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R23-023
1 RESOLUTION R23-023 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE 5 CONTINUING PARKING LEASE AGREEMENTS (NORTH AND 6 SOUTH) AND ANY AND ALL DOCUMENTS ASSOCIATED 7 THEREWITH BETWEEN THE CITY OF BOYNTON BEACH AND 8 BOYNTON BEACH TOWN CENTER APARTMENTS, LLC; AND 9 PROVIDING AN EFFECTIVE DATE. 10 11 WHEREAS, the Continuing Parking Lease Agreements will provide permanent parking 12 for City employees and the public for the duration of the Agreements, which is 100 years and 13 will take effect once the permanent parking facilities are completed; and 14 WHEREAS, The Continuing Parking Lease Agreements will permit the City and general 15 public to use the parking facilities once they are completed,for City employees and the public 16 using City Hall and Town Square facilities; and 17 WHEREAS, the City Commission has determined that it is in the best interests of the 18 residents of the City to approve and authorize the Mayor to sign the Continuing Parking Lease 19 Agreements and any and all documents associated therewith between the City of Boynton 20 Beach and Boynton Beach Town Center Apartments, LLC. 21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 22 BOYNTON BEACH, FLORIDA, THAT: 23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 24 being true and correct and are hereby made a specific part of this Resolution upon adoption 25 hereof. 26 Section 2. The City Commission hereby approves and authorizes the Mayor to 27 sign the Continuing Parking Lease Agreements and any and all documents associated 28 therewith between the City of Boynton Beach and Boynton Beach Town Center Apartments, 29 LLC. Copies of the Continuing Parking Lease Agreements are attached hereto and 30 incorporated herein by reference as Exhibit "A" (North) and Exhibit "B" (South). 31 Section 3. This Resolution shall become effective immediately upon passage. 32 33 34 S:\CA\RESO\Agreements\Approve Continuing Parking Lease Agreement With BBTCA-Reso.Docx 35 PASSED AND ADOPTED this 21st day of February, 2023. 36 CITY OF BOYNTON BEACH, FLORIDA 37 38 YES NO 39 40 Mayor—Ty Penserga 41 42 Vice Mayor—Angela Cruz 43 44 Commissioner—Woodrow L. Hay 45 46 Commissioner—Thomas Turkin CJD rivie-(Vi,•+„ax1� 47 48 Commissioner—Aimee Kelley 49 50 VOTE __ 51 52TTE . 53 * ��! 55 Maylee D- J•- 's, MPA, C Ty Pens/g.; 56 City Clerk IIIP May., 57 58 'PROVED AS TO F RM: 59 (Corporate Seal) / Og4 G o RA re 0 61 ; • PARKING LEASE AGREEMENT' P.L North Garage THIS PARKING LEASE AGREEMENT (the "Agreement") is entered into this day of i1\n rcan _2023, by and between BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company("Owner"), and CITY OF BOYNTON BEACH ("City"). WITNESSETH: WHEREAS, Owner owns certain real property in Boynton Beach, Florida, as more particularly depicted on the attached Exhibit "A", together with all rights, easements and appurtenances belonging or in any way pertaining thereto, and all improvements to be constructed thereon, including without limitation certain buildings, and a parking garage commonly known Garage North(the "Garage")(collectively, the "Property"); and WHEREAS, Owner, itself or through an affiliate thereof, and City have entered into a Development Agreement of even date herewith (the "Development Agreement") governing, among other things,development of the Garage,and Owner's obligations to commence construction thereunder; and WHEREAS,pursuant to the Development Agreement and that certain City-approved master plan attached hereto as Exhibit"B"(the"Master Plan"),the Garage contemplated for construction on the Property is anticipated to contain a total of approximately 1026 parking spaces; and WHEREAS, pursuant to that certain Parking Allocation attached hereto as Exhibit "C" ("Parking Allocation"), the approximately 1026 parking spaces in the Garage shall be allocated as follows: a. 237 parking spaces which are being leased by Owner to City pursuant and subject to the terms and conditions in this Agreement (the"City Spaces"). b. 789 parking spaces which are not being leased to City and are reserved by Owner for the exclusive use of its residential and commercial tenants, as depicted in the Parking Allocation as "Residential and Guest" and "Commercial" (together the "Owner Controlled Spaces"; the City Spaces and the Owner Controlled Spaces are referred to hereinafter together as"All Spaces"); and WHEREAS, Owner desires to lease the City Spaces to City, upon the terms and conditions set forth herein; and WHEREAS, once constructed, the Garage will provide required parking for certain City buildings and facilities; 018888874 52983123_1 1 WHEREAS,pursuant to the Master Plan,Owner plans to construct a second parking garage ("South Garage"); and WHEREAS,simultaneous with the execution of this Agreement the parties intend to execute a substantially similar parking lease agreement for parking spaces in the South Garage; NOW,THEREFORE,in consideration of their mutual promises, covenants and intending to be legally bound,the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Construction of Garage. The Garage will be constructed pursuant to the terms and conditions of the Master Plan and the Development Agreement and any development orders issued for the Garage. 3. Lease of City Spaces. Owner hereby leases to City and City hereby leases from Owner, pursuant and subject to the terms and conditions of this Agreement, the City Spaces, together with the nonexclusive use, in common with others entitled thereto, of the Common Areas, for the purpose of accessing and using the City Spaces. As constructed and installed, the City Spaces shall be located within the areas designated as the City Spaces in the site plan to be submitted to City for its approval, provided that such spaces shall be on the same levels of the Garage as depicted on the drawing attached hereto as Exhibit"D" (the remaining levels of the Garage being reserved for the Owner Controlled Spaces). The parties understand that the attached Exhibit "D" is for illustrative purposes only, remains subject to site plan review, and nothing in this Agreement shall be deemed a site plan approval or relieve Owner of its obligations to obtain the same. Notwithstanding illustrative nature of Exhibit"D,"the 237 City Spaces shall be as follows, subject to the terms herein: a. 192 parking spaces shall be designated"Exclusive City Spaces,"which shall be for the exclusive use of the City 24 hours a day,7 days a week.The Exclusive City Spaces shall be located no higher in the Garage than the ramp located between the mezzanine and second level of the Garage. No more than 10%of the Exclusive Parking Spaces may be compact spaces and no more than 1% of the Exclusive Parking Spaces may be motorcycle spaces. b. 45 City Spaces shall be designated"Nonexclusive City Spaces,"which shall be for the exclusive use of the City between the hours of 7:30 am to 6:30 pm, Monday through Friday (the "City Control Hours"). Except during the City Control Hours, the Nonexclusive City Spaces shall be used on a first-come, first-served basis and Owner may utilize the Nonexclusive City Spaces for other parking purposes, including commercial parking and residential parking;provided however,that Owner's use of the Nonexclusive Parking Spaces shall not be counted towards required parking for Owner's residential and commercial tenants for site planning purposes. Owner may not tow or boot vehicles from the Nonexclusive City Spaces solely because the City Control Hours have expired. No more than 10%of the Nonexclusive Parking Spaces may be compact 01888887-6 52983123_1 2 • spaces and no more than 1% of the Nonexclusive Parking Spaces may be motorcycle spaces. c. During the site planning process, the parties may agree to swap the location of a portion of the City Spaces with certain of those spaces depicted as "commercial spaces" on Exhibit"D." 4. Owner Controlled Spaces. Owner shall have the absolute right to use and control the Owner Controlled Spaces for the purpose of providing parking for its residential and commercial tenants on an exclusive basis, pursuant to rules and regulations binding such tenants as determined by Owner from time to time in its sole discretion,notwithstanding anything in this Agreement to the contrary(provided such rules and regulations shall not materially affect the use of or access to the City Spaces and are in compliance with all applicable city, state,and federal ordinances,laws,rules, and regulations). Further, Owner shall have the right to install a gate or other mechanism within the Garage,to be installed,modified,replaced,repaired and maintained at Owner's sole cost,which shall restrict access to the Owner Controlled Spaces as deemed appropriate by Owner in its sole and absolute discretion (the "Gate"); it being understood and agreed that the Owner Controlled Spaces are intended and reserved exclusively for the use and enjoyment of Owner's tenants, are not being leased to City, and City shall have no rights (possessory or otherwise) with respect thereto (except to enforce Owner's express obligations hereunder if necessary). Notwithstanding the foregoing, Owner's installation, maintenance, modification, replacement and repair of the Gate shall not materially interfere with City's and the public's use of the City Spaces, and all such work shall be performed in accordance with all Legal Requirements. In the event that City and Owner later agree that certain City Spaces may be located behind a Gate,such agreement shall be expressly conditioned on the understanding that the Owner may not deny the City(or City's designee,if any)access to the City Spaces behind the Gate for any reason whatsoever(it being understood that such City Spaces may be located behind the Gate,but the City(or its designee) shall at all times have continuous and uninterrupted access(via a gate fob, "clicker"or otherwise) through the Gate to and from such City Spaces). Additionally,Owner shall have the right,from time to time,alter or modify the use,design or structure (or any combination thereof) of that portion of the Garage comprising the Owner Controlled Spaces and the Common Area appurtenant thereto(the"Owner Alteration"),provided(i) Owner obtains all necessary permits and approvals for the applicable governmental authorities, (ii) the Owner Alteration, including alteration of the Common Areas appurtenant to such Owner Controlled Spaces, shall not disturb the City Spaces or the use thereof (as permitted in this Agreement). 5. Management of Garage. Owner, itself or through an affiliate or management company designated by Owner in its sole discretion, shall operate and maintain the Garage as a first-class facility and shall,in such capacity,among other things,assess City its Proportionate Share of Operating Expenses pursuant to Section 9 below. Notwithstanding the foregoing, however, if any portion of the City Spaces (or the Common Areas appurtenant thereto) are subject to any interference, action, condition, material waste or damage not caused solely by Owner, its agents, contractors, tenants or designees and which, in Owner's reasonable discretion, (i) impedes or restricts access to the Common Areas and/or Owner Controlled Spaces (ii) creates a visual, audial or other nuisance, (iii) violates any applicable laws or codes which violations can be lawfully 01888887-6 52983123_1 3 remediated by Owner, (iv) violates the any of the Rules and Regulations (defined below) or (v) otherwise causes the Garage to be less than a "first-class" facility (any of the foregoing, a "Violation"), then Owner shall have the right to tow or boot vehicles, perform extra cleaning or maintenance,contact the appropriate authorities,replace or repair damage or take such other action as Owner reasonably believes is necessary to remedy such violation and City shall reimburse Owner's actual charges therefor within forty-five(45)days of delivery of an invoice with reasonable detail. Reimbursement for any such Violation shall be in addition to any Operating Expenses for which City is otherwise responsible. Owner shall have the right, but not the obligation, to create reasonable rules and regulations for use of the Garage ("Rules and Regulations") which shall be uniformly applied in a non-discriminatory manner and shall be effective upon delivery of a copy thereof to City;provided however,that any such Rules and Regulations shall not impede or disrupt the City's rights under this Agreement (including the City's rights to use and access the City Spaces), and including the right to park vehicles in the Exclusive City Spaces during hurricanes or other natural disasters. The Owner shall operate the Garage in compliance with all applicable laws, ordinances, regulations, codes or orders of the United States, the State of Florida, county, and/or city or other applicable governmental subdivisions where the Garage is located. Owner shall comply with all such laws, ordinances, regulations, codes and orders now in effect or hereafter enacted or passed during the Term. 6. Term and Commencement of Term. This Agreement shall be in full force and effect from the date of the issuance of the final Certificate of Occupancy(or equivalent certification) for the Garage ("Effective Date"). The term of the Agreement ("Term") shall commence on the date first written above. Unless sooner terminated pursuant to the terms of this Agreement,the Term shall continue from the Commencement Date for a period of one hundred(100)years and shall terminate at midnight on the last day of the one hundredth (100t) Lease Year (as hereinafter defined) ("Expiration Date"). 7. Rent and Expenses. (a) Pursuant to the Development Agreement,City has provided consideration to Owner for the use of the City Spaces for the Term set forth herein,the sufficiency of which Owner hereby acknowledges. (b) The City shall pay its Proportionate Share of the Operating Expenses (as defined in Section 9)related to the maintenance and operation of the Garage. 8. Sales Tax Exemption. Notwithstanding anything to the contrary set forth in this Agreement, so long as City obtains and provides a true, correct, and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Owner contemporaneously with City's execution and delivery of this Agreement,City shall be exempted from paying sales tax (from which it is so exempt)under this Agreement. City shall,not later than thirty(30)days before the end of each calendar year throughout the Term provide to Owner an updated sales tax exemption certificate from the Florida Department of Revenue to establish City's exemption from sales tax for the upcoming year. In the event that,at any time during the Term,City 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 City under this Agreement for any reason whatsoever, then City shall be liable for all sales taxes due under this 01888887-6 52983123_1 4 Agreement and shall promptly remit same to Owner. City may, upon written notice to Owner, request that Owner contest any such taxes, assessments and other charges that City reasonably determines,in its good faith judgment,are not appropriate or applicable.Owner may elect,but shall not be obligated, to accept any request by City to contest such taxes, assessments and/or other charges. In the event Owner elects to accept City's request,City shall reimburse Owner for all actual costs and expenses incurred by Owner in connection with contesting such taxes,assessments and/or other charges on City's behalf(including, without limitation, reasonable attorneys' fees) within thirty (30) days of Owner's written demand therefor. Notwithstanding any pending tax or assessment contest,City shall be obligated to pay,when and as due under this Agreement,all taxes, assessments or other charges so contested. City's obligation to pay any taxes, assessments and/or other charges under this Agreement shall not be contingent upon the resolution of any such tax contest. Owner shall provide the City with a credit for all taxes, assessments and other charges which are awarded to Owner in such tax contest to the extent applicable to City's Proportionate Share. 9. Expenses. (a) Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: (i) "City's Proportionate Share of Operating Expenses" shall be calculated as follows: the City shall be charged 100% of the Operating Expenses associated with the Exclusive City Spaces, which shall be calculated by dividing the number of Exclusive City Spaces by the number of total Garage spaces, then multiplying the resulting number by the total Operating Expenses of the Garage. The City shall also be charged 33%of the Operating Expenses associated with the Nonexclusive City Spaces, which shall be calculated by dividing the number of Nonexclusive City Spaces by the number of total Garage spaces, which resulting amount shall be multiplied by.33,which shall then be multiplied by the Operating Expenses of the Garage. The multiplier.33 is determined by dividing the number of hours the City will control the Nonexclusive City Spaces during one week by 168 and rounding to the nearest two decimal places. The Operating Expenses of the Exclusive City Spaces shall be added to the Operating Expenses of the Nonexclusive Spaces to determine the City's Proportionate Share of Operating Expenses. Figure 1,below, contains a mathematical illustration of the calculation described in this Section 9(a)(i). 01888887-6 52983123_1 5 Figure 1: City's Proportionate Share of Operating Expenses Calculation Number of Exclusive City Spaces Operating Expenses for Exclusive x Operating Expenses = City Spaces Number of Total Garage Spaces Number of Nonexclusive City Spaces Operating Expenses for Nonexclusive x .33 x Operating Expenses = City Spaces Number of Total Garage Spaces Operating Expenses for Operating Expenses for = City's Proportionate Share of Exclusive City Spaces + Nonexclusive City Spaces Operating Expenses At present,the parties anticipate that the City's Proportionate Share of Operating Expenses shall be 20.10%of the total Operating Expenses of the Garage. (ii) "Commencement Date" shall mean that "Commencement Date" as set forth in that certain Confirmation of Commencement Date completed and executed by City and Owner on the form attached as Exhibit "E" hereto. Upon the issuance of a final certificate of occupancy for the Garage (or upon another milestone agreed in writing by Owner and City), then Owner and City shall promptly execute the Confirmation of Commencement Date with the applicable date of issuance of such certificate of occupancy(or other agreed date)inserted as the Commencement Date. (iii) "Common Areas" shall mean all areas located within the Garage excluding the actual parking spaces comprising All Spaces. To avoid confusion, Common Areas shall include all utilities, drainage, driveways, structures, elevators, ductwork, risers, decoration (including, without limitation, artwork), landscaping, ramps and all other portions of the Garage, including, without limitation,those Common Areas which serve the Garage and/or All Spaces. (iv) "Lease Year" shall mean the following time periods: the first Lease Year shall commence upon the Commencement Date and end on December 31;and each Lease Year thereafter shall commence upon January 1 after the end of the prior Lease Year, and shall end on 01888887-6 52983123_1 6 December 31 of that year. Any calculations based on the first Lease Year and last Lease Year shall be prorated accordingly. (v) "Operating Expenses"shall mean all costs and expenses which Owner actually incurs for operating, maintaining and repairing the Garage, the parking areas (including, without limitation, All Spaces), and the Common Areas. Operating Expenses shall include the following with respect to the Garage and Owner and any manager or operator engaged to manage the Garage and others engaged in the operation, maintenance and repair thereof: (a) market rate management fees, including, to the extent permitted under the applicable management contract, employee compensation,benefits and taxes; (b) all charges for water, sewer, electricity and other utilities and services which are not separately metered,pest control,and rubbish removal,and taxes thereon; (c) the cost of all supplies, tools, materials and equipment; (d) the cost of repairs, maintenance, alterations, replacements and painting; the cost of cleaning, maintenance and landscaping of Common Areas and window cleaning; (e)the cost of capital improvements to any portion of the Garage;(f)all taxes and assessments(including,without limitation,real estate taxes); (g) insurance costs; and (h) all other costs customarily treated as operating expenses or taxes in buildings of this nature. Operating Expenses do not include salary,benefits,or bonuses of Owner's employees or officers employed by Owner or any subsidiary of Owner or entity related to Owner; or other expenses not directly related to the operation of the Garage.Notwithstanding the foregoing, the City shall not be required to pay taxes and assessments from which it is lawfully exempt, and in the event Owner receives any reduction in taxes or assessments owed or paid,which reduction can be verified as resulting directly from the City's status as a governmental entity, such savings shall be passed directly on to the City. Any Operating Expenses associated solely with the Owner Controlled Spaces shall not be included in the calculation of City's Proportionate Share of Operating Expenses. (vi) Rights. City acknowledges that Owner shall have the right to install facilities within the Common Areas for the benefit of the Garage and to perform services for the benefit of the Garage,of Owner,of Owner's tenants,and of the licensees,employees,customers,visitors and invitees of the Garage,and to pass through to the City its proportionate share of the costs of operating, maintaining and insuring such facilities and performing such services, which may include, without limitation, additional security, trash compaction and disposal, litter control, and landscape maintenance of the Garage. Owner's costs of operating, maintaining and insuring any such facilities and providing any such services for the benefit of the Garage as a whole, as well as all costs passed through to Owner by the City or incurred directly by Owner for operating,maintaining and insuring the Common Areas, as well as all other costs incurred by Owner in connection with administering, operating,maintaining and insuring the Garage,shall be included,in proportionate share,in Operating Expenses for purposes hereof. Notwithstanding anything to the contrary in this Agreement, to the extent that any material improvements to the Garage contemplated by Owner directly affect the City Spaces or City's right to the use of the City Spaces,Owner shall be required to obtain the prior written consent of City, which consent shall not be unreasonably withheld, delayed or conditioned by City, and City shall be responsible for City's Proportionate Share of Operating Expenses with respect to such improvements. However,to the extent that any improvements to the Garage only: (A) Affect the City Spaces or City's right to the use of the City Spaces under this Agreement, City shall be solely responsible for all costs of construction, installation, maintenance, repair, and replacement of such improvements; and 01888887-6 52983123_1 7 (B) Affect the Owner Controlled Spaces or Owner's right to the use of the Owner Controlled Spaces under this Agreement,then Owner shall be solely responsible for all costs of construction, installation,maintenance, repair, and replacement of such improvements. (b) Payment of City's Proportionate Share. Commencing as of the Effective Date,City agrees to pay to Owner, in accordance with the methodology set forth in Section 9(a)(i), the City's Proportionate Share of Operating Expenses (prorated for any partial Lease Year at the beginning or end of the Term). (c) Estimate. For each Lease Year during the Term, Owner shall supply City with an estimate of the City's Proportionate Share of Operating Expenses ("Owner's Estimated Expense Computation")for such Lease Year.City shall pay to Owner on the first day of each month during the Lease Year one-twelfth (1/12) of Owner's Estimated Expense Computation. For each Lease Year during the Term, Owner shall notify City of the actual annualized Operating Expenses for the Lease Year just concluded("Owner's Actual Expense Computation").Owner's Actual Expense Computation shall be prorated for any fraction of a Lease Year in which the Term begins or ends. If the Owner's Estimated Expense Computation paid by City to Owner with regard to any Lease Year is less than the Owner's Actual Expense Computation with regard to the same Lease Year,the amount of such shortfall shall be taken into account in calculating the Owner's Estimated Expense Computation for the following Lease Year (and shall thereby increase the following Lease Year's estimated payments by the amount of such shortfall). If the portion of the Owner's Estimated Expense Computation paid by City to Owner with regard to any Lease Year exceeds the Owner's Actual Expense Computation with regard to the same Lease Year, the excess shall be taken into account in calculating the Owner's Estimated Expense Computation for the following Lease Year (and shall thereby decrease the following Lease Year's estimated payments by the amount of such excess). (d) Right to Audit. City shall have the right, at its sole cost and expense, within sixty(60) days from receipt of Owner's Actual Expense Computation,to audit or have its appointed accountant audit Owner's records related to Owner's Actual Expense Computation,provided any such audit may not occur more frequently than once during each Lease Year occurring during the term of the Agreement. City must raise any objection to any item contained within the Owner's Actual Expense Computation by providing written notice of such objection to Owner within thirty(30)days after its completion of the audit of Owner's records. If City has paid in excess of its Proportionate Share of Operating Expenses, then Owner will immediately adjust the Estimated Expense Computation to take into account the amount of the overpayment. (e) Changes to Common Areas. City acknowledges that (subject to applicable laws,codes and ordinances)the Owner has the right to: change or modify and add to or subtract from the sizes, locations, shapes and arrangements of parking areas, entrances, exits, parking aisle alignments, lighting, landscaping, and other Common Areas and Common Area improvements and facilities located within the Garage; establish and, from time to time, change the level or grade of parking surfaces and do and perform such other acts in and to Common Areas as Owner, in its sole discretion, deems advisable. Notwithstanding the foregoing, except as required by applicable law, Owner will not modify or rearrange the City Spaces without the prior written consent of City, which consent shall not be unreasonably withheld,conditioned,or delayed. In no case shall the City Spaces 01888887-6 52983123_1 8 be moved to a higher level than depicted on Exhibit"D"unless expressly consented to by the City in its sole discretion. (f) Demolition of Garage. After 30 years from the Effective Date, the Owner has the right to demolish the garage and construct new parking garage improvements on the Property; provided however that Owner may exercise such right only if the following conditions are met: (A)Except in cases where immediate demolition is required to protect public health or provide public safety, Owner shall provide the City at least one year's advance written notice of such demolition; (B)Owner must obtain,at its sole expense,all necessary approvals and permits; (C) Owner must, at its sole expense, provide to City parking in a substantially equivalent amount of parking spaces in an alternative location and with the same rights to use, occupy, manage,charge for(meter),and tow temporarily during the demolition and construction of the new parking garage. In the event the temporary parking provided is more than.25 miles from the entrance to City Hall, Owner shall provide,at its sole expense,shuttle service not less than once per hour and for which the average shuttle trip time does not exceed 15 minutes;and (D)Upon completion of the new parking garage,this Agreement shall remain in full force and effect and Developer and City shall recognize the new parking garage as the Garage. In the event Developer exercises its right to demolish the Garage,the City may, in its sole discretion, elect(x)to terminate this Agreement instead of accepting alternative parking arrangements, or(y)to allow the Agreement to remain in full force and effect but provide its own alternative parking arrangements,during which City shall not pay any fees or costs of any kind to Owner. 10. Late Charge and Default Interest. Any payment owed by City not received within thirty(30) calendar days of the date due shall bear an administrative late charge of Twenty-Five and 00/100 Dollars($25.00) and shall bear interest at ten(10%)per annum. If any check given to Owner for any payment under this Agreement is dishonored, for any reason whatsoever not attributable to Owner, in addition to all other remedies available to Owner, at Owner's option, all future payments from City shall be made by Cashier's Check drawn on a bank located in the Palm Beach County or by wire transfer to Owner's account. 11. Payment of Utilities. Subject to reimbursement by City as part of the Operating Expenses,Owner shall provide and pay for any electrical or other utility services required to operate the City Spaces. Owner makes no warranty or representation as to the quality or capacity of utility service to the City Spaces. 12. Use of City Spaces. (a) City shall use the City Spaces solely for the parking of motor vehicles and for no other purpose. The City may, in its sole discretion, allow the general public to park in all, some, or none of(i) the Exclusive City Spaces at all times and (ii) the Nonexclusive City Spaces only during the City Controlled Hours. 01888887-6 52983123_1 9 (b) City acknowledges that all parking in the Garage is currently on a self-parking basis.City covenants and agrees that notwithstanding anything in Section 5 above or otherwise in this Agreement to the contrary, Owner shall have no obligation, liability, or responsibility to City should the City Spaces be occupied at any time or times by vehicles not so authorized or directed by Owner. (c) During the Term of this Agreement, City, at its sole expense, shall have the right to install or otherwise designate(via paint or other approved format) and maintain appropriate signage of the City Spaces, including signage indicating that the Exclusive City Spaces are for the sole use of City,that the Nonexclusive Spaces are for the sole use of the City during the City Control Hours, and that violators will be subject to towing at the violators' expense. Any signage that City intends to be installed shall first be submitted to Owner for its review and approval which shall not be unreasonably withheld, conditioned, or delayed. City, at its sole cost and expense, shall prior to installation of signage,obtain all required governmental,quasi-governmental, and other permits and approvals. (d) During the Term of this Agreement,City,at its sole expense,shall have the right to install and maintain metered parking equipment and such other equipment and facilities as are necessary in connection with allowing the public use of all or any portion of the City Spaces in the ordinary course,whether with or without charge,on an hourly or daily basis. Any equipment that City intends to be installed shall first be submitted to Owner for its review and approval, which approval shall not be unreasonably withheld,conditioned,or delayed provided that such installation will comply with applicable law and will not materially impact the structural integrity of the Garage,any electrical or other systems in the Garage,or otherwise have any material adverse impact upon the Garage or its use and operation.City,at its sole cost and expense,shall,prior to installation of such equipment,obtain all required governmental, quasi-governmental, and other permits and approvals. City shall be responsible for all costs of installation, maintenance, and repair of such equipment and facilities, and shall coordinate same with Owner and any third-party manager of the Garage at no expense to Owner or such third-party manager; City shall be entitled to all revenue resulting from such use of the City Spaces, and such amounts shall either be collected by or paid to City, or if collected by Owner or any third-party manager, shall be paid to City or, at the option of the City in its sole discretion, applied to reduce City's obligations with respect to City's Proportionate Share of Operating Expenses. If City should elect to have metered parking equipment installed for its facilities during the initial construction or at any time thereafter, City shall pay for and/or reimburse Owner for the total construction cost for the additional metered parking equipment. (e) City, at its sole expense, may also contract with a duly licensed towing company to service the City Spaces and to enforce the signage described in Section 12(c), above. If City elects to contract with such a towing company, City shall promptly furnish Owner with a copy of its written contract with the towing company, and shall require the towing company to furnish insurance in connection with its services in a form and in amounts reasonably required by the Owner, and such insurance shall name the Owner as an additional insured. (0 City, at its sole expense, may also contract with a management company to operate the City Spaces or any aspect thereof,including metering,charging,maintenance,signage, and other aspects. Such manager shall reasonably coordinate with Owner and any manager employed by Owner for the operation of the Garage. This Section 12(f) shall not interfere with or 01888887-6 52983123_1 10 reduce the Owner's rights pursuant to Sections 5 and 9 of this Agreement,including but not limited to the right to pass through to the City its proportionate share of the costs of operating the Garage. (g) City covenants that, during the Term, no part of the City Spaces shall be used in any manner whatsoever for any purposes other than as set forth in this Section 12 or in violation of the laws, ordinances, regulations, codes or orders of the United States, the State of Florida, county, and/or city or other applicable governmental subdivisions where the City Spaces are located.City shall comply with all such laws,ordinances,regulations,codes and orders now in effect or hereafter enacted or passed during the Term insofar as the City Spaces and any signs of the City are concerned (collectively, "Legal Requirements"). (h) The City Control Hours have been determined based on the operating hours of the City's facilities. In the event the such operating hours change, the City may request that Owner agree to modify the City Control Hours accordingly, which agreement shall not be unreasonably withheld, conditioned, or delayed, and in which case the City's Proportionate Share of Operating Expenses shall be adjusted accordingly. 13. Citv's Insurance. City may elect to self-insure against certain risks, including certain risks related to City's rights under this Agreement and to City's occupation or use of the City Spaces. City shall keep Owner reasonably apprised of any material changes to its self-insurance program(e.g., any current action or planned actions to make significant increases or decreases in the reserves for such purpose or to modify the source or method of replenishment of such reserves). Notwithstanding the foregoing, to the extent that City obtains any insurance policy from a private insurer (rather than a governmental insurance pooling arrangement or other self-insurance method), City, at its sole cost, shall maintain such coverages with admitted insurers authorized to do business in the State of Florida and which are rated"A-NIII"or equivalent in Best's Key Rating Guide,or any successor thereto(or if there is none, a rating organization having a national reputation); City shall provide to Owner a copy of each such policy or a certificate of insurance prior to the Commencement Date(or if City later elects to obtain insurance in lieu of self-insurance, then City shall immediately notify Owner in writing of such election and provide a certificate of insurance which conforms to the requirements of this Section). If permitted by the insurer or the teens of City's insurance pooling arrangement or other self-insurance method,any policy of insurance maintained by City in connection with the Garage shall name Owner as an additional insured, and if required by any mortgagee, shall name such mortgagee as additional insured. Furthermore, any policy of insurance maintained by City in connection with the Garage shall provide that written notice shall be given to all insured parties, additional insured parties, and holders of certificates of insurance at least thirty (30) days prior to suspension, cancellation, termination, modification, non-renewal or lapse or material change of coverage. Subject to applicable law, in no event shall the limits of any insurance policies (or City's election to self-insure as to any risks in connection with the Garage)limit the liability of City under this Agreement. 14. Waiver of Claims. Except for claims arising from Owner's intentional or negligent acts that are not covered by City's insurance required by this Agreement, subject to applicable law, City or any party claiming through City (or both) (collectively, "City Parties") hereby waives all claims against Owner and Owner's members,and each of their respective members,managers,officers, agents,employees,and independent contractors(collectively, "Owner Parties")for injury or death to persons,or damage to property or to any other interest of any of the City Parties,resulting from:(i)any occurrence in or upon the Garage; (ii) wind, rain, hurricane, flooding, fire, explosion, hail, or other 01888887-6 52983123_1 11 casualty or act of God; and (iii) vandalism, assault, battery, malicious mischief, theft or other acts or omissions of any third parties not caused by Owner's failure to operate the Garage in all material respects as required by this Agreement. 15. Indemnification by City.Subject to applicable law,City shall indemnify,defend,and hold harmless Owner and Owner's members, and each of their respective members, managers, employees, independent contractors, attorneys, and agents, and each of their respective heirs, representatives, successors and assigns, from and against any and all claims, expenses, damages and liabilities of every kind and nature whatsoever including,without limitation,reasonable attorneys'fees, court costs,litigation expenses,and penalties,arising out of,caused by,or related to the use of the City Spaces by City and its employees,independent contractors,invitees,or agents,and the conduct and/or actions of any of City's employees,independent contractors,invitees,guests,or agents relating thereto up to the amount specified in Section 768.28, Florida Statutes, whether such claim lie in indemnity, contract,tort,or otherwise.This Section 15 shall survive the termination of the Agreement. 16. Indemnification by Owner.Owner(and Owner's heirs,successors,and assigns)shall indemnify, defend, and hold harmless City and City's managers, employees, independent contractors, attorneys, and agents, and each of their respective heirs,representatives, successors and assigns, from and against any and all claims,expenses,damages and liabilities of every kind and nature whatsoever including,without limitation,reasonable attorneys'fees,court costs,litigation expenses,and penalties, arising out of, caused by, or related to any acts of negligence or intentional misconduct by Owner or any of its employees,independent contractors,invitees,guests,or agents.This Section 16 shall survive the termination of the Agreement. 17. Events of Default by City.Upon the happening of one or more of the following events ("Event of Default"),Owner shall have any and all rights and remedies hereinafter set forth: (a) if City shall fail to pay any sum due from City to Owner within forty-five days(45) calendar days after City receives written notice of the failure to pay after the payment is due; (b) if City attempts to transfer its rights under this Agreement without Owner's prior written consent including any attempt to assign this Agreement or sublease all or any portion of the City Spaces without Owner's prior written consent; (c) if City violates any other material term, condition, or covenant in this Agreement which is to be performed by City, and fails to remedy the same within ninety(90) days after written notice of the default is given by Owner to City. Such written notice shall give reasonable detail as to the nature and extent of the default and identify the Agreement provisions containing the obligations. If the default cannot reasonably be cured within ninety (90) days, City shall not be in default of this Agreement if City,during said ninety(90)day period, commences to cure the default and diligently continues in good faith to cure the default until completion. 18. Remedies of Owner. 018888874 52983123_1 12 (a) If any monetary Event of Default by City occurs, then, in addition to any other remedies of Owner,Owner shall have Owner shall have the right to bring an action to recover all sums due, which may include an action for revenues generated by the City Spaces (including, if necessary,court selection of a receiver)to be paid to Owner up to the amount owed. (b) If any Event of Default by City occurs,in addition to or instead of the remedies described in this Agreement, Owner may exercise any right or remedy now or hereafter existing at law or in equity or by statute. (c) If any Event of Default by City occurs, Owner, in addition to other rights and remedies it may have,shall have the right to remove all personal property,including signage,from the City Spaces and any property removed may be stored in any public warehouse or elsewhere at the cost of,and for the account of City,and Owner shall not be responsible for the care or safekeeping thereof whether in transport, storage or otherwise, and City hereby waives any and all claims against Owner for loss,destruction and/or damage or injury which may be occasioned by any of the aforesaid acts. Any amounts which may be due Owner shall include any costs, expenses, or any other amounts payable pursuant to this Agreement. (d) If City fails to maintain any insurance required by law, Owner shall have the right to force-place such insurance with respect to the City's rights under this Agreement or to add City as an additional insured under a policy of Owner's as to City's rights under this Agreement,and Owner shall have the right to charge City for any amounts required to purchase such insurance (or to be reimbursed for such amounts). (e) Any and all rights,remedies and options given in this Agreement to Owner shall be cumulative and in addition to and without waiver of,or in derogation of,any right or remedy under this Agreement or provided under any law now or hereafter in effect. (f) No cure periods shall apply to any emergencies or to failure to maintain and furnish insurance. (g) It is expressly understood that the remedies provided in the Event of Default by the City shall be in the form of damages or equitable relief, which may include, specific performance, and injunctive relief(it being understood monetary damages may not be a sufficient remedy for City's default hereunder),and shall not result in termination of this Agreement. 19. Event of Default by Owner.Owner shall be in default of this Agreement("Owner Event of Default")if it fails to perform any provision of this Agreement that it is obligated to perform, and if the failure to perform is not cured within ninety(90)days of written notice of the default from City to Owner.Such written notice shall give reasonable detail as to the nature and extent of the default and identify the Agreement provisions containing the obligations. If the default cannot reasonably be cured within ninety(90)days,Owner shall not be in default of this Agreement if Owner,during such ninety(90) day period, commences to cure the default and diligently continues in good faith to cure the default until completion. 01888887-6 52983123_1 13 20. Remedies of City.If Owner shall have failed to cure any Owner Event of Default,after applicable written notice and opportunity to cure, City may terminate this Agreement, may seek damages or specific performance,which may include injunctive relief,and may exercise any right or remedy now or hereafter existing at law or in equity or by statute. 21. Non-Waiver. Any failure of either party to insist upon strict performance of any part or provision of the Agreement shall not be deemed a waiver, and shall not waive or diminish such party's right thereafter to demand strict compliance therewith or any other provision and shall not prejudice or affect such party's rights in event of a subsequent default. Except as otherwise provided in this Agreement, each party's rights and remedies under this Agreement are cumulative. No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. 22. No Assignment or Sublease/Change in Ownership. (a) City may not assign this Agreement in whole or in part, nor sublease all or any portion of the City Spaces, without the prior written consent of Owner in each instance, which consent shall be at Owner's sole discretion; provided, however, that the foregoing shall not prohibit the City from allowing public use of all or any portion of the City Spaces in the ordinary course, whether with or without charge,on an hourly or daily basis.The consent by Owner to any assignment or sublease shall not constitute a waiver of the necessity for such consent to any subsequent assignment or sublease. No assignment, sublease, occupancy or collection shall be deemed acceptance of the assignee, sub-lessee,or occupant, or as a release of City from the further performance by City of the covenants on the part of City herein contained.Despite Owner's consent to an assignment or sublease, City shall remain fully liable on this Agreement and shall not be released from performing any of the terms, covenants and conditions hereof or any rent or other sums to be paid hereunder unless otherwise expressly consented to by Owner in its sole discretion. Any attempted assignment or sublease without Owner's prior written consent shall be void and shall constitute an Event of Default. (b) City acknowledges and agrees that, subject to the terms of this Agreement, any and all right and interest of Owner in and to the City Spaces and the Property, and all right and interest of Owner in this Agreement, may be conveyed or assigned at the sole discretion of Owner at any time provided such conveyance or assignment is of the whole Agreement and the party conveyed or assigned to is recognized as Owner under this Agreement. (c) If Owner, in its sole and absolute discretion, consents to an assignment or sublease of all or any portion of the City Spaces,the form of such documents shall be as acceptable to Owner in its sole and absolute discretion. 23. Subordination and Attornmcnt. (a) From time to time, Owner may request the City to subordinate its rights hereunder to mortgage or other method of financing or refinancing through a subordination, non- disturbance,and attomment agreement("SNDA").Any subordination must be effectuated through an SNDA reasonably acceptable to the City so as to ensure the City's rights under this Agreement are continued without interruption for the Term of this Agreement. So long as the above-described 01888887-6 52983123_1 14 conditions are met and the City has adequate assurances this Agreement will not be disturbed,the City shall approve of the SNDA. So long as such request is received more than 10 days before a City Commission meeting,the SNDA shall be placed on the next City Commission agenda,and if received less than 10 days before the next City Commission meeting,shall be placed on the agenda of the next available regularly scheduled meeting. Further, the City and Owner agree to work together with reasonable diligence and in good faith to create a standard form of SNDA to expedite such requests. (b) If any proceedings are brought for the foreclosure of, or if exercise of the power of sale occurs under, any mortgage covering the City Spaces and/or the Property; or if a deed is given in lieu of foreclosure of any such mortgage, City shall attorn to the purchaser, mortgagee, or grantee in lieu of foreclosure, upon any such foreclosure or sale or transfer in lieu of foreclosure, and recognize such purchaser, mortgagee, or grantee in lieu of foreclosure, as Owner under this Agreement. 24. Estoppel.Owner and City agree that each will,at any time and from time to time,within thirty(30)days following written notice by the other party hereto specifying that it is given under this Section 24, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying this Agreement is unmodified and in full force and effect(or if there have been modifications,that the same is in full force and effect and stating the modifications), and the date to which any payments due hereunder from City have been paid in advance,if any,and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant, agreement or condition contained in this Agreement, and if so, specifying each such default of which the maker may have knowledge. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section 24 within such thirty (30) day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Property or any part thereof or the City Spaces or this Agreement from or through the other party,that this Agreement is unmodified and in full force and effect and that such amounts have been duly and fully paid to and including the respective due dates immediately preceding the date of such notice and shall constitute,as to any person entitled as aforesaid to rely upon such statements,waiver of any defaults which may exist prior to the date of such notice;provided,however that nothing contained in the provisions of this Section 24 shall constitute waiver by Owner of any default in payment of any amounts owed as of the date of such notice and,unless expressly consented to in writing by Owner,and City shall still remain liable for the same. 25. Right of Entry. Owner and Owner's agents may enter the Garage at all reasonable times to examine the City Spaces(as well as other portions of the Garage),and to show the Garage to prospective purchasers, mortgagees, or other interested parties, and to make such repairs, alterations, improvements or additions as Owner may deem necessary or desirable(including, without limitation, actions taken pursuant to Section 5 or 9 above), and Owner shall be allowed to take all material into and upon the City Spaces that may be required therefor without the same constituting a termination of or infringement upon City's rights in whole or in part, provided however that should such material remain in the City Spaces more than 3 calendar days the amounts payable to Owner shall be abated in proportion to the reasonably determined loss of use and access to the City Spaces while the repairs, alterations,improvements,or additions are being made. If City shall not be present to open and permit 01888887-6 52983123_1 15 entry into the City Spaces,at any time,when for any reason an entry will be necessary or permissible, Owner or Owner's agents may enter the same without in any manner affecting the obligations and covenants of this Agreement. 26. Hazardous Materials and Environmental Laws; Indemnity. City shall not cause or permit the City Spaces to be used for the generation,handling, storage, transportation, disposal or release of any Hazardous Materials except as specifically exempted or permitted under applicable Environmental Laws,and City shall not cause or permit the City Spaces or any activities conducted thereon to be in violation of any current and/or future applicable Environmental Laws. City agrees to indemnify, defend and hold Owner (and Owner's members, principals, affiliates, directors, officers, employees, mortgagees, ground Owners, heirs, successors and assigns,as applicable)harmless from and against any and all claims,losses,damages (including all foreseeable and unforeseeable consequential and incidental damages),liabilities,fines, penalties, charges, interest, administrative or judicial proceedings and orders,judgments, remedial action, requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, attorneys' fees and expenses at both trial and appellate levels), directly or indirectly resulting in whole or in part from the violation of any Environmental Laws applicable to any activity conducted thereon, and from any use, generation, handling,storage,transportation,disposal or release of Hazardous Materials at or in connection with the Garage and City's use thereof, or any contamination, detoxification, closure, cleanup or other remedial measure required under any Environmental Laws. This indemnity shall survive the full payment of charges under this Agreement and the expiration or earlier termination of this Agreement, and shall inure to the benefit of Owner and Owner's heirs, personal representatives, successors and assigns. As used herein, "Hazardous Materials" means: substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "toxic substances", "containments",or other pollution under applicable federal, state, commonwealth, county, municipal, or local laws, ordinances, codes, rules, regulations or orders now or hereafter in effect. As used herein "Environmental Laws" means: any applicable current federal, commonwealth, state, county, municipal, or local laws, ordinances, rules, codes, regulations, or orders pertaining to Hazardous Materials or industrial hygiene or environmental conditions. 27. Time of the Essence. Time is of the essence regarding the performance of every provision of this Agreement. 28. Limitation of Liability of Owner. Notwithstanding any provision to the contrary contained in this Agreement, City shall look solely to the estate and property of Owner(which term Owner,for the purposes of this Section 28 only includes any party with a real property interest in any portion the Property including a leasehold interest) in the event of any claim against Owner arising out of or in connection with this Agreement, the relationship of Owner and City, or City's use of the City Spaces, and City agrees that the liability of Owner arising out of or in connection with this Agreement, the relationship of Owner and City, or City's use of the City Spaces, shall be limited to such estate and property of Owner in and to the Property.No properties or assets of Owner other than 01888887-6 52983123_1 16 the estate and property of Owner in and to the Property, and no property owned by any affiliate of or member of Owner shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment(or other judicial process) or for the satisfaction of any other remedy of City arising out of or in connection with this Agreement,the relationship of Owner and City or City's use of the City Spaces. In the event of Owner bankruptcy, all City's rights under this Agreement (including the rights of use and access to the City Spaces, and amount and timing of payment) shall be considered appurtenant to the Property for the balance of the Term and shall be considered enforceable rights but may be subject to any limitation or subordination found in any SNDA entered into pursuant to Section 23(a) above. 29. Waiver of Jury Trial.OWNER AND CITY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THIS AGREEMENT, OR (II) CITY'S USE OF CITY SPACES AND THE GARAGE. THE WAIVERS SET FORTH IN THIS SECTION ARE MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY BY THE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO BOTH PARTIES IN AGREEING TO ENTER INTO THIS AGREEMENT. 30. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (a) when personally delivered; or (b) the next Business Day after being sent by reputable overnight express courier(charges prepaid); or (c) when received if by facsimile or e-mail transmission, so long as notice is concurrently provided to the parties to this Agreement by a method set forth in Section 30(a) or Section 30(b). Unless another address is specified in writing,notices,demands and communications to the parties shall be sent to the addresses indicated below: If to City: Dan Dugger, City Manager 100 E. Ocean Avenue Boynton Beach, FL 33435 Email: DuggerD@bbfl.us With a copy to: Michael Cirullo, Jr. Goren Cherof Doody and Ezrol, PA 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, FL 33308 MCirullo@gorencherof.com 01888887.6 52983123_1 17 Kathryn Rossmell Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Icrossmell@llw-law.com If to Owner: Jerneb Acquisition Corp. I do Time Equities, Inc. 55 Fifth Avenue— 15th Floor New York,New York 10003 Attention: Robert Kantor and Robert Singer Email: rkantor(&,timeequities.com rsingertimeequities.com With a copy to: Mark J. Lynn, Esq. Greenspoon Marder LLP 200 E. Broward Boulevard Suite 1800 Fort Lauderdale, FL 33301 e-mail: mark.lvnna,,gmlaw.com If any party refuses to accept any attempted delivery of notice in any of the foregoing manners, then notice shall be deemed to have been delivered upon such refusal. Any party hereto shall have the right to change its address for notice if written notice is given to all other parties in accordance with the notice provisions hereof 31. Miscellaneous. (a) Accord and Satisfaction. No payment by City or receipt by Owner of a lesser amount than the amount stipulated in this Agreement to be paid shall be deemed to be other than on account of the earliest stipulated payable amounts, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such amount or pursue any other remedy provided herein or by law. (b) Entire Agreement. This Agreement and the exhibits attached hereto and forming a part thereof as if fully set forth herein, constitute all covenants, promises, agreements, conditions and understandings between Owner and City concerning the City Spaces and there are no covenants, promises, conditions or understandings, either oral or written, between them other than are herein set forth. Neither Owner nor Owner's agents have made nor shall be bound to any representations with respect to the City Spaces except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Agreement. Except 01888887-6 52983123_1 18 as herein otherwise provided,no subsequent alteration,change or addition to this Agreement shall be binding upon Owner or City unless reduced to writing and signed by them. (c) Successors and Assigns. All rights, obligations, and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, legal representatives, and permitted successors and assigns of the said parties. No rights, however, shall inure to the benefit of any assignee of City unless the assignment to such assignee has been approved by Owner in writing as provided herein. Nothing contained in this Agreement shall in any manner restrict Owner's right to assign this Agreement and,in the event Owner sells its interest in the Property and the purchaser assumes Owner's obligations and covenants, Owner shall thereupon be relieved of all further obligations hereunder. (d) Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define,limit,construe,or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement. (e) Partial Invalidity.If any term,covenant or condition of this Agreement or the application thereof to any person or circumstances shall,to any extent,be invalid or unenforceable, the remainder of this Agreement the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term,covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (f) Construction of Language. Whenever in this. Agreement the context allows, the terms "Agreement," "Term" and "Term of this Agreement",or terms of similar import, shall be deemed to include all renewals,extension or modifications of this Agreement or the Term.The word "including" when used in this Agreement shall be deemed to mean "including, but not limited to," or"including without limitation."Whenever in this Agreement the context so requires,references to the masculine shall be deemed to include the feminine and the neuter,references to the neuter shall be deemed to include the masculine and the feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.The headings of sections or subsections in this Agreement are for convenience only and shall not be relevant for purposes of interpretation of this Agreement. This Agreement has been negotiated "at arm's length"by Owner and City, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Agreement.Therefore,this Agreement shall not be more strictly construed against either party by reason of the fact that one party may have drafted this Agreement. (g) Counterparts/ Electronic or Facsimile Signatures. This Agreement may be executed in several counterparts,each of which shall be deemed to be an original and which together shall constitute one and the same instrument.The electronic signature of any party hereto shall be as binding as the original signature of such party for all purposes;and the copy of any parties'signature to this Agreement delivered by facsimile, e-mail,or such other electronic means shall be as binding and enforceable as the parties'original signature to this Agreement. 01888887-6 52983123_1 19 (h) Governing LawNenue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any action arising out of,or in connection to,this Agreement or between the parties hereto,shall be brought exclusively in the courts of Palm Beach County, Florida. (k) Relationship of Parties.Nothing contained in this Agreement shall be deemed or construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or co-venturers,or creating or establishing the relationship of a joint venture between Owner and City. The provisions hereof are for the exclusive benefit of the parties, and no other person or entity, including creditors of any party hereto, shall have any right or claim against any party by reason of those provisions or be entitled to enforce any of those provisions against any party. (1) Agreement Subject to Covenants, Conditions, and Restrictions. City acknowledges and agrees that its rights hereunder are subject to, and subordinate to the declarations, covenants, conditions, restrictions, easements, and agreements of record as of the date of this Agreement. (m) Radon Gas Notification. 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 your county public health unit. (n) Sovereign Immunity. The parties agree that the City is a political subdivision of the State of Florida and therefore is entitled to sovereign immunity. Except as expressly provided herein,nothing in this Agreement shall be construed to require the City to indemnify Owner,or insure Owner for its negligence or to assume any liability for Owner. Further, any provision in this Agreement that requires the City to indemnify,hold harmless or defend Owner from liability for any other reason shall not alter the City's rights of sovereign immunity or extend the City's liability beyond the limits established in Section 768.28 of the Florida Statutes, as it may be amended from time to time.Nothing in this Agreement shall be deemed a waiver of the City's rights of sovereign immunity, and in no case shall the City's liability exceed the amount specified in Section 768.28, Florida Statutes,whether such claim lie in indemnity,contract,tort,or otherwise. (o) Recorded Document.The City shall record this Agreement or a memorandum thereof in the Public Records of Palm Beach County,Florida. [SIGNATURES ON FOLLOWING PAGE] OI888887-6 52983123_1 20 This Parking Lease Agreement is entered into and acknowledged by City and Owner as of the date first stated above. L91 CITY: Approved for Form by City Attorney CITY OF BOYNTON BEACH TON ‘'‘ rAldif k :o�QoMTF •.Fye, � By: 4(4 k 1 • ', 'y Pen; ., v ayor ; N rou '• 1 • , ••••••••••\• OQ• \\ FLO9 \\'',,,t MAR8 3 5:27P!", C:1 TY CLERK: 01888887-6 BOYNTON BEACH 52983123_1 21 Note: Notarized signature page inserted for recording purposes. This Parking Lease Agreement is entered into and acknowledged by City and Owner as of the date first stated above. 7b / CITY: Approved for Form byrity Attorney CITY OF BOYNTON BEACH i _IP By: — /....1.-- ',47ga,4' ayor 1' STATE OF FLORIDA COUNTY OF PALM BEACH iphysical The foregoing instrument was acknowledged before me by means of presence or 0 online notarization,this ii day of /l/4 ,2023 by Ty Penserga,as Mayor of the City of Boynton Beach,who is •ersonall known to me or has produced as identification. ArZA/ 1 (A,IY/A/./I . NST, RY PUBLIC R�4'r LYNN M.Si ;: MY COMMISSIO :a•.,,`Pt= Bonded November 17, •'. � . Bonded 111u Notary Pubic 01889373-2 52983123_1 21 OWNER: WITNE .: • BOYNTON BEACH TOWN APACENTER APARTMENTS, LLC,a Florida limited liability company 'rint ame: /IIID"/Ce By k-A•4j \ftAi Print Name: Q, rAnt. ,, 11 �Vl Name: -berg- Title: (Y1 cc vkateir 01888887-6 52983123_1 22 NOTE: Notarized Signature Page Inserted for Recording Purposes. Boynton Beach Town Center Apartments I LLC Boynton Beach Town Center Apartments II LLC • Boynton Beach Town Center Apartments III LLC Boynton Beach Town Center Apartments IV LLC Boynton Beach Town Center Apartments V LLC Boynton Beach Town Center Apartments VI LLC Boynton Beach Town Center Apartments VII LLC Boynton Beach Town Center Apartments VIII LLC and Boynton Beach Town Center Apartments IX LLC,each a Florida limited liability company 1 � By: Name: Robert Kantor Title: Manager of each of the above entities STATE OF plow 1rpk=k ) ) SS COUNTY OF field Vatut ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was • acknowledged before me by means of[(C] physical presence or [ ] online notarization by Robert . Kantor, as Manager of Boynton Beach Town Center Apartments I, LLC, Boynton Beach Town Center Apartments II, LLC, Boynton Beach Town Center Apartments III, LLC, Boynton Beach Town Center Apartments IV, LLC, Boynton Beach Town Center Apartments V, LLC, Boynton Beach Town Center Apartments VI, LLC, Boynton Beach Town Center Apartments VII, LLC, Boynton Beach Town Center Apartments VIII, LLC, Boynton Beach Town Center Apartments IX, LLC, each a Florida limited liability company, who is pe onally knob to me or wo has • produced as identification. f1( WITNE my hand and official seal in the County and State last aforesaid this day of , 2023. Notaly u ic, ate of 04,6 ' c- My Commission Expires: Typed, Printed or Stamped Name of Notary Public 0 ciivi2.err ALEXANDRA J FINK NOTARY PUBLIC,STATE OF NEW YORK Registration No.01F16349139 Qualified in New York County My Commission Expires: /o /1/ EXHIBIT"A" THE PROPERTY Parcel 1,Boynton Beach Town Square,according to the plat thereof,as recorded in Plat Book 127,Page 1, of the Public Records of Palm Beach County,Florida;and Parcel 2,Boynton Beach Town Square,according to the plat thereof,as recorded in Plat Book 127, Page 1, of the Public Records of Palm Beach County,Florida. 01888887.5 52983123_1 23 EXHIBIT"B" MASTER PLAN of 8D$$$7-3 52983123_1 24 • DEVELOrMEIIt TRAM LOCATION MAP — II N.lLgf9 ,.E EDIl1f1.IC ww1s11at tA1aFElDlMN6Lt1L IL. ....,G.w.or „n �'--�-.�-.-•• -- -- -- - .--- - ._. —y Jill ---'--- On'E1M!E6 e�avEl..E.,L�R0011 1100 QA1•15 STEM KO �...�=,;j,i1.,,«• ,,,7. Y�• ,1lllAllO NxR 105 HOCA WM.D.SUN I w �� -.._ a.em .awTascrn,am n4naa,w, __.„....4.1: • 445.: • ..__- 1 1— .t R...EIt uswoow1,1A9 MOTES ,MiY1aN - • �1 GOY01� _ fro CLEMT•STMT.WM DDT Om 1m1Ww1VIAMMEM S • O _ I♦ la w MITT MLIMEAC,.R.55411 ••••••••, M ATNW11401,PA0FO 'Q SIU {1` 101/JMIMO /IN11M11 S �' I - PHASES Moms CT, MSA ORC,1 LANDARD4 C IIPS 41.AVE 1MIC1111D/CAR * y ILaMO I cJIEc1R• IMO S.W.nvc T•COM lJURE 11n ARCNntLT:/1x1W�11ve ORTHRESIDENTUIL \ 'w"1R0�551J/ TORT` A`r'`tRCM t I (wgxraaP+, aleG TelaPJ1 ~n.Rv neo..F.walr am ---!A I COMMERCIAL ( I .� �J 1 -..... .MMO,1.Ro. w•Pook o..owl 441 own 001.1111HIRI —� I 1 ' - 10IIrINMIMW.C.MOAN W Exhibit D -Master Plan RA•fA.. - FIRE STATION GINMMia PARCEL e — �� o .1� -�;w.MYW.•1R4•�° I , 02 09, 2023 ." 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' ,1 ,,,STATIa11111 AND RCM ROOT CR WAY MMERL — I /i 7111 n TUEN MACP REMO=WM AND RUIDIR31e111F AMKW°CR PARTMPATId IM MOgCRCl 1DUG1D PRDSNM ORM PON RADIO 7EGM1 --fit"1111 )1 , - ^....- .bp..-, r- - 9.1.1.11E OOM'11ARi YMr,N VAII PROOMw i I I •' -.�1 r (,x�,1I, • ,. 31SOLON°CUTMES•1RAS®x a 3 MR AVM'S°MIE NO IMIDECT TO BTI PMR APP•CAM AND PDMTIKIr3 l{' —r..om.r'+ M��T••AA�1�C X4.1. Mi1.r _. -•-•.........1- 1. .-____ ty,,�y, O RMtJi'': R a�R•OE PANOD-IMM,ML PARCNO RAM M'®dPME q WARIER 1.ARTICLE V.PECDa(1G PAPKM3 EDICDOO FOR OMTNNAINU Y. ' �.�.- r..vP.�r• Wri„E 1'�EA -_ APPFOM CO THE WRVBCD PANED PATE,EDICT0Y I1953.1014 PARROPAT1ai IN SURTA MEIMY 18 COMMOCG OEM 3,E PIAN APPREARL11. MORIN 11 �1 swat 1 OS11•li llMien , Sl OAIULE PIIIAD•OOAn tDCC PROMO)IM RM/F9 x i J SUPPORT U9'!9 N RMS,,. 197 07 OW - - ' r--- __ . ' 3)).ARDOPRO PER PINE 4(70481TO/E.RO'50E00MRNBE 4 Ma IOW- r-ea E J 1 n CAR�HE BIRML7IQ'MOMMf APPiESaNIE Mo w61BLT TO WE RANAiRp/M9 9110 EDRfn14 — PHASE2 . I{I 1, ROSE•Mill PAR W�0111E 1 IWDD 18177 RM1171 TOCW4 AT TM SBCREIN,RV 11.15 M/ cm,PI ,4 WWI OWL WrM DOwRIp Pawn= 7p7¢09 1 1 SOUTH RESIDENTIAL *Ea+IolEwoPDaaMit VWEa.57M51rOxIENIDIN. 1,,,.,1, 6.,.N eNr sm. Wm COMMERCIAL E=OMC.PUUC MEMO=MM SUMMT10 ORION ATM,CP DTE RANAPI,OCOPI IAIrs.u.a LOCATED IN RASE t ME AS PER 4 o,E 1 4/7 UNITS RIP„rNRp . I ' OIY61!•1ETRAGReAWT,. IP..R.0.91. N,IIILMINN1O1/11 14 CRT16T PAROTID E1.LW IMO.0F11 MATE r�.E ON ALL ABATING 1„ECD AMOR CP IE RIII ADPUMA1CI - - j OTNa N,IwNwNRNRIw +t 11)ML UTILITY MPS V,.lERHAGIIID UDERaOUD A9IECTIDFR MSIW+IL '�-=•wr-p t 1 �Y Ji I _ mowelworea am 1011111 .1M 'T' — --- MSP-1 —_._ I S.EINOAYe _ -- -- of 2 IIMIIMIlll _1 - i SEACREST BLVD 1 • ♦rn • _-,�`YSw_.,�._t_ .:-.— -\ , .la*� 2Mn \ - , 11 ) 1 i 4 ..... 4 ;, 1 1 irl q' g— I 1 I . . z �= "= o Ii I xis c' ' ik !7a'- -4-.7::j! t, i o ; yy I Int s= II pr _1 I tQl '^ • • if II li i I q fa11 I I s J i ii • I i # ➢p 13 [5-4.1 I Fa I II j. I /, ,, kyr._.-_y,r.. 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Ras sass B Y '1 3 3 a i:. grey B t - gn_n rrrR r f t; Ilf I l l 1 i' ill ill'1 I - 7 r m w,. s I1J}r e t m V V. a.:co c f d 6 m;s 81!88.08 -6 u ` szg t•gsgoil $ i.sm./84344;8144t fN i..agt-latt-tittling y N N N N N N W 4 N 4a841a411s4 a<i99ovaa - , EXHIBIT"D" SCHEMATIC DEPICTION OF PARKING SPACES 01688887•$ 52983123_1 26 I ; 1 I . ------ ------- -.----- p. • I r i A .1 & 11,, 0 :') 000 � C 0 ; C O C O C,`C 040�O�( id O 1 C�000 .� D s 000 — OO _1COOt , i �� a i .44- IP, + 4-i'' +9+61);11+ + ' + I + 1.+ 4-+ .4- + + II 1+ +,)° gi 4,C 7 + , . , 4 +, C...P I) / / / ' + + 1 EE F� , 1 . 5 > 4 +Q1 1 , - --°": 1 . // / 1 i .1 ' 41 4- + + + 4- +I a + + + + + + + 1 4. + + + + + 4 + + 4. - - I + + + + r i + + + + 4 - i 4- + + J 1 1r 1 J. 1 f,4,____,4,___a____& 1 .. 1.1 1 i i -L - - T F T T T '.- 7 T T T T j T T T 4.T "- + { + + 4 4 + `- + i + + + i 1 ) 4- I ..-' °`t- .f'�'Mi---—- 5- -Jr- •r I 4--,W-'" .gym It..r.,f, r .4••• , CC O 0 U Li LlI aD0 I I Q kw 1 cc x O .Y.- ZtnN I ` I I t t 9— —7 * ' f -r •-` - — -T f 1 + + + + + + • + + + + + + + + 4 4- 4 + + + + +I + c.—v + + + + + + (_-iii 1 -I- + + L + + + , + + + ++ 4 + + r \\\' a + + + f - 4 + + + + + + r + + + + + 4 ' + + + + + + + + + 4 4 + + + - y + + y + + �. f + + + + ,+ + 1 I�. _i. _ .Y... 4 1..�. _ �� t k . a._' + !�ti_ ""+ L .L. 1�1� �. \ �!. 4- s + + + i + + + + + + + + _ + + + + + t + + +1+ t t + 4- 4 + + + + i + + f + + 0 > A l FR0 / 1 - a- 0 Q --)+ t....____________ , 1 + + . + + + Jr 4 ° 4 +IR + + • + + + + + + 4 i + + + + + • + + + + F + �+ + + + + + + it� + + + + + ++ I+ _. + ++ e i+ + + + K +4. + u+ + i .'Y • .:,.,, .•___ \\I „. + M + t + + + t + t �++ ,>.c. . - +I tri IX 0 hi fr O Z N 1 1 • • _ �� ,, • 0070Oo � 0000 C 7,,,,71,,„ , 00r10. 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"6 - w- '''' . .... ...3 Z ' C 00 O O NW• OOCG0000II pu LA o ,��_. . _� , t,_o. - _ ----.-_-� 1 i • • . .. 00000 00000 0) ) 0C- 00 C` 00009 i Goo 00 -) Q02,... .7 00 I'e40 =moo: E f 4 0 0-L J O Q Q U Z O7 N OLU O N rn i i EXHIBIT"E" CONFIRMATION OF COMMENCEMENT DATE PARKING LEASE AGREEMENT FOR THE NORTH GARAGE The parties hereto agree and confirm that the date of the Final Certificate of Occupancy for the North Garage has been issued, dated , 202_. Pursuant to the definition of "Commencement Date" in paragraph 9(aXii) of the Parking Lease Agreement for the North Garage dated , 2023, the Commencement Date for the Term of the Parking Lease Agreement for the North Garage shall be ,202_. CITY: CITY OF BOYNTON BEACH By: Mayor OWNER: WITNESSES: BOYNTON BEACH TOWN CENTER APARTMENTS,LLC,a Florida limited liability company Print Name: Print Name: By: Name: Title: 0188[487.5 52983123_1 27 ASSIGNMENT OF PARKING LEASE AGREEMENT North Garage This Assignment of Parking Lease Agreement(North Garage) (this"Assignment") is made and entered into as of April jQh' , 2023 by and between Boynton Beach Town Center Apartments LLC, a Florida limited liability company ("Assignor"), and Boynton Beach Town Center Apartments I LLC,Boynton Beach Town Center Apartments II LLC, Boynton Beach Town Center Apartments III LLC, Boynton Beach Town Center Apartments IV LLC, Boynton Beach Town Center Apartments V LLC, Boynton Beach Town Center Apartments VI LLC, Boynton Beach Town Center Apartments VII LLC, Boynton Beach Town Center Apartments VIII LLC and Boynton Beach Town Center Apartments IX LLC, each a Florida limited liability company, as tenants in common(collectively as"Assignee"). RECITALS: Whereas, Assignor, Boynton Beach Town Center Apartments LLC, a Florida limited liability company, is the "Owner" under that certain Temporary Parking Easement Agreement (North Parcel) with an Effective Date of PO I i) , 2023, with City of Boynton Beach, Florida, as"City"thereunder(the "Agreement"); ad li . Whereas, Assignor desires to assign its interest in the Agreement to Assignee and Assignee desires to receive such assignment and assume the obligations of Assignor under the Agreement; and Whereas, City has previously consented to this Assignment. NOW, THEREFORE,for and in consideration of the premises and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,Assignor and Assignee • agree as follows: 1. Assignment. Assignor hereby assigns, conveys, sets over and transfers to Assignee all of its right,title and interest in and to the Agreement. 2. Acceptance and Assumption by Assignee. Assignee hereby: (a) accepts the assignment described in Paragraph 1 above; and (b) agrees to assume and perform all of the obligations,responsibilities and liabilities of Assignor under the Agreement. 3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 4. Governing Law; Counterparts. This Assignment shall be governed by, and construed in accordance with,the laws of the State of Florida. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together • shall constitute one and the same agreement. Facsimile and pdf signatures shall be considered to be originals. 33874.0005 54087591v2 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first written above. ASSIGNOR: Boynton Beach Town Center Apartments LLC,a Florida limited liabijity company By: `A Name: obert Kantor Title: Manager ASSIGNEE: Boynton Beach Town Center Apartments I LLC Boynton Beach Town Center Apartments II LLC Boynton Beach Town Center Apartments III LLC Boynton Beach Town Center Apartments IV LLC Boynton Beach Town Center Apartments V LLC Boynton Beach Town Center Apartments VI LLC Boynton Beach Town Center Apartments VII LLC Boynton Beach Town Center Apartments VIII LLC and • Boynton Beach Town Center Apartments IX LLC,each a Florida limited liability company By: kviIAA Name: .:be v antor Title: Manager of each of the above entities 33874.0005 54087591 v2 Cla 1'420230163801 OR BK. 34305 PG 914 ):44-PM PARKING LEASE AG U i:''Ach ,,.Bir;,k7�;3- 3. South Garage ,,:.,.z,}t.Abrr',:' r...� ,_�•: 1'c '_ 1.4 - '.':ic;i4-6pt's1 THIS PARKING LEASE AGREEMENT (the "Agreement") is entered into this day ofd'► t 2023, by and between BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company("Owner"), and CITY OF BOYNTON BEACH ("City"). WITNESSETH: WHEREAS, Owner owns certain real property in Boynton Beach, Florida, as more particularly depicted on the attached Exhibit "A", together with all rights, easements and appurtenances belonging or in any way pertaining thereto, and all improvements to be constructed thereon, including without limitation certain buildings, and a parking garage commonly known Garage South(the "Garage") (collectively,the"Property"); and WHEREAS, Owner, itself or through an affiliate thereof, and City have entered into a Development Agreement of even date herewith (the "Development Agreement") governing, among other things,development of the Garage,and Owner's obligations to commence construction thereunder; and WHEREAS,pursuant to the Development Agreement and that certain City-approved master plan attached hereto as Exhibit"B"(the"Master Plan"),the Garage contemplated for construction on the Property is anticipated to contain a total of approximately 1026 parking spaces; and WHEREAS, pursuant to that certain Parking Allocation attached hereto as Exhibit "C" ("Parking Allocation"), the approximately 983 parking spaces in the Garage shall be allocated as follows: a. 236 parking spaces which are being leased by Owner to City pursuant and subject to the terms and conditions in this Agreement(the"City Spaces"). b. 747 parking spaces which are not being leased to City and are reserved by Owner for the exclusive use of its residential and commercial tenants, as depicted in the Parking Allocation as "Residential and Guest" and "Commercial" (together the "Owner Controlled Spaces"; the City Spaces and the Owner Controlled Spaces are referred to hereinafter together as"All Spaces"); and WHEREAS, Owner desires to lease the City Spaces to City,upon the terms and conditions set forth herein; and WHEREAS, once constructed, the Garage will provide required parking for certain City buildings and facilities; 01889373-2 52983123_1 1 WHEREAS,pursuant to the Master Plan,Owner plans to construct a second parking garage ("North Garage"); and WHEREAS,simultaneous with the execution of this Agreement the parties intend to execute a substantially similar parking lease agreement for parking spaces in the North Garage; NOW,THEREFORE,in consideration of their mutual promises, covenants and intending to be legally bound,the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Construction of Garage. The Garage will be constructed pursuant to the terms and conditions of the Master Plan and the Development Agreement and any development orders issued for the Garage. 3. Lease of City Spaces. Owner hereby leases to City and City hereby leases from Owner, pursuant and subject to the terms and conditions of this Agreement, the City Spaces, together with the nonexclusive use, in common with others entitled thereto,of the Common Areas, for the purpose of accessing and using the City Spaces. As constructed and installed, the City Spaces shall be located within the areas designated as the City Spaces in the site plan to be submitted to City for its approval, provided that such spaces shall be on the same levels of the Garage as depicted on the drawing attached hereto as Exhibit"D" (the remaining levels of the Garage being reserved for the Owner Controlled Spaces). The parties understand that the attached Exhibit "D" is for illustrative purposes only,remains subject to site plan review, and nothing in this Agreement shall be deemed a site plan approval or relieve Owner of its obligations to obtain the same. Notwithstanding illustrative nature of Exhibit"D,"the 237 City Spaces shall be as follows, subject to the terms herein: a. 171 parking spaces shall be designated"Exclusive City Spaces,"which shall be for the exclusive use of the City 24 hours a day, 7 days a week.The Exclusive City Spaces shall be located no higher in the Garage than the ramp located between the mezzanine and g second level of the Garage. No more than 10%of the Exclusive Parking Spaces may be compact spaces and no more than 1% of the Exclusive Parking Spaces may be motorcycle spaces. b. 65 City Spaces shall be designated"Nonexclusive City Spaces,"which shall be for the exclusive use of the City between the hours of 7:30 am to 6:30 pm, Monday through Friday (the "City Control Hours"). Except during the City Control Hours, the Nonexclusive City Spaces shall be used on a first-come, first-served basis and Owner may utilize the Nonexclusive City Spaces for other parking purposes, including commercial parking and residential parking; provided however,that Owner's use of the Nonexclusive Parking Spaces shall not be counted towards required parking for Owner's residential and commercial tenants for site planning purposes. Owner may not tow or boot vehicles from the Nonexclusive City Spaces solely because the City Control Hours have expired. No more than 10% of the Nonexclusive Parking Spaces may be compact 01889373-2 529831231 2 spaces and no more than 1% of the Nonexclusive Parking Spaces may be motorcycle spaces. c. During the site planning process,the parties may agree to swap the location of a portion of the City Spaces with certain of those spaces depicted as "commercial spaces" on Exhibit"D." 4. Owner Controlled Spaces. Owner shall have the absolute right to use and control the Owner Controlled Spaces for the purpose of providing parking for its residential and commercial tenants on an exclusive basis, pursuant to rules and regulations binding such tenants as determined by Owner from time to time in its sole discretion,notwithstanding anything in this Agreement to the contrary (provided such rules and regulations shall not materially affect the use of or access to the City Spaces and are in compliance with all applicable city, state,and federal ordinances,laws,rules, and regulations). Further, Owner shall have the right to install a gate or other mechanism within the Garage,to be installed,modified,replaced,repaired and maintained at Owner's sole cost,which shall restrict access to the Owner Controlled Spaces as deemed appropriate by Owner in its sole and absolute discretion (the "Gate"); it being understood and agreed that the Owner Controlled Spaces are intended and reserved exclusively for the use and enjoyment of Owner's tenants, are not being leased to City, and City shall have no rights (possessory or otherwise) with respect thereto (except to enforce Owner's express obligations hereunder if necessary). Notwithstanding the foregoing, Owner's installation, maintenance, modification, replacement and repair of the Gate shall not materially interfere with City's and the public's use of the City Spaces, and all such work shall be performed in accordance with all Legal Requirements. In the event that City and Owner later agree that certain City Spaces may be located behind a Gate,such agreement shall be expressly conditioned on the understanding that the Owner may not deny the City(or City's designee, if any)access to the City Spaces behind the Gate for any reason whatsoever(it being understood that such City Spaces may be located behind the Gate,but the City(or its designee)shall at all times have continuous and uninterrupted access (via a gate fob, "clicker"or otherwise)through the Gate to and from such City Spaces). Additionally,Owner shall have the right,from time to time,alter or modify the use,design or structure (or any combination thereof) of that portion of the Garage comprising the Owner Controlled Spaces and the Common Area appurtenant thereto(the"Owner Alteration"),provided(i) Owner obtains all necessary permits and approvals for the applicable governmental authorities, (ii) the Owner Alteration, including alteration of the Common Areas appurtenant to such Owner Controlled Spaces, shall not disturb the City Spaces or the use thereof (as permitted in this Agreement). 5. Management of Garage. Owner, itself or through an affiliate or management company designated by Owner in its sole discretion, shall operate and maintain the Garage as a first-class facility and shall,in such capacity,among other things,assess City its Proportionate Share of Operating Expenses pursuant to Section 9 below. Notwithstanding the foregoing, however, if any portion of the City Spaces (or the Common Areas appurtenant thereto) are subject to any interference, action, condition, material waste or damage not caused solely by Owner, its agents, contractors, tenants or designees and which, in Owner's reasonable discretion, (i) impedes or restricts access to the Common Areas and/or Owner Controlled Spaces (ii) creates a visual, audial or other nuisance, (iii) violates any applicable laws or codes which violations can be lawfully 01889373-2 52983123_1 3 remediated by Owner, (iv) violates the any of the Rules and Regulations (defined below) or (v) otherwise causes the Garage to be less than a "first-class" facility (any of the foregoing, a "Violation"), then Owner shall have the right to tow or boot vehicles, perform extra cleaning or maintenance,contact the appropriate authorities,replace or repair damage or take such other action as Owner reasonably believes is necessary to remedy such violation and City shall reimburse Owner's actual charges therefor within forty-five(45)days of delivery of an invoice with reasonable detail. Reimbursement for any such Violation shall be in addition to any Operating Expenses for which City is otherwise responsible. Owner shall have the right, but not the obligation, to create reasonable rules and regulations for use of the Garage ("Rules and Regulations") which shall be uniformly applied in a non-discriminatory manner and shall be effective upon delivery of a copy thereof to City;provided however,that any such Rules and Regulations shall not impede or disrupt the City's rights under this Agreement (including the City's rights to use and access the City Spaces), and including the right to park vehicles in the Exclusive City Spaces during hurricanes or other natural disasters. The Owner shall operate the Garage in compliance with all applicable laws, ordinances, regulations, codes or orders of the United States, the State of Florida, county, and/or city or other applicable governmental subdivisions where the Garage is located. Owner shall comply with all such laws, ordinances, regulations, codes and orders now in effect or hereafter enacted or passed during the Term. 6. Term and Commencement of Term. This Agreement shall be in full force and effect from the date of the issuance of the final Certificate of Occupancy(or equivalent certification) for the Garage ("Effective Date"). The term of the Agreement ("Term") shall commence on the date first written above. Unless sooner terminated pursuant to the terms of this Agreement,the Term shall continue from the Commencement Date for a period of one hundred(100)years and shall terminate at midnight on the last day of the one hundredth (100th) Lease Year (as hereinafter defined) ("Expiration Date"). 7. Rent and Expenses. (a) Pursuant to the Development Agreement, City has provided consideration to Owner for the use of the City Spaces for the Term set forth herein,the sufficiency of which Owner hereby acknowledges. (b) The City shall pay its Proportionate Share of the Operating Expenses (as defined in Section 9)related to the maintenance and operation of the Garage. 8. Sales Tax Exemption. Notwithstanding anything to the contrary set forth in this Agreement, so long as City obtains and provides a true, correct, and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Owner contemporaneously with City's execution and delivery of this Agreement,City shall be exempted from paying sales tax (from which it is so exempt)under this Agreement. City shall,not later than thirty(30)days before the end of each calendar year throughout the Term provide to Owner an updated sales tax exemption certificate from the Florida Department of Revenue to establish City's exemption from sales tax for the upcoming year. In the event that,at any time during the Term,City 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 City under this Agreement for any reason whatsoever, then City shall be liable for all sales taxes due under this 01889373-2 52983123_1 4 Agreement and shall promptly remit same to Owner. City may, upon written notice to Owner, request that Owner contest any such taxes, assessments and other charges that City reasonably determines,in its good faith judgment,are not appropriate or applicable. Owner may elect,but shall not be obligated, to accept any request by City to contest such taxes, assessments and/or other charges. In the event Owner elects to accept City's request,City shall reimburse Owner for all actual costs and expenses incurred by Owner in connection with contesting such taxes,assessments and/or other charges on City's behalf(including, without limitation, reasonable attorneys' fees) within thirty (30) days of Owner's written demand therefor. Notwithstanding any pending tax or assessment contest,City shall be obligated to pay,when and as due under this Agreement,all taxes, assessments or other charges so contested. City's obligation to pay any taxes, assessments and/or other charges under this Agreement shall not be contingent upon the resolution of any such tax contest. Owner shall provide the City with a credit for all taxes, assessments and other charges which are awarded to Owner in such tax contest to the extent applicable to City's Proportionate Share. 9. Expenses. (a) Definitions. For purposes of this Agreement,the following terms shall have the meanings set forth below: (i) "City's Proportionate Share of Operating Expenses" shall be calculated as follows: the City shall be charged 100% of the Operating Expenses associated with the Exclusive City Spaces, which shall be calculated by dividing the number of Exclusive City Spaces by the number of total Garage spaces, then multiplying the resulting number by the total Operating Expenses of the Garage. The City shall also be charged 33%of the Operating Expenses associated with the Nonexclusive City Spaces, which shall be calculated by dividing the number of Nonexclusive City Spaces by the number of total Garage spaces, which resulting amount shall be multiplied by.33,which shall then be multiplied by the Operating Expenses of the Garage. The multiplier.33 is determined by dividing the number of hours the City will control the Nonexclusive City Spaces during one week by 168 and rounding to the nearest two decimal places. The Operating Expenses of the Exclusive City Spaces shall be added to the Operating Expenses of the Nonexclusive Spaces to determine the City's Proportionate Share of Operating Expenses. Figure 1,below, contains a mathematical illustration of the calculation described in this Section 9(a)(i). 01889373-2 52983123_1 5 Figure 1: City's Proportionate Share of Operating Expenses Calculation Number of Exclusive City Spaces Operating Expenses for Exclusive x Operating Expenses = City Spaces Number of Total Garage Spaces Number of Nonexclusive City Spaces Operating Expenses for Nonexclusive x 33 x Operating Expenses = City Spaces Number of Total Garage Spaces Operating Expenses for Operating Expenses for = City's Proportionate Share of Exclusive City Spaces + Nonexclusive City Spaces Operating Expenses At present,the parties anticipate that the City's Proportionate Share of Operating Expenses shall be 19.57%of the total Operating Expenses of the Garage. (ii) "Commencement Date" shall mean that "Commencement Date" as set forth in that certain Confirmation of Commencement Date completed and executed by City and Owner on the form attached as Exhibit "E" hereto. Upon the issuance of a final certificate of occupancy for the Garage (or upon another milestone agreed in writing by Owner and City), then Owner and City shall promptly execute the Confirmation of Commencement Date with the applicable date of issuance of such certificate of occupancy(or other agreed date)inserted as the Commencement Date. (iii) "Common Areas" shall mean all areas located within the Garage excluding the actual parking spaces comprising All Spaces. To avoid confusion, Common Areas shall include all utilities, drainage, driveways, structures, elevators, ductwork, risers, decoration (including, without limitation, artwork), landscaping, ramps and all other portions of the Garage, including,without limitation, those Common Areas which serve the Garage and/or All Spaces. (iv) "Lease Year" shall mean the following time periods: the first Lease Year shall commence upon the Commencement Date and end on December 31;and each Lease Year thereafter shall commence upon January 1 after the end of the prior Lease Year, and shall end on 01889373-2 52983123_1 6 December 31 of that year. Any calculations based on the first Lease Year and last Lease Year shall be prorated accordingly. (v) "Operating Expenses"shall mean all costs and expenses which Owner actually incurs for operating, maintaining and repairing the Garage, the parking areas (including, without limitation, All Spaces), and the Common Areas. Operating Expenses shall include the following with respect to the Garage and Owner and any manager or operator engaged to manage the Garage and others engaged in the operation, maintenance and repair thereof: (a) market rate management fees, including, to the extent permitted under the applicable management contract, employee compensation, benefits and taxes; (b) all charges for water, sewer, electricity and other utilities and services which are not separately metered,pest control,and rubbish removal,and taxes thereon; (c) the cost of all supplies, tools, materials and equipment; (d) the cost of repairs, maintenance, alterations, replacements and painting; the cost of cleaning, maintenance and landscaping of Common Areas and window cleaning; (e) the cost of capital improvements to any portion of the Garage;(f)all taxes and assessments(including,without limitation,real estate taxes); (g) insurance costs; and (h) all other costs customarily treated as operating expenses or taxes in buildings of this nature. Operating Expenses do not include salary,benefits,or bonuses of Owner's employees or officers employed by Owner or any subsidiary of Owner or entity related to Owner; or other expenses not directly related to the operation of the Garage.Notwithstanding the foregoing, the City shall not be required to pay taxes and assessments from which it is lawfully exempt, and in the event Owner receives any reduction in taxes or assessments owed or paid,which reduction can be verified as resulting directly from the City's status as a governmental entity, such savings shall be passed directly on to the City. Any Operating Expenses associated solely with the Owner Controlled Spaces shall not be included in the calculation of City's Proportionate Share of Operating Expenses. (vi) Rights. City acknowledges that Owner shall have the right to install facilities within the Common Areas for the benefit of the Garage and to perform services for the benefit of the Garage,of Owner,of Owner's tenants,and of the licensees,employees,customers,visitors and invitees of the Garage,and to pass through to the City its proportionate share of the costs of operating, maintaining and insuring such facilities and performing such services, which may include, without limitation, additional security, trash compaction and disposal, litter control, and landscape maintenance of the Garage. Owner's costs of operating, maintaining and insuring any such facilities and providing any such services for the benefit of the Garage as a whole, as well as all costs passed through to Owner by the City or incurred directly by Owner for operating,maintaining and insuring the Common Areas, as well as all other costs incurred by Owner in connection with administering, operating,maintaining and insuring the Garage,shall be included,in proportionate share,in Operating Expenses for purposes hereof. Notwithstanding anything to the contrary in this Agreement, to the extent that any material improvements to the Garage contemplated by Owner directly affect the City Spaces or City's right to the use of the City Spaces,Owner shall be required to obtain the prior written consent of City, which consent shall not be unreasonably withheld, delayed or conditioned by City, and City shall be responsible for City's Proportionate Share of Operating Expenses with respect to such improvements. However,to the extent that any improvements to the Garage only: (A) Affect the City Spaces or City's right to the use of the City Spaces under this Agreement, City shall be solely responsible for all costs of construction, installation, maintenance, repair, and replacement of such improvements; and 01889373-2 52983123_1 7 (B) Affect the Owner Controlled Spaces or Owner's right to the use of the Owner Controlled Spaces under this Agreement, then Owner shall be solely responsible for all costs of construction, installation,maintenance, repair, and replacement of such improvements. (b) Payment of City's Proportionate Share. Commencing as of the Effective Date, City agrees to pay to Owner,in accordance with the methodology set forth in Section 9(a)(i), the City's Proportionate Share of Operating Expenses (prorated for any partial Lease Year at the beginning or end of the Term). (c) Estimate. For each Lease Year during the Term, Owner shall supply City with an estimate of the City's Proportionate Share of Operating Expenses ("Owner's Estimated Expense Computation")for such Lease Year.City shall pay to Owner on the first day of each month during the Lease Year one-twelfth (1/12) of Owner's Estimated Expense Computation. For each Lease Year during the Term, Owner shall notify City of the actual annualized Operating Expenses for the Lease Year just concluded("Owner's Actual Expense Computation").Owner's Actual Expense Computation shall be prorated for any fraction of a Lease Year in which the Term begins or ends. If the Owner's Estimated Expense Computation paid by City to Owner with regard to any Lease Year is less than the Owner's Actual Expense Computation with regard to the same Lease Year,the amount of such shortfall shall be taken into account in calculating the Owner's Estimated Expense Computation for the following Lease Year(and shall thereby increase the following Lease Year's estimated payments by the amount of such shortfall). If the portion of the Owner's Estimated Expense Computation paid by City to Owner with regard to any Lease Year exceeds the Owner's Actual Expense Computation with regard to the same Lease Year, the excess shall be taken into account in calculating the Owner's Estimated Expense Computation for the following Lease Year (and shall thereby decrease the following Lease Year's estimated payments by the amount of such excess). (d) Right to Audit. City shall have the right, at its sole cost and expense, within sixty(60) days from receipt of Owner's Actual Expense Computation, to audit or have its appointed accountant audit Owner's records related to Owner's Actual Expense Computation,provided any such audit may not occur more frequently than once during each Lease Year occurring during the term of the Agreement. City must raise any objection to any item contained within the Owner's Actual Expense Computation by providing written notice of such objection to Owner within thirty(30)days after its completion of the audit of Owner's records. If City has paid in excess of its Proportionate Share of Operating Expenses, then Owner will immediately adjust the Estimated Expense Computation to take into account the amount of the overpayment. (e) Changes to Common Areas. City acknowledges that (subject to applicable laws,codes and ordinances)the Owner has the right to: change or modify and add to or subtract from the sizes, locations, shapes and arrangements of parking areas, entrances, exits, parking aisle alignments, lighting, landscaping, and other Common Areas and Common Area improvements and facilities located within the Garage; establish and, from time to time, change the level or grade of parking surfaces and do and perform such other acts in and to Common Areas as Owner, in its sole discretion, deems advisable. Notwithstanding the foregoing, except as required by applicable law, Owner will not modify or rearrange the City Spaces without the prior written consent of City,which consent shall not be unreasonably withheld,conditioned,or delayed. In no case shall the City Spaces 01889373-2 52983123_1 8 be moved to a higher level than depicted on Exhibit"D"unless expressly consented to by the City in its sole discretion. (f) Demolition of Garage. After 30 years from the Effective Date, the Owner has the right to demolish the garage and construct new parking garage improvements on the Property; provided however that Owner may exercise such right only if the following conditions are met: (A)Except in cases where immediate demolition is required to protect public health or provide public safety, Owner shall provide the City at least one year's advance written notice of such demolition; (B)Owner must obtain,at its sole expense,all necessary approvals and permits; (C) Owner must, at its sole expense, provide to City parking in a substantially equivalent amount of parking spaces in an alternative location and with the same rights to use, occupy, manage,charge for(meter),and tow temporarily during the demolition and construction of the new parking garage. In the event the temporary parking provided is more than.25 miles from the entrance to City Hall, Owner shall provide,at its sole expense,shuttle service not less than once per hour and for which the average shuttle trip time does not exceed 15 minutes;and (D)Upon completion of the new parking garage,this Agreement shall remain in full force and effect and Developer and City shall recognize the new parking garage as the Garage. In the event Developer exercises its right to demolish the Garage,the City may,in its sole discretion, elect(x)to terminate this Agreement instead of accepting alternative parking arrangements, or(y)to allow the Agreement to remain in full force and effect but provide its own alternative parking arrangements,during which City shall not pay any fees or costs of any kind to Owner. 10. Late Charge and Default Interest. Any payment owed by City not received within thirty(30) calendar days of the date due shall bear an administrative late charge of Twenty-Five and 00/100 Dollars($25.00) and shall bear interest at ten(10%)per annum. If any check given to Owner for any payment under this Agreement is dishonored, for any reason whatsoever not attributable to Owner, in addition to all other remedies available to Owner, at Owner's option, all future payments from City shall be made by Cashier's Check drawn on a bank located in the Palm Beach County or by wire transfer to Owner's account. 11. Payment of Utilities. Subject to reimbursement by City as part of the Operating Expenses,Owner shall provide and pay for any electrical or other utility services required to operate the City Spaces. Owner makes no warranty or representation as to the quality or capacity of utility service to the City Spaces. 12. Use of City Spaces. (a) City shall use the City Spaces solely for the parking of motor vehicles and for no other purpose. The City may, in its sole discretion, allow the general public to park in all, some, or none of(i) the Exclusive City Spaces at all times and (ii) the Nonexclusive City Spaces only during the City Controlled Hours. 01889373-2 52983123_1 9 (b) City acknowledges that all parking in the Garage is currently on a self-parking basis.City covenants and agrees that notwithstanding anything in Section 5 above or otherwise in this Agreement to the contrary, Owner shall have no obligation, liability, or responsibility to City should the City Spaces be occupied at any time or times by vehicles not so authorized or directed by Owner. (c) During the Term of this Agreement, City, at its sole expense, shall have the right to install or otherwise designate(via paint or other approved format) and maintain appropriate signage of the City Spaces, including signage indicating that the Exclusive City Spaces are for the sole use of City,that the Nonexclusive Spaces are for the sole use of the City during the City Control Hours, and that violators will be subject to towing at the violators' expense. Any signage that City intends to be installed shall first be submitted to Owner for its review and approval which shall not be unreasonably withheld, conditioned, or delayed. City, at its sole cost and expense, shall prior to installation of signage,obtain all required governmental,quasi-governmental, and other permits and approvals. (d) During the Term of this Agreement,City,at its sole expense,shall have the right to install and maintain metered parking equipment and such other equipment and facilities as are necessary in connection with allowing the public use of all or any portion of the City Spaces in the ordinary course,whether with or without charge,on an hourly or daily basis. Any equipment that City intends to be installed shall first be submitted to Owner for its review and approval, which approval shall not be unreasonably withheld,conditioned,or delayed provided that such installation will comply with applicable law and will not materially impact the structural integrity of the Garage,any electrical or other systems in the Garage,or otherwise have any material adverse impact upon the Garage or its use and operation.City,at its sole cost and expense,shall,prior to installation of such equipment,obtain all required governmental, quasi-governmental, and other permits and approvals. City shall be responsible for all costs of installation,maintenance, and repair of such equipment and facilities, and shall coordinate same with Owner and any third-party manager of the Garage at no expense to Owner or such third-party manager; City shall be entitled to all revenue resulting from such use of the City Spaces, and such amounts shall either be collected by or paid to City, or if collected by Owner or any third-party manager, shall be paid to City or, at the option of the City in its sole discretion, applied to reduce City's obligations with respect to City's Proportionate Share of Operating Expenses. If City should elect to have metered parking equipment installed for its facilities during the initial construction or at any time thereafter, City shall pay for and/or reimburse Owner for the total construction cost for the additional metered parking equipment. (e) City, at its sole expense, may also contract with a duly licensed towing company to service the City Spaces and to enforce the signage described in Section 12(c), above. If City elects to contract with such a towing company, City shall promptly furnish Owner with a copy of its written contract with the towing company, and shall require the towing company to furnish insurance in connection with its services in a form and in amounts reasonably required by the Owner, and such insurance shall name the Owner as an additional insured. (0 City, at its sole expense, may also contract with a management company to operate the City Spaces or any aspect thereof,including metering,charging,maintenance, signage, and other aspects. Such manager shall reasonably coordinate with Owner and any manager employed by Owner for the operation of the Garage. This Section 12(f) shall not interfere with or 01889373-2 52983123_1 10 reduce the Owner's rights pursuant to Sections 5 and 9 of this Agreement,including but not limited to the right to pass through to the City its proportionate share of the costs of operating the Garage. (g) City covenants that, during the Term, no part of the City Spaces shall be used in any manner whatsoever for any purposes other than as set forth in this Section 12 or in violation of the laws, ordinances, regulations, codes or orders of the United States, the State of Florida, county, and/or city or other applicable governmental subdivisions where the City Spaces are located.City shall comply with all such laws,ordinances,regulations,codes and orders now in effect or hereafter enacted or passed during the Term insofar as the City Spaces and any signs of the City are concerned (collectively, "Legal Requirements"). (h) The City Control Hours have been determined based on the operating hours of the City's facilities. In the event the such operating hours change, the City may request that Owner agree to modify the City Control Hours accordingly, which agreement shall not be unreasonably withheld, conditioned, or delayed, and in which case the City's Proportionate Share of Operating Expenses shall be adjusted accordingly. 13. City's Insurance. City may elect to self-insure against certain risks, including certain risks related to City's rights under this Agreement and to City's occupation or use of the City Spaces. City shall keep Owner reasonably apprised of any material changes to its self-insurance program(e.g., any current action or planned actions to make significant increases or decreases in the reserves for such purpose or to modify the source or method of replenishment of such reserves). Notwithstanding the foregoing, to the extent that City obtains any insurance policy from a private insurer (rather than a governmental insurance pooling arrangement or other self-insurance method), City, at its sole cost, shall maintain such coverages with admitted insurers authorized to do business in the State of Florida and which are rated "A-/VIII"or equivalent in Best's Key Rating Guide,or any successor thereto(or if there is none, a rating organization having a national reputation); City shall provide to Owner a copy of each such policy or a certificate of insurance prior to the Commencement Date(or if City later elects to obtain insurance in lieu of self-insurance, then City shall immediately notify Owner in writing of such election and provide a certificate of insurance which conforms to the requirements of this Section). If permitted by the insurer or the terms of City's insurance pooling arrangement or other self-insurance method,any policy of insurance maintained by City in connection with the Garage shall name Owner as an additional insured, and if required by any mortgagee, shall name such mortgagee as additional insured. Furthermore,any policy of insurance maintained by City in connection with the Garage shall provide that written notice shall be given to all insured parties, additional insured parties, and holders of certificates of insurance at least thirty (30) days prior to suspension, cancellation, termination, modification, non-renewal or lapse or material change of coverage. Subject to applicable law, in no event shall the limits of any insurance policies (or City's election to self-insure as to any risks in connection with the Garage)limit the liability of City under this Agreement. 14. Waiver of Claims. Except for claims arising from Owner's intentional or negligent acts that are not covered by City's insurance required by this Agreement, subject to applicable law, City or any party claiming through City (or both) (collectively, "City Parties") hereby waives all claims against Owner and Owner's members,and each of their respective members,managers,officers, agents,employees,and independent contractors(collectively, "Owner Parties")for injury or death to persons,or damage to property or to any other interest of any of the City Parties,resulting from:(i)any occurrence in or upon the Garage; (ii) wind, rain, hurricane, flooding, fire, explosion, hail, or other 01889373-2 52983123_1 11 casualty or act of God; and (iii) vandalism, assault, battery, malicious mischief, theft or other acts or omissions of any third parties not caused by Owner's failure to operate the Garage in all material respects as required by this Agreement. 15. Indemnification by City.Subject to applicable law,City shall indemnify,defend,and hold harmless Owner and Owner's members, and each of their respective members, managers, employees, independent contractors, attorneys, and agents, and each of their respective heirs, representatives, successors and assigns, from and against any and all claims, expenses, damages and liabilities of every kind and nature whatsoever including,without limitation,reasonable attorneys'fees, court costs,litigation expenses,and penalties,arising out of,caused by,or related to the use of the City Spaces by City and its employees,independent contractors,invitees,or agents,and the conduct and/or actions of any of City's employees,independent contractors,invitees,guests,or agents relating thereto up to the amount specified in Section 768.28, Florida Statutes, whether such claim lie in indemnity, contract,tort,or otherwise. This Section 15 shall survive the termination of the Agreement. 16. Indemnification by Owner.Owner(and Owner's heirs,successors,and assigns)shall indemnify,defend, and hold harmless City and City's managers, employees, independent contractors, attorneys, and agents,and each of their respective heirs,representatives, successors and assigns,from and against any and all claims,expenses,damages and liabilities of every kind and nature whatsoever including,without limitation,reasonable attorneys'fees,court costs,litigation expenses,and penalties, arising out of, caused by, or related to any acts of negligence or intentional misconduct by Owner or any of its employees,independent contractors,invitees,guests,or agents.This Section 16 shall survive the termination of the Agreement. 17. Events of Default by City.Upon the happening of one or more of the following events ("Event of Default"),Owner shall have any and all rights and remedies hereinafter set forth: (a) if City shall fail to pay any sum due from City to Owner within forty-five days (45) calendar days after City receives written notice of the failure to pay after the payment is due; (b) if City attempts to transfer its rights under this Agreement without Owner's prior written consent including any attempt to assign this Agreement or sublease all or any portion of the City Spaces without Owner's prior written consent; (c) if City violates any other material term, condition, or covenant in this Agreement which is to be performed by City, and fails to remedy the same within ninety(90)days after written notice of the default is given by Owner to City. Such written notice shall give reasonable detail as to the nature and extent of the default and identify the Agreement provisions containing the obligations. If the default cannot reasonably be cured within ninety (90) days, City shall not be in default of this Agreement if City,during said ninety(90)day period, commences to cure the default and diligently continues in good faith to cure the default until completion. 18. Remedies of Owner. 01889373-2 52983123_1 12 (a) If any monetary Event of Default by City occurs, then, in addition to any other remedies of Owner,Owner shall have Owner shall have the right to bring an action to recover all sums due, which may include an action for revenues generated by the City Spaces (including, if necessary, court selection of a receiver)to be paid to Owner up to the amount owed. (b) If any Event of Default by City occurs,in addition to or instead of the remedies described in this Agreement, Owner may exercise any right or remedy now or hereafter existing at law or in equity or by statute. (c) If any Event of Default by City occurs, Owner, in addition to other rights and remedies it may have,shall have the right to remove all personal property,including signage,from the City Spaces and any property removed may be stored in any public warehouse or elsewhere at the cost of,and for the account of City,and Owner shall not be responsible for the care or safekeeping thereof whether in transport, storage or otherwise, and City hereby waives any and all claims against Owner for loss,destruction and/or damage or injury which may be occasioned by any of the aforesaid acts. Any amounts which may be due Owner shall include any costs,expenses,or any other amounts payable pursuant to this Agreement. (d) If City fails to maintain any insurance required by law, Owner shall have the right to force-place such insurance with respect to the City's rights under this Agreement or to add City as an additional insured under a policy of Owner's as to City's rights under this Agreement,and Owner shall have the right to charge City for any amounts required to purchase such insurance (or to be reimbursed for such amounts). (e) Any and all rights,remedies and options given in this Agreement to Owner shall be cumulative and in addition to and without waiver of,or in derogation of,any right or remedy under this Agreement or provided under any law now or hereafter in effect. (f) No cure periods shall apply to any emergencies or to failure to maintain and furnish insurance. (g) It is expressly understood that the remedies provided in the Event of Default by the City shall be in the form of damages or equitable relief, which may include, specific performance, and injunctive relief(it being understood monetary damages may not be a sufficient remedy for City's default hereunder), and shall not result in termination of this Agreement. 19. Event of Default by Owner. Owner shall be in default of this Agreement("Owner Event of Default")if it fails to perform any provision of this Agreement that it is obligated to perform, and if the failure to perform is not cured within ninety(90)days of written notice of the default from City to Owner.Such written notice shall give reasonable detail as to the nature and extent of the default and identify the Agreement provisions containing the obligations. If the default cannot reasonably be cured within ninety(90)days,Owner shall not be in default of this Agreement if Owner,during such ninety(90) day period, commences to cure the default and diligently continues in good faith to cure the default until completion. 01889373-2 52983123_1 13 20. Remedies of City.If Owner shall have failed to cure any Owner Event of Default,after applicable written notice and opportunity to cure, City may terminate this Agreement, may seek damages or specific performance,which may include injunctive relief,and may exercise any right or remedy now or hereafter existing at law or in equity or by statute. 21. Non-Waiver. Any failure of either party to insist upon strict performance of any part or provision of the Agreement shall not be deemed a waiver, and shall not waive or diminish such party's right thereafter to demand strict compliance therewith or any other provision and shall not prejudice or affect such party's rights in event of a subsequent default. Except as otherwise provided in this Agreement, each party's rights and remedies under this Agreement are cumulative. No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. 22. No Assignment or Sublease/Change in Ownership. (a) City may not assign this Agreement in whole or in part,nor sublease all or any portion of the City Spaces, without the prior written consent of Owner in each instance, which consent shall be at Owner's sole discretion; provided, however, that the foregoing shall not prohibit the City from allowing public use of all or any portion of the City Spaces in the ordinary course, whether with or without charge,on an hourly or daily basis.The consent by Owner to any assignment or sublease shall not constitute a waiver of the necessity for such consent to any subsequent assignment or sublease. No assignment, sublease, occupancy or collection shall be deemed acceptance of the assignee, sub-lessee, or occupant, or as a release of City from the further performance by City of the covenants on the part of City herein contained.Despite Owner's consent to an assignment or sublease, City shall remain fully liable on this Agreement and shall not be released from performing any of the terms, covenants and conditions hereof or any rent or other sums to be paid hereunder unless otherwise expressly consented to by Owner in its sole discretion. Any attempted assignment or sublease without Owner's prior written consent shall be void and shall constitute an Event of Default. (b) City acknowledges and agrees that, subject to the terms of this Agreement, any and all right and interest of Owner in and to the City Spaces and the Property, and all right and interest of Owner in this Agreement, may be conveyed or assigned at the sole discretion of Owner at any time provided such conveyance or assignment is of the whole Agreement and the party conveyed or assigned to is recognized as Owner under this Agreement. (c) If Owner, in its sole and absolute discretion, consents to an assignment or sublease of all or any portion of the City Spaces,the form of such documents shall be as acceptable to Owner in its sole and absolute discretion. 23. Subordination and Attornment. (a) From time to time, Owner may request the City to subordinate its rights hereunder to mortgage or other method of financing or refinancing through a subordination, non- disturbance,and attomment agreement("SNDA").Any subordination must be effectuated through an SNDA reasonably acceptable to the City so as to ensure the City's rights under this Agreement are continued without interruption for the Term of this Agreement. So long as the above-described 01889373-2 52983123_1 14 conditions are met and the City has adequate assurances this Agreement will not be disturbed,the City shall approve of the SNDA. So long as such request is received more than 10 days before a City Commission meeting,the SNDA shall be placed on the next City Commission agenda,and if received less than 10 days before the next City Commission meeting,shall be placed on the agenda of the next available regularly scheduled meeting. Further, the City and Owner agree to work together with reasonable diligence and in good faith to create a standard form of SNDA to expedite such requests. (b) If any proceedings are brought for the foreclosure of, or if exercise of the power of sale occurs under, any mortgage covering the City Spaces and/or the Property; or if a deed is given in lieu of foreclosure of any such mortgage, City shall attorn to the purchaser, mortgagee, or grantee in lieu of foreclosure, upon any such foreclosure or sale or transfer in lieu of foreclosure, and recognize such purchaser, mortgagee, or grantee in lieu of foreclosure, as Owner under this Agreement. 24. Estoppel.Owner and City agree that each will,at any time and from time to time,within thirty(30)days following written notice by the other party hereto specifying that it is given under this Section 24, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying this Agreement is unmodified and in full force and effect(or if there have been modifications,that the same is in full force and effect and stating the modifications),and the date to which any payments due hereunder from City have been paid in advance,if any,and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant, agreement or condition contained in this Agreement, and if so, specifying each such default of which the maker may have knowledge. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section 24 within such thirty (30) day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Property or any part thereof or the City Spaces or this Agreement from or through the other party,that this Agreement is unmodified and in full force and effect and that such amounts have been duly and fully paid to and including the respective due dates immediately preceding the date of such notice and shall constitute,as to any person entitled as aforesaid to rely upon such statements,waiver of any defaults which may exist prior to the date of such notice;provided,however that nothing contained in the provisions of this Section 24 shall constitute waiver by Owner of any default in payment of any amounts owed as of the date of such notice and,unless expressly consented to in writing by Owner,and City shall still remain liable for the same. 25. Right of Entry. Owner and Owner's agents may enter the Garage at all reasonable times to examine the City Spaces(as well as other portions of the Garage), and to show the Garage to prospective purchasers,mortgagees, or other interested parties, and to make such repairs, alterations, improvements or additions as Owner may deem necessary or desirable(including,without limitation, actions taken pursuant to Section 5 or 9 above), and Owner shall be allowed to take all material into and upon the City Spaces that may be required therefor without the same constituting a termination of or infringement upon City's rights in whole or in part, provided however that should such material remain in the City Spaces more than 3 calendar days the amounts payable to Owner shall be abated in proportion to the reasonably determined loss of use and access to the City Spaces while the repairs, alterations,improvements,or additions are being made. If City shall not be present to open and permit 01889373-2 52983123_1 15 entry into the City Spaces,at any time,when for any reason an entry will be necessary or permissible, Owner or Owner's agents may enter the same without in any manner affecting the obligations and covenants of this Agreement. 26. Hazardous Materials and Environmental Laws;Indemnity. City shall not cause or permit the City Spaces to be used for the generation,handling, storage, transportation, disposal or release of any Hazardous Materials except as specifically exempted or permitted under applicable Environmental Laws,and City shall not cause or permit the City Spaces or any activities conducted thereon to be in violation of any current and/or future applicable Environmental Laws. City agrees to indemnify, defend and hold Owner (and Owner's members, principals, affiliates, directors, officers, employees, mortgagees, ground Owners, heirs, successors and assigns,as applicable)harmless from and against any and all claims,losses,damages (including all foreseeable and unforeseeable consequential and incidental damages),liabilities,fines, penalties, charges, interest, administrative or judicial proceedings and orders,judgments, remedial action, requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, attorneys' fees and expenses at both trial and appellate levels), directly or indirectly resulting in whole or in part from the violation of any Environmental Laws applicable to any activity conducted thereon, and from any use, generation, handling,storage,transportation,disposal or release of Hazardous Materials at or in connection with the Garage and City's use thereof, or any contamination, detoxification, closure, cleanup or other remedial measure required under any Environmental Laws. This indemnity shall survive the full payment of charges under this Agreement and the expiration or earlier termination of this Agreement, and shall inure to the benefit of Owner and Owner's heirs, personal representatives, successors and assigns. As used herein, "Hazardous Materials" means: substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "toxic substances", "containments", or other pollution under applicable federal, state, commonwealth, county, municipal, or local laws, ordinances, codes, rules, regulations or orders now or hereafter in effect. As used herein "Environmental Laws" means: any applicable current federal, commonwealth, state, county, municipal, or local laws, ordinances, rules, codes, regulations, or orders pertaining to Hazardous Materials or industrial hygiene or environmental conditions. 27. Time of the Essence. Time is of the essence regarding the performance of every provision of this Agreement. 28. Limitation of Liability of Owner. Notwithstanding any provision to the contrary contained in this Agreement, City shall look solely to the estate and property of Owner(which term Owner,for the purposes of this Section 28 only includes any party with a real property interest in any portion the Property including a leasehold interest) in the event of any claim against Owner arising out of or in connection with this Agreement, the relationship of Owner and City, or City's use of the City Spaces, and City agrees that the liability of Owner arising out of or in connection with this Agreement, the relationship of Owner and City, or City's use of the City Spaces, shall be limited to such estate and property of Owner in and to the Property.No properties or assets of Owner other than 01889373.2 52983123_1 16 the estate and property of Owner in and to the Property, and no property owned by any affiliate of or member of Owner shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment(or other judicial process) or for the satisfaction of any other remedy of City arising out of or in connection with this Agreement,the relationship of Owner and City or City's use of the City Spaces. In the event of Owner bankruptcy, all City's rights under this Agreement (including the rights of use and access to the City Spaces, and amount and timing of payment) shall be considered appurtenant to the Property for the balance of the Term and shall be considered enforceable rights but may be subject to any limitation or subordination found in any SNDA entered into pursuant to Section 23(a)above. 29. Waiver of Jury Trial.OWNER AND CITY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THIS AGREEMENT, OR (II) CITY'S USE OF CITY SPACES AND THE GARAGE. THE WAIVERS SET FORTH IN THIS SECTION ARE MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY BY THE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO BOTH PARTIES IN AGREEING TO ENTER INTO THIS AGREEMENT. 30. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (a) when personally delivered; or (b) the next Business Day after being sent by reputable overnight express courier(charges prepaid); or (c) when received if by facsimile or e-mail transmission, so long as notice is concurrently provided to the parties to this Agreement by a method set forth in Section 30(a) or Section 30(b). Unless another address is specified in writing,notices,demands and communications to the parties shall be sent to the addresses indicated below: If to City: Dan Dugger, City Manager 100 E. Ocean Avenue Boynton Beach, FL 33435 Email: DuggerD@bbfl.us With a copy to: Michael Cirullo, Jr. Goren Cherof Doody and Ezrol, PA 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, FL 33308 MCirul lo@gorencherof.corn 01889373-2 52983123_1 17 Kathryn Rossmell Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Icrossmell@llw-law.com If to Owner: Jerneb Acquisition Corp. I dm Time Equities, Inc. 55 Fifth Avenue— 15th Floor New York,New York 10003 Attention: Robert Kantor and Robert Singer Email: rkantor(a,timeequities.com rsinger@timeequities.com With a copy to: Mark J. Lynn, Esq. Greenspoon Marder LLP 200 E. Broward Boulevard Suite 1800 Fort Lauderdale, FL 33301 e-mail: mark.lvnn@gmlaw.com If any party refuses to accept any attempted delivery of notice in any of the foregoing manners, then notice shall be deemed to have been delivered upon such refusal. Any party hereto shall have the right to change its address for notice if written notice is given to all other parties in accordance with the notice provisions hereof. 31. Miscellaneous. (a) Accord and Satisfaction.No payment by City or receipt by Owner of a lesser amount than the amount stipulated in this Agreement to be paid shall be deemed to be other than on account of the earliest stipulated payable amounts, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such amount or pursue any other remedy provided herein or by law. (b) Entire Agreement. This Agreement and the exhibits attached hereto and forming a part thereof as if fully set forth herein, constitute all covenants, promises, agreements, conditions and understandings between Owner and City concerning the City Spaces and there are no covenants, promises, conditions or understandings, either oral or written, between them other than are herein set forth. Neither Owner nor Owner's agents have made nor shall be bound to any representations with respect to the City Spaces except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Agreement. Except 01889373-2 52983123_1 18 as herein otherwise provided,no subsequent alteration,change or addition to this Agreement shall be binding upon Owner or City unless reduced to writing and signed by them. (c) Successors and Assigns. All rights, obligations, and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, legal representatives, and permitted successors and assigns of the said parties. No rights, however, shall inure to the benefit of any assignee of City unless the assignment to such assignee has been approved by Owner in writing as provided herein. Nothing contained in this Agreement shall in any manner restrict Owner's right to assign this Agreement and,in the event Owner sells its interest in the Property and the purchaser assumes Owner's obligations and covenants, Owner shall thereupon be relieved of all further obligations hereunder. (d) Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define,limit,construe,or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement. (e) Partial Invalidity. If any term,covenant or condition of this Agreement or the application thereof to any person or circumstances shall,to any extent,be invalid or unenforceable, the remainder of this Agreement the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term,covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (f) Construction of Language. Whenever in this. Agreement the context allows, the terms "Agreement," "Term" and "Term of this Agreement",or terms of similar import, shall be deemed to include all renewals,extension or modifications of this Agreement or the Term.The word "including" when used in this Agreement shall be deemed to mean "including,but not limited to," or"including without limitation."Whenever in this Agreement the context so requires,references to the masculine shall be deemed to include the feminine and the neuter,references to the neuter shall be deemed to include the masculine and the feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.The headings of sections or subsections in this Agreement are for convenience only and shall not be relevant for purposes of interpretation of this Agreement. This Agreement has been negotiated "at arm's length"by Owner and City, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Agreement.Therefore,this Agreement shall not be more strictly construed against either party by reason of the fact that one party may have drafted this Agreement. (g) Counterparts/ Electronic or Facsimile Signatures. This Agreement may be executed in several counterparts,each of which shall be deemed to be an original and which together shall constitute one and the same instrument.The electronic signature of any party hereto shall be as binding as the original signature of such party for all purposes;and the copy of any parties'signature to this Agreement delivered by facsimile, e-mail,or such other electronic means shall be as binding and enforceable as the parties'original signature to this Agreement. 01889373-2 52983123_1 19 (h) Governing Law/Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any action arising out of,or in connection to,this Agreement or between the parties hereto,shall be brought exclusively in the courts of Palm Beach County, Florida. (k) Relationship of Parties.Nothing contained in this Agreement shall be deemed or construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or co-venturers,or creating or establishing the relationship of a joint venture between Owner and City. The provisions hereof are for the exclusive benefit of the parties, and no other person or entity, including creditors of any party hereto, shall have any right or claim against any party by reason of those provisions or be entitled to enforce any of those provisions against any Party. (1) Agreement Subject to Covenants, Conditions, and Restrictions. City acknowledges and agrees that its rights hereunder are subject to, and subordinate to the declarations, covenants, conditions, restrictions, easements, and agreements of record as of the date of this Agreement. (m) Radon Gas Notification. 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 your county public health unit. (n) Sovereign Immunity. The parties agree that the City is a political subdivision of the State of Florida and therefore is entitled to sovereign immunity. Except as expressly provided herein,nothing in this Agreement shall be construed to require the City to indemnify Owner,or insure Owner for its negligence or to assume any liability for Owner. Further, any provision in this Agreement that requires the City to indemnify,hold harmless or defend Owner from liability for any other reason shall not alter the City's rights of sovereign immunity or extend the City's liability beyond the limits established in Section 768.28 of the Florida Statutes, as it may be amended from time to time.Nothing in this Agreement shall be deemed a waiver of the City's rights of sovereign immunity, and in no case shall the City's liability exceed the amount specified in Section 768.28, Florida Statutes,whether such claim lie in indemnity,contract,tort,or otherwise. (o) Recorded Document.The City shall record this Agreement or a memorandum thereof in the Public Records of Palm Beach County, Florida. [SIGNATURES ON FOLLOWING PAGE] 01889373-2 52983123_1 20 This Parking Lease Agreement is entered into and acknowledged by City and Owner as of the date first stated above. CITY: Approved for Form by City Attorney CITY OF BOYNTON BEACH 4 NToN. �%Ok�•zgoRATF••.� �� By: / �_ �:• SEAL .ss�; .$' • Virga ' ayor ZS; SEAL ;1N Q , •, i92 • • •• 111 ••� •.....•• P 1 ' FLOR,,, MARS '23 cr,'2EPP, C.'1 TY CLERK BOYNTON EEFIC;H OIS89373-2 52983123_1 21 Note: Notarized signature page inserted for recording purposes. This Parking Lease Agreement is entered into and acknowledged by City and Owner as of the date first stated above. / CITY: Approved for Form by Cit Attorney CITY OF BOYNTON BEACH By: i / �� joriol-,00T1.170T1.1 a or STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was ac s ewledged before me by means of CT h sical presence or P y ❑ online notarization,this 1/ day of ii/' ,2023 by Ty Penserga,as Mayor of the City of Boynton Beach,who is sersonall known to • e or has produced as identification. / /// '144 Ai./114 ifNOTA ' PUBLIC / ,�, , ._ LYNN M.swNNsoN -—, O%r • MY COMMISSION i HH 156706 _aWIRES:IRES:November 17,2025 %,;:.,. •' Bonded flvu Nowt Pubic Underelme 01888887-6 52983123_1 21 OWNER: WITH' `ES: BOYNTON BEACH TOWN .. ' / , CENTER APARTMENTS, LLC,a / ( Florida limited liability company 7 ir P n ni Name: 0 .'/CL J 1i/L Not Print ` .i By: Y Name: _ ,� r _1=r ,1 Title: AA f,.! :,A IP 01889373.2 52983123_1 22 NOTE: Notarized Signature Page Inserted for Recording Purposes Boynton Beach Town Center Apartments I LLC Boynton Beach Town Center Apartments II LLC Boynton Beach Town Center Apartments III LLC Boynton Beach Town Center Apartments IV LLC Boynton Beach Town Center Apartments V LLC Boynton Beach Town Center Apartments VI LLC Boynton Beach Town Center Apartments VII LLC Boynton Beach Town Center Apartments VIII LLC and Boynton Beach Town Center Apartments IX LLC, each a Florida limited liability company p By: Name: Robert Kantor Title: Manager of each of the above entities STATE OF iu 0.A) YD ie4 ) ) SS COUNTY OF tuelv y Oc4 ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by means of tC] physical presence or [ ] online notarization by Robert Kantor, as Manager of Boynton Beach Town Center Apartments I, LLC, Boynton Beach Town Center Apartments II, LLC, Boynton Beach Town Center Apartments III, LLC, Boynton Beach Town Center Apartments IV, LLC, Boynton Beach Town Center Apartments V, LLC, Boynton Beach Town Center Apartments VI, LLC, Boynton Beach Town Center Apartments VII, LLC, Boynton Beach Town Center Apartments VIII, LLC, Boynton Beach Town Center Apartments IX, LLC, each a Florida limited liability company, who is prally knoj)to me or wo has produced as identification. WITNESS my hand and official seal in the Count and State last aforesaid this Z day of Apr�1 , 2023. A +.1 • Nota Public, State of fJaty " of eAKGt ucQ.rv___3- . My Commission Expires: Typed, Printed or Stamped Name of Notary Public dcD he-C <t<2Pi`1 ALEXANDRA J FINK NOTARY PUBLIC,STATE OF NEW YORK Registration No.OlFI6349139 Qualified in New York Cou(Ly My Commission Expires: 0 EXHIBIT"A" THE PROPERTY Parcel 7,Boynton Beach Town Square,according to the plat thereof,as recorded in Plat Book 127,Page 1,of the Public Records of Palm Beach County,Florida. 01U9373•I 52983123_1 23 EXHIBIT"B" MASTER PLAN 01889373.1 52983123_1 24 I i osveLorsoorr mum 111 -_ __T_ �_- 7 _ —� -- .�. • ANO]MADER 130.11E.lal .. MOM AWA WAR RP 1 IIG0 SOCA WPM OM IN,' `� - ••_•• I• ••—• •m •• Atm (ARAN CawTN ERGO 111Anner PAILV QPI • — UeVODR NOG'MI ��!Y AN tiDh.la SllE[,,71L GAD CPIs NW NwW11.RY,}►/w . • �a I ASST PATMwIn MO, u1DReuc vATsrPAU/TxAenmm�a rist—L--1.7::-----isiu•I ren T•61 NP rallPw4wh PHASES �c1+TEcr r14Aeoammlare N. At<cT �'LASOCAPE AACJ•IECTNNLALLAILE lI4CEfM lurAiadnNecv.r _ kli i �•�NORTH RESIDENTIAL) { '�IR046"w'lh TaTrwneTmAlE.naT+s .k�e.. 1 Dw11APwf OW n•aw. --4' ewer COMMERCIAL r. - _ wwwu ,:PAA"P.a ,,, 441 UNITS muna.ae ....i 11111201,100 I, _. 'I' -sr^I~Itl=^.°�- ._l Exhibit D -Master Plan — _ % ,I i. FIRE STATION.. v 1 of 2 • . • _ PARCELS ehwVaE ..)I __ •••• .Nb_7 •fir!— clam —c I I 02 09, 2023 �� -.--E�' SITE DATA ,�p 2.: , 10R. �Alf�,4-. ;., --- • .E E: Teo n."-------. .. 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I I 'SOUTH RESIDE IaE � VAS" ERAN m su.IEcrmow6AT WS oarnEna ar TME em PTNR.uEEa sruRooa•MNacro ��ae NE if14C14....,� ems... i PMRNo. COMMERCIAL I)1�C � IrtsnP70sA1E SUBJECT TO COWS AT TIME m DRE PWIAPI{IGAIaN 4Vr3NNC OE LOCATED IN PINS,I SITE Aa PER . N.I `• 467 UNITS •••42.1.Wee II ^7 ,4 ,q CH STREET RAP!.WIT TF PRO�FDww-EPoorSSE 01 ML AARTMO STMR AT wham alt,PLAN APPMAI01 ».. B II i •r414.1l.r..w worAyl 11 A'l.UMW,UTES VPEI.RE IEIA(aTFDu�wsldho x.eAEcrro FPS APPI10V1L aPf-rO Fi i 11 wwowr . II _l-- PAIwlaw.nw a � — A ``- -- °_”' -_-_-- — MSP-1 \{ . 1! oft MIIIIIIMIMI - — LI ., __ 7 Exhibit D - Master Plan urn , -I�•i,tt,N BE.ACHZQui.EVARO -_-*— . 1156—=-----=- -: +................ 2 of 2 EM ' • ^ gr '` 02 09,2023 $ PHASE 1 MOW &Sae Eosin Landscape PI.P:I.A.02awc.n iNORTH RESIDENTIAIJ ti.u,. mamma MAC�MWI� wt 1�M4 ft.....,�'� aY`aea,m COMMERCIAL ...n.aN.. Aims ..� A, fa lilt 1 '� 1 _an •a••1� • SNP_ '" 1,021 GARAGE SP. 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A35 5 F]OST1NO 20 OH STREET SP. 1a'N0� es •`••Zar..•,+.••ra. s ewes i XS I / .s ( roruSPACES laoueeo I 1w ' I. , -•�• y.�«�.. _•• 7r I . 0/ <t2 i MAA PAWING!fid/br1� I�d� i` .1 -- ; aaauA..a\ Y .u.K...ovnq LC4�, 1 'A d A 1 Ili Ca •' a IT Z CO.5 PHASd1 I � s�_ a.�� ass o • R �, GOVERNMENT/CMC �„4'r---"O"'�� • c D. a 5 N 'w...t P.m„aP•w.1a10 MN •-• !? I y j EXISTING 15 OFT ITREET SP. I I•: AIA r_„a,M ,u rte. - O C ., E%ISTINo I1 ON STREET SP. Cyt .°=aP_S+!•--O. , `` �q• l' I h_a..rwd r m in ' ---)Presparsp•Ppeolthoi IMP Y 'an+ '1. -.'a.�'rs �-- _ r PI .n iP.Mo.++.a..R1w m, ..o I 'haa..y... /jam 1 5 M.-e.-- .._..F-.r.-- _ nun..cenwatMSa_a- ,,,, XS NORM r..........:.. e.ruca anon .r.r..,.04.�•w.rL S„ SO 17Y \ till tap r.wr �. P 11'OfAI VA•ao•NIOI�® PHASE 2 -_L� \ `*.nP..aa►al..a.aa.plr.aaayal0,.Op,�ll -- -',ayIIIIMIIIIMIM e �� SOUTH RESIDEN11R J \.. I Too P..>Ila IMP -,9 ..� COMMERCIAL 1 nrolaraa.l.w.;s wr 1.14404•••,R0.41114 430 1..' •rmersoP.'a a,IS. 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E f ' O N N In 04 Cr) J Ii 1 I i 1 i 1 I, i 0 " ;I) 0 Iiiiillinnitlia SI 411151* 0 t I • o ' 00 It r-: 0 w0 ( ..CJ I� 1 0o .) 0oo0 , • 00 coo ooc) c 000 x. Nyo,1 1 77 , o77ZS 070 I c 00T) c000 �iMt _i �_n_ �[1-.e.r_ n . - I O ' age 4--6 - ' ' of o ---- I. . , , - - 0 ,�' C, 100Ur� iMt Mt • 00 i . 00 ) c 00 ) il 00I. O, 010 . -. 10 . 0 . • N O N I - w 1 • ill • • - , 00 0..Q ► • • '. • 0isI • ��•'4'4 ... r0" -71)- -0111 I.PI%7.00 i•-•-ogo -.1 Li-0 • di )9 /,. 1 I i 1 w O o 1 w_i I Q I Qww ?OLE,' N.v^i EXHIBIT"E" CONFIRMATION OF COMMENCEMENT DATE PARKING LEASE AGREEMENT FOR THE SOUTH GARAGE The parties hereto agree and confirm that the date of the Final Certificate of Occupancy for the South Garage has been issued, dated , 202_. Pursuant to the definition of"Commencement Date" in paragraph 9(a)(ii) of the Parking Lease Agreement for the South Garage dated , 2023, the Commencement Date for the Tenn of the Parking Lease Agreement for the South Garage shall be ,202_. CITY: CITY OF BOYNTON BEACH By: Mayor OWNER: WITNESSES: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC,a Florida limited liability company Print Name: Print Name: By: Name: Title: 100554453.1 306-9905263} 52983123_1 2 ASSIGNMENT OF PARKING LEASE AGREEMENT South Garage This Assignment of Parking Lease Agreement(South Garage) (this"Assignment") is made and entered into as of April (04h, 2023 by and between Boynton Beach Town Center Apartments LLC, a Florida limited liability company ("Assignor"), and Boynton Beach Town Center Apartments I LLC,Boynton Beach Town Center Apartments II LLC,Boynton Beach Town Center Apartments III LLC, Boynton Beach Town Center Apartments IV LLC, Boynton Beach Town Center Apartments V LLC, Boynton Beach Town Center Apartments VI LLC, Boynton Beach Town Center Apartments VII LLC, Boynton Beach Town Center Apartments VIII LLC and • Boynton Beach Town Center Apartments IX LLC, each a Florida limited liability company, as . tenants in common(collectively as"Assignee"). RECITALS: Whereas, Assignor, Boynton Beach Town Center Apartments LLC, a Florida limited liability company, is the "Owner" under that certain Temporary Parking Easement Agreement (North Parcel)with an Effective Date of/pri I (1a' , 2023, with City of Boynton Beach, Florida, as"City"thereunder(the"Agreement"); and . Whereas, Assignor desires to assign its interest in the Agreement to Assignee and Assignee desires to receive such assignment and assume the obligations of Assignor under the Agreement; and Whereas, City has previously consented to this Assignment. NOW,THEREFORE, for and in consideration of the premises and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,Assignor and Assignee agree as follows: 1. Assignment. Assignor hereby assigns, conveys, sets over and transfers to Assignee all of its right,title and interest in and to the Agreement. 2. Acceptance and Assumption by Assignee. Assignee hereby: (a) accepts the assignment described in Paragraph 1 above; and (b) agrees to assume and perform all of the obligations, responsibilities and liabilities of Assignor under the Agreement. 3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 4. Governing Law; Counterparts. This Assignment shall be governed by, and construed in accordance with,the laws of the State of Florida. This Assignment may be executed in • any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile and pdf signatures shall be considered to be originals. 33874.0005 54087401v2 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first written above. ASSIGNOR: Boynton Beach Town Center Apartments LLC, a Florida limited liabili y company By: A7(% Name: Robert Kantor Title: Manager ASSIGNEE: Boynton Beach Town Center Apartments I LLC Boynton Beach Town Center Apartments H LLC Boynton Beach Town Center Apartments III LLC Boynton Beach Town Center Apartments IV LLC Boynton Beach Town Center Apartments V LLC Boynton Beach Town Center Apartments VI LLC Boynton Beach Town Center Apartments VII LLC Boynton Beach Town Center Apartments VIII LLC and Boynton Beach Town Center Apartments IX LLC, each a Florida limited liability company By: 1 AIM Name: R•17rt antor • Title: Manager of each of the above entities 33874.0005 54087401 v2