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R22-090 1 RESOLUTION NO. R22-090 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING 3 AND AUTHORIZING THE MAYOR TO SIGN THE PARKING LEASE 4 AGREEMENT BETWEEN THE BOYNTON BEACH COMMUNITY 5 REDEVELOPMENT AGENCY AND BB QOZ, LLC (AFFILIATED DEVELOPMENT, 6 LLC) AS A JOINDER PARTY FOR 150 PUBLIC PARKING SPACES; AND 7 PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, on June 7, 2022 the Boynton Beach Community Redevelopment Agency Board 10 approved the Purchase and Development Agreement, the Tax Increment Revenue Funding 11 Agreement (TIRFA), and the Parking Lease Agreement between the Boynton Beach Community 12 Redevelopment Agency and Affiliated Development, LLC for the 115 North Federal Highway infill 13 mixed use redevelopment project; and 14 WHEREAS, it is necessary for the City of Boynton Beach to approve and execute the 15 Parking Lease Agreement as a Joinder Party because in 2044 at the sunset of the Boynton Beach 16 Community Redevelopment Agency, the City of Boynton Beach will automatically assume the 17 lease agreement; and 18 WHEREAS, the Parking Lease Agreement will provide for one hundred and fifty (150) 19 additional public parking spaces in the downtown/TOD area; and 20 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 21 recommendation of staff, deems it to be in the best interests of the City residents to approve and 22 authorize the Mayor to sign the Parking Lease Agreement between the Boynton Beach 23 Community Redevelopment Agency and BB QOZ, LLC (Affiliated Development, LLC) as a joinder 24 party for 150 public parking spaces. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 26 BOYNTON BEACH, FLORIDA, THAT: 27 Section 1. Each Whereas clause set forth above is true and correct and incorporated 28 herein by this reference. S:\CA\RESO\Agreements\Parking Lease Agreement(Joinder Party With Affiliated)-Reso.Docx 29 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 30 Approve and authorize the Mayor to sign the Parking Lease Agreement between the Boynton 31 Beach Community Redevelopment Agency and BB QOZ, LLC (Affiliated Development, LLC) as a 32 joinder party for 150 public parking spaces. A copy of the Parking Lease Agreement is attached 33 hereto as Exhibit "A". 34 Section 3. That this Resolution shall become effective immediately upon passage. 35 PASSED AND ADOPTED this S day of ' , 2022. 36 CITY OF BOYNTON BEACH, FLORIDA 37 YES NO 38 39 Mayor-Ty Penserga 40 4.77 41 Vice Mayor-Angela Cruz 42 43 Commissioner-Woodrow L. Hay 44 45 Commissioner–Thomas Turkin 46 tZ. 47 Commissioner–Aimee Kelley 48 'ST-0 � D 49 VOTE 50 ATT : 51 52 /.'_i. fi- 53 Moyle, D- -sus, MMC ='oyNTpN`‘‘ 54 City C erk1%ece 0 RA re � 55 • i 1�: SEAL :Z'i 56 �: v1Ep. % 57 11 RWI 1920 .• 58 (Corporate Seal) 'tt •••••••FLOOV •.•• ; S\CA\RESOWgreements\Parking Lease Agreement(Joinder Party With Affiliated)-Reso.Docx PARKING LEASE AGREEMENT HIS PARKING LEASE AGREEMENT(this"Lease"),is made and entered into this$day of , 2022, by and between BB QOZ, LLC, a Florida limited liability company, ("Landlor '), and The Boynton Beach Community Redevelopment Agency (BBCRA), a public agency created pursuant to Chapter 163,Part III of the Florida Statutes("Tenant"). WITNESSETH: WHEREAS, the Landlord has a contract to purchase property generally located at: (i) 508 E. Boynton Beach Boulevard, Boynton Beach, Florida 33435; (ii) NE 4`h Street, Boynton Beach, Florida 33435;(iii)NE 151 Avenue,Boynton Beach,Florida 33435; (iv) 115 N. Federal Highway,Boynton Beach, Florida 33435; (v) 511 E. Ocean Avenue, Boynton Beach, Florida 33435; (vi) 515 E. Ocean Avenue, Boynton Beach,Florida 33435;and(vii)529 E.Ocean Avenue,Boynton Beach,Florida 33435,all of which are located within the corporate limits of the City of Boynton Beach,as more particularly described by the legal description attached hereto as Exhibit A(collectively the"Property"); and WHEREAS, the Landlord intends to construct a mixed-use, transit-oriented development containing a mixed-income workforce housing rental apartment building with a minimum of 236 rental units available to various affordability ranges,a minimum of 16,800 square feet of commercial space(e.g. restaurant,retail,and office), and 150 designated public parking spaces in the Parking Garage(hereinafter defined)(the"Project"); and WHEREAS,Tenant has provided property valued at approximately$5.51 million in exchange for the dedicated parking; and WHEREAS, the Landlord and the Tenant have entered into a Tax Increment Revenue Funding Agreement and Purchase and Development Agreement(other Agreements)wherein the Tenant is providing certain economic development incentives to develop the Project; and WHEREAS, the Tenant recognizes the positive impact that the Project will bring to the City of Boynton Beach including the provision of additional parking facilities; and WHEREAS, the Landlord and Tenant desire to enter this Lease to provide 150 parking spaces located in the Parking Garage, in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Project,for the use by the general public for enhancement of the downtown in furtherance of Tenant's 2016 Community Redevelopment Plan, as set forth below;and WHEREAS, this Lease does not impact or affect City of Boynton Beach Parking Code requirements; however Tenant will not object to Landlord including the Parking Spaces in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses of the Project with the minimum code requirements of the City of Boynton Beach;and WHEREAS,the Tenant,as the BBCRA,has determined and hereby finds that this Lease promotes economic development in the CRA Area and, as such, is in the best interests of the BBCRA and furthers the 2016 Boynton Beach Community Redevelopment Plan. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficiency of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follows: 01673347-4 259421v9 1. Incorporation. The recitals above are hereby incorporated herein as if fully set forth. 2. Use. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the "Parking Spaces") to be utilized exclusively by Tenant for the Permitted Use(as defined in Section 14 below): The one hundred fifty(150)parking spaces shall be located within the parking structure to be constructed to be constructed at NE 4th Street, Boynton Beach, Florida 33435 and NE 1St Avenue, Boynton Beach, Florida 33435 (the "Parking Garage") in the locations designated as "Parking Spaces" on Exhibit B attached hereto and made a part hereof.The location of the Parking Spaces may not be changed by Landlord without the prior written consent of the Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant take into consideration whether such location change will negatively impact public access and the number of times the location has been changed. Landlord shall provide notice to Tenant at least 14 days prior to the Parking Spaces being relocated, and Landlord shall bear the actual, reasonable and verifiable costs (excluding any Tenant overhead costs), if any,of relocating the Parking Spaces,including any costs associated with moving parking meters,electric vehicle chargers, or other similar items. Landlord shall not move Tenant in any manner that will reduce Tenants ability to use parking meters,provide electric vehicle chargers,or other similar items. At no time shall the total Parking Spaces be less than one hundred fifty (150), and Landlord shall use commercially reasonable efforts to keep the Parking Spaces generally contiguous. At no time shall the Parking Spaces be located on any level higher than level 3 of the Parking Garage,except as may be set forth on the approved site plan for the Project and with the consent of Tenant. Tenant and the general public shall be entitled to use the Parking Spaces 24 hours a day,7 days a week,every day of the year(the"Business Hours").Tenant and the general public shall also have the right to utilize on a non-exclusive basis,together with any other users of the Parking Garage,restroom facilities(if any exist)of the Parking Garage,as well as the common areas located only on the floors of the Parking Garage where the Parking Spaces are located, for their intended purposes consistent with the Permitted Use so long as such use shall not unreasonably interfere with the use of such areas by Landlord or other users of the Parking Garage. The use by Tenant and the general public of the Parking Spaces shall be subject to the terms and conditions of this Lease and Tenant shall require the general public to abide by the applicable rules and regulations governing use of the Parking Garage. Tenant or its agents shall have the right to immediately remove, or cause to be removed, any unauthorized car or vehicle parked in the Parking Spaces without any liability and without any advance notice to Landlord. If Landlord later determines that Landlord's (or other Project tenants') intended use of the parking garage requires additional spaces, Landlord may request to allocate some of the Parking Spaces towards such intended use. Tenant has sole and absolute discretion as to whether to approve or deny such request, in whole or in part, and may place conditions on such use. It is anticipated that in the event Tenant approves such request,Tenant will nonetheless retain the ability to use those reallocated parking spaces during events hosted or supported by Tenant.Tenant shall not pay Rent on any spaces that have been reallocated. 3. Term; Construction of Parking Garage;Definitions. (a) The term of this Lease(the"Term")shall be twenty-five(25)years,with three(3) automatic 25-year extensions unless earlier terminated by Tenant pursuant to written notice to Landlord at least 4 weeks prior to termination.The Term shall commence on the date that Landlord and Tenant mutually agree in writing that Tenant(and the public)may begin occupying the Parking Spaces,which date shall not occur before construction of the Parking Garage has been substantially completed(as defined below) and the public may begin accessing the Parking Spaces(the"Lease Commencement Date"). (b) The Parking Garage shall be constructed by the Landlord in accordance with the permitted set of plans for which a building permit is issued by the appropriate governing authority,which 01673347-4 2 plans shall be based upon the Parking Garage Floor Plan attached hereto as Exhibit B. In the event of any conflict between this Lease(including Exhibit B)and the permitted set of plans,the permitted set of plans shall govern and control. Landlord shall provide notice to Tenant of any significant changes to the Parking Garage Floor Plan from what is depicted in Exhibit B. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy or certificate of occupancy (or its equivalent) has been issued by the appropriate governing authority for the Parking Garage. (d) The "Effective Date" of this Lease is the date after it has been fully executed by Landlord and Tenant. 4. Base Rent. The property provided by Tenant valued at approximately$5,510,000,together with Tenant's compliance with the terms and conditions of this Lease, shall constitute sufficient consideration for Tenant's use of the Parking Spaces during the term of this Lease. Consequently, for the purposes of this Lease,the term"Base Rent"shall be understood to be rent in the amount of$0.00,but the $0.00 amount of rent shall not affect the validity of this Lease. 5. Additional Rent. Unless otherwise expressly provided,all monetary obligations of Tenant to Landlord under this Lease,of any type or nature,other than Base Rent,shall be denominated as additional rent and include applicable sales tax(unless exempt)("Additional Rent"). In addition to Base Rent, as set forth in Section 4 above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 6, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt),to be a set rate established once per year, which shall be subject to reconciliation as set forth in Section 6 hereof. For the first (151) year of the Term, the amount of Operating Expenses paid by Tenant shall not exceed fifty dollars ($50.00) per space per month (the "Operating Expense Cap"). The Operating Expense Cap shall increase by the increase in the Consumer Price Index for All Urban Consumers published by the U. S.Bureau of Labor Statistics annually,and the Operating Expense Cap shall terminate and be of no further force and effect at the expiration of the twentieth(20`f')year of the Term.Any increase in rent will become effective October 1,provided however that in order for such increase to be effective, Landlord will provide Tenant notice of the increased rental rate no later than April 1 of that year. In no instance may the Landlord increase the Rent more than one per year. For the purposes of this Lease, "Operating Expenses"shall mean all reasonable actual costs and expenses solely and directly attributed to and incurred by Landlord in owning, maintaining, insuring, and repairing the Parking Garage, including, without limitation, all common areas thereof after the Lease Commencement Date, which costs and expenses shall include, but shall be limited to, security, parking systems, cleaning, trash collection and disposal, utilities, maintenance and repairs of all elements of the Parking Garage, pest control, fire safety systems,all insurance costs incurred by Landlord with respect to insurance policies maintained by Landlord with respect to the Parking Garage, industry standard management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and industry standard professional costs, permitted capital expenditures, industry standard repair and replacement reserves in connection with any of the foregoing items and ad valorem and non-ad valorem real estate taxes,assessments and fees attributable to or otherwise applicable to the Parking Garage. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers; or other expenses not directly related to the operation of the Parking Garage. In the event any surcharge or regulatory fee is at any time imposed by any governmental authority for parking spaces within the Parking Garage,Tenant shall pay Tenant's Percentage Share(as defined below)of such surcharge or regulatory fee to Landlord as Additional Rent,payable as set forth in this Section 5.Notwithstanding the foregoing,Tenant shall pay one hundred percent(100%) of the costs and expenses solely and directly related to the Parking Spaces only(as opposed to costs and expenses that relate to the Parking Garage generally,which are billed as Operating Expenses), including, but not limited to, parking meters or parking systems (such as pay 01673347-4 3 stations or pay-by-phone stations), electrical vehicle charging stations, signage and safety monitoring specific to the Parking Spaces. 6. Payment of Additional Rent: Tenant's Percentage Share. Additional Rent (together with applicable sales tax unless exempt)shall be due and payable Payment shall be made on a monthly basis on or before the first (Pt) day of each calendar month throughout the duration of the Term, without notice, demand,setoff or deduction and made payable to Landlord at the address provided in Section 7,which may change from time to time. If any payment due from Tenant shall remain overdue thirty(30)days after the due date, the payment due plus administrative charges shall bear interest at the rate of ten percent (10%) per annum. If any check given to Landlord for any payment is dishonored for any reason whatsoever attributable to Tenant, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds,bank, or returned check fees. The term"Rent"when used in this Lease shall include Base Rent and all forms of Additional Rent.For the purposes of this Lease,Tenant's Percentage Share shall be deemed to be a fraction,the numerator of which is the number of Parking Spaces (150 parking spaces),and the denominator of which shall be the total number of parking spaces within the Parking Garage (estimated to be 545 parking spaces) Landlord estimates that Tenant's Percentage Share will be approximately 27.52%, as may be adjusted based on the total number of parking spaces within the Parking Garage pursuant to the building permit for the Parking Garage. The parties agree that the estimated number of parking spaces and estimated percentage described in the previous sentence are not binding are intended only to provide an example of how Tenant's Percentage Share shall be calculated.After each year of the Term, Landlord shall provide Tenant with a reasonably detailed statement of the actual Operating Expenses for the prior year and Tenant's actual Percentage Share. An adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require,to the end that the Landlord shall receive the entire amount actually owed by Tenant for Tenant's Percentage Share of the Operating Expenses for the prior year up to the amount of the Operating Expense Cap,but shall not exceed the amount of the Operating Expense Cap. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent.Any payment adjustment owed by Tenant to Landlord will be due with the next payment of the Additional Rent. Tenant waives and releases any and all objections or claims relating to the actual Operating Expenses for any calendar year unless,within sixty(60) days after Landlord provides Tenant with the notice of the actual Operating Expenses, Tenant provides Landlord notice that it disputes the actual Operating Expenses. If Tenant disputes the actual Operating Expenses, Tenant shall continue to pay the Additional Rent in question to Landlord in the amount provided in the Operating Expenses (if a reoccurring expense) pending resolution of the dispute. Such dispute shall be resolved by hiring an independent auditor,whose fees shall not be on a contingency basis and whose fees shall be paid by Tenant, unless the audit discloses that Landlord's Operating Expense calculation was incorrect by more than seven percent (7%), in which case Landlord shall pay the cost of the independent auditor. 7. Notice. Any notice under the terms of this Lease shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered mail in a postage-paid envelope or via express courier or other nationally recognized overnight delivery service and sent to the address(es)as set forth below: If to Landlord: BB QOZ,LLC do Affiliated Development 613 NW 3rd Ave.,#104 Ft.Lauderdale,Florida 33311 Attention: Jeffrey Burns 01673347-4 4 With a copy to: Kapp Morrison LLP 7900 Glades Rd., Suite 550 Boca Raton,Florida 33435 Attention: Lance Aker If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: City of Boynton Beach, Florida Attn: City Manager 100 East Ocean Avenue Boynton Beach,Florida 33435 The address of either party may be changed upon giving at least fifteen(15) days' advance written notice of that change to the other party. 8. Landlord Rights. Landlord shall have the right to block off any or all of the Parking Garage,including the Parking Spaces,for purposes of repair or maintenance of the Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten(10)days without the prior written consent of Tenant,except as reasonably required to complete repair or maintenance of the Parking Spaces. Except in emergency circumstances, Landlord shall provide Tenant with not less than three (3) days' advance notice of the foregoing if Tenant's or the general public's access to the Parking Spaces will be prevented. Landlord shall have the unrestricted and exclusive right to utilize all parking spaces located within the Parking Garage other than the Parking Spaces("Landlord's Parking Areas").Tenant shall have no right to park within or utilize any portion of Landlord's Parking Areas. Landlord or its agents shall have the right to immediately remove, or cause to be removed, any car or vehicle of Tenant that may be parked in Landlord's Parking Areas,without any liability and without any advance notice to Tenant.Notwithstanding anything to the contrary set forth herein, Tenant hereby acknowledges and agrees that Landlord and its agents,employees,contractors,tenants,and licensees(collectively,the"Landlord Parties"),shall retain and have the unrestricted right to reasonably utilize those portions of the Parking Garage located around, adjacent to and surrounding the Parking Spaces, including without limitation, drive isles, ramping, pedestrian and handicap accessibility areas, back of house areas, stairwells, elevators and all other areas outside of the individual parking stalls for the Parking Spaces (collectively, the "Access Areas") for the purpose of vehicular and pedestrian ingress and egress to and from Landlord's Parking Areas so long as such use does not prevent access to the Parking Spaces.The Access Areas shall not include any area of the Parking Spaces. Tenant acknowledges and agrees that the foregoing right of the Landlord and Landlord Parties to reasonably utilize the Access Areas shall be irrevocable and remain in full force and effect throughout the duration of the Term(as the same may be extended)and Tenant shall have no right to claim constructive eviction by virtue of the Landlord's reasonable utilization of the Access Areas, notwithstanding the fact that such Access Areas may be located in close proximity to the Parking Spaces. Except as provided herein, Landlord shall include a provision in its residential leases prohibiting such tenants from parking within the Parking Spaces or otherwise use the Parking Spaces unless payment of the parking fees are made at the same rate as the general public utilizing the Tenant's Parking Spaces. 9. Landlord Covenants and Obligations. Landlord covenants that: (a)prior to the Lease Commencement Date, it will have fee title in the land of which the Project and Parking Garage will be substantially completed; and (b)upon performing all of its obligations hereunder, Tenant and general public 01673347-4 5 shall have access to the Parking Spaces and Access Areas for the Term(including any extension thereof)of this Lease,subject,nevertheless,to the terms and conditions of this Lease. Except as specifically required herein of the Tenant with regards to the Parking Spaces, Landlord shall operate,manage,equip,light,repair and maintain,in a reasonably clean and safe manner,the Parking Garage,Parking Spaces and Access Areas and all facilities and fixtures, including without limitation roof, walls,ramps, electrical installations, elevators,fire and related alarms, lighting,landscaping, and doors in working condition and repair necessary for their intended purposes in a manner comparable to other similar parking garages in Palm Beach County, Florida,the cost of which maintenance,repairs and replacements shall be included in the Operating Expenses. The foregoing shall also include the Landlord providing janitorial services, waste and recycling removal, and pest control services throughout the Parking Garage, which service costs shall be included in the Operating Expenses. If a repair is needed within the Parking Garage,Tenant shall notify the Landlord in writing of the need for the repair,which notice Landlord shall acknowledge within three (3) business days of receipt of same, and Landlord shall use good faith to complete such repair in a timely manner, and the cost of such repair shall be included in the Operating Expenses.Notwithstanding anything to the contrary herein,Tenant shall promptly repair any damage to the Parking Spaces or Parking Garage caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees,at Tenant's sole cost and expense. Landlord may, in its sole and absolute discretion, restrict the size, location, nature or use of the Access Areas as those Access Areas exist at the Lease Commencement Date. Landlord shall be responsible for paying all utilities at the Parking Garage as of the Lease Commencement Date including without limitation water,sewer,stormwater,gas,solid waste and electricity for the Parking Garage,to the extent such utilities serve the Parking Garage,with Tenant paying to Landlord Tenant's Percentage Share of the utilities as Additional Rent when due. Tenant shall be responsible for paying all utilities exclusively necessary or separately metered for the Parking Spaces and management of the same(e.g.,Tenant shall be responsible to install and pay for any electrical charges for parking meters it installs, including the cost of all power requirements necessary to service the electric vehicle charging stations). Tenant agrees that it shall not install any equipment which will exceed or overload the capacity of any Landlord utility facilities and that if any equipment installed by Tenant shall require additional utility facilities,the same shall be installed at Tenant's expense in accordance with plans and specifications to be approved in writing by Landlord in its sole and absolute discretion. 10. Landlord's Liability.All Tenant's personal property placed or moved in the Parking Garage shall be at the Tenant's risk or the owner's risk thereof. Landlord shall not be liable for any damage to Tenant's personal property, or any other person's personal property, including, but not limited to, lost or stolen items, occurring in, on or at the Parking Garage, including the Parking Spaces,or any part thereof, except to the extent caused by the Landlord's willful intent or grossly negligent acts or omissions. 11. Insurance. Tenant shall, at its cost, procure and maintain and keep in force at all times thereafter during the Term the following insurance with respect to the Parking Spaces: (a)Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b)Workmen's Compensation and Employer's Liability Insurance in the amounts required by the laws of the State of Florida;(c)automobile liability insurance covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; and (d)such other insurance as Landlord or any mortgagee may reasonably require and which is permitted by law. Prior to the Lease Commencement Date, Tenant shall deliver to Landlord copies of the aforementioned policies. Landlord shall maintain for the Term of this Lease (and any extension thereof) such insurance as is reasonably necessary and consistent with the insurance coverage provided by the owners of similar parking garages in Palm Beach County, 01673347-4 6 Florida, to provide coverage for the Landlord' operation and management of the Parking Garage and obligations as stated herein. 12. Events of Default. Each of the following shall be an"Event of Default"under this Lease: (a)Tenant fails to make any payment of Rent when due; (b)Tenant fails to cure Tenant's breach of any provision of this Lease,other than the obligation to pay Rent,within thirty(30)days after notice thereof to Tenant; (c)Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act,or if any debtor proceedings be taken by or against Tenant which is not otherwise dismissed within thirty (30) days of its filing; (d)Tenant transfers or assigns this Lease or subleases any of the Parking Spaces in violation of this Lease;(e)Tenant violates any of the Rules set forth in Section 22,as the same may be amended or modified from time to time,and thereafter fails to cure such violation within thirty (30) days after receipt Landlord's notice thereof; or (f)Tenant uses the Parking Spaces and/or the Parking Garage for any reason other than the Permitted Use (as defined in Section 14, below) and Tenant fails to cease such use within thirty (30) days receipt of Landlord's notice thereof. Notwithstanding anything to the contrary,in the event any Event of Default necessitates emergency action as reasonably determined by Landlord,then the foregoing 30-day time period shall not apply and Landlord shall have the option(but not the obligation)to immediately cure such Event of Default. Each of the following shall be an"Event of Default"under this Lease: (a)Landlord fails to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed,and the Landlord fails to remedy the same within thirty(30)days after notice from Tenant. If the Tenant's or Landlord's Event the Default is of such a nature that it cannot be reasonably cured within the foregoing thirty(30)day period,the defaulting party shall be entitled to a reasonable period of time under the circumstances in which to cure said default,provided that the defaulting party diligently commences such cure within the foregoing 30-day period and thereafter diligently proceeds with the curing of the default. 13. Remedies. Upon an Event of Default by Tenant which is not timely cured within the timeframes set forth above,in addition to all remedies provided by law,Landlord may: (a) Landlord may,but shall have no obligation to,perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Tenant to Landlord within thirty (30) days of rendition of a bill or statement to Tenant therefor together with reasonable supporting documentation). (b) Cure such Event of Default,and if Tenant,in doing so,makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Landlord to Tenant within thirty(30)days of rendition of a bill or statement to Landlord therefor(together with reasonable supporting documentation). Notwithstanding anything to the contrary set forth above, all rights and remedies of Landlord and Tenant under this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity. 14. Permitted Use. (a) Tenant may use the Parking Spaces only for the parking of cars, motorcycles and other ordinary passenger vehicles(including pick-up trucks,vans and sport utility vehicles)by members of the general public,by Tenant and by the City of Boynton Beach,and Tenant may charge the general public 01673347-4 7 for said parking(the"Permitted Use").The City of Boynton Beach's and Tenant's use of the Parking Spaces to store or deploy vehicles in and from the Parking Garage during hurricanes, weather events, and other emergencies shall be considered part of the Permitted Use. Tenant shall have the right to determine the time(s)and manner in which the Parking Spaces may be used. In no event shall Tenant cause or permit the City of Boynton Beach to park any vehicles owned or maintained by the City of Boynton Beach within the Parking Garage which are used in connection with the City of Boynton Beach's transportation or storage of any Hazardous Materials (as defined below). In no event shall Tenant use or promote the use of the Parking Spaces for any use or purpose other than the Permitted Use. Along with the use of the Parking Spaces, subject to the terms and conditions of this Lease and the reasonable rules and regulations promulgated by Landlord, Landlord hereby grants Tenant and its agents, employees, contractors, guests, tenants,licensees, invitees,and customers(collectively,the"Tenant Parties"),at no cost or expense to any of the foregoing parties, the non-exclusive right to utilize the Access Areas. Landlord acknowledges and agrees that the foregoing right of the Tenant and Tenant Parties to reasonably utilize the Access Areas shall remain in full force and effect throughout the duration of the Term(as the same may be extended). Tenant represents and warrants to Landlord that throughout the duration of the Term of this Lease, Tenant shall: (i)use its commercially reasonable efforts and good faith to monitor and control the Parking Spaces to ensure that the Parking Spaces are being utilized solely for the Permitted Use; (ii)not interfere with or diminish the use of the Parking Garage by the Landlord or any Landlord Parties or others properly utilizing the Parking Garage; (iii)take commercially reasonable measures to prohibit littering, loitering, any unauthorized signage/postings, loud music,unauthorized sale of goods,unauthorized disposing of food or garbage, and unauthorized storage of any vehicle or personal property (other than may be approved by Landlord in writing)within the Parking Spaces or Access Areas;and(iv)adopt and implement enforcement measures in furtherance of the foregoing,consistent with the terms and conditions of this Lease; provided that, the Tenant shall not have and shall not be required to have any person on site to comply with the foregoing.For the purposes of this Section 14,"Hazardous Materials"shall mean any petroleum,petroleum products, petroleum-derived substances, radioactive materials, hazardous wastes, polychlorinated biphenyls,lead based paint,radon,urea formaldehyde,mold,asbestos or any materials containing asbestos, and any materials or substances regulated or defined as or included in the definition of "hazardous substances," "hazardous materials," "hazardous constituents," "toxic substances," "pollutants," "contaminants" or any similar denomination intended to classify or regulate substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any applicable legal requirements relating to the injury to, or the pollution or protection of human health and safety or the "environment" (which term shall mean any surface or subsurface physical medium or natural resource,including,air,land, soil,surface waters,ground waters,stream and river sediments,and biota). For the avoidance of doubt,the parking of cars,motorcycles and other ordinary passenger vehicles that are not used to transport Hazardous Materials shall not be deemed a breach of this Section 14. (b) Anything in this Lease to the contrary notwithstanding, this Lease, including but not limited to the obligations as to Parking Spaces being designated for use by the public, does not affect or impact the Parking Code requirements of the City of Boynton Beach. Without limiting the generality of the foregoing statement, it is acknowledged, understood and agreed that Tenant will not object to the Landlord including the Parking Spaces in the calculation of determining the total number of parking spaces required for compliance of the Project with the code requirements of the City of Boynton Beach. 15. Liens. The interest of Landlord in the Parking Spaces and the Parking Garage shall not be subject in any way to any liens for any work, materials, improvements or alterations to the extent such work, materials, improvements or alterations are furnished or made by or on behalf of Tenant. This exculpation is made with express reference to Section 713.10, Florida Statutes. If any lien is filed against the Parking Spaces or the Parking Garage for work,materials,improvements or alterations claimed to have been furnished to,or made by Tenant, Tenant shall cause such lien to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within forty-five (45) days after notice to 01673347-4 8 Tenant. The foregoing shall not apply to work, materials, improvements or alterations required to be furnished,made by,or on behalf of the Tenant by the Landlord under the terms of this Lease. 16. Subordination. Tenant agrees to reasonably negotiate and execute a subordination, non- disturbance and attornment agreement with Landlord's first mortgage lender within forty-five(45)days of Landlord's written request of the same.Prior to the Lease Commencement Date,the Tenant agrees to review any request of the Landlord's first mortgage lender to alter a provision herein and,the Tenant's Executive Director, shall administratively amend this Agreement (without requirement of Tenant's Board's further approval)as may be reasonably required by such lender,provided that such amendment does not pertain to or impact any material term of this Lease and is for the purpose of complying with the lender requirements in order to effectuate a financial closing. If any required amendment by the lender would have a material effect on the terms and conditions set forth in this Lease, then such amendment shall require Tenant's Board's approval,not to be unreasonably withheld,conditioned or delayed. For purposes of this paragraph, the term"material term"shall include all terms and provisions reasonably deemed material by the Tenant's Attorney or Tenant's Board at the time such request for amendment is made. 17. Assignment/Sublet. Tenant shall not assign this Lease or license or sublet all or any portion of the Parking Spaces without the prior written consent of Landlord,which consent will not unreasonably be withheld.Notwithstanding the foregoing,subject to the terms and conditions of this Lease,Tenant shall have the right,without Landlord's prior written consent,to sell individual daily,weekly,or monthly parking passes to the general public for the use of the Parking Spaces for use consistent with the Permitted Use set forth in this Lease(each a"Parking Pass"). Each Parking Pass and all rights of the parties thereunder shall be subject to and subordinate to this Lease. Upon request from Landlord,Tenant shall promptly provide a list of any and all holders of any Parking Pass and the effective period of such Parking Pass. Prior to substantial completion of the Parking Garage,this Lease may be assigned,without the prior written consent of Tenant,by Landlord to an entity that is managed by Landlord's key principals,Jeff Burns and Nicholas Rojo.After substantial completion of the Parking Garage,Landlord shall have the right to assign or sublease this Lease to any third party without the consent of Tenant,provided that such assignment may only be an assignment or sublease of the whole Lease,and notice of such assignment or sublease shall be provided to Tenant within thirty (30) days o same. Tenant may assign this Lease at any time to the City of Boynton Beach without Landlord's prior written consent; provided, however, that Tenant and the City of Boynton Beach shall provide notice of any such assignment. Landlord expressly permits Tenant, at Tenant's sole cost and expense,to engage another entity to manage the Tenant's parking operations(including metering, electric vehicle charging,and other management related to improvements to Parking Spaces). 18. Alterations. (a) By Landlord. Landlord may modify, alter or change the Parking Garage in any manner or in any fashion as deemed advisable by Landlord, in its sole discretion; provided such modification, alterations or change does not materially and adversely impact the Tenant's access to and/or use of the Parking Spaces or non-exclusive use of the Access Areas. Landlord may place parking identification signs or such other signage as deemed advisable by Landlord, in its sole discretion. All alterations by Landlord must comply with applicable law,Florida Building Code and the City of Boynton Beach Code of Ordinances(including its Land Development Regulations). (b) By Tenant. Tenant shall not make any improvements,modifications or alterations to the Parking Spaces or the Parking Garage that affect the Parking Garage structure, or the mechanical, electrical, plumbing, utility or fire safety systems in the Parking Garage structure, whether temporary or permanent, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant,at its own expense,may make nonstructural alterations or additions to the Parking Spaces with the consent of Landlord, which consent shall not be unreasonable withheld, conditioned or delayed. Notwithstanding the foregoing, subject to the express terms and 01673347-4 9 conditions set forth below, Tenant shall, at Tenant's sole cost and expense, install certain removable fixtures, such as parking meters, electronic vehicle charging stations, safety monitoring equipment, and signage within the Parking Spaces as deemed reasonably necessary or desirous for Tenant's operation of the Parking Spaces or other signage in the Access Areas in compliance with applicable law and approved by Landlord in writing, which approval shall not be unreasonably delayed (the "Permitted Alterations"). Landlord may withhold its approval to any Permitted Alterations in the event that Landlord reasonably determines that the proposed Permitted Alteration: (i)may impede or otherwise impair Landlord's operation of the Parking Garage or diminish the value of the Parking Garage;(ii)may not be easily removed or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, or removal; (iii)may measurably increase Landlord's liability or insurance premiums for the Parking Garage (unless Tenant agrees to pay such measurable increase); (iv) is otherwise inconsistent with the standards for other similarly situated or comparable parking garages in Palm Beach County, Florida; (v) includes a structural alteration; (vi) includes an exterior change outside the Parking Spaces and Access Areas or change to the exterior of the Parking Garage (except for exterior signage indicating public parking at the Parking Garage in compliance with applicable law and approved by Landlord in writing,which approval shall not be unreasonably withheld or delayed);or(vii)is not in compliance with applicable law. Landlord specifically agrees that the installation of parking meters at all Parking Spaces and 17 electric vehicle charging stations by Tenant shall be permitted,and Landlord shall design and construct the Parking Garage to provide the estimated electrical transformer capacity for same. Prior to Tenant's commencement of the installation of any Permitted Alterations,Tenant shall provide Landlord with: (i)plans,specifications,and proposed renderings of the Permitted Alterations; and (ii)Tenant's proposed contractor to be engaged in connection with the installation of the Permitted Alterations. Tenant's plans, specifications, renderings, and proposed contractor shall be subject to Landlord's prior review and approval consistent with the foregoing. All improvements, modifications or alterations by or on behalf of Tenant(including Permitted Alterations) shall be fully coordinated with Landlord and all such improvements, modifications or alterations shall be done in a good and workmanlike manner, lien free, and in accordance with applicable law. Tenant shall keep Landlord reasonably apprised of the status of installation. Any damage to any part of the Project that occurs as a result of any improvements, modifications or alterations by or on behalf of Tenant shall be promptly repaired by Tenant to the reasonable satisfaction of Landlord. In all events,prior to the commencement of the installation of any Permitted Alterations or other permitted improvements, modifications, or alterations by or on behalf of Tenant, Tenant's contractor shall provide Landlord with a copy of its insurance policy which shall meet the criteria set forth in Section 11, above, and which shall name Landlord and Landlord's mortgagee as additional insureds and shall be evidenced by endorsement. Tenant, at Tenant's option, shall have the right to remove any and all Permitted Alterations or other permitted alterations, modifications, or improvements made by or on behalf of Tenant and replace same with similar quality,purpose and functionality.Notwithstanding the foregoing,at the time that any Tenant's Event of Default exists(after the expiration of all applicable cure periods),Tenant shall not be permitted to remove any such Permitted Alterations or other permitted alterations,modifications or improvements unless Landlord requires removal thereof;however,at the time that any Landlord's Event of Default exists(after the expiration of all applicable cure periods), Tenant shall have the right to remove any such Permitted Alterations or other permitted alterations, modifications or improvements provided that (i) such right is exercised within forty-five(45)days after the expiration of the applicable cure period and(ii)Tenant repairs any damage caused by such removal and restores the Parking Spaces to the condition that existed prior to the installation of the Permitted Alterations,ordinary wear and tear excepted.In the event Tenant is entitled or required to remove such Permitted Alterations or other alterations,modifications or improvements,then prior to the expiration or earlier termination of the Term(or as may be extended),Tenant,at Tenant's sole cost and expense, shall remove, or cause to be removed, each of the Permitted Alterations or other alterations, improvements or modifications, and repair, or cause to be repaired, all damage resulting therefrom with reasonable wear and tear excepted. Tenant shall cause all Permitted Alterations, as applicable,to be separately metered at Tenant's sole cost and expense,and Tenant shall pay directly to the utility provider all amounts due and payable in connection with the use and installation of such Permitted Alterations,including,without limitation,usage fees,tap-in fees,and meter installation costs.All alterations 01673347-4 10 by Tenant must comply with Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Regulations). 19. Holdover Rent. Tenant shall be liable to Landlord for all damages in the event Tenant holds over beyond the expiration of the Term that Landlord may suffer by reason of any holding over by Tenant. 20. Waiver of Jury Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH OR ARISING FROM THIS LEASE. 21. Broker. The parties each represent and warrant to the other that no real estate broker, salesman, finder or agent was involved in the procurement or negotiation of this Lease. 22. Rules and Regulations. Tenant shall at all times abide by any rules and regulations ("Rules")for use of the Parking Garage,including the Parking Spaces,that Landlord or Landlord's garage operator reasonably establishes from time to time,so long as such rules and regulations do not unreasonably interfere with the Permitted Use of the parking spaces,and otherwise agrees to use the Parking Garage and the Parking Spaces in a safe and lawful manner that does not interfere with or diminish the Parking Garage by Landlord's other tenants. Landlord reserves the right to adopt,modify and enforce the Rules governing the use of the Parking Garage, including the Parking Spaces, from time to time including any key-card, sticker or other identification or entrance system; provided that, such adoption, modification, and enforcement does not materially and adversely affect Tenant's and the general public's access to the Parking Spaces and Access Areas,materially interfere with the Permitted Use of the Parking Spaces, or materially increase Tenant's Percentage Share unless such modification is required by an applicable law. If the Rules are reasonably posted at the Parking Garage, Landlord may refuse to permit any person who violates such Rules to park in the Parking Garage, including the Parking Spaces, and any violation of the Rules shall subject the car to removal from the Parking Garage and the Parking Spaces. If Tenant violates any of the Rules and such violation continues for or is not cured within five (5)days following notice from Landlord then, in addition to all other rights and remedies available to Landlord at law, in equity, and under this Lease,Landlord shall have the right to remove from the Parking Garage,including the Parking Spaces,any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such violation,without liability for any damages caused to such vehicle in connection with such removal. 23. Casualty and Condemnation. If, during the Term (as the same may be extended), the Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall be condemned, taken by eminent domain, materially damaged or destroyed by fire or other casualty, then Tenant shall have the option to terminate this Lease upon written notice to Landlord whereupon this Lease shall immediately terminate and be deemed of no further force and effect and Landlord and Tenant shall be released of all obligations and liabilities arising after such termination (except for such obligations and liabilities expressly identified herein as surviving the termination of this Lease);provided that,if this Lease is terminated under this provision,all Rent paid in advance by Tenant applicable to the period of the Term after the termination of the Lease shall be refunded upon a pro-rata basis based on the date of termination. In the event Tenant does not exercise the foregoing termination option, then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces,to working condition, and during such restoration period Rent shall be wholly abated; provided, however, Landlord shall only be obligated to restore the Parking Garage to the extent that Landlord actually receives insurance proceeds or condemnation awards sufficient to enable such restoration. Regardless of whether Landlord receives such insurance proceeds, if Landlord: (i) fails to restore the Parking Garage within two (2) years after the 01673347-4 11 occurrence of such casualty; and (ii) Tenant's access to and use of the Parking Spaces is materially and adversely impacted, then Tenant shall have the right to terminate this Lease upon thirty(30) days' notice to Landlord,in which case Landlord shall select one of the following options to compensate Tenant for the loss of public parking: (i)provide 150 spaces within Tenant's jurisdiction and within half of one mile of the Parking Garage; (ii) make payment to Tenant for the cost to Tenant of replacing 150 spaces for the remainder of the Term within Tenant's jurisdiction and within half of one mile of the Parking Garage less the amount of net revenue Tenant has collected from the Parking Spaces (including, without limitation, from parking meters,charging stations or event parking),(iii)with Tenant's consent,transfer ownership of the parcel of property upon which the Parking Garage is/was located to Tenant, or (iv) such other compensation as the parties may mutually agree. If any portion of the Parking Garage (including any fixtures, equipment and personal property therein) or any Parking Space is damaged or destroyed due to any act or omission of Tenant,Tenant shall be solely responsible for all costs and expenses of restoration, repair and replacement of any damaged or destroyed property,and shall pay such costs and expenses upon demand. 24. Binding Effect. This Lease is binding on the parties and their heirs, legal representatives, successors and permitted assigns,subject to the limitations set forth herein. 25. Recitals. The Recitals at the beginning of this Lease are incorporated herein as true and correct statements and binding on the parties. 26. Recording. A memorandum of this Lease may be recorded in the public records of Palm Beach County,Florida. 27. Sales Tax Exemption. Notwithstanding anything to the contrary set forth in this Lease,so long as Tenant obtains and provides a true,correct,and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Landlord contemporaneously with Tenant's execution and delivery of this Lease,Tenant shall be exempted from paying sales tax under this Lease. Tenant shall,not later than thirty(30)days before the end of each calendar year throughout the Term provide to Landlord an updated sales tax exemption certificate from the Florida Department of Revenue to establish Tenant's exemption from sales tax for the upcoming year. In the event that,at any time during the Term,Tenant no longer holds a valid sales tax exemption certificate from the Florida Department of Revenue or it is determined by the Florida Department of Revenue that sales tax is otherwise due on the amounts payable by Tenant under this Lease for any reason whatsoever, then Tenant shall be liable for all sales taxes due under this Lease and shall promptly remit same to Landlord. Tenant may,upon written notice to Landlord, request that Landlord contest any such taxes, assessments and other charges that Tenant reasonably determines, in its good faith judgment, are not appropriate or applicable Landlord may elect,but shall not be obligated, to accept any request by Tenant to contest such taxes, assessments and/or other charges. In the event Landlord elects to accept Tenant's request,Tenant shall reimburse Landlord for all actual costs and expenses incurred by Landlord in connection with contesting such taxes, assessments and/or other charges on Tenant's behalf(including, without limitation, reasonable attorneys' fees) within thirty (30) days of Landlord's written demand therefor. Notwithstanding any pending tax or assessment contest, Tenant shall be obligated to pay,when and as due under this Lease,all taxes,assessments or other charges so contested.Tenant's obligation to pay any taxes,assessments and/or other charges under this Lease shall not be contingent upon the resolution of any such tax contest. Landlord shall provide the Tenant with a credit for all taxes,assessments and other charges which are awarded to Landlord in such tax contest to the extent applicable to Tenant's Percentage Share. 28. Entire Agreement and Severability. This Lease contains the entire agreement between the parties hereto regarding the Parking Garage and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant.This Lease shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out 01673347-4 12 of,or in any way connected with this Lease shall be Palm Beach County,Florida. If any term or provision of this Lease or application thereof to any person or circumstance shall,to any extent,be found by a court of competent jurisdiction to be invalid or unenforceable,the remainder of this Lease,or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 29. Force Majeure. If by reason of Force Majeure, it is impossible for the Landlord or Tenant in whole or in part, despite commercially reasonable efforts, to carry out any of its obligations contained herein(except for the payment of monies or Rent),the Landlord or Tenant shall not be deemed in breach of its obligations during the continuance of such Force Majeure event. Such Force Majeure event does not affect any obligations of the Landlord or Tenant other than the timing of performance of such obligations. The term "Force Majeure" as used herein means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, act of terrorism, pestilence, archaeological excavations required by law, unavailability of materials, epidemics (including, without limitation, cases of illness or condition, communicable or non-communicable, caused by bioterrorism, pandemic influenza, or novel and highly infectious viruses, agents or biological toxins), epidemics,pandemics(such as COVID-19 and variations thereof), disease,quarantine restrictions, freight embargoes, fire or other casualty, lightning, hurricanes, earthquakes, tornadoes, floods, abnormal and highly unusual inclement weather(as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Lease; or acts,or failure to act,of any governmental authority. 30. Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from Palm Beach County's public health unit. 31. Non-Discrimination.The parties agree that no person shall, on the grounds of race, color, sex,age,national origin,disability,religion, ancestry,marital status, sexual orientation,or gender identity or expression, be excluded from the benefits of, or be subjected to any form of discrimination under any activity carried out by the performance of this Lease. 32. Construction.No party shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus,the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. 33. Exhibits.Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. 34. Public Entity Crimes. As provided in section 287.133, Florida Statutes, by entering into this Lease or performing any of its obligations and tasks in furtherance hereof,Landlord certifies that,to its knowledge,it,its affiliates,suppliers,subcontractors and consultants who will perform hereunder,have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by section 287.133 (3)(a),Florida Statutes. 01673347-4 13 35. Palm Beach County Inspector General. Palm Beach County has established the Office of Inspector General in Palm Beach County Code, Section 2-421 -2-440,as may be amended.The Inspector General's authority includes, but is not limited to,the power to review past, present and proposed Tenant contracts,transactions,accounts and records,to require the production of records,and to audit,investigate, monitor, and inspect the activities of the Tenant and its agents in order to ensure compliance with Lease requirements and detect corruption and fraud. Failure to cooperate to the extent required by applicable law with the reasonable requests of the Inspector General or intentionally interfering with or impeding any investigation may result in sanctions or penalties as set forth in the Palm Beach County Code. 36. Exclusion of Third Party Beneficiaries.No provision of this Lease is intended to,or shall be construed to,create any third party beneficiary or to provide any rights to any person or entity not a party to this Lease,including but not limited to any citizens,residents or employees of the Landlord or Tenant. 37. Counterparts.This Lease shall be executed in counterparts,each of which shall be deemed to be an original,and such counterparts will constitute one and the same instrument. 38. Time of Essence.Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 39. Compliance. Each of the parties agrees to perform its responsibilities under this Lease in conformance with all applicable laws,regulations and administrative instructions that relate to the parties' performance of this Lease.Landlord shall at all times have the proper business licenses required of the City of Boynton Beach for the operation and leasing of the Parking Garage. Tenant warrants and covenants to Landlord that it shall not perform any act(or refrain from performing any act)within the Parking Garage that would jeopardize,rescind,or invalidate the validity of the applicable business licenses required for the operation and leasing of the Parking Garage. In furtherance of the foregoing, Tenant agrees that it shall promptly cooperate, assist and act in good faith with Landlord in order to facilitate Landlord's obtaining and maintaining all required business licenses requested by Landlord for the operation of the Parking Garage and shall not take any action or inaction to prevent such licenses from being issued, rescinded or revoked. Subject to Tenant's foregoing covenants, Landlord is solely responsible for obtaining all applicable governmental approvals related to the operation of the Parking Garage; provided, however, Tenant shall be responsible to obtain all permits and governmental approvals related to its use of the Parking Spaces and any permitted alterations or improvements undertaken by or on behalf of Tenant(including the Permitted Alterations). 40. Joinder. By its Joinder hereto, the City hereby acknowledges that upon the dissolution of the Boynton Beach Community Redevelopment Agency, the City shall automatically become the Tenant and shall have all rights and obligations as provided in this Lease as if City were the original Tenant in this Lease,which all Parties hereby expressly acknowledge, submit to,and agree. [SIGNATURES ON FOLLOWING PAGE] 01673347-4 14 IN WITNESS WHEREOF, the parties have executed this Lease as of this E day of AVA ,2022. LANDLORD: BB QOZ,LLC, a Florida li, ' •. i• company Print Name: -' - • O i ckel t S tat) Its:Manager WITNESSES: WITNESSES: ��JJ !� 1 Zat (I) �l r'\A Ce ,,1:ar (2) Print Name: Z / Print Name:as ` QK T�NANT: THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ,r By: ---/r/ Ty Penscr ; rd Chair Witness: r N 1 1,4 Print ' ' 1 r , Approved egal : i ciency: Approved for financial sufficiency By _ By. (IVO' ,CRA Attorney , vices Director 016733474 15 JOINDER PARTY THE CITY OF BOYN N BEACH ,ur A. By: !. ✓ By: I Wig' 411— __--..„ .`., Print : /y tr�►SFL %� k�...gAcsik } % %% 4'71-- ,� °SZLS • SVAL 5 A . -• ii IN 1,92' •• ; ••......•• p, FLOOV - Approved for legal suffic••' cy: Approved for financial sufficiency: By:(9'1 / . i �Z/!?iL /i G>l/ By: cs%G/ M,,,1,, ,1 C,\c,l\. ,City Attorney ,Financial Services Director 01673347-4 259421v3 259421v4 EXHIBIT A Property Description PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd,Boynton Beach, FL Parcel#: 08434528030010060 Lots 6 and 7, Block 1,ORIGINAL TOWN OF BOYNTON,according to the Plat thereof as recorded in the Plat Book 1,Page 23,Public Records of Palm Beach County,Florida. Parcel 2: Physical Address: NE 4th St.,Boynton Beach, FL Parcel#: 08434528030010080 Lots 8 and 9,Block 1,"SUBDIVISION OF THE TOWN OF BOYNTON"in the Northeast one-quarter of the Northeast one-quarter of Section 28,Township 45 South,Range 43 East,according to the Plat filed by Birdie S. Dewey and Fred S. Dewey,September 26,1898,and recorded in the Public Records of Dade and Palm Beach County, Florida,Plat Book 1, Page 23. Parcel 3: Physical Address: NE 151 Ave.,Boynton Beach,FL Parcel#: 08434528030010100 Lots 10,11 and West 1/2 of Lot 12,Block 1,ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach,Florida,according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1,page 23,Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy.,Boynton Beach,FL Parcel#: 08434528030060010 Lots 1,2,3,4,5,6 and 7,Block 6,ORIGINAL TOWN OF BOYNTON,a subdivision of the City of Boynton Beach,Florida,according to the plat thereof on file in the Office of the Clerk of the Circuit Court,recorded in Plat Book 1,Page 23 excepting therefrom the North 5'of Lots 5 and 7,and the West 5'of Lot 7,and existing right-of-way for U.S.Highway#1;together with buildings and improvements located thereon;and Parcel 5: Physical Address: 511 E.Ocean Ave.,Boynton Beach,FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11,Less the South 8 feet(Ocean Avenue R/W),Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1,Page 23,of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E.Ocean Ave., Boynton Beach,FL Parcel#: 08434528030060111 Lot 11,Less the West 7 feet 8 inches,Less the South 8 feet(Ocean Avenue R/W),Block 6,TOWN OF BOYNTON,according to the plat thereof as recorded in Plat Book 1,Page 23,of the Public Records of Palm Beach County,Florida Parcel 7: Physical Address: 529 E.Ocean Ave.,Boynton Beach, FL 01673347-4 259421v3 259421v4 Parcel#: 08434528030060120 Lot 12, Block 6,ORIGINAL TOWN OF BOYNTON,according to the plat thereof,recorded in Plat Book 1,Page 23,of the Public Records of Palm Beach County,Florida 01673347.4 259421v3 259421 v4 EXHIBIT B Parking Garage Floor Plan 01673347-4 259421v3 259421v4 ! 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