R22-0611
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RESOLUTION R22- 061
A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE
CONSENT AND FUNDING AGREEMENT FROM THE LENDER, T.D.
BANK, FOR THE WELLS LANDING APARTMENTS, LLC. AFFORDABLE
HOUSING PROJECT, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY'S OFFICE AND ANY AND ALL OTHER DOCUMENTS
NECESSARY TO EFFECTUATE THIS TRANSACTION; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, on November 4, 2020 the City Commission approved the North and
South Project Site Plan Applications of Wells Landing Apartments, LLC., for an affordable
housing and commercial development on Martin Luther King Blvd; and
WHEREAS, The Consent and Funding Agreement references two (2) grants from the
City for the affordable housing project, one for reimbursable grant funding through an
Interlocal Agreement with the CRA, and the ARPA subrecipient grant for increased
construction costs; and
WHEREAS, this agreement which has been reviewed and approved by legal counsel
for all parties, which includes the City Attorney, also requires the approval of the City
Commission and signature by the Mayor; and
WHEREAS, the City Commission deems it to be in the best interest of the citizens and
residents to approve and authorize the Mayor to sign the Consent and Funding Agreement
from the lender, T.D. Bank, for the Wells Landing Apartments, LLC. Affordable Housing
Project, in a form acceptable to the City Attorney's Office and any and all other documents
necessary to effectuate this transaction.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA, THAT:
29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption
31 hereof.
32 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby
33 approve and authorize the Mayor to sign the Consent and Funding Agreement from the
(00506138.1 306-9905603)S:1CA1RES01AgreementslConsent and Funding Agreement with Wells Landing - Reso.doex
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34 lender, T.D. Bank, for the Wells Landing Apartments, LLC. Affordable Housing Project, and any
35 and all other documents necessary to effectuate this transaction in a final form acceptable to
36 the City Attorney, a copy of the Consent and Funding Agreement is attached hereto as
37 Exhibit "A".
38 Section 3. This Resolution will become effective immediately upon passage.
39 PASSED AND ADOPTED this 19th day of April, 2022.
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CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor — Ty Penserga
Vice -Mayor —Angela Cruz
Commissioner — Woodrow L. Hay ✓
Commissioner — Thomas Turkin
Commissioner
.ingo <eq eq ✓
VOTE S -o
ATTEST:
CrXtal Gibson, MMC
City Clerk
(Corporate Seal)
{oo506138.1 306-99os6o3}S:\CA\RESO\Agreements\Consent and Funding Agreement with Wells Landing - Reso.docx
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CONSENT AND FUNDING AGREEMENT
Lender: TD BANK, N.A.
BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
City: CITY OF BOYNTON BEACH, a political
subdivision of the State of Florida, a public
agency created pursuant to Chapter 163, Part III
of the Florida Statutes
Borrower: WELLS LANDING APARTMENTS LLC, a
Florida limited liability company
Project: Construction and development of a 124 -unit
affordable multifamily project, plus commercial
space, amenities and parking (the "Project").
Project Site: N. Seacrest Boulevard and Martin Luther King
Boulevard, Boynton Beach, Florida 33435
Date:
April 4, 2022
RECITALS
A. Lender and Borrower have entered into a Construction Loan Agreement dated of
even date herewith (the "Loan Agreement"), pursuant to which the Lender has agreed to
advance a construction loan to Borrower up to $10,685,000.00, which may convert into a
permanent loan and increase to $11,800,000.00 (the "Loan") for construction of the Project upon
the Project Site all in accordance with the Loan Documents (as such term is defined in the Loan
Agreement).
B. CRA and Borrower have entered into that certain (i) Purchase and Development
Agreement dated September 16, 2019, as amended by that certain Addendum to Contract dated
October 30, 2019, as further amended by that certain Purchase and Development Agreement
Second Amendment dated July 1, 2020 (collectively, the "P&D Agreement"), (ii) that certain
Development Agreement dated February 8, 2022 (the "CRA 2022 Development Agreement"),
and (iii) that certain Second Development Agreement dated February 8, 2022 (the "Second CRA
Development Agreement") which provide, among other things, that the CRA shall, subject to
terms and conditions therein, provide Borrower certain incentives for Borrower's development of
the Project, including (a) reimbursement to Borrower in the amount of $2,025,815, (b)
reimbursement to Borrower in the amount of $433,008.45, and (c) credit to Borrower in the
amount of $100,000 against the purchase price for the acquisition of the Additional Parcel (as
such term is defined in the P&D Agreement), it being acknowledged and agreed that with respect
to subparagraph (c), such funds have already been disbursed to the Borrower (each individually,
a "CRA Development Agreement", and collectively, the "CRA Development Agreements").
{00506099.1 306-9905603}
C. CRA and Borrower have entered into that certain Tax Increment Revenue Funding
Agreement dated February 8, 2022 (the "TIF Agreement") which provides, subject to terms and
conditions therein, that the CRA shall provide Borrower a refund of 100% of Tax Increment
Revenues attributed to the Project actually received by the CRA in an amount not to exceed
$1,638,280.00 (the "TIF Refund") and together with the CRA Development Agreements, the
"CRA Funding."
D. City and Borrower have entered into that certain Grant Recipient Agreement
dated , 2022 by and between the City and Borrower (the "City Grant Document") , which
provides, among other things, that the City will provide Borrower a grant in the amount of
$625,750.00 for development of the Project Site in accordance with the City Grant Document
("City Grant").
E. City and Borrower have entered into that certain ARPA Subrecipient Agreement dated
2022 by and between City and Borrower (the "City ARPA Agreement"), which
provides, among other things, that the City will provide Borrower a grant in the amount of
$500,000 in accordance with the City ABPA Agreement (together with the City Grant, the "City
Grant Accommodations"),
F. Borrower shall deposit proceeds of the City Grant, and the CRA Development
Agreements into an account established by the Borrower with Lender (the "Economic Incentive
Account") for the construction of the Project upon the Project Site.
G. Borrower shall deposit proceeds of the TIF Refund, into the Borrower's operating
account with Lender as additional collateral for the First Mortgage Loan.
H. Pursuant to the Loan Documents, to the extent assignable and subject to
applicable law, Borrower has collaterally assigned to the Lender all of its right, title and interest
in and to the P&D Agreement, the CRA 2022 Development Agreement, the Second CRA
Development Agreement, the TIF Agreement, the City Grant Document, and the City ARPA
Agreement, including, but not limited to, Borrower's right to receive the CRA Funding and the
City Financial Accommodations, subject to the terms and conditions of the P&D Agreement, the
CRA 2022 Development Agreement, the Second CRA Development Agreement, the TIF
Agreement, the City Grant Document, and the City ARPA Agreement.
1. The following terms and conditions shall govern the manner in which Lender,
CRA and the City, if applicable, shall disburse sums to Borrower through the Lender in
accordance with the Loan Agreement, the CRA 2022 Development Agreement, the Second CRA
Development Agreement, the TIF Agreement, the City Grant Document, the City ARPA
Agreement and this Consent and Funding Agreement.
J. All terms capitalized but not defined in this Consent and Funding Agreement shall
have the meanings ascribed to such terms in the Loan Agreement.
K. Nothing in this Agreement shall require the CRA or City to advance funds not
otherwise in compliance with the CRA Development Agreements, TIF Agreement, City Grant
Document or City ARPA Agreement.
{00506099.1 306-9905603} 2
AGREEMENTS
In consideration of the foregoing Recitals and the mutual agreements set forth herein,
Lender, CRA, City and Borrower agree as follows:
1. Borrower shall deposit the proceeds from the CRA Development
Agreements, and the City Grant Accommodations into the Economic Incentive Account upon
receipt. Borrower shall deposit the TIF Refund into Borrower's operating account with Lender
upon receipt. Except as set forth in the Loan Agreement, Borrower shall apply the proceeds from
the CRA Development Agreements, and the City Grant toward Project costs, in accordance with
the applicable agreement, prior to disbursement of any Loan proceeds hereunder.
2. The Project Budget is attached hereto as Exhibit "A" which includes an
itemized list of estimated costs.
3. Whenever Borrower desires to obtain an advance or reimbursement of
such proceeds, Borrower shall comply with all terms and conditions of the applicable documents
evidencing the CRA Development Agreements and the City Grant Accommodations.
4. If Lender has not received any notice from CRA or the City that any
default exists under the CRA 2022 Development Agreement, the Second CRA Development
Agreement, the City Grant Document or the City ARPA Agreement, or other documents
executed in favor of the City with respect to the City Financial Accommodations, or the CRA
with respect to the CRA Funding, the Lender shall disburse the Loan, the CRA Development
Agreements, and the City Grant Accommodations as applicable, in accordance with the Loan
Agreement,
5. Borrower shall be responsible for making inspections of the Project during
the course of construction and shall determine to its own satisfaction that the work done or
materials supplied by the contractors to whom payment is to be made out of each advance has
been properly done or supplied in accordance with applicable contracts with such Contractors.
The CRA, the City, and Lender shall have the right but not the obligation to conduct any
inspections of the Project.
6. Each of the CRA and City acknowledges and consents to the collateral
assignment, to the extent assignable and subject to applicable law, of Borrower's right, title and
interest under the CRA Development Agreement, the Second CRA Development Agreement, the
P&D Agreement, the TIF Agreement, the City Grant Document and the City ARPA Agreement,
subject to any limitations of assignability expressed therein, which rights include but are not
limited to the right to receive payment of the CRA Development Agreements, the TIF Refund
and the City Grant. Upon the occurrence and during the continuance of an Event of Default
under the Loan Documents, Lender shall have the right, but not the obligation, to perform the
obligations and conditions of Borrower under the CRA 2022 Development Agreement, the CRA
Second Development Agreement, the P&D Agreement, the TIF Agreement, the City Grant
Document and the City ARPA Agreement. The CRA and the City agree to provide Lender
notice, at the Lender's address set forth herein, if there is any default known to the CRA or the
City under the CRA 2022 Development Agreement, the Second CRA Development Agreement,
{00506099.1 306-9905603) 3
the P&D Agreement, the TIF Agreement, the City ARPA Agreement and the City Grant
Document.
7. It is expressly understood and agreed that neither Lender, nor CRA, nor
the City assumes any liability or responsibility for the satisfactory completion of the Project, for
the adequacy of funds deposited with, disbursed by or advanced by any of them pursuant hereto
to complete the Project, for inspections during construction, or for any other acts on the part of
Borrower or any of its contractors to be performed in the construction of the Project.
8. This Consent and Funding Agreement shall be governed by and construed
in accordance with the internal laws of the State of Florida.
9. This Consent and Funding Agreement may be amended only by a written
amendment signed by Lender, CRA, City, and Borrower.
10. Lender does not certify or insure that (a) Borrower has satisfied the
requirements for funding or disbursement to Borrower under the CRA 2022 Development
Agreement, the Second CRA Development Agreement, the P&D Agreement, the TIF
Agreement, the City ARPA Agreement or the City Grant Document, (b) the Project will be
completed, (c) that the Project, when completed, will have been built in accordance with plans
and specifications, or (d) that sufficient funds will be available for completion of the Project.
Beyond the exercise of reasonable care in the custody thereof, Lender shall have no duty as to
any account collateral (including, but not limited to the Economic Incentive Account) in its
possession or control as agent therefor or bailee thereof or any income thereon or the
preservation of rights against any person or otherwise with respect thereto. In no event shall
Lender be liable either directly or indirectly for losses or delays arising out of the acts or
omissions of any third parties, including, but not limited to, various communication services,
courier services, the Federal Reserve System, any other bank or any third party who may be
affected by funds transactions or from any event which may be the basis of an excusable delay,
interruption of communication facilities, fire, mechanical, computer or electrical failures or other
unforeseen contingencies, strikes or any similar or dissimilar cause beyond the reasonable
control of Lender or for indirect, special or consequential damages. Lender shall be responsible
for the performance only of such duties with respect to the account collateral as are specifically
set forth in this paragraph and no other duty shall be implied from any provision hereof. Lender
shall not be under any obligation or duty to perform any act with respect to the account collateral
which would cause it to incur any expense or liability or to institute or defend any suit in respect
hereof, or to advance any of its own monies. Borrower shall indemnify and hold Lender, its
employees and officers harmless from and against any actual loss, cost or damage (including,
without limitation, attorneys' fees and disbursements) incurred by Lender in connection with the
transactions contemplated hereby with respect to the account collateral, except as such may be
caused by the gross negligence or willful misconduct of Lender, as determined by a court of
competent jurisdiction by final and nonappealable judgment. Lender shall be protected in acting
upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other
paper, document or signature believed by it in good faith to be genuine, and, in so acting, it may
be assumed that any person purporting to give any of the foregoing in connection with the
provisions hereof has been duly authorized to do so.
{00506099.1 306-9905603} 4
11. All parties to this Agreement acknowledge that no interest will be paid to
thein on any funds while held by Lender pursuant to this Agreement. All parties to this
Agreement acknowledge that, in addition to the fees payable to Lender for its services, Lender
may receive ancillary benefits from the use of the funds while held in escrow.
12. This Agreement is not intended by any of the undersigned to give any
benefits, rights, privileges, actions or remedies to any person, partnership, firm or entity — other
than the CRA, City, Lender, and Borrower — as a third party beneficiary or otherwise under any
theory of law.
13. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts and each such counterpart shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same
Agreement. Receipt of an executed signature page to this Agreement by facsimile or other
electronic transmission shall constitute effective delivery thereof.
14. All notices, demands, designations, certificates, requests, offers, consents,
approvals, appointments and other instruments given pursuant to this Agreement (collectively
called "Notices") shall be in writing and given by (a) hand delivery or (b) recognized express
overnight delivery service and shall be deemed to have been delivered upon (i) receipt, if
hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, or,
if delivery is refused, the date on which the delivery is refused. Notices shall be provided to the
parties and addresses specified below:
If to Lender: TD BANK, N.A.
21845 Powerline Road, Second Floor
Boca Raton, Florida 33433
Attention: Mario Facella
with a copy to: Stearns Weaver Miller Weissler
Alhadeff and Sitterson, P.A.
150 West Flagler Street
Suite 2200
Miami, FL 33130
Attention: Barbara J. Ferrer, Esq.
If to Borrower: WELLS LANDING APARTMENTS LLC
7735 NW 146th Street, Suite 306
Miami Lakes, Florida 33016
Attention: Lewis Swezy
{00506099,1 306-9905603} 5
with a copy to: Nelson Mullins Riley & Scarborough LLP
390 North Orange Avenue, Suite 1400
Orlando, Florida 32801
Attention: Randal M. Alligood, Esq.
If to CRA: BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
100 E. Ocean Avenue
Boynton Beach, Florida 33435
Attention: Thuy Shutt, CRA Executive Director
With a copy to: Lewis, Longman & Walker, PA
Attn: Tara Duhy
360 S. Rosemary Avenue, Suite 1100
West Palm Beach, FL 33401
If to City: CITY OF BOYNTON BEACH
P.O. Box 310
Boynton Beach, FL 33425
Attention: Lori Laverriere, City Manager
{00506099.1 306-9905603} 6
IN WITNESS WHEREOF, the parties hereto have entered into this Consent and Funding
Agreement as of the date fiust set forth above.
LENDER:
TD BANK, N.A.
By:
Mario Faoella, Senior Lender
CRA:
BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
By. t �
Name: Tr
Title: Ch
CITY:
CITY OF BOYNTON BEACH
By, f �
Name: ga
Title: May
City Attorney's Office
Approved as to form and .legality
By:
i
A*sf.:
S+A(Gti`{,sol� rnrnc� Cr C
100506099.1 506-990560]} 7
BORROWER:
WELLS LANDING APARTMENTS LLC, a
Florida limited liability company
By: Wells Landing Manager, LLC, a Florida
limited liability company, its manager
By:_
Lewis Swezy, Manager
EXHIBIT "A"
PROJECT BUDGET
Wells Landing Apartments
City of Boynton Beach
Development Sources and Uses
SOURCES
First Mortgage - Permanent
First Mortgage (subject to stabilization)
Tax Credit Equity
City Grant
City Grant
CRA Subsidy funding
CRA Subsidy funding
TIRFA Funding
Deferred Developer Fee
Total Sources $35,332919
USES
Total Construction Costs
Total General Development Costs
Total Financial Costs
Total Developer Fee
Land Cost - net
Total Uses of Funds
100506099.1 306-99056031
410200479 vll
N.
Sources
$10,685,000
$1,115,000
$16,335,000
$625,750
$500,000
$433,000
$2,025,815
$1,638,280
$1,975,074
Uses
$24,925,277
$4,092,259
$503,638
$4,536,745
$1,275,000
$35.332,919
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RESOLUTION R21-166
A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE ARPA
SUBRECIPIENT AGREEMENT, IN A FINAL FORM ACCEPTABLE TO THE
CITY ATTORNEY, BETWEEN THE CITY OF BOYNTON BEACH AND
WELLS LANDING, LLC., IN THE AMOUNT OF $500,000.00 FOR THE USE
OF AMERICAN RESCUE PLAN ACT (ARPA) FUNDS TO COVER THE
INCREASED CONSTRUCTION COSTS DUE TO THE COVID-19
PANDEMIC.; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, November 4, 2020 the City Commission approved the North and South
Project Site Plan Applications of Wells Landing, LLC., for an affordable housing and commercial
development on Martin Luther King Blvd; and
WHEREAS, Wells Landing, LLC., has identified a shortfall of approximately $4.9 Million
due to the rise in construction costs (20-30%) and the State's reduction in rent as a result of
the pandemic which decreased Wells Landing's ability to secure approximately $1 Million in
loan for the project; and
WHEREAS, the project is currently in the City for building permit review and permit
issuance is expected very soon, therefore, if the shortfall can be filled, Wells Landing has
committed to delivering the project in 12 months; and
WHEREAS, the City Commission deems it to be in the best interest of the citizens and
residents to approve and authorize the Mayor to sign the ARPA Subrecipient Agreement, in a
final form acceptable to the City Attorney, between the City of Boynton Beach and Wells
Landing, LLC., in the amount of $500,000.00 for the use of American Rescue Plan Act (ARPA)
funds to cover the increased construction costs due to the COVID-19 pandemic.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA, THAT:
S:\CAIRESO\.4greements\GrantslARPA SubRecipient Agreement with Centennial - Reso.doex
29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption
31 hereof.
32 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby
33 authorize the Mayor to sign the ARPA Subrecipient Agreement between the City of Boynton
34 Beach and Wells Landing, LLC., in the amount of $500,000.00 for the use of American Rescue
35 Plan Act (ARPA) funds to cover the increased construction costs due to the COVID-19
36 pandemic., a copy of the Agreement in a final form acceptable to the City Attorney is attached
37 hereto as Exhibit "A"
38 Section 3. This Resolution will become effective immediately upon passage
39 PASSED AND ADOPTED this 30th day of November, 2021.
40
CITY OF BOYNTON BEACH, FLORIDA
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YES NO
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Mayor — Steven B. Grant
✓�
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Vice Mayor —Woodrow L. Hay
✓
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Commissioner —Justin Katz
t✓
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Commissioner —Christina L. Romelus
✓
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Commissioner — Ty Penserga
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VOTE"'
54 ATTEST;55
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57 Cristal Gibson, MMC
58 City Clerk
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60 (Corporate Seal)
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RESOLUTION NO. R19-101
A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN
INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND THE BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY TO PROVIDE FINANCIAL SUPPORT
TO WELLS LANDING, LLC IN ASSOCIATION WITH THEIR
APPLICATION FOR THE 9% TAX CREDIT FOR LOW INCOME
HOUSING TAX CREDITS AND SIGN ANY RELATED
APPLICATION DOCUMENTS TO CONFIRM SUCH SUPPORT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, On September 10, 2019, the Boynton Beach Community Redevelopment
Agency (CRA) Board approved an Interlocal Agreement with the City of Boynton Beach for
funding of the Local Government Contribution match of $625,750 in connection with Wells
Landing LLC project in connection with their application for 9% Low Income Housing Tax
Credit Program; and
WHEREAS, the application requires the Local Government, which is the City of
Boynton Beach, to verify the contribution amount of $625,750 as part of Wells Landing, LLC
(Centennial Management Corporation) application submission; and
WHEREAS, the Interlocal Agreement that is being recommended provides for the
financial support to be paid by the Boynton Beach Community Redevelopment Agency which
contribution is dependent upon Centennial Management Corporation's 9% LIHTC Program
application being successful; and
WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
recommendation of staff, deems it to be in the best interests of the City residents to approve and
authorize the Mayor to sign an Interlocal Agreement with the Boynton Beach Community
Redevelopment Agency to provide financial support to the Wells Landing, LLC in association
with their application for the 9% tax credit for Low Income Housing Tax Credits and sign any
related application documents to confirm such support.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1. Each Whereas clause set forth above is true and correct and incorporated
herein by this reference.
Section 2. The City Commission of the City of Boynton Beach, Florida does hereby
approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton
Beach and the Boynton Beach Community Redevelopment Agency to provide financial support
to the Wells Landing, LLC in association with their application for the 9% tax credit for Low
Income Housing Tax Credits and sign any related application documents to confirm such
support, a copy of said Interlocal Agreement is attached hereto as Exhibit "A".
Section 3. That this Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this
IA.
day of -,2019.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor — Steven B. Grant I/
Vice Mayor — Justin Katz t/
Commissioner — Mack McCray
Commissioner — Christina L. Romelus _v
Commissioner — Ty Penserga
VOTE -1D
ATTEST:
CriAtal Gibson, MMC
City Clerk
—F-
=` Q 7'
(Corporate Seal) .r fe,LIZ
1924
8 RY'D"
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