent of the amount of the increment revenues and shall pay interest on the amount of the unpaid increment revenues equal to 1 percent for each month the increment is outstanding, provided the agency may waive such penalty payments in whole or in part. (c) The following public bodies or taxing authorities are exempt from paragraph (a): 1. A special district that levies ad valorem taxes on taxable real property in more than one county. 2. A special district for which the sole available source of revenue the district has the authority to levy is ad valorem taxes at the time an ordinance is adopted under this section. However, revenues or aid that may be dispensed or appropriated to a district as defined in s. 388.011 at the discretion of an entity other than such district shall not be deemed available. 3. A library district, except a library district in a jurisdiction where the community redevelopment agency had validated bonds as of April 30, 1984. www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=1 63.387&URL=01 00-0199/01... 2/5 7/20/22, 12:05 PM Statutes&Constitution :View Statutes:Online Sunshine 4. A neighborhood improvement district created under the Safe Neighborhoods Act. 5. A metropolitan transportation authority. 6. A water management district created under s. 373.069. 7. For a community redevelopment agency created on or after July 1, 2016, a hospital district that is a special district as defined in s. 189.012. (d)1. A local governing body that creates a community redevelopment agency under s. 163.356 may exempt from paragraph (a) a special district that levies ad valorem taxes within that community redevelopment area. The local governing body may grant the exemption either in its sole discretion or in response to the request of the special district. The local governing body must establish procedures by which a special district may submit a written request to be exempted from paragraph (a). 2. In deciding whether to deny or grant a special district's request for exemption from paragraph (a), the local governing body must consider: a. Any additional revenue sources of the community redevelopment agency which could be used in lieu of the special district's tax increment. b. The fiscal and operational impact on the community redevelopment agency. c. The fiscal and operational impact on the special district. d. The benefit to the specific purpose for which the special district was created. The benefit to the special district must be based on specific projects contained in the approved community redevelopment plan for the designated community redevelopment area. e. The impact of the exemption on incurred debt and whether such exemption will impair any outstanding bonds that have pledged tax increment revenues to the repayment of the bonds. f. The benefit of the activities of the special district to the approved community redevelopment plan. g. The benefit of the activities of the special district to the area of operation of the local governing body that created the community redevelopment agency. 3. The local governing body must hold a public hearing on a special district's request for exemption after public notice of the hearing is published in a newspaper having a general circulation in the county or municipality that created the community redevelopment area. The notice must describe the time, date, place, and purpose of the hearing and must identify generally the community redevelopment area covered by the plan and the impact of the plan on the special district that requested the exemption. 4. If a local governing body grants an exemption to a special district under this paragraph, the local governing body and the special district must enter into an interlocal agreement that establishes the conditions of the exemption, including, but not limited to, the period of time for which the exemption is granted. 5. If a local governing body denies a request for exemption by a special district, the local governing body shall provide the special district with a written analysis specifying the rationale for such denial. This written analysis must include, but is not limited to, the following information: a. A separate, detailed examination of each consideration listed in subparagraph 2. b. Specific examples of how the approved community redevelopment plan will benefit, and has already benefited, the purpose for which the special district was created. 6. The decision to either deny or grant an exemption must be made by the local governing body within 120 days after the date the written request was submitted to the local governing body pursuant to the procedures established by such local governing body. (3)(a) Notwithstanding the provisions of subsection (2), the obligation of the governing body which established the community redevelopment agency to fund the redevelopment trust fund annually shall continue until all loans, advances, and indebtedness, if any, and interest thereon, of a community redevelopment agency incurred as a result of redevelopment in a community redevelopment area have been paid. (b) Alternate provisions contained in an interlocal agreement between a taxing authority and the governing body that created the community redevelopment agency may supersede the provisions of this section with respect to that taxing authority. The community redevelopment agency may be an additional party to any such agreement. www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=1 63.387&URL=01 00-0199/01... 3/5 7/20/22, 12:05 PM Statutes&Constitution :View Statutes:Online Sunshine (4) The revenue bonds and notes of every issue under this part are payable solely out of revenues pledged to and received by a community redevelopment agency and deposited to its redevelopment trust fund. The lien created by such bonds or notes shall not attach until the increment revenues referred to herein are deposited in the redevelopment trust fund at the times, and to the extent that, such increment revenues accrue. The holders of such bonds or notes have no right to require the imposition of any tax or the establishment of any rate of taxation in order to obtain the amounts necessary to pay and retire such bonds or notes. (5) Revenue bonds issued under the provisions of this part shall not be deemed to constitute a debt, liability, or obligation of the public body or the state or any political subdivision thereof, or a pledge of the faith and credit of the public body or the state or any political subdivision thereof, but shall be payable solely from the revenues provided therefor. All such revenue bonds shall contain on the face thereof a statement to the effect that the agency shall not be obligated to pay the same or the interest thereon except from the revenues of the community redevelopment agency held for that purpose and that neither the faith and credit nor the taxing power of the governing body or of the state or of any political subdivision thereof is pledged to the payment of the principal of, or the interest on, such bonds. (6) Effective October 1, 2019, moneys in the redevelopment trust fund may be expended for undertakings of a community redevelopment agency as described in the community redevelopment plan only pursuant to an annual budget adopted by the board of commissioners of the community redevelopment agency and only for the purposes specified in paragraph (c). (a) Except as otherwise provided in this subsection, a community redevelopment agency shall comply with the requirements of s. 189.016. (b) A community redevelopment agency created by a municipality shall submit its annual budget to the board of county commissioners for the county in which the agency is located within 10 days after the adoption of such budget and submit amendments of its annual budget to the board of county commissioners within 10 days after the adoption date of the amended budget. (c) The annual budget of a community redevelopment agency may provide for payment of the following expenses: 1. Administrative and overhead expenses directly or indirectly necessary to implement a community redevelopment plan adopted by the agency. 2. Expenses of redevelopment planning, surveys, and financial analysis, including the reimbursement of the governing body or the community redevelopment agency for such expenses incurred before the redevelopment plan was approved and adopted. 3. The acquisition of real property in the redevelopment area. 4. The clearance and preparation of any redevelopment area for redevelopment and relocation of site occupants within or outside the community redevelopment area as provided in s. 163.370. 5. The repayment of principal and interest or any redemption premium for loans, advances, bonds, bond anticipation notes, and any other form of indebtedness. 6. All expenses incidental to or connected with the issuance, sale, redemption, retirement, or purchase of bonds, bond anticipation notes, or other form of indebtedness, including funding of any reserve, redemption, or other fund or account provided for in the ordinance or resolution authorizing such bonds, notes, or other form of indebtedness. 7. The development of affordable housing within the community redevelopment area. 8. The development of community policing innovations. 9. Expenses that are necessary to exercise the powers granted under s. 163.370, as delegated under s. 163.358. (7) On the last day of the fiscal year of the community redevelopment agency, any money which remains in the trust fund after the payment of expenses pursuant to subsection (6) for such year shall be: (a) Returned to each taxing authority which paid the increment in the proportion that the amount of the payment of such taxing authority bears to the total amount paid into the trust fund by all taxing authorities for that year; www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=1 63.387&URL=01 00-0199/01... 4/5 7/20/22, 12:05 PM Statutes&Constitution :View Statutes:Online Sunshine (b) Used to reduce the amount of any indebtedness to which increment revenues are pledged; (c) Deposited into an escrow account for the purpose of later reducing any indebtedness to which increment revenues are pledged; or (d) Appropriated to a specific redevelopment project pursuant to an approved community redevelopment plan. The funds appropriated for such project may not be changed unless the project is amended, redesigned, or delayed, in which case the funds must be reappropriated pursuant to the next annual budget adopted by the board of commissioners of the community redevelopment agency. (8)(a) Each community redevelopment agency with revenues or a total of expenditures and expenses in excess of $100,000, as reported on the trust fund financial statements, shall provide for a financial audit each fiscal year by an independent certified public accountant or firm. Each financial audit conducted pursuant to this subsection must be conducted in accordance with rules for audits of local governments adopted by the Auditor General. (b) The audit report must: 1. Describe the amount and source of deposits into, and the amount and purpose of withdrawals from, the trust fund during such fiscal year and the amount of principal and interest paid during such year on any indebtedness to which increment revenues are pledged and the remaining amount of such indebtedness. 2. Include financial statements identifying the assets, liabilities, income, and operating expenses of the community redevelopment agency as of the end of such fiscal year. 3. Include a finding by the auditor as to whether the community redevelopment agency is in compliance with subsections (6) and (7). (c) The audit report for the community redevelopment agency must accompany the annual financial report submitted by the county or municipality that created the agency to the Department of Financial Services as provided in s. 218.32, regardless of whether the agency reports separately under that section. (d) The agency shall provide a copy of the audit report to each taxing authority. History.—s. 11, ch. 77-391; s. 78, ch. 79-400; s. 9, ch. 83-231; s. 15, ch. 84-356; s. 27, ch. 87-224; s. 35, ch. 91-45; s. 4, ch. 93-286; s. 10, ch. 94-236; s. 1, ch. 94-344; s. 10, ch. 98-314; s. 8, ch. 2002-18; s. 8, ch. 2002-294; s. 7, ch. 2006-307; s. 1, ch. 2016-155; s. 8, ch. 2019-163. Copyright ©1995-2022 The Florida Legislature • Privacy Statement • Contact Us www.leg.state.fl.us/statutes/index.cfm?mode=View Statutes&SubMenu=1&App_mode=Display_Statute&Search_String=163.387&URL=0100-0199/01... 5/5 N H 00 O O O O O O O O O O O 00 N w 00 O 000 OOO 000 O 00 NVe O O O O ti ti OLf) Lf) 000 O 00 p L L O N Rf CG N cM W W 00 M N N N IRT � 61} r � <A r MEf} to 41 O m <A } N a) LL a ) m f +�+ a >+ © w N a m 3 C c- > ++ > ++ > m CV 06 CN N w F- © w Q i D � N w +� O N N © N N D Q N D N F- m L O N N N ( C6 a) ++ r N Lam+ Q �' C4 N O a) H U LL a- z Q O cu cu Q w © ?, U LL a) Z N w C 0 >' cu >, N � U 70 70 cV >; -C a O oa M L ; w I U) - cn m N Z � zQ O � 0 Cn zLL2 O 0 m a 70 C: cuw cu 2 L m (DN N LU CL aco Q > -J a N o ~ Q i > m a c6 , Z m p aa) m Q o >- c6 w a o LU 0 a O � w � w a� = a C: m w Z w -0 cu } cu ? O Y CU 0 � mpw OJCU V � Jw � 0 OOZ2 � � ) omo0 �OQ CY O Z � c6 2 — a� U O U) m W 00 O O O O O O O O O O O O O P 00 O 00 000 000 O m W O Lf) Lf) O 00 000 000 O O O ti � 0m 0 R Rf T-:, mti L6 Cl ao L6 o cca ti T-- 41 N « N N61} N M6} M f• TMI LID 0 � to to to to to to to to Ef? 6} W � E4 6a. ti 0) N ; �V � 0 CD m ) Q ( i (6 (D Q (D © (6 � 4-0 C3 W W W J W ~ "70 CN N �y U Z m ' 4.0 G Q G N C N m > W N LL ca as >' c O o4.0 X >m �w � cu 70 0 70 +o (a O � � U v) `� n J FQ � H O H 00 U LU Y LU 0 Z 70 LL z H 70 p a�i L O co = > ° 0 > J c� (U U Q W m N W J E Z C w J W Q Z °� 0 2 (U O Q ~ D 70 Z u�i Q CL O CL Z c� LU M O Y > �' < U o0w U) 2 � c� LU ZOLU rl_ H W O = Z W U LU v m a m 0 � w Li Boynton Beach Community Redevelopment Agency MEMO Date: May 10, 2016 To: CRA Chair, Vice Chair and Board Members From: Vivian L. Brooks, Executive Director Re: Community Redevelopment Advisory Board Duties The City Commission created the Community redevelopment Advisory Board (CRAB) in October 2015 and appointed its seven members in December 2015. The resolution creating the CRAB had the CRAB advising the City Commission but not the CRA Board. On May 3, 2016, the City Commission further clarified the role of the CRAB by adopting a new resolution whereby the CRAB will now advise the City Commission and the CRA Board on matters assigned to it by either the CRA Board or City Commission. After conferring with City Manager, Lori LaVerriere, we propose the following guidelines for management of the CRAB agenda: A) The City Commission or CRA Board must approve, by majority vote, any assignment given to the CRAB. B) Only City Commissioners and CRA Board Members may request to place matters on the CRAB agenda. All requests by the CRA Board Member or City Commissioners shall be raised under the CRAB discussion item that will be added to both the CRA and City agenda template. See next item. C) Both the CRA and the City's meeting agenda template will reflect a new section titled C Community Redevelopment Advisory Board (CRAB) with three subsections (Reports, Pending Items, and New Assignments). This will provide the opportunity for an individual member of the City Commissioner or CRA to raise a topic/assignment for the entire Commission or CRA to consider. D) When an assignment is given to the CRAB it will then show as a Pending Item on future agendas until the assignment is completed and reported back to the assigning board. Staff recommends that all assignments be given a deadline for reporting back to assist staff in following up on outstanding assignments with the CRAB. This will also provide transparency on all matters being reviewed by the CRAB. E) Once their assignment is complete and the CRAB is ready to present a report to the CRA or City Commission, then the Board shall submit their report to CRA staff or the City Clerk for publishing on the next available agenda. {00129562.1 306-9001821} F) When matters are assigned to the CRAB, reliance on staff should be minimized to the extent possible. Individual members of the CRAB may not assign work to CRA or City staff members. Research by the members of the Advisory Board should be done independently and with as minimal reliance on CRA or City staff as possible. This will ensure that work continues to be accomplished as staff will not be overwhelmed with new assignments. G) Absent any new assignments, the monthly CRAB agenda will mirror the CRA agenda on a monthly basis. {00129562.1 306-9001821} a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: September 13, 2022 CONSENT AGENDA AGENDAITEM: 11.A. SUBJECT: CRA Financial Report Period Ending August 31, 2022 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending August 31, 2022 (Attachment 1): • Statement of Revenues • Expenditures and Changes in Fund Balance Report • Budget Comparison Schedule - General Fund FISCAL IMPACT: FY 2021-2022 Annual Budget CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan and FY2021-2022 CRA Budget CRA BOARD OPTIONS: Approve the C RA's monthly financial and budget reports for the period ending August 31, 2022. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period Ending August 31, 2022 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Revenues,Expenditures and Changes in Fund Balances Through Year to Date-August 31,2022 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 15,918,708 15,918,708 Marina Rent&Fuel Sales 1,954,144 1,954,144 Contributions and donations - - - - Interest and other income 164,968 470,942 4,321 640,231 Total revenues 18,037,820 470,942 4,321 18,513,084 EXPENDITURES General government 3,655,239 - - 3,655,239 Redevelopment projects - 10,581,293 10,581,293 Debt service: - Principal - - - Interest and other charges - - 138,575 138,575 Total expenditures 3,655,239 10,581,293 138,575 14,375,107 Excess(deficiency)of revenues over expenditures 14,382,581 (10,110,351) (134,254) 4,137,976 OTHER FINANCING SOURCES(USES) Funds Transfers in - 13,513,787 2,140,528 15,654,315 Funds Transfers out (14,239,631) - - (14,239,631) Total other financing sources(uses) (14,239,631) 13,513,787 2,140,528 1,414,684 Net change in fund balances 142,950 3,403,436 2,006,274 5,552,660 Fund balances-beginning of year 3,860,106 11,852,619 120,621 15,833,346 Fund balances-end of year 4,003,056 15,256,055 2,126,895 21,386,006 Footnote: Transfers between funds include monies received from TIF and carryover from general fund balance. The notes to the basic financial statements are an integral part of this statement. 1 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule General Fund Through Year to Date - August 31, 2022 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 15,801,715 $ 15,801,715 15,918,708 Marina Rent& Fuel Sales 1,000,000 1,000,000 1,954,144 Interest and other income - - 164,968 Other financing sources(uses) 100,000 1,235,316 - Total revenues 16,901,715 18,037,031 18,037,820 EXPENDITURES General government 3,797,400 3,797,400 3,655,239 Total expenditures 3,797,400 3,797,400 3,655,239 Excess of revenues over expenditures 13,104,315 14,239,631 14,382,581 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (13,104,315) (14,239,631) (14,239,631) Total other financing sources(uses) (13,104,315) (14,239,631) (14,239,631) Net change in fund balances $ - $ - 142,950 Fund balances-beginning of year 3,860,106 Fund balances-end of year 4,003,056 The notes to the basic financial statements are an integral part of this statement. 1 .F+ > N o° o° o° o° o° o° o° o° o° 9 o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° uq L L N �t N O N O O O O O O Ln c-I Ln m Ln c-I m m O r, Ln Ln l0 m O Ln N O r, l0 O r, O OO ,� r` l0 O M O O O O O O l0 r` W m l0 M N r` 7 O l0 N N r` M O r` 7 O r` r` N M O co O r` O O O O O O O O M 7 to to of M of 4 o6 O N O r` l0 7 O to to O r` W c-I to O E N 01 O N N Ln 01 r` N N l0 M O m r` Ln M M O r` M m r` M r` O Q7 r-I y N N N N 17y M � rc V/ Eco o� O Oq O c-I to N r` W r` Ln O w r` m W N 01 Ln M o0 Ln O O o0 to to M O N O O r` Ln O r` O NC O r` N M r` N LQ LQ O V N O r` 7 O 01 LQ O N O r` a1 O N M O LQ -! 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O Lq Ln I, O N 6 m o Ln o0c W M Ln O1 E N N m m u N N C W f6 0 0 F t O G d 0 0 Z j D U_ W W n w Q u W W W n W Q CO W � W C LL O O O O Q d �- 1 w b M 3 ry m h m N N 0 K3 a..s;�s, i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 CONSENT AGENDA AGENDAITEM: 11.13. SUBJECT: Approval of CRA Board Meeting Minutes -August 9, 2022 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the August 9, 2022 CRA Board Meeting Minutes ATTACHMENTS: Description D Attachment I -August 9, 2022 C RA M eeting M inutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, August 9, 2022, at 6:00 PM in City Hall, Commission Chambers 100 E. Ocean Avenue, Boynton Beach, Florida Present: Ty Penserga, Chair Thuy Shutt, Executive Director Woodrow Hay Kathryn Rossmell, Legal Counsel Thomas Turkin Aimee Kelley Absent: Angela Cruz, Vice Chair 1. Call to Order Chair Penserga called the meeting to order at 6:01 p.m. 2. Invocation The Invocation by Board Member Board Member Hay. 3. Pledge of Allegiance Board Member Turkin led the Pledge of Allegiance to the Flag. 4. Roll Call Roll call established a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Board Member Kelley asked to table Item 13E. Chair Penserga requested she table the item when it is heard. Board Member Turkin asked to table item 13B and wanted to add for discussion to direct CRA Staff to amend the CRA plan to be compliant with the City's Land Development Regulations and have a conversation about the CRA plan. He said that he understood it was supposed to change every five years. Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga requested he table the item when it was heard. Chair Penserga and Board Member Hay had no changes. B. Adoption of Agenda Motion Board Member Turkin moved to approve the agenda. Board member Hay seconded the motion. The motion passed unanimously. 6. Legal A. Discussion and Consideration of Steven Grant's Request for Informed Consent from the BBCRA to Represent Various Entities in Pending Matters Before the BBCRA REVISED Kathryn Rossmell, Board Counsel, summarized that Steve Grant was the former Board Chair and Mayor and is now in private practice. She noted that there are a number of ethical rules that govern how he may proceed in matters involving the CRA. She explained that Mr. Grant initially represented a number of clients before the CRA in a discussion capacity, that appeared before the Board at the last meeting, and he has since sent letters requesting informed consent from the CRA and then withdrew his request. She commented that there is a Florida Bar Rule that prohibits a former public officer from acting as an attorney before the Board he previously served on, unless the Board waives informed consent after reviewing of all the facts and decides if representation is appropriate. She explained what is prohibited by Florida Statutes and why Mr. Grant withdrew his request. She stated that Legal staff needs direction. After further discussion, there was agreement to deny giving Informed Consent to Mr. Grant and Attorney Rossmell would bring back policy ideas. Attorney Rossmell stated that her office will contact Mr. Grant and convey the Board's thoughts, and commented that Mr. Grant indicated he reached out for a specific opinion, but her office has not received a copy of said opinion. She noted that there is an interesting opinion that explains in certain circumstances under State Statute representation could occur, but she has not seen a specific opinion on this particular topic. 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Board Members Hay, Kelley and Turkin had no disclosures. 2 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga disclosed that he spoke with Mr. Barton, Kim Kelley and Mr. Weiner related to items 13 A, 12 C and 12 G, respectively. 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. Susan Oyer, 140 SE 27th Way, reminded everyone of the survey that the CRA conducted that said the community's goal is beautification. She asked what the CRA was doing to beautify the district and thought that beautification should be across all districts. She stated that she wanted to see holiday lighting throughout the City. Monica Cleckley, a Board-Certified Family Nurse Practitioner, stated that she was notified about a commercial opportunity for small businesses in the MLK Project, via a flyer, and she was excited to have the opportunity to move into a new space. She explained the difficulty she had with the developer, and expressed that she thought it was a small space for a small business, due to all the extra costs, and that she cannot move into the building even with CRA grants and rental assistance. She stated that as a small business owner trying to expand, she could not move in. Dr. Christopher Glinton, 194 Orange Drive, stated that he is a partner in a business wanting to move into one of the bays in Well's Landing. He advised that they operate Carlton's, which is a family restaurant, and he also was not clear about the beginning pieces of the project. He explained how it has been difficult for small business owners to get started and still having capital for the 15 to 20 jobs they will create. He requested that the CRA review how to assist them to open a business on ancestral lands. Ernest Mignoli, 710 NE 7th Street, Unit 407, stated that due to the CRA and City government, they are in fear they will lose homes the way Surfside did. He commented on the building he lives in. He complained about 132 12th Avenue, which has been declared a chronic nuisance. He spoke about Attorney General Aronberg. Sylvia Gillion, a small business owner transferring her business from Delray Beach to Boynton Beach, agreed with the prior comments about the Well's Landing project. She requested that the CRA consider providing greater assistance with these business build 3 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 m - - - - - outs, because it is supposed to be a redevelopment area. She stated that if they get a loan, the business will have to make a profit. David Katz, 67 Midwood Lane, stated that he wanted to speak to the issue with Mr. Grant. He said that she appreciated Board Members' Hay and Turkin's position, but he suggested falling back on State Statute that prohibits anyone from lobbing for two years. He stated that this would cover the Board. No one else coming forward, Public Comment was closed. 9. CRA Advisory Board A. Pending Assignments 1. Review and Discuss the CRA Funded Current and New Business Promotions and Marketing Events including Strategies to Promote the Marina Thuy Shutt, Executive Director, stated that the Board met last Thursday and recommended approval of the draft budget for Fiscal Year 22/23 as presented. She commented that they also reviewed the business promotions and other events and will come back at a meeting next month, contingent on if the Board wants them to review the second round of funds for the budget. She pointed out they were not given a timeline. There was consensus to give the Board two month's work of research time. B. Reports on Pending Assignments 10. Consent Agenda A. CRA Financial Report Period Ending July 31, 2022 B. Approval of CRA Special Board Meeting Minutes - June 7, 2022 C. Approval of CRA Board Meeting Minutes - June 14, 2022 D. Approval of CRA Board Meeting Minutes - July 12, 2022 E. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $14,479.98 to SimpleWHOA LLC d/b/a Simple'WHOA! Nutrition located in Ocean Palm Plaza at 1550 N. Federal Highway, Unit 12 F. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 to TalentPartners LLC located at 2626 N. Federal Highway 4 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 G. Approval of Commercial Property Improvement Grant Program in the Amount of $18,610.33 to TalentPartners LLC located at 2626 N. Federal Highway H. Approval of Commercial Property Improvement Grant Program in the Amount of $50,000 to Amar Bakery, LLC d/b/a Amar Bakery & Market located in Ocean Palm Plaza at 1600 N. Federal Highway, Unit 14-15 I. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$21,000 to Amar Bakery, LLC d/b/a Amar Bakery & Market located in Ocean Palm Plaza at 1600 N. Federal Highway, Unit 14-15 J. Approval of 90-day Extension for the Commercial Property Improvement Grant for The Coffee and Ale Exchange, LLC d/b/a Bond Street Ale and Coffee Located at 400 N. Federal Highway, Unit 12 K. Approval of a 90-day Extension Request for the Commercial Property Improvement Grant Program for Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 located at 906 S. Federal Highway, Suite L. Approval of a Waiver for the Commercial Property Improvement Grant Program to JWS Investments Restaurant d/b/a Tropical Island Restaurant located at 126 W. Boynton Beach Boulevard Motion Board Member Kelley moved to approve the Consent Agenda. Board Member Hay seconded the motion. The motion passed unanimously. 11. Pulled Consent Agenda Items None. 12. Old Business A. Consideration and Discussion of Fiscal Year 2022-2023 Project Fund Budget REVISED Vicki Hill, CRA Finance Director, reviewed the project fund worksheet, and stated that Chair Penserga noted the remaining balance was $300k to $400K and now it showed as $191 K. Chair Penserga asked what changed. Ms. Hill responded that they received the bill for the Neighborhood Officer Program (NOP.) She said that in regard to Business Promotions and Events, the rollover changed 5 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 from $175k to $150K, and that staff needs to know where to reallocate funds. She went into detail about funding for each of their projects, and if they have left over money in each of those funds. Board Member Hay asked about beautification. Ms. Shutt explained that the prior Board approved $464K for lighting and streetscape improvements and that project is underway with the City. She went into detail about what was going on with the beautification project. She said that the CRA wants to have an underground power source and they can rent the poles from FPL, but that the City does not want to own the poles and prefers to rent the lighting from FPL. She mentioned that they are also working on E. Ocean Avenue, but as far as putting things on a major thoroughfare, they have to secure the power source and get permissions first. She noted that AT&T and Comcast also use FPL poles, but they will take their equipment off when the lines are underground. She commented that she hopes to have estimates, to have the design contracted through the City's engineering firms for the MILK Beautification project. Brief discussion followed about what the funds for the seven bays on the MILK project could be used for. Ms. Shutt elaborated that staff is recommending that the CRA pay for the architectural and engineering fees to get a building permit as a match. Board Member Turkin stated that he wanted some of the remaining balance to go towards a future grocery store. Chair Penserga agreed that the funds for a future grocery store should be set aside, and noted that another spending priority should be about prospective commercial tenants struggling to be part of the MILK development. He stated that the Board allocated funds for the Cottage District, but Pulte did not need the funds. Ms. Hill noted that this item will come before the Board on September 13th Ms. Shutt stated that there will be some funds left from some events. Board Member Turkin asked if the CRA can assist with parks in the CRA District. Ms. Shutt responded in the past they helped with cost of construction, but it depends on what is decided in the City's Master plan. Board Member Turkin said that he wanted to budget funds for a proposed dog park in District III, perhaps at Jaycee Park. 6 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Board Member Kelley asked for an update on the Pirate Fest, which Ms. Shutt provided. She recommended deferring the event for another year. Board Member Kelley expressed her disappointment that it would not be held and suggested that staff reach out to the performers and vendors and explain what was occurring. She stated that she did not want to lose this event to somewhere else. Board Member Hay agreed it may be better to skip a year and do it right. B. Update to Discussion on Amendment to Exhibit A, Marina Rules and Regulations, of the Dockage Lease Agreement for the Boynton Harbor Marina (TABLED 07/12/2022) Motion Board Member Hay moved to remove the item from the table. Board Member Turkin seconded the motion. The motion passed unanimously. Theresa Utterback, CRA Development Services Manager, stated that they checked with the Lake Park and Riviera Beach Marina's and both have exactly what the Boynton CRA has in their leases. She reported that staff feels comfortable keeping the lease as is. Ms. Shutt stated that they do not have to change the rules, and the report back was that the Marinas were comfortable and there was no need to have a cap on how much people pay to secure their vessels. Ms. Utterback noted that they have never had a problem. C. Discussion and Consideration of Lease Amendment between Boynton Beach CRA and Cafe Barista, Inc. d/b/a Hurricane Alley (TABLED 07/12/2022) Motion Board Member Hay moved to remove from the table. Board Member Kelley seconded the motion. The motion passed unanimously. Ms. Shutt gave a brief overview and stated that Ms. Kelly's lease expires at the end of this month, and that the terms presented were attached, but they do not have all the details. She expressed concern about property taxes and some fees that Ms. Kelly wanted the Board to consider paying, to help offset some burdens on her business. She explained that the lease agreement was with the prior owner, and what was included. She stated that there were two proposals: either do 18 months with no changes, or if Ms. Kelly wanted more time to consult with counsel, they could allow 30 days more, as they do not want Ms. Kelly to be out of compliance with the lease agreement. She said that the Board can look at this as is and allow her to come back when they know what the tax will be. 7 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Ms. Kelly stated that the lease stays the same, but the Board is now the landlord. She mentioned that she wants to continue to pay the rent, and felt that the property tax should be incurred by the CRA, as they own the building. She commented that the building needs upkeep, and it has decreased in value, and she is constantly fixing everything in the restaurant and she thought her proposal was a good compromise. She said that she did not want to pay the property tax for the next two years. She mentioned that she lost revenue, as they lost tenants and customers, and businesses upstairs, and her tax portion was about $6,500 which she paid to the prior owners. Ms. Shutt stated that if the Board wants the CRA to pay all the property taxes, they can revise the language. After discussion, there was agreement to approve Attorney Rossmell's suggestion which was that the Board would draft a one-year lease with a six-month administrative extension that can be signed by Ms. Shutt, and that the lease will allow for termination with cause or for closing, but not for no reason, and that the rent will be amended to pay the base amount which is inclusive of rental and sale tax, but not the property tax. Motion Board Member Turkin moved to approve as stated by Attorney Rossmell. Board Member Hay seconded the motion. The motion passed unanimously. D. Discussion and Consideration of Purchase and Sale Agreement for 1213 NW 4th Street, the Cherry Hill Mart Ms. Shutt advised that the Board had previously indicated that they needed the result of the Special Magistrate meeting, but the item was postponed in July. She reviewed the options as contained in the agenda item, which involved a Purchase and Sale Agreement with the property owner. She said that the agreement would allow the CRA to buy the property at $400K which is $90K above the appraised value without the current tenant. She explained the tenant's right of first refusal and the eviction process. She stated that the CRA gave the owner six months to resolve the issue, but the CRA will not purchase the property with the tenant on the premises. Attorney Rossmell clarified that the closing date is automatically extended until they get a final judgement of eviction up to six months, and then if the seller can not clear the tenant by six months, the CRA would receive all deposits back. She stated that currently the closing date is set for August, and will be moved back to September and the six- month's time will commence from there. Board Member Kelley noted that there was an amended notice issued July 28th and they gave until August 16th for the owners to comply. She asked if anything has been done to- date or if there is an attempt being made to comply, because staff did not know it's current disposition. 8 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga wanted to move forward with the acquisition. He said that there was consensus on the Purchase and Sale agreement and the closing date will be amended to September. Chair Penserga opened Public Comment. Ernest Mignoli, 710 NE 7th Street, stated that he follows these items, and a lot of businesses in Boynton Beach are plagued with serious crimes and Covid. He stated that he found a ceremonial gun cartridge in a park and the Police disposed of it without paperwork. He commented that what the CRA is saying about the area being safe, is untrue. Susan Oyer, 140 SE 27th Way, stated that she liked what was being done in the Heart of Boynton. She commented that the Hurricane Alley building is 96 years old and is the oldest commercial building in Boynton Beach. She stated that she hoped before it is demolished, there would be a ceremony. No one else coming forward, Public Comment was closed. Motion Board Member Kelley moved to approve the Purchase and Sale Agreement with the closing date amended to September. Board Member Turkin seconded the motion. The motion passed unanimously. E. Discussion and Consideration of Revisions to the Economic Development Grant Program Guidelines and Applications for FY 2022-2023 Bonnie Nicklien, Grants and Project Manager, stated that they have two grant programs for new CRA District businesses: a 50% matching reimbursement grant for eligible project costs; and a rental assistance program to provide rental assistance for the first year. She said that this is in keeping with the CRA's plan to activate vacant commercial space, assist businesses and create jobs and a vibrant downtown. She explained what Staff is doing to prepare, and what they requested to have changed. She noted that permit fees are an eligible reimbursement expense when included as part of a contractor's quote or invoice. Chair Penserga opened Public Comment. Elizabeth Roque, Centennial Management, stated that the lease for Well's Landing did include what the requirements were, which was gray scale space and what they were responsible for, but thought perhaps they did not describe what that entailed and the cost they would incur. She apologized, and requested they not give up. She said that she thought it would be made to,work and whatever help that the CRA could give to assist tenants would be appreciated. 9 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Monica Cleckley stated that Ms. Nicklien has been amazing. She announced that she was the benefactor of the Rent Reimbursement Grant, and it helped her during the middle of the pandemic. She thanked Ms. Nicklien and the Board. No one else coming forward, Public Comments was closed. Motion Board member Turkin moved to approve 12 E. Board Member Hay seconded the motion. The motion passed unanimously. F. Discussion and Consideration of the Commercial Rent Grant Program Reimbursement Extension Guidelines and Applications for FY 2020-2021 Ms. Nicklein reviewed this item and stated that the Board previously decided to keep this as a 12-month program. She stated that in 2021, the Board approved 16 businesses, and three businesses applied for extensions and received them. Chair Penserga stated that he was fine with allowing the remaining six businesses to receive an extension, but no one thereafter. The rest of the Board agreed. G. Discussion and Consideration of a Draft RFP/RFQ for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard Tim Tack, Assistant CRA Director, reviewed the history of the property as contained on the agenda item. He said that the Board was directed to draft an RFP/RFQ in response to a Letter of Intent from the Post Office with a development timeline. He stated that the Postal Service is currently working on final design documents, and if issued, it would come back to the Board at the September 13th meeting. Chair Penserga opened floor for Public Comment. No one coming forward, Public Comment was closed. Motion Board Member Hay moved to proceed to publish. Board Member Kelley seconded the motion. The motion passed unanimously. 13. New Business A. Discussion and Consideration of Florida Technical Consultants, LLC Lease Extension 10 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Ms. Shutt reviewed the item and stated that Mr. Barton is requesting the same terms as was given to Hurricane Alley. She stated that it really could not be accommodated, but that staff will work with them to find a temporary place in the CRA District, so that he can take advantage of the CRA's grant program. James Barton, 533 E Ocean, stated that they are looking for a new space and hoped to stay as long as Ms. Kelly was there. He noted that the building is being maintained for the restaurant, and there was an issue with liability regarding a second method of egress, which has been alleviated. He said that they have approached Affiliated, regarding extending the lease with them and they agreed. He mentioned that they would like to remain inside if they can extend. Chair Penserga noted that staff recommended a four-month extension, but asked why they cannot stay until Hurricane Alley leaves. Ms. Shutt stated that there are some issues, and there is liability, as the office does not open to egress on the back. She said that Ms. Kelly's office has a direct staircase that goes directly out and Mr. Barton's office does not. Board Member Kelley deferred to her colleagues. Board Member Turkin thought the Board should treat Mr. Barton the same way as Ms. Kelly. Ms. Shutt explained how Ms. Kelly's agreement with Affiliated differed with Mr. Barton's situation. Board Member Hay supported allowing the extension until the building is demolished, and at that point, Mr. Barton must exit. Ms. Shutt commented that it could be a year or more. Mr. Barton stated he would release the CRA from any liability. Attorney Rossmell explained that whatever agreement is signed, the CRA must be able to terminate with a certain number of days' notice, or as necessary, to effectuate the closing. She said that she spoke with Affiliated and they are amenable to having tenants go past closing, as long as they give prior written approval to that amendment and the amendment allows for 30 days termination. She commented that any agreement crafted would allow Mr. Barton to stay past any closing, and would have to have the 30-day termination language and that Affiliated should sign off before the CRA could sign. She said that from a liability perspective, they could draft an extensive waiver and deliver they are accepting the property as is. Mr. Barton agreed with the 30-day notice of termination for any reason. 11 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Attorney Rossmell advised that she will draft an extension, and the Board will need to obtain Affiliate's prior written approval, if it will go past the closing date. Chair Penserga summarized that there will be a waiver of liability, a 30-day notice of termination and there can be an extension up until Affiliated takes over, in order to proceed with demolition of the property. Brief discussion followed about allowing a six-month extension with one six-month extension and they will still have the 30-day notice of termination. There was consensus for the language to come back to the Board at the next meeting. B. Discussion and Consideration of PBSO and the Fuel Discount for the Boynton Harbor Marina REVISED Motion Board Member Turkin moved to table this item. Board Member Hay seconded the motion. The motion passed unanimously. C. Consideration of Registration and Travel Expenses to Attend the International Economic Development Council Conference on September 18 - 21, 2022 in Oklahoma City, Oklahoma Ms. Shutt announced that the Board may receive an award in some categories at this Conference. She said that the item was submitted to determine if the Board would like to have a representative in attendance. She commented that she would like to attend. Board Member Kelley requested that they open a spot for an additional staff member to go, if possible, as they put in the work and deserve the bulk of the credit. She stated that she would relinquish her spot for a staff member to attend. Board Member Hay offered to attend. There was consensus to do to send representatives as discussed. D. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2022 Annual Conference on October 12-14 in Daytona Beach Chair Penserga reviewed this item and stated that he highly recommended going to this conference. He said that typically they budget for all the Board Members to attend and the event is handled on a reimbursement basis. He stated that if there is a spot available, he recommends that they extend an invitation to a CRA Advisory Board Members. 12 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Board Member Kelley stated that she attended last year and advised it was a crash course learning experience and she learned a lot of valuable information. Board Member Turkin advised that he will attend. Chair Penserga opened the floor for Public Comment. Ms. Oyer, 140 SE 27th Way, asked how much the conference in Oklahoma would cost per person and learned that the registration was $900. Ms. Shutt commented that staff were looking to see if they could attend for one day. She explained the travel expenses. Ms. Oyer commented that this is an exceptional amount of money spent and they would spend a minimum of $1,100. She thought one person should go and questioned if the award was worth $1,300 or$1,400 and if they could be mail the award. She said that she was fine with the conference held in Florida as it is educational. She commented that the funds are tax dollars and the Board should limit how much they are spending on these events. No one else coming forward, Public Comment was closed. E. CRA Board Discussion and Consideration of Executive Director's Annual Performance Review for FY 2022-2023 Motion Board Member Kelley moved to table item 13 E. Board Member Hay seconded the motion. Ms. Shutt said that she was fine with delaying the contract. Chair Penserga stated that the review period is August to August and they have three new Board Members that were not on the Board during that time, so they could not really evaluate her prior performance. He mentioned that in the future, they should work something out. Attorney Rossmell stated they can add language to say sometime before August and give it flexibility. Vote The motion passed unanimously. 14. CRA Projects in Progress 13 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga inquired if the Board wanted a presentation on any of the below items. Board Member Hay requested a presentation on Item 14 D. A. CRA Economic & Business Development Grant Program Update B. Boynton Beach Night Market Recap Board Member Turkin announced that he went to the Night Market and it was a great event. Amanda Meyer, Business Promotions and Event Coordinator, reviewed this item. Chair Penserga thanked her and her team. C. Social Media & Print Marketing Update D. MLK Jr. Boulevard Corridor Mixed-Use Project (d/b/a Heart of Boynton Village Apartments) Update Mr. Tack gave an update and stated that the timeframe for the development is on schedule. Board Member Hay stated he was very excited about the progress. He asked if there were any issues. Mr. Tack noted that there is a Comcast utility pole they are working around, but it will soon impact their progress. He said that he is trying to expedite its removal. 15. Future Agenda Items A. Semi-Annual Progress Report - MLK Jr. Boulevard Corridor Mixed Use Project (dba Heart of Boynton Village Apartments LLC) B. Semi-Annual Progress Report - MLK Jr. Boulevard Corridor Mixed Use Project (aka Heart of Boynton Village Shops) C. Discussion and Consideration of Purchase and Development Agreement with Pulte Home Company, LLC for the Cottage District Infill Housing Redevelopment Project D. Discussion and Consideration of.Purchase of Vacant Lot Located at NW 2nd Street from Boca Regional Hospital 14 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 16. Adjournment Motion There being no further business to discuss, Board Member Turkin moved to adjourn. Board Member Hay seconded the motion. The motion passed unanimously. The meeting was adjourned at 8:42 p.m. Catherine Cherry ' Minutes Specialist 15 a..s;�s, i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.A. SUBJECT: Discussion and Consideration of PBSO and the Fuel Discount for the Boynton Harbor Marina SUMMARY: On July 9, 2019 the CRA Board approved (Attachment 1) the current fuel discount program as follows (Attachment 11): • *Gas = $.10 off pump price for credit cards and $.15 off for cash (plus any and all required taxes if not already included) • *Diesel = $.15 off pump price for credit cards and $.20 off for cash (plus any and all required taxes if not already included). The CRA offers the Fuel Discount Program to all of their Boynton Harbor Marina Slip tenants, current"commercial" tenants of the Two Georges Marina, Jet Ski Rentals and the Boynton Beach Police Marine Unit since the Boynton Beach Police Department (BBPD) is the law enforcement agency rendering services in the CRA area. The Palm Beach County Sheriff's Office (PBSO) Marine Unit uses the Boynton Harbor Marina as a fuel source. PBSO sent a request asking for a law enforcement courtesy discount on fuel purchased from the marina (see Attachment 111). Since the PBSO is not one of the entities covered in the discount policy, Board approval will be required for the discount to be applied. The Board tabled the item pending the results of the PBSO merger at the August 9, 2022 CRA Board meeting. On August 16, 2022, the City Commission voted to terminate discussions with PBSO for law enforcement services. FISCAL IMPACT: FY 2021 -2023 Budget Line Item #01-51630-327 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Downtown Vision & Master Plan, Boynton Harbor Marina Master Redevelopment Plan CRA BOARD OPTIONS: 1. Approve The Palm Beach County Sheriff's Office (PBSO) Marine Unit to utilize the discount currently offered on fuel purchased from the marina. 2. Do not approve The Palm Beach County Sheriff's Office (PBSO) Marine Unit to utilize the discount currently offered on fuel purchased from the marina. 3. Provide alternative direction to staff upon further discussion. ATTACHMENTS: Description D Attachment I -07/09/2019 Meeting Minutes D Attachment II -Current Fuel Discount Program D Attachment III -07/22/2022 PBSO Email Request Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 9, 2019 which was $631 K, and the CRA's match was 20%. The City Commission already approved a Memorandum of Understanding to let FDOT do the design and construction work. The CRA needs to have $631K reserved and then will be reimbursed. The total cost of the project is about $3M, and the CRA share is $900K, but the money will not be available until 2023. Staff was anticipating price increases or cost overruns that may occur in five years. Staff was happy the CRA was receiving the grants and the project would come to fruition. Board Member McCray asked if staff thought it would be better to allocate the money this year or next. Ms. Shutt suggested next year because the funds for the design will be needed in 2020/2021. Board Member Romelus agreed the CRA should allocate funds for construction of the road as well and had no objections to allocate $250K this year. As the design progresses, more exact amounts will be available. Mr. Simon announced he would apprise the Board of any cost changes. There were no objections to increase the total allocation from $250K to $500K. Vice Chair Katz revisited the MLK item. There was $1.6M rolling over and staff had added an additional $162K to it and $100K to the Cottage District. He asked the Board, since there are upcoming meetings and the Chair would be at the next meeting, if they wanted to allocate the funds or keep the status quo. Board Member McCray supported staying the status quo until the Chair was present, sending it to the CRA Advisory Board and discussing it later. There were no objections. (Board Member Romelus left the dais at 8:42 p.m. and returned at 8:44 p.m.) B. Approval of the FY 2019 - 2021 Boynton Harbor Marina Dockage Lease Agreement REVISED Mr. Simon explained this item is renewed every two years and the Board would decide whether to increase the per linear foot dockage lease rate to the Marina tenants and review the fuel discount and transient dockage fees with a maximum of three nights. Comparison information on other Marina charges was provided to the Board. The rates will not change until the existing two-year lease agreement expired. The recommended increase for transient dockage was 50 cents, from $2 to $2.50 and the Board was to consider an adjustment to the fuel discount rates, which are very affordable. Staff recommended an increase from $19 to $19.50 per linear foot. Board Member McCray supported the recommendation. Since the lease is two years, it is a 25 cents per year increase. Board Member Penserga asked how the increased revenues would be used and learned it would offset the overall expenses for the Marina, such as insurance, operating, management, repairs and maintenance, association fees at Marina Village, and the revenues would be deposited into the overall Marina budget. It helps keep a lower than market rate. The Marina budget currently has in and out revenues of$1 M. This year, staff allocated $1 M. The Marina has been operating in the black since the Open Space project was finished and since most of 2016. Mr. Simon explained each year staff strives to be keep revenues 13 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida July 9, 2019 slightly above the last year. Board Member Romelus asked how surrounding Marina rates increased and requested year-over-year information. Mr. Simon agreed to provide the information and explained the surrounding marinas were always higher. He noted the Board has until September to accept that rate. Staff wants a new rate for the budget and have it approved in September with the new budget taking effect October 1. Board Member Romelus wanted to see the information before voting. There was agreement the item would be voted on at the next meeting. Vice Chair Katz noted the CRA offers a gas discount of 20 cents for gasoline and 30 cents on diesel; if using a credit card, the discount is 10 cents for gas and 20 cents for diesel. The CRA could consider a cash discount of 15 cents per gallon of gas and 20 cents per gallon of diesel and a credit card discount of 10 cents per gallon of gas and 15 cents per gallon of diesel, which is in-line with other marinas. Mr. Simon commented in addition to the slip rate and the advertisements the marina gives the businesses there, the fuel discount is a discount to the tenants and an expense to the CRA. The lack of potential revenue is about $6,500 to $7,000. By changing the cost, it still provides a discount, but not the full amount. Mr. Simon was aware there is a discount card boat owners receive, which offers a 10-cent discount. Not very many municipal marinas that have fuel at the marina. The nearest marina that does provide fuel the CRA competes with is the Palm Beach Yacht Center. The CRA provides the discount to local businesses and marina tenants. It is a benefit to keep businesses in a better economic position. There was agreement on the change. Vice Chair Katz noted the transient dockage fee increased from $2 to $2.50. Board Member Romelus wanted a yearly revenue. Mr. Simon agreed to provide it. Motion Board Member Romelus moved to approve the fuel increase. Board Member McCray seconded the motion that unanimously passed. Motion Board Member McCray moved to table the remainder of the item to the next CRA meeting. Board Member Romelus seconded the motion that unanimously passed. Motion Board Member McCray moved have the CRA Advisory Board review the items. Board Member Romelus seconded the motion that unanimously passed. C. Consideration of First Amendment to the Interlocal Agreement (ILA) Between the Boynton Beach CRA and City of Boynton Beach for additional funding associated with the Sara Sims Park Improvement Project. 14 Aq Fuel Bock& Slips FUEL DISCOUNT POLICY • All vessels moored within the marina basin including Boynton Harbor Marina Tenants, Two Georges Marina Tenants, Sea Mist Marina Tenants, and Boynton Beach Police Boats are offered a fuel discount at The Boynton Harbor Marina Fuel Dock. • Discount will be extended to those renting boats from marina tenants. • Discount will not be extended to outside vessels that are not currently moored within the marina basin under any circumstance, even if a marina tenant is on board at the time of fueling. • The discount will not be extended to a tenant's "other" vessel that is kept at a location other than the Boynton Harbor Marina basin. • Gas discount is $.15 off per gallon for cash and $.10 off for credit card. • Diesel discount is $.20 off per gallon for cash and $.15 off per gallon for credit card. • All methods of payment normally accepted at the fuel dock will be accepted for discount fuel sales. • The discount is offered seven days per week. Boynton Harbor Marina 735 Casa Loma Boulevard, Boynton Beach, FL 33435 Office: 561-735-7955 Hill, Vicki From: Frieze, Randi J. <FriezeR@pbso.org> Sent: Friday,July 22, 2022 1:00 PM To: 'Brian Smith' Subject: RE: PBSO fuel for our Marine Unit Brian, will you allow PBSO a discount on the gas that we get from you ? Regards, Randi Frieze, CPPB Procurement Analyst II Palm Beach Sheriff's Office Office: 561-688-3264 friezer@pbso.org -----Original Message----- From: Brian Smith <bsmith@wptmarine.com> Sent:Thursday,July 14, 2022 12:42 PM To: Frieze, Randi J. <FriezeR@pbso.org> Subject: RE: New Vendor Forms to fill out please **This email was sent from an external (non-PBSO) source.** Hey, sorry I thought you were copied on this on Tuesday. Our finance director filled it all out, see attached. Thanks, Brian Smith Waypoint Marine Inc. P.O. Box 747 Boynton Beach FL. 33425 561-703-2185 bsmith@wptmarine.com Marina Manager: Boynton Harbor Marina Marina Village Marina -----Original Message----- From: Frieze, Randi J. <FriezeR@pbso.org> Sent:Thursday,July 14, 2022 12:37 PM To: 'bsmith@wptmarine.com' <bsmith@wptmarine.com> Subject: FW: New Vendor Forms to fill out please 1 Importance: High Hello, I have not heard from you... -----Original Message----- From: Frieze, Randi J. Sent:Tuesday,July 12, 2022 10:06 AM To: 'bsmith@wptmarine.com' <bsmith@wptmarine.com> Cc: Purchasing ISupplier<purchasingisupplier@pbso.org>; Bozdech, Sean A. <BozdechS@pbso.org> Subject: New Vendor Forms to fill out please Importance: High 7/12/22 Boynton Harbor Marina Att: Brian Smith Ph: 561-735-7955 Email: bsmith@wptmarine.com Mr. Smith, Please fill out the attached forms so that we can get you into our system as a vendor and send you purchase orders and payments. One form needs to be notarized. Regards, Randi Frieze, CPPB Procurement Analyst II Palm Beach Sheriff's Office 3350 Gun Club Road West Palm Beach, FL 33406 Office: 561-688-3264 friezer@pbso.org 2 a..s;�s' i �Y V ` B E AC H !a sii C�d R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.13. SUBJECT: Discussion and Consideration of a Draft RFP/RFQ for the CRA-owned Property located at 401- 411 E. Boynton Beach Boulevard SUMMARY: On June 14, 2022, the CRA Board directed staff to draft a Request for Proposal/Request for Qualifications (RFP/RFQ) in accordance with the Letter of Intent (LOI) from the U.S. Postal Service (USPS) at the 401 - 411 E. Boynton Beach Boulevard properties (see Attachments I & I I). On August 9, 2022, the CRA board approved a motion to publish the draft RFP/RFQ as presented. The final draft of RFP/RFQ (see Attachment I I I) has been updated to provide revised drawings that include additional building shell requirements the developers will be able use as guidelines for their proposal. BACKGROUND: On June 3, 2022, the CRA received a Letter of Intent from the U.S. Postal Service (USPS) (see Attachment III). Due to the pending sale of the current USPS location at 217 N. Seacrest Boulevard, the USPS needs to relocate its retail operation and expressed the importance of maintaining the retail component east of I-95 within the downtown area. The USPS LOI proposed the CRA issue a Request for Proposals (RFP) to qualified parties to purchase the CRA-owned parcels and construct a freestanding building which the USPS will lease on a long term basis. The construction would include a 3,474 square foot retail post office with 22 parking spaces. The lease would be a 10-year firm initial lease with two 5-year renewal options and that the lease and rent is backed by the USPS which in turn is backed by the US Treasury. The standard requirements, evaluation criteria and the proposed schedule that were approved to be included in the RFP/RFQ are listed below: STANDARD REQUIREMENTS: • Creation of a new retail post office approximately three thousand four hundred seventy-four (3,474) gross square feet with a thirty foot (30') loading dock; • Consideration of incorporating adjacent properties into the overall project; • Incorporation of a reverter clauses associated with CRA owned parcels; • Incorporation of first-right-of refusal clauses associated with CRA owned parcels; • Incorporation of terms for adherence to development timelines and property exchanges; EVALUATION CRITERIA: • Experience in completing comparable development projects within markets similar to the project area as the proposing team; • Proposer's financial terms, purchase price, and development and operating proforma; • Proposer's financial capacity to complete the proposed project; and, • Proposed plan or program (including monitoring mechanisms) to engage local contractors, sub-contractors, and laborers in the project as well as apprenticeship programs. PROPOSED SCHEDULE RFP/RFQ: • RFP Approval by CRA Board (subject to legal review): September 13, 2022 • Issue Date of RFP/RFQ: September 30, 2022 • Voluntary Pre-Submission Meeting: October 18, 2022 • Question/Request for Clarification Deadline: October 31, 2022 • Submittal Deadline: November 29, 2022 • Presentation to BBCRA Board: January 10, 2023 • Draft Purchase and Development (P&D)Agreement: March 14, 2023 • CRAB Review of P&D Agreement April 7, 2023 • BBCRA Board Approval P&D Agreement: May 9, 2023 FISCAL IMPACT: To be determined by the CRA Board. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the RFP/RFQ for the CRA-owned property located at 401-411 E. Boynton Beach Boulevard and issue subject to USPS and final CRA legal review. 2. Do not approve RFP/RFQ for the CRA-owned property located at 401-411 E. Boynton Beach Boulevard. 3. Alternate determination based on CRA Board discussion and consideration. ATTACHMENTS: Description D Attachment I - Property Location Map D Attachment II - Letter of Intent from U.S. Postal Service D Attachment III - Final RFP/RFQ �s i za a f , 1 y, r *-t 1IM. j (I IBM - If - - z }_fid 5 m a W CL { � � 1 06 CL lS �IY lit�ij� LJ r,r t� d r v= y f }t F I i f NEW tl 1�1 1 ti5��`it4�_ 2i11l1r��t ' �, F'I GOLL U.S. Postal Service Lease Proposal Boynton Beach Relocation Thuy Shutt, AIA, FRA RA Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. Boynton Beach, FL 33435 June 3, 2022 Re: 401-411 E. Boynton Beach Blvd., Boynton Beach, FL Dear Ms. Shutt, On behalf of the United States Postal Service (USPS), Jones Lang LaSalle is pleased to submit this Letter of Intent (LOI) to the Boynton Beach CRA. Due to the pending sale of the current USPS location, USPS needs to relocate its retail operation. To continue to best serve the community, USPS seeks a new location as close as possible to the downtown hub. The CRA-owned property at 401-411 E. Boynton Beach Blvd. is an ideal site. However, because USPS is unable to purchase the land directly and construct a new building itself, they are respectfully requesting the CRA's assistance with the following solution: for the CRA to utilize Option II of its LOI Policy to issue a Request for Proposals to qualified parties to purchase the CRA-owned parcel and construct a freestanding building which USPS will lease on a long-term basis. Following are the details of this requirement: 1. USPS Building Requirements: Premises Size: 3,490 SF Premises Type: Retail post office Docks Required: One(1)dock Parking: 22 Spaces 2. Form of Lease: As a federal entity, USPS is required to utilize its lease form. 3. Rental Type: USPS seeks a modified gross lease, whereby the landlord would have responsibility for maintaining the building and grounds. 4. Space Condition: USPS will provide a complete design which the landlord shall use to construct the building shell. USPS will build out the interior itself. 5. Lease Term: 120 Months (possibly longer), with two (2)five-year options to renew. Please feel free to contact me with any further clarification or questions in order to help you expedite your response. Page 1 of 3 GOLL U.S. Postal Service Lease Proposal Boynton Beach Relocation Sincerely, Sarah Kutner, Senior Transaction Manager Jones Lang LaSalle Email: Sarah.Kutner@am.jll.com Tel: (202)719-6135 cc: Richard Hancock, USPS Steve Robinson, JLL Page 2 of 3 GOLL U.S. Postal Service Lease Proposal Boynton Beach Relocation Attachment A USPS Concept Plan Land Survey f I I I J ------------- . _ __ ,A w fl I (,"T SITE PLNN/FLOON PLAN UJ - STATE ROAD 804-OOY14TON BEACH BLVD a �� •N a r �� eu �� ,�, I� .+uEr , i4 �n. � r. LOT 6 T(; LCT LT c5 LOT J LOT 2 LCT I 14 m ,A A Yq_y STATE RUA NPUN @EI,,H SL,.13 .s - Ci Page 3 of 3 NE 3RD STREET O— m — — mm 17' 0 v I m Z G) { z� s o Ln �� m T D r M, ------------- Fl - DIN m m O FE m D AI w s _ m I 0 A � - r m i O 1 � � f X zP y - m n O = n z m m m _ m — — — — — — — D 120' n x x xx n x 2 o a mZ vim wQ� I W A'z0 G N�� I PROPOSED JDSE E.BLANCO-ARCHITECT o v BOYNTON BEACH FINANCE T 431411 BOYNTON BEACH BLVD. X BOYNTON BEACH.FL. oEE�r 3wz .,0 334359993 1 f 4 6 I i - oR-20 7'2 o-< 9g.t7(c) � oN oo pyo Fo 2LY 45' so(vJ bo +d, " m vim. n A D tui' m cn oc m 9� - A $ _ o aot)A ) o 221 91 112 ar - < -soo38b2 e 120.00 'as , I 8M , o(v) a LiNEs I (�wicu)Lo e. I se o s.°o �s o f- I I I_ RAI LROq w AVE ioe ausEic aAy LP) --_ o'. Amo - - ____ - g- so 9w-o gsg ✓ � Lit _ - - In i NAVD88 oemr°u°x e P.B,&Pe. --f s°x� BOUNDARY AND TOPO SURVEY FOR N eouNoarev nNo.ovo suavEr FIL omoazozo - bFriL—VE LLC e zo-m10 °- " BOYNTON BEACH vaoFesslomal suavenmo amu M 33441 ee N° 12de SE 12THAVE 7E5FFIftD BFAGi.FLh0— w COMMUNITY REDEVELOPMENTAGENCY °E.��RTH °`A°2°R1"°""°h0 6L of 1 From: Hancock, Richard A-Greensboro,NC To: Shutt,Thuy Cc: Tack,Timothy; Utterback,Theresa;Curfman,Vicki Subject: RE: [EXTERNAL]401-411 E. Boynton Beach Boulevard Property and LOI Policy Date: Friday,June 3, 2022 10:12:32 AM Attachments: imaae001.pna innage002.Ung imaae003.pna imaae004.pna imaae005.pna innage006.Ung USPS Proposal-Boynton Beach .pdf Hi Thuy, Per your request please see below in response to your questions. • Provide a brief description of the financial structure for the proposal (you had verbally indicate a 15 year Treasury Bond —please provide details) and physical redevelopment of your proposed project. For instance, will specifications for the site elements and building shell be provided to the CRA for the Request for Proposal and Developer's Qualifications (RFP/RFQ) Package? The Postal Service can commit to a 10 year firm initial lease with two 5 year renewal options. The 15 year term I mentioned would require [ICS approvals. The lease and rent is backed by the Postal Services which is in turn backed up by the US Treasury. There is no Bond. Per#4 in the Proposal the Postal Service will be providing the Design documentation to the C'RA. • Provide a brief description of your proposed redevelopment timeline from execution of a purchase and development contract to project completion. The tirrieline is dependent on the C'RA and the proposed construction timeline as well as the Postal Services final project approvals based on hard lease and construction costs. For a ballpark new space development we estimate approximately one year for completion. Very tentative tirrieline. • Provide the amount of assistance, financial or otherwise, you would be seeking from the CRA. The Postal Service is seeking no assistance of any kind from the C'RA. This is a request to lease a to be constructed new Postal Retailfacility on C'RA property at fair market rates. Thank you, Rick Richard Hancock Real Estate Specialist USPS Facilities PO Box 27497 Greensboro, NC 27498-1103 336-665-2848 336-324-7891 (Cell) rich ard.a.hancock2@usps. ov From: Shutt, Thuy<ShuttT@bbfl.us> Sent: Friday,June 3, 2022 9:51 AM To: Hancock, Richard A-Greensboro, NC<Richard.A.Hancock2@usps.gov> Cc: Tack, Timothy<TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us>; Curfman, Vicki <CurfmanV@bbfl.us> Subject: RE: [EXTERNAL] 401-411 E. Boynton Beach Boulevard Property and LOI Policy CAUTION: This email originated from outside USPS. STOP and CONSIDER before responding, clicking on links, or opening attachments. Good afternoon Rick, In anticipation and preparation for our June 14, 2022 CRA Board meeting, I wanted to reach out to you regarding your Letter of Interest (LOI) submitted to us today and the conceptual site plan that was previously submitted on May 10th for the CRA owned properties located at 401-411 E. Boynton Beach Boulevard. It would be to Board's benefit during their discussion of the item to have a few more details concerning your LOI and proposed project. Would please provide responses to the following items: • Provide a brief description of the financial structure for the proposal (you had verbally indicate a 15 year Treasury Bond —please provide details) and physical redevelopment of your proposed project. For instance, will specifications for the site elements and building shell be provided to the CRA for the Request for Proposal and Developer's Qualifications (RFP/RFQ) Package? • Provide a brief description of your proposed redevelopment timeline from execution of a purchase and development contract to project completion. • Provide the amount of assistance, financial or otherwise, you would be seeking from the CRA. I am out of the office today but Tim Tack, our Assistant Director will be working on the agenda item today. Responses to the items listed above will need to be submitted to Tim as soon as possible but no later than the end of day Monday,June 6, 2022 in order to be included in the June 14, 2022 CRA Board meeting documentation. If you have any question, please do not hesitate to contact Tim at (561) 600-9091. Thank you. Thuy S-hu'U, AIA, FRA-RA I:.X e1,u I;Ve. ii; er 0 10`0 t . (-),,-�.a . Ave. ire �w�. 1 e a�., F �:� ,..�a J 341 3 j ��C http://www.boyntonbeachcra.com America's Gateway to the Gulfstream I ea cnyea �� e�� aP � -ga asah a _ re_� . � uvea .� a ��i � .r�Or �� c « r:,e �� aern mu e s �.�� 1 _. c.0 cr 0 .11u rr _ ay.1 erre u. c e _ rc 1 her c re r e r a : c r nU c,an ,a ';O Ur e r a ,a c : rr r e � 1e•.- 0:Ure. From: Hancock, Richard A-Greensboro, NC<Richard.A.Hancock2Lusas. ov> Sent: Friday,June 3, 2022 9:09 AM To: Shutt, Thuy<ShuttT anbbfl.us> Cc: Tack, Timothy<TackT anbbfl.us>; Utterback, Theresa <UtterbackT anbbfl.us> Subject: RE: [EXTERNAL] 401-411 E. Boynton Beach Boulevard Property and LOI Policy Hi Thuy, Good morning, please see attached the Postal proposal to lease a to be constructed building based on our requirements on the property referenced. We look forward to moving this project forward. Please contact me with any questions or if you need additional information. Thank you, Rick Richard Hancock Real Estate Specialist USPS Facilities PO Box 27497 Greensboro, NC 27498-1103 336-665-2848 336-324-7891 (Cell) richard.a.hancock2@uses. ov From: Shutt, Thuy<ShuttT anbbfl.us> Sent: Friday, April 1, 2022 11:17 PM To: Hancock, Richard A-Greensboro, NC<Richard.A.Hancock2Lusas. ov> Cc: Tack, Timothy<TackT anbbfl.us>; Utterback, Theresa <UtterbackT anbbfl.us> Subject: [EXTERNAL] 401-411 E. Boynton Beach Boulevard Property and LOI Policy CAUTION: This email originated from outside USPS. STOP and CONSIDER before responding, clicking on links, or opening attachments. Hi, Rick, As requested, I am attaching some documents for the site. We have demolished the easternmost building(409-411 E. Boynton Beach Blvd.) and sodded the vacant lots (see picture). The only structure remaining is the 401 E. Boynton Beach Blvd. building (see survey for size). I have also attached the Appraisal (pre-demolition) and the CRA LOI Policy. Let me know if you need anything else. Thank you and have a great weekend! Thuy S,hu'U, AIA, FRA-RA I:.X eruI iVe. ii; er 0 3 OV w Y. Y: «E w r err i ``-I http://www.boyntonbeachcra.com America's Gateway to the Gulfstream " ea c nye a �� c�� u . 0 a� u n� u. _ �e_ . � uv� u . u �0r r -i 11r �e « r:,e v� a err mu c . �� << _ e.0 c � .J1a r _ ay., erre u. e c _ r e_ 1�e c e r a : c r r:u -ah ,a ';oUr e r a ,a c : rr r e , 1e•.- 0:Ure. r BOYIN I %J "CRAh i,,, ,Jir?trs tj{'rt r,,: &411 E. Boynton Beach Boulevard, Boynton Beach, FL 33435, a property owned by the Boynton Beach Community Redevelopment Agency. USPS is unable to purchase the land directly and is looking for a developer to purchase the land and construct a new retail post office with a loading dock and parking lot. The Project Site is approximately .383 acres and it is currently zoned C-3 (Community Commercial) with a Local Retail Commercial (LRC) Future Land Use Classification. The property is located within the Boynton Beach Boulevard District, which is described in the 2016 BBCRA Community Redevelopment Plan (the "BBCRA Plan").The BBCRA Plan may be accessed online at https://www.boyntonbeachcra.com/home/showpublisheddocument/14/637296289931970000 (see pages 55-70). It carries a recommended Future Land Use of Mixed-Use Medium with a corresponding Zoning designation of Mixed-Use Core. The recommended land use and zoning designations provide for a density of forty(40) units per acre with a maximum allowable building height of seventy-five feet (75'). 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 BBCRA Plan. The BBCRA Plan may be accessed on the BBCRA website: www.boyntonbeachcra.com. 2. Community and Economic Setting The City of Boynton Beach (City), with a population of eighty thousand (80,000), is the third largest city in Palm Beach County, Florida. It is located approximately forty-five (45) miles north of Miami and fifteen (15) miles south of West Palm Beach. This puts it in the heart of southeast Florida's rapidly growing tri-county Miami-Dade/Broward/Palm Beach metropolitan area. Boynton Beach has direct access to the Intracoastal Waterway, Interstate 95 (I-95)and the Florida Turnpike. It also has a market of more than six (6) million people within a two-hour radius and ready access to three international airports, two major rail lines, as well as the Tri-Rail regional commuter rail system. 3. Survey and Appraisal An aerial boundary and parcel map along with a copy of the property survey are included with this RFP-RFQ as Attachments "A," Aerial Map/Parcel Map and "B," Survey of BBCRA Owned 01783717-1 Page 2 of 33 Properties. All appraisals and surveys of the subject properties that make up the Project Site are available 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 financial components of a Proposal. The appraised value of the 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 https://discover.pbcgov.org/pzb/administration/Pages/Impact-Fees.aspx 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 October 18, 2022 at 4:00 p.m. (EST) in Commission Chambers in City Hall, 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 Mr. Timothy Tack, BBCRA Assistant Director, at TackT@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 01783717-1 Page 3 of 33 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 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 new retail post office approximately two thousand nine hundred forty-four (2,944) gross square feet with a thirty foot (30'). loading dock. See Attachment "C", USPS Requirements for additional requirements. b. Parking Lot with the amount of parking spaces required for the development. 10. Required Elements of Proposals. Proposals must contain all of the following documents and information in order to be deemed complete. Proposals not deemed complete may be rejected. Attachment "D" contains a checklist to help proposers ensure Proposals are complete. a. Provide a general written statement describing the qualifications and background of the proposer including any financial (including equity) partner. b. Provide a completed Attachment "E", Proposer(s) Information. c. 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. d. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ. e. 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. f. Provide a written list of similar 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, project addresses,client contact information,dates the projects were completed, and general project description. For projects that are public- 01783717-1 Page 4 of 33 private 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, in addition to the USPS and, if known at the time of submission, any 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. g. 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. h. 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 01783717-1 Page 5 of 33 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 the proposed variances or changes; and, (2) a proposed concept with the proposed variances or changes. i. 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. j. 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." k. 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 01783717-1 Page 6 of 33 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. I. 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. m. 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. n. 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 Site, 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 (10) 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. 01783717-1 Page 7 of 33 o. A signed written statement of intent to purchase the Project Site indicating the proposed purchase price along with a statement of willingness to execute a Purchase and Development Agreement within ninety (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. p. Provide authorization to perform a credit check for each proposer or business entity. The authorization form must be executed by the appropriate officer of proposer entity (see Attachments "G" and "G.i." Disclosure and Authorization to Perform Credit Check forms). q. 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. r. Provide a statement as to whether 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. s. Provide a PowerPoint presentation of the Proposal, consisting of no more than fifteen (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). t. Provide 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 proposed Project (see Attachment "H," City of Boynton Beach Planning and Development Department Meeting Verification Form). 01783717-1 Page 8 of 33 u. All other requirements contained in this RFP/RFQ, including all attachments that request a response or information from the proposer. v. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ (see Attachment "I," Acknowledgement Letter). 11. Submittal Requirements. a. Location and Deadline. Proposals must be received by the BBCRA at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 on or before November 29, 2022, 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 set up on the 1st Floor Lobby. 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 complete Proposal and one (1) digital copy of the complete Proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: Request for Proposals and Developer Qualifications for the United States Postal Service Boynton Beach Downtown Station Project Boynton Beach Community Redevelopment Agency City of Boynton Beach, Florida Issue Date: September 30, 2022 Submittal Deadline: November 29, 2022, 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. 01783717-1 Page 9 of 33 f. Proposal validity. Proposals shall remain valid and binding on proposers for one hundred eighty (180) days after the submittal date. 12. RFP/RFQ Documents. The following planning and site documents are incorporated as part of this RFP/RFQ and may be obtained from the BBCRA office or https://www.boyntonbeachcra.com/business® development/rfps-rfgs-itbs. • Aerial Map/Parcel Map of 401, 407 & 411 E. Boynton Beach Boulevard (see Attachment "A") • Survey of BBCRA Owned Properties (see Attachment "B") • Development Proposal for USPS Requirements (see Attachment "C") • Appraisal • Phase I Environmental Report • 2016 Boynton Beach Community Redevelopment Plan In addition, all proposers are encouraged to walk the Project Site and will be assumed to have performed all necessary inspections on the property. 13. RFP/RFQ Proposal Evaluation and Selection Process. The BBCRA staff shall review each Proposal and make a determination as to whether each Proposal meets the minimum submission requirements for review, including whether the Proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP/RFQ. A proposer's failure to provide a substantially complete RFP/RFQ response submission may result in the submission not being evaluated. The BBCRA 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 based on the information provided and on the following criteria, which are listed below in order of importance. 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. The primary focus of the evaluation 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: the proposer's 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 01783717-1 Page 10 of 33 chooses to provide at this stage;the proposer's 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's 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 are on other criteria. 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 proposer's analyses, assumptions,and strategies, including: the market, development/construction, financing, operating, and other elements of the Proposal; (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 criterion will be evaluated for the value of the proposed sale terms, any subsidy requested from the BBCRA, 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, along with 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 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 operational efficiency, aesthetic quality, and the amenities of the Project. 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; 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; will be considered. 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. 01783717-1 Page 11 of 33 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 Board at a public meeting. The proposers will present their proposals and their PowerPoint slide presentations before the BBCRA Board at their regular scheduled meetings in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. In the selection of the successful proposer (if any), the BBCRA Board will consider all proposals that meet the minimum submission requirements for review,the BBCRA staff review, the BBCRA Advisory Board recommendation, and/or any other relevant data. 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. L Any Purchase and Development Agreement must be in a form approved by the BBCRA Board and BBCRA legal counsel. ii. If the BBCRA and the successful proposer are not able to agree upon a Purchase and Development Agreement satisfactory to both parties within ninety (90) days of the selection of the successful proposer, proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. iii. If the BBCRA sends an agreed-upon Purchase and Development Agreement, or sends a Purchase and Development Agreement with a communication that informs the proposer that the agreement constitutes the BBCRA's final offer, and proposer fails to return an executed copy of the provided Purchase and Development Agreement within 30 days of receipt of such agreement from the BBCRA, the negotiations are deemed terminated unless the BBCRA explicitly extends the deadline in writing. iv. The BBCRA may withdraw its offer of agreement, including a final offer, at any time prior to acceptance of such agreement. Upon termination of negotiations or withdrawal of offer of agreement, the BBCRA may move forward as it deems appropriate, which may include entering into negotiations with another proposer, re-advertising the RFP/RFQ, electing to terminate the RFP/RFQ process, or any other action it deems to be in the best interest of the BBCRA. 01783717-1 Page 12 of 33 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. Other proposals may 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. RFP Approval by CRA Board (subject to legal review): September 13, 2022 Issue Date of RFP/RFQ: September 30, 2022 Voluntary Pre-Submission Meeting: October 18, 2022 Question/Request for Clarification Deadline: October 31, 2022 Submittal Deadline: November 29, 2022 Presentation to BBCRA Board: January 10, 2022 Draft Purchase and Development (P&D) Agreement: March 14, 2023 CRAB Review of P&D Agreement April 7, 2023 BBCRA Board Approval P&D Agreement: May 9, 2023 (Note: Dates above 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: Timothy Tack, Assistant Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 Phone: (561) 600-9091 Fax: (561) 737-3258 Email: TackTUa bbfl.us b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, and requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than October 31, 2022. All answers to questions, clarifications, and interpretations will be issued in the form of an addenda, which becomes a 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 01783717-1 Page 13 of 33 Proposal (see Attachment "1"). 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 seventy-two (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 Proposal. Further, during the same time period, proposer or persons acting on proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP/RFQ. Communication prohibited by this RFP/RFQ, or by any other state, federal, or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the Proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the proposer's Proposal. For purposes of this section, persons acting on proposer's behalf shall include, but not be limited to,the proposer's employees, partners, attorneys, officers, directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the proposer. This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP/RFQ and shall terminate at 1) the time the BBCRA Board selects a proposer, rejects all Proposals, or otherwise takes action which ends the solicitation process; or 2) at the end of the seventy-two (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; 01783717-1 Page 14 of 33 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; L 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 one or more successful Proposals or proposers it deems will be in the best interests of the BBCRA, regardless of which Proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP/RFQ for all Proposals or for a specific Proposal; o. Waive any formalities associated with this RFP/RFQ; p. Negotiate agreements, abandon or withdraw from negotiations, approve agreements, and take other similar actions as a result of this RFP/RFQ. Any proposer who submits a Proposal in response to this RFP/RFQ fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP/RFQ, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP/RFQ, proposer or proposer's Proposal may be disqualified. 17. Protests. The Bid Protest Policy is available upon request. Submittal of a Proposal in response to this RFP/RFQ constitutes acceptance of this policy. 18. Non-Discrimination. The selected proposer, on behalf of itself, its successors and its assigns, agrees that no person shall, on the ground of race, color, disability, national origin, religion, age, familial status, sex, or sexual orientation, be subjected to discrimination in any way that is associated with the RFP/RFQ, the BBCRA, the Proposal, any agreement resulting from this RFP/RFQ, or the Project. 19. Permits, Taxes, Licenses and Laws. The successful proposer will be required to pay for and/or obtain, at its own expense, all permits, licenses, fees, and taxes required, and to comply with all federal, state, and local laws, 01783717-1 Page 15 of 33 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/RFQ to be of non-confidential and/or non- proprietary in 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. 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, huttTkbbfl.us. 22. Public Entity Crimes Statement. 01783717-1 Page 16 of 33 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, , 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 thirty-six (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 "K" 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 "L," Drug Free Workplace Certification. 24. E-Verify. In any agreement resulting from this RFP/RFQ, the proposer will be required to warrant, for itself and its subcontractors, compliance with all federal immigration laws and regulations that relate to their employees. Proposer agrees and acknowledges that the BBCRA is a public employer that is subject to the E-verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec. 448.095 will apply to such an agreement. 25. Authorization for Release of Information Proposer consents to the BBCRA checking references and contacting prior stakeholders concerning past projects proposer has completed. Bidders must complete Attachment "M" Authorization for Release of Information. 26. 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. Proposers must complete Attachment "N," Certification of Non-Scrutinized Entity. END OF MAIN DOCUMENT PROCEED TO ATTACHMENTS 01783717-1 Page 17 of 33 01783717-1 Page 18 of 33 LIST OF ATTACHMENTS: A. AERIAL MAP/PARCEL MAP B. SURVEY OF BBCRA OWNED PROPERTIES C. USPS REQUIREMENTS i. Requirement Overview ii. Facility Planning Concept Summary iii. Development Proposal iv. USPS Lease Form D. PROPOSAL CHECKLIST E. PROPOSER(S) INFORMATION F. PROPOSED PROJECT FUNDING USES AND SOURCES INFORMATION G. DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK (PRINCIPAL OWNERS) i. AUTHORIZATION TO PERFORM CREDIT CHECK (BUSINESS) H. CITY OF BOYNTON BEACH PLANNING AND DEVELOPMENT DEPARTMENT MEETING VERIFICATION FORM I. ACKNOWLEDGMENT LETTER J. ADDENDA ACKNOWLEDGEMENT K. PUBLIC ENTITY CRIMES STATEMENT L. CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM M. AUTHORIZATION FOR RELEASE OF INFORMATION N. 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ARDEN PARK ADD - t rttht } "" 1(tl�14U�1YIt�tA � `� s3 �i Book 32246 Page 398 Se Dai��, l It k lte=. FEB 2021 � 1 � 3 t t � ��t �� ri' II 100 E OCEAN AVE FLOOR y€ s. 4 S}s it t Z add.e.; } BOYNTON BEACH FL i33435 4515 E se.Type 1100-STORES .Square e e ` it � nt l�_ t yy Sales InfOrl7lationt }fj,�tt� its 1.,'�'�' {t}i�iJ t, t}j, isls(s it�t4,ii tt , tl tit tt,fl,{tt ! ,ts gr,t,iSet(..,i.s>+�„„ti,it Sales Date Priceo 1� ee �) ', e i, f� 1}eti ti1��it,f }dirt \tiw4�Sl�e'9r SlS��?tJr�s�71F�7iti1V(it rte IIS t�ityl�ti(.A`�t�� ,1, , i h 4� i, ,,c i,7r, t sn �, t�.i 1 Ito i. �i!il rr, ti FEB 2021 917000 =- .�". .'.:., :— F Ei#y^ratnn Bach Blvd - ,,,,, r, SEP-2013 10 SEP-2010 10 ,;ti ill t! til t,,nttty ltil tiii� tl 7 ! 7 s �{ t,1�tt V JAN 2006 10 AN 2006 325000 ,l t-.tlill��t, k 1ol fits e r i i i�r i�ri i i i i i�r i�ri i i i i iri�r iii 1 �� AA �1S }i tl»~�`•i 1t�i i��4t 1t11 � ju� ' Appraisals p p Tax Year 2021 e . Va.we=. $133,960 E tstl= t i ' jnl4eti. - - tt E .° `��..we=. $177,716 t ' . -Z3 n I 4 1! t .()�ai Market I..-e. All values are as of January 1 st ii}�llt ttr it iS 1i1s lli e� it}_ itis i��t,, i. q�- {t each year U v, Assessed/Taxable values ,i ! �t t,,i ° Tax Year 2021 �,, fit' x A^sess t.. e=. $311,676 ti��tt 7 I } tlf! .a l,y 'ail}rl �l} RIS # t tri ttt xen 0 xe t. e $31 1 6$ Y r9, i i>>A �ittl — (it u �. K Taxes 1 i Tax Year 2021 tit1� Ad ! e. $6,613 u„ l t � ..,:e.'^ $1550, ,, $8163 ,_{ �i Yr t�1 lYjUY�S i i �1tti t i t - ® it i https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521180000060 1/1 ATTACHMENT "B" SURVEY OF BBCRA OWNED PROPERTIES ['ADN30VA 1N aWd Od0 INAOI ONN 08 woo ... .o,p JTT wsd,asdM H3tl38 NO1NA08 ° «ouNxp p,� My a�Idp INI..aN 10 45 �tl�vae htv 1i�35°K�µ y� OlLO—OZ ONIddtlW OM/ONU 3AMlIS ItlNOlSS3�0bd pZ oa5 Au,n510 a�° ; uo1+zep BBOAHN 145 v I I1R, .*f it,E,E,x .G o d a � � �g F Boz ��p�a s � a�e;a��= < < axe £ s< s o sans =<ae` Waa 9 �mQ=aoop�<w' m§xaxsp .o a= w .:5 a smm< o a . s�a,`a1 � -6 8 --o0° i 4H bpi H. � noo'< Sem �� ep §��Mffi GLL��s<�o �_� �o w do== s� v� F6� rya = a ;H, c, uxnxxuxnxx.x.xxxuxxxnxxnn;;.®ux®ue®®xn°®xenxnno®nnx®uxx;; ��<� G �gN �< "o} ., pam awe"�� J�bg ai3�Laa�uLLaW�..��oes��Woie ��a��=aao_a Ui'�€�'s�o �`=d U9p- �"�'e�'�� N ' 'IF a, o< �� < _pbo8i� - 3A Ob0bllba L YONI 9 _ r hJ� I _Im^ I Il�my� o I �I I •$$4 g 'p b � I I I 1 a a 3.ZO B£OOsY s <• a� rvz � �4r � i =5 C� P 4 • W. ��Q�' � GxIB�S oa r ~I �ii. zm tgN is e� w•� o s 6r � moi) �I M o w �'�€ = o�<-s zg= - II ✓ y ; i+ y "' ��m oa , !"a S �g o -,i pC�v...l j! la , "'° Y4��o��a NX 29Ns gBm 39>BZ.00N E< �o� F<Na< =� rvi� 8 �03'€8 ag m. d,'v" �°�._ w `.�—+"-?a*cel g��• I �� N��<w=� � _may_ .er.zape.y.I kl osa£.mu,��oz��3 133211S� nvalsnv OLI£'3'N N5n�n°8 I I I I I i t i ATTACHMENT "C" USPS REQUIREMENTS �� All 15�jlrc { 1 1 � 1 { { alls - S(442�t ',,' 1ti ilk { { t qi l r } t f �f{ 4�a1 yt I ATTACHMENT "C.i." REQUIREMENT OVERVIEW >>M W U m O E L O ^^� LL N U 00 N a co a� O (n W X .-j /�N/ CO in — W c co Sco U � Q -i UCo - 4 Q N M c 0 Q oo b o uw o J LL _ N � m O �--� m L) Cl) 0 h 00 CO c� 0 o 00 > o mm }, wQ cn 0 a) 0� (D m C:) cn cCa E � Qrn OO Q O o "t U 8 U (.0 Z O > E N N O Z= m + ca e s co o co ca — < Z' c 'co >1 o c}ao ' y � m � w U — � t O E U N U U +�+ L a O � U Q U +�+ (6 O m L U) O QLoQ V 2 � oo 0 l U O O � O L� 00 Q M L _ -0 T- N } `� U) C? C Z) � O) U) N � M � 0 N 0 ,C O � a� J ti U 00 O) 0 cm o m Ln U) Q '— -0 t cn c o E c o �a ai c� L Q CO o Ln O cn M N a) E M O cr M -0 X cn c M (n O Q ) LL (6 ? Q a ) c 0 N � � m 7o N Co � N _ ^' co CL) W co a. a) N � M ��C cn ry ry c co ' � �` O_ J '/� W N 0 O L J O L C L � � Q ( C �C � M O N m 0 Z C) co m O Y m m J Q o ATTACHMENT "C.ii." FACILITY PLANNING CONCEPT SUMMARY u C W it it .......i` Tj'Tj •- G . ori. ria Q;) ca ca Q;) KD CD KD KD ca r -6 N p uJ co [if :0 'o 'e Fw F � c a C LL. U] u u u o u? _ u an sC J �i rn m m x W in in c� ca C U N 5, ria v y rs © © a r� �' 71 +� . an h- zt�SvrCl6a 3 w ma. a. a una � w c� x x � €� €� � w �u ,� a� Z a� N N Q U y� d T N ■ co co co ■ J c coJ N U C O r O ■ N O ul G ,ry LO e0[7-x7'71 _.... wt Y. Z L7 9a � °�� ,� •o-s .moi� �� u d a -qs m �JIr- i�aco ism W� v 0 �a53r� p•.qg a �Qd I ly Pl� j ID.. 24 bMd cry..Sz; f fur3 l ` t ' � f a )Itlil� 41- ,,� �1 a III fes' hr� -� - �S i�}i{ �� +i t i I�•.'s s.,� � I��'�771E �I�_ N s�r�SI of ' � _ �f� � - ��` I� I� �$ I1 S?•,' I I �; _- � to W TOMI TOM co co i ( b }S} i TOM Q� 3 co c .I w, I ATTACHMENT "C.iii." DEVELOPMENT PROPOSAL .r.......—x—ems. ........... 4 Q26 ..__— _ � LL sW 5 o � w L O + O N 7C3 o c X Co LO +� p N Ocn 70 U � C- O m O co E E 0) O Q L N 0N- m LL U -0Qac -6 c O LL 0) a- L C > • O U o >, Co � c> > o °) Co Q m ° �o o 0") ca � >m m m N UN E E W > (D E aL� CL CL _Nn OC � oO oa) U Q—+ U) O O N a m m _ 0- = NN 7C3 C) CD M 0 QZ N E � C p a co ® (n ® a J ® o) co ® ® Jj � C O ■ N O Appendix 2 U.S. Postal Service Lease Proposal Boynton Beach Relocation Thuy Shutt, AIA, FRA RA Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. Boynton Beach, FL 33435 June 28, 2022 Re: 401-411 E. Boynton Beach Blvd., Boynton Beach, FL Dear Ms. Shutt, On behalf of the United States Postal Service (USPS), Jones Lang LaSalle is pleased to submit this Letter of Intent (LOI) to the Boynton Beach CRA. Due to the pending sale of the current USPS location, USPS needs to relocate its retail operation. To continue to best serve the community, USPS seeks a new location as close as possible to the downtown hub. The CRA-owned property at 401-411 E. Boynton Beach Blvd. is an ideal site. However, because USPS is unable to purchase the land directly and construct a new building itself, they are respectfully requesting the CRA's assistance with the following solution: for the CRA to utilize Option II of its LOI Policy to issue a Request for Proposals to qualified parties to purchase the CRA-owned parcel and construct a freestanding building which USPS will lease on a long-term basis. Following are the details of this requirement: 1. USPS Building Requirements: Premises Size: 3,490 SF Premises Type: Retail post office Docks Required: One(1)dock Parking: 22 Spaces 2. Form of Lease: As a federal entity, USPS is required to utilize its lease form. 3. Rental Type: USPS seeks a modified gross lease, whereby the landlord would have responsibility for maintaining the building and grounds. 4. Space Condition: USPS will provide a complete design which the landlord shall use to construct the building shell. USPS will build out the interior itself. 5. Lease Term: 120 Months (possibly longer), with two (2)five-year options to renew. 6. Tenant's Broker:Jones Lang LaSalle is Tenant's exclusive broker and representative. Jones Lang LaSalle is not an agent or subagent of the Landlord. Landlord shall pay Jones Lang LaSalle one full real estate commission equal to 4% of the lease value, due and payable at lease execution. Please feel free to contact me with any further clarification or questions in order to help you expedite your response. Page 1 of 3 ((0))JLL U.S. Postal Service Lease Proposal Boynton Beach Relocation Sincerely, Sarah Kutner, Senior Transaction Manager Jones Lang LaSalle Email: Sarah.Kutner@am.jl1.com Tel: (202) 719-6135 cc: Richard Hancock, USPS Steve Robinson, JILL Page 2 of 3 eau - w C66S'S£b£E zeec 30 'l�'� NO1NA09 X fund nei�u,s v9. 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I 5. v r r f1' _ w ATTACHMENT "C.iv." USPS LEASE FORM Appendix 3 UNITED STATES POSTAL II"'I II��VIII III � �III�II X100°°III TfL9 Lease L SERVICE. Lease (Single-Tenant Form) Facility Name/Location County: Lease:Q90000674655 DRAFT This Lease, by and between [Landlord Entity to Be Entered], ("Landlord") and the United States Postal Service ("USPS" or "Postal Service"), is made as of the Effective Date. The "Effective Date" shall mean the date the Postal Service executes this Lease. In consideration of the mutual promises set forth and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties covenant and agree as follows: 1. PREMISES: Landlord hereby leases to the Postal Service and the Postal Service leases from Landlord, the following premises (the "Premises") located in a Concrete building having a street address of (the "Building") situated upon the real property with an Assessor's Parcel Number of and legally described in Exhibit A attached hereto and by this reference incorporated herein (the " Property"). The Premises consists of approximately square feet of net interior space and additional space, if any, as shown on Exhibit C and incorporated herein by this reference. The Postal Service shall have the right to use any and all appurtenances and easements benefiting the Premises and the Property, including sidewalks, driveways, drive lanes, entrances, exits, access lanes, roadways, service areas, and parking areas, wherever located in or on the Property, which the Postal Service deems necessary or appropriate to support its intended use of the Premises and to exercise its rights under this Lease. Landlord shall not make any changes to the size, location, nature, use or place any installations upon the sidewalks and parking areas of the Property which impair the accessibility to or visibility of or ease of use of the Premises by the Postal Service and/or its customers, as reasonably determined by the Postal Service. 2. TERM: The Lease shall be effective as of the Effective Date but the term of this Lease and the obligations of the Postal Service, including the payment of any charges or rent under this Lease, shall commence ("Commencement Date") only after Landlord's delivery of the Premises to the Postal Service in accordance with the terms of this Lease. The Commencement Date will be confirmed by written notice from the Postal Service to the Landlord. Such written notice may also include set dates for the renewal option terms based on the actual Commencement Date. If Landlord fails to object to the dates in such notice within 10 business days, such date shall be final and binding on the parties. The Lease shall expire on the last day of the th calendar month following the Commencement Date. If this Lease is extended, then such extended period shall also be referred to herein as the "term." 3. RENT: The Postal Service will pay Landlord an annual rent of: $ ("Rent"), payable in equal installments at the end of each calendar month during the term. Rent for a part of a month will be prorated according to the number of days of the month occurring during term. Rent shall be paid to: 4. RENEWAL OPTIONS: The Postal Service shall have the right to the following renewal options: Period Annual Rent Marke Month Month Valuet August 2017 Page 1 of 2 L SERVICE. Lease (Single-Tenant Form) Facility Name/Location County: Lease:Q90000674655 DRAFT Month Month Market Value provided that notice of exercise of each such renewal option is sent in writing, to the Landlord at least 30 days before the end of the initial Lease term and each renewal term. All other terms and conditions of this Lease will remain the same during any renewal term unless stated otherwise herein. 5. OTHER PROVISIONS: When used herein the term 'lease" or"Lease" includes all of the following additional provisions, modifications, riders, layouts, and/or forms which were agreed upon prior to execution and made a part of this Lease. General Conditions to USPS Lease ' Real Estate Conflict of Interest Certification ' Addendum Maintenance Rider Landlord Responsibility ' Tax Rider Percentage Reimbursement of Paid Taxes ' Utilities, Service, & Equipment Rider ' Subordination, Non-Disturbance and Attornment Agreement ' Renewal Option Rider (Market Value) 6. TERMINATION: There shall be no early termination rights, except as otherwise provided in this Lease. [Signature Page Follows] August 2017 Page 2 of 2 2 POSTAL UNITEDSTATESSERVICE. Signature Page Facility Name/Location County: Lease:Q90000674655 DRAFT LANDLORD Name: By: Witness Name: Title: Name: Date: Witness Provide for Execution by Witnesses above or Notary below State of County of I, the undersigned Notary Public of the County of and State aforesaid, certify that personally appeared before me this day and acknowledged the due execution of the foregoing instrument for the purposes therein expressed. Witness my hand and Notarial stamp or seal this day of My Commission Expires: (Affix Seal) Notary Public Notary's Printed or Typed Name POSTAL SERVICE By: Name: DAVID ROUSE Title: Contracting Officer Date: August 2017 Page 1 of 1 2 POSTAL UNITEDSTATES SERVICE. Instructions Facility Name/Location County: Lease:Q90000674655 DRAFT Instructions for Execution and Providing Supporting Documentation for Types of Landlord Entities Individual, Administrator, or Trustee a. All co-owners and all other persons having or to have a legal interest in the property must execute the Lease. If the Landlord is married, the spouse of the Landlord must also execute the Lease. The Landlord must submit adequate evidence of title. b. Where the Landlord is an administrator or an executor of an estate, there must be furnished a certificate of the clerk of the court or certified copy of the court order showing the appointment of the administrator or executor, together with a certified copy of the will of the deceased. If there is no will, or in the event the will of the deceased does not specifically authorize the administrator or the executor to enter into a contract to lease the proposed quarters, it will generally be necessary to furnish, in addition to the above named items, a certified copy of the court order authorizing such administrator or executor to enter into a lease with the Postal Service. c. Where the Landlord is a trustee, a certified copy of the instrument creating the trust must be furnished together with any other evidence necessary to establish the trustee's authority to lease. Partnership a. All co-owners and all other persons having or to have a legal interest in the property must execute the Lease. If the Landlord is married, the husband or wife of the Landlord must also execute the Lease. The Landlord must submit adequate evidence of title. b. If the Landlord is a general partnership, each member must sign. c. If the Landlord is a limited partnership, all general partners must sign. Corporation a. Where the Landlord is a corporation, leases and lease agreements entered into must have the corporate seal affixed, or in place thereof, the statement that the corporation has no seal. b. Where the Landlord is a corporation, municipal corporation, non-profit organization, or fraternal order or society, the Lease must be accompanied by documentary evidence affirming the authority of the signatory, to execute the Lease to bind the corporation, municipal corporation, non-profit organization, or fraternal order or society for which he (or they) purports to act. The usual evidence required to establish such authority is in the form of extracts from the articles of incorporation, or bylaws, or the minutes of the board of directors duly certified by the custodian of such records, under the corporate seal. Such resolutions, when required, must contain the essential stipulations embodied in the Lease. The names and official titles of the officers who are authorized to sign the Lease must appear in the document. Limited Liability Company (LLC) a. All co-owners and all other persons having or to have a legal interest in the property must execute the Lease. The Landlord must submit adequate evidence of title. b. Where the Landlord is an "LLC", the Lease must be accompanied by documentary evidence affirming the authority of the signatory, to execute the Lease to bind the "LLC", for which he (or they) purports to act. The usual evidence required to establish such authority is in the form of extracts from the formation documents for the "LLC", including, without limitation, the certificate of formation and limited liability company agreement. Such documentary evidence, must contain the essential stipulations embodied in the Lease. The names and official titles of the officers or members or agents who are authorized to sign the Lease must appear in the document. August 2017 Page 1 of 2 2 POSTAL UNITEDSTATES SERVICE. Instructions Facility Name/Location County: Lease:Q90000674655 DRAFT Limited Liability Partnership (LLP) a. All co-owners and all other persons having or to have a legal interest in the property must execute the Lease. The Landlord must submit adequate evidence of title. b. Where the Landlord is a Limited Liability Partnership, the Lease must be accompanied by documentary evidence affirming the authority of the signatory, to execute the Lease to bind the Limited Liability Partnership for which he (or they) purports to act. The usual evidence required to establish such authority is in the form of extracts from the formation documents for the limited liability partnership, including, without limitation, the certificate of formation and limited liability partnership agreement Such documentary evidence, must contain the essential stipulations embodied in the Lease. The names and official titles of the officers or members or agents who are authorized to sign the Lease must appear in the document. Trust a. All co-owners and all other persons having or to have a legal interest in the property must execute the Lease. The Landlord must submit adequate evidence of title. b. Where the Landlord is an administrator or an executor of an estate, there must be furnished a certificate of the clerk of the court or certified copy of the court order showing the appointment of the administrator or executor, together with a certified copy of the will of the deceased. If there is no will, or in the event the will of the deceased does not specifically authorize the administrator or the executor to enter into a contract to lease the proposed quarters, it will generally be necessary to furnish, in addition to the above named items, a certified copy of the court order authorizing such administrator or executor to enter into a lease with the Postal Service. c. Where the Landlord is a trustee, a certified copy of the instrument creating the trust must be furnished together with any other evidence necessary to establish the trustee's authority to lease. August 2017 Page 2 of 2 2 POSTAL TE Real Estate Conflict of Interest Certification SERVICE. Facility Name/Location County: Lease:Q90000674655 DRAFT To avoid actual or apparent conflicts of interest, the United States Postal Service ("Postal Service") requires the following certification from you as a potential Landlord/Licensor/Supplier/Contractor to the Postal Service. Please check all that apply in item A below. Further, please understand that the Postal Service will be relying on the accuracy of the statements made by you in this certification in determining whether to proceed with any possible transaction with you. I, hereby certify to the Postal Service as follows: [PRINT: name of potential Landlord/Licensor/Supplier/Contracto[] A. (Check all that apply) I am: (i) A Postal Service employee; (ii) The spouse of a Postal Service employee; (iii) A family member of a Postal Service employee; (Relationship) (iv) An individual residing in the same household as a Postal Service employee; (v) I am one of the individuals listed in (i) through (iv) above AND a controlling shareholder or owner of a business organization leasing or licensing space or intending to lease or license space to the Postal Service; OR (vi) None of the above. B. (Complete as applicable): i. I have the following job with the Postal Service: (Title) (Location) ii. My spouse who works for the Postal Service holds the following job: (Title) (Location) iii. My family member who works for the Postal Service holds the following job: (Title) (Location) iv. My household member who works for the Postal Service holds the following job: (Title) (Location) C. If you have checked "none of the above" and during the lease or license term or any renewal term, you do fall into any of the categories listed in A (i) through (v) above, you shall notify the Postal Service's Contracting Officer in writing within 30 days of the date you fall into any of the such categories and shall include an explanation of which of the above categories now applies. D. The person signing this certification has full power of authority to bind the potential Landlord/Supplier/Contractor named above. August 2017 Page 1 of 2 2 POSTAL TE Real Estate Conflict of Interest Certification SERVICE. Facility Name/Location County: Lease:Q90000674655 DRAFT Executed this day of , 20 BY: [Insert Signature] BY: [PRINT: name of entity or person] Title: [Insert title] [INTERNAL USE ONLY: 1) If A(vi) 'none of the above' is selected, stop, file form with the lease/license. 2) If other items are selected, submit form to Ethics.hel usps.gov. File form and Ethics determination with the lease/license.] August 2017 Page 2 of 2 2 POSTAL SERVICE UNITEDSTATES. Exhibits Facility Name/Location County: Lease:Q90000674655 DRAFT Exhibit A [Legal Description of Property] Provide Floorplan August 2017 Page 1 of 3 2 POSTAL SERVICE UNITEDSTATES. Exhibits Facility Name/Location County: Lease:Q90000674655 DRAFT Exhibit B Parking Area (If Applicable) August 2017 Page 2 of 3 2 POSTAL SERVICE UNITEDSTATES. Exhibits Facility Name/Location County: Lease:Q90000674655 DRAFT Exhibit C August 2017 Page 3 of 3 2 POSTAL SERVICE UNITEDSTATES. Addendum Facility Name/Location County: Lease:Q90000674655 DRAFT If there is any conflict or ambiguity between any items of the Lease or this Addendum, the terms of this Addendum shall control. ANY APPROVED CHANGES GO HERE August 2017 Page 1 of 1 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT 1. APPLICABLE CODES AND ORDINANCES The Landlord shall comply with all codes and ordinances applicable to the ownership and operation of the Building and Property without regard to the Postal Service tenancy and obtain all necessary building permits, certificates of occupancy, and similar related items at no cost to the Postal Service. The Postal Service agrees (i)to comply with all applicable codes and ordinances to the operations of the Postal Service at the Premises, to the extent enforceable against the Postal Service, and (ii)when the Postal Service or one of its contractors (other than Landlord) is performing work at the Premises, the Postal Service will be responsible for obtaining applicable permits and related items and to pay the associated costs. Nothing herein shall be construed as a waiver of the Postal Service's sovereign immunity. 2. LANDLORD'S INTEREST a. Landlord represents and warrants to the Postal Service that as of the Effective Date, (i) Landlord owns and holds fee title in and to the Building, the Premises and the Property; (ii) there are no encumbrances, liens, agreements, covenants in effect that would materially interfere with the Postal Service's ability to operate its operations, materially impair the Postal Service's rights under this Lease, or materially increase the Postal Service's obligations under this Lease; and (iii) Landlord is unaware of any existing or impending condemnation plans, proposed special assessments or other adverse physical conditions relating to the Property. The term "Landlord" as used herein shall mean only the owner or owners, at the time in question, of the fee title (or a tenant's interest in a ground lease) of the Property. b. If this Lease provides for payments aggregating $10,000 or more to Landlord, claims for monies due or to become due from the Postal Service under it may be assigned by Landlord to a bank, trust company, or other financing institution, including any federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any assignment or reassignment must cover all amounts payable and must not be made to more than one party at a time, except that assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in financing this Lease. No assignment or reassignment by Landlord will be recognized as valid and binding upon the Postal Service unless a written notice of the assignment or reassignment, together with a true copy of the instrument of assignment and other reasonable documentation, including without limitation, a W-9, is filed with: 1. the Postal Service's Contracting Officer; and 2. the surety or sureties, if any, upon any bond. c. Assignment by Landlord of this Lease or any interest in this Lease other than in accordance with the provisions of this clause will be grounds for termination of this Lease by the Postal Service. d. Nothing contained herein shall be construed so as to prohibit transfer of ownership of the Premises by Landlord, provided that: 1. such transfer is subject to this Lease; 2. a copy of the recorded deed or other official transfer instrument evidencing the transfer is provided to the Postal Service; and August 2017 Page 1 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT 3. Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to the Postal Service within 15 days after the date of transfer. In addition, both the original Landlord and the successor landlord shall execute the standard Certificate of Transfer of Title to Leased Property and Lease Assignment and Assumption form to be provided by the Postal Service within 15 days after receipt of such form from the Postal Service. If due to the death or dissolution of the original Landlord preventing the execution and delivery of the Certificate of Transfer of Title to Leased Property and Lease Assignment and Assumption form, the Postal Service may reasonably request such other documentation to evidence the transfer and ownership by the successor landlord, including but not limited to, a W-9 and an agreement to indemnify and hold harmless the Postal Service with respect to any claims by other parties of ownership interest in the Premises or entitlement to the Rent. The Postal Service shall be entitled to continue to pay rent and give all notices to Landlord until it has received the foregoing from Landlord. Landlord shall deliver all such funds in which the Postal Service has an interest to Landlord's successor or assignee. Provided Landlord's successor or assignee expressly assumes Landlord's duties and covenants under this Lease as required hereunder, Landlord shall be released from all liability toward the Postal Service arising from this Lease because of any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease. Nothing herein shall be deemed to relieve Landlord of any liability for its acts, omissions or obligations occurring or accruing up to and including the date of such transfer, and the Postal Service shall be free to exercise any and all remedies for a Landlord default against either the Landlord or a successor landlord, at the election of the Postal Service. Notwithstanding anything to the contrary contained herein, in the case of new leased space projects, this Lease may only be assigned or ownership of the property transferred following commencement of the fixed term, unless prior written consent is obtained from the Postal Service. 3. ASSIGNMENT/SUBLEASE BY THE POSTAL SERVICE The Postal Service may sublet all or any part of the Premises or assign this Lease only with the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned, or delayed, but the Postal Service shall not be relieved from any obligation under this Lease by reason of any subletting or assignment. If Landlord fails to respond in writing to a written request to sublease or assign from the Postal Service within 10 business days after receipt by Landlord of the Postal Service's written request, Landlord shall be deemed to have consented to such sublease or assignment, as applicable. 4. ALTERATIONS AND RESTORATION a. The Postal Service shall have the right to make alterations, attach fixtures and erect additions, structures and install flags or signs in or upon the Premises or common areas; which fixtures, additions, structures, flags or signs so placed in, upon or attached to the Premises or common areas shall be and remain the property of the Postal Service and may be removed or otherwise disposed of by the Postal Service at any time and from time to time, including, without limitation, at the end of the term or any renewal term, subject to the provisions of Section 4b below. b. Upon expiration or termination of this Lease, the Postal Service shall remove its personal property and restore the Premises to a "broom clean" condition with any systems and structures for which the Postal Service is responsible (under the Maintenance Rider attached to this Lease) in working order. Except as provided to the contrary in the immediately preceding sentence, the Postal Service shall not be responsible to restore any condition due to reasonable and ordinary wear and tear, damages by the elements, or by circumstances over which the Postal Service has no control. The Postal Service at its sole option may, prior to the expiration or termination of the August 2017 Page 2 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT Lease, remove any or all of the alterations or improvements or elect to abandon the alterations or improvements in or on the Premises. If the Postal Service elects to abandon, the abandoned alterations and improvements shall become the property of the Landlord and the Postal Service shall be relieved of any liability in connection therewith; provided, however, if following expiration of the Lease the Postal Service enters into a new lease agreement with Landlord to remain in the Premises, the Postal Service shall have continued responsibility for maintenance of such alterations or improvements which were installed by the Postal Service during the term of this Lease (and not by Landlord) in accordance with the Maintenance Rider attached to this Lease. 5. DAMAGE AND DESTRUCTION a. Obligation to Repair. If all or any portion of the Premises, parking areas, or any common areas of the Property providing access to the Premises or access to the parking areas are damaged or destroyed by fire or other casualty, Acts of God, of a public enemy, riot or insurrection, vandalism, or other similar casualty (each, a "Casualty"), Landlord shall, subject to the provisions of this Section, promptly commence and diligently pursue to completion the repair of such damage so that the Premises and the parking areas, or any common areas of the Property providing access to the Premises or access to the parking areas are restored to a condition of similar quality, character and utility for the Postal Service's purposes and to the Postal Service's reasonable satisfaction. Landlord shall not be responsible for(i) repairing or restoring the Premises to the extent the Casualty in question results from the negligent act, omission or negligence of the Postal Service or its employees (in which event that portion of the costs of repairs for damage directly caused by the negligence of the Postal Service shall be the responsibility of the Postal Service), (ii) repairing or restoring any improvements, alterations, or additions installed by the Postal Service, or(iii) any furniture fixtures, equipment, or other personal property of the Postal Service. b. Time Period to Repair. (i) If the damage from the Casualty is such that the Postal Service reasonably determines the Premises is tenantable (i.e. suitable for the Postal Service's use and occupancy in the then ordinary course of its business being conducted on the date of the Casualty), the Postal Service shall so notify Landlord not later than 3 days following the Casualty. Landlord shall submit to the Postal Service a copy of its construction contract for the repair or evidence of its filing of applications for necessary building permits and/or other required governmental approvals (as applicable)for the repair, within 30 days after the date of the Casualty, and shall complete the repair to the reasonable satisfaction of the Postal Service within 90 days after the date of the Casualty. Nothing stated herein is intended to relieve Landlord of its continuing obligations under this Lease, including, without limitation, Landlord's obligations to comply with law and for maintenance under this Lease. (ii) If the damage from the Casualty is such that the Postal Service reasonably determines the Premises is untenantable (i.e., not suitable for the Postal Service's use and occupancy in the then ordinary course of its business being conducted on the date of the Casualty), the Postal Service shall so notify Landlord not later than 3 days following the Casualty. If the Postal Service gives such notice that the Premises is untenantable, Landlord shall submit to the Postal Service a copy of its construction contract for the repair or evidence of its filing of applications for necessary building permits and/or other required governmental approvals (as applicable)for the repair, within 90 days after the date of the Casualty, and shall complete the repair within 270 days after the date of the Casualty. Nothing stated herein is intended to relieve Landlord of its continuing obligations under this Lease, including, without limitation, Landlord's obligations to comply with law and for maintenance under this Lease so that the Premises, if tenantable following the Casualty, remain tenantable. c. Postal Service's Remedies. If Landlord fails to meet any of the deadlines set forth in subsection b(i) or (ii), as applicable, then the Postal Service may (i) perform the repair (by contract or otherwise) and recover the cost plus a reasonable administrative cost and/or interest, by offsetting Rent and other payments and reimbursements due or August 2017 Page 3 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT to become due to Landlord under this Lease and/or any other lease with Landlord, or(ii) terminate the Lease upon 30 day's prior written notice with a termination date effective as of the date of such Casualty. d. Abatement of Rent. Rent and all other payments and reimbursements due or to become due to Landlord under this Lease shall abate, in whole or in part, commencing on the date the Postal Service reasonably determines all or any portion of the Premises, any common areas of the Property providing access to the Premises, or parking areas or access thereto are untenantable or unfit for the Postal Service's use or occupancy and continuing until the Premises, common areas providing access to the Premises or parking areas are once again tenantable or fit for the Postal Service's use or occupancy, as applicable. The Rent and all other payments and reimbursements due or to become due to Landlord under this Lease shall abate from time to time in proportion to the part or parts of the Premises not reasonably capable of such use and occupancy or the degree to which access to the Premises or parking for the Premises is reduced. The Postal Service shall attempt to continue the operation of its business on the Premises following a Casualty to the extent reasonably practicable consistent with life safety and good business practices. No exercise by the Postal Service of its right to rent abatement as stated above is intended to extend the time periods for producing the contracts for repair and for the completion of construction when the Premises are deemed to be tenantable or untenantable by the Postal Service as described hereinabove. By way of example, and not in limitation, in the event that a Casualty occurs and the damage from the Casualty is such that the Postal Service reasonably determines that a portion of the Premises is suitable for the Postal Service's use and occupancy in the then ordinary course of its business, then while rent will abate for the untenantable portion as described above, the Landlord shall remain obligated to submit to the Postal Service a copy of its construction contract for the repair or evidence of its filing of building permits, if applicable, for the repair, within 30 days after the date of the Casualty, and complete the repair to the reasonable satisfaction of the Postal Service within 90 days after the date of the Casualty. 6. INSURANCE a. Postal Service's Insurance. Landlord acknowledges that the Postal Service does not routinely purchase commercial insurance or maintain a separate account for potential claims, as is required to technically be considered "self-insured." Rather, the Postal Service is authorized to pay proper claims against it out of its general revenue fund and available credit, and is subject to suit for damages. Liability claims against the Postal Service are governed by the Federal Tort Claims Act, 39 U.S.C. §409(c), with the specific provisions being set forth at 28 U.S.C. §§1346(b), 2401(b), and 2671-2680. With respect to the issue of Workers' Compensation coverage, pursuant to 39 U.S.C. §1005(c), the Federal Employees' Compensation Act ("FECA"), 5 U.S.C. §§8101 et seq., is the exclusive remedy for all postal employees who sustain personal injuries on the job. While the Landlord is hereby waiving its standard insurance requirements for the Postal Service, if at any time the Postal Service assigns or subleases any portion of the Premises in accordance with the terms of this Lease to a non-governmental entity, Landlord has the right to impose its reasonable insurance requirements on the assignee and/or subtenant which are based on the assignee's and/or subtenant's proposed use of the Premises including the requirement that the assignee and/or subtenant reimburse Landlord for any increase in insurance premiums incurred by Landlord as a result of the assignee and/or subtenant's proposed use for the balance of the Term and any extensions, all as a condition of the assignment or sublease. b. Landlord's Insurance. Landlord shall, at its own expense, obtain and keep in full force and effect, the following insurance from an insurance company with a Best's rating of at least A and a Best's financial performance rating of at least 7. The insurance required to be carried by Landlord under this Section shall be referred to herein as "Landlord's Insurance." Upon request, Landlord shall provide the Postal Service with a copy of the certificate of insurance and premium bill evidencing Landlord's Insurance, together with the appropriate form stating Landlord's insurance policy(ies) has been endorsed. August 2017 Page 4 of 13 2 POSTAL I General Conditions to USPS Lease County: Lease:Q90000674655 DRAFT (i) Liability Insurance. Bodily injury, personal injury and property damage insurance, naming the Postal Service as an additional insured, insuring against claims of bodily injury or death, personal injury or property damage, arising out of or in connection with Landlord's acts or omission upon, in or about the Property, with an each occurrence limit of not less than $2,000,000 and a general aggregate limit of not less than $2,000,000. Landlord's Insurance shall be primary with respect to any claim covered under such insurance and arising out of events that occur outside the Premises. Landlord shall have the right, but not the obligation, to increase the amounts or limits of insurance to such amounts as Landlord deems reasonably necessary. Landlord may, at Landlord's option, carry insurance required under this Section under an umbrella policy or policies for coverage amounts exceeding $1,000,000, provided that such umbrella policy or policies otherwise comply with the requirements of this Section. (ii) Property Insurance. Insurance covering loss or damage to the Premises and the Property by reason of fire (extended coverage) and those perils included within the classification of"Special Form Causes of Loss" insurance (with other appropriate endorsements), which insurance shall be in the amount of at least 90% of the full replacement value of the Premises (exclusive of excavation, footings, and foundations) as determined by insurance company appraisers or Landlord's insurance broker. (iii) Flood. Earthquake. and Tornado Insurance. Insurance covering loss or damage to the Premises and the Property by reason of flood, earthquake, or tornado, which insurance shall be in the amount in line with insurance carried by comparable property owners of comparable properties within the vicinity of the Property. 7. HAZARDOUS/TOXIC CONDITIONS CLAUSE a. Definitions. As used in this Lease, the following terms have the following meanings: "Environmental Laws" mean all federal, state or local statutes, laws, ordinances, rules or regulations, relating to protection of human health or the environment, including but not limited to (i) all laws relating to the release of Hazardous Materials into the air, surface water, groundwater or land, or relating to the reporting, investigation or remediation of, licensing, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials; (ii) all laws pertaining to the protection of the health and safety of employees; and (iii)the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq.; the Hazardous Materials Transportation Act as amended 49 U.S.C. §1801 et seq.; the Resource Conservation and Recovery Act, as amended 42 U.S.C. §6901 et seq.; and the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251 et seq. "Hazardous Materials" mean (i) any toxic substance or hazardous waste, substance or related material, or any pollutant or contaminant that is or may hereafter be defined as or included in the definition of"hazardous substances," "toxic substances," "hazardous materials," "hazardous waste" or words of similar import under any and all Environmental Laws; (ii) petroleum, radon gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; and (iii) any substance, gas material or chemical that is or may hereafter be defined as or included in the definition of "hazardous substances," "toxic substances," "hazardous materials," "hazardous waste" or words of similar import under any Environmental Laws. "Environmental Contamination" means the presence of any Hazardous Materials which includes the presence of friable asbestos materials at any level, in, on, or under the Property, the Premises, common areas or the Building, at levels that require reporting to the enforcing environmental regulatory agency and/or environmental response action (s) under applicable Environmental Laws. August 2017 Page 5 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT "Asbestos-Containing Material" (ACM) means any material containing more than 1% asbestos as determined by using the method specified in 40 CFR Part 763, Subpart E, Appendix E. "Friable asbestos material" means any ACM that, when dry, can be crumbled, pulverized, or reduced to powder by hand pressure. b. Landlord Disclosure. The Landlord shall disclose in writing to the Postal Service with regards to the Property: (i) the known presence of Environmental Contamination; (ii) the known presence, location and quantity of all ACM or presumed asbestos containing material (PACM)which includes all thermal system insulation, sprayed on and troweled on surfacing materials, and asphalt and vinyl flooring material unless such material has been tested and identified as non-ACM; and (iii) any known information concerning the presence of lead-based paint, radon above 4 picoCuries/liter(pCi/L), and lead piping or solder in drinking water systems. c. Landlord Certification. By execution of this Lease, the Landlord certifies that, to the best of its knowledge and excluding any written disclosures per paragraph 7.13, the Property is (i)free of Environmental Contamination; (ii) there are no undisclosed underground storage tanks or associated piping on, in, or under the premises or property; (iii) there are no ACMs, radon, lead-based paint, or lead piping or solder in drinking water systems, or in or on the Property; and (iv) Landlord has not received, nor is Landlord aware of, any notification or other communication from any party concerning any environmental condition, or violation or potential violation of any Environmental Law, regarding the Property or its vicinity. If the Landlord becomes aware of any such conditions, potential conditions, or violations of any Environmental Law regarding the Property or its vicinity defined herein, subsequent to Lease commencement, Landlord must disclose the new information to the Postal Service as soon as possible, and under no circumstances later than 5 business days after first becoming aware. d. Environmental Condition of the Premises. (i) Unless due to the negligence of the Postal Service, if after the Lease Commencement Date or any renewal thereof, Environmental Contamination is at any time identified on the Property, upon notification by the Postal Service, Landlord agrees to remediate such Environmental Contamination to the extent required by Environmental Laws. Prior to performing any work, Landlord must seek and receive written approval by the Postal Service Contracting Officer of the Landlord's contractor and scope of work, and such approval will not be unreasonably withheld. The foregoing notwithstanding, the Postal Service shall pay a portion of the costs of remediation of Environmental Contamination caused directly by the negligence of the Postal Service. (ii) If non-friable ACM is subsequently found in or on the Property or the Building which reasonably should have been determined, identified, or known to the Landlord, the Landlord agrees to conduct, at Landlord's sole expense, an asbestos survey of the premises pursuant to the standards of the Asbestos Hazard Emergency Response Act (AHERA), establish an Operations and Maintenance (O&M) plan for asbestos management, and provide the survey report and plan to the Postal Service. If friable ACM is subsequently found in or on the Property or the Building which reasonably should have been determined, identified, or known to the Landlord, the Landlord agrees at Landlord's sole expense, to remove and/or abate the friable ACM. (iii) In performance of any work under this Clause, Landlord and Landlord's agents, contractors, and consultants ("Landlord's Agents") shall provide all information and data obtained, generated or learned as a result the work, including all verified lab data and all consultant reports, studies and analysis to Postal Service as soon as they become available, but no later than the 7 business days after receipt. In addition, if requested by Postal Service, Landlord and Landlord's Agents shall promptly make available to Postal Service access to all raw data, whether or not verified. Landlord also shall provide Postal Service with copies of all correspondence, information and documents submitted by or received by Landlord or Landlord's Agents from any third party or any governmental authority relating to the work promptly upon its receipt and/or submission by Landlord or Landlord's Agents. Postal Service shall be permitted to have representatives present during all work, and Landlord and Landlord's Agents August 2017 Page 6 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT shall provide to Postal Service samples, copies of the results of on-site testing and visual inspections, and access at all reasonable times to all samples and tests taken or conducted. If non-friable ACM, whether disclosed by the Landlord prior to execution of this Lease or subsequently found in or on the Property after execution of this Lease, should become friable due to any cause other than the negligence of the Postal Service, the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM shall be performed by the Landlord at the Landlord's sole cost and expense. If ACM in or on the Property or the Building was rendered friable due to the negligence of the Postal Service (including any such negligence of the Postal Service under any prior lease or leases of the Premises), the Postal Service shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Postal Service's sole cost and expense. The parties agree as follows: (1) neither of the following shall constitute the negligence of the Postal Service: (a) reasonable and ordinary wear and tear and (b) damages by the elements or by circumstances over which the Postal Service has no control; (2)to the extent a failure by the Postal Service to maintain the improvements containing ACM in accordance with the Postal Service's obligations under the Maintenance Rider in the current or a prior lease of the Premises causes asbestos in ACM in the Premises to become friable, such failure shall constitute the negligence of the Postal Service hereunder, and the Postal Service shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Postal Service's sole cost and expense; and (3) to the extent a failure by the Landlord to maintain the improvements containing ACM in accordance with the Landlord's obligations under the Maintenance Rider in the current or a prior lease of the Premises causes asbestos in ACM in the Premises to become friable, such failure shall constitute the negligence of the Landlord hereunder, and the Landlord shall be liable for the removal, abatement, containment, repair, remediation, replacement or environmental response to such friable ACM at the Landlord's sole cost and expense. (iv) If the Landlord fails to remove, or otherwise respond to in accordance with Environmental Law, any friable asbestos materials or Environmental Contamination, or fails to complete an AHERA asbestos survey and O&M plan with such diligence as will ensure its completion within the time specified in Postal Service notice to Landlord (or any extension thereof as may be granted at the sole discretion of the Postal Service), or fails to complete the work within said time, as provided in the Maintenance Rider, the Postal Service shall have the right to perform the work (by contract or otherwise), and withhold the cost plus administrative costs and/or interest, from rent payments due or to become due or to become due under this Lease (or from other amounts owed to Landlord by the Postal Service or federal government). Completion of the work by Postal Service shall not relieve Landlord of its responsibility to perform the work in the future. In addition, the Postal Service may proportionally abate the rent for any period the premises, or any part thereof, are determined by the Postal Service to have been rendered untenantable or unavailable to it by reason of such condition. Alternatively, if Landlord fails to prosecute the work as required and the Postal Service Contracting Officer determines that the premises are untenantable or unfit for use or occupancy, with reasonable discretion, cancel this Lease in its entirety without liability. The remedies provided in this section are non-exclusive and are in addition to any remedies available to the Postal Service under applicable law. e. Landlord Indemnification of Postal Service. Landlord hereby indemnifies and holds harmless the Postal Service and its officers, agents, representatives, and employees from and against any and all claims, losses, damages, actions, causes of action, expenses, fees and/or liability resulting from, brought for, or on account of any violation of this Clause or in any way arising out of or connected to Environmental Contamination on the Property, except that Landlord shall not be required to indemnify the Postal Service for, and to the extent of, that portion of the Environmental Contamination caused directly by the negligence of the Postal Service. f. Rights to Contribution. Nothing stated herein is intended to limit the right of the Landlord or the Postal Service to make claims for contribution or cost recovery under applicable laws against each other or any other persons or entities responsible for such Environmental Contamination. August 2017 Page 7 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT & DEFAULTS a. Default by Postal Service. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by the Postal Service: (i) The failure by the Postal Service to make any payment of Rent or any other payment required to be made by the Postal Service under this Lease, as and when due, where such failure shall continue for a period of 30 days after Landlord notifies the Postal Service in writing of such failure; or (ii) The failure by the Postal Service to observe or perform any of the provisions of this Lease to be observed or performed by the Postal Service, other than the payment of sums due hereunder, where such failure shall continue for a period of 30 days after written notice thereof from Landlord to the Postal Service; provided, however, that if the nature of the Postal Service's default is such that more than 30 days are reasonably required for its cure, then the Postal Service shall not be deemed to be in default if the Postal Service commences such cure within such 30 day period and thereafter diligently pursues such cure to completion. b. Default by Landlord; Remedies. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Landlord: (i) Landlord's failure to observe or perform any of the provisions of this Lease required to be observed or performed by Landlord, where such failure is not cured to the full satisfaction of the Postal Service within 30 days after written notice by the Postal Service to Landlord of said failure; provided, however, that if the nature of Landlord's default does not have a materially adverse impact upon the Postal Service's operations in the Premises (as reasonably determined by the Postal Service) and is such that more than 30 days are reasonably required for its cure, then Landlord shall not be deemed to be in default if Landlord commences such cure within such 30 days, thereafter diligently pursues such cure to completion, and completes such cure not later than 60 days from the date of the Postal Service's initial written notice to Landlord; or(ii) if any representation or warranty made by Landlord was false in any material respect when given or deemed given hereunder. In the event of a default by Landlord, the Postal Service, at its option, without further notice or demand, shall have the right to any one or more of the following remedies in addition to all other rights and remedies provided at law or in equity or elsewhere herein: (a) to remedy such default or breach and deduct the costs thereof from the Rent next falling due; (b)to proportionately abate the Rent for any period the Premises, or any part thereof, are reasonably determined by the Postal Service to have been rendered untenantable, or unfit for use and occupancy, by reason of such default or breach; (c) to seek money damages for loss arising from Landlord's failure to discharge its obligations under the Lease; provided, however, that the Postal Service shall not seek or demand any consequential, punitive or special damages arising from Landlord's default; and (d) to terminate the Lease. Nothing herein contained shall relieve Landlord from its obligations hereunder, nor shall this Section be construed to obligate the Postal Service to perform Landlord's repair obligations under this Lease. The notice and cure provisions in this Paragraph (b) are for general defaults by Landlord not otherwise expressly addressed in other sections of this Lease, and therefore, to the extent of any conflict between the provisions of other sections of this Lease and this Paragraph (b), the provisions of other sections of this Lease shall govern. c. Force Majeure. In the event that either party shall be delayed or hindered in or prevented from the performance of any covenant, agreement, work, service, or other act required under this Lease to be performed by such party (a "Required Act"), and such delay or hindrance is due to causes entirely beyond its control such as riots, insurrections, martial law, civil commotion, war, acts or threats of terrorism, fire, flood, earthquake, delays by governmental authorities or other casualty or acts of God (a "Force Majeure Event"), then the performance of such Required Act shall be excused for the period of delay, and the time period for performance of the Required Act shall be extended by the same number of days in the period of delay. For purposes of this Lease, the financial inability of Landlord or the Postal Service to perform any Required Act, including (without limitation)failure to obtain adequate or other financing, shall not be deemed to constitute a Force Majeure Event. A Force Majeure Event shall not be deemed to commence sooner than 15 days before the date on which the party who asserts some right, August 2017 Page 8 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT defense or remedy arising from or based upon such Force Majeure Event gives written notice thereof to the other party hereto. If abnormal adverse weather conditions are the basis for a claim for an extension of time due to a Force Majeure Event, the written notice shall be accompanied by data substantiating (i)that the weather conditions were abnormal for the time and could not have been reasonably anticipated and (ii) that the weather conditions complained of had a significant adverse effect on the performance of a Required Act. To establish the extent of any delay to the performance of a Required Act due to abnormal adverse weather, a comparison will be made of the weather for the time of performance of the Required Act with the average of the preceding ten (10) years climatic range based on the National Weather Service statistics for the nearest weather reporting station to the Premises. No extension of time for or excuse for a delay in the performance of a Required Act will be granted for rain, snow, wind, cold temperatures, flood or other natural phenomena of normal intensity for the locality where the Premises are located. 9. CLAIMS AND DISPUTES a. This Lease shall be governed by federal law, including but not limited to, the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109) (the "Act"). b. Except as provided in the Act, all disputes arising under or relating to this Lease must be resolved under this clause. c. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this Lease. However, a written demand or written assertion by the Landlord seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph d below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. d. A claim by the Landlord must be made in writing and submitted to the Postal Service Contracting Officer for a written decision. A claim by the Postal Service against the Landlord is subject to a written decision by the Postal Service Contracting Officer. For Landlord claims exceeding $100,000, the Landlord must submit with the claim the following certification: "I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief, that the amount requested accurately reflects the contract adjustment for which the Landlord believes the Postal Service is liable, and that I am duly authorized to certify the claim on behalf of the Landlord." The certification may be executed by any person duly authorized to bind the Landlord with respect to the claim. e. For Landlord claims of$100,000 or less, the Postal Service Contracting Officer must, if requested in writing by the Landlord, render a decision within 60 days of the request. For Landlord-certified claims over$100,000, the Postal Service Contracting Officer must, within 60 days, decide the claim or notify the Landlord of the date by which the decision will be made. f. The Postal Service Contracting Officer's decision is final unless the Landlord appeals or files a suit as provided in the Act. August 2017 Page 9 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT g. When a claim is submitted by or against a Landlord, the parties by mutual consent may agree to use an alternative dispute resolution (ADR) process to assist in resolving the claim. A certification as described in subparagraph d of this clause must be provided for any claim, regardless of dollar amount, before ADR is used. h. The Postal Service will pay interest on the amount found due and unpaid from: 1. the date the Postal Service Contracting Officer receives the claim (properly certified if required); or 2. the date payment otherwise would be due, if that date is later, until the date of payment. i. Simple interest on claims will be paid at a rate determined in accordance with the Act. j. Landlord must proceed diligently with performance of this Lease, pending final resolution of any request for relief, claim, appeal, or action arising under this Lease, and comply with any decision of the Postal Service Contracting Officer. k. In the event of an alleged Postal Service default where the Postal Service has vacated the Premises, Landlord shall in all events have an affirmative obligation to obtain another tenant for the Premises at a fair market rental and to otherwise mitigate its damages. In no event shall the Postal Service or Landlord be liable for any consequential, punitive, or special damages under this Lease. The parties agree that this restriction shall not apply to liquidated damages, if any, provided for in any workletter or other rider or attachment to this Lease. 10. GENERAL a. Quiet Enjoyment. Without limiting any rights the Postal Service may have by statute or common law, Landlord covenants and agrees that, provided that the Postal Service is not in default under this Lease, and for so long as this Lease is in full force and effect, the Postal Service shall lawfully and quietly hold, occupy and enjoy the Premises during the term of this Lease from and after Landlord's delivery of the Premises to the Postal Service until the end of the term, without disturbance by Landlord or by any person having title paramount to Landlord's title or by any person claiming by, through or under Landlord. b. Exterior of Building. Landlord shall not place, or allow any other person or entity to place, any advertising, bas reliefs, murals or other decorations on the exterior walls of the area in which the Premises is located nor shall Landlord place, or allow any other person or entity to place any additional landscaping or plantings in such area in excess of that landscaping or planting in existence at the commencement of this Lease. Nothing stated herein is intended to prohibit Landlord from replacing the landscaping or plantings in existence at the commencement of this Lease as needed. c. Recording. Not Applicable d. Subordination, Non-Disturbance and Attornment Agreement. If there is now or will be a mortgage on the property which is or will be recorded prior to the Effective Date, the Landlord must notify the Postal Service of the facts concerning such mortgage. This Lease will be subject and subordinate to the lien of all existing mortgages or deeds to secure debt encumbering the property, provided that Landlord has obtained from such holder of any existing mortgage a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto. e. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. August 2017 Page 10 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT f. Interpretation. Section headings are not a part hereof and shall not be used to interpret the meaning of this Lease. This Lease shall be interpreted in accordance with the fair meaning of its words and both parties certify they either have been or have had the opportunity to be represented by their own counsel and that they are familiar with the provisions of this Lease, which provisions have been fully negotiated, and agree that the provisions hereof are not to be construed either for or against either party as the drafting party. g. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties as of the date hereof with respect to any matter mentioned herein. No prior agreement, correspondence or understanding pertaining to any such matter shall be effective to interpret or modify the terms hereof. This Lease may be modified only in writing, signed by the parties in interest, at the time of the modification. Landlord specifically acknowledges that the Postal Service's employees at the Premises do not have authority to modify the Lease or to waive the Postal Service's rights hereunder. h. Waivers. No waiver by the Postal Service or Landlord of any provision hereof shall be deemed a waiver of any other provision hereof and no waiver of any breach hereunder by Postal Service or Landlord shall be deemed a waiver of any subsequent breach by the Postal Service or Landlord of the same or any other provision. A party's consent to or approval of any act shall not be deemed to render unnecessary obtaining such party's consent to or approval of any subsequent act. No waiver shall be effective unless it is in writing, executed on behalf of Landlord or the Postal Service by the person to whom notices are to be addressed. i. Holding Over. If the Postal Service remains in possession of the Premises or any part thereof after the expiration of the term, with or without the written consent of Landlord, such occupancy shall be on all the terms of this Lease with the exception that the Postal Service will continue to pay either the last rental rate in effect prior to the expiration or termination of the Lease or the fair market value (as determined by the Postal Service in its sole, but reasonable, discretion) of the leasehold, whichever is higher. If the parties agree to and execute a new lease or a lease extension, the rent paid during the holdover period will be adjusted to reflect the rate negotiated by the parties for the new lease or lease extension, and the difference, if any, will be paid to Landlord along with the new rent for the new lease or lease extension, or credited to the Postal Service, if applicable. The Postal Service may terminate the Lease during the holdover period upon 60 days' prior written notice to Landlord without any liability hereunder to Landlord. Failure by the Postal Service to deliver keys to the Premises to Landlord or to remove its personal property therefrom at the end of the Lease term shall not be construed as an act of holdover by the Postal Service. j. Successors and Assigns. Subject to the provisions of this Lease, this Lease shall be binding upon and benefit the parties, their personal representatives, successors and assigns. k. Landlord's Access. Landlord and Landlord's agents shall have the right to enter the Premises upon reasonable prior written notice for the purpose of performing maintenance or repairs that are the responsibility of Landlord under this Lease. The Landlord's right of entry hereunder shall be exercisable only during normal business hours and only on the terms set forth below. All other access to the Premises, including but not limited to showing the property to potential buyers, and within 30 days of the end of the Lease term, showing the property to potential tenants, shall be at the sole discretion of the Postal Service. In the event of emergency requiring access after-hours, Landlord must call the Postal Inspection Service at 1-877-876-2455 Option 2 "Emergency" prior to entry. When entering or performing any repair or other work in the Premises, Landlord, its agents, employees and/or contractors (i) shall identify themselves to the Postal Service's personnel immediately upon entering the Premises, and must be accompanied by a Postal Service employee when not in public areas; and (ii) shall use commercially reasonable, good faith efforts not to materially or unreasonably affect, interrupt or interfere with the Postal Service's use, business or operations on the Premises or obstruct the visibility of or access to the Premises. In the event of substantial, material or unreasonable interference, the Rent and other payments and August 2017 Page 11 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT reimbursements due or to become due under this Lease all shall be equitably abated if the interference continues for more than 24 hours. In the event such interference shall continue for longer than 6 months, the Postal Service shall have the option to terminate this Lease or continue to operate with rent abatement until the interruption ceases. Notwithstanding the foregoing, in the event that, as a result of any substantial, material or unreasonable interference, the Postal Service is legally required to move any of its business operations, then Landlord shall reimburse the Postal Service for the actual reasonable costs incurred in connection with such move. I. Calendar Days. All references herein to "days" shall mean calendar days unless specified to the contrary. m. Counterparts. This Lease may be executed in counterparts, which together shall constitute a single instrument. The parties agree that if the signature(s) of either Landlord or the Postal Service on this Lease or any amendments, addendums, assignments, or other records associated with this Lease is not an original but is a digitally encrypted signature, then such digitally encrypted signature shall be as enforceable, valid and binding as, and the legal equivalent to, an authentic original wet signature penned manually by its signatory. n. Notices. Whenever a provision is made under this Lease for any demand, notice or declaration of any kind, or where it is deemed desirable or necessary by either party to give or serve any such notice, demand or declaration to the other party, it shall be in writing and sent by (i) United States mail, certified, postage prepaid or (iii) by Priority Mail Express (overnight), in each instance to the addresses set forth below or at such address as either party may advise the other from time to time. Notices to the Postal Service shall also include the identification of the facility name and location in such notices. Notices given hereunder shall be deemed to have been given three (3) days after the date of certified mailing or the next business day after being sent by Priority Mail Express (regardless whether the addressee rejects, refuses to sign, or fails to pick up such delivery). To Landlord at: With a copy to: To the Postal Service at: Contracting Officer 475 LEnfant Plaza SW Rm 6670, WASHINGTON, DC 20260-1862 With a copy to: Postmaster/Installation Head Anything in the foregoing to the contrary notwithstanding, in the case of multiple persons or entities comprising Landlord under this Lease or in the case of a person or entity acting as an agent of Landlord, notices to any one of such multiple persons or entities or notice to an agent of Landlord shall be deemed to be sufficient notice to Landlord o. Prompt Payment Act. The provisions of the Prompt Payment Act, 31 U.S.C. § 3901 shall apply to all Postal Service payment obligations under this Lease, including any interest or penalties for late payments. August 2017 Page 12 of 13 2 POSTAL I General Conditions to USPS Lease Facility Name/Location County: Lease:Q90000674655 DRAFT p. Payment Offsets. As required by 31 U.S.C. 3716, the Postal Service participates in the Treasury Offset Program of the Department of Treasury's Financial Management Service. Payments owed to Landlord from the Postal Service under this Lease are subject to offset in whole or in part to for the Landlord's delinquent tax and non-tax debts owed to the United States and the states and for delinquent child support payments. q. Real Estate Conflict of Interest Certification. As condition to the effectiveness of this Lease, Landlord shall complete and return the "Real Estate Conflict of Interest"form attached to this Lease at the time of Landlord's execution and delivery of this Lease. If Landlord's certification in such form is false, or Landlord breaches the certification and fails to notify the Postal Service Contracting Officer as provided therein, then the Postal Service may (i)withhold rent and all other payments and reimbursements until Landlord remedies the misrepresentation or the Postal Service waives such conflict of interest, (ii) terminate the Lease on a date set forth in the notice to Landlord without penalty, or (iii) exercise any other remedy it may have for damages or injunctive relief. The Postal Service may exercise any or all of the foregoing remedies. 11. FACILITIES NONDISCRIMINATION a. By executing this Lease, the Landlord certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform services at any location under its control where segregated facilities are maintained. b. The Landlord will insert this clause in all contracts or purchase orders under this Lease unless exempted by Secretary of Labor rules, regulations, or orders issued under Executive Order 11246. 12. CLAUSES REQUIRED TO IMPLEMENT POLICIES, STATUTES, OR EXECUTIVE ORDERS The following clauses are incorporated in this Lease by reference. The text of incorporated terms may be found in the Postal Service's Supplying Principles and Practices, accessible at http://about.usps.com/manuals/spp/htmI/spp10.htm or by searching www.usps.com. Clause 1-5, Gratuities or Gifts (March 2006) Clause 1-6, Contingent Fees (March 2006) Clause 9-3, Davis-Bacon Act (March 2006) Clause 9-7, Equal Opportunity (March 2006)2 Clause 9-13, Affirmative Action for Handicapped Workers (March 2006)3 Clause 9-14, Affirmative Action for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (February 2010)4 Clause B-25, Advertising of Contract Awards (February 2013) Note: For purposes of applying the above standard clauses to this Lease, the terms "supplier," "contractor," and "lessor" are synonymous with "Landlord," and the term "contract" is synonymous with "Lease." 1 For premises with net interior space in excess of 6,500 SF. 2 For leases aggregating payments of$10,000 or more. 3 For leases aggregating payments of$10,000 or more. 4 For leases aggregating payments of$25,000 or more. August 2017 Page 13 of 13 L SERVICE. Maintenance Rider Landlord Responsibility Facility Name/Location County: Lease:Q90000674655 DRAFT 1. Landlord shall, except as otherwise specified herein and except for damage resulting from, and to the extent of, the negligence of the Postal Service agents or employees (which portion of the damage arising directly from Postal Service agent or employee negligence shall be the responsibility of the Postal Service), maintain the Premises, including the building and any and all equipment, fixtures, systems, common facilities and appurtenances (including but not limited to parking lots, driveways, sidewalks and fencing), whether severable or non-severable, furnished by Landlord under this Lease, in good repair and tenantable condition consistent with standards of comparable buildings and/or projects located in the vicinity of the Property. Landlord's duties under this Rider shall include repair and replacement, as necessary, and includes without limitation: a. Landlord is responsible for inspection, prevention and eradication of vermin, birds, insects, including, without limitation, termites and any other wood-eating insects and for repairs of any damage resulting therefrom. b. Landlord is responsible to repair damages resulting from Acts of God; acts of public enemy, riot or insurrection; and vandalism and damages resulting from fire or other casualty (except to the extent such damages were caused due to the negligence of the Postal Service agents or employees in which case the Postal Service shall be responsible for the portion of repairs caused directly by its negligence). c. Any heating system and air conditioning equipment furnished by Landlord must be properly sized for the facility, must be in good working order at the commencement of the term, and must be maintained and, if necessary, replaced by Landlord to ensure that it remains in good working order and in proper operation; such system and equipment must be capable of cooling the Premises to 68 degrees Fahrenheit (68°F) and heating the Premises to 78 degrees Fahrenheit (78°F) in all enclosed portions of the Premises (excluding any rear vestibule) at all times. In addition, such system and equipment must provide heat to a minimum of 68 degrees Fahrenheit (68°F) and cooling to a maximum of 78 degrees Fahrenheit (78°F) in all enclosed portions of the Premises (excluding any rear vestibule) at all times during the appropriate seasons. Landlord shall be responsible for maintaining and servicing of the heating system and air-conditioning equipment, including, refrigerant and filters per manufacturer's recommendation as required for proper operation of the equipment and for replacing the same at the end of its useful life or earlier. Regardless of whether Landlord is required by the Lease to provide fuel for a heating system as set forth in the USE Rider, any investigative and remediation cost associated with a release of fuel from the heating system, including any fuel tank, shall be the responsibility of the Landlord, unless, and to the extent that, the release is caused due to the negligence of the Postal Service agents or employees, in which event the Postal Service shall be responsible for a portion of the investigative and remediation costs associated with the release to the extent such release was due directly to the Postal Service's agents' or employees' negligence. d. Boilers (heating and hot water supply) and unfired pressure vessels provided by Landlord as part of the Premises shall be maintained and, if necessary, replaced by the Landlord in accordance with ASME Boiler and Pressure Vessel Code, Sections IV, VI, and VIII; National Fire Prevention Association (NFPA)-70, National Electric Code; and/or ASME Safety Code No. CSD-1, Controls and Safety Devises for Automatically Fired Boilers; ASME A18.1, Safety Standard for Platform Lifts and Chairlifts; NFPA-54, National Fuel Gas Code; and NFPA-31, Oil Burning Equipment Code, as applicable, or as required by local ordinances. Current safety certificates issued by an organization recognized by the National Board of Boiler and Pressure Vessel Inspectors or a federal, state or municipal authority which has adopted the American National Standard Institute/American Society of Mechanical Engineers (ASME) Boiler and Vessel Code, must be provided by August 2017 Page 1 of 4 L SERVICE. Maintenance Rider Landlord Responsibility Facility Name/Location County: Lease:Q90000674655 DRAFT Landlord for boilers and unfired pressure vessels. In the event local jurisdictions do not require periodic inspection of such equipment, the Postal Service shall have the right to conduct inspections in accordance with the aforesaid codes, and may issue safety certificates, as appropriate. e. Any electrical/power system furnished by Landlord must be properly sized for the facility, must be in good working order at the commencement of the term, and must be maintained and, if necessary, replaced by Landlord to ensure that it remains in good working order and in proper operation. f. Whether public or private water or sewer systems are provided, said systems (including potable water) must be properly sized for the facility and be maintained in good working order at all times during the term and replaced by Landlord as necessary to ensure that the same remain in good working order as aforesaid, including any inspections that may be required. g. Landlord shall paint all interior and exterior previously painted surfaces as follows: no later than six (6) months following the start of the Lease term, unless painted within 60 months prior to the Commencement Date, and at least once every five (5) years during the continuance of the Lease term unless required more often because of damage from fire or other casualty. Landlord is required to apply only one coat of paint. If additional coats are required by the Postal Service, the Postal Service will be responsible for cost of additional coats of paint, including application costs. Landlord shall coordinate the painting schedule in advance with the Postal Service's on-site facility manager. The Postal Service will be responsible for moving furniture and equipment away from walls as required, provided that Landlord gives the Postal Service at least 60 days prior notice of the need to do so, and provided that Landlord shall not conduct any type of painting (interior or exterior) during the period beginning October 1 and ending January 30 during the Lease term. h. Any elevators, escalators and/or dumbwaiters provided by the Landlord as part of the Premises shall be maintained in good working order throughout the term, and, if necessary to ensure that the same remain in good working order and in proper operation, replaced by the Landlord in accordance with ASME A17.1, Safety Code for Elevators, Escalators, Dumbwaiters, and Moving Walks; ASME A17.2, Elevator Inspectors Manual; ASME A17.3 Safety Code for Existing Elevators and Escalators; ASME A17.4, Emergency Evacuation Procedures for Elevators; and ASME A17.5, Elevator and Escalator Electrical Equipment. Landlord must ensure that current safety certificates for elevators, dumbwaiters and escalators are issued by an organization authorized to inspect in accordance with the ANSI/ASME Code for Elevators, Dumbwaiters and Escalators or appropriate federal, state or municipal authority. In the event local jurisdictions do not require periodic inspection of such equipment, the Postal Service shall have the right to conduct inspections in accordance with the aforesaid codes. i. Any wiring, including, but not limited to, wiring for the Electronic Security and Surveillance Equipment (ESS), Closed Circuit Television (CCTV), Very Small Aperture Terminal (VSAT), Criminal Investigation System (CIS), Intrusion Detection System (IDS), etc., installed by Landlord shall be maintained, and if necessary, replaced by Landlord. However, the Landlord shall not attempt any maintenance of, or repair of, or interfere with, the actual security, telephone, or telecommunications equipment, such as cameras, consoles, monitors, satellite dishes, telephone handsets, and Point-of-Service (POS) equipment. j. Landlord is responsible for all utilities including all systems and structures and the components thereof which deliver such utility services to the Premises, including but not limited to base building plumbing, pipes, conduit, wiring, and related components located within the facility including, without limitation, behind walls, August 2017 Page 2 of 4 L SERVICE. Maintenance Rider Landlord Responsibility Facility Name/Location County: Lease:Q90000674655 DRAFT under floors and inside ceilings. This excludes additional systems and/or structures that were specifically installed by the Postal Service or its contractors for the Postal Service's particular furniture, fixtures, and equipment (FF&E) needs. 2. Notwithstanding anything herein to the contrary, the Postal Service shall, except for damage resulting from, and to the extent of, the negligence of Landlord, maintain the following items at the Premises if originally installed by the Postal Service: flag poles, dock lifts, roll-up customer service windows, roll-up doors, scissor lifts, electronic security systems, and lobby and back-door locks. The Postal Service's duties include repair and replacement, as necessary, and shall be fulfilled at such time and in such manner as the Postal Service reasonably considers necessary to keep such items in proper condition during the Lease term. The Landlord shall be responsible for the portion of maintenance, repair and replacement costs for damage to such items resulting directly from its negligence. 3. Whenever the Landlord's obligation for maintenance, repair, or replacement arises under this Lease, Landlord shall make all repairs promptly but in any event within the time period provided in the Postal Service's notice to Landlord and submit photographs of the completed repair to the Postal Service at the address designated in such notice provided by the Postal Service. If Landlord fails to make such repairs within the time period set forth in the Postal Service's notice to Landlord (except when the repairs require more time than as provided in the Postal Service's notice to Landlord and Landlord proposes another time period for completion acceptable to the Postal Service), the Postal Service may (i) perform the maintenance, repair, or replacement (by contract or otherwise) and recover the cost plus any administrative cost and/or interest, from the Landlord and from Rent and other payments and reimbursements due or to become due to Landlord, or (ii)terminate the Lease on a date specified by the Postal Service in the notice to Landlord. Notwithstanding the foregoing, in the event of an emergency (as reasonably determined by the Postal Service), the Postal Service may give Landlord such shorter notice as is practicable under the circumstances, including by telephone, and if Landlord fails to make such repairs immediately, the Postal Service may immediately perform the maintenance, repair, or replacement (by contract or otherwise) and recover the cost plus any administrative cost and/or interest, from Landlord and from Rent and other payments and reimbursements due or to become due to Landlord. The Postal Service may abate Rent and all other payments due or to become due under this Lease for any period the Postal Service reasonably determines all or any portion of the Premises, any common areas of the Property providing access to the Premises, or parking areas are untenantable or unfit for the Postal Service's use. The remedies provided in this section are non-exclusive and are in addition to any remedies available to the Postal Service under applicable law. 4. In performing the maintenance, repair and/or replacement obligations under this Lease, Landlord must: a. comply with applicable Occupational Safety and Health Standards, title 29 Code of Federal Regulations (CFR) (including but not limited to Parts 1910 and 1926), promulgated pursuant to the authority of the Occupational Safety and Health Act of 1970 (OSHA); b. comply with any other applicable federal, state, or local regulation governing workplace safety to the extent they are not in conflict with section (a) above; and August 2017 Page 3 of 4 L SERVICE. Maintenance Rider Landlord Responsibility Facility Name/Location County: Lease:Q90000674655 DRAFT c. take all other proper precautions to protect the health and safety of: (1) any laborer or mechanic employed by the Landlord in performance of this Lease; (2) Postal Service employees; and (3) the public. Landlord must include this clause in all contracts hereunder and require its inclusion in all subcontracts of a lower tier. The term "Landlord" as used in this clause in any contract must be deemed to refer to the contractor. August 2017 Page 4 of 4 L SERVICE. Tax Rider Percentage Reimbursement of Paid Taxes Facility Name/Location County: Lease:Q90000674655 DRAFT Assessor's Parcel Number: a. Definitions Ad Valorem means according to the value of the property. Property Tax Rate is an amount expressed as dollars and cents per$100.00 or per$1,000.00 of assessed value or as mills per$1.00 of assessed value as set by authorities for tax jurisdictions, which is applied to the value of the land, improvements on the land, or both, to determine some kinds of Real Property Taxes. Real Property Taxes, as used in this clause, shall mean those taxes, including Ad Valorem taxes, special assessments, fees and charges, that are assessed against any or all taxable real property appearing on the assessment roll or list in a taxing authority's jurisdiction and that are identified by a taxing authority for the support of government activities within its jurisdiction, whether such activities are general or specifically identified. Real Property Taxes also include administrative charges or fees imposed by a taxing authority, including those for the support of its assessment and collection activities and any future taxes or charges imposed upon Landlord or assessed against the Property which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by rents payable. b. Landlord agrees to pay all taxes of any kind, including Real Property Taxes, and fees of every kind and nature levied on the Premises. c. The Postal Service will reimburse Landlord 0% ("Tenant's Share") of the total paid Real Property Taxes in accordance with this Tax Rider. Tenant's Share shall be determined by a fraction, the numerator of which is the square feet of floor area in the premises and the denominator of which is the square feet of floor area of all building or buildings in the Property, as may be changed from time to time. Tenant's Share was computed as follows: ENTER CALCULATION 1. Landlord may submit not more than one request for reimbursement in any calendar year, irrespective of the number of taxing authorities included; and reimbursement will be made not more than one time annually by the Postal Service. 2. No reimbursement will be made for fines, penalties, interest or costs imposed for late payment. 3. Reimbursement will be made only for net paid taxes, less Tenant's Share of the maximum discount allowed by the taxing authority for prompt or early payment, regardless of whether Landlord actually received any such discount. 4. Reimbursement will be made only for taxes levied for periods of time within the term of this Lease in accordance with the provisions of this Lease. 5. In order to qualify for reimbursement, the tax bill as issued by the taxing authority must include the Premises. 6. Landlord must provide copies of the front and back of the complete tax bill issued by the taxing authority, along with satisfactory proof of payment. Satisfactory proof of payment shall be (i) a receipt for payment shown on the face of the tax bill, (ii) a copy of the front and back of the canceled payment check, (iii) a statement from a lender verifying payment of the tax, or (iv) other documentation reasonably satisfactory to the Postal Service. 7. Incomplete or improper requests for reimbursement will be returned to Landlord without payment. 8. Landlord must include the city, state, and the Postal Service facility ID# as set forth in the header on this Lease on the request for reimbursement. August 2017 Page 1 of 3 L SERVICE. Tax Rider Percentage Reimbursement of Paid Taxes Facility Name/Location County: Lease:Q90000674655 DRAFT 9. Landlord agrees to submit a request for reimbursement of taxes within 18 months after the date of payment by Landlord. In the event Landlord fails to submit its request for reimbursement within that time period, the Postal Service is not required to reimburse paid taxes. d. The Landlord must promptly furnish to the Postal Service copies of all notices that may affect the valuation of the Premises for Real Property Tax purposes or that may affect the levy or assessment of Real Property Taxes thereon. If Landlord does not timely furnish such notices relating to valuation changes or the levy or assessment of taxes or fails after being requested in writing by the Postal Service to meet any legal prerequisite for appeal, and as a result the Postal Service loses the ability to exercise its right, as stated in e. below, to contest the validity or the amount of the taxes, then the Postal Service shall be responsible to reimburse Landlord for only 75% of Tenant's Share of the reimbursable taxes due for the year involved. All notices required under this paragraph must be delivered within 10 days from the receipt thereof by Landlord in accordance with the delivery methods of Section 10(n) of the General Conditions to USPS Lease but to the following address: Contracting Officer 475 LEnfant Plaza SW Rm 6670 WASHINGTON, DC 20260-1862 e. The Postal Service may contest the validity of any valuation for Real Property Tax purposes or of any levy or assessment of any Real Property Taxes by appropriate proceedings either in the name of the Postal Service or of the Landlord or in the names of both. Notwithstanding any contest of valuation, Property Tax Rate, levy or assessment, Landlord must pay under protest the Real Property Taxes involved when requested to do so by the Postal Service. The Landlord, upon reasonable notice and request by the Postal Service, must join in any proceedings, must cooperate with the Postal Service, and must execute and file any documents or pleadings as the Postal Service may require for such proceeding, provided the Landlord is reasonably satisfied that the facts and data contained therein are accurate. Landlord will not be responsible for the payment of expenses, penalties, costs, and legal expenses in connection with any protest or appeal proceedings brought by the Postal Service, and the Postal Service will reimburse the Landlord for any such expenses, penalties, costs, and legal expenses actually and reasonably paid by Landlord. Landlord hereby authorizes the Postal Service as its agent to represent its interest in any appeal or protest proceeding authorized under this paragraph. f. Landlord shall promptly notify the Postal Service of any appeal or other action it takes or initiates to adjust any valuation of the property, Property Tax Rate, or levy or assessment of Real Property Taxes. The Postal Service will not be responsible for the payment of expenses, penalties, costs, and legal expenses in connection with any protest or appeal proceedings brought by Landlord, but shall be entitled to Tenant's Share of any and all monies obtained through such actions or any other refunds or remissions of Real Property Taxes paid in any year subsequent to the commencement of the Lease. If any such refunded or remitted monies are paid or delivered to Landlord, Landlord must immediately forward Tenant's Share to the Postal Service. If Landlord is informed that he is entitled to a refund or remission of monies paid as Real Property Taxes upon the submission of an application, Landlord will promptly make and file such application, and upon receipt of such refund or remission, immediately forward it to the Postal Service. The Postal Service reserves the right to offset Tenant's Share of refund and remission payments not so obtained or forwarded, against Rent or other payments due the Landlord. g. The Postal Service is entitled to the benefits of all tax exemptions or abatements authorized by law or regulation that may be available with respect to the Premises. Landlord shall take all necessary steps to obtain such exemptions or abatements. The Postal Service reserves the right to offset against Rent or other payments due the Landlord the amount or value of any abatement or exemption that would have been available if Landlord had properly applied for it, and any amount for which the Postal Service is not to be responsible under paragraph (d), above. August 2017 Page 2 of 3 L SERVICE. Tax Rider Percentage Reimbursement of Paid Taxes Facility Name/Location County: Lease:Q90000674655 DRAFT h. Nothing herein contained shall operate to waive or deprive the Postal Service of any rights, privileges or immunities it enjoys under law. i. In the event that the site is enlarged or decreased, or the Building is altered in any way that may affect the assessment value of the total Property, the percentage shown in paragraph c. above, shall be recomputed to reflect the correct proportion of the value of the Premises to the relative value of the total Property. August 2017 Page 3 of 3 UNITEDSTAT L I . Utilities, Service, & Equipment Rider Facility Name/Location County: Lease:Q90000674655 DRAFT 1. HEAT Landlord must furnish a heating system in good working order at the commencement of the Lease term. The Postal Service pays all recurring fuel charges, provided such charges are separately metered, at Landlord's expense, for the Postal Service's consumption. 2. AIR CONDITIONING Landlord must furnish air conditioning equipment in good working order at the commencement of the Lease term. The Postal Service pays all recurring power charges for the air conditioning equipment, provided such charges are separately metered, at Landlord's expense, for the Postal Service's consumption. 3. ELECTRICITY Landlord must furnish and maintain an electrical system in accordance with the Maintenance Rider. The Postal Service will pay all recurring electric bills, provided such charges are separately metered, at Landlord's expense, for the Postal Service's consumption. 4. LIGHT Landlord must provide light fixtures in good working order and maintain, repair and replace the same to ensure that the light fixtures remain in good working order throughout the Lease term. Landlord is not responsible for replacement of light bulbs. 5. WATER Landlord must furnish and maintain at all times throughout the Lease term a potable water system in good working order, in accordance with the Maintenance Rider. The Postal Service pays for all recurring water charges, provided such charges are separately metered, at Landlord's expense, for the Postal Service's consumption. 6. SEWER Landlord must furnish and maintain at all times throughout the Lease term a sewer system in good working order, in accordance with the Maintenance Rider. The Postal Service pays for all recurring sewer charges, provided such charges are separately metered, at Landlord's expense, for the Postal Service's use. 7. TRASH Landlord agrees to furnish and pay for all trash removal for the Premises. Landlord may, however, include charges and fees associated with trash removal in the CAM Costs, and the Postal Service will reimburse the same in accordance with the CAM Rider attached to this Lease. 8. SNOW Landlord agrees to furnish and pay for the timely (but in no event later than as required by local law) removal of snow and ice from the roof and the sidewalks, driveway, parking and maneuvering areas, and any other areas providing access to the Premises for use by the Postal Service's employees, contractors, or the public (including, but not limited to, stairs, handicap access ramps, carrier ramps, etc.). August 2017 Page 1 of 2 UNITEDSTAT L I . Utilities, Service, & Equipment Rider Facility Name/Location County: Lease:Q90000674655 DRAFT 9. CUSTODIAL SERVICES The Postal Service agrees to furnish and pay for all custodial services for the Premises. August 2017 Page 2 of 2 2 UNITEDSTATES Subordination, Non-Disturbance and Attornment POSTAL SERVICE. Agreement Facility Name/Location County: Lease:Q90000674655 DRAFT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"), dated this day of , 20 between the UNITED STATES POSTAL SERVICE, an independent establishment of the Executive Branch of the government of the United States ("the Postal Service") and ("Mortgagee"), having its principal place of business at RECITALS: A. The Postal Service is the tenant under that certain lease executed between the Postal Service and ("Landlord") dated [as amended by dated as of 1 ([the lease and all amendments thereto are] hereinafter referred to as the "Lease"), covering all or a portion of property legally described in Schedule A attached hereto and made a part hereof(the "Property"). B. Mortgagee has made a loan (the "Loan") to Landlord which is secured, in part, by the lien of a mortgage and an assignment of leases and rents, each executed and delivered by Landlord to Mortgagee encumbering the Property (collectively, the "Mortgage"). NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Subordination. The Lease and all terms thereof, including, without limitation, any options to purchase, rights of first refusal, and any similar rights, are and shall be subject and subordinate to the lien of the Mortgage, and to all amendments, modification, replacements and extensions thereof, to the full extent of the principal, interest, fees, expenses and all other amounts secured thereby. 2. Non-Disturbance. In the event of a foreclosure of the Mortgage, provided that at the time of the commencement of any such action or proceeding the Postal Service shall not be in default under any of the terms of the Lease beyond the expiration of any applicable notice or grace periods, Mortgagee agrees for itself and its successor and assigns that it will not join the Postal Service in summary or foreclosure proceedings unless applicable law requires Mortgagee to join all commercial occupants of the Property in such proceedings and then such joinder shall be for notice purposes only and that the leasehold interest of the Postal Service under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Mortgagee shall recognize and accept the Postal Service as tenant under the Lease subject to the terms and provision of the Lease. Nothing herein shall be construed as a waiver of the Postal Service's sovereign immunity or as a consent or agreement by the Postal Service to subject itself to the jurisdiction of any state or local governmental entity or court of law. 3. Attornment. Upon the conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby as provided in this Agreement, and the Postal Service agrees to attorn to the transferee of the August 2017 Page 1 of 5 2 UNITEDSTATES Subordination, Non-Disturbance and Attornment POSTAL SERVICE. Agreement Facility Name/Location County: Lease:Q90000674655 DRAFT Property (the "Transferee") as the landlord under the Lease and the Transferee shall accept such attornment; provided, however, if requested by Transferee, the Postal Service shall execute a new lease with the Transferee, for a term equal to the remaining term of the Lease and otherwise containing the same provisions and covenants and in form acceptable to the Postal Service. 4. Notice to Mortgagee. Prior to terminating the Lease due to a default by Landlord thereunder, the Postal Service agrees to notify Mortgagee of such default in writing and give Mortgagee the opportunity to cure such default within thirty (30) days of Mortgagee's receipt of such notice, or if such default cannot reasonably be cured within such thirty (30) day period, Mortgagee shall have such longer time as may be necessary to cure the default provided that Mortgagee commences the cure within such period and diligently pursues the cure thereafter, but not to exceed sixty (60) days after Mortgagee's receipt of the notice. 5. Notices. All notices or other written communications hereunder shall be deemed to have been properly given if delivered in accordance with the delivery methods under the Lease, addressed to the Postal Service at the addressed identified in the Lease and addressed to Mortgagee at the address identified above. 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. 7. No Oral Modifications. This Agreement can be modified only in writing duly executed by both parties. 8. Choice of Law. This Agreement shall be governed and interpreted in accordance with Federal Law, however if there is no applicable Federal law then the law of the state where the Premises are located shall be applied. Venue shall lie only in the Federal courts. 9. Duplicated Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. [Signature Page Follows] August 2017 Page 2 of 5 2 UNITEDSTATES Subordination, Non-Disturbance and Attornment POSTAL SERVICE. Agreement Facility Name/Location County: Lease:Q90000674655 DRAFT IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and the year first above written. MORTGAGEE: BY: NAME: TITLE: Subscribed and Sworn to before me, a notary public, in and for County, State of this day of Notary Public My commission expires POSTAL SERVICE: UNITED STATES POSTAL SERVICE BY: NAME: TITLE: August 2017 Page 3 of 5 2 UNITEDSTATES Subordination, Non-Disturbance and Attornment POSTAL SERVICE. Agreement Facility Name/Location County: Lease:Q90000674655 DRAFT Subscribed and Sworn to before me, a notary public, in and for County, State of this day of Notary Public My commission expires August 2017 Page 4 of 5 2 UNITEDSTATES Subordination, Non-Disturbance and Attornment POSTAL SERVICE. Agreement Facility Name/Location County: Lease:Q90000674655 DRAFT SCHEDULE A (to SNDA) LEGAL DESCRIPTION Provide Floorplan August 2017 Page 5 of 5 L SERVICE. Renewal Option Rider (Market Value) Facility Name/Location County: Lease:Q90000674655 DRAFT The Postal Service may exercise an option to renew this Lease pursuant to Paragraph 4, and given that the Lease does not designate a specific rental rate; the parties shall determine the appropriate, market value rent for that renewal term as follows: 1. Not less than 12 months prior to the expiration of the then current lease term, the Postal Service shall give written notice to Landlord advising Landlord of the Postal Service's opinion of the appropriate market value rent of the Premises, which shall be stated as a flat annual rate for the duration of the renewal option period. This opinion shall be based on an appraisal procured by the Postal Service at its sole cost and performed by a "Qualified Appraiser(as defined herein) prepared in accordance with the professional appraisal standards and practices as outlined in the Uniform Appraisal Standards for Federal Land Acquisitions, Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) of 1989 and current version of the Uniform Standards of Professional Appraisal Practice (USPAP), as applicable (as applicable, each an "Appraisal Standard"). If certain approaches or requirements outlined in the applicable Appraisal Standard are not applicable to the subject assignment, such appraisal report must identify that approach or requirement, together with a brief explanation for its omission. Upon request, a copy of the appraisal's summary page/transmittal letter shall be provided to Landlord. A'Qualified Appraiser' is an individual who holds a Certified General Appraiser license in the state or territory where the subject property is located and currently holds an MAI designation from the Appraisal Institute. 2. If Landlord disagrees with the written notice from the Postal Service advising Landlord of the Postal Service's opinion of the appropriate market value rent for the Premises, then Landlord shall at its sole cost within 30 days following receipt of such written notice from the Postal Service, procure an appraisal by a Qualified Appraiser prepared in accordance with the applicable Appraisal Standard. A copy of the appraisal's summary shall be provided to the Postal Service. If Landlord fails to provide an appraisal summary as specified herein, then the renewal term rent shall be the market value rent established by the Postal Service's appraisal in which event, the Postal Service shall then timely exercise the renewal option at such rent. 3. If Landlord's appraisal summary amount is within 10% of the Postal Service's appraisal summary amount, then the renewal term rent shall be the arithmetic average of the two appraisal summaries. The Postal Service shall then timely exercise the renewal option. If the difference between the two appraisal summaries is greater than 10%, Landlord and Postal Service shall attempt to agree in writing on the market value rent during the 30 day period following delivery of the Landlord's appraisal summary to the Postal Service (the "final negotiation period"). If the parties reach agreement on the market value rent, the Postal Service shall timely exercise the renewal option. If the parties are unable to reach agreement during the final negotiation period, then Landlord shall provide the Postal Service with a list of three Qualified Appraisers within 10 days after request from the Postal Service. The Postal Service shall select one appraiser from this list to perform an appraisal review (or, if Landlord fails to provide a list, the Postal Service shall select an appraiser) (the "Third Appraiser"). Within 30 days, the Third Appraiser shall review both full narrative appraisal reports, establish an appropriate annual market value rent for the renewal term and forward copies of the completed appraisal review to the Postal Service and Landlord. The Postal Service then may, but shall not be obligated to, timely exercise the renewal option. If the Postal Service elects to exercise the renewal option, the rent shall be established at 95% of the annual rental amount determined by the Third Appraiser for the renewal term of the Lease. 4. Landlord and Postal Service shall share equally the cost of the Third Appraiser, as follows. The Postal Service shall contract for the Third Appraiser using its standard Contract for Real Estate Services. Landlord shall reimburse the Postal Service 50% of the cost of the Third Appraiser within 60 days of presentation of the Third Appraiser's invoice(s). If Landlord fails to pay this 50% share within said time period, the Postal Service may deduct that amount from the following month's rent without further notice to Landlord. August 2017 Page 1 of 2 L SERVICE. Renewal Option Rider (Market Value) Facility Name/Location County: Lease:Q90000674655 DRAFT 5. If the parties have not completed the appraisal/market value rent determination process and the date for the Postal Service to exercise the renewal option is approaching, the Postal Service shall timely exercise the renewal option at the Postal Service appraiser's market value rent figure (pursuant to paragraph 1 above) and shall not be considered a holdover tenant; provided that if the parties fail to complete the appraisal/market value rent determination process prior to the date for the Postal Service to exercise the renewal option due to the failure of the Postal Service to begin the rent determination process within the time frame set forth in paragraph 1 above, then if the Postal Service elects to exercise the renewal option, the rent for that renewal period shall be the Landlord's appraiser's market value rent figure (unless Landlord did not timely procure its appraiser's market value determination, in which event the Postal Service appraiser's market value rent figure shall apply). Once the renewal term's appropriate market value rent has been determined as noted above, the Postal Service will either pay to Landlord any incremental rental increase for this interim period or deduct any incremental rental decrease for this interim period from rent or other payments due to Landlord under the Lease. August 2017 Page 2 of 2 �' i �Y V ` B E AC H !a AGENCYsii C�d R ACOMMUNITY REDEVELOPMENT CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.C. SUBJECT: Semi-Annual Progress Report for the Purchase and Development Agreement with Wells Landing Apartments, LLC d/b/a Heart of Boynton Village Apartments SUMMARY: As a result of the issuance of a Request for Proposals (RFP) and Developer Qualifications (RFQ), the CRA Board selected Centennial Management Corporation (CMC) as the developer at their January 8, 2019 Board meeting, for the mixed-use redevelopment project (n.k.a. Wells Landing Apartments, LLC d/b/a Heart of Boynton Village Apartments and Heart of Boynton Shops) on the CRA owned properties located within the E. Martin Luther King Jr. Boulevard Corridor. The mixed use development will provide 124 affordable multi-family rental units as well as 8,250 square feet of leasable neighborhood serving commercial space (Attachment 1-111). Under the terms of the Purchase and Development Agreement that was executed on September 16, 2019, and last amended on July 1, 2020 (see Attachments IV-VI), CMC is required to submit a semi-annual progress report commencing on December 1, 2019, until project completion (see Attachment V 11). Representatives from CMC have been invited to attend the September 13, 2022 Board meeting. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial component); TI RFA $1,630,280 and $433,008.45 Second Development Agreement for the Residential Component. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: No action is required at this time unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I - M LK Jr Blvd Project Site Plan - North D Attachment II - M LK Jr Blvd Project Site Plan -South D Attachment III - M LK Jr. Blvd. Mixed Use Development Project Renderings D Attachment IV - Purchase and Development Agreement D Attachment V - First Addendum to Contract D Attachment VI -Second Amendment D Attachment Vll- P&D Semi-Annual Report �oS1031IHHOklW IM3 fi9M3Hl0-1 IWC �22d £}} Q o m Z o Q o VHO m C�...,....,..� o U S o "L Z Q o g O 3 1 1 L<G 1--.. u m C a o a=o mpz m s z z a RV, l.i 5� h ° _ ° m I I _ . EN owa mo a I w - fifi m IQ a o III >! o 0 m o� m oil ci 0 QI � o w! C-4It u. 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U oav w III11111oela;.w�I 1111111Ia e�liIII, oaarvHeamv 11 aH ora wowalnoaa oiaoa�a emolenHwl.ai amvemowam000 I ulaI mie ra�aoi occ I.... 1 i'H.v3 e m3 ii 3..3na.E_1"a",I,Hc, z Z o fi91$"l"lwoCIO 0 Z Z co -z C) a .o .o N oVHO 15 - oo r wo ❑ o f} m � U rA AM Z O Q j _ W Lu w o EM 0 — Noll 01 K ® Zm v I wl nl ;I III WA MA 101 Z- o w � II = SII ® rwm J W ® o-n N m Q Q LU Jill w LU m J J W � � e N s W 11 1 1 wm Q °oEE°aino��`�H�d3e�3i�33a 3�aa`n3vN3�nodM3NMfiE� z � U'� N a 0 0 m OVH9 U O o U N r w 0 Q z�W W C6I" CQ H < ry Q 12 n - - -'o - o Iz w o o. o a �a mp O �w - O n Gm Gm - m r EIMEIJE0 0]El 0 'RPW L'I 'll " O i r � f ` Eli � Q Wl J m E-3G O ISI. w El 'Ell I 4-'o l OP F=lo 1r 'FT =tv �,i �� 1 ..,. ,I IZ �O f � pe HT" 0e �OI�� ! �f I Ell w -- J w H 0 w e 0 w w N-LU � SE— E a' 1,"'i �a Saov��v� 5 s iI§ G j t a s� a� f � u ut;4 a�a � - �u a - a� i}t(afjr`saafF�\(s�as �i� � p 5 ( ja4� f � r t — } a f14s- 5.. c x' e I j t i I PURCHASE AND DEVELOPMENT AGREEMENT This Purchase anevelooment Agreement (hereinafter "Agreement") is made and entered into as oft a Effective Date (hereinafter defined), vy and between BOYNTON BEACH COMMUNITY REDEVELOPMETAS , a public agency created pursuant to Chapter 163, Part III, of the'Florida Statutes (hereinafter "SELLER" or " ") and Wells Landing Apartments,LLC or its affiliated assignee (hereinafter"PURCHASER," and together with the SELLER,the "Parties"). In consideration of TEN AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of is is hereby acknowledged,the Parties hereto agree as follows- 1. PURCHASE AND SALE Z PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A," attached hereto(hereinafterthe"Property")'.The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effected in order to reduce slum and blight and to enable the construction of a mixed use adordable multi-family rental community as set forth in Section 18.2 (the"Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be TEN AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSIT. An Initial Deposit in thea of FIVE THOUSAND AND 00/100 ($5,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The sit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. m.4. EFFECTIVE DATE.The date of this Agreement(the"Effective Date")shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING DATE. PURCHASER shall make every reasonable effort to close on or before October 15, 2019, at such location to which the parties may mutually agree in writing. In the event the closing is delayed for any reason,PURCHASER may request,and SELLER may grant, in SELLER's sole and absolute discretion, up to three(3),thirty(30) day extensions of the Closing Date. The Parties understand and agree that this Agreement shall automatically terminate should closing not occur by October 31, 2019. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER by 01878659-2 1 of 31 Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively,the "Permitted Exceptions"): a) General real estate taxes and special assessments for the year of 'Closing and subsequent years not yet due and payable; b) Covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (as hereinafter defined), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 7. INVESTIGATION OF THE PROPERTY. For a period of thirty(30)days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of thea rri vernmental authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase 11 environmental investigations, is PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion,to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, repair and restore any damage caused to the Property by PURCHASER'S testing and investigation;and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and holdE'SLLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including,without limitation, any construction liens resulting therefrom)or for damage to persons or property(subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive closing or the termination or expiration of this Agreement. 7.1 SELLS 's Documents. SELLER shall deliver to -PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this 2 of 31 Agreement:any existing title policies, appraisals,copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits,authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regardingthe Property or SELLER with respect to the Property. 7.2 Title Review. Within twenty (20) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the fair market value of the Property subject only to the Permitted Exceptions,together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections,then SELLER shall have thirty(30)days to undertake all reasonable activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed,the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of: (1) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, (ii) accepting the Title to the Property as of the time of Closing; or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing.All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment,subject to the provisions of this Section. 7.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey(the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on ®1178659.2 3of31 i setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement,or applicable governmental regulations,the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2 Pending Proceedings. At Closing, there shall be no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property,which have not been disclosed, prior to closing,and accepted by PURCHASER. 8.3 Compliance with Laws and_Regulations. The Property shall be in compliance with all applicable federal,state and local laws,ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9. CLOSING DOCUMENTS.The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver,or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens,encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 9.2 SELLER's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER.SELLER shall also furnish to PURCHASER a non-foreign person affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 9.3 Closing;Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall 01175659-2 4of31 — also execute and deliver at Closing. 9.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or are reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. I 10. PRORATI CLOSING COSTS AND CLOSING PROCEDURES, I I 10.1 Prorations.Taxes fort a Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's ills e. If current year's assessment is not available,then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of a tax bill which discloses an actual difference in thea of of the taxes estimated at Closing that exceeds$1,000.00. 10.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. PURCHASER shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 10.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (a)) disburse the sale proceeds to SELLER; (b) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and, promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 11.1 Authority. The execution and delivery of this Agreement by SELLER 011786S9-2 5 of 31 and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property,free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions. 11.3 LitigaKion. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 11.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 11.5 Acts Affecting P[qpgrty. From and after the Effective Date, SELLER will refrain from (a)performing any grading,excavation,construction,or making any other change orimprovement upon ora out the Property; (b)creating or incurring,or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property otherthan the Permitted Exceptions(including the mortgages,liens,pledges.,and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 12. DEFAULT PRIOR TO CLOSING. 12.1 PURCHASER'S Default Prior to ClgLn&. In the event that this transaction falls to close due to a wrongful refusal to close or default on the part of PURCHASER,SELLER shall be entitled to terminate this Agreement and retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 12.2 SELLER'S Default Prior to Closing. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to closing, PURCHASER may, at its option declare SELLER in default under this Agreement in is event PURCHASER'shall be entitled to the return of its Deposit and this Agreement shall terminate and neither Paity shall have any further rights or obligations hereunder. 12.3 Notice of Default Prior jq Closing. Prior to declaring a default prior 0117909.2 4 6 of 31 to closing and exercising the remedies described inthis Section,the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) as from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4 Survival. The provisions of this Section 12 shall survive the termination oft is Agreement. 13. NOTICES.All notices required inthis Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to SELLER: Boynton each Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton each, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman &Walker, P.A. 515 North Fla ler Drive,Suite 1500 West Palm each,Florida 33401 If to PURCHASER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 With a copy to: James Hurchalla, Esq. 1700 E Las Olas Boulevard,Suite 206 Fort Lauderdale, FIL 33301 14. BINDING OB,LIGA ION mn,MENT. The terms and conditions of this Agreement are hereby made binding on, ands all inure to the benefit of, the successors and permitted assigns of the Parties hereto. Upon written notice to SELLER,this Agreement may be freely assigned by PURCHASER to a wholly owned affiliate of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unaffiliated party shall be subject to the written approval of SELLER. 15. RISK OF LOSS. In the event the condition of the Property,or any part thereof, 01273659-2 ;4 7 of 31 is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect,as its sole option,to terminate this Agreement and receive a refund of the Deposit and the Parties shall have no furthero li ations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any governmental authority which shall relate tote proposed taking of any portion oft a Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing,SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen(15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER'S receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder, 16. BROKER FEES. The Parties hereby confirm that neither of the has dealt with any broker in'connection with the transaction contemplated by this Agreement. Each Party shall indemnify,defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees)of arty kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights.The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including,without limitation, applicable zoning and environmental laws and regulations. 18. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a multi-family affordable residential and commercial mixed use development as described herein. 18.1 SELLER Deggri.Apployal. The PURCHASER agrees that the SELLER shall have the right to approve the design of the Project, which approval shall not be unreasonably withheld.' PURCHASER shall submit plans to the SELLER for review prior to submission to the City of Boynton each("City")for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled 14 8 of 31 Board meeting after PURCHASER submits plans for approval. 18.2 Required Project Improvements, The Project shall be generally consistent with the Conceptual Site Plan attached hereto as Exhibit "C" ("Site Plan") however to the extent any conflict between the Site Plan and the terms of this Agreement, this Agreement shall control.The project shall include,at minimum,the following elements and improvements as allowed and provided for under the Land Development Regulations of the City of Boynton Beach: a) Unless otherwise agreed to in writing by the CRA, the Project will include construction of a mixed-use affordable multi-family rental community comprised of multiple buildings and providing a minimum of one hundred twenty four (124), 1-, 2- and 3- bedroom units including associated amenities. b) The Project will include a minimum of 8,250 square feet of commercial leasable space. c) If requested or required by the SELLER, the Project will be designed to be a gated community to enhance the effectiveness of the security plan and management of the Property. A decorative fence shall be installed around the buildings comprising the Project to create an attractive enclosed space. If requested or required by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry.Gates shall not be required if space required for gates (including stacking and turn-around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. d) The Project will have a minimum of an 8-foot sidewalk constructed on areas fronting E.Martin Luther KingJr.Boulevard where the development of residential use buildings occur and a minimum of a 16-foot sidewalk comprised of an 8-foot sidewalk and an 8 -foot pedestrian zone, as described in greater detail within the City's Land Development Regulations in front of the commercial portion of the project. e) The Project will have a minimum of a 6-foot sidewalk constructed throughout the entirety of the Project in areas not fronting E. Martin Luther King Jr. Boulevard. . f) The Project will include street lights installed along the entire 01178659-2 9 of 31 perimeter of the Project that are complimentary to those existing along E. Martin Luther in Jr. Boulevard adjacent to the Property. g) The Project will include on-street parking spaces, where feasible. h) The Project will.include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations, is will be installed along the entire perimeter and the interior of the Project site. I) The Project will include amenities forte exclusive use of residents within the proposed project boundaries. j) If necessary,at the discretion of the PURCHASER,the Project will include and provide accommodations for an onsite residential manager. k) The Project will include an open style commercial plaza space as a design element of the retail component is shall include but not limited to shade and landscape elements, hardscape design features and accent lighting features where feasible and appropriate with preference given to the areas located fronting Martin Luther in Jr. Boulevard. 18.3 Local Contractors. PURCHASER commits to making reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors is defined as those contractors: 1) having a City of Boynton each Business Tax Receipt, having a business address within the boundary limits of the City of Boynton each, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm each County and meeting all of the requirements to do business within the City of Boynton each during construction of the Project. PURCHASER also commits to making reasonable effort toemploy residents of the Heart of Boynton District and the City of Boynton each as part of the completed Project's operations and property management team.These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project,the Developer shall: a) Host a minimum of two (2)job fairs; b) Give priority to Contractors and Sub-contractors that are 10 of 31 Locally Owned Small Businesses to participate in the construction of the Project as described in this Section. ; c) Include in all agreements with Contractors and Sub-contractors requirements that the Contractors use good faith efforts to hire and train City residents to participate in the construction of the Project; d) As identified and appropriate, notify and refer job training and job placement opportunities to the Boynton Beach Community High School, South Tech Academy in Boynton Beach, Palm Beach State College and Career Source of Palm Beach County in the event each offer such a program and are ready,willing and able to provide such training;and e) Pay or cause to be paid new hires for operations and property management positions a minimum of the living wage for Palm Beach County. 18.4 Construction Permit Approval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with development and construction of the Project including the formulation of the Project's design and construction documents as well any and'all applicable permit fees associated with the Project. 18.5 REPORTING. PURCHASER shall provide the CRA Board with a report detailing the status of the project and PURCHASER's compliance with the terms of this Agreement on December 1, 2019, and at least every six months thereafter until the CRA deems the project complete. Further, PURCHASER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 19. FUNDING OPTIONS. PURCHASER shall have the following options to obtain funding for the Project. PURCHASER shall provide the CRA with copies of all applications for, and notifications regarding, thea plication oraward of any of the funding options below. on selection of one of the following funding options, the, final budget fort project shall be presented to the CRA Board for its approval, which approval will not be unreasonably withheld or require changes that of impact PUC HASE R's and of any state or federal funding. As part of its approval of the final budget, the CRA Board may, at . its sole discretion, provide additional funding to PURCHASER to fund the addition of elements to the Project, which funding PURCHASER shall accept and integrate into the 0117809-2 11 of 31 5 s iI§ G j t a s� a� f � u ut;4 a�a � - �u a - a� i}t(afjr`saafF�\(s�as �i� � p 5 ( ja4� f � r t — } a f14s- 5.. c x' e I j t i I PURCHASE AND DEVELOPMENT AGREEMENT This Purchase anevelooment Agreement (hereinafter "Agreement") is made and entered into as oft a Effective Date (hereinafter defined), vy and between BOYNTON BEACH COMMUNITY REDEVELOPMETAS , a public agency created pursuant to Chapter 163, Part III, of the'Florida Statutes (hereinafter "SELLER" or " ") and Wells Landing Apartments,LLC or its affiliated assignee (hereinafter"PURCHASER," and together with the SELLER,the "Parties"). In consideration of TEN AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of is is hereby acknowledged,the Parties hereto agree as follows- 1. PURCHASE AND SALE Z PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A," attached hereto(hereinafterthe"Property")'.The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effected in order to reduce slum and blight and to enable the construction of a mixed use adordable multi-family rental community as set forth in Section 18.2 (the"Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be TEN AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSIT. An Initial Deposit in thea of FIVE THOUSAND AND 00/100 ($5,000.00) (hereinafter "Initial Deposit") shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The sit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. m.4. EFFECTIVE DATE.The date of this Agreement(the"Effective Date")shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING DATE. PURCHASER shall make every reasonable effort to close on or before October 15, 2019, at such location to which the parties may mutually agree in writing. In the event the closing is delayed for any reason,PURCHASER may request,and SELLER may grant, in SELLER's sole and absolute discretion, up to three(3),thirty(30) day extensions of the Closing Date. The Parties understand and agree that this Agreement shall automatically terminate should closing not occur by October 31, 2019. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER by 01878659-2 1 of 31 Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively,the "Permitted Exceptions"): a) General real estate taxes and special assessments for the year of 'Closing and subsequent years not yet due and payable; b) Covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (as hereinafter defined), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 7. INVESTIGATION OF THE PROPERTY. For a period of thirty(30)days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of thea rri vernmental authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase 11 environmental investigations, is PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion,to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (1) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, repair and restore any damage caused to the Property by PURCHASER'S testing and investigation;and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and holdE'SLLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including,without limitation, any construction liens resulting therefrom)or for damage to persons or property(subject to the limitation on practicability provided above) arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive closing or the termination or expiration of this Agreement. 7.1 SELLS 's Documents. SELLER shall deliver to -PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this 2 of 31 Agreement:any existing title policies, appraisals,copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits,authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regardingthe Property or SELLER with respect to the Property. 7.2 Title Review. Within twenty (20) days of the Effective Date, PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the fair market value of the Property subject only to the Permitted Exceptions,together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections,then SELLER shall have thirty(30)days to undertake all reasonable activities to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed,the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of: (1) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, (ii) accepting the Title to the Property as of the time of Closing; or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing.All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment,subject to the provisions of this Section. 7.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey(the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on ®1178659.2 3of31 i setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement,or applicable governmental regulations,the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2 Pending Proceedings. At Closing, there shall be no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property,which have not been disclosed, prior to closing,and accepted by PURCHASER. 8.3 Compliance with Laws and_Regulations. The Property shall be in compliance with all applicable federal,state and local laws,ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 9. CLOSING DOCUMENTS.The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver,or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens,encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 9.2 SELLER's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER.SELLER shall also furnish to PURCHASER a non-foreign person affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 9.3 Closing;Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall 01175659-2 4of31 — also execute and deliver at Closing. 9.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or are reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. I 10. PRORATI CLOSING COSTS AND CLOSING PROCEDURES, I I 10.1 Prorations.Taxes fort a Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's ills e. If current year's assessment is not available,then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of a tax bill which discloses an actual difference in thea of of the taxes estimated at Closing that exceeds$1,000.00. 10.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. PURCHASER shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 10.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (a)) disburse the sale proceeds to SELLER; (b) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and, promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 11.1 Authority. The execution and delivery of this Agreement by SELLER 011786S9-2 5 of 31 and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property,free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions. 11.3 LitigaKion. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 11.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 11.5 Acts Affecting P[qpgrty. From and after the Effective Date, SELLER will refrain from (a)performing any grading,excavation,construction,or making any other change orimprovement upon ora out the Property; (b)creating or incurring,or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property otherthan the Permitted Exceptions(including the mortgages,liens,pledges.,and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 12. DEFAULT PRIOR TO CLOSING. 12.1 PURCHASER'S Default Prior to ClgLn&. In the event that this transaction falls to close due to a wrongful refusal to close or default on the part of PURCHASER,SELLER shall be entitled to terminate this Agreement and retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 12.2 SELLER'S Default Prior to Closing. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder prior to Closing or if SELLER is in breach of any representations herein prior to closing, PURCHASER may, at its option declare SELLER in default under this Agreement in is event PURCHASER'shall be entitled to the return of its Deposit and this Agreement shall terminate and neither Paity shall have any further rights or obligations hereunder. 12.3 Notice of Default Prior jq Closing. Prior to declaring a default prior 0117909.2 4 6 of 31 to closing and exercising the remedies described inthis Section,the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) as from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4 Survival. The provisions of this Section 12 shall survive the termination oft is Agreement. 13. NOTICES.All notices required inthis Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to SELLER: Boynton each Community Redevelopment Agency Executive Director, Michael Simon 710 N. Federal Highway Boynton each, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman &Walker, P.A. 515 North Fla ler Drive,Suite 1500 West Palm each,Florida 33401 If to PURCHASER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street,Suite 306 Miami Lakes, FL 33016 With a copy to: James Hurchalla, Esq. 1700 E Las Olas Boulevard,Suite 206 Fort Lauderdale, FIL 33301 14. BINDING OB,LIGA ION mn,MENT. The terms and conditions of this Agreement are hereby made binding on, ands all inure to the benefit of, the successors and permitted assigns of the Parties hereto. Upon written notice to SELLER,this Agreement may be freely assigned by PURCHASER to a wholly owned affiliate of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unaffiliated party shall be subject to the written approval of SELLER. 15. RISK OF LOSS. In the event the condition of the Property,or any part thereof, 01273659-2 ;4 7 of 31 is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect,as its sole option,to terminate this Agreement and receive a refund of the Deposit and the Parties shall have no furthero li ations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any governmental authority which shall relate tote proposed taking of any portion oft a Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing,SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen(15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER'S receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder, 16. BROKER FEES. The Parties hereby confirm that neither of the has dealt with any broker in'connection with the transaction contemplated by this Agreement. Each Party shall indemnify,defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees)of arty kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights.The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including,without limitation, applicable zoning and environmental laws and regulations. 18. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a multi-family affordable residential and commercial mixed use development as described herein. 18.1 SELLER Deggri.Apployal. The PURCHASER agrees that the SELLER shall have the right to approve the design of the Project, which approval shall not be unreasonably withheld.' PURCHASER shall submit plans to the SELLER for review prior to submission to the City of Boynton each("City")for formal site plan approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled 14 8 of 31 Board meeting after PURCHASER submits plans for approval. 18.2 Required Project Improvements, The Project shall be generally consistent with the Conceptual Site Plan attached hereto as Exhibit "C" ("Site Plan") however to the extent any conflict between the Site Plan and the terms of this Agreement, this Agreement shall control.The project shall include,at minimum,the following elements and improvements as allowed and provided for under the Land Development Regulations of the City of Boynton Beach: a) Unless otherwise agreed to in writing by the CRA, the Project will include construction of a mixed-use affordable multi-family rental community comprised of multiple buildings and providing a minimum of one hundred twenty four (124), 1-, 2- and 3- bedroom units including associated amenities. b) The Project will include a minimum of 8,250 square feet of commercial leasable space. c) If requested or required by the SELLER, the Project will be designed to be a gated community to enhance the effectiveness of the security plan and management of the Property. A decorative fence shall be installed around the buildings comprising the Project to create an attractive enclosed space. If requested or required by the SELLER, a mechanical gate will be installed at the entry and exit of the Project requiring proof of residency for entry.Gates shall not be required if space required for gates (including stacking and turn-around requirements) is impractical or would negatively impact other elements of the site plan including the unit count. d) The Project will have a minimum of an 8-foot sidewalk constructed on areas fronting E.Martin Luther KingJr.Boulevard where the development of residential use buildings occur and a minimum of a 16-foot sidewalk comprised of an 8-foot sidewalk and an 8 -foot pedestrian zone, as described in greater detail within the City's Land Development Regulations in front of the commercial portion of the project. e) The Project will have a minimum of a 6-foot sidewalk constructed throughout the entirety of the Project in areas not fronting E. Martin Luther King Jr. Boulevard. . f) The Project will include street lights installed along the entire 01178659-2 9 of 31 perimeter of the Project that are complimentary to those existing along E. Martin Luther in Jr. Boulevard adjacent to the Property. g) The Project will include on-street parking spaces, where feasible. h) The Project will.include street and site trees that exceed the size and caliper requirement of the City's Land Development Regulations, is will be installed along the entire perimeter and the interior of the Project site. I) The Project will include amenities forte exclusive use of residents within the proposed project boundaries. j) If necessary,at the discretion of the PURCHASER,the Project will include and provide accommodations for an onsite residential manager. k) The Project will include an open style commercial plaza space as a design element of the retail component is shall include but not limited to shade and landscape elements, hardscape design features and accent lighting features where feasible and appropriate with preference given to the areas located fronting Martin Luther in Jr. Boulevard. 18.3 Local Contractors. PURCHASER commits to making reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors is defined as those contractors: 1) having a City of Boynton each Business Tax Receipt, having a business address within the boundary limits of the City of Boynton each, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm each County and meeting all of the requirements to do business within the City of Boynton each during construction of the Project. PURCHASER also commits to making reasonable effort toemploy residents of the Heart of Boynton District and the City of Boynton each as part of the completed Project's operations and property management team.These efforts will include, but are not limited to, providing public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within the community. Prior to and during the construction of the Project,the Developer shall: a) Host a minimum of two (2)job fairs; b) Give priority to Contractors and Sub-contractors that are 10 of 31 Locally Owned Small Businesses to participate in the construction of the Project as described in this Section. ; c) Include in all agreements with Contractors and Sub-contractors requirements that the Contractors use good faith efforts to hire and train City residents to participate in the construction of the Project; d) As identified and appropriate, notify and refer job training and job placement opportunities to the Boynton Beach Community High School, South Tech Academy in Boynton Beach, Palm Beach State College and Career Source of Palm Beach County in the event each offer such a program and are ready,willing and able to provide such training;and e) Pay or cause to be paid new hires for operations and property management positions a minimum of the living wage for Palm Beach County. 18.4 Construction Permit Approval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with development and construction of the Project including the formulation of the Project's design and construction documents as well any and'all applicable permit fees associated with the Project. 18.5 REPORTING. PURCHASER shall provide the CRA Board with a report detailing the status of the project and PURCHASER's compliance with the terms of this Agreement on December 1, 2019, and at least every six months thereafter until the CRA deems the project complete. Further, PURCHASER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 19. FUNDING OPTIONS. PURCHASER shall have the following options to obtain funding for the Project. PURCHASER shall provide the CRA with copies of all applications for, and notifications regarding, thea plication oraward of any of the funding options below. on selection of one of the following funding options, the, final budget fort project shall be presented to the CRA Board for its approval, which approval will not be unreasonably withheld or require changes that of impact PUC HASE R's and of any state or federal funding. As part of its approval of the final budget, the CRA Board may, at . its sole discretion, provide additional funding to PURCHASER to fund the addition of elements to the Project, which funding PURCHASER shall accept and integrate into the 0117809-2 11 of 31 Project budget so long as the same does not impact PURCHASER's award of any state or federal funding. a) 9% Low Income Housing Tax Credit Program Funding Option: I. PURCHASER shall submit a total of two(2)applications for 9% Low Income Housing Tax Credits (LIHTC) funding to the Florida Housing Finance Corporation (FHFC) in the 2019 and 2020 Tax Credit Application Period unless the property is no longer eligible due to a change to FHFC, RFA rules. If PURCHASER's application to FHFC during the 2019 Tax Credit Application Period is successful and 9%Tax Credit funding is awarded to PURCHASER for the Project, then the development of the Project shall commence pursuant to FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded funding through the 2019 Tax Credit Application Period,then SELLER shall,at its option,either: (i)instruct PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period; or (ii) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. iii. If SELLER instructs PURCHASER to apply for 9% LIHTC in the 2020 Tax Credit Application Period, and if 9%Tax Credits are awarded to the PURCHASER for the Project through the 2020 application cycle, the development of the Project shall commence pursuant to FHFC underwriting schedule. iv.. If PURCHASER is NOT successful, and is not awarded 9% LIHTC funding through the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. b) State Apartment Incentive Loan Program Funding Option: I. PURCHASER shall submit a total of two (2) applications to FHFC for funding under the State Apartment Incentive Loan (SAIL) program in the 2019 and 2020 application period unless the property is no longer eligible due to a change to 01178659-2 ® ryw 12 of 31 FHFC, RFA rules. (1)If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2019 Tax Credit Application Period, then the development of the Project shall commence pursuant tot FHFC's underwriting schedule. ii. If PURCHASER is NOT successful, and is not awarded SAIL fundingthrough the 2019 Tax Credit Application Period,then SELLER shall, at its option either: (i) instruct PURCHASER to submit an application for SAIL funding to the FHFC in the 2020 Tax Credit Application Period; or (h) elect to invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those described in Section 19.c of this Agreement. III. If PURCHASER is successful and SAIL funds are awarded to the PURCHASER for the Project in the 2020 Tax Credit Application Period,then the development of the Project shall commence pursuant to the FHFC underwriting schedule. iv. If PURCHASER is NOT successful, and is not awarded SAIL fun dingthrow gh the 2020 Tax Credit Application Period,then SELLER shall invoke the terms and conditions for PURCHASER to obtain Project funding pursuant to those 'described in Section 19.c of this Agreement. V. In consideration that PURCHASER is applying for both 9% LIHTC: and SAIL funding in the 2019 and 2020 Tax Credit Application Period, the development of the Project shall commence pursuant to FHFCs underwriting schedule at the earliest of either SAIL funds or %Tax Credits being awarded to the PURCHASER for the Project. vi. In consideration that PURCHASER is applying for both 9% LI TC and SAIL funding in 2019 and 2020, and if neither is successful, and no 9% Tax Credits and no SAIL loan are awarded to PURCHASER for the Project,the development of the Project shall commence pursuant to the terms and conditions described in Section 19.c of this Agreement. vii. SELLER shall support PURCHASER in its effort to obtain funding from FHFC by giving Local Government Area of Opportunity preference to PURCHASER when PU'RCHASER applies to FHFC in both 2019 and 2020 Tax Credit Application 01178559-2 13 of 31 Periods for SAIL or 9% LI HTC funding for the Project. SELLER shall in a timely fashion execute this Agreement as well as other documents required to be submitted as part of PURCHASER's applications to FC pursuant to this Agreement and SELLER shall provide, if required, a Local Government Contribution to the PURCHASER for the Project not to exceed $1,000,000, which funds shall only be disbursed upon award of either SAIL or 9% LI HTC funds to PURCHASER for the Project. viii. If the Project is funded by 9% LIHTCs or SAIL,financing will be obtained and documentation provided to the SELLER within the time frame set forth in FC's credit underwriting procedures for the SAIL with bonds and 4% LIT C or 9%LIHTC as applicable. TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the funding timeline set forth in this Section and the actions pursuant to the development timeline set forth in Section 19.d below. Completion of each action set forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion. SELLER shall instruct PURCHASER to obtain non-competitive Tax Exempt Multifamily Revenue and funding from FHFC or from the Palm each County Housing Finance Authority (HFA) as well as non-competitive 4% Tax Credits from FHFC, and SELLER shall provide Tax increment Revenue (TIR) funding (TIRF) to the PURCHASER for the Project in an amount to cover the difference between total Project development costs and the sum total of all and and 4% LIHTC funds received by PURCHASER for the Project, which amount of TIRF provided by SELLER shall not exceed $900,000 per year over a fifteen (15 ) year period without the subsequent approval of SELLER and as appropriated annually within the CRA Fiscal Year Budget (hereinafter "Gap Funding"). Prior to receipt of any TI F, PURCHASER and CRA shall enter into a separate agreement outlining the formula, term and reporting requirements for payment of TIRF to PURCHASER. d) DEVELOPMENT TIMELINE UNDER TAX INCREMENT FUNDING OPTION. PURCHASER shall commence development of the Project by conducting the following actions pursuant to the development timeline set forth in this Section. Completion of each action set 01179659-2 14 of 31 forth below must be documented in writing, and all such documentation must be provided to SELLER upon completion: I. PURCHASER shall submit an application and all necessary supporting documents to the City for site plan approval within ninety (90) days of notice to PURCHASER from FHFC that it has not received either SAIL or 9% LI TC funding in either the 2019 or 2020 Tax Credit Application Periods and written confirmation by SELLER that the Project will be funded pursuant to Section 19.c above. ii. PURCHASER shall submit applications and all necessary supporting documents to the City for a building permit within one hundred and eighty (180) days of the City's approval of the site plan for the Project. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. PURCHASER shall provide a copy of the building permit for the Project to SELLER upon issuance of the same by the City. iii. SELLER shall assist PURCHASER's request for site plan approval and building permit issuance to the extent practicable and permitted by is and to the extent the same is consistent with the terms of this Agreement. iv. If the Project is funded by TIR, PURCHASER shall obtain non- competitive Tax Exempt Multifamily Revenue Bond funding from FHFC or from the Palm each County Housing Finance Authority as well as non-competitive 4% Tax Credits from FHFC. V. Financing shall be obtained and documentation provided to the CRA within the time frame set forth in the HFA and/or FHFC credit underwriting procedures for the bonds and the 4% LI TC. vi. Regardless of funding source, PURCHASER shall conduct a groundbreaking ceremony and commence construction of the Project within sixty(60) days following the issuance of a building permit by the City for the Project. SELLER will be in attendance at the ceremony with limited participation in its planning. 0117mg-2 15 of 31 LJLL t vii. Certificate of occupancy shall be obtained within twenty- four (24) months following issuance of the building permit for the Project by the City, regardless of funding source. viii. PURCHASER shall diligently pursue and use all reasonable efforts to obtain all necessary approvals for the construction and development of the Project. Upon receipt of the building permit for the Project from the City, PURCHASER shall diligently pursue completion of construction of the project regardless of funding source. 20. COMMERCIAL FUNDING. Upon PURCHASER proceeding with or being awarded one of the funding options described in Section 19, SELLER and Purchaser may enter into a separate agreement establishing terms and conditions under which SELLER may provide additional funding to PURCHASER for costs associated with the construction, operation and maintenance of the Commercial Component of the Project 21. TERMINATION. Either of the Parties may elect to terminate this Agreement (a) as a result of default by the other party pursuant to Section 22; or (b) upon written notice by either party to the other that the Project cannot be financed pursuant to Section 19.c of this Agreement:If this Agreement is terminated for any reason: a) PURCHASER shall convey to SELLER, and SELLER agrees to purchase from PURCHASER, all properties that have been acquired by PURCHASER in the Project Area as set forth in Exhibit "D" (the "Project Area")subject to the following conditions: 1) The repurchase amount shall be an amount equal to that paid by PURCHASER for any such property as evidenced by the contract wherein PURCHASER bought the property, subject to CRA Board approval of the same; and 2) Funds being available in the CRA Budget for the fiscal year the Agreement is terminated or the fiscal year immediately following the year the Agreement is terminated. SELLER may also, at its sole discretion, agree to reimburse PURCHASER for other verifiable costs. b) PURCHASER shall reconvey the Property to SELLER for $10.00 and verifiable costs associated with the Closing of said properties within One Hundred Twenty (120) days from the date that written Notice of Termination is provided. 01176659.2 16 of 31 22. DEFAULT AFTER CLOSING. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement. If either Party fails to cure the default within (30) days of written notice from the other of its default, then this Agreement may be terminated pursuant to Section 21 above. 23. REVERTER CLAUSE. The Special Warranty Deed shall contain a reverter clause that shall run with the Property until the Project is completed and the PURCHASER has obtained a Certificate of Occupancy for the Project. The reverter clause shall require the Property to be re-conveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the Purchase Price of the property as set forth in Section 2 of this Agreement in addition to verifiable costs associated with the Closing of said property described herein.To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit"B." 24. RIGHT OF FIRST REFUSAL. In the event SELLER provides TIR funds to PURCHASER for the Project under this Agreement, PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect and shall not terminate until PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be as follows: a) If PURCHASER receives an offer to purchase the Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. b) Within ten (10) days of receipt of the Notice, SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal,SELLER shall,within ten(10)days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. c) If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of first refusal shall be deemed to have been waived. d) The terms and conditions of this Section shall survive closing. 081786594 17 of 31 i I i 9 25. MISCELLANEOUS. 25.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties.This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations,understandings and agreements,written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida,The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida,or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 25.2 Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six(6)days,shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m.on the next full business day.Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 25.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder,shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions.This paragraph shall survive termination of this Agreement and the Closing. 25.4 Construction of Ag The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. ouaass9-z r®r 18 of 31 25.5 Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby,but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 25.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 25.8 Attorneys' Fees and Costs.Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys'fees and costs, including those at the appellate level,shall be awarded to the prevailing party. 25.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 25.10 Recording. This Agreement shall be recorded in the Public Records of Palm Beach County, Florida. 25.11 Survival. The covenants, warranties, representations, indemnities and undertakings of the Parties set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 25.12 Attorneys' Fees and _Costs. The Parties acknowledge and agree that each shall be responsible for its own attorneys' fees and costs incurred in connection with the transaction contemplated by this Agreement. 25.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically,the PURCHASER shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; 01178559-2 19 of 31 ~rte b) Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c) Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining and providing public records and transfer tote SELLER, at no cost, all public records in possession oft e PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. e) SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them,The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. [Remainder of Page Intentionally Blank] 20 of 31 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY �m REDE L PAG . Y �. 'Printed Name: , �-r -5- Printed Name:Steven B. Grant Title: vl A" f Title: Chair p ,t J4 5. Date: Date:. z. WITNESS: WITNESS: 1 4 fm�...0 .. ,ter•-� ......... _ ,v. s-..��,..• Printed Name: 2 ° a ° � ,� Printed__ame: Y w W1 CESS: � ._ W!T 55: Printed Name: Tinted Name: C Approved as to form and legal sufficiency:__ CRA Attorney 0(178659-2 �` 21 of 31 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEVELQPMETAGWCY Printed Name: Printed Name:Steven B. Grant Title: Title:Chair Date: 67 Date: WITNESS: WITNESS: i4.. Printed Name: Printe�d—Rame: WI ESS: WIT SS: —1— 41— Printed Name: K-Printed Name: Approved as to form and legal sufficiency:- CRA Attorney 21 of 31 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8 &9 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6 &7 (LESS S 10 FT RD R/W) BLK I Property Control Number: 08-43-45-21-25-001- L l -Legal Description: FRANK WEBBER ADD LTS 4 &5 (LESS NE 10TH AVE R/W) BLK I Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEES ADD TO BOYNTON LT I Property Control Number: 08-43-45-21-10-005-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 5 Property Control Number: 08-43-45-21-10-005- Le l -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 5 Property Control Number:08-43-45-21-10-005-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LTS 10 TO 13 INC BLK 5 Property Control Number: 08-43-45-21-04-000-0202 Legal Description: ROBERT WELLS SUB S 100 FT OF W 5 FT OF LT 20& LTS 21& 22 (LESS N 10 FT RD R/W) Property Control Number: 08-43-45-21-10-004-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 4 Property Control Number: 08-43-45-21-10-004- L al Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 6 BLK 4 Property Control Number: 08-43-45-21-10-004- L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 8 BLK 4 Property Control Number: 08-43-45-21-10-00 - L al -Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 4 Property Control Number: 08-43-45-21-10-004-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 10 BLK 4 Property Control Number: 08-43-45-21-10-004-0130 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 13 BLK 4 Property Control Number: 08-43-45-21-18-000-1720 Legal Description: ARDEN PARK LT 172 22 of 31 EXHIBIT B REVERTER AGREEMENT (See Next Page) r� 1 23 of 31 Prepared by and return to: Kenneth Dodge, Esquire Lewis, Longman &Walker, P.A. 515 N. Fla ler Drive,'Suite 1500 West Palm each, FL 33401 REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 2019, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(the "SELLER") and # LLC or its affiliated assignee (the PURCHASER); and together with the SELLER, the ("Parties"). RECITALS The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto(the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. The PURCHASER has agreed to construct certain Improvements on the Property in accordance with the guidelines and criteria set forth in the Purchase and Development Agreement ("Agreement") executed by the Parties a copy of which is attached here to as Exhibit "A.Op The Deed shall provide that if the PURCHASER does not timely construct the Improvements as set forth in this Agreement,then the Property shall revert to the SELLER, NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration,the receipt and sufficiency of which are acknowledged, the parties agree as follows: PURCHASER agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms and timeframes set forth in the Agreement. In the event the Improvements are not timely completed(unless extended pursuant to the terms of the Agreement),the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within thirty (3 0) days of the written request of the SELLER, the PURCHASER will provide a quit claim deed to the Property In for and substance acceptable to the SELLER evidencing the reconveyance of the Property. In the event the SELLER exercises its right of reverter,SELLER shall reimburse PURCHASER the purchase price of the property described herein as well as verifiable closing costs. During the construction of the Improvements, PURCHASER will not place any additional liens or J) 24031 encumbrances an the Property except as consented to by the SELLER.In that regard,the SELLER agrees not to unreasonably withhold its consent to any construction loan financed with a commercial bank or similar lender.intended,to fund the construction and development of the Improvements.As required,the SELLER will enter into a Subordination Agreement satisfactory to such lender. Upon completion of the he Improvements satisfactory to the SELLER and evidenced by a Certificate of 'Occupancy,the SELLER agrees to record a release of the reverter rights described herein. This Agreement shall be binding upon the parties,hereto and shaill be binding upon and inure to-the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with thelaws of the State of Florida. This Agreement shall be recorded in the Public Records and may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written.- PURCHASER: SELLER: BOYNTON BEACH COMMUNITY REDEYE NjTAKOff_ Printed Name Printed Name:Steven B.Grant Title: Title: Board Chair Date: i Date: it, WITNESS:—. WITNESS: Printed Name: Prinied,Kome: WIT SS: iWIATNS: �4 t Printed Name: rin ed N ame: �k 25or3i EXHIBIT C Conceptual Site Plan i -ems-.9 26 of 31 -i IL It Z, LL CC Q vOCL IL< t.- Z 0 0 w a gm Od OF L7a 3 Z 0 w kJ L 0 Lzu yz 0 00p s( 0 LLI w w Z x NU 5 Mt I z 09 z a 17 a 21 171 Wr R gg� RAVI J'Efk-1 )P 16 Z, g n, Lv A X4, Op, "41 igp,-, !"Ng 1,111, o MM All ", e LA 1p r t i r } i f i v2 4 VCD ,V4 t7h t �t CD O 1 2 i s a i Ise _ to 1 1 w� � �fr r Ike t t F � � r tip {$ t n 01 y � _ i f M } , ,, ,F Exhibit D Project Area 30 of 31 t_M w o t � d �y9, ✓ r y r`4 it$ a O u a , a: i E i\fir, g i r i 0 q !. r ur— I Addendum to Contract t a Realtors Addendum No. 1 to the Contract with the Effective Date of 9/16/2019 between Boynton Beach Community Redevelopment. Agency (Seller) and Wells Landing Apartments, LLC (Buyer) concerning the property described as: Various Martin Luther King, Jr. Boulevard Boynton Beach FL 33435 (the"Contract"). Seller and Buyer make the following terms and conditions part of the Contract: It is agreed to by the Buyer and Seller of the above captioned property that:: Paragraph 5, Closing Date, shall be extended until November 5, 2019 . Buyer: Date: �O Lewis w i-ana r o Wells Landing Apts, LLC Buyer: Date- Seller: Date: 1013012-01? .Boynton Beach Community Redevelopment Agency Seller: Date: ACSP-4 Rev 6117 4D 2017 Florida tRealtcrsl' This software is licensed to [James Iturchalla - Fidelity Real Estate LLC] www.transactionderk.COM. PURCHASE AND DEVELOPMENT AGREEMENT SECOND AMENDMENT This is an Amendment (hereinafter "Amendment") to the Purchase and Development Agreement(hereinafter"Agreement"),having an Effective Date of September 16, 2019,made and entered into by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter"SELLER") and WELLS LANDING APARTMENTS, LLC or its affiliated assignee (hereinafter"PURCHASER", and together with the SELLER, the "Parties"). In consideration of PURCHASER'S acquisition of property described as 143 NE 9' Avenue, Boynton Beach,Florida 33435, as more particularly described by property identification number 08-43-45-21-10-004-0110 (hereinafter "Additional Parcel") which furthers the intent of the Agreement and inconsideration of TEN DOLLARS AND 001100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. SELLER CONTRIBUTION. SELLER agrees to contribute ONE HUNDREDTHOUSAND DOLLARS ($100,000.00) towards the acquisition price of the Additional Parcel. The funds shall be paid by electronic transfer or cashier's check upon Seller's receipt of the executed Deed and Closing Statement for the Additional Parcel and paid within TEN (10) days of said closing. 2. REVERTER. In the event of termination of the Agreement as further described in the Agreement, PURCHASER shall convey to SELLER and SELLER shall purchase for PURCHASER the Additional Parcel for the amount paid by PURCHASER less the ONE HUNDRED THOUSAND DOLLAR($100,000.00) SELLER contribution if already contributed by SELLER to PURCHASER. 3. UNITS. The Parties acknowledge that the acquisition of the Additional Parcel may or may not increase the number of apartments to be constructed beyond the one hundred and twenty-four (124) units already agreed upon under the terms and conditions of the Agreement. 4. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall control. 5. Seller and Purchaser represent and warrant to each other that no default has occurred as of the date of this Amendment. 6. This Amendment may be executed in counterparts, each of which shall be deemed an original document, but all of which will constitute one single document. A facsimile or email copy of this Amendment and any signatures thereof shall be considered for all purposes as -originals. SIGNATURES APPEAR ON FOLLOWING PAGE Page 2 of 2 IN SS WHEREOF, the P i ties have executed this Amendment: PURCHASER 4'1 SELLER WELLS L. 6' AENT S LLC BOYNTON BEACHCO NII'Y y f y. / rant r Lewis ezy Print Name: Steven B. Grant M4114ger Title: C, 'r Date: .. Date: Witnesses: Witnesses. r` Approved as to form and legalsufficiency:_ CRA Attorney MLK Jr. Blvd. P and D Agreement Reporting Checklist Critical Dates 1st Report Deadline 6/1/2022 CRA Board Meeting Date 7/12/2022 Reporting Requirments (Activitythru 5/30/22 Backup Attached Signed statement ❑x Paragraph 18.5, Signed statement that Project improvements are consistent with the requirements of the Agreement. A Project Status Summary with timestamped photo Tab 1 documentation Paragraph 18.3, Provide list of all qualified, licensed, insured and bondable local contractors and Tab 2a sub-contractors. Paragraph 18.3, Provide City of Boynton Beach Business Tax Receipt for each local contractor / Tab 2b and sub-contractor Paragraph 18.3, Provide Local Contractor and Sub-Contractor Business Address verified within Tab 2c Boundaries of Palm Beach County Paragraph 18.3, Provide documentation that Local Contractor and Sub-Contractor meets all requirement to do business within the City of Boynton Beach during construction of the Project Tab 2d Paragraph 18.3, Provide documentation demonstrating reasonable effort to employ residents of the Heart of Boynton District and the City of Boynton Beach as part of the completed Project's Tab 3 operations and property management team. Paragraph 18.3, Provide Documentation that provided public notice within the CRA area of available contracts and positions and hosting job fairs or other employment opportunities within Tab 4 the community. Prior to and during the construction of the Project. Paragraph 18.3, Provide docmentation that Developer Hosted (2)Job Fairs Tab 5a ` Paragraph 18.3, Provide documentation that priority to Contractors and Sub-contractors that are Tab 5b Locally Owned Small Businesses to participate in the construction of the Project. . Paragraph 18.3, Include in all agreements with Contractors and Sub-contractors requirements that the Contractors use good faith efforts to hire and train City residents to participate in the Tab 5c construction of the project Paragraph 18.3, Provide evidence of notification for job training and job placement opportunities to the Boynton Beach Community High School,South Tech Academy in Boynton Beach, Palm Beach State College and Career Source of Palm Beach County in the event each offer Tab 5d such a program and are ready,willing and able to provide such training. Paragraph 18.3, Provide documentation of Pay or cause to be paid new hires for operations and property management positions a minimum of the living wage for Palm Beach County. Tab 5e Heart of Boynton Village Apartments Purchase and development Agreement TAB 1 Progress Statement and Photos i Centennial Management Corp 7735 NW 146 Street, Suite 306 Miami Lakes, Florida 33016 Tel, 305-821-0330 I August 3,2022 Thuy Shutt Executive Director Boynton Beach CRA Re: Wells Landing aka Heart of Boynton Village Apartments Signed Statement that project improvements are consistent with requirements of the P&D j Agreements. Included status summary and photos. Dear Thuy: ;I Construction permits were issued in March of 2022,and R.S. Construction of Dade,Inc.,the General Contractor, immediately started land clearing and construction. Vertical construction of all three buildings including the commercial space is now well underway. Two of the three slabs have been poured and block work is progressing. i We have not encountered any significant issues with construction and anticipate completing development and lease-up on time. All project improvements including site development and building construction are consistent with the Purchase&Development Agreements and approved site and architectural plans. i Leases for the commercial space are currently being executed. 6 of the 7 spaces available have committed tenants. i A summary and time line is attached along with the following exhibits: 1. Time stamped aerial photos(sent individually in digital form) 2. Building Permits 3. Subcontractor information 4. Hiring fiom Boynton Beach 5. Job Fair 6. Job Training,Job Placement,2"d Job Fair i I Please let nipltow should you need any additional information or have any questions. Sincere , I I Le i S y P 'd 0 -7 0-3350 i 1 I Heart of Boynton Beach Village Apartments Time Line/Summary Invitation to Bid:The Bidding of MLK Jr. Blvd Project to all qualified Sub-Contractors including Boynton Beach Sub-Contractors started approximately in January 2021. R.S.Construction of Dade, Inc has a team dedicated to researching and qualifying all potential Sub-Contractors for our projects. Many man hours are spent identifying Sub-Contractors. This is done mostly through networking, phone calls, boots on the ground visiting construction sites and asking for references from the local City and building departments. This is an integral part of our development { progress. Once the qualified Sub-Contractors are identified they receive an"Invitation to Bid".The Sub-Contractors are given a date as to when they need to respond to the invitation to bid. Once the Sub-Contractor responds with a yes,the team will send a complete set of plans to the Sub- Contractor. This process can take months. Once all the bids are in, the team qualifies the bids and a Sub-Contractor is selected. Our team worked with the City of Boynton Beach and received a list of local Sub-Contractors.We were also given referrals and reengaged local Sub-Contractors that we used at Ocean Breeze East Apartments. Our team contacted the Sub-Contractors on the list, however most of the contractors were not interested,too small of a company, did not qualify or were out bid by other Sub-Contractors. The Sub-Contractors that did qualify were sent an invitation to bid and a full set of plans to bid from. Bids awarded to Local Sub-Contractors of Boynton Beach or pending final approval and contract • Ridgeway Plumbing, 640 Industrial Avenue, Boynton Beach, FL.33426(awarded) • Big Orange Landscaping,8201 96th Ct S, Boynton Beach, FL 33472(pending final by down) • Construction Cleaning? Not awarded hoping for a Boynton Beach Company Most Bids were awarded by March 2022 i Advertising for Job Fair: With the help from the CRA the Job Fair was a great success. We started planning the Job fair back in November 2021 with Mercedes Coppin, Business Promotions and Event Manager of the Boynton Beach CRA. Mercedes set up a conference call with Michael Corbitt, Director of Business Development for Career Sources Palm Beach County to help in the advertising of our Job Fair, also in November another member of the CRA Renee Rosario, Social Media and Communication Specialist participated in planning of the Job Fair scheduled for Friday December 17, 2021 and Saturday December 18, 2021. The Fair was held at the Ocean Breeze East Club house at 100 NE 7th Avenue, Boynton Beach FI. A follow up survey was sent out by the CRA to all applicants on January 5, 2022 The Job Fair was advertised by Career Sources, CRA Social Media sources such as a paid ad on Facebook. Large Signs were place strategically around the community. Job Fair: The Job Fair was held on December 17&18, 2021 from 12:00 to 4:00 PM each day. It was very successful,we had over 40 people show up. Applications were taken and brief interviews were conducted onsite during the job fair. After the job fair an email was sent out to all applicants that provide their email address to inform the applicant that they would be contacted very soon for another interview in January 2022.We contacted approximately 25 applicants. Unfortunately,these interviews did not lead to anyone being hired. We are still actively looking for staff.We are hopeful to start working soon with South Tech Academy in Boynton Beach,and Career Sources of Palm Beach County. Commercial Space: We are working with the CRA on the Commercial/Retail Space.We have many applicants and several people approved for the space.We will be issuing leases this I month. Several future tenants are already working with their architect for their interior build-out. I Overall: Development and Construction is proceeding in accordance with our P&D Agreements. Site development and shell construction are well underway. Construction and lease-up will be completed in about a year. I i I it�1 i 7 kv `yF �f1s2 t tt ih a l i ti{{ =,P _-- tr,i!1),� 't �t�� t• y t 711�`� � t}t>>�!s f ,„f� t` .-1 $11kii �f Z snta}y O lfiP"tt, � t A di t � 4., � t➢t4� i, t' ,' 14 4 f �{ 1 p�� s 1g, shza 111,11 t I 1 ` i �p��i� 4 {,1157��iS� sS �' Is�,,}": ��s _- i ��1�N`��;' r• F ��5 fti,Nlss�� 5,� it� "�-, �� •--� 1 F it N `£ i l � £ �£ .. ➢s is � r u �', �i£ � �,, t'',1„�i�4�1t 4 s�,C ♦ � ti ��_'3s ;ar *"'r 4 r� ',£) �° r ts" �i-• � � � � £� it s££ 06 PUT', tIN &a 1) F Ri` fir t�Pfr rt 14, U ;t tt ,^ '�,j �s� E stltt f. E�4 r 3 gg emay 26 �`' s s t ,4y�< ... .. al lit � 5 I i c P-4 „4 s kl- t � i tiC �E its vMN J e t a i 1 Ail FA J NAM _ 1 °t, yy 28� i ID h y� t>F x s r,�fiµa`Is i Fvyl s / t :ass" 1 1'1r N 1: 1 {S{ s' 1Jj Aim OV Ift i � ;� �flU��. t N, li •y a J�y,� �� h � � � 1 r—� r t Ii 1 x, }))�.��` it 4 yyls;7ox, 1 Heart of Boynton Village Apartments Purchase and Development Agreement TAB 2a List of Local Subcontractors WELLS LANDING List of SUBCONTRACTORS-CONTRACTS Boynton Based i Landscaping Landscaping Associates,Inc. Irrigation 26002 SW 107 Avenue Princeton,Fl.33032 Concrete Shell Phorcys Budder 14012 N.W 82 AVE Miami Lakes Florida 33016 ? Metals SITUARGROUP-Metals 7722 N.W.S6 ST Miami,Florida 33166 i I Cabinets ASHMANDY KTCHEN CABINETS 950 WEST 23 ST Hialeah,Florida 33010 Insulation MER ENTERPRISES dba LEED INSULATION 3412 Industries 33rd Street E Fort Pierce,Florida Roofing&Metal Exotite Roofing&Waterproofing Service Inc 16104 Kilmarnock Drive Miami Lakes,Florida 33014 I Doors&Millwork COMPLETE DOORS&HARDWARE INC. 6586 HYPOLUXO RD 3208 LAKE WORTH,FLORIDA Drywall HURRICANE CONSTRUCTION OF PALM BEACH,LLC DBA,HURRICANE CONSTRUCTION WALL 154 BAREFOOT COVE c HYPOLUXO,FL33462 i Flooring General Property Construction 1550 NW 96 Ave Doral Florida 33172 i Painting A,L.Waterproofing&Painting.Inc. i 2721 SW 136 Ave Davis,FL 33330 Appliances G.E.APPLIANCES 786.914-6428 i Elevators TK ELVATOR CORP. 7567 Central Industries Drive Riviera Beach,Florida 33404 j Trash Chutes WilkersonHI-Rise-Trash Chute 3402 S.W.26th Terr unit B-10 Dania Beach,Florida 33312 Plumbing RIDGE WAY PLUMBING,INC, 640 INDUSTRIAL AVE BOYNTON BEACH,FLORIDA 33426.3694 i Mechanical Best Air Solutions-HVAC 2555 NW 102 Suite 104 Doral,Florida 33172 Electric BECAI ELECTRIC INC 12312 S.W 133 CT MIAMI,FLORIDA 33186 t ' Heart of Boynton Village Apartments Purchase and Development Agreement TAB 2b Local Subcontractors — BB Business Tax Receipts CL 41� �� ;titin i ?.V11 I y r, ceC t' R � ro � rn c4q U. 11� N M I M m > a ,•.L..,� �t I «: cc� W. M y O 0 o o U �' •� ui N o" w o m CL 4) W m o! O N e- O O � �€ :os o .. '-C • .;, ti O V >b (13 now a b clu H o a c o W rn V� O a t7 to : # co N to m .fid ctr d O Q Now :G o h- ca O w o 4) x00 p� O GjPO;.te' ` O c: °° bo _ O O ■.r "' V N a p. Heart of Boynton Village Apartments Purchase and development Agreement TAB 2c Local Subcontractors ' Addresses �� „ �, -�� r r %'' ;vim--^�-�.y'n�- �-' _l � � a � � �... S � "�� , �,, :r Heart of Boynton Village Apartments Purchase and Development Agreement TAB 2d Local Subcontractors Meet BB Requirements CL J V d ooU) 0 N N cmo� N LU NC C Q � a � U rW L. j - �Z `� SOU) r" � oon �' 3 w co Z cm luu d ® i• La fo4 DIo DZ W L. , oZp ~ md a 0 2L d WZ Qa` V E •• c��j �� o C) 0 a cin < ® � tA ,ot-spm$ a -j z cm ce - v 1-- d. 2' tc >• c awc N inacac V" wr U) W N —� FSE •vE to N M o 1 C> a c� �r u M F- U LL N V m M CSS E a v i a 0 d M W Q:W LC� t'9 ® j U' o d �j o o m � tl Ucb x UU H z r , Q) C'7 zzw-j ' CO CO Q y n <t .� u ddw LU c a >->J-10 O c <CK(f)z D O � ZJ U4 0z O c COO m co car M z z LL co O > 9 W N 6-2422 a c o •' ^^... N 0 A 6131122,8:40 AM Detail by Entity Name Divisiofi of Co RPOFtAnoNs I rgr rr va—14. it 4'a, + I artmrttt 54a1a / fvfs r3 o Ca>r! a t / Sqardr rtecors Detail by Entity Name Florida Profit Corporation RIDGEWAY PLUMBING INC. Filing Information Document Number 233423 FEI/EIN Number 59-0894932 Date Filed 02/18/1960 C State FL Status ACTIVE j f f RC pal Address '.... 640 E.INDUSTRIAL AVE. BOYNTON BEACH,FL 33426 r � Changed:03/0111988 Mailing Address 640 E.INDUSTRIAL AVE. BOYNTON BEACH,FL 33426 i 1 Changed:03/01/1988 -eeg stere Agent Name&Address KOZAN,GREGORY J 640 E.INDUSTRIAL AVE. BOYNTON BEACH,FL 33426 F Name Changed:02/05/2019 j Address Changed:03/01/1988 Officer/Director Detail Name&Address Title VP,Director I KOZAN,GARY W. 15555 CHANDELLE PLACE , WELLINGTON,FL 33414 Title CEO,President,Director https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetall?inquirytype=EntityName&dlrectionType=lnitlal&searchNameOrder-RI DGE WA... 1/3 V OC) 7(:) 0 LLI_ ° j 12 W pC ~ °G Q a W J z R Q � 41 - = ca 0 Z ; th N WWZ �.�' In u ` •�� I LL cu j IL u. ® 'JQ "Q LL. Z i {.. o ° �F � ,Il �� p7drm ;F � � N (��k 1.1.1 LtJ � ,,I 4 Lu , t 3 t -. '` ' 4 4S ° ? VAI Qr W FQ^� v LL Z p ,, L O CG m cn ° O ZU) Z a CC _ •_ 1 b; ° oLA t,iR � y q 1®� Heart of Boynton Village Apartments Purchase and Development Agreement TAB 3 Effort to Employ Local Residents Advertising for.dab Fair: With the help from the CFA the Job Fair wwas a great success. We started planning the Job fair back.In November 2021 with Mercedes Coppin, business Promotions and Event Manager of the Boynton Beach CRA. Mercedes set up a conference call with Michael Corbitt, Director of Business Development for Career Sources Palm Beach County to help irt the advertising of our Joh Fair, also in, November another member of the ORA Renee Rosario, Social Media and Communtcation Specialist participated In planning of the Job Fair scheduled for Friday December 17, 2021 and-Saturday December 18, 2021. The Fair was held at the Ocean Breeze lust Club house at 100 IAB nth Avenue, 3oyntot, Beach FL A follow up survey was sent out by the CRA to all applicants on January b, 2022 The ,lob Fair was advertised by Career Sources, CRA Social lvlerlia,sources such as a paid ad on Fa,cebook, barge Signs were place strategically around the community. Job Fair: The Job Fair was held on December 17&18,2021 from 12:00 to 4:00 PM each day, It was very successful,we had over 40 people shown up, Applications were takers and brief Interviews were conducted onsite during the job fair. After the job fair an email was sent out to all applicants that provide their email address to Inform the applicant that they would be contacted very soon for another Werview in J enuary 2012.We contacted approximately 2 applicants. Unfortunately,these interviews did not leant to anyone berg hired. We are still actively looking for staff.We are hopeful to start working soon with South Tech Academy In Boynton Beach,and Career Sources of Palm Beach County. Profile Personal User Custom Fields I Download Profile t i j I j This view has scheduled edits. # ;1.- Select a date to view event changes. t Today i `$ 1 � i I • I , j Personal EE] Profile Image a 00 NE ay i i Update Name Naidy Y Escobar ` I , i SSN Birth Date Mar 9, 1995 r Age 27 6 � Sex Female I 1 1 Employee ID 11699 ; i I Clock ID -- Ethnic Origin Hispanic or Latino ; I I Address 102 NE 7th Ave APT 112 Boynton teach,FL 33435 United States yet/ Ps t Escobar.NaldyY X Pay Compensation Pay Hlatory Earnings&Deductions Direct Deposit Compensation Edit E t Rate $16.00 hourly I Description -- S f-f.- Standard Pay Period Standard Overtimeu i Benefits " 1 Insurance Standard Hours 80 hours i (` E Health Insurance Class 5 EMPLOYEES(0 days) L4 i Code I +Add Rate i Pay Details Edlt Pay Frequency 81-weekly 'f Overtime Exempt No Overtime Factor 1.5 default Calculated Standard Rate Hourly Rate $16.00 PerPayPadod $1,280.00 View pay history ' ct I Performance There are no current conversations between you and this worker at this time Go to conversatlons t { ' Retention Insights This worker does not have I 1 performance reviews I i n Go to performance i ack o all o s HVAC Technician Centennial Management Corp-Boynton Beach,FL Clicks on Your job zo i 15 i 10 I 0 I 5/24 5/25 5/26 1 Clicks this week 1 Increase budget for more clicks 298 37.00 (USD) 0.00 (USD) Views Budget Cost I I i Candidates I i Awaiting Review Total(excludingrejected) 24 47 f Rejected job description We are looking for a detail-oriented leader in HVAC Technician to install, maintain,service,and repair HVAC systems. To lead a successful career with us you must have great customer relations,trouble-shooting,and organizational skills, Responsibilities i • Responsibilities Include: • Installing,maintaining and repairing ventilation and air conditioning systems and equipment. • Identifying maintenance risks on equipment. • Diagnosing electrical and mechanical faults for HVAC systems. • Cleaning,adjusting and repairing systems,and performing warranty services. • Performing emergency repairs promptly and efficiently. • Providing technical direction and on-the-job training. • Keeping daily logs and records of all maintenance functions, j • Ensuring compliance with appliance standards and with Occupational Health and Safety Act. • Complying with service standards,work Instructions and customers'requirements. • Assisting with customers'queries I I • Additional Skills preferred Appliance troubleshooting/repair Basic electrical skill i Basic Maintenance repair Drywall Repair i Job Type: Full-time Pay:From$20.00 per hour 1 Sponsored 0.00(USO)total 37.00(USD)daily i i Closed _ J i i I Details Created:November 16,2021 Views:298 Heart of Boynton Village Apartments Purchase and Development Agreement TAB 4 Public Notice of Contracts, Jobs 5/30/22,11:18 AM Don't miss the Heart of Boynton...-Boynton Beach CRA Facebook i i Eme 1 c.phare PassvwA v !n Sign Up �.., .._, .. Forgot awount9 Boynton Beach CRA Related Pages December 16,2021 Don't miss the Heart of Boynton Village Apartments Job Fair happening tomorrow at noon) �•'' Gourmet Killer Dogs Restaurant Hot Dog Joint ?I 1 Banana Boat Seafood Restaurant „r o � City of Boynton Beach,Gove... , t Government Organization sr� �01 l3C'?Y�ION i EAC I t "VILLAGE Cate Frankles Italian Restaurant A PA UM EN TJilt F, FRI,DEC 17.2021 Gulfstream Hotel Job Fair-Heart of Boynton Beach Village Apartments Hotel 100 NE 7th Ave,Boynton Beach,FL 334$5-3807,United States 31 people Interested Hospitality Helping Hands 1 Nonprofit Organization Share � , z� Delray Beach Parks&Recreation Government Organization i Calypso Restaurant&Raw Bar Caribbean Restaurant i 0 Boynton Beach Police Depar... Police Station i Good Greek Moving&storage•... Moving&Storage Service i Nicholson Muir Butcher Shop t I Alt r Delray Beach GreenMarket ! ii011„6d Farmers Market ! I I� Pages Liked by This Page I Oil Guaca Go i I See more of Boynton Beach GRA on Facebook ( or �— Create .r https://z-upload.facebool(.con/BoyntonBeachCRA/poste/l 0168761045849366 1/2 5/30/22,11:18 AM Don't miss the Heart of Boynton...-Boynton Beach CRA I Facebook Boynton Beach CRA Today at 7:03 AM The Boynton Beach CRA would like to thank all of our service members... See more i 3 i Share Boynton Beach CRA Yesterday at 8:30 AM Summer is here,and so is the heat) Contact Pugh Pools to gel your pool ready for the next#SundayFunday. I 2 Share Boynton Beach CRA May 28 at 11:34 AM i Want a shiny car but don't have time to self-wash this weekend?Main...see more 4 I Share English(US) Fspaflol Portugues(Brasil),Frangais(France) Deutsch i Privacy•Terms•Advertising•Ad Choices Cookies•More f Meta®2022 i I I Y I i 1 See more of Boynton Beach CRA on Facebook Log to or https://2-upload.facebook.com/BoyntonBeachCRA/posts/1 0158751045849366 2/2 5/30/22,11:19 AM Job Fair-Heart of Boynton Beach Village Apartments(Facebook facebook k.ra�q 1r( 40 U� LAW S � n. h � OF BOYNTON BEACH �r V I L L A E h APARTMENTS 18 SATURDAY,DECEMBER 18,2021 AT 12:00 PM--4:00 PM EST Job FairHeart Village r 100 NF 7th Ave, Boynton Beach, FL 334353807, United States Events Dec 17,2021 Dec 18,2021 1, Search Events l Home Details Categories 17 people responded { Q4 Art Event by Boynton Beach CRA and Careerource Palm Beach County Causes 100 NE 7th Ave,Boynton Beach,FL 33435-3807,United States 19 Comedy Duration:4 hr Public•Anyone on or off Facebook 1 Crafts In-Person&Virtual Job Fair hiring multiple positions for the new Heart of Boynton Beach Village Apartments,including: Dance Leasing Agent Community Manager j Drinks Maintenance Staff Superint...See more i t Film Networking Fitness WW 1� Food Games https://z-upload.facebook.com/events/634417144382490/634417154362489/?privacy_mutation token=eyJOeXBlljowLCJJcmVhdGlvbl90aW1iljoxNJUz... 1/2 6130/22,11:19 AM Job Fair-Heart of Boynton Beach Village Apartments I Facebook facebook In 111* Health Home Literature I j 100 NE 7th Ave, Boynton Beach, FL 33435-3807, United States 1 I Guests See All 1 '16 Went INTERESTED i Hosts j Boynton Beach CRA Local Business I CareerSource Palm Beach County Nonprofit Organization-Government Building 1 1 Privacy Terms-Advertising Ad Choices t,",-Cookies More Meta Q 2022 I i i i i a J I I t https://z•upload.facebook.com/events/6344171443624901634417154362489/?privacy_mutation token=eyJOeXBIIJowLCJjcmVhdGivbi90aW11ijoxNjUz... 2/2 h C - i " ; C I tI �A f� ��1\ fxw {t \ i i VIRTUAL IN-PERSON Link-.Dec. 17th Virtual i Ocean Breeze East Apartments Clubhouse CLICK HERE or visit 100 NE 7th Avenue https://pvapi.premiervirtual.com/s/doyORW Boynton Beach, EL 33435 I Dec. 18th Virtual iAVAILABLE POSITIONS CLICK 4 I or visit Leasing Agent HVAC Community Manager hoofers https://pvapi.premiervirtual.com/s/Welnkx Maintenance Staff Security Carpenters Painters CONTACT Landscaping Day Laborers Mercedes Coppin Plumbers Cleaning Personnel e: CoppinM@bbfl.us ribs 4 BYNTQN Of tiOYN tLN 4 iWAO-t =BEAN RA VILLAGE - COMMUNITY REDWELOPMENT AGENCY APAUMENTS cITY OF CareeiSoiirce PALM BEACH COUNT`( CaroerSource Polin Beach county,Inc.is the direct service provider for various workforce programs suppotied by the U.S.Departments of Labor,Health and Human Services,Education and other agencies as part of owards totaling$17610,090(revised annually).unless othernMse stipulated,oil statements,news releases,requests for proposals,birl solicitations and other applicable documents are M4,funded from federal sources. i s O i i I l a � � m mp 8a� « I '� e m °a� ocmiam � aooaot3� —aaa � t� I e � w Pf lel N {9 LL t9 c*1 IQ t9 ` a LL q fit uj nM n W '3 N C } LL O N a n b 7 n iS Yi a ��tt11 N aE �' Z 2 =Z 2 z Z m m Z N Z 0 0= o Y 2 c = v) c Z Q i O E E 8 $ $ E E � fid m 03 Eg , .E SS � zB •E $ v St �. � TnBa 3 E3a vo w A � mocYnG '�8I N re 40 8 5y ,GN EE 1pn C�r � vc m' � � LL U Ntfl � = fig � 98iaa � i n h n n n n n n n n n n n n n n n n n n w a Centennial Management Corp General Property Construction Complete Door&Hardware Ashmandy Kitchens Phorchys Builder Ridge Way Plumbing Situar Group Best Air Solutions Becai Electric MVRT 1 i I I A i i i i i d � � 9 � 8 E � z ! g MUM gggg r rrrrrrr m mmmmmmm mm m mmmm m E E E E E•E E E E E S E E E E E F FFI FrFF FF F FFA F } > >0�5W500 LL LL LL LL LL LL LL W LL W LL LL d W LL '. } }}ZZzzz ZZ r }}Z2 2 i y }r}yy}y yy r rryr y a 4m- � o m 'a C E r Ag E am u'.mI1.0 u�iF w u.O Em IL E ! 8 m C 10 w 7OD»>m m o N � c YYYYYY3 '.. LL n c rn A?c mt0�mm41 ':. e c m m c� 5 aPi ruru tjru rub mu E 'a=' U' U'U'U'0 U' m oc C m d ¢q� _ o�4 �uw o- 0 gz 0gZz F 22 Td C JOmmV o.�y uaoi u(=n ts0 m cpsp Z2 Hz ' m SZZomAmmO �LOOd o5m5pp a2i9 Opo❑❑O•�y s (n mM`dcIN JOZZF LL6tnZ a m g, a m .E m =v E cmmmam _ a m c c m m m.,-;.c w=oIs e�= a�g � e e e rn m a¢ KHMER aaana do.a 000000000 00000 0000 •� ,g 000m,40iim.0 61 6!dio doom 'o cca oiJ ci of o�mmo�i m ! aaaaaa ��s�ms�`i�at� I nnt.nnnnn mm m mmmmg �`+ aaaaaa uv£iem°s ��g zt� �p�p �AH 'aza$� "marn5 �$ mat sF.00 U62)1'o-ma`em gid` a� aAC'n arwm aom ''. � K i r =fin ur'rk, ; i r$ r VIRTUAL IN-PERSON Dec. 17th i I r i i Virtualn LOCATION CLICK HERE or visit Ocean Breeze East Apartments Clubhouse 100 NE 7th Avenue ! https://pvapi.premiervirtual.con)/s/doyORW Boynton Beach, FL 33435 i I Dec. 18th Virtual Link AVAILABLE POSITIONS CLICK or visit Leasing Agent HVAC a Community Manager Roofers https://pvapi.premiervirtuaLcom/s/Welnkx Maintenance Staff Security Carpenters Painters CONTACT Landscaping Day Laborers Mercedes Coppin Plumbers Cleaning Personnel e: CoppinMobbfl.us BYNTCN VILLAGE COMB REDEVELOPME o Ho APARTMENTS ` -CITY- o f -- c f re r lirce� PALM BEACH COUNTY CoreerSource Palm Beach Courny,inc is the direct service provider for various workforce programs supported by the U.S.Departments of Labor,Health and Human services,Education and other agencies as part of awards totaling$17,610,090(revised annuollyj Unless othentiise stipulated,aN statements,news releases,requests for proposals bid solicitations and other applicable documents are fully funded from federal sources. �{ Alf V up -SIN t�F i- it l t ji I'. In #y it i11F grit "- � t W',�F 1'1 1F,# t�.'�I i y'�j 'i r 1 1 7! 1� F �_t tt Ott w.ry Fj F 7 vj Ewe n OR - ''t !x!�� f r t r. Ft _ ` tt 1 P l i i ♦ t { rF )r $tio 7 4 5 7 tC 7 1 t t pp l7 7 s f I 'VE t s I t t # 7 � Ilk Ik v t, i s s , # W ■ J i W s � � CD COD zx CA IL iss Luca to CR go uj WARM cm ca IL Cox A i A >> I 1 � ,fes ( f 4 �� y i Wi m • Z I M C6 • • O I ■■ i � I ■moi • • EW ' i Y V 1 +Q f i Z • q '° f _ f � I O Y■, IMLU LIJMC du d u LU ca UA 09 pm -4- Lumc ca Ogg 1 I{ � a (/ l � P i Heart of Boynton Village Apartments Purchase and Development Agreement TAB 5 Two Job Fairs Heart of Boynton Beach Village Shops Job Fairs Extensive publicity surrounding the December 17 and December 18, 2021 yielded 25 interested job candidates interested in working for the several subcontractors that were represented at the job fairs. Subcontractors specialize in a certain trade and their needs at the time did not match up with the qualifications and interests of those considering the job opportunities. A list of candidates as well as evidence of marketing of the job fairs are attached. S J�9 1, 7 � \ t t l t pa.,` Sol ( of � r liltrls, VCal rn 4 "FIR OWN " R �(c t,��,.sq��s„Yhutii�`�#r � �r•`a� �e ��'G� s r "�`�13�s��- ,� #� � u W tfss_ p� r W l' _ t 1 ��` pis qtr k �s t �l t � 1 �0 xc'ttt{ t i + j U 1 � i i ti t � No- 4E ,fir t r, y r 1 rt rr# (j 3 P N I 1 I 3 1 ' 4 J W v � I o � vui i c e.-I Q a oc o 4 CM ca p Z CO) IL y i WCA O Q W O IL O = LU C► p G. r- 2 o ~ ? W z a _ LL. I E 1 I I 1 _ I j i I I i i I I f I I i I Mml i :f OF EWYWON VILLAGE APARTMENTS '... i t I i i i i t I _• 1 1 i i I i f I nit t I OF BOYNTON V I L L A G E - APA RTMIMrs '.. I I � r M 1 I i r 7 I ki k i r . I I l� f i I i i I 7 WU i OF } * . BOYNTON V I L L A G E APARTMIENTS i i i i i I I i i i i i i f ` 7 f i I mi OF BOYWON V I L L A G E APAKTNAINTS i ,1 i i 1 I i I , 4 1 i 4 1 I } t1( 1 I 1 v i 1 i k i 1 7 1 I lr t AS4z fi OF Alt V I L L A G E 1PARTMCNTS i I i i 1 I i j I r I i i 1 i i i i � 7 t r i I i i I 1 � #iBOYNTON OF VILLAGE iPARTMIN TS r {I 7 I f i i f I i - i w 7 k i I i I i fi OF f � BOYWON , V I L L A G E %PARTNICVTS i i i r i i i I i i I I - i I I i i i i i - r I e.11,t CF BOYNTON V I L L A G E APARTMENTS i k G i i i i I i ii r. r b} t 'V I i.n I i I f i I I I I 1 r� OF BOYNTOISI V I L L A G E APART M NTS � � II �i ' s G z LL. y Qu > a J G ' I E I � i i I l r ' I i ' ? i I a I Heart of Boynton Village Apartments Purchase and Development Agreement TAB Sb Priority Given to Local Subs, Businesses I Local Design Professionals At your request,here is a list of a few local Architects and Engineers that do work in the city.This list is not intended as Design Professionals that must or shall be used,it's dust a list of local Design professionals. If you choose not to use someone from this list we would recommend getting several,estimates and verify the Design Professional license that you pick at this link htt 1 w myfiorl ai�cense co / 11.1.asa?rnode=O&SID : ............ Specialty Engineering 561-752-5440 www.soecsf.com Steven Myott Architect* 561-734-7034 smtt semarchitecture.com Bob McGowan 561-963-1043 robert4327 ccsmcast.net c Joeven M.Valenzuela 561-424-3270 imv beacon-en ,cc i i i *Denotes primarily commercial i i i i i i i G i i j From: Kuntzman,John KuntzmanJ@bbil.us (I Subject: RE:Trade recommendation list Date: May 10,2021 at 5:03 PM To: Matthew Roque mroque@centannialmijt.com i I John Kuntzman Deputy Building Official Development,Building Mailing Address:P.O.Box 3101 Boynton Beach,Florida 33425 Physical Address:100 E.Ocean Ave.I Boynton Beach,Florida 33435 561-742-6376 E KuntzmanJ@bbR.us I Oboynton-heach.org/ r•J � , 4 Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law,email addresses are public records.Therefore,your e-mail communication and your e-mail address may be subject to public disclosure. From:Matthew Roque<mroque@centennlatmgt.com> Sent:Monday,May 10,20214:51 PM To:Kuntzman,John<KuntzmanJ@bbR.us> Subject:Trade recommendation list Hey John, I know last time we talked you sent my mother,Elizabeth a list of vendors that has been used In Boynton Beach recently.Can you resend that to me please? i i Thankyou, Matt Roque t�e.ildt{:aholniaura ' I. F e( i1.n, i54..t„ els.�-1 t„ ai.t t�(y_r EcVa, rr J :�'. y i i i i i I f I 7 i s r ..rr•aw.winwarora r.var.rw nrutwrM•mn. '... J M`eii wm b a k�"u NrdrMlY•d Nll lmu;-�a�, nr � i wMr�aa�a � t I to I I s lot; I( l i�.s3tr kN y,rr.♦,�3 t gin CMu � .., a b`aa J ttiet� ti uf:t�• ( ' lots"' a(h1s .{w. A.... C - s. Mi ial dh'602.rt ¢t At lv;. ro tlro e..M1lt<r�At :.t N�uw F4w 3:1/S ash il,away .t bi tl: M vY I.�.Y{s3a�g ai Ml u�u tl.(`laI 16 41 LTJ 4xb ! •9 ri.i 7Ae)u�: I &d':ICi f,,s3 1 X14• TOM. .�t tid li lk Ih91d1 i ,r--...�� w4 1t-o;l aJ1 Atu:.lre -AI osi Rnt% I 4� i I 3 j f i I I I L OCA I— c 1 i ' At your request,here Is a list of a few local contractors that do work in the city.This list Is not Intended as contractors that must or shall be used,It's just a list of local contractors. would recommend getting several estimates and verify the contractor license that you pick at this link i httos// , loridalicense.cora/ 111.asa?mode-0&51H i i Building Contractors Derle Bailey 561-738-5933 Miguel with 1&M contracting 561-718-7040 Davey with Sunny South 561-670-7411 Joe with Churey&Son 561-509-0162 Roofing J&M contracting 561-718-7040 W E Broadbeck Roofing 561-582-0449 AAM Industries 561-737-2383 American Roofing 561-585-0199 i Electric 9 Norm Douglas C.N.D Electric 561-635-4893 Pride Electric 561-628-3009 Pike Electric 561-734-4593 Pendergrass Elect 561-732-2831 Design Elect 561-632-9102 f Robert McCowen A/C&HeaUng 561-963-1043 Gulfstream Cooling 561-531-3665 Air-Ref A/C Elect 561-493-3305 Hoffmann&Nixon A/C 561-738-6490 Plumbing Ward's Plumbing 561-767-7677 V.P.Fox Plumbing 561-737-6163 Mattis Plumbing 561-432-4176 Buckeye Plumbing 561-793-3169 Zicaro's Plumbing 561-547-7103 Irrigatlon/Landscape Big Orange Landscaping 561-733-7726 Bermuda Landscape&Design 561-279-9009 Demolition Republic Construction 561-265-4730 E&F Florida 561-333-1445 Hatcher Construction 561-330-2621 t Anzco Inc 561-699-3602 I Heart of Boynton Village Apartments Purchase and Development Agreement TAB Sc Language re Local Hiring in Subcontracts M P L E — S P U Addendum to Subcontractor Agreement Hiring and Training City of Boynton Beach Residents i This is an Addendum to Subcontractor Agreement dated the 1511 day of November,2021 by and between RS Construction of Dade, Inc("Contractor") and MVRT Inc. ("Subcontractor") pertaining to Wells Landing Apartments—Boynton Beach,Florida i Subcontractor agrees to use good faith efforts to hire and train City of Boynton Beach residents to participate in the construction of Wells Landing and hopefully to be continued. i i R$Cons, tion tion o/ident Inc. By�L'ev�(s�Swezy, i i I MVRT Inc. By:� f Heart of Boynton Village Apartments Purchase and Development Agreement TAB Sd Notification of Job Training and Placement Heart of Boynton Beach Village Apartments Job Training and Job Placement We intend to initiate job training and job placement efforts shortlyt. Training and placement opportunities will be communicated to: Boynton Beach Community High School 4975 Park Ridge Blvd, Boynton Beach 561-752-1200 SouthTech Academy 6161 W Woolbright Rd, Boynton Beach 561-369-7000 Palm Beach State College 4200 S Congress Ave, Lake Worth 561-967-7222 CareerSource of Palm Beach County 3400 Belvedere Rd, West Palm Beach 561-340-1060 Heart of Boynton Village Apartments Purchase and Development Agreement TAB Se Living Wage Payments to Operations Employees Heart of Boynton Beach pillage Apartments Providing Living Wage to. Boynton Residents Our Boynton Beach Resident employees are paid a living wage as follows: Ocean Breeze East Manager Anna Prendes 108 NE 7 Ave $22/hour Still employed Leasing Naidy Escobar 102 NW 7 Ave $16/hour+commission Did not work out Maintenance Tory Orr 407 NE 17 Ave $20/hour Still employed Heart of Boynton Constr Labor Maurice Hayes Moved from Boynton to Lake Worth... $18.00/hour Still employed See attached area living wage information. - _ £ - ps„ � � o� 4� i � �£„ +� � s� 1 �££r�£ gt rtl.,\rt � S� zi£, , £� � {;s��,J ti�titl;�� 1 ;£r�jl1•��, +�� _ �- s£1�,,, — c� - � � t i�` — �_ �t `�S jytl of 11i�y a£1t£, r(�� ' ��`��1 �,1�{ � �,•' psi — =rt X y k p A p m V N V c 5 r N i U) AG V oo ' m Q 3 Z 0 v� m n v= d � d w m m .p.m N C Zoe 4. x 3 m � t3 �, o m g:o m b C o v F. no - Om z D 0. m z X m m m z z v OO m C) x 3 x A o No m 3 z z n-o Z Qo s m -� p Xa rn rn o o w o.............o............. ......... .o.....: m 95 rn oo m � a Q 3 go z w Z ..................... m Iv is77 In -n UJ 0 0 20 0 0 V `� r., J C � i • N N O • N(�VV O (ON to `'.....d?..Y.L.�R....................o.w.�...... r Vi O N U7 co O O) 'xO / �7 O OI = m m C o Z z z ............. ........ wN�............ ... .. .of a) z 000 z 0 0 U CA K u,n a 00 r 03 0 '0CA C v v`,pO o 0 m (1) C', o �o 000 O C j.....j..O..... 0.....O..O .. ... ...... M z-+m /k §� §J a § § k2 wB . : CL m § §■ . G § Z CO k( 2m � I } k § � 2 U to � m \ \} f § :3 \ f \ { m § § § ; 3 2 /\ ƒ 2 // ƒ 2 / ■ 7 ] . \ ({ k } k A \ 2 { \ { k % k $ k k _ _ , 0 ■ : ! § \ c ee q § ) 4 00 § OR k ) gCO ' ) \$ a §§ g M )ƒ$ ƒƒ$ aaE pga \( \§ \ 2 § \ 20 � ` o j ƒ j f § I @ • % � ■ ®§ § \� z s e � � §) z E+j 002 �2@ @@m � \ -0-a a T §§�§ §/ §§�\ §m z mam M. _®gym m § § §� ) §2 • § . . � . 8 � § � k c 90 FO E#d$ %@ ( z D ] 0) $ \ q 0 ¢ � co 0 � @_ ■ §k\ � ° i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.D. SUBJECT: Semi-Annual Progress Report for the Development Agreement with Wells Landing Apartments, LLC d/b/a Heart of Boynton Shops SUMMARY: As a result of the issuance of a Request for Proposals (RFP) and Developer Qualifications (RFQ), the CRA Board selected Centennial Management Corporation (CMC) as the developer at their January 8, 2019 Board meeting, for the mixed-use redevelopment (n.k.a. Wells Landing Apartments, LLC d/b/a Heart of Boynton Village Apartments and Heart of Boynton Shops) on the CRA owned properties located within the E. Martin Luther King Jr. Boulevard Corridor. The mixed use development will provide 124 affordable multi-family rental units as well as 8,250 square feet of leasable neighborhood serving commercial space (see Attachments 1-111). Under the terms of the Commercial Development Agreement (see Attachment IV) that was executed on February 1, 2022, CMC was required to submit a semi-annual progress report every six month starting from the effective date until project completion (see Attachment V). Representative from CMC have been invited to attend the September 13, 2022 Board meeting. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial component); TI RFA $1,630,280 and $433,008.45 Second Development Agreement for the Residential Component. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: No action is required at this time unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I - M LK Jr Blvd Project Site Plan - North D Attachment II - M LK Jr Blvd Project Site Plan -South D Attachment III - M LK Jr. Blvd. Mixed Use Development Project Renderings D Attachment IV - MLK Jr Commercial Development Ageement D Attachment V -Commercial Semi-Annual Report �oS1031IHHOklW IM3 fi9M3Hl0-1 IWC �22d £}} Q o m Z o Q o VHO m C�...,....,..� o U S o "L Z Q o g O 3 1 1 L<G 1--.. u m C a o a=o mpz m s z z a RV, l.i 5� ° m I I _ . 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IN ,A 777 5 s,� b M _ I 4tt�a 'k" ; is t; t. t}! y 1 f 1 �1t I �t�t�St lti r� D I is�'5 at S}}t i 5 s iI§ G j t a s� a� f � u ut;4 a�a � - �u a - a� i}t(afjr`saafF�\(s�as �i� � p 5 ( ja4� f � r t — } a f14s- 5.. c x' e I j t i I DEVELOPMENT AGREEMENT This Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "CRA") and Wells Landing Apartments, LLC or its affiliated assignee (hereinafter "Developer," and together with the CRA, the "Parties"). WHEREAS, the Developer and the CRA intends to construct the Project, as further defined below, which will contain commercial space including a minimum of 1,055 square feet of rent-free space dedicated to the CRA's Neighborhood Officer Program, in that space identified as "Unit#8" in "Exhibit B," attached hereto and hereby incorporated herein; and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that providing funding for commercial spaces within the Project will further the goals and objectives of the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows: 1) INCORPORATION. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) DEFINITIONS. a) "Eligible Expenses" means expenses that are consistent with the requirements of Florida Statutes, consistent with the CRA Redevelopment Plan, directly related to the Project, and in compliance with the requirements of this Agreement. In addition, only direct expenses for materials, labor, construction, and equipment costs associated with the Project are considered Eligible Expenses, including the following relating to the Project: (i) costs relating to the parking lot and site improvements (ii) costs of bathrooms required by code for the Project (iii) costs of plumbing stub-outs, main electrical and mechanical components needed for tenants to hook up to in order to operate within the tenant space in the Project (iv) costs of concrete flooring, ventilation, and HVAC/air conditioning systems needed within commercial spaces for use by tenants (v) architecture and professional design services only for the Neighborhood Officer Program Office and (vi) other 01591782-5 L& expenses specifically agreed to by the CRA through prior written approval. b) "Full-Service Sit-Down Restaurant" means a restaurant where orders are taken by wait staff at the table. c) "Grey Shell" means an unfinished interior with concrete floors (to be poured upon execution of lease agreement), lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and left ready for tenant improvements. d) "Limited-Service Restaurant: means a restaurant where orders are taken at the counter, register, or self-service menu. e) "Local Businesses" means a duly licensed business entity with an office location in Palm Beach County. f) "Move-in ready" means a state of construction such that it has a certificate of occupancy and is ready for tenant occupation and use. Pertaining to Unit#8, move- in ready includes, but is not limited to, installation of the following items per plans the CRA will later provide to Developer: equipment; fixtures; outlets and plugs; all aspects of bathroom facilities including sinks, toilets, stalls, and hand-drying or paper towel equipment; fixed counter space; all components of a functionating HVAC/air conditioning system; paint; and doors. The term "move-in ready' shall not be read to require provision of furniture that is not a fixture. g) "Project" means the construction and management of the commercial spaces of the Property as described in this Agreement, as further described in Exhibit B which is attached hereto and hereby incorporated herein, and in accordance with the previously executed Purchase and Development Agreement, which is attached hereto and hereby incorporated herein. h) "Property" means the property described in Exhibit A,which is attached hereto and hereby incorporated herein. i) "Secondary Eligible Expenses" shall mean: exterior improvements to the Property that enhance the aesthetic value or electrical, mechanical, or plumbing function of the Property; and/or mechanical, electrical, or plumbing improvements of tenant spaces made during the initial build out of tenant spaces. 3) EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the CRA and DEVELOPER has signed this Agreement. 4) OBLIGATIONS OF THE CRA. The CRA agrees to: a) Provide to Developer funding in an amount not to exceed $2,025,815 for the Project ("Project Funding"),to be used only for the reimbursement of Eligible Expenses, and 01591782-5 ,)& s� where permitted by this Agreement, for the reimbursement of Secondary Eligible Expenses. Reimbursement shall be subject to the terms and conditions hereinafter set forth. b) Review all documentation submitted by the Developer as required by this Agreement and provide comments, approval, or notice of disapproval within 15 days of receipt of such document(s). 5) OBLIGATIONS OF DEVELOPER. The obligations of the Developer are as follows: a) Developer will build out the residential portion of the Property and complete the Project. b) Construction. Regarding construction of the Project, Developer shall: i) Commence construction of the "gray shell" of the commercial spaces of the Project within six months of the Effective Date. ii) Work with the CRA's architect to deliver "Unit #8" in the attached Exhibit B, consisting of approximately 1,055 square feet, for the Neighborhood Officer Program Office ("NOP Office") in a move-in ready condition. The construction of the NOP Office shall be completed no later than 18 months of the Effective Date, and Unit#8 shall be provided to the CRA for said use rent-free. iii) Make reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors are defined as those contractors: 1) having a City of Boynton Beach Business Tax Receipt, having a business address within the boundary limits of the City of Boynton Beach, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm Beach County and meeting all of the requirements to do business within the City of Boynton Beach during construction of the Project. c) Developer shall designate Units 4 and 5 solely as restaurant spaces. One of the units shall be used as a full-service sit-down restaurant. The other unit shall be used as a limited-service restaurant. If Unit 4 or 5 is used as a full-service sit-down restaurant, Developer will make the adjacent unit, either Unit 3 or 6, available for additional space for the full-service sit-down restaurant tenant. d) Commercial Marketing. Regarding marketing of the Project, Developer shall: i) Commence marketing the commercial space created by the Project within 1 year of the Effective Date. ii) Provide a copy of the initial marketing plan to the CRA for the CRA's review and 01591782-5 J k; ,„, approval prior to commencement of marketing or prior to sign-off of the first commercial tenant, whichever occurs first. The CRA shall not unreasonably withhold approval. iii) Refrain from using the CRA's logo or other intellectual property without the CRA's prior written approval. iv) Use its best efforts to market and secure local businesses as tenants for the commercial spaces created by the Project. e) Rental and Management of Commercial Spaces. Regarding the rental of the commercial spaces created by the Project, Developer shall: i) Solicit commercial tenants to occupy the commercial spaces created by the Project. ii) Provide the CRA with copies of the commercial property owners association and any master association documents or lease agreements, as applicable, for the CRA's review and approval prior to the documents becoming effective to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iii) Provide the CRA with copies of the commercial leases for the CRA's review and approval prior to the execution of the first lease,to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iv) Rent the commercial spaces created by the project at a rate not to exceed $22 per square foot for a period of 5 years following the day the first commercial rental agreement become effective. After 5 years, the rental rate may be increased annually at a rate of either a)3%per year,or b)the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, whichever is lower, for the next 5 years. All restrictions on rental pricing will dissolve 10 years after the day the first commercial rental agreement becomes effective. v) Take its management fee for the commercial spaces created by the Project from the rental rates described above. Such management fee may not exceed 5%of the rental rate. Common area maintenance fees are not required to be taken from the rental rates described above and may be charged in addition to such rates. vi) Manage all aspects of commercial space rentals, including but not limited to rent collection, maintenance, and tenant selection. f) Residential Management. Developer shall manage all aspects of residential rentals, including rent collection, maintenance, and tenant selection. 01591782-5 t e g) Developer shall not be responsible for tenant improvements for "Units#1-7." 6) LIMITATION ON USE OF CRA FUNDS. The funding provided by the CRA pursuant to this Agreement shall be used to construct the grey shell of the commercial spaces created by the Project. Twenty-five thousand dollars($25,000)shall be used towards the move- in ready build out of the NOP Office; however, no other CRA funds may be used to otherwise build out individual spaces except to install plumbing, electricity, concrete flooring, ventilation, and HVAC/air conditioning systems and other Eligible Expenses. However, if and only if any funding remains after the completion of all portions of the Project that create Eligible Expenses, Developer is entitled to seek reimbursement for Secondary Eligible Expenses. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for Eligible Expenses and Secondary Eligible Expenses, and only upon receipt of a written reimbursement request that contains the following: i) A letter requesting an amount to be reimbursed; ii) A summary of the Project items for which Developer seeks reimbursement; iii) A statement that the request is consistent with the requirements of this Agreement and the reimbursement requested is for Eligible Expenses or Secondary Eligible Expenses; iv) Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the Developer for the Project for which the Developer is seeking reimbursement; and v) For any reimbursement request submitted after final completion of a physical improvement, evidence of an approved final inspection, or equivalent. b) In order to be eligible for reimbursement, the reimbursement request must be submitted within one hundred and twenty (120) days of Developer making the payment for which it seeks reimbursement. c) Upon receipt of a complete reimbursement request from the Developer that meets the requirements of this Agreement, the CRA shall remit funding in the amount requested,consistent with this Agreement,to the Developer within ninety(90)days of receipt of the reimbursement request by electronic fund transfer into such account as may be designated by Developer from time to time. d) If the Developer fails to submit a reimbursement request within one hundred and twenty (120) days, the Developer will no longer be eligible to receive reimbursement for that item. If the Developer submits a reimbursement request 01591782-5 .a?�.,,.w' 1 t a g) Developer shall not be responsible for tenant improvements for "Units#1-7." 6) LIMITATION ON USE OF CRA FUNDS. The funding provided by the CRA pursuant to this Agreement shall be used to construct the grey shell of the commercial spaces created by the Project. Twenty-five thousand dollars($25,000)shall be used towards the move- in ready build out of the NOP Office; however, no other CRA funds may be used to otherwise build out individual spaces except to install plumbing, electricity, concrete flooring, ventilation, and HVAC/air conditioning systems and other Eligible Expenses. However, if and only if any funding remains after the completion of all portions of the Project that create Eligible Expenses, Developer is entitled to seek reimbursement for Secondary Eligible Expenses. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for Eligible Expenses and Secondary Eligible Expenses, and only upon receipt of a written reimbursement request that contains the following: i) A letter requesting an amount to be reimbursed; ii) A summary of the Project items for which Developer seeks reimbursement; iii) A statement that the request is consistent with the requirements of this Agreement and the reimbursement requested is for Eligible Expenses or Secondary Eligible Expenses; iv) Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the Developer for the Project for which the Developer is seeking reimbursement; and v) For any reimbursement request submitted after final completion of a physical improvement, evidence of an approved final inspection, or equivalent. b) In order to be eligible for reimbursement, the reimbursement request must be submitted within one hundred and twenty (120) days of Developer making the payment for which it seeks reimbursement. c) Upon receipt of a complete reimbursement request from the Developer that meets the requirements of this Agreement, the CRA shall remit funding in the amount requested,consistent with this Agreement,to the Developer within ninety(90)days of receipt of the reimbursement request by electronic fund transfer into such account as may be designated by Developer from time to time. d) If the Developer fails to submit a reimbursement request within one hundred and twenty (120) days, the Developer will no longer be eligible to receive reimbursement for that item. If the Developer submits a reimbursement request 01591782-5 .a?�.,,.w' 1 that the CRA deems incomplete,the CRA shall notify the Developer in writing. The CRA may ask for additional documentation that could reasonably be used to evaluate or support the reimbursement request. The Developer shall have ninety (90) days from receipt of the notice to provide the necessary documentation to complete the reimbursement request. If the Developer fails to provide the documentation required by the CRA within the required time limits, the Developer shall only be eligible for the portion of the reimbursement request, if any, that the CRA deems complete and eligible. The CRA will not reimburse the Developer for any portion of the reimbursement request the CRA deems ineligible for reimbursement. e) Reimbursement may be withheld or denied for failure to comply with this Agreement. 8) NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to CRA: Boynton Beach Community Redevelopment Agency Executive Director,Thuy Shutt 100 E. Ocean Avenue, 4th Floor Boynton Beach, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to DEVELOPER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 01591782-5 _; 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 9) RIGHT OF FIRST REFUSAL. In the event Developer elects to sell the commercial spaces (or any part thereof) of the Property separate from the residential portion of the Property within 10 years of the Effective Date, CRA shall have the right of first refusal to the commercial spaces, to be effectuated as follows: Should Developer receive an offer to purchase the commercial spaces (or any part thereof) of the Property, Developer shall give the CRA notice of the offer by delivering a copy of the offer to the CRA ("Offer Notice")within two business days of receipt. Within five (5) days of receipt of the Offer Notice, the CRA shall schedule this item on the earliest available CRA Board agenda for approval to either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of CRA Board approval, deliver to Developer an agreement to purchase the portions of the Property subject to the Offer Notice on the same terms as set forth in the Offer Notice, including the delivery of a deposit (if applicable) less a deduction of the value of any funding contributed to the Developer by the CRA pursuant to this Agreement. Upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Offer Notice with a closing to be set no later than 45 days from the effective date of the Purchase and Sale Agreement. If the CRA fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within thirty-five (35) days after receipt of the Offer Notice,then the CRA's right of first refusal shall be deemed to have been waived. 10) BINDING OBLIGATION/ASSIGN„MENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of,the successors and permitted assigns of the Parties hereto. Upon written notice to CRA,this Agreement may be freely assigned by DEVELOPER to a wholly owned affiliate of DEVELOPER, and thereafter DEVELOPER'S assignee shall be obligated as contemplated herein as if such assignee were the original party to this Agreement. Any assignment by DEVELOPER to an unaffiliated party shall be subject to the written approval of CRA. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 11)RISK,._OF M,LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of CRA, 01591782-5 DEVELOPER may elect, as its sole option, to terminate this Agreement and refund to the CRA all monies previously received from the CRA for the Project, at which time the parties shall have no further obligations under this Agreement. 12) REPORTING. DEVELOPER shall provide the CRA Board with a report detailing the status of the project and DEVELOPER's compliance with the terms of this Agreement six months after the Effective Date, and at least every six months thereafter until the CRA deems the project complete. Further, DEVELOPER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 13) DEFAULT. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Developer fails to cure the default within fifteen (15) days of notice from the CRA, the CRA may refuse to make reimbursement payment under this Agreement, or terminate this Agreement and refuse to make any further payment hereunder. Nothing in this Paragraph shall be construed as a limitation on any damages the CRA may incur or is entitled to as a result of Developer's breach or default. If the CRA breaches the Agreement, the CRA shall have fifteen (15) days from the receipt of written notice of such breach to cure the breach. To the extent permitted by law, the CRA's liability for all matters that occur as a result of, arise out of, or are otherwise related to this Agreement, including negligent, grossly negligent, or willful misconduct or omission, shall be limited to the amount of Project Funding less any portion of the Project Funding already paid to Developer. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph S of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 14)TERMINATION_. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. If this Agreement is terminated due to default of the Developer, the Developer shall immediately refund to the CRA all funding the CRA previously paid to the Developer pursuant to this Agreement. Otherwise, this Agreement shall automatically terminate after completion of the Project and final payment by the CRA, whichever occurs later. 15) MISCELLANEOUS. a) General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The executed signature page(s)from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an 01591782-5 i original document for all purposes hereunder. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Paragraph shall be deemed to be a reference to the entire Paragraph, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties.This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida regardless of conflict of law principles. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. b) Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. c) Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. All waivers by the CRA must be expressly stated in writing. This paragraph shall survive termination of this Agreement. d) Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement,or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. e) Severability. If any provision of this Agreement or the application thereof shall, for 01591782-5 SIT any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Paragraph shall apply to any amendment of this Agreement. f) Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and DEVELOPER shall control all printed provisions in conflict therewith. g) Waiver of Jury Trial. As an inducement to DEVELOPER agreeing to enter into this Agreement, DEVELOPER and CRA hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. h) Compliance with Laws: No Discrimination. In the performance of this Agreement, Developer shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, familial status, gender identity, gender expression, sexual orientation or disability for any reason in its performance under this Agreement. i) Attorneys' Fees and Costs.The Parties acknowledge and agree that each Party shall be responsible for its own attorneys'fees and costs incurred in connection with the transaction contemplated by this Agreement. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, each party shall be responsible for its own attorneys' fees and costs, including those at the appellate level. j) Bindm Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the DEVELOPER and CRA has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. k) Survival. The provisions of this Agreement concerning use of the CRA's intellectual property, agents, wavier, and repayment of funds due to Developer's default shall survive the expiration ortermination of this Agreement and remain in full force and effect. 1) Public Records. CRA is public agency subject to Chapter 119, Florida Statutes. The DEVELOPER shall comply with Florida's Public Records Law. Specifically, the DEVELOPER shall: 01591782-5 i e O ii) Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla.Stat.,or as otherwise provided by law; iii) Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and iv) Meet all requirements for retaining and providing public records and transfer to the CRA, at no cost, all public records in possession of the DEVELOPER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CRA in a format that is compatible with the information technology systems of the CRA. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 E. Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435;or h Ma ibbfl.us. CRA shall, upon request, provide guidance to DEVELOPER as to the public records keeping and reporting duties that are imposed upon DEVELOPER as provided above and shall take all steps reasonably required to assist DEVELOPER in not violating them. The failure of DEVELOPER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. In the event that Developer fails to perform its obligations under this Paragraph 15.1 of this Agreement or otherwise defaults hereunder, upon written notice the Developer shall have thirty(30) days from the date of such notice to cure the default. If Developer fails to cure the default within thirty(30) days then the CRA may terminate this Agreement. Developer understands that the CRA may disclose any document in connection with performance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. [Remainder of Page Intentionally Blank] 01591782-5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. DEVELOPER: CRA: Wells Landing Apartments LLC, a Florida limited liability company BOYNTON BEACH COMMUNITY By: Wells Landing ManagLLC, a Florida limited lip-bility company, f' REDEVELOPMENT AGENCY its Manager ,F u By. y: .. f Pr'nted Name: Lewis V. Swezy, Manager Printed Name: Steven B. Grant Title: ""u Title: Chair � '. ° Date: �' Date: WITN ESS: WITNESS: r av Jk Printed Name: ' Printed Name.' p�. 01591782-5 �` WITNESS: WITNESS: Printed Name: .. 9 _ ' ' .w Printed Name: J Approved as to form and legal sufficiency: CRA Attorney 01591782-5 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8&9 (LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6&7(LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0040 Legal Description: FRANK WEBBER ADD LTS 4&5 (LESS NE 10TH AVE R/W) BLK 1 Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEEKS ADD TO BOYNTON LT 1 EXHIBIT B-COMMERCIAL SPACE FLOOR PLAN AND ELEVATIONS 01591782-5 f �51=1311HZIaVala33:;H O'11WO e z _.q1H m < w e, a R m 'Z VHE)M ' .' 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I4��r r o Lu; r . .i♦ ,� � t' J r sr zz^c W ja �w Og LU a I i q I~ 4 w o m IVILK Jr. Blvd. Commercial Development Agreement Reporting Checklist Critical Dates 1st Report Deadline 8/8/2022 CRA Board Meeting Date 9/13/2022 Reporting Requirments (every 6 months after 2/8/221 Signed statement that Project improvements are consistent with the requirements of the Tab 1 Agreement. A Project Status Summary with timestamped photo documentation A- Provide list of all qualified, licensed, insured and bondable local contractors and sub-contractors. Tab 2a Provide City of Boynton Beach Business Tax Receipt for each local contractor and sub-contractor Tab 2b Provide Local Contractor and Sub-Contractor Business Address verified within Boundaries of Tab 2c Palm Beach County Documentation that Local Contractor and Sub-Contractor meets all requirement to do business within the City of Boynton Beach during construction of the Project Tab 2d Tab 3 Copy of initial marketing plan Documentation reflecting efforts to market commercial space within 1 year of effective date. Tab 4 Documentation demonstrating best efforts to market and secure local businesses as tenants for Tab 5 the commerical spaces Copy of the commercial property owners association and any master association documents or Tab 6 lease agreements, as applicable 1 Heart of Boynton Village Apartments Purchase and development Agreement TAB 1 Progress Statement and Photos Centennial Management Corp 7735 NW 146 Street, Suite 306 Miami Lakes, Florida 33016 Tel.- 305-821-0330 August 3, 2022 Thuy Shutt Executive Director Boynton Beach CRA Re: Wells Landing aka Heart of Boynton Village Shops Signed Statement that project improvements are consistent with requirements of the Commercial Development Agreement. Included status summary and photos. Dear Thuy: The commercial gray shell is being constructed along with the rest of the development. Construction permits were issued in March of 2022, and R.S. Construction of Dade, Inc., the General Contractor, immediately started land clearing and construction. Vertical construction of all three buildings including the commercial space is now well underway. Two of the three slabs have been poured and block work is progressing. We have not encountered any significant issues with construction and anticipate completing development and lease-up on time. All project improvements including site development and building construction are consistent with the Purchase & Development Agreements and approved site and architectural plans. Leases for the commercial space are currently being executed. 6 of the 7 spaces available have committed tenants. A summary and time line is attached along with the following exhibits: I. Time stamped aerial photos(sent individually in digital form) 2. Building Permits 3. Subcontractor information 4. Initial.Marketing Plan 5. Marketing effort to date 6� Copies of signed leases Please let me know^should you need any additional information or have any questions. Sincerl , Lewisvezy Pre ident ,r 30720-335 Heart of Boynton Beach 'Village Apartments Time Line/Summary Invitation to Bid:The Bidding of MLK Jr. Blvd Project to all qualified Sub-Contractors including i Boynton Beach Sub-Contractors started approximately in January 2021. R.S. Construction of Dade, Inc has a team dedicated to researching and qualifying all potential Sub-Contractors for our projects. Many man hours are spent identifying Sub-Contractors. This is done mostly through networking, phone calls, boats on the ground visiting construction sites and asking for references from the local City and building departments. This is an integral part of our development progress. Once the qualified Sub:Contractors are identified they receive an Invitation to Bid"The Sub-Contractors are given a date as to when they need to respond to the invitation to bid.Once the Sub-Contractor responds with a yes,the team will send a complete set of plans to the Sub- i Contractor. This process can take months. Once all the bids are in, the team qualifies the bids and a Sub-Contractor is selected... I Our team worked with the City of Boynton Beach and received a list of local Sub-Contractors.We were also given referrals and reerngaged local Sub-Contractors that we used at Ocean Breeze East Apartments. Our team contacted the Sub-Contractors on the list, however most of the contractors were not interested, too small.of a company, did not qualify or were out bid by other Sub-Contractors. The Sub-Contractors that did qualifywere sent an invitation to bid and a full set of plans to bid from. Bids awarded to Local Sub-Contractors of Boynton Beach or pending final approval and contract i • Ridgeway Plumbing,640 Industrial Avenue, Boynton Beach, FL.33426{awarded} j • Big Orange Landscaping,8201 96th Ct.S, Boynton Beach, FL 33472(pending final by down) • Construction Cleaning? Not awarded hoping for a Boynton Beach Company i Most Bids were awarded by March 2022 i Advertising for Job Fair: With the help from the CRA the Job Fair was a great success. i We started planning the Job fair back in November 2021 with Mercedes Coppin, Business Promotions and Event Manager of the Boynton Beach CRA. Mercedes set up a conference call with Michael Carbitt, Director of Business Development for Career Sources Palm Beach County to help in the advertising of our Job l=air, also in November another member of the CRA Renee Rosario, Social Media and Communication.Specialist participated in planning of the Job Fair scheduled for Friday December 17, 2021 and Saturday December 18,2021. The Fair was held at the Ocean Breeze East Club house at 100 NE 7th Avenue, Boynton Beach Fl. A follow up survey was sent out by the CRA to all applicants on ,January 5, 2022 The. Job Fair was advertised by Career Sources, CRA Social Media sources such as a paid ad on Facebook. Large Signs were place strategically around the community. Job Fair: The Job Fair was held on December 17&18, 2021 from 12:00 to 4:00 PM each day. It was very successful,we had over 40 people show up. Applications were taken and brief interviews were conducted onsite during the job fair. After the job fair an email was sent out to all applicants that provide their email address to inform the applicant that they would be contacted very soon for another interview in January 2022.We contacted approximately 25 applicants. Unfortunately,these interviews did not lead to anyone being hired. We are still actively looking for staff.We are hopeful to start working soon with South Tech Academy in Boynton Beach,and Career Sources of Palm Beach County. E Commercial Space: We are working with the.CRA on the Commercial/Retail Space. We have many applicants.and several people approved for the space.We will be issuing leases this month. Several future tenants are already working with their architect for their interior build-out. Overall: Development and Construction is proceeding in accordance with our P&D Agreements. Site development and shell construction are well underway. Construction and lease-up will be completed in about a year. E V 1 t �. � * fir oe ". ' 1 r� V) i' F 1 t: w 1 lY� t t c I 1 r moi, It: cd fvr 110 a } 44 »v aA!!;,`'i� �,4,� _ # s �w i ,��f''a ll.Y �Y''�� f,, i',��2Ssry� e A•W t` v � y J b i j�6�t}� ba �`�,� ✓w' ��' p�t�'t� } t`.�} � �� -ks tai-y � f� sr 4 �i,{rr k4Y i}{7 11'—'Yt A 7it �tY 4 t �r V t t4 F s r P 9 t4 l if - i, r m 1{ r 3 Z t�t �i tlt y� cl r �w � x f)t�``G � 6'�•'i � (`5 _ q y �`.,f tiLJ ��li I IIS it i y € a { t ¢¢ 4 ; its 4s ��Jls 141 yyl >3 + ��yfb1� 5 ii c IN r gk E W�s rr<• a itr� 4i iii IN c Y� ��, s lit f 14G�ft S t � — } l t ir t s. t i -'_•� icy,. �r � f 1�f t��s r�� y$ f i } � T t p s a aF' 1 1 1 r, it r s,s b °t} Y Heart of Boynton Village Apartments .Purchase and Development Agreement TAB 2a List of Local Subcontractors WELLS LANDING List of SUBCONTRACTORS-CONTRACTS Boynton Rased Landscaping Landscaping Asaoclatea,Inc. Irrigation 26fo2 SW 147 Avenue Princeton,FI.33032 Concrete Shell Phorcys Bulldar 14012 N,W 82 AVE Miami Lakes Florida 33018 Metals SITUAR GROUP-Metals 7772 N.W,56 ST Miami,Florida 33166 Cabinets ASHMANDY KTC14EN CABINETS 950 WEST 23 ST Hialeah,Florida 330••10 Insulation MER ENTERPRISES dba LEER INSULATION 3412 Industries 33rd Street Fort Pierce,Florida Ranting&MetalExotite Roofing&Waterproofing Service Inc 16104 Kilmarnock Drive Miami Lakes,Florida 33014 Dors&Millwork COMPLETE DOORS&HARDWARE INC, 6586 HYPOLUXO RD 3208 LAKE WORTH,FLORIDA Drywall HURRICANE CONSTRUCTION OF PALM BEACH,LLC DBA:HURRICANE CONSTRUCTION SHALL. 154 BAREFOOT COVE HYPOLUXO,FL 33462 Flooring General Property Construction 1550 NW 96 Ave Doral Florida 33172 Painting A.L.Waterproofing 8.Painting,Inc. 2721 SW 136 Ave Davis,FL 33330 Appliances G.E.APPLIANCES 786-914-6428 Elevators TK ELVATOR CORP. 7567 Central Industries Drive Riviera Desch,Flodda 33404 Trash Chutes Wilkerson HI-Rise-Trash Chute 3402 S.W.20th Terr unit B-10 Dania Beach,Florida 33322. Plumbing RIDGE WAY PLUMBING,ItiC� 640 INDLISTRIAL AVE BOYNTON BEACH,FLORIDA 33426-3694 Mechanical Best Air Solutions -HVAC 2555 NW 102 Suite 104 Doral,Florida 33172 Electric BECAI ELECTRIC INC 12312 S.W 133 CT MIAMI,FLORIDA 33186 Heart of Boynton Village Apartments Purchase and Development Agreement TAB 2b Local Subcontractors — BB Business Tax Receipts 7 � CL �•+ .� Y cc EIS � s c] p� C CO Lo m mmm � � •`�� - M C 'V LL N :{s, U) c c m M C c Q •4.�', °awWOMIN C$ LL O O C)s o 0 (1) W N fi M CD .ai v = T J LO Nii LL Ell �. � Q� L cfl 9 M co l!Ym�l R• �a.it co LL 0 U) CL m1 LLi v " CO C O o 16 x 0) p ''a :o, w ai r 'M a CD J2 co ''`° v E Ca fi CO 0 ` o C) U) U) :.. o Heart of Boynton Village Apartments Purchase and Development Agreement TAB 2d Local Subcontractors Meet BB Requirements CL (14 .j LU w C4 u 0 -0 0 W m C14 tq —r- co - maaEg 0 U-M CL � LLJ CO '0 ''K -j U- a z0' U) ca w0 a Om �t uj co Ar 2 R Z V- �,E- > F LL CD 155 CL U) 0 OL 7S'4o- D uj Z z E4 w w tL < RR CL W Z u W� ��- J E (D 0 0 = a I z UJ -1 0 IL N CL m (D m c (a c :E Ca !a E Lo a N C-4 0 ct Cl) Cf) LLL. as cb Er -a 0 M LO Qui a) E > 0 q w 0 K LU U) SaA C? CL 0 z z uj-j - -> LL IL a-w 0 WZZ uj i; 0 2t, U) U Z 0 9 W6-2422 CL E :3 C� 0 0 5131122,8;40 AM Dotal by Entity Name DrVislOr! 6F CORPORATIONS RATIONS jj S? ct 1 'vis ci t'Ci rRu ra + f Sous a R. rd 1 L0 ky E�17U2y ld ma, 1 Mail by Entity Narne Florida Profit Corporation RIDGEWAY PLUMBING INC. EL Information Document Number 233423 FEIIEIN Number 59-0894932 Date Filed 0211611960 State FL Status ACTIVE Frinclpal Address 640 E.INDUSTRIAL AVE. BOYNTON BEACH FL 33426 Changed:03/01/1988 Mailing dr s 6140 E.INDUSTRIAL AVE. BOYNTON BEACH,FL 93426 Changed:03101/1988 13e919tere Agent Name.,&Address KOZAN,GREGORY J 640 E.INDUSTRIAL AVE. BOYNTON BEACH,FL 33426 Name Changed:0210512019 Address Changed:0310111986 Q icer D-ILector pet-aft Name&Address Title VI?Director KOZAN,GARY il5u', 15555 CHANDELLE PLACE WELLINGTON,FL 33414 Title CEO,President,Director httpsJlsearch.sunbiz.orglinqulrylcorporationSearrctVSearchResulLDetail?inquirytype=EntityName&dlrectionTypelnilial searchNameOrder—RIDGEWA... 113 AL 70 0 cu 1 L E LU Q k2 ui SO LU �y to UJS a t4(y ! ld s ', ) fPam, F� � i 4� .ME'T � ! l'F ■•�. syr � {� _ CL LL U. uj Ui ,�L.A✓ "L 12 Im lu 7E uw 0 CL CL eel EMEMAMMURNFAMMOM gq� t Heart of Boynton Village Apartments Purchase and Development Agreement TAB 3 Initial Marketing Plan Heart of Boynton Beach Village Shops Initial Marketing Plan Initial Marketing was conducted in close cooperation with the CRA and with Bonnie Nicklien in particular. While the effort is not well documented, the results speak for themselves: Initially, all 7 spaces were leased. One tenant backed out due to build-out cost, but we are continuing to work with the others. The tenant who will provide a full service restaurant is interesting in leasing an additional bay. There is a waiting list as well. Heart of Boynton Village Apartments Purchase and Development Agreement TAB 4 Effort to Market Commercial Space Heart of Boynton Beach Village Shops Lease-up within One Year The result of our marketing efforts is that we are on target to fill all commercial spaces as soon as construction is completed. Heart of Boynton. Village Apartments Purchase and Development Agreement TAB S Effort to Market Commercial Space to Local Businesses Heart.of Boynton Beach Village Shops Effort to Market to Local Businesses Marketing efforts were focused on local outreach, and some of the tenants we are now working with are indeed local. Heart of Boynton Village Apartments Purchase and Development Agreement TAB 6 Commercial Leases BUSINESS LEASE This AGREEMENT of Lease (this "Lease"), is entered into this date 08/01/2022, between Wells Landing Apartments LLC d/b/a The Heart of Boynton Shops (hereinafter called the "Lessor" or the "Landlord"), and Premier Medical Center of Boynton Beach, LLC (hereinafter called the "Lessee"or"Tenant"). WITNESSETH,that the said Lessor does this day Lease unto said Lessee and said Lessee does hereby hire and take as Tenant approximately: Square feet of Commercial Space: 1,207 square feet Location: 119 E Martin Luther King Jr. Blvd Suite 101 Boynton Beach, FL 33435 Accepted Use: Used and occupied by the Lessee as a "Medical office" and for no other purposes or uses whatsoever. Lease Term: Two(2)years subject and conditioned on the provisions of this lease. The Lease should begin January 1,2023 and end December 31,2024.Due to the construction of the retail space, dates may need to be adjusted. Tenant agrees and understands that the move-in date is only an approximate date. Total rent payable as follows: Total Rent EACH of the two(2)years is: January 1,2023—December 31,2024: Annual Base Rent: $26,554.00 Monthly Base Rent: Two Thousand Two Hundred Twelve and .84 Cents ($2,212.84) Monthly Sales Tax: One Hundred Fifty-Four Dollars and .90 Cents ($154.90) Monthly CAM Fee: One Hundred Dollars ($100.00) Monthly Total: Two Thousand Four Hundred Sixty- seven Dollars and .74 cents ($2,467.74). In no case shall the total rent described above, plus any additional rent described herein, exceed an amount equal to twenty-two dollars ($22.00)per square foot. This restriction shall remain in effect for the first 5 years,following which such amount may be raised by three percent(3%)per year or by the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics, whichever is lower, for the next five(5)years. Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be responsible for all expenses associated with the direct operation of the Premises, including but not limited to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a Certificate of Occupancy, Certificate of Use, and Business Tax Receipt from City of Boynton Beach and Palm Beach County, as applicable within 60 days of move in, and for complying with all of the all applicable laws, codes, rules and regulations, including but not limited to: county/state/federal fire regulations. Tenant's failure to comply with the requirements of this paragraph shall be considered a breach of this Lease.Tenant is also responsible for any fees acquired due to the violations. Tenant Responsibilities: Tenant shall be responsible for all improvements and alterations to interior. Tenant shall obtain all necessary permits and licenses to conduct work. Tenant agrees to pay for the all of the design and construction of build-out including but not limited to electrical, mechanical, plumbing, structural, building, fire and all other trades as applicable to current building codes. Tenant further agrees 01623870-1 1 to hold Landlord harmless for all build-out improvements including any fees/fines required for final approvals. Tenant shall deposit with Landlord a Security Deposit of(2) Two month rent in the amount set forth below (base rent and CAM) upon signing this lease. Tenant shall also pay the January 2023 rent payment of$2,467.74 on December 1,2022. Next payment shall be due on February 1, 2023. SECURITY. Tenant shall deposit with the Landlord the sum of$4,625.68 (concurrently with the execution of this Lease),which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord,at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease,and towards the performance of each and every of Tenant's covenants under this Lease,but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto;that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay;that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do;that, in the event this deposit shall not be utilized for any such purposes,then such deposit shall be returned by Landlord to Tenant within ten(10)days next after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit. The Landlord can take from the deposit to pay the violations and the tenant is responsible to reimburse the security deposit within 30 days. Rent shall be due and payable the first of each month.An additional rent late charge of ten(10%) percent shall be assessed for each month's rent that is five(5)days past due. All payment to be made to the Lessor on the first day of each and every month in advance without demand at the office of the lessor at 7735 NW 146 Street Suite#306 Miami Lakes,FL 33016 or at such other place and to such other person, as the Lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this Lease and are hereby agreed to by the Lessee: 1. ASSIGNMENT. Tenant shall not assign,transfer, sublease, mortgage, pledge or otherwise encumber the demised premises or any part thereof without the express,written consent of Landlord first obtained; provided,however,that Landlord's consent shall not be unreasonably withheld. In the event of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance of each and every covenant and condition hereunder. Landlord's approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws,rules and regulations of any governmental authority required of either the Landlord or the Tenant and such approval shall create no responsibility or liability on the part of the Landlord for any non-compliance with laws,rules and regulations of any governmental authority. 2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws,rules, orders, ordinances, directions,regulations and requirements of federal, state county and municipal authorities now in force or which may hereafter be in force,which shall impose any duty upon the Landlord or Tenant with respect to the use, occupation or alteration of the premises, and the Tenant shall use all reasonable efforts to fully comply with the Americans with Disability Act. Tenant agrees to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental law, rule or regulation that was not applicable to the building at the time it was originally constructed. Landlord,to its best knowledge, is currently complaint with all governing codes and regulations. 3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease,whereby the same shall be rendered untenantable,then the Lessor shall have the right to render said premises tenantable by repairs within ninety(90)days therefrom. If said 01623870-1 2 premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be liable for rent during the time the premises are rendered untenantable. 4. PROMPT PAYMENT. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the conditions printed upon this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease shall, at the option of the Lessor, work a forfeiture of this Lease and all of the rights of the Lessee hereunder; and the Lessor shall have the right to enter said premises and remove all persons therefrom forcibly or otherwise and the Lessee hereby expressly waives any and all notices required by law to terminate its tenancy and also waives any and all legal proceedings to recover possession of said premises or damages. Landlord may exercise this option if rent is fifteen(15)days past due. 5. ABANDONMENT. In the event the Lessee abandons the premises, the Lessor may, at his option, enter the leased premises, by force or otherwise, without being liable in any way. For the purpose of this section, both parties agree that the premises shall have been deemed abandoned and vacated if- (1) £(1) the rent is delinquent, (2) the Lessee has not entered the premises for five, consecutive working days, excluding weekends and holidays, and (3) the Lessee has not notified the Lessor, in writing, of its intention to be away from the premises for vacation or other purpose. Delinquent shall be defined as ten(10)days past due. 6. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises during all reasonable hours with reasonable notice, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof or of said building or to exhibit said premises and to put or keep.upon the doors or windows thereof a notice `FOR RENT" at any time within thirty(30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions,which do not conform to this Lease or to the rules and regulations of the building. 7. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements whatsoever without first having obtained the written consent of the Lessor which shall not be unreasonably withheld. Any structural improvements and additions to the premises which Lessee might make must comply with such municipal building and zoning code as would be applicable and shall be paid for in cash at time of making thereof, so as not to subject the premises to mechanics lien. If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or work drawings shall create no responsibility or liability on the part of the Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. 8. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery, plumbing, electric wiring, and other fixtures and interior appurtenances, in good and substantial repair and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted. All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the Tenant shall maintain and repair the same during the term of this lease and shall return said unit (or units)to the Landlord at the termination of this lease in good working order, reasonable wear and tear excepted. Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the maintenance of said air conditioning units, and shall provide Landlord with a copy of said 01623870-1 3 maintenance agreement within thirty(30)days of execution of this lease. 9. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods, and chattels of said Lease, which shall or maybe brought or put on said premises as security for the payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs. Except the equipment listed in the attached list and/or under lease and owned by third parties. 10. INSURANCE. The Lessee shall, during the term of this Lease, procure at its expense and keep in force the following insurance: 1. Bodily injury and property damage comprehensive public liability insurance with respect to the leased premises for a combined single loss of not less than $1,000,000.00. 2. Fire and extended coverage insurance covering its fixtures and equipment located on the leased premises in an amount not less than ninety(90%)percent of their actual cash value. 3. Workers compensation insurance in accordance with statutory law and employer's liability insurance with a limit of not less than$100,000.00 per employee and $500,000.00 per occurrence. 4. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Lease premises shall be the Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and affect a policy of plate glass insurance, covering all plate glass of the Leased Premises, in amounts satisfactory to Landlord. The policy shall name Landlord, and any person, firm, or corporation designated by Landlord and Tenant as insured. 5. Said insurance shall designate Lessor as additional insured and shall contain a clause that the insurer will not cancel or change the insurance without providing Lessor with at least 30 days' prior written notice. Proof of said insurance coverage and payment of premium shall be supplied to Lessor on demand. 11. HEIRS AND ASSIGNS. This Lease shall bind the Lessor and its assigns or successors and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be of the Lessee. 12. NOTICE. It is understood and agreed between the parties hereto that written notice by email, certified mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice by email, certified mail return receipt requested, mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this Lease. 13. WAIVER. The rights of the Lessor under this Lease shall be cumulative and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. 14. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the Lessor for approval before installation of same. Tenant shall have the right to install its store sign on the Premises, at its sole cost and expense, in accordance with the code and sign criteria established by the City of Boynton Beach. 15. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by 01623870-1 4 order of the Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as additional rent its pro rata share(s) of any sprinkler standby, storm water utility standby, water and/or sewer charges billable to the Landlord for the building(s) of which the demised premises are a part. Landlord represents that, at present,there are no pending charges. 16. PROPERTY TAXES &INSURANCE. The Lessee shall pay as additional rent its proportionate share (100%) of any increases above the 2022 levy in the real property taxes assessed against the demised premises. Similarly, the Lessee shall pay as additional rent its proportionate share (100%) of any increase in the amount of fire and hazard insurance premiums incurred by the Lessor above those paid for 2022.None are expected at this time. 17. BANKRUPTCY. If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted by or against the Lessee, before the end of this Lease, the Lessor is hereby irrevocably authorized to forthwith cancel this Lease, as for a default. 18. SUBORDINATION. Subject to the provisions of Paragraph 33 below, this Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgages or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. Tenant agrees to execute and acknowledge any documents required to effectuate an attornment, subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place,and stead, to execute such documents ;n accordance with this Section, said appointment to be a power during the term of this Lease coupled with an interest and irrevocable. 19. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the beginning of the Lease and agrees to maintain said premises in the same condition, order, and repair as they are at the commencement of said term and to return said premises in broom-swept clean and tenantable condition. Tenant shall not be permitted any holdover status upon termination or cancellation of this Lease. 20. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease that all personal property placed or moved in the premises above described shall be at the risk of the Lessee. The Lessor shall not be liable for any damage or injury by water, which may be sustained by the said Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents or employees or by reason of the breakage, leakage, obstruction of the water, sewer or soil pipes in or about the said building. 21. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their original condition (subject to improvements and additions remaining at Lessor's option as described above)and returned to the Lessor in broom-clean condition. 22. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and 01623870-1 5 '.. the phone company for any electricity or phone service and this Lease will begin on the date indicated, whether or not the Tenant has been able to successfully arrange for such services. 23. PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in front of the neighboring bays. Tenant appoints Landlord as its attorney-in-fact to remove all vehicles which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be permitted to remain on the parking area for a period longer than 48 hours. Tenant to have the use of all the parking spaces in front of leased premises. 24. TRASH REMOVED. Tenant shall provide for suitable containers for the collection of trash and other waste. Tenant shall secure the removal of the trash and waste at regular and periodic intervals so as to prevent the accumulation of trash in such a manner as to become a nuisance or health hazard. In the event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be authorized to remove same at Tenant's expense. 25. NO OUTSIDE STORAGE. Tenant shall confine all of its activities to the interior portion of the demised premises and shall not conduct activities or store materials in the areas adjacent to the demised premises. The parking area shall be used for parking by employees or visitors only. Tenant shall keep the parking area outside its premises free of any waste, trash, or any other debris. No materials, equipment or any items related to the Tenant's business may be stored outside the premises overnight, with the exception of commercial trash containers. No pallets, cardboard boxes or any other material shall be stored outside at any time. No chemicals, flammable items, toxic substances, petroleum products or other contaminants shall be allowed in the property at any time. 26. ABANDONED PROPERTY. It is understood and agreed that any merchandise, fixtures, furniture or equipment left in the premises when Tenant vacates shall be deemed to have been abandoned by Tenant and by such abandonment Tenant automatically relinquishes any right of interest therein. Landlord is authorized to sell, dispose of or destroy same. 27. ESTOPPEL CERTIFICATE. Tenant, upon request of Landlord or any holders of a mortgage against the fee, shall from time to time deliver or cause to be delivered to Landlord or such mortgagee,within ten (10) days from date of demand, a certificate duly executed and acknowledged in form for recording, without charge, certifying, if true, that this Lease is valid and existing and in full force, effect that Landlord is not in default under any of the terms of this Lease and such other matters as may be required by Landlord or such mortgagee. Tenant further agrees to pay to Landlord, as additional rent, an amount equal to 1/30 of one month's rent at the monthly rental then obtaining, for each day, if any, in excess often (10) days after such demand that Tenant shall fail to deliver such a certificate as provided for in this clause. 28. HAZARDOUS SUBSTANCES - GENERAL. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasigovernmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any 01623870-I 6 governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv)Lessee will not install any underground tanks of any type; (v)Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into the premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative shall have the right but not the obligation to enter the premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Lessor's sole opinion, that said Permitted Materials are being improperly stored, used, or disposed of, then Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours, Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the term of the Lease, the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the premises by Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the termination or expiration of this Lease. 29. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the put-poses of this Lease, shall include the Owner of the building if other than the Landlord) to the Tenant for any default by Landlord under the terms of this Lease is limited to the interest of the Landlord in the building, and the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any judgment. 30. RADON GAS. 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 overtime. 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 fiom your county public health unit. 31. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the premises, or the building or other improvements in which the premises are located, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party or its authorized representatives, the party that causes the other parry to become involved in the litigation shall be liable to that patty for reasonable attorneys' fees and all costs and expense incurred by it in connection with said litigation including available appeals thereof. 32. WAIVER OF TRIAL BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and intentionally waive the right either may have to a trial by jury in respect to any litigation based thereon, or arising out of, under or in connection with this instrument and any agreement contemplated to be executed in conjunction herewith or any course of conduct, course of dealing, statements (whether verbal or written), or actions of either party. This provision is a material inducement for the Landlord leasing the premises to the Tenant. 33. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the premises or project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90) days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice, 01623870-1 7 within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing,this Lease shall remain in full force and effect as to the portion of the premises remaining, except that the rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to the total usable floor area of the project. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the premises or the project. Any award for the taking of all or any part of the premises or the project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's trade fixtures and removable personal property and any award available for the relocation of Tenant's business. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation,repair any damage to the project caused by such condemnation except to the extent that Tenant has been reimbursed therefore by the condemning authority. Tenant shall pay any amount in excess of such severance damages required to complete such repair. Except as set forth in this Section, Landlord shall have no liability to Tenant for interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the premises, or other injury or damage sustained by Tenant as a result of such condemnation. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed,the day and year above written. Signed, sealed and delivered in the presence of- Witness as to Landlord: Landlord: Wells Landi g A artments LLC d/b/a The Heartof fl Sh s by Lewis Swezy, Manager of Man By: By: Date: c� �� t (�Z a 22. Dat . 20 2Z Witness as to Tenant: Tenant Name: Premier Medical Center of Boynton Beach, LLC By: By; Date: Date: 01623870.1 O GUARANTY IN CONSIDERATION of the letting of the premises herein mentioned to the within named Lessee and the sum of$1.00 paid to the undersigned by the herein named Lessor, the undersigned does hereby covenant and agree, to and with the Lessor and the Lessor's legal representatives and assigns, that if default shall at any time be made by the Lessee in the payment of any rent or the performance of any of the terms, covenants or agreements contained in the within Lease on the Lessee's part to be paid and performed, the undersigned will well and truly pay the said rent, or any arrears thereof that may be due to the Lessor, as well as any damages that may arise in consequence of such non-performance without requiring notice of any default from the Lessor and the undersigned agrees that this Guaranty shall not be affected by reason of the assertion by Lessor against Lessee ofany rights or remedies reserved to Lessor in said Lease or be reason of summary or other proceedings against Lessee or by reason of any extension or indulgences granted to Lessee. The undersigned waives trial by jury in any action or proceeding brought by either Lessor or the undersigned against the other on any matters relating to said Lease or this Guaranty. Witness as to Guarantor: Guarantor Name: By: By: Date: Date: 01623870-1 9 BUSINESS LEASE This AGREEMENT of Lease (this "Lease"), is entered into this date 08/01/2022, between Wells Landing Apartments LLC d/b/a The Heart of Boynton Shops (hereinafter called the "Lessor" or the "Landlord"), and Hamilton-Glinton Enterprises Inc (hereinafter called the "Lessee" or "Tenant"). WITNESSETH, that the said Lessor does this day Lease unto said Lessee and said Lessee does hereby hire and take as Tenant approximately: Square feet of Commercial Space: 2,200 square feet Location: 119 E Martin Luther King Jr.Blvd Suite 103 and 104 Boynton Beach,FL 33435 Accepted Use:Used and occupied by the Lessee as a Full Service Restaurant and for no other purposes or uses whatsoever. Lease Term: Five(5)years subject and conditioned on the provisions of this lease. The Lease should begin January 1,2023 and end December 31,2027. Due to the construction of the retail space,dates may need to be adjusted. Tenant agrees and understands that the move-in date is only an approximate date. Total rent payable as follows: Total Rent EACH of the five(5)years is: January 1,2023—December 31,2027: Annual Base Rent: $48,400.00 Monthly Base Rent: Four-Thousand Thirty-three Dollars and .34 Cents ($4,033.34) Monthly Sales Tax: Two Hundred Eighty-two Dollars and .34 Cents ($282.34) Monthly CAM Fee: Two Hundred Dollars ($200.00) Monthly Total: Four Thousand Five Hundred Fifteen Dollars and .68 cents ($4,515.68). In no case shall the total rent described above,plus any additional rent described herein, exceed an amount equal to twenty-two dollars ($22.00)per square foot. This restriction shall remain in effect for the first 5 years, following which such amount may be raised by three percent(3%)per year or by the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics,whichever is lower, for the next five(5)years. Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be responsible for all expenses associated with the direct operation of the Premises, including but not limited to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a Certificate of Occupancy, Certificate of Use, and Business Tax Receipt from City of Boynton Beach and Palm Beach County, as applicable within 60 days of move in, and for complying with all of the all applicable laws, codes, rules and regulations, including but not limited to: county/state/federal fire regulations. Tenant's failure to comply with the requirements of this paragraph shall be considered a breach of this Lease. Tenant is also responsible for any fees acquired due to the violations. Tenant Responsibilities: Tenant shall be responsible for all improvements and alterations to interior. Tenant shall obtain all necessary permits and licenses to conduct work. Tenant agrees to pay for the all of the design and construction of build-out including but not limited to electrical, mechanical, plumbing, structural, building, fire and all other trades as applicable to current building codes. Tenant further agrees 01623870-1 1 to hold Landlord harmless for all build-out improvements including any fees/fines required for final approvals. Tenant shall deposit with Landlord a Security Deposit of(2) Two month rent in the amount set forth below upon (base rent and CAM) signing this lease. Tenant shall also pay the January 2023 rent payment of$4,515.68 on December 1,2022. Next payment shall be due on February 1, 2023. SECURITY. Tenant shall deposit with the Landlord the sum of$8,466.68(concurrently with the execution of this Lease),which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option,may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease,but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto;that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay;that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do;that, in the event this deposit shall not be utilized for any such purposes,then such deposit shall be returned by Landlord to Tenant within ten(10)days next after the expiration of the term of this Lease.Landlord shall not be required to pay Tenant any interest on said security deposit. The Landlord can take from the deposit to pay the violations and the tenant is responsible to reimburse the security deposit within 30 days. Rent shall be due and payable the first of each month.An additional rent late charge of ten (10%) percent shall be assessed for each month's rent that is five(5) days past due. All payment to be made to the Lessor on the first day of each and every month in advance without demand at the office of the lessor at 7735 NW 146 Street Suite#306 Miami Lakes,FL 33016 or at such other place and to such other person, as the Lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this Lease and are hereby agreed to by the Lessee: 1. ASSIGNMENT. Tenant shall not assign,transfer, sublease,mortgage,pledge or otherwise encumber the demised premises or any part thereof without the express,written consent of Landlord first obtained; provided, however,that Landlord's consent shall not be unreasonably withheld. In the event of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance of each and every covenant and condition hereunder. Landlord's approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws,rules and regulations of any governmental authority required of either the Landlord or the Tenant and such approval shall create no responsibility or liability on the part of the Landlord for any non-compliance with laws,rules and regulations of any governmental authority. 2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws,rules, orders, ordinances, directions,regulations and requirements of federal, state county and municipal authorities now in force or which may hereafter be in force,which shall impose any duty upon the Landlord or Tenant with respect to the use,occupation or alteration of the premises, and the Tenant shall use all reasonable efforts to fully comply with the Americans with Disability Act. Tenant agrees to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental law, rule or regulation that was not applicable to the building at the time it was originally constructed. Landlord,to its best knowledge, is currently complaint with all governing codes and regulations. 3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease,whereby the same shall be rendered untenantable,then the Lessor shall have the right to render said premises tenantable by repairs within ninety(90) days therefrom. If said 01623870-1 2 premises are not rendered tenantable within said time, it shall be optional with either parry hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be liable for rent during the time the premises are rendered untenantable. 4. PROMPT PAYMENT. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the conditions printed upon this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease shall, at the option of the Lessor, work a forfeiture of this Lease and all of the rights of the Lessee hereunder; and the Lessor shall have the right to enter said premises and remove all persons therefrom forcibly or otherwise and the Lessee hereby expressly waives any and all notices required by law to terminate its tenancy and also waives any and all legal proceedings to recover possession of said premises or damages. Landlord may exercise this option if rent is fifteen(15)days past due. 5. ABANDONMENT. In the event the Lessee abandons the premises, the Lessor may, at his option, enter the leased premises, by force or otherwise, without being liable in any way. For the purpose of this section, both parties agree that the premises shall have been deemed abandoned and vacated if: (1) the rent is delinquent, (2) the Lessee has not entered the premises for five, consecutive working days, excluding weekends and holidays, and (3) the Lessee has not notified the Lessor, in writing, of its intention to be away from the premises for vacation or other purpose. Delinquent shall be defined as ten(10)days past due. 6. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises during all reasonable hours with reasonable notice, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof or of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a notice `FOR RENT" at any time within thirty (30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions,which do not conform to this Lease or to the rules and regulations of the building. 7. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements whatsoever without first having obtained the written consent of the Lessor which shall not be unreasonably withheld. Any structural improvements and additions to the premises which Lessee might make must comply with such municipal building and zoning code as would be applicable and shall be paid for in cash at time of making thereof, so as not to subject the premises to mechanics lien. If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or work drawings shall create no responsibility or liability on the part of the Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. 8. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery, plumbing, electric wiring, and other fixtures and interior appurtenances, in good and substantial repair and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted. All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the Tenant shall maintain and repair the same during the term of this lease and shall return said unit (or units)to the Landlord at the termination of this lease in good working order, reasonable wear and tear excepted. Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the maintenance of said air conditioning units, and shall provide Landlord with a copy of said 01623870-1 3 '.. maintenance agreement within thirty(30)days of execution of this lease. 9. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods, and chattels of said Lease, which shall or maybe brought or put on said premises as security for the payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs. Except the equipment listed in the attached list and/or under lease and owned by third parties. 10. INSURANCE. The Lessee shall, during the term of this Lease, procure at its expense and keep in force the following insurance: 1. Bodily injury and property damage comprehensive public liability insurance with respect to the leased premises for a combined single loss of not less than$1,000,000.00. 2. Fire and extended coverage insurance covering its fixtures and equipment located on the leased premises in an amount not less than ninety(90%)percent of their actual cash value. 3. Workers compensation insurance in accordance with statutory law and employer's liability insurance with a limit of not less than$100,000.00 per employee and$500,000.00 per occurrence. 4. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Lease premises shall be the Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and affect a policy of plate glass insurance, covering all plate glass of the Leased Premises, in amounts satisfactory to Landlord. The policy shall name Landlord, and any person, firm, or corporation designated by Landlord and Tenant as insured. 5. Said insurance shall designate Lessor as additional insured and shall contain a clause that the insurer will not cancel or change the insurance without providing Lessor with at least 30 days' prior written notice. Proof of said insurance coverage and payment of premium shall be supplied to Lessor on demand. 11. HEIRS AND ASSIGNS. This Lease shall bind the Lessor and its assigns or successors and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be of the Lessee. 12. NOTICE. It is understood and agreed between the parties hereto that written notice by email, certified mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice by email, certified mail return receipt requested, mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this Lease. 13. WAIVER. The rights of the Lessor under this Lease shall be cumulative and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. 14. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the Lessor for approval before installation of same. Tenant shall have the right to install its store sign on the Premises, at its sole cost and expense, in accordance with the code and sign criteria established by the City of Boynton Beach. 15. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by 01623870-1 4 order of the Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as additional rent its pro rata share(s) of any sprinkler standby, storm water utility standby, water and/or sewer charges billable to the Landlord for the building(s) of which the demised premises are a part. Landlord represents that, at present,there are no pending charges. 16. PROPERTY TAXES &INSURANCE. The Lessee shall pay as additional rent its proportionate share (100%) of any increases above the 2022 levy in the real property taxes assessed against the demised premises. Similarly, the Lessee shall pay as additional rent its proportionate share (100%) of any increase in the amount of fire and hazard insurance premiums incurred by the Lessor above those paid for 2022.None are expected at this time. 17. BANKRUPTCY. If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted by or against the Lessee, before the end of this Lease, the Lessor is hereby irrevocably authorized to forthwith cancel this Lease, as for a default. 18. SUBORDINATION. Subject to the provisions of Paragraph 33 below,this Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgages or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. Tenant agrees to execute and acknowledge any documents required to effectuate an attornment, subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section, said appointment to be a power during the term of this Lease coupled with an interest and irrevocable. 19. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the beginning of the Lease and agrees to maintain said premises in the same condition, order, and repair as they are at the commencement of said term and to return said premises in broom-swept clean and tenantable condition. Tenant shall not be permitted any holdover status upon termination or cancellation of this Lease. 20. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease that all personal property placed or moved in the premises above described shall be at the risk of the Lessee. The Lessor shall not be liable for any damage or injury by water, which may be sustained by the said Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents or employees or by reason of the breakage, leakage, obstruction of the water, sewer or soil pipes in or about the said building. 21. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their original condition (subject to improvements and additions remaining at Lessor's option as described above)and returned to the Lessor in broom-clean condition. 22. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and 01623870-1 - 5 the phone company for any electricity or phone service and this Lease will begin on the date indicated,whether or not the Tenant has been able to successfully arrange for such services. 23. PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in front of the neighboring bays. Tenant appoints Landlord as its attorney-in-fact to remove all vehicles which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be permitted to remain on the parking area for a period longer than 48 hours. Tenant to have the use of all the parking spaces in front of leased premises. 24. TRASH REMOVED. Tenant shall provide for suitable containers for the collection of trash and other waste. Tenant shall secure the removal of the trash and waste at regular and periodic intervals so as to prevent the accumulation of trash in such a manner as to become a nuisance or health hazard. In the event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be authorized to remove same at Tenant's expense. 25. NO OUTSIDE STORAGE. Tenant shall confine all of its activities to the interior portion of the demised premises and shall not conduct activities or store materials in the areas adjacent to the demised premises. The parking area shall be used for parking by employees or visitors only. Tenant shall keep the parking area outside its premises free of any waste, trash, or any other debris. No materials, equipment or any items related to the Tenant's business may be stored outside the premises overnight, with the exception of commercial trash containers. No pallets, cardboard boxes or any other material shall be stored outside at any time. No chemicals, flammable items, toxic substances, petroleum products or other contaminants shall be allowed in the property at any time. 26. ABANDONED PROPERTY. It is understood and agreed that any merchandise, fixtures, furniture or equipment left in the premises when Tenant vacates shall be deemed to have been abandoned by Tenant and by such abandonment Tenant automatically relinquishes any right of interest therein. Landlord is authorized to sell, dispose of or destroy same. 27. ESTOPPEL CERTIFICATE. Tenant, upon request of Landlord or any holders of a mortgage against the fee, shall from time to time deliver or cause to be delivered to Landlord or such mortgagee,within ten (10) days from date of demand, a certificate duly executed and acknowledged in form for recording, without charge, certifying, if true, that this Lease is valid and existing and in full force, effect that Landlord is not in default under any of the terms of this Lease and such other matters as may be required by Landlord or such mortgagee. Tenant further agrees to pay to Landlord, as additional rent, an amount equal to 1/30 of one month's rent at the monthly rental then obtaining, for each day, if any, in excess often (10) days after such demand that Tenant shall fail to deliver such a certificate as provided for in this clause. 28. HAZARDOUS SUBSTANCES - GENERAL,. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any `Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasigovernmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any 01623870-1 6 governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v)Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into the premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative shall have the right but not the obligation to enter the premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Lessor's sole opinion, that said Permitted Materials are being improperly stored, used, or disposed of, then Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours, Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the term of the Lease, the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the premises by Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the termination or expiration of this Lease. 29. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the purposes of this Lease, shall include the Owner of the building if other than the Landlord) to the Tenant for any default by Landlord under the terms of this Lease is limited to the interest of the Landlord in the building, and the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any judgment. 30. RADON GAS. 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 overtime. 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 your county public health unit. 31. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the premises, or the building or other improvements in which the premises are located, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party or its authorized representatives,the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees and all costs and expense incurred by it in connection with said litigation including available appeals thereof. 32. WAIVER OF TRIAL, BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and intentionally waive the right either may have to a trial by jury in respect to any litigation based thereon, or arising out of, under or in connection with this instrument and any agreement contemplated to be executed in conjunction herewith or any course of conduct, course of dealing, statements (whether verbal or written), or actions of either party. This provision is a material inducement for the Landlord leasing the premises to the Tenant. 33. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of eminent domain, or sold under the threat of the exercise of said power(all of which are herein called "condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the premises or project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90) days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice, 01623870-I 7 within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the premises remaining, except that the rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to the total usable floor area of the project. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the premises or the project. Any award for the taking of all or any part of the premises or the project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's trade fixtures and removable personal property and any award available for the relocation of Tenant's business. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation,repair any damage to the project caused by such condemnation except to the extent that Tenant has been reimbursed therefore by the condemning authority. Tenant shall pay any amount in excess of such severance damages required to complete such repair. Except as set forth in this Section,Landlord shall have no liability to Tenant for interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the premises, or other injury or damage sustained by Tenant as a result of such condemnation. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed,the day and year above written. Signed, sealed and delivered in the presence of: Witness as to Landlord: Landlord: Wells Landing Apartments LLC d/b/a The Heart of Boynton op,s by Lewis Swezy, Manager of Manage By: By: Date: r5 r' t� i Z-6 "-z_ Date: o 0 - Witness as to Tenant: Tenant Name: Hamilton-Glinton Enterprises Inc By: By: Date: Date: 01623870-1 8 '.. GUARANTY IN CONSIDERATION of the letting of the premises herein mentioned to the within named Lessee and the sum of$1.00 paid to the undersigned by the herein named Lessor, the undersigned does hereby covenant and agree, to and with the Lessor and the Lessor's legal representatives and assigns, that if default shall at any time be made by the Lessee in the payment of any rent or the performance of any of the terms, covenants or agreements contained in the within Lease on the Lessee's part to be paid and performed, the undersigned will well and truly pay the said rent, or any arrears thereof that may be due to the Lessor, as well as any damages that may arise in consequence of such non-performance without requiring notice of any default from the Lessor and the undersigned agrees that this Guaranty shall not be affected by reason of the assertion by Lessor against Lessee ofany rights or remedies reserved to Lessor in said Lease or be reason of summary or other proceedings against Lessee or by reason of any extension or indulgences granted to Lessee. The undersigned waives trial by jury in any action or proceeding brought by either Lessor or the undersigned against the other on any matters relating to said Lease or this Guaranty. Witness as to Guarantor: Guarantor Name: By: By: Date: Date: 01623870-1 9 BUSINESS LEASE This AGREEMENT of Lease (this "Lease"), is entered into this date 08/01/2022, between Wells Landing Apartments LLC d/b/a The Heart of Boynton Shops (hereinafter called the "Lessor" or the "Landlord"), and Forward Leaders Group, LLC dba Eat Dope Vegan (hereinafter called the "Lessee" or "Tenant"). WITNESSETH, that the said Lessor does this day Lease unto said Lessee and said Lessee does hereby hire and take as Tenant approximately: Square feet of Commercial Space: 1,000 square feet Location: 119 E Martin Luther King Jr.Blvd Suite 105 Boynton Beach, FL 33435 Accepted Use: Used and occupied by the Lessee as a"Fast Casual/Dine-in/Takeout Restaurant" and for no other purposes or uses whatsoever. Lease Term: Five(5)years subject and conditioned on the provisions of this lease. The Lease should begin January 1,2023 and end December 31,2027.Due to the construction of the retail space,dates may need to be adjusted. Tenant agrees and understands that the move-in date is only an approximate date. Total rent payable as follows: Total Rent EACH of the five(5)years is: January 1,2023—December 31,2027: Annual Base Rent: $22,000.00 Base Rent: One-Thousand Eight Hundred Thirty- Three Dollars and.34 Cents ($1,833.34) Tax: One Hundred Twenty-Eight Dollars and .34 Cents ($128.34) per month. CAM Fee: One Hundred Dollars($100.00)per month Total: Two Thousand Sixty-one Dollars and.68 cents ($2,061.68) per month. In no case shall the total rent described above, plus any additional rent described herein, exceed an amount equal to twenty-two dollars($22.00)per square foot. This restriction shall remain in effect for the first 5 years, following which such amount may be raised by three percent(3%)per year or by the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics, whichever is lower,for the next five(5)years. Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be responsible for all expenses associated with the direct operation of the Premises, including but not limited to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a Certificate of Occupancy, Certificate of Use, and Business Tax Receipt from City of Boynton Beach and Palm Beach County, as applicable within 60 days of move in, and for complying with all of the all applicable laws, codes, rules and regulations, including but not limited to: county/state/federal fire regulations. Tenant's failure to comply with the requirements of this paragraph shall be considered a breach of this Lease.Tenant is also responsible for any fees acquired due to the violations. Tenant Responsibilities: Tenant shall be responsible for all improvements and alterations to interior. Tenant shall obtain all necessary permits and licenses to conduct work. Tenant agrees to pay for the all of the design and construction of build-out including but not limited to electrical, mechanical, plumbing, 01623870.1 1 structural, building, fire and all other trades as applicable to current building codes. Tenant further agrees to hold Landlord harmless for all build-out improvements including any fees/fines required for final approvals. Tenant shall deposit with Landlord a Security Deposit of(2) Two month rent in the amount set forth below (base rent and CAM) upon signing this lease. Tenant shall also pay the January 2023 rent payment of$2,061.68 on December 1,2022. Next payment shall be due on February 1,2023. SECURITY.Tenant shall deposit with the Landlord the sum of$3,866.68 (concurrently with the execution of this Lease),which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease.It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease,and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto;that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay;that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do;that, in the event this deposit shall not be utilized for any such purposes,then such deposit shall be returned by Landlord to Tenant within ten(10)days next after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit. The Landlord can take from the deposit to pay the violations and the tenant is responsible to reimburse the security deposit within 30 days. Rent shall be due and payable the first of each month.An additional rent late charge of ten(10%) percent shall be assessed for each month's rent that is five(5) days past due. All payment to be made to the Lessor on the first day of each and every month in advance without demand at the office of the lessor at 7735 NW 146 Street Suite#306 Miami Lakes,FL 33016 or at such other place and to such other person, as the Lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this Lease and are hereby agreed to by the Lessee: 1. ASSIGNMENT. Tenant shall not assign,transfer, sublease, mortgage, pledge or otherwise encumber the demised premises or any part thereof without the express,written consent of Landlord first obtained; provided, however,that Landlord's consent shall not be unreasonably withheld. In the event of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance of each and every covenant and condition hereunder. Landlord's approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws,rules and regulations of any governmental authority required of either the Landlord or the Tenant and such approval shall create no responsibility or liability on the part of the Landlord for any non-compliance with laws,rules and regulations of any governmental authority. 2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws,rules, orders, ordinances, directions,regulations and requirements of federal, state county and municipal authorities now in force or which may hereafter be in force, which shall impose any duty upon the Landlord or Tenant with respect to the use, occupation or alteration of the premises, and the Tenant shall use all reasonable efforts to fully comply with the Americans with Disability Act. Tenant agrees to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental law,rule or regulation that was not applicable to the building at the time it was originally constructed. Landlord,to its best knowledge, is currently complaint with all governing codes and regulations. 3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease,whereby the same shall be rendered untenantable,then the Lessor shall 01623870-1 2 have the right to render said premises tenantable by repairs within ninety(90) days therefrom. If said premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be liable for rent during the time the premises are rendered untenantable. 4. PROMPT PAYMENT. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the conditions printed upon this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease shall, at the option of the Lessor, work a forfeiture of this Lease and all of the rights of the Lessee hereunder; and the Lessor shall have the right to enter said premises and remove all persons therefrom forcibly or otherwise and the Lessee hereby expressly waives any and all notices required by law to terminate its tenancy and also waives any and all legal proceedings to recover possession of said premises or damages. Landlord may exercise this option if rent is fifteen(15)days past due. 5. ABANDONMENT. In the event the Lessee abandons the premises, the Lessor may, at his option, enter the leased premises, by force or otherwise, without being liable in any way. For the purpose of this section, both parties agree that the premises shall have been deemed abandoned and vacated if: (1) the rent is delinquent, (2) the Lessee has not entered the premises for five, consecutive working days, excluding weekends and holidays, and (3)the Lessee has not notified the Lessor, in writing, of its intention to be away from the premises for vacation or other purpose. Delinquent shall be defined as ten(10)days past due. 6. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises during all reasonable hours with reasonable notice, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof or of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a notice `FOR RENT" at any time within thirty (30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions,which do not conform to this Lease or to the rules and regulations of the building. 7. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements whatsoever without first having obtained the written consent of the Lessor which shall not be unreasonably withheld. Any structural improvements and additions to the premises which Lessee might make must comply with such municipal building and zoning code as would be applicable and shall be paid for in cash at time of making thereof, so as not to subject the premises to mechanics lien. If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or work drawings shall create no responsibility or liability on the part of the Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. 8. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery, plumbing, electric wiring, and other fixtures and interior appurtenances, in good and substantial repair and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted. All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the Tenant shall maintain and repair the same during the term of this lease and shall return said unit (or units)to the Landlord at the termination of this lease in good working order, reasonable wear and tear excepted. Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the 01623870-1 3 maintenance of said air conditioning units, and shall provide Landlord with a copy of said maintenance agreement within thirty(30)days of execution of this lease. 9. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods, and chattels of said Lease, which shall or maybe brought or put on said premises as security for the payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs. Except the equipment listed in the attached list and/or under lease and owned by third parties. 10. INSURANCE. The Lessee shall, during the term of this Lease, procure at its expense and keep in force the following insurance: 1. Bodily injury and property damage comprehensive public liability insurance with respect to the leased premises for a combined single loss of not less than$1,000,000.00. 2. Fire and extended coverage insurance covering its fixtures and equipment located on the leased premises in an amount not less than ninety(90%)percent of their actual cash value. 3. Workers compensation insurance in accordance with statutory law and employer's liability insurance with a limit of not less than $100,000.00 per employee and $500,000.00 per occurrence. 4. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Lease premises shall be the Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and affect a policy of plate glass insurance, covering all plate glass of the Leased Premises, in amounts satisfactory to Landlord. The policy shall name Landlord, and any person, firm, or corporation designated by Landlord and Tenant as insured. 5. Said insurance shall designate Lessor as additional insured and shall contain a clause that the insurer will not cancel or change the insurance without providing Lessor with at least 30 days' prior written notice. Proof of said insurance coverage and payment of premium shall be supplied to Lessor on demand. 11. HEIRS AND ASSIGNS. This Lease shall bind the Lessor and its assigns or successors and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be of the Lessee. 12. NOTICE. It is understood and agreed between the parties hereto that written notice by email, certified mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice by email, certified mail return receipt requested, mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this Lease. 13. WAIVER. The rights of the Lessor under this Lease shall be cumulative and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. 14. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the Lessor for approval before installation of same. Tenant shall have the right to install its store sign on the Premises, at its sole cost and expense, in accordance with the code and sign criteria established by the City of Boynton Beach. 01623870-1 4 15. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by order of the Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as additional rent its pro rata share(s) of any sprinkler standby, storm water utility standby, water and/or sewer charges billable to the Landlord for the building(s) of which the demised premises are a part. Landlord represents that,at present,there are no pending charges. 16. PROPERTY TAXES &INSURANCE. The Lessee shall pay as additional rent its proportionate share (100%) of any increases above the 2022 levy in the real property taxes assessed against the demised premises. Similarly, the Lessee shall pay as additional rent its proportionate share (100%) of any increase in the amount of fire and hazard insurance premiums incurred by the Lessor above those paid for 2022.None are expected at this time. 17. BANKRUPTCY. If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted by or against the Lessee, before the end of this Lease, the Lessor is hereby irrevocably authorized to forthwith cancel this Lease, as for a default. 18. SUBORDINATION. Subject to the provisions of Paragraph 33 below, this Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgages or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. Tenant agrees to execute and acknowledge any documents required to effectuate an attornment, subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section, said appointment to be a power during the term of this Lease coupled with an interest and irrevocable. 19. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the beginning of the Lease and agrees to maintain said premises in the same condition, order, and repair as they are at the commencement of said term and to return said premises in broom-swept clean and tenantable condition. Tenant shall not be permitted any holdover status upon termination or cancellation of this Lease. 20. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease that all personal property placed or moved in the premises above described shall be at the risk of the Lessee. The Lessor shall not be liable for any damage or injury by water, which may be sustained by the said Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents or employees or by reason of the breakage, leakage, obstruction of the water, sewer or soil pipes in or about the said building. 21. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their original condition (subject to improvements and additions remaining at Lessor's option as described above)and returned to the Lessor in broom-clean condition. 01623870-1 5 22. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and the phone company for any electricity or phone service and this Lease will begin on the date indicated,whether or not the Tenant has been able to successfully arrange for such services. 23. PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in front of the neighboring bays. Tenant appoints Landlord as its attorney-in-fact to remove all vehicles which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be permitted to remain on the parking area for a period longer than 48 hours. Tenant to have the use of all the parking spaces in front of leased premises. 24. TRASH REMOVED. Tenant shall provide for suitable containers for the collection of trash and other waste. Tenant shall secure the removal of the trash and waste at regular and periodic intervals so as to prevent the accumulation of trash in such a manner as to become a nuisance or health hazard. In the event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be authorized to remove same at Tenant's expense. 25. NO OUTSIDE STORAGE. Tenant shall confine all of its activities to the interior portion of the demised premises and shall not conduct activities or store materials in the areas adjacent to the demised premises. The parking area shall be used for parking by employees or visitors only. Tenant shall keep the parking area outside its premises free of any waste, trash, or any other debris. No materials, equipment or any items related to the Tenant's business may be stored outside the premises overnight, with the exception of commercial trash containers. No pallets, cardboard boxes or any other material shall be stored outside at any time. No chemicals, flammable items, toxic substances, petroleum products or other contaminants shall be allowed in the property at any time. 26. ABANDONED PROPERTY. It is understood and agreed that any merchandise, fixtures, furniture or equipment left in the premises when Tenant vacates shall be deemed to have been abandoned by Tenant and by such abandonment Tenant automatically relinquishes any right of interest therein. Landlord is authorized to sell, dispose of or destroy same. 27. ESTOPPEL CERTIFICATE. Tenant, upon request of Landlord or any holders of a mortgage against the fee, shall from time to time deliver or cause to be delivered to Landlord or such mortgagee,within ten (10) days from date of demand, a certificate duly executed and acknowledged in form for recording, without charge, certifying, if true, that this Lease is valid and existing and in full force, effect that Landlord is not in default under any of the terms of this Lease and such other matters as may be required by Landlord or such mortgagee. Tenant further agrees to pay to Landlord, as additional rent, an amount equal to 1/30 of one month's rent at the monthly rental then obtaining, for each day, if any, in excess often (10) days after such demand that Tenant shall fail to deliver such a certificate as provided for in this clause. 28. HAZARDOUS SUBSTANCES - GENERAL. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any `Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasigovernmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all 01623870-1 6 '.. Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v)Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into the premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative shall have the right but not the obligation to enter the premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Lessor's sole opinion,that said Permitted Materials are being improperly stored, used, or disposed of, then Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours, Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the term of the Lease, the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the premises by Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the termination or expiration of this Lease. 29. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the purposes of this Lease, shall include the Owner of the building if other than the Landlord) to the Tenant for any default by Landlord under the terms of this Lease is limited to the interest of the Landlord in the building, and the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any judgment. 30. RADON GAS. 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 overtime. 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 your county public health unit. 31. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the premises, or the building or other improvements in which the premises are located, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party or its authorized representatives,the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees and all costs and expense incurred by it in connection with said litigation including available appeals thereof. 32. WAIVER OF TRIAL BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and intentionally waive the right either may have to a trial by jury in respect to any litigation based thereon, or arising out of, under or in connection with this instrument and any agreement contemplated to be executed in conjunction herewith or any course of conduct, course of dealing, statements (whether verbal or written), or actions of either party. This provision is a material inducement for the Landlord leasing the premises to the Tenant. 33. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of eminent domain, or sold under the threat of the exercise of said power(all of which are herein called "condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the premises or project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90) 01623870-1 days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the premises remaining, except that the rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to the total usable floor area of the project. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the premises or the project. Any award for the taking of all or any part of the premises or the project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's trade fixtures and removable personal property and any award available for the relocation of Tenant's business. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation,repair any damage to the project caused by such condemnation except to the extent that Tenant has been reimbursed therefore by the condemning authority. Tenant shall pay any amount in excess of such severance damages required to complete such repair. Except as set forth in this Section,Landlord shall have no liability to Tenant for interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the premises, or other injury or damage sustained by Tenant as a result of such condemnation. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed,the day and year above written. Signed, sealed and delivered in the presence of- Witness as to Landlord: Landlord: Wells Landin Apartments LLC d/b/a The Heart of Boynto o by Lewis Swezy, Manager of Maria go By: By: Date: Z62,-- Date: 2 Witness as to Tenant: Tenant Name: Forward Leaders Group, LLC dba Eat Dope Vegan By: By: Date: Date: 01623870-1 8 GUARANTY IN CONSIDERATION of the letting of the premises herein mentioned to the within named Lessee and the sum of$1.00 paid to the undersigned by the herein named Lessor, the undersigned does hereby covenant and agree, to and with the Lessor and the Lessor's legal representatives and assigns, that if default shall at any time be made by the Lessee in the payment of any rent or the performance of any of the terms, covenants or agreements contained in the within Lease on the Lessee's part to be paid and performed, the undersigned will well and truly pay the said rent, or any arrears thereof that may be due to the Lessor, as well as any damages that may arise in consequence of such non-performance without requiring notice of any default from the Lessor and the undersigned agrees that this Guaranty shall not be affected by reason of the assertion by Lessor against Lessee of any rights or remedies reserved to Lessor in said Lease or be reason of summary or other proceedings against Lessee or by reason of any extension or indulgences granted to Lessee. The undersigned waives trial by jury in any action or proceeding brought by either Lessor or the undersigned against the other on any matters relating to said Lease or this Guaranty. Witness as to Guarantor: Guarantor Name: By: By: Date: Date: 01623870-1 9 BUSINESS LEASE This AGREEMENT of Lease (this "Lease"), is entered into this date 08/01/2022, between Wells Landing Apartments, LLC d/b/a The Heart of Boynton Shops (hereinafter called the "Lessor" or the "Landlord"), and Millines Hair World, LLC (hereinafter called the "Lessee" or "Tenant"). WITNESSETH, that the said Lessor does this day Lease unto said Lessee and said Lessee does hereby hire and take as Tenant approximately: Square feet of Commercial Space: 1,000 square feet Location: 119 E Martin Luther King Jr. Blvd Suite 106 Boynton Beach,FL 33435 Accepted Use: Used and occupied by the Lessee as a "Hair Salon/Training Center for the Beauty Industry"and for no other purposes or uses whatsoever. Lease Term: Three(3)years subject and conditioned on the provisions of this lease. The Lease should begin January 1,2023 and end December 31,2025.Due to the construction of the retail space,dates may need to be adjusted. Tenant agrees and understands that the move-in date is only an approximate date. Total rent payable as follows: Total Rent EACH of the three(3)years is: January 1,2023—December 31,2025: Annual Base Rent: $22,000.00 Base Rent: One-Thousand Eight Hundred Thirty- Three Dollars and .34 Cents ($1,833.34) Tax: One Hundred Twenty-Eight Dollars and.34 Cents ($128.34) per month. CAM Fee: One Hundred Dollars($100.00)per month Total: Two Thousand Sixty-one Dollars and .68 cents ($2,061.68) per month. In no case shall the total rent described above,plus any additional rent described herein,exceed an amount equal to twenty-two dollars ($22.00)per square foot. This restriction shall remain in effect for the first 5 years,following which such amount may be raised by three percent(3%)per year or by the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics,whichever is lower,for the next five(5)years. Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be responsible for all expenses associated with the direct operation of the Premises, including but not limited to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a Certificate of Occupancy, Certificate of Use, and Business Tax Receipt from City of Boynton Beach and Palm Beach County, as applicable within 60 days of move in, and for complying with all of the all applicable laws, codes, rules and regulations, including but not limited to: county/state/federal fire regulations. Tenant's failure to comply with the requirements of this paragraph shall be considered a breach of this Lease.Tenant is also responsible for any fees acquired due to the violations. Tenant Responsibilities: Tenant shall be responsible for all improvements and alterations to interior. Tenant shall obtain all necessary permits and licenses to conduct work. Tenant agrees to pay for the all of the design and construction of build-out including but not limited to electrical, mechanical, plumbing, 01623870-1 1 '.. structural, building, fire and all other trades as applicable to current building codes. Tenant further agrees to hold Landlord harmless for all build-out improvements including any fees/fines required for final approvals. Tenant shall deposit with Landlord a Security Deposit of(2) Two month rent in the amount set forth below (base rent and CAM) upon signing this lease. Tenant shall also pay the January 2023 rent payment of$2,061.68 on December 1,2022. Next payment shall be due on February 1, 2023. SECURITY. Tenant shall deposit with the Landlord the sum of$3,866.68 (concurrently with the execution of this Lease),which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord,at Landlord's option,may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease,but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto;that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay;that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do;that, in the event this deposit shall not be utilized for any such purposes,then such deposit shall be returned by Landlord to Tenant within ten(10)days next after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit. The Landlord can take from the deposit to pay the violations and the tenant is responsible to reimburse the security deposit within 30 days. Rent shall be due and payable the first of each month. An additional rent late charge of ten (10%) percent shall be assessed for each month's rent that is five(5) days past due. All payment to be made to the Lessor on the first day of each and every month in advance without demand at the office of the lessor at 7735 NW 146 Street Suite#306 Miami Lakes,FL 33016 or at such other place and to such other person, as the Lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this Lease and are hereby agreed to by the Lessee: 1. ASSIGNMENT. Tenant shall not assign,transfer, sublease,mortgage,pledge or otherwise encumber the demised premises or any part thereof without the express,written consent of Landlord first obtained; provided, however,that Landlord's consent shall not be unreasonably withheld. In the event of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance of each and every covenant and condition hereunder. Landlord's approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws,rules and regulations of any governmental authority required of either the Landlord or the Tenant and such approval shall create no responsibility or liability on the part of the Landlord for any non-compliance with laws,rules and regulations of any governmental authority. 2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws,rules, orders, ordinances, directions, regulations and requirements of federal, state county and municipal authorities now in force or which may hereafter be in force,which shall impose any duty upon the Landlord or Tenant with respect to the use, occupation or alteration of the premises, and the Tenant shall use all reasonable efforts to fully comply with the Americans with Disability Act. Tenant agrees to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental law,rule or regulation that was not applicable to the building at the time it was originally constructed. Landlord,to its best knowledge, is currently complaint with all governing codes and regulations. 3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease,whereby the same shall be rendered untenantable,then the Lessor shall 01623870-1 2 have the right to render said premises tenantable by repairs within ninety(90)days therefrom. If said premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be liable for rent during the time the premises are rendered untenantable. 4. PROMPT PAYMENT. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the conditions printed upon this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease shall, at the option of the Lessor, work a forfeiture of this Lease and all of the rights of the Lessee hereunder; and the Lessor shall have the right to enter said premises and remove all persons therefrom forcibly or otherwise and the Lessee hereby expressly waives any and all notices required by law to terminate its tenancy and also waives any and all legal proceedings to recover possession of said premises or damages.Landlord may exercise this option if rent is fifteen(15)days past due. 5. ABANDONMENT. In the event the Lessee abandons the premises, the Lessor may, at his option, enter the leased premises, by force or otherwise, without being liable in any way. For the purpose of this section, both parties agree that the premises shall have been deemed abandoned and vacated if: (1) the rent is delinquent, (2) the Lessee has not entered the premises for five, consecutive working days, excluding weekends and holidays, and (3) the Lessee has not notified the Lessor, in writing, of its intention to be away from the premises for vacation or other purpose. Delinquent shall be defined as ten(10)days past due. 6. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises during all reasonable hours with reasonable notice, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof or of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a notice `FOR RENT" at any time within thirty (30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions,which do not conform to this Lease or to the rules and regulations of the building. 7. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements whatsoever without first having obtained the written consent of the Lessor which shall not be unreasonably withheld. Any structural improvements and additions to the premises which Lessee might make must comply with such municipal building and zoning code as would be applicable and shall be paid for in cash at time of making thereof, so as not to subject the premises to mechanics lien. If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or work drawings shall create no responsibility or liability on the part of the Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. 8. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery, plumbing,electric wiring, and other fixtures and interior appurtenances, in good and substantial repair and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted. All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the Tenant shall maintain and repair the same during the term of this lease and shall return said unit (or units)to the Landlord at the termination of this lease in good working order,reasonable wear and tear excepted. Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the 01623870-1 3 maintenance of said air conditioning units, and shall provide Landlord with a copy of said maintenance agreement within thirty(30)days of execution of this lease. 9. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods, and chattels of said Lease, which shall or maybe brought or put on said premises as security for the payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs. Except the equipment listed in the attached list and/or under lease and owned by third parties. 10. INSURANCE. The Lessee shall, during the term of this Lease, procure at its expense and keep in force the following insurance: 1. Bodily injury and property damage comprehensive public liability insurance with respect to the leased premises for a combined single loss of not less than$1,000,000.00. 2. Fire and extended coverage insurance covering its fixtures and equipment located on the leased premises in an amount not less than ninety(90%)percent of their actual cash value. 3. Workers compensation insurance in accordance with statutory law and employer's liability insurance with a limit of not less than$100,000.00 per employee and$500,000.00 per occurrence. 4. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Lease premises shall be the Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and affect a policy of plate glass insurance, covering all plate glass of the Leased Premises, in amounts satisfactory to Landlord. The policy shall name Landlord, and any person, firm, or corporation designated by Landlord and Tenant as insured. 5. Said insurance shall designate Lessor as additional insured and shall contain a clause that the insurer will not cancel or change the insurance without providing Lessor with at least 30 days' prior written notice. Proof of said insurance coverage and payment of premium shall be supplied to Lessor on demand. 11. HEIRS AND ASSIGNS. This Lease shall bind the Lessor and its assigns or successors and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be of the Lessee. 12. NOTICE. It is understood and agreed between the parties hereto that written notice by email, certified mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice by email, certified mail return receipt requested, mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this Lease. 13. WAIVER. The rights of the Lessor under this Lease shall be cumulative and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. 14. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the Lessor for approval before installation of same. Tenant shall have the right to install its store sign on the Premises, at its sole cost and expense, in accordance with the code and sign criteria established by the City of Boynton Beach. 01623570-1 4 '.. 15. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by order of the Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as additional rent its pro rata share(s) of any sprinkler standby, storm water utility standby, water and/or sewer charges billable to the Landlord for the building(s) of which the demised premises are a part. Landlord represents that, at present,there are no pending charges. 16. PROPERTY TAXES &INSURANCE. The Lessee shall pay as additional rent its proportionate share (100%) of any increases above the 2022 levy in the real property taxes assessed against the demised premises. Similarly, the Lessee shall pay as additional rent its proportionate share (100%) of any increase in the amount of fire and hazard insurance premiums incurred by the Lessor above those paid for 2022.None are expected at this time. 17. BANKRUPTCY. If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted by or against the Lessee, before the end of this Lease, the Lessor is hereby irrevocably authorized to forthwith cancel this Lease, as for a default. 18. SUBORDINATION. Subject to the provisions of Paragraph 33 below,this Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgages or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. Tenant agrees to execute and acknowledge any documents required to effectuate an attornment, subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section, said appointment to be a power during the term of this Lease coupled with an interest and irrevocable. 19. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the beginning of the Lease and agrees to maintain said premises in the same condition, order, and repair as they are at the commencement of said term and to return said premises in broom-swept clean and tenantable condition. Tenant shall not be permitted any holdover status upon termination or cancellation of this Lease. 20. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease that all personal property placed or moved in the premises above described shall be at the risk of the Lessee. The Lessor shall not be liable for any damage or injury by water, which may be sustained by the said Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents or employees or by reason of the breakage, leakage, obstruction of the water, sewer or soil pipes in or about the said building. 21. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their original condition (subject to improvements and additions remaining at Lessor's option as described above)and returned to the Lessor in broom-clean condition. 01623870-1 5 22. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and the phone company for any electricity or phone service and this Lease will begin on the date indicated,whether or not the Tenant has been able to successfully arrange for such services. 23. PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in front of the neighboring bays. Tenant appoints Landlord as its attorney-in-fact to remove all vehicles which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be permitted to remain on the parking area for a period longer than 48 hours. Tenant to have the use of all the parking spaces in front of leased premises. 24. TRASH REMOVED. Tenant shall provide for suitable containers for the collection of trash and other waste. Tenant shall secure the removal of the trash and waste at regular and periodic intervals so as to prevent the accumulation of trash in such a manner as to become a nuisance or health hazard. In the event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be authorized to remove same at Tenant's expense. 25. NO OUTSIDE STORAGE. Tenant shall confine all of its activities to the interior portion of the demised premises and shall not conduct activities or store materials in the areas adjacent to the demised premises. The parking area shall be used for parking by employees or visitors only. Tenant shall keep the parking area outside its premises free of any waste, trash, or any other debris. No materials, equipment or any items related to the Tenant's business may be stored outside the premises overnight, with the exception of commercial trash containers. No pallets, cardboard boxes or any other material shall be stored outside at any time. No chemicals, flammable items, toxic substances, petroleum products or other contaminants shall be allowed in the property at any time. 26. ABANDONED PROPERTY. It is understood and agreed that any merchandise, fixtures, furniture or equipment left in the premises when Tenant vacates shall be deemed to have been abandoned by Tenant and by such abandonment Tenant automatically relinquishes any right of interest therein. Landlord is authorized to sell, dispose of or destroy same. 27. ESTOPPEL CERTIFICATE. Tenant, upon request of Landlord or any holders of a mortgage against the fee, shall from time to time deliver or cause to be delivered to Landlord or such mortgagee, within ten (10) days fi•om date of demand, a certificate duly executed and acknowledged in form for recording, without charge, certifying, if true, that this Lease is valid and existing and in full force, effect that Landlord is not in default under any of the terms of this Lease and such other matters as may be required by Landlord or such mortgagee. Tenant further agrees to pay to Landlord, as additional rent, an amount equal to 1/30 of one month's rent at the monthly rental then obtaining, for each day, if any, in excess often (10) days after such demand that Tenant shall fail to deliver such a certificate as provided for in this clause. 28. HAZARDOUS SUBSTANCES - GENERAL. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasigovernmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii) the premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all 01623870-1 6 Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v)Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into the premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative shall have the right but not the obligation to enter the premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Lessor's sole opinion,that said Permitted Materials are being improperly stored, used, or disposed of,then Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours, Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the term of the Lease, the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the premises by Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the termination or expiration of this Lease. 29. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the purposes of this Lease, shall include the Owner of the building if other than the Landlord) to the Tenant for any default by Landlord under the terms of this Lease is limited to the interest of the Landlord in the building, and the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any judgment. 30. RADON GAS. 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 overtime. 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 your county public health unit. 31. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the premises, or the building or other improvements in which the premises are located, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party or its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees and all costs and expense incurred by it in connection with said litigation including available appeals thereof. 32. WAIVER OF TRIAL BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and intentionally waive the right either may have to a trial by jury in respect to any litigation based thereon, or arising out of, under or in connection with this instrument and any agreement contemplated to be executed in conjunction herewith or any course of conduct, course of dealing, statements (whether verbal or written), or actions of either party. This provision is a material inducement for the Landlord leasing the premises to the Tenant. 33. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of eminent domain, or sold under the threat of the exercise of said power(all of which are herein called "condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the premises or project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90) 01623870-1 / '.. days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the premises remaining, except that the rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to the total usable floor area of the project. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the premises or the project. Any award for the taking of all or any part of the premises or the project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's trade fixtures and removable personal property and any award available for the relocation of Tenant's business. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation, repair any damage to the project caused by such condemnation except to the extent that Tenant has been reimbursed therefore by the condemning authority. Tenant shall pay any amount in excess of such severance damages required to complete such repair. Except as set forth in this Section, Landlord shall have no liability to Tenant for interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the premises, or other injury or damage sustained by Tenant as a result of such condemnation. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed,the day and year above written. Signed, sealed and delivered in the presence of- Witness £Witness as to Landlord: Landlord: Wells Landing Apartments LLC d/b/a The Heart of Boynton Sh y Lewis Swezy, Manager of Manager By: - J / By: Date: O { a t cs 2�2 Date: v ico Witness as to Tenant: Tenant Name: Millines Hair World, LLC By: By: Date: Date: 01623870-1 O GUARANTY IN CONSIDERATION of the letting of the premises herein mentioned to the within named Lessee and the sum of$1.00 paid to the undersigned by the herein named Lessor, the undersigned does hereby covenant and agree, to and with the Lessor and the Lessor's legal representatives and assigns, that if default shall at any time be made by the Lessee in the payment of any rent or the performance of any of the terms, covenants or agreements contained in the within Lease on the Lessee's part to be paid and performed, the undersigned will well and truly pay the said rent, or any arrears thereof that may be due to the Lessor, as well as any damages that may arise in consequence of such non-performance without requiring notice of any default from the Lessor and the undersigned agrees that this Guaranty shall not be affected by reason of the assertion by Lessor against Lessee of any rights or remedies reserved to Lessor in said Lease or be reason of summary or other proceedings against Lessee or by reason of any extension or indulgences granted to Lessee. The undersigned waives trial by jury in any action or proceeding brought by either Lessor or the undersigned against the other on any matters relating to said Lease or this Guaranty. Witness as to Guarantor: Guarantor Name: By: By: Date: Date: 01623870-1 9 BUSINESS LEASE This AGREEMENT of Lease (this "Lease"), is entered into this date 08/01/2022, between Wells Landing Apartments LLC d/b/a The Heart of Boynton Shops (hereinafter called the "Lessor" or the "Landlord"), and Gillion & Co., Inc. (hereinafter called the "Lessee" or "Tenant"). WITNESSETH, that the said Lessor does this day Lease unto said Lessee and said Lessee does hereby hire and take as Tenant approximately: Square feet of Commercial Space: 1,042 square feet Location: 119 E Martin Luther King Jr. Blvd Suite 107 Boynton Beach,FL 33435 Accepted Use: Used and occupied by the Lessee as a"Real Estate office/Tax prep/Business office" and for no other purposes or uses whatsoever. Lease Term: Two (2)years subject and conditioned on the provisions of this lease. The Lease should begin January 1,2023 and end December 31,2024. Due to the construction of the retail space,dates may need to be adjusted. Tenant agrees and understands that the move-in date is only an approximate date.Total rent payable as follows: Total Rent EACH of the two(2)years is: January 1,2023—December 31,2024: Annual Base Rent: $22,924.00 Monthly Base Rent: One Thousand Nine Hundred Ten Dollars and .34 Cents ($1,910.34) Monthly Sales Tax: One Hundred Thirty-three Dollars and .72 Cents ($133.72) Monthly CAM Fee: One Hundred Dollars ($100.00) Monthly Total: Two Thousand One Hundred Forty- Four Dollars and .06 cents ($2,144.06). In no case shall the total rent described above,plus any additional rent described herein, exceed an amount equal to twenty-two dollars ($22.00)per square foot. This restriction shall remain in effect for the first 5 years, following which such amount may be raised by three percent(3%)per year or by the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics,whichever is lower,for the next five(5)years. Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be responsible for all expenses associated with the direct operation of the Premises, including but not limited to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a Certificate of Occupancy, Certificate of Use, and Business Tax Receipt from City of Boynton Beach and Palm Beach County, as applicable within 60 days of move in, and for complying with all of the all applicable laws, codes, rules and regulations, including but not limited to: county/state/federal fire regulations. Tenant's failure to comply with the requirements of this paragraph shall be considered a breach of this Lease.Tenant is also responsible for any fees acquired due to the violations. Tenant Responsibilities: Tenant shall be responsible for all improvements and alterations to interior. Tenant shall obtain all necessary permits and licenses to conduct work. Tenant agrees to pay for the all of the design and construction of build-out including but not limited to electrical, mechanical, plumbing, structural, building, fire and all other trades as applicable to current building codes. Tenant further agrees 01623870-1 1 to hold Landlord harmless for all build-out improvements including any fees/fines required for final approvals. Tenant shall deposit with Landlord a Security Deposit of(2) Two month rent in the amount set forth below (base rent and CAM) upon signing this lease. Tenant shall also pay the January 2023 rent payment of$2,144.06 on December 1,2022. Next payment shall be due on February 1,2023. SECURITY.Tenant shall deposit with the Landlord the sum of$4,020.68 (concurrently with the execution of this Lease),which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease,but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto;that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay;that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum,but nothing herein contained shall require or be deemed to require Landlord so to do;that, in the event this deposit shall not be utilized for any such purposes,then such deposit shall be returned by Landlord to Tenant within ten(10)days next after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on said security deposit. The Landlord can take from the deposit to pay the violations and the tenant is responsible to reimburse the security deposit within 30 days. Rent shall be due and payable the first of each month. An additional rent late charge of ten(10%) percent shall be assessed for each month's rent that is five(5)days past due. All payment to be made to the Lessor on the first day of each and every month in advance without demand at the office of the lessor at 7735 NW 146 Street Suite#306 Miami Lakes,FL 33016 or at such other place and to such other person, as the Lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this Lease and are hereby agreed to by the Lessee: 1. ASSIGNMENT. Tenant shall not assign,transfer, sublease,mortgage,pledge or otherwise encumber the demised premises or any part thereof without the express,written consent of Landlord first obtained; provided,however,that Landlord's consent shall not be unreasonably withheld. In the event of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance of each and every covenant and condition hereunder. Landlord's approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws,rules and regulations of any governmental authority required of either the Landlord or the Tenant and such approval shall create no responsibility or liability on the part of the Landlord for any non-compliance with laws,rules and regulations of any governmental authority. 2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws,rules, orders, ordinances, directions,regulations and requirements of federal, state county and municipal authorities now in force or which may hereafter be in force,which shall impose any duty upon the Landlord or Tenant with respect to the use, occupation or alteration of the premises,and the Tenant shall use all reasonable efforts to fully comply with the Americans with Disability Act. Tenant agrees to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental law,rule or regulation that was not applicable to the building at the time it was originally constructed. Landlord,to its best knowledge, is currently complaint with all governing codes and regulations. 3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this Lease,whereby the same shall be rendered untenantable,then the Lessor shall have the right to render said premises tenantable by repairs within ninety(90)days therefrom. If said 01623870-I 2 premises are not rendered tenantable within said time, it shall be optional with either parry hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be liable for rent during the time the premises are rendered untenantable. 4. PROMPT PAYMENT. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the conditions printed upon this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease shall, at the option of the Lessor, work a forfeiture of this Lease and all of the rights of the Lessee hereunder; and the Lessor shall have the right to enter said premises and remove all persons therefrom forcibly or otherwise and the Lessee hereby expressly waives any and all notices required by law to terminate its tenancy and also waives any and all legal proceedings to recover possession of said premises or damages. Landlord may exercise this option if rent is fifteen(15)days past due. 5. ABANDONMENT. In the event the Lessee abandons the premises, the Lessor may, at his option, enter the leased premises, by force or otherwise, without being liable in any way. For the purpose of this section, both parties agree that the premises shall have been deemed abandoned and vacated if: (1) the rent is delinquent, (2) the Lessee has not entered the premises for five, consecutive working days, excluding weekends and holidays, and (3)the Lessee has not notified the Lessor, in writing, of its intention to be away from the premises for vacation or other purpose. Delinquent shall be defined as ten(10)days past due. 6. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises during all reasonable hours with reasonable notice, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort or preservation thereof or of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a notice `FOR RENT" at any time within thirty (30) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions, which do not conform to this Lease or to the rules and regulations of the building. 7. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements whatsoever without first having obtained the written consent of the Lessor which shall not be unreasonably withheld. Any structural improvements and additions to the premises which Lessee might make must comply with such municipal building and zoning code as would be applicable and shall be paid for in cash at time of making thereof, so as not to subject the premises to mechanics lien. If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or work drawings shall create no responsibility or liability on the part of the Landlord for their completeness, design sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities. 8. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings, doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery, plumbing, electric wiring, and other fixtures and interior appurtenances, in good and substantial repair and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted. All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the Tenant shall maintain and repair the same during the term of this lease and shall return said unit (or units)to the Landlord at the termination of this lease in good working order, reasonable wear and tear excepted. Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the maintenance of said air conditioning units, and shall provide Landlord with a copy of said 01623870-1 3 maintenance agreement within thirty(3 0)days of execution of this lease. 9. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods, and chattels of said Lease, which shall or maybe brought or put on said premises as security for the payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs. Except the equipment listed in the attached list and/or under lease and owned by third parties. 10. INSURANCE. The Lessee shall, during the term of this Lease, procure at its expense and keep in force the following insurance: 1. Bodily injury and property damage comprehensive public liability insurance with respect to the leased premises for a combined single loss of not less than$1,000,000.00. 2. Fire and extended coverage insurance covering its fixtures and equipment located on the leased premises in an amount not less than ninety(90%)percent of their actual cash value. 3. Workers compensation insurance in accordance with statutory law and employer's liability insurance with a limit of not less than$100,000.00 per employee and $500,000.00 per occurrence. 4. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Lease premises shall be the Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and affect a policy of plate glass insurance, covering all plate glass of the Leased Premises, in amounts satisfactory to Landlord. The policy shall name Landlord, and any person, firm, or corporation designated by Landlord and Tenant as insured. 5. Said insurance shall designate Lessor as additional insured and shall contain a clause that the insurer will not cancel or change the insurance without providing Lessor with at least 30 days' prior written notice. Proof of said insurance coverage and payment of premium shall be supplied to Lessor on demand. 11. HEIRS AND ASSIGNS. This Lease shall bind the Lessor and its assigns or successors and the heirs, assigns, administrators, legal representatives, executors or successors as the case may be of the Lessee. 12. NOTICE. It is understood and agreed between the parties hereto that written notice by email, certified mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice by email, certified mail return receipt requested, mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this Lease. 13. WAIVER. The rights of the Lessor under this Lease shall be cumulative and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. 14. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the Lessor for approval before installation of same. Tenant shall have the right to install its store sign on the Premises, at its sole cost and expense, in accordance with the code and sign criteria established by the City of Boynton Beach. 15. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by 01623870-1 4 order of the Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as additional rent its pro rata share(s) of any sprinkler standby, storm water utility standby, water and/or sewer charges billable to the Landlord for the building(s) of which the demised premises are a part. Landlord represents that, at present,there are no pending charges. 16. PROPERTY TAXES &INSURANCE. The Lessee shall pay as additional rent its proportionate share (100%) of any increases above the 2022 levy in the real property taxes assessed against the demised premises. Similarly, the Lessee shall pay as additional rent its proportionate share (100%) of any increase in the amount of fire and hazard insurance premiums incurred by the Lessor above those paid for 2022.None are expected at this time. 17. BANKRUPTCY. If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted by or against the Lessee, before the end of this Lease, the Lessor is hereby irrevocably authorized to forthwith cancel this Lease,as for a default. 18. SUBORDINATION. Subject to the provisions of Paragraph 33 below, this Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such foreclosure or termination, automatically become the Tenant of such successor in interest without change in the terms or other provisions of this Lease. Upon request by Landlord's mortgages or such successor in interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the parties, an instrument or instruments confirming the attornment herein provided for. Tenant agrees to execute and acknowledge any documents required to effectuate an attornment, subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section, said appointment to be a power during the term of this Lease coupled with an interest and irrevocable. 19. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the beginning of the Lease and agrees to maintain said premises in the same condition, order, and repair as they are at the commencement of said term and to return said premises in broom-swept clean and tenantable condition. Tenant shall not be permitted any holdover status upon termination or cancellation of this Lease. 20. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease that all personal property placed or moved in the premises above described shall be at the risk of the Lessee. The Lessor shall not be liable for any damage or injury by water, which may be sustained by the said Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents or employees or by reason of the breakage, leakage, obstruction of the water, sewer or soil pipes in or about the said building. 21. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their original condition (subject to improvements and additions remaining at Lessor's option as described above)and returned to the Lessor in broom-clean condition. 22. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and 01623870-1 5 the phone company for any electricity or phone service and this Lease will begin on the date indicated,whether or not the Tenant has been able to successfully arrange for such services. 23. PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in front of the neighboring bays. Tenant appoints Landlord as its attorney-in-fact to remove all vehicles which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be permitted to remain on the parking area for a period longer than 48 hours. Tenant to have the use of all the parking spaces in front of leased premises. 24. TRASH REMOVED. Tenant shall provide for suitable containers for the collection of trash and other waste. Tenant shall secure the removal of the trash and waste at regular and periodic intervals so as to prevent the accumulation of trash in such a manner as to become a nuisance or health hazard. In the event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be authorized to remove same at Tenant's expense. 25. NO OUTSIDE STORAGE. Tenant shall confine all of its activities to the interior portion of the demised premises and shall not conduct activities or store materials in the areas adjacent to the demised premises. The parking area shall be used for parking by employees or visitors only. Tenant shall keep the parking area outside its premises free of any waste, trash, or any other debris. No materials, equipment or any items related to the Tenant's business may be stored outside the premises overnight, with the exception of commercial trash containers. No pallets, cardboard boxes or any other material shall be stored outside at any time. No chemicals, flammable items, toxic substances, petroleum products or other contaminants shall be allowed in the property at any time. 26. ABANDONED PROPERTY. It is understood and agreed that any merchandise, fixtures, furniture or equipment left in the premises when Tenant vacates shall be deemed to have been abandoned by Tenant and by such abandonment Tenant automatically relinquishes any right of interest therein. Landlord is authorized to sell, dispose of or destroy same. 27. ESTOPPEL CERTIFICATE. Tenant, upon request of Landlord or any holders of a mortgage against the fee, shall from time to time deliver or cause to be delivered to Landlord or such mortgagee,within ten (10) days from date of demand, a certificate duly executed and acknowledged in form for recording, without charge, certifying, if true, that this Lease is valid and existing and in full force, effect that Landlord is not in default under any of the terms of this Lease and such other matters as may be required by Landlord or such mortgagee. Tenant further agrees to pay to Landlord, as additional rent, an amount equal to 1/30 of one month's rent at the monthly rental then obtaining, for each day, if any, in excess often (10) days after such demand that Tenant shall fail to deliver such a certificate as provided for in this clause. 28. HAZARDOUS SUBSTANCES - GENERAL. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants,toxic or hazardous wastes, or any other substances the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law," which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasigovernmental authority relating to pollution or protection of the environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency; (ii)the premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Lessee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any 01623870-1 6 governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv) Lessee will not install any underground tanks of any type; (v)Lessee will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into the premises, except for the Permitted Materials described below, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative shall have the right but not the obligation to enter the premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Lessor's sole opinion, that said Permitted Materials are being improperly stored, used, or disposed of, then Lessee shall immediately take such corrective action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours, Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any and all costs associated with said work. If at any time during or after the term of the Lease, the premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the use of the premises by Lessee. The foregoing indemnification and the responsibilities of Lessee shall survive the termination or expiration of this Lease. 29. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the purposes of this Lease, shall include the Owner of the building if other than the Landlord) to the Tenant for any default by Landlord under the terms of this Lease is limited to the interest of the Landlord in the building, and the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any judgment. 30. RADON GAS. 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 overtime. 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 your county public health unit. 31. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the premises, or the building or other improvements in which the premises are located, by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party or its authorized representatives,the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees and all costs and expense incurred by it in connection with said litigation including available appeals thereof. 32. WAIVER OF TRIAL BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and intentionally waive the right either may have to a trial by jury in respect to any litigation based thereon, or arising out of, under or in connection with this instrument and any agreement contemplated to be executed in conjunction herewith or any course of conduct, course of dealing, statements (whether verbal or written), or actions of either party. This provision is a material inducement for the Landlord leasing the premises to the Tenant. 33. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the premises or project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90) days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice, 01623870-1 7 within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the premises remaining, except that the rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to the total usable floor area of the project. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the premises or the project. Any award for the taking of all or any part of the premises or the project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's trade fixtures and removable personal property and any award available for the relocation of Tenant's business. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation, repair any damage to the project caused by such condemnation except to the extent that Tenant has been reimbursed therefore by the condemning authority. Tenant shall pay any amount in excess of such severance damages required to complete such repair. Except as set forth in this Section, Landlord shall have no liability to Tenant for interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the premises, or other injury or damage sustained by Tenant as a result of such condemnation. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed,the day and year above written. Signed,sealed and delivered in the presence of. Witness as to Landlord: Landlord: Wells Landing Apartments LLC d/b/a The Heart of Boynto ho s by Lewis Swezy, Manager of Mana r Al By: By: Date: b F -�—'2-- Date: o3 6 Witness as to Tenant: Tenant Name: Gillion & Co.,Inc. By: By: Date: Date: 01623870-1 O GUARANTY IN CONSIDERATION of the letting of the premises herein mentioned to the within named Lessee and the sum of$1.00 paid to the undersigned by the herein named Lessor, the undersigned does hereby covenant and agree, to and with the Lessor and the Lessor's legal representatives and assigns, that if default shall at any time be made by the Lessee in the payment of any rent or the performance of any of the terms, covenants or agreements contained in the within Lease on the Lessee's part to be paid and performed, the undersigned will well and truly pay the said rent, or any arrears thereof that may be due to the Lessor, as well as any damages that may arise in consequence of such non-performance without requiring notice of any default from the Lessor and the undersigned agrees that this Guaranty shall not be affected by reason of the assertion by Lessor against Lessee of any rights or remedies reserved to Lessor in said Lease or be reason of summary or other proceedings against Lessee or by reason of any extension or indulgences granted to Lessee. The undersigned waives trial by jury in any action or proceeding brought by either Lessor or the undersigned against the other on any matters relating to said Lease or this Guaranty. Witness as to Guarantor: Guarantor Name: By: By: Date: Date: 016238701 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.E. SUBJECT: Update Regarding a Purchase and Development Agreement with Pulte Home Company, LLC for the Cottage District I nfill Housing Redevelopment Project SUMMARY: The CRA Board selected the Letter of Intent (LOI) from Pulte Home Company, LLC (Pulte) to purchase the CRA-owned properties collectively known as the Cottage District Infill Housing Redevelopment Project (see Attachments I-III) at its July 12, 2022 meeting, and authorized staff to commence negotiations with Pulte. The Board also gave direction to staff to include the two items below as part of the negotiations with the developer (see Attachment IV). CRA staff met with the Pulte Team on August 12, 2022, to discuss the revised conceptual site plan. Negotiations are currently ongoing, with the submission of architectural elevation options and comments on terms and conditions for the Purchase and Sale Agreement. 1. Single-Family Detached Homes The CRA Board would like to see the accommodation of more single-family detached homes with a goal of approximately 20 lots. Pulte revised conceptual plan indicates 39 total units with 19 single-family lots (8 additional lots) that could be accommodated if a reduction in side setback requirements is approved as part of the land use and development review process (see Attachment V). As a result of the redesign, the neighborhood park was relocated from the northeast to the southeast corner of the site and a north-south through street was added. CRA staff requests Board input on the relocation of the park and addition of the through street. 2.Architectural Treatment The Board requested changes to the exterior architectural treatment of the units to give it more of a "Cottage" appearance. Pulte has submitted two additional architectural treatments for the project, the Coastal and Craftsman, in addition to the Mediterranean models that was submitted in the LOI, with the understanding that only one of the three architectural treatments will be constructed. Pulte will be providing the CRA with a lot-fit study with details of the various model options that could be built on each of the lots to show that the streetscape of the project will not be monotonous with the same unit for every lot (see Attachment VI). CRA staff does not object to choosing one style because there will be three different models (two 1-story, one 2-story, see Attachments V I I-I X) plus color options. The subtle differences may not address the "Cottage" appearance for the site that have come up under public comments throughout the years. The previous RFP/RFQ included this as a preference in architectural treatment as well as the location for the pocket park, but this is not the current process under which Pulte was selected. These comments may resurface during the land use and development review processes. CRA staff is providing an update on the above items to get Board consensus to continue with the negotiations process and finalize a draft Purchase and Development Agreement. Additionally, staff will be facilitating a meeting with Pulte and City staff to discuss the development review processes and identify any critical items that will be considered for the project. These may include but are not limited to the rezoning and site plan application, infrastructure improvements (water, sewer, drainage, sidewalk, roadway), streetscape enhancements, building and life safety, and parks and recreation requirements. FISCAL IMPACT: FY2021-22 Budget, Project Fund, Line Item 02-58200-406 (Cottage District Project), $385,825 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined by the CRA Board. ATTACHMENTS: Description D Attachment I -Cottage District Location Map D Attachment II - Pulte Group LOI D Attachment III - LOI Comparison Spreadsheet as of July 5, 2022 D Attachment IV -July 12, 2022 CRA Board Meeting Minutes D Attachment -8-11-22 Revised Conceptual Site Plan (additional SFDs) D Attachment VI - Pulte 8-16-22 Email Regarding Architectural Elevations D Attachment VII - 1 Story Browning Model (3 Architectural Styles) D Attachment VIII - 1 Story Chapman Model (3 Architectural Styles) D Attachment IX -2 story Hamden Model (3 Architectural Styles) , r' t ! t — — r uj 4o m fib'"y a. .: — a y 1Jr ; CL ' 0 a -- — — W CL — _ala a i n. yF iii� r i From: Andrew Maxey To: Shutt,Thuy Cc: Tack,Timothy; Utterback,Theresa; Nicklien,Bonnie;Curfman,Vicki; Hill,Vicki Subject: RE: Pulte LOI-Cottage District Date: Thursday,June 2,2022 8:58:00 AM Attachments: imaae011.ona imaae012.ona imaae013.ona imaae014.ona imaae015.ona imaae016.ona Pulte LOI-Cottaae District BBCRA v2.odf Good Morning Thuy, Although it's not specifically referenced in the LOI, I also want to reaffirm Pulte's commitment to working with as many local vendors and contractors as possible on this project. Pulte has existing contracts with 6 vendors located in Boynton Beach, 2 of which are within the boundary of the CRA. We also plan on utilizing local consultants for the community outreach phase of the project. Please let me know if you have any additional questions. Thank you. LT ,v Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475 Centrepark Blvd., Suite 305, West Palm Beach, FL 33401 Direct(561)206-1410 Cell (404)451-2386 andrew.maxe Dulte roup.com From: Andrew Maxey Sent: Wednesday,June 1, 2022 9:02 AM To: Shutt, Thuy<ShuttT@bbfl.us> Cc: Tack, Timothy<TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us>; Curfman, Vicki <CurfmanV@bbfl.us>; Hill, Vicki <HiIIV@bbfl.us> Subject: RE: Pulte LOI-Cottage District Thuy, Sorry for the delay here. I have updated our LOI to reflect the 3 new single family plans we are proposing(Browning, Chapman, and Hamden). The collateral provided in Exhibit C show the front elevations, floorplans, square footage, and bed/bathroom count. Let me know any questions. Thanks. 000, L�` U ,v Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475 Centrepark Blvd., Suite 305, West Palm Beach, FL 33401 Direct(561)206-1410 Cell (404)451-2386 andrew.maxey(c7a bultearou .cam From: Shutt, Thuy<ShuttT anbbfl.us> Sent: Tuesday, May 17, 2022 7:02 PM To: Andrew Maxey<Andrew.Maxey@PulteGroua.com> Cc: Tack, Timothy<TackT anbbfl.us>; Utterback, Theresa <UtterbackTanbbfl.us>; Nicklien, Bonnie <NicklienB anbbfl.us>; Curfman, Vicki <CurfmanV @bbfl.us>; Hill, Vicki <HiIIV anbbfl.us> Subject: RE: Pulte LOI-Cottage District Good evening, Andrew, Thank you for your updated letter. We appreciate your interest in our Cottage District Project. We will update our files to include this revised LOI for the CRA Board's consideration at their July 12th meeting(since the 30 day public notice time period will not end until after the June 14th Board meeting). Could you please give me a call at your earliest convenience so I can make sure the attached document (which was included in the 5/10 agenda item) will be updated to correctly reflect your revised LOI (SFD model size and types, etc.). Thank you. Thuy S-hu'U, AIA, FRA-RA I:.xe1,u I i Ve ii; er 0 C ` rs http://www.boyntonbeachcra.com America's Gateway to the Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondencetomeviaemai| maybe subiecttodisc|osure.Under F|orida records |aw, emai| addressesare pub|ic records Therefore, youre'mai| communication and youre'mai| address maybe subiectto pub|icdisc|osure. From: Andrew Maxey Sent: Tuesday, May 17, 2O224:37PM To: Shutt, Thuy<Shutt Subject: RE: Pulte LD| Cottage District Thuy, Attached please find Pu|te's revised Letter ofIntent to purchase the Cottage District property. Thanks, �� 0� "�=�� .�� ~ 0�'�w�� ~�� Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475ContmparkB|vd . Suite 305. West Palm Beach, FL33401 Direct(501)200'1410 Cell (404)451'2380 From: Shutt, Thuy< > Sent: Wednesday, April 27, 2O221O:46PM To: Andrew Maxey< > Subject: RE: Pulte LD| Cottage District Extei-nal Sendei- Thankyou, Andrevv. VVevvi|| inc|udethisfortheCRABoardconsiderationattheMay1OthCRABoard meeting. We will provide you with the agenda item once the board packet is finalized and uploaded onthe website (scheduled for May 3rd\. Thuy Shutt, A|/\ FRA-RA ExecutiveDirector Boynton Beach [ommunityRedeve|opmentAgency lODE� OceanAve. � BoyntonBeach, F|orida 22425 k—[Nd �� 0�� p �� =� America's Gateway tothe Gulfstream Please be advised that Florida has a broad pubHc records law arid all correspondence to rne via ernaH maybe subject todisc|osure.Under Florida records law, emai| addresses are public records. Therefore, your e mai| communication and your e mai| address maybe subjectto pub|icdisc|osure. From: Andrew Maxey< > Sent: Tuesday, April 26, 2O223:41PM To: Shutt, Thuy< > Subject: Pulte LD| Cottage District Good Afternoon Thuy, | hope all is well with you. Pulte would like to respectfully submit the attached Letter ofIntent to purchase the Cottage District property owned by the CRA. Please reach out with questions. Thank you, 0�� 0y��^�� °�.U| 0 ��~ N�~m�� N ��}��~�� Andrew Maxey—VPLand Acquisition Southeast Florida Division 1475ControparkB|vd . Suite 305, West Palm Boaxh, FL 33401 Direct(501)200'1410 Cell (404)451'2380 ......... ........ ......... ......... ......... ........ ......... ......... ......... ......... ........ ......... ......... ..................._ COQ.=Iva®NTIALI Y NOCK®:This ernail may ucnttain con'dential and privileged material fcr t}e sole use cf t}e intended reuip ientfs . Any review,u>e,distribu icn or disclosure by cthers i, >.riullf ptchibitted. If ycfA have received this communicatticn in error,please nc.if the sender immediately by email and delete the message and any file attachments=rcm,cur computter.Thank ycu. COQ.=Iva®NTIALI Y NOCK®:This ernail may ucnttain con'dential and privileged material fcr t}e sole use cf t}e intended reuip ientfs . Any review,u>e,distribu icn or disclosure by cthers i,striully ptchibitted. If ycfA have received this communicatticn in error,please nc.if the sender immediately by email and delete the message and any file a::achments=rcm,cur computter.Thank ycu. COQ.=Iva®NTIALI1``/NOCK®:This ernail may ucnttain con'dential and privileged material fcr t}e sole use cf t,e intended reuip ientfs . Any review,u>e,distribu icn or disclosure by cthers i,striully ptchibitted. If ycfA have received this communicatticn in error,please nc.if the sender immediately by email and delete the message and any file a::achments=rcm,cur computter.Thank ycu. PULT E G R O U R Cottage District- Letter of Intent REVISED: June 1, 2022 To: Thuy Shutt Executive Director Boynton Beach CRA Subject: Letter of Intent to Purchase Cottage District Property Thuy, Enclosed is the revised Letter of Intent for Pulte Home Company, LLC (Pulte)to acquire a+/-4.5- acre property owned by the Boynton Beach Community Redevelopment District, commonly known as the Cottage District Property. Pulte has made the following changes to the terms of the LOL • Purchase Price- Increased land price to match the appraisal of$2,472,000 and removed 3% marketing fee. • Home Sale Prices-Adjusted our commitment on home sale prices to only target buyers in the Low and Mod-1 categories (60% to 100%), resulting in sales prices of$168,420 and $216,540, respectively. • Home Architecture- Added samples of the architecture style (see Exhibit C). It is also important to note that Pulte's proposal is for 100%fee simple ownership and has no rental component. In alignment with the goals and principles contained in the 2016 Boynton beach CRA Redevelopment Plan, our proposal is uniquely designed to complement and add character to the neighborhood and provide home ownership for residents in the 40%to 100% AMI range. We thank you for the opportunity to revise our Letter of Intent and be considered again for this exciting project. Thank you, PU LT GROUP Vice President of Land Acquisition Southeast Florida Division 1475 Centrepark Blvd.,Suite 305 West Palm Beach,Florida 33401 Andrew. axey@PulteGroup.co 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 PULT E G R O U R Cottage District- Letter of Intent 1) Property Description. The property under consideration consists of±4.5 acres located in the City of Boynton Beach, Florida and roughly depicted below. iSg{I IE I psi a �i 2) Valuation. The total purchase price for the property shall be $2,472,000. 3) Intended Use. Pulte's intended use for the property is a fee-simple community designed in accordance with Palm Beach County's Workforce Housing Program of at least 40 units. (See Exhibits A and B.) Units will be sold according to Palm Beach County Workforce Housing Program guidelines in the lower 2 categories (Low and Mod-1) which is based on AMI between 60% and 100%. The units will also be subject to a 15-year deed restriction on resale price. The proposed product is consistent with the plan previously submitted in the RFP and samples are attached in Exhibit C. 4) Deposits/Fees. First Escrow Deposit: The first deposit of$10,000 is due within five business days after the parties execute a mutually acceptable contract and is fully refundable to Pulte until the completion of the inspection period. Second Escrow Deposit: Upon the end of the inspection period, Pulte will deliver, within five business days,an additional deposit of$60,000 to escrow agent bringing the total deposit to $70,000. The first and second deposits are to be creditable against the total purchase price at closing and will be non-refundable after the expiration of the inspection period. 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 PULT E G R O U R Cottage District- Letter of Intent 5) Inspection Period. Pulte will require 120 days from the signing of the contract in which to investigate the property at Pulte's expense. 6) Entitlement Period. Following the expiration of the inspection period, Pulte shall have a period of 10 months to obtain the necessary entitlements to develop the property according to the intended use. 7) Closing Schedule. Pulte shall close on the property on the earlier to occur of 30 days after all closing conditions are fulfilled or 30 days after the expiration of the entitlement period. 8) Conditions to Close. a) Rezoning and land use approval in accordance with the intended use b) Final site plan approval for intended use c) Sitework/earthwork permits required for clearing and excavation d) Water/sewer permits e) SFWMD environmental resource permit(if applicable) f) US Army Corp of Engineers permit(if applicable) 9) Title Evidence. BBCRA will pay for title insurance in the amount of the purchase price and provide a title commitment during the first twenty days of the inspection period. Permitted title exceptions will be determined by the end of the inspection period. 10)Survey. If available, BBCRA will provide survey within the first five days of the inspection period. Pulte will be responsible for updating the survey. 11)Closing Costs and Proration. Each party will pay its cost of document preparation and attorney's fees. BBCRA is to pay for documentary stamps in connection with the conveyance of the property. All real estate and personal property taxes, leases, and other related costs shall be prorated as of the date of the closing. 12)Broker. Pulte and BBCRA agree that they are not represented by any broker in this transaction. 13)Confidentiality. Pulte and BBCRA agree to maintain the terms of this LOI and all negotiations relating to the property as confidential between Pulte and BBCRA and shall not disclose their existence of this LOI to any other person. This letter is not intended to create legally binding commitments. Parties shall become legally bound only if and when they execute a mutually acceptable contract. If the foregoing is acceptable, please indicate your approval by signing this letter in the space provided below and return one signed copy to Pulte at the address shown on this letterhead. Upon receipt of the acceptance, Pulte will commence preparation of a mutually acceptable written contract. Agreed and Accepted: By: Date: 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 PULT E G R O U R Cottage District- Letter of Intent Exhibit A: Palm Beach County Workforce Housing Program, 2021 WHP Unit Sales Prices: WHP Income Category Based on AMI) Sales Price LOW 1 60%-80% $48,120-$64,160 1 ' 168,42,0 Modl >80 -100% >$64,160-$ 0,200 $216,540 Exhibit B: Pulte's intended use as reflected in original RFP submittal. Plan may be updated to include more units built on newly added parcels. , ® Browning (1 story) 2 Single Family Detached Chapman 1 story) 4 Hamden 2 story) 3 Single Family Attached 20' Interior Townhomes 19 (2-Story Townhome) 20'Exterior Townhomes 12 Total Units Proposed 40 Ok IS t , t re, s 3 zr a {"��i�ti 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 PULT E G R O U R Cottage District- Letter of Intent Exhibit C: Sample Elevations of Single-Family Product 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 Browning 1,447 A/C Sq. Ft. 13 Bedrooms 12 Baths �r illrf(sr ti l:�rr\l)}il}1 sit irg?s s,(+t'�ts 1 ass rtri i s111+1r1 }} \`l "'ulS _ Okat ` sem"•-" ,t ':�+CCti 'r,:"" v'i �.1mm 7 1,11111 t r `fl X77 i1 C.^�' l a r L 1� iS)i 1 y t r r t r i S! [J T1 Eli - L l L� • - Exterior COI Pulte CARVER SQUARE HOME S Browning • 1,447 A/C Sq. Ft. • 3 Bedrooms • 2 Baths CAFE 11-7x8'-10'. OWNER'S SUITE 13'-5"x 12'-1 1" GATHERING ROOM ❑� 13,_5.,x 18,_2„ n 0. � KITCHEN WAC (E)BATH U0 L �° LAU PP BEDROOM 2 1 1'-0"x 10'-6" FOYER .OAR"GARAGE L BATH 2 BEDROOM 3 1 1'-0"x 10'-6" Visit liveatcarversquare.com for more information on workforce housing at Carver Square. Artist's renderings are conceptual only and are not intended to be an exact representation or show specific detailing.Square footage,room dimensions and spatial L„-! arrangements on this plan are approximate and may vary in final construction and may vary by elevation.See a sales representative for details.02021 Pulte Home �� Company,LLC.C13CO57850 CAS 9-17-21 Chapman 1,662 A/C Sq. Ft. 13 Bedrooms 12 Baths +�rtt��'{1 f1�� 11��1�t;r,}{,��•.�ne,., irsiil},U�t}�h fsf$i�l}ii�}��r{�,� f��ft! �(� i a L F-E� 17 I F1L i 1`3, 1 • - Exterior COI Pulte CARVER SQUARE HOME S Chapman • 1,662 A/C Sq. Ft. • 3 Bedrooms • 2 Baths CoE> LANAI ........... OWNER'S SUITE CAFE 13-8"x 12'-10" 11'_5,'.x 13`-2' I, Q.BATH' � I iGATHERING ROOM 16-11"x16-8" L F1 KITCHEN WIC P LAU N BEDROOM 2 (/ ) 12'-5"x 10'-6" I ' FOYER ATH 2 c' GARAGE 20 1."x2Q 2' BEDROOM 3 10'-1"x 10,-8" Visit liveatcarversquare.com for more information on workforce housing at Carver Square. Artist's renderings are conceptual only and are not intended to be an exact representation or show specific detailing.Square footage,room dimensions and spatial L„-! arrangements on this plan are approximate and may vary in final construction and mayvary by elevation.See a sales representative for details.02021 Pulte Home �� Company,LLC.C13C057850 CAS 11-2-21 Hamden 1,822 A/C Sq. Ft. 13 Bedrooms 12.5 Baths gilt `t } y, • - Exterior ED 1 1( s` - Exterior COI Pulte CARVER SQUARE HOME S Hamden • 1,822 A/C Sq. Ft. • 3 Bedrooms Second Floor • 2.5 Baths BEDROOM 2 x 10'-9" OWNER'S SUITE 13'-0"x 14'-4" First FloorEm L 0.BATH'� BA.2 ' L P , CAFE DN o0 ❑0 L GATHERING ROOM WIC � 7 T-8"x 19'-S' BEDROOM 3 ' II LAUNDRY'', 10'-5'x10'-4' II ❑° II II Li KITCHEN O UP STORAGE FOYER PR 0 2�'4',AR QA A E L If I fJE,FI C??R ABQUE —. is 4, Visit liveatcarversquare.com for more information on workforce housing at Carver Square. Artist's renderings are conceptual only and are not intended to be an exact representation or show specific detailing.Square footage,room dimensions and spatial L„-! arrangements on this plan are approximate and may vary in final construction and may vary by elevation.See a sales representative for details.02021 Pulte Home �� Company,LLC.C13C057850 CAS 9-17-21 �� P U LT E G R O U R Cottage District Infill- Letter of Intent April 28, 2022 To: Thuy Shutt Executive Director Boynton Beach CRA Subject: Letter of Intent to Purchase Cottage District Infill Redevelopment Project Thuy, This letter is to serve as a Letter of Intent (LOI) for Pulte Home Company, LLC (Pulte) to enter contract negotiations to acquire±4.5 acres in Palm Beach County, Florida owned by the Boynton Beach Community Redevelopment District(BBCRA). Pulte Home Company, LLC has the capital to complete this transaction, and we will not include any 3rd parry lending approvals or state/local grants as part of our offer to purchase. We are flexible, and we are happy to negotiate deal terms. Our team does not use standardized contract templates, and we can make quick updates in an effort to reach a mutually beneficial agreement. This LOI follows our previous submittal during the BBCRA's request for proposals in which Pulte's submittal finished in second-place consideration. With the understanding that the first- place proposal has not materialized, Pulte submits its updated proposal. We look forward to hearing from you and want to assure you we are prepared to act quickly in working to arrive at a mutually acceptable contract. This offer is valid for one month. PulteGroup's mission to be America's most respected home builder begins with our site acquisition. On behalf of the PulteGroup Southeast Florida Division, we would be grateful for the opportunity to begin this process with you. Thank you, 0404*m ?&4w# 000'bolooft/0 PU LTE' GROUP Vice President of Land Acquisition Southeast Florida Division 1475 Centrepark Blvd.,Suite 305 West Palm Beach,Florida 33401 Andrew.Maxey@PulteGroup.com 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 �� P U LT E G R O U R Cottage District Infill- Letter of Intent 1) Property Description. The property under consideration consists of±4.5 acres located in the City of Boynton Beach, Florida and roughly depicted below. z 3 p r. 4 { r s � nth � e 2) Valuation. The total valuation shall be the summation of the purchase price plus a BBCRA Success Fee. The total value is estimated at$688,000. a) A purchase price of $400,000, equal to $10,000 for each of the 40 homes proposed in Pulte's intended use. b) A BBCRA Success Fee equal to 3% of the sales price of the completed homes and to be paid on a quarterly basis following home closings. Assuming an average sales price of $240,000, the Fee shall equal $288,000 (= 3%x $240,000 x 40 homes). c) Purchase price and Success Fee shall be paid in cash. Pulte does not require any loans or incentives to close. 3) Intended Use. Pulte's intended use for the property is a fee-simple community designed in accordance with Palm Beach County's Workforce Housing Program of at least 40 units. (See Exhibits A and B.) Units will be sold according to Palm Beach County Workforce Housing Program guidelines, which includes recording a covenant for a 15-year sales price dee restriction. 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 �� P U LT E G R O U R Cottage District Infill - Letter of Intent 4) Deposits/Fees. First Escrow Deposit: The first deposit of$10,000 is due within five business days after the parties execute a mutually acceptable contract and is fully refundable to Pulte until the completion of the inspection period. Second Escrow Deposit: Upon the end of the inspection period, Pulte will deliver, within five business days,an additional deposit of$60,000 to escrow agent bringing the total deposit to $70,000. The first and second deposits are to be creditable against the total purchase price at closing and will be non-refundable after the expiration of the inspection period. 5) Inspection Period. Pulte will require 120 days from the signing of the contract in which to investigate the property at Pulte's expense. 6) Entitlement Period. Following the expiration of the inspection period, Pulte shall have a period of 10 months to obtain the necessary entitlements to develop the property according to the intended use. 7) Closing Schedule. Pulte shall close on the property on the earlier to occur of 30 days after all closing conditions are fulfilled or 30 days after the expiration of the entitlement period. 8) Conditions to Close. a) Rezoning and land use approval in accordance with the intended use b) Final site plan approval for intended use c) Sitework/earthwork permits required for clearing and excavation d) Water/sewer permits e) SFWMD environmental resource permit(if applicable) f) US Army Corp of Engineers permit(if applicable) 9) Title Evidence. BBCRA will pay for title insurance in the amount of the purchase price and provide a title commitment during the first twenty days of the inspection period. Permitted title exceptions will be determined by the end of the inspection period. 10)Survey. If available, BBCRA will provide survey within the first five days of the inspection period. Pulte will be responsible for updating the survey. 11)Closing Costs and Proration. Each party will pay its cost of document preparation and attorney's fees. BBCRA is to pay for documentary stamps in connection with the conveyance of the property. All real estate and personal property taxes, leases, and other related costs shall be prorated as of the date of the closing. 12)Broker. Pulte and BBCRA agree that they are not represented by any broker in this transaction. 13)Confidentiality. Pulte and BBCRA agree to maintain the terms of this LOI and all negotiations relating to the property as confidential between Pulte and BBCRA and shall not disclose their existence of this LOI to any other person. 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 �� P U LT E G R O U R Cottage District Infill— Letter of Intent This letter is not intended to create legally binding commitments. Parties shall become legally bound only if and when they execute a mutually acceptable contract. If the foregoing is acceptable, please indicate your approval by signing this letter in the space provided below and return one signed copy to Pulte at the address shown on this letterhead. Upon receipt of the acceptance, Pulte will commence preparation of a mutually acceptable written contract. Agreed and Accepted: By: Date: 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 �� P U LT E G R O U R Cottage District Infill — Letter of Intent Exhibit A: Palm Beach County Workforce Housing Program, 2021 WHP Unit Sales Prices: - WHP Income Category(Based on AMI) Sales Price I I Low 60%-80% ' $48,120-$64,160 $168,420 Mod1 >80%-100% >$64,160-$80,200 $216,540 Mod >100%-120%0 >$80,200-$96,240 ; $264,660 Middle* >120%-140% >$96,240-$112,280 $312,780 Exhibit B: Pulte's intended use as reflected in original RFP submittal. Plan may be updated to include more units built on newl added parcels. o ® Brookwood 2 Single Family Detached (1-Story) Cedar 4 Highgate 3 Single Family Attached 20' Interior Townhomes 19 (2-Story Townhome) 20' Exterior Townhomes 12 Total Units Proposed 40 rti'RAN i]i ai ai a fir a i i" ��di�9i�i u rst�n�sisi4i�� ' , s ur xx r re f d 4 i YOU I 1 '.5 atf ��'. ,?�� n ��sv�}t�tc��?�yt4 5 yts � ,. ,� �� `.s ��1�{f�3Gi �� 7)i`r,��„t• t 33 •1, - ¢ l`S M1 r'r,t E'aDW\ '. nld '5 ) N?h 4�N � F3, 4 z 1475 Centrepark Blvd.,Suite 305 West Palm Beach,FL 33401 Proposed r ec f ® r r ® r r Project Description Pulte recognizes that redevelopment of the Cottage District, within the Heart of Boynton District, is a priority for the Boynton Beach CRA and we are very excited to share our proposal with the CRA. Our proposal is uniquely designed to complement and add value to the existing neighborhood and its residents as well as further the goals and principles contained within the 2016 Boynton Beach CRA Redevelopment Plan ("BBCRA Plan"). Among the goals that the Pulte proposal furthers from the plan are; ■ Protect and enhance existing single-family neighborhoods ■ Create a comfortable, walkable and safe pedestrian-scale environment connecting residents and visitors to the commercial, social/cultural and recreational amenities within each District ■ Develop policies and strategies for providing adequate public parking within each District to support commercial and residential redevelopment ■ Encourage and assist existing development and redevelopment projects that provide employment and economic opportunities ■ Encourage the implementation of streetscape enhancements within the Districts ■ Encourage the development of new affordable housing (with no subsidies from the CRA or any other public funding/tax source) Pulte's plan consists of 9 single family detached and 31 single family attached (townhome) units for a total of 40 new single family units within the Heart of Boynton. Drawing from the architectural styles of the surrounding neighborhood and the BBCRA, we are proposing two styles - Florida Mediterranean and Florida Coastal. Both styles complementthe existing homes,reflectthe historic character of the proposed Shepard FunkAddition Historic Cottage District along NE 3rd Avenue and Boynton's coastal history. Our plan provides new homeownership opportunities and has been carefully designed to enhance and protect the surrounding neighborhood. We've included a small neighborhood park along NE 1st Street with landscape, hardscape, shade structure and lighting features,as well as a dual use passive recreation/dry detention area,a network of sidewalks and pathways around and throughout the site which connect to the existing neighborhood and provide access for the community at- large. While the small park will be deeded to the City of Boynton Beach to ensure perpetual community access, the Pulte HOA may retain responsibility for park maintenance. We've also included additional parking, both on- street parking on NE 1st Street (six spaces in the right-of-way), as well as off-street - six at the townhomes and nine at the new park.The on-street parking, along with new decorative streetlights and the perimeter sidewalks provide traffic calming and a pedestrian environment to the site. The BBCRA Plan identifies the vision for the Heart of Boynton District as"becoming a model neighborhood, with its unique character and history preserved. The vision includes enriching the original vernacular architecture of the neighborhood, investing in housing and commercial uses, and connecting both through the pedestrian and vehicular networks."The vision further addressed via three recommendations; Streetscape, Land Use, and Urban Design. Pulte's plan responds to and enhances the each of the BBCRA recommendations for the Heart of Boynton District as explained below. Boynton Beach CRA Cottage District Infill Housing Redevelopment Project 37 Proposed r jec Streetscape The BBCRA Plan outlines a variety of streetscape enhancements for Seacrest Boulevard including "bus shelters and the creation of a Pedestrian Zone adjacent to rights-of-way that inviting, safe and includes a minimum 8' wide clear sidewalk, decorative light poles are both vehicular and pedestrian scales, and installation of canopy trees that provide immediate sharing at time of construction". Pulte's plan includes a 5'sidewalk, retaining the existing decorative streetlights and installing larger canopy trees along the portion of the site adjacent to Seacrest Boulevard.We are also continuing the pedestrian enhancements through an interconnecting network of sidewalks and pathways throughout the site. Decorative streetlights will be provided along the perimeter and interior of the site. Off-street parking is provided long NE 1st Street, which provides for traffic calming as recommended by the BBCRA and the community. Additional off-street parking is provided adjacent to the pocket park and within the site itself. Lastly, we have incorporated a bus shelter for school children in the pocket park along NE 1st Street. We will work with the CRA and the Palm Beach County School District to ensure the bus shelter meets their standards and is utilized as a neighborhood school bus stop. Land Use The existing future land designation for the site is Medium Density Residential and the BBCRA Plan notes that High Density Residential would also be appropriate. Pulte's plan maintains the existing Medium Density Residential as a means of protecting the surrounding neighborhood.We have done so because while we understand the surrounding community desires new housing opportunities, they want the new opportunities to be consistent with and integrated into the existing fabric. We have opted to propose fee simple single-family opportunities instead of rental opportunities.The current zoning designation is R-2, One and Two-Family, which allows for the proposed density, however we will rezone to PUD. Urban Design The BBCRA Plan identifies three architectural styles in the Heart of Boynton District. The three architectural styles are Mission, Frame Vernacular and Mediterranean.The BBCRA Plan recommends "that when building in this District, new development shall utilize one of these styles". The BBCRA Plan also notes that the Cottage District should be developed with single-family for- sale homes in the style of the surrounding historic cottages. The surrounding cottages are primarily frame vernacular. Pulte's plan proposes two architectural styles in keeping with the recommendations of the BBCRA Plan. We are proposing the Florida Mediterranean which is consistent with the BBCRA Plan's Mediterranean Revival Boynton Beach CRA Cottage District Infill Housing Redevelopment Project 38 Proposed r ec style and includes one and two-story structures, stucco finishes, gable and hip roofs with shingle tiles, window and door surrounds, decorative horizontal banding and graceful arches. Select plans also include columns and corbels.We are also proposing a Frame Vernacular style - Florida Coastal -which draws from Boynton Beach's coastal identity and is consistent with the styles identified by the BBCRA. This style features stucco finishes, board and batten detailing, gable and hip roofs with shingles, rafters and decorative banding. In order to provide further consistency within Pulte's plan, the single-family units will be offered in both architectural styles while the townhomes will be in the Florida Mediterranean. The architectural styles are also in keeping with the design guidelines contained in the City's Land Development Regulations,Further,the RFP provides a varietyof sample elevations including Mediterranean,Coastal,Craftsman and Caribbean. Both of our architectural styles, Florida Mediterranean and Florida Coastal, are consistent with the sample elevations contained in the RFP, The 2009 The Downtown Vision and Master Plan ("2009 DMP") notes that while the area does not have a "signature look or style,the creation of a City's identity... establishing urban design guidelines that will promote the vernacular architecture". The 2009 DMP points to architectural structures that can be used as a "basis for future design guidelines" such as the Women's Club and Old School House. The 2009 DMP further notes that the neighborhoods are predominantly a continuous network of streets in a grid pattern. The 2009 DMP also notes that land uses and densities should "ensure a logical and clear transition linking the downtown core to surrounding areas". Pulte's plan has taken each of the above recommendations into consideration.Specifically,our architectural style mirrors the Mediterranean Revival of the Women's Club and the Old School House. We retain and complement the existing grid pattern of the neighborhood and our proposed density of 9.2 units per acre serves as a clear transition between the 2009 DMP and BBCRA Plan recommendations for higher densities in the urban core and the surrounding area as well as a transition to the higher densities proposed for the MILK District. The RFP provides Urban Neighborhood Site Plan Concepts including site planning elements for lots, special condition lots and garage design and sitting. Pulte's plan meets the site planning concepts including an urban streetscape with consistent and minimum setbacks and shade trees and other landscaping to define the front yards and street edges and provide for traffic calming. Along the perimeter of the site, each home is sited towards and relates to the street. This pattern continues with the three interior townhome buildings which relate to the interior access drive. The sidewalks and driveways are of the same consistent material, AC units are screened, and garages are set back from the front of the homes on two of the three single family detached plans. Care has been taken to ensure the homes surrounding the pocket park respond to both the park and the street.With respect to garage siting,the driveways are limited to 9' in width, whenever possible, and the garage is secondary due to being recessed, whenever possible. Description of Housing Units and Housing Types Proposed In an effort to better serve the needs of the surrounding community and residents, Pulte is proposing a mix of housing types including both single family detached and single family attached (townhome); a total of 9 single family and 31 townhome units are proposed across a total of five plans.Specifically, we are proposing three single family detached plans; the Brookwood,the Cedar, and the Highgate as well as two single family attached plans; the Navarre and the Grayton. The single family detached homes are one-story, 3 or 4 bedrooms, 2 baths, and 2 car garages. The single family attached (townhomes) are two story buildings (4, 5, and 7 unit configurations), 3 bedrooms, 2.5 baths, and 1 or 2 car Boynton Beach CRA Cottage District Infill Housing Redevelopment Project 39 Proposed r jec garages, The mean roof height of the single family detached homes is 13'9". The mean roof height of the single family attached homes (townhome) is 263" and second floor wall planes are recessed. Additionally, the front facades are articulated to ensure the massing is consistent with the existing homes. The living area of the single family homes range from 1,447 to 1,850 square feet; while the living area of the townhomes are 1,636 square feet. Pulte's floorplans are consumer driven and the result of extensive consumer research and feedback to create the best in livability. Our plans have flexible, updated floorplans to make the buyers life easier and more enjoyable. The chart below details the total square footage, living area square footage (under air), number of bedrooms, number of bathrooms and garage for each plan as well as the proposed number of each plan. A A . A A A A A A A Single Brookwood 2,028 1,447 3 2 13'9" 2 car 2 Family Cedar 2,267 1,662 3 2 13'9" 2 car 4 Detached (1-Story) Highgate 2,399 1,850 4 2 13'9" 2 car 3 Single Navarre 18' 1,874 1,636 3 2.5 25'3" 1 car 19 Family (interior units) Attached (2-Story Grayton 20' 2,084 1,637 3 2.5 25'3" 2 car 12 Townhome) (end units) Total Units Proposed 40 Density 9,2 du/ac All plans include our signature Build Quality Experience which includes communication with the buyer every step of the way. Pulte Construction Standards meet or exceed those of the industry.We include many energy-efficient and smart home features that help reduce the home's energy consumption such as radiant barrier roof decking to reduce heat absorption and improve HVAC efficiency, high-efficiency HVAC systems, programmable thermostats, energy-star qualified appliances, low-emissivity windows and compact fluorescent and LED lighting, Pulte homes are built with sustainability in mind. We partner with industry leaders who strive for the same excellence as we do including Lenox, Moen, Mohawk, Shaw,Sherwin-Williams and Whirlpool. Please refer to page 41 for additional building specifications. Boynton Beach CRA Cottage District Infill Housing Redevelopment Project 40 With respect tothe minimum energy efficiency guidelines contained inAttachment F"Energy Efficiency Guidelines Checklist"ofthe Cottage District RFP, Pulte certifies that mnemeet and exceed all elements. Pulte Homes Building Specifications Architectural and Design features Interior • Monolithic slab and CMU (concrete b|nok) exterior m Knockdown drywall finish on ceilings and vva||n walls with bond beams m White flat paint on all ceilings and vva||n, white nemi • Prefabricated engineered wood truss system for gloss on all doors and trims floors and walls m R-30 ceiling innu|atinn, R4.1foil nnexterior masonry • Stucco textured finish exterior vva||n and overhangs vva||n • Tamkn Heritage architectural shingles (or m Colonist, molded, hollow core 2 panel interior doors equivalent) m Whirlpool Energy star rated kitchen appliances • C|npayRaised Panel Garage Doors (or equivalent) including refrigerator, dishwasher, microwave, range, • PGT Impact windows second floor washer, and dryer • Hurricane shutters for first floor vvindnvvn m Decorative 2 1/4' casing on all swing doors and 3 1/4" • Decorative stucco banding per plan baseboards inall rooms • Decorator selected exterior paint schemes including m Lever door hardware on all interior doors wall, accent,trim,front door and garage door m ITS 17"tile flooring inkitchen, dining, and bathrooms differentiation (or equivalent) • Decorative pavers for driveways and walk to home m Moen chrome bath fixtures • Exterior gutters per plan m Shaw carpet in bedrooms and gathering room • Exterior hose connection inrear m Wood window sills • Exterior GF| receptacles (one inrear, one infront) m Generous bedroom and linen closets and kitchen • Coach lights nngarages pantry closets per plan • Lenox 15 SEER air conditioning system with m Ventilated "free glide"vinyl coated metal o|nnet programmable digital thermostat shelving • Fully irrigated lot with oversized trees, shrubs and m Minimum 50-gallon electric water heater sod per plan m Minimum 150 amp electric service m [)eonrarocker light switches throughout home with standard receptacles Proposed r jec Public Benefits As outlined above, the Pulte plan provides many public benefits to the community at-large and the Boynton Beach CRA. Each benefit is summarized below. ■ Affordable Housing. One of the tantamount benefits is the provision of 40 new affordable homes, consistent with the Palm Beach County Workforce Housing program, with no CRA assistance or reliance on any other public/tax funding source. Units will be sold to households at 80 to 140% area median income (AMI), with the majority sold to households at the 80 to 120%AMI. ■ Preservation and Enhancement of Existing Single Family Community.The Pulte plan is designed to be integrated within the existing community and proposes two architectural styles which are complementary to the surrounding neighborhood and consistent with the Heart of Boynton recommendations contained in the BBCRA Plan. ■ Walkable Pedestrian Scale Environment.The Pulte plan provides pedestrian enhancements through an interconnecting network of sidewalks and pathways throughout the site. ■ Enhancement of Streetscape.The Pulte plan provides on-street parking, decorative streetlights, larger than code street trees and a perimeter sidewalk all of which are designed to enhance the streetscape and provide traffic calming. ■ Public Park.The Pulte plan provides a neighborhood park along NE 1st Street that features landscaping, hardscaping, a shade structure, lighting feature and connects to the dual use passive recreation/dry retention area,thereby expanding the recreational opportunities.This park will be deeded to the City of Boynton Beach but may be maintained by the Pulte HOA. ■ Bus Shelter.The Pulte plan provides for a bus shelter along NE 1st Street. Pulte will work with the CRA and the Palm Beach County School District to ensure the shelter is utilized. ■ Efficient and Sustainable Homes. Pulte's construction practices maximize efficiency and sustainability which helps with ongoing affordability. ■ Increase City of Boynton Beach Tax Base. Increase the City's tax base by$8,400,440 based projected sales prices. ■ No CRA Funding. Pulte's plan does not require any CRA funding freeing up $385,825 allocated for the Cottage District for other CRA projects and priorities. ■ Community Engagement. 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Z a i a __V E _a a o. o o a a - -_ - -`E' v v " __ �ofo a oEa loEa E - _m E o _ m E - - - a Z co U m 2 Z o o Z w_ '>y _ U o ry U o c U o ry = o E va o o x z 45 E - =2 oE - oeS.oz vEE v E = o - o a" N=off w vai T'G o'3 T om >. "o .E3 of joo3m_ jaL U _ v __-'n' d N _ L com _ `E_ =E o E� E �E -mE �N^o\ _dEM EvoM o^'_ o v to _`a= �3c m _ ioEo- SEM ar< a o 6 C C V S E C a V W O V U� y U Z da, 00 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Joel Comerford, Attorney on behalf of the Church, stated that he sent a letter on the status of their progress, and the letter outlined their progress regarding permitting, financing, contractor selection, and Unity of Title for Lots 26 and 27. He mentioned that the Church has until January 16th to put boots on the ground. Ms. Shutt pointed out there is a difference between a site plan approval and a zoning approval. She said that they would have to go through the public hearings process for the use approval and it is a separate application that takes a few months to prepare. Mr. Comerford stated that he believed the engineer was aware. B. Discussion and Consideration of Amendment to Exhibit A, Marina Rules and Regulations, of the Dockage Lease Agreement for the Boynton Harbor Marina Theresa Utterback, Development Services Manager, stated that this item adds a paragraph about hurricane preparedness for boats to the Marina Slip Lease Agreements. She said that to-date, there have been no issues and usually boat owners remove their boats from the Marina in preparation of a major storm. She commented that if someone does not secure their boat, the dockmaster has to do it, and that takes time and materials. She said that this item would allow the dockmaster to invoice the owners. She explained that this language will be included in all lease agreements and current renters will all be notified of the change as they are currently unaware of the additional provision, if approved. She commented that there are also provisions in the current lease that state that the CRA can change rules and regulations when approved by the Board, and she noted that all boat owners supply the dockmaster with their emergency plans, so the dockmaster will know who will leave and who will stay. She conveyed that the dockmaster thought a fee of $500 maximum, per slip, was appropriate and she further noted that six rental slips will be impacted. Further brief discussion followed regarding repeat tenants often just signing leases and they may not be aware of the change, and the actual cost and manner of assessing the fee, as the cost would not be the same to secure a large diving vessel compared to a wave runner and that further research was needed. Brian Smith, Dockmaster, stated that he would contact other municipal marinas to see what they charge. Motion Board Member Kelley moved to table Item 13B. Board Member Turkin seconded the motion. The motion passed unanimously. C. Discussion and Consideration of Letters of Intent for the Cottage District Infill Housing Redevelopment Project 6 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Ms. Shutt stated that this pertained to For-Sale affordable housing, meaning they will be single-family detached homes or townhomes, not rental, and that the Letters of Intent (LOI) included different categories. She said that the CRA has been trying to develop the site since 2019 and had been in discussion with several developers, and the last RFP ended in termination of negotiations with Azur. She commented that since then, staff received five LOI's and the developers were present to introduce their concepts. Daniel Roseman, East to West Development Corporation, was present virtually and explained that they are a 501(c)3 corporation. He stated that they have an amended proposal which provides for a payment of $1.08M for the land and the average home price is $322K, servicing those earning between 80% - 140% of the AMI. He said that they believe their proposal is consistent with the CRA Plan and the zoning and the land use. He mentioned that they partnered with a general contractor and they have been provided with a site plan and home type. He provided the history of their team, and said that the range of their homes would be from $285K to $343K, depending on which model is selected. In response to a question from Chair Penserga regarding the request for additional support from the CRA beside the land cost being reduced, he advised that they want to have a partnership, and if there is any support from the CRA, they would leverage it. Chair Penserga asked if they have the financial capability for the project. Mr. Roseman explained that they are working in Ft. Pierce and they have a preliminary loan from the Florida Community Loan Fund, which is a resource they have access to, as well as having a venture capitalist the are working with, if not funded by the Florida Community Loan Fund. Vice Chair Cruz stated that she asked if they would consider paying full price for the property, and she learned they would, but the issue is any money they have for the purchase of the land will affect the purchase price of the home. She commented that they want to strike a healthy balance and want to keep price points below the County's AMI. She asked about garages. Mr. Roseman stated that it would affect cost, and the site plan is already pretty tight. Board Member Hay asked if they would be comfortable with the reverter clause. Mr. Roseman responded yes. (Vice Chair Cruz left the dais at 7:12 p.m.) Lewis Swezy, of Centennial Management, stated that they have over $60M in development currently ongoing or completed in the City. 7 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Elizabeth Roque, of Centennial Management, pointed out that they spoke with people and ascertained that there is demand for affordable housing and a shortage of affordable senior housing. She explained that they will build townhomes or single-family homes with an affordable elderly community component. She stated that they will pay $3M for the land, and they want to start construction on the single-family townhomes immediately without funding, which they can fund from their own accounts. (Vice Chair Cruz returned at 7:15 p.m.) Board Member Kelley agreed that there is a need for senior housing, but in looking at the two different plans, there is a lot of parking. Ms. Roque explained that they made sure that all the townhomes or cottages would be street lined and owners can walk out onto a sidewalk and garages would be in the back. She said that the senior community would be on the interior of the community, and the parking would not face a backyard, it would be buffered. Chair Penserga requested confirmation that Centennial was offering $3M for the land and they can begin right away, which Ms. Roque confirmed. He explained that he understood they would apply for credits. Mr. Swezy explained that there are two components, and the for-sale townhomes could be started right away, but the senior housing would be through State approval. Ms. Roque advised that they would use local contractors as they have with Well's Landing and Ocean Breeze. Board Member Hay asked what would happen if they did not receive the 9% tax credits. Ms. Roque responded that they are confident that they would be very successful, and it may not happen the first year, but it could happen the second year. Vice Chair Cruz expressed her concern that it could be a potential issue. Andrew Maxey, representing Pulte Home Company, stated that they will pay the appraised value of the land and will build 46 units comprised of single-family homes and townhomes. He said that in addition to matching the land's appraised value, they will commit to sell in the two lowest income categories, which was 60% to 100%AMI equating to $168K and $216K respectively for the price of the homes. He mentioned that they have several local vendors they use, which he listed. He commented that in terms of speed, he reviewed images of a project in Delray Beach and within four months, they started all 20 homes in Carver Square with the CRA there. He said that he was confident that if they win the bid they can deliver similar results in Boynton Beach. 8 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Board Member Kelley asked if they promote their projects first to the community where it is being built, before offering it countywide. Mr. Maxey replied that before offering it countywide, they target local groups to teach how to become qualified for a homebuying opportunity first. Vice Chair Cruz asked if Pulte would consider building more single-family homes versus the townhomes. Mr. Maxey responded that they are not set on a final number and they could be flexible for different combinations of product types. She mentioned that she liked that Pulte was paying full market price for the land and they are providing workforce single-family and townhomes for purchase. She asked if they were willing to work with the CRA to market this to Boynton residents first and learned they would. Mr. Maxey stated that they agree with the reverter clause. Board Member Hay asked if the price for land acquisition would increase. Mr. Maxey stated that they were comfortable paying the appraised value and they intend to pay for the deal in cash and would not need a lender, and they have used local subcontractors. He indicated that they also anticipated 10 months to get site plan approval and if they can get it done faster, they will close. He anticipated breaking ground in a year's time. Ms. Shutt explained that if the Board authorizes them to begin negotiating, the CRA can work with them regarding architectural details and then it would come back to the Board. Terry Murray, Neighborhood Renaissance Executive Director, stated that their approach was all about vision and they followed the CRA plan. She announced that this is the one opportunity to redevelop the Cottage District because it will be there forever, and she explained what the development offers. She reviewed the amenities and highlighted that the plan has connectivity as it adjoins with adjacent neighborhoods. She advised that they have the ability and commitment to ensure Boynton Beach residents purchase those homes. Ontario Johnson, Neighborhood Renaissance, stated that they will start on day one working with residents to ensure they become homeowners. He said that they have an approach to hand holding the residents throughout the process, so that they fully understand it and have a support system. Ms. Murray explained that if the Board wants them to raise the purchase price, it will raise the price of the home and they are about Public Private Partnerships. She said that they would look for ways to raise revenue and share it with the CRA. She mentioned that at the time they had to submit their plan, this was what was available for the product and services they were offering. 9 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Board Member Hay asked if they could redesign the development. Ms. Murray stated that they are very receptive to adjusting plans. She explained the range for the prices of the homes. Board Member Kelley commented on the business model that they have and liked that they work with potential homeowners from the beginning to end. She saw in their plans, that it looked like the homes are identifiable based on what income group they are in. Ms. Murray said that they have some attached townhomes that are market rate, and the homes are interspersed, but they can tweak the plan so that no one cannot identify which homes are in which income category. Chair Penserga noted that the funding source is not identified. Ms. Murray stated that the proposal identifies one funding source, which is affordable housing, as they have an exchange program, and the balance would be from a construction loan. She advised that they can also bring in another investment partner and they spoke to the National Community Reinvestment Coalition that has a $6M fund for Palm Beach County they could use. Ele Zachariades, from Dunay, Miskel and Blackman, LLP, stated that Miki Kievan, CEO of Blackonyx Capital will make the presentation. Mr. Kievan stated that they are a private Equity Real Estate Fund and also manage a debt and a hedge fund. He said that they proposed two different concepts and they have a strong team. Ms. Zachariades explained that the first concept is ninety-nine, 1,500 square-feet cottage homes with garages, three bedrooms and two and a half baths, all of which are workforce housing and nearly identical. She said that residents will have a park on NE 4th, as a public amenity and they are not asking for any CRA contribution or Federal or State funding. She advised that they want to include a retail component, such has office space or a grocer to create a sustainable community, and that the second concept was similar. She stated that Blackonyx was offering $2.55M for the land and it is an all cash deal. She spoke about loan rates, and construction timelines. She announced that they will have a local job fair and would like to open it up to City employees first and then Citywide. Board Member Kelley asked about the average sale price of the units and learned that they would be offered at .140% AMI and a price of$312K per unit. Board Member Turkin asked for staff's opinion about the retail component. Ms. Shutt explained concept three and said that they would need a land use change for the mixed use, so a rezoning to IPUD would be necessary. 10 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Board Member Hay asked if Blackonyx had constructed any units in Palm Beach County. Ms. Zachariades responded that they had. Mr. Swezy clarified that when Centennial submitted their application, they assumed it was under the same conditions as Ocean Breeze, they paid the purchase price, and they paid the funds to the CRA in advance, so it was not subject to tax credits, but regarding senior component, they cannot start until they get the tax credit. Board Member Turkin asked if Pulte could change the home exteriors to look more like cottages. Mr. Maxey replied that they could. Vice Chair Cruz asked if they could have more single-family homes. Mr. Maxey agreed to check with the planners. They may be able to substitute some of the multi-family units with single-family units. They were open to suggestions from staff. Chair Penserga opened Public Comments Ernest Mignoli, 710 NE 7t" Street, Unit 407, asked the Board to consider the long-term and they need something for average income people. He opined that if comparing a non- profit company to a for-profit one, the non-profit home will reap a lot of benefits over the long term, receive taxes and get people into homes. He said that they need diversification and the homes are needed. Keturah Joseph, Boynton Beach Faith Based Community Development Corporation, agreed with Mr. Mignoli's comments and stated that they need affordable housing in that area She mentioned that there are many $400K and $500K homes, and currently, the neighborhood is experiencing gentrification. She requested that the Board keep the price point in mind, and this project was always earmarked for affordable housing and she thought that 60% to 120% AMI is where the consideration should be. Mr. Roseman commented that when looking at the proposal and consideration of the Board, their proposal seems to be most suited to the CRA and County goals. He said that they cannot compete with larger private development entities, but they need to be consistent. Chair Penserga closed Public Comments. The members deliberated on this item and the consensus was to move forward with Pulte Homes. 11 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Motion Board Member Turkin moved to reject the LOI from Centennial. Board Member Kelley seconded the motion., The motion passed unanimously. Motion Vice Chair Cruz moved to begin negotiations with Pulte Home Company LLC contingent on changes in the number of single-family homes provided. If negotiations are unsuccessful, the Board can make a second selection. Board Member Turkin seconded the motion. The motion passed unanimously. Attorney Duhy stated that she will bring this back at the next available meeting. Chair Penserga recessed the meeting for a short break at 8:50 p.m. and reconvened the meeting at 9:03 p.m. D. Discussion and Consideration of Purchase and Development Agreement with the Boynton Beach Faith Based CDC for the Boynton Beach CRA owned Properties located at 402 and 404 NW 12th Avenue Ms. Shutt presented this item as contained in the meeting materials and stated that this parcel was part of the Housing Authority auction. She mentioned that the Board received two LOI's and selected the Boynton Beach Faith Based Community Development Corporation, (BBFBCDC). She stated that the Purchase and Development Agreement was reviewed by Keturah Joseph, Executive Director of the BBFBCDC and needs approval. Motion Board Member Hay moved to approve. Board Member Kelley seconded the motion. The motion passed unanimously. E. Consideration of Approval of System Audit Reports and Payments Release to Seabourn Cove Holdings LLC for the Properties known as Seabourn Cove - Phase I & Phase II Vicki Hill, CRA Finance Director, stated that in 2012, the CRA signed a Direct Incentive Funding Agreement (DIFA) with the above and to receive funding, they needed to meet conditions. She explained that they have met the conditions and need Board approval to release the funds. 12 From: Andrew Maxey To: Shutt,Thuy; Nicklien,Bonnie;Tack,Timothy; Utterback,Theresa Cc: Aimee Carlson Subject: Pulte-Cottage District Site Plan Date: Thursday,August 11,2022 7:06:28 PM Attachments: imaae002.ona BBCRA-PLAN-CSP-01 Rl.odf Thuy, Attached is our updated site plan for Cottage District. By reducing the single family lot sizes to 50' and punching the interior road through the block, we actually gained 1 lot and increased lot count to 39, while increasing the number of single family lots so they are roughly equal between the 2 product types. Below is a breakdown of the units. This is still very conceptual and we need our civil to review, but its far enough along for us to discuss tomorrow. Thanks. SITE AREA 4.7 AG. TOTAL UNITS 39 SINGLE-FAMILY 19 TOWNNOME(MULTI FAMILY) 29 DENSITY 8.3 L8 U.PER AG. Thanks, CC P IEGR0UR Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475 Centrepark Blvd, Suite 305 West Palm Beach, FL 33401 Direct (561) 206-1410 Cell (404)451-2386 andrew.maxey@pultegroup.com CON'I a=NTIALI Y NOCK=:This email may ucnttain con'den.ial and privileged material=cr tthe sole use c=t,e intended reuip ien.fs . Any review,u>e,distribu icn or disc iosure by cthers i, >.riullf orchibitted. 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From: Andrew Maxey To: Tack,Timothy Cc: Shutt,Thuy Subject: RE: Cottage District PSA Date: Tuesday,August 16,2022 5:08:10 PM Attachments: imaae002.ona imaae003.ona imaae004.ona imaae005.ona imaae006.ona imaae007.ona If you can setup a dropbox folder I will add the files to it. From: Tack, Timothy<TackT@bbfl.us> Sent: Tuesday, August 16, 2022 8:55 AM To: Andrew Maxey<Andrew.Maxey@PulteGroup.com> Cc: Shutt, Thuy<ShuttT@bbfl.us> Subject: RE: Cottage District PSA Andrew, I did not receive the email. Do you have an ftp or dropbox? Thanks, :rnot -C-,ac< P r.. ,; tst.... ,a.. e� w00 t 1.... -e a . Ave. ire n 1 e a�., �: .;j T a`:I<T ii,, b bf 1.us http://www.boyntonbeach cra.com America's Gateway to the Gulfstream " ea c nye u . 0 has� u n� u. _ re, . � uv� u . u �0r r -i 11r �e « r:,e v� a err mu c . �� _ e.l ,c � .1a rr _ ay.1 erre u. e c _ r e_ 1�e c e r a : c r r:u c,an ,a ';OUr e r a ,a c : rr r e � 1e•.- � 0:Ure. From: Andrew Maxey<Andrew.Maxeyna PulteGroup.com> Sent: Monday, August 15, 2022 4:53 PM To: Tack, Timothy<TackTna bbfl.us> Subject: RE: Cottage District PSA Tim, the email I sent this morning had some large attachments. Can you please confirm you received it? Thanks. From: Andrew Maxey Sent: Monday, August 15, 2022 9:12 AM To: 'Tack, Timothy' <TackTna bbfl.us>; Shutt, Thuy<ShuttT(7a bbfl.us>; Aimee Carlson <Aimee.Carlsonna Pulte.com> Cc: Utterback, Theresa <UtterbackTna bbfl.us>; Curfman, Vicki <CurfmanVna bbfl.us>; Nicklien, Bonnie <NicklienBna bbfl.us> Subject: RE: Cottage District PSA Tim, Thanks for sending the revised term sheet. I will send you any additional comments we have. In the meantime, I am attaching for your review our various architectural elevation styles for the 3 single family models (Browning, Chapman, and Hamden). Within each folder, we have 3 different elevation styles: Craftsman, Coastal, and Florida Med. We will leave it to the CRA to determine which elevation style works best, but we ask to limit the project to one style for consistency and continuity. We can also work with the CRA on pre selecting the plans for each lot to make sure we have enough variety. Thanks, Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475 Centrepark Blvd, Suite 305 West Palm Beach, FL 33401 Direct (561) 206-1410 Cell (404)451-2386 andrew.maxey/@Wultegroup.com From: Tack, Timothy<TackTna bbfl.us> Sent: Friday, August 12, 2022 3:14 PM To: Shutt, Thuy<ShuttT@bbfl.us>; Andrew Maxey<Andrew.Maxey/@PulteGroup.com>; Aimee Carlson <Aimee.Carlsonna pulte.com> Cc: Utterback, Theresa <UtterbackTna bbfl.us>; Curfman, Vicki <CurfmanVna bbfl.us>; Nicklien, Bonnie <NicklienBna bbfl.us> Subject: Re: Cottage District PSA All, Please see that attached revised term sheets per the meeting this afternoon. Please review and provide any comments that you may have. Respectfully, Timothy Tack tst.... ,a.. ,:I e" rct, V c ' Ct � _ � enc:, rr 11 E......" } -i}t llf'T .<1 http://www.boyntonbeachcra.com America's Gateway to the Gulfstream " ea c nye a �� e�� u . 0 a� u n� u. _ re_ . � uv� u . u �0r r -i 11r �e « r:,e v� a err mu e s �.�� 1 _. e.l c C 0 .11u rr _ ay.1 erre u. c e _ re_ 1 he c e r a : c r nU c,an ,a ';O Ur e r a .ac c : rr L e , 1e•.- 0:Ure. From: Shutt, Thuy<ShuttTna bbfl.us> Sent: Wednesday, August 10, 2022 12:12 PM To: Andrew Maxey<Andrew.Maxey/@PulteGroup.com> Cc: Tack, Timothy<TackTna bbfl.us> Subject: RE: Cottage District PSA Ok, I will update our meeting request I just sent out. Larger conference rooms are a premium here inCity Hall. Thanks. Thuy Shutt, A|/\ FRA-RA ExecutiveDirector Boynton Beach [ommunityRedeve|opmentAgency l0] E. OceanAve, Boynton Beach, F|orida 22425 iL � �/ m�� America's Gateway tothe Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondencetomevia emai| maybe subjecttodisc|osure�Under F|orida records |aw, emai| addressesare pub|ic records Therefore, youre mail communication and youre mai| address maybe subjectto pub|icdisc|osure. From: Andrew Maxey< > Sent: Tuesday, August 9, 2O2212:27PM To: Shutt, Thuy< > Cc: Tack, Timothy< > Subject: RE: Cottage District PSA Thuy, Avirtual meeting ispreferable. You can also send aninvite toAimee. Thanks. From: Shutt, Thuy< > Sent: Monday, August 8, 2O229:O4PM To: Andrew Maxey< > Cc: Tack, Timothy< > Subject: Re: Cottage District PSA Ok, inperson? Hvvmany from your party?Just checking toreserve room. Sent from myVerizon, Samsung Galaxy smartphone Get Outlook for Android ThuyShutt, AIA, FRA-RA ExecutiveDirector Boynton Beach [ommunityRedeve|opmentAgency l0] E� OceanAve, � BoyntonBeach, F|orida 22425 � �� .=.� i==J i==J America's Gateway tothe Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondencetomevia emai| maybe subjecttodisc|osure.Under F|orida records |aw, emai| addressesare pub|ic records Therefore, youre'mai| communication and youre'mai| address maybe subjectto pub|icdisc|osure. From: Andrew Maxey< Sent: Monday, August 8, 2O22, 1:44PM To: Shutt, Thuy< Cc: Tack, Timothy Subject: RE: Cottage District PSA Let's do 1:00 on Friday. From: Shutt, Thuy< > Sent: Friday, August 5, 2O226:38PM To: Andrew Maxey< > Cc: Tack, Timothy< > Subject: RE: Cottage District PSA Hi, Andrew, I was hoping to have a meeting with you first to go over the changes to the site plan and total units and timeline. Based on your last email, you thought you would have something to share by the end oflast week and did not want touse any ofthe DBCRAagreement. I would suggest we meet next week with what you have so far with respect to the additional SFD and any aesthetics that could be modified per Board direction. This way we will have the necessary information for the terms and conditions to forward to our attorney to draft the P&D Agreement. We will be bringing this back to the CRA Board for consideration (hopefully in September). As indicated in our previous conference call, the P&D will be similar in format what we had with Azur Equities, with different development deadlines and performance and monitoring requirements since your development proposal has more finite elements to it. I would rather we customize our P&D with the terms and conditions that is specific to your development proposal since this was not a result of an RFP/RFQ process. We are available at the following date/time below: Monday 8/8 9-noon Wednesday 8/10 11am and 1-3p Thursday 8/11 1-4p Friday 8/12 10a-noon and 1-3p Let me know if you would like a copy of the P&D agreement with Azur. Thanks. Thuy S-hu'U, AIA, FRA-RA I:.XeC,uI i Ve ii; er r 0 OVn. i each C n Y:U ate eel r enFL Agency .c'`v i ...._ }-- }t l 1 f, y; i_J tT fl." http://www.boyntonbeachcra.com America's Gateway to the Gulfstream " ea c nye a �� c�� u . 0 a� u n� u. _ �e_ . � uv� u . u �0r r -i 11r �e « r:,e v� a err mu c . �C� 1 _ e.l c 0 .11u rr _ ay.1 erre u. e c _ r e_ 1�e c e r a : c r nU -an ,a ';OUr e r a ,a c : rr r e , 1e•C, 0:Ure. From: Andrew Maxey<Andrew.Maxey/@PulteGroup.com> Sent: Friday, August 5, 2022 11:20 AM To: Shutt, Thuy<ShuttT(7a bbfl.us> Subject: RE: Cottage District PSA Hi Thuy, Any updates on the PSA? Andrew Maxey—VP Land Acquisition Southeast Florida Division 1475 Centrepark Blvd, Suite 305 West Palm Beach, FL 33401 Direct (561) 206-1410 Cell (404)451-2386 and rew.maxe�pultea com From: Andrew Maxey Sent: Wednesday,July 27, 2022 3:19 PM To: Shutt, Thuy<ShuttT(7a bbfl.us> Subject: RE: Cottage District PSA Thuy, I prefer not to share the executed version of our contract with Delray as there were some unique provisions in there, but I can send you specific sections as needed related to the reverter or any other section. Yes-you are free to do a site visit at your convenience. From: Shutt, Thuy<ShuttT(7a bbfl.us> Sent: Wednesday,July 27, 2022 2:14 PM To: Andrew Maxey<Andrew.Maxey/@PulteGroup.com> Subject: RE: Cottage District PSA 7-nalSendei- That sounds great. I am working my way through my emails and wanted to make sure I have not missed an email from you that may have the executed agreement with Delray CRA. Just let me know if you sent it and I will check my inbox again. By the way, do you think we can do a site visit to see the Delray site?Thanks. ExecutiveDirector Boynton Beach [ommunityRedeve|opmentAgency l0] EOceanAve, � BoyntonBeach, F|orida 22425 )98 America's Gateway to the Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondencetomeviaemai| maybe subiecttodisc|osure.Under F|orida records |aw, emai| addressesare pub|ic records Therefore, youre'mai| communication and youre'mai| address maybe subiectto pub|icdisc|osure From: Andrew Maxey Sent: Wednesday,July 27, 2O2211:45AM To: Shutt, Thuy< Subject: Cottage District PSA Hey Thuy, We are working on updating our concept plan based on the zoning direction we received. | hope to have something toshare bythe end ofthe week. How isthe PSA coming along? AndrenvMmxey—VPLmndAcquimition Southeast Florida Division 1475CentreparkBlvd, Suite 3O5 West Palm Beach, FL334O1 Direct /561\ 2O6'141O COQ.=Iva®NTIALI Y NOCK®:This ernail may ucnttain con'dential and privileged material fcr t}e sole use cf t}e intended reuip ientfs . Any review,u>e,distribu icn or disclosure by cthers i, >.riullf ptchibitted. If ycfA have received this communicatticn in error,please nc.if the sender immediately by email and delete the message and any file attachments=rcm,cur computter.Thank ycu. COQ.=Iva®NTIALI Y NOCK®:This ernail may t,cn ain con'dential and privileged material fcr t}e sole use cf t}e intended reuip ientfs . Any review,u>e,distribu icn or disclosure by cthers i,striully ptchibitted. If ycfA have received this communicatticn in error,please nc.if the sender immediately by email and delete the message and any file a::achments=rcm,cur computter.Thank ycu. 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I � t ,�stttr t f s f, }int t ' 4 r ti r N. i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.F. SUBJECT: Consideration of Approval of Boynton Village, LLC a/k/a The Preserve's Performance Audit for Year Ending December 31, 2021 for Compliance with the Direct Incentive Funding Agreement SUMMARY: The CRA entered into a Direct Incentive Funding Agreement with Boynton Village, LLC a/k/a The Preserve in December 2006 to provide incentive funding for the construction of affordable, fee-simple for sale townhouse units as part of the Agency's home ownership program. Subsequent amendments were approved by both parties; the First Amendment dated January 2008; and the Second Amendment dated October 2010 (see Attachment 1). On August 2, 2022, the developer submitted a request for payment with their Compliance Audit for the 2021 tax year (Attachment 11). After review, CRA staff has determined that the developer is in compliance with the terms of the agreement and supports their request for reimbursement of property tax increment in the amount of$29,098. If approved by the Board, the C RA will be issuing the Year 7 payment for Fiscal Year 2021-2022, in the amount of$29,098 (see Attachment 111). Under the terms of the D I FA Agreement and including the current reimbursement request for Year 7, the CRA has provided a total of $334,565 in property tax increment revenue to Boynton Village, LLC (see Attachment IV). During this same time period, the CRA has retained $694,135 in property tax increment revenue. FISCAL IMPACT: FY 2021 -2022 Budget, Project Fund 02-58400-443, $29,098 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the request made by Boynton Village, LLC, for the Year 7 property tax increment reimbursement payment in the amount of$29,098 as set forth under the terms of the DIFA. ATTACHMENTS: Description D Attachment I - Preserve DIFAAgreement with 1st&2nd Amendments D Attachment II -Year 7 Performance Audit D Attachment III -Year 7 Incentive Calculation D Attachment IV -Year to Date DIFA Tracking Sheet i DIRECT INCENTIVE FUNDING AGREEMENT This Directincentive Funding Agreement(hereinafter"Agreement") is entered into as of the /� day of 12,C4?4 2006,by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter referred to as "CRA"),with a business address of 915 South Federal Highway, Boynton Beach, Florida 33435. And Boynton Village, LLC, (hereinafter referred to as "Developer"), with a business address of 2121 Ponce de Leon Boulevard, PH, Coral Gables, Florida 33134, and/or assigns. RECITALS: WHEREAS, as part of its strategy to encourage homeownership by families within certain income brackets, the CRA has instituted certain programs to provide incentive funding to developers, including the Direct Incentive Program for Workforce Housing adopted on August 8, 2006, for direct assistance offered by the developer to such qualifying homebuyers; and WHEREAS, at the September 12, 2006, meeting of the CRA Board, the CRA Board approved amending its Homebuyers Assistance Program and directed staff to begin negotiations with Developer to create between 25 and 50 affordable homeownership opportunities for a project known as The Preserve (hereinafter the "Project") (subsequently, Developer agreed to set aside 50 affordable units as set forth within this Agreement); and WHEREAS, Developer is hereby submitting to the CRA a proposal to offer to qualified homebuyers such assistance for the Project; and WHEREAS, the CRA intends to provide incentive funding to the Developer for such homeownership opportunities on the basis set forth herein; and WHEREAS, this Agreement is not intended to be a "Development Agreement" within the meaning of Florida Statutes, Section 163.3221. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed herein between the parties as follows: Section 1. Recitals. The foregoing recitals are true and correct at the time of the execution of this Agreement and are incorporated herein. O ACORD003-Boynton Beach CRA-Cornerstone DIFA—I0-27-06 1 Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" of a party means any corporation, partnership, limited liability company, trust or other entity controlling, controlled by, or under common control with such party (whether directly or indirectly through one or more intermediaries). For the purpose of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting interest or by contract or otherwise. "Affordable Access Unit" means the fifty (50) units committed to by Developer to qualify for the affordable access as described in this Agreement(also described as "Workforce Housing" within the CRA Guidelines). "Agreement" means this Direct Incentive Funding Agreement and all exhibits and attachments thereto, as any of the same may hereafter be amended from time to time, by mutual agreement of the parties. "Developer" means Boynton Village, LLC, and any assignee or transferee of Boynton Village, LLC, that is permitted under this Agreement, from and after the date of such permitted assignment or transfer. "City" means the City of Boynton Beach, Florida. "Pledged Project Increment Revenues" means the Project Increment Revenues received by the CRA which are pledged to the Developer as set forth within Section 6.1.C. of this Agreement. "Project" means The Preserve as described above in the second "Whereas" clause, and as further described in the Application defined above and in the site plan defined below. "Project Increment Revenues" means the amount deposited in the Redevelopment Trust Fund for the Redevelopment Area pursuant to Florida Statutes, Section 163.387, which is attributable to the Project, using $1,025,000 as the 2004 base year amount in calculating such increment revenues, so that increment revenues for the Project are equal to all amounts over the base year amount. "Property"means the real property described on Exhibit "A", attached hereto. "Redevelopment Area" means those areas within the limits of the City which have been declared blighted in accordance with the provisions of Florida Statutes, Chapter 163, Part III. "Redevelopment Trust Fund" means the trust fund established pursuant to Section 163.387, Florida Statutes for the deposit of incremental revenues attributable to the Redevelopment Area. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 2 "Site Plan means that as approved by the City of Boynton Beach City Commission by motion and vote on April 5, 2005, a copy of which is to be attached hereto as Exhibit"B". "Substantial Completion" or "Substantially Complete" means the point at which the Palm Beach County Property Appraiser has placed the improvements on the Tax Roll. "Tax Collector"means the duly elected tax collector for Palm Beach County, Florida. "Tax Roll" means the real property ad valorem assessment roll maintained by the Palm Beach County Property Appraiser for the purpose of the levy and collection of ad valorem taxes. Section 3. Effective Date. This Agreement shall be effective on the date that the last party to sign executes this Agreement(hereinafter"Effective Date"). Section 4. Developer Obligations — Construction. Developer agrees to construct or cause to be constructed the Project as described in the Site Plan in order to receive the full Direct Incentive Funding as provided for in Section 6 hereof. The Site Plan may be modified from time to time in accordance with and pursuant to the Code of Ordinances of the City of Boynton Beach; provided, however, that Developer shall not have the right to substantially reduce the number of residential units, change the exterior appearance, including landscaping, the size or scope of the amenity areas, the number of parking spaces or to make any other change which would cause the Project to differ substantially from the approved Site Plan without the prior written approval of the CRA in order to receive the full Direct Incentive Funding as provided for in Section 6 hereof. "Substantially" as used in this Section means any change that would require a major Site Plan Modification. Developer and the CRA acknowledge, agree and understand that the Project is under construction as of the date of this Agreement. 4.1. Non-Discrimination. Developer agrees that no person shall on the grounds of race, color, disability, national origin, religion, age, familial status, sex or sexual orientation be excluded from the benefits of, or be subjected to discrimination under, any activity carried on by Developer, its contractors, sub-contractors, or agents, in the performance of this Agreement. Should such discrimination occur, the CRA will provide notice to Developer that it claims there has been a breach of this condition and thereafter, Developer shall have fifteen (15) business days to demand arbitration as to the claim of discrimination. The parties will then mutually agree in writing to an arbitrator and if they cannot agree, the rules of the American Arbitration Association will govern. The arbitration will be governed by the rules of the American Arbitration Association regardless of whether an arbitrator is agreed upon by the parties. This arbitration shall be independent of any other actions being taken by other governmental agencies. However, a finding by any other agency or court that such discrimination has occurred may be relied upon by the CRA as conclusive proof of a breach of this provision, provided such finding is final and not appealable. If Developer does not demand arbitration within fifteen(15) business days, or if arbitration is conducted and it is determined by the arbitrator that discrimination occurred, the CRA shall have the right to terminate this Agreement and pursue any and all other lawful remedies. The cost of such arbitration shall be borne by the non-prevailing party. Such non-prevailing party shall be determined by the arbitrator. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 3 i 4.2. Convicted Vendor List. As provided in F.S. 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, Developer certifies that it, and its affiliates, contractors, sub-contractors or agents who will perform hereunder, have not been placed on the Convicted Vendor List maintained by the State of Florida Department of Management Services within thirty-six (36)months immediately preceding the Effective Date. Section 5. Affordable Access Requirements. As a condition precedent to its receipt of any funds pursuant to this Agreement, Developer and its successors or assigns, shall implement an affordable access component to the Project as provided for in this Agreement, the CRA's Workforce Housing Direct Incentive Program Guidelines, and as set forth below ("Affordable Access Requirements"). Implementation and maintenance of the Affordable Access Program shall be as follows: 5.1. Affordable Access—Residential. 5.1.1. Developer agrees to set aside fifty (50) units designated as Affordable Access Units. 5.1.2. Developer agrees to reduce the price of the fifty (50) units designated as Affordable Access Units by Sixty Thousand and No/100 Dollars ($60,000.00) for the Cypress Model, Fifty Thousand and No/100 Dollars ($50,000.00) for the Palm Model, and Forty Thousand Dollars ($40,000.00) for the Banyan and Hibiscus Models (see attached Price List marked as Exhibit "C" which is attached hereto and made a part hereof)to buyers whose income does not exceed 120% of Median Household Income ("MHI") for Palm Beach County as set by the United States Housing and Urban Development ("HUD") for the year 2006. Proof of income qualification for the Affordable Access Units shall be provided to the CRA prior to any disbursement of Pledged Project Increments Revenue. Examples of acceptable forms of proof include HUD closing statements executed by the buyer and seller; copies of two years of tax returns; and/or paycheck stubs for all adults in the buyer's family for the two weeks prior to closing including proof of family size. 5.1.3. Qualifications.for buyers of the Affordable Access Units and related re- sale requirements and restrictions shall be found in Exhibit "D" attached hereto and made a part hereof(the CRA Homebuyer Assistance Program Guidelines 2006/2007). 5.1.4. The re-sale limitations and requirements set forth herein shall be included in the deeds of sale, to be executed by Developer as seller (or its successors or assigns) and the purchaser at the time of closing on the initial sale of the Affordable Access Units; shall constitute a covenant running with the unit; and shall be recorded in the Public Records of Palm Beach County,Florida. CRA shall approve the form of the deed prior to execution. 5.2. Performance Audit. Prior to receiving the annual allotment of Pledged Project Increments Revenue, Developer shall provide written audited verification, at its sole cost and expense, of substantial completion and of compliance with the requirement to sell 50 Affordable Access Units. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 4 5.2.1. This performance audit shall be conducted by an independent Certified Public Accountant(CPA), selected and paid for by Developer with the approval of the CRA. 5.2.2. With respect to the Affordable Access Unit component of the Program,the CPA must examine the qualifying income data for every purchaser identified as a qualifying purchaser pursuant to the Affordable Access Unit requirements and must certify, in writing, the eligibility of all such qualifying Purchasers under the Program. The written opinion must include verification of the number of residential units which are owned by qualified purchasers. Developer must provide all necessary documents to conduct the audit including, but not limited to,the executed deeds and closing statements. 5.2.3. The examinations and opinions required under this Section must be conducted in accordance with generally accepted accounting standards established by the American Institute of Certified Public Accountants. 5.2.4. The audit required pursuant to this Section may be performed in conjunction with other auditing services. 5.2.5. Disbursement of the Pledged Project Increment Revenues shall only occur upon the CRA's acceptance of a properly documented and supported audit. Disbursement of Pledged Project Increments Revenue shall be conducted pursuant to the Direct Incentive Program for Workforce Housing Guidelines. An example of such funding disbursement is attached as Exhibit E. 5.2.6. It is acknowledged, understood and agreed that Developer may not be able to sell each Affordable Access Unit. In the event that not all Affordable Access Units are sold, then the funds Developer would otherwise be entitled to shall be reduced by an amount corresponding to the percentage as set forth in Section 6.1.A herein. See also Exhibit E as an example. 5.2.7. Exceeding the agreed upon requirements of the 50 Affordable Access Units shall not entitle Developer to additional funding under this Agreement or to a credit or set- off against any reduction in funds due to failure to meet the other Affordable Access Requirements in earlier years hereunder. Section 6. Direct Incentive Funding. The direct incentive funding provided for under this Agreement is granted to Developer for the purpose of offsetting, in part, Developer's cost of creating fifty(50) affordable residential units. 6.1. Direct Incentive Funding Formula and Term. The CRA hereby agrees to direct fund, that is, to pledge and assign to Developer for a period of ten (10) consecutive years, as provided herein and below, an annual amount which equals the Pledged Project Increment Revenues as set forth in subsection 6.1.C. herein less any amounts deducted pursuant to the terms of Section 5 above due to the failure of Developer to comply with the Affordable Access Requirements of this Agreement. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 5 A. The Pledged Project Increments Revenue shall be awarded pro rata based on the proportion of Affordable Access Units sold to eligible buyers. For example, if ten (10) percent of affordable access units are sold in the first year the Project Increment Revenues are available, Developer is entitled to 10% of the eligible Pledged Project Increments Revenue that year. If, the following year 100% of affordable access units are sold, Developer is entitled to 100% of the Pledged Project Increments Revenues that year and in continuing years until the ten-year period has terminated. See Exhibit E attached hereto and made a part hereof for the estimated Pledged Project Increments Revenue Calculation for this Project. B. Developer shall have the option to postpone the first Pledged Project Increments Revenue disbursement to the following year at Developer's option with written notification provided to the CRA in advance of the disbursement. C. For the first through fifth disbursements of the Pledged Project Increments Revenue, the Developer shall be entitled to 75% of the Project Increment Revenues. For the sixth through tenth disbursements, the Developer shall be entitled to 25% of the Project Increment Revenues. 6.2. Commencement and Conditions of Funding. The ten (10) year term for each Phase for the receipt of Pledged Project Increments Revenue shall commence in the year that the following conditions are met: A. The Project is Substantially Complete; B. The completed improvements of each Phase have been placed on the Tax Roll; C. The CRA has determined that Project complies with the commitments and with all of the terms and provisions of this Agreement; D. All requirements as set forth within this Agreement have been complied with by Developer; and E. The CRA has received Project Increment Revenues from such improvements. 6.3. Disbursement of Funds. Except as otherwise provided herein, the Pledged Project Increment Revenues shall be disbursed to Developer by April 1 of the year following the corresponding ad valorem tax year OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 6 6.4. No Pledge of Pledged Proiect Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.5. Subordination. Any Pledged Project Increment Revenue of the CRA pursuant to this Agreement is subordinate to the pledge of the tax increment revenue given to secure the CRA's Tax Increment Revenue Bonds pursuant to Resolution No. 04-04, adopted December 6, 2004, as amended and supplemented. Section 7. Events of Default, Remedies and Termination. 7.1. Default. Upon the occurrence of any one or more of the following events, all obligations of the CRA to disburse further funds under this Agreement shall terminate at the option of the CRA. Notwithstanding the preceding sentence, CRA may at its option continue to make payments or portions of payments after the occurrence of one or more of such events without waiving the right to exercise such remedies and without incurring liability for further payment. The CRA may at its option terminate this Agreement and any and all funding under this Agreement upon occurrence of any one or more of the following: 7.1.1. Any representation by Developer in or.in connection with this Agreement is inaccurate or incomplete or false in any material respect. 7.1.2. The failure of Developer or its Affiliate to observe or perform any of the terms, covenants, conditions, obligations, or provisions of this Agreement in any material respect to be observed or performed by Developer or such failure continues for a period of thirty (30) days after written notice thereof from the CRA to Developer provided, however, that if the nature of Developer's default is such that more than thirty (30) days are reasonably required for its cure,then Developer shall not be deemed to be in default if Developer commenced such cure within said 30-day period and thereafter diligently pursues such cure to completion. 7.2. Remedies. Upon the occurrence of any one or more of the foregoing events, CRA may, at its option, give notice in writing to Developer to cure its failure of performance if such failure may be cured. Upon the failure of Developer to cure, CRA may exercise any one or more of the following remedies: 7.2.1. Terminate this Agreement upon not less than fifteen (15) days notice, by certified letter to Developer at the address specified in Section 8.5 of this Agreement, such notice to take effect when delivered to Developer. 7.2.2. Commence a legal action for the judicial enforcement of this Agreement and for any and all damages occasioned by Developer breach of this Agreement including, but not limited to, repayment of funds disbursed to Developer as a result of fraud or 'material misrepresentation. j 7.2.3. Withhold the disbursement of any payment or any portion of a payment. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 7 it i I 7.2.4. Take any other remedial actions that may otherwise be available under law. 7.3. Attorney's Fees and Costs. In any judicial action arising from this Agreement the prevailing party shall be entitled to an award of its reasonable attorney's fees and costs, at both the trial and appellate levels, from the non-prevailing party. However, the CRA shall not be required to exceed its limits of liability as set forth in section 768.28,Florida Statutes. 7.4. Law and Remedy. This Agreement shall be governed by the laws of the State of Florida. Venue of any and all legal actions arising from this Agreement shall be in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right,power, or remedy hereunder, shall preclude any other or further exercise thereof. 7.5. Strict Performance. No failure by either party to insist upon strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy available to such party by reason of the other party's Default and no payment or acceptance of full or partial payments of amounts due under this Agreement during the continuance (or with CRA's knowledge of the occurrence) of any Default or Event of Default, shall constitute a waiver of any such Default or Event of Default or of such covenant, agreement, term, or condition or of any other covenant, agreement, term, or condition. No waiver of any Default shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent Default. Payment by either party of any amounts due under this Agreement shall be without prejudice to and shall not constitute a waiver of any rights against the other party provided for under this Agreement or at law or in equity. One party's compliance with any request or demand made by the other party shall not be deemed a waiver of such other party's right to contest the validity of such request or demand. All the terms, provisions, and conditions of this Agreement and the restrictive covenants shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. The Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both parties have contributed substantially and materially to the preparation of the Agreement and the restrictive covenants. 7.6. Remedies Under Bankruptcy and Insolvency Codes. If an order for relief is entered or if any stay of proceeding or other act becomes effective against Developer or in any proceeding which is commenced by or against Developer under the present or any future federal bankruptcy code or in a proceeding which is commenced by or against Developer, seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any other present or future applicable federal, state or other bankruptcy or insolvency statute or law, CRA shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy or insolvency code, statute or law or this Agreement. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 8 i 7.7. Termination. The obligations of Developer and CRA shall terminate upon the expiration of the Project Increment Revenues payments to Developer as provided in Section 6 above as a result of the expiration of the agreed upon payment periods. Section 8. General Conditions. 8.1. CRA's Maintenance of Records and Annual Account Funding. Commencing with the Effective Date, the CRA shall maintain and administer separate financial records which reflect terms of this Agreement. Such records shall clearly document for the benefit of the CRA and Developer, the Base Year amount and the annual revenue collected by the CRA attributable to the Project and the annual amounts owing and paid under this Agreement. 8.2. Successors and Assigns. The CRA and Developer each binds itself and its successors, executors, administrators and assigns to the other party and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Prior to Substantial Completion of the Project, without the prior written consent of the CRA, Developer may transfer this Agreement to an Affiliate who reaffirms that Developer shall continue to be responsible for all the obligations of Developer under this Agreement in order to receive the full Pledged Project Increments Revenue as provided for in Section 6 hereof; provided, however, that prior to Substantial Completion of the Project, this Agreement may not be assigned by Developer to any third party without the prior written consent of the CRA and without the assignee's specific written assumption of all of the obligations of Developer under this Agreement. After Substantial Completion this Agreement may be assigned by Developer; provided, however, that any assignee thereto shall specifically assume all of the obligations of Developer under this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and Developer. In the event that the CRA determines that Developer is in violation of this paragraph, the CRA shall have the right to terminate this Agreement and to seek repayment of the funds paid by the CRA to Developer. 8.3. No Brokers. CRA and Developer each represents to the other that it has not dealt with any broker, finder, or like entity in connection with this Agreement or the transactions contemplated hereby, and each party shall indemnify the other against any claim for brokerage commissions, fees, or other compensation by any person alleging to have acted for or dealt with the indemnifying party in connection with this Agreement or the transactions contemplated hereby. 8.4. Indemnification and Hold Harmless. Developer agrees to protect, defend, reimburse, indemnify and hold the CRA, its agents, employees and elected officers and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages, including attorney's fees, and causes of every kind and character(sometimes collectively "Liability") against and from the CRA which arise out of this Agreement, except to the extent that any of the Liability results from the negligence or willful misconduct of the CRA. Developer recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good and valuable consideration provided by the CRA in support of this clause in accordance with the laws of the State of Florida. CRA's indemnification obligations shall not exceed the OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 9 statutory limits provided within Section 768.28 Florida Statutes, and CRA does not waive its sovereign immunity rights. This paragraph shall survive the termination of the Agreement. 8.5. Notices and other Communications. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other (or any recognized mortgagee), or whenever either of the parties desires to give or serve upon the other any notice, demand, request, consent, approval or other communication with respect hereto or to the Project, each such notice, demand, request, consent, approval or other communication (referred to in this Section 9.4 as a "Notice") shall be in writing (whether or not so indicated elsewhere in this Agreement) and shall be effective for any purpose only if given or served by (i) certified or registered United States Mail, postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national courier service, addressed as follows: If to Boynton Village: Boynton Village, LLC c/o Cornerstone Group Development, LLC Attention: Leon Wolfe 2121 Ponce de Leon Boulevard, PH Coral Gables,Florida 33134 With Copies to: Michael Weiner, Esq. Weiner&Aronson, P.A. 102 North Swinton Avenue Delray Beach, Florida 33444 If to CRA: Boynton Beach Community Redevelopment Agency Lisa Bright, Executive Director 915 South Federal Highway Boynton Beach, Florida 33435 With Copies to: Kenneth G. Spillias, Esq. Lewis, Longman& Walker, P.A. 1700 Palm Beach Lakes Boulevard, Suite 1000 West Palm Beach, Florida 33401 8.5.1. Any Notice may be given in a manner provided in this Agreement on either party's behalf by its attorneys designated by such party by Notice hereunder. 8.5.2. Every Notice shall be effective on the date actually received, as indicated on the receipt therefore, or on the date delivery thereof is refused by the intended recipient. 8.6. Time is of the essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement. 8.7. Entire Aereement. The CRA and Developer agree that this Agreement sets forth the entire agreement between the parties and that there are no promises or understandings other OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 10 than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. 8.8. Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Any exhibits not physically attached shall be treated as part of this Agreement and are incorporated herein by reference. 8.9. Severability. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 8.10. Priority of Interpretation. In the event of any conflict between the terms and conditions of this Agreement and the Direct Incentive Program, the terms and conditions of this Agreement shall prevail. 8.11. Headings. Headings herein are for convenience of reference only and shall not be considered in any interpretation of this Agreement. 8.12. Insurance. All parties hereto understand and agree that the CRA does not intend to purchase property insurance in connection with this Project. 8.13. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and Developer (or in any representative capacity) as applicable, 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. 8.14. Recording. This Agreement may be recorded in the Public Records of Palm Beach County,Florida. SIGNATURES ON FOLLOWING PAGE OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 l l i IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESSES BOYNTON VILLAGE,LLC G� By: Print e: ANIRDMM Pr n Ti e. Date: Print name: MeTissa Velez BOYNTONB ACH COMMUNITY REDEVEL MENT AG CY By: Print nar ;�_ � Print name: Oral94 W Title: Chairperson} Date: ri name: OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 12 STATE OF FLORIDA SS: COUNTY OF-P . BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personappeared LEON J. WOLFS as T 'ZT e:A-T^ of 1`6(1,0 707N 14 j,{. all tt C . and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of jg3t� 0144ML ;�•for the use and purposes mentioned herein and that the instrument is the act and deed of /she is personally known to me or has produced as identification. IN WITNESS OF THE FO GING, have set y hand and official eal at in the State and County aforesaid on this ay of , 2006. ,�; .► -., Leyani oman t+f: "'u�= Commission#DD312446 r. 10, Expires:Apr.23,2W8 No P ic, State of Florida at Large BomlThru Atic d Co. My Ca fission Expires: STATE OF FLORIDA SS: COUNTY OF PALM BEACH : BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared 40AP .er*o m rt� ►*� as 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 FORF OING, I have set my hand and official seal at in the State and County aforesaid on this /9,�' day of �� u,,.b Q r' , 2006. SUSAN E. HARRIS * * Notary Public,State of Florida My Comm.#DD 248894 Notary Public, State of Florida at Lar%'v Expires:September 23,2007 My Commission Expires: C'/a.36)? 9ondRd t�ouol►+>i�+r Nora so�wcas OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 13 Exhibit"A" Property Description That portion of Lots 20 through 26,inclusive, lying East of the West line of Section 15, Township 45 South, Range 43 East,Boynton Beach, Florida as shown on the Plat of SAM BROWN JR.'S HYPOLUXO SUBDIVISION, as recorded in Plat Book 1, Page 81, in and for the Public Records of Palm Beach County, Florida, less however the South 332 feet, of the West 165 feet, (as measured along the West and South lines)thereof. Together with the beneficial interest in that certain Ingress and.Egress Easement contained in Warranty Deed recorded in Official Records Book 3580,page 1323. Together with the beneficial interest in that certain Utilities Easement contained in Warranty Deed recorded in Official Records Book 3580, Page 1323, as modified by Relocation and Grant of Easement recorded in Official Records Book 6686,page 191. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 14 Exhibit"B" Site Plan w i P a Ons v� p V P�S � y,Y 3o- tj cry 3� X % - 'USSR i ,�• ,y, y*yee��Il�p g�y.(y ;�^ yy �v �- . ��Y ;. FlX•e,t�.+.L �.�cw.J+��t�'� t�.+pTw�+�'�yyAg'�n�OLu;.�uW'9 Wit'IG+ w MRw hffi4 dM'bx+t:d!F'AN'4e PN.b.Y38�{tt!k!Y�m�n�fk ?IN:MSB.N'MwYk line'MAem!.:a VgaY+TeR...'J� +a ru' 4u aa`b�'oa�.94+eNrw:+r rai.'•l"�!!!..f `iR':�*'�n.^S'*0Y'+�.��.macro&kn.e�R.M»f swv,�a.4iF...mri. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 15 Exhibit"C" Price List PRICE LIST From$289.990 Bed 213ath 1 car age I,071 sq, ft_anti arra Cypress From 34%") Bed,tams Dan I Bedroom Bath J car 1,M 1 s4. ft. a/c ama Hibiscus From,$2719,9 3 Sed 3 Bath I carr gnmga 1557 ft_a/c area P'a1m Froin $2914,990 Red 3 Bath, 1 car garage 1.601 sq_ft-a/ tri Prices subjM to chmgc witivM prior tw6ficaflon 7129106 0 mss,WATMI OOr-hTW"S A#CMMXTUKAf.M#JCnAkAtAM V TUEYw SWrA �a urs aS R MV 3TAMG A„ s DEVE OMM C tWr ,ea rrArrrV%!l,*X*WkMM4ROlJW SEUAWVO TWVOCLWEMMRBwfkw Ify SWWW711MI.MjlmaSrA W,TO OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 16 Exhibit"D" CRA Homebuyer Assistance Program Guidelines NY AWE qT(C R A Et - eac - atrtt Boynten Boach Community Wd t Agunty, Hownbuyer Ankinare Prellrum OLUn IU n lJoach Coummity Mcdev4ppment. '(CRM recognimthe Ilam eCOROMk hMM Ofthe City dqWRdN AWPOM the suffleksit ply o[ ng wadking fianilies, As)IOUSiUS pry climbed bry dmMe d umanyfainiii ca plimd Out ofitt homing MNVAL Tim Cit4c of Doywou b s ivc*04#w rkmaiag twitadviv Para ( IP) dollars to Mmda down.piymcwtto 4nd mod t income lssailleiL Dua t raW housiag approciabon. number oflaw and modouto hKoutefundics wbo an affordw buy hotnes baa defteawd. la as effort toassiat mbre fanailies 11haCRAbas iMploutiontod 11w 14amcbtWm Assistance Pmt, Propm funds van be la 1h,flhv CiVe SHIP Omm Pttcttt,Assistance Pmgmm,W Pnwi%la WT fixtanving to flunilies.. Hid Awds we tial" ,H",ftinds can be used as e le trcae�c 'awn payman " ce flapplicants mea all SMW critcria,as,art by the City&f Dayatcm hh ProPropun Guidwhift . Applicants taust anc*oil ofthe qualifimfion cribmia of the SHM Owwn es t Assidanoe frogam. .11 lc conducted by the OWs C testy tiopmverneat DeBret or a Community Housing i,the . A est .IAP fu�4a tttt Db i s, f r i�ti*City w CHDO. Niaq New--NO to meted 0,462 Existing-Not to+tat $280,462 New, Ccs ion, The vahm oftho C yv)CR:A Iot awardW to houmbuyer is plat from Me CRA CIty. dy amouat,but it;[ndaded m dw pamanent mit , Etssible Pmperfims iwft4a cxistin&sinS164awily homes,amsftwfion of new siroc-fonityhomes,townbmTm and cmdominiums located wit6ht.tie CRA. OACORD003-Boynton Beach CRA-Cornerstone DIFA-10-27-06 17 2 S. case of FUnds, flak KrJuLbilAbdion oowta Of te"fts d to bt ina data lumme up to code) Families watt.dcpcndmt,mulmorvIvIldmn will rao os vrat pred1wenoo, 7. Pftwms VAX&tng *dtim*40 city Of;Boyntort a will raccivic pref Applicants twaployad in the al ass •"sacUmm(ccl»a lumen,police. fii _ to d.skilled b uitdf tg:"wd")will receive pne—vn—. 'HP. Tncemw Dom,all adult mainbcYs of ibe housahoW wilt ba•trt"Wed in'dho computation ofZmas tancoxt m ow Ci and CRA fiumlinj4 atttall not ".40%for me4cratc ftwomm fang at SCM4 fvw low mcommo boyksm oftho puxcbmse price. The actual awaount 4.wf famuli ng award ad shalt dkqmmd'impon the fvndftg Sep, Immo rAse*IvPU C--RA Awding be awarded above tiaraamovi or$50.000.00- eta tbillitaalJon oral to _ g the b0ow up to code may be i.rictuded ups 00,950.0m. Oxasnpla#L; Mc4mote Ttaocae ae Househotd ;C 60.000 f'utcla ,er Parioo f Homo S2Kt3 t cl gims Costs 1 5,000 Maximum m Mart .P4at*Oktmt 3213,771 City's males SMUP Ckvwn patyvnant 350,000 Funding tam S 2 v, g Panomot of Public Subsidy 2 xample Closing C4M" I's SAM Maximam Movisame Axuoumt 3,164,700 "Wo NUximmim SHIP Down Payment 7's.000 Funding Gala 4.5 a aacnt or blit suhsitay 43%,' N 1- H'tt lhoushall, bmAukkng nnta e t am,in0vrost4 Lamm-inauxalwo aftd lk4acdCtacawrrar `a,association fid mban vtot cxcmed 3S%orwm as bovacHaom Income 4w wNatevor the primawy lendtv dobarrminve. Tho mmadmam*otAl ¢:ratio(tocal 2r sag eta plus adwr mn ,=debt ollmorl )shan:vest-, moved 4V%of li me-. OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 18 e atess MOULMY 1 atte ,raoct Otbor l3oAbN 1 IOX expamm Ratio Cts to rosea 35%) 4--hoorall,DIOW.Itatio 3 xantple, x.crw Inoonne Amber 3 st * 300 Dube,hl.et'altt 3 12. A41nAlcantatnuat fbe finct time Y'K"M'u'I%;1 o FIWVJOuW:beanvow withim withlfao POO Ithree YOUM&A flee time of a PPAUam41*6, Pim tiffm hanto buyer autux xxltou bo, dtaortamod by aevlewbW Use dave consecutive yr-*Ts ofFbdomd to .ratuasts. 1., Puts"w4a dt be its the Amp art"tx t ft ; t r SHIP Amd*ara wig CKA,fusads aralt be-ixs titer focas eta boltind the C*Y of entthe- . : witl not hwroquvod it Lbe Uovoo s roo d to an Inootme qu a lifiind buyur, b%x4na qualifkatinawf Ava now lnsyer a&ad[be coz-lCified by the City of buyuum Suadh CAmmumunity,bqWwvomjm(:Mviaitat enaod r�rd+ad:tri tb+aa yx., vtr a las Gsa� _ gttmlf�fffffod baty�r wetll rvqui,m mpaymmaw ofthe CRA*t b idy emceatt tn fidl at it#teats of4c4uzir , 13- Aeawmu4ng ar-ow Propewxy 5'itt t tt in . #1.se t4 arcRs witffi intoteat aa�evt'ated at 41°n"a . :R.efSl ..`. 'of'thoproperW nazy be pannitood In special with,prior-written uppromW fteft the CUr and+ SLA. torm,ortim:fit mowtww. 1Post muidsnov.,is loused sod,no bmgxv o"upaai tsar the recip6out oFCR.A Vic,all CRA finads,plus insonod at Amnon ftens the ttiaw 1:tf piatc6ase;Audi bemamw rue said.z yable In lt,;tlt tilt va banu't ptoof e f rash.4ftwy to the~City ond:CR„tr,unnaudly by dSo taff ttt to exls�ittR�. '� ta .lisayst u�' f i�ar rattibgP � tttac a+c picots nonso a . t=aadu re,to vecoply vnU vwm*tmt6a t='KA Riad*Stix due and payablim. 1.35_ TJPM*Me of the p F�'t�+i"do the first tilva tiro munrt fes' 0%of the th (�lcfe. . by a ft saar*et' -*W),to the Ciry and the ssf fuaacctit t trtna h tateityr. During years+ 2% txsl`0m equAy atsa years.21•",.1-%*/,Orate 04WA 'is to the City and Off:x P*M sale ttr tl rty MAMM]PtGf 7� E.+At�ionw'xtirr,�r _... Yfge»aFYet OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 19 Odalml how pfice.. " W City SW Amds S 5O ( 1%) CRA Funds S 20AM (29%) S1,55,000 ttW Prim 5 - $27 ufty , 20 'FiFiky to 541a � . r OrEquity city 129,E P to m 3 It 1,16M Id. o it reftrft the lo pumhm,tbe_.. °ac the tffirmmilwt wpwwd Nww wfthin 45 ofwrit ,: m itic owitm 17- OffiTing of ft m9mm is Jw ..: �..of fwftg,, Alt dwisims,are subject to IMovol a fim CRA Dowd of Dime . OACORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 20 Exhibit"E" Pledged Project Increments Revenue Formula Examples #of Affordable #of Affordable Access Access Units Sold %of Eligible TIF Units Sold °I°of Eligible TIF 1 2% 26 52% 2 4% 27 54% 3 6% 28 56% 4 8% 29 58% 5 10% 30 60% 6 12% 31 62% 7 14% 32 64% 8 16% 33 66% 9 18% 34 68% 10 20% 35 70% 11 22% 36 72% 12 0.24 37 74% 13 26% 38 76% 14 28% 39 78% 15 30% 40 80% 16 32% 41 82% 17 34% 42 84% 18 36% 43 86% 19 38% 44 88% 20 40% 45 90% 21 42% 46 92% 22 44% 47 94% 23 46% 48 96% 24 48% 49 98% 25 50% 50 100% OXORD003-Boynton Beach CRA-Cornerstone DIFA—10-27-06 21 FIRST AMENDMENT TO DIRECT INCENTIVE FUNDING AGREEMENT DATED DECEMBER 19, 2006 Between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY And BOYNTON VILLAGE, LLC WHEREAS, on December 19, 2006 the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("BBCRA") and BOYNTON VILLAGE, LLC entered into a Direct Incentive Funding Agreement (the "Agreement") relative to the Project known as the"Preserve"; WHEREAS, the Agreement provided that the Developer was to set aside fifty (50) units designed to be affordable access units; WHEREAS, the Developer has requested that the eligibility requirements for potential buyers be modified to increase the eligibility threshold from 120% of Median Household Income as set by the United States Housing and Urban Development(HUD) in the year for which the units are sold; NOW THEREFORE, in consideration of the mutual covenants set forth herein and other lawful consideration, the Agreement is amended as follows: Section 5.1.2 is amended to read as follows: 5.1.2. Developer agrees to reduce the price of the fifty (50) units designated as Affordable Access Units by Sixty Thousand and No/100 Dollars ($60,000.00) for the Cypress Model, Fifty Thousand and No/100 Dollars ($50,000.00) for the Palm Model, and Forty Thousand Dollars ($40,000.00) for the Banyan and Hibiscus Models (see attached Price List marked as Exhibit"C"which is attached hereto and made a part hereof) to buyers whose income does not exceed 1201,'s 140% of Median Household Income ("MHI") for Palm Beach County as set by the United States Housing and Urban Development ("HUD") for the year in which the units are sold. Proof of income qualification for the Affordable Access Units shall be provided to the CRA prior to any disbursement of Pledged Project Increment Revenue. Examples of acceptable forms of proof include HUD closing statements executed by the buyer and seller; copies of two years of tax returns; and/or paycheck stubs for all adults in the buyer's family for the two weeks prior to closing including proof of family size. Section 5.1.3 is amended to read as follows: 5.1.3. Qualifications for buyers of the Affordable Access Units and related re-sale requirements and restrictions shall be found in Exhibit "D" attached hereto and made a part hereof (the CRA Homebuyer Assistance Program Guidelines T:IDEVELOPMEYRThe Preserve-ComerstoneTreserve DII`AIDIFA Revised Amendment(2).doc 1 200612007). However, for purposes of this Agreement, Median Household_Income_for the Homebuyer Assistance Program shall not exceed 140%. Section 8.5 is amended to read as follows: 8.5. Notices and other Communications. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other (or any recognized mortgagee), or whenever either of the parties desires to give or serve upon the other any notice, demand, request, consent, approval or other communication with respect hereto or to the Project, each such notice, demand, request, consent, approval or other communication (referred to in this Section 9.4 as a"Notice") shall be in writing (whether or not so indicated elsewhere in this Agreement) and shall be effective for any purpose only if given or served by (i) certified or registered United States Mail, postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national courier service, addressed as follows: If to Boynton Village: Boynton Village, LLC c/o Cornerstone Group Development, LLC Attention: Leon Wolfe 2121 Ponce de Leon Boulevard, PH Coral Gables, Florida 33134 With Copies to: Michael Weiner, Esq. Weiner &Aronson,P.A. 102 North Swinton Avenue Delray Beach, Florida 33444 If to CRA: Boynton Beach Community Redevelopment Agency Lisa Bright, Executive Director 915 South Federal Highway Boynton Beach, Florida 33435 With Copies to: Donald J. Doody, Esq. Goren, Cherof, Doody & Ezrol 3099 E. Commercial Blvd. Suite 200 Ft. Lauderdale, FL 33308 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. SIGNA'T'URES ON FOLLOWING PAGE 1':1DEVELQPMEN31The Preserve-Cornerstone\Preserve DIFAIDIFA Revised Amendment(2),doc 2 WITNESSES BOYNTO *ILLAGE,LLC By: .W _ _ f� r Print � e: AEON j, WOL E Print name: j Title: 'L Date: Print name: r,woz � BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: --e� ' Print name: Print name: ., 2 r�- c- Title::, Clarperson Date: Print name: T:MV£;LOPMENMhe Preserve-CornerstoncTreserve DIFAIDIFA Revised Amendment(2).doc 3 STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized by law to adiiiii t , oaths and take acknowledgments, n-,rsonally ar d t"`'D IV as Of and acknowledged under oath that lie/she has exec d the foregoi Agreement as the proper official of PkQ "-DMA V J- the use and purposes mentioned herein and that the 111 0 t6te,has instruhient is theact ad deed of He/she is personally known to me or has produced as identification. IN WITNESS OjrE 7E FOREGOING, I have iriy hand and official seal at in the State 'L�33 A' day of and Coun WITNESS esa'd on this 2008. Leyani Roman Notary P c, State o Florida at Large Commission#DD312446 Expires:Apr.23,20118 Bonded Thru My Commission Expires: nding Co.Inc, STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared je /-�-v as �-!k a/ )/1'142 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 se my hand and official seal at in the State and County aforesaid on this—// day ofd 2008. Notar Public, State o Ioiida at Large My Commission Expires: MY COMMISSION t DD 662119 EXPIRES:April 21,2011 TADEVELOPMENIAThe Preserve-CornerstoneTreserve DIFA\DIFA Revised Amendment(2),doc 4 SECOND AMENDMENT TO DIRECT INCENTIVE FUNDING AGREEMENT DATED DECEMBER 19, 2006 Between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY And BOYNTON VILLAGE, LLC WHEREAS, on December 19, 2006 the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("BBCRA") and BOYNTON VILLAGE, LLC entered into a Direct.Incentive Funding Agreement(the "Agreement") relative to the Project known as the "Preserve"; and WHEREAS,the Agreement provided that the Developer was to set aside fifty (50) units designed to be affordable access units; and WHEREAS, on January 8, 2008 the parties entered into a First Amendment to Direct Incentive Funding Agreement which increased the eligibility threshold from 120%to 140%of Median Household Income as set by the United States Housing and Urban Development (HUD) for the year 2006; and WHEREAS, the present economy has caused significantly reduced demand for the purchase of units in the Project; and WHEREAS, the Developer has requested that the eligibility requirements for potential buyers be modified to include rental opportunities; and WHEREAS, the GRA intends to continue to provide incentive funding to the Developer for homeownership opportunities and to provide incentive funding for rental opportunities on the basis set forth herein. NOW THEREFORE, in consideration of the mutual covenants set forth herein and other lawful consideration, the Agreement is amended as follows: Section 2 is amended to insert the following paragraph after the paragraph entitled"Affordable Access Unit"and shall read as follows; "Affordable Access Rental Units" means not less than 100 units committed by the Developer (or its assigns) as affordable rental housing which shall be rented to individuals and families earning 60% or less of Median Household Income for Palin Beach County as set by the United States Housing and urban Development("HUD") Section 5.1.1 is amended to read as follows: 5.1.1. Developer agrees to set aside fifty (50) units designated as Affordable Access Units and at least 100 units as Affordable Access Rental Units. TADEVELOPMENTMe Preserve-CornerstoneTreserve DIFA\DIFA Second Amendment-2010(3).doc 1 Section 5.1.2 is amended to read as follows: 5.1.2. Developer agrees to reduce the price of the fifty (50) units designated as Affordable Access Units by Sixty Thousand and No/100 Dollars ($60,000.00) for the Cypress Model, Fifty Thousand and No/]00 Dollars ($50,000.00) for the Palm Model, and Forty Thousand Dollars ($40,000.00) for the Banyan and Hibiscus Models (see attached Price List marked as Exhibit "C"which is attached hereto and made a part hereof) to buyers whose income does not exceed 140% of Median Household Income ("MHI") for Palm Beach County as set by the United States Housing and Urban Development("HUD") for the year 2006. Developer also agrees to rent not less than 100 units at the rental rates outline on Exhibit G1 (as may be increased from time to time by HUD). Proof of income qualification for the Affordable Access Units and Affordable Access Rental Units shall be provided to the CRA prior to any disbursement of Pledged Project Increment Revenue. Examples of acceptable forms of proof include HUD closing statements executed by the buyer and seller; copies of two years of tax returns, and/or paycheck stubs for all adults in the buyer's family for the two weeks prior to closing including proof of family size. Section 5.2.2 is amended to read as follows: 5.2.2. With respect to the Affordable Access Unit component of the Program, the CPA must examine the qualifying income data for every purchaser identified as a qualifying purchaser pursuant to the Affordable Access Unit requirements and must certify, in writing, the eligibility of all such qualifying Purchasers under the Program. The written opinion must include verification of the number of residential units which are owned by qualified purchasers. Developer must provide all necessary documents to conduct the audit including, but not limited to, the executed deeds and closing statements. If requested, Developer shall also provide such information as may be requested regarding the Affordable Access Rental Units. Section 5.2.7 is amended to read as follows: 5.2.7. Exceeding the agreed upon requirements of the 50 Affordable Access Units or 100 Affordable Access Rental Units shall not entitle Developer to additional funding under this Agreement or to a credit or set-off against any reduction in funds due to failure to meet the other Affordable Access Requirements in earlier years hereunder. Section 6 is amended to read as follows: Section 6. DirectIncentive Funding. The direct incentive funding provided for under this Agreement is granted to Developer for the purpose of offsetting, in part, Developer's cost of creating one hundred fifty (150) affordable residential units. Section 6.1 is amended to read as follows: 6.1. Direct Incentive Funding Formula and 'Term. The CRA hereby agrees to direct fund, that is, to pledge and assign to Developer for a period of ten T:IDEVELOPMENTIThe Preserve-Cornerstone`Preserve DIFAUFA Second Amendment-2010(3).doe 2 (10) consecutive years, as provided herein and below, an annual amount which equals the Pledged Project Increment Revenues as set forth in subsection 6.1.C. herein less any amounts deducted pursuant to the terms of Section 5 above due to the failure of Developer to comply with the Affordable Access Requirements of this Agreement. A. The Pledged Project Increments Revenue shall be awarded pro rata based on the proportion of Affordable Access Units sold to eligible buyers and Affordable Access Rental Units rented to eligible tenants. For example, if ten (10) percent of Affordable Access Units are sold and/or rented in the first year which the Developer elects to receive the Project Increment Revenues, Developer (or its assigns) is entitled to 10% of the eligible Pledged Project Increments Revenue that year. If, the following year 100% of Affordable Access Units are sold and/or rented, Developer (or its assigns) is entitled to 100% of the Pledged Project Increments Revenues that year and in continuing years until the ten-year period has terminated. See Exhibit E attached hereto and made a part hereof for the estimated Pledged Project Increments Revenue Calculation for this Project. B. Developer shall have the option to postpone the first Pledged Project Increments Revenue disbursement to the following year at Developer's option with written notification provided to the CRA in advance of the disbursement. C. for the first through fifth disbursements of the Pledged Project Increments Revenue, the Developer shall be entitled to 75% of the Project Increment Revenues. For the sixth through tenth disbursements, the Developer shall be entitled to 25% of the Project Increment Revenues. Section 6.2 is amended to read as follows: Commencement and Conditions of of u ding. The ten (10) year teen for each Phase for the receipt of Pledged Project Increments Revenue shall commence in the year that the following conditions are met: A. The Project is Substantially Complete; B. The completed improvements of each Phase have been placed on the Tax Roll; C. The CRA has determined that Project complies with the commitments and with all of the terms and provisions of T:IDEVEI_OPMENT\The Preserve-ComerstoneTreserve D[FAUFA Second Amendment-2010(3).doe 3 this Agreement; D. All requirements as set forth within this Agreement have been complied with by Developer; and E. The CRA has received Project Increment Revenues from such improvements. However, this Agreement and the initial ten (10) year term for each Phase for the Receipt of Pledged Project Increments Revenue shall be automatically extended for an period of time equal to each year that funds are not disbursed to Developer by the CRA for reasons other than the failure of Developer to comply with the Affordable Access Requirements of this Agreement. Section 8.5 is amended to read as follows: 8.5. Notices and other Communications. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other (or any recognized mortgagee), or whenever either of the parties desires to give or serve upon the other any notice, demand, request, consent, approval or other communication with respect hereto or to the Project, each such notice, demand, request, consent, approval or other communication (referred to in this Section 9.4 as a"'Notice") shall be in writing (whether or not so indicated elsewhere in this Agreement) and shall be effective for any purpose only if given or served by (i) certified or registered United States Mail, postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national courier service, addressed as follows: If to Boynton 'Village: Boynton Village, LLC c/o Cornerstone Group Development, LLC Attention: Leon Wolfe 2100 Hollywood Boulevard Hollywood, Florida 33020 With Copies to: Michael Weiner, Esq. Weiner& Lynne, P.A. 10 SE I"Avenue Delray Beach, Florida 33444 Ilio CRA: Boynton Beach Community Redevelopment Agency Lisa Bright, .Executive Director 915 South Federal Highway Baynton Beach, Florida 33435 T:\DEVELOPMFNT\Thc Preserve-cornerstoneTreserve DIFAIDIFA Second Amendment-2010(3).doc 4 With Copies to: James Cherof, Esq. Goren, Cherof, Moody& Ezroi 3099 E. Commercial Blvd. Suite 200 Ft. Lauderdale, FL 33308 IN WI'T'NESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. SIGNATURES ON FOLLOWING PAGE T:IDEVEL0PMENTIThe Preserve-CornerstoneTreserve DIFAIDIFA Second Amendment-2010(3).doc 5 WIT ESSES BOYNT N VILLAGE, LLC By: Print name: Print name: Title: , 4 Date: ib Print name, BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY B ' e Print name: t 'Y y Print n e: ` itle: Chairperson _ e Date: Print name: 11JL*v, T:IDEVEL0PMENT1The Preserve-CornerstoncTreserve D1FAIDIFA Second Amendment-2010(3).doc STATE OF FLORIDA 6W 0 SS: COUNTY OFA, BEFORE ME, an officer duly authorized by "to, drninister a s a d of ;take acknowled mets person lly a ea/6 Uredt NZ�� /�f j /6 Z'L-C and acknowledged under oath that he/she has exe uted the foreg ing Agreement as the proper official of for the use and purposes mentioned herein and that the instrument is the act and deed of . He/she is personally to n- to me or has produco as identification. IN WITNESS F THE FOREG I ha v m hand and official seal at in the State and County aore,9'aid on this ay of 2008. ot�R p e•4, LEYANI ROMAN ,1 my COWSSION#DD 783395 Ota1'y u 1C, StateX1,4 EXPIRES:Ap6i 28,2012 Of FlOrlda at Large TRV,"R; Bw,9dItruBudgstNotary Soly! r My Commission Expires: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized by law to administer oaths and take aowiedgments, personally appeared ^,' �` as gnal yx of BOYNTON BEACH 0 CO MI ITY 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 eed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY/sheis personally known to me?or has produced as identification. IN WITNESS OF THE FOREG G, I hav set my hand and official seal at in the State and County aforesaid on this ay of 1 otary Public, State of Florida at Large My Commission Expires: AMIN THERBA UMFIBACK wy - 01 � bll • Wtv", 5Comm.ftph Jon 11,2014 Comm/ n 0 DD 951135 P;+ 8o Theo National Notary Assn.. TADEVELOPMENT1The Presene-CornerstoneTreserve DIFA\DIFA Second Amendment-2010(3).doc 7 EXHIBIT «C_1" Rental Rate List' 2-Bedroom units: $924.00/month 3- Bedroom units: $1,059.00/month Rental Rates are subject to annual adjustment based upon HUD's annual release of incomes for Palm Beach County. T:IDEVELOPMENTIThe Preserve-CornerstonellTreserve DIFAIDIFA Second Amendment-2010(3).doc $ Exhibit "E" Pledged Project lncrernents Revenue Formula Examples #of Affordable #of Affordable Access Access Rental Units Rental Units Sold Sold and/or Rented %m of Eli ible TIF and/or Rented %of Eligible TIF 3 2% 78 52% 6 4% 81 54% 9 6%© 84 56% 12 8% 87 58% 15 10% 90 60% 18 12% 93 62% 21 14% 96 64%q 24 16% 99 66% 27 18% 102 68% 30 20% 105 70% 33 22%Q 108 72% 36 0.24 111 74% 39 26% 114 76% 42 28% 117 78% 45 30% 120 80% 48 32% 123 82%4 51 34% 126 84% 54 36% 129 86% 57 38% 132 88% 60 40% 135 90% 63 42% 138 92% 66 44% 141 94% 69 46% 144 96% 72 48% 147 98%® 75 50% 150 100% T:IDEVELOPNIENT1The Preserve-CornerstoneTreserve DIFAIDIFA Second Amendment-2010(3).doc 9 Boynton Village, LLC Compliance Audit September 30, 2021 Boynton Village, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1-2 NOTES TO INDEPENDENT AUDITORS' REPORT 3-5 SUPPLEMENTAL SCHEDULES 7-10 KSDT ADVISORY TAX I ASSURANCE CPA INDEPENDENT ToMr. Leon Wolfe, President Boynton Village, LLC 2|00Hollywood Boulevard Hollywood, Fl. 33020 Compliance We have audited the compliance of Boynton \/U|agc, LLC as of September 30, 2021, pursuant to oonnuo0uu] requirements with the Boynton Beach Community F(cdcvc|oprncn1 Agency under Section 5.2 of the Direct Incentive Funding Agreement, as amended (the "A87ccrncn1"). The purpose of this report is to communicate the results of the compliance audit and upp|iouh|c rcoonnnondu1ona, if any, as discussed in the accompanying notes to the independent auditors' report and Schedules Aand B. Management's Responsibility Management is responsible for complying with the Agreement and program requirements with the Direct Incentive Program for Workforce Housing Guidelines (the "Program") approved hvthe Boynton Beach Community Rndnvn|opnunrt Agency; and for the uoouruoy and completeness of the nuunugnnunnt and financial information in conformity with the requirements provided under the AgrnnnunnL whether due tofraud orerror. Auditors' Responsibility Our responsibility is to express an opinion on Boynton Village, LLC's compliance based on our audit pursuant to Section 52ofthe Agreement. We conducted our compliance audit in u000ndunon with gnnnod|y uoonp0ed auditing standards established hythe American Institute of Certified Public Accountants; and under the provisions set forth under the Acrnnnunrt. Those standards require that we plan and perform the audit to obtain rnuoonuh|n uoourunon about whether noncompliance with the compliance requirements referred to above occurred that could have umaterial effect onthe Program. Anaudit includes examining, onutesthuoio, evidnnon about Boynton Village, l.l.Co oonup|iunon with those requirements and performing such other procedures as we considered nnonooury in the circumstances. We hn|invn that our audit provides u rnuoonuh|n huoio for our opinion. Our audit does not provide u|ngu] determination ofBoynton Village, l.l.Cocompliance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropni ate to provide a basis for our audit opinion. M�Wl I 0�� 3(Y_5'670.23 7 10 954A, _570B �,3DS �nole,&amd2|wd8 3mite6U�8 16'�5rnmri.,rcePcr�v.�,rjy | hIimnn[ Rc*�da 1 831�� W- ston. Ror"c�a 1 ��8 KSDT ADVISORY I TAX I ASSURANCE CPA Opinion In our opinion, Boynton Village, LLC complied, in all material respects with the compliance requirements under the Agreement as of September 30, 2021. Other Matters In connection with our compliance audit,nothing came to our attention that caused us to believe that the Company failed to comply with the terms, covenants, provisions, or conditions of the Agreement, insofar as they relate to accounting matters. We were not engaged to, and did not, conduct an examination, the objective of which would be the expression of an opinion on the effectiveness of internal control. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. Report on Supplementary Information Our compliance audit was conducted for the purpose stated above. Schedules A and B are presented for purposes of additional analysis and is not a required part of the compliance audit report. Such information is the responsibility of management and was derived from and relates directlytothe underlying accounting and other records used to prepare the compliance audit report. The information has been subjected to compliance procedures required under section 5.2 of the Agreement and in accordance with auditing standards generally accepted in the United States of America.In our opinion, theinformation presented complies withtheterms,covenants,provisions, or conditions of the Agreement. Restricted Use Relating to the Other Matters The communication related to compliance with the aforementioned Program described in the Other Matters paragraph is intended solely for the information and use of the boards of directors and management of Boynton Village,LLC and Boynton Beach Community Redevelopment Agency and is not intended to be and should not be used by anyone other than these specified parties. July 27, 2022 Kabat, Schertzer,De LaTorre, Taraboulos &Co. Weston, Florida Certified Public Accountants 6 I1-, T1 ?nole;'an4m.:. �V ,#. t �4_ e 610 1 ..>5_.i s r,ir'. ., c,I'+?vw' r"fir ie,I e, Note 1. Background Boynton Beach Community Redevelopment Agenc("CRA") Under Florida law (Chapter 163, Part III), local governments are able to designate selected portions of a City as Community Redevelopment Areas where slum and blight exist. The CRA improves deteriorated areas through revitalization efforts which improves the property values within the designated CRA area and increases property tax revenues. The Boynton Beach Community Redevelopment Agency ("CRA") is responsible for developing and implementing the Community Redevelopment Plans that addresses the unique needs of the targeted area. The funding source for CRA redevelopment initiatives is tax increment financing ("TIF"), a unique tool available to cities and counties for redevelopment activities. It is used to leverage public funds to stimulate redevelopment activity in the targeted area without raising taxes. The dollar value of all real property in the Community Redevelopment Area is determined as of the base year, the year the CRA is established. Taxing authorities, which contribute to the tax increment, continue to receive property tax revenues based on the base year values. Any tax revenues from increases in real property value, referred to as "increment," are deposited into the Community Redevelopment Agency Trust Fund and dedicated to the redevelopment area. Any funds received from a tax increment financing area must be used for specific redevelopment purposes within the targeted area,according to Florida Statutes. The non-exempt ad valorem tax base from the CRA is frozen the year the Community Redevelopment Plan is adopted (July 1 deadline each year). Any increase in taxes goes to the CRA. Tax revenue increases because redevelopment increases the value of the property.Without redevelopment, the tax revenue would continue to decrease as the area becomes more and more blighted. When the Plan has been implemented,the tax base for local government will have been significantly increased. Direct incentive Financing Agreement Boynton Village, LLC (the "Company") is a limited liability company domiciled in the State of Florida in 2004, and was organized primarily for the purpose of developing, selling, and leasing real property in Boynton Beach, Florida. During 2006, the Company entered into a Direct Financing Agreement ("DIFA" or the "Agreement") with the CRA. Under the DIFA, the Company applies to receive TIF funding by complying with the terms, covenants, provisions, and conditions specified under the agreement. These provisions include evaluating prospective purchasers and making determinations whether the purchasers meet the criteria as low-income buyers or renters. The Company is also required to offer reduced rental and sales prices on residential units for qualified purchasers or renters to ensure "affordability"of the units Note 2. Results of the Audit Obeectives Under Section 5.2.2 of the DIFA,the audit objectives are as follows: • "With respect to the Affordable Access Unit component of the Program, the CPA must examine the qualifying income data for every purchaser identified as a qualifying purchaser pursuant to the Affordable Access Unit requirements and must certify: • In writing, the eligibility ofall such qualifying Purchasers under the Program. • The written opinion must include verification of the number of residential units which are owned by qualified purchasers. Developer must provide all necessary documents to conduct the audit including, but not limited to, the executed deeds and closing statements." Findings No findings of noncompliance were noted. Note 3. Qualified Affordable Access Units The Company sold and rented a total of 105 qualified Affordable Access Units as of September 30, 2021, respectively, which for purposes of TIF revenue due to Boynton Village LLC, represents approximately 70.5%of the 100 rental and 49 owner units required under the amended DIFA for the year presented. See Schedule A and discussion below for more details. Affordable Access Units Sold During the Period from December 12, 2006 ("Agreement Date")through September 30, 2015,the Company sold a total of 23 Affordable Access Units to income qualified,eligible purchasers under the agreement. The required disclosures under the DIFA were made on recorded deeds. During the periods from October 1, 2015,through September 30, 2021,the Company recorded no additional sales of Affordable Access Units to qualified purchasers. The Company is not privy to records of purchasers other than those whom contracted with them under the original purchase agreements. Other information obtained by the Company on subsequent transactions including sales, foreclosures, or otherwise transferred property that was originally sold by the Company is insufficient for reporting purposes under the DIFA. Note 3. Qualified Affordable Access Units Affordable Access Units Sold (continued) In response to the 2017 Compliance Audit report dated February 9, 2018, representatives of the Boynton Beach CRA issued a response memo dated May 29, 2018 which asserts that of the 23 original sales to qualified purchasers, only 5 are able to be verified by the Boynton Beach CRA. Schedule A and the determination of the above 70%reflect the 5 sold units which can be verified by the Boynton Beach CRA. Affordable Access Units Rented There are 120 total eligible renters of Affordable Access Rental Units rented by qualified renters under the Agreement at September 30, 2021. In response to the 2017 Compliance Audit report dated February 9, 2018, representatives of the Boynton Beach CRA issued a response memo dated May 29, 2018 which asserts that while Boynton Village LLC rented Affordable Access Units to 114 qualified renters, exceeding the 100 agreed upon requirement for Affordable Access Rental Units 100 Affordable Access Rental Units shall not entitle Boynton Village LLC to additional funding under DIFA Second Amendment Section 5.2.7. Schedule A and the determination of the above 70.5%reflect 100 rented units. Note 4. Project Increment Revenues In order to determine the amount of TIF funding owed to the Company for each year according to the DIFA and Florida Statute, the amount owed to the Redevelopment Trust for the year is determined first. Per Florida Statute (Chapter 163.387 (1)(a)), 95%of City and county ad valorem property taxes assessed on project units' taxable value in excess of base year value are owed to the redevelopment fund. For the first five years presented,the Company is owed 75% of the amount received by the redevelopment fund per DIFA. For the current year, the Company is owed 25% of the amount received by the redevelopment fund per DIFA. Please see Schedule A for detailed calculations. For 2021, the Company is owed $29,222. Payment is due upon acceptance and approval by the Boynton Beach Community Redevelopment Agency. The Company is eligible to apply for such tax increment revenues created from the project annually for a term of ten years,which it anticipates participating in during those years. SUPPLEMENTARY SCHEDULES Boynton Village,LLC Compliance Audit Schedule A September 30, 2021 Calculation of Project increment Revenues Sept. 30, 2021 Taxable Value Qualified Affordable Access Units Sold or Rented at September 30, 2021: Affordable Access Units - Sold to Qualified Purchasers 5 *) $ 2,388,888 Affordable Access Units -Rented to Qualified Renters 100 *) 7,454,800 Other Units: n/a *) 4,954,531 105 $ 14,798,219 Unqualified Units: 44 Total Units Sold: 149 Less: Value of the Project-Base Year 2004 (See DIFA) $ 1,025,000 Net Increase in Value A)$ 13,773,219 Percentage of Qualified Units Sold or Rented to Total Units Sold (rounded- see above) B) X 70.5% Millage Rates: City of Boynton Beach Millage Rate per 1,000 7.8900 Palm Beach County Millage Rate per 1,000 X4.7815 Combined Millage Rate per 1,000 C)X 12.6715 TIF Revenue Created by Project(rounded -D =AxBxC) D) $ 123,042 Calculation of TIF Revenues due to Boynton Village Percentage of TIF Revenue due to redevelopment fund(per Florida Statute 163.187 (1) (a) E)X 95% Amount due to redevelopment fund(rounded -F =DxE) F) $ 116,890 Percentage of TIF Revenue due to developer, Boynton Village, LLC(per DIFA years 1 through 5) G) X 25% Amount due to Boynton Village, LLC(rounded -H=FxG) H) $ 29,222 *) = See attached Schedule B for detail. Please also see Note 3. See accompanying independent auditors'report -7- Boynton Village, LLC Compliance Audit Schedule B September 30, 2021 Boynton Village,LLC Affordable Access Units- Sold to Qualified Purchasers: 2021 Address Building Unit Taxable Value 1990 NE 5TH ST 2 202 $ 152,000 1966 NE 5TH ST 2 206 85,876 1948 NE 5TH ST 2 209 94,000 1942 NE 5TH ST 2 210 67,512 1848 NE 6TH ST 9 904 25,000 1842 NE 6TH ST 9 905 129,000 1824 NE 6TH ST 9 908 125,000 1818 NE 6TH ST 9 909 129,000 1743 NE 6TH ST 12 1205 131,000 1747 NE 6TH ST 12 1206 88,500 1751 NE 6TH ST 12 1207 131,000 1755 NE 6TH ST 12 1208 127,000 1759 NE 6TH ST 12 1209 131,000 1763 NE 6TH ST 12 1210 127,000 1726 NE 6TH ST 13 1304 136,000 1722 NE 6TH ST 13 1305 25,000 1714 NE 6TH ST 13 1307 25,000 1826 NE 5TH ST 1405 14 1405 124,000 1802 NE 5TH ST 1408 14 1408 147,000 1819 NE 5TH ST 15 1503 - 1835 NE 5TH ST 15 1505 131,000 1843 NE 5TH ST 15 1506 127,000 1851 NE 5TH ST 15 1507 131,000 23 $ 2,388,888 Boynton Village,LLC Affordable Access Units- Rented to Qualified Renters: 4 of Units 2021 Address Building in Bldg. Taxable Value 1901 NE 5TH ST 1 14 $ 915,600 2001 NE 5TH ST 3 12 784,800 501 NE 19TH AVE 4 14 915,600 502 NE 19TH AVE 5 14 915,600 2008 NE 6TH ST 6 10 654,000 1900 NE 6TH ST 7 12 784,000 1901 NE 6TH ST 8 14 915,600 1803 NE 6TH ST 10 14 915,600 1748 NE 6TH ST 11 10 654,000 114 $ 7,454,800 See accompanying independent auditors'report -8- Boynton Village,LLC Compliance Audit Schedule B (continued) September 30,2021 Other Units: 2021 Address Taxable Value 1866 NE 6TH ST $ 62,000 1860 NE 6TH ST 62,000 1854 NE 6TH ST 62,000 1836 NE 6TH ST 62,000 1830 NE 6TH ST 62,000 1812 NE 6TH ST 62,000 1806 NE 6TH ST 62,000 1800 NE 6TH ST 62,000 1867 NE 5TH ST 135,000 1875 NE 5TH ST 111,000 1859 NE 5TH ST 127,000 1827 NE 5TH ST 127,000 1803 NE 5TH ST 135,000 1811 NE 5TH ST 111,000 1767 NE 6TH ST 135,000 1771 NE 6TH ST 111,000 1739 NE 6TH ST 68,638 1735 NE 6TH ST 131,000 1727 NE 6TH ST 135,000 1731 NE 6TH ST 111,000 1866 NE 4TH ST - 1810 NE 5TH ST 1407 123,000 1818 NE 5TH ST 1406 95,700 1834 NE 5TH ST 1404 139,000 1842 NE 5TH ST 1403 143,000 1850 NE 5TH ST 1402 147,000 1858 NE 5TH ST 1401 111,000 1702 NE 6TH ST 144,000 1706 NE 6TH ST 120,000 1710 NE 6TH ST 136,000 1718 NE 6TH ST 136,000 1730 NE 6TH ST 140,000 1734 NE 6TH ST 144,000 1738 NE 6TH ST 101,393 1918 NE 5TH ST 96,800 1924 NE 5TH ST 128,000 1930 NE 5TH ST 132,000 1936 NE 5TH ST 148,000 Continued nextpage See accompanying independent auditors'report -9- Boynton Village,LLC Compliance Audit Schedule B (continued) September 30,2021 Other Units (continued): 2021 Address Taxable Value 1954 NE 5TH ST $ 144,000 1960 NE 5TH ST 148,000 1972 NE 5TH ST 148,000 1978 NE 5TH ST 132,000 1984 NE 5TH ST 148,000 1996 NE 5TH ST 116,000 $ 4,954,531 See accompanying independent auditors'report -10- \ x \ CN o .) ^ \ Q- < / \ C) � 2 k \ / * \ \ \ $ E \ / Q J >- R @ @ co q , U � o S Lo S co to o T- T- r m � q C E 0) 1- ± LO r- IN 2 � U CNIto LO IT / 04 b 2 � d o % S N O N M i N 17 � � LL / - II $ / % � $ CD ' & ® C) \ N G O \ _ o 04 CD LL CD III , 04k � � ~ _ @ O 04 ) 0 y ® Cu om % _ Cu _ Q $ LL3 0 E C:) U _ \ @ �_ $ � E E § Cu Cu \ 3 � k \ \ = k / E x E E a) @ CL LO $ m m y + � _� 0 \ = m cn CN m ® % % / E 2 ( � \ y a a / o \ § \ � $ % \ @ _ y E � o $ / E E E CL (D = t o o _ _ CD CD k \ _ - >% § \ k � � \ -o / k / o § / % § ' § o � g \ @ q ƒ CL ƒ CL / 2 + � U / 2@ @ @ 2 c 2 % k 'Z � q o \ $ U .§ - k � - 11 CD 2 A � % � � \ E > .� U. 2 2 2 ƒ 2 2 = > H o / O � u a. � -) � _ ® _ § % 2 2 § 0 @ \ c \ D @ 'o ■ 2 R $ o ® ± q @ @2 E o 2 g 2 / R/ R j & / 3 § § 2 $ $ t Cu Cu = LL 2 - 7 ' ® C: > � > E > 0 � � CD @ � @ a 4-0 o �_ _ @ \ ® - 6 ® ■ 70 > a C31 aL C o m R o S o O « 0 > < > 2 U U I F Q 2 £ « Z I- F- < 00000000 00 c`yi � w40 (04r-- 6 V o00 N COO cU') (D o00 � � 3 00 C� O ti ti N C� co U') O 00 00 O N O O m C9 m N C9 00 1` a a� c� E _ 'x o sz Q � � 619- 619- tQ 00 a � (D (Dtirn Q I-- otiao � o LO � CO P- C9 0 LL p 1` ti 00 N N M Q = U U U U U U U U U J J J J J J J J J O J J J J J J J J J i 0CN 0) 0) 0) 0) 0) 0) 0) 0) _ > » » » » a O a) 0 -000000000 Q m O 0 0 0 0 0 0 0 0 O n. m75; mmmmmmmm E- CO 00 O O T- N N N N CO - U') -- — N N N y O 0 0 0 Lm CO co co U') O N N N CL M O O O O O O Q Q Q LO 0 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.G. SUBJECT: Consideration of Approval for the Lease Extension to Florida Technical Consultants, LLC SUMMARY: On August 9, 2022, the CRA Board approved an extension to Florida Technical Consultants, LLC's (FTC) lease (Attachment 1). The terms agreed upon were as follows: • include a liability waiver • rent terms to remain the same • 30-day notice of termination, either party, no cause • 6-month extension with additional 6-month extension to be brought before the Board for an update regarding the transfer to BB QOZ, LLC (a/k/a The Pierce by Affiliated Development, LLC) Legal has included these terms in the Lease Extension which has been executed by FTC (Attachment 11). CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve and execute the Lease Extension with Florida Technical Consultants, LLC. 2. Do not approve the Lease Extension with Florida Technical Consultants, LLC. 3. Alternative direction to staff and legal counsel upon further discussion. ATTACHMENTS: Description D Attachment I - Minutes D Attachment 11 - FTC Lease Extension Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, August 9, 2022, at 6:00 PM in City Hall, Commission Chambers 100 E. Ocean Avenue, Boynton Beach, Florida Present: Ty Penserga, Chair Thuy Shutt, Executive Director Woodrow Hay Kathryn Rossmell, Legal Counsel Thomas Turkin Aimee Kelley Absent: Angela Cruz, Vice Chair 1. Call to Order Chair Penserga called the meeting to order at 6:01 p.m. 2. Invocation The Invocation by Board Member Board Member Hay. 3. Pledge of Allegiance Board Member Turkin led the Pledge of Allegiance to the Flag. 4. Roll Call Roll call established a quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Board Member Kelley asked to table Item 13E. Chair Penserga requested she table the item when it is heard. Board Member Turkin asked to table item 13B and wanted to add for discussion to direct CRA Staff to amend the CRA plan to be compliant with the City's Land Development Regulations and have a conversation about the CRA plan. He said that he understood it was supposed to change every five years. Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga requested he table the item when it was heard. Chair Penserga and Board Member Hay had no changes. B. Adoption of Agenda Motion Board Member Turkin moved to approve the agenda. Board member Hay seconded the motion. The motion passed unanimously. 6. Legal A. Discussion and Consideration of Steven Grant's Request for Informed Consent from the BBCRA to Represent Various Entities in Pending Matters Before the BBCRA REVISED Kathryn Rossmell, Board Counsel, summarized that Steve Grant was the former Board Chair and Mayor and is now in private practice. She noted that there are a number of ethical rules that govern how he may proceed in matters involving the CRA. She explained that Mr. Grant initially represented a number of clients before the CRA in a discussion capacity, that appeared before the Board at the last meeting, and he has since sent letters requesting informed consent from the CRA and then withdrew his request. She commented that there is a Florida Bar Rule that prohibits a former public officer from acting as an attorney before the Board he previously served on, unless the Board waives informed consent after reviewing of all the facts and decides if representation is appropriate. She explained what is prohibited by Florida Statutes and why Mr. Grant withdrew his request. She stated that Legal staff needs direction. After further discussion, there was agreement to deny giving Informed Consent to Mr. Grant and Attorney Rossmell would bring back policy ideas. Attorney Rossmell stated that her office will contact Mr. Grant and convey the Board's thoughts, and commented that Mr. Grant indicated he reached out for a specific opinion, but her office has not received a copy of said opinion. She noted that there is an interesting opinion that explains in certain circumstances under State Statute representation could occur, but she has not seen a specific opinion on this particular topic. 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Board Members Hay, Kelley and Turkin had no disclosures. 2 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga disclosed that he spoke with Mr. Barton, Kim Kelley and Mr. Weiner related to items 13 A, 12 C and 12 G, respectively. 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. Susan Oyer, 140 SE 27th Way, reminded everyone of the survey that the CRA conducted that said the community's goal is beautification. She asked what the CRA was doing to beautify the district and thought that beautification should be across all districts. She stated that she wanted to see holiday lighting throughout the City. Monica Cleckley, a Board-Certified Family Nurse Practitioner, stated that she was notified about a commercial opportunity for small businesses in the MLK Project, via a flyer, and she was excited to have the opportunity to move into a new space. She explained the difficulty she had with the developer, and expressed that she thought it was a small space for a small business, due to all the extra costs, and that she cannot move into the building even with CRA grants and rental assistance. She stated that as a small business owner trying to expand, she could not move in. Dr. Christopher Glinton, 194 Orange Drive, stated that he is a partner in a business wanting to move into one of the bays in Well's Landing. He advised that they operate Carlton's, which is a family restaurant, and he also was not clear about the beginning pieces of the project. He explained how it has been difficult for small business owners to get started and still having capital for the 15 to 20 jobs they will create. He requested that the CRA review how to assist them to open a business on ancestral lands. Ernest Mignoli, 710 NE 7th Street, Unit 407, stated that due to the CRA and City government, they are in fear they will lose homes the way Surfside did. He commented on the building he lives in. He complained about 132 12th Avenue, which has been declared a chronic nuisance. He spoke about Attorney General Aronberg. Sylvia Gillion, a small business owner transferring her business from Delray Beach to Boynton Beach, agreed with the prior comments about the Well's Landing project. She requested that the CRA consider providing greater assistance with these business build 3 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 m - - - - - outs, because it is supposed to be a redevelopment area. She stated that if they get a loan, the business will have to make a profit. David Katz, 67 Midwood Lane, stated that he wanted to speak to the issue with Mr. Grant. He said that she appreciated Board Members' Hay and Turkin's position, but he suggested falling back on State Statute that prohibits anyone from lobbing for two years. He stated that this would cover the Board. No one else coming forward, Public Comment was closed. 9. CRA Advisory Board A. Pending Assignments 1. Review and Discuss the CRA Funded Current and New Business Promotions and Marketing Events including Strategies to Promote the Marina Thuy Shutt, Executive Director, stated that the Board met last Thursday and recommended approval of the draft budget for Fiscal Year 22/23 as presented. She commented that they also reviewed the business promotions and other events and will come back at a meeting next month, contingent on if the Board wants them to review the second round of funds for the budget. She pointed out they were not given a timeline. There was consensus to give the Board two month's work of research time. B. Reports on Pending Assignments 10. Consent Agenda A. CRA Financial Report Period Ending July 31, 2022 B. Approval of CRA Special Board Meeting Minutes - June 7, 2022 C. Approval of CRA Board Meeting Minutes - June 14, 2022 D. Approval of CRA Board Meeting Minutes - July 12, 2022 E. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $14,479.98 to SimpleWHOA LLC d/b/a Simple'WHOA! Nutrition located in Ocean Palm Plaza at 1550 N. Federal Highway, Unit 12 F. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 to TalentPartners LLC located at 2626 N. Federal Highway 4 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 G. Approval of Commercial Property Improvement Grant Program in the Amount of $18,610.33 to TalentPartners LLC located at 2626 N. Federal Highway H. Approval of Commercial Property Improvement Grant Program in the Amount of $50,000 to Amar Bakery, LLC d/b/a Amar Bakery & Market located in Ocean Palm Plaza at 1600 N. Federal Highway, Unit 14-15 I. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$21,000 to Amar Bakery, LLC d/b/a Amar Bakery & Market located in Ocean Palm Plaza at 1600 N. Federal Highway, Unit 14-15 J. Approval of 90-day Extension for the Commercial Property Improvement Grant for The Coffee and Ale Exchange, LLC d/b/a Bond Street Ale and Coffee Located at 400 N. Federal Highway, Unit 12 K. Approval of a 90-day Extension Request for the Commercial Property Improvement Grant Program for Advantage Physical Therapy LLC d/b/a Apex Network Physical Therapy #39 located at 906 S. Federal Highway, Suite L. Approval of a Waiver for the Commercial Property Improvement Grant Program to JWS Investments Restaurant d/b/a Tropical Island Restaurant located at 126 W. Boynton Beach Boulevard Motion Board Member Kelley moved to approve the Consent Agenda. Board Member Hay seconded the motion. The motion passed unanimously. 11. Pulled Consent Agenda Items None. 12. Old Business A. Consideration and Discussion of Fiscal Year 2022-2023 Project Fund Budget REVISED Vicki Hill, CRA Finance Director, reviewed the project fund worksheet, and stated that Chair Penserga noted the remaining balance was $300k to $400K and now it showed as $191 K. Chair Penserga asked what changed. Ms. Hill responded that they received the bill for the Neighborhood Officer Program (NOP.) She said that in regard to Business Promotions and Events, the rollover changed 5 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 from $175k to $150K, and that staff needs to know where to reallocate funds. She went into detail about funding for each of their projects, and if they have left over money in each of those funds. Board Member Hay asked about beautification. Ms. Shutt explained that the prior Board approved $464K for lighting and streetscape improvements and that project is underway with the City. She went into detail about what was going on with the beautification project. She said that the CRA wants to have an underground power source and they can rent the poles from FPL, but that the City does not want to own the poles and prefers to rent the lighting from FPL. She mentioned that they are also working on E. Ocean Avenue, but as far as putting things on a major thoroughfare, they have to secure the power source and get permissions first. She noted that AT&T and Comcast also use FPL poles, but they will take their equipment off when the lines are underground. She commented that she hopes to have estimates, to have the design contracted through the City's engineering firms for the MILK Beautification project. Brief discussion followed about what the funds for the seven bays on the MILK project could be used for. Ms. Shutt elaborated that staff is recommending that the CRA pay for the architectural and engineering fees to get a building permit as a match. Board Member Turkin stated that he wanted some of the remaining balance to go towards a future grocery store. Chair Penserga agreed that the funds for a future grocery store should be set aside, and noted that another spending priority should be about prospective commercial tenants struggling to be part of the MILK development. He stated that the Board allocated funds for the Cottage District, but Pulte did not need the funds. Ms. Hill noted that this item will come before the Board on September 13th Ms. Shutt stated that there will be some funds left from some events. Board Member Turkin asked if the CRA can assist with parks in the CRA District. Ms. Shutt responded in the past they helped with cost of construction, but it depends on what is decided in the City's Master plan. Board Member Turkin said that he wanted to budget funds for a proposed dog park in District III, perhaps at Jaycee Park. 6 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Board Member Kelley asked for an update on the Pirate Fest, which Ms. Shutt provided. She recommended deferring the event for another year. Board Member Kelley expressed her disappointment that it would not be held and suggested that staff reach out to the performers and vendors and explain what was occurring. She stated that she did not want to lose this event to somewhere else. Board Member Hay agreed it may be better to skip a year and do it right. B. Update to Discussion on Amendment to Exhibit A, Marina Rules and Regulations, of the Dockage Lease Agreement for the Boynton Harbor Marina (TABLED 07/12/2022) Motion Board Member Hay moved to remove the item from the table. Board Member Turkin seconded the motion. The motion passed unanimously. Theresa Utterback, CRA Development Services Manager, stated that they checked with the Lake Park and Riviera Beach Marina's and both have exactly what the Boynton CRA has in their leases. She reported that staff feels comfortable keeping the lease as is. Ms. Shutt stated that they do not have to change the rules, and the report back was that the Marinas were comfortable and there was no need to have a cap on how much people pay to secure their vessels. Ms. Utterback noted that they have never had a problem. C. Discussion and Consideration of Lease Amendment between Boynton Beach CRA and Cafe Barista, Inc. d/b/a Hurricane Alley (TABLED 07/12/2022) Motion Board Member Hay moved to remove from the table. Board Member Kelley seconded the motion. The motion passed unanimously. Ms. Shutt gave a brief overview and stated that Ms. Kelly's lease expires at the end of this month, and that the terms presented were attached, but they do not have all the details. She expressed concern about property taxes and some fees that Ms. Kelly wanted the Board to consider paying, to help offset some burdens on her business. She explained that the lease agreement was with the prior owner, and what was included. She stated that there were two proposals: either do 18 months with no changes, or if Ms. Kelly wanted more time to consult with counsel, they could allow 30 days more, as they do not want Ms. Kelly to be out of compliance with the lease agreement. She said that the Board can look at this as is and allow her to come back when they know what the tax will be. 7 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Ms. Kelly stated that the lease stays the same, but the Board is now the landlord. She mentioned that she wants to continue to pay the rent, and felt that the property tax should be incurred by the CRA, as they own the building. She commented that the building needs upkeep, and it has decreased in value, and she is constantly fixing everything in the restaurant and she thought her proposal was a good compromise. She said that she did not want to pay the property tax for the next two years. She mentioned that she lost revenue, as they lost tenants and customers, and businesses upstairs, and her tax portion was about $6,500 which she paid to the prior owners. Ms. Shutt stated that if the Board wants the CRA to pay all the property taxes, they can revise the language. After discussion, there was agreement to approve Attorney Rossmell's suggestion which was that the Board would draft a one-year lease with a six-month administrative extension that can be signed by Ms. Shutt, and that the lease will allow for termination with cause or for closing, but not for no reason, and that the rent will be amended to pay the base amount which is inclusive of rental and sale tax, but not the property tax. Motion Board Member Turkin moved to approve as stated by Attorney Rossmell. Board Member Hay seconded the motion. The motion passed unanimously. D. Discussion and Consideration of Purchase and Sale Agreement for 1213 NW 4th Street, the Cherry Hill Mart Ms. Shutt advised that the Board had previously indicated that they needed the result of the Special Magistrate meeting, but the item was postponed in July. She reviewed the options as contained in the agenda item, which involved a Purchase and Sale Agreement with the property owner. She said that the agreement would allow the CRA to buy the property at $400K which is $90K above the appraised value without the current tenant. She explained the tenant's right of first refusal and the eviction process. She stated that the CRA gave the owner six months to resolve the issue, but the CRA will not purchase the property with the tenant on the premises. Attorney Rossmell clarified that the closing date is automatically extended until they get a final judgement of eviction up to six months, and then if the seller can not clear the tenant by six months, the CRA would receive all deposits back. She stated that currently the closing date is set for August, and will be moved back to September and the six- month's time will commence from there. Board Member Kelley noted that there was an amended notice issued July 28th and they gave until August 16th for the owners to comply. She asked if anything has been done to- date or if there is an attempt being made to comply, because staff did not know it's current disposition. 8 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga wanted to move forward with the acquisition. He said that there was consensus on the Purchase and Sale agreement and the closing date will be amended to September. Chair Penserga opened Public Comment. Ernest Mignoli, 710 NE 7th Street, stated that he follows these items, and a lot of businesses in Boynton Beach are plagued with serious crimes and Covid. He stated that he found a ceremonial gun cartridge in a park and the Police disposed of it without paperwork. He commented that what the CRA is saying about the area being safe, is untrue. Susan Oyer, 140 SE 27th Way, stated that she liked what was being done in the Heart of Boynton. She commented that the Hurricane Alley building is 96 years old and is the oldest commercial building in Boynton Beach. She stated that she hoped before it is demolished, there would be a ceremony. No one else coming forward, Public Comment was closed. Motion Board Member Kelley moved to approve the Purchase and Sale Agreement with the closing date amended to September. Board Member Turkin seconded the motion. The motion passed unanimously. E. Discussion and Consideration of Revisions to the Economic Development Grant Program Guidelines and Applications for FY 2022-2023 Bonnie Nicklien, Grants and Project Manager, stated that they have two grant programs for new CRA District businesses: a 50% matching reimbursement grant for eligible project costs; and a rental assistance program to provide rental assistance for the first year. She said that this is in keeping with the CRA's plan to activate vacant commercial space, assist businesses and create jobs and a vibrant downtown. She explained what Staff is doing to prepare, and what they requested to have changed. She noted that permit fees are an eligible reimbursement expense when included as part of a contractor's quote or invoice. Chair Penserga opened Public Comment. Elizabeth Roque, Centennial Management, stated that the lease for Well's Landing did include what the requirements were, which was gray scale space and what they were responsible for, but thought perhaps they did not describe what that entailed and the cost they would incur. She apologized, and requested they not give up. She said that she thought it would be made to,work and whatever help that the CRA could give to assist tenants would be appreciated. 9 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Monica Cleckley stated that Ms. Nicklien has been amazing. She announced that she was the benefactor of the Rent Reimbursement Grant, and it helped her during the middle of the pandemic. She thanked Ms. Nicklien and the Board. No one else coming forward, Public Comments was closed. Motion Board member Turkin moved to approve 12 E. Board Member Hay seconded the motion. The motion passed unanimously. F. Discussion and Consideration of the Commercial Rent Grant Program Reimbursement Extension Guidelines and Applications for FY 2020-2021 Ms. Nicklein reviewed this item and stated that the Board previously decided to keep this as a 12-month program. She stated that in 2021, the Board approved 16 businesses, and three businesses applied for extensions and received them. Chair Penserga stated that he was fine with allowing the remaining six businesses to receive an extension, but no one thereafter. The rest of the Board agreed. G. Discussion and Consideration of a Draft RFP/RFQ for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard Tim Tack, Assistant CRA Director, reviewed the history of the property as contained on the agenda item. He said that the Board was directed to draft an RFP/RFQ in response to a Letter of Intent from the Post Office with a development timeline. He stated that the Postal Service is currently working on final design documents, and if issued, it would come back to the Board at the September 13th meeting. Chair Penserga opened floor for Public Comment. No one coming forward, Public Comment was closed. Motion Board Member Hay moved to proceed to publish. Board Member Kelley seconded the motion. The motion passed unanimously. 13. New Business A. Discussion and Consideration of Florida Technical Consultants, LLC Lease Extension 10 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Ms. Shutt reviewed the item and stated that Mr. Barton is requesting the same terms as was given to Hurricane Alley. She stated that it really could not be accommodated, but that staff will work with them to find a temporary place in the CRA District, so that he can take advantage of the CRA's grant program. James Barton, 533 E Ocean, stated that they are looking for a new space and hoped to stay as long as Ms. Kelly was there. He noted that the building is being maintained for the restaurant, and there was an issue with liability regarding a second method of egress, which has been alleviated. He said that they have approached Affiliated, regarding extending the lease with them and they agreed. He mentioned that they would like to remain inside if they can extend. Chair Penserga noted that staff recommended a four-month extension, but asked why they cannot stay until Hurricane Alley leaves. Ms. Shutt stated that there are some issues, and there is liability, as the office does not open to egress on the back. She said that Ms. Kelly's office has a direct staircase that goes directly out and Mr. Barton's office does not. Board Member Kelley deferred to her colleagues. Board Member Turkin thought the Board should treat Mr. Barton the same way as Ms. Kelly. Ms. Shutt explained how Ms. Kelly's agreement with Affiliated differed with Mr. Barton's situation. Board Member Hay supported allowing the extension until the building is demolished, and at that point, Mr. Barton must exit. Ms. Shutt commented that it could be a year or more. Mr. Barton stated he would release the CRA from any liability. Attorney Rossmell explained that whatever agreement is signed, the CRA must be able to terminate with a certain number of days' notice, or as necessary, to effectuate the closing. She said that she spoke with Affiliated and they are amenable to having tenants go past closing, as long as they give prior written approval to that amendment and the amendment allows for 30 days termination. She commented that any agreement crafted would allow Mr. Barton to stay past any closing, and would have to have the 30-day termination language and that Affiliated should sign off before the CRA could sign. She said that from a liability perspective, they could draft an extensive waiver and deliver they are accepting the property as is. Mr. Barton agreed with the 30-day notice of termination for any reason. 11 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Attorney Rossmell advised that she will draft an extension, and the Board will need to obtain Affiliate's prior written approval, if it will go past the closing date. Chair Penserga summarized that there will be a waiver of liability, a 30-day notice of termination and there can be an extension up until Affiliated takes over, in order to proceed with demolition of the property. Brief discussion followed about allowing a six-month extension with one six-month extension and they will still have the 30-day notice of termination. There was consensus for the language to come back to the Board at the next meeting. B. Discussion and Consideration of PBSO and the Fuel Discount for the Boynton Harbor Marina REVISED Motion Board Member Turkin moved to table this item. Board Member Hay seconded the motion. The motion passed unanimously. C. Consideration of Registration and Travel Expenses to Attend the International Economic Development Council Conference on September 18 - 21, 2022 in Oklahoma City, Oklahoma Ms. Shutt announced that the Board may receive an award in some categories at this Conference. She said that the item was submitted to determine if the Board would like to have a representative in attendance. She commented that she would like to attend. Board Member Kelley requested that they open a spot for an additional staff member to go, if possible, as they put in the work and deserve the bulk of the credit. She stated that she would relinquish her spot for a staff member to attend. Board Member Hay offered to attend. There was consensus to do to send representatives as discussed. D. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2022 Annual Conference on October 12-14 in Daytona Beach Chair Penserga reviewed this item and stated that he highly recommended going to this conference. He said that typically they budget for all the Board Members to attend and the event is handled on a reimbursement basis. He stated that if there is a spot available, he recommends that they extend an invitation to a CRA Advisory Board Members. 12 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Board Member Kelley stated that she attended last year and advised it was a crash course learning experience and she learned a lot of valuable information. Board Member Turkin advised that he will attend. Chair Penserga opened the floor for Public Comment. Ms. Oyer, 140 SE 27th Way, asked how much the conference in Oklahoma would cost per person and learned that the registration was $900. Ms. Shutt commented that staff were looking to see if they could attend for one day. She explained the travel expenses. Ms. Oyer commented that this is an exceptional amount of money spent and they would spend a minimum of $1,100. She thought one person should go and questioned if the award was worth $1,300 or$1,400 and if they could be mail the award. She said that she was fine with the conference held in Florida as it is educational. She commented that the funds are tax dollars and the Board should limit how much they are spending on these events. No one else coming forward, Public Comment was closed. E. CRA Board Discussion and Consideration of Executive Director's Annual Performance Review for FY 2022-2023 Motion Board Member Kelley moved to table item 13 E. Board Member Hay seconded the motion. Ms. Shutt said that she was fine with delaying the contract. Chair Penserga stated that the review period is August to August and they have three new Board Members that were not on the Board during that time, so they could not really evaluate her prior performance. He mentioned that in the future, they should work something out. Attorney Rossmell stated they can add language to say sometime before August and give it flexibility. Vote The motion passed unanimously. 14. CRA Projects in Progress 13 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga inquired if the Board wanted a presentation on any of the below items. Board Member Hay requested a presentation on Item 14 D. A. CRA Economic & Business Development Grant Program Update B. Boynton Beach Night Market Recap Board Member Turkin announced that he went to the Night Market and it was a great event. Amanda Meyer, Business Promotions and Event Coordinator, reviewed this item. Chair Penserga thanked her and her team. C. Social Media & Print Marketing Update D. MLK Jr. Boulevard Corridor Mixed-Use Project (d/b/a Heart of Boynton Village Apartments) Update Mr. Tack gave an update and stated that the timeframe for the development is on schedule. Board Member Hay stated he was very excited about the progress. He asked if there were any issues. Mr. Tack noted that there is a Comcast utility pole they are working around, but it will soon impact their progress. He said that he is trying to expedite its removal. 15. Future Agenda Items A. Semi-Annual Progress Report - MLK Jr. Boulevard Corridor Mixed Use Project (dba Heart of Boynton Village Apartments LLC) B. Semi-Annual Progress Report - MLK Jr. Boulevard Corridor Mixed Use Project (aka Heart of Boynton Village Shops) C. Discussion and Consideration of Purchase and Development Agreement with Pulte Home Company, LLC for the Cottage District Infill Housing Redevelopment Project D. Discussion and Consideration of.Purchase of Vacant Lot Located at NW 2nd Street from Boca Regional Hospital 14 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 16. Adjournment Motion There being no further business to discuss, Board Member Turkin moved to adjourn. Board Member Hay seconded the motion. The motion passed unanimously. The meeting was adjourned at 8:42 p.m. Catherine Cherry ' Minutes Specialist 15 Third Lease Extension Agreement August , 2022 The Boynton Beach Community Redevelopment Agency ("Landlord") and Florida Technical Consultants, LLC, a Florida limited liability company ("Tenant") hereby agree to extend that certain lease dated 1511 day of October, 2017, as amended ("Lease"), on said premises known as 533 E. Ocean Avenue, #2 and #3, Boynton Beach, FL 33435. For good consideration Landlord and Tenant agree to extend the said Lease for a period of six (6) months, starting on the 151h day of October, 2022, and terminating on the 141h day of April, 2023 (the "lease extension period"). The Parties reserve the right, in their sole and absolute discretion, to terminate the Lease for any reason upon providing thirty (30) days written notice to the other Party. During the lease extension period, Tenant agrees to pay rent in the amount of One Thousand Three Hundred Forty and 00/100 Dollars ($1,340.00) per month. Tenant, by executing below, accepts the condition of the Property in its current condition and saves, defends, and holds Landlord harmless from any and all liability, direct or indirect, resulting from Tenant's use of the Property for the term stated herein. Providing Tenant is not in default under the Lease, Tenant shall have the right to request an additional six (6) month extension, the approval or denial of which shall be in Landlord's sole and absolute discretion. This Agreement shall be binding and shall insure the benefits of the parties, their successors, assigns, personal agents and managing members. All other terms and conditions of the Lease remain unchanged and in full force and effect. Landlord: Date: Tenant: Date: 8/22/2022 01792252-2 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.H. SUBJECT: Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2022 Annual Conference on October 12-14 in Daytona Beach SUMMARY: CRA Board Attendance: The Florida Redevelopment Association (FRA) is our agency's statewide professional organization operating under the Florida League of Cities. This year's annual conference will be held on October 12-14, 2022, at the Hilton Daytona Beach Oceanfront Resort in Daytona. The conference provides valuable information to staff and board members on CRA related issues, best practices, programs and legislative updates. The registration information and conference program is found on the FRA's website: https://redeveIopment.net/2022-annual-conference/. The 2021-2022 Fiscal Year Budget was approved with available funding for all five members of the CRA Board to attend the FRA Conference. The CRA would provide reimbursement to the Board Members after the conference for eligible expenses for the conference registration, hotel, mileage and per diem for meals not included at the conference. CRAAdvisory Board Member Attendance Policy: The CRA Board established a policy during Fiscal Year 2016-2017 that if all of the CRA Board members cannot attend, up to two members of the CRAB are permitted to attend the FRA Annual Conference per fiscal year and the CRA will only reimburse the cost of the conference registration fee and hotel. FISCAL IMPACT: FY 2021-2022 Budget, General Fund, Line Item 01-51010-225: $10,000 available. CRAAB RECOMMENDATION: In anticipation of the opportunity that may be provided by the CRA Board, the CRAB has nominated two attendees, Ms. Naomi Watts and Mr. Pernell Davis, with Mr. Joe Josemond as an alternate, to attend the 2022 FRA Annual Conference at their September 1, 2022 meeting. Final approval for attendance and travel is pending the CRA Board approval at their September 13, 2022 meeting. CRA BOARD OPTIONS: To be determined based on Board discussion. i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.1. SUBJECT: Consideration and Approval of a Purchase and Sale Agreement with Boca Raton Regional Hospital, I nc. for a Vacant Lot located on NW 2nd Street SUMMARY: On July 12, 2022, the CRA Board directed CRA Staff to offer the appraised value of $28,000 to the Boca Raton Regional Hospital, Inc. for a vacant lot they own on NW 2nd Street (see Attachments 1, 11 & 111). CRA Staff provided the offer to the Boca Raton Regional Hospital, Inc.'s Real Estate Transaction Manager. Boca Raton Regional Hospital, Inc. replied with a counteroffer of $35,000 (see Attachment IV). FISCAL IMPACT: FY 2021-2022 Budget, Project Fund, Line Item 02-58200-401, $28,000. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan - Boynton Beach Boulevard District CRA BOARD OPTIONS: 1. Approve the counteroffer from Boca Regional Hospital, Inc. for the vacant lot located on NW 2nd Street in the amount of $35,000. 2. Do not approve the counteroffer from Boca Regional Hospital, Inc. for the vacant lot located on NW 2nd Street in the amount of$35,000. 3. Provide alternative direction to CRA Staff ATTACHMENTS: Description D Attachment I -7/12/22 CRAM inutes D Attachment II -Appraisal Report for Vacant Lot on NW 2nd Street D Attachment III - Location Map D Attachment IV -Counteroffer Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Chair Penserga stated that he preferred acquisition for grocery store. Board Member Hay recalled discussing lighting on MLK Boulevard. Ms. Shutt replied that they are working on the streetscape project, and they could try to work on activation, but poles are needed. Mr. Tack explained the process and said that they would have to get power to the poles, which would require agreements with the utility owner and separate agreements with those companies, because the City does not own the poles. Board Member Kelley said that she liked setting aside the funds for a grocery store and requested this item stay on the radar. Chair Penserga opened Public Audience. Ernest Mignoli, 710 NE 7t" Street Unit 407, stated that he did research on Board Members and especially the City Attorney. Chair Penserga warned Mr Mignoli to stay on topic. Mr. Mignoli stated that the reason this Board has issues is because of how they spend their money. He requested an audit and he verbally attacked Board Member Kelley. Chair Penserga requested Mr. Mignoli be removed from the Chamber and the Police escorted him out. He closed Public Audience. B. Discussion and Consideration of Lease Amendment between Boynton Beach CRA and Cafe Barista, Inc. d/b/a Hurricane Alley C. Discussion and Consideration of Purchase of Vacant Lot Located at NW 2nd Street from Boca Regional Hospital Ms. Shutt noted that they were looking at other properties on the west side of Boynton Beach Boulevard, as they become available for redevelopment. She advised that this property has potential on the corridor and staff sought direction. She said that the appraisal stated the value was $28K, but since it is not listed for sale, the owner wanted $40K. Vice Chair Cruz suggested that the Board be mindful of the market. She thought that there may be a potential recession and did not think that it was the best time to buy property, as it could be valued for less in the future. Board Member Hay stated that he did not think this property was overpriced and they should move forward with acquisition. 15 Meeting Minutes CRA Board Boynton Beach, Florida July 12, 2022 Board Member Turkin thought that it was a good parcel and thought they should wait a bit or offer a little less. He said that he did not want to pay $40K and he did not think they should approach the owner, and they should agree on a happy median. Ms. Shutt explained that both parcels are buildable lots, and the CRA plan has potential for commercial development and they normally purchase properties along priority areas or adjacent to CRA owned properties. She explained their process of acquiring land. (Vice Chair Cruz left the dais at 10:20 p.m.) Board Member Kelley was not comfortable moving forward with buying this small lot if the adjacent lot could be purchased by someone else. (Vice Chair Cruz returned to the dais at 10:23 p.m.) After brief discussion, there was consensus to move forward with acquiring the parcel for $28K Motion Board Member Turkin moved to offer up to $28K. Board Member Hay seconded the motion . The motion passed unanimously. 15. CRA Projects in Progress Chair Penserga asked what items the Board wanted to review. Ms. Shutt stated that staff could email the information to the members. Board Member Turkin stated that he drove by the MLK Corridor and was happy with the progress. A. CRA Economic & Business Development Grant Program Update B. Rock the Marina & Lionfish Derby Recap C. Social Media & Print Marketing Update D. Social Media Outreach Program 3rd Quarterly Report (April-June 2022) E. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) Update 16. Future Agenda Items A. Semi-Annual Progress Report- MLK Jr. Boulevard Corridor Mixed Use Project (dba Heart of Boynton Village Apartments LLC) 16 APPRAISAL REPORT VACANT LOT-RESIDENTIAL 310 NORTHWEST 2 STREET BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue Boynton Beach, FL 33435 May 24, 2022 Vance Real Estate Service sf, May 24,2022 t`,'ic'{{ti{cif{�i`°t {ittt`'{tistV� Boynton Beach Community Redevelopment Agency Js�f� 100 E. Ocean Avenue ' Boynton Beach, FL 33435 - i i RE: Vacant lot-residential, 310 Northwest 2 Street, Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of May 24, 2022. The report sets forth our value conclusion, along with data and reasoning supporting our opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2022). This report is for exclusive use of the client for possible acquisition of the appraised property. ! Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of the market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. TWENTY-EIGHT THOUSAND DOLLARS $28,000 I (THIS LETTER MUST REMAINATTACHED TO THE REPORT WTH SIXTY-NINE(69)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- TABLE OF CONTENTS Pate Number Title Page i Letter of Transmittal ii Table of Contents iii INTRODUCTION 4 Photos of the Subject sect Property 5 Zoning Map 7 CRA District Aerial View 8 1-3-5 Mile Location Map 9 1-3-5 Mile Demographics 10 Summary of Important Facts and Conclusions 12 DESCRIPTIONS ANALYSES & CONCLUSIONS 13 Identity of Client and Intended User 14 Intended Use 14 Identification of Real Estate Appraised 14 Ownership 14 Property Address 14 Legal Description 14 Real Estate Tax Analysis 15 Market Area Description 16 Zoning 22 Site Description 23 Real Property Interest Appraised 24 Appraisal Purpose and Definition of Market Value 24 Effective Dates of the Appraisal and Report 25 Scope of the Work 25 Summary of Information Considered 26 Property History 27 Highest and Best Use 27 SALES COMPARISON APPROACH-LAND VALUATION 30 Land Sales es map 31 Land Sales documentation 32 Land Sales Comparison & Adjustment Chart 42 Valuation by the Sales Comparison Approach 43 FINAL VALUE OPINION 47 Certification and Limiting Conditions 48 ADDENDA 50 Acquiring deed 51 Zoning ordinance for"R-1-A" district 53 USPAP Standards Rule 2-2a 57 Qualifications of the Appraisers 61 INTRODUCTION fi k { I, x Sy pp r, y € I�1 { I tr Ln cn M cn W 0 LLI F- il`l Q N LL [t "{ z Q 3: V Z b () F— m r c cn m cs Fk aga4 �r {? 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M1 4 1 1 briny Breezes a 811'aam viftg0%pf Delray Bea, ja 1-3-5 MILES FROM THE VALUED VACANT LOT 310 NW 2nd STREET BOYNTON BEACH, FLORIDA 33435 9 • Gesn" . 310 NW 2nd St, Boynton Beach, Florida, 33435 Prepared by Esri Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Population 2000 Population 14,866 74,256 167,490 2010 Population 15,087 83,238 187,970 2021 Population 16,896 92,388 207,216 2026 Population 18,442 98,879 219,283 2000-2010 Annual Rate 0.15% 1.15% 1.16% 2010-2021 Annual Rate 1.01% 0.93% 0.87% 2021-2026 Annual Rate 1.77% 1.37% 1.14% 2021 Male Population 48.5% 47.6% 47.6% 2021 Female Population 51.5% 52.4% 52.4% 2021 Median Age 39.2 46.1 48.2 In the identified area, the current year population is 207,216. In 2010, the Census count in the area was 187,970. The rate of change since 2010 was 0.87% annually.The five-year projection for the population in the area is 219,283 representing a change of 1.14% annually from 2021 to 2026. Currently, the population is 47.6% male and 52.4%female. Median Age The median age in this area is 39.2, compared to U.S. median age of 38.5. Race and!Ethnicity 2021 White Alone 40.1% 60.6% 64.2% 2021 Black Alone 51.9% 30.3% 26.3% 2021 American Indian/Alaska Native Alone 0.3% 0.3% 0.3% 2021 Asian Alone 1.1% 2.1% 2.4% 2021 Pacific Islander Alone 0.0% 0.0% 0.0% 2021 Other Race 3.8% 3.8% 4.0% 2021 Two or More Races 2.7% 2.8% 2.7% 2021 Hispanic Origin (Any Race) 16.0% 18.4% 18.7% Persons of Hispanic origin represent 18.7% of the population in the identified area compared to 18.9% of the U.S. population. Persons of Hispanic Origin may be of any race.The Diversity Index, which measures the probability that two people from the same area will be from different race/ethnic groups, is 66.4 in the identified area, compared to 65.4 for the U.S. as a whole. Households 2021 Wealth Index 54 90 107 2000 Households 5,481 32,858 73,235 2010 Households 5,435 36,157 80,971 2021 Total Households 6,151 40,062 88,864 2026 Total Households 6,785 42,913 93,988 2000-2010 Annual Rate -0.08% 0.96% 1.01% 2010-2021 Annual Rate 1.11% 0.92% 0.83% 2021-2026 Annual Rate 1.98% 1.38% 1.13% 2021 Average Household Size 2.73 2.28 2.31 The household count in this area has changed from 80,971 in 2010 to 88,864 in the current year, a change of 0.83% annually. The five-year projection of households is 93,988, a change of 1.13% annually from the current year total. Average household size is currently 2.31, compared to 2.30 in the year 2010.The number of families in the current year is 51,403 in the specified area. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2021 and 2026. Esri converted Census 2000 data into 2010 geography. May 28, 2022 10 • Gesn" . 310 NW 2nd St, Boynton Beach, Florida, 33435 Prepared by Esri Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Mortgage';Income 2021 Percent of Income for Mortgage 21.4% 19.6% 19.7% Median Household Income 2021 Median Household Income $50,691 $57,578 $61,399 2026 Median Household Income $55,124 $64,969 $70,537 2021-2026 Annual Rate 1.69% 2.44% 2.81% Average Household Income 2021 Average Household Income $64,792 $81,430 $88,784 2026 Average Household Income $75,012 $93,123 $101,637 2021-2026 Annual Rate 2.97% 2.72% 2.74% Per Capita Income 2021 Per Capita Income $24,365 $35,457 $38,130 2026 Per Capita Income $28,473 $40,576 $43,620 2021-2026 Annual Rate 3.17% 2.73% 2.73% Households by Income Current median household income is$61,399 in the area, compared to $64,730 for all U.S. households. Median household income is projected to be $70,537 in five years, compared to $72,932 for all U.S. households Current average household income is$88,784 in this area, compared to $90,054 for all U.S. households. Average household income is projected to be $101,637 in five years, compared to $103,679 for all U.S. households Current per capita income is $38,130 in the area, compared to the U.S. per capita income of$34,136. The per capita income is projected to be $43,620 in five years, compared to $39,378 for all U.S. households Housing 2021 Housing Affordability Index 110 117 115 2000 Total Housing Units 6,202 39,527 86,975 2000 Owner Occupied Housing Units 3,496 24,280 56,248 2000 Renter Occupied Housing Units 1,984 8,578 16,986 2000 Vacant Housing Units 722 6,669 13,741 2010 Total Housing Units 6,643 46,014 100,227 2010 Owner Occupied Housing Units 3,204 24,060 57,942 2010 Renter Occupied Housing Units 2,231 12,097 23,029 2010 Vacant Housing Units 1,208 9,857 19,256 2021 Total Housing Units 7,446 49,720 107,606 2021 Owner Occupied Housing Units 3,407 24,465 59,225 2021 Renter Occupied Housing Units 2,744 15,597 29,639 2021 Vacant Housing Units 1,295 9,658 18,742 2026 Total Housing Units 8,090 52,781 112,972 2026 Owner Occupied Housing Units 3,564 25,699 62,038 2026 Renter Occupied Housing Units 3,221 17,214 31,950 2026 Vacant Housing Units 1,305 9,868 18,984 Currently, 55.0% of the 107,606 housing units in the area are owner occupied; 27.5%, renter occupied; and 17.4% are vacant. Currently, in the U.S., 57.3% of the housing units in the area are owner occupied; 31.2% are renter occupied; and 11.5% are vacant. In 2010, there were 100,227 housing units in the area - 57.8% owner occupied, 23.0% renter occupied, and 19.2% vacant. The annual rate of change in housing units since 2010 is 3.21%. Median home value in the area is$289,031, compared to a median home value of$264,021 for the U.S. In five years, median value is projected to change by 2.38% annually to$325,070. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2021 and 2026. Esri converted Census 2000 data into 2010 geography. May 28, 2022 11 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: Vacant lot 310 Northwest 2 Street Boynton Beach, FL 33435 OWNERSHIP: Boca Raton Regional Hospital Inc. 800 Meadows Road Boca Raton, FL 33486-2304 LAND AREA: Approximately 2,500 square feet or 0.0574 of an acre. Size is from public records. No sketch of survey is available for review. BUILDING IMPROVEMENTS: No structural improvements on the lot CURRENT ZONING: "R-1-A", Single Family Residential District in the city of Boynton Beach (6 dwelling units/acre) LAND USE: "LDR", Low Density Residential (7.5 dwelling units/acre) CRA DISTRICT: Boynton Beach Boulevard District APPRAISAL PURPOSE: To develop an opinion of market value INTEREST APPRAISED: Fee simple CURRENT USE: Vacant HIGHEST AND BEST USE: One single-family dwelling. There is a reasonable probability that the subject parcel can be improved with one single-family dwelling, even though its size is substandard, since it is only four lots to the south of the Heart of Boynton CRA district where parcels that are zoned "R-1-A" are permitted to be improved with one single family dwelling if the parcel existed as of April 1, 2020. The appraised parcel did exist prior to that date. However, city officials make the determination if a parcel can be improved and with what use. VALUE BY THE SALES COMPARISON APPROACH: 2,500 square feet x $11.06 per square foot(rounded to) = 28 000 TWENTY-EIGHT THOUSAND DOLLARS VALUATION DATE: May 24, 2022 Exposure Time: 6 months prior to selling at the appraised value. Marketing Time: 6 months immediately following the effective date of appraisal during which time the subject property should sell at the appraised value. 12 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2020 - 2022) 2-2(a)(i) State the identity of the client; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)(ii) State the identity of any other intended users by name or type; None 2-2(a)(iii) State the intended use of the appraisal; The intended use of the appraisal is for possible acquisition of the appraised property. 2-2(a)(iv) Contain information, documentation, and/or exhibits sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; Owner: Boca Raton Regional Hospital Inc. 800 Meadows Road Boca Raton, FL 33486-2304 Property Address: 310 Northwest 2 Street(for use in this appraisal) Boynton Beach, FL 33435 Legal Description: South 25 feet of Lot 177, Block "A", BOYNTON HILLS, Plat Book 4, page 51, Palm Beach County, FL 14 APPRAISAL REPORT (continued) Census Tract No. 61 Real Estate Tax: Parcel Control Number: 08 43 45 2107 001 1771 Land Value: $40,000 Improvement Value: - 0 - Total 0 - Total Value: $40,000 Assessed Value: $14,148 Exemption Amount: -0- Taxable Value: $14,148 Ad Valorem Tax: $ 478 Non Ad Valorem Tax: - 0 - Total 0 - Total Tax: $ 478 Real estate tax for 2021 was paid, with no outstanding tax for previous years. The property has not sold for many years; therefore, the Palm Beach County Property Appraiser has not re-valued the property for tax purposes. Properties are assessed in arrears by the county property appraiser. The tax bill is issued in November and a 4% discount is given to a tax payer if the amount is paid in November. The discount diminishes until March, when the tax is due and payable. In Florida, the taxable value for non-homesteaded properties can be increased to a maximum of 10% per year, from tax year 2009 going forward, based on a constitutional amendment voted on by the electorate of the state. There are some exceptions which relate to school taxing districts. However, the millage of the city can increase; thus, real estate taxes can continue to increase from year to year. 15 APPRAISAL REPORT (continued) The county property appraiser valued the land concerned as a whole lot, when it is only the south 25 feet of Lot 177. However, the assessed value is lower than the market value due to the value only being able to be increased by 10% per year. The assessed value is low and the real estate tax is low; thus, filing a tax appeal is superfluous. Market Area Description: Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern-central Palm Beach County. Population of the city is about 79,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Those few which were constructed in the early 1920s that are still in use have had repairs and replacements over the decades changing their historical significance. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the town as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. Freight trains still run through the subject market area on the FEC tracts. 16 APPRAISAL REPORT (continued) Higher speed, passenger Brightline train runs along the FEC tract, but does not stop in Boynton Beach. There are three depots with one in downtown Miami, one in downtown Fort Lauderdale and the third in downtown West Palm Beach. Boca Raton, Palm Beach County, and Aventura and the Port of Miami, Miami-Dade County will be the next depots. In the future, there may be commuter rail service along the FEC tracks with a station in downtown Boynton Beach; however, no plans have been announced. The immediate subject market area is the north part of the Boynton Beach Boulevard district and the Heart of Boynton (HOB) district. Since the appraised property being a single family zoned parcel, it more identifies with the HOB district. Boynton Beach Boulevard district concentrates on the development of that main road with larger mixed-use projects. The HOB contains 380 acres and is the historic, older part of the CRA, with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. The appraised property is only four lots south of this southern line. The CRA put funds and concentrated effort into revitalizing the HOB with new housing options, places of business and upgraded streetscapes. The CRA purchased numerous smaller properties to assemble larger sites for redevelopment of mixed use projects. Boynton Beach Boulevard is the principal east-west artery in city, having interchanges with Interstate 95 and Florida's Turnpike. Boynton Beach Boulevard commences in the east at US Highway 1, just to the east of the FEC Railroad. The boulevard continues west through Palm Beach County to its terminus at State Road 7/ U S Highway 441. Boynton Beach Boulevard streetscape project is underway with the wider sidewalks, landscaping, lighting, et cetera. US Highway 1, also known as Federal Highway, is the main north-south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Heavily trafficked Federal Highway is a catalyst to redevelopment of the general market area, with over 2,300 residential dwelling units in five projects either built or planned. Highway beautification projects enhanced the aesthetics of the market area. Individual properties on the east and west side of the highway have shallow depths, inhibiting redevelopment of the sites with larger commercial projects. Assemblages of adjacent properties and rezoning to mixed use will continue to facilitate revitalization of the subject market area. 17 APPRAISAL REPORT (continued) Seacrest Boulevard is a main north-south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east-west thoroughfare through the Heart of Boynton. The market area is easily accessible by main roads and Interstate 95. Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi-family dwellings, a few apartment buildings and places of worship. As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid-twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Projects completed in the Heart of Boynton are: • Seacrest Boulevard Streetscape • Carolyn Sims Center • Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard and on NW 11 Avenue, west of Seacrest Boulevard Projects in progress are: • Higher density residential buildings and commercial buildings on Martin Luther King, Jr. Boulevard • Redevelopment of the Public Works site • Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad • Enhancements to Sara Sims Park including landscaping, pavilions, picnic facilities, lighting and security. Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2021 in the one-mile radius is $50,691 for three miles it is $57,578, and $61,399 for the five mile circle. The median household income for Palm Beach County is $63,300. 18 APPRAISAL REPORT (continued) In the one-mile circle, population is 16,896. In three miles, population increases to 92,388; at five miles, it is 207,216. However, about one-third of the three and five mile circles are over the Atlantic Ocean and waterways. Annual growth rate is anticipated to be 1.14% to 1.77% in the three circles during the next five years as the economy and job market are strong in South Florida, and new multi-family residential complexes are completed. 55% of the housing units are owner occupied, with 28% rented. The percentage of renters is higher in this market because many of the single family houses are owned by investors who purchased them to lease after the economic crash in 2008. Vacancy is reported to be 17%; however, this rate seems higher than actual due to some residents being seasonal and missed in the count. Median home value in the five-mile area is $289,031 including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of$264,021 in the United States. Economic Trends In South Florida, as in the rest of the United States, real estate prices climbed from 2003-2006. In 2007-2008, concerns were expressed about an unsustainable upward price trend in the market. Then, the economic collapse came in fall of 2008 along with the crash in real estate prices. In 2009, there were very few sales of any type of real estate. By 2010, it appeared that the worst was over. Cash buyers started making purchases. From 2013 to present, sales activity and prices recuperated. The upswing in prices is due in part to scarcity of developable land, especially in the eastern part of the county. Properties are back to pre-crash prices. The life cycle stage of the market area is revitalization, a period of renewal, modernization, and increasing demand. The catalyst of the revitalization was 500 Ocean fronting Federal Highway, consisting of 341 residential units, 20,000 square feet of retail space and 6,000 square feet of office. Several other mixed-use projects are planned along Federal Highway. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel rooms, and 439 parking spaces. Davis Camalier recently sold the land to Hyperion Group, with the buyer taking over the construction of the project. Boynton Beach Community Redevelopment Agency (CRA) accepted the proposal from Affiliated Development from five submissions to build a mixed-use project at 115 North Federal Highway. The CRA had purchased the property when improved with a church and subsequently demolished it. 19 APPRAISAL REPORT The size of the land offered by the CRA is 2.28 acres, including parking lots and the recent purchase of 508 East Boynton Beach Boulevard. There are other privately owned parcels around the project which could be purchased for enlargement of the redevelopment site. Details of the land purchase by Affiliated Development are to be finalized. The proposed project will be called the Pierce, for the legendary Barefoot Mailman, Charlie Pierce. Project size will be 236 apartments, 16,800 square feet of restaurant, retail and office, and 600 space parking garage. Boynton Beach CRA purchased the property at 511-529 East Ocean Avenue where Hurricane Alley Raw Bar & Restaurant is located. This property consists of three buildings on a site of 17,903 square feet. Future plans for the property have not been revealed. It is in the block to the south of 115 North Federal Highway where the Pierce will be constructed. Town Square, a major redevelopment project to the west of Federal Highway covers three blocks from the south side of Boynton Beach Boulevard south to SE 2 Avenue, encompassing 16.5 acres of land. The north section covers the area of the old city hall and police station which were demolished and removed. The project is planned for the construction of the following: • North parcel — 225 residential units, 120 hotel rooms, 65,000 square feet of office/ retail space and 927 space parking garage • Middle parcel—200 residential units, 18,887 square feet of retail space • South parcel — 280 residential units, 820 space parking garage, 4,000 public space Thus far, there are no structures on the north parcel fronting Boynton Beach Boulevard. The existing structure is on the middle parcel; however, there is no new building on the east side. The new city hall is completed on the west side of the south parcel, along with an outside venue; although, there are no residential units or parking garage. Reportedly, the cause of the construction delay is a dispute about the parking garages. To the east of the north parcel is the new Boynton Beach Rescue Services building. 20 APPRAISAL REPORT In the Heart of Boynton CRA district, Ocean Breeze East is completed at 700 North Seacrest Boulevard. The development is an affordable apartment project containing 123 units, retail space, clubhouse and swimming pool. The project came about by the Boynton Beach Community Redevelopment Agency selling the land and the Florida Housing Finance Corporation and TD Bank providing the financing. Wells Landing in the Heart of Boynton CRA district recently began construction on apartments and retail buildings fronting the north and south sides of East Martin Luther King, Jr. Boulevard, east of Seacrest Boulevard. There will be 124 residential units, 8,530 square feet of commercial space and 218 surface parking spaces. Part of the land was transferred from the Boynton Beach CRA to Wells Landing Apartments, LLC. Wells Landing purchased four parcels from a private property owner to complete the site for the new project. Funding for the project was awarded to the property owner from the Florida Housing Finance Corporation. Wells Landing is anticipated to bring about more development along MLK Boulevard and surrounding avenues. At the southeast corner of Seacrest Boulevard and East Martin Luther King, Jr. Boulevard, the store was purchased and opened as Dollar Tree. The section of the Heart of Boynton (HOB) known as the Cottage District from NE 4 Avenue to NE 5 Avenue, between Seacrest Boulevard and NE 1 Street will be offered for construction of a housing project in keeping with the plan to revitalize the HOB. Parcel size is 4.6513 acres, comprised of smaller lots acquired over many years to assemble a large tract of land for a transformation of a substantial part of the area. Probable improvement will be 45 for-sale dwelling units. Conclusion The town's redevelopment goal is to transform Boynton Beach from a retirement community to a vibrant city where residents can enjoy living and working in an attractive setting. Boynton Beach Community Redevelopment Agency is instrumental in the renaissance of the city. The subject market area has the components of an appealing neighborhood with schools, parks and recreation. It is easily accessible by main roads and Interstate 95. Goods and services are nearby on Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, the Community Redevelopment Plan can continue to succeed in revitalizing the area. 21 APPRAISAL REPORT The transformation of the area is in progress. Development of real estate takes time and the right market conditions which have been positive. Upward price trend for property in the subject market area should continue as the economy remains strong. Platting: The appraised land is part of one lot in an old plat, recorded prior to the effective date of current zoning regulations. However, it is one parcel on the Palm Beach County tax roll. Land Use: LDR, Low Density Residential, maximum density 7.50 dwelling units per acre Zoning: "R-1-A", Single-family Residential District, 6 dwelling units per acre, with the intent to promote the suburban character of the city by encouraging single family dwellings. Minimum lot area is 7,500 square feet; minimum lot frontage is 60 feet. There is a provision in the "R-1-A" zoning ordinance that parcels within the Heart of Boynton (HOB) that were originally platted or an existing parcel as of April 1, 2020 may use reduced development regulations to develop a single family residence: no minimum lot area per unit, no minimum lot frontage, et cetera as listed in the code. Copy of the zoning code is in the Addenda. The appraised site is a parcel that existed prior to April 1, 2020. Its size is 2,500 square feet, located four parcels south of the southern border of the HOB. The existing dwellings in the immediate area are single-family residences. The subject site is too small for a commercial project and would not be in keeping with the neighborhood. Therefore, it is a reasonable probability that the subject parcel can be improved with one single family dwelling. Although, city officials determine if and how a parcel can be developed. 22 APPRAISAL REPORT Site Description: The shape of the site is a rectangular. Approximate dimensions are from the original plat; size is from the Palm Beach County tax roll. N boundary on adjacent property: 100 feet East boundary on adjacent property: 25 feet South boundary on adjacent property: 100 feet West boundary on NW 2 Street: 25 feet Land size is 2,500 square feet. Utilities: All utilities are available to the site. Access: The site is accessible via NW 2 Street, a two-laned local road, with streetlights but no sidewalk. It intersects with Boynton Beach Boulevard two properties to the south. Easements: Easements are not noted on the original plat. If they exist, utility easements would be most probably around the perimeter of the lot. Encroachments: There is no sketch of survey to review to note if there are encroachments. Improvement Description: There are no structural improvements on the parcel. Environmental Assessment: No assessment was available for review 23 APPRAISAL REPORT 2-2(a) (v) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 2-2(a)(vi) State the type and definition of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of May 24, 2022. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories as follows. 1. the relationship,knowledge, and motivation of the parties(i.e., seller and buyer); 2. the terms of sale(e.g.,cash,cash equivalent,or other terms);and 3. the conditions of sale(e.g., exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. Market value means 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 as follows. 1. buyer and seller are tvpically motivated 2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 24 APPRAISAL REPORT 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. 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. * This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform,Recovery, and Enforcement Act(FIRREA)of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration(NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994,and in the Interagency Appraisal and Evaluation Guidelines,dated December,2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & Light Co., v. Jennin,%,Ys, 518 So.2d 895 (Fla. 1987)] 2-2(a)(vii) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: May 24,2022 B) Date of the Report: May 24, 2022 2-2(a)(viii) Summarize the scope of work used to develop the appraisal; The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraisers visited the exterior of the property and photographed it. An investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting land sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including multiple listing service, Palm Beach County Property Appraiser's records, the public records, and data from the appraisers' plant. 25 APPRAISAL REPORT 2-2(a)(ix) Summarize the extent of any significant real property appraisal assistance; The two signatory appraisers are the only people involved in the appraisal process. 2-2(a)(x)(I) Summarize the appraisal methods and techniques employed; (2) State the reasons for excluding any of the valuation approaches; (3) Summarize the results of analyzing the subject sales, options and listings; (4) State the value opinion and conclusion (5) Summarize the information analyzed and the reasoning that supports the analyses, opinions, and conclusions For Sales Comparison Approach, land sales are compared to each other and to the property under appraisement to arrive at an opinion of value. The information analyzed and the appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinions, and conclusions is explained in the valuation section. Cost Approach is not used because there are no permanent structures to consider. The Income Approach is not employed in this appraisal because most sites like the subject are purchased and not leased. Exclusion of these approaches to value still produces a creditable report. The value opinion and conclusion is stated at the end of the Sales Comparison Approach—Land Valuation. SR I-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; There are no agreements of sale, options or listings of the subject property as of the effective date of the appraisal. 26 APPRAISAL REPORT b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. There have been no arm's length sales in the past three years. The parcel was acquired in October, 1976. Copy of the deed is in the Addenda. The transfer is of no significance to the current value of the property. 2-2(a)(xi) State the use of the real estate existing as of the effective date and use of the real estate reflected in the appraisal; The use of the real estate on the date of valuation is vacant land, and it is this use which is reflected in the appraisal. No personal property is included in the valuation. 2-2(a)(xii) When an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant No soil or subsoil tests are available for review. However, surrounding land is supporting one-story residences. The land is level and filled to street grade; however, the type of fill is not known. The appraised site is part of a lot in an old plat, containing 2,500 square feet. The shape is a rectangle. All utilities are available to the site. The site is accessible via NW 2 Street, just north of Boynton Beach Boulevard. Physical constraint to develop the site is its size which governs the type of potential improvement which can be placed on it. 27 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Zoning is "R-1-A", Single-family Residential District, 6 dwelling units per acre. Minimum lot area is 7,500 square feet; minimum lot frontage is 60 feet. The subject land size is 2,500 square feet. As discussed, there is provision in the "R-1-A" zoning code for a substandard-sized parcel in the Heart of Boynton (HOB) to be allowed to be developed with a single family residence. Considering the intent of the zoning district to promote single family residential development and the proximity of the subject parcel to the HOB, there is a reasonable probability that it would be allowed to be developed with a single family residence. This use would also follow the intent of the Low Density Residential land use of the parcel. City officials would determine if the parcel could be improved with a single family residence. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. The subject market area has been improved with single-family residences and small multi-family dwellings for almost 100 years. Structures come to the end of their useful lives, improvements are razed and the sites are redeveloped with modern projects. There are examples of this cycle throughout the subject market area. Redevelopment projects in the subject vicinity are Ocean Breeze West with 21 homes, Eastview Park by D R Horton, and new houses on West Martin Luther King, Jr. Boulevard. Habitat for Humanity will be constructing single family residences on NW 11 Avenue. Financially feasible use of the appraised land is to improve it with a single- family residence. The most probably buyer for the site is a local developer familiar with the revitalization that is occurring in the subject market area. Time for development is development is now with renewed interest in the neighborhood and support from the Boynton Beach Community Redevelopment Agency. 28 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Maximally Productive as Vacant In summary, the Highest and Best Use of the appraised property as vacant is to improve it with a single-family residence. Such use would be potentially physically possible, most probably legally permissible, financially feasible and maximally productive. 2-2(a) (xiii) Clearly and Conspicuously: State all extraordinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. There are no extraordinary assumptions or hypothetical conditions in this report. 2-2(a) (xiv) Include a signed certification in accordance with Standards Rule 2-I See signed certification in report. 29 SALES COMPARISON APPROACH LAND VALUATION LAND SALE LOCATION MAP N t I I - `iHVRp Lu3(o RD t�ft f _ _ — t�i r� '�' "! '+ arae `ly _ ' 7 �t � � U u { ----- V gL 99 � Y�'t V'L1 C,RT ,� 3 :L i., k�AY SL�14 ., L¢4 ➢ { t �+��,„ ' — .x E E � 9 9 t f SA 3 yr tr 1 Y � SUBJECT Y�..t c.� �"� it � =rzzzrz S L L'e i 8�J4 z ,frit—1 I spa— Tut ccErw�yE�; — SALE 2 dEi(e1C 'SEI m "IT Q k �_rp , aL V E 4�tOOLBFLIGHT,�RQ_- Y,I-WgdL8R7GTRY f�t3 --� �£`z�-- r U-(—�G C7LF RD W 22IJ F?3tYRY � yi..51M,23RQ.t1VE SE 23 g1,g�Y ,_i s jr: ------ 77 o � � i �1m�� laike aMa1 Mi Data use subject to license.. 6 DelLorme DelLorme Street Atlas USAF 2449. 0 1/4 �z 3/a 1 1'/a v ww..delorme.com MN(7.G'W) Data Zoom 12-G 31 LAND SALES SALE NO. 1 LEGAL DESCRIPTION Lot 34 of a Subdivision of Lot 3 of Lanehart's Subdivision, Plat Book 10,Page 39,Palm Beach County, Florida Public Records RECORDED O. R. Book 31950, Page 1976, Palm Beach County, Florida Public Records GRANTOR Karen Jackson GRANTEE Touchstone Webb Homes, LLC DATE OF SALE November 13, 2020 LOCATION 121 NE 13 Avenue Boynton Beach, FL ZONING "R-2",Residential/Duplex SALE PRICE $72,000 PROPERTY DESCRIPTION 7,000 square foot vacant lot UNITS OF COMPARISON $10.29 per square foot FOLIO NUMBER 08-43-45-21-21-000-0340 CONDITIONS OF SALE Arm's length cash transaction CONFIRMED Grantee COMMENTS Prior sales of this lot in 3/2020 for $44,000 and 11/2020 for $53,000. Last transaction is a purchase by a house builder. 32 �7 t V ! a i ti r � r r �N 4 1' t £ i � u. til' 6\R' ��1(1t i AERIAL PHOTO OF LAND SALE NO. 1 121 NE 13 Avenue Boynton Beach, Florida 33 LAND SALES SALE NO. 2 LEGAL DESCRIPTION Lots 21 & 22, Block 2, Shepard Funk Addition to town of Boynton,Palm Beach County, Florida Public Records RECORDED O. R. Book 33091,Page 765,Palm Beach County, Florida Public Records GRANTOR Velgie Martin, an unmarried person GRANTEE Jupi Iris, LLC DATE OF SALE November 22, 2021 LOCATION 135 NE 3rd Avenue Boynton Beach, FL ZONING "R-2",Residential/Duplex SALE PRICE $105,000 PROPERTY DESCRIPTION 14,300 square foot vacant lot UNITS OF COMPARISON $7.35 per square foot FOLIO NUMBER 08-43-45-21-30-002-0210 CONDITIONS OF SALE Arm's length cash transaction CONFIRMED Ennie Jackson, Florida Land Title Insurance closing agent COMMENTS Vacant inside lot fronting NE 3rd Avenue. 34 t Sp} 61 �t )rt4 FFL Yr9.A ,�, tt ttf r til ) 1 E3rtl A VACANT LAND SALE 2 AERIAL PHOTOGRAPH 135 NE 3RD AVENUE BOYNTON BEACH, FLORIDA 35 LAND SALES SALE NO. 3 LEGAL DESCRIPTION Lot 18, Block 1, HAPPY HOME HEIGHTS, Plat Book 11, Page 30,Palm Beach County, FL RECORDED O. R. Book 32263,Page 803,Palm Beach County, FL GRANTOR Gabriel Clements GRANTEE Major Nine LLC DATE OF SALE October 30,2020 LOCATION 415 NE 12 Avenue Boynton Beach, FL ZONING "R-2",Residential/Duplex SALE PRICE $39,900 PROPERTY DESCRIPTION 3,803 square feet UNITS OF COMPARISON $10.49 per square foot FOLIO NUMBER 08-43-45-21-20-001-0180 CONDITIONS OF SALE Arm's length cash transaction CONFIRMED The Ferguson Firm, closing attorney COMMENTS Vacant land sale in the subject market area. Prior transfer of the site in July, 2020 for $13,000 in a non-arm's length transaction. 36 h!G 13tfi1 Ave-- � — 44P 1�Ut Ave �� x 5 c� t: i; sr � tt r n - p E r LAND SALE 3 415 NORTHEAST 12 AVENUE BOYNTON BEACH, FL 37 LAND SALES SALE NO. 4 LEGAL DESCRIPTION Lots 11, 12 & 13, Block 1, E. Roberts Addition to Boynton, Plat Book 1, Page 123, less the south 10 feet for right-of-way, Palm Beach County, FL RECORDED O. R. Book 32527,Page 1040, Palm Beach County, FL GRANTOR Larann Land Investments LLC GRANTEE Boynton Beach Community Redevelopment Agency DATE OF SALE May 20,2021 LOCATION 327, 329 and 335 NE 10 Ave (E Martin Luther King, Jr. Blvd) Boynton Beach, FL ZONING "R-2",Residential/Duplex SALE PRICE $175,000 PROPERTY DESCRIPTION 21,000 square feet UNITS OF COMPARISON $8.33 per square foot FOLIO NUMBER 08-43-45-21-27-001-0110 and 0120 CONDITIONS OF SALE Arm's length cash transaction CONFIRMED Michael Simon for grantee COMMENTS Three vacant lots fronting a main thoroughfare in the Heart of Boynton. This was a negotiated sale between the two parties. 38 t� s � 7Ain r u Oka r—a fits )) 1 S i f,. { I' s W U W W °; } l LAND SALES SALE NO. 5 LEGAL DESCRIPTION Lot 24 and the East 10 Feet of Lot 23, Block 9, Central Park Annex, Plat Book 12, Page 51, Palm Beach County, Florida Public Records RECORDED O. R. Book 33343,Page 835,Palm Beach County, Florida Public Records GRANTOR Gaspar Tomas Gaspar, a married man GRANTEE Juan Vargas Valesquez, a single man DATE OF SALE February 22,2022 LOCATION 1417 S. Seacrest Boulevard Boynton Beach, FL ZONING "R-2",Residential/Duplex SALE PRICE $100,000 PROPERTY DESCRIPTION 6,085 square foot vacant lot UNITS OF COMPARISON $16.43 per square foot FOLIO NUMBER 08-43-45-28-13-009-0231 CONDITIONS OF SALE Arm's length cash transaction CONFIRMED Ronald B. Lewis, Esq. closing agent COMMENTS Vacant corner lot fronting Seacrest Blvd& SW 14th Avenue 40 � u G } i9! r $ 04 n a u r+ VACANT LAND SALE 5 AERIAL PHOTO 1417 S.SEACREST BOULEVARD BOYNTON BEACH, FLORIDA 41 u Ln of a o ,n m ^ If! m o v �n r cd > N � N v ✓ i' ✓). c � a � Q Z w +�. 3 u O Ln N O O NN Ln Ln 0 {n Q a 0 n N m m O W 0 O J f6 Q Z 0 VH c O �O O O O On Ln Ln a) o r� 4, oo n N N N n o Ln O c4 + + ` + Ln + Ln + a° ll O N rr) W /} /} Y + N N N N N w w w w w f6 C C C C C T X X X X X E LL �' cL 7 7 7 7 7 0 hp N N O O O O D C in W N O V LL 0 m O 0 in o . oo rri m o 0 0 Ln 0 Q {n n m N l0 N J Q 2 O ti O cy N N N N N N N N Z J FIn \ ui Ln \ O O N V LC` Lnn N V;1 r N N N 1 Ln 0 Q W LL Q d W a jl pO m . O m O 06 ^ ow 0 c 3 LL W LL 3 LL •0 •0 LL 3� Q 3 i C � LL O LL Lul + V -O W Z Q N Q m N cn Q m m Q m v Z y Ln v y m N am) J Q to c w c c Ln m u m I c Q Z c Z Ln c Z c m O to O Ln Z c N p 14 p rl p C yj c O4 p D CO CO CO N O ^ C M m LL, Z (Y1 m V m g 14 m SALES COMPARISON APPROACH LAND VALUATION Of the several methods to develop an opinion of land value, the one considered to be the most reliable is the Sales Comparison Approach. In this method, sales of other similar vacant parcels are compared to the site concerned; then adjusted for differences to arrive at land value. For the opinion to be supportable,there must be an adequate number of sales of similar properties for comparison to the subject. The steps of sales comparison in Land Valuation are: 1) Locate and collect information of recent sales of sites most similar to the land being appraised. 2) Verify the sales information with parties to the transactions, including details of financing and any special considerations or non-typical market features. 3) Select relevant units of comparison and develop a comparative analysis for each unit. 4) Compare and adjust the sales to the subject using the significant, market-derived units of comparison. 5) Reconcile all value indications from the comparisons into a single value opinion by this approach. As discussed throughout the appraisal,there is a reasonable probability that the subject parcel can be improved with a single family residence. It is located in the "R-1-A' zoning district, containing 2,500 square feet. A search was made to find recent sales of parcels similar to the land concerned in the subject market area and in similar areas. The size of the area is small, with few bona fide sales in the recent past. There was an auction of 31 lots owned by the Palm Beach County Housing Authority in the Heart of Boynton that brought about artificially high sale prices. Public records show the sales were purchased in groups by developers, not by individuals who would construct homes on the parcels. These transfers of title are not comparable to the appraised land and not used in this analysis. The property-by-property search of the subject market area revealed five transactions that are most representative of market value for the land being appraised. Details of the transactions are on the sale sheets and chart. The unit of comparison relevant to this valuation is Sale Price per Square Foot of Land. The range of unit prices is from $7.34 to $16.43 per square foot of land,before adjustments. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of transactions and properties that cause variation in prices paid for real estate. The Appraisal of Real Estate continues by stating that there are basic elements of comparison that may be considered in sales comparison analysis for land valuation. The first group is termed transactional elements being: real property rights conveyed, financing terms, conditions of sale and market conditions. This second group of property elements consists of location,physical characteristics and use. Each element is hereafter addressed. (Continued) 43 LAND VALUATION (Continued) Real Property Rights Conveyed A transaction price is always predicated on the real property interest conveyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to leases). An adjustment for property rights conveyed is based on whether a leased fee interest was sold with leases at market rent, or below or above market rent. In the case of land,there could be a land lease on the site that would create a leased fee interest. The lease amount would require examination to see if the tenant (the leasehold interest) had a value greater than zero. If it is, then the submarket rental rate would give some of the property value to the tenant. The real property right conveyed in the land sales was fee simple interest, the same interest valued for the land in question. No numerical adjustment is warranted for this element of comparison. Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing financing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. All of the land sales were in cash, which is the most common form of payment for vacant lots in the subject area. No adjustments are made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. Such motivations include a seller accepting a lower than market price for needed cash, a lender selling a previously foreclosed property to comply with regulations imposed on the institution, or a buyer purchasing an adjacent property. Even arm's length transactions may be the result of atypical motivation, such as lack of exposure time to the market,the result of an eminent domain proceeding, or tax consideration. None of the land sales are transactions by lenders after foreclosures of prior mortgages on the properties. The grantor of Land Sale 4 was an active participant in the local real estate market, selling the land to the Boynton Beach Community Redevelopment Agency in a negotiated transaction. No adjustments to the transactions are necessary for conditions of sale. (Continued) 44 LAND VALUATION (Continued) Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the effective date of the value estimate require adjustment for any differences that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions which change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria, building moratoriums, fluctuation in supply and demand, et cetera. It is also possible that there is no change in market condition over time. Two of the land sales closed in late 2020; two in 2021. Land Sale 5 was transferred in 2022. No. 1 sold three times in rapid succession with significant increases in price. There is an upward trend in real estate prices due in large part to scarcity of vacant parcels; however, the amount of the increases for No. 1 exceeds even the forward tum in the market. Recently, changes in the economy are moderating gains. Evening out the highs and lows, an annual increase of 5% for market conditions is reasonable to apply to each of the sales. Adjustments for transactional elements of comparison were considered; now, the land sales are likened to the subject and to each other for property elements of comparison. Location The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, traffic count, proximity to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, etcetera. Typically, properties in a neighborhood share some of the same locational characteristics such as age, condition, and style. However, there may be differences such as corner location, view, and zoning, to name a few. Properties of a similar type may be in different locations, yet the locations may share enough similarities to justify comparison. Factors of similarity between locations include average daily traffic counts, zoning and/or land use, and market composition. Locations of the appraised parcel and the Land Sales 1, 2, 3 and 4 are in the subject market area north of Boynton Beach Boulevard. Land Sale 1 borders the path next to the Boynton Beach Canal (C-16). Land Sale 2 is a few blocks north of the main boulevard. Land Sale 3 is close to Railroad Avenue. No. 4 fronts East Martin Luther King, Jr. Boulevard, the prominent thoroughfare in the Heart of Boynton and location of the new Wells Landing mixed-use project. No. 5 is south of Boynton Beach Boulevard, fronting Seacrest Boulevard, a main north-south artery. However, it is included in the analysis to have an overview of the entire area. The appraised parcel is in a residential neighborhood, yet close to Boynton Beach Boulevard. Scarcity of vacant land is a more significant factor than a specific location. Therefore, viewing the range of land sales,the locational characteristics of the subject place its unit value near the middle of the range of the adjusted unit prices. (Continued) 45 LAND VALUATION (Continued) Physical Characteristics Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes land size, shape, frontage, topography, view, access, functional utility, et cetera. Adjustments for physical characteristics are best derived from the market by paired sales comparison. Through the process of searching for comparable sales, the physical characteristics are of great import. From the universe of possible comparable sales, those that are most similar to the site appraised are presented in the report for analysis and comparison to the subject. The less the number of physical differences,the better. Zoning for all of the land sales is "R-2", Single or two-family dwellings. For two-family dwellings, minimum land size is 4,500 per unit. Further, the parcel must contain at least two platted lots. Single family dwellings shall be constructed on lots that are no less than 6,000 square feet with a width of at least 60 feet and follow the building and site regulations of the "R-1", Single Family District. Further, the parcel must contain at least one whole platted lot. There are other regulations enforced by city officials for developing vacant land. Nevertheless, it appears that Land Sales 1, 3 and 5 most probably could be improved with a single family residence. Land Sales 2 and 4 might be able to be improved with a two-family residence or more in the case of No. 4. As discussed, there is a reasonable probability that the appraised parcel could be improved with a single family residence. Land Sales 1, 3 and 5 have higher adjusted unit prices; Sales 2 and 4 have lower unit prices. With only a few land sales in the market area over several years, adjusting them for size is not well supported. Again, paucity of vacant land is the dominant factor. Quantitative adjustments for this element of comparison are not made. Use For sites to be comparable, they should have similar uses. Highest and best use for the appraised land is a single family residence, as is for Land Sales 1, 3 and 5. Sales 2 and 4 may be able to be improved with more dwellings,but no adjustment is made for this element of comparison. (Continued) 46 LAND VALUATION (Continued) FINAL VALUE OPINION Following is a summary of the square foot unit sale prices for the land sales: Land Sale Adiusted Price/Square Foot 1 $11.06 2 $ 7.53 3 $11.32 4 $ 8.75 5 $16.64 Land Sales 1 and 3 are more similar to the appraised parcel for physical characteristic of size and carry more weight in for the final value opinion. Lesser emphasis is placed on Sales 2 and 4 for the same factor. The location of No. 5 is less similar to the other sales and the parcel concerned. Considering all of the foregoing discussion, the unit value for the appraised parcel is $11.06 per square foot which is also in the middle of the range of the adjusted unit prices of all of the sales. The quantity of the comparable data is sufficient to have an overview of the market for small, residentially zoned parcels in central-eastern Boynton Beach. The quality of the data is good in that it provides a sound basis to develop an opinion of value for the land under appraisement. Based on the analysis and conclusions presented within the report, it is our opinion that the Market Value of the Fee Simple Estate of the Subject Property as of May 24,2022 is: $11.06/sq.ft.x 2,500 square feet= (rounded to) 28 000 TWENTY-EIGHT THOUSAND DOLLARS 47 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part II F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the property that is the subject of this report on May 24, 2022. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the continuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society of Appraisers and the State of Florida. May 24, 2022 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-CertifiedGeneralReal Estate Appraiser No. RZ-85 May_ 24,2022 Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 48 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. I. The undersigned have personally inspected the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple,unless excepted. 4. Legal descriptions and property dimensions have been furnished by others; no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not carry with it the right of publication,duplication,or advertising using the writers'names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Where divisions are made between land, improvements, etc.,the values estimated for each apply only under the cited use or uses. 9. The value applies ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present, past or contemplated interest in the subject of this report - unless spe- cifically stated. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. Soil or sub-soil contamination may exist from current or prior users, or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey, Endangered Species Survey, or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use, and possibly, value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr.and Claudia Vance are responsible for the analyses,conclusions,and opinions of real estate set forth in this report. No one else provided significant professional assistance to the signers of this report. 16. Prospective value is based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events which might alter market conditions upon which market value opinion has been developed. 17. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 18. The appraisers reserve the right to amend or change this report at any time additional market information is obtained which would significantly affect the value. Jesse B.Vance,Jr.,MAI, SRA,ASA State-Certified General Real Estate Appraiser No.RZ 85 May 24,2022 &�a4�0�01X_M_ Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 May 24,2022 49 ADDENDA iGp,O� II NPAPGO'S FORM 34 PAPCO PUDLISHING CORPORATION WAR ,TO CONPONATIONIRATVDEED MIAMI 316 FLORIDA f!t 1�6�39 �t�•x�tnt� � e�e� �E C+l t'3 +Jril��tttur�� Made.,this }'pz< day of ' .A.1).19 76. 0 c� BATIFE%6P,�alm. DWARD B, BALME and MARVEL M. BALMS, his wife, -7 Q of the CBeach andStare of Florida part ipart,and $ CpATONCpM UNITY I3 SPINAL IN orporarion not f �00eadows Road, Boca Raton, Florida fesistingf the State.of Florida having its principal place of ;o }�O co business in the County/ryY Palm Beach and State,of Florida t— and lawfully authorize ansact business in the State of Florida,party of the sernnd part. IVITNESSETH: That part ies of the first part, for and in consideration of the stun of TEN ($10.00) DOLL d other valuable consideration htx � r ra them in hand pair!b party of the second parr, the rereipt whereof is hereby acknota ledged, have granted, ba ained and sold to the said parry of the second part,its successors and assigns, forever, the following descrTgett�fand situate,lying and boring in the County of Palm Beach and State of Floriit7,it. 1 South 25 feet of L Block A, BOYNTON HILLS, according to the P of, as recorded in Plat.Book 4, at page 51, public of Palm Beach County, r' Florida. DOCUMENTARY= N STATE or FLORIDA ��;; SURTAX= DOCUMENTARY STAh4P TAX { , u•d FLORI A rrrr w DEPT.OF REVENUE «- acrZrrE # �- 0 0. 3 0 E `, a" ' crirrs P.1 0 0. •5 N ry o P J� ; ` - 1952a11106 1 a'•i And the srtid pars ies of the first part do heruby fully warrant the title to Bahl land,and will defend d the carne against the lanrful claims of all persons whornsoever. o a IN fr'17'NPSS UIEREOF,the said part ies of the first part havehoreunln ser their ah - Ti _ hand s and seals the day and year above written. pl O 11 ao signed erl Hort r/lJrhgetl in presence of U.C. >a w 1r rd B. a (SnnfJ O: (Seni1 n Marvel Nd. Ba me KIC;1 59 PATE 315 51 ( �) OF FLORIDA, COUNTY OF 3 11r0bg (Irridg. That on this(lay personally appeared before me, an officer c U18•"a'uthorizzed to administer'o�',.and take acknowledgments, to rite well known to �P"r described in and who execute ie foregoing deed, and achnow- ledged before me!that ecuted rite same fruel td voluntarily for rite purposes therein t11er TrrfifU, That the said known to rite in P, an foregoing officer oitia de, to be(It vife o said on a separate and private examinati u i arid made by and b, re me,separately ani art from her said husbarul,did acknow- ledge that rr e herself a part, said deed for the purpose of r r7=11ncing, relinquishing arid conveying all her righ ij�ztere vilether dower, homestead or of separa opvrt�" statutory or equitable, rop' in arid to the (-Set therein,and that she executed the said deed and voluntarily and with- an y cornpr I ristraint,apprehension, or fear of or from her said husbart On;iyttC1;1",'p" and and0 icial seat at County of and e of Florida (lay of Notary Public,State of 31y rontruission expires STATE OF FLORIDA, County of PALM BE 3 lirrrb_q (gprtif_q , . day per5nnally appeared beare me, an officer tinly authorized to administer oaths and take a, wledgin ell ts, EDWARD B. BALME��MARVEL M. BALMS, his wife, me.me.to well known to be the personcribed in and who executed the foregoing deed, and acknow- i I ledged before me that they e..V. rd the sane freely and voluntarily for the. purposes,therein expressed. WittIC95 my hand and pffirial seal at PL- County Of and State of Florida,this V"'a'CrL day 0 arm is V'Itl Notar�V0116' OMM. Expire ;F��ir�s No I otary Sea i) 0?�71.1::;,,iN 11 S lip 21 ;3 fu t:00 > ;L > 0 'y V. 0. 'z 6j 0 zz 0 a- :3 C. no 4 0 =to F MV I599 mu 316 52 Lm C. R-1-A Single-family Residential District. 1. General. The purpose of the R-1-A zoning district is to implement the low density residential (LDR) future land use map (FLUM) classification of the Comprehensive Plan. The intent of this conventional district is to promote the suburban character of the city by preserving and encouraging single-family dwellings and structures at densities no greater than six (6) dwelling units per acre, and allowing limited types of non-residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3, Article I , Section 3.D. 3. Building and Site Regulations (Table 3-7). The following lot and building requirements shall be observed- BUILDING/SITE REGULATIONS R-1-A District BUILDING/SITE REGULATIONS 3 R-1-A District Minimum lot area: 7,500 s.f. Minimum lot frontage: 60 feet Minimum yard setbacks: Front: 25 feet Rear: 20 feet Special rear yard setback reduction for single-story building: Abutting: I-95 or railroad tracks: 50% Abutting: Intracoastal: 50% Abutting: Lakes: 50% Abutting: Golf Course: 50% Abutting: Canals wider than 150 ft 50% Abutting: Canals narrower than 150 ft 33% Abutting: Perimeter walls of community that abut other than residential: Abutting: Commercial or Industrial 50% Abutting: Public or private park: 50% Interior side: 7.5 feet Corner side: 25 feet2 Minimum living area: 1,400 s.f. Maximum lot coverage: 45% Maximum structure height: 30 feet 53 These special rear yard setback reduction provisions shall not supersede any setbacks that are recorded on a plat. 2 On corner lots, the side setback adjacent to the street shall be not less than one-half('/2)the front yard setback. However, where orientation of adjacent lots on both street frontages provides typical front yard setbacks, the corner lot shall provide for front yard setbacks along both streets. When two (2)front yard setbacks are provided for on a corner lot, no rear yard setback shall be required, only side yard setbacks shall be imposed. 3 Parcels within the Heart of Boynton District, as defined by the CRA Community Redevelopment Plan, that (1)were originally platted or(2) an existing parcel as of April 1, 2020 may use the development regulations within this section to develop a single-family residence: Modified Development Standards* Lot Area per unit, Minimum(square feet): N/A Lot Frontage, Minimum(feet): N/A Living Area, Minimum A/C (square feet): 750 Building Setbacks, Minimum(feet): Front: 15 Interior side: 5 Corner side: 5 Rear: 10 * Parcels located within the Martin Luther King Jr. Overlay District are not eligible. 54 77 tip 1- r sj .` sy "7 Min4ftm W Area 7, sq. - Fust, I-of C,oaera 45% Min,LJV' _ AM 1,41N S4 ft, 4. Administrative Adjustments. a. For lots platted prior to August 19, 2008, the following administrative adjustments to the minimum yard setbacks for first floor additions to existing residential structures may be allowed: Front and side yard: 20% reduction Rear yard: 25% reduction These setback reduction provisions shall not supersede any setbacks that are recorded on a plat. b. An administrative adjustment may be granted if any first floor addition follows the building line of a legally nonconforming single-family structure, or a building line previously approved by a variance. c. See Chapter 2, Article II, Section 4.A. for the administrative adjustment process. 5. Accessory Structures. Walls, fences, pools, sheds, screen-roof enclosures, and other structures are regulated in accordance with Chapter 3, Article V, Supplemental Regulations. 6. Review and Approval Process. a. Single-family and duplex dwellings and accessory uses thereto shall be allowed upon application to and approval by the Building Official for structures that require a building permit pursuant to Chapter 2, Article IV, Section 2. 55 b. Community and common areas, such as recreational areas, landscape buffers and tracts, and project signage may be subject to site plan review. c. Non-residential uses shall require site plan approval in accordance with Chapter 2, Article II, Section 25. prior to application for building permit. 7. Parking. Required off-street parking is regulated in accordance with Chapter 4, Article V, Minimum Off-Street Parking Requirements. 56 SUMMARY OF 2020-2021 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting In reporting the results ofa real property appraisal, an appraiser must communicate each analysis, opinion, and conclusion in a manner that is not misleading. STANDARD 2 addresses the content and level of information required in a report that communicates the results of the real property appraisal. STANDARD 2 does not dictate the form,format, or style of real property appraisal reports. The substantive content ofa report determines its compliance. STANDARDS RULE 2-1 Each written or oral real property appraisal report must: (a) clearly and accurately set forth the appraisal in a manner that will not be misleading; (b) contain sufficient information to enable the intended users of the appraisal to understand the report properly; and (c) clearly and accurately disclose all assumptions, extraordinary assumptions, hypothetical conditions, and limiting conditions used in the assignment. STANDARDS RULE 2-2 Each written real property appraisal report must be prepared under one of the following options and prominently state which option is used.Appraisal Report or Restricted Appraisal Report. An appraiser may use any other label in addition to, but not in place of, the labels set forth in this Standards Rule for the type of report produced. The use of additional labels such as analysis, consultation, evaluation, study, or valuation does not exempt an appraiser from adherence to USPAP. The report content and level of information requirements in this Standards Rule are minimal for each type of report.An appraiser must supplement a report form, when necessary, to insure that any intended user of the appraisal is not misled and that the report complies with the applicable content requirements. (a) The content of an appraisal report must be appropriate for the intended use or the appraisal and, at a minimum: (i) state the identity of the client, or if the client requested anonymity, state that the identity is withheld at the client's request but is retained in the appraiser's workfile; (ii) state the identity ofany other intended users by name or type; (iii) state the intended use of the appraisal; (iv) contain information, documents, and/or exhibits sufficient to idents the real estate involved in the appraisal, including the physical, legal, and economic property characteristics relevant to the assignment; (v) state the real property interest appraised; (vi) state the type and definition of value and cite the source of the definition; (vii) state the effective date of the appraisal and the date of the report; (viii)summarize the scope of work used to develop the appraisal; ()x) summarize the extent of any significant real property appraisal assistance; 57 SUMMARY OF 2020-2021 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting (x) provide sufficient information to indicate that the appraiser complied with the requirements of STANDARD I by: (1) summarizing the appraisal methods and techniques employed; (2) stating the reasons for excluding the sales comparison, cost, or income approach(es) if any have not been developed; (3) summarizing the results of analyzing the subject sales, options, and listings in accordance with Standards Rule 1-5; (4) stating the value opinion(s) and conclusions(s); and (S) summarizing the information analyzed and the reasoning that supports the analyses opinions, and conclusions, including reconciliation of the data and approaches; (xi) state the use of the real estate existing as of the effective date and the use of the real estate reflected in the appraisal; (xii) when an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; (xiii) clearly and conspicuously: • state all extraordinary assumptions and hypothetical conditions, and • state that their use might have affected the assignment results, and (xiv)include a signed certification in accordance with Standards Rule 2-1. STANDARDS R ULE 1-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; b) analyze all sales of the subject property that occurred within the three(3) years prior to the effective date of the appraisal. 58 475.611 Florida Statutes: Definitions.- (1) As used in this part, the term: (a) "Appraisal"or"Appraisal Services" means the services provided by certified and licensed appraisers or registered trainee appraisers, and includes: 1. "Appraisal assignment" denotes an engagement for which a person is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party in rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified interests in, or aspects of, identified real property. 2. "Analysis assignment"denotes appraisal services that relate to the employer's or client's individual needs or investment objectives and includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraisal review assignment"denotes an engagement for which an appraiser is employed or retained to develop and communicate an opinion about the quality of another appraiser's appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraiser's opinion of value. (b) "Appraisal Foundation" or "foundation" means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinois. (c) "Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified interest in, or aspect of, identified real property, and includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, in order to be recognized in a federally related transaction, an appraisal report must be written. (d) "Appraisal review" means the act or process of developing and communicating an opinion about the quality of another appraiser's appraisal, appraisal report, or work. (e) "Appraisal subcommittee" means the designees of the heads of the federal financial institutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 et seq.), as amended. (f) "Appraiser" means any person who is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and is a professional within the meaning of 95.11(4)(a). (g) "Board" means the Florida Real Estate Appraisal Board established under this section. (h) "Certified General Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for any type of real property (i) "Certified Residential Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. Q) "Department" means the Department of Business and Professional Regulation. 59 2020 FLORIDA STATUTES Title XXXII Chapter 475 View Entire REGULATION OF PROFESSIONS REAL ESTATE BROKERS, SALES Chapter AND OCCUPATIONS ASSOCIATES, SCHOOLS, AND APPRAISERS 475.628 Professional standards for appraisers registered, licensed, or certified under this part.— (1) The board shall adopt rules establishing standards of professional practice which meet or exceed nationally recognized standards of appraisal practice, including standards adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraiser registered, licensed, or certified under this part must comply with the rules. Statements on appraisal standards which may be issued for the purpose of clarification, interpretation, explanation, or elaboration through the Appraisal Foundation are binding on any appraiser registered, licensed, or certified under this part, upon adoption by rule of the board. (2) The board may adopt rules establishing standards of professional practice other than standards adopted by the Appraisal Standards Board of the Appraisal Foundation for nonfederally related transactions. The board shall require that when performing an appraisal or appraisal service for any purpose other than a federally related transaction, an appraiser must comply with the Ethics and Competency Rules of the standards adopted by the Appraisal Standards Board of the Appraisal Foundation, and other requirements as determined by rule of the board. An assignment completed using alternate standards does not satisfy the experience requirements under s. 475.617 unless the assignment complies with the standards adopted by the Appraisal Standards Board of the Appraisal Foundation. History.—ss. 9, 11, ch. 91-89; s. 4, ch. 91-429; s. 35, ch. 98-250; s. 22, ch. 2012-61; s. 9, ch. 2017-30. 60 Vance Real Estate Service ANWONNNOMMIL 9 Jesse B. Vance, Jr., MAI, SRA, ASA, MBA Appraiser - Real Estate Analyst - Reviewer - Expert Witness Vance Real Estate Service - 7481 NW 4 Street - Plantation - Florida - 33317 Office: 954.583.2116; Cell: 954.610.2423; Email: vanceval(a,comcast.net Web Page: www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Currently registered in"SAM" (U.S. Government System for Award Management—DUNS 826494957).Designated appraisers perform the appraisal work,no trainees. Jesse B. Vance, Jr., MAI, SRA, ASA, MBA and Claudia Vance, MAI are qualified as expert witnesses for eminent domain, bankruptcies, deficiency judgments, marriage dissolution, and estate valuations. Our firm values most types of real property interests for sale, mortgage loans, litigation and investment reasonably, timely and professionally. As licensed real estate brokers,we perform most other real property functions.We also do"Valuations for Financial Reporting." PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/DEGREES/LICENSES&CERTIFICATIONS MAI DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 SRA DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 ASA DESIGNATION - AMERICAN SOCIETY OF APPRAISERS(RE-Urban)4003439 MBA DEGREE - REAL ESTATE MANAGEMENT AND DEVELOPMENT STATE-CERTIFIED GENERAL REAL ESTATE APPRAISER 4RZ-85(Florida) FLORIDA STATE LICENSED REAL ESTATE BROKER NO.BK.91050 REGISTERED VETERAN-OWNED SMALL BUSINESS(CCR/Duns 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE(Minority Business Enterprise-MBE) FLORIDA"D.E.P."APPROVED APPRAISER Currently registered in"SAM"(U.S.Government System for Award Management). B)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION 1.U.S.Court of Appeals,Eleventh Circuit 2.U.S.District Court,Southern District of South Florida 3.U.S.District Court,New Jersey 4.U.S.Bankruptcy Court,Southern District of Florida 5.U.S.Bankruptcy Court,District of New Jersey 6.U.S.Bankruptcy Court,Western(Pittsburgh)Division of Pennsylvania 7.Florida Circuit Courts:Broward,Dade,Palm Beach,Lee,Collier,Martin,and Okeechobee Counties 8.Appraiser on landmark eminent domain cases:TESSLER,NESS TRAILER PARK,PATEL,SIMPSON v. FILLICHIO,RUBANO,PALM BEACH COUNTY(FL)vs.COVE CLUB INVESTORS,LTD. C)EXPERIENCE Over thirty-five(35)years appraising and analyzing real property interests in South Florida Partial list: RESIDENCES, RESTAURANTS/BARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTELS/MOTELS, CHURCHES, CONDOMINIUMS/COOPS, HOSPITALS &NURSING HOMES, VACANT LAND, GOLF COURSES, GOLF CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CENTERS, BANKS/THRIFT INSTITUTIONS, BOWLING ALLEYS, P.U.D.'S, INDUSTRIAL BUILDINGS, TIME-SHARE DEVELOPMENTS, ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASEMENTS, ESTATES, DIVORCES, PLANNING/LAND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATED PROPERTIES, SUGARCANE & TURFGRASS LAND, DAY CARE CENTERS, SELF-STORAGE FACILITIES, FUNERAL HOMES, ANIMAL HOSPITALS, SUBMERGED LAND, CITY CENTERS,etc. 61 D)PARTIAL LIST OF CLIENTS PRIVATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust; American National Bank; Landmark Bank; City National Bank; BankUnited; Gateway American Bank; State Farm Bank; Englewood Bank & Trust; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CITIES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERHILL, BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACH, HALLANDALE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MIRAMAR. FLORIDA COUNTIES: BROWARD, PALM BEACH,COLLIER, OKEECHOBEE;BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS;OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, BROWARD COUNTY HOUSING AUTHORITY,STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION(DOT); STATE OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GENERAL HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Approved Vendor);U_S. TREASURY DEPARTMENT(General Counsel, I.R.S.);U.S.MARSHAL'S SERVICE—U.S.ATTORNEY'S OFFICE CENTRAL DIVISION—U.S.Dept.of Justice; VETERANS ADMINISTRATION E)EDUCATIONAL BACKGROUND-(Partial List) BACHELOR OF ARTS- Earlham College,Richmond,Indiana(1954) MBA(Nova University) - Real Estate Management&Development(National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Course 2 (AIREA) - Urban Property Valuation(Income) Course 4 (AIREA) -Condemnation Appraising Course 6 (AIREA) - Income Capitalization&Analysis Course 101(SREA) - Introduction to Appraising Course 201(SREA) - Income Property Valuation,Theory Course 202(SREA) - Applied Income Property Valuation Course 301(SREA) - Applications/Appraisal Analysis Symposium (SREA) - Market Analysis,1978,Virginia Symposium (SREA) - Market Analysis,1979,Arizona Symposium (SREA) - Market Analysis,1980,South Carolina Symposium (SREA) - Market Analysis,1981,Tennessee Symposium (SREA) - Market Analysis,1982,New Mexico Symposium (SREA) - Market Analysis,1983,Pennsylvania Symposium (SREA) - Market Analysis,1984,Georgia Symposium (SREA) - Market Analysis,1985,Vancouver,B.C. Symposium (SREA) - Market Analysis,1986,New Jersey Clinic (SREA) -#201 Instructor,1987,U.of Illinois Clinic (SREA) -#201 Instructor,1988,Illinois Seminar (SREA) - Professional Practice,1988,Florida Symposium(SREA) - Market Analysis, 1988,California Symposium(SREA) - Market Analysis, 1989,Minnesota MBA Graduate School Courses: 1990—1991 Successfully completed the following graduate school courses: - "Regulation of Real Estate Development" - "Real Properties Management" - "Legal Issues In Real Estate" - "Market Analysis and Site Selection" - "Organizational Behavior and Management' - "Human Resource Management" - "Real Estate Economics" -"R.E.Finance:Instruments,Institutions&Investment Analysis" - "Urban Infrastructure&Environmental Analysis" - "Real Estate Accounting" - "Marketing Management for Real Estate" - "Commercial Real Estate Lending" - "Construction Technology and the Building Development Process" SEMINAR (AI) - Cost Approach(1992/Boston) SEMINAR (AI) - Rates&Ratios(1992/Boston) SEMINAR (AI) - International Appraising(1992/Boston) SEMINAR (AI) - Litigation Valuation/Mock Trial(1993) SEMINAR (AI) - ADA ACT(1993/Reno) SEMINAR (AI) - Hotel Valuation(1993) SEMINAR (AI) - Income Capitalization,Methods(1993) SEMINAR (AI) - Powerlines/Electromagnetic Radiation(1994) SEMINAR (AI) - Verifying Market Data(1994) SEMINAR (AI) - Market Studies for Appraisals(1994) SEMINAR (AI) - Florida Appraiser Core Law(USPAP/1994) 62 E)EDUCATIONAL BACKGROUND-(Partial List,continued) SEMINAR (AI) - Limited Appraisals&Reports(USPAP/1994) SEMINAR (AI) - Public Safety&Property Values(1995) SEMINAR (AI) - Outparcel Valuation(1995) SEMINAR (AI) - Computer Technology Video Conference(1995) SEMINAR (AI) - The Internet&the Appraiser(1996) SEMINAR (AI) - Florida Commercial Construction(1996) SEMINAR (AI) - Real Property Rights in Florida(1996) COURSE (AI) - USPAP&Florida Real Estate Core Law(1996) SEMINAR (AI) - Valuation of Trees(199 7) 3-DAY COURSE - Environmental Permitting/Mitigation/Mitigation Banking/Contamination Risk Management- Liability/Wetlands/Hazardous Wastes/LenderLiability(1997/Marco Beach.FL) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) - Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) - Non-Conforming Uses(1998) SEMINAR(AI) - The Impact of Contamination on Real Estate Value(1998) COURSE (AI) - USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) - Econometrics/Statistical Valuation Methods(1999) COURSE (AI) - 14 Hour(2-day)Advanced Spreadsheet Modeling for Valuation Applications SEMINAR(AI) - Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) - The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) - Technology Forum Part II/Intermediate(1999) SEMINAR(AI) - Client Satisfaction/Retention/Development(1999) SEMINAR(AI) - Attacking and Defending an Appraisal(1999) SEMINAR(AI) - Federal Appraisal Requirements("Yellow Book')(2000) SEMINAR(AI) - Regression Analysis in Appraisal Practice:Concepts&Applications(2000) SEMINAR(AI) -Analyzing Income Producing Properties(2000) SEMINAR(ATIF) - 1031 Tax Deferred Exchanges(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) - Mediation&Alternate Dispute Resolution Seminar(2001) SEMINAR(AI) - State of the Appraisal Profession(2001) 2-Day SEMINAR - Eminent Domain,by CLE International,Tampa,Florida(200 1) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -7 Hour National USPAP Update Course#1400(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Appraiser Independence in the Loan Process(2004) SUMMIT (AI) -Moderator at 2-day Appraisal Summit in Washington,D.C.(12/2004) SEMINAR(AI) -Loss Prevention Program for Real Estate Appraisers(2005) SEMINAR(AI) -Valuation of Wetlands(7/2005) SEMINAR(AI) -Tri-County Residential Symposium(8/2005) SEMINAR(AI) -"Cool Tools"Internet Resources and Use for Valuation(2/2006) SEMINAR(AI) -FREAB 7-Hour National USPAP Update(5/2006) SEMINAR(AI) -FREAB 3-Hour Florida State Law for Real Estate Appraisers(5/2006) SEMINAR(AI) -USPAP Scope of Work&New Requirements(8/2006) SEMINAR(AI) -USPAP Reappraising,Readdressing&Reassigning Appraisal Reports(2/2007) SEMINAR(AI) -Al Summary Appraisal Report/Residential(4/07) COURSE(Fla..) -14-Hour Continuing Education(including 3-Hour Florida Core Law)(7/2007) SEMINAR(AI) -Real Estate Fraud:Appraisers Beware!(8/2007) SEMINAR(AI) - Florida Law for Real Estate Appraisers(11/2007) COURSE(AI) -Business Practices and Ethics—8 hours(12/2007) SEMINAR(AI) -Supervisor Trainee Roles and Rules(2/2008) SEMINAR(AI) -7 Hour National USPAP(4/2008) SEMINAR(AI) -USPAP Hypothetical Conditions&Extraordinary Assumptions(5/2008) SEMINAR(AI) -Litigation Skills for the Appraiser—7-Hour Seminar(9/2008) SEMINAR(AI) -Public Sector Appraising(2/2009) 63 E)EDUCATIONAL BACKGROUND-(Partial List,continued) WEBINAR(AI) -Develop an Effective Marketing Plan(3/2009) SEMINAR(AI) -Inspecting the Residential"Green House"(4/2009) SEMINAR(AI) -Property Tax Assessment(5/2010) SEMINAR(AI) -Supervisor Trainee Roles and Rules(7/2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(7/2010) SEMINAR(AI) -7-Hour Introduction to Valuation for Financial Reporting—Chicago(5/2009) SEMINAR(AI) -Government Regulations&Their Effect on R.E.Appraising(8/2009) SEMINAR(AI) -R.E.Market:How We Got Here,Where We Are,Where We're Going(10/2009) SEMINAR(AI) -7 Hour National USPAP Update Course(10/1/2010) COURSE (AI) -7 Hour Introduction to Conservation Easement Valuation(12/10/2010) SEMINAR(AI) -The Real Estate Market(2/18/2011) COURSE (AI) - 16 Hours Uniform Appraisal Standards for Federal Land Acquisitions("Yellow Boob')(2/25-26/2011) WEBINAR(AI) -Real Estate Industry Perspectives on Lease Accounting(4/7/2011) COURSE (AI) - 15 Hour Appraisal Curriculum Overview(5/19-20/2011) WEBINAR(AI) -2-hour Investment Property Accounting Standards(6/8/2011) SEMINAR(AI) -3 Hour Spotlight on USPAP—Agreement for Services(7/15/2011) COURSE (AI) - 14 Hours(2-day)Advanced Excel Spreadsheet Modeling for Valuation Applications(9/22&9/23/2011) SEMINAR(AI) - Trial Components(11/4/11) SEMINAR(AI) - Lessons from the Old Economy Working in the New(1/20/2012) 7-Hour USPAP -National USPAP Update(3/9/2012) 3-Hour Fla..Law -State Law Update(3/9/2012) SEMINAR(AI) - Appraisal Review for General Appraisers(4/12/2012) SEMINAR(AI) - Land Valuation(4/20/2012) SEMINAR(AI) - The Valuation of Warehouses(6/22/2012) SEMINAR(AI) - Town Hall Meeting:2012 Appraisal Institute Forum(7/12/2012) SEMINAR(AI) - IRS Valuation(7/19/2012) SEMINAR(AI) - 7 Hour Business Practices and Ethics Course(12/7/2012) SEMINAR(AI) - Real Estate Forecast 2013(1/25/2013) COURSE(AI) - 7 Hour Advanced Marketability Studies(5/6/2013) SEMINAR(AI) - Developing a Supportable Workfile(11/15/2013) SEMINAR(AI) - Florida Appraisal Law Course(2/7/2014) SEMINAR(AI) - Liability Issues for Appraisers performing Litigation&Non-Lending Work(2/24/2014) COURSE(AI) - 7 Hour National USPAP Update Course(4/25/2014) SEMINAR(AI) - Economic Conditions(5/16/2014) SEMINAR(AI) - Fundamentals of Going Concerns(7/16/2014) SEMINAR(AI) - Litigation Assignments for Residential Appraisers(7/24/2014) SEMINAR(AI) - Economic Engines of Miami-Dade County,Florida(1/23/2015) SEMINAR(AI) - Economic Engines Driving Broward County,Florida(5/15/2015) 3-Hour Fla.Law - Florida Real Estate Broker 14-hour Continuing Education Course (incl.3 hour core law)with exam(9/2015) SEMINAR(AI) -Drone Technology&its Effect on Real Estate Valuations(11/2015) SEMINAR(AI) -Loss Prevention for Real Estate Appraisers(1/22/2016) COURSE(AI) -7-Hour National USPAP Update Course(4/22/2016) SEMINAR(AI) -3-Hour Florida Appraisal Law(4/22/2016) SEMINAR(AI) -4-Hour Appraisals in the Banking Environment(5/6/2016) SEMINAR(AI) -Appraising the Tough One:Mixed Use Properties(8/19/2016) SEMINAR(AI) -4-Hour Business Practices&Ethics(12/02/2016)5-Year Requirement WEBINAR(AI) -2-Hour Yellow Book Changes—Overview for Appraisers(1/11/2017) SEMINAR(AI) -3-Hours Economic Engines Driving Broward County in 2017(1/27/2017) COURSE(AI) -7-Hours:Introduction to Green Buildings Principles&Concepts(2/24/2017) COURSE(AI) -4 Hours:Another View of the Tough One:Sales Comparison Approach for Mixed-Use Properties(5/19/2017) SEMINAR(AI) -4 Hours:Appraising for Federal Office of Valuation Services&Yellow Book Review(8/18/2017) COURSE(BR) -14 Hours Real Estate Continuing Education,including 3-Hour Florida Real Estate Core Law(9/13/2017) COURSE(AI) - 4-Hours:2-4 Unit Small Residential Income Property Appraisals(11/3/2017) COURSE(AI) - 15 Hours"Yellow Book"Unifonn Appraisal Standards for Federal Land Acquisitions—Passed Exam(11/10/2017) SEMINAR(AI) - 3 Hours"Hot Topics and Myths in Appraiser Liability"(1/26/2018) COURSE(AI) - 7-Hour National USPAP Update Course(2/9/2018) SEMINAR(AI) - 3 Hours Florida Appraisal Law(2/9/2018) SEMINAR(AI) - 3 Hours"Parking Impact on Florida Properties"(5/4/2018) SEMINAR(AI) - 4 Hours"Technology Tips for Real Estate Appraisers"(9/21/2018) SEMINAR(AI) - 3 Hours "Airport Appraisals) (01/25/2019) SEMINAR(AI) - 4 Hours"Understanding an Investigation by a State Appraiser Regulatory Board or Agency(5/17/2019) SEMINAR(AI) - The 50%FEMA Appraisal Rule(8/23/2019) COURSE (BR) - 14 Hours Required Education(8 hrs.Specialty Education;3 hrs.Core Law,3 hrs.Business Ethics(9.3.2019) SEMINAR(AI) - Artificial Intelligence,AVMs,and Blockchain:Implications for Valuation. (1/24/2020) 64 F)APPRAISAL TEACHING EXPERIENCE Licensed by the Florida Department of Education to Teach(Certificate No.275236). Authored and taught Residential and Commercial Real Estate Appraisal Courses for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers. Taught Course 201 - Society of Real Estate Appraisers. Taught Appraisal Seminars-Board of Realtors,ASA, SREA,and Al (Appraisal Institute). Adjunct Professor, University of Florida Division of Continuing Education: (taught Course 2, "Real Estate Principles and Practices" to prospective Florida Real Estate Brokers). G)PROFESSIONAL OFFICES HELD/AWARDS NATIONAL B.O.D.MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTITUTE (2006-2008) AWARD - Appraisal Institute`NATIONAL PRESIDENTS AWARD"2008 AWARD - Appraisal Institute"LIFETIME ACHIEVEMENT AWARD"2011 For"high ethical standards,contributions to the Appraisal Institute,Community and Appraisal Profession for at least 20 years." CHAIR - REGION X -All of Florida -Appraisal Institute(2008) VICE-CHAIR - REGION X -All of Florida -Appraisal Institute(2007) THIRD DIRECTOR - REGION X -All of Florida -Appraisal Institute(2006) FINANCE OFFICER - REGION X—All of Florida—Appraisal Institute(2006) PRESIDENT - BROWARD COUNTY,SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY,AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA.STATE GOVERNMENT RELATIONS SUBCOMMITTEE OF Al CHAIR - FLA.STATE LEGISLATION&REGULATION SUBCOMMITTEE OF Al G)PROFESSIONAL OFFICES HELD/AWARDS CHAIR - FLORIDA REALTORS COMMITTEE ON COMMITTEE REFORMS CHAIR - EDUCATION COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - CANDIDATES GUIDANCE COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - NATIONAL Valuation for Financial Reporting PROJECT TEAM OF Al VICE CHAIR&MEMBER - NATIONAL GOVERNMENT RELATIONS COMMITTEE OF Al(15 Years) MEMBER - NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEMBER - NATIONAL PUBLIC AFFAIRS COMMITTEE OF Al DIRECTOR - REGION X(Florida)Appraisal Institute MEMBER - REGION X(FLORIDA)ETHICS AND COUNSELING PANEL DIRECTOR - BROWARD COUNTY,FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL MEMBER OF Al SPECIAL MASTER - BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT,Broward County,FL MEMBER - 2013 APPRAISAL INSTITUTE NATIONAL BUSVAL PROJECT TEAM H)PROFESSIONAL PUBLICATIONS&PRESENTATIONS Wrote and taught a basic Residential Appraisal Course for the Broward County Adult Education Div.of the Dept.of Education; Wrote and taught an Income Appraisal Course for the Broward County Adult Education Division of the Department of Education; Co-authored and taught an appraisal course on Mortgage-Equity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3-hour accredited course in"The Legislation,Regulation and Appraisal of Real Property Rights in Florida September 7,1996. Presentation on"Gramm-Leach-Bliley"Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisers on October 24,2001. Presented 3-hour Florida CEU-credit seminar on"Appraisers and the Gramm-Leach-Bliley Act'before the South Florida Chapter of the Appraisal Institute on July 27,2002. Presenter at 6.5 Hour CLE-credit Attorney Seminar on Florida Eminent Domain,"Valuation and Damage Issues" February 2,2006, Fort Lauderdale,Florida P CIVIC INVOLVEMENT MEMBER OF ROTARY INTERNATIONAL/PAUL HARRIS FELLOW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBER FLORIDA PHILHARMONIC BROWARD TRUSTEES MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP("BYBLOS") MEMBER CIRCLE OF FRIENDS—NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MEMBER OF THE FORT LAUDERDALE/BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LIFETIME HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MEMBER NATIONAL&FT.LAUDERDALE COUNCILS U.S.NAVY LEAGUE U.S.ARMY VETERAN WWII(RA 1721268 1)-HONORABLE DISCHARGE 1949 65 Vance Beal Estate Service Claudia Vance, MAI Appraiser - Real Estate Analyst Reviewer Vance Real Estate Service - 7481 NW 4 Street Plantation - FL - 33317 Office: 954.583.2116 Cell: 954.647.7148 Email:vanceval(a,att.net Web Site:www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Designated appraisers perform the appraisal work,no trainees. Our appraisals are used for financial/mortgage loan purposes from large mixed use complexes to small owner-occupied properties. We have the qualifications for appraisals submitted to SBA. Jesse B.Vance,Jr.,MAI, SRA,ASA and Claudia Vance,MAI are qualified as expert witnesses for eminent domain,deficiency judgments,marriage dissolution,and estates. Our firm values most types of real property interests,timely,professionally,and at competitive costs. PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/LICENSES MAI Designation-APPRAISAL INSTITUTE No.9451 State-Certified General Real Estate Appraiser No.RZ-173 Florida State Licensed Real Estate Broker No.BK 0161305 VOSB Veteran-Owned Small Business(CCR/Duns 826494957) B)WORK HISTORY 1983-Current Vice President-Vance Real Estate Service 1981-1983 President-The Appraisal Company,Fort Lauderdale,Florida C)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION U.S.Bankruptcy Court,Southern District of Florida Florida Circuit Court:Broward County D)PROFESSIONAL DEVELOPMENT PROGRAM REGISTRIES Valuation of Sustainable Buildings: Cormnercial Valuation of Sustainable Buildings: Residential E)EXPERIENCE:35+years appraising and analyzing real property interests in South Florida. F)APPRAISER SPECIAL MAGISTRATE FOR THE BROWARD CO VALUE ADJUSTMENT BOARD 2002-2010 Partial list of real property types valued: High value residences,Condominiums/Co-operatives,Office,Industrial,Multi-family,Restaurants/bars,Auto dealerships,City Centers, Hotels/motels, Houses of worship, Schools, Child care centers, Self-storage, Funeral home, Animal Hospital, Mixed use,Nursing homes,Gas sales stations,Marinas, Mobile home parks, Shopping centers, Country clubs/golf courses,Financial institutions,Bowling centers,Vacant land, Agricultural properties,Environmentally sensitive land Tvpes of Reports: Market Value, Eminent Domain, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Valuations,Estate planning,Marriage dissolution,Land use studies,Damage/Contamination studies 66 G)PARTIAL LIST OF CLIENTS— PRIVATE: Individuals,Corporations,Attorneys,Accountants,Habitat for Humanity,Seminole Tribe of Florida COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bank;American National Bank;Landmark Bank;City National Bank;Englewood Bank&Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES,TITLE INSURANCE COMPANIES FLORIDA CITIES: Fort Lauderdale, Plantation, Cooper City, Deerfield Beach, Tamarac, Oakland Park, Wilton Manors, Davie,Hollywood,Pembroke Pines,Hallandale Beach,Lauderhill, Southwest Ranches,Miramar,Boca Raton,Boynton Beach, West Palm Beach,Delray Beach FLORIDA COUNTIES and AGENCIES: Broward,Palm Beach,Broward County Board of County Commissioners,School Board of Broward County,Broward County Housing Authority STATE OF FLORIDA Department of Transportation(FDOT),Department of Environmental Protection U.S.Department of Veterans Affairs,U.S.Department of Treasury(IRS),U.S Marshall's Service,U.S.Attorney Hl EDUCATIONAL BACKGROUND Academic: Bachelor of Arts Degree—University of New Orleans,New Orleans,LA—Major: English Professional: Symposium (SREA)- Market Analysis,1983,Philadelphia Symposium (SREA)- Market Analysis,1984,Atlanta Symposium (SREA)- Market Analysis,1985,Vancouver Symposium (SREA)- Market Analysis,1986,Atlantic City Symposium (SREA)- Market Analysis,1988,Los Angeles SEMINAR(AI) -Cost Approach(1992/Boston) SEMINAR(AI) -Rates&Ratios(1992/Boston) SEMINAR(AI) -International Appraising(1992/Boston) SEMINAR(AI) -Litigation Valuation/Mock Trial(1993) SEMINAR(AI) -ADA ACT(1993/Reno) SEMINAR(AI) -Hotel Valuation(1993) SEMINAR(AI) -Income Capitalization,Methods(1993) SEMINAR(AI) -Powerhnes/Electromagnetic Radiation(1994) SEMINAR(AI) -Verifying Market Data(1994) SEMINAR(AI) -Market Studies for Appraisals(1994) SEMINAR(AI) -Florida Appraiser Core Law(USPAP/1994) SEMINAR(AI) -Limited Appraisals&Reports(USPAP/1994) SEMINAR(AI) -Public Safety&Property Values(1995) SEMINAR(AI) -Outparcel Valuation(1995) SEMINAR(AI) -Computer Technology Video Conference(1995) SEMINAR(AI) -The Internet&the Appraiser(1996) SEMINAR(AI) -Florida Commercial Construction(1996) SEMINAR(AI) -1996 Data Exchange(1996) SEMINAR(AI) -Real Property Rights in Florida(1996) COURSE (AI) -USPAP&Florida Real Estate Core Law(1996) SEMINAR(AI) -Valuation of Trees(1997) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) -Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) -Non-Conforming Uses(1998) SEMINAR(AI) -The Impact of Contamination on Real Estate Value(1998) COURSE (AI) -USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) -Econometrics/Statistical Valuation Methods(1999) SEMINAR(AI) -Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) -The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) -Technology Foram Part II/Intermediate(1999) SEMINAR(AI) -Client Satisfaction/Retention/Development(1999) SEMINAR(AI) -Attacking and Defending an Appraisal(1999) SEMINAR(AI) -Federal Appraisal Requirements(2000) SEMINAR(AI) -Regression Analysis in Appraisal Practice:Concepts&Applications(2000) H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(AI) -Analyzing Income Producing Properties(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) -Mediation&Alternate Dispute Resolution Seminar(200 1) SEMINAR(AI) -State of the Appraisal Profession(2001) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -National USPAP Course(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Loss Prevention(2005) SEMINAR(AI) -Single Family Fraud Awareness(2005) SEMINAR(AI) -Guide to the new URAR form(2005) SEMINAR(AI) -Technologies for Real Estate Appraisers(2006) SEMINAR(AI) -The Appraiser's Role in New Urbanism(2006) SEMINAR(AI) -National USPAP Update(2006) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2006) SEMINAR(AI) -Scope of Work and the New USPAP Requirements(2006) SEMINAR(AI) -Energy Star and the Appraisal Process(2006) SEMINAR(AI) -Reappraising,Readdressing,and Reassigning Appraisals(2007) SEMINAR(AI) -Real Estate Fraud(2007) SEMINAR(AI) -Forecasting Revenue(2007) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2007) COURSE(AI) -Business Practice and Ethics#420(2007) SEMINAR(AI) -Supervisor—Trainee Roles and Rules(2008) COURSE(AI) -7 Hour National USPAP Update#400(2008) SEMINAR(AI) -Hypothetical Conditions and Assumptions(2008) SEMINAR(AI) -Real Estate Economy(2008) SEMINAR(AI) -Public Sector Appraising(2009) SEMINAR(AI) -Inspecting the residential"green"house(2009) WEBINAR(AI) -Value for Financial Reporting(2009) SEMINAR(AI) -The Real Estate Market in 2009 SEMINAR(AI) -New Government Regulations(2009) SEMINAR(AI) -Property Tax Assessment(2010) SEMINAR(AI) -7 Hour National USPAP(2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2010) SEMINAR(AI) -Supervisor/Trainee Roles and Rules(2010) SEMINAR(AI) -The Real Estate Market(2011) SEMINAR(AI) -Uniform Appraisal Standards for Federal Land Acquisitions-"Yellow Boob'(2011) COURSE(AI) -15 Hour Appraisal Curriculum Overview(2011) SEMINAR(AI) -Spotlight on USPAP—Agreement for Services(2011) SEMINAR(AI) -Trial Components(2011) SEMINAR(AI) -Lessons from the Old Economy Working in the New(2012) SEMINAR(AI) -Appraisal Review for General Appraisals(2012) COURSE(AI) -National USPAP Update(2012) SEMINAR(AI) -Florida Law(2012) SEMINAR(AI) -Land Valuation(2012) SEMINAR(AI) -Valuation of Warehouses(2012) SEMINAR(AI) -IRS Valuation(2012) SEMINAR(AI) -Business Practices and Ethics(2012) SEMINAR(AI) -Real Estate Forecast(2013) SEMINAR(AI) -Advanced Marketability Studies(2013) SEMINAR(AI) -Developing a Supportable Workfile(2013) 68 H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(Al) -Florida Appraisal Law(2014) SEMINAR(Al) -Liability Issues for Appraisers performing Litigation&Non-Lending Work(2014) COURSE(Al) -7 Hour National USPAP Update Course(2014) SEMINAR(Al) -Florida Law(2014) SEMINAR(Al) -New Real Estate Economy(2014) SEMINAR(Al) -Economic Engines of Miami-Date County(2015) SEMINAR(Al) -Economic Engines of Broward County(2015) SEMINAR(Al) -Tightening the Appraisal(2015) SEMINAR(Al) -Evaluating Commercial Construction(2015) SEMINAR(Al) -Drone Technology(2015) SEMINAR(Al) -Loss Prevention for Appraisers(2016) COURSE(Al) -7 Hour National USPAP Update(2016) SEMINAR(Al) -Florida Law(2016) SEMINAR(Al) -Redefining the Appraisal&Its Role in an Evolving Banking Environment(2016) SEMINAR(Al) -The Tough One,Mixed use properties(2016) SEMINAR(Al) -Business Practices&Ethics(2016) SEMINAR(Al) -Economic Engines Driving Broward County(2017) SEMINAR(Al) -Introduction to Green Buildings&passed exam(2017) SEMINAR(Al) -Another View of the Tough Ones(2017) SEMINAR(Al) -Appraising for the Office of Valuation Services,Department of the Interior(2017) SEMINAR(Al) -Case Studies in Appraising Green Residential Buildings&passed exam(2017) SEMINAR(Al) -Uniform Appraisal Standards for Federal Land Acquisitions&passed exam(2017) SEMINAR(Al) -Hot Topics&Myths in Appraiser Liability(2018) COURSE(Al) -7 Hour National USPAP Update(2018) SEMINAR(Al) -Florida Law(2018) SEMINAR(Al) -Parking&Its Impact on Florida Properties(2018) SEMINAR(Al) -What's New in Residential Construction(2018) SEMINAR(Al) -Valuation Resources for Solar Photovoltaic Systems(2018) SEMINAR(Al) -Technology Tips for Real Estate Appraisers(2018) SEMINAR(Al) -Residential&Comnnercial Valuation of Solar&passed exam(2018) SEMINAR(Al) -Airport Appraisals(2019) SEMINAR(Al) -Practical Applications in Appraising Green Commercial Properties&passed exam(2019) D PROFESSIONAL INVOLVEMENT Region X Representative of the Appraisal Institute 2006—2009 President of the South Florida Chapter of the Appraisal Institute-2003 First Vice-President of the South Florida Chapter of the Appraisal Institute-2002 Second Vice-President of the South Florida Chapter of the Appraisal Institute-2001 Secretary of the South Florida Chapter of the Appraisal Institute-2000 Treasurer of the South Florida Chapter of the Appraisal Institute-1999 Chair of the Education Committee of the S.Florida Chapter of the Appraisal Institute-1995,1996,1997,1998,2007-2018 Director of the South Florida Chapter of the Appraisal Institute 1996-1998 Member of Region X(Florida)Ethics and Counseling Panel—Al Graduate of the Florida REALTORS Institute(GRI) J) CIVIC INVOLVEMENT Member of the Navy League of the United States—Fort Lauderdale Council Lifetime Honorary Member-Florida Sheriff s Association Member of Zeta Tau Alpha Alumnae Fraternity 69 Pndei 11 )y 4 r - �4S S'1sF INN ro I G I 1 9 s 1 d t t iJ� R" i Im i sl➢�� a I{` ,<, , ey rd Al `f � G 9: I J 3 6 � a", Utterback, Theresa From: Utterback, Theresa Sent: Thursday, September 1, 2022 5:07 PM To: Myles I. Stepner Cc: Kenneth Dodge (kdodge@llw-law.com);Thuy Shutt (shuttt@bbfl.us) Subject: FW: Lot 177 NW 2nd Street - Boynton Beach Attachments: 9.1.22 PSA_BRRH 8.30 Orig_Bap V1 Resp - Lot 177 NW 2nd St.docx Hi Myles, I have copied our attorney, Mr. Dodge, so that he can review the marked up version of the PSA. The only item that cannot be changed at this time is the offer amount of$28,000. The counter offer has to be approved by the Board. What we can do it present the counter offer to the Board on September 13. In the meantime our attorney will review the mark up version. Thank you for coordinating this. We will let you know the Board's decision after the meeting. Have a wonderful evening. Theresa From: Myles 1. Stepner<Myles.Stepner@baptisthealth.net> Sent:Thursday, September 1, 2022 3:21 PM To: Utterback,Theresa <UtterbackT@bbfl.us>; Shutt,Thuy<ShuttT@bbfl.us> Cc: Curfman, Vicki <CurfmanV@bbfl.us>; Kenneth Dodge (kdodge@llw-law.com) <kdodge@llw-law.com>; Emma Lazo <EmmaL@baptisthealth.net>; Sara Diaz-Gonzalez<SaraDi@baptisthealth.net>; Carolina Barket <CarolinaBa@baptisthealth.net>; Annette Jernigan <AnnetteJ @ baptisthealth.net> Subject: RE: Lot 177 NW 2nd Street- Boynton Beach Good Afternoon Theresa and Thuy, I trust you are having a positive close to the week. Attached is a redline version of the Initial PSA proposed by the BBCRA for the subject land. Pleased to share this with you in advance of the deadline for submission to the Sept 13 BBCRA Board Meeting. As for our response,the seller takes into consideration that the property appraiser currently appraises the land at$40k. Additionally, our own appraisal identifies the land as being in the development path of a market which has shown a steady appreciation in land values, along with development and sales activity. Feel free to reach out with any questions and/or considerations.We look forward to working with you toward a favorable result for both parties. Best regards, 1 8-30-2022 Boca iso PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and BOCA I ATON REGIONAL HOSPITAL, INC., Florida not-for-)rofit corporation, formerly known as BOCA RATON COMMUNITY HOSPITAL, INC. (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SLEIPPETY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Property located on N.W. 2nd Street (Lot 177), Boynton Beach, in Palm Beach County, Florida (the "Property") and more particularly described as follows: South 25 feet of Lot 177, Block A, BOYNTON HILLS, according to the Plat thereof, as recorded in Plat Book 4, at page 51, public records of Palm Beach County, Florida. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Thousand and 00/100 Dollars ($ .�, 4:,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, P ("Escrow Agent") a deposit in the amount of Five Thousand and 00/100 Dollars ($5,000.00)the -Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: The Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement is terminated d°sg e ~° ` °-y any reason other than a default r�RC SEP,the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the 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. PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 2 of 16 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 mis-delivery 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 02 (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 � j 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. 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 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. 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 en 1.0Fusin ss ° ;s after Purchaser's r ci t of the T[de Commitment �e notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). _If PURCHASER fails to deliver the Title PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page of 16 Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject tothe conditions set forth in the Title Commitment. |fPURCHASER timely delivers the Title [)h|8CtioOS to SELLER,then SELLER shall, y_PURCHASER Opt (i) SELLFR that SELLER does riot a LLER a-rees to make a commercialiv reasonable effort to cure or remove the Title,Qb�ect�,pns SELLER shall have thirty /3D\ daystocure and remove the | Title Objections-(hereinafterthe "Cure Period"). |nthe event that SELLER isunable tocure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction ofPURCHASER,then PURCHASER, in PURCHASER'ssole and absolute discretion,shall have the option of(i) extending the Cure Period and the Closing for one additional thirty(3O) 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 contractors' liens orother recorded claims oflien upon the property, or-(iii) canceling and terminating this Agreement, in which case, the Deposit shall be | returned PURCHASER, and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. effort to cure or remove the Title Obiections PURCHASER shall have the.option of (]l acce tin enforcement and contractors' liens or other recorded claims..,of,,fien ur Ep and termingling_1his Agreement,in hich case, the Deposit shall be ret p PURCHASER, and the Parties shall have no further obligations or liability heregnggL_g?�� !_hp�g�ex Eg5r .sAl .,p herein to survive termination of this&q.�e�emgnt 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. |fany 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 asobjections to items appearing in the Title Commitment, subject tothe provisions ofthis Section. 7.1. 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 tothe nearest 1/10Dthofanacre. |fthe 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 PURCHASER's |nitia|s:_____ SELLEF's Initials:_____ Purchase and Sale Agreement Page 4 of 16 provisions of Section 7.1 concerning title objections. 7.2 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: 7.2.1 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. 7.2.2 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. 7.2.3 Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER n iff - ,<u h documents and instruments as are re son )l . necessa -uWed--43-y� 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. in the event there are1a violations of overnmental ApprovalsLtlsre . to the Pro ert such violations sell he treated as Title Ob,e tlon s. �, m � ��. ��.�s ��, �° ,,..�� v � � , iii• rpa°� s 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 PURCHASER's Initials: SELLER's Initials: 0x499845-x Purchase and Sale Agreement Page 5 of 16 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 Re ulations. 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 Celosing unoccupied. 9. CLOSING DOCUMENTS. The C ELLER shall prepare, or cause to be prepared,the Closing Documents set forth in this Section _ ta . 4: , At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. Ac,imWarranty 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 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. PURCHASER's Initials: SELLER's Initials: 01499845.1 Purchase and Sale Agreement Page 6 of 16 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. 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. S_ ecial 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. 10.4. 'Closing-Costs. SELLER shall pay for documentary stamps on the deed, f ,4h4� , and any cost associated with curing title. Purchaser shall pay the cosi of m c r in _of a SUrvey,the costof theTitlemrnitn nt ,,.the cost of an owner's tilde in r nc ,, li cJ,.all other closing expenses. .Each party shall be responsible for their respective attorneys'fees. 10.5 Closin 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. PURCHASER's Initials: SELLER's Initials: 61499845-1 Purchase and Sale Agreement Page 7 of 16 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 Closing7- ks.94f ' 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. d ° � ��-ems" � t°•., � " `• , �„ , r �° y- atheF-g � 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. PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 8 of 16 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. Is this Property lease 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. ° fAah+t-aiA4he41r-e -4 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 has received no notice from an Governmental Authority that the roe�°tyrin violation n f y Environmental Laws por that the lir ert : contaminated�yp�ygwith Hazardous at X%�Rl � X49 4 A $ � k �6 n g 4 &Xa4y4k0t . , °m �. 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)"). 11.09-10 Between the date of this Agreement and the date of losing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.1047 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 orwi1 taken c��i � _ lto make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been or illa be duly authorized Farm r t !l . „to act on PURCHASER'S Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 9 of 16 behalf of and to bind SELLER, and this Agreement,, once r d by the Board of Directors of SELLER will represents a valid and binding obligation of SELLER._ LER sha I..,. _ __ __provide PURCHASER IASER with written notice ongethis A reernent has been aPj)Ep SELLER's Board of I: it tors° y F 11.11-3 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 To .SELLER's knoWed e here 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. - e -SELLER has received n notice that �S -Jge,-, the Property and the use and operation thereof is notafe in compliance with applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. NOTWITHSTANDING ANYTHING TO THE CONTRARY TRARY CONTAI IE IN THIS AGREEMENT, PURCHASER.... .... NDAGREES THAT, IF IT CLOSES ON TFIE PURCHASE I EREuN ER, PURCHASER IS PURCHASING TETE PROPERTY AND ANY IMPROVEMENTS THERE I I"AS-IS � "WHERE-IE" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES,TIES, REPR-SEI TATI I S OR GUARANTEES_TEES EITHER EXPRESSED CSR I PImiEU OF ANY KIN12, ISA"I FROML OR ON BEHALF OF, SELLER EXCEPT SP CIE CALL SE m E RTI i iI °TIIi ACREEM ENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKN $LEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES TIES CONCERNING THE CONDITION_. TETE PROPERTY A l , ANY IMPROVEMENTS THEREON INCLUDING,_BUT.. NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, THE. IMPLIED WARRANTIES PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 10of16 OF HABITABILITY, MERCHANTAB1,L1TY,,,..0R FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER HAS NOT RELIED., AND WILL NOTRELY, UPON ANY REPRESENTATIONS OR WARRANT�'ES (ORAL OR WRIT-TEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, 12. 13.1. |nthe event that this transaction fails boclose due to a wrongful refusal to close or default on the part ofPURCHASER, subject tothe 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 bypersons 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 isa bona fide liquidated damages provision and not apenalty orforfeiture provision. 12.2. Seller's |nthe event that SELLER shall fail or refuse to Limely Close, orifanyofSELLER'S representations Breuntrueorin8cmurate | 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 (3) seek specific | | performance mfthi5Agree rnen 12'3. Prior to declaring adefault and exercising the rennedies described herein, the non-detmu|ting 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 10cure the default. The defaulting Party shall have fifteen /15\ days from delivery of the notice during which to cure the default. 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. PURCHASER's |nitia|s:_____ SELLER's |nitim|s:_______ Purchase and Sale Agreement Page 11 of 16 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: If to Seller: Rosa Raton Rei nal Hos) t lx Inc. 6355 Red R as , Suite 600 Coral Cables, EL 3314 Attn: Kathleen S. rrnan, VP With a copy to: We r. 5a n, Esq. Saxon &, Finkj LLE 9055 SW 87,Avenue, Suite 112 Miami, FL 33176 If to Purchaser: Thuy Shutt, 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 360 South Rosemary Avenue, Suite 1100 West Palm Beach, Florida 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 PURCHASER's Initials: SELLER's Initials: 01498845-1 Purchase and Sale Agreement Page 12 of 16 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 with any broker or finder in connection with this Agreement. PURCHASER shall ind m fy defend and hold harmless the SELLER from and against any and all claims losses, da a , costs _ )ens s 'inclu in without limitation. attorn 's s o'f an kind or character arisin out of or resulting from any agroemont arran ement or undersIgpdinp,allo d to have been made b PURCHASER on itsbehalf with,� broker or finder ire connection with this r r ants 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 Tf E. a s -are 44 ................�� here 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. PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 13 of 16 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 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. Comutation 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 PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 14 of 16 any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of A reement. 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. 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. PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 15 of 16 18.12 SELLER and PURCHASER Attorneys' Fees and Costs. SELLER and PURCHASER acknowledge and agree that SELLER and PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER or PURCHASER in connection with the transaction contemplated by this Agreement. SIGNATURES ON FOLLOWING PAGE PURCHASER's Initials: SELLER's Initials: 01499845-1 Purchase and Sale Agreement Page 16 of 16 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY BOCA RATON REGIONALHOSPIIAL, I C�_.p_ REDEVELOPMENT AGENCY Florida.... no SgEk2Ea�s f r ed known a BOCA RATON COMMUNITY HOSPITAL, INC. : : Printed Name: Ty Penserga Uncolln Mendez, CFO Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman &Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01498845-1 d BEACK�,,,,,,CRA OWN= COMMU NFTY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.J. SUBJECT: CRA Board Discussion and Consideration of Executive Director's Annual Performance Review for FY 2022-2023 SUMMARY: At the September 14, 2021 meeting, the CRA Board approved entering into an Executive Director Employment Agreement with Thuy Shutt to provide all of the duties, responsibilities and obligations as required of the Boynton Beach Community Redevelopment Agency's Executive Director(see Attachment 1). Employment History with the Boynton Beach CRA: July 2017: Ms. Shutt was hired as the Assistant Director for the Boynton Beach CRA. July 2021: The CRA Board approved Ms. Shutt to transition into the interim Executive Director position upon the resignation of the former Executive Director Mr. Michael Simon in June 2021. The CRA Board indicated that there was no need to go outside if there was a well-qualified person within the agency. September 2021: The CRA approved Ms. Shutt to continue her role as the CRA's new Executive Director at the same salary as what Mr. Simon would have received if he had remained. September 2021 - Present: Ms. Shutt has been serving as the Executive Director. As described in the Employment Agreement under Section 5.0., Performance Review, "the CRA Board will provide Ms. Shutt with a review of her performance as Executive Director on an annual basis. At the Board's discretion, the Performance Review may be presented to Ms. Shutt in written or oral form and must take place at a regularly scheduled Board meeting." The Executive Director provided each member with a Performance Evaluation Form (see Attachment 11) to be completed and returned, if so desired, for discussion at the Board's August 9, 2022 regular meeting. A summary of the Agency's notable accomplishments during FY 2021- 2022 was also provided to the Board members along with the Evaluation Form (see Attachment 111). At the August 9, 2022, Board meeting, the agenda item was tabled to the September 13. 2022 CRA Board meeting to allow participation from all Board members since Board Member Cruz was not in attendance. A draft First Amendment to the Executive Director Employment Agreement is provided in Attachment I V for the Board's review and consideration. FISCAL IMPACT: Current salary amount is $167,174 and an annual automobile allowance of$3,600. CRA BOARD OPTIONS: Discussion and consideration of the item as determined by the CRA Board. ATTACHMENTS: Description D Attachment I -2021 Executive Director Employment Agreement D Attachment II - Performance Evaluation Form (Blank) D Attachment III - FY 2021-2022 ED Summary of Performance D Attachment IV - Draft First Amendment 2021-2022 Executive Director's Employment Agreement EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This employment agreement ("Agreement"), is made and entered into by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(the"CRA"),and THUY SHUTT, ("SHUTT")(collectively,the"Parties"). WHEREAS, the Board desires to employ SHUTT as Executive Director of the CRA; and WHEREAS, the CRA desires to provide certain benefits, to establish certain conditions of employment and to set certain working conditions of SHUTT as Executive Director of the CRA; and WHEREAS, SHUTT desires to accept employment as Executive Director of the CRA under the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the Parties agree as follows: 1.0. Duties 1.1. The CRA agrees to employ SHUTT as the full-time Executive Director of the CRA. As Executive Director, SHUTT will perform all of the functions and duties assigned and delegated to her by the Board of Commissioners of the CRA (the"Board") and all functions and duties that are necessary to manage the CRA's operations pursuant to Florida Statutes, 163.330—163.463.The general scope of duties is set forth in the job description attached hereto as Exhibit"A." 1.2. SHUTT agrees to perform the duties set forth in Exhibit "A," as well as all other legally permissible and proper duties and functions as may be assigned by the Board from time to time. 1.3. SHUTT agrees to perform the duties of the Executive Director with care, diligence, skill and expertise and in full conformance with the laws governing the CRA. 1.4. SHUTT shall be subject to the all existing CRA policies and procedures governing its employees("Human Resource Policies").Where there is a conflict between the Human Resource Policies 01531551-1 and the terms of this Agreement, the terms of this Agreement shall control. 1.5. While serving as the Executive Director of the CRA, SHUTT shall not be entitled to engage in any other employment or professional engagements without prior consent of the Board, except that SHUTT may operate as a licensed architect so long as doing so does not conflict with or impede SHUTT's performance as the Executive Director of the CRA. 1.6. SHUTT shall comply with all applicable provisions of Florida Statutes and all applicable ordinances, resolutions, policies and procedures of Palm Beach County, the City of Boynton Beach and the CRA governing the behavior of public employees, as each may be amended from time to time. 2.0. Term 2.1. This Agreement shall become effective on the date the Board approves the Agreement or on the date SHUTT executes the Agreement,whichever is later("Effective Date"). 2.2. The Executive Director serves at the pleasure of the CRA as governed by the Board, and therefore, SHUTT's appointment as Executive Director hereunder has no fixed term. 2.3. The CRA may terminate SHUTT as Executive Director at any time, subject only to the provisions set forth in Section 7 of this Agreement. 2.4. SHUTT may resign from the Executive Director position at any time, subject only to the provisions set forth in Section 8 of this Agreement. 3.0. Salary 3.1. Base_Salar. The CRA shall pay SHUTT an annual compensation of one hundred sixty- seven thousand one hundred seventy-four dollars ($167,174.00), for serving as the Executive Director of the CRA pursuant to this Agreement("Base Salary"). The Base Salary shall be payable in equal bi-weekly installments at the same time and in the same manner that all other CRA employees are paid. 3.2. The CRA will reimburse SHUTT for documented and justifiable expenses incurred as a 01531551-1 direct result of SHUTT"s performing her duties as Executive Director of the CRA, within the amounts authorized for in the CRA budget. 4.0. Benefits 4.1. Benefits. The benefits provided to SHUTT pursuant to this Section 4.0 shall hereinafter be referred to as the`Benefits." 4.2. Automobile/Car Allowance. The Executive Director's duties require that she have the use of an automobile during her employment by the CRA.The CRA agrees to pay SHUTT three thousand six hundred dollars ($3,600.00) per year, beginning on the Effective Date, for automobile expense reiunbursement payable in equal biweekly installments at the same time and in the same manner as the Base Salary is paid. 4.3. Legal Holidays. SHUTT is not required to work office hours on legal holidays as designated from time to time by the CRA, the State of Florida, or the United States Government. 4.4. Vacation and Sick Leave. SHUTT shall be entitled to accrue, use, and cash out sick and vacation leave pursuant to the CRA's paid leave benefits policy. If the CRA's policies relating to vacation and sick leave change, the Employee's benefits will change accordingly. 4.5. Insurance. CRA agrees to provide, at no cost to SHUTT,health, dental, life, and disability insurance for SHUTT consistent with the health insurance policies in effect as of the Effective Date of this Agreement and provided by the City of Boynton Beach to its employees. If the policies relating to insurance of the City for City senior staff employees change, SHUTT's benefits will change accordingly. 4.6. Professional Memberships. The CRA agrees to budget for and pay SHUTT's membership costs in the American Institute of Architects(AIA),National Council of Architectural Registration Boards (NCARB),the Florida Redevelopment Association(FRA), and the Urban Land Institute(ULI), to further her development as Executive Director for the benefit of the CRA. 01531551-1 4.7. Conventions. The CRA agrees to budget for and pay SHUTT's travel and subsistence expenses to attend one national convention (e.g. AIA, ULI, APA, International Council of Shopping Centers(ICSC), National Trust for Historic Preservation(NTHP)) and one Florida conference(e.g. FRA) per year for continuing education for professional license or certificate maintenance.This shall not include expenses to conferences or events to accept awards or recognition on behalf of the CRA. 5.0. Performance Review 5.1. Timing. During the term of this Agreement, every year in the month of May, the Board will provide SHUTT with a review of her performance as Executive Director (hereinafter Performance Review). At the discretion of the Board,the Performance Review may be presented in written or oral form to SHUTT, and must take place at a regularly scheduled CRA Board meeting. 5.2. Base„Salar,_and_Benefits Adjustments. In conjunction with any Performance Review, the Board may change the Base Salary and/or any Benefits provided to SHUTT pursuant to Sections 3.0 and 4.0 of this Agreement in such amounts and to such an extent as the Board deems appropriate. Any change to SHUTT's Base Salary and/or Benefits shall require a written amendment to this Agreement executed by both Parties. 6.0. Termination 6.1. Date of Termination. This Agreement shall tenninate upon the earlier of the following (hereinafter Termination Date): 6.1.1. Execution by both Parties of a written amendment to this Agreement terminating the Agreement; 6.1.2. Unilateral termination of SHUTT as Executive Director by the CRA pursuant to Section 7.0 of this Agreement; 6.1.3. Resignation by SHUTT pursuant to Section 8.0 of this Agreement; or 01531551-I 6.1.4. Death of SHUTT. 7.0. Unilateral Termination b the CRA 7.1. Procedure. The CRA may unilaterally terminate SHUTT as Executive Director of the CRA at its absolute and sole discretion by majority vote of the Board at a publicly noticed meeting of the CRA Board. At said meeting, the CRA shall state whether the termination of SHUTT is with or without cause as described in Sections 7.2 and 7.3 below, and shall set the last day of SHUTT's term as Executive Director. The last day of SHUTT's tenn shall hereinafter be referred to as the"Effective Date of Termination". 7.2. Termination with,Cause. If SHUTT is unilaterally terminated by the CRA for failure to perform the duties and obligations of the Executive Director as set forth in Section 1.0 of this Agreement, and/or for misconduct and/or for violation of any rule, regulation or law, SHUTT shall be entitled to all earned and accrued base salary, vacation and sick pay, and all earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching"funds) as of the date of termination,but SHUTT shall not be entitled to severance pay. 7.3. Termination without Cause. If SHUTT is unilaterally terminated by the CRA without a stated cause, SHUTT shall be entitled to the following: 7.3.1. A minimum of three(3)and maximum of twenty(20)weeks of severance pay from the effective date of termination. The term "severance pay" shall have the meaning as set forth in s. 215.425, Florida Statutes, and the amount and term of severance pay shall be determined by the Board at its sole discretion. 7.3.2. All earned and accrued vacation leave through the Effective Date of Termination. 7.3.3. All earned and accrued sick leave through the Effective Date of Termination. 01531551-I 7.3.4. All earned and accrued retirement benefits in any retirement plan offered through the CRA(including any employer"matching"funds); and 7.3.5. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Tennination. T4. Conflict. In the event of a conflict between the severance benefit terns of this Section and the limitation of severance benefits provided in s. 215.425, Florida Statutes, as the same may be amended from time to time, the provision of Florida Statutes shall prevail. 8.0. Termination b esignation 8.1. Procedure. SHUTT may resign from the Executive Director position by providing a written Notice of Resignation to the CRA pursuant to the requirements of Section 11 of this Agreement(herein after"Notice of Resignation"). 8.2. Notice of Resianation. The Notice of Resignation shall provide a resignation date no later than thirty (30) days following the date of the Notice of Resignation (hereinafter "Effective Date of Resignation"). 8.3. Final Comoensation. Upon resignation, SHUTT shall be entitled to the following: 8.3.1. Base Salary through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT; 8.3.2. Earned and accrued sick and vacation leave through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT; 8.3.3. All earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching" funds); and 8.3.4. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT, 01531551-1 9.0. Termination Due to Death 9.1. Final Compensation. If this Agreement terminates due to SHUTT's death, SHUTT's estate shall be entitled to the following: 9.1.1. Base Salary as of SHUTT's last day serving as Executive Director. 9.1.2. All earned and accrued vacation leave through SHUTT's last day serving as Executive Director. 9.1.3. All earned and accrued sick leave through SHUTT's last day serving as Executive Director. 9.1.4. All earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching" funds); and 9.1.5. Reimbursement for as-yet unreimbursed expenses through the SHUTT's last day serving as Executive Director. 9.2. Payment. In the event of any disagreement or dispute arising regarding to whom SHUTT's final compensation,as described above,should be paid,the CRA may rely on a court order on the matter, or in the absence of such an order, may interplead the payment of final compensation with a court of proper jurisdiction. 10.0. Indemnification. CRA shall defend,hold harmless from, and indemnify SHUTT against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance by SHUTT of the duties as Executive Director, except for any negligent, fraudulent, or criminal act or omission of SHUTT. CRA reserves the right to select, appoint,retain, and discharge legal counsel necessary to provide the foregoing defense. 11.0. Notices 11.1. All notices hereunder shall be in writing, and shall be delivered by certified mail, return 01531551-1 receipt requested, first-class postage prepaid, addressed to the parties at their following respective addresses, or at such other address as may be designated in writing by either party to the other: CRA: Boynton Beach Community Redevelopment Agency c/o CRA Board Chairperson 100 E. Ocean Avenue Boynton Beach, Florida 33435 And CRA Attorney Lewis, Longman &Walker, P.A. 360 Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Employee: Thuy Shutt 102 NE 12th Street Delray Beach, FL 33444 12.0. General Provisions 12.1. Entire Avg eement. 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. 12.2. Severability. If any part of this Agreement shall be declared unlawful or invalid, the remainder of the Agreement will continue to be binding upon the parties so long 'as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions of the Parties can continue to be achieved. To that end,this Agreement is declared severable. 12.3. Counterparts and Transmission. To facilitate execution, this Agreement may be executed 01531551-1 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. 12.4. A reementwDeemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 12.5. Governim 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. 12.6. 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. 12.7. ComMiancewith Laws. In her performance pursuant to this Agreement, SHUTT shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including any applicable ethics and procurement requirements. IN WITNESS WHEREOF, the Boynton Beach Community Redevelopment Agency, Boynton 01531551-1 Beach, Florida, has caused this Agreement to be signed and executed on its behalf by the CRA Chairman, and approved as to form by the Board Attorney, and Thuy Shutt, Employee,has signed and executed this Agreement, both in duplicate, on the day and year first above written. [SIGNATURES ON FOLLOWING PAGE] 01531551-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below: BOYNTON BEACH COMMUNITY REDEVELOPM N A CINCY By: �"` Date: Steven B. Grant,Chair t-, CRA ATTORNEY Approved a to. form"and,legdl sufficiency fJ Date: ° Lewis,""Longman&Walker,P.A., THUYSHUTT `K� � �t 3 e �� Date: � Thuy Shutt 01531551-1 EXHIBIT "A" BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (CRA) Job Description Title: EXECUTIVE DIRECTOR Retorts to: CRA BOARD OF DIRECTORS General Statement of Duties: An incumbent in this position performs highly responsible administrative and professional work directing and leading the activities of the CRA of Boynton Beach, its assigned staff, programs, and activities and other programs and initiatives designed to enhance business and economic development in the CRA area. Work includes preparation of work programs, budget and Capital Improvements Program, oversight of the sale of bond issues and project initiation, design, construction and monitoring. Under administrative direction, the incumbent may act as an advisor to the City's executive management team, and serves as a key staff member in the administration, development, and implementation of policies, systems, and procedures to facilitate implementation of the CRA's redevelopment plans and agreements. The incumbent manages a considerable variety and volume of work concerned with formulating and implementing projects,initiatives and work plans focused on community redevelopment.The incumbent's work is reviewed through meetings, reports, observation, and task/report/project completion. The incumbent reports to the Board of Directors of the CRA and is reviewed through conferences,reports, and discussions while projects are in progress and upon completion. The incumbent is responsible for the supervision of up to eight (8) direct reports (i.e., Admistrative Assistant, Assistant Director, Finance Director, Finance & Accounting Manager, Development Services Manager, Grants & Project Manager, Business Promotions& Events Manager, Social Media& Communications Specialist). Updated: 09/2/2021 ESSENTIAL DUTIES AND RESPONSIBILITIES: • Initiates, plans and directs the implementation of the adopted redevelopment plans (i.e., 20-30 plan, BB corridor plan, N. Federal Plan, Urban Design Guidelines) and answers general development questions as necessary. • Plans, organizes, assigns, directs and reviews the activities of professional, technical and clerical personnel engaged in the compilation,analysis and interpretation of data and preparation of reports and recommendations affecting community planning and redevelopment. • Oversees and is responsible for the final selection, training and evaluation process for all CRA staff. • Administers and provides oversight for all contracts and agreements for services by negotiating 01531551-1 contracts, creating the budgets for the contracts and by making sure they are in accordance with legal framework. • Serves as an in-house consultant and represents the CRA in dealing with and interfacing, communicating and resolving issues and problems with other agencies on a variety of related matters. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. . • Provides oversight, and input to staff on the CRA Strategic Plan, and for individual strategic plans by conducting weekly meetings with staff to share and update plans, and to ensure that everyone is communicating regularly and are aligned with the mission of the organization. • Conducts weekly staff meetings in order for staff to share information and keep abreast of overall CRA operations and other operations in the City and local community. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. • Oversees preparation of the annual operating budget and capital pian by meeting with the Assistant Director and Finance Director in order to present to the CRA Board for approval, and approves and reviews budgetary and financial reports prepared by the Finance Director. • Represents the CRA at meetings (e.g., Chamber of Commerce, City Advisory Boards, City Commission, and other organizations) regarding CRA matters within the scope of the CRA activities. • Conducts, directs and oversees all Public Relations activities for the CRA. • Handles all Board matters, policy matters and other related issues in order to accomplish Board Directives. • Sets all Board monthly meeting agendas and has oversight for all Board packets and to ensure all correct material is in packets etc. • Meets and confers with Board Attorney in order to ensure that Board policies and directives are being implemented appropriately. • Serves as public interface with the development community by attending meetings, visiting sites, discussing issues for resolution, discussing architectural styles, negotiating, and providing guidance etc. • Directs and implements projects in the phase of completion and evaluation in order to bring back 01531551-1 the information to the Board for their review and decision making on policies. • Provides oversight and assistance with all administrative and operational duties and issues for the CRA. • Prepares written evaluations on that the status of a program or project for the Board of Directors. • Prepares and responds to email messages from the Board, staff,developers,City officials and other personnel. • Attends monthly Board meeting, attends City commission meetings and two night meetings a month in order to keep abreast of activities and programs, and to provide information and/or answer questions as necessary.. PERFORMANCE EVALUATION DUTIES AND RESPONSIBILITIES: • Observes subordinates'job performance to ensure subordinate accomplishes goals and objectives. • Meets with subordinate(s) to discuss and review job performance necessary. • Analyzes and evaluates working conditions for improved employee output and requests and evaluates both written and oral input from employees to improve departmental services. • Conducts supervisory conferences or discussions with subordinates in reference to their performance. • Visits subordinates on-site to ensure observe their work and to provide assistance and input as necessary. • Infonns subordinates of how their efforts, in any given project, affected the outcome of the total proj ect. • Writes performance appraisal reports. • Verbally praises subordinates. • Verbally reprimands subordinates. KNOWLEDGE SKILLS AND ABILITIES LIST: KNOWLEDGE • Knowledge of economic development issues, public relations and issues affecting urban revitalization. • Knowledge of financial packaging for development projects. 01531551-1 • Knowledge of principles and practices of City Planning,Zoning,historic preservation and housing. • Knowledge of the financial and legal aspects relating to bond issue and sales and land acquisition. • Knowledge of marketing techniques relating to promoting programs. • Knowledge of principles and practices of administration and organizational theory. • Knowledge of research techniques, methods, and procedures. • Thorough knowledge of the principles,practices and laws surrounding redevelopment in the City of Boynton Beach and knowledge of the same in the State of Florida. • Knowledge of economic development trends and techniques and the functions, operations and relationships among local, state, and federal agencies related to redevelopment and housing policies. • Knowledge of negotiation tools and techniques and team building practices. • Considerable knowledge of problem solving and conflict resolution practices and techniques. • Considerable knowledge of project and workload planning and organizational and management practices as applied to the analysis and evaluation of programs,policies,and operational needs and change management. • Basic knowledge of principles and practices of budget preparation in the public sector. • Basic knowledge of the practices and methodologies of contract administration and the development and implementation of procedures. SKILLS • Skill in comprehending information and ideas clearly. • Skill and ability to make arithmetic computations with speed and accuracy. • Skill at operating a personal computer and related software including but not limited to word processing, spreadsheets and electronic mail. ABILITIES • Ability to lead a team of paraprofessional and professional staff. • Ability to identify and respond to community,Redevelopment Agency Board,and City Commissin issues, concerns, and needs. • Ability to make presentations to the CRA Board on a regular basis. • Ability to facilitate public meetings, workshops, and negotiations. • Ability to engage in on-going process improvement review and implementation,both individually and as a team member and leader. • Ability to seek out opportunities for redevelopment and negotiate effective and constructive deals on behalf of the CRA. • Ability to provide vision and set operational goals to achieve the CRA vision, and identify and analyze administrative problems, and implement operational changes. • Ability to understand and contribute to the work of the CRA by ensuring effective service delivery. • Ability to deal constructively with conflict and develop effective resolutions. • Ability to exercises analytical judgment in areas of responsibility by identifying issues or situations as they occur and specifying decision objectives, assists in identifying alternative solutions to 01531551-1 issues or situations, and implements decisions in accordance with prescribed and effective policies and procedures and with a minimum of errors. • Ability to exercise discretion and judgment in developing and implementing courses of action in carrying out responsibilities. Maintains firmness,objectivity,and fairness in implementing courses of action. • Ability to identify, assimilate and comprehend the critical elements of a situation; interpret the implications of alternative courses of action and evaluate factors essential to a problem solution; to separate relevant from irrelevant information. • Ability to develop and maintain excellent rapport, and cooperative and courteous relationships with boss, co-workers, officials,developers,city employees and the general public. Listens to and considers their suggestions and complaints and responds appropriately. • Ability to be adaptable to performing under stress when confronted with critical and/or high priority activities,events or unusual situations in which working with speed and sustained attention are make or break aspects of the job. • Ability to plan and organize constantly changing daily work flow by establishing priorities for the completion of work in accordance with sound time-management methodology; effectively and efficiently utilizes resources to achieve such goals and objectives. • Ability to speak to people to convey or exchange infonnation; receive or provide assignments or directions; speak with others with poise, voice control and confidence; record and deliver and communicate effectively and efficiently with persons of varying educational and cultural backgrounds. • Ability to communicate orally in the English language with customers, clients, and the public in a one-to-one or group setting. • Ability to produce written documents in the English language with clearly-organized thoughts with proper sentence construction, punctuation, and grammar. • Ability to explain things clearly. • Ability to remain fair and objective. • Ability to remain calm in stressful situations. • Ability to think under pressure. • Ability to apply supervisory, management and leadership principles, practices concepts and techniques. • Ability to apply principles of time management. • Ability to favorably influence the activities of others (e.g., outside vendors). • Ability to identify and correct personal deficiencies. • Ability to display sensitivity to the feelings of others. • Ability to use diplomacy and tactfulness. • Ability to negotiate. • Ability to persuade others. • Ability to display patience. • Ability to demonstrate initiative. • Ability to withstand criticism. • Ability to follow directions. • Ability to obtain needed resources, as appropriate. 015?]551-1 • Ability to work independently. MINIMUM ENTRANCE QUALIFICATIONS: Graduate from an accredited college or university with a Bachelor's Degree in public or business administration,urban and regional planning, or related field. Eight(8) years of progressively responsible work experience in community redevelopment, urban renewal, real estate, finance and public relations, the majority of which shall have been in a responsible managerial capacity with budgetary development and responsibility. A Master's degree is preferred and may substitute for a portion of the required work experience; or an equivalent of training and experience. S: ecial Job Requirements and typical working conditions: This position requires the incumbent to work a standard 40 hour week which requires some flexibility. Working under pressure is unavoidable when schedules change and problems arise, but deadlines and goals must still be met. Incumbent performs majority of the work typically indoors. Work is usually performed sitting, standing, and walking. ESSENTIAL PHYSICAL REQUIREMENTS AND ENVIRONMENTAL CONDITIONS: • Sitting for long periods of time, standing, and walking. • Lifting and bending. • Use of telephone and the computer on a regular and continual basis. • Acceptable eyesight(with or without correction). • Acceptable hearing(with or without hearing aid). • Works inside with noise and heat. Reasonable accommodation will be made for otherwise qualified individuals with a disability. 01531551-1 r} lt�rr,. nt.. BOYNTON CRA C,',0MMLJN1TY REDEVELOPMENT AGENCY Executive Director's Annual Performance Evaluation Period: August 2021 - August 2022 FOR: Thuy Shutt DATE: NAME OF EVALUATOR: ANNUAL EVALUATION PROCESS: 1. The Board Chair and each Board member Board is requested to complete the performance evaluation form based on his/her assessment of the Executive Director in ten maj or areas of responsibility that include a total of 32 specific performance measures. An "Overall Impression" rating and six (6) comment areas are also included. 2. The Board Chair and each Board member Board shall discuss the evaluation individually with the Executive Director at a Performance Evaluation Conference. Preliminary scores may be adjusted as a result of the discussion. There is a "Comment" section below each question for clarification purposes, if necessary. 3. A composite Ratings Summary Chart shall be prepared by the Executive Director Executive Director and provided to the CRA Board. (The detailed rating sheets of the other Board members will be provided when requested.) 4. The performance evaluation shall be reviewed at the next available Board meeting at which time the CRA Board shall determine the merit of an increase in the Executive Director's compensation. INSTRUCTIONS: Rating Scale: Each question is followed by a rating scale. Raters may circle the selected performance indicator(1, 2, 3, 4 or 5) or place an "X"along with a numerical score on the rating scale line when you feel a rating falls between two whole numbers. There are 32 listed performance indicators in the ten major performance categories on the pages that follow: 1 = Unsatisfactory: poor, needs substantial improvement=VERY DISSATISFIED 2 = Below expectations: needs improvement= MARGINAL 3 = Satisfactory: meeting an acceptable performance level = SATISFIED 4 = Meeting expectations: very good = MORE THAN SATISFIED 5 = Exceeding expectations: excellent=VERY SATISFIED EXECUTIVE DIRECTOR'S TEN MAJOR AREAS OF RESPONSIBILITY I. Organizational Management 1. Leadership: Does the Executive Director motivate others to maximum performance? Is the Executive Director respected as demanding but fair? Does the Executive Director provide the necessary assistance to the Board and leadership to the CRA staff and community volunteers? Is the Executive Director mindful of the Agency's activities related to Statutory guidelines and regulations? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 2. Supervision: Does the Executive Director adequately supervise and direct the activities of the CRA staff? Is the Executive Director able to utilize CRA staff effectively to meet the goals and objectives of the CRA? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 3. Job Organization: Does the Executive Director delegate responsibility effectively? Does the Executive Director use his/her time productively? Does the Executive Director program projects and activities in an orderly and systematic way? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 2 of 14 4. Staff Development: Is the Executive Director able to recruit and retain quality employees? Is the Executive Director Executive Director committed to having CRA staff operate well as a team? Does the Executive Director effectively develop and make professional training available for CRA staff members? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: II. Fiscal/Operational Management 5. Budget: Is the budget developed in a systematic and effective manner? Is the annual budget presented in a timely manner and does it reflect a well-planned, realistic and accurate financial plan? Does the Executive Director carry out the budget satisfactorily throughout the year and control expenses within the levels set in the budget? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 6. Agendas: Does the Executive Director prepare comprehensive, relevant and complete agenda topics and reports for the CRA Board? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 3 of 14 7. Financial Reporting: Does the Executive Director provide periodic financial reports in a well-designed, informative and understandable format? Based on the Agency's annual reporting and auditing practices, does the Executive Director maintain sound financial practices and meet desired fiscal management? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 8. Managing Multiple Priorities: Is the Executive Director capable of prioritizing and implementing multiple priorities while considering the most important goals, objectives and tasks facing the CRA? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 9. Productivity: Can the Executive Director be depended on for sustained productive work? Does the Executive Director readily assume responsibility? Does the Executive Director meet time estimates within his/her control? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 4 of 14 III. Program Development and Follow-Through 10. Execution of Policy: Does the Executive Director understand and comply with the overall policies, laws and philosophy of the CRA? Do his/her efforts lead toward successful accomplishment of Agency goals? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 11. Program Development: Does the Executive Director translate policies and objectives into specific and effective programs? Does the Executive Director independently recognize problems, develop relative facts, formulate alternate solutions and decide on appropriate recommendations? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 12. Imagination - Initiative: Does the Executive Director display objectivity when approaching a problem? Does the Executive Director create effective solutions? Is the Executive Director able to visualize the implications of various alternatives? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 5 of 14 IV. Communication 13. a. Communication: Does the Executive Director keep CRA Board members and other appropriate people informed? Does the Executive Director present his/her thoughts in an orderly and understandable manner? Does the Executive Director display effective communicate skills and display signs of respect to members of the public? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 13.b. Communication: Does the Executive Director possess the skills necessary to conduct the business of the Agency when dealing with members of the development industry? Does the Executive Director conduct himself/herself in a positive and professional manner when dealing with members of the development industry? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 14. Reporting: Does the Executive Director provide requested information to the Board in a timely and efficient manner? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 6 of 14 15. Board Communication: Does the Executive Director provide the Board with adequate information to make decisions? Does the Executive Director receive an enthusiastic response to his/her new ideas and needed organizational changes? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 16. Written Communication: How effective are the Executive Director's letters, memoranda and other forms of written information? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: V. Relationship with the CRA Board members 17. Response to Board: Does the Executive Director respond in a positive way to suggestions and guidance from the Board? Is the Executive Director attuned to the Board's attitudes, feelings and objectives? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 7 of 14 VI. Long Range Planning 18. Strategic Planning: Does the Executive Director help develop effective goals, objectives, policies and procedures while providing an annual budget work plan that reflects those provided by the Board and held within the CRA Plan? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 19. Economic Development: Does the Executive Director demonstrate leadership and vision in promoting the economic and physical development within the CRA District while maintaining concerns for "quality of life" issues? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 20. Multi-Year Approach: Is the Executive Director assisting the CRA Board to address the Agency's future through multi-year planning and appropriate capital budgeting? Does the Executive Director possess the ability to see beyond current year projects and goals? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 8 of 14 VII. Relationship Building/Public Relations 21. Community Reputation: What is the general attitude of the community toward the Executive Director? Is the Executive Director regarded as a person of high integrity and ability? Is his/her public credibility an asset or liability to the City? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 22. Intergovernmental Relations: Does the Executive Director work effectively with City, state, federal and other local government representatives? Is the relationship with other local government officials and staff beneficial to the CRA? Is the Executive Director able to facilitate cooperative efforts among various local agencies and the CRA? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: VIII. Professional/Personal Development 23. Objectivity: Is the Executive Director unemotional and unbiased? Does the Executive Director take a rational and impersonal viewpoint based on facts and qualified opinions? Is the Executive Director able to divide his/her personal feelings from those which would most effectively represent the CRA's interest? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 9 of 14 24. Professional Reputation: Does the Executive Director deal effectively with other public sector employees or officials? Is the Executive Director respected by professional and staff representatives within the City of Boynton Beach, other cities and counties? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 25. Stress Management: Is the Executive Director able to resolve problems while under strain or unpleasant conditions? How well does the Executive Director tolerate conditions of uncertainty? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: IX. Professional Attributes 26. Leadership Style: Does the Executive Director display a leadership style that is firm,but flexible and adaptable,while responding to individuals or situations in an appropriate, positive manner? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 27. General Attitude: Is the Executive Director enthusiastic, cooperative and willing to adapt? Does the Executive Director have an enthusiastic attitude toward the CRA and City,both Page 10 of 14 professionally and personally? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 28. Professional Drive: Is the Executive Director energetic and willing to spend the time necessary to do a good job?Does the Executive Director have good initiative and is the Executive Director a self-starter? Does the Executive Director have good mental and physical stamina? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 29. Judgment and Decisiveness: Is the Executive Director able to reach quality decisions in a timely fashion? Are his/her decisions considered to be generally, good? Does the Executive Director exercise good judgment in making decisions regarding his/her general conduct? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 30. Integrity: Does the Executive Director properly avoid politics and partisanship? Is the Executive Director honest and forthright in his/her professional capacities? Does the Executive Director have a reputation in the community for honesty and integrity? 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 11 of 14 X. OVERALL PERFORMANCE: 1.0 2.0 3.0 4.0 S.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Areas ofperformance callingforpraiselcommendation. Comment Areas 1. What are the Executive Director's most significant accomplishments during the past year? 2. What are the Executive Director's strongest qualities or strengths? 3. In what areas does the Executive Director need to improve? Recommendations. 4. Two things the Executive Director does that you would like him/her to continue. Page 12 of 14 S. Two things the Executive Director does that you would like him/her to discontinue. 6. Two things the Executive Director does not do that you would like him/her to start. Additional Comments (if applicable): The remainder of this page is intentionally left blank. Page 13 of 14 Executive Director's Annual Performance Evaluation Signature Page Evaluator's Signature Date Evaluator's Printed Name: Performance Conference Date (if applicable): Executive Director's Signature (if Performance Conference took place) Page 14 of 14 Summary of Performance: Thuy Shutt, Executive Director, Boynton Beach CRA Evaluation Period: July 14, 2021 (as Interim Executive Director) —July 31, 2022 CRA Board Agendas and Meetings: 11 Special Meetings: 4 CRA Advisory Board Meetings: 4 City Commission Meetings: 21 CRA Board Workshops: 2 • Member of the Treasure Coast Regional Planning Council (TCRPC) Comprehensive Economic Development Strategy (CEDS) Committee — This is a position appointed by the PBC Board of County Commission. The CEDS oversee and guide District-wide economic development planning for the region in accordance with the US Economic Development Administration Guidelines for Economic Development Districts. CEDS members consists of five appointees from each of the four counties of the Treasure Coast Region (Indian River, Martin, Palm Beach, and St. Lucie). • Member of the TCRPC's COVID-19 Response and Recovery Task Force — Task Force was responsible for the development of a COVID-19 Response and Recovery Plan that will be incorporated into the current Comprehensive Economic Development Strategy Plan for the Treasure Coast Region. • Guest speaker/panelist s at the following events: 12/2/21 PBC Business Development Board (BDB) Economic Development Stakeholders Roundtable 1/11/22 Commercial Real Estate Women (CREW) 3/24/22 Boca-Boynton Beach Chamber of Commerce 5/11/22 Delray Beach Chairman's Club Luncheon • Developed two CRA Board Workshops on April 30, 2022 and May 21, 2022 to familiarize CRA board members, CRAB board members, members of the public with legal parameters, redevelopment tools, emerging trends, various affordable housing options, and financing strategies. • Florida Architectural Registration maintenance through completion the required continuing education (see attached). • Coordinator of the bi-monthly CRA-City Executive Committee and monthly CRA-City Department meetings — these meetings are held to communicate and address Commission/CRA Board concerns, facilitate joint projects, and troubleshoot unanticipated issues that may surface to improve customer service. • Regular interaction and meetings with development professionals, business owners, citizen inquiries, neighborhood associations, public records requests and staff of numerous departments within the City of Boynton Beach. Awards — Recognitions: • International Economic Development Council (IEDC): 2021 Silver Award for Business Retention & Expansion Initiatives for the BBCRA Small Business Disaster Relief Forgivable Loan • Florida Redevelopment Association (FRA): 2021 Outstanding Housing Project Award —Ocean Breeze East Affordable Multi-Family Apartments Page i of 6 • Florida Festivals and Events Association (FFEA): First Place Award for Community Engagement Response to Pandemic for the Bon Appetit Boynton Beach Agency Operations: • Fiscal Year 2021-2022 Budget Planning, Implementation and Management: $16,901,715 • 2020-2021 Annual Compliance and Financial Audit — result: Clean Audit - No Findings, no inconsistencies • Successfully completed publication of statutorily required Annual Report—Fiscal Year 2020-2021 • Property and Events Management — Instituted COVID-19 Restart through four summer events, including activation of Centennial Park through the area's first Night Market to promote Boynton Beach Businesses • Procurement of Multi-year Contract for Insurance Broker Services. • Hiring of CRA Assistant Director: Tim Tack, PE • Hiring of Vicki Curfman, Administrative Assistant (Temp to Permanent during Bonnie Nicklien's maternity leave to enable smooth transition) • Hiring of Amanda Meyer, Business Promotions & Marketing Coordinator • Was able to transition and train staff to ensure successful transition for the first five months since we were working with 35% less staff (Mike Simon, Tracy Smith-Coffey, Bonnie Nicklien — maternity, Azim Hussain — did not hire permanent replacement due to pandemic) • Implementation of new Policy for Processing CRA Board Agenda Items to allow CRA Board Packet to be published one week in advance of the CRA Board meetings • Implemented new Guidelines for Processing Letters of Intent to Purchase and Lease CRA Property • Cross training of development and administrative staff on all phases of development including acquisition, design, construction, lease/sale, code enforcement by including staff in meetings with City staff, developers, and construction site visits • Training business and promotions staff to look at business development, financing, and strategic planning in addition to marketing and promotions by encouraging staff to take business development related workshops or seminars and discussions on how to access and utilize data and social media analytics to assist with various projects • Training finance staff to look at development finance and economic feasibility of a project in addition to accounts payable and CRA budget by including staff in evaluation of RFP/RFQ analysis • Transition and revamping of special events activities to business promotions events for consistency with CRA statutory requirements • Instituted ways to collect measurable outcomes to document effectiveness of CRA funds in business promotional and marketing activities including post-event feedback from businesses not just event attendees' surveys (started with Rock the Block in June 2022) • In-house management of redesigned CRA website • Oversee initial phase of centralized document management system (Laserfiche) 115 N. Federal Highway Mixed Use Redevelopment Project: • 115 N. Federal Highway Mixed Use Redevelopment Project -$73-80 Million project consist of 16,800 sf of commercial uses and 236 multi-family apartments (118 market rate, 118 affordable housing units between 60-120% AMI). • Responsible for the RFP/RFQ development, evaluation of five complex development proposals, and presentations during the RFP/RFQ solicitation process. Page 2 of 6 • Managed, negotiated, and responsible for the successful approval processes of three Agreements on behalf of the CRA/City (Purchase and Development, TIRFA, Parking Lease Agreement) within nine months. Heart of Boynton Village Mixed Use Project (fka MILK Jr. Boulevard Corridor Redevelopment Pro'ect): • Heart of Boynton Village Mixed Use Project (fka MLK Jr. Boulevard Corridor Redevelopment Project) consist of 124 LIHTC multi-family apartments and 8,250 minimum sf of neighborhood serving commercial uses. • The CRA entered into a Purchase and Development Agreement with Centennial Management Corp. (CMC) in 2019. The project received $30 Million in LIHTC funding from the Florida Housing Finance Corporation, $280,052 in Impact Fee Affordable Housing Assistance Program (IFAHAP), and was ready to start construction in early 2021. • The project was in jeopardy due to a $4.9 Million shortfall due to the cost increase in material and labor costs due to COVID-19. • Responsible for reviewing, negotiating, and the development and approval of three CRA agreements totaling $4.1 Million of gap ($2.1 Million for the financing through a combination of reimbursement and TIF funding and assisting in one City agreement utilizing ARPA funds. • Additionally, two other side agreements, the Subordination and Consent and Funding Agreements, with the developer's lender (TDBank) were required to secure $11 Million of financing for the project. 211 E. Ocean Avenue Project: • Evaluated and presented five LOIs from interested parties for the redevelopment of the property. • Developed and successfully participated in a 12 month negotiation of a Purchase and Development Agreement with 306 Ne 6th Avenue LLC for the redevelopment of the project for Boynton's first shipping container restaurant. The CRA Board approved the land transfer in return for$1 Million in improvements. • Agreement is currently under review by 306 NE 6th Avenue LLC. Upon execution, the project will proceed through the City's development review and building permit application processes. • Land transfer will not occur until a Certificate of Occupancy or Completion is issued for the project. • The property will be deed restricted for use as a restaurant. Cottage District Infill Housing Redevelopment Project: • 2021 - Drafted and participated in 12 month negotiation of a Purchase and Development Agreement with Azur Equities LLC for the redevelopment of the site for affordable for sale homes. • 2022 - Evaluated five new LOIs from interested parties for the redevelopment of the property. 401-411 E. Boynton Beach Boulevard Project: • Negotiated Lease Agreement with C Life C Food, Inc. for the redevelopment of the site for a retail fish market. • Reviewed and evaluated two LOIs from interested parties for the redevelopment of the property, including the USPS. Other Development Projects: Page 3 of 6 • Boynton Beach Boulevard Complete Street Project: Project, TPA LI and EFLAP Grant ($2.9 Million), and Contract Management (ILA) for the design of construction documents (60% Design). • Ocean Breeze East Project: 2nd and 31d Amendments to the Purchase and Development Agreement negotiation, document formation for tenant improvement in lieu of NOP office space, and lease of the community space within the LIHTC project located at 700 N. Seacrest Boulevard. • Sara Sims Park Amphitheater: Based on community input, the performance space was enhanced with a/v equipment, ADA accessible ramp and railings to accommodate a variety of community gathering. Project, Design and Financial Management with CRA/City staff. The $150,000 project was completed in December 2021. • 1102 and 1110 N. Federal Highway Project: Oversee the facilitation and project monitoring through the City's development review and building permitting processes. Construction is anticipated by the end of 2022. • Transfer of property located at NE 31d Avenue and 1001 N. Railroad Avenue to the City of Boynton Beach for development an affordable childcare facility (Headstart). Neighborhood Officer Program (NOP) ILA: • Report and compliance monitoring, budget, and operations review and management. City Tree Canopy Coverage ILA: • Ongoing Project Management of Interlocal Agreement and CRA expenditures • Approximately 641 trees were planted in Barton Park, Carolyn Sims, Galaxy Park, Jaycee Park, NW 91h Court— Heritage Park, Oyer Park, SE 4th Street, and 12th and 13th Avenues. • The City has received $48,092.00 in reimbursements from the CRA leaving an outstanding balance of$12,558.00 to be reallocated in FY 2022-2023 for future beautification projects. CRA Streetscape and Lighting ILA: • Project consists of eight different locations and a budget of$445,561 • Ongoing Project Management of Interlocal Agreement and CRA expenditures • East Ocean Avenue Retrofit Lighting will commence by end of FY 2021-2022 —This project will retrofit the teal colored light poles to provide additional light fixtures (double heads), banner arms, and repainting to black to provide a consistent streetscape from Town Square to the east side of Federal Highway. Historic Women's Club of Boynton Beach (HWCBB) ILA: • Ongoing Project Management of Interlocal Agreement and CRA expenditures Town Square ILA: • Ongoing Project and Financial Management and CRA Statutory Compliance Monitoring for Town Square ($3.55 Million debt payment in FY 2021-2022) Property Acquisitions: • Sale and Purchase Agreement negotiation and $2.55 Million Valley Bank Loan approval for 511- 529 E. Ocean Avenue properties (aka Oyer Properties) to complete the 115 N. Federal Highway Mixed Use Redevelopment Assemblage. Property acquisition loan approval done within three months concurrent with RFP/RFQ Process to solicit qualified development proposals. Page 4 of 6 • Sale and Purchase of two remaining key parcels for the Cottage District Infill Housing Redevelopment Project (115 and 133 NE 4th Avenue) Commercial Economic Development Grant Programs (after July 12, 2022): • Commercial Rent Reimbursement Grant Program: 9 Businesses, $277,368 in grant funding • Commercial Property Improvement Grant Program: 8 Businesses, $98,844 in grant funding • Social Media Outreach Program (SMOP): 68 Businesses currently assisted since program inception; 127 businesses contacted and 7 new businesses added to the program to date. CRA Business Promotions and Events/Activities: Business Promotions and Events Department overall is "under' Budget by approximately$30,000 for the Fiscal Year. Implemented the use of Sign Language Interpreter(s) at CRA Special Events. • 10th Annual Pirate Fest & Mermaid Splash—Attendance: 60,500 Guests Budget: $440,000 Expended: $305,527 • 491h Annual Holiday Boat Parade - Estimated attendance: 20,000+ (Anaccurate count cannot be determined since there were multiple viewing sites within each of the four cities (Hypoluxo, Lantana, Boynton, Delray Beach) Budget: $16,700 Expended: $15,539 • In Culture Art Walk —Average Attendance: 100 Guests Budget: $15,500 Expended: $13,317 • 6th Annual Blarney— Average Attendance: 146 Guests Bash Budget: $43,000 Expended: $38,649 • Rock the Plaza — Three plazas (Ocean Palm, Ocean Plaza, One Boynton) Average Attendance: 100 Guests Budget: $46,500 Expended $39,150 • Rock the Block — 100% participating businesses (Boardwalk Italian Ice & Creamery, Hurricane Alley, Guaca Go, The Butcher&The Bar, E&C's Beauty Salon Experience, ArtSea Living Studio) indicated increase in sales and 80% reported increased in number of patrons Budget: $24,000 Expended: $23,740 • Rock the Marina & — Attendance: 50 divers participated in the Lionfish Derby (The Rock the Lionfish Derby Marina was cancelled due to inclement weather) Budget: $27,000 Expended: $16,560 • Boynton Beach — Attendance: TBD Night Market Budget: $38,000 Expended: $TBD • Heart of Boynton - 40 Applicants, 10 Vendors Village Mixed Use Job Fairs and Groundbreaking 12/17/21 & 12/18/21 Grant Funding Awards: Page 5 of 6 • Submission of a grant application and award: Solid Waste Authority (SWA) Blighted and Distressed Property Clean-up and Beautification Grant ($132,377) for the demolition of four properties (115, 133 NE 4th Avenue, 221 E. MLK Jr. Boulevard, and 401 E. Boynton Beach Boulevard) and maintaining perimeter fencing around 4.6 acre Cottage District properties to deter illegal dumping Boynton Harbor Marina: • Oversee negotiation, marketing, and execution of various Lease Agreements. • Amendment to Rules and Regulations and Lease Agreement— Parking limits and fees and emergency preparations • Oversee CRA staff and Waypoint Marina Operations Management —Seven (7) Days a Week and Holidays • Fiscal Year 2021-2020 - Revenue: $1,449,911 fuel sale $114,651 slip income $24,547 transient dockage Expenses: $221,759 management staffing & security (fuel costs $19,960 annual landscape maintenance not included) $34,112 property maintenance/improvements Page 6 of 6 FIRST AMENDMENT TO EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This First Amendment("Amendment")to the Executive Director Employment Agreement ("Agreement") is made and entered into by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (hereinafter the "CRA"), and THUY SHUTT (hereinafter "SHUTT"). RECITALS WHEREAS, on September 20, 2021, the CRA and SHUTT entered into the Agreement employing SHUTT as Executive Director of the CRA; and WHEREAS,pursuant to Section 5.0 of the Agreement, every year,the Board of Directors of the CRA will provide SHUTT with a review of his performance as Executive Director and may re-evaluate SHUTT'S base salary and/or benefits; and WHEREAS, on August 9,2020,the Board of Directors of the CRA provided SHUTT with a performance evaluation and approved an amendment to the Agreement, increasing SHUTT'S base salary by %; and WHEREAS, SHUTT'S salary increase shall become retroactive beginning August 1, 2022. ("Effective Date"). NOW THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: 1. Salary. As of the Effective Date, the Agreement is hereby amended by deleting Section 3.1 of the Agreement in its entirety and inserting in place thereof the following: 3.1 Base Salary. The CRA shall pay SHUTT an annual compensation of$ for serving as the Executive Director of the CRA pursuant to this Agreement ("Base Salary"). The Base Salary shall be payable in equal bi-weekly installments at the same time and in the same manner that all other CRA employees are paid. 2. Performance Review. As of the Effective Date, the Agreement is hereby amended by deleting Section 5.1 of the Agreement in its entirety and inserting in place thereof the following: 01784705-2 5.1 Timing. During the term of this Agreement, every year no later than August, the Board will provide SHUTT with a review of her performance as Executive Director (hereinafter Performance Review). At the discretion of the Board,the Performance Review may be presented in written or oral form to SHUTT, and must take place at a regularly scheduled CRA Board meeting. 3. Conflicts. Should any provisions of this First Amendment conflict with any provisions of the Agreement or any other amendment to the Agreement, the provisions of this First Amendment shall control. 4. Counterparts. This First Amendment may be executed in two or more faxed or emailed counterparts, each of which shall be an original„ but all of which shall constitute one and the same instrument. 5. Other Terms and Conditions. All other terms and conditions of the Agreement shall remain in full force and effect. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Date: Ty Penserga, Chair CRA ATTORNEY Approved as to form and legal sufficiency Date: Lewis, Longman&Walker,P.A., THUY SHUTT Date: Thuy Shutt 01784705-2 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.K. SUBJECT: Consideration and Discussion of Fiscal Year 2022-2023 Project Fund Budget SUMMARY: The Boynton Beach CRA is a quasi-governmental, Special District operating under Title XI, Chapter 163, Part I I I of the Florida Statutes. The agency's annual financial operations run on a fiscal calendar beginning on October 1st and ending on September 30th of each year. The C RA does not obtain its revenue from charging an additional tax. The CRA receives its annual funding based on a percentage share of the existing ad-valorem property taxes paid to the City of Boynton Beach and Palm Beach County. The CRA's annual budget is comprised of three accounting funds: 1. The General Fund which contains the administrative, general operation, insurances, property maintenance and CRA/CRAB and marina related items; 2. The Debt Service Fund which contains the CRA's financial debt obligations and encumbrances such as bond repayments and developer's tax increment funding agreements; and, 3. The Project Fund which contains all of the capital projects, development projects or initiatives, property acquisitions, local business grant programs or promotional events, as well as eligible innovative policing activities such as the Neighborhood Officer Program. At its first CRA budget meetings on July 12, 2022, the Board's FY 2022-2023 Project Fund budget allocation discussion identified the priority projects for the upcoming fiscal year as well as deciding what funding amounts to provide to each proposed Project (see Attachment 1). The Project Fund and overall budget breakdown will identify bond debt obligations, existing tax increment revenue funding agreements obligations and available funding for priority projects, programs or funding requests such as but not limited to the Neighborhood Officer Police Program, District Improvement Projects, Business Development, and Promotional Events and Marketing. The CRA's FY 2022-2023 Budget discussion occurred again at the CRA Advisory Board (CRAB) meeting on August 4th and their recommendation is below. The CRA Board approved the draft budget on August 9, 2022 and will need to adopt the final FY 2022-2023 Budget at the September 13, 2022 Board Meeting. Final approval and adoption of the CRAs annual budget for Fiscal Year 2022-2023 by the Boynton Beach City Commission is anticipated to occur at their September 22, 2022 meeting. FISCAL IMPACT: To be determined based on Board discussion and action. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their August 4th meeting, the CRA Advisory Board recommended approval of the proposed budget. CRA BOARD OPTIONS: To be determined by CRA Board based on discussion and direction. ATTACHMENTS: Description D Attachment I - Fiscal Year 2022-2023 Project Fund Budget O O O O O r O r 00 - CO I- O O O O LD O O Lf) co O O co N LD 00 00 O O I � M V O O ' IT 00 I- O L() L() Co O O O O O a) N O O O O CO O O I- CO r- N 00 O O ' c- LD O O Lf) co O O co CO N co I- LD LD O � N (9) r LD Lf) r I- (9) V N LD LD LD I r N 00 O N Cf) CO N C ti N L}L - N CO O rn 00 v v (0 (0 (0 (0 (0 } N O 0 O u LL LL cD 7: a) 0 C N a) _ 1+ > U LaL O 00 00 E Q ~ 'a N Q w T L 06 N fC 0) \ \ Ln ++ .- fC u >, > y0 C O O LL O N t L a) H N N oLD LD N �_ "a Q O: L O i co >- >- O N r r (0 a) O: R U) O N O I � O p a U O LO Q aS Q 0 CO Ln o N = '� F- ao Q o O } LL a) O M Q N U N C o } o o LL ++ C �. r N c to a LO LO (D O� o o >. r- � �' O U O d 7 Lo Lo O O W °) N O W O - N LL 17 0 0a) O Y O L fn a) ami (n (n LO 'IT a O _ c a' a O w U) U) ami U = = w m W0) m W uN o _ _ — Z O � c c c m m o o (v �' d U) r a) r p > > o � 11 1I LL E U O fC 0 C Q' a) LLC Q C () O O L() I� I I I N N m Z U H N c N U W N U U I- y N a) +�+ tC E -O = N is N r i i N N C C O LL 2 a) c O ani .� L c a) M O O D � o m otf (p d O O (D N U > C W c 'o . a) .� E (6 (6 O U N N $ H cmo N o m d a) Q m R R a) () L CCD D � U U p O ) H a) m L 0 0 0 H d CO CO Lo > 0 0 H z E O In O O O O O I- O M O 00 O 00 O (O 0 0 T- y > O N O O 00011- 0 V O In O In O M V O O T- o O 00 O O 0000') o M O In O - O N 00 O O N d :6 O N O In O O 666 -76 r O O O In In (.0-'1- In O J H 0" o O 00 O O I- In 0In O O V or- V 00 I- P- 11- N N N M V N In I- N r N V In (O In ' N 00 6 C N N o CF) 3 '- R N p LL R m00 U C r � U � O U N O Q U R LL �l u 6,�, u 6,�,1 u 6,�, 6,�, ulI 1 1 uu6,�,-k p -° C O O O 000 v0 m000000000 p N O O O O N O O O O le 0 0 0 0 0 0 0 0 0 V) '� O O O le O O T O co 0 0 0 0 0 0 0 0 0 0 Go W) O W) O O M O O r O O h W) 00 W) T O O O O T N O h W N LL N Q N -e N -e h N T N N W) w W) Cl) N N (AC p 7 0D m LL LL Q U N O Y 0 OQ 0 O OMON 00V CO CO> 00 In O O In O N 00 O N Z 0 0 ai 0 m � O O O O L rV O Z_ y mw N0 000 0 0 O v � vcor- 0) Q R EN Uo'a V N _ W O LLl N N co � R m W Q L � � � � � � � � � fie - 69. 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N v U o o c '�_ to rn a �_ E al 05 E av vo_ `O vo_ a Y 2 z y r E � � E w E c c o a W O R O "' Lek � � jn � N C = N O O r O O O > O U t U ` R Q v i0 w w E E E p a` J > 7 > N N i".'� C UO > 'O C O S y O R R d d D y U Q m Q m D O W W .0 >. d t W � N N Y O E C C U O O W N N O 'N Q aI y v v rn , H v o N v v t R E E c c N o c J N J N '0 O S j , O u N O 'y R O O 7 7 +0-' Gl O Q E .N E .N 1 U as Q LL CO ~ Q 2 0L Z E2 U U CO CO N LID U � v mM a > W y C C C C C C m m .?+ D r r r r r r t t R V V C C C C C C R R t d d d d d d d d d d d d m m m m m m d d g7 L L L L L L L L L L L L Q o 0 0 0 0 0 0 0 -m R R R R R R a + O, N N N N N N N N N N N N U 2 2 2 2 2 2 m m laii D D 0 0 0 0 0 0 0 0 0 0 Boynton Beach CRA General Fund - Budget Summary-FY 2022-2023 FY 2021-2022 2020-2021 vs. Prior Year FY 2022-2023 Original Amended Increase/(Decrease) REVENUES Budget Budget Budget I Amount I % Tax Increment Revenue(TIF) $ 18,959,450 (a) $ 15,801,715 $ 15,801,715 $ 3,157,735 17% Marina Rents&Fuel Sales $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Fund Balance Surplus $ 500,000 $ 100,000 $ 100,000 $ 400,000 0% Budget Amendment#1 4/12/2022 $ 1,135,316 Total Revenues $ 20,559,450 $ 16,901,715T$ 18,037,031 $ 2,522,419 12% EXPENSES CRA Board&Advisory Board $ 67,150 (b), $ 53,500 $ 53,500 $ 13,650 20% Administration&Operations Executive Department $ 532,805 $ 470,985 $ 470,985 $ 61,820 12% Finance Department $ 252,842 $ 221,532 $ 221,532 $ 31,310 12% Planning&Development Department $ 210,595 $ 188,037 $ 188,037 $ 22,558 11% Marketing&Business Development $ 254,967 $ 283,937 $ 283,937 $ (28,970) 0% Business Promotion and Events Department $ 152,391 $ 131,831 $ 131,831 $ 20,560 13% Taxes, Employee Benefits, Compensated Absences,Workers Comp $ 711,751 $ 460,239 $ 460,239 $ 251,512 35% Sub-Total $ 2,115,351 $ 1,756,561 $ 1,756,561 $ 358,790 17% Other General Fund Expenses Insurances $ 265,000 $ 165,000 $ 165,000 $ 100,000 38% Professional Services $ 234,000 $ 179,500 $ 179,500 $ 54,500 23% Buildings, Grounds, Maintenance $ 713,700 $ 453,839 $ 453,839 $ 259,861 36% Information Technology $ 105,500 $ 89,000 $ 89,000 $ 16,500 16% Contingency $ 200,000 $ 100,000 $ 100,000 $ 100,000 50% Sub-Total $ 1,518,200 $ 987,339 $ 987,339 $ 530,861 35% Boynton Harbor Marina Fuel Dock&Slips Expenses $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Total General Fund Operating $ 4,800,701 (d)' $ 3,797,400 $ 3,797,400 $ 1,003,301 21% Operating Transfers Out Transfer to Debt Service Fund $ 2,136,830 $ 2,140,528 $ 2,140,528 $ (3,698) 0% Transfer to Project Fund $ 13,621,919 $ 10,963,787 $ 12,099,103 $ 1,522,816 11% Sub-Total $ 15,758,749 $ 13,104,315 $ 14,239,631 $ 1,519,118 10% Total General Fund Expenses& Transfers Out $ 20,559,450 $ 16,901,715 $ 18,037,031 $ 242,154 -1% (a)Property values in CRA up 17% (b)Increase due to Board Meeting Minutes and ASL Boynton Beach CRA Project Fund - Budget Summary 2022-2023 2021-2022 2021-2022 vs.Prior Year Original Amended Increase/(Decrease) FUNDING SOURCES Budget Budget Budget Amount % 1.Rollover FY 2021-2022(see Budget Overview) $ 4,065,241 $ - $ 4,065,241 N/A 2.Transfers in from General Fund $ - Other Financing Sources/Transfers In $ 13,621,919 $ 10,963,787 $ 10,963,787 $ 2,658,132 24% 3.Other Revenue/Financing Sources: $ 1.Budget Amendment#1 4/12/22 $ 1,135,316 Total Funding Sources/Revenues&Transfers In $ 17,687,160 $ 10,963,787 $ 12,099,103 $ 6,723,373 56% 2022-2023 FY 2021-2022 2022-2023 vs.Prior Year Original Amended Increase/(Decrease) EXPENSES Budget Budget Budget Amount % Professional&Other Expenses Contingency $ 140,000 $ 150,000 $ 150,000 $ (10,000) -7% Professional Services $ 274,841 $ 210,891 $ 210,891 $ 63,950 30% Legal Services $ 175,000 $ 125,000 $ 125,000 $ 50,000 40% Sub-Total $ 589,841 $ 485,891 $ 485,891 $ 103,950 21% Capital Outlay Property Purchases $ 6,711,947 $ 3,070,764 $ 3,706,080 $ 3,005,867 81% BBWC Capital Improvements/Marina Seawall $ 750,000 $ 250,000 $ 250,000 $ 500,000 200% Site Work&Demolition Fees $ 186,236 $ 196,592 $ 196,592 $ (10,356) -5% Infrastructure&Streetscape $ 5,885,825 $ 7,677,970 $ 8,177,970 $ (2,292,145) -28% Sub-Total $ 13,534,008 $ 11,195,326 $ 12,330,642 $ 1,203,366 10% Economic Development&Housing Rehab Program Economic Development Grant Programs $ 1,140,558 $ 556,600 $ 556,600 $ 583,958 105% Marketing Program $ 145,000 $ 75,000 $ 75,000 $ 70,000 93% DIFA-Economic Development $ 1,304,949 $ 1,141,500 $ 1,141,500 $ 163,449 14% Sub-Total $ 2,590,507 $ 1,773,100 $ 1,773,100 $ 817,407 46% Projects&Programs Clean&Safe Program(Clean,Police,Code) $ 497,646 $ 524,627 $ 524,627 $ (26,981) -5% Business Promotional Events $ 475,158 $ 765,760 $ 765,760 $ (290,602) -38% Sub-Total $ 972,804 $ 1,290,387 $ 1,290,387 $ (317,583) -25% Total Project Fund Expenses $ 17,687,160 $ 14,744,704 $ 15,880,020 $ 1,807,140 11% Boynton Beach CRA Debt Service Fund - Budget Summary FY 2022-2023 FY 2021-2022 Original Amended Dept. # Funding Source Budget Budget Budget 49900 Transfers In from General Fund $ 2,135,830 $ 2,140,528 $ 2,140,528 Expenses Series 2012 (formerly Series 2004&Series 2005A) -PNC Bank 59800-814 Principal $ 1,471,000 $ 1,439,000 $ 1,439,000 59800-824 Interest $ 153,600 $ 190,438 $ 190,438 Sub-Total $ 1,624,600 $ 1,629,438 $ 1,629,438 Series 2015(formerly Series 2005B) -BB&T 59800-815 Principal $ 435,000 $ 420,000 $ 420,000 59800-826 Interest $ 76,230 $ 90,090 $ 90,090 Sub-Total $ 511,230 $ 510,090 $ 510,090 59800-830 Financial Agent Fees $ 1,000 $ 1,000 $ 1,000 Total Debt Service Expenses $ 2,136,830 $ 2,140,528 $ 2,140,528 FY 202 Cate a Unci#Cost :;1RUDGF� .; Non's. Personnel Officer Salary&Incentive(Paramore) 1 107,945 107,945 Salary,Education Incentive Officer Benefits-Pension 1 45,081 45,081 Pension Officer Benefits 1 18,200 18,200 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(]Rivera) 1 88,780 88,780 Salary,Education Incentive Officer Benefits-Pension 1 37,076 37,076 Pension Officer Benefits 1 16,721 16,721 Healthcare,Dental,Vision,FICA Officer Salary&Incentive 1 62,659 62,659 Salary,Education Incentive(AVG) Officer Benefits-Pension 1 18,840 18,840 Pension(AVG) Officer Benefits 1 15,090 15,090 Healthcare,Dental,Vision,FICA(AVG) Police Service Aide(Civilian)Salary&Incentive 1 36,513 36,513 Salary,Education Incentive(AVG) Police Service Aide(Civilian)Benefits-Pension 1 10,978 10,978 Pension(AVG) Police Service Aide(Civilian)Benefits 1 12,883 12,883 Healthcare,Dental,Vision,FICA(AVG) Total Personnel Costs $ 470,766 Uniform 4 ' 500 $ 2,000 uniforms,belts Community Events/Promotions 1 4,000 4,000 Youth Programs Misc.Equipment-As needed 1 2,500 2,500 Segway(Maintenance) 3 333 1,000 Preventative maintenance Total Equipment Costs is 9,500 s Cell Phones Service Plan 4 675 2,700 $56.25/mo for staff Office Supplies/Misc Supplies 1 2,000 2,000 Office Supplies(incl printer/copier) Office Electric,Cable/Internet,water/sewage 12 515 6,180 Monthly operating costs Office Space Monthly Maintenance 12 0 - Monthly Maint.Ocean Palm Plaza Office Cleaning 1 1,500 1,500 City Cleaning Crew(Gail) Computer equipment 4 250 1,000 Misc,Cameras Training 4 1,000 4,000 CPTED,STEP academy Total Office Expenses $ 17,380 NOTE:All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022-2023 Revised by CRA to include promotional/marketing materials and additional equipment. Boynton Beach Community Redevelopment Agency FY 2022-2023 Budget - Personnel Personnel Position FY 2021-2022 1 FY 2022-2023 No. No. 1 Executive Director 1 1 2 Assistant Director 1 1 3 Finance Director 1 1 4 Accounting and Finance Manager 1 1 5 Development Services Manager 1 1 6 Grants and Project Manager 1 1 7 Business Promotion and Events Manager 1 1 8 Business Promotions & Marketing Coordinator 0 1 9 Social Media Communications Specialist 1 1 10 Administrative Assistant 1 1 Total Personnel 9 10 fi sl{S rIS jii}i �ZW� i :,51 ti4s i"iiss�s�{l��t�l� ?• � - �t — {(� ;,qW,s LL fo k } 1 f r ri�i13�It�1��li ' af111 i -C j• ! 50 fu •1—� 1r st�l�ji� �i`= fu cr ! 1 I �Ilt�1 r t i its iSpp f 1r yy ri nytl��1A� i, —C fo t „Ioi£Ii11 i\ 1 t s7 U E1 4 r� F c BOYNTON BEACH CRA FY 2022-2023 BUSINESS PROMOTIONS&EVENTS BUDGET-02-58500-480 2022/2023 EVENTS DATE BUDGET ADDITIONAL COMMENTS ROCK THE MARINA&FISHING EXTRAVAGANZA Saturday November 5 2022 $40,000 735 Casa Loma Boulevard Event Marketing $8,000 Total Rock the Marina&Lonfish Derby $48,000 ROCKIM AROUND THE BLOCK-HOLIDAY MARKET&LIGHTING Saturday December 3 2022 $50,000 E.Ocean Avenue between Federal Event Marketing $8,000 Highway and NE 3rd Street Total Light Up the Park&Winter Market $58,000 HOLIDAY BOAT PARADE Friday December 9 2022 $14,000 735 Casa Loma Boulevard I Event Marketingl $4,000 Total Holiday Boat Paradel $18,000 ROCK THE PLAZA Ocean Plaza Saturday January 28,2023 $12,000 One Boynton Day of week could change depending on input from Thursday February 23,2023 $12,000 property manager and businesses. Heart of Boynton Village Saturday April,29,2023 r $12,000 Event Marketing $12,000 Total Rock the Plaza $48,000 BLARNEY BASH or ROCK THE BLOCK This event will be marketed as either Blarney Bash Saturday March 11,2023 $40,000 or Rock the Block. E.Ocean Avenue between Federal Event Marketing $8,000 Highway and NE 3rd Street Total Blarney Bash $48,000 BOYNTON BEACH ART WALK Saturday May;20,2023 $15,000 410W.Industrial Avenue $4,000 Total Boynton Beach Art Walkj $19,000 BOYNTON BEACH NIGHT MARKET Saturday July 29,2023 1 $40,000 120 E.Ocean Avenue Event Marketing $8,000 Total Boynton Beach Night Marketl $48,000 BOYNTON BEACH ART WALK Saturday September 16,2023 $15,000 410W.Industrial Avenue $4,000 Total Boynton Beach Art Walkj $19,000 PIRATE FEST MARKETING&BUSINESS PROMOTIONAL SUPPORT Date TBD $50,000 Downtown District Event Marketing $35,000 Total Boynton Beach Night Market $85,000 EQUIPMENT&SUPPORT $69,158 CEREMONIAL EVENTS $15,000 Sub-Total Events $384,158 Sub-Total Events Marketing $91,000 TOTAL COST OF EVENTS► $475,158 BOYNTON BEACH CRA FY 2022-2023 MARKETING PROGRAM-02-58400-445 2022/2023 EVENTS DATE BUDGET ADDITIONAL COMMENTS BOYNTON BEACH BUCKS Budget is based off of continuing to mange this program in-house and adding a postal A business promotional program to provide economic and digital aspect.Funds would be used for support to local businesses through targeted actual reimbursement to businesses,paid campaigns that will be promoted both digitally and in- digital/print ads,postage,supplies,and person at events printing. If we were to go with. Total Boynton Beach Bucksl $45,000 PROMOTIONAL VIDEOS Videos to promote various BBCRA projects and initiatives-Boynton Beach Bucks Plaza Spotlights, Budget would include the costs of Bon Appetit Boynton Beach Business Developments videography,actors,industry experts(if Videos,Tutonal Videos for Economic Development needed),supplies/materials,and purchases Toolkit from businesses as needed. Total Promotional Video Ad Campaign il $40,000 BUSINESS DEVELOPMENT WORKSHOPS Various business development workshops to cover various topics,such as Strategic planning,Growth& Expansion,Business Plan Overview,Finance& Accounting,Marketing Strategy,Operations Management Diversity&Inclusion,Interpersonal Skills for Success,Grant Writing�.Minority&Female Owned Businesses,r Local Resources Time&Stress Management,Leadership&Hiring Total Restaurant Month $50,000 RESTAURANT MONTH-BON APPETIT Print&Digital Marketing Campaign to promote variousBudget would include marketing costs,and BOYNTON BEACH restaurants&eateries during a designated month various elements for the micro activations, through both digital and print marketing,micro such as:live entertainment,activities, activations games,etc. Total Restaurant Month $10,000 TOTAL COST OF MARKETING ► $145,000 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 OLD BUSINESS AGENDAITEM: 13.L. SUBJECT: Consideration of Resolution No. R22-02 Adopting the CRA Budget for Fiscal Year 2022-2023 SUMMARY: At the September 13, 2022 meeting, the CRA Board will be reviewing and adopting the proposed Fiscal Year 2022-2023 Project Fund, General Fund, and Debt Service Fund budgets for the Boynton Beach Community Redevelopment Agency. CRA Resolution No. R22-02 is the document recording the CRA Board's approval and acceptance of the CRA Fiscal Year 2022-2023 Budget and Projects (see Attachments I & 11). With the approval of the Resolution, the CRA's Budget will be included with the City's Fiscal Year 2022-2023 annual budget package for review and ratification by the City Commission of the City of Boynton Beach at their September 22, 2022 meeting. FISCAL IMPACT: Adoption of the CRA's Fiscal Year 2022-2023 Budget CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve Resolution No. R22-02 adopting the approved Boynton Beach Community Redevelopment Agency's Fiscal Year 2022-2023 Budget, subject to ratification by the Boynton Beach City Commission at their meeting to be held on September 22, 2022. ATTACHMENTS: Description D Attachment I - Resolution 22-02 D Attachment 11 - FY 22-23 Budget Backup RESOLUTION NO: R22-02 RESOLUTION OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ADOPTING A BUDGET FOR THE FISCAL YEAR OCTOBER 1, 2022 TO SEPTEMBER 30, 2023, AND PROVIDING AN EFFECTIVE DATE. WITNESSETH: WHEREAS, the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (BBCRA), in order to implement its Community Redevelopment Plan and provide for its operating expenses, has prepared a Budget for the Fiscal Year beginning October 1, 2022 and ending September 30, 2023, attached hereto as Exhibit "I"; and WHEREAS, the Board has determined that said Budget is in the public's interest and is necessary to implement the BBCRA's goals and objectives. NOW, THEREFORE, BE IT RESOLVED THAT- 1. The Budget attached hereto as Exhibit "I" for financial operations of the Boynton Beach Community Redevelopment Agency for the period from October 1, 2022 through September 30, 2023 is hereby adopted. 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 13th day of September, 2022. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By- Ty Penserga, Chair T. Penserga A. Cruz W. Hay T. Turkin A. 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N v U o o c '�_ to rn a �_ E al 05 E av vo_ `O vo_ a Y 2 z y r E � � E w E c c o a W O R O "' Lek � � jn � N C = N O O r O O O > O U t U ` R Q v i0 w w E E E p a` J > 7 > N N i".'� C UO > 'O C O S y O R R d d D y U Q m Q m D O W W .0 >. d t W � N N Y O E C C U O O W N N O 'N Q aI y v v rn , H v o N v v t R E E c c N o c J N J N '0 O S j , O u N O 'y R O O 7 7 +0-' Gl O Q E .N E .N 1 U as Q LL CO ~ Q 2 0L Z E2 U U CO CO N LID U � v mM a > W y C C C C C C m m .?+ D r r r r r r t t R V V C C C C C C R R t d d d d d d d d d d d d m m m m m m d d g7 L L L L L L L L L L L L Q o 0 0 0 0 0 0 0 -m R R R R R R a + O, N N N N N N N N N N N N U 2 2 2 2 2 2 m m laii D D 0 0 0 0 0 0 0 0 0 0 Boynton Beach CRA General Fund - Budget Summary-FY 2022-2023 FY 2021-2022 2020-2021 vs. Prior Year FY 2022-2023 Original Amended Increase/(Decrease) REVENUES Budget Budget Budget I Amount I % Tax Increment Revenue(TIF) $ 18,959,450 (a) $ 15,801,715 $ 15,801,715 $ 3,157,735 17% Marina Rents&Fuel Sales $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Fund Balance Surplus $ 500,000 $ 100,000 $ 100,000 $ 400,000 0% Budget Amendment#1 4/12/2022 $ 1,135,316 Total Revenues $ 20,559,450 $ 16,901,715T$ 18,037,031 $ 2,522,419 12% EXPENSES CRA Board&Advisory Board $ 67,150 (b), $ 53,500 $ 53,500 $ 13,650 20% Administration&Operations Executive Department $ 532,805 $ 470,985 $ 470,985 $ 61,820 12% Finance Department $ 252,842 $ 221,532 $ 221,532 $ 31,310 12% Planning&Development Department $ 210,595 $ 188,037 $ 188,037 $ 22,558 11% Marketing&Business Development $ 254,967 $ 283,937 $ 283,937 $ (28,970) 0% Business Promotion and Events Department $ 152,391 $ 131,831 $ 131,831 $ 20,560 13% Taxes, Employee Benefits, Compensated Absences,Workers Comp $ 711,751 $ 460,239 $ 460,239 $ 251,512 35% Sub-Total $ 2,115,351 $ 1,756,561 $ 1,756,561 $ 358,790 17% Other General Fund Expenses Insurances $ 265,000 $ 165,000 $ 165,000 $ 100,000 38% Professional Services $ 234,000 $ 179,500 $ 179,500 $ 54,500 23% Buildings, Grounds, Maintenance $ 713,700 $ 453,839 $ 453,839 $ 259,861 36% Information Technology $ 105,500 $ 89,000 $ 89,000 $ 16,500 16% Contingency $ 200,000 $ 100,000 $ 100,000 $ 100,000 50% Sub-Total $ 1,518,200 $ 987,339 $ 987,339 $ 530,861 35% Boynton Harbor Marina Fuel Dock&Slips Expenses $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Total General Fund Operating $ 4,800,701 (d)' $ 3,797,400 $ 3,797,400 $ 1,003,301 21% Operating Transfers Out Transfer to Debt Service Fund $ 2,136,830 $ 2,140,528 $ 2,140,528 $ (3,698) 0% Transfer to Project Fund $ 13,621,919 $ 10,963,787 $ 12,099,103 $ 1,522,816 11% Sub-Total $ 15,758,749 $ 13,104,315 $ 14,239,631 $ 1,519,118 10% Total General Fund Expenses& Transfers Out $ 20,559,450 $ 16,901,715 $ 18,037,031 $ 242,154 -1% (a)Property values in CRA up 17% (b)Increase due to Board Meeting Minutes and ASL Boynton Beach CRA Project Fund - Budget Summary 2022-2023 2021-2022 2021-2022 vs.Prior Year Original Amended Increase/(Decrease) FUNDING SOURCES Budget Budget Budget Amount % 1.Rollover FY 2021-2022(see Budget Overview) $ 4,065,241 $ - $ 4,065,241 N/A 2.Transfers in from General Fund $ - Other Financing Sources/Transfers In $ 13,621,919 $ 10,963,787 $ 10,963,787 $ 2,658,132 24% 3.Other Revenue/Financing Sources: $ 1.Budget Amendment#1 4/12/22 $ 1,135,316 Total Funding Sources/Revenues&Transfers In $ 17,687,160 $ 10,963,787 $ 12,099,103 $ 6,723,373 56% 2022-2023 FY 2021-2022 2022-2023 vs.Prior Year Original Amended Increase/(Decrease) EXPENSES Budget Budget Budget Amount % Professional&Other Expenses Contingency $ 140,000 $ 150,000 $ 150,000 $ (10,000) -7% Professional Services $ 274,841 $ 210,891 $ 210,891 $ 63,950 30% Legal Services $ 175,000 $ 125,000 $ 125,000 $ 50,000 40% Sub-Total $ 589,841 $ 485,891 $ 485,891 $ 103,950 21% Capital Outlay Property Purchases $ 6,711,947 $ 3,070,764 $ 3,706,080 $ 3,005,867 81% BBWC Capital Improvements/Marina Seawall $ 750,000 $ 250,000 $ 250,000 $ 500,000 200% Site Work&Demolition Fees $ 186,236 $ 196,592 $ 196,592 $ (10,356) -5% Infrastructure&Streetscape $ 5,885,825 $ 7,677,970 $ 8,177,970 $ (2,292,145) -28% Sub-Total $ 13,534,008 $ 11,195,326 $ 12,330,642 $ 1,203,366 10% Economic Development&Housing Rehab Program Economic Development Grant Programs $ 1,140,558 $ 556,600 $ 556,600 $ 583,958 105% Marketing Program $ 145,000 $ 75,000 $ 75,000 $ 70,000 93% DIFA-Economic Development $ 1,304,949 $ 1,141,500 $ 1,141,500 $ 163,449 14% Sub-Total $ 2,590,507 $ 1,773,100 $ 1,773,100 $ 817,407 46% Projects&Programs Clean&Safe Program(Clean,Police,Code) $ 497,646 $ 524,627 $ 524,627 $ (26,981) -5% Business Promotional Events $ 475,158 $ 765,760 $ 765,760 $ (290,602) -38% Sub-Total $ 972,804 $ 1,290,387 $ 1,290,387 $ (317,583) -25% Total Project Fund Expenses $ 17,687,160 $ 14,744,704 $ 15,880,020 $ 1,807,140 11% Boynton Beach CRA Debt Service Fund - Budget Summary FY 2022-2023 FY 2021-2022 Original Amended Dept. # Funding Source Budget Budget Budget 49900 Transfers In from General Fund $ 2,135,830 $ 2,140,528 $ 2,140,528 Expenses Series 2012 (formerly Series 2004&Series 2005A) -PNC Bank 59800-814 Principal $ 1,471,000 $ 1,439,000 $ 1,439,000 59800-824 Interest $ 153,600 $ 190,438 $ 190,438 Sub-Total $ 1,624,600 $ 1,629,438 $ 1,629,438 Series 2015(formerly Series 2005B) -BB&T 59800-815 Principal $ 435,000 $ 420,000 $ 420,000 59800-826 Interest $ 76,230 $ 90,090 $ 90,090 Sub-Total $ 511,230 $ 510,090 $ 510,090 59800-830 Financial Agent Fees $ 1,000 $ 1,000 $ 1,000 Total Debt Service Expenses $ 2,136,830 $ 2,140,528 $ 2,140,528 FY 202 Cate a Unci#Cost :;1RUDGF� .; Non's. Personnel Officer Salary&Incentive(Paramore) 1 107,945 107,945 Salary,Education Incentive Officer Benefits-Pension 1 45,081 45,081 Pension Officer Benefits 1 18,200 18,200 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(]Rivera) 1 88,780 88,780 Salary,Education Incentive Officer Benefits-Pension 1 37,076 37,076 Pension Officer Benefits 1 16,721 16,721 Healthcare,Dental,Vision,FICA Officer Salary&Incentive 1 62,659 62,659 Salary,Education Incentive(AVG) Officer Benefits-Pension 1 18,840 18,840 Pension(AVG) Officer Benefits 1 15,090 15,090 Healthcare,Dental,Vision,FICA(AVG) Police Service Aide(Civilian)Salary&Incentive 1 36,513 36,513 Salary,Education Incentive(AVG) Police Service Aide(Civilian)Benefits-Pension 1 10,978 10,978 Pension(AVG) Police Service Aide(Civilian)Benefits 1 12,883 12,883 Healthcare,Dental,Vision,FICA(AVG) Total Personnel Costs $ 470,766 Uniform 4 ' 500 $ 2,000 uniforms,belts Community Events/Promotions 1 4,000 4,000 Youth Programs Misc.Equipment-As needed 1 2,500 2,500 Segway(Maintenance) 3 333 1,000 Preventative maintenance Total Equipment Costs is 9,500 s Cell Phones Service Plan 4 675 2,700 $56.25/mo for staff Office Supplies/Misc Supplies 1 2,000 2,000 Office Supplies(incl printer/copier) Office Electric,Cable/Internet,water/sewage 12 515 6,180 Monthly operating costs Office Space Monthly Maintenance 12 0 - Monthly Maint.Ocean Palm Plaza Office Cleaning 1 1,500 1,500 City Cleaning Crew(Gail) Computer equipment 4 250 1,000 Misc,Cameras Training 4 1,000 4,000 CPTED,STEP academy Total Office Expenses $ 17,380 NOTE:All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022-2023 Revised by CRA to include promotional/marketing materials and additional equipment. Boynton Beach Community Redevelopment Agency FY 2022-2023 Budget - Personnel Personnel Position FY 2021-2022 1 FY 2022-2023 No. No. 1 Executive Director 1 1 2 Assistant Director 1 1 3 Finance Director 1 1 4 Accounting and Finance Manager 1 1 5 Development Services Manager 1 1 6 Grants and Project Manager 1 1 7 Business Promotion and Events Manager 1 1 8 Business Promotions & Marketing Coordinator 0 1 9 Social Media Communications Specialist 1 1 10 Administrative Assistant 1 1 Total Personnel 9 10 fi sl{S rIS jii}i �ZW� i :,51 ti4s i"iiss�s�{l��t�l� ?• � - �t — {(� ;,qW,s LL fo k } 1 f r ri�i13�It�1��li ' af111 i -C j• ! 50 fu •1—� 1r st�l�ji� �i`= fu cr ! 1 I �Ilt�1 r t i its iSpp f 1r yy ri nytl��1A� i, —C fo t „Ioi£Ii11 i\ 1 t s7 U E1 4 r� F c BOYNTON BEACH CRA FY 2022-2023 BUSINESS PROMOTIONS&EVENTS BUDGET-02-58500-480 2022/2023 EVENTS DATE BUDGET ADDITIONAL COMMENTS ROCK THE MARINA&FISHING EXTRAVAGANZA Saturday November 5 2022 $40,000 735 Casa Loma Boulevard Event Marketing $8,000 Total Rock the Marina&Lonfish Derby $48,000 ROCKIM AROUND THE BLOCK-HOLIDAY MARKET&LIGHTING Saturday December 3 2022 $50,000 E.Ocean Avenue between Federal Event Marketing $8,000 Highway and NE 3rd Street Total Light Up the Park&Winter Market $58,000 HOLIDAY BOAT PARADE Friday December 9 2022 $14,000 735 Casa Loma Boulevard I Event Marketingl $4,000 Total Holiday Boat Paradel $18,000 ROCK THE PLAZA Ocean Plaza Saturday January 28,2023 $12,000 One Boynton Day of week could change depending on input from Thursday February 23,2023 $12,000 property manager and businesses. Heart of Boynton Village Saturday April,29,2023 r $12,000 Event Marketing $12,000 Total Rock the Plaza $48,000 BLARNEY BASH or ROCK THE BLOCK This event will be marketed as either Blarney Bash Saturday March 11,2023 $40,000 or Rock the Block. E.Ocean Avenue between Federal Event Marketing $8,000 Highway and NE 3rd Street Total Blarney Bash $48,000 BOYNTON BEACH ART WALK Saturday May;20,2023 $15,000 410W.Industrial Avenue $4,000 Total Boynton Beach Art Walkj $19,000 BOYNTON BEACH NIGHT MARKET Saturday July 29,2023 1 $40,000 120 E.Ocean Avenue Event Marketing $8,000 Total Boynton Beach Night Marketl $48,000 BOYNTON BEACH ART WALK Saturday September 16,2023 $15,000 410W.Industrial Avenue $4,000 Total Boynton Beach Art Walkj $19,000 PIRATE FEST MARKETING&BUSINESS PROMOTIONAL SUPPORT Date TBD $50,000 Downtown District Event Marketing $35,000 Total Boynton Beach Night Market $85,000 EQUIPMENT&SUPPORT $69,158 CEREMONIAL EVENTS $15,000 Sub-Total Events $384,158 Sub-Total Events Marketing $91,000 TOTAL COST OF EVENTS► $475,158 BOYNTON BEACH CRA FY 2022-2023 MARKETING PROGRAM-02-58400-445 2022/2023 EVENTS DATE BUDGET ADDITIONAL COMMENTS BOYNTON BEACH BUCKS Budget is based off of continuing to mange this program in-house and adding a postal A business promotional program to provide economic and digital aspect.Funds would be used for support to local businesses through targeted actual reimbursement to businesses,paid campaigns that will be promoted both digitally and in- digital/print ads,postage,supplies,and person at events printing. If we were to go with. Total Boynton Beach Bucksl $45,000 PROMOTIONAL VIDEOS Videos to promote various BBCRA projects and initiatives-Boynton Beach Bucks Plaza Spotlights, Budget would include the costs of Bon Appetit Boynton Beach Business Developments videography,actors,industry experts(if Videos,Tutonal Videos for Economic Development needed),supplies/materials,and purchases Toolkit from businesses as needed. Total Promotional Video Ad Campaign il $40,000 BUSINESS DEVELOPMENT WORKSHOPS Various business development workshops to cover various topics,such as Strategic planning,Growth& Expansion,Business Plan Overview,Finance& Accounting,Marketing Strategy,Operations Management Diversity&Inclusion,Interpersonal Skills for Success,Grant Writing�.Minority&Female Owned Businesses,r Local Resources Time&Stress Management,Leadership&Hiring Total Restaurant Month $50,000 RESTAURANT MONTH-BON APPETIT Print&Digital Marketing Campaign to promote variousBudget would include marketing costs,and BOYNTON BEACH restaurants&eateries during a designated month various elements for the micro activations, through both digital and print marketing,micro such as:live entertainment,activities, activations games,etc. Total Restaurant Month $10,000 TOTAL COST OF MARKETING ► $145,000 Bev, NTC` I ' w"n��t��s��sar�sl BEACH ,!,,,,,.CRA omm COMMU NlIT °REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 13,2022 NEW BUSINESS AGENDA ITEM: 14.A. SUBJECT: Discussion and Consideration of Additional Funding for the Commercial Spaces within the MILK Jr. Boulevard Mixed Use Development(n.k.a. Wells Landing Apartments, LLC d/b/a Heart of Boynton Shops) SUMMARY: At the August 9, 2022 meeting, the Board received public comments regarding the build-out costs associated with the commercial spaces at the MILK Jr. Boulevard Mixed Use Development(n.k.a. Wells Landing Apartments, LLC d/b/a Heart of Boynton Shops)located at 119 E. Martin Luther King, Jr. Boulevard. The mixed-use project currently under construction includes approximately 8,250 square feet of commercial space divided into eight tenant spaces. Currently, the developer, Wells Landing Apartments, LLC, has tentative leases in place for all of the commercial spaces including one unit as an office space for the CRA's Neighborhood Officer Program (NOP). The tentative leases include the following square footage and uses: • Unit 1 = 1,207 square foot primary medical care center • Unit 2-4 =3,152 square foot full-service restaurant • Unit 5= 1,000 square foot fast-casual restaurant • Unit 6= 1,000 square foot hair salon • Unit 7= 1,042 square foot professional office • Unit 8= 1,055 square foot Neighborhood Officer Program Office During the meeting, the tenants shared their concerns of the high costs associated with the build-out of each space (see Attachment 1). Currently, the CRA has a Development Agreement for the commercial spaces in place with the project developer to provide $2,025,815 for the reimbursement of eligible expenses for the development of the commercial space. $1,813,761 of the total amount was approved by the CRA Board at its September 14, 2021 meeting, to fill the finance gap for the commercial component of the project as a result of the increased construction costs caused by the COVID-19 pandemic (see Attachment 11). The eligible improvements included for Units#1-8 are limited to an unfinished "grey' shell with concrete floors lacking heating, ventilating, air conditioning, lighting, plumbing, ceiling, elevators, interior walls, etc., and left ready for tenant improvements and exterior improvements such as the covered Plaza and Pavers for the north side (see Attachment 111, Paragraph 2.c. and 5.g). The funding described in the Development Agreement also includes$25,000 and shall be used towards the move- in ready build-out of Unit #8 for the NOP Office (Attachment III - Paragraph 5.b.ii and Paragraph 6). The completion of the NOP Office shall be completed within 18 months of the Effective Date or August 1, 2023. Of the remaining $187,054 owner's contingency, CRA staff anticipated approximately$75,000 could be allocated for the NOP build-out based on the cost estimate for the community space build-out within the Ocean Breeze East project. Once the developer has completed all portions of the project, including delivery of "Unit #8" in a move-in ready condition, that are defined under the eligible expenses in the Development Agreement, the developer may seek reimbursement for secondary eligible expenses as defined in the agreement. Secondary expenses can include any mechanical, electrical or plumbing improvements of tenant spaces made during the initial buildout of tenant spaces (Attachment I I I -Paragraph 2.i. and Paragraph 6). At the August meeting, the CRA Board approved the FY 2022-2023 Economic Development Grant Programs which will now include design fees as an eligible expense. Based on the grant program guidelines and the tentative leases in place,the CRA grant funding available to each tenant is outlined below: Applicant Rent Property Improvement Design Total Grant Sq Reimbursement Reimbursement Fees Amount Ft Unit 1 -Primary Medical Care Center $ 13,277.00 $25,000.00 10,000.00 $48,277.00 1,207 Unit 2-4-Full-service Restaurant $21,000.00 $ 50,000.00 10,000.00 $ 81,000.00 3,152 Unit 5-Fast-casual Restaurant $ 11,000.00 $ 50,000.00 10,000.00 $ 71,000.00 1,000 Unit 6-Hair Salon $ 11,000.00 $25,000.00 10,000.00 $46,000.00 1,000 Unit 7-Professional Office $ 11,462.00 $25,000.00 10,000.00 $46,462.00 1,042 Total Disbursed $67,739.00 $175,000.00 $50,000.00 $292,739.00 On August 18, 2022, CRA staff received a cost estimate from RS Construction, the project's general contractor, for the build-out of a 1,000 square foot office use. The build-out includes an ADA bathroom, flooring, ceiling, HVAC, lighting, plumbing, fire sprinkler system, two small offices and a kitchenette. This build-out comes to a cost estimate of$69,813.60 or$69.81/sq.ft. (see Attachment IV). If it is the Board's will to allocate additional CRA funding for tenant improvements, staff recommends providing funding for the mechanical, electrical and plumbing improvements; this could include eligible expenses for an ADA bathroom. The additional funding would be allocated and administered through an amendment to the Development Agreement for the commercial spaces with Wells Landing Apartments, LLC. The improvements could be completed by the project's general contractor, RS Construction, if authorized by the developer. Any allocated funding would be divided equally across Units #1 - #7. It should be noted that there may be other funding agreements with the developer's lender, TD Bank, that may be affected by the proposed amendment to the Development Agreement for the commercial spaces and review by the CRA legal counsel will be required. FISCAL IMPACT: FY 2022-2023 Project Fund, 02-485400-444, $292,739 (Economic Development Grants) FY 2022-2023 Project Fund, 02-58200-406, $2,025,815 (Development Agreement) FY2022-2023 Project Fund, 02-58200-401, $TBD CRA PLAN/PROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve additional CRA funding for eligible expenses related to the mechanical, electrical and plumbing improvements and amend the commercial Development Agreement for the commercial spaces with Wells Landing Apartments, LLC (d/b/a Heart of Boynton Shops)subject to final review by the CRA legal counsel. 2. Do not approve any additional CRA funding for the tenant improvements at Heart of Boynton Shops. 3. Other options to be determined by the Board. ATTACHMENTS: Description Attachment I -August 9,2022 Meeting Minutes Attachment II -September 14,2021 CMC Presentation of Project Finance Gap Attachment III -August 1,2022 Development Agreement Attachment IV -August 19,2022 Cost Estimate from RS Construction Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 Chair Penserga disclosed that he spoke with Mr. Barton, Kim Kelley and Mr. Weiner related to items 13 A, 12 C and 12 G, respectively. 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. Susan Oyer, 140 SE 27th Way, reminded everyone of the survey that the CRA conducted that said the community's goal is beautification. She asked what the CRA was doing to beautify the district and thought that beautification should be across all districts. She stated that she wanted to see holiday lighting throughout the City. Monica Cleckley, a Board-Certified Family Nurse Practitioner, stated that she was notified about a commercial opportunity for small businesses in the MLK Project, via a flyer, and she was excited to have the opportunity to move into a new space. She explained the difficulty she had with the developer, and expressed that she thought it was a small space for a small business, due to all the extra costs, and that she cannot move into the building even with CRA grants and rental assistance. She stated that as a small business owner trying to expand, she could not move in. Dr. Christopher Glinton, 194 Orange Drive, stated that he is a partner in a business wanting to move into one of the bays in Well's Landing. He advised that they operate Carlton's, which is a family restaurant, and he also was not clear about the beginning pieces of the project. He explained how it has been difficult for small business owners to get started and still having capital for the 15 to 20 jobs they will create. He requested that the CRA review how to assist them to open a business on ancestral lands. Ernest Mignoli, 710 NE 7th Street, Unit 407, stated that due to the CRA and City government, they are in fear they will lose homes the way Surfside did. He commented on the building he lives in. He complained about 132 12th Avenue, which has been declared a chronic nuisance. He spoke about Attorney General Aronberg. Sylvia Gillion, a small business owner transferring her business from Delray Beach to Boynton Beach, agreed with the prior comments about the Well's Landing project. She requested that the CRA consider providing greater assistance with these business build 3 Meeting Minutes CRA Board Boynton Beach, Florida August 9, 2022 m - - - - - outs, because it is supposed to be a redevelopment area. She stated that if they get a loan, the business will have to make a profit. David Katz, 67 Midwood Lane, stated that he wanted to speak to the issue with Mr. Grant. He said that she appreciated Board Members' Hay and Turkin's position, but he suggested falling back on State Statute that prohibits anyone from lobbing for two years. He stated that this would cover the Board. No one else coming forward, Public Comment was closed. 9. CRA Advisory Board A. Pending Assignments 1. Review and Discuss the CRA Funded Current and New Business Promotions and Marketing Events including Strategies to Promote the Marina Thuy Shutt, Executive Director, stated that the Board met last Thursday and recommended approval of the draft budget for Fiscal Year 22/23 as presented. She commented that they also reviewed the business promotions and other events and will come back at a meeting next month, contingent on if the Board wants them to review the second round of funds for the budget. She pointed out they were not given a timeline. There was consensus to give the Board two month's work of research time. B. Reports on Pending Assignments 10. Consent Agenda A. CRA Financial Report Period Ending July 31, 2022 B. Approval of CRA Special Board Meeting Minutes - June 7, 2022 C. Approval of CRA Board Meeting Minutes - June 14, 2022 D. Approval of CRA Board Meeting Minutes - July 12, 2022 E. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $14,479.98 to SimpleWHOA LLC d/b/a Simple'WHOA! Nutrition located in Ocean Palm Plaza at 1550 N. Federal Highway, Unit 12 F. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 to TalentPartners LLC located at 2626 N. Federal Highway 4 S E ,E i S f i_ 45 (+,Iilj E 7Sti lye; t . i � U lei f F { II j � Ell s� ��. f 51s MINN VV E Q 4 �1 f 110cs Akl ' � E�_ , _ Ev A m �� ue�tr ��^ d >.€- � � �m�. .� 1 •��1't y 1�E of 1 {�i� {E fS�rf _- 1777 ) 5% 5 f of Y ,♦ k {{.3�I ^'^ 171s ESE;.tt7 -Y r \ S - �n • ' � tk � � ��•. "— s� :. �4h'.''t4 Geo � �� - � �^ F `� � �t� l� pp i a ►F�PIf� ( �� r i��i��R 4 I � { ,z ! r# a ^ II pp ��III { ire. irJs 1 i 4 (f S l tt� sS s ff t �7 4 C Lni r*-� ;ff sV t �V a rf bt , tf � �o a--j N f ,�> 5,f. a--j I; � O s W n rn 1 � ri f { VHOM D .7 T -T 0 i, 1 .21 2 O ii Ln Ns N!i I's ?is ug 0 4—j u 77,k n ryoo LLI LU Llj Flo M-T ji yay. Whom jp 1 9 &'! 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O O e U U 0txo G � `� m T N p N i y w O i O o c '^ Q O U O cu f °J o n a� c Q N E Q O N VI H N D N Q U O i — = 7 Q Y N f0 Gl O Z Q Y n p O u 2 fo o b00 O O p i U N O L.L N O 2 d N O co c >, �` O Q 4J N CO io tj m c .fO O LL °C _ — o ro io Umcu c= o w v o ._ Q v Q O v_ u o m co 0 3 Q t7 0 0 ar ti t c o c E o Q c N > o 3 0 N Y Q v ° O H Q Q Q m m m U U U w C:J C7 2 2ZD Y Y J J d m OC K :tf V07 H o 'W T) m E W N Q) Q) m U 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 H o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 of Ln w Ln v N Ln Ln w .4 o v of o o 000 M 00 00 00 M n M Ln Ln N w m Ln W ANO I, O 00 imp e4 0) �N 00 00 W �0) e4 N Q N N V M Omi l0 N N m l0 N W l 00 Q ~ V? iA iA iA iA iA iA iA iA iA iA iA iA iA iA O Ln O O •L .� m N Q D J) } } Ln LL N N N J 3 +� 0 e g o Y f0 m m m m m m m m m W W ^ ti f0 � 41 Q' L m 41Q H 0 ra O _ V O Z O c O P 41 C ti V u o L f0 V F- N 4A c E E c cu cu ,� Z IA V oZS T T 3 Q H y a+ y00 LU O V u °o V -p Q Y M s N w vii E O w Q O C Q L d O 7 C cu Lij ° t0 w 'O J H Z J J O C E Y, C O Y O s W 0] O m cu E CU L O t'' w Z U 3 > c O m 3 cu E y v Z a ° ¢ U v a ° s ° Q oC ui $ c ;; oa w o Q o u y y w c w z Y w z_ J W w w X a C f0 ` O ?� OJ C Q Y U J G V `• w O w t0 O C > > �n ` 07s V w U p 0� Q C Z Y u c u E t cu v ° 3 ° c m CL Ln w N H .J Q in n 7 w J m Q 3 v ° +� ° v o O w V �n a cc w Q v� V a a w w V m v v °o � O m U 14, epi rri v vi kd ri 00 of N l7 O O C v� z° a H N a a ti a ti DEVELOPMENT AGREEMENT This Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "CRA") and Wells Landing Apartments, LLC or its affiliated assignee (hereinafter "Developer," and together with the CRA, the "Parties"). WHEREAS, the Developer and the CRA intends to construct the Project, as further defined below, which will contain commercial space including a minimum of 1,055 square feet of rent-free space dedicated to the CRA's Neighborhood Officer Program, in that space identified as "Unit#8" in "Exhibit B," attached hereto and hereby incorporated herein; and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that providing funding for commercial spaces within the Project will further the goals and objectives of the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows: 1) INCORPORATION. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) DEFINITIONS. a) "Eligible Expenses" means expenses that are consistent with the requirements of Florida Statutes, consistent with the CRA Redevelopment Plan, directly related to the Project, and in compliance with the requirements of this Agreement. In addition, only direct expenses for materials, labor, construction, and equipment costs associated with the Project are considered Eligible Expenses, including the following relating to the Project: (i) costs relating to the parking lot and site improvements (ii) costs of bathrooms required by code for the Project (iii) costs of plumbing stub-outs, main electrical and mechanical components needed for tenants to hook up to in order to operate within the tenant space in the Project (iv) costs of concrete flooring, ventilation, and HVAC/air conditioning systems needed within commercial spaces for use by tenants (v) architecture and professional design services only for the Neighborhood Officer Program Office and (vi) other 01591782-5 L& expenses specifically agreed to by the CRA through prior written approval. b) "Full-Service Sit-Down Restaurant" means a restaurant where orders are taken by wait staff at the table. c) "Grey Shell" means an unfinished interior with concrete floors (to be poured upon execution of lease agreement), lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior walls, etc. and left ready for tenant improvements. d) "Limited-Service Restaurant: means a restaurant where orders are taken at the counter, register, or self-service menu. e) "Local Businesses" means a duly licensed business entity with an office location in Palm Beach County. f) "Move-in ready" means a state of construction such that it has a certificate of occupancy and is ready for tenant occupation and use. Pertaining to Unit#8, move- in ready includes, but is not limited to, installation of the following items per plans the CRA will later provide to Developer: equipment; fixtures; outlets and plugs; all aspects of bathroom facilities including sinks, toilets, stalls, and hand-drying or paper towel equipment; fixed counter space; all components of a functionating HVAC/air conditioning system; paint; and doors. The term "move-in ready' shall not be read to require provision of furniture that is not a fixture. g) "Project" means the construction and management of the commercial spaces of the Property as described in this Agreement, as further described in Exhibit B which is attached hereto and hereby incorporated herein, and in accordance with the previously executed Purchase and Development Agreement, which is attached hereto and hereby incorporated herein. h) "Property" means the property described in Exhibit A,which is attached hereto and hereby incorporated herein. i) "Secondary Eligible Expenses" shall mean: exterior improvements to the Property that enhance the aesthetic value or electrical, mechanical, or plumbing function of the Property; and/or mechanical, electrical, or plumbing improvements of tenant spaces made during the initial build out of tenant spaces. 3) EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the CRA and DEVELOPER has signed this Agreement. 4) OBLIGATIONS OF THE CRA. The CRA agrees to: a) Provide to Developer funding in an amount not to exceed $2,025,815 for the Project ("Project Funding"),to be used only for the reimbursement of Eligible Expenses, and 01591782-5 ,)& s� where permitted by this Agreement, for the reimbursement of Secondary Eligible Expenses. Reimbursement shall be subject to the terms and conditions hereinafter set forth. b) Review all documentation submitted by the Developer as required by this Agreement and provide comments, approval, or notice of disapproval within 15 days of receipt of such document(s). 5) OBLIGATIONS OF DEVELOPER. The obligations of the Developer are as follows: a) Developer will build out the residential portion of the Property and complete the Project. b) Construction. Regarding construction of the Project, Developer shall: i) Commence construction of the "gray shell" of the commercial spaces of the Project within six months of the Effective Date. ii) Work with the CRA's architect to deliver "Unit #8" in the attached Exhibit B, consisting of approximately 1,055 square feet, for the Neighborhood Officer Program Office ("NOP Office") in a move-in ready condition. The construction of the NOP Office shall be completed no later than 18 months of the Effective Date, and Unit#8 shall be provided to the CRA for said use rent-free. iii) Make reasonable and good faith efforts to prioritize the use and hiring of qualified, licensed, insured and bondable local contractors and sub-contractors. Local contractors and sub-contractors are defined as those contractors: 1) having a City of Boynton Beach Business Tax Receipt, having a business address within the boundary limits of the City of Boynton Beach, and meeting all of the requirements to legally perform prescribed work; and 2) having a business address within the boundaries of Palm Beach County and meeting all of the requirements to do business within the City of Boynton Beach during construction of the Project. c) Developer shall designate Units 4 and 5 solely as restaurant spaces. One of the units shall be used as a full-service sit-down restaurant. The other unit shall be used as a limited-service restaurant. If Unit 4 or 5 is used as a full-service sit-down restaurant, Developer will make the adjacent unit, either Unit 3 or 6, available for additional space for the full-service sit-down restaurant tenant. d) Commercial Marketing. Regarding marketing of the Project, Developer shall: i) Commence marketing the commercial space created by the Project within 1 year of the Effective Date. ii) Provide a copy of the initial marketing plan to the CRA for the CRA's review and 01591782-5 J k; ,„, approval prior to commencement of marketing or prior to sign-off of the first commercial tenant, whichever occurs first. The CRA shall not unreasonably withhold approval. iii) Refrain from using the CRA's logo or other intellectual property without the CRA's prior written approval. iv) Use its best efforts to market and secure local businesses as tenants for the commercial spaces created by the Project. e) Rental and Management of Commercial Spaces. Regarding the rental of the commercial spaces created by the Project, Developer shall: i) Solicit commercial tenants to occupy the commercial spaces created by the Project. ii) Provide the CRA with copies of the commercial property owners association and any master association documents or lease agreements, as applicable, for the CRA's review and approval prior to the documents becoming effective to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iii) Provide the CRA with copies of the commercial leases for the CRA's review and approval prior to the execution of the first lease,to ensure compliance with the Agreement. The CRA shall not unreasonably withhold approval. iv) Rent the commercial spaces created by the project at a rate not to exceed $22 per square foot for a period of 5 years following the day the first commercial rental agreement become effective. After 5 years, the rental rate may be increased annually at a rate of either a)3%per year,or b)the annual percentage increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, whichever is lower, for the next 5 years. All restrictions on rental pricing will dissolve 10 years after the day the first commercial rental agreement becomes effective. v) Take its management fee for the commercial spaces created by the Project from the rental rates described above. Such management fee may not exceed 5%of the rental rate. Common area maintenance fees are not required to be taken from the rental rates described above and may be charged in addition to such rates. vi) Manage all aspects of commercial space rentals, including but not limited to rent collection, maintenance, and tenant selection. f) Residential Management. Developer shall manage all aspects of residential rentals, including rent collection, maintenance, and tenant selection. 01591782-5 t e g) Developer shall not be responsible for tenant improvements for "Units#1-7." 6) LIMITATION ON USE OF CRA FUNDS. The funding provided by the CRA pursuant to this Agreement shall be used to construct the grey shell of the commercial spaces created by the Project. Twenty-five thousand dollars($25,000)shall be used towards the move- in ready build out of the NOP Office; however, no other CRA funds may be used to otherwise build out individual spaces except to install plumbing, electricity, concrete flooring, ventilation, and HVAC/air conditioning systems and other Eligible Expenses. However, if and only if any funding remains after the completion of all portions of the Project that create Eligible Expenses, Developer is entitled to seek reimbursement for Secondary Eligible Expenses. 7) METHOD OF REIMBURSEMENT. Reimbursement shall be effectuated as follows: a) The CRA will reimburse the Developer only for Eligible Expenses and Secondary Eligible Expenses, and only upon receipt of a written reimbursement request that contains the following: i) A letter requesting an amount to be reimbursed; ii) A summary of the Project items for which Developer seeks reimbursement; iii) A statement that the request is consistent with the requirements of this Agreement and the reimbursement requested is for Eligible Expenses or Secondary Eligible Expenses; iv) Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the Developer for the Project for which the Developer is seeking reimbursement; and v) For any reimbursement request submitted after final completion of a physical improvement, evidence of an approved final inspection, or equivalent. b) In order to be eligible for reimbursement, the reimbursement request must be submitted within one hundred and twenty (120) days of Developer making the payment for which it seeks reimbursement. c) Upon receipt of a complete reimbursement request from the Developer that meets the requirements of this Agreement, the CRA shall remit funding in the amount requested,consistent with this Agreement,to the Developer within ninety(90)days of receipt of the reimbursement request by electronic fund transfer into such account as may be designated by Developer from time to time. d) If the Developer fails to submit a reimbursement request within one hundred and twenty (120) days, the Developer will no longer be eligible to receive reimbursement for that item. If the Developer submits a reimbursement request 01591782-5 .a?�.,,.w' 1 that the CRA deems incomplete,the CRA shall notify the Developer in writing. The CRA may ask for additional documentation that could reasonably be used to evaluate or support the reimbursement request. The Developer shall have ninety (90) days from receipt of the notice to provide the necessary documentation to complete the reimbursement request. If the Developer fails to provide the documentation required by the CRA within the required time limits, the Developer shall only be eligible for the portion of the reimbursement request, if any, that the CRA deems complete and eligible. The CRA will not reimburse the Developer for any portion of the reimbursement request the CRA deems ineligible for reimbursement. e) Reimbursement may be withheld or denied for failure to comply with this Agreement. 8) NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to CRA: Boynton Beach Community Redevelopment Agency Executive Director,Thuy Shutt 100 E. Ocean Avenue, 4th Floor Boynton Beach, Florida 33435 With a copy to: Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to DEVELOPER: Wells Landing Apartments, LLC Attn.: Lewis Swezy 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 With a copy to: Nelson Mullins Attn.: Randy Alligood, Esq. 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 If to INVESTOR MEMBER: WL Investor LLC Attn.: Lewis Swezy 01591782-5 _; 7735 NW 146 Street, Suite 306 Miami Lakes, FL 33016 9) RIGHT OF FIRST REFUSAL. In the event Developer elects to sell the commercial spaces (or any part thereof) of the Property separate from the residential portion of the Property within 10 years of the Effective Date, CRA shall have the right of first refusal to the commercial spaces, to be effectuated as follows: Should Developer receive an offer to purchase the commercial spaces (or any part thereof) of the Property, Developer shall give the CRA notice of the offer by delivering a copy of the offer to the CRA ("Offer Notice")within two business days of receipt. Within five (5) days of receipt of the Offer Notice, the CRA shall schedule this item on the earliest available CRA Board agenda for approval to either waive or exercise its right of first refusal. If the CRA elects to exercise its right of first refusal, the CRA shall, within ten (10) days after receipt of CRA Board approval, deliver to Developer an agreement to purchase the portions of the Property subject to the Offer Notice on the same terms as set forth in the Offer Notice, including the delivery of a deposit (if applicable) less a deduction of the value of any funding contributed to the Developer by the CRA pursuant to this Agreement. Upon receipt by the Developer of the foregoing from the CRA, Developer and the CRA shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Offer Notice with a closing to be set no later than 45 days from the effective date of the Purchase and Sale Agreement. If the CRA fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within thirty-five (35) days after receipt of the Offer Notice,then the CRA's right of first refusal shall be deemed to have been waived. 10) BINDING OBLIGATION/ASSIGN„MENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of,the successors and permitted assigns of the Parties hereto. Upon written notice to CRA,this Agreement may be freely assigned by DEVELOPER to a wholly owned affiliate of DEVELOPER, and thereafter DEVELOPER'S assignee shall be obligated as contemplated herein as if such assignee were the original party to this Agreement. Any assignment by DEVELOPER to an unaffiliated party shall be subject to the written approval of CRA. Notwithstanding the foregoing, in the event Developer's construction lender and/or permanent lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such lender upon receipt by the CRA of written notice by such lender that it desires to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement.The notice must be received within 90 days of such lender taking possession of or becoming the record owner of the Property. 11)RISK,._OF M,LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of CRA, 01591782-5 DEVELOPER may elect, as its sole option, to terminate this Agreement and refund to the CRA all monies previously received from the CRA for the Project, at which time the parties shall have no further obligations under this Agreement. 12) REPORTING. DEVELOPER shall provide the CRA Board with a report detailing the status of the project and DEVELOPER's compliance with the terms of this Agreement six months after the Effective Date, and at least every six months thereafter until the CRA deems the project complete. Further, DEVELOPER shall, at any time requested by the CRA, appear before the CRA Board and provide any information requested regarding the project. 13) DEFAULT. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If the Developer fails to cure the default within fifteen (15) days of notice from the CRA, the CRA may refuse to make reimbursement payment under this Agreement, or terminate this Agreement and refuse to make any further payment hereunder. Nothing in this Paragraph shall be construed as a limitation on any damages the CRA may incur or is entitled to as a result of Developer's breach or default. If the CRA breaches the Agreement, the CRA shall have fifteen (15) days from the receipt of written notice of such breach to cure the breach. To the extent permitted by law, the CRA's liability for all matters that occur as a result of, arise out of, or are otherwise related to this Agreement, including negligent, grossly negligent, or willful misconduct or omission, shall be limited to the amount of Project Funding less any portion of the Project Funding already paid to Developer. Any notice of a default shall also be given simultaneously to the Developer's Investor Member identified in Paragraph S of this Agreement and the CRA shall accept a cure from the Investor Member as long as such cure is made on the same time frame as permitted hereunder. 14)TERMINATION_. Either of the Parties may elect to terminate this Agreement as a result of default by the other party and failure to cure. If this Agreement is terminated due to default of the Developer, the Developer shall immediately refund to the CRA all funding the CRA previously paid to the Developer pursuant to this Agreement. Otherwise, this Agreement shall automatically terminate after completion of the Project and final payment by the CRA, whichever occurs later. 15) MISCELLANEOUS. a) General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The executed signature page(s)from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an 01591782-5 i original document for all purposes hereunder. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Paragraph shall be deemed to be a reference to the entire Paragraph, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties.This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida regardless of conflict of law principles. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. b) Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. c) Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. All waivers by the CRA must be expressly stated in writing. This paragraph shall survive termination of this Agreement. d) Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement,or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. e) Severability. If any provision of this Agreement or the application thereof shall, for 01591782-5 SIT any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Paragraph shall apply to any amendment of this Agreement. f) Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and DEVELOPER shall control all printed provisions in conflict therewith. g) Waiver of Jury Trial. As an inducement to DEVELOPER agreeing to enter into this Agreement, DEVELOPER and CRA hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. h) Compliance with Laws: No Discrimination. In the performance of this Agreement, Developer shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, familial status, gender identity, gender expression, sexual orientation or disability for any reason in its performance under this Agreement. i) Attorneys' Fees and Costs.The Parties acknowledge and agree that each Party shall be responsible for its own attorneys'fees and costs incurred in connection with the transaction contemplated by this Agreement. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, each party shall be responsible for its own attorneys' fees and costs, including those at the appellate level. j) Bindm Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the DEVELOPER and CRA has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. k) Survival. The provisions of this Agreement concerning use of the CRA's intellectual property, agents, wavier, and repayment of funds due to Developer's default shall survive the expiration ortermination of this Agreement and remain in full force and effect. 1) Public Records. CRA is public agency subject to Chapter 119, Florida Statutes. The DEVELOPER shall comply with Florida's Public Records Law. Specifically, the DEVELOPER shall: 01591782-5 i e O ii) Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla.Stat.,or as otherwise provided by law; iii) Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and iv) Meet all requirements for retaining and providing public records and transfer to the CRA, at no cost, all public records in possession of the DEVELOPER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CRA in a format that is compatible with the information technology systems of the CRA. IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 E. Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435;or h Ma ibbfl.us. CRA shall, upon request, provide guidance to DEVELOPER as to the public records keeping and reporting duties that are imposed upon DEVELOPER as provided above and shall take all steps reasonably required to assist DEVELOPER in not violating them. The failure of DEVELOPER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. In the event that Developer fails to perform its obligations under this Paragraph 15.1 of this Agreement or otherwise defaults hereunder, upon written notice the Developer shall have thirty(30) days from the date of such notice to cure the default. If Developer fails to cure the default within thirty(30) days then the CRA may terminate this Agreement. Developer understands that the CRA may disclose any document in connection with performance of the Contractor Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. [Remainder of Page Intentionally Blank] 01591782-5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. DEVELOPER: CRA: Wells Landing Apartments LLC, a Florida limited liability company BOYNTON BEACH COMMUNITY By: Wells Landing ManagLLC, a Florida limited lip-bility company, f' REDEVELOPMENT AGENCY its Manager ,F u By. y: .. f Pr'nted Name: Lewis V. Swezy, Manager Printed Name: Steven B. Grant Title: ""u Title: Chair � '. ° Date: �' Date: WITN ESS: WITNESS: r av Jk Printed Name: ' Printed Name.' p�. 01591782-5 �` WITNESS: WITNESS: Printed Name: .. 9 _ ' ' .w Printed Name: J Approved as to form and legal sufficiency: CRA Attorney 01591782-5 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8&9 (LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6&7(LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0040 Legal Description: FRANK WEBBER ADD LTS 4&5 (LESS NE 10TH AVE R/W) BLK 1 Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEEKS ADD TO BOYNTON LT 1 EXHIBIT B-COMMERCIAL SPACE FLOOR PLAN AND ELEVATIONS 01591782-5 f �51=1311HZIaVala33:;H O'11WO e z _.q1H m < w e, a R m 'Z VHE)M ' .' 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P7 �I L 1�0 'R k A 11 I I , r �P®I D r r r r A r477 I _ boV � I J oQ ■II' I' & vw-v 90LbOJI CL --- - --------L----- - -----r-1�- 3 r , I I I r I `r' I a � , n i K-� � I 10 3 3 S- „I I— ,. w r \ I I a _ I I ' �� 4CL a LL _j i oe f Z 0bt 7 7 � O} w a u m r. zm _res mm<o cs 4 U• i rrc rv�v3ea 3wtM n3 ary nay � .o sxr $.L,311F°i,8itl 3.a3 B�3f'f O11b:� °xe av Z 'd Z Z 4 — -: Za E..=OQ 0 JJ VHE) � l z n �°oWN e"a•,ry J JU p o U a 0 1.5 � `o ?oo amsg 0,,, a b 1 'r"Ru4n � � I �� LIL7- Wim0J r � -NF11,01 F uj W . f(il f }I 41 All �'�I�� a hv4 r 44I , ,4,4 i � I t4{lA'�f;�4 I riNi.. � u i 4 77, I ..MatWAs Wl - 1 I � �` �, 4 � ��t } 1 ,C• f t I - � 1 Z ,,,�>..... } I '. I4��r r o Lu; r . .i♦ ,� � t' J r sr zz^c W ja �w Og LU a I i q I~ 4 w o m WELLS LANDING Date:8/17/2022 Size of Unit : 1000 Sq. SCOPE OF WORK: 1. Handicap Bathroom 6'x 6" Bathroom with all handicap requirements 2.Kitchenette 6 Linear ft ft of cabinet Top&Bottom with sink 3.Acoustical Ceiling 2"X4" Acoustical Tile&Grids-Fire Rated 4.Two Small Offices Two 10"X 10'offices&Hall 5. Doors&Hardware All Doors&trim including baseboards, hardware 6.Flooring Ceramic Tile 7.Complete Paint Paint All Walls&Finish Carpentry 8.Fire Sprinkler System per code Complete Sprinkler System Based on Code Requirements 9.lnsulation All Wall Insulation required for sound&heat 10. Plumbing per code All Plumbing System including drainage,water pipe &fixtures 11.Plumbing-Water Meter Submeter for water 12.HVAC Mechanical per code Complete A.C.System Including 2 ton Unit&Ductwork 13.Electrical-per code Complete Electrical System including Fire Alarm, Panels&Wiring 14. Light Fixtures Light Fixtures-Lay-In florescent,smoke detectors,exit signs 15. Rough&Final Cleaning Two Cleaning-Rough&Final PRELIMINARY ESTIMATE Cost Code ITEM SUBCONTRACTOR Total Cost 0100-025 Cleaning RMV CLEANING $ 800.00 0600-030 Cabinets-BATH&Kitchen Ashmandy Kitchen Cabinets $ 1,335.00 0700-015 Insulation LEED Insulation $ 1,775.00 0800-003 Doors&Hardware/Millwork Complete Door&Trim $ 1,500.00 0900-010 Drywall&Acoustics Hurricane Drywall $ 7,985.00 0900-015 Acoustical Ceiling Bergola $ 5,000.00 0900-030 Flooring General Property Construction $ 5,775.00 0900-045 Painting A.L.Waterproofing &Paint $ 1,500.00 1000-001 Bathroom Accessories Complete Door&Trim $ 585.00 1500-005 Fire Sprinkler System Sprinklermatic $ 3,500.00 1500-020 Plumbing Ridgeway Plumbing $ 7,675.00 1500-045 Plumbing-Water Meter IUSA $ 375.00 1500-030 JHVAC Mechanical Best Air Conditioning $ 8,500.00 1600-005 Electrical&Fire Alarm Becai Electric $ 13,675.00 1600-025 Light Fixtures Becai Electric $ 1,260.00 SUBTOTAL $ 61,240.00 General Contractors Fee(14%) $ 8,573.60 GRAND TOTALS $ 69,813.60 COST/SQ.FT $ 69.81 NOTE FINAL ESTIMATE UPON FINAL DRAWING SCOPE OF WORK. THE COST OF CONSTRUCTION MATEMAL& LABOR CONITINUFS TO INCREASE EVERY MONTH 8/19/2022 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 NEW BUSINESS AGENDAITEM: 14.13. SUBJECT: Discussion and Consideration of the Purchase of 321 E. Martin Luther King, Jr. Blvd. SUMMARY: CRA staff has been seeking land assemblage along E. Martin Luther King, Jr. Boulevard in order to continue the redevelopment of the corridor east of the new mixed-used project, Heart of Boynton Village Apartments and Shops. This is one of the goals for the CRA Board when the RFP/RFQ for the redevelopment of the MLK Jr. Boulevard Corridor Mixed-Use Project (aka Wells Landing Apartments LLC, d/b/a Heart of Boynton Village Apartments, LLC) was issued. The main objectives were to diversify the uses, provide wealth building and ownership opportunities, and reactivate the commercial corridor(see Attachment 1). The property located at 321 E. Martin Luther King, Jr. Boulevard is one lot west of two CRA owned lots. Attached is a location map of the properties the CRA owns on E. MLK Jr. Boulevard and the subject property (Attachment 11). The property is approximately 0.16 acres, measuring approximately 50'x 189', contains a single-family residence and is zoned R2. This property is of interest due to its location. If the CRA is able to obtain the adjacent lot to the east the properties could be consolidated and potentially redeveloped into affordable live-work spaces or affordable townhomes. On April 1, 2022, an appraisal was performed valuing the property at $210,000.00 (Attachment 111). On August 5, 2022, the current owners provided the attached letter (Attachment IV) providing a selling price of $330,000.00 with the CRA paying all closing costs. FISCAL IMPACT: To be determined by CRA Board. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Heart of Boynton (MLK Corridor) CRA BOARD OPTIONS: 1. Approve the purchase of the property located at 321 E. Martin Luther King, Jr. Boulevard for a maximum amount of$330,000.00 plus all closing costs. 2. Do not approve the purchase of the property located at 321 E. Martin Luther King, Jr. Boulevard. 3. Provide CRA staff with alternative direction. ATTACHMENTS: Description D Attachment I - 11-13-2018 and 01-08-2019 CRA Meeting Minutes D Attachment II - Location Map D Attachment III -Appraisal D Attachment IV -08-05-2022 Seller Offer for 321 E M LK Blvd. Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida November 13, 2018 gentleman advised there were no postings on the City website about it. Board Member McCray explained staff has to provide the information to the Board so it could be distributed. He has not seen anything yet. Ms. Shutt explained the City and Economic Development Department and Engineering/Public Works did have a job fair at the Intracoastal Park Clubhouse. Gary Dunmyer, the City Engineer, was overseeing the bids. Ms. Shutt offered to coordinate with staff to let the Board know how the bids are being disbursed and awarded. She noted only about eight vendors came, Board Member McCray thought it was a waste of time. He agreed to follow through. 10. Consent Agenda A. Financial Report Period Ending October 31, 2018 B. Finance Department Purchase Orders for amounts exceeding $10,000 for the month of October 2018 C. Approval of CRA Board Meeting Minutes - September 11, 2018 D. Approval of CRA Board Meeting Minutes - October 9, 2018 E. Approval of Commercial Rent Reimbursement Grant Program in the amount of $6,346.08 for Taylor Adair Stylist, LLC d/b/a Alchemy located at 640 E. Ocean Avenue, Unit 5 F. Approval of the Purchase and Sale Agreement for a Portion of the Property Located at 1003 NE 3rd Street Motion Board Member Katz moved to approve. Board Member McCray seconded the motion that unanimously passed. 11. Pulled Consent Agenda Items 12. Public Hearing 13. Old Business A. Consideration of Responses to a RFP/RFQ for Redevelopment of CRA Owned Properties within the MLK, Jr Boulevard Corridor Chair Grant announced he would vote against anything presented today because of the Qualified Opportunity Funds, noting when the RFP was issued, the tool was not available. 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 13, 2018 The funds could only be used in 8,700 of the thousands of census districts that exist of which the Heart of Boynton was one. Michael Pecar, Development Director, Neighborhood Renaissance, was present with Executive Director and Project Manager, Terri Murray and Carlos Toledo respectively. He advised their development includes commercial rental apartments and homes for sale. The objective is to increase the availability of affordable housing choices in the Heart of Boynton. The commercial development will bring needed services, goods and programs to the Heart of Boynton. He advised the project planned for a 9,000 square foot retail/commercial plaza and included a 100-unit apartment community. To the east, south of the Boulevard were homeownership opportunities. They can fit four townhomes as well as two single-family homes. Historically, the Boulevard had single-family homes and commercial. Board Member McCray clarified they had shotgun homes at that time. Mr. Pecar clarified the single-family homes were similar to the homes on the Model Block. He reviewed the plans for the commercial component and apartments. The apartment complex fronts on MSK, Jr. Boulevard with parking in the rear. To the south, is a large plaza and to the right is the front of the complex. They changed the small building on the left from live/work townhomes to an additional 16 units of apartment rental. The north side of the project has the retail plaza, which is broken up into two buildings, each with 4,500 square feet with a plaza between them to be constructed in phases. They will build Phase I and have an open-air plaza to be used for craft fairs, green markets, retail markets or entertainment venues. The elevation of the apartment community was viewed showing a four-story building, constructed in a Florida Vernacular style with trellises, overhangs and balconies. Along the Boulevard frontage was the community rooms, offices and gym to activate the sidewalk and they have the opportunity to build an additional 2,000 square feet of retail in the building. Visuals of the two retail buildings were viewed from both sides of the street. There will be kiosk opportunities for entrepreneurs and start-ups. There will be outdoor seating with wide sidewalks, and especially the apartment side of the street, the buildings will be set back an additional 12 feet to allow for wider sidewalks and on-street parking and shade trees, which current right-of-way would not allow and two strips of landscaping. Would like to pay tribute to pioneers in the community and Mr. Pecar noted Robert E. Wells was an original settler who established a church, started a school and had his own grocery story, all on Wells Avenue. They proposed naming the apartment complex the Robert E Wells Manor. They would like to work with others in the community to commemorate other people and events in to celebrate history with a placard or the plaza incorporating history into what happened. The first phase of the retail plaza is 4,600 square feet with a parking lot and open air plaza. The total development cost is $1,9 million. To keep rents affordable, which would be about $1.25 per square foot per month equates to a 1,000 square foot store being 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 13, 2018 $1,250 a month for a finished, ready to move in store. A significant subsidy was needed in order for the landlord to operate in that manner. The rent is all the landlord pays and the only thing the tenants pay for is the utilities. The developer pays for all the insurance and maintenance of the building. The rent would support a $315,000 first mortgage, the land donated, and a lump sum Tax Increment Financing of $1.2 million and a $400,000 second mortgage due in 20 years. Neighborhood Renaissance reviewed several financial structures to finance the apartment community, which he listed in the order that was most favorable to the CRA, and also most difficult to obtain. The first was the 9% tax credits. The second finance option was SAIL financing and the third is CDBG, all from the FHFC. The fallback financing scenario if the CRA wants to build rental housing was to build a smaller project having 60 units using 4% tax credits and TIF financing from the CRA. Mr. Pecar noted their response had a summary of the different scenarios. The first five options on the left did not have 2,000 square feet of commercial space. Columns six through 10 did have the 2,000 feet of commercial space. Line D showed for each scenario, what the project could afford to pay the CRA land on the south side of the Boulevard. Of these scenarios, column one included the purchase of the Bell property; columns two through five reflected the cost of acquiring the land and the DJ Management property. The third component was homeownership. They would build eight townhomes and two single-family homes on CRA land that should sell for $220,000 in the market, but would require $40,000 each of subsidy because the cost exceeds the sale price. They plan to work with the Boynton Beach Faith Based Community Development Corporation (BBFBCDC) to hold a job fair, to monitor the hiring by Neighborhood Renaissance contractors by local businesses as well as if there is a need for more employees and workmen. They have a Local Hiring Preference and they would try to provide training to the local residents. He looked forward to, if awarded, completing all the component of their proposal. Board Member Katz asked how many of the 100 apartment units will be age restricted to seniors. Mr. Pecar explained with the SAIL and the 9% tax credits, the apartments would be for the elderly because the Ocean Breeze East development is already family and Florida Housing Finance Corporation does not want their projects competing against itself. Board Member Katz advised he was not a fan of trying to restrict housing in the area to seniors as there is a lot of affordable senior housing in the City and if it is restricted, it bars families. Mr. Pecar commented they think there is a lot of potential for opportunity funds. Some national organizations that work with affordable housing, requested the IRS Determination and now they are trying to figure out how to structure the financing. There are already some opportunity zone investments, but they are used for a Dunkin Donuts in an opportunity zone area, or an office building or retail plaza. If that kind of investment and loan was obtained, they could use the 4% and build a non-age restricted project. Chair Grant confirmed for Board Member McCray that he did not want to award the RFP. He supported both firms making a presentation and giving them 30 days to come back to 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 13, 2018 the next meeting and provide guidance whether they have an opportunity fund that is willing to invest with them and if not, open it up to the opportunity fund market. This investment tool is due to the 2017 Tax Act. He recalled something similar in 2001 when a cut to dividends to capital gains and long term capital gains and how much savings people had. This was similar because developers would not pay taxes on appreciation of the property for 10 years. Board Member McCray noted there are members of the HOB present and advised he would not vote for anything tonight until he hears from them that this is what they want. As for naming the complex after Mr. Wells, there are other such families, such as the Meeks and Andrews. They were all subdivisions in the HOB and he wanted the HOB to discuss what they want to name the buildings. He wanted the community to have dialogue and to notify him of their decisions. Vice Chair Romelus agreed with Board Member McCray, but thought the floor should be opened to public comment after both presentations were made to obtain immediate feedback. Chair Grant thought with the 4 and 9% tax credits, the CRA was not receiving anything, but if the developer could turn their capital gains into this type of investment, there would be more financing opportunities with the Opportunity Funds. Mr. Pecar commented the funding he saw with the opportunity funds was very favorable when blending the rate compared to bank rates. Mr. Pecar was aware of the program. Elizabeth Roque, Asset Manager, Centennial Management, introduced team members Paul Milton, Vice President Development and Acquisitions; Brian Herbert of Gallo Herbert Architects and Sophia Nelson representing Merchant Strategies were present. Ms. Roque explained Centennial Management has been in business over 37 years, and have approximately 4,000 units. They build multi-family homes they own and manage. Their conceptual development was based on the HOB Redevelopment Plan, the feedback they have received from the Board, CRA, and members of the community. The project, Wells Landing, was named after one of the first pioneers and Ms. Roque noted MLK Jr. Boulevard was originally called Wells Avenue, Overall, the plan was a mixed- use urban development plan with Floribbean influences, The project consists of 124 affordable apartment units, 5,000 square feet of retail, approximately 2,500 to 3,000 square feet of covered open-air breezeway, a 2,500 square foot leasing off ice/clubhouse for the residents, six-foot paver sidewalks, on street parking, street light parking and beautiful landscaping. The developer proposed an art wall for local artists to participate in Art in Public Places program, and the apartment community, which will be named Robert E. Wells and the project will feature a pedestrian-friendly atmosphere with a coffee shop and outdoor seating area. They would like to assist in a fagade for the adjacent grocery store with CRA funding. The project integrates history and culture and will create a mixed use community on both sides of MLK Jr. Boulevard and will incorporate porches, metal roofs and a plaque commemorating Robert E. Wells with some Caribbean design 10 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida November 13, 2018 styles, street parking and retail shops. There are residential units and townhomes with opportunities for homeownership on CRA scattered sites. They have a letter from TD Bank to assist first time homebuyers to purchase the townhomes. Ms. Roque advised the firm was proud to contribute to the goal of revitalization of MLK corridor with a design of residential and commercial uses targeted to benefit local neighbors. There will be over 5,000 square feet of retail on the first floor for casual dining, medical care facilities, barbershops, trendy coffee shops and the firm plans to hire local artists to paint murals on some of the buildings and walls, reflective of the communities culture and history, Board Member McCray noted Adams Barbershop and the Club Continental was along MLK Jr. Boulevard. There was brief discussion the Bells store would be incorporated into the new development. Mr. Herbert loved the design to revitalize the area and reiterated some of the features of the development. The design created elements to foster a community place, including light bulbs, planters, and tree grates they wanted to enhance the area with community building and the drawing showed the breezeway which could be used as a community event space, providing the opportunity, artists, art walks and incorporating historic elements. They addressed safety through Crime Prevention through environmental design (CPTED) and a well-lit environment. The eyes of the design is on the community as the buildings look towards the perimeter of the space, creating territorial reinforcement of the community by residents watching over the community. People feel safe and there will be surveillance cameras. Mr. Milton explained they have been able to successfully obtain two 9% tax credits and two SAIL financing awards, which allows them to move faster and buy land with cash right away. They originally submitted 15 options but it was agreed there were too many so they narrowed the options down to three. The financing options was to develop the two contiguous pieces owned by the CRA on the north and south side. To make the south side more functional, they have under contract to purchase four lots from Larann LLC and DJ Management LLC. They also could move forward without the acquisitions, but then three lots the CRA owns become hard to develop and they would lose some space. Mr. Milton announced if option one is selected, they could close immediately. By acquiring land from private owners, at $500,000 for one lot and $875,000 for the rest, they could build 124 units, but they would need about $870,000 in Tax Increment Financing (TIF) each year. If that option was acceptable to the CRA, they can close immediately because the owners do not want to wait for tax credits or SAIL financing. Centennial would buy the land outright and move forward using the TIF or use options two or three, and try for up to three consecutive years to obtain either the 9% tax credits or the SAIL funding. He noted the CRA could step in at any time step in and indicate they do not want to wait any longer, they would provide the TIF and the project would commence. 11 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida November 13, 2018 The 9% tax credits, was the second option. If successful, the project would be handled the same way as with Ocean Breeze East. There would be no TIF required and they could pay up to $2 million for the land. The last option is the SAIL loan, which would require $266,000 in TIF. In light of what the Chair mentioned about the Opportunity Zones, there are options four and five, which they did not submit, but it would be to move forward with the land owned by the CRA with the same parameters, but not move forward with the private purchases. If this option is used, Centennial could build about 90 units, which needs about $500,000 in TIF, but the configuration of the lots complicates the layout and the number of units may be closer to 74. They could still move forward immediately, buy the land right away and it would require $400,000 in TIF. It would result in slightly less units, but less TIF monies, Board Member McCray asked what would occur if Centennial did not obtain the Larann lots and if Centennial would build around the lots and learned Centennial already had contracts on the lots. Theoretically, Centennial could build up to 90 units with them, but it would be difficult because the access from MLK is narrow. Without them, the development would have 74 units with all the residential units having amenities and community benefits, and retail on the north side. There would be slightly fewer lots on the south side. Board Member McCray inquired who is responsible for the art wall and for maintaining it. Mr. Milton explained at this point, they do not have the land so they have not decided who would do what and Centennial would not make that choice. They would work with the community. Board Member McCray asked the HOB community to speak with him and share their choices. They want to continue what they start. Vice Chair Romelus asked if they have apprehension about moving forward with the 9% and thinking they will not be awarded due to its proximity to Ocean Breeze. Mr. Milton responded they may have to consider that and it may force the project to be a senior project. Each year, the FHFC goals change so it is hard to say what the focus would be. Board Member Katz asked if it would diminish the chances of getting 9% if the project is perceived to be similar in close proximity and learned it would because it is within a certain distance. He explained this is the first year and they would have to submit with elderly and if not successful, the proximity issue would disappear. Mr. Simon commented the difference was the time period between the application and the award. The next application with any project is the determining factor. The further the distance between applications, the more likely it is to have multi-family because it is a multi-family award. Mr. Milton agreed because it is only ensures a certain development gets stabilized without immediate competition from next door. It will affect the upcoming cycle, but then it will no longer be the case. Vice Chair Romelus noted Centennial was awarded 9% tax credits in 2018. She asked if the next application was won, they would not be applying until next year. Mr. Milton 12 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida November 13, 2018 explained they would have to apply for a different demographic next year, which was for elder housing. Mr. Simon pointed out if the Board's decision was to use 9% it would apply. It would not apply with another funding source. Mr, Milton commented they could move forward with any of the TIF options obtaining the private land or not. Vice Chair Romelus was not in favor of the senior apartments and favored having a multi-family housing preference. Vice Chair Romelus asked Mr. Milton to detail what he meant about building townhouses in partnership with the CRA. Mr. Milton explained their plan focuses on the multi-family rental portion, but if they are awarded, they would work with the CRA and build townhouse developments for ownership on the scattered lots owned by the CRA. Vice Chair Romelus commented based on their prior presentation two months ago and the current presentation and asked if they saw the difference in the reception of the presentation today from the Board and the audience and learned he did. Vice Chair Romelus explained she had been looking for the excitement and buy in of the project they did not have at the last presentation and this presentation. She thought the buy in was what was needed to make the project successful and not the square footage because if the community is not excited about the project, the project will not be endorsed by the community. Chair Grant asked if Centennial ever converted apartments to condominiums and learned they had not. Chair Grant thought, as a downside, there was no opportunity for the equity to remain in the community, which was problematic for him. Centennial is based in Hallandale Beach, which meant all the ownership was outside of Boynton Beach. He favored ownership of MLK Jr. Boulevard to remain with Boynton Beach residents and did not want to move forward with the proposal unless it did. Board Member Katz understood with the 9% tax credits, the Board would need to differentiate the two projects. He asked if the same logic applied to the SAIL funds, having to use senior housing and learned it did. Mr. Milton explained that was why he dropped off the additional pro forma. The tax credits and SAIL options are cheaper but, the TIF only options were the options they could move forward with immediately. Vice Chair Romelus asked if waiting one year would eliminate those requirements for the senior housing, and Mr. Milton explained it was not guaranteed. It depended on how FHFC used the stabilization and how long the stabilization would apply. She understood the concept but it would not translate into an exact number of months or percentage of occupancy of units, and FHFC removing them from the list. Vice Chair Romelus inquired if the Board had to decide to create senior housing for the 9% or 4% tax credits, if they are barred from using outside funding sources. Mr. Milton explained the SAIL and 9% funding options are restricted. If they use the TIF only route, they can still apply for tax-exempt bonds and 4% tax credits as they had no restrictions at all. Those scenarios were numbers 1, 4 and 5. Option 1 is to buy private lots and build 124 units including bond and 4% credit funding, but the CRA would still need $873,000 in TIF funds annually for 15 years. Options 4 and 5 had fewer units less TIF or more units more TIF. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 13, 2018 Chair Grant asked, regarding Opportunity Zone Funds, and the financing developer contribution of $1.375 million and if he uses capital gains, he will not have to pay taxes on the capital gains for 10 years. Any appreciation on the $1.375 million would not be taxed and he would receive a reduction of 15% if he kept it for those 10 years. He noted the information was received in late October and because the location was in an Opportunity Zone, he could not select a developer without some opportunity funds being involved. The access to capital is amazing because the developer would get them at a reduced rate than could be borrowed from a bank. Vice Chair Romelus asked if Mr. Milton could research Opportunity Funds as they were not familiar with it and they will look into it. It is fairly new program, but he was unsure what issues or complications come with it. If the concern is the timeline, the Board could consider TIF only, but they will look into it. Board Member McCray requested Mr. Simon meet with Willie Aiken, President of the HOB Association, and bring copies of the proposals to the community before the next meeting. Chair Grant opened public comments on the presentations. Tony Robin, 407 NE 17th Avenue, Apt 101, asked the second developer what the economic benefit, employment and management of retail would be in the community. Chair Grant explained they would not be able to answer right now, but the Board was interested in his questions and comments. Mr. Robin asked if there was a local hiring preference. The community benefits in the future and learned it could be required. Board Member McCray recommended Mr. Robin meet with his association and share his concerns with Mr. Simon. No one else coming forward, public comment was closed. Motion Board Member McCray moved to table and the two developers research the Opportunity Zone Funds to help with the investments of the property for 60 days to the January meeting. Board Member Katz seconded the motion. Board Member Katz asked what happens at the end of the 60 days. Chair Grant explained there will be community meetings with Mr. Simon and the HOB Association to review both proposals to receive input regarding what they would like to see and the pros and cons of each project. The information will be brought back to the Board in 60 days and concurrently, the proposers will have 60 days to explore the Opportunity Zones. Board Member Katz queried what the Boards decision would be if nothing comes back with regard to the Opportunity Zones. Chair Grant recalled the Board was not happy with either developer options when it issued the RFP last summer and staff redid the options. 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 13, 2018 He thought they received better options this time. A question was posed if Board Member McCray's motion was to include a meeting with Mr. Simon and the community and if the developer had to attend. Board Member McCray clarified he wanted to leave the developers out of the meeting. The HOB Association would convene and they would convey to Mr. Simon the pros and cons of the development. The developers only have to review the finance. Willie Aikens, 726 NE 1st Street, President of the HOB Neighborhood Association, introduced himself to the developers and commented the neighborhood needs to have a voice. He thought the developers should come to the community first and he would be happy to meet with them. Motion Board Member McCray moved to table for 60 days to give the developers the chance to look at financing through Opportunity Funds and the Executive Director have a community meeting with HOB Association. Board Member Katz seconded the motion. Mr. Simon requested clarification on the discussion with the HOB Association President and public meeting with other members of the HOB Association on the pros and cons of the proposals and received confirmation the meeting was not designed to be a public input meeting with developers and the public asking questions because it is still part of an RFP/RFQ process. Mr. Simon also sought clarification for the respondents, if during the 60-day period, both respondents find zero effect or connection to an Opportunity Fund, they will both come back and that will be their report. Chair Grant noted the first time, Centennial provided 13 different options and then reduced it to 5 and the Board also received different options from Neighborhood Renaissance. They did not have any notice, after submitting the second proposal, to seek opportunity funds with guidance from the IRS, which was why they requested 60 days as they may want to research it further. Mr. Milton made a serious correction and advised when you qualify for 9% tax credits and you qualify for the local government area of opportunity, which was what they did for Ocean Breeze East, they are not subject to the distance limitations of Ocean Breeze East. If done the same way and the developer received the bigger local government contribution, they can do the family 9% tax credits without regard to proximity to the other property. There would be no requirement to make it elderly or senior housing. Board Member Katz explained if put to a decision today, absent the 60-day tabling based on evaluations and merits of the project, he would push for Centennial. He was happy to hear 9% is not diminished by the prior project they were awarded. He requested both groups do their best to come up with something regarding Opportunity Zones, because if 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 1 , 2018 he had to vote, he would vote for Centennial to seek the 9% tax credits, even with the TIF funding as the exclusive funding mechanism. The CRA invested heavily in Town Square and he had no problem at this point, subject to negotiations with CRA staff to go in for that substantial amount of money under the TIF Financing. Vice Chair Romelus commented, since it is 2 -2 Board, if there is an opportunity to bring; in money, the parties should pursue it, She was also ready to make a decision tonight and she agreed with Board Member Katz's comments in favor of CentennialShe still would like to see more opportunities for homeownership for families, but it could be addressed as they build out MLK Jr. Boulevard. Board Member McCray would not have voted for either firm without input from the HOB. Invested citizens should have a voice. Chair Grant favored Neighborhood Renaissance for its 9,200 square feet of commercial space. He commented affordable homes need work nearby and he did not want the property to be owned by someone who does not live in Boynton Beach. The retail shops and all of the apartments would be owned by someone outside and he wanted the ownership of MLK Jr., Boulevard should still remain in Boynton Beach. If it is not possible at the beginning to allow for a transition program for the property to be sold later on. Board Member Katz commented he will not support any project that is restricted to seniors. He understood about ownership opportunities but thought neither company, unless they return and state otherwise, has expressed the ability to build multi-family units/condos and sell them off. He did not know if it was feasible. Vote The motion unanimously passed. B. Social Media Outreach Program Report Renee Roberts, Social Media and Communications Specialist, announced she began in April and since then there are 53 businesses that are registered for the social media outreach program. Thirteen of the businesses were added since April and 93 businesses, in total, have been visited within the CRA District. A new component of the program is the Evaluation and Organization of the businesses into beginners, intermediate and advanced levels based on demonstrated experience with social media. She also has created training modules. She held the first group training session on July 24th. Ten businesses were registered and she assisted connecting Businesses to local blog writers and social media influencers to increase their exposure on social media. Another element is initiation of two special social media campaigns: one during Small Business Week in May, which resulted in 9,665 total reach and their Beat the Heat Boynton Beach Summer Campaign at #beattheheatbb, to promote local business during the summer and try to drive engagement on the CRA pages. 16 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 Beach and West Palm each. There are 40 to 50 Escape Rooms from West Palm each to Ft. Lauderdale. Board Member cCray commented Boynton each has team building events. Board Member Katz inquired how frequently the activities changed and learned, one activity could be sustained for a year and a half and then the scenarios would change. Mr. Trevino commented one participant was very intimidated feeling she would be trapped in a room, but after she tried it, she loved it the most. They can accommodate birthday parties and different team building activities. They are also the first Escape Room in the world to offer characters that participants can chose so all have a certain part in the game. The rooms are never locked and employees monitor cameras to ensure all are safe. Employees and participants review safety regulations before and watch a video of what scenario they will go into. Vice Chair Romelus was intrigued as she had experienced Escape Rooms before, but never with characters. Mr. Trevino advised Escape Rooms are popular in other countries and he extended invitations to the Board to participate. Board Member cCray advised he had to work that day and could not attend. Motion Board Member cCray moved to approve. Board Member Katz seconded the motion that unanimously passed. Board Member cCray wanted to ensure the Police Chief would provide a report in six months. Motion Board Member Katz moved to approve the Consent Agenda. Board Member cCray seconded the motion that unanimously passed. 12. Public Hearing ® Old Business A. Consideration of Responses to a RFPIRFQ for Redevelopment of CRA Owned Properties within the MLK, Jr Boulevard Corridor(TABLED 11/13/18) Motion Board Member Katz moved to remove from the table. Vice Chair Romelus seconded the motion that unanimously passed. 6 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 Mr. Simon explained this item was tabled at the November meeting to request the two RFP Respondents to further investigate the Opportunity Zone Program discussed by the IRS and Treasury Department. The Board had listened to presentations at the November meeting and requested a revised response be submitted that was more specific to the project and its financing options including the Opportunity Zone Program. The deadline for the responses was January 3,d. Of the two proposers, Neighborhood Renaissance was the only firm that submitted supplemental information regarding the Opportunity Zones, which was contained in the handout. Staff had to determine if either of the firms are firms the Board would like to discuss and work towards a development agreement. The members decided to hear a brief presentation from the firms. Vice Chair Romelus thought, the main thing that changed was the Opportunity Funds. She wanted the CRA attorney to elaborate more about the program, how it changes things and what opportunities it presents to the Board. Centennial Management Elizabeth Roque, Asset Manager, Centennial Management was present and introduced team members Paul Milton, Vice President Development and Acquisitions and Brian Jaffee, Finance and Acquisition Specialist. Ms. Roque explained they proposed to call the community Wells Landing; a mixed-use apartment, urban development, proposed as 124 affordable apartments having 5,000 square feet of retail, 3,250 square feet of covered open-air breezeway, 2,500 square feet of leasing office and a clubhouse for the residents. Six-foot wide pavered sidewalks and a grocery store that faced MLK Jr. Boulevard was also contained in the handout. She reviewed the integration of MLK, the history about Robert E. Wells and how MLK Jr. Boulevard was formed, including the Adams Barber Shop and the Continental Club. Centennial proposed to bring the Boulevard back to life and use urban design concepts to keep within the history including the Floribbean designed homes with front porches, metal roofs, pastel colors, and retail catering to local residents, as well as a plaque commemorating the history of Wells Avenue. The community will have an Art all as part of the Art in Public Places requirement and feature tropical architectural elements reminiscent of the turn of the century South Florida life. Residential Townhouse ownership units will be built on CRA scattered lots and are suitable for the first-time homebuyer program. The 5,000 square feet of first floor retail will consist of what the community wants. Centennial will hire local artists to create murals about the history and culture of L . The site plan showed a three-story commercial building, open-air plaza with 24 units on one side and 60 units on the other side of the breezeway. Building two will have 40 units. A conceptual drawing of Wells Landing was viewed with on-street parking and parking in the back. The members reviewed where the grocery store would be. The units will be one, two and three-bedroom units. A view of the scattered lots was reviewed. The units 7 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 will feature 15 SEER Air Conditioning units, Energy Star appliances, beautiful plumbing and lighting fixtures, hurricane-impact windows and doors, programmable thermostats and others as contained in the meeting backup. Centennial advised they want to build the community and feel they are invested as they already own property in the community and feel a connection to it. They would like to continue their work and construct Ocean Breeze and MLK Jr. Boulevard as well. Board Member Katz inquired about the infill townhouses, which are joint units. The CRA has single lots east on MLK Jr. Boulevard and they are single lots because they do not own the adjacent properties. He asked if they would build freestanding townhomes or land bank the parcels until they acquire the adjacent properties. Ms. Roque responded they would have to discuss it, but they are open to what the Board wants. Board Member cCray thanked Centennial for including an urgent care facility in the development Chair Grant reviewed the financial scenarios with the 9% housing credit, SAIL or TIF. The CRA has one opportunity to build and he would like to build as much as possible at one time so they can max out the building location. He queried if they could try to maximize the building's location noting Centennial was asking for over $13 million from the CRA. He was fine with the request, but commented if they obtained the SAIL funds and they only requested $4 million, where they could meet in the middle to get a bigger development. He reiterated, there is only one opportunity, and with the extra funding, they could acquire additional parcels, increasing the size of the development. Ms. Rogue did not think the team would be opposed to maximizing the project. Chair Grant noted they have seen Centennial's presentation multiple times and he feels they are getting a premium product. He questioned if someone is doing well and lives in affordable housing and later on their income exceeds what is allowed for affordable housing, if they had to leave and learned all have to fall within certain income categories. Once moved into the community, someone could win the lottery and not have to leave. As with townhouses, he asked if it was possible, with TIF funds to offer rent-to-own homes, as he would like to see equity in the community. Mr. Milton explained Centennial Management looked into the Opportunity Zones. They are not really introducing anything other than to let the Board know why they are not introducing anything. Brian Jaffee explained the team researched the program and he spoke to experts in the field and qualified Opportunity Fund Managers. The program is more of a tax deferral and incentive program to provide equity funding to areas such as the MLK Jr. Boulevard. It was intended to encourage equity investors and provide them with tax incentives. Opportunity Zones only provides this tax incentive to the investor, who will receive a tax deferral on their capital gains from the investment. The program does not provide any other benefits to the CRA unless the CRA has an equity partner. At this time, the team feels the best way is to follow the original funding sources as proposed. If selected as a developer, they are open to further looking into Opportunity Zones as a future funding option. 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 8, 2019 Mr. Milton spoke about the different opportunities to acquire additional lots to expand. The site plan showed two contiguous areas to the west is where they propose the 124 multi-family, tax-credit rental units. Centennial Management will discuss with the CRA the other scattered lots owned by the CRA and their possibilities. The south side of MLK has some lots they would acquire to incorporate into the site, creating a more fluent property, which will allow them to build up to 144 units. If the CRA wants more or less built, they can do so. They talked about traditional affordable housing funding, and they believe nothing beats the 9% tax credits, provides 90 cents to the dollar of eligible costs in free equity. Florida Housing Finance Corporation is still giving a very strong competitive advantage to anyone who applies within a local government area of opportunity, which the project would qualify for, and it would also allow them to build close to Ocean Breeze without penalty. Centennial believes they have a very good chance to do the same with Ocean Breeze West, as they did with Ocean Breeze East through the traditional affordable housing programs. Board member cCray noted the project would extend from NE 9th to MLK Jr. Boulevard, and from MLK to 11 th, if there are other places to build. He did not want to send the wrong message to the District 11 citizens by indicating they will take up 12th and 13th. He noted there were only two more streets to go and he did not know what to do to calm them. With the project as currently proposed, people will get nervous thinking the CRA will try to take their property. Board Member cCray commented the Board went through this before because the expansion will make some residents uncomfortable. He was already speaking for one individual. The project will expand from NE 9th to NE 11 th, then to NE 12th to NE 13th and then they have the canal. The only area they have a firm proposal for with financing options are the areas owned by the CRA as two contiguous sites; all else has not been provided in detail. Mr. Milton commented they will ensure they provide community involvement in each step of the process. Vice Chair Romelus asked if they would also include residents in hiring locally and ensuring residents get to rent the units. She wanted the residents to be involved in the process to bring equity to their own lives It was explained Centennial will offer rental units to residents and job opportunities during construction and to small local companies. Centennial will hire Merchant Strategies to help with outreach. Attorney Duhy explained the Opportunity Fund. The memo she prepared was included as attachment five in the meeting backup. The program is an asset signed into law by President Trump in 2017 to incentivize investments in certain areas such as the Heart of Boynton. If the Heart of Boynton zone was invested in, those investors would reap the benefits. The benefits are tax deferrals and some limited tax reductions if the investor holds the investment for a certain amount of time. The longer the investor holds the investment, the more the tax decreases from the deferral. By making an investment in the area, the investor would receive a deferral until 2026. It is not an opportunity from the CRA's standpoint that would benefit the CRA, but as a qualified zone, some developers may want to invest in the area and can use the program to move projects forward. 9 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 Chair Grant commented, by using capital gains, whether from stocks, bonds or a 1031 exchange, they could attract investors from around the country who have had recent gains in other types of investments to have this as a tax shelter while improving the area. Attorney Duhy explained to take advantage of some of the benefits, the investment needs to be done by December 316t of this year. Vice Chair Romelus queried if Chair Grant's objective is to help encourage ownership within the communities along MLK and asked how the Opportunity Zone would encourage that. Chair Grant understood with a tax deferral, the investor would have so much time and then the deferral amount would end after 10 years. Any increases incurred during the 11th year would be taxable. Attorney Duhy explained she is not a tax attorney, but Chair Grant's understanding was generally correct. The benefit to the CRA was groups could seek capital from capital companies across the country looking for opportunities to invest funds for a period of time. It does not impact the ownership, rather it was a financing mechanism for developers to use for a period of time, and this was an area that a capital group would look at to take advantage of the financial benefits. Vice Chair Romelus supported encouraging ownership. Chair Grant explained since the CRA has the land, the CRA can dictate the terms of the deal. Rather than those capital investors selling out to another capital investor as a management company holding the rental units, they can piece it out as a condo and have the equity opportunity in and around MILK The goal is to have affordable housing in the area. He noted after the housing tax credits end in 10 years, if the developer still owned the property, there would be no equity remaining in Boynton Beach because the developer was unlikely to live in the City. Chair Grant thought if an Opportunity Fund was used, the CRA could dictate they would like to see the rentals converted to condominiums, as opposed to selling the property and the equity leaving the community. Vice Chair Romelus noted the program was still being vetted and did not want to think 10 years out the investor would divide the property to individuals who are willing to purchase individual units. She did not know if it was feasible or realistic whether the development is funded through traditional funding sources and if it would make a difference if the development achieved the same outcome. Chair Grant commented the difference is the CRA holds the keys to the vehicle and could use the TIF monies to create ownership. After the 10 years, the CRA could give TIF for the opportunity to sell the properties to homeowners as a rent to own. His goal is to find different mechanism and he agreed, using this funding mechanism, this is the first year they have the type of investment opportunity. There are no legal precedents regarding Opportunity Funds and Zones. They have the US Code, but there is no precedence based on the tax code and there is a chance it would not happen, but he would rather have a chance as opposed to no chance at all, Vice Chair Romelus liked the idea of keeping equity in Boynton Beach, but was unsure this was the right way to do it because the program was new. Board Member McCray 10 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 agreed with Vice Chair Romelus and wanted written information, before he made a decision. Board Member Katz asked if the using of Opportunity Zones and the tax savings precluded being awarded tax credits or if they could be awarded simultaneously. If not, he thought the CRA was throwing everything they ever talked about the project out the window, by opting for Opportunity Zones or nothing. Attorney Duhy did not know, but it did not appear to be the case. She would have to consult with an attorney with special knowledge about it. Board Member Katz questioned, assuming the developer could use both traditional and the new program funding, what the timeframe was for the next round of 9% tax credits and SAIL funding. Mr. Simon explained the application deadline is usually in October/December for the 9% and the process of an award works toward February/March/April cycle, plus a protest period, which could move the award back to June. The technical term for the program was Qualified Opportunity Fund, and the $10 million was another source of equity. In this case, there is money paid to the fund, it is not $10 million flat, and the CRA does what they want for 10 years and the investor uses the benefit for the 10 years. There is an interest rate and return on the investment, in addition to whatever return and percentage they receive on their tax deferral. There is a cost for the monies. It is not only at the end of the term when they leave. As for homeownership, it would be difficult to structure ownership into an equity fund because after duration when they want their money back, to receive the gain at a zero tax implication, they will want to sell the property. No one has said they would sell $10 million worth or mortgages on a secondary market to the homeowners the loans were given. It could work on a long-term hold on an apartment rental. There is an investment to build the apartments and revenue generated from the apartments from 10 to 30 years. It would be a constant revenue stream that after 10 years, if they sold to another developer, they would receive the gain. If it sold for $20 million, then the$10 million they earned after holding the property is not taxed at the same rate the first $10 million was. It is tricky from an ownership standpoint, unless the CRA structures the agreement where a portion of the units could be held by the CRA if they funded the units in combination with other funds, or there was some type of conversion in a development agreement. It is tricky. The program was not designed for that type of opportunity. It is to match existing first mortgages with additional loan funds and it is another layer of loan, or mezzanine financing, for these projects. There is a cost and it could be twice as much as a regular loan amount. The numbers and the cash flow are very important. Board Member Katz understood something needed to be done by December 31St in order to qualify for the Opportunity Zone Incentive, but the 9% applications are due in October and they are not vetted and awarded until the new year. He thought it would be difficult to believe financing was secured or started by December 31 st when the tax credits cannot be awarded until the new year. Chair Grant understood the money has to be in the fund before the 31st, and not necessarily invested and spent. Attorney Duhy clarified the monies have to be invested in the fund. She did not know if the funds had to be earmarked 11 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 for a project or if there would have to be movement on the ground. She will make a note to obtain the answers to the questions. Mr. Simon explained the Treasury has not decided that there is a term, called a project, which would allow the Board to identify the project. The fund would identify the project. All of the investment fund managers are asking the Treasury and IRS to say, it is unrealistic to get money into the fund and build it by the deadline. He questioned what other terminology could be created for an identified project, which was a term that was thrown around in the Opportunity Zone language so the Board could have 30 months after identification in order to complete the project. The general population of development and funding recognizes the deadlines put in place, in theory of the Opportunity Zone writing, results in losing a year of the 10-year period, so investors would not receive the full 10 years of deferral. The initiative is ongoing and constantly changing until the law goes into effect. Mr. Simon explained with regard to the 9% tax credit program, when Centennial was awarded the 9% tax credits, 100% of the funding was made through the 9% credits. An Opportunity Zone fund would not be used in a 9% fully-funded project. They would use it for another type of project. If SAIL or some other award required equity, and the CRA could afford to pay the equity back to the fund at 7%, 8% or 10%, then Opportunity Zones could be used in combination as another source of equity. He was fairly sure there was discussion how to tier those funds together, Neighborhood Renaissance Michael Pecar was present with Executive Director, Terri Murray and Project Manager Carlos Toledo and wished all a Happy New Year. Mr. Pecar explained they have been in the Community Development business since 1992, and their mission is to develop sustainable and diverse communities to accommodate all income levels. They are working with the Boynton each Faith Based CDC for local hiring, training and community outreach initiatives. The project was a holistic approach on MLK Jr. Boulevard using Mostly CR A pareelS. MA Irl U IL -uilding was a They proposed a 100-unit rental community. One LU I I retail development. The southern property would require acquisition of the Larann parcels and possibly the DJ Management parcel. They planned for 100 to 150 units within the two parcels; all of them rental and not age restricted, and the funding mechanism restrictions will determine whether there would be income restrictions as it pertained to mixed- income. The development would include a business and fitness center, and a community room open for use by outside residents. The fitness center could also offer inexpensive memberships for people in the community to use. An area of MLK Jr. Boulevard was viewed, which was originally planned for some retail, but if awarded, they would have several more community meetings to receive greater input. The retail plaza could be rezoned and be mixed use having more residential apartments with six to 10 attached rental townhomes and two single-family homes. The townhomes and single-family homes would be for sale. The apartment layout reflected a four-story building with an elevator, dog park and possibly a clubhouse and pool. The retail plaza had two phases 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 8, 2019 8� — and consisted of a 4,600 square foot retail. The plaza would be landscaped and have some hardscapes and perhaps furniture, which could be used as an active space for farmer's markets, community events, entertainment and art shows. Images of the retail phase I was viewed featuring wide sidewalks for outdoor merchandising, seating and for restaurants. Neighborhood Renaissance proposed a package of community benefits and want to fulfill the program and have job fairs, letting the local community know there will be a construction project and employees will be needed to operate the apartment and rental community. New hires would be local through a Section 3 type program and they would request the general contractor use local vendors. He noted Boynton Beach has a lot of construction trades that employ a lot of local people. For the retail/commercial area, the input they received from the community was there needs to be outreach to local entrepreneurs to open a business on MLK, which Renaissance was amenable to as they want to provide affordable rents a startup business can afford. They are trying to find local businesses who live and work in the Heart of Boynton. Mr. Pecar commented most investments to date are private investors who sold something, targeted a specific investment and they build it on their own. Neighborhood Renaissance works with pooled funds, which have the triple bottom line of a return on and of investment while providing a community benefit. These entities would be the National Economic Council and Enterprise Florida who form the funds and they are waiting until this month for the final regulations. The pooled funds will also accept a lower return on investment because they are charitable. Even the CRA and Neighborhood Renaissance have projects, even when not subsidized, try to provide a product that is attainable for working families. They all affect the bottom line and the challenge is to find an investor who will take a six or five percent return over 10 years. The National Equity Fund has looked at their project and thinks it would support a $10 million investment and they have a letter of interest from them. The fund investors will put in up to 10% to 20% of the total development costs as equity, and Neighborhood Renaissance will put in a percentage of their own equity. Conversely, the equity that the Opportunity Fund will invest in, would require getting a first mortgage and another secondary financing if needed as they seek returns of about 10%, which are payments during the term they hold the investment and on exit. They think there could be a $10 million investment on MLK in the apartment complex, but the caveat is without CRA assistance, and their projections do not include paying for the CRA land, the rents will be $200 to $300 higher than what their market study currently showed. The plan includes 20 one-bedroom units of which 10 are market rate and 10 are for those at 80% of the area median income or less. The 60 two-bedroom units will be offered for the same market. For the 20 three-bedroom, two bath units, half are market rate and the other 10 are 80% of the area median income. Twenty percent are for the low and moderate-income workforce. Their total development cost of 100 units is $26,000,830 and they are open to deed restrictions. Mr. Pecar explained they can use Opportunity Zones with the 4%, but then a 50-year restriction from the Florida Housing Finance 13 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 Corporation applies. With the 9% tax credits, they would not need to see Opportunity Zone funds. Board Member cCray asked about neighborhood meetings and learned Neighborhood Renaissance had one meeting so far. Terry Murray, Executive Director had a meeting at the Hester Center and had a sign in sheet. About 10 people showed up in addition to the Boynton each Faith as CDC. Board member cCray requested a copy of the sign- in sheet as people that attended may not live in District 11 and 10 individuals cannot speak for the entire district. He also commented he was not notified, but learned Neighborhood Renaissance did not notify the Commission because of the cone of silence. Ms. Murray will provide him with a copy of the sign-in sheet. They tried to coordinate the meeting through the Coalition of Clergy and the Heart of Boynton Neighborhood Association. Chair Grant noticed the difference between the two proposals was the increased retail/ commercial space. He noted MILK Jr. Boulevard was a historical commercial district in the community, which he supported. The data Neighborhood Renaissance provided affordable senior rental, however, it would be for individuals of all ages. Mr. ecar explained if the local contribution is high enough, and because of Ocean Breeze East, the development did not have to be for the aged. Carlos Toledo explained the local government contribution area of opportunity preference is 2.5 times the total development cost which was estimated to be around $600,000 to $700,000 in total. The IVILK Jr line item would cover that amount. Chair Grant asked about the homeownership equity aspects, and if Neighborhood Renaissance would coordinate and contract with the CRA after a certain period of time for some units to be converted to condo. The CRA can offer TIF generated by the homeowners living in the units. Chair Grant would like to see if the developer is amenable to have TIF have one property open for sale at an affordable rate. Mr. ecar responded it is an exit option, but depending on the sources of funds it may or not work and it is not known what the market will be like in 10 or 15 years. It could be added to a development agreement or be a deed restriction. Chair Grant was fairly certain affordable or workforce housing will always be doing well. Chair Grant opened the floor to public comments with a three-minute limit. Susan Oyer, 140 SE 27th Way, noted the Centennial floor plans show washer and dryer connections, but no appliances and learned the rental units will have appliances. Her other concern was having a four-story building next to one-story homes. Height was an issue for her as those in the apartments can see into nearby homes. She understood the area was rezoned R-4 for the project, but did not think it was appropriate. She understood density was needed, but there was no compatibility. Ms. Oyer thought the Neighborhood Renaissance design was bland and she did not see solar or green space components on the rooftop. She favored the Centennial design. 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida January 8, 2019 §ffxXM5MENE� "Tory," 407 NE 17th Avenue, met with Neighborhood Renaissance at the Carolyn Sims Center in District 11 and explained they did not hear anything about the meeting until the Coalition of Clergy publicized it. The Coalition had a great meeting, but he noted the people speaking for Boynton are not from Boynton. He did not understand how there was a meeting without notification. He is an activist in the community, speaking for individuals that earn $24,000 or less. He questioned how can they pay $2,000 a month rent when they barely make $22,000 a year. Minister Bernard Wright explained he has been living in the City for 66 years and advised Robert E. Wells was a pioneer. He commented they need entertainment and he was aware of the meetings. He liked Wells Landings and commented Wells Avenue was always three stories with retail. He was inspired about the Centennial project as Centennial was honoring what the residents want constructed. Ms. Rogue, Centennial Management, explained they have been in Boynton Beach for many years. They are proud to be part of the community and want to give back to the community. They are proud to hold job fairs so people in the community can open stores. They have washers and dryers in all units. They tried to reach out and will work with the community to find out what they and the Board wants. Michael ecar, Neighborhood Renaissance, apologized to anyone that did not know about the meeting that was held. If they develop the project, they would hold several more meetings. It is one thing knowing what the community wants and how to get local businesses on the street. They also want buy in from the Heart of Boynton and other residents. The businesses will not be all chain stores and he suggested including that 25% of the businesses in the development will be from local residents. Board Member Katz thanked both firms for the presentation and felt Centennial's objective was superior. Subjectively, he felt Centennial's project was closer to the target. The Board has worked with both firms; Centennial Management with Ocean Breeze East, and Neighborhood Renaissance for the Cottage District. He thought Centennial had a better proposal. As for Opportunity Zones, he appreciated Chair Grant raising the issue and thought they need to delve into it when they have more information and can apply it to a project. If they continue to engage the community, they can tweak the plan. There was no rush to break ground because of funding timelines. He looked forward to them being awarded the project and hoped Neighborhood Renaissance would continue putting their product forward because they have a good product. Board Member McCray asked how many people showed up to the Centennial meeting and learned they had 20 - 30 people including police officers and they got great feedback. Board Member McCray wanted a copy of their sign in sheet also. He liked Centennial's presentation and thought Neighborhood Renaissance's presentation was bland. Nothing had caught his attention. Vice Chair Romelus supported Centennial's presentation. 15 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida January 8, 2019 Board Member Kelley appreciated the firms making presentations and agreed with Board Member Katz's comments about competition from two good companies. She was more impressed with the Centennial project. She liked the look of it, funding and what they would offer. Chair Grant thanked Neighborhood Renaissance for their research on Opportunity Zone funds. Centennial made a good presentation. They will have many community meetings and explore ownership and equity opportunities in the future. Motion Board Member cCray moved to authorize the project to Centennial and they continue have community meetings and to move into negotiations with Centennial. Board Member Katz seconded the motion that unanimously passed. Board Member Katz suggested, due to all of the pending changes in the community and concerns about stereotypes and gentrification and moving people out, a serious discussion about what the CRA could legally do to provide educational and job training grants to the neighborhood. Gentrification occurs with new construction and the existing population there does not have an income commensurate with affording the new units and would be forced out with rents, increased taxes and property values. He noted the CRA has different grants. He thought the CRA needed a plan that revolved around providing educational grants for low-income residents in the CRA District; otherwise, the investment will lead to a negative stereotype and gentrification. He did not want residents displaced. He wanted Legal and the Director to research available resources and other CRA assistance. Board Member cCray agreed the CRA needed a retreat offsite to discuss the matter further. B. The CRA's Cottage District Infill Housing Project Update Mr. Simon explained information was contained in the agenda item. The CRA met with the City, or CRA staff and the Neighborhood Renaissance team since September when the award was given for the Cottage District. At each meeting, the site plan is discussed as are the overall elements of the project and various concepts. At each meeting, another aspect of utilities and underground capabilities of the City's infrastructure is brought up. Mr. Simon explained they are making great progress, noting it is a very big project. It may not be as expensive as the 500 Ocean project was, but it is almost more complicated. He requested the Board allow him and staff to continue to work with Neighborhood Renaissance. Information is constantly forthcoming. They just met last week with Public Works, Utilities and City staff and flushed out a lot of issues. They need a little more time to bring back a presentation. 16 r ,- bN�rl rfJ Di ea a ls, rA,s[le�pN y< r d . } i C � z ,r t 1�`" 7rrfl 14 N s r ry r G �t3r �'•� Gya�iO " rS � ff r yy r n s c r �, 1 a A MY�t.'k kk. dP �- LM1•. Shy - �t ? I! a t � g 2 a z> d, APPRAISAL REPORT RESIDENTIAL PROPERTY 321 EAST MARTIN LUTHER KING,JR.BOULEVARD BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue Boynton Beach, FL 33435 April 1, 2022 Vance Real Estate Service sf, April 1,2022 Boynton Beach Community Redevelopment Agency � �`�`}�' 100 E. Ocean Avenue , Boynton Beach, FL 33435 i i RE: One user residence, 321 E Martin Luther King,Jr. Boulevard, Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of April 1, 2022. The report sets forth our value conclusion, along with data and reasoning supporting our opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2022). This report is for exclusive use of the client for possible acquisition of the appraised property. ! Jesse B. Vance, Jr. and Claudia Vance visited the exterior of the property. If you have questions or further needs,please contact the undersigned. As a result of our analyses, we have developed the following opinion of the market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. TWO HUNDRED TEN THOUSAND DOLLARS $210,000 I (THIS LETTER MUST REMAINATTACHED TO THE REPORT WTH SEVENTY-SEVEN(77)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- TABLE OF CONTENTS Pate Number Title Page i Letter of Transmittal ii Table of Contents iii INTRODUCTION 4 P otograp s o Subject t e Property 5 1-3-5 Mile Location Map 9 1-3-5 Mile Demographic Statistics 10 Summary of Important Facts and Conclusions 12 DESCRIPTIONS ANALYSES & CONCLUSIONS 14 I entity of Client and Intended User 15 Intended Use 15 Identification of Real Estate Appraised 15 Ownership 15 Property Address 15 Legal Description 15 Real Estate Tax Analysis 16 Flood zone 16 Market Area Description 17 Zoning 23 Site Description 24 Improvement Description 25 Real Property Interest Appraised 26 Appraisal Purpose and Definition of Market Value 26 Effective Dates of the Appraisal and Report 27 Scope of the Work 27 Summary of Information Considered 28 Property History 29 Highest and Best Use 29 SALES COMPARISON APPROACH 33 Improved Sales es map 34 Improved Sales documentation 35 Improved Sales Comparison & Adjustment Chart 45 Valuation by the Sales Comparison Approach 46 FINAL VALUE OPINION 49 Certification and Limiting Conditions 50 ADDENDA 52 Subject Acquiring Deed 53 Flood zone determination 54 Building sketch 55 Wells Landing site plans 56 Residential zoning information 57 USPAP Standards Rule 2-2a 65 Qualifications of the Appraisers 67 INTRODUCTION u III ly' c b i tiiu a n South elevation of the appraised residence z - r West elevation of the appraised house Photos of the Appraised Property 5 - 1 East elevation of the appraised house I � r i if tFl. Looking west along E Martin Luther King, Jr. Blvd I� u� A 2� Looking east along E Martin Luther King, Jr. Blvd Photos of the Appraised Property 6 {� n t It Y f W 7 L a,� X49 a t N �S t 4 t m — � Ek' r ` A 6 ky � V All 00 z W t f, e . s . _ H x. 12 t t v+�Ei7 f k�.�V. h Morida caraans i � T sown��ia, m � I� n�uexw LSkEz ` sayn�r�i-❑�,eaa ��' ddit rpva ratll 4+d+.. c rx Vmlley Cts t'Club, r; Bfi14�fJ l f � � ,.J fit. Hriny Fra ��F r s Qrl. ee _Ep' a nr 1-3-5 MILE RADII FROM SUBJECT REAL PROPERTY 321 E. Martin Luther King Blvd. Boynton Beach, Florida 9 • Gesn" . 321 Martin Luther King 3r Blvd, Boynton Beach, Florida, Prepared by Esri Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Population 2000 Population 12,736 71,225 157,430 2010 Population 13,037 80,479 175,912 2021 Population 14,744 89,974 193,871 2026 Population 16,102 96,529 205,664 2000-2010 Annual Rate 0.23% 1.23% 1.12% 2010-2021 Annual Rate 1.10% 1.00% 0.87% 2021-2026 Annual Rate 1.78% 1.42% 1.19% 2021 Male Population 49.1% 47.9% 47.9% 2021 Female Population 50.9% 52.1% 52.1% 2021 Median Age 42.2 44.2 46.8 In the identified area, the current year population is 193,871. In 2010, the Census count in the area was 175,912. The rate of change since 2010 was 0.87% annually.The five-year projection for the population in the area is 205,664 representing a change of 1.19% annually from 2021 to 2026. Currently, the population is 47.9% male and 52.1%female. Median Age The median age in this area is 42.2, compared to U.S. median age of 38.5. Race and!Ethnicity 2021 White Alone 36.2% 59.0% 63.8% 2021 Black Alone 56.9% 31.5% 26.0% 2021 American Indian/Alaska Native Alone 0.5% 0.3% 0.5% 2021 Asian Alone 0.9% 2.1% 2.4% 2021 Pacific Islander Alone 0.0% 0.0% 0.0% 2021 Other Race 3.0% 4.0% 4.5% 2021 Two or More Races 2.5% 3.0% 2.9% 2021 Hispanic Origin (Any Race) 13.0% 19.2% 20.5% Persons of Hispanic origin represent 20.5% of the population in the identified area compared to 18.9% of the U.S. population. Persons of Hispanic Origin may be of any race.The Diversity Index, which measures the probability that two people from the same area will be from different race/ethnic groups, is 68.0 in the identified area, compared to 65.4 for the U.S. as a whole. Households 2021 Wealth Index 71 85 104 2000 Households 4,697 30,913 68,634 2010 Households 4,891 34,186 75,185 2021 Total Households 5,638 38,237 82,384 2026 Total Households 6,247 41,106 87,325 2000-2010 Annual Rate 0.41% 1.01% 0.92% 2010-2021 Annual Rate 1.27% 1.00% 0.82% 2021-2026 Annual Rate 2.07% 1.46% 1.17% 2021 Average Household Size 2.58 2.32 2.33 The household count in this area has changed from 75,185 in 2010 to 82,384 in the current year, a change of 0.82% annually. The five-year projection of households is 87,325, a change of 1.17% annually from the current year total. Average household size is currently 2.33, compared to 2.31 in the year 2010.The number of families in the current year is 47,457 in the specified area. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2021 and 2026. Esri converted Census 2000 data into 2010 geography. April 09, 2022 10 • Gesn" . 321 Martin Luther King 3r Blvd, Boynton Beach, Florida, Prepared by Esri Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Mortgage';Income 2021 Percent of Income for Mortgage 26.1% 19.5% 20.1% Median Household Income 2021 Median Household Income $46,514 $57,468 $59,768 2026 Median Household Income $52,231 $64,552 $68,429 2021-2026 Annual Rate 2.35% 2.35% 2.74% Average Household Income 2021 Average Household Income $70,790 $80,911 $87,158 2026 Average Household Income $81,269 $92,578 $99,737 2021-2026 Annual Rate 2.80% 2.73% 2.73% Per Capita Income 2021 Per Capita Income $26,899 $34,529 $37,125 2026 Per Capita Income $31,216 $39,579 $42,445 2021-2026 Annual Rate 3.02% 2.77% 2.71% Households by Income Current median household income is$59,768 in the area, compared to $64,730 for all U.S. households. Median household income is projected to be $68,429 in five years, compared to $72,932 for all U.S. households Current average household income is$87,158 in this area, compared to $90,054 for all U.S. households. Average household income is projected to be $99,737 in five years, compared to $103,679 for all U.S. households Current per capita income is $37,125 in the area, compared to the U.S. per capita income of$34,136. The per capita income is projected to be $42,445 in five years, compared to $39,378 for all U.S. households Housing 2021 Housing Affordability Index 91 117 114 2000 Total Housing Units 5,696 36,893 81,933 2000 Owner Occupied Housing Units 3,130 22,369 51,412 2000 Renter Occupied Housing Units 1,567 8,545 17,222 2000 Vacant Housing Units 999 5,979 13,299 2010 Total Housing Units 6,390 43,263 94,158 2010 Owner Occupied Housing Units 2,926 22,132 52,333 2010 Renter Occupied Housing Units 1,965 12,054 22,852 2010 Vacant Housing Units 1,499 9,077 18,973 2021 Total Housing Units 7,183 47,110 100,726 2021 Owner Occupied Housing Units 3,189 22,524 53,382 2021 Renter Occupied Housing Units 2,449 15,714 29,003 2021 Vacant Housing Units 1,545 8,873 18,342 2026 Total Housing Units 7,813 50,178 105,924 2026 Owner Occupied Housing Units 3,383 23,735 55,984 2026 Renter Occupied Housing Units 2,864 17,371 31,341 2026 Vacant Housing Units 1,566 9,072 18,599 Currently, 53.0% of the 100,726 housing units in the area are owner occupied; 28.8%, renter occupied; and 18.2% are vacant. Currently, in the U.S., 57.3% of the housing units in the area are owner occupied; 31.2% are renter occupied; and 11.5% are vacant. In 2010, there were 94,158 housing units in the area - 55.6% owner occupied, 24.3% renter occupied, and 20.2% vacant. The annual rate of change in housing units since 2010 is 3.04%. Median home value in the area is$285,797, compared to a median home value of$264,021 for the U.S. In five years, median value is projected to change by 2.57% annually to$324,535. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2021 and 2026. Esri converted Census 2000 data into 2010 geography. April 09, 2022 11 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: Single user residence 321 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 OWNERSHIP: Kenneth Clayton 321 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 LAND AREA: 7,000 square feet IMPROVEMENTS: Single user residence containing 1,048 square feet of enclosed building area, constructed in 1991. According to the Palm Beach County Property Appraiser's records, there are two bedrooms and one bathroom, and no enclosed car storage structure. The appraisers did not view the interior of the house. CURRENT ZONING: "R-2", Single and Two-family Residential District in the city of Boynton Beach LAND USE: McDR, Medium Density Residential POTENTIAL FUTURE ZONING: "MU-L1", Mixed Use Low Intensity, 20 dwelling units per acre, in the city of Boynton Beach. Minimum lot size is 0.50 of an acre or 21,780 square feet. POTENTIAL FUTURE LAND USE: "MU-L1", Mixed Use Low Intensity 1, in the city of Boynton Beach APPRAISAL PURPOSE: To develop an opinion of market value INTEREST APPRAISED: Fee simple CURRENT USE: Single user residence HIGHEST AND BEST USE: As vacant: Single user residence Future: Assemblage with adjacent lots for attached dwellings with a density of up to 20 dwelling units per acre As improved: Single user residence (Continued) 12 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS (Continued) VALUE BY THE SALES COMPARISON APPROACH: TWO HUNDRED TEN THOUSAND DOLLARS 210 000 VALUATION DATE: April 1, 2022 Exposure Time: 3-6 months prior to selling at the appraised value. Marketing Time: 3 months immediately following the effective date of appraisal during which time the subject property should sell at the appraised value. EXTRAORDINARY ASSUMPTION: The appraisers did not view the interior of the appraised property. The opinion of value is developed under the extraordinary assumption that the condition of the interior of the building is in average condition. Allocation of the Subject Property Value for Audit Purposes: The value of the land is based on recent sales of similar parcels. Documentation is in the appraisers' file. Depreciated improvement value is the residual portion of the total value. Land Value: $ 86,000 Depreciated Improvement Value: $124,000 Total Property Value: $210,000 13 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2020 - 2022) 2-2(a)(i) State the identity of the client; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)(ii) State the identity of any other intended users by name or type; None 2-2(a)(iii) State the intended use of the appraisal; The intended use of the appraisal is for possible acquisition of the appraised property. 2-2(a)(iv) Contain information, documentation, and/or exhibits sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; Owner: Kenneth Clayton 321 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 Property Address: 321 East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 Legal Description: Lot 15, Block 1, E. ROBERT'S ADDITION TO BOYNTON, Plat Book 1, page 123, Palm Beach County, FL, less the south 10 feet for road right- of-way 15 APPRAISAL REPORT (continued) Census Tract No. 61 Real Estate Tax: Parcel Control Number: 08 43 45 2127 0010150 Land Value: $ 48,000 Improvement Value: 89,372 Total Value: $137,372 Assessed Value: $ 45,725 Exemption Amount: 25,000 Taxable Value: $ 20,725 Ad Valorem Tax: $ 440 Non Ad Valorem Tax: $ 298 Total Tax: $ 738 There is a homestead exemption for this property. Real estate tax for 2020 was paid, with no outstanding tax for previous years. The property has not sold for many years; therefore, the Palm Beach County Property Appraiser has not re-valued the property for tax purposes. A property with a homestead exemption has a cap on value increases of 3% per year; hence, the county market value is less than the current appraised value based on current sales in the area. Properties are assessed in arrears by the county property appraiser. The tax bill is issued in November and a 4% discount is given to a tax payer if the amount is paid in November. The discount diminishes until March, when the tax is due and payable. Flood Zone: Zone "X", according to Map Number 12099C0791F. Zone "X" is not in a Special Flood Hazard Area. FEMA flood zone map for the valued property is in the Addenda. 16 APPRAISAL REPORT Market Area Description: Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern-central Palm Beach County. Population of the city is about 79,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Those few which were constructed in the early 1920s that are still in use have had repairs and replacements over the decades changing their historical significance. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the town as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. Freight trains still run through the subject market area on the FEC tracts. Higher speed, passenger Brightline train runs along the FEC tract, but does not stop in Boynton Beach. There are three depots with one in downtown Miami, one in downtown Fort Lauderdale and the third in downtown West Palm Beach. Boca Raton, Palm Beach County, and Aventura and the Port of Miami, Miami-Dade County will be the next depots. In the future, there may be commuter rail service along the FEC tracks with a station in downtown Boynton Beach; however, no plans have been announced. The immediate subject market area is one of the districts in the CRA known as the Heart of Boynton (HOB), containing 380 acres. 17 APPRAISAL REPORT This area is the historic, older part of the CRA, with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. The CRA has concentrated funds and effort into revitalizing the area with new housing options and upgraded streetscapes. The CRA has purchased numerous smaller properties to assemble larger sites for redevelopment of mixed use projects. To the east of the FEC Railroad is U S Highway 1, also known as Federal Highway, the main north-south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Heavily trafficked Federal Highway is a catalyst to redevelopment of the general market area, with over 2,300 residential dwelling units in five projects either built or planned. Highway beautification projects enhanced the aesthetics of the market area. Individual properties on the east and west side of the highway have shallow depths, inhibiting redevelopment of the sites with larger commercial projects. Assemblages of adjacent properties and rezoning to mixed use will continue to facilitate revitalization of the subject market area. Seacrest Boulevard is a main north-south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east-west thoroughfare through the Heart of Boynton. The subject market area is easily accessible by main roads and Interstate 95. Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi-family dwellings, a few apartment buildings and places of worship. As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid-twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Projects completed in the Heart of Boynton are: • Seacrest Boulevard Streetscape • Carolyn Sims Center 18 APPRAISAL REPORT • Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard and on NW 11 Avenue, west of Seacrest Boulevard Projects in progress are: • Higher density residential buildings and commercial buildings on Martin Luther King, Jr. Boulevard • Redevelopment of the Public Works site • Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad • Enhancements to Sara Sims Park including landscaping, pavilions, picnic facilities, lighting and security. Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2021 in the one-mile radius is $46,514 for three miles it is $57,468, and $59,768 for the five mile circle. The median household income for Palm Beach County is $63,300. In the one-mile circle, population is 14,744. In three miles, population increases to 89,974; at five miles, it is 193,871. However, about one-third of the three and five mile circles are over the Atlantic Ocean and waterways. Annual growth rate is anticipated to be 1.19% to 1.78% in the three circles during the next five years as the economy and job market are strong in South Florida, and new multi-family residential complexes are completed. 53% of the housing units are owner occupied, with 29% rented. The percentage of renters is higher in this market because many of the single family houses are owned by investors who purchased them to lease after the economic crash in 2008. Vacancy is reported to be 18%; however, this rate seems higher than actual due to some residents being seasonal and being missed in the count. Median home value in the five-mile area is $285,797 including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of$264,021 in the United States. 19 APPRAISAL REPORT Economic Trends In South Florida, as in the rest of the United States, real estate prices climbed from 2003-2006. In 2007-2008, concerns were expressed about an unsustainable upward price trend in the market. Then, the economic collapse came in fall of 2008 along with the crash in real estate prices. In 2009, there were very few sales of any type of real estate. By 2010, it appeared that the worst was over. Cash buyers started making purchases. From 2013 to present, sales activity and prices recuperated. The upswing in prices is due in part to scarcity of developable land, especially in the eastern part of the county. Properties are back to pre-crash prices. The life cycle stage of the market area is revitalization, a period of renewal, modernization, and increasing demand. The catalyst of the revitalization was 500 Ocean fronting Federal Highway, consisting of 341 residential units, 20,000 square feet of retail space and 6,000 square feet of office. Several other mixed-use projects are planned along Federal Highway. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel rooms, and 439 parking spaces. Davis Camalier recently sold the land to Hyperion Group, with the buyer taking over the construction of the project. Boynton Beach Community Redevelopment Agency (CRA) accepted the proposal from Affiliated Development from five submissions to build a mixed-use project at 115 North Federal Highway. The CRA had purchased the property when improved with a church and subsequently demolished it. The size of the land offered by the CRA is 2.28 acres, including parking lots and the recent purchase of 508 East Boynton Beach Boulevard. There are other surrounding privately owned parcels around the project which could be purchased for enlargement of the redevelopment site. Details of the land purchase by Affiliated Development are to be finalized. The proposed project will be called the Pierce, for the legendary Barefoot Mailman, Charlie Pierce. Project size will be 236 apartments, 16,800 square feet of restaurant, retail and office, and 600 space parking garage. Boynton Beach CRA will purchase the property at 511-529 East Ocean Avenue where Hurricane Alley Raw Bar & Restaurant is located. This property consists of three buildings on a site of 17,903 square feet. Future plans for the property have not been revealed. It is in the block to the south of 115 North Federal Highway where the Pierce will be constructed. 20 APPRAISAL REPORT Town Square, a major redevelopment project to the west of Federal Highway covers three blocks from the south side of Boynton Beach Boulevard south to SE 2 Avenue, encompassing 16.5 acres of land. The north section covers the area of the old city hall and police station which were demolished and removed. The project is planned for the construction of the following: • North parcel — 225 residential units, 120 hotel rooms, 65,000 square feet of office/ retail space and 927 space parking garage • Middle parcel—200 residential units, 18,887 square feet of retail space • South parcel — 280 residential units, 820 space parking garage, 4,000 public space As of the writing of this report, there are no structures on the north parcel fronting Boynton Beach Boulevard. The existing structure is on the middle parcel; however, there is no new building on the east side. The new city hall is completed on the west side of the south parcel, along with an outside venue; although, there are no residential units or parking garage. Reportedly, the cause of the construction delay is a dispute about the parking garages. To the east of the north parcel is the new Boynton Beach Rescue Services building. In the Heart of Boynton CRA district, Ocean Breeze East is completed at 700 North Seacrest Boulevard. The development is an affordable apartment project containing 123 units, retail space, clubhouse and swimming pool. The project came about by the Boynton Beach Community Redevelopment Agency selling the land and the Florida Housing Finance Corporation and TD Bank providing the financing. Wells Landing in the Heart of Boynton CRA district recently began construction on apartments and retail buildings fronting the north and south sides of East Martin Luther King, Jr. Boulevard, east of Seacrest Boulevard. Site plan of the project is in the Addenda. There will be 124 residential units, 8,530 square feet of commercial space and 218 surface parking spaces. Part of the land was transferred from the Boynton Beach CRA to Wells Landing Apartments, LLC. Wells Landing purchased four parcels from a private property owner to complete the site for the new project. Funding for the project was awarded to the property owner from the Florida Housing Finance Corporation. Wells Landing is anticipated to bring about more development along MLK Boulevard and surrounding avenues. 21 APPRAISAL REPORT At the southeast corner of Seacrest Boulevard and East Martin Luther King, Jr. Boulevard, the store was purchased and will open as Dollar Tree. The section of the Heart of Boynton (HOB) known as the Cottage District from NE 4 Avenue to NE 5 Avenue, between Seacrest Boulevard and NE 1 Street will be offered for construction of a housing project in keeping with the plan to revitalize the HOB. Parcel size is 4.6513 acres, comprised of smaller lots acquired over many years to assemble a large tract of land for a transformation of a substantial part of the area. Probable improvement will be 45 for-sale dwelling units. Conclusion The town's redevelopment goal is to transform Boynton Beach from a retirement community to a vibrant city where residents can enjoy living and working in an attractive setting. Boynton Beach Community Redevelopment Agency is instrumental in the renaissance of the city. The immediate subject market area of the Heart of Boynton (HOB) has the components of an appealing neighborhood with schools, parks and recreation. HOB is easily accessible by main roads and Interstate 95. Goods and services are nearby on Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, Heart of Boynton Community Redevelopment Plan can continue to succeed in revitalizing the area. The transformation of the area is in progress. Development of real estate takes time and the right market conditions which have been positive. Upward price trend for property in the subject market area should continue as the economy remains strong. Platting: The appraised land is one lot in an old plat, recorded prior to the effective date of current zoning regulations. Land Use: Current land use is McDR, Medium Density Residential, maximum density 9.58 dwelling units per acre. 22 APPRAISAL REPORT Potential Future Land Use: "MU-L1", Mixed Use Low Intensity, 20 dwelling units per acre Zoning: "R-2", Single and Two-family Residential District with the purpose to implement the medium density residential future land use map classification of the comprehensive plan. The intent of the district is to stabilize and protect existing residential neighborhoods with density no greater than 10 dwelling units per acre, and allow limited types of non-residential uses. Minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. There is a provision for a site with two lots platted prior to the enacting of the current zoning regulation to be improved with a duplex. Single family dwellings shall be constructed on lots that are no less than 6,000 square feet with a width of at least 60 feet and follow the building and site regulations of the "R-1", Single Family District. Potential Future Zoning: "MU-1", Mixed Use Low Intensity, 20 units per acre. Minimum lot area for "MU-1" is 0.50 of an acre or 21,780 square feet. An excerpt from the zoning ordinance is in the Addenda. Permitted residential uses in mixed use districts include two- family dwellings, multi-family dwellings, mixed use, live-work units, and townhouses. Single family residential is not permitted. Commercial uses are only permitted on arterials and collector roads. Sites on local roads would be restricted to residential uses. City officials make the determination of allowed uses and permitted density of sites. 23 APPRAISAL REPORT Note: There is no planned land use or zoning changes for the appraised property at this time. The possibility of a change stems from the proximity of the subject to the Wells Landing project to the west of it on Martin Luther King, Jr. Boulevard (NE 10 Avenue). As Wells Landing gains market acceptance, private developers may purchase land nearby to construct similar or smaller projects. Site Description: The shape of the site is a rectangular. Approximate dimensions are from the original plat; size is from the Palm Beach County tax roll. N boundary on adjacent public property strip:50 feet East boundary on adjacent property: 140 feet South boundary NE 10 Avenue (MLK Blvd):50 feet West boundary on adjacent property: 140 feet Land size is 7,000 square feet Utilities: All utilities are available to the site. Access: The site is accessible via Martin Luther King, Jr. Boulevard (NE 10 Avenue), an east-west thoroughfare through the Heart of Boynton district. There are two travel lanes plus on-street parking, sidewalks, and streetlights. NE 10 Avenue intersects with Seacrest Boulevard to the west and US Highway 1 to the east. Easements: Easements are not noted on the original plat. If they exist, utility easements would be most probably around the perimeter of the lot. Encroachments: There is no sketch of survey to review to note if there are encroachments. 24 APPRAISAL REPORT Improvement Description: The appraisers did not view the interior of the house. The property is appraised under the extraordinary assumption that the condition of the interior of the building is in average condition. The appraised improvement is a one-story, single user residence containing 1,048 square feet of enclosed area, constructed in 1991. Building sketch is in the Addenda. The interior space is divided into the following areas: living room, dining area, kitchen, two bedrooms, one bathroom and laundry area. There is no enclosed car storage. Building details: Foundation: Reinforced slab on concrete spread footers Exterior Walls: Concrete block with concrete columns and tie beams; exterior finish is vinyl siding Floors: Carpet or vinyl flooring over smooth concrete Interior Walls: Drywall over metal studs Roof System: Wood trusses to form a gable roof, covered with insulation and plywood, finished with asphalt/ composition material Windows & doors: Aluminum awning windows HVAC: Central unit Site Improvements: Asphaltic paving for car storage, chain link fence and gate, shrubs and sod Parking: Two parking spaces are required for a single family residence. The driveway can accommodate two parking spaces. 25 APPRAISAL REPORT Environmental Assessment: No assessment was available for review 2-2(a) (v) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 2-2(a)(vi) State the type and definition of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of April 1, 2022. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories as follows. 1. the relationship,knowledge, and motivation of the parties(i.e.,seller and buyer); 2. the terms of sale(e.g.,cash,cash equivalent,or other terms);and 3. the conditions of sale(e.g., exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. Market value means 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 as follows. 1. buyer and seller are tvpically motivated 2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 26 APPRAISAL REPORT 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. 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. * This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform,Recovery, and Enforcement Act(FIRREA)of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration(NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994,and in the Interagency Appraisal and Evaluation Guidelines,dated December,2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & Light Co., v. Jennin,%,Ys, 518 So.2d 895 (Fla. 1987)] 2-2(a)(vii) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: April 1, 2022 B) Date of the Report: April 1, 2022 2-2(a)(viii) Summarize the scope of work used to develop the appraisal; The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraisers visited the exterior of the property and photographed it. An investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting improved sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including multiple listing service, Palm Beach County Property Appraiser's records, the public records, and data from the appraisers' plant. 27 APPRAISAL REPORT 2-2(a)(ix) Summarize the extent of any significant real property appraisal assistance; The two signatory appraisers are the only people involved in the appraisal process. 2-2(a)(x)(I) Summarize the appraisal methods and techniques employed; (2) State the reasons for excluding any of the valuation approaches; (3) Summarize the results of analyzing the subject sales, options and listings; (4) State the value opinion and conclusion (5) Summarize the information analyzed and the reasoning that supports the analyses, opinions, and conclusions For Sales Comparison Approach, sales of one user residences are compared to each other and to the property under appraisement to develop a final opinion of value. The information analyzed and appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinions, and conclusions is explained in the valuation section. The final value conclusion is stated at the end of the Sales Comparison Approach. The Cost Approach is not used because of the age of the improvement. The Income Approach is not employed because single family dwellings are typically purchased for shelter, not their income producing ability. Exclusion of these approaches to value still produces a creditable report. SR I-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; There are no agreements of sale, options or listings of the subject property as of the effective date of the appraisal. 28 APPRAISAL REPORT b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. There have been no arm's length sales in the past three years. There was a non-arm's length transfer of ownership of the property on May 6, 2019. Copy of the deed is in the Addenda. The transfer was for $10.00 and is of no significance to the current value of the property. 2-2(a)(xi) State the use of the real estate existing as of the effective date and use of the real estate reflected in the appraisal; The use of the real estate on the date of valuation is a single family residence, and it is this use which is reflected in the appraisal. No personal property is included in the valuation. 2-2(a)(xii) When an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant No soil or subsoil tests are available for review. However, the land has been improved with a residence since 1991. The land is level and filled to street grade; however, the type of fill is not known. The appraised site is part of a lot in an old plat, containing 7,000 square feet. The shape is a rectangle. All utilities are available to the site. The site is accessible via NE 10 Avenue, between Seacrest Boulevard to the west and US Highway 1 to the east. Physical constraint to develop the site is its size which governs the type of potential improvement which can be placed on it. 29 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Zoning is "R-2", Single and Two-family Residential District. Minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. The subject land size is 7,000 square feet relegating it to single family use which requires a lot size of 6,000 square feet. Further, subject lot width is 50 feet, substandard for current size. An excerpt from Nonconforming Regulations for Lots and Parcels is in the Addenda. Interpretation and enforcement of the zoning code are done by City officials. Nevertheless, it is reasonably probable that the appraised land would be permitted to be improved with a single family residence in keeping with the aim of home ownership in the Heart of Boynton CRA district. If the subject lot were combined with an adjacent lot(s), potentially they could be improved with one or more two-family residences. City officials would determine the density of a permitted residential project on the appraised site. Possible future land use is "MU-L1", Mixed Use Low Density, 20 dwelling units per acre. Future zoning district of "MU-1", Mixed Use Low Density would be in agreement with future land use. The potential of a change might come about because of the "MU-2" zoning district to the west of the subject where Wells Landing will be constructed. Further, there are sections of"C-2", Commercial zoning on each end of NE 10 Avenue, east of Seacrest Boulevard. In the "MU-1" district, minimum lot area is 0.50 of an acre or 21,780 square feet. Hence, assemblage with adjacent lots would be necessary to meet this size standard. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. The subject market area has been improved with single-family residences and small multi-family dwellings for almost 100 years. Structures come to the end of their useful lives, improvements are razed and the sites are redeveloped with modern projects. 30 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT There are examples of this cycle throughout the subject market area. Redevelopment projects in the subject vicinity are Ocean Breeze West with 21 homes, Eastview Park by D R Horton, and new houses on West Martin Luther King, Jr. Boulevard. Habitat for Humanity will be constructing single family residences on NW 11 Avenue. Where larger sites can be assembled, higher density multi-family or attached dwellings are being constructed such as Ocean Breeze East and Wells Landing. With a small amount of vacant land remaining in densely populated eastern Palm Beach County, it has to have a higher yield with more dwelling units per acre calling for these attached or multi-family projects. Financially feasible use of the appraised land is to assemble it with as many lots as possible and construct a multi-dwelling project that would be permissible in the future "MU-1" zoning district. This use would entail a zoning change. The most probably buyer for the site is a local developer familiar with the revitalization that is occurring in the subject market area. Time for development is development is now with renewed interest in the neighborhood and support from the Boynton Beach Community Redevelopment Agency. Maximally Productive as Vacant In summary, the Highest and Best Use of the appraised property as vacant is to assemble it with adjacent lots for a multi-dwelling project with a density of 20 units per acre. Such use would be potentially physically possible, most probably legally permissible, financially feasible and maximally productive. HIGHEST AND BEST USE OF THE PROPERTY AS IMPROVED Physically Possible Improved The improvement appraised is a single family residence constructed in 1991. It is assumed to be in average condition. If necessary or desired, demolition is physically possible. 31 HIGHEST AND BEST USE OF THE PROPERTY AS IMPROVED Legally Permissible Improved A single family residence is legally permissible in the "R-2" district. There is sufficient space to have car storage for two vehicles. Financially Feasible Improved There is an active market for one dwelling residences in the central-eastern Boynton Beach market area in the price range of the appraised value. Exposure time to the market for these properties is short, typically a few months. A few sales are in cash; most are financed by third party lenders at high loan to price mortgages. The appraised property is assumed to be in average condition. Upgrading the features of the house will prolong its useful life and enhance the comfort of those residing in the structure. Financial feasibility of the property as improved is to maintain it through repairs and upgrades to the end of its useful life. Maximally Productive Improved The maximally productive use of the property as improved is its current use as a single family residence, which use is physically possible, legally permissible, financially feasible, and maximally productive. 2-2(a) (xiii) Clearly and Conspicuously: State all extraordinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. EXTRAORDINARY ASSUMPTION: The appraisers did not view the interior of the appraised property. The opinion of value is developed under the extraordinary assumption that the condition of the interior of the building is in average condition. There are no hypothetical conditions in this report. 2-2(a) (xiv) Include a signed certification in accordance with Standards Rule 2-I See signed certification in report. 32 SALES COMPARISON APPROACH l7AICWlODD:CT Improved Sala Location Map `I r,. 110'N ,NI�i (�v � CQMMER E Fj !� t 1 RELAXED,CIR� ( ;SPALM QR`', I, 55 (0,",�Q a �I ILLMINER F2Q�r z J sc�7��°FI I� li .ri'� 1� i+J �k li Ix 'tib tI 1} .. INDUSTRIAL WAY }}}r i + rI SLRi ES iO EQR' It I(( ! j .,AVE N€! JL_ ! J t I, 4 rni ZI - LAKESIDE.HARBDUR� p la"" ^.,TE',AtAY aLVD 1 Ovt6dn h Perk y ,Sr z'2� jc� 121 .r EAST(RIDGE CI{ R S 11 1 t �I n fn i� .4 I ip -,� >� m �I,A HiQ 4 �� t� xU L .C7 MANATEE BAY❑'R ISLAND DR C)7, Ir yi�(`n yam. � 15T " rH'AI WEI��l _( 2 NE 15TH PL` 1514CINE -'-1V a arr ¢t� EAN INLET DR aI r [7 �"' zr,.�.il SALE I``E SALE 4 r SAILS AVE z, I YE 4TH. AVE ly o p ,SALE 2 �i :_ 2yrr 1t Nt'. 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I SE_5TH A;AVE 'cn i� �i- _ Er�YN AVE IQ §E TTH i1VEIt �� r cn -Rn cn SE BTH1.WE, f � —'i Ln f"1II FF 11 HARBOUR DR,N Ir r sE 9TH AVE h SYV 10_TH AVE SE 10TH AVE. f� HARBDUR DR S� wt ASBUR__h".WAY - �11 S,V 11TH AVE 5 �1 y. t� SW 12TH AVE12 1 H AVE - HIBISCUS 1NAY;fir r vrl (Ir u� MORTON'S WAYSSW 13TH AVE Ijj =mil IIr W'14THAWE E'sh0OLBRIGH W NWC BR GH RpJ.L T RD ts� _"-AVE a! m [NORTH BL}ID -' J ,r t ,yam � � `� —M.arrvl B�vQ 11 ii r7L o t Data use subject to license CDe4_orme ©el_orme Street Atlas USA@ 24419. 0 800 1600 2400 3200 4000 www.delorme.com MN(7[Y°W) Data Zoom 13-0 34 IMPROVED SALE SALE NO. 1 LEGAL DESCRIPTION Lot 6 & Abandoned Part of 5 Ft. Alley lying North of & adjacent to Block 2 of Meeks & Andrews Add, Palm Beach County Public Records. RECORDED O. R. Book 33196,Page 1338 GRANTOR John H. Harris, s/m GRANTEE "The Bride of Christ Tabernacle, Inc., a Florida Not for Profit Corporation" DATE OF SALE December 29,2021 LOCATION 219 NE 11th Avenue Boynton Beach, FL ZONING "R-2", Single and Two-family Residential District SALE PRICE $305,000 PROPERTY DESCRIPTION One story CBS single family residence containing 1,567 square feet under air, constructed in 2016. 3 Bedrooms; 2 bathrooms. 1 car garage. Land size is 7,758 square feet. UNITS OF COMPARISON $194.64 per sq.ft.of building,including land 4.9561:1 Land to Building Ratio FOLIO NUMBER 08 43 45 2122 992 9969 CONDITIONS OF SALE Arm's length cash transaction. CONFIRMATION Office of closing attorney John M. Cappeller,Jr. COMMENTS Single family house purchase in the subject market area. 35 ± .cis a v 4 4 f >y> :apt n IMPROVE SALE 1 219 NE 11 AVENUE BOYNTON BEACH, FL 36 IMPROVED SALE SALE NO. 2 LEGAL DESCRIPTION The West 22 feet of Lot 11 & Lot 12, Block 9, Happy Home Heights,Palm Beach County Public Records. RECORDED O. R. Book 32732, Page 378, Palm Beach County, Florida Public Records GRANTOR Homero& Filomena Rosendez,h/w GRANTEE Diego Gutierrez, s/m DATE OF SALE July 7,2021 LOCATION 308 NE 12 Avenue Boynton Beach, FL ZONING "R-2", Single and Two-family Residential District SALE PRICE $280,000 PROPERTY DESCRIPTION One story CBS single family residence containing 1,450 square feet under air, constructed in 2003. 4 Bedrooms; 2 bathrooms. no garage. Land size is 6,029 square feet. UNITS OF COMPARISON $193.10 per sq.ft.of building,including land 4.16:1 Land to Building Ratio FOLIO NUMBER 08 43 45 2120 009 0111 CONDITIONS OF SALE Arm's length transaction included a mortgage for $224,000 with Hometown Equity Mortgage LLC CONFIRMATION Office of closing attorney Racole Jackson,Esq. COMMENTS Single family house purchase in the subject market area. 37 3j {, rl � w: }} SY S 1 ytr { i �_� �h �• st � �S 1,m t p 4 c Yi 5I Ira 1 YI��I ff� 4Y v, � d T , 4a `�vti yk IMPROVED SALE 2 308 NE 12 AVENUE BOYNTON BEACH, FL 38 IMPROVED SALE SALE NO. 3 LEGAL DESCRIPTION Lot 25 of Lot 3 of Lanehart's Subdivision, Plat Book 10, Page 39 of Palm Beach County, Florida Public Records. RECORDED O. R. Book 33072,Page 00219, Palm Beach County, Florida Public Records GRANTOR Crystal Jordan, s/w GRANTEE Carlos & Glenda Johnson Jenkins, h/w DATE OF SALE November 12, 2021 LOCATION 217 NE 13th Avenue Boynton Beach, FL ZONING "R-2", Single and Two-family Residential District SALE PRICE $250,000 PROPERTY DESCRIPTION One story CBS single family residence containing 1,204 square feet under air, constructed in 1960. 3 Bedrooms; 2 bathrooms. no garage. Land size is 7,013 square feet. UNITS OF COMPARISON $207.64 per sq.ft.of building,including land 5.82:1 Land to Building Ratio FOLIO NUMBER 08 43 45 21 21 000 0250 CONDITIONS OF SALE Arm's length transaction included a mortgage for $245,471 with American Pacific Mortgage Corporation CONFIRMATION Office of closing attorney Stacy G. Mager, Esq. COMMENTS Single family house purchase in the subject market area. 39 E' 4, Ali 4 llr 7 `� s4 1r�int� S' t ti � ,� �,its\ �,, .,,t „a��!,.r �; 2 9s{+l{€S✓ � �IU�j..0,��d 1�V��,�h),��< �1Cfi"�k �� „�,y''�1 '��- IMPROVED SALE 3 217 NE 13 AVENUE BOYNTON BEACH, FL 40 IMPROVED SALE SALE NO. 4 LEGAL DESCRIPTION Lot 3, of Subdivision of Lot 3 of Lanehart's Subdivision, Plat Book 10, Page 39 of Palm Beach County, Florida Public Records. RECORDED O. R. Book 33231,Page 00791, Palm Beach County, Florida Public Records GRANTOR Cheryl S. Jackson, s/w GRANTEE Luis Gonzalo Gutierrez,u/m DATE OF SALE January 6t',2022 LOCATION 417 NE 13th Avenue Boynton Beach, FL ZONING "R-2", Single and Two-family Residential District SALE PRICE $280,000 PROPERTY DESCRIPTION One story CBS single family residence containing 1,524 square feet under air, constructed in 1994. 4 Bedrooms; 2 bathrooms. One car garage. Land size is 7,013 square feet. UNITS OF COMPARISON $183.73 per sq.ft.of building,including land 4.60:1 Land to Building Ratio FOLIO NUMBER 08 43 45 21 21 000 0030 CONDITIONS OF SALE Arm's length transaction included a mortgage for $266,000 with Caliber Home Loans, Inc. CONFIRMATION Office of closing person, Miriam Portilla, Performance Title &Escrow, LLC COMMENTS Single family house purchase in the subject market area. 41 illif�� F,` tt lip, {,!k 1,! 10 <, 1' .t� u IMPROVED SALE 4 417 NE 13 AVENUE BOYNTON BEACH, FL 42 IMPROVED SALE SALE NO. 5 LEGAL DESCRIPTION The West 5 feet of Lot 156, all of Lots 157 & 158 and the East 5 feet of Lot 159, Cherry Hills, according to the Plat recorded in Plat Book 4, Page 58 of Palm Beach County, Florida Public Records. RECORDED O. R. Book 33045,Page 01039, Palm Beach County, Florida Public Records GRANTOR Panda Properties 11 LLC GRANTEE Nico Marcello Gianfrate, s/m DATE OF SALE November 8th,2021 LOCATION 537 NW 9th Avenue Boynton Beach, FL ZONING "R-2", Single and Two-family Residential District SALE PRICE $299,900 PROPERTY DESCRIPTION One story CBS single family residence containing 1,480 square feet under air, constructed in 1971. 4 Bedrooms; 2 bathrooms. One car garage. Land size is 7,492 square feet. UNITS OF COMPARISON $202.64 per sq.ft.of building,including land 5.06:1 Land to Building Ratio FOLIO NUMBER 08 43 45 21 14 000 1561 CONDITIONS OF SALE Arm's length transaction included a mortgage for $284,905 with Rocket Mortgage, LLC CONFIRMATION Office of closing attorney Harvey Schneider,Esq. COMMENTS Single family house purchase in the subject market area. Grantor purchased the property in March, 2021, then renovated it for the resale in November,2021. 43 t i i ,� u 4'S k IMPROVED SALE 5 537 NW 9 AVENUE BOYNTON BEACH, FL 44 a 3 LL Vf i N z W crq O O 00 LL N C 3 Vf n O N W to LL s v O N 000 O Vf Vf H N c a m O O O 00 y o `-' m O Ln O m O Lr N Lr E. nsc o oo, Ln omo 0 s � v Q vmi vNi vNi vNi vmi Q 3 j o 0 0 0 0 Q N Ln ^ O N O C y O jom� m rj o m O N O ci 00 N O YCcI ++ mm + Vl t N t 0 t N t N G Q in .0 ,? 'O 4Ln 'O im/? .2 ikD .2 C C V U7 w w w w N N N N N N chi O t00 Obi T Q NN NN m LO 7 X v m V1 l0 N O l0 00 O Ol 00 l0 O l0 Ln V1 W C +' J � LL 00 Ol m m N O Vl N ci ci Ol O � J Q Vf C n l0 n n n n U Z LL Q nO O co ko Ln 0 r4 00 � _ � ri ri ri ri ri c•i N m � Q ci ci N ci y N Q W O N O O O M O J H N O N N N D N Q Q 0) \ N W 0000 N Z Vf Q N rl ci O O 3 0 Q N n c\-I cii cii a Z ci ci O ci > O OO T O O O T O m O T 3 0 LLJI V O O O- O^ 00) . O Q Cd . 00m O0000N O nO m O ci ci N ci N = N Vf 0 U W W 3 LL 3 LL 3 LL 3 LL 3 LL LL J J d d d d O > Q V) z > V > V > V > V > V m V N C O Q m Q m Q m Q m Q Y d WH 14 � m N N m M M m a M m Ln T m m � m O V " C 14 C 14 C C C = C O W O W W W W V) YA 0 Z > Z > Z > Z > Z > " > Cd m m m m rnm m co a N N G SALES COMPARISON APPROACH OVERVIEW In the Sales Comparison Approach, the appraiser compares the appraised property to sales of similar properties. This approach to value simulates the actions and attitudes of typical buyers and sellers in the market. The approach is based on the Principle of Substitution that affirms the maximum value of a property is set by the cost of acquisition of an equally desirable and valuable substitute property, assuming no costly delays in making the substitution. The steps of this approach are: 1) Collect information of recent sales of properties most similar to the property being appraised. 2) Verify the sales information from the best available sources. 3) Select relevant units of comparison and develop a comparative analysis for each unit. 4) Adjust the sales to the subject using the significant,market-derived units of comparison. 5) Reconcile value indications from the comparisons into a value opinion by this approach. The appraised improvement is a one user residence located at 321 East Martin Luther King, Jr. Boulevard (NE 10 Avenue), Boynton Beach, FL. Enclosed building size is 1,048 square feet; date of construction is 1991. The appraisers viewed the exterior of the house, not the interior. The residence contains two bedrooms and one bathroom; there is no enclosed car storage. Land size is approximately 7,000 square feet; zoning is "R-2", Single and Two-family Residential District. A search was conducted to find sales of single user residences in the Heat of Boynton (HOB), the subject market area. Of the sales reviewed,the five included in the appraisal are the more similar to the property concerned. Details on the transactions are on the sales sheets and chart. UNITS OF COMPARISON Units of comparison are components into which a property may be divided for comparison. The purpose of using units of comparison is to relate sales of similar properties to the property being appraised on the basis of significant measures such as price per square foot, price per unit, et cetera. The appropriate units of comparison come from the market. For the property appraised and the comparable sales,the pertinent unit is the sale price per square foot of building, including land. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of properties and transactions that cause the prices paid for real estate to vary. The Appraisal of Real Estate continues by stating that there are ten basic elements of comparison that may be considered in sales comparison analysis. The first group is termed transactional elements being: real property rights conveyed, financing terms, conditions of sale, expenditures made immediately after purchase and market conditions. The second group is property elements consisting of location,physical characteristics, economic characteristics, use, and non-realty components ofvalue. Each is hereafter addressed. (Continued) 46 SALES COMPARISON APPROACH Real Property Rights Conveyed A transaction price is predicated on the real property interest conveyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to leases). An adjustment for property rights conveyed is based on whether a leased fee interest was sold with leases at, below, or above market rent. When a property is sold without leases, its value is normally based on the market rent that it can command and the financing that could be obtained. The interest valued for the appraised property is fee simple. The property interest conveyed in the improved sales is fee simple, the same interest appraised for the subject. No numerical adjustment is warranted for this element of comparison. Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing financing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. The reverse is also a possibility in which lower sale prices result from above market financing. If financing affected the price paid, a cash equivalency adjustment is warranted. Improved Sale 1 was a cash transaction. Improved Sale 2 was financed by a mortgage with an 80% loan to price ratio. Improved Sales 3, 4 and 5 were financed by third party lenders at high loan to price ratios of 95% or 98%. Such financing is typical in the subject market and makes purchases possible. The advantages of such financing are off-set by the cost to obtain the loan and the burden of making a high mortgage payment and paying for mortgage insurance. Thus, no adjustment is made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. All improved sales were arm's-length under typical market conditions. No adjustments are made. Expenditures Made Immediately After Purchase No major expenditures were necessary immediately after the purchases; therefore, no adjustments are made. Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the effective date of the value estimate require adjustment for any differences that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions that change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria,building moratoriums, fluctuation in supply and demand, et cetera. It is also possible that there is no change in market condition over time. 47 SALES COMPARISON APPROACH There is an upward trend in prices of real estate, generally. Financing is readily available as shown by four of the five sales cited in this report. Demand for home ownership is greater than the supply of houses, especially in the affordable category. To recognize this positive trend, each of the improved sales is adjusted upward by 5%per year for market conditions. There are examples of greater spikes in price; however,rising interest rates will have a tempering effect on price increases. Adjustments for transactional elements of comparison were considered. Next, adjustments for property elements of comparison are addressed. Location The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, proximity to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, et cetera. Typically, properties in a neighborhood share some of the same location characteristics such as age, condition, and style. However, there may be differences such as corner location, view, and zoning, to name a few. Properties of a similar type may be in different locations, yet the locations may share enough similarities to justify comparison. Factors of similarity between locations include average daily traffic counts, zoning and/or land use, and market composition. The improved sales are in the immediate subject market area of the Heart of Boynton with similar locational characteristics. Zoning for each of the properties is "R-2." No adjustment is needed for this element of comparison. Physical Characteristics Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes property type,building size, land size, land to building ratio, amount of parking, year of construction, current property condition, functional utility, market appeal, complete build-out of interior space, et cetera. The properties in the data set are similar in that they consist of one homesite with a narrow size range of 6,029 to 7,758 square feet, with subject size at 7,000 square feet. Improvement size range is 1,204 to 1,524 square feet; subject size is slightly below at 1,048 square feet. Improved Sale 1 has the most recent date of construction of 2016. Improved Sales 2 and 4 are closest in age to the appraised house. Nos. 3 and 5 were renovated prior to their ownership transfers cited. The appraisal of the subject property is made under the extraordinary assumption that it is in average condition. As such, the physical characteristics of the appraised property would put its unit value in the middle of the range of the adjusted unit sale prices. 48 SALES COMPARISON APPROACH Economic Characteristics Economic characteristics of a property include its rental rate, occupancy rate, and expenses. The improved sales are owner-occupied, with no data forthcoming for economic units of comparison. Hence,this element of comparison is not addressed in this appraisal. Non-Realty Components of Value Non-realty components of value include personalty, business concerns, or other items that do not constitute real property but are included in the sale price of either the comparable or the subject property. These components should be analyzed separately from the realty. There were no non-realty components of value to consider for the property appraised. Use For properties to be comparable, they should have similar Highest and Best Uses. All of the improved sales cited in this report and the subject have the same Highest and Best Use as one user residences, with no adjustment necessary. FINAL VALUATION The adjusted sale unit prices are as follows: Sale No. Adjusted Unit Price 1 $197.85 2 $200.34 3 $212.00 4 $186.02 5 $206.89 Since the improved sales have already been adjusted to the subject for factors influencing price, equal weight is placed on each of the adjusted unit prices. Considering all of the preceding discussion, the final unit value for the appraised property is $200.62 per square foot of building including land. The quantity of the comparable data is sufficient to have an overview of the market for one-user residences in the Heart of Boynton. The quality of data is good in that it provides a sound basis to develop an opinion of value for the property under appraisement. Based on the analyses and conclusions presented within the report, it is our opinion that Market Value of the Fee Simple Interest of Subject Property, as of April 1, 2022 is: 1,048 square feet of building x $200.62 per sq.ft. _ $210,000 (rounded) TWO HUNDRED TEN THOUSAND DOLLARS 210 000 49 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of,this report. I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part 11 F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the exterior of the property that is the subject of this report on April 1, 2022. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the continuing education program for Designated Members of the Appraisal Institute. Continuing education programs are also completed for the American Society of Appraisers and the State of Florida. April 1,2022 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-CertifiedGeneralReal Estate Appraiser No. RZ-85 April 1,2022 Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 50 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. 1. The undersigned have personally visited the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple. 4. Legal descriptions and property dimensions have been furnished by others;no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not carry with it the right of publication,duplication,or advertising using the writers' names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Improvements,if any,are those noted and reported on the date of inspection. 9. The value or values estimated apply ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present,past or contemplated interest in the subject of this report. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. The existence of potentially hazardous material used in the construction or maintenance of buildings,such as the presence of urea formaldehyde foam insulation,and/or existence of toxic waste,which may or may not be present on the property,has not been considered. Additionally,soil or sub-soil contamination may exist from current or prior users,or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey,Endangered Species Survey,or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use,and possibly,value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr.and Claudia Vance were responsible for the analyses,conclusions,and opinions of real estate set forth in this report. (No one else provided significant professional assistance to the report signers). 16. The Americans with Disabilities Act(ADA)became effective January 26,1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property would reveal that the property is not in compliance with one or more of the requirements of the act,which could reduce property value. 17. Prospective value estimates are based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events that might alter market conditions upon which market value has been estimated. 18. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 19. The appraiser reserves the right to amend or change this report at any time additional market information is obtained which would significantly affect the value opinion. Jesse B.Vance,Jr.,MAI,SRA,ASA State ,-Certified General Real Estate Appraiser No.RZ 85 March 1,2022 Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 March 1,2022 51 ADDENDA I Illfll!1111 IIIA Illfl 11111 11111111161111 ILII PREPARED BY AND RETURN TO: IFN 201901;1966 ROBERT D.SCHWARTZ,ESQ. OR P- 730627 PG 1683 1901 S.Congress Avenue,Suite 215 RECORDED 05/22/2019 09:16=22 Boynton Beach,Florida 33426 AMT 10.OA Doc Stamm 0.70 Telephone: (561)736-3440 PO.IM Beach COUnt9r Florida Parcel Ide 'ficationNumber: Sharon R. BockFCLERK h COMPTROLLER 08-43-45- 7-001-0150 P9 16884 Ups) o WARRANTY DEED THIkARRANTY DEED,made the 6`h day of May,2019,by KENNETH CLAYTON,hereinafter called the Grantor,to KED.CLAYTON as to a Life Estate Interest,with a Remainder Interest to PEARLINE CLAYTON, GAIL M.CLA and DEIDRA D.CLAYTON as Joint Tenants With Rights of Survivorship,whose post office address is 321 lot A ue,Boynton Beach,Florida 33435,hereinafter called the Grantee: WPTNESSE at the Grantor, for and in consideration of$10.00 and other valuable consideration, receipt whereof is hereby ackno ged,hereby grants,bargains,sells,aliens,remises,conveys and confirms unto the Grantee,all that certain land situate in Pali Beach County,Florida,to wit: O Lot 15,Block 1,E,R RTS ADDITION,according to the Plat thereof on file in the Office of the Clerk of the Circuit Court in and Beach County,Florida,recorded in Plat Book 1,page 123. The said Grantor hereby e ' cally reserves unto himself a life estate in and to said described premises,with remainder to Grantee,and the rig &cupy same during his life without any liability for waste,with full power and authority in him to sell,convey,mo se and otherwise dispose of the property described above in fee simple with or without consideration,and to retain �tely any and all proceeds derived therefrom. SUBJECT TO: Taxes and assessments fo{#R. irrent year and all subsequent years. SUBJECT TO: Conditions,restrictions,li tatlons,easements and utility agreements of record,if any. Together with all the tenements,heredi is and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold,the same in fee s1rever. And the Grantor hereby covenants with sai tee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land;that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever;and that said land is free of all encumbrances,except taxes for the current year and all subsequent years. This Deed has been prepared without the benefit of title examination. IN WITNESS WHEREOF,the said Grantor has signed and sealed these presents the day and year first above written. Signed d nd Delivered in the presence of: ( nes ature) NNETH CL TON Q ��1 st witness print e) (seco witness signature) a hul I (second witness print name) State of Florida County of Palm Beach I HEREBY CERTIFY that on this day, the foregoing instrument was acknowledged before me by KENNETH CLAYTON,who is personally known to me or who has produced a driver's license as identification and who did not take an oath. WITNESS my hand and official se e ty and St st aforesaid,this 6`h day of Ma 2019. My commission expires: ARY PUBLIC SAMANTHA M.AGNINI ,i• MY COMMISSION#GG 1452 80 E}(11RES;Se1jember 30,2020 BondedThruNatar/P"blicUnderwrilers 53 ~ Q ¢ S. N y0 c N C E Q Q IWLL N-O j a) Z i `) (a s E m Y mtt E > N' 1 as ° U Qo E m to lz (6 a) N -O x 3 co LL Q C a) N Y o �_ ._ W. g d -a So m m Y v W m c0 Ytoasa 3 � a� E a ¢ v v o co 0 °o E co o 3 m E v m o N v LL °wow o k x x o ¢ w v o B O E 2 as Y m ° N LL w a) ¢ N O m -6 -6 -6 ?j o O J Q V Y a) O U a) o Y ¢ W = T a) a) C o LLL � S O a) -O ci C � N d a) co C p N T W V o Y o'� N p -6 N (6 U a) O ci Ia -o N N O C o O t j O N Co '(p E ° o a)-0 U LL V_ w 4 a O V (6 (6 OCCU (6 N O' LL E 0 co C m N ¢ a) a) T 4 N 4(6 E a) 0 i E(6 0 a) ° U U N Y °-0 -0 o o N j 0 0 a) N N ], O N V co co '�' a) "6 N V N a o o ba O N N w N m LL N� .�.. 0 V ° co (a)Z lO 'C_ O -m6 a) ° N W j m N L (6 O Y COL V-0 W N�O S.A. 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LO t 4 iMkstr7i n z kj�A }t i� ' 7rf N 4-0 J(AP , 0 0 CLn.4 Ca N } $tY ) _ " t «", P -s 1 t s i r fat r i�" `4� ��i "�i �}'utSS} s;,w){,��'i .�, 0 yl O ��t p,, O LO i i Z MIMPo Printer Friendly Structural Details Property h-fforrriafloir� Owner Name: CLAYTON KENNETH D Parcel Control Number: 084345-21-27-001-0150 Location Address: 321 E MARTIN LUTHER KING JR BLVD Structural Details Structural Element for Building 1 Sketch for Building 1' WSF:VINYL/STL/ALU'M 26 t 1991 y� ' t l �..,j r' .- HTG&AC FORCED AIR DUCT r ELECTRIC Ery GABLE/HIP ' 0010 4C ASPHALT/CCIMPOSITION DRYWALL N/A CARPETING Subarea and Sq. Footage for Building 1 Code Description Sq. Al Footage 48 1000 w 1048 1000 Extra Feature No Extra Feature Available L;ai ff Dee tad �, - 't,b 1. SFR R2 50.00 140.00 7000 0.1607 55 https:/Awww.pbcgov.org/papa)AspsMtopertyDetaiVPrinterFriendlyStrDetaii.aspx?entity_id=08434521270010150&Owner—Name=-CLAYTON KENNETH tlt c y j� w. m w n F � a a W s ` p f - F ma L L Xi �.. ®._._ ..r. jt r 1-4 71 N k; "s @ Ax 12GHA 0 4 , s r m a P, fi ;•a 56 r � s .r n+ � a Sa�j o l a » 147-- „,. . � W LL 4 w , In CAB yp� 1 p awxq�roat ,nux w,re...;x, $ .._. 9¢ ILa� i �r 3L. SSSS 311 j fSf F � @ rI p I �&GHA IT 57 E. R-2 Single and Two-family Residential District. 1. General. The purpose of the R-2 zoning district is to implement the medium density residential (MeDR) future land use map (FLUM) classification of the Comprehensive Plan. The intent of this conventional district is to stabilize and protect existing residential neighborhoods with densities no greater than ten (10) dwelling units per acre, and allowing limited types of non-residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3, Article IV Section 3.D. 3. Building and Site Regulations (Table 3-9). Existing and/or planned single-family homes shall conform to the R-1 district requirements; however, for duplex homes, the following lot and building requirements shall be observed- BUILDING/SITE REGULATIONS 4 R-2 District Minimum lot area (per unit): 4,500 s.f.i Minimum lot frontage: 75 feet Minimum yard setbacks: Front: 25 feet Rear: 25 feet Interior side: 10 feet Corner side: 25 feet" Minimum living area: 750 s.f. Maximum lot coverage: 40% Maximum structure height: 30 feet Single-family dwellings shall be constructed on lots that are no less than six thousand (6,000)square feet. 2 Overlay regulations may apply. See Section 8 for regulations pertaining to overlays. 3 On corner lots, the side setback adjacent to the street shall be not less than one-half('/2)the front yard setback. However, where orientation of adjacent lots on both street frontages provide typical front yard setbacks, the corner lot shall provide for front yard setbacks along both streets. When two (2)front yard setbacks are provided for on a corner lot, no rear yard setback shall be required, only side yard setbacks shall be imposed. 4 Parcels within the Heart of Boynton District, as defined by the CRA Community Redevelopment Plan, that (1)were originally platted or(2) an existing parcel as of April 1, 2020 may use the development regulations within this section to develop a single-family residence: 58 Modified Development Standards* Lot Area per unit, Minimum(square feet): N/A Lot Frontage, Minimum(feet): N/A Living Area, Minimum A/C (square feet): 750 Building Setbacks, Minimum(feet): Front: 15 Interior side: 5 Corner side: 5 Rear: 10 * Parcels located within the Martin Luther King Jr. Overlay District are not eligible. ._2 �� `�; � •�-., fhb ��5 �{��i44 �3 �� ;J��11� �� 7-7- 25" Icr M IN mum, Lot Area 4,50Q a _FM per ori , Max,UA'Cwvvragc 4Q% Mo, la ity Area _ ,,per i 4. Accessory Structures. Walls, fences, pools, sheds, screen-roof enclosures, and other structures are regulated in accordance with Chapter 3, Article V, Supplemental Regulations. 5. Review and Approval Process. a. Single-family and duplex dwellings and accessory uses thereto shall be allowed upon application to and approval by the Building Official for structures that require a building permit pursuant to Chapter 2, Article I , Section 2. 59 b. Community and common areas, such as recreational areas, landscape buffers and tracts, and project signage may be subject to site plan review. c. Non-residential uses shall require site plan approval in accordance with Chapter 2, Article II, Section 25. prior to application for building permit. 6. Parking. Required off-street parking is regulated in accordance with Chapter 4, Article V, Minimum Off-Street Parking Requirements. 60 5 r 8 ° G S ®0 0 2 a \ $ / ] @ G R o o Q\ G g ® 2 � � \ § ( B � k g m Q) ro � § _ » / § � f ro w / / E 7 / k u E § , :32 \ / { ro % / E k E u & \ k / \ 0 2 - .§ c / / \ § § § \ % / u « k u R R ) - § - \ \ ® \ I I I \ \ \ \ \ ) \ I n Q N Z N L '- U cu U E > 0) U N L� .� cu N O >+ (n 0) o o ,n 0 cII U N N U +- ,_ C cII N o U N z (nE cu D0U 0 � o 0 (n N >, O -�-' N -0 Q- � � o CU (II cu X cu cII o cu i c N -0 cu c O U N > N O >� cII L Q p Qc^o O c cu N 0 >_ N 0 X -0 m 0 '� D U cu (II -c- o L N M N cr N N (n C cII Q C - N o cu c N O N cu '- (n 00-O OL- oL O n- Q- O oQ C OL O oNQN- 70i `- cu U OcIIO N L L O 0U cII j Q 4- a) N O o (� - o 0 :3-C- 0 cII U :3 o N0 O NO cu OONc N QcII U U-E N0) N cu N E Z .- +- N f- N � >, N U 0= N 0 � ON S D - C.� _0 CU �� U U _ �0 - CU N U .Z _0 0 ,- > OE o N (n tOn cu (4 ^4- 0 O CV �- L c c m O L N OQ� �O N0 CU �� VO � � N O NSU 0 o cu �� a) -a L- C O O to70 . NE o - > o o > N .a, O � L o NZ -acr ocu > � c m 0) -0 —" M °o � � � mc� � c� - ° N N Ocu L cII N Ucu 0 0) N N ^^O O U o c .0 Ja -1-I 4-O to --i- � �2J cu O O � cu c o � -V 0 0 � c � m > ° 0 cuaE0000 "0_- u, CO 0 CU s 00 L— y_ O o 'C N c 0 o O N N 0 F cu ` U N 0 U N N cu , N C N O N N U _ cu c _ U u � � cII � N N � � to � :� � L- (II ' �. N (II N W � U N N 0) N 0 L N 0 CO o L N O OL cu N N S cu L (n � j 0 N CU 0 0 NN 70 � N 72 cr M O N > N N N 7 V) N co �v- E d' 2 In Co ti 3- E >: y= -0 -0 o 00 U cu cu I- (n U p O) Ocu 0 a) _0 -0 X o o 0 o Q (a ( - cu L( mo _ O (II o — '- O a) (n p LO ca a) E W cu — a) c� � � O> (n Q _ F_ O> U > 0 Lcu 0 a) N '~ U U (� U — ..1 y"r 4- > cu > p J N L L -1-I (n +--' a) L (n ^ N Q E -o a) a) a) (n J 4) L O � W/ (II LL "� r_ Q to to >j (n (n i �, o E x U � (L6 a) > cu ui E ' � � .�'- .� m � I o m m ca o m 0)® cu cu � CU � pui2E cu � � � � cu Q o Q o_ a) U cu p 2 C: n- a) �_ : " (n c� Oo o � a cu -0 m o o od o � � pviEm � � � � � � mQ � � cu I > 4- -1� L Q L L .. .� o F- 0 0 CIA a) O O0 0 cu E a) (n E (II J X -0 (L) L ( U �'/ U O ^' -1-I L 'L O -1� G E c L cQ LI- > LI- O a) U OU U > (n � � � .� (n (n ? (n E cII o _0 a) (n E O — — E o) a) CN wD >+ D U U a) = a) N o OU —J N a) " gy p I- +- L "- � U L m m 0 � � mo a) _ E (n � ° ; o � cmc °o - a 0) >' � _ � � CU I m � oC� o cu 3: n � � o � E o E � 7 `� 0 L > G > o CU _0 � L (n U Q 0 � v o � E U (n = 2EL- 0 >, oma ' > d 0 O_:= cu , c� m � a) o L � a) m > � m � � m m � N � � (n 4- a) � U) o > Q E 75 O � O � � � � m CU � � 0 � � I� p � I I 1_ 0 F 0) 70 0) 0) (n a) � (W) E Q o _0 U (n N U X N 'j a) C O Q- U 0 (n ,� � ,_ � .� : L 10 (n o O0 C: cu (n o (n LO p O o ;� (n o N ate) cu aL �i CU C: o O -c ,_ I U I_ OL Q U _0 C: L_ n p Q 0- CU E U O m .� p ca a) D D (n L (nm x U � � � � O � .>_ m N O M N 0- N E a) o _0 C C U - N N -0 C: ami Q o o 0 0 o, o� m � � _ � '> o x � 0 (LQ o cu O a) I m � � (n 3: � o cia) cu 0i >1a) �r � �� `� o C: O7 a L r (Q _0 r 4- r a- r (n E r (Q L (Q 0) U D y--r (Q Sec. 11. Nonconforming Regulations. A. Lots and Parcels. 1. R-1 District, R-IA District,R-2 District,and R-3 District. A detached single-family dwelling may be constructed on any parcel located in an R-1, R-1 A,R-2,or R-3 district, provided that it meets all of the following requirements: a. The parcel contains at least one(1)whole platted lot,platted prior to August 7,2001; b. The parcel,or assemblage of platted parcels which individually meet the requirements of paragraph a. above,has a frontage of not less than fifty(50)feet,and a lot area of not less than five thousand(5,000) square feet(irregular, other than rectangle-shaped lots with less than five thousand(5,000)square feet of area may be developed if in conformance with all other lot regulations); c. All such parcels, when developed,shall comply with all provisions of the Land Development Regulations and applicable building code regulations,including without limitation sections of the building code regulations regarding the impact of construction and drainage on or to adjacent properties. ----�2. R-2 District. Within R-2 districts,in subdivisions platted prior to the effective date of these Regulations, where the platted lots have a frontage of at least forty(40)feet but less than fifty(50) feet,the following rules shall apply: a. A detached single-family dwelling may be constructed on any such parcel,provided that the parcel contains at least one(1)whole platted lot. b. A duplex dwelling may be constructed on any parcel,provided that it meets the following requirements: (1) The parcel contains at least two (2)whole platted lots; (2) Property cannot be acquired from adjacent parcels so as to make the subject parcel conforming,without causing the adjacent parcels to become nonconforming or more nonconforming. c. For any parcel, lot,or combination of lots, where the total frontage is equal or greater than one hundred twenty(120)feet,and the total area is greater than twelve thousand(12,000) square feet,said property shall not be developed except in accordance with the minimum frontage and lot area required in the R-2 zoning district. d. Ownership of parcels shall be determined by the property tax rolls on file in the Palm Beach County Property Appraiser's Office as of the effective date of these Regulations. 3. R-1 AA District. A detached single-family dwelling may be constructed on any parcel located in an R-IAA district,without requiring a variance,provided that it meets the following requirements: a. The parcel contains at least one(l)whole platted lot. b. The parcel has a frontage of not less than sixty(60)feet,and a lot area of not less than six thousand,seven hundred fifty(6,750)square feet in area. c. It would not be possible to acquire property from adjacent parcels so as to make the subject parcel conforming,without causing the adjacent parcels or structures thereon to become nonconforming or more nonconforming. For any parcel or lot,or combination of lots under the same ownership, where the total frontage and the total area is equal to or greater than that which is required by the R-IAA district building and site regulations,said property shall not be developed except in accordance with the minimum frontage and lot area required m the particular zoning district. Not more than one(1)parcel or lot,or combination of lots under the same ownership,that is nonconforming but which meets the requirements under b. above may be developed for a single- family house. 64 SUMMARY OF 2020-2022 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting In reporting the results ofa real property appraisal, an appraiser must communicate each analysis, opinion, and conclusion in a manner that is not misleading. STANDARD 2 addresses the content and level of information required in a report that communicates the results of the real property appraisal. STANDARD 2 does not dictate the form,format, or style of real property appraisal reports. The substantive content ofa report determines its compliance. STANDARDS RULE 2-1 Each written or oral real property appraisal report must: (a) clearly and accurately set forth the appraisal in a manner that will not be misleading; (b) contain sufficient information to enable the intended users of the appraisal to understand the report properly; and (c) clearly and accurately disclose all assumptions, extraordinary assumptions, hypothetical conditions, and limiting conditions used in the assignment. STANDARDS RULE 2-2 Each written real property appraisal report must be prepared under one of the following options and prominently state which option is used.Appraisal Report or Restricted Appraisal Report. An appraiser may use any other label in addition to, but not in place of, the labels set forth in this Standards Rule for the type of report produced. The use of additional labels such as analysis, consultation, evaluation, study, or valuation does not exempt an appraiser from adherence to USPAP. The report content and level of information requirements in this Standards Rule are minimal for each type of report.An appraiser must supplement a report form, when necessary, to insure that any intended user of the appraisal is not misled and that the report complies with the applicable content requirements. (a) The content of an appraisal report must be appropriate for the intended use or the appraisal and, at a minimum: (i) state the identity of the client, or if the client requested anonymity, state that the identity is withheld at the client's request but is retained in the appraiser's workfile; (ii) state the identity ofany other intended users by name or type; (iii) state the intended use of the appraisal; (iv) contain information, documents, and/or exhibits sufficient to idents the real estate involved in the appraisal, including the physical, legal, and economic property characteristics relevant to the assignment; (v) state the real property interest appraised; (vi) state the type and definition of value and cite the source of the definition; (vii) state the effective date of the appraisal and the date of the report; (viii)summarize the scope of work used to develop the appraisal; ()x) summarize the extent of any significant real property appraisal assistance; 65 SUMMARY OF 2020-2021 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting (x) provide sufficient information to indicate that the appraiser complied with the requirements of STANDARD I by: (1) summarizing the appraisal methods and techniques employed; (2) stating the reasons for excluding the sales comparison, cost, or income approach(es) if any have not been developed; (3) summarizing the results of analyzing the subject sales, options, and listings in accordance with Standards Rule 1-5; (4) stating the value opinion(s) and conclusions(s); and (S) summarizing the information analyzed and the reasoning that supports the analyses opinions, and conclusions, including reconciliation of the data and approaches; (xi) state the use of the real estate existing as of the effective date and the use of the real estate reflected in the appraisal; (xii) when an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; (xiii) clearly and conspicuously: • state all extraordinary assumptions and hypothetical conditions, and • state that their use might have affected the assignment results, and (xiv)include a signed certification in accordance with Standards Rule 2-1. STANDARDS R ULE 1-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; b) analyze all sales of the subject property that occurred within the three(3) years prior to the effective date of the appraisal. 66 475.611 Florida Statutes: Definitions.- (1) As used in this part, the term: (a) "Appraisal"or"Appraisal Services" means the services provided by certified and licensed appraisers or registered trainee appraisers, and includes: 1. "Appraisal assignment" denotes an engagement for which a person is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party in rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified interests in, or aspects of, identified real property. 2. "Analysis assignment"denotes appraisal services that relate to the employer's or client's individual needs or investment objectives and includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraisal review assignment"denotes an engagement for which an appraiser is employed or retained to develop and communicate an opinion about the quality of another appraiser's appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraiser's opinion of value. (b) "Appraisal Foundation" or "foundation" means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinois. (c) "Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified interest in, or aspect of, identified real property, and includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, in order to be recognized in a federally related transaction, an appraisal report must be written. (d) "Appraisal review" means the act or process of developing and communicating an opinion about the quality of another appraiser's appraisal, appraisal report, or work. (e) "Appraisal subcommittee" means the designees of the heads of the federal financial institutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 et seq.), as amended. (f) "Appraiser" means any person who is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and is a professional within the meaning of 95.11(4)(a). (g) "Board" means the Florida Real Estate Appraisal Board established under this section. (h) "Certified General Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for any type of real property (i) "Certified Residential Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. Q) "Department" means the Department of Business and Professional Regulation. 67 2020 FLORIDA STATUTES Title XXXII Chapter 475 View Entire REGULATION OF PROFESSIONS REAL ESTATE BROKERS, SALES Chapter AND OCCUPATIONS ASSOCIATES, SCHOOLS, AND APPRAISERS 475.628 Professional standards for appraisers registered, licensed, or certified under this part.— (1) The board shall adopt rules establishing standards of professional practice which meet or exceed nationally recognized standards of appraisal practice, including standards adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraiser registered, licensed, or certified under this part must comply with the rules. Statements on appraisal standards which may be issued for the purpose of clarification, interpretation, explanation, or elaboration through the Appraisal Foundation are binding on any appraiser registered, licensed, or certified under this part, upon adoption by rule of the board. (2) The board may adopt rules establishing standards of professional practice other than standards adopted by the Appraisal Standards Board of the Appraisal Foundation for nonfederally related transactions. The board shall require that when performing an appraisal or appraisal service for any purpose other than a federally related transaction, an appraiser must comply with the Ethics and Competency Rules of the standards adopted by the Appraisal Standards Board of the Appraisal Foundation, and other requirements as determined by rule of the board. An assignment completed using alternate standards does not satisfy the experience requirements under s. 475.617 unless the assignment complies with the standards adopted by the Appraisal Standards Board of the Appraisal Foundation. History.—ss. 9, 11, ch. 91-89; s. 4, ch. 91-429; s. 35, ch. 98-250; s. 22, ch. 2012-61; s. 9, ch. 2017-30. 68 Page 1 of 5 Vance Real Estate Service ANWONNNOMMIL 9 Jesse B. Vance, Jr., MAI, SRA, ASA, MBA Appraiser - Real Estate Analyst - Reviewer - Expert Witness Vance Real Estate Service - 7481 NW 4 Street - Plantation - Florida - 33317 Office: 954.583.2116; Cell: 954.610.2423; Email: vanceval(a,comcast.net Web Page: www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Currently registered in"SAM" (U.S. Government System for Award Management—DUNS 826494957).Designated appraisers perform the appraisal work,no trainees. Jesse B. Vance, Jr., MAI, SRA, ASA, MBA and Claudia Vance, MAI are qualified as expert witnesses for eminent domain, bankruptcies, deficiency judgments, marriage dissolution, and estate valuations. Our firm values most types of real property interests for sale, mortgage loans, litigation and investment reasonably, timely and professionally. As licensed real estate brokers,we perform most other real property functions.We also do"Valuations for Financial Reporting." PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/DEGREES/LICENSES&CERTIFICATIONS MAI DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 SRA DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 ASA DESIGNATION - AMERICAN SOCIETY OF APPRAISERS(RE-Urban)4003439 MBA DEGREE - REAL ESTATE MANAGEMENT AND DEVELOPMENT STATE-CERTIFIED GENERAL REAL ESTATE APPRAISER 4RZ-85(Florida) FLORIDA STATE LICENSED REAL ESTATE BROKER NO.BK.91050 REGISTERED VETERAN-OWNED SMALL BUSINESS(CCR/Duns 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE(Minority Business Enterprise-MBE) FLORIDA"D.E.P."APPROVED APPRAISER Currently registered in"SAM"(U.S.Government System for Award Management). B)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION 1.U.S.Court of Appeals,Eleventh Circuit 2.U.S.District Court,Southern District of South Florida 3.U.S.District Court,New Jersey 4.U.S.Bankruptcy Court,Southern District of Florida 5.U.S.Bankruptcy Court,District of New Jersey 6.U.S.Bankruptcy Court,Western(Pittsburgh)Division of Pennsylvania 7.Florida Circuit Courts:Broward,Dade,Palm Beach,Lee,Collier,Martin,and Okeechobee Counties 8.Appraiser on landmark eminent domain cases:TESSLER,NESS TRAILER PARK,PATEL,SIMPSON v. FILLICHIO,RUBANO,PALM BEACH COUNTY(FL)vs.COVE CLUB INVESTORS,LTD. C)EXPERIENCE Over thirty-five(35)years appraising and analyzing real property interests in South Florida Partial list: RESIDENCES, RESTAURANTS/BARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTELS/MOTELS, CHURCHES, CONDOMINIUMS/COOPS, HOSPITALS &NURSING HOMES, VACANT LAND, GOLF COURSES, GOLF CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CENTERS, BANKS/THRIFT INSTITUTIONS, BOWLING ALLEYS, P.U.D.'S, INDUSTRIAL BUILDINGS, TIME-SHARE DEVELOPMENTS, ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASEMENTS, ESTATES, DIVORCES, PLANNING/LAND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATED PROPERTIES, SUGARCANE & TURFGRASS LAND, DAY CARE CENTERS, SELF-STORAGE FACILITIES, FUNERAL HOMES, ANIMAL HOSPITALS, SUBMERGED LAND, CITY CENTERS,etc. 69 Page 2 of 5 D)PARTIAL LIST OF CLIENTS PRIVATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust; American National Bank; Landmark Bank; City National Bank; BankUnited; Gateway American Bank; State Farm Bank; Englewood Bank & Trust; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CITIES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERHILL, BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACH, HALLANDALE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MIRAMAR. FLORIDA COUNTIES: BROWARD, PALM BEACH,COLLIER, OKEECHOBEE;BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS;OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, BROWARD COUNTY HOUSING AUTHORITY,STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION(DOT); STATE OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GENERAL HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Approved Vendor);U_S. TREASURY DEPARTMENT(General Counsel, I.R.S.);U.S.MARSHAL'S SERVICE—U.S.ATTORNEY'S OFFICE CENTRAL DIVISION—U.S.Dept.of Justice; VETERANS ADMINISTRATION E)EDUCATIONAL BACKGROUND-(Partial List) BACHELOR OF ARTS- Earlham College,Richmond,Indiana(1954) MBA(Nova University) - Real Estate Management&Development(National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Course 2 (AIREA) - Urban Property Valuation(Income) Course 4 (AIREA) -Condemnation Appraising Course 6 (AIREA) - Income Capitalization&Analysis Course 101(SREA) - Introduction to Appraising Course 201(SREA) - Income Property Valuation,Theory Course 202(SREA) - Applied Income Property Valuation Course 301(SREA) - Applications/Appraisal Analysis Symposium (SREA) - Market Analysis,1978,Virginia Symposium (SREA) - Market Analysis,1979,Arizona Symposium (SREA) - Market Analysis,1980,South Carolina Symposium (SREA) - Market Analysis,1981,Tennessee Symposium (SREA) - Market Analysis,1982,New Mexico Symposium (SREA) - Market Analysis,1983,Pennsylvania Symposium (SREA) - Market Analysis,1984,Georgia Symposium (SREA) - Market Analysis,1985,Vancouver,B.C. Symposium (SREA) - Market Analysis,1986,New Jersey Clinic (SREA) -#201 Instructor,1987,U.of Illinois Clinic (SREA) -#201 Instructor,1988,Illinois Seminar (SREA) - Professional Practice,1988,Florida Symposium(SREA) - Market Analysis, 1988,California Symposium(SREA) - Market Analysis, 1989,Minnesota MBA Graduate School Courses: 1990—1991 Successfully completed the following graduate school courses: - "Regulation of Real Estate Development" - "Real Properties Management" - "Legal Issues In Real Estate" - "Market Analysis and Site Selection" - "Organizational Behavior and Management' - "Human Resource Management" - "Real Estate Economics" -"R.E.Finance:Instruments,Institutions&Investment Analysis" - "Urban Infrastructure&Environmental Analysis" - "Real Estate Accounting" - "Marketing Management for Real Estate" - "Commercial Real Estate Lending" - "Construction Technology and the Building Development Process" SEMINAR (AI) - Cost Approach(1992/Boston) SEMINAR (AI) - Rates&Ratios(1992/Boston) SEMINAR (AI) - International Appraising(1992/Boston) SEMINAR (AI) - Litigation Valuation/Mock Trial(1993) SEMINAR (AI) - ADA ACT(1993/Reno) SEMINAR (AI) - Hotel Valuation(1993) SEMINAR (AI) - Income Capitalization,Methods(1993) SEMINAR (AI) - Powerlines/Electromagnetic Radiation(1994) SEMINAR (AI) - Verifying Market Data(1994) SEMINAR (AI) - Market Studies for Appraisals(1994) SEMINAR (AI) - Florida Appraiser Core Law(USPAP/1994) 70 Page 3 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) SEMINAR (AI) - Limited Appraisals&Reports(USPAP/1994) SEMINAR (AI) - Public Safety&Property Values(1995) SEMINAR (AI) - Outparcel Valuation(1995) SEMINAR (AI) - Computer Technology Video Conference(1995) SEMINAR (AI) - The Internet&the Appraiser(1996) SEMINAR (AI) - Florida Commercial Construction(1996) SEMINAR (AI) - Real Property Rights in Florida(1996) COURSE (AI) - USPAP&Florida Real Estate Core Law(1996) SEMINAR (AI) - Valuation of Trees(199 7) 3-DAY COURSE - Environmental Permitting/Mitigation/Mitigation Banking/Contamination Risk Management- Liability/Wetlands/Hazardous Wastes/LenderLiability(1997/Marco Beach.FL) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) - Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) - Non-Conforming Uses(1998) SEMINAR(AI) - The Impact of Contamination on Real Estate Value(1998) COURSE (AI) - USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) - Econometrics/Statistical Valuation Methods(1999) COURSE (AI) - 14 Hour(2-day)Advanced Spreadsheet Modeling for Valuation Applications SEMINAR(AI) - Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) - The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) - Technology Forum Part II/Intermediate(1999) SEMINAR(AI) - Client Satisfaction/Retention/Development(1999) SEMINAR(AI) - Attacking and Defending an Appraisal(1999) SEMINAR(AI) - Federal Appraisal Requirements("Yellow Book')(2000) SEMINAR(AI) - Regression Analysis in Appraisal Practice:Concepts&Applications(2000) SEMINAR(AI) -Analyzing Income Producing Properties(2000) SEMINAR(ATIF) - 1031 Tax Deferred Exchanges(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) - Mediation&Alternate Dispute Resolution Seminar(2001) SEMINAR(AI) - State of the Appraisal Profession(2001) 2-Day SEMINAR - Eminent Domain,by CLE International,Tampa,Florida(200 1) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -7 Hour National USPAP Update Course#1400(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Appraiser Independence in the Loan Process(2004) SUMMIT (AI) -Moderator at 2-day Appraisal Summit in Washington,D.C.(12/2004) SEMINAR(AI) -Loss Prevention Program for Real Estate Appraisers(2005) SEMINAR(AI) -Valuation of Wetlands(7/2005) SEMINAR(AI) -Tri-County Residential Symposium(8/2005) SEMINAR(AI) -"Cool Tools"Internet Resources and Use for Valuation(2/2006) SEMINAR(AI) -FREAB 7-Hour National USPAP Update(5/2006) SEMINAR(AI) -FREAB 3-Hour Florida State Law for Real Estate Appraisers(5/2006) SEMINAR(AI) -USPAP Scope of Work&New Requirements(8/2006) SEMINAR(AI) -USPAP Reappraising,Readdressing&Reassigning Appraisal Reports(2/2007) SEMINAR(AI) -Al Summary Appraisal Report/Residential(4/07) COURSE(Fla..) -14-Hour Continuing Education(including 3-Hour Florida Core Law)(7/2007) SEMINAR(AI) -Real Estate Fraud:Appraisers Beware!(8/2007) SEMINAR(AI) - Florida Law for Real Estate Appraisers(11/2007) COURSE(AI) -Business Practices and Ethics—8 hours(12/2007) SEMINAR(AI) -Supervisor Trainee Roles and Rules(2/2008) SEMINAR(AI) -7 Hour National USPAP(4/2008) SEMINAR(AI) -USPAP Hypothetical Conditions&Extraordinary Assumptions(5/2008) SEMINAR(AI) -Litigation Skills for the Appraiser—7-Hour Seminar(9/2008) SEMINAR(AI) -Public Sector Appraising(2/2009) 71 Page 4 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) WEBINAR(AI) -Develop an Effective Marketing Plan(3/2009) SEMINAR(AI) -Inspecting the Residential"Green House"(4/2009) SEMINAR(AI) -Property Tax Assessment(5/2010) SEMINAR(AI) -Supervisor Trainee Roles and Rules(7/2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(7/2010) SEMINAR(AI) -7-Hour Introduction to Valuation for Financial Reporting—Chicago(5/2009) SEMINAR(AI) -Government Regulations&Their Effect on R.E.Appraising(8/2009) SEMINAR(AI) -R.E.Market:How We Got Here,Where We Are,Where We're Going(10/2009) SEMINAR(AI) -7 Hour National USPAP Update Course(10/1/2010) COURSE (AI) -7 Hour Introduction to Conservation Easement Valuation(12/10/2010) SEMINAR(AI) -The Real Estate Market(2/18/2011) COURSE (AI) - 16 Hours Uniform Appraisal Standards for Federal Land Acquisitions("Yellow Boob')(2/25-26/2011) WEBINAR(AI) -Real Estate Industry Perspectives on Lease Accounting(4/7/2011) COURSE (AI) - 15 Hour Appraisal Curriculum Overview(5/19-20/2011) WEBINAR(AI) -2-hour Investment Property Accounting Standards(6/8/2011) SEMINAR(AI) -3 Hour Spotlight on USPAP—Agreement for Services(7/15/2011) COURSE (AI) - 14 Hours(2-day)Advanced Excel Spreadsheet Modeling for Valuation Applications(9/22&9/23/2011) SEMINAR(AI) - Trial Components(11/4/11) SEMINAR(AI) - Lessons from the Old Economy Working in the New(1/20/2012) 7-Hour USPAP -National USPAP Update(3/9/2012) 3-Hour Fla..Law -State Law Update(3/9/2012) SEMINAR(AI) - Appraisal Review for General Appraisers(4/12/2012) SEMINAR(AI) - Land Valuation(4/20/2012) SEMINAR(AI) - The Valuation of Warehouses(6/22/2012) SEMINAR(AI) - Town Hall Meeting:2012 Appraisal Institute Forum(7/12/2012) SEMINAR(AI) - IRS Valuation(7/19/2012) SEMINAR(AI) - 7 Hour Business Practices and Ethics Course(12/7/2012) SEMINAR(AI) - Real Estate Forecast 2013(1/25/2013) COURSE(AI) - 7 Hour Advanced Marketability Studies(5/6/2013) SEMINAR(AI) - Developing a Supportable Workfile(11/15/2013) SEMINAR(AI) - Florida Appraisal Law Course(2/7/2014) SEMINAR(AI) - Liability Issues for Appraisers performing Litigation&Non-Lending Work(2/24/2014) COURSE(AI) - 7 Hour National USPAP Update Course(4/25/2014) SEMINAR(AI) - Economic Conditions(5/16/2014) SEMINAR(AI) - Fundamentals of Going Concerns(7/16/2014) SEMINAR(AI) - Litigation Assignments for Residential Appraisers(7/24/2014) SEMINAR(AI) - Economic Engines of Miami-Dade County,Florida(1/23/2015) SEMINAR(AI) - Economic Engines Driving Broward County,Florida(5/15/2015) 3-Hour Fla.Law - Florida Real Estate Broker 14-hour Continuing Education Course (incl.3 hour core law)with exam(9/2015) SEMINAR(AI) -Drone Technology&its Effect on Real Estate Valuations(11/2015) SEMINAR(AI) -Loss Prevention for Real Estate Appraisers(1/22/2016) COURSE(AI) -7-Hour National USPAP Update Course(4/22/2016) SEMINAR(AI) -3-Hour Florida Appraisal Law(4/22/2016) SEMINAR(AI) -4-Hour Appraisals in the Banking Environment(5/6/2016) SEMINAR(AI) -Appraising the Tough One:Mixed Use Properties(8/19/2016) SEMINAR(AI) -4-Hour Business Practices&Ethics(12/02/2016)5-Year Requirement WEBINAR(AI) -2-Hour Yellow Book Changes—Overview for Appraisers(1/11/2017) SEMINAR(AI) -3-Hours Economic Engines Driving Broward County in 2017(1/27/2017) COURSE(AI) -7-Hours:Introduction to Green Buildings Principles&Concepts(2/24/2017) COURSE(AI) -4 Hours:Another View of the Tough One:Sales Comparison Approach for Mixed-Use Properties(5/19/2017) SEMINAR(AI) -4 Hours:Appraising for Federal Office of Valuation Services&Yellow Book Review(8/18/2017) COURSE(BR) -14 Hours Real Estate Continuing Education,including 3-Hour Florida Real Estate Core Law(9/13/2017) COURSE(AI) - 4-Hours:2-4 Unit Small Residential Income Property Appraisals(11/3/2017) COURSE(AI) - 15 Hours"Yellow Book"Unifonn Appraisal Standards for Federal Land Acquisitions—Passed Exam(11/10/2017) SEMINAR(AI) - 3 Hours"Hot Topics and Myths in Appraiser Liability"(1/26/2018) COURSE(AI) - 7-Hour National USPAP Update Course(2/9/2018) SEMINAR(AI) - 3 Hours Florida Appraisal Law(2/9/2018) SEMINAR(AI) - 3 Hours"Parking Impact on Florida Properties"(5/4/2018) SEMINAR(AI) - 4 Hours"Technology Tips for Real Estate Appraisers"(9/21/2018) SEMINAR(AI) - 3 Hours "Airport Appraisals) (01/25/2019) SEMINAR(AI) - 4 Hours"Understanding an Investigation by a State Appraiser Regulatory Board or Agency(5/17/2019) SEMINAR(AI) - The 50%FEMA Appraisal Rule(8/23/2019) COURSE (BR) - 14 Hours Required Education(8 hrs.Specialty Education;3 hrs.Core Law,3 hrs.Business Ethics(9.3.2019) SEMINAR(AI) - Artificial Intelligence,AVMs,and Blockchain:Implications for Valuation. (1/24/2020) 72 Page 5 of 5 F)APPRAISAL TEACHING EXPERIENCE Licensed by the Florida Department of Education to Teach(Certificate No.275236). Authored and taught Residential and Commercial Real Estate Appraisal Courses for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers. Taught Course 201 - Society of Real Estate Appraisers. Taught Appraisal Seminars-Board of Realtors,ASA, SREA,and Al (Appraisal Institute). Adjunct Professor, University of Florida Division of Continuing Education: (taught Course 2, "Real Estate Principles and Practices" to prospective Florida Real Estate Brokers). G)PROFESSIONAL OFFICES HELD/AWARDS NATIONAL B.O.D.MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTITUTE (2006-2008) AWARD - Appraisal Institute`NATIONAL PRESIDENTS AWARD"2008 AWARD - Appraisal Institute"LIFETIME ACHIEVEMENT AWARD"2011 For"high ethical standards,contributions to the Appraisal Institute,Community and Appraisal Profession for at least 20 years." CHAIR - REGION X -All of Florida -Appraisal Institute(2008) VICE-CHAIR - REGION X -All of Florida -Appraisal Institute(2007) THIRD DIRECTOR - REGION X -All of Florida -Appraisal Institute(2006) FINANCE OFFICER - REGION X—All of Florida—Appraisal Institute(2006) PRESIDENT - BROWARD COUNTY,SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY,AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA.STATE GOVERNMENT RELATIONS SUBCOMMITTEE OF Al CHAIR - FLA.STATE LEGISLATION&REGULATION SUBCOMMITTEE OF Al G)PROFESSIONAL OFFICES HELD/AWARDS CHAIR - FLORIDA REALTORS COMMITTEE ON COMMITTEE REFORMS CHAIR - EDUCATION COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - CANDIDATES GUIDANCE COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - NATIONAL Valuation for Financial Reporting PROJECT TEAM OF Al VICE CHAIR&MEMBER - NATIONAL GOVERNMENT RELATIONS COMMITTEE OF Al(15 Years) MEMBER - NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEMBER - NATIONAL PUBLIC AFFAIRS COMMITTEE OF Al DIRECTOR - REGION X(Florida)Appraisal Institute MEMBER - REGION X(FLORIDA)ETHICS AND COUNSELING PANEL DIRECTOR - BROWARD COUNTY,FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL MEMBER OF Al SPECIAL MASTER - BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT,Broward County,FL MEMBER - 2013 APPRAISAL INSTITUTE NATIONAL BUSVAL PROJECT TEAM H)PROFESSIONAL PUBLICATIONS&PRESENTATIONS Wrote and taught a basic Residential Appraisal Course for the Broward County Adult Education Div.of the Dept.of Education; Wrote and taught an Income Appraisal Course for the Broward County Adult Education Division of the Department of Education; Co-authored and taught an appraisal course on Mortgage-Equity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3-hour accredited course in"The Legislation,Regulation and Appraisal of Real Property Rights in Florida September 7,1996. Presentation on"Gramm-Leach-Bliley"Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisers on October 24,2001. Presented 3-hour Florida CEU-credit seminar on"Appraisers and the Gramm-Leach-Bliley Act"before the South Florida Chapter of the Appraisal Institute on July 27,2002. Presenter at 6.5 Hour CLE-credit Attorney Seminar on Florida Eminent Domain,"Valuation and Damage Issues" February 2,2006, Fort Lauderdale,Florida P CIVIC INVOLVEMENT MEMBER OF ROTARY INTERNATIONAL/PAUL HARRIS FELLOW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBER FLORIDA PHILHARMONIC BROWARD TRUSTEES MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP("BYBLOS") MEMBER CIRCLE OF FRIENDS—NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MEMBER OF THE FORT LAUDERDALE/BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LIFETIME HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MEMBER NATIONAL&FT.LAUDERDALE COUNCILS U.S.NAVY LEAGUE U.S.ARMY VETERAN WWII(RA 1721268 1)-HONORABLE DISCHARGE 1949 73 I of Vance Beal Estate Service Claudia Vance, MAI Appraiser - Real Estate Analyst Reviewer Vance Real Estate Service - 7481 NW 4 Street Plantation - FL - 33317 Office: 954.583.2116 Cell: 954.647.7148 Email:vanceval(a,att.net Web Site:www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Designated appraisers perform the appraisal work,no trainees. Our appraisals are used for financial/mortgage loan purposes from large mixed use complexes to small owner-occupied properties. We have the qualifications for appraisals submitted to SBA. Jesse B.Vance,Jr.,MAI, SRA,ASA and Claudia Vance,MAI are qualified as expert witnesses for eminent domain,deficiency judgments,marriage dissolution,and estates. Our firm values most types of real property interests,timely,professionally,and at competitive costs. PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/LICENSES MAI Designation-APPRAISAL INSTITUTE No.9451 State-Certified General Real Estate Appraiser No.RZ-173 Florida State Licensed Real Estate Broker No.BK 0161305 VOSB Veteran-Owned Small Business(CCR/Duns 826494957) B)WORK HISTORY 1983-Current Vice President-Vance Real Estate Service 1981-1983 President-The Appraisal Company,Fort Lauderdale,Florida C)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION U.S.Bankruptcy Court,Southern District of Florida Florida Circuit Court:Broward County D)PROFESSIONAL DEVELOPMENT PROGRAM REGISTRIES Valuation of Sustainable Buildings: Cormnercial Valuation of Sustainable Buildings: Residential E)EXPERIENCE:35+years appraising and analyzing real property interests in South Florida. F)APPRAISER SPECIAL MAGISTRATE FOR THE BROWARD CO VALUE ADJUSTMENT BOARD 2002-2010 Partial list of real property types valued: High value residences,Condominiums/Co-operatives,Office,Industrial,Multi-family,Restaurants/bars,Auto dealerships,City Centers, Hotels/motels, Houses of worship, Schools, Child care centers, Self-storage, Funeral home, Animal Hospital, Mixed use,Nursing homes,Gas sales stations,Marinas, Mobile home parks, Shopping centers, Country clubs/golf courses,Financial institutions,Bowling centers,Vacant land, Agricultural properties,Environmentally sensitive land Tvpes of Reports: Market Value, Eminent Domain, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Valuations,Estate planning,Marriage dissolution,Land use studies,Damage/Contamination studies 74 2 of G)PARTIAL LIST OF CLIENTS— PRIVATE: Individuals,Corporations,Attorneys,Accountants,Habitat for Humanity,Seminole Tribe of Florida COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bank;American National Bank;Landmark Bank;City National Bank;Englewood Bank&Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES,TITLE INSURANCE COMPANIES FLORIDA CITIES: Fort Lauderdale, Plantation, Cooper City, Deerfield Beach, Tamarac, Oakland Park, Wilton Manors, Davie,Hollywood,Pembroke Pines,Hallandale Beach,Lauderhill, Southwest Ranches,Miramar,Boca Raton,Boynton Beach, West Palm Beach,Delray Beach FLORIDA COUNTIES and AGENCIES: Broward,Palm Beach,Broward County Board of County Commissioners,School Board of Broward County,Broward County Housing Authority STATE OF FLORIDA Department of Transportation(FDOT),Department of Environmental Protection U.S.Department of Veterans Affairs,U.S.Department of Treasury(IRS),U.S Marshall's Service,U.S.Attorney Hl EDUCATIONAL BACKGROUND Academic: Bachelor of Arts Degree—University of New Orleans,New Orleans,LA—Major: English Professional: Symposium (SREA)- Market Analysis,1983,Philadelphia Symposium (SREA)- Market Analysis,1984,Atlanta Symposium (SREA)- Market Analysis,1985,Vancouver Symposium (SREA)- Market Analysis,1986,Atlantic City Symposium (SREA)- Market Analysis,1988,Los Angeles SEMINAR(AI) -Cost Approach(1992/Boston) SEMINAR(AI) -Rates&Ratios(1992/Boston) SEMINAR(AI) -International Appraising(1992/Boston) SEMINAR(AI) -Litigation Valuation/Mock Trial(1993) SEMINAR(AI) -ADA ACT(1993/Reno) SEMINAR(AI) -Hotel Valuation(1993) SEMINAR(AI) -Income Capitalization,Methods(1993) SEMINAR(AI) -Powerhnes/Electromagnetic Radiation(1994) SEMINAR(AI) -Verifying Market Data(1994) SEMINAR(AI) -Market Studies for Appraisals(1994) SEMINAR(AI) -Florida Appraiser Core Law(USPAP/1994) SEMINAR(AI) -Limited Appraisals&Reports(USPAP/1994) SEMINAR(AI) -Public Safety&Property Values(1995) SEMINAR(AI) -Outparcel Valuation(1995) SEMINAR(AI) -Computer Technology Video Conference(1995) SEMINAR(AI) -The Internet&the Appraiser(1996) SEMINAR(AI) -Florida Commercial Construction(1996) SEMINAR(AI) -1996 Data Exchange(1996) SEMINAR(AI) -Real Property Rights in Florida(1996) COURSE (AI) -USPAP&Florida Real Estate Core Law(1996) SEMINAR(AI) -Valuation of Trees(1997) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) -Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) -Non-Conforming Uses(1998) SEMINAR(AI) -The Impact of Contamination on Real Estate Value(1998) COURSE (AI) -USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) -Econometrics/Statistical Valuation Methods(1999) SEMINAR(AI) -Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) -The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) -Technology Forum Part II/Intermediate(1999) SEMINAR(AI) -Client Satisfaction/Retention/Development(1999) SEMINAR(AI) -Attacking and Defending an Appraisal(1999) SEMINAR(AI) -Federal Appraisal Requirements(2000) SEMINAR(AI) -Regression Analysis in Appraisal Practice:Concepts&Applications(2000) 3 of4 H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(AI) -Analyzing Income Producing Properties(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) -Mediation&Alternate Dispute Resolution Seminar(200 1) SEMINAR(AI) -State of the Appraisal Profession(2001) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -National USPAP Course(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Loss Prevention(2005) SEMINAR(AI) -Single Family Fraud Awareness(2005) SEMINAR(AI) -Guide to the new URAR form(2005) SEMINAR(AI) -Technologies for Real Estate Appraisers(2006) SEMINAR(AI) -The Appraiser's Role in New Urbanism(2006) SEMINAR(AI) -National USPAP Update(2006) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2006) SEMINAR(AI) -Scope of Work and the New USPAP Requirements(2006) SEMINAR(AI) -Energy Star and the Appraisal Process(2006) SEMINAR(AI) -Reappraising,Readdressing,and Reassigning Appraisals(2007) SEMINAR(AI) -Real Estate Fraud(2007) SEMINAR(AI) -Forecasting Revenue(2007) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2007) COURSE(AI) -Business Practice and Ethics#420(2007) SEMINAR(AI) -Supervisor—Trainee Roles and Rules(2008) COURSE(AI) -7 Hour National USPAP Update#400(2008) SEMINAR(AI) -Hypothetical Conditions and Assumptions(2008) SEMINAR(AI) -Real Estate Economy(2008) SEMINAR(AI) -Public Sector Appraising(2009) SEMINAR(AI) -Inspecting the residential"green"house(2009) WEBINAR(AI) -Value for Financial Reporting(2009) SEMINAR(AI) -The Real Estate Market in 2009 SEMINAR(AI) -New Government Regulations(2009) SEMINAR(AI) -Property Tax Assessment(2010) SEMINAR(AI) -7 Hour National USPAP(2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2010) SEMINAR(AI) -Supervisor/Trainee Roles and Rules(2010) SEMINAR(AI) -The Real Estate Market(2011) SEMINAR(AI) -Uniform Appraisal Standards for Federal Land Acquisitions-"Yellow Boob'(2011) COURSE(AI) -15 Hour Appraisal Curriculum Overview(2011) SEMINAR(AI) -Spotlight on USPAP—Agreement for Services(2011) SEMINAR(AI) -Trial Components(2011) SEMINAR(AI) -Lessons from the Old Economy Working in the New(2012) SEMINAR(AI) -Appraisal Review for General Appraisals(2012) COURSE(AI) -National USPAP Update(2012) SEMINAR(AI) -Florida Law(2012) SEMINAR(AI) -Land Valuation(2012) SEMINAR(AI) -Valuation of Warehouses(2012) SEMINAR(AI) -IRS Valuation(2012) SEMINAR(AI) -Business Practices and Ethics(2012) SEMINAR(AI) -Real Estate Forecast(2013) SEMINAR(AI) -Advanced Marketability Studies(2013) SEMINAR(AI) -Developing a Supportable Workfile(2013) 76 4 of H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(Al) -Florida Appraisal Law(2014) SEMINAR(Al) -Liability Issues for Appraisers performing Litigation&Non-Lending Work(2014) COURSE(Al) -7 Hour National USPAP Update Course(2014) SEMINAR(Al) -Florida Law(2014) SEMINAR(Al) -New Real Estate Economy(2014) SEMINAR(Al) -Economic Engines of Miami-Date County(2015) SEMINAR(Al) -Economic Engines of Broward County(2015) SEMINAR(Al) -Tightening the Appraisal(2015) SEMINAR(Al) -Evaluating Commercial Construction(2015) SEMINAR(Al) -Drone Technology(2015) SEMINAR(Al) -Loss Prevention for Appraisers(2016) COURSE(Al) -7 Hour National USPAP Update(2016) SEMINAR(Al) -Florida Law(2016) SEMINAR(Al) -Redefining the Appraisal&Its Role in an Evolving Banking Environment(2016) SEMINAR(Al) -The Tough One,Mixed use properties(2016) SEMINAR(Al) -Business Practices&Ethics(2016) SEMINAR(Al) -Economic Engines Driving Broward County(2017) SEMINAR(Al) -Introduction to Green Buildings&passed exam(2017) SEMINAR(Al) -Another View of the Tough Ones(2017) SEMINAR(Al) -Appraising for the Office of Valuation Services,Department of the Interior(2017) SEMINAR(Al) -Case Studies in Appraising Green Residential Buildings&passed exam(2017) SEMINAR(Al) -Uniform Appraisal Standards for Federal Land Acquisitions&passed exam(2017) SEMINAR(Al) -Hot Topics&Myths in Appraiser Liability(2018) COURSE(Al) -7 Hour National USPAP Update(2018) SEMINAR(Al) -Florida Law(2018) SEMINAR(Al) -Parking&Its Impact on Florida Properties(2018) SEMINAR(Al) -What's New in Residential Construction(2018) SEMINAR(Al) -Valuation Resources for Solar Photovoltaic Systems(2018) SEMINAR(Al) -Technology Tips for Real Estate Appraisers(2018) SEMINAR(Al) -Residential&Comnnercial Valuation of Solar&passed exam(2018) SEMINAR(Al) -Airport Appraisals(2019) SEMINAR(Al) -Practical Applications in Appraising Green Commercial Properties&passed exam(2019) D PROFESSIONAL INVOLVEMENT Region X Representative of the Appraisal Institute 2006—2009 President of the South Florida Chapter of the Appraisal Institute-2003 First Vice-President of the South Florida Chapter of the Appraisal Institute-2002 Second Vice-President of the South Florida Chapter of the Appraisal Institute-2001 Secretary of the South Florida Chapter of the Appraisal Institute-2000 Treasurer of the South Florida Chapter of the Appraisal Institute-1999 Chair of the Education Committee of the S.Florida Chapter of the Appraisal Institute-1995,1996,1997,1998,2007-2018 Director of the South Florida Chapter of the Appraisal Institute 1996-1998 Member of Region X(Florida)Ethics and Counseling Panel—Al Graduate of the Florida REALTORS Institute(GRI) J) CIVIC INVOLVEMENT Member of the Navy League of the United States—Fort Lauderdale Council Lifetime Honorary Member-Florida Sheriff s Association Member of Zeta Tau Alpha Alumnae Fraternity 77 d , k `r e /:r)fj(fE/ -�7C�n,•�. 7��"rw,�'' s� �J / r��`G''i""C��i��re�Ci�/"Cx�[�� !�'4J y S �{{{ ✓t ,!j � � ,.-`."(��/�j /2. ��(��)� (/ f 4...•1S Com/ 0 L11- ff Irl i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 NEW BUSINESS AGENDAITEM: 14.C. SUBJECT: Discussion and Consideration of a Lease Extension Request for Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates located at 511 E. Ocean Avenue SUMMARY: The C RA purchased the properties located at 511, 515 & 529 East Ocean Avenue on December 16, 2021 (see Attachment 1). At the time of the closing there were several active leases that were assigned to the CRA (see Attachment 11). Pursuant to Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates' lease, dated October 15, 2019, it is due to expire October 15, 2022 (see Attachment 111). Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates has secured office space at 1903 S. Congress Avenue, Suite 350, Boynton Beach, FL. The office requires renovations/interior build-out. The permit was approved in early August and the general contractor estimates it will take approximately twelve (12)weeks to complete the build-out. Attached is an email from the tenant requesting a lease extension to December 1, 2022 (see Attachment IV).All other terms of the lease remain in effect. The attached lease extension is for two (2) months bringing the extension through December 15, 2022. The lease extension was prepared by CRA legal, has been executed by the tenant and requires CRA Board approval (see Attachment V). CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve a two (2) month lease extension to December 15, 2022 for Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates. 2. Do not approve a two (2) month lease extension to December 15, 2022 for Harvey E. Oyer, Jr., Inc. d/b/a Oyer, Macoviak and Associates. 3. Alternative direction to staff and legal counsel upon further discussion. ATTACHMENTS: Description D Attachment I -Warranty Deed D Attachment II -Assignment of Leases D Attachment III - Lease D Attachment IV - Request for Lease Extension D Attachment V - Lease Extension Precured by and return to: Kenneth W.Dodge Lewis,Longman& Walker,P.A. 360 South Rosemary Avenue,Suite 1100 West Palm Beach,FL 33401 Telephone: 561-640-0820 File Number: 21-0060 [Space Above This Line For Recording Data] Special Warranty Deed This Special Warranty Deed made this 16th day of December, 2021, between 500 Ocean Properties, LLC, a Florida limited liability company,whose post office address is 511 E. Ocean Avenue,Boynton Beach,FL 33435, grantor; and Boynton Beach Community Redevelopment Agency,a public agency created pursuant to Chapter 163,Part II1,of Florida Statutes,whose post office address is 100 E.Ocean Avenue,4th Floor,Boynton Beach, FL 33435, grantee: (Whenever used herein the terms grantor and grantee include all the parties to this instrument and the heirs,legal representatives,and assigns of individuals, and the successors and assigns of corporations,trusts and trustees) Witnesseth,that said grantor, for and in consideration of the sum TEN AND NO/100 DOLLARS($10.00)and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained,and sold to the said grantee, and grantee's heirs and assigns forever,the following described land,situate, lying and being in Palm Beach County,Florida,to-wit: PARCEL 1: Lot 10, Less the South 8 feet thereof, and the West 7 feet 8 inches of Lot 11, Less the South 8 feet thereof, Block 6, Boynton,according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County,Florida. PARCEL 2: The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, in Block 6, Boynton, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. PARCEL 3: 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. Together with all the tenements,hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold,the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in feesimple; that the grantor has good right and lawful authority to sell and convey said land:that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by,through or under grantors. In Witness Whereof,grantor has hereunto set grantor's hand and seal the day and year first above written. DoubleTime® Signed,sealed and delivered in our presence: r 500 Ocean Proetie LC Z/' -- Witness c me: n _ Hary F.Der, 1 ,Man'f[r Member t° Witness Name: (Corporate Sea]) State of Florida County of Palm Beach The foregoing instrument was acknowledged before me by means of[X] physical presence or online notarization, this 16th day of December, 2021, by Harvey E. Oyer, 111 of 500 Ocean Properties, LLC, on behalf of the corporation. He/she [j is personally known to me or[X]has produced a driver's license as identific )n. 11 [Notary Seal] Notary Public Printed Name: ,�0 GINGER CARLISLE ROGERS � CommWonfG0963105 My Commission Expires: 10w Expires Ml"10,2024 Special warranty Deed-Page 2 DoubleTime® ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF LEASES (herei a referred to as the "Assignment") is made and entered Into as of the day of December, 2021, by and between SW OCEAN PROPERTIES, LLC, a Florida limited liability company (hereinafter referred to as "Assignor"), and BOYNTON BEAM COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part iIi, of Florida Statutes (hereinafter referred to as"Assignee"),who agree as follows: 1. Assi nment and Assurrlotion.. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign all of Assignor's right,title and interest as Landlord in,to and under those certain Lease Agreements (together with any and all amendments, modifications and renewals thereto) attached hereto as Exhibit "A" and made a part hereof (hereinafter referred to as the "Lease"), pertaining to the real property described therein (hereinafter referred to as the "Premises"), together with all security deposits, if any, referred to in the Leases. Assignee hereby accepts the foregoing assignment and assumes and agrees to perform the obligations of the Landlord under the Leases to be performed on and following the date hereof. 2. , qA rAnties. Representations and Covenants. Assignor hereby warrants, represents and covenants as follows as to the Leases: (a) The Leases are In full force and effect and have not been modified or amended. (b) Assignor knows of no claims of default by the Tenant under the Leases. (c) Assignor has full power and authority to assign the Leases and the Leases have not been previously assigned or pledged as collateral in connection with any financing of the property. (d) Assignor Is unaware of any condition which with the passage of time,the giving of notice, or both, would constitute a default by either Assignor or the Tenant under the Leases. 3. Indemnification, Assignor does hereby agree to defend, indemnify and hold harmless Assignee from any liability, damages, causes of action, expenses and reasonable attorneys' fees incurred by Assignee by reason of the failure of Assignor to have performed and discharged all obligations and liabilities of the Landlord to be performed pursuant to the Leases prior to the date of this Assignment. Assignee does hereby agree to defend, indemnify and hold harmless Assignor from any liability, damages, causes of action, expenses and reasonable attorneys' fees incurred by Assignor by reason of the failure of Assignee to have MS4220-t Assignment and Assumption of Lease Page 2 of 3 performed and discharged all obligations and liabilities of the Landlord to be performed pursuant to the Leases from and after the date of this Assignment. 4. Attorneys' Fees. In the event of any litigation between the parties arising under this Assignment, the prevailing parry in such litigation shall be entitled to recover from the non-prevailing party its reasonable attorneys'fees and other legal expenses. 5. Successors @_nd Assigns. This Assignment shall bind and benefit the parties hereto and their respective successors and assigns. 6. Notice to Tenant. Notice of this Assignment may be given by either Assignor or Assignee to the Tenant under the Leases. ASSIGNOR: ASSIGNEE: 500 OCEAN P, OPERTIES,LLC BOYNTON BEACH COMMUNITY t`� REDEVELOPMENT AGENCY H EYE.O R, pi, M aging Member Steven B. Grant,Chair Date: .% 'F %' Date: 01364920-1 Assignment and Assumption of Lease Page 2 of 3 performed and discharged all obligations and liabilities of the Landlord to be performed pursuant to the Leases from and after the date of this Assignment. 4. Attorneys' Fees. In the event of any litigation between the parties arising under this Assignment, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party its reasonable attorneys'fees and other legal expenses. 5. Successors and Assigns. This Assignment shall bind and benefit the parties hereto and their respective successors and assigns. 6. Notice to Tenant. Notice of this Assignment may be given by either Assignor or Assignee to the Tenant under the Leases. ASSIGNOR: ASSIGNEE: 500 OCEAN PROPERTIES, LLC BOYNTON BEACH COMMUNITY REDCVELO NCY HARVEY E. OYER, 111, Managing Member Steven B. Grant, Chair Date: _ Date: 01584320-1 Assignment and Assumption of Lease Page 3 of 3 Exhibit "A" Lease Agreements See Attached Leases: Scott Rudderow Freddy Brinley _Oyer, Macoviak and Associates Cafe Barista, Inc. Kala Marketing Group Florida Technical Consultants, LLC 01584220-1 SCOTT RUDDEROW APT. #3 RENEWAL RESIDENTIAL LEASE AGREEMENT THIS RESIDENTIAL LEASE AGREEMENT ("Lease") is made effective as of the 15th day of November 2017, between 500 OCEAN PROPERTIES. LLC, a Florida limited liability company, whose mailing address is 511 East Ocean Avenue, Boynton Beach,Florida 33435("LANDLORD")and SCOTT RUDDEROW('`TENANT"),whose address shall be the address of the"Property"described below. WITNESSETH: That LANDLORD, for and in consideration of the covenants, agreements and conditions herein contained,on the part of TENANT to be kept and performed,does hereby lease to TENANT,and TENANT does hereby lease from LANDLORD,the one bedroom, one bathroom apartment located at 517 1/2 East Ocean Avenue,Apartment No.3,Boynton Beach, Florida 33435("Property''). The tcrms and cunditiuns of this Lcasc are as fulluws: 1. TERM. The term of this Lease shall be for one (1) year, commencing on November 15,2017,and unless earlier terminated in accordance with the terms of this Lease,expiring at 12:00 midnight on November 14,2018. 2. RENT. (a) TENANT agrees to pay to LANDLORD in lawful money of the United States each month during the Term of this Lease, the sum of Seven Hundred and No/100 Dollars($700.00) ("Rent"). Rent shall be paid at LANDLORD'S address stated above,or at such other place as LANDLORD may specify in writing. (h) In addition to any other rights of LANDLORD hereunder, In the event TENANT shall fail to pay rent or other sums due hereunder on its due date.TENANT shall pay to LANDLORD a late fee in the amount of Twenty and No/]00 Dollars for each calendar day that the rent is late beyond the due date. The late fee is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. 3. SECURITY DEPOSIT. Upon execution hereof:TENANT shall pay to LANDLORD:(i)the sum of Seven Hundred and No/100 Dollars($700.00)as prepaid first month's rent: and (ii) the sum of Seven Hundred and No/100 Dollars ($700.00) as prepaid last month's rente: and (iii) the sume of Seven Hundred and No/100 ($700.00) representing the Security Deposit. This is a total of Two Thousand One Hundred and No/100 Dollars($2100.00) 4. OCCUPANCY AND USE OF THE PREMISES. (a) TENANT shall occupy the Property as a residential apartment for TENANT only.TENANT shall not change,alter or install locks without the prior written consent of LANDLORD. (b) TENANT shall not allow any pets or animals greater than ten (10) pounds on the Property without LANDLORD'S prior written consent(which shall be given or denied in LANDLORD's sole and absolute discretion). If LANDLORD, in its sole and absolute discretion,allows TENANT to have an animal in excess often(10)pounds on the Property, TENANT shall pay to LANDLORD an additional security deposit of Five Hundred and No/100 Dollars($500.00)to protect LANDLORD from costs and expenses associated with damage to the Property caused by the animal or cleaning costs resulting from animal being on the Property("Animal Security Deposit"). In addition, TENANT shall obtain a liability insurance policy covering risks associated with owning the animal, with limits of no less than $100,000 per incident, naming LANDLORD as an additional named insured,and requiring thirty(30)days advance written notification to I.ANni.01111 prior to any modification, termination, or expiration of the liability insurance policy. If LANDLORD determines that TENANT did permit pets or animals on the Property in violation of the foregoing restriction, or if TENANT's pet has caused damage to. or the need to clean, the Property, such breach shall be considered a material breach entitling LANDLORD to all remedies provided for herein, including but not limited to retention of the Animal Security Deposit and immediate eviction. TENANT hereby acknowledees and n reel that TENANT shall be solei and e nally responsible for all loss costs dame es or ig'u caused TENANT'S ets and shall Indemnify LANDLORD and all third parties who suffer loss cost.-Injun,or dams a as s a result of TENANT'S ets beige located on the Property. (c) No smoking= shall be permitted within the apartment, in the hallways, or common areas at anytime with no exce tions. TENANT acknowledees that t each apartment contains a as stove/oven and that smoking within the 9M rtment hallways,or common areas by TENANT ses a hazard to all p±rsons in the buildin . (d) TENANT shall abide by and comply with all reasonable rules and regulations now or hereafter promulgated by LANDLORD and all ordinances and laws of all governmental entities,whether federal,state or local,having jurisdiction in the matter. TENANT shall neither permit not commit,whether with or without knowledge or consent, any immoral, improper or unlawful practice or act in or upon the Property. TENANT agrees not to make,nor permit to be made,any disturbance,noise or annoyance of any kind which is detrimental to the Property. TENANT shall not, in any manner,alter,damage or deface the Property. (e) Provided that TENANT abides by all terms, obligations, and covenants of this Lease, TENANT shall enjoy quiet and peaceful possession of the Property during the Term. 5. UTILITIES. (a) During the Term, LANDLORD shall pay the cost of water and sewer service, garbage service,gas service,and quarterly pest control. During the Term, TENANT agrees to pay all utility charges for electricity,telephone,television/internet,and any other utilities or services used at the Property, including all installation and activation fees and any deposits required by such utility providers. (b) Except in the instance of LANDLORD'S negligence.LANDLORD shall not be liable to TENANT in the event any utility services are interrupted or become unavailable. for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction,nor be deemed an interference with TENANT's occupancy of the Property,nor shall Rent he abated during any such period of interruption or unavailability. 6. MAINTENANCE AND REPAIRS:HURRICANE PROTECTION_: SURRENDER OF PROPERTY: AND INSURANCE. (a) TENANT shall,at its sole expense,keep and maintain the Property in good,clean and sanitary condition and repair during the Term of this Lease. Except for repairs due to TENANT's misuse,waste,or neglect or that of TENANT's family members, agents or visitors.the LANDLORD will be responsible for the repair and replacement of the roof:air conditioning system.and appliances. (b) TENANT shal I not drain,nor permit the drainage of:grease into the toilets or sinks. (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) LANDLORD shall engage a professional pest control contractor to provide calendar quarterly pest control service. (e) TENANT shall.at the end of the Lease term,surrender and deliver to LANDLORD the Property,without demand. "broom clean" and in the same condition as it existed on the commencement date hereof,reasonable wear and tear excepted. (f) During the Term, TENANT shall provide,at TENANT'S expense. any insurance that TENANT desires to insure TENANT'S personal property located at the Property. Under no circumstance shall LANDLORD be res onsible or liable for TENANT'S Mrsonal,,Lroggrtv Iocated at the Property. 7. NO ADDITIONS OR ALTERATIONS. (a) TENANT shall not make any additions, changes or alterations in and upon the Property(including,without limitation,painting of portions of the Property) of any nature whatsoever without the prior written consent of LANDLORD,which consent may be given or withheld in LANDLORD's sole discretion. LANDLORD may remove or change, at TENANT's cost and expense, any addition. change or alteration made by TENANT without LANDLORD's consent,the charge for which shall be paid by TENANT upon demand. TENANT shall not permit or install nails, screws or adhesive hangers except standard picture hooks: and no nails, screws or hangers may be placed in walls. woodwork or any part of the Property. (b) No personal propcity, appliances or fixtures shall be removed by TENANT without the prior written consent of LANDLORD. LANDLORD's interest in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services,labor or materials performed at TENANT's request. (c) If any lien is filed against the Property for improvements or work claimed to have been done or for materials claimed to have been furnished to TENANT, the lien shall be discharged by TENANT within ten (10) days thereafter, at TENANT's expense, and TENANT shall indemnify LANDLORD for any loss, cost, or expense incurred by LANDLORD as a result of TENANT'S violation of this provision. The foregoing indemnification shall survive termination or expiration of this Lease. 8. DESTRUCTION BY CASUALTY. In the event the Property or any portion thereof may be rendered untenantable by reason of fire, explosion or any other casualty, LANDLORD, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty (60) days thereafter. or terminate this Lease. In such event. LANDLORD shall give TENANT ten(10)days'notice in writing of LANDLORD's intention to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property. LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which the Property is or remains untenantable shall be abated or apportioned. 9. PROPERTY LOSS. DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members,agents,licensees or invitees,for damage to persons or property caused by any individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the presence of bugs,vermin or insects in the Property. TENANT hereby releases LANDLORD from any and all claims for loss, damage or injury of any nature whatsoever to person or property, including (without limitation)damage caused by theft,vandalism,water,smoke,fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims, liabilities,actions,causes of action,damages,costs and expenses whatsoever which may arise out of,result from or be attributable to TENANT's use or occupancy of the Property,or any act or omission thereon (whether by TENANT. TENANT's family members, agents, employees. licensees or invitees), which indemnification shall include attomeys'fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration of this Lease. (d) LANDLORD'S insurance does not cover loss or damage to any of TENANT's personal property or possessions. If TENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall obtain and pay for any such insurance coverage. 10. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the Property or any part thereof nor assign(voluntarily or by operation of law)this Lease or any interest therein, nor mortgage nor encumher the Property or this Lease. 11. RIGHT OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours. LANDLORD' entry into the Property shall be for the purpose examining it and to, in LANDLORD's sole discretion, make such repairs and alterations as LANDLORD may deem necessary to insure the orderly and proper maintenance of same. In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLORD's intention to do so, for the purpose of showing the Property to prospective:(i)tenants;(ii)purchasers;or(iii)mortgagees. 12. DEFAULT. (a) If TENANT shall fail to pay any installment of Rent or other sums on the due date or if TENANT should fail to keep and perform each and every one of the terms and conditions of this Lease,then and in any of such events,TENANT will be in default hereunder. If TENANT should become in default hereunder,LANDLORD will have any and all of the rights and remedies which the law of Florida confers upon a landlord against a tenant in default, including, without limitation, the right to: (i) terminate this Lease and sue for unpaid Rent;and/or(ii)accelerate the entire unpaid balance of the Rent for the Term of this Lease and sue for the collection of such Rent; and/or (iii)take possession of the Property(and any and all of TENANT's personal property therein)and, at LANDLORD's option,rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may remove TENANT's personal property and store same at the expense of TENANT, without being liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT. LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting(including,without limitation, the cost of brokerage,repair,alteration and all other sums)and apply any remaining Rent or proceedings to payment of Rent and other sums due hereunder and TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefunded balance of the Security,then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity. In the event TENANT shall fail to vacate the Property as and when required hereunder.TENANT shall be deemed a tenant at sufferance and, in addition to any other rights and remedies accorded to LANDLORD,TENANT shall be charged, for each day during its occupancy, an amount equal to 2501/6 of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) If, by reason of a default hereunder, a party employs an attorney to enforce or otherwise protect its rights hereunder and such party prevails in litigation resulting from the default, the non-prevailing party will owe and will pay the prevailing party's reasonable attorneys' fees (including fees at trial and appellate levels) and costs and expenses. 13. APPLIANCES AND AIR CONDITIONING. All fixtures and appliances at the Property are supplied by LANDLORD for the Term of this Lease and are owned by LANDLORD. 14. SUBORDINATION. This Lease is subject and subordinate to all ground or underlying leases,encumbrances, mortgages and other matters which may now or hereafter affect or become a lien upon the Property(or any portion thereof)and to any renewals,modifications,amendments,replacements or extensions thereof. TENANT shall execute any and all instruments as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT hereby irrevocably appoints LANDLORD as TENANT's attorney-in-fact to execute any and all such instruments. 15. CUMULATIVE REMEDIES: LAWS: NOTICES: INVALIDITY,• WAIVER: SURRENDER: ENTIRE AGREEMENT: SUCCESSORS AND ASSIGNS. All rights and remedies hcrcin created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in this Lease. This Lease shall be construed in accordance with Florida lay. All notices shall be hand-delivered or mailed by certified mail,return receipt requested,to LANDLORD at the address for payment of Rent and to TENANT(after the date ofcommencement of the Term of this Lease)at the property address. Notices to TENANT mailed in accordance with the terms hereof shall be deemed given when mailed: however, notices to LANDLORD shall be deemed received only upon actual receipt.Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions,all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be deemed an acceptance of a surrender of the Property or this Lease, and no agreement to accept the Property and surrender the Lease shall be valid unless in writing signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not operate as a termination of this Lease or a surrender of the Property. The failure of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. Receipt of Rent by LANDLORD with knowledge of breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANULUKU and no payment of Rent of a lesser amount than that due, nor any endorsement or statement on a check, shall be deemed an accord and satisfaction and LANDLORD may accept such check or payment without prejudice to its right to recover any unpaid rent or other sums, or to pursue any remedy provided in this Lease. This Lease contains the entire agreement between the parties with respect to the IN WITNESS WHEREOF, the parties hereto have executed this Leasc on the date and year first above written. WITNESSES: LANDLORD: 500 Ocean Properties, LLC By: Christian Macoviak, its Managing Member TENANT; ° .� Scott iddemlwv Phone (W) e a_ - 16 - �... Email 1 2-&(P-5f-94#-4'1.EON, Emergency Contact jl>M�c►a'i?'i� ��v..t� (5'(r1 rID/_-5&51 subject matter and supersedes any prior or oral agreements or understandings. All promises,covenants and agreements set forth in this Lease shall be binding upon and inure to the benefit of the parties hereto, and (to the extent permitted) their respective heirs, personal representatives.successors and assigns. 16. RADON GAS. 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 requirements have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. [SIGNATURES CONTAINED ON FOLLOWING PAGES] Renewal Lease Agreement June 24,2021 500 Ocean Properties, LLC and Scott Rudderow ("tenant") agree to renew lease on said premises know as 517%E Ocean Ave Apt#3, Boynton Beach,FL 33435, original lease dated 15th day of November 2018. For good consideration 500 Ocean Properties, LLC and Scott Rudderow("tenant") agrees to extend the said lease for a period of Mix-months,starting date of 15th day of July 2021 and terminating on the 14th day of January 2022. The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. Rent will increase to $745.00(seven hundred forty five). All other lease terms shall remain unchanged and continue during the lease extension period as is set forth herin. This agreement shall be binding upon and shall insure the benefit of the parties,their successors, assigns, personal agents and managing members. Landlord Date — its — L Tenant ! w -- ate - - FREDDY BRINLEY APT. #5 RENEWAL RESIDENTIAL LEASE AGREEMENT THIS RESIDENTIAL LEASE AGREEMENT ("Lease") is made effective as of the 6th day of January 2019,between 500 OCEAN PROPERTIES, LLC,a Florida limited liability company, whose mailing address is 511 East Ocean Avenue, Boynton Beach, Florida 33435 ("LANDLORD") and FREDDIE BRINLEY ("TENANT"), whose address shall be the address of the"Property"described below. WITNESSETH: That LANDLORD, for and in consideration of the covenants, agreements and conditions herein contained,on the part of TENANT to be kept and performed,does hereby lease to TENANT,and TENANT does hereby lease from LANDLORD,the one bedroom, one bathroom apartment located at 517 1/2 East Ocean Avenue,Apartment No 5, oynton Beach, Florida 33435 ("Pro "). The terms and conditions of this Lease are as follows: 1. TERM. The term of this Lease shall be for one (1) year, commencing on January 6,2019,and unless earlier terminated in accordance with the terms of this Lease, expiring at 12:00 midnight on January 2,2020 - 2. -..RENT. (a) TENANT agrees to pay to LANDLORD in lawful money of the United States each month during the Term of this Lease, the sum of Nine Hundred Fifty and No/100 Dollars ($950.00) ("Rent"). Rent shall be paid at LANDLORD'S address stated above,or at such other place as LANDLORD may specify in writing. (b) In addition to any other rights of LANDLORD hereunder, in the event TENANT shall fail to pay rent or other sums due hereunder on its due date,TENANT shall pay to LANDLORD a late fee in the amount of Twenty and No/100 Dollars for each calendar day that the rent is late beyond the due date. The late fee is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. 3. SECURITY DEPOSIT. Upon execution hereof,TENANT shall pay to LANDLORD: (i) the sum of Nine Hundred Fifty and No/100 Dollars ($950.00) as prepaid first month's rent: and (ii) the sum of Nine Hundred Fifty and No/100 Dollars ($950.00)as prepaid last month's rent:and(iii)the sum of Nine Hundred Fifty and No/100 ($950.00) representing the Security Deposit. This is a total of Two Thousand Eight Hundred Fifty and No/100 Dollars($2850.00) 4. OCCUPANCY AND USE OF THE PREMISES. (a) TENANT shall occupy the Property as a residential apartment for TENANT only. TENANT shall not change, alter or install locks without the prior written consent of LANDLORD. (b) TENANT shall not allow any pets or animals greater than ten (10) pounds on the Property without LANDLORD'S prior written consent(which shall be given or denied in LANDLORD's sole and absolute discretion). If LANDLORD,in its sole and absolute discretion,allows TENANT to have an animal in excess of ten(10)pounds on the Property, TENANT shall pay to LANDLORD an additional security deposit of Five Hundred and No/100 Dollars ($500.00) to protect LANDLORD from costs and expenses associated with damage to the Property caused by the animal or cleaning costs resulting from animal being on the Property ("Animal_Security D osit"). In addition, TENANT shall obtain a liability insurance policy covering risks associated with owning the animal, with limits of no less than $100,000 per incident, naming LANDLORD as an additional named insured,and requiring thirty(30)days advance written notification to LANDLORD prior to any modification, termination, or expiration of the liability insurance policy. If LANDLORD determines that TENANT did permit pets or animals on the Property in violation of the foregoing restriction, or if TENANT's pet has caused damage to, or the need to clean, the Property, such breach shall be considered a material breach entitling LANDLORD to all remedies provided for herein, including but not limited to retention of the Animal Security Deposit and immediate eviction. TENANT hereby acknowledges and a rees that TENANT shall be sole!y and personaft responsible for all Ioss costs damages,or kjuEy caused by TENANT'S gets and shall indemnify LANDLORD and aU third partles,who suffer los cos in yX or damage as a result of TENANT'S pets being located on the Prone - (c) No smokin shall be_permitted_within the apartment, in the hallways,or common areas at anytime with no exceptions. TENANT acknowledges that each al2artment contains a gas stoveloven and that smokin within the apartment hallways,or common areas by TENANT possa a hazard to all persons in the building. (d) TENANT shall abide by and comply with all reasonable rules and regulations now or hereafter promulgated by LANDLORD and all ordinances and laws of all governmental entities, whether federal, state or local,having jurisdiction in the matter. TENANT shall neither permit not commit,whether with or without knowledge or consent, any immoral, improper or unlawful practice or act in or upon the Property. TENANT agrees not to make,nor permit to be made,any disturbance,noise or annoyance of any kind which is detrimental to the Property. TENANT shall not, in any manner,alter,damage or deface the Property. (e) Provided that TENANT abides by all terms, obligations, and covenants of this Lease, TENANT shall enjoy quiet and peaceful possession of the Property during the Term. 5. UTILITIES. (a) During the Term, LANDLORD shall pay the cost of water and sewer service, garbage service, gas service, and quarterly pest control. During the Term, TENANT agrees to pay all utility charges for electricity,telephone,television/internet,and any other utilities or services used at the Property, including all installation and activation fees and any deposits required by such utility providers. (b) Except in the instance of LANDLORD'S negligence, LANDLORD shall not be liable to TENANT in the event any utility services are interrupted or become unavailable, for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction, nor be deemed an interference with TENANT's occupancy of the Property,nor shall Rent be abated during any such period of interruption or unavailability. b. MAINTENANCE AND REPAIRS;HURRICANE PROTECTION• SURRENDER OF PROPERTY-; AND INSURANCE. (a) TENANT shall,at its sole expense,keep and maintain the Property in good,clean and sanitary condition and repair during the Term of this Lease. Except for repairs due to TENANT's misuse,waste,or neglect or that of TENANT's family members, agents or visitors, the LANDLORD will be responsible for the repair and replacement of the roof,air conditioning system,and appliances. (b) TENANT shall not drain, nor permit the drainage of,grease into the toilets or sinks. (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) LANDLORD shall engage a professional pest control contractor to provide calendar quarterly pest control service. (e) TENANT shall, at the end of the Lease term, surrender and deliver to LANDLORD the Property, without demand, "broom clean"and in the same condition as it existed on the commencement date hereof,reasonable wear and tear excepted. (f) During the Term,TENANT shall provide, at TENANT'S expense, any insurance that TENANT desires to insure TENANT'S personal property located at the Property. Under no circumstance shall LANDLORD be responsible or liable for TENANT'S ersonal Rroperty located at the Proue 7. NO ADDITIONS OR ALTERATIONS. (a) TENANT shall not make any additions, changes or alterations in and upon the Property(including, without limitation,painting of portions of the Property) of any nature whatsoever without the prior written consent of LANDLORD,which consent may be given or withheld in LANDLORD's sole discretion. LANDLORD may remove or change, at TENANT's cost and expense, any addition, change or alteration made by TENANT without LANDLORD's consent,the charge for which shall be paid by TENANT upon demand. TENANT shall not permit or install nails, screws or adhesive hangers except standard picture hooks; and no nails, screws or hangers may be placed in walls, woodwork or any part of the Property. (b) No personal property, appliances or fixtures shall be removed by TENANT without the prior written consent of LANDLORD. LANDLORD's interest in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services,labor or materials performed at TENANT's request. (c) If any Iien is filed against the Property for improvements or work claimed to have been done or for materials claimed to have been furnished to TENANT, the lien shall be discharged by TENANT within ten (10) days thereafter, at TENANT's expense, and TENANT shall indemnify LANDLORD for any loss, cost, or expense incurred by LANDLORD as a result of TENANT'S violation of this provision. The foregoing indemnification shall survive termination or expiration of this Lease. 8. DESTRUCTION.BY CASUALTY. In the event the Property or any portion thereof may be rendered untenantable by reason of fire, explosion or any other casualty, LANDLORD, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty (60) days thereafter, or terminate this Lease. In such event,LANDLORD shall give TENANT ten(10)days'notice in writing of LANDLORD's intention to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property, LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which the Property is or remains untenantable shall be abated or apportioned. 9. PROPERTY LOSS. DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members,agents,licensees or invitees,for damage to persons or property caused by any individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the presence of bugs, vermin or insects in the Property. TENANT hereby releases LANDLORD from any and all claims for loss, damage or injury of any nature whatsoever to person or property, including (without limitation)damage caused by theft,vandalism,water,smoke,fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims,liabilities,actions,causes of action,damages, costs and expenses whatsoever which may arise out of,result from or be attributable to TENANT's use or occupancy of the Property,or any act or omission thereon (whether by TENANT, TENANT's family members, agents, employees, licensees or invitees), which indemnification shall include attorneys' fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration of this Lease. (d) LANDLORD'S insurance does not cover loss or damage to any of TENANT's personal property or possessions. If TENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall obtain and pay for any such insurance coverage. 10. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the Property or any part thereof nor assign(voluntarily or by operation of law) this Lease or any interest therein,nor mortgage nor encumber the Property or this Lease. 11. RIGHT OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours. LANDLORD' entry into the Property shall be for the purpose examining it and to, in LANDLORD's sole discretion, make such repairs and alterations as LANDLORD may deem necessary to insure the orderly and proper maintenance of same. In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLORD'intention to do so, for the purpose of showing the Property to prospective: (i)tenants;(ii)purchasers;or(iii)mortgagees. 12. DEFAULT. (a) If TENANT shall fail to pay any installment of Rent or other sums on the due date or if TENANT should fail to keep and perform each and every one of the terms and conditions of this Lease,then and in any of such events,TENANT will be in default hereunder. If TENANT should become in default hereunder, LANDLORD will have any and all of the rights and remedies which the law of Florida confers upon a landlord against a tenant in default, including, without limitation, the right to: (i) terminate this Lease and sue for unpaid Rent; and/or(ii)accelerate the entire unpaid balance of the Rent for the Term of this Lease and sue for the collection of such Rent; and/or (iii) take possession of the Property(and any and all of TENANT's personal property therein) and, at LANDLORD's option,rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may remove TENANT's personal property and store same at the expense of TENANT, without being liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT, LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting(including, without limitation, the cost of brokerage, repair, alteration and all other sums) and apply any remaining Rent or proceedings to payment of Rent and other sums due hereunder and TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefunded balance of the Security,then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity. In the event TENANT shall fail to vacate the Property as and when required hereunder, TENANT shall be deemed a tenant at sufferance and, in addition to any other rights and remedies accorded to LANDLORD, TENANT shall be charged, for each day during its occupancy, an amount equal to 250% of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) If, by reason of a default hereunder, a party employs an attorney to enforce or otherwise protect its rights hereunder and such party prevails in litigation resulting from the default, the non-prevailing party will owe and will pay the prevailing party's reasonable attorneys' fees (including fees at trial and appellate levels) and costs and expenses. 13. APPLIANCES AND AIR CONDITIONING. All fixtures and appliances at the Property are supplied by LANDLORD for the Term of this Lease and are owned by LANDLORD. 14. SUBORDINATION. This Lease is subject and subordinate to all ground or underlying leases, encumbrances,mortgages and other matters which may now or hereafter affect or become a lien upon the Property(or any portion thereof) and to any renewals,modifications,amendments,replacements or extensions thereof. TENANT shall execute any and all instruments as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT hereby irrevocably appoints LANDLORD as TENANT's attorney-in-fact to execute any and all such instruments. 15. CUMULATIVE REMEDIES: LAWS-.NOTICES,• INVALIDITY• WAIVER• SURRENDER; ENTIRE AGREEMENT, SUCCESSORS AND ASSIGNS. All rights and remedies herein created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in this Lease. This Lease shall be construed in accordance with Florida law. All notices shall be hand-delivered or mailed by certified mail,return receipt requested,to LANDLORD at the address for payment of Rent and to TENANT(after the date of commencement of the Term of this Lease)at the property address. Notices to TENANT mailed in accordance with the terms hereof shall be deemed given when mailed; however,notices to LANDLORD shall be deemed received only upon actual receipt.Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions,all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be deemed an acceptance of a surrender of the Property or this Lease, and no agreement to accept the Property and surrender the Lease shall be valid unless in writing signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not operate as a termination of this Lease or a surrender of the Property. The failure of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. Receipt of Rent by LANDLORD with knowledge of breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANDLORD and no payment of Rent of a lesser amount than that due, nor any endorsement or statement on a check, shall be deemed an accord and satisfaction and LANDLORD may accept such check or payment without prejudice to its right to recover any unpaid rent or other sums, or to pursue any remedy provided in this Lease. This Lease contains the entire agreement between the parties with respect to the subject matter and supersedes any prior or oral agreements or understandings. All promises,covenants and agreements set forth in this Lease shall be binding upon and inure to the benefit of the parties hereto, and (to the extent permitted) their respective heirs, personal representatives,successors and assigns. 16. RADON AS. 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 requirements have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 17. PARKING.There is parking located behind the building but due to the limited spots, parking is also available on public parking lot and side street parking. Landlord does not guarantee parking directly behind building. [SIGNATURES CONTAINED ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date and year first above written. WITNESSES: LANDLORD: a 101 Ocean Properties, LLC By: Christian Macoviak,its Managing Member TENANT:. Freddie Brinley Phone 561-699-7147 Email S;t -gol bay A 9 i1.cv Emergency Contact -i 1-16 1.4 so -3 G — 3 fo�jG. Lease Extension Agreement June 24, 2021 500 Ocean Properties, LLC and Freddie Brinley("tenant") agree to extend lease on said premises know as 517'/: E Ocean Ave Apt#5, Boynton Beach, FL 33435,original lease dated 6th day of January 2019. For good consideration 500 Ocean Properties, LLC and Freddie Brinley("tenant") agree to extend the said lease for a period of six-months,starting date of 61'day of July 2021 and terminating on the 5th day of January 2022. The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. During the lease extension period, Freddie Brinley("tenant") agrees to pay rent in the amount of$1030.00 (one thousand thiry)per month. Payment is to be received by the 6th of each month. All other lease terms shall remain unchanged and continue during the lease extension period as is set forth herin. Per Section 4(c)of the original lease,there is no smoking permittted within the apartment,in the hallways,or common areas at anytime with no exceptions. I will issue an Immediate lease termination if this occures.Stairs are part of common area. Initial Per Section 4(a)of the original lease,Tenant shall occupy the Property as a residential apartment for Tenant Only. Initial You are the only named tenant. Anyone over the age of 18, if residing in the apartment we will need a written request to review to add to lease. This agreement shall be binding upon and shall insure the benefit of the parties,their successors, assigns,personal agents and managing members. Landlord eklaLCMU. Date 9 — -- , 4 Tenant c Date "' '2021 OYER, MACOVIAK AND ASSOCIATES 511 & 513 E. Ocean Avenue a a COMMERCIAL LEASE AGREEMENT THIS COMMERCIAL LEASE AGREEMENT("lxsse")is:made effective as of the 15th day of October 2019, between 50.0 OCEAN PROPERTIES, LLC, a Florida limitedliability company, whose mailing,address is 511 East Ocean Avenue, Boynton Beach, Florida 33435 ("LANDLORD") and HARVEY E. OYER JR., INC. dibla OYER, MACOVIAK AND ASSOCIATES ( ENANT"), whose address is 511 East Ocean Avenue,: Boynton Beach, Florida 33435. WITNESSETH: That LANDLORD,for and in consideration of the covenants,agreements and conditions herein contained, on the part of TENANT to be kept and performed, does hereby lease to TENANT, and TENANT does hereby lease item LANDLORD, the ground floor Once space located at 511 and 513 East Ocean Avenue,Boynton Beach,Florida 33435("PWXft'"). This Lcaso replaces any and all prior lease agreements between LANDLORD and TENANT relating to the Property. The terms and conditions of this Lease are as follows: I. TERM. The term of this Lease shall be for three(3)years, commencing on October 15,2019, and unlc w carlior tcrminatcd in accordance with the tns of this Lcasc, expiring at 12:00 midnight on October 14,2022. 2_ RENT: (a) TENANT agrees to pay to LANDLORD, in lawful money of the United States,each month during the Teem of this Lease the sum of$4AW per month plus all applicable sales taxes("Rent"). Rent shall increase three percent(30/9)each year of the Tcrm commencing on the first anniversary. Rent shall be due on the 151b day of each month and shall be paid at LANDLORD'S address statedabove, or at such other place as LANDLORD may specify in writing. (b) In addition to any other rights of LANDLORD hereunder, in the event TENANT shall fail to pay rent or other sums due hereunder within five(5) days of its due date, LANDLORD may, at LANDLORD'S option, impose a late charge of 5%of such payment and such charge shall be deemed additional rent hereunder. The late charge is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. 3. SECURITY DEPOSIT. Due to,the longterm of the tenancy by TENANT, no security deposit shall be required. 4. OCCUPANCY AND USE OF THE PREMISES. (a) TENANT shall occupy the Property as a commercial insurance office for TENANT only. WPBDM 1012"M2 (b) TENANT shall 'abide by and comply with all reasonable rules and regulations now or hereafier promulgated by LANDLORD and all ordinance and laws of all. governmental entities, whether federal, alato or local, having jurisdiction in tlW nlatticr. TENANT shall neither permit not commit, whether with or without knowledge or consent, any immoral, improper or unlawfid practice or act in-orupon pon the.Property. TENANT agrees not to make, nor permit .to be made, any disturbance, noise or annoyance of any kind which is detrimental to the Property. TENANT shall not, in any manner, alter, damage or deface the Property. (e) TENANT shall at all times. during the Tam maintain an active occupational lioensdbusiness taxreceipt with the City of Boynton Beach and any other applicable gove n nentid entities. (d) Provided that TENANT abides by all terms,obligations,and covenants of this Lease,TENANT shall enjoy quiet and peacefid poem ssion of the Property during the Team. S. LaILITIES. (a) During the Term, TENANT shall pay the cost of electric service, television/imterneL quaterly pest control, and any other utilities provided to or used at the Property, including all installation and activation fees and any deposits required by such utility providers. LANDLORD shall pay the cost of garbage,water,and sewer services. (b) Except in the instance of LANDLORD'S negligence, LANDLORD shall not be liable to TENANT in the event any.utility services am interrupted or become unavailable, for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction,nor be deemed an interference with TENANrs occupancy of the Property, nor shall Rent be abated during any such period of interruption or unavailability. 6. MAINTENANCE AND REPAIRS. HURRICANE PROTECTION: SURRENDER OF PROYBRTY-AND 1NSURANCF- (a) TENANT shall, at its sole expense, keep and maintain the Property in good, clean and amutary condition and repair during the Tarn of flus L.easa TENANT small be responsible for the maintenance and repair of the building and the HVAC systern during the Tenn. However, LANDLORD shall be responsible far the replacement of the roof, building struotur%and HVAC system should rcplacemant be necessary. (b) TENANT shall not drain,nor permit the drainage of,grease into.the toilets or sinks. (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) TENANT shall engage a professional pest control contractor to provide calendar quarterly pest control service.. WPBDOCS 101298342 R. (e) TENANT shall, at the end of the Lease term, surrender and deliver to LANDLORD the Property, without demand, "broom clean" and in the same condition as it existed on the commencement date hereof,.reasonable wear and tear excepted. (f) During the Term, "TENANT shall provide, at TENANT'S expense, insurance adequate to insure all of TENANT'S personal property, fixtures, operations, and business interruption for its operations at the Property. TENANT shall also pay for and keep in full force and effect during the Term;commercial general liability insurance in an amount of not less than$1 million per occurrence and$2 million in the aggregate,naming LANDLORD as an additional named insured. Under no circumstance.shall LANDLORD be responsible or liable for TENANT'S personal propeft fixtures,or operations located at the Property.. 7. NO ADDITIONS OR ALTERATIONS. (a) TENANT shall not make any additions,changes or alterations in and upon the Property (other than painting) without the prior written consent of LANDLORD, which consent may be given or withheld in LANDLORD's reasonable discretion. LANDLORD may remove or change, at TENANT's.cost and expense, any addition, change or alteration made by TENANT without LANDLORD`sconsent,the charge for whim shall be paid by TENANT upon demand. (b) LANDLORD's interest.in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services, labor or materials performed at.TENAN-rs request. (c) If any lien is filed against the Property for improvements or work claimed to have been dorm or for mteriuls uiuinwl to have been furnished to TENANT,the lien shall be- discharged by TENANT within ten (10) days thereafter, at TENANT's expense, and TENANT shall indemnify LANDLORD for any loss,cost,or expense incurred by LANDLORD as a.result. of TENANT'S violation of W3 provision. Tue foivWinb i nlannificativn 3ha11 survive termination or expiration of this Lease. 8_ IVIESTRUCTION BY QASUALTV. In the event the Property or .any portion thereof may be,rendered untenantable by reason of fire,.explosion or any other casualty, LANDLORD, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty(60)days thereafter,or terminate this Lease. In such event,LANDLORD shall give TENANT ten (10) days' notice in writing of LANDLORD's intention .to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property,LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which tate Property is or remains untenantable shall be abated or apportioned. 9. PROPERTY LOSS.DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members, agents, licensees or invitees, for damage to persons or property caused by any WPBDOCS 10129934 2 9 individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the pry of bugs, vermin or insects in the Property. TENANT hereby releases LANDLORD fpm any and,all claims for loss, damage or injury of any Mature whatsocvcr to perm or property, hmIuding(without limitation) damage caused by theft,'vamialim,water, smoke, fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims,liabilities,.actions,causes of action,damage"4, costs and expenses whatsoever which may arise out of, result from or .be attributable to TENANT's use or occupancy of the Property, or any 'act or omission thereon (whether by TENANT, TENANr-s family mernbe s, agents, employees, licences or invitees), which indemnifieation shall include attorneys' fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration ofthis Liam (d) LANDLORD'S insurance does not cover loss or damage to any of TENANT's personal property or possessions. IfTENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall. obtain- and pay for any such insurances coverage. 14. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the. Property or any part thereof nor assign (voluntarily or by operation of.law) this Lease or any interest therein,normortgagenor encumber the Property or this Lease. 11. RM OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours. LANDLORD's entry into the Property shall. be for the purpose examining it and to, in LANDLORD's sole disciWon,make such repairs and alterations.as LANDLORD may deem necessary to insure the orderly and proper maintenance of same: In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLOR.D's intention to.do so, for the purpose .of showing the Property to prospective: (i) tenants;(it)purchasers;or(iii)mortgagees. I2. DEFAULT. (a} If TENANT shall fail to pay any installment.of Rent or other sums on the due date or if.TENANT should fail to keep and perform each and every one of the terms and ennditinnc of this Lease, then and in any of such events, TENANT will be in default hereunder. IfTENANT should become in default hereunder,LANDLORD will have any and all. of the rights and remedies which the law of Florida confers upon a landlord against a tenant in default including, without limitation, the right to: (i) terminate this Lease and sue for unpaid Rent; and/or(ii)accelerate the entire unpaid balance of the Rent for the Tenn of this Lease and sue for the collection of such Rent;and/or(iii)take possession of the Property(and any and all of TENANT's personal property theaein) .and, at LANDLOMYs option, rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may WP13DOCS 10129M2 remove TENANTs personal property and store same at the expense of TENANT,without being. liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT,LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting (including, without limitation, the cost of brokerage, repair, alteration and all other sums) and apply any remaining Rent or proceeds to payment of Rent and other sums due hereunder alb TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefvnded balance of the Security,then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity_ :In the evert TENANT shall fail to vacate the Property as and when required :hereunder, TENANT shall be deemed a tenant at sufferance and,in addition to any other rights and remedies accorded to LANDLORD,TENANT shall be charged, for each Jay during its owner, an amount equal to 2500/a of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) IL by reason of a default hereunder,.a party employs an attorney to enforce or otherwiseprotect its rights hereunder and such party prevails in litigation resulting from the default,the nob-prevailing party will owe and will pay the prevailing party's reasonable attorneys'fees(including fees at trial and appellate levels)and costs and expenses. 13. APPLIANCES AND AIR CONDITIONING. All fixtures and appliances at the Property are supplied by LANDLORD for the Tam of this Lease. 14, SUBORDINATION. This Lease is subject and subordinate to all ground or underlying leases, encumbrances,mortgages and other matters which may now or hereafter a1Rxt or become a lien upon the Property (or any portion thereot) and to any renewals, modifications, amendments, replacement or extensions thereof TENANT shalt execute any and all instruments.as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT Hereby irrevocably appoints LANDLORD as TENAN'I's attorney- in-fact to execute any and all such instruments. I.S. CUMULATIVE RE•MCDII S: LAVAS: NOTICES: INVALIDITY: WAIVER: SURRENDER: ENTIRE AGREEMENT: SUCCESS R ANS AS&QNS. All rights and remedies herein created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in this Lease. This Lease shall be construed in accordance with Florida law. All notices shall be hand-delivered or mailed by certified trail, return receipt requested, to LANDLORD at the address.for payment of Rent and to TENANT (after the date of commencement of the Term of this Lease) at the property address. Notices to TENANT mailed in aa.ordmce with the terms hereof shall be deemed given when mailed; howevey notices to LANDLORD dwil be deemed received only upon actual receipt. Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to bee invalid or unenforceable,such invalidity or unenforceability shall not affect the remaining provisions,all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be weHnocs 10129SU2 deemed an acceptance of a surrender of the Property or this Lease, and no agt to.accept the Property and surrender the Lease shall be valid unless in writing signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not-operate as a-termination of this lease or a surrender of the Property. The failure.of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. 'Receipt of Rent by LANDLORD with.knowledge of breach of any provision of this.Lease shall not.be deemed a waiver of such breach No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANDLORD and no payment of Rent of n lesser amount than that dun nor any endvrsatncut or statement on a check, shall be deemed an accord and satisfcetion and LANDLORD may accept such check or payment without prejudice to its right to reoover any unpaid rent or other sutras;or to puraw.any remedy provided in this Lease. This Lease contains flaw entire agreement between the parties with respect to the subject matter and supersedes any prior or oral agreements or understandings. All promises,covenants and agreements set forth in this Lease shall be binding upon and inure to the benefit of the parties hereto,and(to rho cadent permitted)their respective heirs,personal representatives,successors and assigns. 16. RA DON GAS. Radon ir.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 requirements have been found in buildings in Florida Additional information regarding radon and radon testing maybe obtained from your county public health unit. [SIGNATURES CONTAINED ON FOLLOWING PAGES] WPBDOdS 10129M2 IN WITNESS WHEREOF,the parties hereto have executed this Luse on the date and year first above written. WITNESSES: LANDLORD: 500 Ocean l'ropertic.5, LLC, a Florida limited liability CyT any , Ile By: 1, 'ICY I .Oycr III, Managing Member TENANT: HARVEY F_ OYER ]R., INC., a Florida corporation, d/b/a OYER, MACOVIAK AND ASSOCIATES Robert Macoviak, its President wPBDOCS 10129814'_' CAFE BARISTA, INC. d/b/a HURRICANE ALLEY 527, 529, 531 &OFFICE 4 (533 E. OCEAN) BUSINESS LEASE -� � THIS LEASE executed this day of H 007,by and between er �of 1 Seacrest Blvd,.Bovnton Beach.FL 3 5. hereinafter called Lessor,and Caf6 Barista.Inc.d/b/a Hurricane Alley and Hurricane Alley Eye of Storm,Inc, of 527-531 E Ocean Avenue Boynton Beach FL 33435 hereinafter called Lessee, WITNESSETH,THAT: Lessor,in consideration of the covenants and agreements herein contained on the part of the Lessee to be kept and performed,does hereby lease,demise,and let to the Lessee under the Lessor the premises located at 527,529,531 E.Ocean Avenue.Boynton Beach.FL 33435 (see attached Legal Description "Exhibit A")to be occupied as a restaurant and ice cream parlor for a period of 60 months commencing on the 1st day of September .2007 and ending midnight on the 31st day of Au use,ZUj at an agreed aggregate rental of One Hundred Sixty-eight Thousand and N0/100($168.000,00)Dollars+annlicable Florida sales tax in lawful money installments of$3.000.00-plus applicable Florida sales tax,due and payable in cash,cashier's check,or.money order to Lessor or their assigns on each and every monthly anniversary of the commencement date during the term of this Lease(Except:Lessor agrees to waive all regular rent for the rest of the calendar year of 2007)to be paid at 512 S.Seacrest Blvd.,Boynton Beach,FL 33425 ,or at such other place as the Lessor may designate in writing. First monthly payment to begin January 1',2008. Lessee shall still be bound by all other terms and conditions of this lease from the date of commencement which is September 1,2007. In addition to the rental installment,Lessee agrees to pay Lessor as additional rent within five(5)days of rendition of Lessor's bill to Lessee,such costs,fees,and expenses paid or incurred by Lessor for: I)repairs made by Lessor caused by Lessee's misuse; 2)fees and expenses,including court costs and reasonable attorney's fees arising in connection with the enforcement of the terms of this Lease;and 3)such other expenditures advanced for the account of Lessee by Lessor required to be paid by Lessee under this Lease. This Lease is made upon the following expressed terms and covenants,all and every one of which are material and which the parties covenant and agree to keep and perform: l) SECURITY DEPOSIT AND AGREEMENT: Lessee shall deposit with Lessor upon the execution of this Lease the sum of$_25.00 as security for the prompt payment of the rent and for the full and faithful performance by Lessee of the terms,and covenants of this Lease,to be returned to Lessee,without interest,after Lessee has vacated the premises and upon the full performance of the provisions of this Lease. Lessee shall not use the security as rent. If Lessee should fail to perform any obligation imposed by this Lease or by law,or by the condo association, Lessor shall have the right to apply the security deposit against the costs,expenses and damages suffered by Lessor including unpaid rent installments and reasonable attorney's fees. The security deposit shall not be considered liquidated damages. 2) TAXES: Real estate taxes on the premises shall be paid by Lessee. Personal property taxes on personal property of Lessee,if any,shall be paid by Lessee not later than 30 days from when the tax bill first comes out beginning 2007. Since the space being leased by Lessee constitutes approximately%of the entire building the parties shall split equally the over all gross tax for the entire building. 3) INSURANCE: Personal property insurance covering Lessee's personal property shall be paid by Lessee. Public liability insurance shall be paid by Lessee (Coverages should be at least as follows: Fire Liability, $100,000.00;Liquor Liability,$1,000,000,00;and General Liability,$1,000,000.00/$2,000,000.00). Lessor shall be added to the insurance policy as an additional insured,which policy shall include a waiver of subrogation rights by Lessee's insurance carrier. Lessor may at any time perform such acts as may be required of Lessee hereunder, or advance premiums required to be paid by Lessee,the same thereupon becoming additional rent and immediately due. 4) MAINTENANCE: Maintenance of all plumbing, lighting and appliances, including, but not limited to refrigerator,air conditioning and heating equipment shall be made by and paid by Lessee. Lessee acknowledges that all such appliances have been turned over to Lessee in good working order and that all said appliances shall be returned back to landlord in good working order and that Lessee agrees to maintain the appliances in said condition throughout the term of the lease. Lessee shall forthwith have repair done in a workmanlike manner at its expense, all damage to the demised premises,or any portion thereof,resulting from the act or negligence of Lessee,its family, servants or guests and only such types of repairs. If Lessee fails to make such repairs,Lessor may,but shall not be obligated to do so,make such repairs,and Lessee shall reimburse Lessor for the cost thereof,without demand,as an additional payment of rent under this Lease. Lessee agrees and acknowledges that it will not install any additional locks on any doors nor will Lessee change any existing locks without first obtaining the Lessor's express Page 1 of 4 written permission and providing the Lessor a duplicate key. Lessee shall further make reasonable provisions for and shall pay the cost of extermination services,and shall keep all plumbing and appliances clean,sanitary and in good repdir at its expense. 5)IMPROVEMENTS:Any improvements and repairs made to the premises by the Lessee shall meet all city and state code requirements. All costs of improvements or repairs shall be paid by Lessee. 6) UTILITIES: Telephone bills shall be paid by Lessee. Electric bills and cable television shall be paid by Lessee. Lessee is responsible for making arrangements with the utility companies in Lessee's name,including required deposits,for all utility services to be paid for by Lessee. Lessee will be responsible for sewer,water and garbage and all occupational licenses. 7) COMPLIANCE: The Lessee shall promptly execute and comply with all statutes,ordinances,rules,orders, regulations and requirements of the Federal, State and City Government for the correction, prevention, and abatement of nuisances or other purposes in,upon or connected with said premises during said term. Further, Lessee agrees to comply with all building rules and regulations. 8)PREMISES CONDITION: Except as specified in any notices to landlord pursuant to section 18 of this lease, the Lessee has examined and knows the condition of the premises and acknowledges that they are received in good order and repair;that they are tenantable,and that upon the termination of this Lease in any way,Lessee covenants to yield the premises to Lessor in as good condition as when entered upon by Lessee, ordinary wear and tear expected. Lessee shall remove all trash and debris from the premises and shall leave them in broom clean condition. All appliances shall be cleaned by Lessee and returned to Lessor in good operating condition. 9) PETS: Lessee covenants to refrain from keeping any pets upon the premises. 10) RIGHT OF ENTRY: Lessor,or its agents shall have the right to enter the premises,upon reasonable notice, at all reasonable hours for the purpose of examining or exhibiting the same;to make any repairs,alterations,or changes on the premises which Lessor may deem fit to make,or to place any sign therein or thereon for sale or rent and to show the same to prospective purchasers or tenants. Lessee shall not inhibit sales efforts of Lessor. However,sale of the property will not terminate this lease during its term. 11) WASTE PROHIBITED: Lessee shall not commit,nor suffer to be committed,any waste upon the premises, the appliances or furnishings,if any;not cause any nuisance or'breach of the peace,nor commit or permit to be committed any other act or deed which may disturb the quiet enjoyment of any other person or person's property in the neighborhood. 12) ASSIGNMENT AND SUBLETTING: Lessee may not assign this Lease or sublet the premises or any part thereof without the prior written consent of the Lessor. In the event such consent is given,Lessee agrees to pay the Lessor reasonable attorney's fees for the preparation and execution of such documents deemed necessary by the Lessor to he executed in connection with the assignment or subletting. 13) LESSOR LIABILITY: Lessee will indemnify and hold Lessor exempt and harmless from any liability,loss, cost,or obligation on account of any damage or injury to any person,or to the property of any person,arising in any manner from the use or occupation of the premises by the Lessee,its family,employees,servants,and guests and Lessee shall provide thereon insurance for same. 14) OPTIONS UPON DEFAULT: If Lessee shall violate any tern or covenant under this Lease,in addition to the relief allowed under Florida Statute, Chapter 83, the Lessor may re-take possession of the premises for the account of Lessee and re-let the same as agent of the Lessee;and the Lessee hereby irrevocably appoints Lessor its lawful attorney-in-fact for this purpose. Lessee shall,in such event,remain liable to Lessor for any deficiency,loss, costs,or damages sustained or incurred during the remainder of the term. 15) ATTORNEY'S FEES AND COSTS: Lessee agrees to pay all costs, fees, expenses,and a reasonable attorney's fees in the event of eviction,enforcement of any term or covenant of this Lease,or for the collection of any unpaid rent,whether suit be brought or not;and the security may serve as a source of such payment. 16) ESTOPPEL STATEMENT: Lessee agrees to execute and deliver to Lessor,within five(5)days of written request,a statement setting forth a)that the Lease is in full force and effect without modification;b)that Lessee has no claim,get-off,or defense to the Lease;c)the amount of the security deposit;and d)the dale through which rent has been paid. Failure to execute and deliver such statement within the time required shall be construed as Lessee's Page 2 of 4 representation that the Lease is in good standing without modification and that the Lessee has no claim,set-off,or defense to the Lease. ., 17) HOLDING OVER-DOUBLE RENT: If Lessee holds over and continues in possession of the premises,or -any part thereof,after the expiration of the Lease without Lessor's permission Lessormay recover double the amount of the rent due for each day Lessee holds over and refuses to surrender possession. Such daily rent shall be computed by dividing the rent for the last month of the Lease by fifteen. 18) AS IS: Lessee has inspected the premises and is familiar and satisfied with its present condition. The taking of possession of the premises byLessee shall be conclusive evidence that the premises were in good and satisfactory condition at the time such possession was taken. 19) FURNISHED PREMISES: The premises are rented unfurnished. 20) SUBORDINATION: This Lease is expressly made subject to and subordinate to all mortgages now upon or hereafter placed upon the premises by Lessor. Lessee irrevocably appoints Lessor its attorney-in-fact to execute such instruments as might be deemed expedient by Lessor to evidence implementation of this paragraph. 21) ASSIGNMENT: The Lessee shall not assign,mortgage,or encumber this Lease,nor sublet or permit the leased property or any part thereof to be used by others without the prior written approval of the condominium association. 22) NON-DISTURBANCE: The Lessee agrees not to use the demised premises,or any part thereof,or permit the same to be used for any illegal, immoral or improper purposes; not to make, or permit to be made, any disturbance,noise or annoyance whatsoever detrimental to the premises or the comfort and peace of the inhabitants of the vicinity of the demised premises. 23) INSPECTIONS: Lessee acknowledges that the Lessor shall have the right to make inspection of the premises at any reasonable hour. 24) NOTICES: Any notice required to be given shall be made by Certified Mail,Return Receipt Requested, mailed to the last known address of the party to be notified. 25) PERSONS BOUND: This Lease shall be biding upon and inure to the benefit of the parties and their respective heirs,personal representatives,successors,and permitted assigns. 26) FLORIDA LAW-. All parties agree that this Lease shall be construed for all purposes under the laws of the State of Florida. 27 TIME: Time is of the essence in this Lease. 28) COMPLETE AGREEMENT. This Lease constitutes the complete agreement and understanding between Lessor and Lessee,and no future agreement,understanding,or modification of this Lease shall be valid,binding, or enforceable against either party unless reduced to writing signed by Lessor and Lessee. 29) RECEIPT OF FUNDS: Lessor acknowledges that it has,or its agent has received the sum of$�?20 subject to check clearance,applied as follows: Security Deposit: $ 5 00 ; First Month's Rent: $_3,000.00+ $195.00 State Sales Tax;Last Month's Rent: 30) SPECIAL PROVISIONS: There shall be a 10%late fee for any rent payment more than 5 days overdue. The lessees shall have the option to renew for an additional five(5)years at the original rate. There shall be a CPI adjustment to the rent which shall be limited both upward and downward by 5%for the five renewal years. Lessee shall have right of 1sT refusal if Lessor should decide to sell property. Specifically,Lessor shall give Lessee five (5)days notice before placing properly on market and Lessee shall have four(4)days thereafter to accept terms being offered. 3I)HURRICANE SHUDDERS: Lessee shall be responsible for boarding up the windows and doors on the premises covered in this lease. Page 3 of ' 9 H IN WITNESS WHEREOF,the Lessor and Lessee have hereunto set their hands the day and year first above written. Sled,. aled and delivered in the presence of: &EWS"", ' = L OR:, H VE.. Et` WITNESS s y t � t e ^ n 3r v l a WITt`i" y LE:.SEE KIM I LLY, esident of CAF>;$ARISTA,INC.d /a HURRICANE ALLEY iTN< s WITNE,'S LESS E. KIM TALLY, esident of HURRICANE ALLEY I OF STORM,INC, WITNESS Prepared by: MARTINCAVAGE&HILEMAN,P.A.,1200 S.FEDERAL HIGHWAY,SUITE#201 BOYNTON BEACH,FL 33435-PHONE:561-736-2888 FAX:561-736-9612 Page 4 of 4 LEASE AMENDMENT THIS LEASE AMENDMENT("Amendment")is entered into effective as of the 1 st day of January 2011 ("Effective Date) between HARVEY E. OYER III, AS PERSONAL REPRESENTATIVE OF THE ESTATE OF HARVEY E. OYER, JR. ("Lessor'), having an address of 511 East Ocean Avenue,Boynton Beach,Florida 33435,and CAFE BARISTA, INC., a Florida corporation,d/b/a Hurricane Alley Raw Bar&Restaurant("Lessee"), whose address is 529 East Ocean Avenue,Boynton Beach,Florida 33435. RECITALS: WHEREAS, Harvey E. Oyer, Jr., as lessor, and Lessee entered into that certain Business Lease ("Lease"), dated October 2, 2007, for ground floor retail space located at 527, 529, and 531 East Ocean Avenue, Boynton Beach, Florida to be used exclusively as a restaurant("Leased Premises");and WHEREAS, Harvey E. Oyer, Jr. died on December 18, 2010 and Lessor, by operation of law,became landlord of the Leased Premises;and WHEREAS,Lessor and Lessee mutually desire to amend the Lease in accordance with the terms and conditions contained herein. NOW, THEREFORE, in consideration of the above recitals, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which both parties hereto acknowledge, Lessor and Lessee hereby agree as follows: AGREEMENT: 1. RECITALS. The above Recitals are true and correct and are incorporated herein by this reference. 2. ALTERATION TO THE LEASED_PREMISES. Lessor and Lessee agree that Lessee shall be permitted to cut an opening in the east wall of the 529 East Ocean Avenue portion of the Leased Premises in order to connect it to the 531 East Ocean Avenue portion of the Leased Premises ("Doorway Connection"). The Doorway Connection shall be constructed in such a manner so as to: (a) comply with all laws, statutes, ordinances, and building construction codes; (b) maintain or enhance the load-bearing qualities of the existing wall; (c) utilize construction materials and finishes that are compatible with the existing, original construction materials in the Leased Premises; and (d) be no larger than the existing doorway opening connecting the 529 East Ocean Avenue portion of the Leased Premises to the 527 East Ocean Avenue portion of the Leased Premises. Lessee shall be responsible for all costs associated with the construction of the Doorway Connection, including but not limited to all materials, labor, permits, inspections, fines, and penalties. At no time shall Lessee be permitted to encumber the Lease, the Leased Premises or any portion thereof. Lessee shall not permit any notices of commencement, notices to owner, or liens of any kind or nature whatsoever to be recorded or to attach to the Leased Premises or the property to which the Leased Premises is a part. Lessee shall pay all liens of contractors, subcontractors, mechanics, laborers, materialmen and all other like character, and shall indemnify Lessor against all expenses, costs and charges, including bond premiums for release of liens and attorney's fees, disbursements, and costs reasonably incurred, at all trial and appellate levels, in the defense of any suit in discharging the Leased Premises or any part of it from any liens,judgments,or encumbrances caused or suffered by Lessee or any party acting by, through,or under Lessee or in any other way arising from or related to the Doorway Connection. With respect to the Doorway Connection, Lessee shall indemnify Lessor against all losses, costs, damages, and expenses of any kind or nature whatsoever, including court costs and attorneys fees, resulting from personal injury, death, damage to the Leased Premises,damage to the building in which the Leased Premises is situated, or any breach of the terms of the Lease or this Amendment. 3. ALCOHOLIC BEVERAGE LICENSE. Lessee hereby warrants and represents to Lessor that Lessee currently possesses all licenses necessary to serve beer and wine at the Leased Premises. Lessee desires to obtain all licenses and approvals necessary to serve all forms of alcoholic beverages at the Leased Premises (collectively, the "Alcohol_License") and Lessor is agreeable to allow Lessee to do so but only upon the terms and conditions contained in this Amendment Lessee shall be responsible for all costs and expenses associated with obtaining and maintaining the Alcohol License. Lessee shall at all times operate the Leased Premises and use the Alcohol License in conformance with all laws, statutes, and ordinances. Lessee agrees that the current hours of operation at the Leased Premises (Sunday to Thursday 11 am to 11 pm and Friday and Saturday 11 am to 12 am) shall not be increased or extended. Lessee agrees that at no time will it offer solo drink specials that are not associated with a food and drink pairing special. Lessee agrees that it will not have or promote alcoholic drink specials (e.g. `Jcllo shots") or nights (e.g. "Ladies Night'). Lessee agrees that it shall not advertise, promote or otherwise hold itself out to the community as a bar or nightclub. Lessee acknowledges and agrees that the conditions contained in this Amendment and the duties and obligations imposed upon Lessee herein are a material inducement to Lessor to agree to the Alcohol License and that the breach by Lessee of any of the conditions contained in this Amendment shall be a material breach of the Lease and shall entitle Lessor to all remedies at law and in equity. In consideration of Lessor permitting Lessee to obtain and maintain the Alcohol License at the Leased Premises during the term of the Lease, Lessee shall pay to Lessor an additional One Thousand and No/100 Dollars ($1,000.00) of Rent per month during the term of the Lease. Such additional rent shall become due and payable beginning on the first day of the first full month after Lessee obtains the Alcohol License. Such additional rent shall be added to and paid to Lessor in the same manner as the Rent under the Lease. 4. RENT. At Lessee's request, Lessor hereby authorizes and permits Lessee to divide the monthly Rent payments (including any additional rent, sales taxes, real estate taxes, and garbage fee reimbursements that Lessee owes to Lessor)so that one half of the monthly Rent shall be paid by Lessee to Lessor on the 1'day of each month during the term and the remaining one half of the Rent shall be paid by Lessee to Lessor on the 15`h day of each month. 5. RESTAURANT SIGNAGE. Lessor hereby authorizes Lessee, at Lessee's sole cost and expense,to install the restaurant signage depicted on Exhibit"A" attached hereto to the south fagade of the second story of the building in which the Leased Premises is located ("Restaurant Si e"). The Restaurant Signage shall be constructed in such a manner so as to: (a) comply with all laws, statutes, ordinances, and building construction codes; (b) be non- invasive or minimally invasive to the building wall;(c)utilize construction materials and finishes that are compatible with the existing, original construction materials of the building; and (d)be no larger than as depicted on Exhibit"A attached hereto. Lessee shall,at Lessee's sole cost and expense, be permitted to add up to two (2) light fixtures to illuminate the Restaurant Signage at night,provided that: (a)the lights do not shine into any of the upstairs windows; and(b)Lessee shall pay all electric charges and maintenance costs associated with the operation of the lights. Lessee shall be responsible for all costs associated with the construction of the Restaurant Signage, including but not limited to all materials, labor, permits, inspections, fines, and penalties. At no time shall Lessee be permitted to encumber the Lease, the Leased Premises or any portion thereof. Lessee shall not permit any notices of commencement, notices to owner, or liens of any kind or nature whatsoever to be recorded or to attach to the Leased Premises or the property to which the Leased Premises is a part. Lessee shall pay all liens of contractors, subcontractors, mechanics, laborers, materialrnen and all other like character, and shall indemnify Lessor against all expenses, costs and charges, including bond premiums for release of liens and attorney's fees, disbursements, and costs reasonably incurred, at all trial and appellate levels, in the defense of any suit in discharging the Leased Premises or any part of it from any liens,judgments,or encumbrances caused or suffered by Lessee or any party acting by, through, or under Lessee or in any other way arising from or related to the Restaurant Signage. With respect to the Restaurant Signage, Lessee shall indemnify Lessor against all losses, costs, damages, and expenses of any kind or nature whatsoever, including court costs and attorneys fees, resulting from personal injury, death, damage to the Leased Premises, damage to the building in which the Leased Premises is situated,or any breach of the terms of the Lease or this Amendment. 6. EXTENSION OF TERM. Lessee desires to extend the term of the Lease for an additional five(5)years after the currently scheduled expiration of the existing term of the Lease on August 31, 2012. Lessor and Lessee hereby agree that the Lease term is hereby extended an additional five(5)years and shall expire on August 31,2017. The Rent shall remain the same as it is as of the effective date of this Amendment up to and including August 31, 2012, that is $3,000 per month,plus additional rent of$1,000 per month for the Alcohol License(if in use by the Lessee), plus applicable sales taxes on the rent and additional rent, plus one-half the annual real estate taxes on the building in which the Leased Premises is located, and one-half of the garbage dumpster service. Beginning September 1, 2012 and continuing until August 31, 2014, the Rent shall be $4,100 per month, plus additional rent of$1,000 per month for the Alcohol License (if in use by the Lessee), plus applicable sales taxes on the rent and additional rent, and one-half of the garbage dumpster service. During this two year period, Lessee shall not pay Lessor one-half of the real estate taxes for the building in which the Leased Premises is located. Beginning September 1, 2014 and continuing until August 31,2017,the Rent shall be$4,500 per month,plus additional rent of$1,000 per month for the Alcohol License(if in use by the Lessee), plus applicable sales taxes on the rent and additional rent, and one-half of the garbage dumpster service. During this three year period, Lessee shall not pay Lessor one-half of the real estate taxes for the building in which the Leased Premises is located. 7. INSURANCE. Commencing upon the execution of this Amendment and at all times during the tern of the Lease, including all extensions of the Lease term, Lessee shall pay for and maintain: (a) replacement cost personal property insurance covering all of Lessee's personal property located on the Leased Premises; (b) public liability insurance in amounts no less than $100,000.00 for property damage, $1,000,000.00 for liquor liability, and $1,000,000.001$2,000,000.00 general liability on an occurrence basis; and (c) worker's compensation insurance as required by statute. Lessor shall be added to all insurance policies as an additional insured, which policy shall include a waiver of subrogation rights by Lessee's insurance carrier. Lessor may at any time perform such acts as may be required of Lessee hereunder, or advance premiums required to be paid by Lessee, the same thereupon becoming additional rent and immediately due. 8. SECURITY. Lessee has requested that Lessor not require a security deposit or a general personal guaranty of the Lease by Kim Kelly due to the long-term tenancy of Lessee at the Leased Premises. Lessor hereby agrees to this request by Lessee. Lessor and Lessee do, however, hereby agree that upon execution of this Amendment, Lessee shall execute a UCC-1 Financing Statement C UCC"), to be recorded with the Florida Secretary of State, that provides Lessor a security interest in all personal property and fixtures located on the Leased Premises during the term of this Lease. Such personal property and fixtures shall serve as Lessor's security for Lessee's full and faithful performance of the terms and conditions of the Lease, as amended from time to time. In addition to the UCC,Kim Kelly hereby personally guarantees the clean-up and restoration of the Leased Premises to broom clean condition upon the expiration or earlier termination of the Lease, including but not limited to the removal of all signage and the restoration of the any damage, holes, or marks to the building in which the Leased Premises is located. This limited personal guaranty by Kim Kelly shall be a continuing personal obligation that shall be legally enforceable against Kim Kelly by Lessor in accordance with the terms of this Amendment. 9. OTHER LEASE PROVISIONS. Unless specifically amended by this Amendment, all.other terms and conditions of the Lease remain unchanged and in full force and effect. [Signature page follows IN WITNESS WHEREOF,the Lessor and Lessee have executed this Amendment effective as of the day and year first above written. Signed, sealed and delivered in the presence of LESS HARVEYE. OYER HI,.AS PERSONAL fAR S ATI F T E EA F E JR. Print Name: & er III, nal Representative P nt Name. -- LESSEE: CAFE BARISTA, INC.,a Florida corporation,d/b/a Hurricane Alley Raw Bar R urant Print e: _ Felly, e 'dent 0 Print N e: LIMITED PERSOMA I GUARANTY: klii,� ke- Fn4nt N e: rim ehy,i ivi y my1fFersonally Print e: LEASE AMENDMENT THIS LEASE AMENDMENT teffective day of 1 " Date") between HARVEY E. OYER 111, AS PERSONAL REPRESENTATIVE OF THE ESTATE OF HARVEY E. OYER, JR. ("Lessor'), Floridaaddress of 511 East Ocean Avenue, Boynton Beach, INC., a Florida corporation,d/b/a Hurricane Alley Raw Bar&Restaurant("I&ILee 529 East Ocean Avenue,Boynton Beach, i Florida . whose address Oyer,WHEREAS, Harvey E. Jr., as lessor, and Lessee entered into that certain Business Lease " " , dated October 2, 2007, for ground floor retail space located at 527, 529, and 1 East Ocean Avenue, Boynton Beach, Florida to be used exclusively " Prernhg");and Harvey E. Oyer, J . died on December 18, 2010 , by operation of 1 ;and enteredWHEREAS, Lessor and Lessee t t dated effective January 1, ;and WHEREAS, Lessor and Lessee mutually desire to further amend the Lease in accordance with the terms and conditions . NOW, THEREFORE, in consideration of the above recita][s� the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency iacknowledge, lI I RECITALS. The above Recitals am true and correct and are incorporated herein by this e . specifically2. OTHER LEASE PROVISIONS. Unless is unchangedAmendment all other terms and conditions of the Lease remain o effect. . LICENSE FOR USE OF SID_EKAL . Lessee has requested the use of a portion of a sidewalk Fashion Shoppe Boutique, Inc. ("ESB"). Lessee desires to utilize that portion of the sidewalk located in fiunt ,as mom 1 i i " "attacked hereto C' is "), seating incident 's operation of Hurricane__ _Alley as a restaurant. Lessor hereby grants to Lessee a license to utilize Area for the sole purpose of outdoor seating incident to Lessee's operation of Hurricane Alley as a restaurant,but only upon the terms and conditions contained in this Amendment. Lessee shall marls the sidewalk in an inconspicuous manner that allows Lessee's employees to place Lessee's tables and chairs in the same spots each day. Lessee shall ensure that all tables and chairs located in the License Area stay in their designated spots,as depicted on Exhibit"A",at all times. At no time shall any tables or chairs be placed in front of FSB's entrance or west of FSB's entrance. Lessee shall be prohibited from connecting tables or placing large parties in the License Area Lessee shall place and maintain at all times two planters into the locations depicted on EXWhJIt"A"to direct pedestrian traffic. Lessee shall at all times have a copy of Exhibit"A"in the restaurant so that Lessee's staff is aware of correct placement of the tables and chairs in the License Area. Lessee shall ensure that no dogs,dog water bowls,chairs,strollers, or any other animal or object be permitted in front of FSB's windows,entrance,merchandise, mannequins,or display area Lessee shall ensure that its staff clean up after each table turnover in a timely manner,never allowing plates,food,or trash to remain on the tables in the License Area Lessee shall ensure that no trash is allowed on the sidewalk of the License Area at any time. Lessee shall be responsible for the cleaning (including regular pressure cleaning)and maintenance of the License Area The table closest to FSB's store shall be designated as the "FSB Men's Store Table"and be made available to FSB's owners,staff,employees,and guests when it is available and,if occupied,FSB's owners,staff,employees,and guests shall be next in line for said table. Lessee shall make best efforts to have its employees attach to each of Lessee's customer's receipts a$5 gift card for FSB's store located adjacent to the Leased Premises. FSB shall provide Lessee with the$5 gift cards. [Signature page follows] x /7 F58 Area I ,y•�I + 4 ov To4lerero r eel ' 1 10 0 C � i .r- e CZ C { r ) ® ewrn s� �ti kf OULL u 1p @ r ` J (' A • j a W. S �• F,-< �frdN T7e�Y+1. P.'to�eVA___. __ .._ �. IN WITNESS WHEREOF,the Lessor and Lessee have executed this Amendment effective as of the day and year first above written. Signed,sealed and delivered in the presence of LESSOR: HARVEY EOYEPylll, AS PERSONAL REPRE TA E OF THE ESTATE OF ti R,JR. 77!- rint Name: ,,, ,,• L. II,p Represen ve Print Name: LESSEE: CAFE BARISTA, INC.,a Florida corporation,d/b/a Hurricane Alley Raw Bar 8c urant 49, At N6 N e: Iii ally,P;Q ent ACKNOWLEDGED AND AGREED TO: -_ FASHION SHOPPE BOUTIQUE,INC., a Print Name ' v rr n 3 C;o i,rgol r Florida corporation 4 in ame: John Marquez, ident ` y J LEASE AMENDMENT THIS LEASE AMENDMENT("Amendment")is entered into effective as of the 10 day of September 2017 ("Effective Date's between 500 OCEAN PROPERTIES, LLC, a Florida limited liability company ("Lessor"), having an address of 511 East Ocean Avenue, Boynton Beach, Florida 33435, and CAA BARISTA, INC., a Florida corporation, d/b/a Hurricane Alley Raw Bar& Restaurant ("Lessee's, whose address is 529 East Ocean Avenue,Boynton Beach,Florida 33435. RENTALS: WHEREAS, Harvey E. Oyer, Jr., as lessor, and Lessee entered into that certain Business Lease("Lease'),dated October 2,2007,for ground floor retail space located at 527, 529,and 531 East Ocean Avenue,Boynton Beach,Florida to be used exclusively as a restaurant("Leased Premises');and WHEREAS, Harvey E. Oyer, Jr. died on December 18, 2010 and Lessor became the owner and landlord of the Leased Premises;and WHEREAS, Lessor and Lessee entered into that certain Lease Amendment dated effective January 1,2011 which, among other changes,granted Lessee the right to make specific alterations to the Leased Premises, obtain an alcoholic beverage license, install signage,and extend the term of the Lease;and WHEREAS, Lessor and Lessee entered into that certain Lease Amendment dated July 2011 which granted Lessee a license for use of a portion of the sidewalk;and WHEREAS, Lessor and Lessee entered into that certain Lease Amendment dated September 1, 2014 which added 533 East Ocean Avenue, Office 4 to the Leased Premises;and WHEREAS, Lessor and Lessee mutually desire to further amend the Lease in accordance with the terms and conditions contained herein. NOW, THEREFORE, in consideration of the above recitals, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which both parties hereto acknowledge, Lessor and Lessee hereby agree as follows: AGRFFnra:NT• 1. RECITALS. The above Recitals are true and correct and are incorporated herein by this reference. 2. OTHER LEASE PROVISIONS. Unless specifically amended by this Amendment,all other terms and conditions of the Lease,as previously amended,remain unchanged and in full force and effect. 3. EXTENSION OF TERM AND RENT. Lessor and Lessee mutually desire to extend the term of the Lease for an additional five(5)years after the expiration of the existing term of the Lease on August 31,2017. Lessor and Lessee hereby agree that the Lease term is hereby extended an additional five(5)years and shall expire on August 31, 2022. For the first three(3)years of the extended term of the Lease,the Rent(defined below)shall remain the same as it is on the Effective Date hereof. For year four(4)of the extended term of the Lease,the Rent shall increase 5%. For year five(5)of the extended term of the Lease,the Rent shall increase an additional 5%. The Rent shall be $5,875 per month,which includes$4,500 of base rent for the restaurant,$1,000 for the Alcohol License,and$375 for the upstairs Office 4. Lessee shall pay the Rent,plus all applicable sales taxes,to Lessor each month,without demand,at Lessor's office. At Lessee's request,Lessor hereby authorizes and permits Lessee to divide the monthly Rent payments so that one-half of the monthly Rent shall be paid by Lessee to Lessor on the 1" day of each month during the extended term hereof and the remaining one-half of the Rent shall be paid by Lessee to Lessor on the 151 day of each month during the extended term hereof. In addition to the Rent,Lessee shall pay to Lessor one-half of the property taxes and assessments for the building within thirty(30)days after Lessor provides Lessee with a copy of the annual property tax brill,usually early November of each year. In addition to the Rent,Lessee shall also pay to Lessor each month one-third of the garbage and recycling dumpster fees and taxes. 4. RIGHT OF FIRST REFUSAL. Prior to or upon the expiration of the extended term of the Lease provided for herein,Lessee shall have a right of first refusal to match the terms and conditions of any lease for the Leased Premises that Lessor obtains from a third party potential lessee. After presentation by Lessor to Lessee of the terms and conditions of any third party potential lease,Lessee shall have ten(10)days in which notify Lessor of its intention to exercise the right of first refusal and match the same terms and conditions. Should Lessee fail to agree to match the same terms and conditions within said ten(10)period,Lessee's right of first refusal shall be waived and Lessor may proceed to lease the Leased Premises to the third party. Should Lessee exercise its right of first refusal within said ten(10)days,Lessor and Lessee shall enter into a new or amended lease agreement for the Leased Premises on such terms and conditions contained in the right of first refusal notice. [Signature page follows] IN WrrNESS VVHEREOF,the Lessor and Lessee have executed flus Amendment effective as of the day and year first above written. Signed,sealed and delivered in the presence of LESSOR: 508 Ocean Properties,LLC,a Florida limited liability company BY: ... Its: Mmia&gember Print Name. , ( 0,j LESSEE: CAFt BARISTA,INC.,a Florida corporation,d/b/a Hurricane Alley Raw Bar&Restaurant Print Name:, berlB.Kel Sident 9Print Nam KALA MARKETING GROUP OFFICE #1 OFFICE SPACE LEASE AGREEMENT THIS COMMERICAL LEASE AGREEMENT ("Lease") is made effective as of the Is` day of September 2014, between 500 OCEAN PROPERTIES, LLC, a Florida limited liability company, whose mailing address is 511 East Ocean Avenue, Boynton Beach, Florida 33435 ("LANDLORD") and KALA MARKETING GROUP ("TENANT"). WITNESSETH: That LANDLORD, for and in consideration of the covenants, agreements and conditions herein contained, on the part of TENANT to be kept and performed, does hereby lease to TENANT, and TENANT does hereby lease from LANDLORD, Office 1 located at 533 East Ocean Avenue, Boynton Beach, Florida 33435 ("Property"). The terms and conditions of this Lease are as follows: 1. TERM. The term of this Lease shall be for one (1) year, commencing on September 1,2014 and ending on August 31,2015. 2. RENT. (a) TENANT agrees to pay to LANDLORD in lawful money of the United States the sum of Three Thousand and No/100 Dollars ($3,000.00) on or prior to the commencement date, which stun represents the first six (6) months of rent at the rate of Five Hundred and No/100 Dollars ($500.00) per month ("Rent"). TENANT agrees to pay to LANDLORD in lawful money of the United States the sum of Three Thousand and No/100 Dollars ($3,000.00) on or prior to March 1, 2015, which sum represents the second six (6) months of Rent at the rate of Five Hundred and No/100 Dollars ($500.00) per month. Rent shall be paid at LANDLORD'S address stated above, or at such other place as LANDLORD may specify in writing. LANDLORD agrees that, in the event that LANDLORD and TENANT mutually agree to renew this Lease for an additional year, that the Rent shall not increase by more than five percent(5%)per annum. (b) Upon the execution hereof, TENANT shall pay to LANDLORD: (i) the sum of Three Thousand and No/100 Dollars ($3,000.00) as prepaid rent for the first six (6) months of the Term; and (ii) the sum of Five Hundred and No/100 Dollars ($500.00)representing the Security Deposit (defined below). (c) In addition to any other rights of LANDLORD hereunder, in the event TENANT shall fail to pay rent or other sums due hereunder on its due date, TENANT shall pay to LANDLORD a late fee in the amount of Thirty and No/100 Dollars($30.00) for each calendar day that the Rent is late beyond the due date. The late fee is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. WPBDOCS 8540135 2 3. SECURITY DEPOSIT. TENANT hereby deposits with LANDLORD the sum of Five Hundred and No/100 Dollars ($500.00) as a security deposit (the "Security Deposit'), the receipt of which is hereby acknowledged, which sums shall be held by LANDLORD upon the following terms and conditions: (a) As security for the performance by TENANT of all of the terms, conditions and covenants of this Lease;and (b) As security for the return by TENANT to LANDLORD of the Property in accordance with the terms of this Lease. The Security Deposit shall not be construed as,or applied, in payment of any rental herein reserved to be paid;and (c) In the event of default of any kind by TENANT, then and in such event, LANDLORD shall be deemed authorized, at LANDLORD's option, to retain the Security Deposit as liquidated, stipulated and agreed upon damages; provided, however, that in no event shall LANDLORD be deprived of any other remedy, whether at law or equity or reserved by the terms of this Lease, regardless of retention by LANDLORD of the Security Deposit;and (d) Upon expiration of the Term of this Lease, and in the event that there has been no default of any kind whatsoever on the part of TENANT, the Security Deposit shall be returned to TENANT or LANDLORD shall give TENANT written notice of LANDLORD's intention to impose a claim against the Security Deposit on account of loss or damage to the Property, reasonable wear and tear excepted. There shall be no interest paid on the Security Deposit and LANDLORD may commingle the Security Deposit with other of LANDLORD's funds. 4. INSURANCE: (a) TENANT shall obtain general liability insurance covering the activities of TENANT and TENANT'S employees, agents, contractors, guests, customers, and invitees while on the Property in an amount of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) each occurrence. LANDLORD shall be listed as additional insured and a certificate of insurance shall be provided to LANDLORD within three (3) days after the commencement of this Lease. TENANT shall require its insurance company to provide at least thirty(30) days prior written notice to LANDLORD before canceling or altering the liability insurance policy. (b) TENANT shall obtain insurance covering TENANT'S personal property and inventory located at the Property. Under no _circumstance shall LANDLORD be responsible onsible or liable for TENANT'S ersonal roe or inventory located at the Property. 5. OCCUPANCY AND USE OF THE PREMISES. (a) TENANT shall occupy the Property for office purposes only. TENANT shall not change, alter or install locks without the prior written consent of LANDLORD. WPBDOCS 8540135 2 (b) TENANT shall not allow any pets or animals on the Property without LANDLORD'S prior written consent (which shall be given or denied in LANDLORD's sole and absolute discretion). (c) No smoking shall be permitted within the offices in the hallwaysL or common areas of_the Pro ert`y at anytime with no exceutions. (d) TENANT shall abide by and comply with all reasonable rules and regulations now or hereafter promulgated by LANDLORD and all ordinances and laws of all governmental entities, whether federal, state or local, having jurisdiction in the matter. TENANT shall neither permit not commit, whether with or without knowledge or consent, any immoral, improper or unlawful practice or act in or upon the Property. TENANT agrees not to make, nor permit to be made, any disturbance, noise or annoyance of any kind which is detrimental to the Property. TENANT shall not, in any manner,alter,damage or deface the Property. (e) Provided that TENANT abides by all terms, obligations, and covenants of this Lease, TENANT shall enjoy quiet and peaceful possession of the Property during the Term. 6. UTILITIES. (a) During the Term, LANDLORD shall pay the cost of water and sewer service, electricity, garbage service, and quarterly pest control. During the Term, TENANT agrees to pay all utility charges for telephone, television/internet,and any other utilities or services used at the Property, including all installation and activation fees and any deposits required by such utility providers. (b) Except in the instance of LANDLORD'S negligence, LANDLORD shall not be liable to TENANT in the event any utility services are interrupted or become unavailable, for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction, nor be deemed an interference with TENANT's occupancy of the Property, nor shall Rent be abated during any such period of interruption or unavailability. 7. MAINTENANCE AND REPAIRS• HURRICANE _PROTECTION: SURRENDER OF PROPERTY. (a) TENANT shall, at its sole expense,keep and maintain the Property in good, clean and sanitary condition and repair during the Term of this Lease. Except for repairs due to TENANT's misuse, waste, or neglect or that of TENANT"s family members, agents or visitors, the LANDLORD will be responsible for the repair and replacement of the roof, air conditioning system,and appliances. (b) TENANT shall not drain, nor permit the drainage of, grease into the toilets or sinks. WPBDOCS 8540135 2 (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) LANDLORD shall engage a professional pest control contractor to provide calendar quarterly pest control service. (e) TENANT shall,at the end of the Lease term, surrender and deliver to LANDLORD the Property, without demand, "broom clean" and in the same condition as it existed on the commencement date hereof, reasonable wear and tear excepted. 8. NO ADDITIONS OR ALTERATIONS. (a) TENANT shall not make any additions, changes or alterations in and upon the Property (including, without limitation, painting of portions of the Property) of any nature whatsoever without the prior written consent of LANDLORD, which consent may be given or withheld in LANDLORD's sole discretion. LANDLORD may remove or change, at TENANT's cost and expense, any addition, change or alteration made by TENANT without LANDLORD's consent, the charge for which shall be paid by TENANT upon demand. TENANT shall not permit or install nails, screws or adhesive hangers except standard picture hooks; and no nails, screws or hangers may be placed in walls,woodwork or any part of the Property. (b) No personal property, appliances or fixtures shall be removed by TENANT without the prior written consent of LANDLORD. LANDLORD's interest in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services, labor or materials performed at TENANT's request. (c) If any lien is filed against the Property for improvements or work claimed to have been done or for materials claimed to have been furnished to TENANT, the lien shall be discharged by TENANT within ten (10) days thereafter, at TENANT's expense, and TENANT shall indemnify LANDLORD for any loss, cost, or expense incurred by LANDLORD as a result of TENANT'S violation of this provision. The foregoing indemnification shall survive termination or expiration of this Lease. 9. DESTRUCTION BY CASUALTY. In the event the Property or any portion thereof may be rendered untenantable by reason of fire, explosion or any other casualty, LANDLORD, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty (60) days thereafter, or terminate this Lease. In such event, LANDLORD shall give TENANT ten (10) days' notice in writing of LANDLORD's intention to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property, LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which the Property is or remains untenantable shall be abated or apportioned. 10. PROPERTY LOSS DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition WPBDOCs 8540135 2 and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members, agents, licensees or invitees, for damage to persons or property caused by any individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the presence of bugs, vermin or insects in the Property. TENANT hereby releases LANDLORD from any and all claims for loss, damage or injury of any nature whatsoever to person or property, including (without limitation) damage caused by theft, vandalism, water, smoke, fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims, liabilities, actions, causes of action, damages, costs and expenses whatsoever which may arise out of, result from or be attributable to TENANT's use or occupancy of the Property, or any act or omission thereon (whether by TENANT, TENANT's family members, agents, employees, licensees or invitees), which indemnification shall include attorneys' fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration of this Lease. (d) LANDLORD'S insurance does not cover loss or damage to any of TENANT's personal property or possessions. if TENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall obtain and pay for any such insurance coverage. 11. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the Property or any part thereof nor assign (voluntarily or by operation of law) this Lease or any interest therein, nor mortgage nor encumber the Property or this Lease. 12. RIGHT OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours. LANDLORD's entry into the Property shall be for the purpose examining it and to, in LANDLORD's sole discretion, make such repairs and alterations as LANDLORD may deem necessary to insure the orderly and proper maintenance of same. In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLORD's intention to do so, for the purpose of showing the Property to prospective: (i) tenants; (ii) purchasers; or (iii) mortgagees. 13. DEFAULT. (a) If TENANT shall fail to pay any installment of Rent or other sums on the due date or if TENANT should fail to keep and perform each and every one of the terms and conditions of this Lease, then and in any of such events, TENANT will be in default hereunder. If TENANT should become in default hereunder, LANDLORD will have any and all of the rights and remedies which the law of Florida confers upon a WPBDOCs 8540135 2 landlord against a tenant in default, including, without limitation, the right to: (i) terminate this Lease and sue for unpaid Rent; and/or (ii) accelerate the entire unpaid balance of the Rent for the Term of this Lease and sue for the collection of such Rent; and/or (iii)take possession of the Property (and any and all of TENANT's personal property therein) and, at LANDLORD's option, rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may remove TENANT's personal property and store same at the expense of TENANT, without being liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT, LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting (including, without limitation, the cost of brokerage, repair, alteration and all other sums) and apply any remaining Rent or proceedings to payment of Rent and other sums due hereunder and TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefunded balance of the Security, then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity. In the event TENANT shall fail to vacate the Property as and when required hereunder, TENANT shall be deemed a tenant at sufferance and, in addition to any other rights and remedies accorded to LANDLORD,TENANT shall be charged, for each day during its occupancy, an amount equal to 250% of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) If, by reason of a default hereunder, a party employs an attorney to enforce or otherwise protect its rights hereunder and such party prevails in litigation resulting from the default, the non-prevailing party will owe and will pay the prevailing party's reasonable attorneys' fees (including fees at trial and appellate levels) and costs and expenses. 14. APPLIANCES AND AIR CONDITIONING. All fixtures and appliances at the Property are supplied by LANDLORD for the Term of this Lease and are owned by LANDLORD. 15. SUBORDINATION. This Lease is subject and subordinate to all ground or underlying leases, encumbrances, mortgages and other matters which may now or hereafter affect or become a lien upon the Property (or any portion thereof) and to any renewals, modifications, amendments, replacements or extensions thereof. TENANT shall execute any and all instruments as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT hereby irrevocably appoints LANDLORD as TENANT's attorney-in-fact to execute any and all such instruments. 16. CUMULATIVE REMEDIESL LAWS; NOTICES;_ INVALIDITY; WAIVER• SURRENDER• ENTIRE AGREEMENT: SUCCESSORSAND ASSIGNS. All rights and remedies herein created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in WPBDOCs 8540135 2 this Lease. This Lease shall be construed in accordance with Florida law. All notices shall be hand-delivered or mailed by certified mail, return receipt requested, to LANDLORD at the address for payment of Rent and to TENANT (after the date of commencement of the Term of this Lease) at the property address. Notices to TENANT mailed in accordance with the terms hereof shall be deemed given when mailed; however, notices to LANDLORD shall be deemed received only upon actual receipt. Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be deemed an acceptance of a surrender of the Property or this Lease,and no agreement to accept the Property and surrender the Lease shall be valid unless in writing signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not operate as a termination of this Lease or a surrender of the Property. The failure of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. Receipt of Rent by LANDLORD with knowledge of breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANDLORD and no payment of Rent of a lesser amount than that due, nor any endorsement or statement on a check, shall be deemed an accord and satisfaction and LANDLORD may accept such check or payment without prejudice to its right to recover any unpaid rent or other sums, or to pursue any remedy provided in this Lease. This Lease contains the entire agreement between the parties with respect to the subject matter and supersedes any prior or oral agreements or understandings. All promises, covenants and agreements set forth in.this Lease shall be binding upon and inure to the benefit of the parties hereto, and (to the extent permitted) their respective heirs, personal representatives, successors and assigns. 17. RADON GAS. 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 requirements have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. [SIGNATURES CONTAINED ON FOLLOWING PAGES] WPBDOCS 8540135 2 IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date and year first above written. WITNESSES: LANDLORD: 500 Ocean Properties, LLC, a Florida limited RAIW liability company By: Christian Macoviak, its Managing Member WITNESSES: TENANT: Kala Marketing Croup Its: a WPBDOCS 8540135 2 850-617-6381 1/24/2013 �- 1 :11 AM PAGE 1/002 Fax Server Kc Koh tate - urlo, _ r # V C µ �Ipparltnpnt of #101P 7 n I certify from the records of this office that KALA MARKETING GROUP, LLC, NOR is a limited liability company organized under the laws of the State of Florida, filed on January 23, 2013, effective January 23, 2013, lom The document number of this company is L13000011929. Fgc _ I further certify that said company has paid all fees due this office through December 31, 2013, and its status is active. HA Authentication Code: 813A00001778-012413-1,13000011929-1/1 G Y VIC HC HCHIC X:N§p)j4 BY n ZiKc V PCE V Given under my hand and the Great Seal of the state of Florida, at Tallahassee, the Capital, this the KETwenty-fourth day of January, 2013 Pot t * cqCHI RIO D UT den' �BWher �berretarp of &tate •1 Q, l J XVINAC s State of Dalabure Seozetazy of State Division of tiaras Certificate of Formation 12:23 23 01313 of SRV 130079746 - 52783127 FILE Simple Group, LLC 1. The name of this Delaware limited liability company is: Simple Group, LLC 2. The name and address of the registered agent of the Company is: Corporate Creations Network Inc. 3411 Silverside Road Rodney Building #104 Wilmington DE 19810 3. The Company will be a manager-managed company. 4. The profits and losses of the Company shall be allocated to the members in proportion to their percentage interest in the Company, unless otherwise provided in the Company's limited liability company agreement. Unless otherwise provided in the Company's limited liability company agreement, there shall not be any distribution of profits unless each separate distribution is approved by the affirmative vote of members who own more than 50% of the voting interest in the Company. The voting members shall have complete discretion on when and if to approve any distribution of profits, unless otherwise provided in the Company's limited liability company agreement. 5. No member shall have the right to assign the member's interest in the Company without the written agreement of all the members, unless otherwise provided in the Company's limited liability company agreement. Unless otherwise provided in the Company's limited liability company agreement, if all the members do not approve the assignment, the assignee shall have no right to become a member, to participate in the management of the Company or to exercise any other rights or powers of a member. The assignee shall merely be entitled to receive the share of profits and other distributions and the allocation of income, gain, loss deduction; credit or similar item to which the assignor was entitled,to the extent assigned. The undersigned authorized person has executed this Certificate of Formation on January 23,2013. AUTHORIZED PERSON: 1ESSICA MORALES,SPECIAL SECRETARY J I DEPARTMENT OF IRSIJTRNAL RENESERVCE CINCINNATI OH 45999-0023 Date of this notice: 01-24-2013 Employer Identification Number: 46-1853144 Form: SS-4 Number of this notice: cP 575 G KALA MARKETING GROUP LLC REINALDO SCHIAVINATO SOLE MBR For assistance you may call us at: 301 NE 51ST ST STE 1290 BOCA RATON, FL 33431 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 46-1853144. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. if you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. UTORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. • Refer to this EIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. if you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is KALA. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. oc S - OJ'PIi JIGV/O LLC CHASE. KALA.MARKET.lNG GROUP, 301 YAMAfO RD STS 1240 80CA RATAN-':FL 33431 3/29/2014 "3,500:00 1'AY TO THE 5Q0 OCEAN PROPERTIES, LLC - _ -ORDER OF: 7. 77. Three Thousand Five Hundred and 001100 7.7 500;OCEAN PROPERTIES,t,LC 51'1.E Ocean Ave,;. •:, - : Baynton Beach, I LA ,,eNa,, , MEMO Advance Rent 6 mo+Secunty Deposit 1120013020 1: 26 708 4 L 3 i1: 180 3 3 3 9 5011' Lease Extension A reement August 30, 1020 500 Ocean Properties, LLC(LANDLORD)and individually(collectively"TENANT")agree to extend lease on said premises know as 533 E Ocean Ave#5, Boynton Beach, FL 33435, original lease dated 1st day of September 2014. For good consideration 500 Ocean Properties,LLC and Kala Marketing Group and Reinaldo Schiavinato ("tenant') agree to extend the said lease for a period of one year,starting date of 1st day of September 2020 and terminating on the 30th day of August 2021. The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. During the lease extension period,Kala Marketing Group and Reinaldo Schiavinato, ("tenant") agrees to pay rent in the amount of$1000.00(One Thousand) per month. This agreement shall be binding upon and shall insure the benefit of the parties,their successors,assigns, personal agents and managing members. Landlord Date l� Tenant Date $13112020 Witness Date Lease Extension Agreement August 12,2021 500 Ocean Properties, LLC(LANDLORD)and Kala Marketing Group and Reinaldo Schiavinato individually(collectively"TENANT") agree to extend lease on said premises know as 533 E Ocean Ave tis, Boynton Beach, FL 33435,original lease dated 1st day of September 2014. For good consideration 500 Ocean Properties, LLC and Kala Marketing Group and Reinaldo Schiavinato ( "tenant") agree to extend the said lease for a period of one year,starting date of 1st day of September 2021 and terminating on the 30th day of August 2022. The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. During the lease extension period,Kala Marketing Group and Reinaldo Schiavinato, "tenant") agrees to pay rent in the amount of$1030.00 G u"ad)per month. ( 0n Vr a wri-[htr 1:!j and tAP tm This agreement shall be binding upon and shall insure the benefit of the parties,their successors,assigns,personal agents and managing members. Landlord ( e ,gyp Date 9,12-4121 Tenant Date 8/22/21 Witness Date FLORIDA TECHNICAL CONSULTANTS, LLC OFFICES #2 & #3 OFFICE SPACE LEASE AGREEMENT THIS COMMERICAL LEASE AGREEMENT ("Lease") is made effective as of the 15th day of October 2017,between 500 OCEAN PROPERTIES,LLC,a Florida limited liability company, whose mailing address is 511 East Ocean Avenue, Boynton Beach, Florida 33435("LANDLORD")and Florida Technical Consultants,LLC,a Florida limited liability company("TENANT"), whose address shall be the address of the "Property" described below. WITNESSETH: That LANDLORD, for and in consideration of the covenants, agreements and conditions herein contained,on the part of TENANT to be kept and performed,does hereby lease to TENANT, and TENANT does hereby lease from LANDLORD, Office 2 located at 533 East Ocean Avenue,Boynton Beach, Florida 33435 ("Property"). The terms and conditions of this Lease are as follows: 1. TERM. The term of this Lease shall be for one (1) year, commencing on October 15,2017 and ending on October 14,2018 2. RENT. (a) TENANT agrees to pay to LANDLORD in lawful money of the United States each month during the Term of this Lease, the sum of Five Hundred Fifty and No/100 Dollars ($550.00) ("Rent"). Rent shall be paid at LANDLORD'S address stated above,or at such other place as LANDLORD may specify in writing. (b) Upon the execution hereof,TENANT shall pay to LANDLORD: (i) the sum of Five Hundred Fifty and No/100 Dollars($550.00)as prepaid first month's rent; (ii) the sum of Five Hundred Fifty and No/100 Dollars ($550.00) as prepaid last month's rent; and (iii) the sum of Five Hundred Fifty and No/100 Dollars ($550.00) representing the Security Deposit(defined below). The total sum to LANDLORD is $1650.00. (c) In addition to any other rights of LANDLORD hereunder, in the event TENANT shall fail to pay rent or other sums due hereunder on its due date,TENANT shall pay to LANDLORD a late fee in the amount of Thirty and No/100 Dollars ($30.00) for each calendar day that the Rent is late beyond the due date. The late fee is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. 3. SECURITY DEPOSIT. TENANT hereby deposits with LANDLORD the sum of Five Fifty Hundred and No/100 Dollars ($550.00) as a security deposit(the"Security Deposit"),the receipt of which is hereby acknowledged,which sums shall be held by LANDLORD upon the following terms and conditions: (a) As security for the performance by TENANT of all of the terms,conditions and covenants of this Lease; and (b) As security for the return by TENANT to LANDLORD of the Property in accordance with the terms of this Lease. The Security Deposit shall not be construed as,or applied, in payment of any rental herein reserved to be paid; and (c) In the event of default of any kind by TENANT,then and in such event, LANDLORD shall be deemed authorized, at LANDLORD's option,to retain the Security Deposit as liquidated, stipulated and agreed upon damages; provided, however,that in no event shall LANDLORD be deprived of any other remedy,whether at law or equity or reserved by the terms of this Lease, regardless of retention by LANDLORD of the Security Deposit;and (d) Upon expiration of the Term of this Lease,and in the event that there has been no default of any kind whatsoever on the part of TENANT,the Security Deposit shall be returned to TENANT or LANDLORD shall give TENANT written notice of LANDLORD's intention to impose a claim against the Security Deposit on account of loss or damage to the Property, reasonable wear and tear excepted. There shall be no interest paid on the Security Deposit and LANDLORD may commingle the Security Deposit with other of LANDLORD's funds. 4. INSURANCE: (a) TENANT shall obtain general liability insurance covering the activities of TENANT and TENANT'S employees,agents,contractors,guests,customers, and invitees while on the Property in an amount of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) each occurance. LANDLORD shall be listed as additional insured and a certificate of insurance shall be provided to LANDLORD within three(3)days after the commencement of this Lease. TENANT shall require its insurance company to provide at least thirty (30) days prior written notice to LANDLORD before canceling or altering the liability insurance policy. (b) TENANT shall obtain insurance covering TENANT'S personal property and inventory located at the Property. Under no circumstance shall LANDLORD be responsible or liable for TENANT'S ersonal roe or inventoEy located at the Properly. 5. OCCUPANCY AND USE OF THE PREMISES. (a) TENANT shall occupy the Property for office purposes only. TENANT shall not change, alter or install locks without the prior written consent of LANDLORD. (b) TENANT shall not allow any pets or animals on the Property without LANDLORD'S prior written consent (which shall be given or denied in LANDLORD's sole and absolute discretion). (c) No smoking shall be er fitted within the office,in the hallways or common areas at anytime with no exceptions. (d) TENANT shall abide by and comply with all reasonable rules and regulations now or hereafter promulgated by LANDLORD and all ordinances and laws of all governmental entities, whether federal, state or local,having jurisdiction in the matter. TENANT shall neither permit not commit,whether with or without knowledge or consent, any immoral, improper or unlawful practice or act in or upon the Property. TENANT agrees not to make,nor permit to be made,any disturbance,noise or annoyance of any kind which is detrimental to the Property. TENANT shall not,in any manner,alter,damage or deface the Property. (e) Provided that TENANT abides by all terms, obligations, and covenants of this Lease, TENANT shall enjoy quiet and peaceful possession of the Property during the Term. 6. UTILITIES. (a) During the Term, LANDLORD shall pay the cost of water and sewer service, garbage service, electricity, and quarterly pest control. During the Term, TENANT agrees to pay all utility charges for telephone,television/internet,and any other utilities or services used at the Property, including all installation and activation fees and any deposits required by such utility providers. (b) Except in the instance of LANDLORD'S negligence,LANDLORD shall not be liable to TENANT in the event any utility services are interrupted or become unavailable, for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction, nor be deemed an interference with TENANT's occupancy of the Property,nor shall Rent be abated during any such period of interruption or unavailability. 7. MAINTENANCE AND PAIRS•HURRICANE PROTECTION•. SURRENDER OF PROPERTY•, AND INSURANCE. (a) TENANT shall, at its sole expense,keep and maintain the Property in good, clean and sanitary condition and repair during the Term of this Lease. Except for repairs due to TENANT's misuse,waste,or neglect or that of TENANT"s family members, agents or visitors, the LANDLORD will be responsible for the repair and replacement of the roof,air conditioning system,and appliances. (b) TENANT shall not drain,nor permit the drainage of,grease into the toilets or sinks. (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) LANDLORD shall engage a professional pest control contractor to provide calendar quarterly pest control service. (e) TENANT shall, at the end of the Lease term, surrender and deliver to LANDLORD the Property, without demand, "broom clean"and in the same condition as it existed on the commencement date hereof,reasonable wear and tear excepted. 8. NO ADDITIONS OR ALTERATIONS. (a) TENANT shall not make any additions, changes or alterations in and upon the Property(including,without limitation,painting of portions of the Property) of any nature whatsoever without the prior written consent of LANDLORD,which consent may be given or withheld in LANDLORD's sole discretion. LANDLORD may remove or change, at TENANT's cost and expense, any addition, change or alteration made by TENANT without LANDLORD's consent,the charge for which shall be paid by TENANT upon demand. TENANT shall not permit or install nails, screws or adhesive hangers except standard picture hooks; and no nails, screws or hangers may be placed in walls, woodwork or any part of the Property. (b) No personal property, appliances or fixtures shall be removed by TENANT without the prior written consent of LANDLORD. LANDLORD's interest in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services, labor or materials performed at TENANT's request. (c) If any lien is filed against the Property for improvements or work claimed to have been done or for materials claimed to have been furnished to TENANT, the lien shall be discharged by TENANT within ten (10) days thereafter, at TENANT's expense, and TENANT shall indemnify LANDLORD for any loss, cost, or expense incurred by LANDLORD as a result of TENANT'S violation of this provision. The foregoing indemnification shall survive termination or expiration of this Lease. 9. DESTRUCTION BY CASUALTY. In the event the Property or any portion thereof may be rendered untenantable by reason of fire, explosion or any other casualty, LANDLORD, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty (60) days thereafter, or terminate this Lease. In such event,LANDLORD shall give TENANT ten(10)days'notice in writing of LANDLORD's intention to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property, LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which the Property is or remains untenantable shall be abated or apportioned. 10. PROPERTY LOSS DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members,agents,licensees or invitees,for damage to persons or property caused by any individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the presence of bugs,vermin or insects in the Property. TENANT hereby releases LANDLORD from any and all claims for loss, damage or injury of any nature whatsoever to person or property, including (without limitation)damage caused by theft,vandalism,water,smoke,fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims, liabilities,actions,causes of action, damages,costs and expenses whatsoever which may arise out of, result from or be attributable to TENANT's use or occupancy of the Property,or any act or omission thereon (whether by TENANT, TENANT's family members, agents, employees, licensees or invitees), which indemnification shall include attorneys' fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration of this Lease. (d) LANDLORD'S insurance does not cover loss or damage to any of TENANT's personal property or possessions. If TENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall obtain and pay for any such insurance coverage. 11. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the Property or any part thereof nor assign(voluntarily or by operation of law)this Lease or any interest therein, nor mortgage nor encumber the Property or this Lease. 12. RIGH'1" OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours. LANDLORD's entry into the Property shall be for the purpose examining it and to, in LANDLORD's sole discretion, make such repairs and alterations as LANDLORD may deem necessary to insure the orderly and proper maintenance of same. In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLORD's intention to do so,for the purpose of showing the Property to prospective: (i)tenants;(ii)purchasers;or(iii)mortgagees. 13. DEFAULT. (a) If TENANT shall fail to pay any installment of Rent or other sums on the due date or if TENANT should fail to keep and perform each and every one of the terns and conditions of this Lease,then and in any of such events,TENANT will be in default hereunder. If TENANT should become in default hereunder,LANDLORD will have any and all of the rights and remedies which the law of Florida confers upon a landlord against a tenant in default, including, without limitation, the right to: (i) terminate this Lease and sue for unpaid Rent; and/or(ii)accelerate the entire unpaid balance of the Rent for the Term of this Lease and sue for the collection of such Rent; and/or (iii)take possession of the Property (and any and all of TENANT's personal property therein) and, at LANDLORD's option, rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may remove TENANT's personal property and store same at the expense of TENANT, without being liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT, LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting(including,without limitation, the cost of brokerage, repair, alteration and all other sums)and apply any remaining Rent or proceedings to payment of Rent and other sums due hereunder and TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefunded balance of the Security,then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity. In the event TENANT shall fail to vacate the Property as and when required hereunder, TENANT shall be deemed a tenant at sufferance and, in addition to any other rights and remedies accorded to LANDLORD, TENANT shall be charged, for each day during its occupancy, an amount equal to 250% of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) If, by reason of a default hereunder, a party employs an attorney to enforce or otherwise protect its rights hereunder and such party prevails in litigation resulting from the default, the non-prevailing party will owe and will pay the prevailing party's reasonable attorneys' fees (including fees at trial and appellate levels) and costs and expenses. 14. APPLIANCES AND_AIR CONDITIONING. All fixtures and appliances at the Property are supplied by LANDLORD for the Term of this Lease and are owned by LANDLORD. 15. SUBORDINATION. This Lease is subject and subordinate to all ground or underlying leases, encumbrances, mortgages and other matters which may now or hereafter affect or become a lien upon the Property (or any portion thereof) and to any renewals,modifications,amendments,replacements or extensions thereof. TENANT shall execute any and all instruments as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT hereby irrevocably appoints LANDLORD as TENANT's attorney-in-fact to execute any and all such instruments. 16. CUMULATIVE REMEDIES• LAWS; NOTICES- INVALIDITY• WAIVER• SURRENDER; ENTIRE AGREEMENT,• SUCCESSORS AND ASSIGNS. All rights and remedies herein created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in this Lease. This Lease shall be construed in accordance with Florida law. All notices shall be hand-delivered or mailed by certified mail,return receipt requested,to LANDLORD at the address for payment of Rent and to TENANT(after the date of commencement of the Term of this Lease)at the property address. Notices to TENANT mailed in accordance with the terms hereof shall be deemed given when mailed; however, notices to LANDLORD shall be deemed received only upon actual receipt.Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions,all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be deemed an acceptance of a surrender of the Property or this Lease, and no agreement to accept the Property and surrender the Lease shall be valid unless in writing signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not operate as a termination of this Lease or a surrender of the Property. The failure of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. Receipt of Rent by LANDLORD with knowledge of breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANDLORD and no payment of Rent of a lesser amount than that due, nor any endorsement or statement on a check, shall be deemed an accord and satisfaction and LANDLORD may accept such check or payment without prejudice to its right to recover any unpaid rent or other sums, or to pursue any remedy provided in this Lease. This Lease contains the entire agreement between the parties with respect to the subject matter and supersedes any prior or oral agreements or understandings. All promises,covenants and agreements set forth in this Lease shall be binding upon and inure to the benefit of the parties hereto, and (to the extent permitted) their respective heirs, personal representatives, successors and assigns. 17. RADON GAS. 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 requirements have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. [SIGNATURES CONTAINED ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date and year first above written. WITNESSES: LANDLORD: �.p 500 Ocean Properties, LLC By: Christian Macoviak,its Managing Member TENANT: By: J rye Barton,its President to Jamesart gin, Individually as Personal Guarantor, 'all of the terms and conditions of this Lease COA . 7 1186 FLORIDA TECHNICAL CONSULTANTS LLC 10327 TRIVERO TER BOYNTON BEACH,FL 33437-3775 63-751/63110548 t 3162297885 a' p DATE . ._ _l �i PAY TO THE n` ORDER �XUJv _ DOLLARS10 m Wa85 FargoBank NA Florida m "U'largoao s FOR+ C _ fir+ 11100000011B6u■ i:0631075L31: 31l6229788Sv fames dyton PX 40 1 ';tr..v''4M .a,.c Ave_,Suite 1,19 Pa3'me IMM-9 4-8488 t.nc.'conl lE'r:I'1MAd EONS CIVIL 1 NO!"Nr_,(:MN(i- (AS - IKYEGRA711_10N TRAV"'1 sr1 :, a (fry 'Y Lease Extension Agreement September 28, 2020 500 Ocean Properties, LLC, a Florida limited liability company whose mailing address is 511 E Ocean Avenue, Boynton Beach, FL 33435 ("LANDLORD")and Florida Technical Consultants, LLC, a Florida limited liability company("TENANT")agree to extend lease on said premises know as 533 E Ocean Ave#2 and#3, Boynton Beach, FL 33435, original lease dated 15th day of October 2017. For good consideration 500 Ocean Properties, LLC and Florida Technical Consultants, LLC "tenant") agree to extend the said lease for a period of one year,starting date of 15th day of October 2020 and terminating on the 14th day of October 2021. The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. During the lease extension period, Florida Technical Consultants, LLC, ("tenant") agrees to pay rent in the amount of$1300.00(One thousand#aws �t 'vj per month. This agreement shall be binding upon and shall insure the benefit off the parties,their successors,assigns, personal agents and managing members. Landlord 0 4At 41A)ln Date _112 2X:) Tenant ac Date —150T 'I a 2020 Witness Date Lease Extension Agreement September 21,2021 500 Ocean Properties, LLC, a Florida limited liability company whose mailing address is 511 E Ocean Avenue, Boynton Beach, FL 33435 ("LANDLORD")and Florida Technical Consultants, LLC, a Florida limited liability company("TENANT")agree to extend lease on said premises know as 533 E Ocean Ave#2 and #3, Boynton Beach, FL 33435,original lease dated 15th day of October 2017. For good consideration 500 Ocean Properties, LLC and Florida Technical Consultants, LLC "tenant") agree to extend the said lease for a period of one year,starting date of 15th day of October 2021 and terminating on the 14th khnical October 2022. The Parties reserve the right, in their sole and absolute discretion,to to this lease for any reason upon providing 90 days written Notice to the other Party. Initial (Tenant) L11 /-- During the lease extension period, Florida Consultants, LLC, ("tenant") agrees to pay rent in the amount of$1340.00(One thousand three hundred forty) per month. This agreement shall be binding upon and shall insure the benefit of the parties,their successors, assigns, personal agents and managing members. Landlord N, kqyneif A h Date Tenant Date IXciT ( Gyzl Witness Date COMMERCIAL LEASE AGREEMENT THIS COMMERCIAL LEASE AGREEMENT("L.ease") is made effective as of the 15th day of October 2019, between 500 OCEAN PROPERTIES, LLC, a Florida limited liability company, whose mailing address is Sl 1 East Ocean Avenue, Boynton Beach, Florida 33435 ("LANDLOR ') and HARVEY E. OYER JR., INC. a OYER, MACOVIAK AND ASSOCIATES ("TENANT"'), whose address is 511 East Ocean Avenue, Boynton Beach, Florida 33435. WITNESSETH: That LANDLORD, for and in consideration of the covenants, agreements and conditions herein contained, on the part of TENANT to be Rept and performed, does hereby base to TENANT, and TENANT does hereby lease from LANDLORD, the ground floor office space located at 511 and 513 East Ocean Avenue,Boynton Beach,Florida 33435 ("Prod „). This Lease replaces any and all prior lease agreements between LANDLORD and TENANT relating to the Property. The terms and conditions of this Lease are as follows: 1. TERM. The term of this Lease shall be for three(3) years, commencing; on October 15, 2019, and unless earlier terminated in eceardanre with the terms of this Lease, expiring at 12:00 midnight on October 14,2022. 2. RENT. (a) TENANT agrees to pay to LANDLORD, in lawful money of the United States,each month during;the Tenn of this Lease the sum of$4,400 per month plus all applicable sales taxes ("Rent"). Rent shall increase three percent(3%) each year of the Term commencing on the first anniversary. Rent shall be due on the 15`h day of each month and shall be paid at LANDLORD'S address stated above, or at such other place as LANDLORD may specify in writing. (b) In addition to any other rights of LANDLORD hereunder, in the event TENANT shall fail to pay rent or other sums due hereunder within five (5) days of its due date, LANDLORD may, at LANDLORD's option, impose a late charge of 5% of such payment and such charge shall be deemed additional rent hereunder. The late charge is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. 3. SECURITY DEPOSIT. Due to the long term of the tenancy by TENANT, no security deposit shall be required. 4. OCCUPANCY AND USE OF THE,PREMIS'ES. (a) TENANT shall occupy the Property as a commercial insurance office for TENANT only. WPBDOCs 101299314 2 (b) TENANT shall abide by and comply with all reasonable rules and regulations now or hereafter promulgated by LANDLORD and all ordinances and laws of all, governmental entities, whether federal, state or local, having jurisdiction in the matter. TENANT shall neither permit not commit, whether with or without knowledge or consent, any immoral, improper or unlawful practice or act in or upon the Property. TENANT agrees not to make, nor permit to be made, any disturbance, noise or annoyance of any kind which is detrimental to the Property. TENANT shall not, in any manner, alter, damage or deface the Property. (c) TENANT shall at all times. during the Term maintain an active occupational licenselbusiness tax receipt with the City of Boynton Beach and any other applicable governmental entities. (d) Provided that TENANT abides by all terms, obligations, and covenants of this Lease,TENANT shall enjoy quiet and peaceful possession of the Property during the Term. 5. UTILITIES. (a) During the Term, TENANT shall pay the cost of electric service, televisionlinternet, quarterly pest control, and any other utilities provided to or used at the Property, including all installation and activation fees and any deposits required by such utility providers. LANDLORD shall pay the cost of garbage,water,and sewer services. (b) Except in the instance of LANDLORD'S negligence, LANDLORD shall not be liable to TENANT in the event any utility services are interrupted or become unavailable, for any reason whatsoever, and such interruption or unavailability shall not constitute actual or constructive eviction,nor be deemed an interference with TENANT's occupancy of the Property, nor shall Rent be abated during any such period of interruption or unavailability. b. MAINTENANCEND REPAIRS: HURRICANE PROTECTION, SURRENDER PF PROPERTY-.AND INSURANCE. (a) TENANT shall, at its sole expense, keep and maintain the Property in good, clean and sanitary condition and repair during the Term of this Lease. TENANT shall be responsible for the maintenance and repair of the building and the HVAC system during the Term. However, LANDLORD shall be responsible for the replacement of the roof, building structure,and HVAC system should replacement be necessary. (b) TENANT shall not drain,nor permit the drainage of,grease into.the toilets or sinks. (c) In the event of a hurricane watch or hurricane warning, TENANT shall use reasonable efforts to secure the Property against damage. (d) TENANT shall engage a professional pest control contractor to provide calendar quarterly pest control service.. wPBDQCS 14129$342 TENANT shall, at the end of the Lease term, surrender and deliver to LANDLORD the Property, without demand, "broom cleaW' and in the same condition as it existed on the commencement date hereof,reasonable wear and tear excepted. (f) During the Term, TENANT shall provide, at TENANT'S expense, insurance adequate to insure all of TENANT'S personal property, fixtures, operations, and business interruption for its operations at the Properly. TENANT shall also pay for and keep in full force and effect during the Term, commercial general liability insurance in an amount of not less than$I million per occurrence and $2 million. in the aggregate, naming LANDLORD as an additional named insured. Under no circumstance shall LANDLORD be responsible or liable for TENANT'S personal property, fixtures,or operations located at the Property. 7. NO ADDITIQ—NS OR ALTERATIONS. (a) TENANT shall not make any additions,changes or alterations in and upon the Property (other than painting) without the prior written consent of LANDLORD, which consent may be given or withheld in LANDLORD's reasonable discretion. LANDLORD may remove or change, at TENANT's cost and expense, any addition, change or alteration made by TENANT without LANDLORlYs.consent, the charge for which shall be paid by TENANT upon demand. (b) LANDLORD's interest in the Property shall not be subject to mechanics' or other liens for improvements made by TENANT nor for services, labor or materials performed at.TENANT's request. (c) If any lion is filed against the Property for improvements or work claimed to have been done or for materials claimed to have been furnished to TENANT, the lion shall be discharged by TENANT within ten (10) days thereafter, at TENANT's expense., and TENANT shall indemnify LANDLORD for any loss, cost,or expense incurred by LANDLORD as a result of TENANT'S violation of this provision. The foregoing indemnification shall survive termination or expiration of this Lease. 8. _QgSTRUCY_IQ_N BY CASUALTY. In the event the Property or any portion thereof may be.rendered untenantable by reason of fire, explosion or any other casualty, LANDLORD,, at LANDLORD's option, may either repair the Property to make the same tenantable within sixty(60)days thereafter,or terminate this Lease- In such event,LANDLORD shall give TENANT ten (10) days' notice in writing of LANDLORD's intention to repair or terminate this Lease. If LANDLORD elects to repair the damaged Property, LANDLORD shall proceed with due diligence and TENANT's Rent for that period of time during which the Property is or remains unteriantable shall be abated or apportioned. 9. PROPERTY LOSS,DAMAGE AND INDEMNIFICATION. (a) The taking of possession of the Property by TENANT shall be conclusive evidence that the Property is in all respects in good and satisfactory condition and acceptable to TENANT. LANDLORD shall not be liable to TENANT, TENANT's family members, agents, licensees or invitees, for damage to persons or property caused by any WPBDOCS 10129834 2 individual or entity. LANDLORD shall not be liable for any patent or latent defects in the Property. (b) LANDLORD shall not be liable for the presence of bugs, vermin or insects In the Property. TENANT hereby releases LANDLORD from any and all claims for loss, damage or injury of any mature whatsoever to person or property, including (without limitation) damage caused by theft, vandalism, water, smoke, fire or other causes, or resulting in any way from or in any fashion arising from or connected with the occupancy or use of the Property. (c) TENANT further agrees to hold LANDLORD harmless and to indemnify LANDLORD from and against any and all claims, liabilities,actions, causes of action,damages, costs and expenses whatsoever which may arise out of, result firorn or be attributable to TENANTs use or occupancy of the Property, or any act or omission thereon (whether by TENANT, TENANT's family members, agents, employees, licensees or invitees), which indemnification shall include attorneys' fees at trial and appellate levels. The foregoing indemnification shall survive termination or expiration of this Lease. (d) LANDLORD'S insurance does not cover loss or damage to .any of TENANT's personal property or possessions. If TENANT desires insurance coverage for any of TENANT's personal property or possessions, TENANT shall obtain and pay for any such insurance coverage. 10. ASSIGNMENT OR SUBLEASING. TENANT shall neither sublet the. Property or any part thereof nor assign (voluntarily or by operation of law) this Lease or any interest therein,nor mortgage nor encumber the Property or this Lease. 11. MUT OF ENTRY. LANDLORD shall have the right by or through itself or its agents or employees, to enter the Property at all reasonable hours, LANDLORD's entry into the Property shall be for the purpose examining it and to, in LANDLORD's sole discretion, make such repairs and alterations as LANDLORD may deem necessary to insure the orderly and proper maintenance of same. In addition, LANDLORD specifically reserves the right to enter upon the Property at reasonable times after first having informed TENANT of LANDLORD's intention to do so, for the purpose of showing the Property to prospective: (i) tenants;(ii)purchasers;or(iii)mortgagees. 12. DEFA LT. (a) If TENANT shall fail to pay any installment of hent or other sums on the due date or if TENANT should fail to keep and perform each and every one of the terms and conditions of this Lease, then and in any of such events, TENANT will be in default hereunder. If TENANT should become in default hereunder, LANDLORD will have any and all of the rights and remedies which the law of Florida confers upon a landlord against a tenant in default, including, without limitation., the right to: (i) terminate this Lease and sue for unpaid Rent; and/or(ii)accelerate the entire unpaid balance of the Rent for the Term of this Lease and sue for the collection of such Rent;and/or(iii)take possession of the Property(and any and all of TENANT's personal property therein) .and, at LANDLORD's option, rent the Property for the account of TENANT. In the event that LANDLORD takes possession of the Property, it may WPBEKICS 101298.342 removeTENANT's personal property and store same at the expense of TENANT, without being liable for damages therefor. In the event that LANDLORD takes possession of the Property and relets same for the account of TENANT, LANDLORD shall receive the Rent and other proceeds thereof and apply same first to payment of expenses which LANDLORD may have incurred in connection with taking possession and reletting (including, without limitation, the cost of brokerage, repair, alteration and all outer sums) and apply any remaining Rent or proceeds to payment of Rent and other sums due hereunder and TENANT shall remain liable for any deficiency. If at the time of any default by TENANT there remains any unrefunded balance of the Security, then LANDLORD may retain the Security without the fact of such retention of the Security altering or limiting the right to immediate possession of the Property by LANDLORD or any other rights of LANDLORD in law or in equity. In the event TENANT shall fail to vacate the Property as and when required hereunder, TENANT shall be deemed a tenant at sufferance and,in addition to any other rights and remedies accorded to LANDLORD,TENANT shall be charged, for each day during its occupancy, an amount equal to 250% of the rental amount which was due hereunder immediately prior to such holdover occupancy. (b) If,by reason of a default hereunder, a party employs an attorney to enforce or otherwise protect its rights hereunder and such party prevails in litigation resulting from the default, the non-prevailing party will owe and will pay the prevailing party's reasonable attorneys'fees(including fees at trial and appellate levels)and costs and expenses. 13. APPLIANCES AND AIR CONDITIONING, All fixtures and appliances at the Property are supplied by LANDLORD for the Term of this Lease. 14. S[JBORDINATION, This Lease is subject and subordinate to all ground or underlying leases, encumbrances, mortgages and other matters which may now or hereafter affect or become a lien upon the Property (or any portion thereof) and to any renewals, modifications, amendments, replacements. or extensions thereof. TENANT shall execute any and all instruments.as LANDLORD may request in order to effectuate or confirm the foregoing subordination and TENANT hereby irrevocably appoints LANDLORD as TENANT's attorney- in-fact to execute any and all such instruments. 15. MMULATIVE REMEDIES,_ LAWS; NOTICES: INVALIDITY, WAIVE • SURRENDER: NTI AGREEMENT. E N S GNS. All rights and remedies herein created for the benefit of LANDLORD are cumulative and resort to any one remedy shall not be,construed to be an election of remedies on the part of LANDLORD or to exclude or prevent LANDLORD's resort to any other remedy in this Lease. This Lease shall be construed in accordance with Florida law. All notices shall be hand-delivered or mailed by certified mail, return receipt requested, to LANDLORD at the address .for payment of Rent and to TENANT (after the date of commencement of the Term of this Lease) at the property address. Notices to TENANT mailed in accordance with the terms hereof shall be deemed given when mailed; however, notices to LANDLORD shall be deemed received only upon actual receipt. Notices to TENANT may be effectuated by personally serving same on TENANT, any member of TENANT's family or any agent of TENANT found at or upon the Property. If any part or provision of this Lease is deemed by a court of competent jurisdiction to be invalid or unenforceable,such invalidity or unenforceability shall not affect the remaining provisions,all of which shall remain in full force and effect. No act or thing done by LANDLORD shall be WPBDOCS 101299342 deemed an acceptance of a surrender of the Property or this Lease, and no agreement to accept the Property and surrender the Lease shall be valid unless in writing, signed by LANDLORD. Delivery of keys to LANDLORD or its agent shall not operate as a termination of this Lease or a surrender of the Property. The failure of LANDLORD to insist upon the strict performance of any provision of this Lease shall not constitute a waiver of any subsequent act or failure of performance. Receipt of Rent by LANDLORD with.knowledge of breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by LANDLORD unless such waiver shall be in writing signed by LANDLORD and no payment of Rent of a lesser amount than that due, nor any endorsement or statement on a check, shall be deemed an accord and satisfaction and LANDLORD may accept such check or payment.without prejudice to its right to recover any unpaid rent or other sums, or to pursue any remedy provided in this Lease. This Lease contains the entire agreement between the parties with respect to the subject matter and supersedes any prior or oral agreements or understandings. All promises,covenants and agreements set forth in this Lease shall be binding upon and inure to the benefit of the parties hereto, and (to the extent permitted) their respective heirs,personal representatives,successors and assigns. 16. RADON GAS. 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 overtime. Levels of radon that exceed federal and state requirements have been found in buildings in Florida. Additional information regarding radon and radon.testing may be. obtained from your county public health unit, [SIGNATURES CONTAINED ON FOLLOWING PAGES] WPBDOCS 101298342 IN WITNESS WI-I EREOF, (lie parties herclo havc executed this Lease oil (lie(late and year first above written. WITNESSES: LANDLORD: 500 - cean Properties, LLC, a Florida Ifinited liab fit -c 11 any By: 4UNLY /Oycr 111, i //Managing Mcniber TENANT: HARVLY F. OYER JR., INC., a Florida corporation, d/b/a OYER, NIACOVIAK AND ASSOCIATES Robert Macoviak, its President WPBL)OCS 10 1 2')S34 2 ............................ Utterback, Theresa From: Christian Macoviak <cmacoviak@oyerinsurance.com> Sent: Thursday,August 4, 2022 2:03 PM To: Shutt, Thuy Cc: Utterback, Theresa Subject: Lease extension Follow Up Flag: Follow up Flag Status: Flagged Good afternoon Thuy, Hope all is well with you. The agency's lease is coming up on October 15th and we are going to need to ask for a lease extension. I have spoken with the property manager, contractor, and architect for the building we are moving to, and they will not have it ready in time. They stated that they need 12 weeks from the date that they have permit in hand. They have apparently been having a difficult time with this permit specifically. They have two others in the building that they stated were issued without issue. I think we need to ask for December 1St and hope that they have permit by 9/1. If you can please review and let me know if you have any questions. Thank you. Mrs. Christian Macoviak, Vice-President Oyer, Macoviak and Associates Phone 561-732-9305 ext. 6206 Toll Free 800-397-8780 Direct Line (Text) 561-910-6206 Fax Line 561-364-9848 Email: cmacoviak@oyerinsurance.com Website: www.oyerinsurance.com 1 Lease Extension Agreement September 1 , 2022 The Baynton Beach Community Redevelopment Agency("Landlord") and Harvey E. Oyer,Jr., Inc. d/b/a Oyer, Macoviak and Associates("Tenant")agree to extend that certain lease dated October 15, 2019 ("Lease") on said premises known as 511 E Ocean Avenue, Boynton Beach, FL 33435. For good consideration, Landlord and Tenant agree to extend said Lease for a period of sixty(60) days, starting the 15th day of October, 2022, and terminating on the 15th day of December, 2022 ("lease extension period"). The parties agree that no further right of renewal or extension shall exist beyond the termination date indicated above unless both parties agree to another lease extension agreement. The Parties reserve the right, in their sole and absolute discretion, to terminate the Lease for any reason upon providing twenty (20) days written notice to the other Party. During the lease extension period, Tenant agrees to pay rent in the amount of $4,667.96 (Four Thousand Six Hundred Sixty-Seven Dollars and 96/100) plus 6.5% sales tax in the amount of $303.42 (Three Hundred and Three Dollars and 42/100) per month. Tenant, by executing below, accepts the condition of the Property in its current condition and saves, defends, and holds Landlord harmless from any and all liability, direct or indirect, resulting from Tenant's use of the Property for the term stated herein. This agreement shall be binding upon and shall insure the benefit of the parties,their successors, assigns, personal agents and managing members. All other terms and conditions of the Lease remain unchanged and in full force and effect. Baynton Beach Community Redevelopment Agency Landlord Date Harvey E. Oyer,Jr., Inc. d/b/a Oyer, t'Itiacoviak and Associates TenantDate 01792996-1 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 NEW BUSINESS AGENDAITEM: 14.D. SUBJECT: Discussion and Consideration of a Tax Deed Sale for the Property Located at 430 NW 6th Avenue SUMMARY: Utilizing the resources provided to the public by the Palm Beach County Tax Collector, CRA staff has identified an available property for potential acquisition located at 430 NW 6th Avenue. As indicated on the attached map, this property is located on the corner of NW 4th Street and NW 6th Avenue within the Heart of Boynton (see Attachment 1). A residential building is located on the property and is approximately 2,505 square feet. The lot is oversized and is approximately 0.66 acres. The Palm Beach County Property Appraiser has a proposed property value of $368,725 for 2022 (see Attachment 11). CRA staff conducted the attached City lien search (see Attachment 111). The property has an active City lien totaling approximately $172,030.15 (balance as of 8/29/22) with fines of $100 per day accruing daily. A title search was also conducted on the property and it appears that the City lien and the tax deed sale are the only problematic issues at this time (see Attachment IV). FISCAL IMPACT: FY 2022/2023 Budget, Project Fund, Line Item #02-58200-401, amount to be determined by CRA Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1. Approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 430 NW 6th Avenue, for an amount not to exceed a price as determined by the Board. 2. Do not approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 430 NW 6th Avenue. 3. Alternative direction as determined by the Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - PAPA Property Detail D Attachment III -City Lien Search D Attachment IV -Title Search S ��9fik8��Be��3V u�rgzsw � " Du �rr i (� co 1>1 it r a (} , r 1� a .. �yg959ftl[T+ v . uu u.. a,o� t {V GA M V) 4^1 L � w.r w w i su � � J a L u H < w �! � F -, CL C' 7 ww Qon it o24 r� n I ■ af, -13 0 qj �w y PAPA Banner Location Address 430 NW 6TH AVE Municipality BOYNTON BEACH Parcel Control Nunser 08-43-45-21-16-000-0750 SuaN ivision RIDGEWOOD HILLS IN Official Records Boob 28836 Page 1566 Sale bate JAN-2017 Leal Description RIDGEWOOD HILLS LTS 75 TO 78 INC -- Mailing address Owners 430 NW 6TH AVE DESIGN MAN LLC BOYNTON BEACH FL 33435 3751 Sales Date Price OR BooldPage Sale Type brier JAN-2017 $10 28836/01566 QUIT CLAIM DESIGN MAN LLC JUN-2002 $1 13885/00514 QUIT CLAIM ROBINSON JASON APR-2001 $105,000 12509/00740 WARRANTY DEED CAUNITS MARTIN NOV-1995 $100 09070/01212 WARRANTY DEED FEB-1993 $70,000 07588/00814 WARRANTY DEED 12 No Exemption Inforruation Available. SquareNu nt)er of Units 1 ;Total Square 2505 Acres 0.6642 eet Use Code 0100- SINGLE Zoning R1A-R1 SINGLE FAMILY,6 DU/AC FAMILY 08-BOYNTON BEACH) 'T'ax Year 2022 P 2021 2020 Improvement Value $271,925 $207,746 $190,263 Land Value $96,800 $80,000 $120,000' Total Market Value $368,725 $287,746 $310,263 p All values are as of January 1 st each year Pr iminary 'T'ax Year 2022 P 2021 2020 AssessedValue $316,521 $287,746 $288,077'' E xemption Amount $0 $0 $0 Taxable Value $316,521 $287,746 $288,077 Tax Year 2022 P 2021 2020 Ad Valorem $6,877 $6,106 $6,320 Non Ad Valorem $304 $298 $293 Total tax $7,181 $6,404 $6,613 Page 1 of 3 City of Boynton Beach Interest In Real Property This document serves as constructive notice of the = City of Boynton Beach's interest in the real property identified below. PCN 08434521160000750 Property Address 430 NW 6TH AVE Search performed by Theresa Utterback of Individuals(Florida)on Aug 29, 2022 at 10:49:24 A.M. PDT Tracking Number: 2156052 Access PIN: 41531 (ITEM 1 of 5) Building Permit Application Number 17-00004753 Application Date 12/19/2017 Fee Type PF-PERMIT FEES Amount Due $0.00 Application Type DEMI-DEMOLITION, INTERIOR Application Status HD-ON HOLD For compliance please contact the Department of Development, Building Division via messaging. (ITEM 2 of 5) Building Permit Application Number 17-00004753 Application Date 12/19/2017 Fee Type DB-DBPR BLDG CODE ADM & INSP Amount Due $0.00 Application Type DEMI-DEMOLITION, INTERIOR Application Status HD-ON HOLD For compliance please contact the Department of Development, Building Division via messaging. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html Page 2 of 3 City of Boynton Beach Interest In Real Property (ITEM 3 of 5) Building Permit Application Number 17-00004753 Application Date 12/19/2017 Fee Type DC-DEPT COMMUN AFFAIRS SURCH Amount Due $0.00 Application Type DEMI-DEMOLITION, INTERIOR Application Status HD-ON HOLD For compliance please contact the Department of Development, Building Division via messaging. (ITEM 4 of 5) Building Permit Application Number 17-00004753 Application Date 12/19/2017 Fee Type GR-GREEN BUILDING FEE Amount Due $0.00 Application Type DEMI-DEMOLITION, INTERIOR Application Status HD-ON HOLD For compliance please contact the Department of Development, Building Division via messaging. (ITEM 5 of 5) Code Enforcement Case Number 17-00000372 Date Opened 03/08/2017 Case Type LIEN-LIEN Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html Page 3 of 3 City of Boynton Beach Interest In Real Property (UTILITY 1 of 1) Utilities Customer Number 179677 Current Amount $10.00 Customer Status ACTIVE Conduit reports may not reflect outstanding balances owed to the City due to write-offs or other internal account adjustments. Please note, written off balances or other debt incurred by a property owner must be paid prior to the initiation of new utility service at a property. In order to obtain accurate account information, please contact the Utilities Department at the City of Boynton Beach via messaging. No outstanding Mowing and Maintenance Liens were found. SERVICE FEE FOR THIS REPORT PAID IN FULL: $140 This staterrent is furnished at the request of the applicant for informational purposes only, and the City of Boynton Beach, its officers or employees assurTtf,:-, no responsibility or liability whatsC3f,:-,'Vf,:-,r for thf,:-,authenticity or correctness of thf,:-, mai{:f,:-,rs sf,:-,t forth herein. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html Statewide Land Title, Inc. 11726 150th Ct. N. Jupiter, FL 33478 561-743-0039 (Fax) 561-747-1369 Ownership and Encumbrance Report Customer File No. 430 NW 6th Ave. August 31, 2022 SLTI File No. 22-17126 Re: 430 NW 6th Ave. Boynton Beach, FL 33435 Search From: January 13, 2017 Through: August 29, 2022 at 8:00 A.M. In the Public Records of: Palm Beach County Owner of Record: Design Man, LLC, a Florida limited liability company By Virtue of: Quit Claim Deed recorded in Official Records Book 28836, Page 1566, of the Public Records of Palm Beach County, Florida. Legal Description: Lots 75, 76, 77 and 78, of RIDGEWOOD HILLS, according to the Plat thereof, as recorded in Plat Book 23, Page 250, of the Public Records of Palm Beach County, Florida. Mortgage/Lien Information (Property): Recorded In Instrument O. R. Book/Page 1. Mortgage 28836/1568 2. Assignment of Mortgage 28872/1254 3. City Lien 29663/1312 Judgment/Lien Information (Names): Recorded In Name Instrument Type O. R. Book/Page 1. Design Man Nothing Found of Record Informational Note & HOA Info: Recorded In Instrument O. R. Book/Page 1. Notice of Application for Tax Deed 33611/1253 2021 Tax Year Parcel/Folio No. 08-43-45-21-16-000-0750 2021 Gross Tax Amount$Unavailable 2021 Taxes are Delinquent Tax information is provided for your information only,please contact the tax collector to verify tax payment status. The above-captioned property has been searched only by the above description and by no other description or name. This report purposely omits restrictions, easements, subdivision agreements and any reference to mortgages,judgments and/or liens which appear to be satisfied or released of record, or have expired pursuant to Florida Statues. Statewide Land Title, Inc. 11726 150th Ct. N. Jupiter, FL 33478 561-743-0039 (Fax) 561-747-1369 Ownership and Encumbrance Report This report does not reflect those documents, if any, which may have been recorded prior(other than an assumed mortgage) or subsequent to the time period covered herein and which may disclose the possible existence of encumbrances, liens, rights, interests or other matters which may affect the subject property. This company, in issuing this certificate, expressly disclaims any liability for the validity of any document or proceeding appearing in the public records and which constitutes a part of the chain of title. This certificate does not directly or indirectly set forth or imply any opinion, warranty, guarantee, insurance, or other similar assurance as to the status of title. This Company expressly disclaims any liability for loss or damage resulting from reliance on this certificate in excess of the fee paid to STATEWIDE LAND TITLE, INC., or $1,000.00, whichever is less. I Illlli Ilill fllli Illli fiifl!tilt Illli Illi fl�i CFH 2132202419.818 OR BK 33611 Phi 1'2'--5 RECORDED 06/03/2022 15:21:54 Palm Beach Counter Florida Joseph AbruzzorClerk NOTICE OF APPLICATION FOR TAX DEED P9 1253: (1p9) Certificate Number: 11895-2020 PCN: 08-43-45-21-16-000-0750 Notice is hereby given that: ATCF II FLORIDA-A LLC,the holder of certificate 11895-2020, has filed said certificate for a tax deed to be issued thereon.The description of the property, and the names in which it was assessed are as follows: Description of Property: RIDGEWOOD HILLS LTS 75 TO 78 INC Name in which assessed: DESIGN MAN LLC All of said property being in the county of PALM BEACH,State of Florida. Unless such certificate or certificates shall be redeemed according to law,the property described in such certificate or certificates will be sold to the highest bidder online at: https://pa lm beach.realtaxdeed.com on Sep-14-2022 at 9:30 AM or any subsequently scheduled sale date. IT�G��GUG COURT C'o V Joseph Abruzzo, nat"�BFncH Co Clerk of the Circuit Court&Comptroller Palm Beach County, Florida DATED: Jun-03-2022 DATES OF PUBLICATION: Aug-09-2022 Aug-16-2022 Aug-23-2022 Aug-30-2022 WARNING THERE ARE UNPAID TAXES ON THIS PROPERTY WHICH YOU OWN, IN WHICH YOU HAVE A LEGAL INTEREST,OR IS CONTIGUOUS TO YOUR PROPERTY.THE PROPERTY WILL BE SOLD AT PUBLIC AUCTION ON Sep-14-2022 UNLESS BACK TAXES ARE PAID. Make all payments to the Tax Collector of Palm Beach County. Payment must be in the form of cash,cashier's check or money order. Make payable to: Tax Collector, Palm Beach County,at: Mail or deliver to: ATTN:Excellence Department 301 N. Olive Ave,31 Floor,Governmental Center West Palm Beach, FL 33401 For questions concerning taxes,you may call the Tax Collector at(561)355-2809. To receive further information regarding the scheduled auction contact the Clerk of the Circuit Court&Comptroller, Palm Beach County,Tax Deed Department,at 205 N. Dixie Hwy, Room 3.23,West Palm Beach, FL 33401 or by telephone at:(561)355-2962. 1a-by Certify thot 0111; la a fire CFt4 20180066493 ppA corrZCt copy as It appears In the MoIrft c4 the City of Bopton SeaCh. RECORDED S I; /201814 14:7m:05 Palm 1312 ii2/� 2- t. i�re� Palm Beach C:ouni;W y Florida Sharon R. Bock.RC:LERK & CONPTROLLER CITY OF BOYNTON BEACH, FLORIDAF`ss 1312 - 1313$ (2p9s) CASE NO. 17-372 CITY OF BOYNTON BEACH, Petitioner, VS. DESIGN MAN LLC Respondent(s). ORDER IMPOSING PENALTIES/LIEN THIS CAUSE came before a public hearing before the Special Magistrate of the City of Boynton Beach, Florida on November 15. 2017, after due notice to the Respondent(s), at which time the Magistrate heard testimony under oath, received evidence, and issued its findings of fact and conclusions of law and thereupon issued its oral order which was reduced to writing and furnished to the Respondent(s). Said Order required the Respondent(s)to take certain corrective action by the time certain, as more specifically set forth in that Order with a compliance date of December 19, 2017. Under oath, the Code Officer testified to the Magistrate that the required corrective action was not taken as ordered. This case did not comply. Accordingly, it having been brought to the Magistrate's attention that the Respondent(s) did not comply with the Order dated 11/28/17, it is hereby ORDERED that Respondent(s) pay to the City of Boynton Beach, Florida, a fine in the amount of one hundred dollars($100.00) per day for the violation(s)that exist at 430 NW 6th Ave., Boynton Beach, Florida, more fully described as: Lots 75, 76, 77 and 78, Ridgewood Hills according to the plat thereof as recorded in Plat Book 23, Page 250 of the Public Records of Palm Beach County, Florida. PCN: 08-43-45-21-16-000-0750 from December 19. 2017, which was the date previously set by the Magistrate's order for compliance until the date of compliance plus administrative costs in the amount of$96.03 for each inspection totaling$480.15 for 5 inspections and$250.00 filing fee. This Order can be recorded and shall constitute a lien against the above described property pursuant to Chapter 162 of the Florida Statutes. Ordered this 9 day of`��a� , 2018, at Boynton Beach, Palm Beach County, Florida. Carol D. Ellis SPECIAL MAGISTRATE ATTEST: Cl Y OF BOYNTON BEACH FILED JAN 3 0 2016 rClerk File CITY CLERK'S OFFICE s Page 1 of 1 Book29663/Page1313 ` CFN#20180066493 Page 2 of 2 BEFORE THE SPECIAL MAGISTRATE OF THE CITY OF BOYNTON BEACH,FLORIDA CASE NUMBER: 17-372 CITY OF BOYNTON BEACH, FLORIDA Petitioner, SPECIAL MAGISTRATE ORDER vs. DESIGN MAN LLC Respondent(s). THIS MATTER came before the Special Magistrate for hearing on the 15TH DAY OF NOVEMBER,2017. After considering the testimony and evidence the Magistrate finds: 1. Respondent(s)owns the Property,which is the subject of this Magistrate proceeding. 2. A violation or violations existing on the Property as set forth in the Notice of Violation is/are as follows: LDR CH3 ART V SEC. 3(E) 3. The Respondent(s)has/have been properly provided with Notice of Hearing and representatives appeared on behalf of the owner. It is therefore, ORDERED AND ADJUDGED THAT: 1. Respondent(s)shall correct the violation(s)no later than 20 days from the date this Magistrate order is signed, as indicated below 2. If the Respondent(s)will not comply with this Order, a fine in the amount of$100.00 is imposed each day the violation($) exist(s)past the date set for compliance or for each time the violation(s)has/have been repeated plus administrative costs. Once a fine is certified,that Order shall thereafter be recorded amongst the Public Records of Palm Beach County, Florida and shall constitute a lien upon the property located at 430 NW 6"AVE., BOYNTON BEACH, FL; and more particularly described as Lots 75,76,77 and 78 of Ridgewood Hills according to the Plat thereof as recorded in Plat Book 23,Page 250 of the Public Records of Palm Beach County,Florida. PCN:08-43-45-21-16-000-0750 3. Respondent(s)shall advise the Community Standards Division within 24 hours after the violation(s)have/has been corrected. The Community Standards Specialist assigned to this case will verify the status of the violation(s). ORDER ND ADJUDGED after hearing at Boynton Beach, Florida, this �trJJ'' day of November,2017. Carol D.�Ellis . SPECIAL MAGISTRATE STATE OF FLORIDA COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day,before me, an officer duly authorized in the County aforesaid to take acknowledgments,personally appeared Carol D. Ellis,Special Magistrate of the City of Boynton Beach, Florida,to me known to be the person described in and who executed the foregoing instrument and she acknowledged before me th s�executed the same. Witness my hand and seal in the County and State last aforesaid this day of November,2017. ATTEST: a C7 OTARY PUBLIC f H mmission Expires r C Vrp ClerkNORMA N.LOTH 00orate Seal "" °y '' FF 946517 C/5 e = Commission# fV a Expires April 24,2020 O cm ''„of Fri,.• Bwdad Thn:Tmy Pian lnsuranco 600-3d5-7019 �� C� M Page 1 of 1 CFN 20170041499 OR BK 28872 PG 1254 RECORDED 02/03/2017 13:32:14 Palm Beach County, Florida This Instrument prepared by: AMT Toks Oladejo Sharon R. Bock Nautica Title USA,Inc. CLERK&COMPTROLLER 1035 South State Road 7,Suite 315-3 Pg 1254; (1 Pgs) Wellington,FL 33414 Space above this line far recording use only ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: That I/We, Lord Mortgage & Loan, Inc., party of the first part, in consideration of the sum of One Hundred Fifty-Two Thousand and 00/100($152,000.00)and other valuable considerations,received from or on behalf of Lapin Properties 2 LLC,(60.53%)ISAOA/ATIIVIA address at 806 So.Dixie Hwy Hallandale Beach, FL 33009 AND Harold L. Benjamin & Donna Benjamin (39.47%) ISAOA/ATIMA address at 5640 Hollywood,FL 33021, party of the second part, at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged,do hereby grant,bargain, sell,assign,transfer and set over unto the said party of the second part a certain mortgage bearing date January 13th,2017 made by Design Man,LLC,A FL LLC in favor of Lord Mortgage & Loan, Inc., and recorded in Oficial Records Book ak U$ G page_6 15 6 g _ 'Public Records of PALM BEACH County,Florida,upon the following described piece or parcel of land,situate,and being in said County and State, to-wit: Lots 75,76,77 and 78 of Ridgewood Hills,according to the Plat thereof recorded in Plat Book 23, Page 250,of the Public Records of Palm Beach County,Florida. Together with the note or obligation described in said mortgage,and the money due and to become due thereon,with interest from the 13th day of January,2017. To Have and To Hold the same unto the said party of the second part,their heirs,legal representatives, successors and assigns forever. In Witness Whereof, the party/parties of the first part has/have hereunto set his/her/their hand(s) and seal(s)this 13th day of January,2017. Lor e&Loan,Inc,� Q By: Rob rt Neadel Witness President STATE OF FL ) COUNTY OF PALM BEACH ) The foregoing instrument was acknowledged before me this 13th day of January,2017,by Robert Neadel, as Preside `t` of Lo dd Mortgage & Loan, Inc. who is personally known to me or has produced Jlts.t Q1 ..1�!),_as identification and❑did®'(did not)take an oath. Notaryu �...• 1O0mlioutimo Printed Notary Signature `� My COMMMS1oN O FF 9oa11 EXPIRES:November6,2019 � 8mdedThmNdy7PuhfnUndewd:ms � jpl(IJNpOHOLADEJO My COMMISSION# M8139 yEXPIRES:"ember 6,2019 'off 9mdodThH NDWY Pttle Urdewrle�t RiIP TTn•H1T_7 GA7� CFN 20170019445 OR BK 28836 PG 1568 RECORDED 01/18/2017 15:11:59 Palm Beach County, Florida AMT 152,000.00 MTG DOC 532.00 INTANGIBLE 304.00 Prepared by: Sharon R. Bock Lord Mortgage and Loan,Inc CLERK&COMPTROLLER 6971 N.Federal Highway,Suite 103 Pgs 1568-1577; (10Pgs) Boca Raton,FL 33487 Return to: Nautica Title USA,Inc. 1035 South State Road 7,Suite 315-3 Wellington,FL 33414 Telephone:(727)491-3933 -------—---—----._----—__—___—____The above space for recording purpose-------- MORTGAGE AND SECURITY AGREEMENT THIS IS A BALLOONlVIORTGAGE AND THE FINAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. THIS MORTGAGE AND SECURITY AGREEMENT, made, executed and delivered this 13th day of January,2017,by Design Man,LLC,A FL LLC located at 430 NW 6th Avenue,Boynton,FL 33435,(hereinafter called the Mortgagor),and Lord Mortgage&Loan,Inc.,having offices at 6971 N.Federal Hwy.,Suite 103,Boca Raton,FL 33487,(hereinafter called the Mortgagee or"Lender"),which terms Mortgagor and Mortgagee shall include the heirs, executors, administrators, successors, IegaI representatives and assigns of the respective parties and shall denote the singular or plural,and the masculine or feminine and natural or artificial persons whenever and wherever the context so requires or admits. WHEREAS, Borrower is justly indebted to Lender in the sum of $153,393.33, as evidenced by Borrower's note of this date (Note) , attached hereto to form a part hereof. TO SECURE to Lender the repayment of the indebtedness evidenced by the Note, with interest thereon, the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower herein contained, Borrower does here by mortgage;, grant and convey to Lender the following described property located in the PALM BEACH County, Florida to wit: WITNESSETH: That for good and valuable consideration, and to secure the payment of the aggregate sum named in the promissory note,hereinafter described,and in consideration of any and all sums due,or which may become due from the Mortgagor to the Mortgagee,the Mortgagor does grant,bargain, sell,alien,remise,convey and confirm unto the Mortgagee,in fee simple,the following described real estate of which Mortgagor is not seized and possessed,and in actual possession,to wit: Lots 757 76,77 and 78 of Ridgewood Hills,according to the Plat thereof recorded in Plat Book 23,Page 250,of the Public Records of Palm Beach County,Florida. THEREOF: TOGETHER with all building, structures and improvements of every nature whatsoever,now or hereafter situated on said land and all of the fixtures,machinery,equipment,and personal property of every nature whatsoever, now or hereafter owned by the Mortgagor and located in,on or used or intended to be used in connection with the said land,buildings,structures or improvements,and all of the right,title,and interest of the Mortgagor in any such personal property and fixtures,and all rents,issues,proceeds and profits accruing and to accrue from said premises all of which are included within the foregoing description. TO HAVE AND TO HOLD all and singular the said property hereby conveyed,the tenements,hereditaments and appurtenances thereunto belonging or in any ways appertaining and the reversion and reversions,remainder and remainders,rents,royalties,issues,profits revenue,income and other benefits from the encumbered property and also all the estate,right,title,interest,property,possession,claim and demand whatsoever as well in law as in equity of the said Mortgagor in and to the same and every part and parcel thereof unto the said Mortgagee,in fee simple. AND the said Mortgagor hereby covenants with said Mortgagee,that said Mortgagor is indefeasibly seized of said land in fee simple;that the said Mortgagor has full power and lawful right to convey the same in fee simple as aforesaid;that it shall be lawful for said Mortgagee at all times peaceably and quietly to enter upon,hold,occupy and enjoy said land and every part thereof; that the Mortgagor shall give to said Mortgagee such further assurances to perfect the fee simple title to said land in said Mortgagee,as may reasonably be required;and that said Mortgagor does hereby frilly warrant the;title to said land and every part hereof and will defend the same against the lawful claims of persons whomsoever. 1 CFN 20170019445 BOOK 28836 PAGE 1569 2 OF 10 TOGETHER with all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances and rents, all of which shall be deemed to be and remain a part of the property covered by this Mortgage, and all of the foregoing, together with said property (or the leasehold estate if this Mortgage is on a leasehold) are hereinafter referred to as the "Collateral". Borrower covenants that Borrower is lawfully eased of the estate hereby conveyed and have the right to mortgage, grant and convey the Collateral and that the Collateral is unencumbered, except for the above described mortgage. Borrower warrants and will defend generally the title to the Collateral against all claims and demands. NOW THEREFORE,the condition of this Mortgage is that, if Mortgagor shall pay unto Mortgagee the original indebmess secured hereby in the original principal amount of One Hundred Fifty-Two Thousand and 00/100 ($152,000.00),as evidenced by one or more Promissory Note on file with Mortgagee,together with any and all sums advanced to protect the security of this Mortgage,together with any and all future advances as are made hereunder,with interest thereon;and if Mortgagor shall perform, comply with,and abide by each and every covenant and condition contained herein,and the Promissory Note secured hereby;then this Mortgage shall be null and void;and Mortgagor does hereby covenant and agree: 1. PAYMENT OF INDEBTEDNESS: Borrower shall promptly pay to Lender the secured indebtedness with interest thereon as provided in the Note and this Mortgage. 2. PAYMENT OF TAXES, ASSESSMENTS AND PREM3:UMS: Borrower shall pay, when such payments are due, (a) all taxes, assessments (general or special) and other charges which may attain priority over this Mortgage, (b)premiums on policies of fire and other hazard insurance covering the Collateral, as required in Article 3 below, (c) premiums for public or private mortgage insurance, if this Mortgage and the Note are so insured, (d)Homeowner association payments, ground rents or other lease rentals, if any, payable by Borrower, and(e)all Payments required by any mortgage which is or may hereafter become superior to the priority of this Mortgage. Borrower shall promptly deliver to Lender receipts showing payment in full of all the above items. 3.INSL3RANCE: (a)Borrower shall keep the Collateral insured for the benefit of Lender against loss or damage by fire, hazards included within the term "extended coverage", and such other hazards as Lender may from time to time require, all in amounts approved by Lender not exceeding 100% of full insurable value. All such insurance shall be inform and substance and written by companies approved by Lender, whose approval shall not be unreasonably withheld. All policies and renewals thereof shall include a standard mortgage clause in favor of and in acceptable form to the Lender. If by reason of such insurance Lender receives any money for loss or damage, it may, at its option, retain and apply the money toward payment of the secured indebtedness as a curtailment to the balance and require the Borrower to continue paying the scheduled payments until this indebtedness has been paid in full. (b) In the event of a foreclosure of this Mortgage, the purchaser of the Collateral shall succeed to all rights of Borrower, including any right to unearned premiums in and to all policies of insurance assigned and delivered to Lender pursuant to the provisions of this Article, with respect to all property cony by this Mortgage. 2 CFN 20170019445 BOOK 28836 PAGE 1570 3 OF 10 4. DUTY TO REPAIR: Borrower shall maintain the Collateral in good condition and repair, shall not commit or suffer any waste to the Collateral, and will comply with, or cause to be complied with, all restrictive covenants, statutes, ordinances and requirements of any governmental authority relating to the Collateral or its use. Borrower shall promptly repair, restore, replace or rebuild any damaged or destroyed portion of the Collateral. No part of the Collateral shall be removed, demolished or materially altered without prior written consent of Lender. 5. CONDEMNATION: Borrower shall continue to pay principal and interest on the secured indebtedness even if the Collateral is decreased in value by action of any public or quasi-public authority or corporation, or is taken by eminent domain. Any award or payment for such taking, alteration, injury or decrease in value may, at the Lender's option be applied toward payment of the secured indebtedness or be paid over, in whole or in part ,to Borrower to restore or rebuild any part of the Collateral affected by such action, or for any other purpose satisfactory to Lender. 6. TRANSFER OF THE PROPERTY: Borrower acknowledges and agrees that both the credit and the interest rate extended by Lender on the secured indebtedness are personal commitments between Borrower and Lender and shall not inure to the benefit of or be assumed by any third party without Lender's written consent. Borrower specifically agrees that Lender must approve the credit worthiness of any proposed transferee to protect and maintain the value of the Collateral before Lender shall give its approval to any sale, transferor alienation of all or any part of the Collateral, or any interest therein. If Lender gives such approval, it is specifically understood ,and agreed by Borrower that Lender may modify or adjust the interest rate charged in the Note secured by this Mortgage, and charge an assumption fee for processing the assumption of the Note and this Mortgage. Notwithstanding the foregoing, if all or any part of the Collateral or any interest in it is sold or transferred (or if a beneficial interest in Borrower is sold or ' transferred and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require immediate payment in full or all sums secured by this Mortgage. However, this option shall not be exercised by Lender if exercise is prohibited by federal law as of the date of this Mortgage. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notices hall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Mortgage. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Mortgage 7. SECURITY INTEREST PERSONAL PROPERTY: This instrument creates a security interest in favor of Lender and constitutes a security agreement under the Uniform Commercial Code. Mortgagor shall execute, file and re-file such financing statements or other security agreements as Lender shall require from time to time with respect to said personal property. All obligations, rights and remedies stated here into relate to real property shall also apply as to such personal property, where applicable. 8. ASSIGNMENT OF RENTS AND LEASES: As further security for payment of the indebtedness and performance of the obligationW___/ covenants, and agreements secured hereby, Borrower here 3 CFN 20170019445 BOOK 28836 PAGE 1571 4 OF 10 assigns to Lender any leases already in existence and to be created in the future, together with all rents to become due under existing or future leases. This assignment, however, shall Be operative only in the event of the occurrence of a default here under, or under the Note or other instrument secured hereby, remaining uncured at the expiration of the grace period, if any, provided above in respect to such default; and in any such case Borrower hereby confers on Lender the exclusive power, to be used or not in Lender's sole discretion to act as agent or to appoint a third person to act as agent for Borrower, with power to take possession of, and collect all rents arising from, the premises and apply such rents, at the option of Lender, to the payment of the mortgage debt, taxes, costs of maintenance, repairs, expenses incident to managing, and other expenses, in such order of priority as Lender may, in Lender's sole discretion determine, and to turn any balance remaining over to the Borrower; but such collection of rents shall not operate as an affirmance of the tenant or lease in the event Borrower's title to the premises should be acquired by Lender. Lender shall be liable to account only for rents and profits actually received by Lender. In exercising any of the powers contained in this Article Lender may also take possession of, and for these purposes use, any and all personal property contained in the premises and used by Borrower in the rental or leasing thereof or any part thereof. At no time prior to satisfaction of the obligations secured hereby shall Lender collector receive rents from any tenant in excess of three (3) months in advance. 9. FUTURE ADVANCES: Upon request of the Borrower, Lender may, in Lender's sole discretion, from time to time within the time frame of this Mortgage from the date hereof, make future advances to, or which are guaranteed by, Borrower which advances (or guaranty, as applicable)shall be secured by the lien of this Mortgage and shall have the same priority as the original obligations secured by this Mortgage; provided, however, at no time shall the outstanding principal indebtedness, or guaranty thereof, secured by this Mortgage, including ,advances, exceed a maximum principal amount of twice the original principal amount of the Note, plus interest thereon, and any disbursements made for the payment f taxes, levies, or insurance on the mortgage property, with interest on such disbursements. All such indebtedness shall be of equal dignity with the Note, , and a default in the payment of any indebtedness secured hereby, shall constitute a default in the payment of all other indebtedness secured hereby. 10. HAZARDOUS WASTES: Borrower agrees to indemnify, defend, and hold Lender harmless from and against any loss to Lender (including without limitation, attorney's fees and fines on all court and administrative levels) incurred by Lender as a result of any past, present or future use, handling, storage, transportation, disposal or accidental spillage of hazardous or toxic materials upon the Collateral. 11. EVENTS OF DEFAULT: Each of the following events shall constitute an "Event of Default" under this Mortgage: (a) Should Borrower fail to pay the secured indebtedness or any other future lien within 30 days from the due date, or any other payment required under this Mortgage as referenced in 4 (IS ) CFN 20170019445 BOOK 28836 PAGE 1572 5 OF 10 Article(s)1,2,and3, whether or not subsequently advanced by Lender when due and payable; (b) Should Borrower default under any duties or agreements of this Mortgage or any prior Mortgage, or if Borrower extends or otherwise modifies any prior mortgage without the prior written consent of the Lender. (c) Should Borrower make any assignment for the benefit of creditors, should a receiver, liquidator or trustee of Borrower or any of Borrower's property be appointed, should any petition for the bankruptcy, reorganization or arrangement of Borrower pursuant to the Federal Bankruptcy Code or any similar statute be filed, should Borrower be adjudicated a bankrupt or insolvent, or in any proceeding admit in solvency or inability to pay debts as they fall due, should Borrower, if a corporation, be liquidated or dissolved or its articles of incorporation expire or be revoked, should Borrower, if a partnership or business association, be dissolved or partitioned, or should Borrower, if a trustee, be terminated or expire. 12. REMEDIES ON DEFAULT: Upon the occurrence of a non-monetary Event of Default, Borrower shall have 10 days after receipt of written Notice of Default, to cure the default Upon the occurrence of any Event of Default, Lender may do anyone or more of the following and shall not be required to elect between remedies: (a) Pay any sums in any form or manner deemed reasonable, expedient or desirable by Lender to protect he security of this instrument or to cure any Event of Default other than payment of interest or principal on the secured indebtedness. Any amounts disbursed by Lender pursuant to this section, with interest thereon at the Note rate, shall become additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof. Nothing contained in this section shall require Lender to incur any such expense or take any such action, and Lender's disbursement of any amounts pursuant to this sectionshall not affect Lender's right of acceleration and foreclosure as provided below. (b) Declare the entire indebtedness immediately due, payable and collectible without notice to Borrower regardless of maturity. , Lender may then institute legal proceedings to foreclose this Mortgage in accordance with Florida law. Lender, or its assigns, shall been titled to receive at such foreclosure all unpaid ' secured indebtedness with accrued interest thereon, including any and all amounts advanced by Lender for taxes, assessments, insurance premiums and other charges with interest at the Note rate from date of payment, together with all costs of such foreclosure and sale of the Collateral, including reasonable attorney's fees whether or not suit is instituted and for all states of any legal proceedings, including any award of fees by an appellate court. Lender in any action to foreclose this Mortgage, or upon any Event of Default, shall be at liberty to apply for the appointment of a receiver of the Collateral or of the rents and profits of the Collateral, or both, without notice, and shall been titled to the appointment of such a receiver as a matter of right, without consideration of the value of the Collateral as security for the amounts due Lender or the solvency of any person or corporation liable for the payment of ,�� 5 CFN 20170019445 BOOK 28836 PAGE 1573 6 OF 10 amounts. In any judicial proceeding under this Mortgage, the Collateral or any part thereof, may be sold in one parcel or in such parcels, manner or order as Lender in its sole discretion may elect. 13. REMEDIES CUMU7ATIVE: The rights of Lender contained in this Mortgage and in the Note shall be separate, distinct and cumulative of other powers and rights which Lender may have in law or equity, and no act of Lender shall be construed as an election to proceed under any one provision to the exclusion of any other remedy allowed at law or in equity. 14. WAIVER OF TRIAL BY JURY: Borrower hereby knowingly, voluntarily and intentionally waives the right it may have to a trial by jury in respect of any litigation based here on or arising out of, under, or in connection with the Note, the Mortgage any other document executed in connection herewith or any course of conduct, course of dealing, statements, (whether oral or written) or actions of the holder, guarantors, if any or Lender. This provision is a material inducement for Lender to make the loan evidenced by the Note and Mortgage. 15. FORBEARANCE: Any indulgence or departure at anytime by Lender from any of the provisions of this Mortgage or any obligation it secures shall not modify that provision or waive its future compliance by Borrower. 16. RIGHT OF ENTRY: The Mortgagee is hereby authorized to enter upon and to inspect the subject property during normal business hours after notice to the Mortgagor., 17. MORTGAGE NOT ASSUMABLE: Subject to the provisions of Article 6 of this Mortgage, in the event of any sale, conveyance, contract for deed, or other transfer of title to the Collateral, the Note secured hereby shall immediately become due and payable. 18. OTHER MORTGAGES OR LIENS: If foreclosure proceedings of any superior or any junior lien of any kind should be instituted, the Mortgagee, its• successors or assigns, may, at . its option, immediately or thereafter, declare this mortgage, and the indebtedness secured hereby due and payable. 19.PROOF OF TAX, PROPERTY INSURANCE AND HOMEOWNER ASSOCIATION PAYMENTS: The Mortgagor shall furnish the Mortgagee with written proof of payment of real estate taxes and property insurance yearly and a quarterly letter from any applicable homeowner association showing payments are ontime and in good standing on the mortgaged premises during the term of this Mortgage. 20. MISCELLANEOUS: The words "Borrower" and "Lender" whenever used here in shall include all individuals, corporations (and, if a corporation, its officers, employees or agents)and any and all other persons or entities, and the respective heirs, legal representatives, successors and assigns of the parties hereto, all those holding under any of them, and, when appropriate, both singular and plural. The word "Note" shall also include one or more notes and the grammatical constructions of sentences shall conform there to. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or 6 CFN 20170019445 BOOK 28836 PAGE 1574 7 OF 10 The Note which can be given effect without the conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be severable. 21. ENFORCEABILITY: If any part of this Mortgage is deemed invalid or unenforceable, the balance of this Mortgage shall remain enforceable. Purchasers and assignees of this mortgage could be liable for all claims and defenses with respect to the Mortgage that the Borrower could assert against the creditor. IN WITNESS HEREOF, the Mortgagor on the day and year fust above written has executed this Mortgage and Security Agreement under seal. THIS IS A BALLOON MORTGAGE AND THE FINAL PAYMENT OR THE PRINCIPAL BALANCE DUE ON MATURITY IS $153,393.33, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. Signed,sealed and delivered In the presence of the following Witnesses: D an,, ,A - LLC /O ��'an'I i/ son E Robinson,Authorized Manager ' ed 'mess Name Witness Printed'Witness Name State of Florida County of PALM BEACH BEFORE ME,the undersigned authority,personally appeared Jason E Robinson,Authorized Manager, personally known to me to be the person described in and who executed the foregoing Mortgage and urity Agreement,or who has produced the following evidence of identification:•�� `� .� and it acknowledged before me that it executed the same under oath for the uses and;purposes; saim d s ument set forth. IN WITNESS REOF, I have hereunto set my hand affixed my offici seal is day of Notary Public Print Name: My Commission Expires: IF 39 wi" , TOKIINEOHOIAD£d0 M(COMM15510N 2019 ' ` rN 5v; r MY COMMISSION#FF 909139 Noveml�e EypVRE5'• p�q�under+d V. EXPIRES:NovemberS,2019 a gwdedthM Plo'att %+?,ql Bonded ThM Nodry Nhk Undem*rs Pave 7 of 7 �\ File No.:NT-16414 \ � CFN 20170019445 BOOK 28836 PAGE 1575 S OF In PROMISSORY NOTE ---------------------------------------The above space for recording purpose----------- January 13,2017 PALM BEACH County,Florida AMOUNT:$152,000.00 THIS IS A BALLOON PROMISSORY NOTE AND THE FINAL PRINCIPAL PAYMENT OR PRINCIPAL BALANCE DUE UPON MATURITY IS One Hundred Fifty-Three Thousand,Three Hundred and Ninety Three Dollars and 33/100 ($153,393.33), TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THE MORTGAGE WHICH SECURES THIS PROMISSORY NOTE. FOR VALUE RECEIVED, the undersigned makers, promise to pay in lawful money of the United States of America to the order of Lord Mortgage & Loan, Inc., a Florida Corporation, its successors and assigns (the "Lender" or the "holder") , the principal sum of One Hundred Fifty-Two Thousand and 00/100($152,000.00) at 6971 N.Federal Hwy., Suite 103,Boca Raton.,FL 33487 , to be paid as follows: Property Described as:430 NW 6th Avenue,Boynton,FL 33435 Lots 75,76,77 and 78 of Ridgewood Hills,according to the Plat thereof recorded in Plat Book 23,Page 250,of the Public Records of Palm Beach County,Florida. Non Homestead Property Interest only accruing from the date hereof, at the annual rate Of 11%, payable in consecutive monthly installments Of $1,393.33 for 48 months of this note. each >being due and payable on the first day of each calendar month of the term of. this Note, with the first monthly installment being due on March 1, 2017; the entire principal amount and any unpaid interest shall become due and payable on February 1, 2021. If this Note is prepaid in whole or in part at anytime in advance of its due date during the first 12 MONTHS of the date of this Note, the holder shall be entitled to a prepayment fee in the amount of 50 of any amount prepaid. In the event any payment is made after the 10 day of the month in which a payment is due, the maker shall also pay a late charge in the amount of 10% of the installment amount. While in default, this Note shall bear interest at the highest legal rate permitted under Florida law. If any installment of this Note is not paid within thirty (30) days of the due date, the entire principal sum and accrued interest shall at once become due and payable at the option of the holder of this Note. In the event any check given by the maker to the holder is returned for insufficient funds or uncollected funds, the maker shall pay the holder $35.00 to defray holder's bank charges and administrative costs arising there from. In the event any two checks given by the maker to the holder are returned for insufficient funds or uncollected funds, then the holder will be entitled to demand that the maker pay future installments due under this note in the form of a cashier's check or money order. Each maker and endorser severally waives demand, presentment, protest and notice of nonpayment, notice of any extension or renewal File No.:NT-16414 Q CFN 20170019445 BOOK 28836 PAGE 1576 hereof, and all requirements necessary to hold each of them liable as makers and endorsers. This Note shall be the joint and several obligations of both makers below. Each maker further agrees, jointly and severally, to pay all costs of collection, including reasonable attorney's fees, including, without limitation, on both the lower and case the principal of this note or appellate court levels, in any payment of the principal or any interest thereon is not paid at the, or in case it becomes necessary to protect the security hereof, whether suit be brought or not. In any court action where in the Court shall determine an award of attorney's fees are claimed, reasonable attorney's fees based on affidavits submitted by the parties and no live expert testimony shall be necessary unless specifically ordered by the Court. Unless the Lender requests a greater attorney's fee, it shall not be necessary for the Court to determine the amount of the reasonable and just attorney's fees and the parties hereby agree that fee in accordance with Section 687.06, Florida Statutes, to wit, 100 of the principal sum of this note, shall be irrefutably deemed a reasonable and just fee. In the event of default, and from the date of such default, interest on the unpaid principal balance of this note shall bear interest at the highest rate permitted under Florida law. This note is secured by a mortgage on real property of even date herewith and is to be construed and enforced according to the laws of the State of Florida. If any part of this Noteis deemed invalid or unenforceable, the balance of this Note shall ,remain in full force and affect. THE UNDERSIGNED MAKER WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT TO COLLECT ON THIS NOTE OR THE MORTGAGE SECURING THE SAME. THE FOREGOING PROVISION IS A MATERIAL INDUCEMENT FOR THE MAKING OF THIS LOAN BY LENDER. THIS IS A BALLOON PROMISSORY NOTE AND THE FINAL PRINCIPAL PAYMENT OR PRINCIPAL BALANCE DUE UPON MATURITY IS One Hundred Fifty-Three Thousand, Three Hundred and Ninety Three Dollars and 33/100($153,393.33), TOGETHER WITH ACCRUED INTEREST,IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDERTHE TERMSOF THE MORTGAGE WHICH SECURES THIS NOTE. Payable at:6971 N.Federal Hwy.,Suite 103,Boca Raton,FL 33487 or such other place as shall be designated by the holder of this note in writing. De rnan,)faW F LLC„ E Robi1 thorized Manager h� J son E Robinson,Individually Maker's Address Lord Mortgage&Loan,Inc. 6971 N.Federal Hwy.,Suite 103,Boca Raton,FL 33487 File No.:NT-16414 G CFN 20170019445 BOOK 28836 PAGE 1577 10 OF 10 STATE OF FLORIDA ) COUNTY OF PALM BEACH ) The foregoing instrument was acknowledge before me this January 13,2017 by Jason E Robinson,Authorized Manager,individually,and as the Managing Member of Design Man,LLC,A FL LLC,a Florida 11 ited liability company,who is personally known to me or who has produced N- 4t- ) { ,S� l _ as identification „' ••, TOINNEOH'OLADEJO Notary Public COMMISSION M FF 139 �= EXPIRES:November 6,2019 eorded ThmF3otar/Puhlrc UrdeN+ri'.ers �:;!:.••.,, TOKUNEOHOl.ADEJO '�� MYCOMMISSIONCFF908t39 �y�. o illl@�ids� derNd�rs Without Recourse Pay to the Order Of Lapin Properties 2 LLC - (60.53%) ISAOA/ATIMA 806 So.Dixie Hwy Hallandale Beach,FL 33009 AND Harold L.Benjamin&Donna Benjamin -(39.47%) ISAOA/ATIMA 5640 Hollywood,FL 33021 aL�\ ender) Lord Mortgage&Loan,Inc. Robert M.Neadel,President File No.,NT-16414 O CFN 20170019443 OR BK 28836 PG 1566 RECORDED 01/18/2017 15:11:59 Palm Beach County, Florida AMT 10.00 DEED DOC 0.70 Parcel Identification No:08-43-45-21-16-000-0750 Sharon R. Bock CLERK&COMPTROLLER This Instrument Prepared By Pg 1566; (1 Pgs) and Return to: Toks Oladejo Nautica Title USA,Inc. 1035 South State Road 7,Suite 315-3 Wellington,FL 33414 QUITCLAIM DEED THIS QUITCLAIM DEED,made this 13th day of January,2017,between Jason E Robinson,A Single Man,whose address is 8230 S Harper Avenue,Chicago,IL 60619,Grantor,and Design Man,LLC,A FL LLC, whose address is 430 NW 6th Avenue,Boynton,FL 33435,Grantee. WITNESSETH,that the Grantor,for and in consideration of the sum of------------TEN&NO/100(S10.00)---------- ---------DOLLARS,and other good and valuable consideration to Grantor in hand paid by Grantee,the receipt of which is hereby acknowledged,has granted,bargained and quitclaimed to the said Grantee and Grantee'heirs and assigns forever,the following described land, situate, Iying and being in the County of PALM BEACH, State of Florida,to-wit: Lots 75,76,77 and 78 of Ridgewood Hills,according to the Plat thereof recorded in Plat Book 23,Page 250,of the Public Records of Palm Beach County,Florida. TO HAVE AND TO HOLD the same together with all and singular the appurtenances thereunto belonging or in anywise appertaining,and all the estate,right,title,interest,lien,equity and claim whatsoever of Grantor,either in law or equity,for the use,benefit and profit of the said Grantee forever. IN WITNESS WHEREOF,the Grantor has hereunto set he/she hand and seal the day and year first above written. Z,:se.alod �deliveour presence: 1 es IS ign on E Robinson a Wilma `I ted Name Witness#2 Si ature i Witness#2 Printed Name STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 13th day of January,2017,by Jason E Robinson who is personally known to me or who has produced as identification. SEAL .- Notary ,gnature My Commission Expires: Printed Notary Signature "sv'•ry•"., TOK'JNITOROIADEJO "y• TOMME01-1 OLADEJO MYCOMMVSSION#FF90B134 ?t? ,r MY COMMISSIONAFF90b139 '°w. a; E%DIRES;November6,2ot9 i. se EXPIRES:November S.2019 "•`�-�''- Publitllndar •'•:S;ga��y:R'` Bonded Thru Wtaly PWftUndmwftM •^N••••'� Bondedlhm Notar/ File#NT-16414 i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 NEW BUSINESS AGENDAITEM: 14.E. SUBJECT: Discussion and Consideration of an Alternative Meeting Date for the October CRA Board Meeting SUMMARY: This item is being brought before the CRA Board for their consideration of an alternative meeting date for the regularly scheduled October C RA Board meeting. The October 11, 2022 meeting falls on the travel date needed for the Florida Redevelopment Agency's Annual Conference on October 12-14, 2022 in Daytona Beach, FL. The conference begins at 8:00 AM on Wednesday, October 12th, therefore October 11 th will be needed as a travel date for CRA staff and CRA Board members attending the conference. CRA staff has confirmed the availability of Commission Chambers and City I.T.S. support for the following alternative dates: • Monday, October 17, 2022 at 6:00 PM • Wednesday, October 19, 2022 at 6:00 PM We are seeking the Board's direction for consensus on an alternative date. CRA BOARD OPTIONS: 1. Approve Monday, October 17, 2022 at 6:00 PM as the alternative meeting date and time for October's CRA Board meeting. 2. Approve Wednesday, October 19, 2022 at 6:00 PM as the alternative meeting date and time for October's CRA Board meeting. 3. Provide an alternative date and time for October's CRA Board meeting. i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 15.A. SUBJECT: CRA Economic & Business Development Grant Program FY2021-2022 Year End Report SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding and continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. For FY 2021-2022, the CRA Board allocated $556,600 plus an additional $4,450 at the year end accruals for a project fund total of $561,050. As the fiscal year closes, the CRA Board approved $149,323.98 in Commercial Rent Reimbursement Grants and $345,978.33 in the Commercial Property Improvement Grant. The CRA had the pleasure of assisting seven new businesses, adding over 19,352 square feet of new retail, restaurant, industrial, and professional office space within the CRA Area with commercial rent subsidy and property improvement grants. Additionally, six existing businesses were able to expand and/or make fagade improvements totaling over 20,590 square feet of commercial space (see Attachment 1). The CRA also awarded three businesses 6-months of additional rent reimbursement per their FY 2020-2021 Commercial Rent Reimbursement Grant applications totaling $18,453. Attachment I I provides before and after pictures of Commercial Property Improvement Grant recipients that were approved in FY 2020-2021 and completed this fiscal year. The successful implementation and distribution of the the CRA's Economic Development Grant Programs Project Fund resulted in a remaining balance of approximately $40,748 at the end of this fiscal year. FY2021-2022 Budget: $556,600 Mid-year Reallocations: +$4,450 CRA Funding for Economic Impact Study ($25,000) Total Budget: $536,050 Economic Development Grant Dollars awarded year-to-date ($495,302) Remaining Fund Balance as of 9/6/2022: $40,748 FISCAL IMPACT: FY 2021-2022 Budget, Project Fund, Line Item 02-58400-444, $556,600 for Economic Development Grants CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required by the CRA Board at this time. ATTACHMENTS: Description D Attachment I - FY 2021-2022 CRA Economic Development Grant Recipients D Attachment II - Before and After Pictures FY 2021-2022 CRA Economic Development Grant Recipients Business NameBusiness Address Type Business Grant Funds Approved Stevo, Inc. d/b/a CK's Lockshop &Security 301 SE 4th Street Lockshop Property $2,368 Center Improvement Advantage Physical Property Therapy, LLC d/b/a Apex 906 S. Federal Highway, Suite Medical Network Physical Therapy B Office Improvement $40,000 Rent Reimbursement #39 Alberta and Octavia Bell Commercial Property Commercial Property 130 E. MILK Jr. Boulevard Plaza Improvement $25,000 425 NE 4th Street Retail and Property Southern Golf Cars, Inc. 501 N. Federal Highway $75,000 507 N. Federal Highway Industrial Improvement Appliance King of Property 622 N. Federal Highway Retail $25,000 America, Inc. Improvement H. Longo Insurance 500 Gulfstream Boulevard, Rent Reimbursement Associates, Inc. d/b/a Office $5,784 Allstate Unit 201 Extension Premier Medical Center of 326 W. Boynton Beach Medical Rent Reimbursement $5,871 Boynton Beach, LLC Boulevard Office Extension Service First Processing, 420 W. Boynton Beach Professional Rent Reimbursement property $40,000 Inc. Boulevard Office Improvement Studio Glo, LLC 413S. Federal Highway Hair Salon Rent Reimbursement $6,798 Extension Sole-Perna, Inc. d/b/a 1815S. Federal Highway, Rent Reimbursement Salon South Flow Units 3&4 Hair Salon Property $40,000 Improvement Beauty&The Beat, LLC Rent d/b/a Beauty&The Brow 240 E. Woolbright Road Hair Salon Reimbursement $39,391 Boutique Property Improvement Tropical Island Restaurant, 126 W. Boynton Beach Restaurant Rent Reimbursement $21,000 LLC Boulevard JWS Investments Restaurants LLC d/b/a 126 W. Boynton Beach Restaurant Property $50 000 Tropical Island Restaurant Boulevard Improvement SimpleWHOA, LLC d/b/a 1550 N. Federal Highway, Rent Reimbursement Simple'WHOA! Nutrition Unit 12 Health Bar Property $14,479.98 Improvement Amar Bakery, LLC d/b/a 1600 N. Federal Highway, Rent Reimbursement Amar Bakery& Market Unit 14-15 Bakery Property $71,000 Improvement Professional Rent Reimbursement TalentPartners LLC 2626 N. Federal Highway Office Property $33,610.33 Improvement l' - ?+ts{',t: Sk')S,k�3t,S�tCSiri{�ft,fJ`'r{f( s _ -- ��{t p r r `xs } s V oc � W LL lil Q y � O .4A � a m LL v Ln V � ca o W m i t�� t tct t�y�� s1 t } ` i`; iii4, �Mffl t �s i r t s s'( � ((sty � � ��1�}i�! §It s }i�i S r�tu i �ck;;V M i � W i})1 ry a Ra k 1 s t)LO t` WLL •� V 5 L LM Nuum m { � J{i tsr (Is} \y f s � 1 '�i��. t� � k _ s r�i t �Y�n(y dY#Ik- � • W�ilr�t4ti?i{fit irl ZSt}r i rjf ysS� s 1 W7 �� § i s l� ii�iS Qs si st � � s=qi •� t ki{t1 l- - I{ W LL i s l 11,€ F 1 f >?n LLIm }?V1�tf t a� ar OLLI 44� L LL p 0 a O r O ,r O I.P) }, \ W z t° LL W O W 0i t rr It LLI LL - s ee 11 {� fi 4 Ntuo c� � 3 LM LL fj rq � Ln00 LLI a 0 LLW 415, ,kk Y t� 11 I � Y {�r s �4 r rS rri�� ori f o+l ;i — r r t} NJ LL a 4ma r, is W 0 {u}I i r, ,rG ;;11 s ��i'� {� "�" g ��`•;,l\�� l {!r a� y.��I°fir j�i�tvu. � • -� W r , V'f O 00 1� ;�, t� LLIJr. LL r NJ • i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 15.13. SUBJECT: Social Media& Print Marketing Update SUMMARY: Throughout the month of August, the BBCRA social media platforms were utilized to provide updates about various initiatives and occurrences within the BBCRA area, including the promotion of the Small Business Resource Fair and construction updates for the Heart of Boynton Village Apartments project. Additionally, as part of the ongoing initiative to promote the goods and services offered by businesses within the BBCRA area, a variety of social media posts were shared to encourage community members and visitors to patronize and support local businesses. Some of the businesses featured in August included: Amar Bakery, Splashdown Divers, Tropical Smoothie, Simple WHOA Nutrition!, and Tiki Taxi & Cruises. The BBCRA also published multiple print ads to promote the Boynton Harbor Marina and the commercial marine charters that operate from that location. Ads were published in the following publications: The Coastal Star, Coastal Angler, Neighborhood News, Gateway Gazette, and Florida Sports Fishing. The summer issue of the Redevelopment Works newsletter and a blog promoting Driftwood, winner of the 2022 Lionfish Dip Contest, were also promoted through digital efforts. See Attachment I for an overview of the social media and print/digital marketing efforts that were shared in August and Attachment I I for a full listing of the Facebook posts that were shared. FISCAL IMPACT: FY 2021-2022 Budget, General Fund line Item 01-57400-216 -$2,118 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment II -August Facebook Posts D Attachment I -Social Media & Marketing Overview AUGUST FACEBOOK POSTS Book your next adventure with Fscyntcn Beach Par ming at the Boynton Hats ,Maris! 1292 37 �" 4 zIF arab sow takeout from Cafe Frankies to celebrate the sere of the ux ekend! 1 r 950 67 "red Tropical SmFoachke.Cale for a dell<tyaus awwd heatthy tunchl � r: 597 1 Make your reservatkin at DrifvNDod Ecytrwtan Beach to"r theirslttnnrt!p grits,or arry of their other locally-spaufced favantw?s! 221 t%Dww that your stHadents are bark in school its tYpneto tape ca*e of YOU'Eer_orw a student of aerial ga&fitness vwntt Flys&Flea Fitness in Downtow Boynton 84a`h-ONE MN7H UNLlMiTEb YOGA&FLY— 465 11 Let gua,&rall down to Guam GO in Ilauantuwn Boynton 5machl a, �a . 731 45 Bond Stmt A e and Coffee offers larunctt'Visit theta today at 1526 S Federal ling may in Boynton Beach, ,. 203 s-,t 165 Make your weekend a little sweeter at Schexxees Hand-Dripped �hucalates.. 263 51 Simple WHOA Nutrition isopen at 155E f1 Federal High ay and is offering see incredible deals to t^,Ip fuel you rfltness zWs' „ .. 681 26 Pickets are an sale for the Boynton Beach Food,Wine&Brew Fest at Berra enuto Resusurant Dion't mAss out on your cipportunfty to get a r„ 'p to of Baynton 1083 131 Dont miss Charau'nenrie Tu*,sd'ays at The Butcher and The Ear tomightl 1,a,r 66 17 AUGUST FACEBOOK POSTS t Take a pppQk.at our hlog as nre Dive into Driftwood Boynton Beachl i nw 1177 125 The pirates are or hiatus untrt 2023 We dCfAow that this von will disappoint many fans of tdre Bwayrr ,r,Beach Haj,nted Pirate Fest aril Me•rswaid Splash v,Fro look:forward to corrvergrrug in E.'cw,rwtcr rl- 2912 607 l: Happy Ist Birthday Arnar Bakery ate'Mara etr'We are proud To hese you as a hwuusi mess in the BECRA Area.ra°ris>at;t1 um thrmgh Sunday for a special gift with ewer'purchase. 951, 91 Sea Mist lf1 Drift Fishirwg caught a tr,ur of W10wtai:Snapper yesterday! Book Tau,nest adventure swath t'hern at the Basyntor Harbor WArma for yvjr chance to take u a deli6ous catch, 1790 106 Fonig,,ht`s Boynton Beach Corywriunivy Redevelorment,Agency i; w Q D d ZD 0 Z H W IseryQ 06 Q D w 7�; J Q U 0 cn cn Lu � V cn m uj I�XCI, 'M t w J —ILou u y u 7 bd r W f t all Aix, itAj� si j} ' t,f�)� � r i� i l 4M1 � NF1 6 W t m. 21 WtAIAOM ,,� �ldltl�si�� 3 us t Cn rn W m s43 1 W ,T ro Ett no u� s y� k }}t 1 f xdm T; LO 00 CD VJ LMW x s'te s t� 1 1 r r .. r I w cc LU z C/3 ui LA uj ui W CL0 � W ==!I"' CD J = > W U) UA ui W W zU.JL- z mm ��, i mi i. � 'N rON COMMUNITY REDEVELOPMENT AGENCY CRA BOARD M EETING OF: September 13, 2022 CRA PROJECTS IN PROGRESS AGENDAITEM: 15.C. SUBJECT: MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) Update SUMMARY: The MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project will provide 124 affordable multi-family rental units as well as 8,250 square feet of leasable commercial space (Attachment 1-111). Since the August 9th CRA Board meeting, the following progress has been made (see Attachment IV): East Building The fourth floor is constructed and concrete block is being installed. The electrical, water and sewer has been trenched and stubbed up for future connection. West Building The first floor is constructed, concrete block is being installed and structural columns are being formed for concrete. The electrical, water and sewer has been trenched and stubbed up for future connection. The contractor is working around the existing utilities to be relocated by Comcast. North Building The roof slab is constructed and the electrical has been stubbed up for future connection. The CRA staff is continuing to coordinate with Centennial Management Corporation on leasing the commercial spaces. The construction timeline estimates the Project will be completed in early 2023. Until completion, a monthly project construction updates will be provided to the CRA Board. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial component); TI RFA $1,630,280 and $433,008.45 Second Development Agreement for the Residential Component. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I - M LK Jr Blvd Project Site Plan - North D Attachment II - M LK Jr Blvd Project Site Plan -South D Attachment III - M LK J r. Blvd. M ixed Use Development Project Renderings D Attachment IV -Construction Progress Photos �oS1031IHHOklW IM3 fi9M3Hl0-1 IWC �22d £}} Q o m Z o Q o VHO m C�...,....,..� o U S o "L Z Q o g O 3 1 1 L<G 1--.. u m C a o a=o mpz m s z z a RV, l.i 5� h ° _ ° m I I _ . EN owa mo a I w - fifi m IQ a o III >! o 0 m o� m oil ci 0 QI � o w! C-4It u. 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