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Agenda 06-12-17The City of Boynton Beach City Commission Agenda Monday, June 12, 2017, 6:00 PM Commission Chambers 100 E. Boynton Beach Blvd., Boynton Beach, FL 33435 Special Commission Meeting and CRA Board Meeting Boynton Beach City Commission Mayor Steven B. Grant (At Large) Vice Mayor Justin Katz (District 1) Commissioner Mack McCray (District 11) Commissioner Christina L. Romelus (District III) Commissioner Joe Casello (District IV) Lori LaVerriere, City Manager James Cherof, City Attorney Judith A. Pyle, City Clerk *MISSION* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. www. boynton- beach. org Page 1 of 109 WELCOME Thank you for attending the City Commission Meeting GENERAL RULES & PROCEDURES FOR PUBLIC PARTICIPATION AT CITYOF BOYNTON BEACH COMMISSION MEETINGS THE AGENDA: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes & Nays" or by a roll call vote. SPEAKING AT COMMISSION MEETINGS: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit - Three (3) Minutes • Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, presentations and first reading of Ordinances - Time Limit - Three (3) minutes ADDRESSING THE COMMISSION: When addressing the Commission, please step up to either podium and state, for the record, your name and address. DECORUM: Any person who disputes the meeting while addressing the Commission may be ordered by the presiding officer to cease further comments and/or to step down from the podium. Failure to discontinue comments or step down when so ordered shall be treated as a continuing disruption of the public meeting. An order by the presiding officer issued to control the decorum of the meeting is binding, unless over -ruled by the majority vote of the Commission members present. Please turn off all pagers and cellular phones in the City Commission Chambers while the City Commission Meeting is in session. City Commission meetings are held in the Boynton Beach City Commission Chambers, 100 East Boynton Beach Boulevard, Boynton Beach. All regular meetings are held typically on the first and third Tuesdays of every month, starting at 6:30 p.m. (Please check the Agenda Schedule - some meetings have been moved due to Holidays/Election Day). Page 2 of 109 1. OPENINGS A. Call to Order - Mayor Steven B. Grant I nvocation Pledge of Allegiance to the Flag led by Commissioner McCray Roll Call Agenda Approval: 1. Adoption 2. OTHER A. Staff presentation on update of Town Square 3. ANNOUNCEMENTS, COMMUNITY& SPECIAL EVENTS & PRESENTATIONS 4. PUBLIC AUDIENCE INDIVIDUAL SPEAKERS WILL BE LIMITED TO 3 MINUTE PRESENTATIONS (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. ADMINISTRATIVE A. 1) Recess City Commission Meeting 2) Call Boynton Beach CRA Meeting to Order B. CRA BOARD ITEM: Consideration of CRA funding for the services provided under Town Square Project Phase I Services Agreement (See Attached CRA Agenda Item) C. CRA BOARD ITEM: Consideration of Interlocal Agreement with the City of Boynton Beach to provide funding for services under the Town Square Project Phase I Services Agreement for an amount not to exceed $2,100, 000. (See Attached C RA Agenda Item) D. 1) Adjourn Boynton Beach CRA Meeting 2) Reconvene the City Commission Meeting E. PROPOSED RESOLUTION NO. R17-057- Authorize the Mayor to sign an Interlocal Agreement between the City of Boynton Beach and Boynton Beach Community Redevelopment Agency (CRA) for the CRA funding of the Town Square Redevelopment Project for an amount not to exceed $2,100,000. F. PROPOSED RESOLUTION NO. R17-058 - Amend the adopted FY 2016-2017 General Fund Page 3 of 109 Budget from $79,401,314 to $83,766,737, an increase of $4,365,423. G. PROPOSED RESOLUTION NO. R17-059 - Authorize the Mayor to sign the Town Square Redevelopment Phase I Services Agreement with E2L Real Estate Solutions, LLC of Winter Park, FL. 6. CONSENTAGENDA Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments A. None 7. BIDS AND PURCHASES OVER $100,000 - None 8. CODE COMPLIANCE and LEGAL SETTLEMENTS - None 9. PUBLIC HEARING 7 P.M. OR AS SOON THEREAFTER AS THE AGENDA PERMITS The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. None 10. CITY MANAGER'S REPORT - None 11. UNFINISHED BUSINESS - None 12. NEW BUSINESS - None 13. LEGAL - None 14. FUTURE AGENDA ITEMS - None 15. ADJOURNMENT NOTICE IFA PERSON DECIDES TO APPEALANY DECISION MADE BY THE CITY COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEEDA RECORD OF THE PROCEEDINGSAND, FOR SUCH PURPOSE, HUSHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING 1S MADE, WHICH RECORD INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THEAPPEAL 1S TO BE BASED. (F. S. 286.0105) THE CITY SHALL FURNISH APPROPRIATEAUXII.IARYAIDSAND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL W1THA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, ORACTIVITY CONDUCTED BY THE CITY. PLEASE CONTACT THE CITY CLERKS OFFICE, (561) 742-6060 OR (TTY)1-800-955-8771, AT LEAST 48 HOURS PRIOR TO THE PROGRAM ORACTIVITY IN ORDER FOR THE CITY TO REA.SONABLYACCOMMODATE YOUR REQUEST. ADD1TIONALAGENDA ITEMS MAY BEADDED SUBSEQUENT TO THE PUBLICATION OF THEAGENDA ON THE C1TYS WEB SITE INFORMATION REGARDING 1TEMSADDED TO THEAGENDA AFTER IT 1S PUBLISHED ON THE C1TYS WEB SITE CAN BE OBTAINED FROM THE OFFICE OF THE CITY CLERK. Page 4 of 109 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: Call to Order - Mayor Steven B. Grant I nvocation Pledge of Allegiance to the Flag led by Commissioner McCray Roll Call Agenda Approval: 1. Adoption EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non -budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: REVIEWERS: Department Reviewer Action Date 1.A. OPENING ITEMS 6/12/2017 Page 5 of 109 City Clerk Pyle, Judith Approved 6/9/2017 ® 4:51 PM Page 6 of 109 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: Staff presentation on update of Town Square EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non -budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type D Other REVIEWERS: Department Finance Reviewer Pyle, Judith Description Staff Presentation Action Approved 2.A. OTHER 6/12/2017 D ate 6/9/2017 - 4:51 PIS Page 7 of 109 N I 5.A. ADMINISTRATIVE 6/12/2017 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: 1) Recess City Commission Meeting 2) Call Boynton Beach CRA Meeting to Order EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non -budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: REVIEWERS: Department Reviewer Action Date Finance Howard, Tim Approved 6/9/2017 - 4:48 PM Page 26 of 109 5.B. ADMINISTRATIVE 6/12/2017 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: CRA BOARD ITEM: Consideration of CRA funding for the services provided under Town Square Project Phase I Services Agreement (See Attached CRA Agenda Item) EXPLANATION OF REQUEST: See Attached HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? N/A FISCAL IMPACT: N/A ALTERNATIVES: N/A STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type Other REVIEWERS: Department Finance Reviewer Howard, Tim Description CRA Agenda Item Action Approved D ate 6/9/2017 ® 4:49 PM Page 27 of 109 Consent Agenda I I Old Business IX I New Business I I Legal I ( Information Only I ( CRAAB SUBJECT: Consideration of CRA funding for the services provided under Town Square Project Phase I Services Agreement SUMMARY: As identified in the 2016 CRA Redevelopment Plan, the Town Square Mixed Use Project is an important catalyst to the redevelopment of both the Cultural and Boynton Beach Boulevard Districts. Providing CRA funding to assist in the completion of such a large scale and significant project has been long supported by the plan and Board. The development team of E2L, LLC has presented their Town Square Project Phase I Services Agreement to the City Commission at their Special Meeting being held on June 12, 2017 and will require project funding in the amount of $2,100,000 in order to begin their proposed project design and initial renovations of the historic High School under the scope of this agreement. Under the current CRA approved budget for Fiscal Year 2016-2017, funding is available in the amount of $450,000 in the Project Fund, the Town Square Project line item as well as available funding in the amount of $185,301 within the Project Fund, the Old High School Stabilization line Item. In addition, at the April 11, 2017, meeting, the CRA Board approved the reallocation of available funding in the amount $1,500,000 from unrealized projects and unassigned fund balance that can be used to fund the Town Square request (see Attachment 1). FISCAL IMPACT: $2,100,000 from FY 2016 — 2017 Budget Line items 02-58200-405,02- 58200-406, General Fund Unassigned Fund balance and the Proceeds from sale of 211 E. Ocean Avenue. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (Cultural District and Boynton Beach Blvd. District) 1. Approve the use of CRA funding in the amount of $2,100,000 for the services provided under Town Square Project Phase I Services Agreement 2. Do not approve the use of CRA funding in the amount of $2,100,000 for the services provided under Town Square Project Phase I Services Agreement Michael Simon, Interim Executive Director Page 28 of 109 ATTACHMENT Page 29 of 109 Summary of FY 2016-2017 - Project Fund - Capital Projects Estimated YTD thru Remaining Expenditures Balance Availabl As of: March 31, 2017 Budget 3/31/17 Budget thru Year -End for Reallocation Capital Outlav - 02-58200 Property Purchases - 02-58200-401 $ 1,136,607 $ 380,422 $ 756,185 $ 756,185 $ - Construction In Progress - 02-58200-404 $ 1,162,000 $ - $ 1,162,000 $ 1,162,000 $ - Model Block Marina - Open Space $ 200,000 $ 18,549 $ 181,452 $ 80,000 $ 101,452 211 E. Ocean - Renovation Grant $ 200,000 $ - $ 200,000 $ 200,000 $ - Dog Park $ 698,897 $ - $ 698,897 $ - $ 698,897 Sub -Total $ 1,098,897 $ 18,549 $ 1,080,349 $ 280,000 $ 800,349 Site Work & Demolition - 02-58200-405 Site Work & Demolition $ 100,000 $ 2,818 $ 97,182 $ 97,182 $ - Stabiliazation of Old High School-Roof/VVindows $ 450,000 $ - $ 450,000 $ 450,000 $ - Sub -Total $ 550,000 $ 2,818 $ 547,182 $ 547,182 $ - Infrastructure & Streetscape - 02-58200-406 Town Square Project $ 185,450 $ 149 $ 185,301 $ 185,301 $ - MLK Corridor Redevelopment, CRA Property $ 1,162,000 $ - $ 1,162,000 $ 1,162,000 $ - Model Block $ 450,000 $ 44,898 $ 405,102 $ 405,102 $ - Sub -Total Total Capital Outlay/Projects $ 1,797,450 $ 4,582,954 $ 45,047 $ 446,836 $ $ 1,752,403 4,136,119 $ $ 1,752,403 3,335,770 $ - $ 800,349 Other Available Funding Sources 1. General Fund Unassigned Fund Balance from 9/30/16 Audit $ 671,636 Note: $839,545 less 20% Self -Funded Insurance Reserve of $167,909 2. Proceeds from sale of 211 E. Ocean Avenue $ 240,105 Total Available for Reallocation 3/31/170o- $ 1,712,090 NOTE: CRA Board Meeting 04-11-2017 -Approved Reallocation of $212,090 from Dog Park to Economic Development Grants $ (212,090) Remaining Balance for Reallocation/Rollover in FY 2017/18 Budget $ 1,500,000 Page 30 of 109 5.C. ADMINISTRATIVE 6/12/2017 REQUESTED ACTION BY COMMISSION: CRA BOARD ITEM: Consideration of I nterlocal Agreement with the City of Boynton Beach to provide funding for services under the Town Square Project Phase I Services Agreement for an amount not to exceed $2,100,000. (See Attached CRA Agenda Item) EXPLANATION OF REQUEST: See Attached CRAAgenda Item The City is contemplating entering into an services agreement with E21- Real Estate Solutions, LLC for this project. CRA and City staff has reviewed the elements of the project and concluded that certain costs of the project can be funded by the CRA under the scope of the CRA's Ocean District Plan and the CRA's 2016 Redevelopment Plan. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The ILA will allow the CRA to fund costs associated with the project that the City is expecting to move forward. FISCAL IMPACT: CRA will provide up to $2,100,000 towards the Town Square Project as outlined in the ILA. ALTERNATIVES: Do not approve ILA. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: Page 31 of 109 ATTACHMENTS: Type D I nterlocal Agreement D Exhibit REVIEWERS: Department Finance Description C RA Agenda I tem I LA with City Exhibit Reviewer Action Date Howard, Tim Approved 6/9/2017 ® 4:52 PM Page 32 of 109 CRA BOARDI F: June 12,2017 -Special Meeting Consent Agenda I I Old Business IX I New Business I I Legal I ( Information Only CRAAB AGENDA ITEM: III.B. SUBJECT: Consideration of Interlocal Agreement with the City of Boynton Beach to provide funding for services under the Town Square Project Phase I Service Agreement SUMMARY: As identified in the 2016 CRA Redevelopment Plan, the Town Square Mixed Use Project is an important catalyst to the redevelopment of both the Cultural and Boynton Beach Boulevard Districts. Providing CRA funding to assist in the completion of such a large scale and significant project has been long supported by the plan and Board. The development team of E2L, LLC has presented their Town Square Project Phase I Services Agreement to the City Commission at their Special Meeting being held on June 12, 2017 and will require project funding in the amount of $2,100,000 in order to begin their proposed project design and initial renovations of the historic High School under the scope of this agreement. Under the current CRA approved budget for Fiscal Year 2016-2017, funding is available in the amount of $450,000 in the Project Fund, the Town Square Project line item as well as available funding in the amount of $185,301 within the Project Fund, the Old High School Stabilization line Item. In addition, at the April 11, 2017, meeting, the CRA Board approved the reallocation of available funding in the amount $1,500,000 from unrealized projects and unassigned fund balance that can be used to fund the Town Square request (see Attachment 1). As the efforts put forth under the Town Square Redevelopment Project will demonstrate further and continued advancement of the goals and mission of the CRA Redevelopment Plan, staff and legal counsel support the use of CRA funds to provide funding of these project services. The first term of the ILA will terminate on September 30, 2018 and provides funding for the not to exceed $2,100,000. The CRA Board and City Commission may mutually agree to extend the ILA on a one time basis upon the agreement of both parties (see Attachment II). FISCAL I PACT: $2,100,000 from FY 2016 — 2017 Budget Line items 02-58200-405,02- 58200-406, General Fund Unassigned Fund balance and the Proceeds from sale of 211 E. Ocean Avenue. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (Cultural District and Boynton Beach Blvd. District) CRAAB RECOMMENDATION: N/A CRA BOARD OPTIONS: 1. Approve the Interlocal Agreement with the City of Boynton Beach to provide funding for services under the Town Square Project Phase I Service Agreement the amount of $2,100,000 2. Do not approve the Interlocal Agreement with the City of Boynton Beach to provide funding for services under the Town Square Project Phase I Service Agreement the amount of $2,100,000 Michael Simon, brim Executive Director Page 33 of 109 ATTACHMENT Page 34 of 109 Consent Agenda I I Old Business IX I New Business I I Legal I ( Information Only I ( CRAAB SUBJECT: Consideration of CRA funding for the services provided under Town Square Project Phase I Services Agreement SUMMARY: As identified in the 2016 CRA Redevelopment Plan, the Town Square Mixed Use Project is an important catalyst to the redevelopment of both the Cultural and Boynton Beach Boulevard Districts. Providing CRA funding to assist in the completion of such a large scale and significant project has been long supported by the plan and Board. The development team of E2L, LLC has presented their Town Square Project Phase I Services Agreement to the City Commission at their Special Meeting being held on June 12, 2017 and will require project funding in the amount of $2,100,000 in order to begin their proposed project design and initial renovations of the historic High School under the scope of this agreement. Under the current CRA approved budget for Fiscal Year 2016-2017, funding is available in the amount of $450,000 in the Project Fund, the Town Square Project line item as well as available funding in the amount of $185,301 within the Project Fund, the Old High School Stabilization line Item. In addition, at the April 11, 2017, meeting, the CRA Board approved the reallocation of available funding in the amount $1,500,000 from unrealized projects and unassigned fund balance that can be used to fund the Town Square request (see Attachment 1). FISCAL IMPACT: $2,100,000 from FY 2016 — 2017 Budget Line items 02-58200-405,02- 58200-406, General Fund Unassigned Fund balance and the Proceeds from sale of 211 E. Ocean Avenue. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (Cultural District and Boynton Beach Blvd. District) 1. Approve the use of CRA funding in the amount of $2,100,000 for the services provided under Town Square Project Phase I Services Agreement 2. Do not approve the use of CRA funding in the amount of $2,100,000 for the services provided under Town Square Project Phase I Services Agreement Michael Simon, Interim Executive Director Page 35 of 109 Summary of FY 2016-2017 - Project Fund - Capital Projects Estimated YTD thru Remaining Expenditures Balance Availabl As of: March 31, 2017 Budget 3/31/17 Budget thru Year -End for Reallocation Capital Outlav - 02-58200 Property Purchases - 02-58200-401 $ 1,136,607 $ 380,422 $ 756,185 $ 756,185 $ - Construction In Progress - 02-58200-404 $ 1,162,000 $ - $ 1,162,000 $ 1,162,000 $ - Model Block Marina - Open Space $ 200,000 $ 18,549 $ 181,452 $ 80,000 $ 101,452 211 E. Ocean - Renovation Grant $ 200,000 $ - $ 200,000 $ 200,000 $ - Dog Park $ 698,897 $ - $ 698,897 $ - $ 698,897 Sub -Total $ 1,098,897 $ 18,549 $ 1,080,349 $ 280,000 $ 800,349 Site Work & Demolition - 02-58200-405 Site Work & Demolition $ 100,000 $ 2,818 $ 97,182 $ 97,182 $ - Stabiliazation of Old High School-Roof/VVindows $ 450,000 $ - $ 450,000 $ 450,000 $ - Sub -Total $ 550,000 $ 2,818 $ 547,182 $ 547,182 $ - Infrastructure & Streetscape - 02-58200-406 Town Square Project $ 185,450 $ 149 $ 185,301 $ 185,301 $ - MLK Corridor Redevelopment, CRA Property $ 1,162,000 $ - $ 1,162,000 $ 1,162,000 $ - Model Block $ 450,000 $ 44,898 $ 405,102 $ 405,102 $ - Sub -Total Total Capital Outlay/Projects $ 1,797,450 $ 4,582,954 $ 45,047 $ 446,836 $ $ 1,752,403 4,136,119 $ $ 1,752,403 3,335,770 $ - $ 800,349 Other Available Funding Sources 1. General Fund Unassigned Fund Balance from 9/30/16 Audit $ 671,636 Note: $839,545 less 20% Self -Funded Insurance Reserve of $167,909 2. Proceeds from sale of 211 E. Ocean Avenue $ 240,105 Total Available for Reallocation 3/31/170o- $ 1,712,090 NOTE: CRA Board Meeting 04-11-2017 -Approved Reallocation of $212,090 from Dog Park to Economic Development Grants $ (212,090) Remaining Balance for Reallocation/Rollover in FY 2017/18 Budget $ 1,500,000 Page 36 of 109 ATTACHMENT II Page 37 of 109 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF CERTAIN PORTIONS OF THE TOWN SQUARE PROJECT THIS AGREEMENT is made this day of , 2017 by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the "Party" or "Parties") WITNESSETH: WHEREAS, the 2016 Boynton Beach Community Redevelopment Plan ("Plan") calls for the redevelopment of the Cultural District and the Boynton Beach Boulevard District as those Districts are described in the Plan; and WHEREAS, the City and the CRA desire to provide funding for a project known as the Town Square Redevelopment Project ("Project"), which falls within the CRA boundaries, and more specifically, in the Cultural District and the Boynton Beach Boulevard District; and WHEREAS, the City has contracted with E2L, LLC for the Project under the "Town Square Project -Phase I Services Agreement;" and WHEREAS, the Project furthers the CRA's Community Redevelopment Plan ("Plan") because the Project will help prevent and eliminate slum and blight within the Redevelopment Area, and will provide the opportunity to redevelop the area within the Project ("Project Area") in accordance with the Plan; and WHEREAS, the CRA is limited by § 163.370(3), Florida Statutes from making certain expenditures; and 00824643-1 Page 38 of 109 WHEREAS, the CRA desires to reimburse the City for certain expenses related to the Project that are not prohibited by the Florida Statutes; and WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds to implement a portion of the Project is consistent with the Community Redevelopment Plan and Florida Statutes; and WHEREAS, the CRA and the City find that this funding agreement serves a municipal and public purpose, furthers the Plan, and is in the best interest of the health, safety, and welfare of the residents and business owners within the Community Redevelopment Area; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereby agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated herein. 2. Obligations of the CRA. The CRA shall provide funding to the City in the maximum amount of $2,100,000 to be used for reimbursement of certain costs not prohibited by § 163.370(3), Florida Statutes after receipt of a request meeting the requirements of this paragraph. Upon receipt of a complete, written request from the City, the CRA shall make payments to the City on a quarterly basis for the reimbursement of direct expenses related to the Project related activities consistent with the Plan. In order to be deemed complete, the written request from the City for payment must include copies of receipts and invoices indicating the amount and the purpose for the payment for which the City is seeking reimbursement. The CRA shall remit payment to the City within thirty (30) days of receipt of a complete request from the City. 3. Obligations of the City. 00824643-1 Page 39 of 109 a. The City shall ensure funds provided by the CRA are not used for any purposes prohibited by § 163.370(3), Florida Statutes, or otherwise prohibited by law. b. The City shall ensure that the Project is designed and constructed in compliance with the Plan. c. On a quarterly basis, at the same time it submits any request for reimbursement, the City shall provide a written report to the CRA documenting the status of the Project and the compliance of the Project with the Plan. d. The City shall be responsible for overseeing the Project and contracting with E2L, LLC and other entities as necessary to effectuate the Project, but shall coordinate with the CRA concerning compliance with the Plan. e. Upon request from the CRA or an authorized agent of the CRA, including the Executive Director and the CRA Attorney, the City shall provide all documents reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement, specifically including any documentation concerning compliance with § 163.370(3), Florida Statutes. 4. The Parties agree that the CRA shall be responsible only for providing reimbursement for certain expenses for the Project, as more specifically identified in Exhibit A, and shall not otherwise be responsible for effectuating the Project. 5. The City shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its 00824643-1 Page 40 of 109 employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the City as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the City to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 6. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and shall terminate on September 30, 2018 ("Termination Date"). The CRA shall not be required to reimburse the City for any requests submitted after the Termination Date. The term of the Agreement may be extended one time for a period of one year and may only be extended upon approval by the CRA Board and upon the appropriation of CRA funds for intended purposes of this Agreement in the subsequent fiscal year's budget. Such extension is only effective upon the execution of a written amendment signed by both Parties. Nothing in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in accordance with other provisions in this Agreement. 7. Records. The City and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs incurred in accordance with generally accepted accounting principles. 00824643-1 Page 41 of 109 Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and at least 1 year after the termination of the Agreement. 8. Filing. The City shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes 9. Default. If either Party defaults by failing to perform or observe any of the material terms and conditions of this Agreement for a period of ten (10) calendar days after receipt of written notice of such default from the other Party, the Parry giving notice of default may terminate this Agreement through written notice to the other Party, and may be entitled, but is not required, to seek specific performance of this Agreement on an expedited basis, as the performance of the material terms and conditions contained herein relate to the health, safety, and welfare of the residents of the City and Redevelopment Area. Failure of any Party to exercise its right in the event of any default by the other Party shall not constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to the other Party's failure to perform unless such waiver is in writing and signed by both Parties. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Parry as may be available to it in law or equity. 10. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any rights in any third parties that are not signatories to this Agreement. 11. Compliance with Laws. The City and the CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 00824643-1 Page 42 of 109 12. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the Parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 13. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be achieved. To that end, this Agreement is declared severable.. 14. Governing Law and Venue. The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court, in the United States District Court for the Southern District of Florida, to which the Parties expressly agree and submit. 15. No Discrimination. Parties shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 00824643-1 Page 43 of 109 16. Notice. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving of notice. CITY: Lori LaVerriere, City Manager City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 CRA: Michael Simon, Interim Executive Director Boynton Beach CRA 710 N. Federal Highway Boynton Beach, Florida 33435 Copies To: James A. Cherof Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 17. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without first obtaining the written consent of the other Party. 00824643-1 Page 44 of 109 18. Interpretation. This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties. IN WITNESS WHEREOF, the City and the CRA hereto have executed this Agreement as of the date set forth above. ATTEST: Judith Pyle, City Clerk Approved as to Form: Office of the City Attorney Approved as to Form: Office of the CRA Attorney 00824643-1 CITY OF BOYNTON BEACH, a Florida municipal corporation Steven B. Grant, Mayor (SEAL) BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Steven B. Grant, Chair Page 45 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet I. Development Costs Amount Per GSF (Building) %Category Comment Land -Police and Fire parcel offsite, remaining acre in town square for public 7 acres with 9 acres to be converted to private (verify with alta N/A City currently owns/sale option under bonds to be considered for cashflow survey) Adjoining property purchase of existing condos N/A Land Closing real estate commissions and Carry Cost Phase II Traffic Study Phase II Appraisal Phase II Title Insurance Phase II Environmental (Phase 1) Survey ALTA at Acquisition (post construction) Legal Fees - Contact (Byrd Campbell) Jeff Bahnson Legal Fees - Zoning (Michael Weiner) Palm County and City Transfer Tax Real Estate Tax Carry Lender Financing Fee Lender Architect / Inspections Lease Commission brokers Guarantor Fee Other Closing Costs Other Contingency Subtotal II. Soft Costs Architect & Engineering - Structural (A/1/S/M/E/P) Added Services (A&E) -Allowance to GMP Security / Blast (Hinman) Civil Landscape Brownfield services-Cardno Soil Surveys, Geotech, & Environmental -GFA Public Relations Firm Partnering / Conf Fees & Costs Road Bonds Site & Building Permits Water & Sewer / Utility Impact Fees Construction Photo Documentation Insurance Reimbursable / Printing Legal and Bond Project Management Fees -Best & Flaggan Soft Cost Contingency Subtotal Phase II Phase II $54,000 $25,000 Phase II Phase II Phase II Phase II Phase II Phase II Phase II Phase II $79.000 Confirm with Boynton Beach Confirm with Boynton Beach May need secondary for land closings Estimate City will address all related work necessary to prepare and address plan for remediation Estimate 115 hours plus travel Estimate for master plan submission during phase I council hearings Estimate to be confirmed for private development Same as transfer tax above With CFP services and fees below Est. - 24 inspec at $1.5K each -confirm with Dick Ward Costs for E2L services related to real estate services verify with Dick Ward on equity Partner pursuit expenses Estimate Amount -' --' % Category Comment (Building) Phase II With each building costs below Phase II specialty design services? N/A N/A estimate to be validated with Kimley Phase II Horn -Carried with Baker Barrios in Master Plan Haskell D/B costs below N/A City to handle services through CRA N/A Boynton Beach to provide as needed for Phase I services Merchant Strategies/LDG-see Y1 $50,000 proposal provided with City concurrence set 6.8.17 call $30,000 2 meetings at $15k each Phase II confirm with City/State if required Phase II Estimate -Negotiate with City to reduce for overall development Phase II By City of Boynton Beach Vaktare-Complete record $10,000 documentation of existing conditions for archives Contract coverages at $1 MM $12,000 occurrence plus, Builders risk to be determine. $10,000 Allowance to cover Phase I deliverables -use electronic April,18th award to 5 month services $175,000 for Phase I with Community Facilities Partners. Phase 11 to be negotiated upon definition of Phase 11 scope $287,000 Page 46 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet Per GSF III. Construction Period Costs Amount (Building) % Category Comment Police Building (70,000 SF) $587,308 HJHIgh and ADG-see scope and proposal letter Fire Station $275,180 HJHIgh and ADG-see scope and proposal letter City Hall (50,000 SF) $840,091 Confirm with Haskell and Baker Library Renovations w/City Hall above determine scope of work, ADA and structural adjustments to accommodate City Hall Parking garages 8B 340 cars using $15,000 Per Space $150,000 Finfrock to complete as design build offering-foundation design to be conservative with no soil borings available Building demolitions for Police, Fire, Garage, City Hall, Civic Center Phase II Work to be completed in phases as priced and scheduled by D.H Griffin Site Infrastructure Improvements w/City Hall above Haskell and Kimley Horn to establish budget to address roads, hardscape, landscape and park areas-City to handle all utilities to the buildings with parameter roads Historical High School renovations $1,500,000 Look at secondary Bond issuance for project if needed by Straticon, to be paid direct with CRA funding Dunlap and Associates on Financial pro-forma for bonds, revenues $45,000 5 months services to be validated with City Financial consultant based on conference call 6.8.17 Partnership Trailer Phase II assume 30 months on site Quality Control Trailer Phase II Co-locate if reasonable Preconstruciton Management services by E2L $75,000 30 % to concur with Phase I services, City consultant for Phase I services (Stantec) $100,000 Prepaid with award notice Development Fee $235,000 Phase I at 5 months/$47,000 month with off ramp fee per contract if Phase II not elected to proceed. Original equity fee for Phase I services $45,000 1.5% of Phase I cost Subtotal $3,852,579 IV. Interest (at 5.00% per annum compounded monthly) Item at Coverage Months To shell completion: Dev. Costs (1) 100% 12 $4,042 Soft costs (11) 100% 12 $14,683 Construction Period Costs (111) 65% 12 $128,118 After shell completion : Carry on all costs to date during i. Average Vacancy 100% 0 $0 ii. Average Rent Abatement 100% 0 $0 0 Interest on Tenant Improvements, Leasing Commissions & Space 50% 0 $0 Planning Subtotal $146,844 $0.00 3.4% Total Development Cost $4,365,423 $0.00 Page 47 of 109 5.D. ADMINISTRATIVE 6/12/2017 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: 1) Adjourn Boynton Beach CRA Meeting 2) Reconvene the City Commission Meeting EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: Non -budgeted ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: REVIEWERS: Department Reviewer Action Date Finance Howard, Tim Approved 6/9/2017 - 4:48 PM Page 48 of 109 5.E. ADMINISTRATIVE 6/12/2017 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R17-057 - Authorize the Mayor to sign an I nterlocal Agreement between the City of Boynton Beach and Boynton Beach Community Redevelopment Agency (CRA) for the CRA funding of the Town Square Redevelopment Project for an amount not to exceed $2,100,000. EXPLANATION OF REQUEST: On June 12, 2017, the CRA Board approved an Interlocal agreement between the City and CRAfor funding assistance of the Town Square Redevelopment Project. The City is contemplating entering into an services agreement with E21- Real Estate Solutions, LLC for this project. City and CRA staff has reviewed the elements of the project and concluded that certain costs of the project can be funded by the CRA under the scope of the CRA's Ocean District Plan and the CRA's 2016 Redevelopment Plan. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The ILA will allow the CRA to fund costs associated with the project that the City is expecting to move forward. FISCAL IMPACT: CRA will provide up to $2,100,000 towards the Town Square Project as outlined in the ILA. ALTERNATIVES: Do not approve ILA. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Page 49 of 109 Type D Resolution D I nterlocal Agreement D Exhibit REVIEWERS: Department Finance Description Reso ® ILA with C RA ILA with C RA -Town Square Exhibit Reviewer Action Date Howard, Tim Approved 6/9/2017 ® 4:56 PM Page 50 of 109 I RESOLUTION NO. R17- 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF 5 BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY 6 REDEVELOPMENT AGENCY FOR THE CRA FUNDING OF 7 PORTION OF THE TOWN SQUARE DEVELOPMENT PROJECT s IN AMOUNT NOT TO EXCEED $2,100,000; AND PROVIDING AN 9 EFFECTIVE DATE. 10 WHEREAS; The City of Boynton Beach ("City") and the Boynton Beach 11 Community Redevelopment Agency ("CRA") have for several years jointly pursued 12 redevelopment of property within the CRA redevelopment area bounded on the north by 13 Boynton Beach Boulevard, on the south by SE 2nd Avenue, the west by Seacrest Boulevard 14 and the east by SE 1st Street. The area is commonly known as the "Town Square Project" 15 ("Project"). and 16 WHEREAS, the CRA has determined that certain costs of the Project can be funded 17 by the CRA under the scope of the CRA's Ocean District Plan and the CRA's 2016 18 Redevelopment Plan; and 19 WHEREAS, the City has entered into a Development Agreement for the Project that 20 includes improves which can and need be funded by the CRA; and 21 WHEREAS, the attached Interlocal Agreement contains the details of the CRA 22 funding commitments associated with the Project. 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: [Type text] Page 51 of 109 25 Section 1. Each Whereas clause set forth above is true and correct and 26 incorporated herein by this reference. 27 Section 2. The City Commission of the City of Boynton Beach, Florida does 28 hereby approve and authorize the Mayor to sign the Interlocal Agreement between the City of 29 Boynton Beach and the Boynton Beach Community Redevelopment Agency for CRA funding 30 of portions of the Town Square Project, a copy of said Interlocal Agreement is attached hereto 31 as Exhibit "A". 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 Section 3. That this Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this day of , 2017. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Judith A. Pyle, CMC City Clerk (Corporate Seal) [Type text] Mayor — Steven B. Grant Vice Mayor — Justin Katz Commissioner — Mack McCray Commissioner — Christina L. Romelus Commissioner — Joe Casello VOTE YES NO Page 52 of 109 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF CERTAIN PORTIONS OF THE TOWN SQUARE PROJECT THIS AGREEMENT is made this day of , 2017 by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the "Party" or "Parties") WITNESSETH: WHEREAS, the 2016 Boynton Beach Community Redevelopment Plan ("Plan") calls for the redevelopment of the Cultural District and the Boynton Beach Boulevard District as those Districts are described in the Plan; and WHEREAS, the City and the CRA desire to provide funding for a project known as the Town Square Redevelopment Project ("Project"), which falls within the CRA boundaries, and more specifically, in the Cultural District and the Boynton Beach Boulevard District; and WHEREAS, the City has contracted with E2L, LLC for the Project under the "Town Square Project -Phase I Services Agreement;" and WHEREAS, the Project furthers the CRA's Community Redevelopment Plan ("Plan") because the Project will help prevent and eliminate slum and blight within the Redevelopment Area, and will provide the opportunity to redevelop the area within the Project ("Project Area") in accordance with the Plan; and WHEREAS, the CRA is limited by § 163.370(3), Florida Statutes from making certain expenditures; and 00824643-1 Page 53 of 109 WHEREAS, the CRA desires to reimburse the City for certain expenses related to the Project that are not prohibited by the Florida Statutes; and WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds to implement a portion of the Project is consistent with the Community Redevelopment Plan and Florida Statutes; and WHEREAS, the CRA and the City find that this funding agreement serves a municipal and public purpose, furthers the Plan, and is in the best interest of the health, safety, and welfare of the residents and business owners within the Community Redevelopment Area; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereby agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated herein. 2. Obligations of the CRA. The CRA shall provide funding to the City in the maximum amount of $2,100,000 to be used for reimbursement of certain costs not prohibited by § 163.370(3), Florida Statutes after receipt of a request meeting the requirements of this paragraph. These funds shall be provided only on a "matching" basis with City funding; provided however, the City's matching contribution is not limited to those expenditures permitted by §163.370, Florida Statutes. Upon receipt of a complete, written request from the City, the CRA shall make payments to the City on a quarterly basis for the reimbursement of direct expenses related to the Project related activities consistent with the Plan. In order to be deemed complete, the written request from the City for payment must include copies of receipts and invoices indicating the amount and the purpose for the payment for which the City is seeking reimbursement, as 00824643-1 Page 54 of 109 well as evidence of the City's matching contribution. The CRA shall remit payment to the City within thirty (30) days of receipt of a complete request from the City. 3. Obligations of the City. a. The City shall ensure funds provided by the CRA are not used for any purposes prohibited by § 163.370(3), Florida Statutes, or otherwise prohibited by law. b. On a quarterly basis, at the same time it submits any request for reimbursement, the City shall provide a written report to the CRA documenting the status of the Project. c. The City shall be responsible for overseeing the Project and contracting with EM, LLC and other entities as necessary to effectuate the Project, but shall coordinate with the CRA concerning compliance with the Plan. d. Upon request from the CRA or an authorized agent of the CRA, including the Executive Director and the CRA Attorney, the City shall provide all documents reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement, specifically including any documentation concerning compliance with § 163.370(3), Florida Statutes. 4. The Parties agree that the CRA shall be responsible only for providing reimbursement for certain expenses for the Project, and shall not otherwise be responsible for effectuating the Project. 5. The City shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage 00824643-1 Page 55 of 109 which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the City as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the City to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 6. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and shall terminate on September 30, 2017 ("Termination Date"). The CRA shall not be required to reimburse the City for any requests submitted after the Termination Date. The term of the Agreement may be extended one time for a period of one year and may only be extended upon approval by the CRA Board and upon the appropriation of CRA funds for intended purposes of this Agreement in the subsequent fiscal year's budget. Such extension is only effective upon the execution of a written amendment signed by both Parties. Nothing in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in accordance with other provisions in this Agreement. 7. Records. The City and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all 00824643-1 Page 56 of 109 charges, expenses, and costs incurred in accordance with generally accepted accounting principles. Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and at least 1 year after the termination of the Agreement. 8. Filing. The City shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes 9. Default. If either Party defaults by failing to perform or observe any of the material terms and conditions of this Agreement for a period of ten (10) calendar days after receipt of written notice of such default from the other Party, the Party giving notice of default may terminate this Agreement through written notice to the other Party, and may be entitled, but is not required, to seek specific performance of this Agreement on an expedited basis, as the performance of the material terms and conditions contained herein relate to the health, safety, and welfare of the residents of the City and Redevelopment Area. Failure of any Party to exercise its right in the event of any default by the other Party shall not constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to the other Party's failure to perform unless such waiver is in writing and signed by both Parties. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party as may be available to it in law or equity. 10. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any rights in any third parties that are not signatories to this Agreement. 00824643-1 Page 57 of 109 11. Compliance with Laws. The City and the CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 12. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the Parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 13. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be achieved. To that end, this Agreement is declared severable.. 14. Governing Law and Venue. The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court, in the United States District Court for the Southern District of Florida, to which the Parties expressly agree and submit. 15. No Discrimination. Parties shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual 00824643-1 Page 58 of 109 orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 16. Notice. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving of notice. CITY: Lori LaVerriere, City Manager City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 CRA: Michael Simon, Interim Executive Director Boynton Beach CRA 710 N. Federal Highway Boynton Beach, Florida 33435 Copies To: James A. Cherof Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 17. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise transfer this Agreement or any rights, interests, or obligations 00824643-1 Page 59 of 109 hereunder to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without first obtaining the written consent of the other Party. 18. Interpretation. This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties. IN WITNESS WHEREOF, the City and the CRA hereto have executed this Agreement as of the date set forth above. ATTEST: Judith Pyle, City Clerk Approved as to Form: Office of the City Attorney Approved as to Form: Office of the CRA Attorney 00824643-1 CITY OF BOYNTON BEACH, a Florida municipal corporation Steven B. Grant, Mayor (SEAL) BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Bv: Steven B. Grant, Chair Page 60 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet I. Development Costs Amount Per GSF (Building) %Category Comment Land -Police and Fire parcel offsite, remaining acre in town square for public 7 acres with 9 acres to be converted to private (verify with alta N/A City currently owns/sale option under bonds to be considered for cashflow survey) Adjoining property purchase of existing condos N/A Land Closing real estate commissions and Carry Cost Phase II Traffic Study Phase II Appraisal Phase II Title Insurance Phase II Environmental (Phase 1) Survey ALTA at Acquisition (post construction) Legal Fees - Contact (Byrd Campbell) Jeff Bahnson Legal Fees - Zoning (Michael Weiner) Palm County and City Transfer Tax Real Estate Tax Carry Lender Financing Fee Lender Architect / Inspections Lease Commission brokers Guarantor Fee Other Closing Costs Other Contingency Subtotal II. Soft Costs Architect & Engineering - Structural (A/1/S/M/E/P) Added Services (A&E) -Allowance to GMP Security / Blast (Hinman) Civil Landscape Brownfield services-Cardno Soil Surveys, Geotech, & Environmental -GFA Public Relations Firm Partnering / Conf Fees & Costs Road Bonds Site & Building Permits Water & Sewer / Utility Impact Fees Construction Photo Documentation Insurance Reimbursable / Printing Legal and Bond Project Management Fees -Best & Flaggan Soft Cost Contingency Subtotal Phase II Phase II $54,000 $25,000 Phase II Phase II Phase II Phase II Phase II Phase II Phase II Phase II $79.000 Confirm with Boynton Beach Confirm with Boynton Beach May need secondary for land closings Estimate City will address all related work necessary to prepare and address plan for remediation Estimate 115 hours plus travel Estimate for master plan submission during phase I council hearings Estimate to be confirmed for private development Same as transfer tax above With CFP services and fees below Est. - 24 inspec at $1.5K each -confirm with Dick Ward Costs for E2L services related to real estate services verify with Dick Ward on equity Partner pursuit expenses Estimate Amount -' --' % Category Comment (Building) Phase II With each building costs below Phase II specialty design services? N/A N/A estimate to be validated with Kimley Phase II Horn -Carried with Baker Barrios in Master Plan Haskell D/B costs below N/A City to handle services through CRA N/A Boynton Beach to provide as needed for Phase I services Merchant Strategies/LDG-see Y1 $50,000 proposal provided with City concurrence set 6.8.17 call $30,000 2 meetings at $15k each Phase II confirm with City/State if required Phase II Estimate -Negotiate with City to reduce for overall development Phase II By City of Boynton Beach Vaktare-Complete record $10,000 documentation of existing conditions for archives Contract coverages at $1 MM $12,000 occurrence plus, Builders risk to be determine. $10,000 Allowance to cover Phase I deliverables -use electronic April,18th award to 5 month services $175,000 for Phase I with Community Facilities Partners. Phase 11 to be negotiated upon definition of Phase 11 scope $287,000 Page 61 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet Per GSF III. Construction Period Costs Amount (Building) % Category Comment Police Building (70,000 SF) $587,308 HJHIgh and ADG-see scope and proposal letter Fire Station $275,180 HJHIgh and ADG-see scope and proposal letter City Hall (50,000 SF) $840,091 Confirm with Haskell and Baker Library Renovations w/City Hall above determine scope of work, ADA and structural adjustments to accommodate City Hall Parking garages 8B 340 cars using $15,000 Per Space $150,000 Finfrock to complete as design build offering-foundation design to be conservative with no soil borings available Building demolitions for Police, Fire, Garage, City Hall, Civic Center Phase II Work to be completed in phases as priced and scheduled by D.H Griffin Site Infrastructure Improvements w/City Hall above Haskell and Kimley Horn to establish budget to address roads, hardscape, landscape and park areas-City to handle all utilities to the buildings with parameter roads Historical High School renovations $1,500,000 Look at secondary Bond issuance for project if needed by Straticon, to be paid direct with CRA funding Dunlap and Associates on Financial pro-forma for bonds, revenues $45,000 5 months services to be validated with City Financial consultant based on conference call 6.8.17 Partnership Trailer Phase II assume 30 months on site Quality Control Trailer Phase II Co-locate if reasonable Preconstruciton Management services by E2L $75,000 30 % to concur with Phase I services, City consultant for Phase I services (Stantec) $100,000 Prepaid with award notice Development Fee $235,000 Phase I at 5 months/$47,000 month with off ramp fee per contract if Phase II not elected to proceed. Original equity fee for Phase I services $45,000 1.5% of Phase I cost Subtotal $3,852,579 IV. Interest (at 5.00% per annum compounded monthly) Item at Coverage Months To shell completion: Dev. Costs (1) 100% 12 $4,042 Soft costs (11) 100% 12 $14,683 Construction Period Costs (111) 65% 12 $128,118 After shell completion : Carry on all costs to date during i. Average Vacancy 100% 0 $0 ii. Average Rent Abatement 100% 0 $0 0 Interest on Tenant Improvements, Leasing Commissions & Space 50% 0 $0 Planning Subtotal $146,844 $0.00 3.4% Total Development Cost $4,365,423 $0.00 Page 62 of 109 5. F. ADMINISTRATIVE 6/12/2017 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R17-058 -Amend the adopted FY 2016-2017 General Fund Budget from $79,401,314 to $83,766,737, an increase of $4,365,423. EXPLANATION OF REQUEST: The General Fund FY 2016-17 Budget was adopted in September of 2016, via resolution R16-116. The FY16/17 Amended Budget for the General Fund (Fund 001) has to be adjusted to appropriate funds for the City to consider entering into an agreement for Town Square Redevelopment Phase I Services Agreement with E2L Real Estate Solutions, LLC.. The budget amendment to amend the General Fund requires City Commission approval. • The General Fund (001) will be amended from $79,301,314 to $83,766,737 increase the level of appropriations to for Town Square Redevelopment Phase I Services Agreement in FY16/17. • The fund balance in the General Fund is approximately: o $15,000,000 o ( 7,940,131) Emergency Reserve ( 1.006.726) Appropriated in FY16/17 Adopted Budget * $ 6,053,143 Unassigned Fund Balance HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? The City would continue to follow good and appropriate budgeting practices. FISCAL IMPACT: See Exhibit A for a summary of the fiscal impact. ALTERNATIVES: Do not approve budget amendment. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No CLIMATE ACTION DISCUSSION: Is this a grant? No Page 63 of 109 Grant Amount: ATTACHMENTS: Type D Resolution D Exhibit REVIEWERS: Department Finance Description Reso Budget Amendment Exhibit A Reviewer Action Date Howard, Tim Approved 6/9/2017 ® 4:55 PM Page 64 of 109 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION R17 - A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, AMENDING THE ADOPTED BUDGET FOR VARIOUS FUND FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2016, AND ENDING SEPTEMBER 30,2017; PROVIDING FOR SEVERABILITY, CONFLICTS, AND AN EFFECTIVE DATE. WHEREAS, a final budget was approved by the City Commission on September 20, 2016, for the fiscal year 2016-2017; and WHEREAS, the City Manager is recommending amend the amount necessary to be appropriated for fiscal year 2016-2017 for various funds (see Exhibit A). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. Section 2. The City Commission of the Boynton Beach, Florida, hereby amending the appropriated FY 2016-2017 budget for the General Fund from $79,401,314 to $83,766,737. A copy of such amendment and/or adjustment is attached hereto as Exhibit "A" and the appropriations set out therein for the fiscal year beginning October 1, 2016 and ending September 30, 2017, to maintain and carry on the government of the City of Boynton Beach. Section 3. That there is hereby appropriated revised amounts to various funds (see Exhibit A) pursuant to the terms of the budget. Section 4. If any clause, section or other part of this Resolution shall be held by any court of competent jurisdiction to be unconstitutional or invalid, such unconstitutional Page 65 of 109 29 or invalid part shall be considered as eliminated and shall in no way affect the validity of the 30 remaining portions of this Resolution. 31 Section 5. All Resolutions or parts of Resolutions in conflict herewith are hereby 32 repealed to the extent of such conflict. 33 Section 6. This Resolution shall become effective immediately upon passage. 34 PASSED AND ADOPTED this 6h day of June, 2017. 35 CITY OF BOYNTON BEACH, FLORIDA 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 ATTEST: 52 53 54 55 Judith A. Pyle, CMC 56 City Clerk 57 58 59 60 (Corporate Seal) Mayor — Steven B. Grant Vice Mayor — Justin Katz Commissioner — Mack McCray Commissioner — Christina L. Romelus Commissioner — Joe Casello VOTE YES NO Page 66 of 109 CITY OF BOYNTON BEACH EXPENDITURE & REVENUE AMENDMENTS BUDGETYEAR 2016-17 2016/17 CURRENT GENERAL FUND DEPARTMENTS BUDGET 001-0000-369-22-00 CRA Reimbursement 431,000 001-0000-389-91-00 Fund Balance Appropriated 1,006,726 Adopted Fund Total Revenues 001-1211-512-34-55 Other Cont Svc/Town Sq Agreement Adopted Fund Total Expenditures Exhibit A 2016/17 Amendment AMENDED Revenue Expenditures BUDGET 2,100,000 2,531,000 2,265,423 3,272,149 79,401,314 4,365,423 83,766,737 0 4,365,423 4,365,423 79,401,314 4,365,423 83,766,737 C:\Program Files (x86)\neevia.com\docConverterPro\temp\NVDC\OD246E4A-8DF5-46FE-8971-3EC500317B96\Boynton Beach. 5711.1.FY2016-17_Budget_AmendrRag&677xlof 1 090 1 5.G. ADMINISTRATIVE 6/12/2017 REQUESTED ACTION BY COMMISSION: PROPOSED RESOLUTION NO. R17-059 -Authorize the Mayor to sign the Town Square Redevelopment Phase I Services Agreement with E2L Real Estate Solutions, LLC of Winter Park, FL. EXPLANATION OF REQUEST: On April 18, 2017 the Commission approved the selection of the top ranked qualifier as determined by the Evalution Committee from the Part I I responses and oral presentations to the Request for Qualifications for City of Boynton Beach Town Square Redevelopment, RFQ No. 004-1210-17/J MA; and authorized City Staff to conduct negotiations for a Master Development Contract for Phase I of the project with E2L Real Estate Solutions of Winter Park, FL, the top ranked firm according to Florida State Statute 287.55, Consultants' Competitive Negotiation Act (CCNA). Staff has negotiated a Phase I Services Agreement with E2L Real Estate Solutions, LLC for the Town Square Redevelopment Project. Phase I Services generally consists of; • Sservices to prepare final plans and specifications for construction of Municipal improvements; • Confirming programmatic scope of each component of the municipal improvements; • Preparation of guaranteed maximum fixed price for municipal improvements for the City to consider; • Financing plan for the project for City to consider; • Community outreach. At the end of Phase I, the City will determine if they wish to continue into the construction phase of the project or not to move forward with the project. HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? This agreement will provide the City with a minimum of 30% plans on the public buildings, pricing and financing for the project. FISCAL IMPACT: If at the end of Phase I the City decides not to proceed with E2L Real Estate Solutions, LLC as provided for in the agreement, the City agrees to pay an amount not to exceed $4,365,423 (City has I LA with CRA for $2,100,000 funding) so net cost to the City would be $2,265,423. ALTERNATIVES: Do not approve agreement with E2L Real Estate Solutions, LLC. STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: No Page 68 of 109 CLIMATE ACTION DISCUSSION: Is this a grant? No Grant Amount: ATTACHMENTS: Type D Resolution D Agreement D Exhibit D Exhibit D Exhibit REVIEWERS: Department Finance Description Reso ® To So Phase I To So Phase I Agreement Exhibit A Preliminary Site Plan Exhibit B Pre Development Schedule Exhibit C Fee Schedule Phase I Svcs Reviewer Action Howard, Tim Approved D ate 6/9/2017 ® 5:58 PM Page 69 of 109 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 RESOLUTION NO. R17 - A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING THE PHASE 1 SERVICES AGREEMENT WITH E2L REAL ESTATE SOLUTIONS, LLC FOR THE DEVELOPMENT OF THE TOWN SQUARE PROPERTY; AUTHORIZING THE MAYOR TO SIGN THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach (the "City") issued Request for Qualifications for the City of Boynton Beach Town Square Redevelopment RFQ No. 004- 1210-17/7MA (the "RFQ") for the planning, developing, financing, and completing of certain public improvements and private improvements for redevelopment of an approximately 16 acre site described as the Boynton Beach Town Square Project (the "Project"); and WHEREAS, E2L Real Estate Solutions, LLC, a Florida limited liability company, (the "Company") submitted a response to the RFQ on March 9, 2017, and was selected as the successful proposer; and WHEREAS, the Company, pursuant to the Phase 1 Services Agreement, which is attached hereto as Exhibit "A", (the "Agreement") shall provide the specific Phase 1 Services as identified in the Agreement with respect to the planning, developing, financing, and completing of the Project; and WHEREAS, the public improvements components to be developed pursuant to the Agreement include the following: a new City Hall, a new Police Station, a new Fire Station #1, a new public parking ramp, public park and open space improvements, and infrastructure improvements throughout the Project (together, the "Municipal Improvements"; and WHEREAS, the RFQ included a request to provide renovations and improvements to a historic High School Building located on East Ocean Avenue east of Seacrest Boulevard in the City (the "High School Improvements"); and {00187240.1 306-9001821} Page 70 of 109 30 WHEREAS, the RFQ included a request to provide other privately owned 31 commercial and residential developments to be constructed on land in the Project currently 32 owned or controlled by the City (the "Private Improvements"); and 33 WHEREAS, as part of the Agreement, the City Commission agrees, by separate 34 resolution, to budget and appropriate as a separate budgetary line item, funds sufficient to 35 pay the Company for the Phase 1 Services, which include the development of plans for the 36 Municipal Improvements, High School Improvements, Private Improvements, as well as 37 stabilization of the High School, as provided in the Agreement; and 38 WHEREAS, City Staff has reviewed the Company's response and the Agreement, 39 and recommends that the Commission approve the service agreement. 40 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 41 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 42 Section 1. The foregoing "WHEREAS" clauses are true and correct and hereby 43 ratified and confirmed by the City Commission. 44 Section 2. The City Commission hereby approves the Town Square 45 Redevelopment Phase 1 Services Agreement with E2L Real Estate Solutions, LLC (the 46 "Agreement") 47 Section 3. The Mayor is authorized to sign the Agreement with E2L Real Estate 48 Solutions, LLC, and to take any and all actions necessary to implement the Agreement, a 49 copy of which is attached hereto as Exhibit "A". 50 Section 4. That this Resolution will become effective immediately upon passage. 51 {00187240.1 306-9001821} Page 71 of 109 52 PASSED AND ADOPTED this day of , 2017. 53 CITY OF BOYNTON BEACH, FLORIDA 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 ATTEST: Judith A. Pyle, CMC City Clerk (Corporate Seal) {00187240.1 306-9001821} Mayor — Steven B. Grant Vice Mayor — Justin Katz Commissioner — Mack McCray Commissioner — Christina L. Romelus Commissioner — Joe Casello VOTE YES NO Page 72 of 109 Draft Dated: June 9, 2017 TOWN SQUARE REDEVELOPMENT PHASE 1 SERVICES AGREEMENT By and Between CITY OF BOYNTON BEACH, FLORIDA and E2L REAL ESTATE SOLUTIONS, LLC ("COMPANY") Dated: , 2017 (00187454.1306-9905263) Page 73 of 109 TABLE OF CONTENTS ARTICLE I SCOPE OF SERVICES.......................................................................................... 3 Section I.I. Services Rendered by Company.............................................................. 3 Section 1.2. Standard of Care....................................................................................... 4 ARTICLE II REPRESENTATIONS AND WARRANTIES.................................................... 4 Section 2.1. Representations and Warranties of the City .......................................... 4 Section 2.2. Representations and Warranties of the Company ................................. 4 Section 2.3. Reliance on Representations, Warranties and Covenants .................... 4 ARTICLE III SCOPE OF PHASE 1 SERVICES..................................................................... 5 Section3.1. General....................................................................................................... 5 Section 3.2. Phased Development Services.................................................................. 5 Section 3.3. Fees; Payment of Expenses...................................................................... 8 Section 3.4. Contingencies to Future Phases............................................................... 9 ARTICLEIV TERM.................................................................................................................... 9 Section4.1. Term........................................................................................................... 9 ARTICLE V NON-DISCRIMINATION; EQUAL EMPLOYMENT OPPORTUNITY .... 10 Section 5.1. Company Shall Not Discriminate.......................................................... 10 Section 5.2. Equal Employment Opportunity........................................................... 10 Section 5.3. Service Providers/Subcontractors......................................................... 10 ARTICLE VI INDEMNIFICATION........................................................................................ 11 Section 6.1. Duty to Indemnify the City Against Loss ............................................. 11 Section 6.2. Limit on Duty to Indemnify................................................................... 11 ARTICLE VII INDEPENDENT CONTRACTOR STATUS ................................................. 11 Section 7.1. Independent Company Status................................................................ 11 Section 7.2. No Withholding; Form 1099 Reporting ................................................ 11 ARTICLE VIII GOVERNING LAW; VENUE....................................................................... 12 Section8.1. Governing Law; Venue........................................................................... 12 ARTICLE IX RETENTION, ACCESS AND OWNERSHIP OF RECORDS ..................... 12 Section 9.1. Florida's Public Records Law................................................................ 12 Section 9.2. Right to Audit; Access............................................................................ 13 Section9.3. Ownership................................................................................................ 13 ARTICLE X TERMINATION.................................................................................................. 13 Section 10.1. Termination for Cause........................................................................... 13 Section 10.2. Termination for Convenience................................................................ 13 Section 10.3. Survival of Certain Provisions ....................Error! Bookmark not defined. ARTICLE XI INSURANCE...................................................................................................... 15 ARTICLE XII NOTICE............................................................................................................. 15 Section 12.1. Notice Addresses..................................................................................... 15 (0°187454.13°6-99°5263) 1 Page 74 of 109 Section 12.2. Notice Effective Dates............................................................................. 15 Section 12.3. Routine Communications....................................................................... 15 ARTICLE XIII GENERAL PROVISIONS............................................................................. 16 Section 13.1. No Assignment Without Consent.......................................................... 16 Section 13.2. Conflict of Interest.................................................................................. 16 Section 13.3. Compliance with Laws; Duty to Notify of Wrongdoing; Cooperation with Investigations............................................................ 16 Section13.4. Nonwaiver................................................................................................ 16 Section13.5. Severability.............................................................................................. 16 Section 13.6. Schedules and Exhibits........................................................................... 16 Section 13.7. Rules of Construction............................................................................. 17 Section13.8. Amendment............................................................................................. 17 Section 13.9. No Third -Party Beneficiaries................................................................. 17 Section 13.10. Time is of the Essence............................................................................. 17 Section 13.11. Non-Exclusive.......................................................................................... 17 Section 13.12. Prohibition Against Financial Interest in Agreement ......................... 17 Section 13.13. Remedies Cumulative............................................................................. 17 Section 13.14. Complete Agreement.............................................................................. 17 Section 13.15. Representatives Not Individually Liable .............................................. 18 Section 13.16. Disclaimer of Relationships.................................................................... 18 Section13.17. Counterparts........................................................................................... 18 EXHIBIT A Preliminary Site Plan EXHIBIT B Pre -Development Schedule EXHIBIT C Detailed Fee Schedule for Phase 1 Services EXHIBIT D Detailed Schedule of Phase 1 Deliverables {00187454.1306-9905263} ii Page 75 of 109 AGREEMENT THIS AGREEMENT, made effective as of the day of , 2017 , by and between the City of Boynton Beach, Florida (hereinafter referred to as the "City"), and having its principal office at 100 East Boynton Beach Boulevard, Boynton Beach, Florida 33425-0310, and E2L Real Estate Solutions, LLC ("Company") a Florida Limited Liability Company and its "Development Team" described below and. WITNESSETH: WHEREAS, the City is a body politic and corporate under the laws of the State of Florida; and WHEREAS, the Company is a Florida limited liability company and lead of a development team formed to undertake, in partnership with the City, public improvements and private improvements to redevelop an approximately 16 acre site described as the Boynton Beach Town Square Project, along with a 3 +/- acre police station site and a 1 +/- acre fire station site (collectively, the "Project"); and WHEREAS, the City has undertaken the process for a Request for Qualifications to find a development partner to assist the City in planning, developing, financing, and completing the Project consisting of the following: (a) a new City Hall (b) Library improvements, (b) a new Police Station, (c) a new Fire Station #1, (d) a new public parking garage, (e) public park and open space improvements, and (e) infrastructure improvements throughout the Project (together, as further described below, the "Municipal Improvements," and individually each constituting a "Component" of the Municipal Improvements); and WHEREAS, the Request For Qualifications included a request to provide renovations and improvements to a historic High School Building located on East Ocean Avenue east of Seacrest Boulevard in the City (the "High School Improvements"); and WHEREAS, the Request For Qualifications included a request to provide other privately owned commercial and residential developments to be constructed on land in the Project currently owned or controlled by the City (the "Private Improvements"); and t0°18'454.13°6-99°5263) 1 Page 76 of 109 WHEREAS, the Company participated as the lead member of a team that provided a Response, dated March 9, 2017 (the "Response") to the City's Request for Qualifications, consisting of: • Company as master development manager; • CFP Boynton Beach Town Square, LLC, a Florida limited liability company, as developer of and obligor for the financing for the Municipal Improvements, (hereinafter referred to as the "CFP"), whose sole member is Community Facility Partners, a Minnesota nonprofit corporation and a qualified tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, having its principal office at 18336 Minnetonka Boulevard, Suite C, Deephaven, Minnesota 55391; • ADG Architects ("ADG") as Company's architects and designers of the Police Station Component and the Fire Station Component; • HJ High Construction ("HJ High") as Company's contractor for the Police Station Component and the Fire Station Component; • REG Architects ("REG") as the Company's architect and designer of the High School Component; • Straticon, Inc. ("Straticon") as the contractor for the High School Component and developer/owner of the senior living flats portion of the Private Improvements; • Baker Barios Architects ("Baker") as architects and designers of the City Hall, Library and Park Public Improvements; • Haskell Construction ("Haskell") as the contractor for the City Hall, Library, Infrastructure and Park Public Improvements; • Kimley Horn Engineers ("Kimley Horn") as civil engineers for the Infrastructure Public Improvements; • JMK Developers/Blackrock ("JMK") as the developer/owner of the senior assisted living facility and the multifamily rental housing facility portions of the Private Improvements; • certain other professional service providers and consultants, (all of the foregoing collectively referred to as the "Development Team"), all as more fully described in the Response; and, WHEREAS, the Company provided a written and oral presentation in connection with the Response, which generally described the proposed locations and certain details of the Municipal Improvements, the High School Improvements and the Private Improvements, including a Preliminary Site Plan which is attached hereto as Exhibit "A"; and t0°18'454.13°6-99°5263) 2 Page 77 of 109 WHEREAS, the City Commission on April 18, 2017 ranked Company as the top ranked Proposer and authorized and directed the City's staff, attorneys and other consultants to negotiate the necessary agreements for the development of the Project; and WHEREAS, subject to the completion of the Phase I Services pursuant to this Agreement, the City and the Company may enter into further agreements including, but not limited to, a Master Project Management Agreement (the "Master Agreement") to provide the terms under which the Company will perform additional services, and serve as master project manager for the development of the Project in accordance with the Response, subject to amendment based upon the City and Company's mutual agreement; and WHEREAS, the City has requested the assistance of the Company, along with the Development Team, to provide turn -key professional services (the "Services") associated with the design, engineering, planning, construction, equipping and financing of the Municipal Improvements, and the City desires to enter into this Agreement with the Company to provide or cause others to provide such professional services for the development of the Municipal Improvements (the "Development"); and WHEREAS, the City and the Company have agreed to proceed under the terms of this Agreement to define and to provide specified professional services required to be furnished by the Development Team with respect to the general design and plans and specifications of and to obtain Guaranteed Maximum Price Construction Contracts for the Municipal Improvements and to provide other professional service providers acceptable to the City with respect to the legal and financing structure, the sources of funding for, and the financial feasibility of the Development; and WHEREAS, the City is authorized to enter into this Agreement to provide for certain services described herein required for the development, financing and construction of the Municipal Improvements; and NOW, THEREFORE, in consideration of the mutual covenants and obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I SCOPE OF SERVICES Section I.I. Services Rendered by Company. Company agrees to perform (or, to the extent the services are to be provided by the Development Team to cause the appropriate member of the Development Team to perform) the Services set forth in Article III of this Agreement ("Phase 1 Services"). Company shall cooperate with the City and any other attorneys, consultants or contractors providing services to the City as needed in the performance of such Services. The Company may replace a current member of the Development Team with another professional service provider and/or consultant as determined in Company's sole discretion; provided, however, Company may not do so without the prior approval of City. City will not contract with or engage any member of the Development Team for any professional services related to or in connection with Phase 1 of the Project without the prior approval of Company. (0°187454.13°6-99°5263) 3 Page 78 of 109 Section 1.2. Standard of Care. Company hereby represents and warrants that each person providing Phase 1 Services, including the Company and each member of the Development Team, has the requisite skills and expertise necessary to perform the Phase 1 Services. Accordingly, Company and each such person shall be obligated to perform the Services with the same degree of care, skill and diligence as would be ordinarily exercised by a competent practitioner of the same profession in which such person is engaged in providing similar services in major United States metropolitan areas under the same or similar circumstances. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the City. The City represents and warrants that: A. the City has the legal authority to enter into this Agreement; and B. the City's Mayor has been authorized by the City Commission to execute this Agreement. Section 2.2. Representations and Warranties of the Company. The Company represents and warrants that: A. the Company, through its duly authorized representative, has the full power and authority to enter into and execute this Agreement and, as such, this Agreement is legally binding upon and enforceable against Company in accordance with its terms; B. the Company is not under any obligation to any other party that would be inconsistent with or in conflict with this Agreement or that would prevent, limit or impair in any way its performance of any obligations hereunder; C. the Company and each person selected by the Company to perform the Phase 1 Services in connection with the Development has the requisite expertise, qualifications, staff, materials and equipment in place and available to enable it to fully perform the Phase 1 Services and Company and such third persons, along with their respective employees, as required, and all sub -contractors, if any and as required, possess all necessary permits, licenses, consents, registrations and/or certifications required under federal, state and/or local law to perform the Phase 1 Services; and D. the Company has read and fully understands the terms, covenants and conditions set forth in this Agreement and is executing the same willingly and voluntarily of its own volition. Section 2.3. Reliance on Representations, Warranties and Covenants. All representations, warranties, covenants and agreements made in this Agreement are intended to be material and shall be conclusively deemed to have been relied upon by the receiving party. (0°187454.13°6-99°5263) 4 Page 79 of 109 ARTICLE III SCOPE OF PHASE 1 SERVICES Section 3.1. General. Company agrees to provide the Phase 1 Services as contained in this Agreement. Section 3.2. Phased Development Services. The Phase 1 Services to be performed hereunder will be rendered and paid for as provided herein. The execution of this Agreement constitutes the City's authorization for the Company to perform the Phase 1 Services. The Company is not authorized to proceed with any additional services or work unless and until it receives a written notice to proceed from the City. A. Phase 1 Services. The Phase 1 Services are sometimes referred to as the Pre -Development Services, and generally consist of Services required to be performed prior to the preparation of final plans and specifications for construction of the Municipal Improvements. Phase 1 Services consist of: (i) confirming the programmatic scope of each Component of the Municipal Improvements, (ii) preparation, for the approval of the City, of one or more comprehensive Guaranteed Maximum Fixed Price Construction Contracts to provide the cost to design, construct and equip each Component of the Municipal Improvements to full completion and ready for occupancy by the persons occupying space in such Component of the Municipal Improvements, including a budget of the expense of the Services required to be performed in connection with the Development. The parties approve of and agree that the Company will engage the Development Team to assist in performing Phase 1 Services. (iii) have Company and Company's Contractors will be utilizing specialty contractors to generate design and pricing documents in support of the GMP's for each respective scope of work to be included in subsequent phases. B. Preliminary Planning and Programming of Phase 1 Services. As a part of the Phase 1 Services, Company agrees to hold workshop sessions with the representatives of the City not less frequently than the times set forth in the Pre -Development Schedule attached hereto as Exhibit "B". The Pre -Development Schedule also sets forth the target dates for the other Phase 1 Services. The City agrees to meet with the Company (or, at the Company's direction, the respective members of the Development Team) and to cooperate and assist in the planning and programming of the Development. As part of the Preliminary Planning and Programming Services, the Company shall coordinate or assist with the following: (i) Completion of the decision matrix of the proposed building locations. (ii) Decide on ability to combine the City Hall with the Library on the same site. (0°187454.13°6-99°5263) 5 Page 80 of 109 (iii) Public relations and community outreach associated with the Project; (iv) High School Stabilization Services, which shall include, but not be limited to the following: preparation of a budget estimate for stabilization of the existing building, weatherization of existing building, clean up of existing building, and design fees for improvements to existing building all of which shall be performed by Straticon and paid by City. (v) Public workshops on Architectural Theme, Open Space Development, and Playground Development, as defined herein, not more frequently than the times set forth in the Pre -Development Schedule attached hereto as Exhibit "B". The above -referenced terms as defined as follows: a. Architectural Theme — The style of the buildings to be constructed. b. Open Space Development — The proposed landscape and hardscape design for the common open space for the project. C. Playground Development — The design, appearance, and feel of any proposed playground area. C. The final determination of space requirements for each Component of the Municipal Improvements and the actual planning and programming of the Development will be contingent on the amount of funding available to be applied to the total costs of the Development and the approval of CFP, the Underwriter, and the Issuer for the issuance of revenue Bonds to support the amount of funds required for the Development. D. Preliminary Documents. Following the completion of Preliminary Planning and Programming Services in Section B above, Company will prepare in accordance with the Pre -Development Schedules the documents listed below (the "Preliminary Development Documents"). The Preliminary Development Documents shall include: (i) preliminary design proposals (drawings and data resulting from the Workshops illustrating building massing on the site and general locations of types of spaces on each floor) to a level of 30% of final drawings and specifications; and up to 75% design drawings and specifications for infrastructure as deemed appropriate to identify and price the respective work for the GMP estimates to be provided for City approval. (ii) preparation of design proposals (drawings and data resulting from the Workshops illustrating building massing on the site and general locations of types of spaces on each floor) to a level that allows for the determination of a Guaranteed Maximum Price without contingencies for unknown issues, unless Company and City agree that the scope is not identifiable at time of Phase 1 Services completion schedule. Typically this would require drawings completed to 30%, but each Component of the Project may require different percentage of completed drawings to (0°187454.13°6-99°5263) 6 Page 81 of 109 establish the Guaranteed Maximum Price without contingencies for unknown issues for that specific Component; (iii) Guaranteed Maximum Price Construction Contracts, DBIA Forms, where possible, for each Component of the Municipal Improvements; and (iv) preliminary project schedule. Throughout the development of the Preliminary Development Documents, the Company shall insure that the following items are addressed: a. Coordination of utility requirements and planning with the City Public Services Department, Florida Power & Light, and the South Florida Water Management District, including the preparation of any and all permit applications needed for development; b. Provide the necessary documentation required by the City to submit to Planning and Zoning Board Master Site Plan and Site Plans for the Police Station and Fire Station #1 locations. c. Provide the necessary documentation required by the City to submit the Master Site Plan for consideration by City Commission for the Police Station and Fire Station #1 locations. d. Develop an Energy Utility Decision Matrix for the Development as well as the Police Station and Fire Station #1 Components. (v) As part of the development of the Preliminary Development Documents for each Component, the Company shall insure that the following milestones are addressed: d. Review of plans by City staff at 10% of final drawings; e. Building program development and approval by City staff, including Chief Building Official; f. Architectural rendering review and approval by the City Commission; g. For proposed Police Station site at High Ridge Road located in the Quantum Park Community Development District, Company shall also prepare preliminary stormwater design and calculations, and 30% architectural renderings and plans for review by the Quantum Park Community Development District; and h. For the Town Square Open Space, consideration shall be given to event space programming, place -making programming, and specific public information workshops to address open space development and use. t0°18'454.13°6-99°5263) 7 Page 82 of 109 (vi) As part of the development of the Guaranteed Maximum Price, Construction Contracts for each Component, and any lease/purchase agreement for the Development, the Company shall insure that there is an open book review of all costs, fees, and charges, the development of the fee schedule, operating cost schedule, and structure of lease/purchase agreement. All of these elements shall be subject to staff review and City Commission approval. E. Notice of Approvals. The City shall provide the Company with written notice of its approval of the Preliminary Development Documents for each Component of the Municipal Improvements, or any objections thereto within ten (10) days after the delivery thereof to the City before any further work under this Agreement shall proceed with respect to such Component. F. A Detailed Schedule of Deliverables to be provided by Company as part of the Phase 1 Services provided pursuant to this Agreement is included in Exhibit "D", which is attached hereto and incorporated herein by reference. G. Additional Financing Services which may be provided in Phase 1. As part of its Services, the Company, subject to approval of the City, will identify, source, manage and coordinate the full financing of the Municipal Improvements with the assistance of CFP, the Underwriter, the Issuer, and Dunlap & Associates, as financial advisor to the Company (the "Financial Advisor"). All such services shall be reimbursable under this Agreement in accordance with Exhibit "C". H. Agreement for Acquisition of the Property. During Phase 1, Company and City may negotiate and enter into an agreement for the purchase of each parcel of the Property required for the Municipal Improvements. In the event any purchase and sale agreements are entered into between City and Company, the parties shall negotiate the respective responsibilities and fees related to the development of the properties. Section 3.3. Fees; Payment of Expenses. A. Phase 1 Fee. The Company will perform the Phase 1 Services for a not to exceed amount of and 00/100 Dollars ($ ) (the "Phase 1 Fee"). The Phase 1 Fee will be full compensation for all Phase 1 Services performed by the Company. The Phase 1 Fee will be earned and payable, including any third party expenses incurred by the Company for the benefit of the Development, in accordance with the Detailed Fee Schedule for Phase 1 Services attached hereto as Exhibit "C", which is incorporated herein by reference. The total of the Phase 1 Fee shall not exceed the amounts set forth herein, unless the City requests additional Services and approves such additional Services in writing. The City Commission, contemporaneously with the approval of this Agreement, has, by the passage of Resolution No. of the City, budgeted, appropriated, and established a separate line item in the City budget to fund the Phase 1 Fees obligated pursuant to this Agreement for the Phase 1 Services and the High School Stabilization. City acknowledges that (0°187454.13°6-99°5263) 8 Page 83 of 109 Company is relying on this funding commitment by City to obligate financial commitments to members of the Development Team with full recourse to City for payment pursuant to the terms of this Agreement, no later than twenty (20) days after the City provides written notice to the Company of the City's determination to not proceed beyond Phase 1. The Phase 1 Fee shall include the $100,000 repayment of fees provided to City by Company on May 16, 2017 in support of City's consultant Stantec. B. High School Stabilization Fee. Straticon will perform the High School Stabilization Services, as defined herein, for a not to exceed amount of and 00/100 Dollars ($ ) (the "High School Stabilization Fee"). The High School Stabilization Fee will be full compensation for all High School Stabilization Services performed by Straticon pursuant to this Agreement. The High School Stabilization Fee will be earned and payable, including any third party expenses incurred by Straticon for the benefit of the Development, in accordance with the Detailed Fee Schedule for High School Stabilization Services included in Exhibit "C", which is attached hereto and incorporated herein by reference. The City will issue payment directly to Straticon for work performed for the High School Stabilization Services. C. Third Party Fees and Expenses. All fees charged for third party services (including, but not limited to, fees and expenses of CFP, the Architects, the Contractors, the Underwriter, the Issuer, the Financial Advisor, construction costs and legal fees), which are included in the Phase 1 Fee due to the Company, shall be charged by the vendors thereof at customary and usual rates and costs for similar services provided by competing vendors for similar projects in the Boynton Beach area, with a schedule and budget of such expenses, including the rate for the same provided in advance by the Company to the City. D. Payment of Invoiced for Services. The Company shall review any and all invoices for third party services and Third Party Advisors. The Company shall be responsible for determining that any such invoiced services have been duly performed and invoiced in accordance with the agreements for the provision of such third party services. Section 3.4. Contingencies to Future Phases. Company is authorized to proceed with the Phase 1 Services only, and the Company agrees that it is not authorized to proceed with any other work unless and until it receives a written notice to proceed from the City. As a part of the Phase 1 Services Company may suggest and develop more efficient and economical ways to complete the Development; provided, however, that any such modifications contemplated by this Agreement shall be subject to approval by the City Commission and shall otherwise comply with all legal requirements relating to the development of the Municipal Improvements. ARTICLE IV TERM Section 4.1. Term. This Agreement shall commence on the date hereof, and shall continue until the earlier of: (i) the completion of the Phase 1 Services and the payment of the Phase 1 Fee, or (0°187454.13°6-99°5263) 9 Page 84 of 109 (ii) the termination of this Agreement by either party as provided herein or by law. ARTICLE V NON-DISCRIMINATION; EQUAL EMPLOYMENT OPPORTUNITY Section 5.1. Company Shall Not Discriminate. In the performance of this Agreement, Company agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV - status against: A. Any employee of the City or any Company employee working with Company in any of Company's operations involving the Development; or B. Any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by Company. Company agrees to comply with and abide by all applicable federal, state and local laws relating to non-discrimination, including, without limitation, Title VI of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990. Section 5.2. Equal Employment Opportunity. Company further agrees not to discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status against any applicant for employment with Company. Further, Company agrees to take affirmative action to ensure that that the applicants are considered for employment and that employees are treated during employment without unlawful regard to such person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability or AIDS- or HIV -status. Such action shall include, without limitation, the following areas: employment, promotion, demotion, transfer or layoff, recruitment or recruitment compensation; and selection for training. Company agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. Further, Company agrees all solicitations or advertisements for employees placed by or on behalf of Company shall state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. Section 5.3. Service Providers/Subcontractors. Company shall incorporate by reference in all subcontracts and other agreements with persons engaged to provide services in connection with the Development the provisions of this Article and shall require all such subcontractors and service providers to comply with such provisions. Company's failure to comply with the obligations in this subsection shall constitute a material breach of this Agreement. {00187454.1306-9905263} 10 Page 85 of 109 ARTICLE VI INDEMNIFICATION Section 6.1. Duty to Indemnify the City Against Loss. Company agrees to protect, defend, indemnify and hold harmless the City, its elected officials and employees (collectively, the "Indemnified Parties") from and against all claims, actions, liabilities, losses (including, without limitation, economic losses) and costs, arising out of or related to a breach or default by Company of its obligations under this Agreement. The indemnification shall include any reasonable attorney's fees and paralegal expenses, and court costs incurred at both the trial and appellate levels. Section 6.2. Limit on Duty to Indemnify. Notwithstanding anything to the contrary herein, Company shall not be required to indemnify the Indemnified Parties to the extent of their fault for any loss that results from the negligence or breach of contract of any of the Indemnified Parties. ARTICLE VII INDEPENDENT CONTRACTOR STATUS Section 7.1. Independent Company Status. Company shall not be deemed an employee of the City. As such, the Company agrees that it shall not hold itself or any of its employees, subcontractors or agents to be an employee of the City. Further, the Company acknowledges and agrees that, as an independent contractor, neither the Company nor any of its employees shall be entitled to receive any benefits that employees of the City are entitled to receive, including, without limitation, workers' compensation coverage, unemployment compensation coverage, medical insurance, life insurance, paid vacations, paid holidays, sick leave, pension, or Social Security for any services rendered to the City under this Agreement. Section 7.2. No Withholding; Form 1099 Reporting. The Company understands and agrees that: A. The City will not withhold on behalf of the Company any sums for any federal, state or local income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body, and that the City will not make available to the Company any of the benefits afforded to employees of the City; B. All of such withholdings and benefits, if applicable, are the sole responsibility of Company; and C. Company will indemnify and hold the City harmless from any and all loss or liability arising with respect to any such withholdings and benefits. The parties agree that if the Internal Revenue Service questions or challenges Company's independent contractor status, both Company and the City shall have the right to participate in any discussion or negotiation with the Internal Revenue Service. Company acknowledges that all compensation paid to Company pursuant to this Agreement will be reported annually by the City to the Internal Revenue Service on Form 1099. {00187454.1306-9905263} 11 Page 86 of 109 ARTICLE VIII GOVERNING LAW; VENUE Section 8.1. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, excepting its conflict of law provisions. Venue for any litigation filed to enforce any right, obligation, or responsibility of either party under this Agreement shall be filed in the appropriate state or federal court located in Palm Beach County, Florida. ARTICLE IX RETENTION, ACCESS AND OWNERSHIP OF RECORDS Section 9.1. Florida Public Records Law. Pursuant Section 119.07, Fla. Stat., as may be amended from time to time, Company shall keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the Company's obligations pursuant to the terms of this Agreement. The Company agrees to comply with the following requirements: A. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. B. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Company does not transfer the records to the City. C. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Company or keep and maintain public records required by the City to perform the services required pursuant to this Agreement. If the Company transfers all public records to the City upon completion of the Agreement, Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Company keeps and maintains public records upon completion of the Agreement, the Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. D. Failure of the Company to abide by the terms of this provision shall be deemed a material breach of this Agreement. This provision shall survive any termination or expiration of this Agreement. E. IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE COMPANY, ITS OFFICERS, {00187454.1306-9905263} 12 Page 87 of 109 REPRESENTATIVES, AND EMPLOYEES MUST CONTACT THE CITY OF BOYNTON BEACH'S RECORDS CUSTODIAN AT 561-629-8585, PYLEJ@BBFL.US, OR 100 EAST BOYNTON BEACH BOULEVARD, BOYNTON BEACH, FL 33425. Section 9.2. Right to Audit; Access. At any time during normal business hours, upon receipt of reasonable notice and as often as the City may deem necessary, Company shall make all data, records, reports and all other materials relating to this Agreement available to the City for examination and copying. In addition, Company shall permit the City to audit, and shall cooperate fully in any such audit of, all invoices, materials, payrolls, work papers, personnel records and other data necessary to enable the City to verify the accuracy of Company's invoices for payment for the performance of the Services. Section 9.3. Ownership of records, work product, plans and program designs. Upon payment of all fees for Phase 1 Services provided by the City to the Company, any and all plans, designs, project drawings, notes, tables, graphs, reports, files, documents, records, disks, or other such material, regardless of form and whether finished or unfinished, (collectively, "Work Product") of Company or members of the Development Team shall be deemed owned by the City, treated as public records, and be delivered to the City on request by the City. Company or members of the Development Team waive any claim to confidentiality, proprietary status, or public record exemption with regard to any Work Product for the public improvements that are contemplated by this Agreement. The Company hereby further grants to City a non-exclusive license to use the Work Product for marketing purposes. ARTICLE X TERMINATION Section 10.1. Termination for Cause. The City and Company shall each have the right to terminate this Agreement for cause, effective immediately upon the giving of written notice to the other party of its intent to terminate and the reasons therefor. If the termination for cause is subsequently challenged in a court of law and if the challenging party prevails, the termination for cause shall be deemed to be a termination for convenience and shall be effective thirty (30) days from the date that the original written notice of termination for cause was given to the challenging party and no further notice shall be required. Section 10.2. Termination for Convenience. The City shall have the right to terminate this Agreement without cause by giving written notice to Company of its intent to terminate at least thirty (30) days prior to the date of termination. In the event the City elects to terminate for convenience, the City shall be obligated to pay Company only for those Services performed by Company under this Agreement up to and through the date of termination, consistent with the Phase 1 Fee as provided in Exhibit "C", plus all demobilization costs incurred by the Development Team, as agreed to by the City and the Company, including costs associated with any public records requirements, less any payments made to Straticon for the High School Stabilization Services performed pursuant to this Agreement, and the Company shall have no further liability or obligations to City under this Agreement. {00187454.1306-9905263} 13 Page 88 of 109 Section 10.3. Contract Off Ramp. The parties acknowledge that City's ability to successfully complete the Project may be significantly impacted if City elects to terminate Company's services at the conclusion of the Phase 1 Services, rather than proceeding to develop the Project, and certain design sub -consultants are not available to continue working on the Project. Consequently, Company hereby agrees that if City terminates the Agreement at the conclusion of the Phase 1 Services for cause or other reason acceptable to Company, such as funding not approved, or acts of God, City shall have the right to contract directly with such design sub -consultants for design -related services on this Project, and Company shall take such steps as are reasonably necessary to enable City to implement such relationship. Should City elect to terminate Company's services at the conclusion of the Phase I Services for convenience or without cause, Company will be offered an opportunity to negotiate with the City for a continued role as project manager for each successive Phase. If the Company and City cannot reach an agreement regarding future project management services within 45 days of the City's decision to proceed with another Phase, the negotiation shall be deemed concluded and the City will pay Company a separation fee of $350,000.00 of reasonably provable costs and expenses Company shall provide in any design sub -consultancy agreements that subject to the provisions of this Section 10.3, City shall have the right to negotiate directly with such design sub - consultants for the continuation of their services with respect to the Project, and that any provisions with respect to copyright or the ownership of instruments of service confirm such right of City. A. If the parties are unable to reach an agreement on Company's proposed contract price and/or leases as contemplated to be elements of the Phase 2 Services, pursuant to Section 3.2 of this Agreement, within the time limit proposed therein, then the proposed contract price shall be deemed withdrawn and of no effect. In such event, City and Company shall meet and confer as to how the Project will proceed, with City having the following options: i. City may declare Phase 1 Services completed and authorize Company to continue to advance the final design of the Project as an extension of Phase 1 or as an Additional Service, as applicable; or ii. City may terminate the relationship with Company and proceed to exercise its available options to perform the final design and construction with parties other than Company. B. If City fails to exercise either of its options under Section 10.3.A within ten (10) days of delivery to the City of the Preliminary Development Documents, Company may give written notice to City that it considers this Agreement completed. If City fails to exercise either of the options under Section 10.3 within ten (10) days of receipt of Company's notice, then this Agreement shall be deemed completed. t00187454.1306-9905263} 14 Page 89 of 109 Section 10.5. Survival of Certain Provisions. All representations and warranties and all responsibilities regarding record retention, access and ownership, cooperation with investigations, indemnification and payment for services rendered shall survive the termination of this Agreement and continue in full force and effect. ARTICLE XI INSURANCE During the Term of this Agreement, the Company shall, at all times, maintain (a) adequate worker's compensation and unemployment insurance coverage for its employees, if applicable, in accordance with state law and (b) comprehensive general liability insurance in amounts not less than $1,000,000 per occurrence. Company's general liability insurance shall name the City as an additional insured and shall provide that any such policy will not be subject to cancellation or change except after at least thirty (30) days' prior written notice to the City. The policies or duly executed certificates for the same, together with satisfactory evidence of the payment of the premium thereon, shall be provided to the City, and upon renewals of such policies, not less than thirty (30) days prior to the expiration of the term of such policies. ARTICLE XII NOTICE Section 12.1. Notice Addresses. Any notice, demand, communication or request required or permitted hereunder shall be in writing and delivered in person or by certified mail, return receipt requested as follows: A. in the case of the City, addressed to or delivered personally to the City of Boynton Beach, at 100 East Boynton Beach Boulevard, Boynton Beach, Florida 33425-0310, Attention: City Manager with a copy to James A. Cherof, City Attorney, 100 East Boynton Beach Boulevard, Boynton Beach, Florida 33425-0310; and B. in the case of the Company, addressed to or delivered personally to the Company at E2L Real Estate Solutions, LLC, 1400 W. Fairbanks Ave., Suite 201, Winter Park, Florida 32789, Attention Mark Hefferin, President; with a copy to Jeff Bahnsen, Esq., 433 W. Plaza Real 2, Boca Raton, Florida 33432. Section 12.2. Notice Effective Dates. Notices shall be effective when received by each of the above -referenced individuals at the addresses specified above. Each party shall be responsible for notifying the other in writing of any changes in the respective addresses set forth above. Section 12.3. Routine Communications. Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of the City and the Company. {00187454.1306-9905263} 15 Page 90 of 109 ARTICLE XIII GENERAL PROVISIONS Section 13.1. No Assignment Without Consent. This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party. Section 13.2. Conflict of Interest. Company agrees to decline any offer of work, whether as an independent contractor or employee, if such work would: A. Affect Company's independent professional judgment with respect to its performance of the Services; or B. In any way interfere with Company's ability to discharge any of its obligations under this Agreement. The initial determination of whether any offer of work would present such a conflict of interest shall rest with Company. However, Company shall be obligated to notify the City and provide full disclosure as to any possible adverse effects of such work as it relates to Company's independent professional judgment or the discharge of any of its obligations under this Agreement. Final decision as to whether any such work proposes a prohibited conflict of interest shall rest with the City. Section 13.3. Compliance with Laws; Duty to Notify of Wrongdoing; Cooperation with Investigations. In performing the Services, Company shall, at its own expense, comply with all applicable federal, state and local laws, regulations and codes. Company shall be obligated to immediately notify the City of any notice or allegation of wrongdoing or of any material third -party complaint relating to this Agreement. Upon request of the City, the Company shall fully cooperate in any investigation by furnishing any documents, records or other testimonial evidence pertinent to such investigation. Section 13.4. Nonwaiver. The failure of either party to insist upon strict compliance with any provision of this Agreement, to enforce any right or to seek any remedy upon discovery of any default or breach of the other party at such time as the initial discovery of the existence of such noncompliance, right, default or breach shall not affect, nor constitute a waiver of, any party's right to insist upon such compliance, exercise such right or seek such remedy with respect to that default or breach or any prior, contemporaneous or subsequent default or breach. Section 13.5. Severability. The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction finds any provision to be unenforceable as written, the parties intend and desire that the court will reform the provision so that it is enforceable to the maximum extent permitted by law. If, however, the court finds such provision to be illegal and not subject to reformation, such provision shall be fully severable. In such event, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision was never a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect. Section 13.6. Schedules and Exhibits. All Schedules and Exhibits attached hereto shall be and hereby are incorporated into this Agreement as if fully rewritten herein. {00187454.1306-9905263} 16 Page 91 of 109 Section 13.7. Rules of Construction. The headings and captions of this Agreement are provided for convenience only and are not intended to have effect in the construction or interpretation of this Agreement. Whenever herein the singular number is used, the same shall include the plural, where appropriate, and neutral words and words of any gender shall include the neutral and other gender, where appropriate. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved in favor of or against the City or Company on the basis of which party drafted the uncertain or ambiguous language. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto. Section 13.8. Amendment. No amendment of or modification to this Agreement shall be valid unless and until executed in writing by the duly authorized representatives of both parties to this Agreement. Section 13.9. No Third -Party Beneficiaries. This Agreement is entered into for the exclusive benefit of the Company, the Development Manager and the City, and the Company and the City expressly disclaim any intent to benefit anyone not a party hereto, other than the Development Manager. Section 13.10. Time is of the Essence. The City and the Company each acknowledge and agree that time is of the essence in the performance of this Agreement. Section 13.11. Non -Exclusive. This Agreement shall be non-exclusive. Accordingly, subject to Section 2 of this Article XIII, Company shall be free to provide services to other clients, and City shall be free to engage the services of other contractors unrelated to the Development. Section 13.12. Prohibition Against Financial Interest in Agreement. No elected official or employee of City shall have a financial interest, direct or indirect, in this Agreement. For purposes of this Section, a financial interest held by the spouse, child or parent of any elected official or employee of City shall be deemed to be a financial interest of such elected official or employee of City. Section 13.13. Remedies Cumulative. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to a party. Rather, each remedy shall be deemed distinct, separate and cumulative and each may be exercised from time to time as often as the occasion may arise or as may be deemed expedient. Section 13.14. Complete Agreement. Company specifically acknowledges that in entering into and accepting this Agreement, Company relies solely upon the representations and agreements contained in this Agreement and no others. This Agreement supersedes and replaces any and all prior agreements, negotiations and discussions between the parties hereto with regard to the terms, obligations and conditions herein. t00187454.1306-9905263} 17 Page 92 of 109 Section 13.15. Representatives Not Individually Liable. No member, official, or employee of either party shall be personally liable to the other party, or any successor in interest, in the event of any default or breach or on any obligations under the terms of the Agreement. Section 13.16. Disclaimer of Relationships. The City and the Company acknowledge that nothing contained in this Agreement nor any act by the City or the Company shall be deemed or construed by any of them or by any third person to create any relationship of principal and agent, limited or general partner, or joint venture between or among the City, the Company and/or any third party. Section 13.17. Original Copy. One original of this Agreement will be executed and maintained by the City Clerk of the City. The City Clerk will provide a certified copy to the Company. t00187454.1306-9905263} 18 Page 93 of 109 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and the Company has caused this Agreement to be duly executed in its name and behalf on the dates set forth below. I:• Judith Pyle, CMC City Clerk (Seal) APPROVED AS TO FORM AND LEGAL SUFFICIENCY James A. Cherof City Attorney CITY OF BOYNTON BEACH, FLORIDA CITY OF BOYNTON BEACH I� STEVEN B. GRANT, MAYOR ATTEST: t00187454.1306-9905263} 19 Page 94 of 109 EM REAL ESTATE SOLUTIONS, LLC 3 Name Its Date: t0°18'454.13°6-99°5263) 20 Page 95 of 109 EXHIBIT A Preliminary Project Site Plan (00187454.1306-9905263) Page 96 of 109 EXHIBIT B PRE -DEVELOPMENT SCHEDULE (00187454.1306-9905263) Page 97 of 109 EXHIBIT B Pre -Development Schedules A. City Hall Component Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract B. Police Station Component Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract C. Fire Station Component Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract D. Parking Garage COMDonent Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract E. Park and Public Spaces Station Component Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract F. Infrastructure Component Schedule [Date] Workshop No. 1 [Date] Workshop No. 2 [Date] Conceptual Design Plans [Date] 30% Plans and Specifications Documents [Date] Guaranteed Maximum Price Construction Contract (00187454.1306-9905263) Page 98 of 109 EXHIBIT C DETAILED FEE SCHEDULE FOR PHASE 1 SERVICES AND HIGH SCHOOL STABILIZATION SERVICES (00187454.1306-9905263) Page 99 of 109 EXHIBIT D DETAILED SCHEDULE OF PHASE 1 DELIVERABLES CITY AND COMPANY WILL FINALIZE THIS SCHEDULE WITHIN TEN (10) DAYS OF SIGNATURE OF THIS AGREEMENT BY BOTH PARTIES (00187454.1306-9905263) Page 100 of 109 Exhibit 1 rl W ix Q D v z 3 O ix O LL z a J Q. ix LU 0 Q i 0 LU W O Q. O ix Q. 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C7 - v �, o o v o o v> v v l� _ 2 U _ U D o ¢ O '^ j O p l 0 rn O p p 0 0 '^ C7r U U roi roi rn O O O p O O10 e o m m z M n n N M M 1� n� m m m m m m m I n"� n �r a a a a a a a a a a a a a a a a a a a a a a Exhibit 3 Page 105 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet I. Development Costs Amount Per GSF (Building) %Category Comment Land -Police and Fire parcel offsite, remaining acre in town square for public 7 acres with 9 acres to be converted to private (verify with alta N/A City currently owns/sale option under bonds to be considered for cashflow survey) Adjoining property purchase of existing condos N/A Land Closing real estate commissions and Carry Cost Phase II Traffic Study Phase II Appraisal Phase II Title Insurance Phase II Environmental (Phase 1) Survey ALTA at Acquisition (post construction) Legal Fees - Contact (Byrd Campbell) Jeff Bahnson Legal Fees - Zoning (Michael Weiner) Palm County and City Transfer Tax Real Estate Tax Carry Lender Financing Fee Lender Architect / Inspections Lease Commission brokers Guarantor Fee Other Closing Costs Other Contingency Subtotal II. Soft Costs Architect & Engineering - Structural (A/1/S/M/E/P) Added Services (A&E) -Allowance to GMP Security / Blast (Hinman) Civil Landscape Brownfield services-Cardno Soil Surveys, Geotech, & Environmental -GFA Public Relations Firm Partnering / Conf Fees & Costs Road Bonds Site & Building Permits Water & Sewer / Utility Impact Fees Construction Photo Documentation Insurance Reimbursable / Printing Legal and Bond Project Management Fees -Best & Flaggan Soft Cost Contingency Subtotal Phase II Phase II $54,000 $25,000 Phase II Phase II Phase II Phase II Phase II Phase II Phase II Phase II $79.000 Confirm with Boynton Beach Confirm with Boynton Beach May need secondary for land closings Estimate City will address all related work necessary to prepare and address plan for remediation Estimate 115 hours plus travel Estimate for master plan submission during phase I council hearings Estimate to be confirmed for private development Same as transfer tax above With CFP services and fees below Est. - 24 inspec at $1.5K each -confirm with Dick Ward Costs for E2L services related to real estate services verify with Dick Ward on equity Partner pursuit expenses Estimate Amount -' --' % Category Comment (Building) Phase II With each building costs below Phase II specialty design services? N/A N/A estimate to be validated with Kimley Phase II Horn -Carried with Baker Barrios in Master Plan Haskell D/B costs below N/A City to handle services through CRA N/A Boynton Beach to provide as needed for Phase I services Merchant Strategies/LDG-see Y1 $50,000 proposal provided with City concurrence set 6.8.17 call $30,000 2 meetings at $15k each Phase II confirm with City/State if required Phase II Estimate -Negotiate with City to reduce for overall development Phase II By City of Boynton Beach Vaktare-Complete record $10,000 documentation of existing conditions for archives Contract coverages at $1 MM $12,000 occurrence plus, Builders risk to be determine. $10,000 Allowance to cover Phase I deliverables -use electronic April,18th award to 5 month services $175,000 for Phase I with Community Facilities Partners. Phase 11 to be negotiated upon definition of Phase 11 scope $287,000 Page 106 of 109 Phase I Development Services E2L Real Estate Solutions, LLC (Attachment B) Boynton Beach Town Square Public Sector -25 or 30 year term lease Site Area: 16.0000 Acres (estimated on 1647 parking spaces) Building Area: 960,000 Gross Square Feet (pending final program) Rentable Square Feet Net Usable Square Feet Per GSF III. Construction Period Costs Amount (Building) % Category Comment Police Building (70,000 SF) $587,308 HJHIgh and ADG-see scope and proposal letter Fire Station $275,180 HJHIgh and ADG-see scope and proposal letter City Hall (50,000 SF) $840,091 Confirm with Haskell and Baker Library Renovations w/City Hall above determine scope of work, ADA and structural adjustments to accommodate City Hall Parking garages 8B 340 cars using $15,000 Per Space $150,000 Finfrock to complete as design build offering-foundation design to be conservative with no soil borings available Building demolitions for Police, Fire, Garage, City Hall, Civic Center Phase II Work to be completed in phases as priced and scheduled by D.H Griffin Site Infrastructure Improvements w/City Hall above Haskell and Kimley Horn to establish budget to address roads, hardscape, landscape and park areas-City to handle all utilities to the buildings with parameter roads Historical High School renovations $1,500,000 Look at secondary Bond issuance for project if needed by Straticon, to be paid direct with CRA funding Dunlap and Associates on Financial pro-forma for bonds, revenues $45,000 5 months services to be validated with City Financial consultant based on conference call 6.8.17 Partnership Trailer Phase II assume 30 months on site Quality Control Trailer Phase II Co-locate if reasonable Preconstruciton Management services by E2L $75,000 30 % to concur with Phase I services, City consultant for Phase I services (Stantec) $100,000 Prepaid with award notice Development Fee $235,000 Phase I at 5 months/$47,000 month with off ramp fee per contract if Phase II not elected to proceed. Original equity fee for Phase I services $45,000 1.5% of Phase I cost Subtotal $3,852,579 IV. Interest (at 5.00% per annum compounded monthly) Item at Coverage Months To shell completion: Dev. Costs (1) 100% 12 $4,042 Soft costs (11) 100% 12 $14,683 Construction Period Costs (111) 65% 12 $128,118 After shell completion : Carry on all costs to date during i. Average Vacancy 100% 0 $0 ii. Average Rent Abatement 100% 0 $0 0 Interest on Tenant Improvements, Leasing Commissions & Space 50% 0 $0 Planning Subtotal $146,844 $0.00 3.4% Total Development Cost $4,365,423 $0.00 Page 107 of 109 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: None EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: REVIEWERS: Department City Clerk 6.A. CONSENTAGENDA 6/12/2017 Reviewer Action Date Pyle, Judith Approved 6/9/2017 ® 4:52 PM Page 108 of 109 CITY OF BOYNTON BEACH AGENDA ITEM REQUEST FORM COMMISSION MEETING DATE: 6/12/2017 REQUESTED ACTION BY COMMISSION: None EXPLANATION OF REQUEST: HOW WILL THIS AFFECT CITY PROGRAMS OR SERVICES? FISCAL IMPACT: ALTERNATIVES: STRATEGIC PLAN: STRATEGIC PLAN APPLICATION: CLIMATE ACTION: CLIMATE ACTION DISCUSSION: Is this a grant? Grant Amount: REVIEWERS: Department City Clerk 9.A. PUBLIC HEARING 6/12/2017 Reviewer Action Date Pyle, Judith Approved 6/9/2017 ® 4:52 P Page 109 of 109