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23-004
1 2 ORDINANCE NO. 23-004 3 4 AN ORDINANCE OF THE CITY COMMISSION FOR THE CITY OF BOYNTON 5 BEACH, FLORIDA, APPROVING AND AUTHORIZING THE PROPER CITY 6 OFFICIALS TO ENTER INTO DEVELOPMENT AGREEMENT WITH BOYNTON 7 BEACH TOWN CENTER* APARTMENTS, LLC, AN AFFILIATE OF TIME 8 EQUITIES, INC.;AND PROVIDING FOR AN EFFECTIVE DATE. 9 WHEREAS,the City and Boynton Beach Town Center Apartments, LLC,whose principal 10 is Time Equities, Inc., have negotiated a Development Agreement; and, 11 WHEREAS, the notice and hearing requirements for review and approval of a 12 Development Agreement set forth by law have been satisfied; and, 13 14 WHEREAS, pursuant to Section 163.3225, the City Commission has conducted two 15 public hearings on the proposed Development Agreement, considered the Development 16 Agreement, and the comments from the public. 17 WHEREAS, the City Commission has determined that it is in the best interest of the 18 citizens and residents of the City of Boynton Beach to adopt this ordinance to permit the 19 proper City Officials to enter into a Development Agreement with Boynton Beach Town Center 20 Apartments, LLC., an affiliate of Time Equities, Inc. 21 NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION FOR THE CITY OF 22 BOYNTON BEACH, FLORIDA, AS FOLLOWS: 23 24 Section 1: The foregoing whereas clauses are true and correct and are now ratified and 25 confirmed by the City Commission. 26 Section 2: The City Commission of the City of Boynton Beach approves the Development 27 Agreement, attached hereto as Exhibit "A" and incorporated herein. 28 29 Section 3: The City Commission authorizes the Mayor to execute the Development 30 Agreement, and for the proper City officials to take all actions necessary to effectuate the 31 Development Agreement and the intent of this Resolution, including without limitation 32 the recordation of the Development Agreement at the expense of the applicant. 33 34 Section 4: This Ordinance shall become effective immediately upon second reading. 35 FIRST READING this 15th day of February, 2023. 36 SECOND, FINAL READING AND PASSAGE this 21st day of February, 2023. *Scriveners error corrected from advertised title the name Square changed to Center. 37 38 CITY OF BOYNTON BEACH, FLORIDA 39 YES NO 40 41 Mayor—Ty Penserga 42 / 43 Vice Mayor—Angela Cruz 44 45 Commissioner—Woodrow L. Hay 46 47 Commissioner—Thomas Turkin L)O 1c[t5jp1. 48 49 Commissioner—Aimee Kelley 50 51 VOTE LAIL 52 ATT 5II54 1 55 Maylee cres6s, MPA, C Ty Pe-se'a. 56 City Cle Mayor / 57 58 —,0A1 ON B'�`� APPROVED AS T!' O' • 59 (Corporate Seal) %<O• DRAT f. Fy���1 60 ' •Dee61 •.S- �i OL 'l O�'cN ;091 3 62 v•: C • o\ ° : Michael D. Cirullo, Jr. 63 so, •\N �g2 . City Attorney � •�p?1 `��� FLDR 2 119'N20230145777 OR. Bk.34275 PG 663 PP.:i%UDE",.512t2023 ,fr2P Palm E:each C'ounty,)i'Loi J...::.ph Abn ), Pg,s:(563-874;C:31.2p; ) DEVELOPMENT AGREEMENT THIS DEVE OPMENT AGREEMENT("Agreement")is entered into this day of ttrah , 2023 by and between the CITY OF BOYN ON BEACH, FLORIDA ("City"), AND BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company("Developer"), as follows: WITNESSETH: WHEREAS, Developer is an affiliate of Time Equities, Inc., a diversified real estate investment, development, asset and property management company that has been in business for more than 55 years, and owns a portfolio of approximately 38.7 million square feet, including residential,industrial,office and retail properties,along with approximately 1.5 million square feet in pending acquisitions, and 2.0 million square feet of properties in various stages of pre- development and development;and WHEREAS, Developer is under contract(the"JKM Contract")with JKM BTS Capital, LLC and its affiliates (together, "JKM") to acquire that certain real property located in Boynton Beach, Florida, legally described in Exhibit A(collectively,the"JKM Parcels");and WHEREAS, Developer has also entered into that certain contract with City in the form attached as Exhibit B (the "Land Swap Agreement"), whereby City is to convey to Developer that certain parcel of real property from City which is legally described in Exhibit B-1 (the "Developer Swap Parcel"),and in exchange Developer is to convey to City that certain parcel of real property legally described in Exhibit B-2 on which City intends to develop a hotel or use of equivalent intensity(the"Central Parcel");and WHEREAS, the closing contemplated by the Land Swap Agreement shall occur immediately before this Agreement becomes effective; and WHEREAS,the accomplishment of the closing on the JKM Parcels and the closing on the Land Swap Agreement are hereinafter referred to together as the"Closing,"whereupon Developer would own the JKM Parcels and the Developer Swap Parcel, and City would own the Central Parcel;and WHEREAS,the JKM Parcels and the Developer Swap Parcel shall be referred to herein as the"Property;" 0180367-1 153105147_1 WHEREAS,this Agreement,along with the other Escrow Documents(as defined below) are to be executed by Developer and City and placed into escrow pursuant to an escrow agreement agreed to and executed by both parties (the "Escrow Agreement," a copy of which is attached hereto as Exhibit C), such Escrow Documents to be released immediately following the Closing and otherwise in accordance with the Escrow Agreement,and such Escrow Documents to be of no force or effect unless and until the Closing occurs (and the other conditions of the Escrow Agreement are met); and WHEREAS,subject to the terms and conditions herein,Developer will apply for and work with City to obtain the Approvals(as defined below)as required pursuant to the City of Boynton Beach Code of Ordinances("Code")and LDRs(as defined below);and WHEREAS, the Developer intends to develop the Property in conformance therewith consistent with the Deadlines(defined below)provided herein;and WHEREAS, City has approved with conditions the amended master plan attached hereto as Exhibit D (the "Master Plan"), which depicts the Property as being comprised of that parcel containing approximately 4.37 acres +/- identified as the "North Residential" (the "North Parcel"), which includes the Developer Swap Parcel; and that parcel containing approximately 3.94 acres identified as "South Residential" (the "South Parcel") (the term "Parcel" hereinafter shall mean either the South Parcel or the North Parcel as applicable based upon context);and WHEREAS, the Master Plan also depicts the Central Parcel and parking to support the Central Parcel, which shall be a stand-alone, separate parcel that may be developed by the City as noted on the Master Plan; WHEREAS,pursuant to the Master Plan and the agreed upon preliminary design package attached as Exhibit E (the "Schematic Design Package") (the overall project as depicted in the Master Plan (subject to approval of the implementing site plans) and the Schematic Design Package is defined as the"Project,")Developer seeks to develop the Property as follows: On the North Parcel: one (1) eight (8) story buildings, consisting of approximately 441 residential units, approximately 16,339 square feet of retail/restaurant space and a parking garage containing approximately 1,026 parking spaces(the"North Garage"),and On the South Parcel: one (1) eight (8) story buildings, which is anticipated to consist of approximately 457 residential units, approximately 7,165 square feet of retail/restaurant space and a parking garage containing approximately 983 parking spaces (the "South Garage"); and WHEREAS,JKM and City entered into a separate development agreement dated March 19, 2018 (the"Prior Agreement"), pursuant to which JKM had submitted a master plan and site plan for the development of a mixed-use community, which master plan provided for 100 public parking spaces above that which was required by the City's land development regulations along with public bathrooms to support the now-completed public park; and 01889367-I -2- WHEREAS, the development contemplated in the Prior Agreement has not been constructed and JKM and City have expressed a mutual desire to terminate the Prior Agreement in connection with the Settlement Agreement (defined below) and, pursuant to the Settlement Agreement, the Prior Agreement will be terminated and of no further force or effect; and WHEREAS,City and JKM have been involved in litigation over certain provisions of the Prior Agreement,under Case No. 502020CA012780,City of Boynton Beach v. JKM BTS Capital, LLC(the"Case");and WHEREAS , City and JKM have agreed to settle the Case, including, without limitation, the termination and mutual release of all agreements that exist between JKM and City,pursuant to a settlement agreement entered into by City and JKM effective on or about the date of the Closing (the"Settlement Agreement");and WHEREAS,as of the Effective Date(defined below),City wishes to enter into temporary parking easement agreements (`Temporary Parking Easement Agreements") with Developer for surface parking on the Property for City uses,as more particularly set forth in such Temporary Parking Easement Agreements attached hereto as Composite Exhibit F and described more fully below;and WHEREAS,upon issuance of a final certificate of occupancy for the Parking Garages(as defined below), City and Developer desire to enter into long-term parking lease agreements (collectively the"Continuing Parking Lease Agreements")whereby City shall have the right to utilize 237 spaces in the North Garage and 236 spaces in the South Garage, as more particularly set forth in the Continuing Parking Lease Agreements attached hereto as Composite Exhibit G; and WHEREAS,City further agrees to terminate and release,or cause to be terminated and released,certain documents specifically identified below which encumber the Property and which are recorded in the Public Records of Palm Beach County; and WHEREAS, City agrees to release,or cause to be released,all utility easements affecting the Property which shall be replaced as required by this Agreement; and WHEREAS,the utilities director for the City(the"Utilities Director")has analyzed the existing Utility Capacity(as defined below)and has approved the Developer's request to reserve utility system capacity for water and wastewater service for the Project for a period of six(6) years from the Effective Date at no cost to Developer; and WHEREAS,the City finds that the proposed Project is consistent with the City of Boynton Beach Comprehensive Plan in effect on the Effective Date (as defined below) of this Agreement ("Comprehensive Plan") and Land Development Regulations in effect on the Effective Date ("LDRs"); WHEREAS,master plans approved pursuant to Ordinance 23-003 expire 24 months after approval, or upon the expiration of the last site plan approved under a master plan, whichever is 01889367.1 -3- later; WHEREAS, site plans approved pursuant to Ordinance 23-003 expire after 72 months after approval unless a vertical building permit is secured; and WHEREAS,applications for master plans and site plans submitted by Developer for the Project shall be processed pursuant to the timelines set forth above in Ordinance 23-003; NOW, THEREFORE, in consideration of the premises, the mutual and reciprocal obligations undertaken herein and the mutual covenants contained herein, the parties to this Agreement agree as follows: Section 1. Recitals. The above Whereas clauses are true and correct and made a part hereof as if fully set forth herein. Section 2. Permits and Approvals. a) The Approvals necessary to effectuate the Project ("Approvals;" individually an "Approval") include,without limitation: i) Master Plan Approval; ii) Site plan Approval("Site Plan Approval") for the North Parcel; iii) Site Plan Approval for the South Parcel; iv) 2 Sign Program Approvals; v) Community Design Appeal Approvals for each phase depicted on the master plan and as may be required during site plan review; vi) Participation in the City's payment-in-lieu Workforce Housing Program; vii)Right-of-way dedications and abandonments (Items (4) through (6) below being governed by Section 6(c) below): (1) Five (5) foot land dedication along SE 1st Street to provide a total of 25 feet of right-of-way measured from the centerline between SE 1' Ave and SE 2"d Ave.; (2) 40 foot land dedication on the south side of Parcel 2 aligned with and centered on the existing NE 1st Avenue right-of-way,Tract RI; (3) Eight(8)foot land dedication on the north side of Parcel 7 between Seacrest Boulevard and the west end of the existing SE 1st Ave right-of-way to provide a total of 20 feet of right-of-way measured from the centerline of existing SE 1st Ave; 01889367.1 -4- (4) Dedications of easements as may be required to cause power lines to be moved underground pursuant to Section 5(j)below; (5) Abandonment of a 24 foot Public Ingress/Egress Easement(Plat Book 127, Page 1; all recording information in this Agreement refers to the Public Records of Palm Beach County, Florida); (6) Abandonment of the following City Utility Easements a. 10 foot City Utility Easement recorded in Plat Book127, Page 1; b. Easement in favor of City recorded in ORB 30690, Page 556 (7) Abandonment of: a. 10 foot FPL Easement(ORB 2403,Page 1139); b. FPL Easement recorded at ORB 31491, Page 1520. c. FPL Easement recorded at ORB 31562/1724. (8) Dedication of Track R3 per Plat Book 127, Page 1; (9) Pedestrian easements as may be required to comply with the pedestrian zone requirements along perimeters of Phases 2 and 3. As used herein, the term "Phase"refers to phases as depicted on the Master Plan' viii) Replat of the Master Plan Area ix) Building Permits; x) Height Exceptions(See Sec. 2(g)(iii) below);and xi) Any other approvals which are reasonably necessary to effectuate the Approvals or the Project (or both). The failure of this Agreement to address a particular permit, condition, term, or restriction shall not relieve Developer of the necessity of complying with the law governing said permitting requirements,conditions,term,or restrictions. b) The parties may, each in their sole and absolute discretion, mutually agree in writing to conditions for any Approval hereunder that supersede the terms of this Agreement, without requiring further amendment of this Agreement. c) Developer will seek final authorizations from the City for all Approvals. For purposes of this Agreement, each Approval shall be considered a"Final Approval"as of the date that it has been duly approved by the City and either of the following conditions are met: (x)the Developer takes action pursuant to the Approval (such as commencing construction or filing 01889367-1 -5- applications for building permits), or (y) the period to bring a legal challenge against such Approval has run. In the event of a legal challenge(including, without limitation,the filing of an appeal)to an Approval,any Deadlines in this Agreement calculated from the date of such Approval shall be tolled until the earliest of the following occurs, at which point the subject Approval will be considered a Final Approval: i) The challenge to the Approval is concluded and Developer receives an Approval not subject to further challenge, in which case the Approval shall be a Final Approval as of the date of such conclusion of the challenge; or ii) Developer elects in its sole and absolute discretion to proceed with development pursuant to the challenged Approval during the pendency of the challenge, which shall be deemed a Final Approval as of either the date of City's receipt of Developer's written election to proceed, or Developer's actual commencement of construction (site work or vertical, as applicable) pursuant to the challenged approval, whichever is earlier. d) The City represents that it has the ability to provide water and wastewater service in an amount sufficient to serve the Project in the normal course of usage (such amount being hereinafter referred to as the "Utility Capacity"). A determination letter from the City Utilities Director confirming the same is attached hereto as Exhibit H.The Utility Capacity for the Project is hereby reserved by the City, without requiring further notice to or from Developer, for a period of six (6) years from the Effective Date, per Chapter 2, Article II, Section 2 of the LDRs. Upon issuance of a building permit for vertical construction within the North Parcel or the South Parcel from time to time,the portion of the Utility Capacity designated to such Parcel shall automatically vest so that such portion of the Utility Capacity shall not be used for any other project or purpose. e) The City further represents that the infrastructure depicted on the as-built drawings attached hereto as Exhibit 1 ("Existing Infrastructure"), which Exhibit is hereby incorporated herein, exists and is available to serve the Project. Notwithstanding the foregoing, as provided in the conditions of approval of the Master Plan, if the Existing Infrastructure depicted on Exhibit I is reasonably determined to be insufficient to adequately serve the Project, Developer shall be responsible for required modifications to the Existing Infrastructure to provide such service. For avoidance of doubt as to Developer's obligations concerning upgrades to Existing Infrastructure, required upgrades to lift stations shall be limited to pumps and controls, and upgrades to water mains shall be limited to the installation of no larger than 12 inch PVC pipes along Boynton Beach Boulevard from Seacrest Avenue to NE 1S` Street and/or NE In Avenue from the stub out on the west end near Seacrest Avenue to NE 15` Street. Utility connections shall be restricted to water and sanitary sewer pipelines that were installed in connection with the City Hall Town Square redevelopment project. All sanitary sewer for this project shall be directed to the lift station constructed as part of the City Hall Town Square redevelopment project. 0 Developer shall meet concurrency requirements of the LDRs. In meeting such concurrency requirements,City and Developer acknowledge as follows: (i)the Project lies within a TCEA (Traffic Concurrency Exemption Area) pursuant to Palm Beach County code section Article 12, Chapter K of Palm Beach County Unified Land Development Code; (ii) Any 01889767.1 -6- concurrency requirements for water and sewer utilities will be met in accordance with to Section 2(e)above and through payment of required City capital facilities charges(as provided in the City Code Chapter 26—Water, Sewers,and City Utilities);(iii)Per the capacity letter from the School District of Palm Beach County to Developer, there are no further City school concurrency requirements for the Project other than school impact fees charged by School District of Palm Beach County;and(iv)Developer shall satisfy any City concurrency requirements for police,fire, park, library, and other City and Palm Beach County impact fees in connection with permit issuance. The parties understand and agree this Agreement has no impact on Developer's responsibilities under any Palm Beach County, School District of Palm Beach County, state, or federal permits or requirements. g) All uses permitted by the LDRs shall be considered permitted uses for the Project; however,changes in use per the Master Site Plan require approval pursuant to the LDRs. h) In the event the City issues an approval,authorization,or consent that contains one or more conditions that are not acceptable to Developer in its reasonable discretion, Developer shall have 30 days to notify the City that such condition(s) is(are) unacceptable, and upon receipt of such notice, such approval,authorization or consent shall not be considered an Approval. i) The applications for Approvals shall conform to the Master Plan in the following respects(together,the"Material Components"): i) Between the two Parcels, the completed Project shall have a total of up to 898 dwelling units, with a density of no more than 58 dwelling units per acre if the developer elects to participate in the City's Workforce Housing Program (the "WFH Program"), otherwise the density shall be no more than 50 dwelling units per acre. Density is calculated using the entire area depicted within the Master Plan. ii) Each Parcel within the Project shall have no more than 3.5 FAR pursuant to the City's Workforce Housing Program(the"WFH Program")if Developer elects to participate in the WFH Program; otherwise, each parcel within the Project shall have no more than 3.0 FAR. iii) No building within the South Parcel shall exceed 87 feet in habitable height, comprised of 75 feet of habitable height as of right, plus a workforce housing bonus of up to 12 feet pursuant to the WFH Program if Developer elects to participate in the WFH Program. iv) No building within the North Parcel shall exceed 99 feet in habitable height, comprised of 75 feet of habitable height as of right, plus a workforce housing bonus of up to 24 feet pursuant to the WFH Program if Developer elects to participate in the WFH Program. v) Additional height shall be permitted on both Parking Garages,the North Parcel, and the South Parcel to allow for non-habitable parapet/architectural 01889367.1 -7- enhancements and visual screening of the roof, consistent with the height exception process in the LDRs. vi) A total of 473 parking spaces within the Parking Garages (comprised of 237 spaces in the North Garage and 236 spaces in the South Garage)for use by the City. Upon completion, the Project shall provide 100 number of spaces in excess of that required by the LDRs across the area depicted in the Master Plan (44 of which shall be in the Parking Garages and 66 of which shall be surface parking)which shall be dedicated to use by the City and the public. j) The Material Components are determined to be necessary for the public health, safety, and welfare of the citizens of the City of Boynton Beach. The Developer agrees the completed Project will contain the Material Components and that the inclusion of the Material Components in the Project is an essential part of this transaction and consideration for this Agreement. k) Developer understands that this Agreement in no way obligates the City to approve applications for Approvals that do not meet all applicable requirements of the Comprehensive Plan and LDRs, and that the City retains its full discretionary and decision-making authority to review and approve, deny, or approve with conditions any and all applications. For avoidance of doubt, Site Plan Approval remains subject to compliance with the terms of this Agreement, the Master Plan,and the LDRs including Chapter 2, Article I1, Section 2.F.2.b. of the LDRs. 1) City and Developer agree that this Agreement need not be amended to reflect changes in the Master Plan or Schematic Design Package which are submitted, approved, and modified from time to time; except that material changes to the above-described Material Components shall require amendment to this Agreement. For purposes of this Agreement, a modification shall be considered a "material change" if it qualifies as a "major" modification pursuant to the applicable section of LDRs. For avoidance of doubt,a major modification to a site plan or to the Master Plan would require amendment to this Agreement. Upon receipt of Final Approvals, such Final Approvals and the Project shall be subject to the LDRs and City Code. m) It is specifically understood that under the LDRs,the Master Plan becomes vested upon the receipt of a building permit for vertical construction within either the North Parcel or the South Parcel, and that following Site Plan Approval the applicable site plan shall become vested upon the receipt of a building permit for vertical construction within the area depicted in that site plan. The term "vest" or "vested" shall mean that the applicable plan (site and/or master) for the Project is irrevocably approved, and not subject to modification, amendment, supplement, termination or revocation by City, or any governmental authority under the City's direction or contract (except where a modification, amendment, or supplement is expressly requested or consented to in writing by Developer or Developer is not in compliance with the terms of the applicable Approval) provided the Project is in compliance with the material terms of this Agreement and all applicable laws,ordinances,rules and regulations.This section shall not be read to limit the City's ability to seek approvals for,dispose of,or develop land owned by the City. 01889367-1 -8- Section 3. Additional Agreements. City and Developer acknowledge and agree that as of the date of the signatures below,the following documents have been executed by both Parties and, along with this Agreement, shall be placed in escrow with Greenspoon Marder LLP in conformance with the Escrow Agreement: a) Temporary Parking Easement Agreements executed by City and Developer; and b) Continuing Parking Lease Agreements. The documents above, together with this Agreement shall be referred to as the "Escrow Documents." The City and Developer acknowledge and agree that the Escrow Documents shall be of no force or effect unless and until the Closing has occurred and all of the conditions of the Escrow Agreement have otherwise been met. For clarification,the Land Swap Agreement is not part of the Escrow Documents. The parties agree that the Escrow Documents, the Land Swap Agreement, and the terms and conditions contained in each, are a material part of this transaction and consideration for this Agreement. Section 4. City's Obligations. a) Upon Developer's submission of any application for any of the Approvals, City shall process same (including, without limitation issuance of building permits) on an expedited basis, and shall make reasonable efforts to cause each of the Approvals to be acted upon within 120 days of Developer's submission of application for same. b) So long as the City owns the Developer Swap Parcel, City shall, upon request by Developer,execute any and all documentation consenting as the property owner to any application for the Approvals, so long as same are consistent with this Agreement and applicable laws. c) City hereby confirms that pursuant to the Settlement Agreement, subject to compliance with the terms and conditions therein,the Prior Agreement shall become null and void, of no further force or effect and,accordingly, not binding on Developer. d) Following issuance of all Approvals, City shall, on an expedited basis and with reasonable efforts process all necessary permits,including,without limitation,site clearing permits (as applicable)and building permits. e) City shall reasonably cooperate with Developer in Developer's efforts to cause power lines to be buried and to install on-street parking at Boynton Beach Boulevard pursuant to Section 5(j)below. f) The City shall apply the Comprehensive Plan provisions and the LDRs to the Approvals for the duration of the Development Agreement except (i) as otherwise expressly provided herein; (ii) as later consented to by both the City and by the Developer in writing, each of which may consent or decline to consent in their sole and absolute discretion, (it being understood that without the consent of both Developer and the City such changes may not be applied pursuant to this provision); or (iii) as applied by the City pursuant to Section 163.3233, 01889367-I -9- Florida Statutes,as it may be amended from time to time. Any provision that becomes applicable to the Approvals though the means provided for in this paragraph shall be considered part of the Comprehensive Plan or LDRs,as applicable, for purposes of this Agreement. g) The City shall review land subject to this Agreement at least once every 12 months to determine if there has been demonstrated good faith compliance with the terms of this Agreement. Developer has the right to present to the City and submit a written report to the City, both of which shall be considered in the City's review for compliance. If the City finds, on the basis of substantial competent evidence,that there has been a failure to comply with the terms of this Agreement, this Agreement may be revoked or modified by the City at a public hearing in conformance with Florida law. h) Within 14 days of the Effective Date,the City shall record this Agreement with the clerk of the circuit court of Palm Beach County. Section 5. Developer's Obligations. a) City acknowledges that Developer has reasonably and in good faith, coordinated the Project design with City and obtained Approval (with conditions) of the Master Plan. Developer will continue to reasonably and in good faith, cooperate with City in the implementation of the Master Plan and in obtaining further Approvals. b) Developer agrees to make a contribution to the City's Public Art Fund pursuant to the City's Art In Public Places program pursuant to Ordinance 23-003,for the total Project (inclusive of both buildings) in an amount not to exceed $1,000,000. For avoidance of doubt, Developer's contribution shall be in addition to any contribution made pursuant to the City's Art in Public Places program prior to the Effective Date. c) Developer agrees to make a non-refundable contribution of$180,000 to the City to be used for the provision of two public restroom facilities ($90,000 each, for the total of $180,000), which may be in the form of portable restroom facilities so long as such portable facilities will be primarily used on the property owned by the City (such property being identified as "Phase 1 government/civic" on the Master Plan). The restroom facilities shall not be placed on the Property owned by the Developer. Developer shall make payment to the City within 45 days of the receipt of the Certificate of Occupancy or equivalent for each of the restroom facilities, or the invoice(s)for the portable restroom facilities and related costs, as applicable. The City shall use reasonable efforts to locate and maintain any portable restroom facility in a location so as not to unreasonably interfere with the use and enjoyment of the Project. d) Developer agrees to meet the following deadlines(collectively,the"Deadlines;"each individually, a"Deadline"): i) Developer shall submit an application seeking an Approval for a vertical building permit for either the North Parcel or South Parcel within 5 years of the Effective Date. 01889367.1 -I0- ii) Developer shall commence work on either the North Parcel or the South Parcel pursuant to such vertical building permit within 5.5 years of the Effective Date ("Construction Commencement Date"), subject to any extensions available as provided in Section 5(e). e) Developer may seek or provide notice of extensions for Approvals pursuant to Art. 11, Sections 2.F.6. and 5.B.6. of the LDRs (as applicable); as provided for by Section 252.363, Florida Statutes (as it may be amended from time to time); and as may be available pursuant to the Florida Building Code in effect at the time of building permit and/or extension application. However, Developer agrees it shall not seek or provide notice of extensions that would extend the Construction Commencement Date beyond 7.5 years from the Effective Date without first obtaining consent of the City. With respect to extensions that would extend the Construction Commencement Date beyond 7.5 years from the Effective Date, Developer shall submit evidence of reasonable efforts to commence construction as part of its request for the City's consent to seek or notice an extension. f) Developer agrees to timely submit and diligently pursue applications for all Approvals in good faith and with reasonable efforts so as to assist the City in meeting the 120-day timeframe provided in Section 4(a)above. g) Developer agrees to provide 473 parking spaces in the Parking Garages for public use as follows: Upon issuance of a final certificate of occupancy for each of the Parking Garages, Developer agrees to provide such parking spaces and otherwise perform its obligations as required under the Continuing Parking Lease Agreements, and to thereafter operate and manage such Parking Garages in conformance with its obligations thereunder and otherwise in a first-class manner. h) Developer agrees to provide parking as provided in the Temporary Parking Easement Agreements. i) Developer shall develop the Project consistent with the Material Components defined herein. j) Developer shall use reasonable efforts (including paying the associated costs) to cooperate with the utility providers or other responsible parties to cause power lines to be buried and to install on-street parking at Boynton Beach,with the City's cooperation as described in Section 4(e). k) Developer shall pay all fees as may be required by the City pursuant to the fee schedule in effect at the date of permit issuance. 1) Commencing six years after the Effective Date, on an annual basis thereafter, Developer shall provide a written report to the City concerning the status of the Project. City shall deliver Developer written notice that such written report is required not less than 30 days in advance of the date due. 01889367-I -1I- Section 6. Termination of Existing Agreements and Other Documents of Record. a) The following agreements are hereby terminated,of no further force or effect,and have no application to the Project or Developer, and City agrees to execute such further documentation as is necessary to cause such instruments to be terminated in the Public Records of Palm Beach County, Florida: (i) Those certain Parking License Agreements between City and JKM both dated March 19,2018,for BTS South and BTS North respectively. (ii) Temporary Parking Easement Agreement recorded December 2, 2020 in Official Records Book 31962, Page 1434 of the Public Records of Palm Beach County, Florida. (iii) Temporary Parking Easement Agreement recorded December 2, 2020 in Official Records Book 31962, Page 1449 of the Public Records of Palm Beach County, Florida. b) City agrees to cooperate with Developer to cause Palm Beach County to execute and record in the Public Records of Palm Beach County, Florida, a termination of the following instruments in a timely manner so as not to interfere with the Approvals and, if applicable,development of the Project: (1) Declaration of Restrictive Covenant Regarding Reduced Road Impact Fee for Age Restricted Communities recorded July 28,2021 in Official Records Book 32728, Page 1615 of the Public Records of Palm Beach County, Florida. (ii) Declaration of Restrictive Covenant Regarding School Impact Fee recorded in Official Records Book 32728, Page 1622 of the Public Records of Palm Beach County, Florida. c) City agrees to cooperate with Developer to cause all utility easements affecting the Property to be released and terminated in a timely manner so as not to interfere with the other Approvals and, if applicable,development of the Project, including, without limitation,those easements to be abandoned pursuant to Section 2(a)(vii)above. Section 7. Effective Date. This Agreement is effective upon the date all of the following have been completed and, where applicable, released from escrow pursuant to the Escrow Agreement("Effective Date"): a) This Agreement is executed by all Parties; b) The Settlement Agreement, attached hereto as Exhibit J. between the City and JKM becomes effective per its terms; 01889367-I -12- c) Developer closes on the JKM Parcels; d) City and Developer close pursuant to the Land Swap Agreement; e) Execution of the Continuing Parking Lease Agreements by all Parties; and f) Execution of the Temporary Parking Easement Agreements by all Parties. Notwithstanding anything herein to the contrary,this Agreement shall be contingent upon, and shall not be effective until Final Approval is issued for the Master Plan in substantially the form attached hereto,provided, however,that if such Final Approval is not obtained by December 31, 2023, then Developer, in its sole and absolute discretion, may terminate this Agreement by written notice to City. Section 8. Termination. Unless earlier terminated pursuant to the terms of this Agreement. this Agreement shall automatically terminate upon the earlier of:(x)30 years from the Effective Date;(y)the completion of the Project as evidenced by the issuance of the last Certificate of Occupancy or equivalent certification for the Project, or(z) 7.5 years after the Effective Date upon vote of the City Commission confirming the termination at the City's sole and absolute discretion. However, notwithstanding anything in this Section 8 or in this Agreement to the contrary, if during such seven and a half(7.5) year period, Developer is not in default under this Agreement, has received a building permit for vertical construction of any portion of the Project and actually commences construction as provided in such building permit for vertical construction, then the termination date of this Agreement shall be automatically extend for a period of 10 years from the date of vertical building permit issuance. Notwithstanding anything to the contrary herein, once Developer has commenced construction pursuant to this Agreement, if City determines that Developer has failed to diligently prosecute completion of construction, the City may provide written notice to Developer of its intent to terminate this Agreement. For purposes of this Section 8,the term "failed to diligently prosecute completion of construction"shall mean that no work has been performed on site and passed an inspection for a period of one or more years. Upon receipt of such notice, Developer shall have 180 days to cure by resuming construction and performing work on site reasonably intended to achieve completion of the Project. If City reasonably determines that Developer has resumed construction and is performing work on site reasonably intended to achieve completion of the Project, City shall withdraw such notice in writing,and Developer shall be deemed to be in compliance with this Section. If City reasonably believes that Developer has not met the foregoing requirements and elects not to withdraw the notice prior to expiration of the 180-day period,the City shall hold a public meeting,during which meeting Developer will have the opportunity to provide evidence of such cure or that such notice was wrongly issued. If the City determines that(i)Developer failed to prosecute construction prior to issuance of notice, and (ii) Developer has failed to establish that Developer has sufficiently cured by diligently prosecuting construction reasonably intended to achieve completion, the City may terminate this Agreement so long as such determination is not arbitrary and capricious. For avoidance of doubt, in the event the Developer fails to actually and timely commence construction pursuant to a vertical building permit as required by Section 5(d) or fails to meet any other Deadline in this Agreement, the City Commission may terminate this Agreement as provided above. In no case shall the City be entitled to require Developer to construct the Project. 01889367.1 -13- This Agreement may be terminated by mutual consent, evidenced in writing, of the City and Developer or by their successors in interest. Section 9. Impact on other Agreements. It is specifically understood that the termination of this Agreement shall not cause the Continuing Parking Lease Agreements to terminate. Section 10. Default. a) In the event of a default by Developer under this Agreement which is not cured within thirty(30)days after written notice delivered to Developer, at any time thereafter, City shall have the right to proceed against Developer in an action for specific performance of this Agreement and/or for damages based on such default. Notwithstanding the foregoing, if such default cannot be cured within thirty (30)days, then Developer shall have such additional time as is reasonably necessary to cure the default, not to exceed 120 days, provided that Developer promptly commences to cure such default and diligently pursues the cure thereof. b) In the event of a default by City under this Agreement which is not cured within thirty (30) days after written notice delivered to City, at any time thereafter Developer shall have the right to proceed against City in an action for specific performance of this Agreement and/or for damages based on such default.Nothing in this Agreement shall be deemed a waiver of the City's sovereign immunity and in no case shall the damages or City liability exceed the amount established in Section 768.28,Florida Statutes,regardless of whether such damages or liability be based in tort, contract, indemnity, or otherwise. Notwithstanding the foregoing, if such default cannot be cured within thirty(30)days,then City shall have such additional time as is reasonably necessary to cure the default, not to exceed 120 days, provided that City promptly commences to cure such default and diligently pursues the cure thereof Section 11. Force Majeure. Notwithstanding anything in this Agreement to the contrary, if the performance of this Agreement or of any obligation hereunder is prevented, or substantially restricted or interfered with,by reason of an event of Force Majeure(defined below), the affected party, upon giving notice to the other party, shall be excused from such performance to the extent of and for the duration of such prevention, restriction of interference, and all applicable deadlines and timeframes herein shall be automatically extended for such period of time, plus an additional period of one hundred twenty (120)days. For purposes hereof,events of Force Majeure shall include, without limitation, one or more of the following occurrences that actually and substantially prevent, restrict,or interfere with any obligation hereunder: 1. An act of the federal, state, or local government, including any governmental directive or restriction implemented by law, proclamation, regulation, ordinance, executive or administrative order or edict,or imposed by martial law; 2. An act of God; 3. A natural disaster, epidemic, flood, earthquake, fire, hurricane, tornado, or other extreme weather event; 4. A civil disturbance, riot,or war,or an incident of domestic terrorism, 01889367-1 -14- 5. delay in transportation,shortage of labor or a strike,a failure of power,or any other cause of a like nature beyond the reasonable control of the party asserting such delays; 6. A virus outbreak,pandemic or plague in the United States; or 7. A declaration of a state of emergency in the United States or the State of Florida; If either party intends to claim excusal of performance due to an event of Force Majeure,that party shall notify the other party within 60 days of the onset of the event of Force Majeure; otherwise, the rights for excusal of performance under this paragraph shall be deemed waived for that event of Force Majeure. Section 12. Interpretation. Words not defined herein shall have the meaning prescribed by one the following sources: first, by the LDRs or Comprehensive Plan; next, if no definition appears in the LDRs or Comprehensive Plan, by the Florida Statutes; finally, if no definition appears in the LDRs, Comprehensive Plan, or Florida Statutes, then by an ordinary dictionary. Section 13. Binding Effect. This Agreement shall be binding on Developer, its designated successors and assigns, and City. Section 14. Notice. All notices, demands, correspondence and communication in connection with this Agreement must be in writing and shall be deemed to have been delivered on the date post-marked by (i) mailing the same by certified mail, (ii) on the date sent by overnight or the express courier,or(iii)sent via e-mail which shall be deemed delivered if no notice of non- delivery is received by sender,addressed to the respective parties at the following addresses: To the City: City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 ATTN: Dan Dugger, City Manager With a copy to: Michael Cirullo,Jr. Goren Cherof Doody and Ezrol, PA 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, FL 33308 MC iru l to@,gorencherof.com Kathryn Rossmell Lewis, Longman& Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 krossmell@llw-law.com 01889367-I -15- To Developer: c/o Time Equities, Inc. 55 Fifth Avenue 15th Floor New York,NY 10003 ATTN: Robert Singer, Director of Development Melinda Rubenstein, Esq.,General Counsel rsinger( timeequities.com mrubenstein@timeequities.com With a copy to: Greenspoon Marder LLP Mark Lynn, Esq. 200 E. Broward Blvd. Suite 1800 Fort Lauderdale, FL 33301 mark.lynn@gm law.com Section 15. Modification. This Agreement shall not be modified,amended or released as to any portion of the Property except by written instrument, executed by Developer, its successors or assigns and City; provided, however, that if state or federal laws are enacted after the execution of this Agreement that are applicable to and make it impossible for the parties to timely comply with the material terms of this Agreement, and City and Developer, within ninety (90)days after receipt of written notice from City of such new laws,working together in good faith and utilizing best efforts are not able to modify this Agreement or the Project (or both) in a mutually agreeable manner that is consistent with such relevant state or federal laws,then, subject to the severability provision in Section 20 below, this Agreement shall be modified to the extent necessary to comply with such relevant state or federal laws. Section 16. Assignment. Developer shall be permitted to assign all or any portion of its interest in this Agreement or in any of its rights pursuant to this Agreement to one or more entities affiliated with Developer or its principals upon 30 days written notice to the City but without prior approval of the City. Developer further agrees that in the event Developer disposes of the Property or a portion thereof, Developer shall include in the terms of such disposal notice to the new property owner that acquisition of the Property includes the responsibility to fulfill the obligations hereunder,including Sections 5(c),5(g),and 5(h)concerning public parking and public bathrooms, to the extent such obligations have not been fulfilled. For avoidance of doubt, the burdens of the development agreement shall be binding upon, and the benefits of the agreement shall inure to, all successors in interest to the parties to the agreement. The City is not required to provide prior approval in the event Developer disposes of the Property or any portion thereof. Section 17. 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 or partners or co-venturers,or creating or establishing the relationship 01889367.1 -16- or a joint venture or partnership between Developer 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. Section 18. Attorney's Fees. In the event that either party brings suit to enforce the terms of this Agreement, then the prevailing party shall be entitled to recover all fees and costs, including attorney's fees and paralegal charges incurred in connection with such proceedings (including appellate proceedings)against the non-prevailing party. Section 19. Complete Agreement. This Agreement sets forth all of the promises, covenants,agreements,conditions and understandings between the parties hereto, and supersedes all prior and contemporaneous agreements,understandings, inducements or conditions,express or implied,oral or written. Section 20. Severability. The invalidity of any of the provisions hereof shall in no way affect or invalidate the remainder of this Agreement. Section 21. Governing Law/Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of the State of Florida,and any proceeding arising between the parties in any manner pertaining to this Agreement shall,to the extent permitted by law, be held in Palm Beach County, Florida. DEVELOPER AND CITY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,THE RELATIONSHIP OF CITY AND DEVELOPER. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. Section 22. Additional Documentation. The parties agree to execute such documents and take such actions are reasonably necessary to implement this Agreement.This paragraph shall not be read to require the City to approve any proposed Approval,development order,or take any specific quasi-legislative or quasi-judicial action. Section 23. Entire Agreement. This Agreement constitutes the entire agreement between City and Developer with respect to the development of the Project, and it supersedes all prior understandings or agreements between the parties. Section 24. Survival.The provisions of this Agreement regarding assignment,property disposal, limitation of liability,waiver,and termination shall survive the expiration or termination of this Agreement and remain in full force and effect. Section 25. Headings. The section headings as set forth in this Agreement are for convenience or reference only and shall not be deemed to alter the content of this Agreement or limit the provisions or scope of any section herein. 01889367-I -17- Section 26. Construction. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than the other. Section 27. Time of the Essence. Time is of the essence with respect to each provision of this Agreement which requires that action be taken by either party within a stated time period, or upon a specified date; provided,however, if the date for performance is on a Saturday, Sunday, or federal holiday,the date for performance shall be extended to the next business day. Section 28. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original,but all of which shall,together,constitute one and the same instrument. Section 29. Exhibits. All Exhibits attached hereto are incorporated herein as if fully set forth. [END OF PAGE] [SCHEDULE OF EXHIBITS ON FOLLOWING PAGE] 01889367-I -18- SCHEDULE OF EXHIBITS Exhibit A—JKM Parcels Exhibit B—Land Swap Agreement Exhibit B-1 —Developer Swap Parcel Exhibit B-2—Central Parcel Exhibit C—Escrow Agreement Exhibit D—Proposed Master Plan Exhibit E—Schematic Design Package Composite Exhibit F—Temporary Parking Easement Agreements Composite Exhibit G—Continuing Parking Lease Agreements Exhibit H—Utility Capacity Confirmation and Reservation Letter Exhibit I—Existing Infrastructure Exhibit J—Settlement Agreement [SIGNATURES ON FOLLOWING PAGE] 01889367-I -19- IN WITNESS WHEREOF the parties hereto have caused these presents to be executed. CITY OF BOYNTON BEACH ATTEST: i If IAS By: 1/1111" City CI•rf-< ‘°• -foINTONN`Nt M' or < PORA ; r T�c••. ��, • SEAL •._,, ' Address: INCORPORATED! i • APPROVED AS TO FOR FLOR��" City Attorney STATE OF FLORIDA } COUNTY OF PALM BEACH } The foregoing/ instrument w s acknowledged before me this Z7 7141dayof ajQj�C�t� , 2022, by / /�,�/!/.S6Q419. as Mayor of the CITY OF BOYNTON 01889367.1 -20- c.2.iPti CITY CLERK BOYNTON BEACH BEACH,a municipal corporation of the State of Florida. He/site appeared before me vri person or I electronically and is personally known to me or has produced as identification. I / Commission Expires: ,1d 4A 1 r- -- It _; MYCOAU rIN i , EXP ES:November 17 , em ow arm Notary Public Umbrellas 01889367-1 -21- Signed, sealed and delivered DEVELOPER: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company /).4, ;C.( By:Printed Name: vV/( ` • (1(4Aj Dated: 21 2D 3 Printed Name: II. )'4 . STATE OF Nr,OynPLIC- ) ) SS COUNTY OF 13 r Y09-lL ) The fore oin instrument was acknowledged before me this 2+Nday of iiil .qr ,2023 by Q� of BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company. He or she is appeared before me /Wn person or electronically and is: [<I) personally known to me, or [ ] produced identification. Type of identification produced A ,'ft;" +_ (Seal) NOTARY PUBLIC: 01%89767-I -22- • ':v e . Print Name: fj Q/cvWC..tIo_.T.--vile My commission expires: eba..,pi—dioto 1y.10'2, ALEXANDRA J FINK NOTARY PUBLIC.STATE OF NEW YORK Registration No.01F16349139 Qualified in New York County My Commission Expires: lO /if �2f 01889367-1 -23- EXHIBIT A JKM Parcels PARCEL A: 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. PARCEL B: Parcel 3,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. PARCEL C: 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. 01889367-1 -24- EXHIBIT B Land Swap Agreement 01889367-I -25- AGREEMENT FOR EXCHANGE OF REAL PROPERTY THIS AGREEMENT FOR EXCHANGE OF REAL PROPERTY (the "Agreement") is made and entered into as of the 26 day of January , 2023 (the "Effective Date"), by and between BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company ("BBTCA") and CITY OF BOYNTON BEACH, FLORIDA ("City"). This Agreement may refer to BBTCA or City individually as a "Party" or may refer to BBTCA and City collectively as"Parties". WITNESSETH: WHEREAS, BBTCA is under contract to acquire that certain real property and improvements thereon situate in the City of Boynton Beach, Palm Beach County, Florida, more particularly described in Exhibit"A"attached hereto (the"BBTCA Parcel"); and WHEREAS, City is the owner of that certain real property and improvements thereon situate in City of Boynton Beach, Palm Beach County, Florida, more particularly described in Exhibit"B"attached hereto (the "City Parcel"); and WHEREAS, BBTCA is under contract with JKM BTS North, LLC,JKM BTS South, LLC and JKM BTS Central, LLC(together, "J1KM")to acquire certain real property located in Boynton Beach, Florida located adjacent to and near the BBTCA Parcel and the City Parcel (the "JKM Closing") simultaneous with the acquisition described herein; and WHEREAS, BBTCA is currently negotiating a separate agreement with City regarding development of,among other properties,the City Parcel and other adjacent and/or nearby parcels which BBTCA is acquiring from JKM (the"Development Agreement"). WHEREAS, contingent upon the JKM Closing, BBTCA has agreed to convey the BBTCA Parcel to City in exchange for City conveying to BBTCA the City Parcel; and NOW, THEREFORE, in consideration of Ten Dollars ($10.00) to each paid, and the mutual covenants and undertakings hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereto, each intending to be legally bound hereby, do represent, warrant, covenant and agree with each other as follows: I. Exchanee of Properties. BBTCA agrees to convey and exchange the BBTCA Parcel to City in consideration of, and in exchange for, the conveyance and exchange to BBTCA of the City Parcel. The BBTCA Parcel and the City Parcel are sometimes collectively referred to herein as the"Parcels" or each a"Parcel". 2. Proration of Property Taxes and Assessments. Where applicable, real property taxes and assessments levied upon each shall be apportioned and prorated as of the Closing Date. If the amount of taxes for the year to be prorated cannot be ascertained as of the Closing, the rates, millages, and assessed valuations for the preceding calendar year (with known changes) shall be used for purposes of making the prorations at Closing, which prorations shall be adjusted when the actual proration is known. The provisions of this Section shall survive the Closing. (00549748.1 306-9905263 1 3. Closing Costs. General closing costs shall be shared equally by the Parties, including, but not limited to, recording costs, title insurance premiums and survey costs. Notwithstanding the foregoing, the Parties agree that BBTCA shall be solely responsible for the documentary stamps for both Parcels. The value of the two Parcels together, for the purpose of determining equivalent consideration for documentary stamp taxes and title insurance, is stipulated to be not more than a total of$6 million. Each party shall pay the expenses of their separate attorneys, environmental engineers and other due diligence consultants. Each party shall select their own respective title insurance agent. Neither party has dealt with any other broker or agent in connection with this transaction. Each Party shall indemnify and hold the other Party harmless from claims of any other broker, agent or claimant for a fee or commission related to this transaction arising by,through or under such indemnifying Party. 4. Inspection Period. Each Party shall have an "Inspection Period"which begins on the next business day following the date upon which this Agreement, fully executed and delivered by all Parties (the "Effective Date") and ends at 11:00 p.m. eastern time twenty-five (25) days after the Effective Date. The Parties shall have the Inspection Period within which to physically inspect the BBTCA Parcel and the City Parcel, as the case may be, to conduct their due diligence. Each Party's officers, employees, consultants, attorneys and other authorized representatives, shall have the right to reasonable access to the BBTCA Parcel and the City Parcel, respectively, and to all title information, surveys, environmental assessment reports and other information concerning the condition of such Parcels, at reasonable times during the Inspection Period for the purpose of inspecting such Parcels, taking soil and ground water samples, conducting hazardous materials and wetlands inspections, tests and assessments, and otherwise conducting its due diligence review of such Parcel(s). Each Party hereby agrees to indemnify and hold the other Party harmless from any damages, liabilities or claims for property damage or personal injury and mechanics or construction liens caused or created by the indemnifying Party or its agents or contractors. Each Party shall cooperate with and assist the other Party in making such inspections and reviews and in obtaining any governmental approvals for the exchange and contemplated uses of the Parties. Each Party shall give the other Party any authorizations, which may be required in order to gain access to records or other information pertaining to the particular Parcel or the use thereof maintained by any third party, governmental or quasi-governmental authorities or organizations. The Parties may mutually agree to extend the Inspection Period should conditions be found that would require additional analysis. The indemnities contained in this section shall survive the Closing or sooner termination of this Agreement. 5. Termination Right. Within the Inspection Period, either Party may, in its sole discretion, for any reason or for no reason, elect to terminate this Agreement, which election shall be made by notice to the other Party given within the Inspection Period. If such notice is not timely given, this Agreement and all rights, duties and obligations of the Parties (including without limitation their respective obligations to close the transaction), shall, subject to the terms and conditions hereof, become fully binding and the Parties shall proceed to Closing. If either Party timely furnishes such notice of termination to the other Party, this Agreement shall terminate and be of no further force or effect, except those provisions hereof which shall expressly survive termination. {00549746.1306990263) -2- 6. Title Commitment and Survey; Permitted Exceptions. Within five (5) days after the Effective Date, each Party shall furnish to the other and to each other's counsel copies of any existing title information and surveys in its possession regarding the Parcel owned by it. Within fifteen (15) days of Effective Date, the Parties shall order, at their own expense, a title insurance commitment and current survey for each respective Parcel being acquired by that Party. Each Party shall have five (5) days after its receipt of both the title insurance commitment and survey for the Parcel it is acquiring within which to notify the other Party in writing of any conditions defects, encroachments or other objections to title or survey, which adversely affect marketability of title to the Parcel and are otherwise not acceptable to such Party. Any matter disclosed by such title insurance commitment (other than liens removable by the payment of money) or by such survey, which is not timely specified in such notice, shall be deemed a "Permitted Exception." Each Party shall respond within 10 days of receipt of such notice advising whether they intend to cure Each Party shall use reasonable and diligent efforts to cure all objections to title or survey by Closing. If the responding Party does not agree to cure any such qualifying defects in title, then the objecting party may, within five (5) business days of receipt of such response, terminate the Contract by written notice to the other Party whereupon the Parties shall have no further obligations hereunder. Otherwise, such defects objected to shall be deemed "Permitted Exceptions". Otherwise, the responding Party shall cause such defects to be cured at or prior to Closing. Notwithstanding the foregoing, mortgages, liens and other monetary encumbrances for which a liquidated amount can be ascertained shall be satisfied in full by the conveying Party at or prior to Closing. 7. Warranties. Representations and Covenants of the Parties. BBTCA represents and warrants to City as to the BBTCA Parcel, and City represents and warrants to BBTCA as to the City Parcel, respectively, as follows: (a) BBTCA is duly formed, validly existing and in good standing under the laws of its state of formation and has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by each Party has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable against each Party in accordance with its terms and conditions. (c) No condemnation or eminent domain proceedings are now pending or, to the best of their knowledge, threatened and such Party has received no notice from any governmental agency or authority or other potential condemnor concerning any right-of-way, utility or other taking which may affect the Parcel owned by it. (d) To the best of its knowledge, the Parcel owned by such Party does not now contain nor has it contained any underground storage tanks, material amounts of hazardous material or landfills. Such Party has used no hazardous material at the Parcel owned by it, nor has such Party knowingly permitted any other person to do so. (e) Neither Party is a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, or under any comparable state statutes which are applicable to this (0o549718.i 3c6.9905163) -3- transaction. At Closing, each Party will execute and deliver to the other Party an affidavit regarding such matters. (f) To each Party's knowledge, with respect to the Parcel owned by such Party,there are no(1)existing or pending improvement liens affecting such Parcel; (2)violations of building codes and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders or requirements affecting such Parcel; (3) existing, pending or threatened lawsuits or appeals of prior lawsuits affecting such Parcel; (4) existing, pending or threatened condemnation proceedings affecting such Parcel; (5) existing, pending or threatened zoning, building or other moratoria, downzoning petitions,proceedings, restrictive allocations or similar matters that could affect Buyer's use of such Parcel. 8. Closing. Closing shall occur simultaneous with the JKM Closing. Notwithstanding anything herein to the contrary, if(i) the JKM Closing does not occur on or before December 31, 2023 (or other date agreed to by the Parties in an executed amendment to the Agreement) for any reason whatsoever and (ii) the Development Agreement is not entered into and fully executed by City and BBTCA and released from escrow as provided in such Development Agreement on or before December 31, 2023 (or other date agreed to by the Parties in an executed amendment to the Agreement) for any reason whatsoever,then either Party may, in its sole and absolute discretion, terminate this Agreement by written notice to the other Party, whereupon both Parties shall be automatically released from all obligations hereunder. 9. Closing Procedures. At Closing: (a) BBTCA shall convey title to the BBTCA Parcel to City via special warranty deed free and clear of all interests, liens and encumbrances, except Permitted Exceptions. (b) City shall convey title to the City Parcel to BBTCA by special warranty deed free and clear of all interests, liens and encumbrances, except Permitted Exceptions. (c) Each Party shall execute and deliver to the other Party such resolutions, affidavits, certifications and other instruments reasonably requested by a Party or by the respective title insurance company to effectuate the transactions contemplated hereby. 10. Default. In the event that either Party shall fail to fully and timely perform any of its obligations hereunder prior to Closing, and such failure shall continue for ten (10) days following notice thereof in writing from the non-defaulting Party, then the non-defaulting Party shall be entitled to any and all of the following remedies: seek and pursue specific performance of this Agreement or termination of this Agreement. In the event of a dispute between the Parties, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorney's fees, costs and expenses incurred, including such fees, costs and expenses for all pre-suit legal services, all trial, post judgment and appellate court proceedings, any arbitration, mediation, and bankruptcy court proceedings, and including legal assistant time and other costs and expenses even if not taxable as court costs. However, the amount of the City's liability under this paragraph shall not exceed the amount established in Section 768.28, Florida Statutes, regardless of whether the City's liability is subject to protection under Section 768.28. (00549748.1306'9905 63} 4- l 1. Risk of Loss. If, prior to Closing, either Parcel, or any part thereof, shall be condemned or transferred in lieu of condemnation or become the subject of pending or threatened condemnation proceedings, then the affected Party shall so notify the other Party in writing, and: (a) Major Loss. If such event would (in the affected Party's reasonable opinion) materially and adversely affect the affected Party's ability to develop its Parcel as intended (the City Parcel as a multifamily community; the BBTCA Parcel as a hotel), then the affected Party shall have the option either to (x) terminate this Agreement by giving written notice to the other Party within ten(10)days after receiving notice thereof or(y)consummate the transaction contemplated by this Agreement notwithstanding such condemnation. If either Party elects to terminate this Agreement, both parties hereto shall thereafter be released from all further obligations each to the other hereunder except the Parties shall not be released from those obligations which survive the termination of this Agreement. If the affected Party elects to consummate the transaction contemplated by this Agreement, then the Affected Party shall be entitled to (and the other Party shall assign to the affected Party all of the other Party's interest in, of and to) condemnation payments, awards and settlements. In the event the affected Party fails to notify Seller of its election of either Paragraph 11(a)(x) or Paragraph 11(a)(y) within the appropriate time period set forth above, then Buyer shall be conclusively deemed to have elected Paragraph 11(a)(y). 12. Assignment: Successors and Assitns. This Agreement is personal to the Parties and not assignable by either without the consent of the other; provided, however, that BBTCA may assign this contract to its affiliate upon 20 days notice to the City. 13. Applicable Law and Venue. This Agreement is to be construed and enforced according to the laws of the State of Florida. Venue shall be in Palm Beach County,Florida. 14. Notices. All notices herein required shall be in writing. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand-delivered personally or sent by express mail or courier service or by email or by fax to the addresses set forth below: As to BBTCA: do Time Equities, Inc. 55 Fifth Avenue 15`h Floor New York,NY 10003 ATTN: Robert Singer,Director of Development Melinda Rubenstein,Esq.,General Counsel rsinger@timeequities.com com mrubenstein(()timeequities.com With a copy to: Greenspoon Marder LLP 200 E. Broward Blvd., Suite 1800 Fort Lauderdale, FL 33301 ATTN: Mark J. Lynn, Esq. mark.lynn@gmlaw.com [0054974*.,30990S'3) -5- As to the City: City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 ATTN: Dan Dugger, City Manager With a copy to: Michael Cirullo,Jr. Goren Cherof Doody and Ezrol, PA 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, FL 33308 MCirulloracorencherof.com Kathryn Rossmell Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 krossmell(a 11w-law.corn Any notice or demand to be given hereunder shall be deemed sufficiently given for all purposes hereunder (1) at the time such notices or demands are hand-delivered, or (2) upon receipt or refusal of delivery if sent by reputable overnight courier service or (3) upon sending by email provided the sending does not receive a message signaling an error in delivery. Any Party hereto may change its address by notice in writing to the other parties in the manner herein provided. Counsel for either Party may provide notices for their respective clients. 15. Time. Time is of the essence of this Agreement, provided that if any date upon which some action, notice or response is required of any party hereunder occurs on a weekend or national holiday, such action, notice or response shall not be required until the next succeeding business day. 16. Entire Aereement. This Agreement contains all of the agreements, representations, and warranties of the parties hereto and supersedes all other discussions, understandings or agreements in respect to the subject matter hereof. l7. Construction. This Agreement shall not be construed more strictly against either party by virtue of the preparation of this Agreement. This Agreement may be executed in counterparts, each of which shall be an original and both of which shall constitute one and the same agreement. This Agreement may be signed electronically or by e-mail. 18. AS IS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS, IT IS UNDERSTOOD AND AGREED THAT EACH PARTY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITJONS, VALUE, OPERATING HISTORY, OR ANY (00549748.+306.9905263) -6- OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EACH PARTY AGREES THAT WITH RESPECT TO THE PROPERTY SUCH PARTY IS ACQUIRING AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SUCH PARTY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF THE CONVEYING PARTY, ITS AGENTS OR EMPLOYEES. EACH PARTY REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT SUCH PARTY IS IS RELYING SOLELY ON ITS OWN EXPERIENCE AND ITS OWN CONSULTANTS, AND EACH PARTY, AS OF THE INSPECTION COMPLETION DATE, SHALL HAVE CONDUCTED SUCH INVESTIGATIONS AND INSPECTIONS OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, PHYSICAL AND ENVIRONMENTAL CONDITIONS,AND SHALL RELY UPON SAME, AND UPON CLOSING, SHALL ASSUME THE RISK OF ALL ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS WHICH MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. EACH PARTY ACKNOWLEDGES AND AGREES THAT UPON CLOSING, THE CONVEYING PARTY SHALL SELL AND CONVEY TO THE ACQUIRING PARTY AND THE ACQUIRING PARTY SHALL PURCHASE AND ACCEPT FROM THE CONVEYING PARTY THE PROPERTY "AS IS" AND "WHERE IS" WITH ALL FAULTS AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES, REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING. [Remainder of page intentionally left blank-signatures appear on the following page] (o.549766.+3c699O5263) -7- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. "BBTCA" BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a lorida limited u... .\__\." liability c mpany By: �� ‘.1\--A-.1 � Print Name: '-,G -t4-- O Title: all IINQr AC Date: --) CL 11 (iL(: r ,).-G, i Dt ,3 "CITY" CITY OF BOYNTON BEACH By: Print Name: / l.1 i >47 (. _61.-- _) Title: 1-i- (-,1 1 { Date:_/ aG f a3 (00549748,306 9905i63) -8 Exhibit"A" (Legal Description of BBTCA Parcel) Parcel 3,Boynton Beach Town Square,according to the plat thereof,as recorded beginning in Plat Book 127, Page 1, of the Public Records of Palm Beach County, Florida. Exhibit"B" (Legal Description of City Parcel) Parcel 1,Boynton Beach Town Square, according to the plat thereof, as recorded beginning in Plat Book 127,Page 1,of the Public Records of Palm Beach County,Florida. EXHIBIT B-1 DEVELOPER SWAP PARCEL 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. 01889367-I -26- EXHIBIT B-2 CENTRAL PARCEL Parcel 3,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. 01889367-I -27- EXHIBIT C Escrow Agreement 01889367.1 -28- ESCROW AGREEMENT rnAhis Escrow Agreement (the "Agreement"), is entered into this day of 2023, among CITY OF BOYNTON BEACH, FLORIDA ("City") BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liability company ("BBTCA"), and Goren, Cherof, Doody & Ezrol, P.A., a Florida Profit Corporation ("Escrow Agent"). WITNESSETH: WHEREAS, in connection with the prospective development of that project commonly known as Boynton Beach Town Square bounded generally by Seacrest Blvd., E. Boynton Beach Blvd., SE 2°d Avenue and NE I" Street in Boynton Beach, Florida, (the "Property"), City and BBTCA have executed the following agreements: a. Development Agreement by City and BBTCA("Development Agreement") (one original), b. Temporary Parking Easement Agreement by City and BBTCA ("Temporary Parking Easement")(two originals),and c. Continuing Parking Lease Agreement(two originals) together,the"Escrow Documents"; and WHEREAS, BBTCA is under contract with JKM BTS North, LLC, a Florida limited liability company, JKM BTS Central, LLC, a Florida limited liability company and JICM BTS South, LLC, a Florida limited liability company (together, "JKM") to acquire a portion of the Property,the closing of which is anticipated to occur on or before December 31, 2023 (the"JKM Closing"); and WHEREAS, prior to entering into this Agreement City and BBTCA have entered into that certain Land Swap Agreement pursuant to which, City will convey certain City-owned property to BBTCA in exchange for which BBTCA will simultaneously convey a portion of the property acquired from JICM to City (the "Land Swap Closing"), which closing shall occur simultaneously with the JKM Closing(the JKM Closing and the Land Swap Closing are referred to together as the"Closings"); and WHEREAS, JKM and City are in litigation regarding the terms of a prior development agreement between those parties in the case styled City of Boynton Beach v. JKM BTS Capital, LLC, Case No. 502020CA012780XXXXMB; which litigation will be fully resolved by the agreed terms of the Settlement Agreement, which Settlement Agreement is contingent upon the JKM Closing, the execution of the Development Agreement, and the Temporary Parking Easement becoming effective simultaneous with the effective date of the Development Agreement;and WHEREAS, City and BBTCA have agreed that the Escrow Documents shall be binding on the parties and released by Escrow Agent only upon the occurrence of the Closings and upon compliance with the following terms and conditions. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon fk 01888469.3 Escrow Agreement-Boynton Beach project:51781462_1 and subject to the terms, provisions and conditions hereinafter set forth, City and BBTCA and Escrow Agent hereby agree as follows: 1. Recitals. The Recitations set forth above are incorporated herein by this reference. 2. Receipt by Escrow Agent. Escrow Agent hereby acknowledges receipt of the Escrow Documents. 3. Release of Escrow Documents. Escrow Agent shall hold the Escrow Documents in escrow until the Closings occur. The occurrence of the Closings shall be evidenced by simultaneous execution and delivery to Escrow Agent of (i) a letter executed by BBTCA, confirming that the JKM Closing has occurred and Escrow Agent is authorized to release the Escrow Documents,and (ii)a joint letter executed by BBTCA and City,confirming that the Land Swap Closing has occurred and Escrow Agent is authorized to release the Escrow Documents (the "Confirming Letters"). Escrow Agent's receipt of the Confirming Letters via e-mail delivery shall constitute irrevocable and conclusive authorization for Escrow Agent to immediately release all of the Escrow Documents,as set forth below: a. Development Agreement - An executed copy shall be delivered via e-mail to City and BBTCA,with the original to be delivered to City via overnight delivery; b. Temporary Parking Easement Agreement-shall be recorded by Escrow Agent in the Public Records of Palm Beach County, Florida (after the recording of the applicable documents for the Closings) and a recorded copy shall be delivered via e-mail to City and BBTCA; and c. Continuing Parking Lease Agreement - An executed copy shall be delivered via e- mail to City and BBTCA, with the original to be delivered via overnight delivery to City and one copy delivered via overnight delivery to BBTCA. The Confirming Letters shall also serve as irrevocable and conclusive confirmation that the Escrow Documents are binding and of immediate force and effect, and may be dated by Escrow Agent on the same date as such Confirmation Letters are received by Escrow Agent. 4. Escrow Provisions. The Escrow Agent is acting as stakeholder only with respect to the Escrow Documents. If there is any valid dispute as to whether the Escrow Agent is obligated to release and record (as applicable), or continue to hold the Escrow Documents, the Escrow Agent shall not take any further action, but in such event, the Escrow Agent shall hold same until receipt by it of joint authorization in writing, directing the disposition of same executed by City and BBTCA; or in the absence of such authorization, the Escrow Agent shall hold the Escrow Documents until final determination of the rights of the applicable parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within five(5)business days of written demand by Escrow Agent to BBTCA and City and diligently continued, the Escrow Agent may bring an interpleader or other court action as Escrow Agent deems appropriate. Any such court action must be brought in Palm Beach County, Florida. The Escrow Agent shall be reimbursed by BBTCA and City (who shall be jointly and severally responsible for such reimbursement) for all reasonable costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees. Upon completion of delivery of the recorded.Escrow Documents to the appropriate parties, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross 01888469-3 Escrow Agreement-Boynton Beach project:51781462_1 negligence. This Agreement will expire when the Escrow Documents have been recorded (as applicable)and delivered to the appropriate parties as set forth herein. 5. Liabilities of Escrow Agent. Escrow Agent shall be liable only to hold the Escrow Documents received herewith and to hold, record (as applicable) and deliver them to the appropriate parties in accordance with the provisions of this Agreement and any amendments hereto, it is being expressly understood that by acceptance hereof Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses,or expenses unless same shall be caused by its gross negligence or willful malfeasance. 6. Modification or Termination. This Agreement shall not be modified, revoked, released, or terminated, except upon the mutual consent of City, BBTCA and Escrow Agent given in writing and delivered to Escrow Agent subject to the provisions of Paragraph 7 hereof. 7. Resignation of Escrow Agent. Should, at any time, any attempt be made to modify this Agreement in a manner that would increase the duties and responsibilities of Escrow Agent, or to modify this Agreement in any manner that Escrow Agent shall deem undesirable, or at any other time,Escrow Agent may resign by notifying the parties hereto in writing,by certified mail to their respective addresses set forth below; and until the acceptance by a successor as escrow agent as shall be appointed by such parties and delivery of the Escrow Documents to the successor escrow agent, Escrow Agent's only remaining obligation shall be to perform its duties hereunder in accordance with the terms of this Agreement. 8. Public Records. The City is a municipality subject to Chapter 119, Florida Statutes. The Escrow Agent shall comply with Florida's Public Records Law. Specifically, the Escrow Agent shall: a. Keep and maintain public records required by the City to perform the Escrow Agent's responsibilities described in this Agreement. b. Upon request from the City's custodian of public records,provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City. d. Upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Escrow Agent or keep and maintain public records required by the City to perform the service. If the Escrow Agent transfers all public records to the City upon completion of the Agreement, the Escrow Agent shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Escrow Agent keeps and maintains public records upon completion of the contract, the Escrow Agent shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE ESCROW AGENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO 01888469-3 Escrow Agreement-Boynton Beach project:51781462_1 THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)742-6060; 100 E. Ocean Avenue, Boynton Beach, Florida 33435; or citvclerk(a.bbfl.us. The Escrow Agent also understands that City may disclose any document in connection with this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. 9. Additional Provisions. This Agreement contains the entire understanding between and among City,BBTCA and Escrow Agent, and shall be binding upon and inure to the benefit of such parties, and subject to its terms, their respective successors, heirs, assigns, and legal representatives. This Agreement may be executed and delivered in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is being executed and delivered in and shall be governed by and construed and enforced in accordance with the laws of the State of Florida. In the event of litigation between any of the parties, the parties hereby irrevocably agree that venue shall be in a court of competent jurisdiction in Palm Beach County, Florida. Facsimile or electronic transmission copies of execution pages of this Agreement or any amendments of this Agreement or notices pursuant this Agreement shall constitute original execution documents for purposes of this Agreement or any such amendment or notice. BBTCA hereby acknowledges that Escrow Agent is also counsel for the City in the transactions contemplated in this Agreement and the Escrow Documents. In the event of a dispute between any of the parties, the parties consent to Escrow Agent continuing to represent the City(to the extent permitted under applicable law), notwithstanding that Escrow Agent shall continue to have the duties provided for in this Agreement. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the City as set forth in Section 768.28,Florida Statutes and any liability to the City arising or concerning this Agreement shall be limited to the amount set forth in Section 768.28,Florida Statutes. 10. Notices. Any notices required or permitted to be given hereunder shall be given by overnight courier, certified or registered mail, return receipt requested, to the following addresses or to such other single address as either party hereto shall notify the other: For BBTCA: 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 rsinger@timeequities.com With Counterpart to: Mark J.Lynn,Esq. Greenspoon Marder LLP 200 E.Broward Boulevard Suite 1800 Fort Lauderdale,FL 33301 e-mail: mark.lynn angmlaw.com 0888469.3 Escrow Agreement-Boynton Beach project:51781462_1 For the City: Dan Duggar, City Manager 100 E.Ocean Avenue Boynton Beach,FL 33435 Email: DuggarD®bbfl.us With Counterparts to: Michael D. Cirullo,Jr. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Email: MCirullo@GorenCherof.com Kathryn B. Rossmell 360 S.Rosemary Avenue, Suite 1100 West Palm Beach,FL 33410 Email: krossmell@llw-law.com Escrow Agent: Michael D. Cirullo,Jr. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, FL 33308 Email:MCirullo®GorenCherof.com [THIS SPACE INTENTIONALLY LEFT BLANK] 01888469-3 Escrow Agreement-Boynton Beach project:51781462_1 1 GOREN,CHEROF, . )ODY& 'OL,P.A. Witnesses: cam -/ ' -VA1V By: • / - (Signa ure) Name:444,4d Gird ! ' Title: Iii,A fdD/ 1 . A%alt. A` - -C.(c PrintNy IIIR . ..:.d4.,/,/ i - / (Sir�ure) 4/ S • oA/ Print ame 01888469-3 Escrow Agreement-Boynton Beach project:51781462_1 IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement as of the date set forth above. Signed,sealed and delivered In the presence of: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC,a Florida limited liability company i es •s: ' \). -/A I, . / a P By: ,. ._ (Signature Name: WA- V.Lfdd, Title: ()Aeon`` 't 'C- 4/`/ ice( I Print /Nam{e� (Signature) 0.444410- Vikt%- Print Name CITY OF BOYNTON BEACH, FLORIDA,a Florida municipal corporation W' .ses: B •Z / _.s- (Signa re Name: �/ ��. s • i Title: i¢ e I) , -.r* ti f- Prin . ;,i, / - 1 --,..:6(NTON `t 4 4:nature) , 0..�.,09 e%..170'e " _ �1/it/���SD� I r • Pr Name ; .INCORF�Rr% :ED 41 ; y 1924 : • •. ,`‘.� FLOR\oP=- ouuw6►a Escrow Agreement-Boynton Beach project:51781462_1 BEACH EXHIBIT D Proposed Master Plan 01889367-1 -29- \L-__. I - i I ._. - DEVELOPMENT TEAM LOCATION MAP — -�•-s-.fir_.- ® .y..._._.�.-.-._ _ : -''.—.y'-r:- ® DMLDFER.Ss l�VEraES.1�9D Ro0N suRVEwR:79000560 3R STE 1000 I L.P.N j ��]i:OONBEACHBOULEVA'D .00m °� Evr .Nv,00ro EDURAro"FL"o �i� f (5611302.199, --, deal n .moi. .._.. _.. PLOWER: IIOCLE ESI(i5 STlDO TRAFFIC RMLEV HORN 1N* tU • • I+I� —•001R60y1 —� r+ 6,0 CLEAATB STREET,STE CU02 CML 1930 NERNA NNE.SW/302 _\\� I N•• -• - •'—r—_ I ••:� ■ NEST P.W 854533 FL JN01 EMDMEEl1' WEST PAW BEACH.FL 3JLTJ ;lin C ! p,RMICII 156,1]66-1100 f1611N6066S v L-- $ I ARCMRECT (WA*R-1102 S W106CAPE AiCHOECTJRALALLNNCElAWSCAR = UTBr1 o. li PHASES 695050274 COURT ISUTE 1513 ARCHITECT:612 SWM AVE L"Bp•""� I MA135507A 33156 FORT 626511 LE.RJ33t5 I •RTI RESIDENTIAL/ 1 DOOv199, N6.1n.aeee Noa1x wLandscaOCKKas so.srm� 1 am P•-.s.P.n55.T ..... COMMERCIAL I pears ����,F„m,,,, 1'1 I 441 UNITSc.8313 PD j R.4(01M I 1 . IVT:WTIVOT•YFHFRO,BNRONING Exhibit D -Master Plan FIRE STAT10N 1 of 2 5.,-;-::-::-77,=--= - ,t PARCEL d :" ::w-z-..z. T o�A9. •-4,,,,, IOLe p L 02 09, 2023 �� --��v. 4,..di ------ SITE DATA -Il mE'Elm `i._._ iw1-'"._ ----'- E 1ST AVE-. _ -, . •. Y -- .._ - - IwTO BE DEDH;ATED iLi 1 j� .. :T , —•iRJ lv, PROJECT PHASE I.OONT/ CMC 2•tgYIN ORDAIN •.teMtRAL 1' . WREST IP WAN .to• I !•F° • ,� -. TAIY•T 201E10 =ED VSE31MA31 �, IO'vERLAVS BVPHA3E OT00p coo I DTo00 coo DTD00 BIRD I 05000 COO I 11 J I 8 . �- • RESEIENTNL MOM osT.ryI DTDDD aNFl9 M1304€6:50 Th AMM W 4i H,....l PHASEI PROPOSE 5,9 N• I i';� GOVERNMENT/ p fl„ PHASE 4 I 11/t.RESOMMAL UMTS I 962 CIVIC eteRw CENTRAL PARCEL S.FLOOR LS�•204433 0.41esWOOD swap J TS' 3s Fut LM1 Daaw ,u ROOMS o,oOO.Do.•u.l.,lt...Oros Dw•Ly...D•.n L06.6•r..-.0•.r,...,,,,...6..afa 15...../,S On Nuwv.w.n..MeE.. 1 '.,I' avA.e, cu;,,w ELME . AMMO I 16,000 BF COMM. • 1°00Di 9i I iia' GARAGE SP. MAGNUSON PROJECT SUMMARY j , s - c M.2010•3 I : HOUSE I1 I - I� .. I PARCEL NATE FMAKI P RMCEL AREAPROPOSED WUL BuIDNO PROPOSED MIL ' • / F ARA MDI A ARUM"' j I.. COMMERCIAL ISM i I `„y, _ I I ov✓OCMc 1 3.64 p 166791 •,3o.9w 1Ex6t:wr OM EXETER W /✓ j 90VIIUEMCOM 2 3.02 1 21 171.! MIIlE.IMIS 600.11• Seo 77TH LL _ • - • jNCR1NIE&COM 3 119 SWAM a?KS.LEIS MUM 305 t1.3M . •• �+.� 1..1L 52.430 to 1100.! ,M,OS 3.60 Q --- r- oars Y • - - E OCEAN AVE-----IA-: • GIIOSSAIRII 10.02 w9S•E as7n I F. .. .c.,,,..._:____/---'—• �� F [PLATAOW TED PROJECT O.N 0766 3o,Tu i 'ocucPCLuD SOITVI L.LIWTERRACES°O 35SM ELK OA DER•IOR OF CROSS FLOOR AREA OF CIV8lDR'S (L .CLICHES an HAu.LBawE.cHapEH6 M16ELAt CunRa CORERCY i 1 , ,L USEABLE OPEN SPACE CALCULATION rD ycu c w ORCSS 511E APE* 1632 AC. Z m 10 O I PHASE L MOUSED EA CI 505 o06101 {TAREA.PUSwNro BLSNCIMP3ARraeeCCSLL09UNDSIM REpAATpB 0 08 AC C IL s m GOVERNMENT/ (Q PROVIDED ACREAGE MPK6 ,.52 Ac WOW SF •O-. .d`., 0 c ti EIMMOFREHALl1 CMC A•sH,� . I CO NOS �. N 1 ° ate,'` F- 052 �i I • UJ 1I TK MISTER P5AN PROPERTY 80U4DARES.TOTAL Ld1 AND PARCEL AREAS ARE BASED ON TFE RECORDED PLAT 138127 PAGES,.5.E%CIIAIIO 3430X3 8 / I!Q 4 e 1i. I UJ IFlRE SMTgNIII MO RDW TERM CF WAY TPACiS. — 3 ' W lI A. 21 TE NI/IERO NIDOCBF0INIBAIO&AIpKi IEIGM ARE BASED R1 PAf111CIPATGN,N w0815 RCE HOIISIN7 pp](iFAMfN410 FIN491A1DI101E1(PII$ (n -. - R SHALL BE DdNMN1 WITHWMPNOtriALr 1 �. \ __-•.. 3)BULD1MG arRJI€S IN RA3ES2SJARL APPROILIAATEAW 616JECT TOSIE PUNAPP(E 4*6 AIO PLMATT50i [,1 I,. �_.), P. .. .._.._..---- r1 . •LJ P S.E 1ST AVE 330 R08 Y 61 GARMIE PAPoUNG.RECCE/GIN.PAWNS RAMS BASED ON PART II,CHAPTER..ARTICLE V.8EC1KR 3 0 PARKING RED-COORS ORS FGR SUSTAINABIUTE ..yl._.-._._._._.-.-.�._.+.T•T ��E A ^ - l APPRWK CF TIE PRCPGSED PARMA°RATE IEDUCTON 3l003 PARTCIPATp11N SVSTNFABILRV IS C0OITOKD CH TIE SRE PLAN APPRO./AU SI NORTH 5 1 WRME_ 5)GARAGE AMEND.O0.•TA;MC PROVIDED IN PHVES 24.3 SUPPORT IMES IN RASE 3 0 V 60 ,70' S • •, . mow COIN 6)PANOHG REQ.RED FOS PHASE 2306)3)10 BE PROVIDED d1 PHN.4E.SITE Xw. .-tea, 1 ilk., I 71 GARAGE ENTRANCE LOCATCFI$ARE APPRCJ IVA3E NO SUBJECT TO SITE PLAN APPROVALS NO PEIAETTNG — '+°a PHASE 2 61 RASE A USES ARE ESTIMATED FOR TIE MASTER RAN MO SUBJECT TO C.HSHEE AT UE DISCRETION BY TE CM RASE*USES SMALL BE CCWAPABLE TO pa/awl r: 00.M01 jt I SOUTH RESIDEN11A TE CURRENTPRn3oBAL ore BE UP roEaMR rvALE1N .,,,,,, reHSITY P, EF 0D� p am COMMERCIAL 1 31 LOGTON OF PUBLIC RF5TROD 0 W SUBJECT 10CHANGE AT 111/£Cf SITE PLAN APP3.0*1 I8U15NALL SE LOCATED IN PHASE 1 SITE AS PER s, 0222 . 457 UMTS { 1 OEVELOPIortAOiEt?EM. .•on 0453. •� I i .s ANA 11 AN 17oN.r. 1 101 ON STREET PARONG WILL BE PROVIDED WHERE POSSIBLE W THO R ALL ABUTSTREETS AT IRE OF SITE AN APPLIC AM? RowNin Db. 8 I 67.•33..0 ivm.vA.96,-.6•9I 1,1 ALL 105305 UIES WILL BE RELOCATED l/NDERf7q)0 SUBJECT TO EPL APPROVAL £ I I li Z 4(.01,14T I1 LEGEND € wm N CF - Ra:TR.w P.T. — • 3 - -SE 2ND-AVE - 7 g { / i of2 I 11 MIIIIIM I 1 t._-. --..4 _ Exhibit D - Master Plan urban OYNTON BEACH BQULEVABD _ - 2 of 2 C�e$I n -- `' .. L\st0611 02 09, 2023 $ o • {1 I I Urban 1 Land Planning I RATIOY PHASE 3 I PARKING SPACES REQUIRED SPACES lands Iy.AIeRMIe r. 1 I j1 J NORTH RESIDENTIAL P,AaE,.D„ ,.,,EMT,GyK '"� n�:1. R CM,YRbMyCM1lfrn.Mena 11..37) SF p300 121 • COMMERCIAL - j23/01 --w*+a• net.PM erlaninn - (' I I CR W,YA0.I . . 250 SEATS 1N r.m•r. --' I 1I .J 1.020 GARAGE SP. CHEW Wan, �CHM r y=Y.r elm �J ' 1' 220N STREET SP. i C./HSr7 11 Wire .70,4 4eYPuonlbw 100 rr ..r..... _____I 1 I, ocs,ew •1 P..../P.,II,t,......A.Pr., ` -�`.--.•--.. h. tncu.1.1 L, ,'PHASE2•SOWN RftOfaTµ/CCMa. QUANTITY OM1! RAW REOAtIND 1{ -- I `' I cw/.0[147011 i RyYnM11Ar•TRY S."',.. &I BeJmn lli a7. !0 UIf 1]] lit: ♦ T - -- ------ ---.. 2.O.roan4Ar 207 1140 1N aM .:t'lS.1.''-5,- -..-. CC - -- ,. Render.Own ST 1140 a1s ec --4.S.---- __ _ Parltq Spar.AyO.... Q .._.._..l•--------''� . II 4 PHASE a.MORTM ASSHDENI,AL/COIN. QUART., 1211111 RAW REQUIRED fi1 • sew enafsr. res .. A.w.rlus-rorPA..1 ..f wort I tii Oran Brew Ur 111 Vet 119 300 2/13•ArnIUNN J .12'. R..MrwQom 441 VII 015 eT SD urer I es 3s/ PHASE 4 I carb+.a.I Moa» u +R00 u I I I L • ' PI....a Prang Spoon-Rep** •M N 1' 1 PHASE 1 ENTRAL PARCEL a Ra _ 1 GOVERNMENT/CIVIC I I MATE.-CEAMALPAAeec- awrtrc UMn RAZE- REQUIRED ii_--' I 1. ; 144 HOTEL ROOM �i .W Roane 1M ROOMS tin 'OH .L+ • XISTING 20 OFF6TREET SP. I ISO SPACES R ca"A'aa 'eaa° Si 'Qoo 1• 75.000 SF COMM, 0- ' 1 I EXISTING 20 ON TTREET SP. • Tose•heft,SP•a.-R.P•.d tM II 1f / SPACER J I 11 , I / TOTAL SPACES REOURED I 2.3”1 CLD 1, I01 01 7 A 1..� ''--_,`�..• Y' 1• PARKING SPACES PROMO® WAGES f/��L/E \a--••-•• •• P12341.007ERRMEMLCTVK13) --W 1 •�� C .Tam H /� d OCEAN AVE ____ G.,a,. Q of j _.r. �Fo,sr.r Orr 31 C I. .. �. ._ _._. I uslrrw. x J - /�-- 1s _1 I IPlrrf....Sr:.fPaM•P.tear N LL ` I• ,I �__� I oruADa A 4114311.SanXREao6MMAL/Cam. t LO 71 .. ,' 7 q I Gana I r...Tar_ fa U) ca n' MII f II' L PHAS�1 I W tcc Nava MA Z CO CO I Iiigj11 GOVERNMENT/CIVIC Ice Men npb.Cm.NRMILr u « a a. X j 7m ; y IIPR.es2 PrlafSPIMI-P1..YI OM Q I r'la)�I EXISTING 1S OFF STREET SP. 1: IMAMS.MMITMRIRNRNMLPCDIw 0 i, m II44 EXISTING 11 ON�TREET SP. . f 0.0P SP•oM-rel .__2Mri m a % I I II IW 1 1,......111030.04 011011 j14 ti 111 c.— vs c1u...-EMIT 2R II 1��Q#q1 CaSaasnaM On Seen SP.a.bCaaaWlal 22 MIIMINE xIl EO SI .'1,a� .. yyy I OE Seen SPM.. e 2 I 1 '4L .Saw a' 1 IP•es•a/r•••ERI•IM•I1wIM1 FAIN I{I 1' I PHASE..CENTRAL PARCEL- t - 1 �__ �.._.-T-AVE D..lao.P...Tar tM - I-'1 - - - 1bma C.mo.,b.r to NORTH 30 -. I o.R.oE err..y r• I. Now..Panting Spam•R..HMd 210 titi -.. ' 1 I 'TOTALTor Pr.2a RO•INNING..Gall CM.NW PHASE 2 .aoAA+cM j TM.P..w2sa yey nrr ••I Tam O.OI.SM0AM4 SP_RMIa221 I I PHASE RESIDER I orweeMMrNt�e P.MrI„ 2er2m1 DOM tud COMMERCIAL e"..... OM ¢ . 1. • I •R..410441 ..,p.rw RM.Oa,PMl a Gnome a.,A.4i V.5gan a.O.PMMg Radom te En�ER MM Y --- Ir. 1 J I an,YreMM/APPa1.IMIe aaOowd 1.3MO 0a NIA.Ora,0•Wa...aabmrrealy Y war,. 010•40 ft, _GMM • 11115 GARAGE SP. 1J I Sao Pb,saorf.l tiIMMIIDIYIr E lI ON STREET SP. -•bmCar,.•ra.,a.AVO nM R SO%Pr CMLDR Parte 9 torr.An v s«2 e MEMELS/Meer 73 —___ i I 1• i -OM*.rAes.es..erebrM..m Pan.rrn.ePCba.rr SI.a.o..an Dy ins CM A,mesa. - _ \\��.FFOWWBIII LEGEND 37.0144 PIP..w.rV M PPM.a M.Pt•.ley.Pr•A tees NM bmnpabb anon. 1 u.noAnw I Paesrae.mb.aw.Mlaaery I• h r • \ I .-..- R•JEAh' 44,11 l IIIM \____ 4 MS NS.E.2NDAVE - _ TL of 2 EXHIBIT E Schematic Design Package (Includes Preliminary Site Plan) https://msaarchitectsinc.sharefile.com/d-s66919c5ce5a54556bc9151 c4d 1 b03fc 1 01885343-2 -27- COMPOSITE EXHIBIT F Temporary Parking Easement Agreements 01889367-1 -31- TEMPORARY PARKING EASEMENT AGREEMENT (NORTH PARCEL) THIS TEMPORARY PARKINGASEMENT AGREEMENT (this "Easement") is made and executed as of/I l!// 07'', , 2023, by and between Boynton Beach Town Center Apartments, LLC, a Florida limited liability company, C/O Time Equities, Inc. 55 Fifth Avenue, 15th Floor New York, NY 10003 ("Grantor") and The City of Boynton Beach, Florida, a political subdivision of the State of Florida, 100 East Ocean Avenue, Boynton Beach, FL 33435 ("City"). WITNESSETH: WHEREAS, Grantor and the City are entering into a Development Agreement ("Development Agreement") on a date even with the Effective Date (defined below), and Grantor is, or shall be on the Effective Date, the owner of certain property located in Boynton Beach, Palm Beach County, Florida described on Exhibit "A" attached hereto and made a part hereof(the "Grantor Property"); and WHEREAS, as of the date first mentioned above, the City is the beneficiary of certain recorded Temporary Parking Easement Agreements with JKM BTS Central, LLC, JKM BTS Capital, LLC, and JKM BTS North, LLC, (collectively, "JKM") recorded in Palm Beach County Official Record Book 31962, Page 1449 and Book 31962, Page 1434 (together, the "Existing Temporary Parking Easements"); and WHEREAS, Grantor intends to purchase the Grantor Property from JKM; and WHEREAS, it is the desire of Grantor and the City to terminate the Existing Temporary Parking Easements and simultaneously enter into this Easement, and enter into a like easement on certain other property known as the "Central Parcel"; and WHEREAS, the Grantor Property is the subject of a Development Agreement which contemplates development of a mixed-use project, together with a parking structure (the "Project"), and which, once constructed, is intended to be occupied by tenants to reside or conduct business therein and shall provide permanent parking to the City therein pursuant to a separate continuing parking lease agreement; WHEREAS, the temporary parking spaces provided by this Easement, along with a like easement with Grantor over the Central Parcel, are intended to satisfy the temporary parking which Grantor may hereafter be required to provide to the City with respect to the parking structure (the "North Garage") contemplated for construction upon certain property located in Boynton Beach, Palm Beach County, Florida described on Exhibit "B" attached hereto and made a part hereof(the "North Parcel") pursuant to the Development Agreement, 01889329-1 without releasing or modifying any of Grantor's other contingent obligations to provide temporary parking as referenced therein; and WHEREAS, Grantor desires to establish, create and grant for the benefit of, and as a burden upon, the Grantor Property, a temporary exclusive easement for use by City over and across the portion of the Grantor Property as described in Exhibit "C" attached hereto and made a part hereof (the "Easement Property") for the purposes and upon the terms and conditions as set forth herein, for the benefit of City; the Easement Property, together, if separately agreed in writing by City and Grantor, with an easement across adjacent property owned by another affiliate of Grantor (the "Adjacent Property") or any alternative parking arranged at another location (any such location or locations, collectively, "Alternative Property") by Grantor with the consent of City (which consent shall not be unreasonably withheld), is intended to provide at least 198 parking spaces for use by the City as set forth in this Easement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements heretofore made, and in satisfaction of the requirement to provide temporary parking under the Development Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Grantor and City hereby agree as follows: L Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Easement by reference in their entirety. 2. Parking Easement. a. Parking Easement. Grantor hereby establishes, creates and grants to the City a temporary, exclusive easement for parking on the parking areas constructed and existing from time to time within the Easement Property and for the existing road and driveway used to access the parking areas (the "Parking Easement"). Grantor establishes, creates and grants the Parking Easement for City to use, without payment of any fee or charge, the Easement Property for the intended purposes as set forth in this Easement. For the avoidance of doubt, the Parking Easement only includes the Easement Property and does not include any right to use or enter upon any portion of the Grantor Property outside of the Easement Property. This Easement shall become effective upon the execution of this Easement by both parties and Grantor's closing on the Grantor Property ("Effective Date"). This Easement shall be recorded in the Public Records of Palm Beach County, Florida. b. Right to Modify, Remove or Relocate Parking Easements. Grantor shall have the right, at any time and from time to time, upon 90 days prior written notice to City, to modify, remove and relocate all or any portion of the Parking Easement described herein to another location, with the consent of the City (which consent shall not be unreasonably withheld, conditioned, or delayed), within the Grantor Property (or to an Alternative Property owned by Grantor or 01889329-1 to an Alternative Property procured via acquisition, lease, or other possessory interest by Grantor), provided in all events that the City is provided the use of at least 300 spaces when taking into account spaces provided by or procured by Grantor or its affiliates at the Grantor Property, the Adjacent Property, and any Alternative Property. For purposes of this Easement, it is anticipated that in the event a modification, removal, or relocation of the Parking Easement results in the parking area being located more than .25 miles from the entrance to City Hall (measured from the point in the parking area closest to City Hall to the entrance doorway to City Hall), the City may condition its consent for such modification, removal, or relocation on Grantor's provision of shuttle service from the parking area to City Hall. c. Termination. The Parking Easement shall be terminated, upon at least ten (10) business days prior written notice, at such time construction of the North Garage is complete and a certificate of occupancy (or equivalent certification) has been issued for the same, or at such time as Grantor shall have provided (either itself, through one of its affiliates, or through a third party) alternative parking arrangements consented to by the City (which consent shall not be unreasonably withheld) until such time as the North Garage can be completed. Following termination of the Parking Easement and provided alternative parking has been provided subject to terms and conditions reasonably comparable to those set forth in this Easement, City shall cease using the Easement Property for parking, and the City will enter into an agreement terminating this Easement and all rights hereunder. d. No Assignment or Transfer. The Parking Easement may not be assigned or transferred by City. Any attempted assignment or transfer of the Parking Easement or any rights granted herein shall be null and void and shall be deemed a violation of the Parking Easement. Grantor may assign this Easement to its affiliate without City's consent, provided that Grantor shall provide City not less than 30 days' advance written notice of such assignment, provided such assignment is for the whole of this Easement. 3. Prohibited Use. The intended use of the Easement Property is for parking of typical passenger vehicles by City employees, their invitees, and the general public in connection with business with the City or attending civic events; for the avoidance of doubt, the City shall not use or park any heavy equipment, buses, recreational vehicles, or other oversized vehicles within the Easement Property. The City will use its best efforts to prohibit or limit any use not consistent with the intended use. The City will not use the Easement Property to stage any civic or social events, City shall be prohibited from using the Easement Property in violation of any law or for any purpose other than use of the Parking Easement. The City will establish and enforce reasonable restrictions assure that minors less than 12 years of age are permitted on the easement property only when accompanied by an adult and that animals are prohibited on the easement property except when on leash or other physical halter. The City will mark or sign the walkways from the parking lots to City facilities to enhance safety and minimize foot-traffic movement onto adjacent Grantor properties. Subject to applicable governmental requirements and approvals, and with the consent of City (which consent shall 01889329-1 not be unreasonably withheld), Grantor may post signs on the Grantor Property and/or the Easement Property setting forth the rules and restrictions for the use of the Easement Property consistent with the terms of this Easement, and the prohibition of use of portions of the Grantor Property other than the Easement Property. 4. Use by Grantor. Grantor may continue to use the Easement Property and all other portions of the Grantor Property for any lawful purposes that do not unreasonably interfere with the easement rights granted herein, including the right to improve the easement areas, which improvements may include parking, paving, sidewalks, lighting, landscaping, green spaces, recreational areas, drive aisles for motor-vehicles, and construction of the Project (including, without limitation, installation of staging areas). City shall not interfere in any manner with Grantor's operations and activities upon the Easement Property. 5. Maintenance. a. Definition of Maintenance Obligations. The term "Maintenance Obligations" means any and all obligations to maintain, safeguard, upkeep, operate, repair, replace and remove the parking areas so that the Easement Property and the Grantor Property remain reasonably safe for the parking of vehicles and the access to such vehicles by their operators. b. City Duties. The City will keep the parking area free of debris. The City is responsible for the repair of any damage caused by the storage or operation of City heavy equipment, buses, recreational vehicles, or other oversized vehicles on the Easement Property. c. No City Duty. The City has no duty to remove or pay for removal of the temporary parking improvements when the temporary use ends. d. Performance. Subject to Sections 5(a) and (b), Grantor shall be responsible to perform all Maintenance Obligations as reasonably necessary and reasonably required hereby on or at the Easement Property. e. Standard of Care. To the extent required to be performed by each of the parties hereto as set forth in this Easement, all Maintenance Obligations shall be performed in a good and workmanlike manner, and in compliance in all respects with all applicable laws, rules, regulations and ordinances of all governmental authorities having jurisdiction over the Grantor Property or the Easement Property. 6. No Duties of Grantor. Grantor and its members, managers, lenders (including any lender with a mortgage upon the Grantor Property), attorneys, employees, and agents (together, the "Grantor Parties") shall not have any duty to City whatsoever with respect to the Parking Easement or the Easement Property, including no duty to provide to City any services whatsoever, except infrastructure maintenance as required by, and subject to those limitations set forth in, Section 5 and any conditions imposed by the City in exchange for the City's consent to modify, remove, or relocate the Parking Easement. Furthermore, Grantor Parties shall not have any duty to City or any of City's employees, agents, 01889329-I contractors, guests, or invitees to provide security or to monitor the Grantor Property or the Easement Property in order to protect against injury to any person or to safeguard or protect any vehicles or personal property of any such parties. Grantor shall not have any liability whatsoever for any injury to any person or for any lost, stolen, or damaged property to City or any of City's employees, agents, contractors, guests, or invitees. City and City's employees, agents, contractors, guests, and invitees assume all risk of injury to any person and loss (including, but not limited to theft) and damage to any of their respective vehicles or other personal property, and City, on its own behalf and on behalf of City's employees, agents, contractors, guests, or invitees, agrees to hold Grantor harmless from and against any and all damages in connection with the Parking Easement including, but not limited to, consequential damages, arising with respect to the matters set forth in this Easement. Grantor Parties shall not have any obligation to assist (or to cause their employees or agents to assist) City in collecting and/or removing any vehicles or personal property of City or other Party from the Easement Property after the Parking Easement has been terminated. Any vehicles or personal property left on the Easement Property after termination of the Parking Easement shall be deemed to have been abandoned, and Grantor may remove any such vehicles or personal property from the Easement Property without any obligation to account to City or any other party with respect thereto. 7. Indemnification. City agrees to indemnify and hold harmless Grantor Parties from and against any damage, cost, or liability to the Grantor Parties or the Grantor Parties' property (including the Grantor Property) caused by the use of the Parking Easement granted herein or the exercise of any rights granted in connection with the Parking Easement, unless such damage, cost or expense was caused by a failure of Grantor to maintain the infrastructure as required by Section 5 or the negligence or willful misconduct of the Grantor Party. Nothing in this paragraph shall be interpreted as a waiver of City's sovereign immunity or the limitations of liability set forth in Sec. 768.28, Florida Statutes. 8. Default. a. Default. If City shall be in default under any of the obligations applicable to it as set forth in this Easement for 72 hours after receipt of written notice of default (or such lesser time in the event of an emergency) given by Grantor, or if such default shall be of such a nature that the same cannot practicably be cured within such 72 hour period and City shall not within such period commence the curing of such default and thereafter with due diligence complete the curing of such default, then Grantor may take appropriate steps to cure such default. City shall, following the demand (which shall be accompanied by appropriate supporting documentation), reimburse the Grantor for the City's share of the costs and expenses reasonably paid or incurred by Grantor in the exercise of such rights necessary to cure City's default. Amounts unpaid by City more than 45 days after such demand shall accrue interest at a rate of 10% per annum. b. Standard of Care for Self-Help. Any acts which the Grantor shall perform or cause to be performed in exercise of its self-help and cure rights under this Section 8 shall be performed with the same standards of care, diligence and workmanship as if such 01889329-1 acts were being performed or caused to be performed by City pursuant to its obligations or duties hereunder. c. In the event of a default by City that continues beyond the notice and cure periods herein, Owner shall have the right to bring an action against City for damages or specific performance, as appropriate. 9. Estoppel Certificate. City shall, without charge, at any time, and from time to time, within ten (10) days after request therefor, certify by written instrument duly executed, acknowledged and delivered to or for the benefit of any existing or prospective tenant, buyer, or mortgagee of the Grantor Property(or any portion thereof), specify: a. That this Easement is unmodified and in full force and effect (or if there has been a modification, that the Easement is in full force and effect as modified and stating the modification); b. Whether or not there are any existing defaults under this Easement and if so, specifying such defaults; and c. Such other pertinent information as the requesting party may reasonably request. 10. Insurance. City, at its sole expense, shall maintain a reasonable program of self- insurance or shall otherwise obtain insurance coverages, as described in Exhibit "D", 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); upon Grantor's request, City shall provide to Grantor a copy of each such policy or a certificate of insurance. Furthermore, any policy of insurance maintained by City in connection with the Easement Property 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 the City's election to self-insure as to any risks in connection with the Easement Property) limit the liability of City under this Easement. 11. Miscellaneous. a. The intended and primary use of the Easement Property is to provide parking for City employees, City invitees, and the general public, and such use will have priority over other uses unless a like number and quality of alternative parking is provided at a location reasonably agreed to by the City in accordance with the terms of this Easement. The exercise of the rights and privileges granted hereby shall be exercised in a manner which does not unreasonably interfere with or disrupt the normal use, business or occupation of the Project or any improvements located or to be located on the Grantor Property or the Easement Property. 01889329-1 b. All provisions of this Easement and the easement rights hereunder shall run with the land and shall be binding upon Grantor and its successors and assigns. The Grantor Property shall hereafter be held, sold, conveyed, operated and leased subject to the easements, restrictions, covenants and conditions contained in this Easement. c. All notices, demands, requests or other communications required hereunder shall be in writing and sent by recognized express courier (such as FedEx or United Parcel Service) or via United States registered, certified mail, postage prepaid, return receipt requested, addressed to each party hereto, as the case may be, at the address first hereinabove provided or such other address as any party may from time to time designate in writing to the other. d. This Easement shall be governed by and construed in accordance with the laws of the State of Florida. Venue of any litigation or administrative proceeding shall be exclusively in Palm Beach County, Florida. The prevailing party in any litigation arising from the terms of this Easement shall be entitled to recover its reasonable attorneys' fees, both at trial and on appeal, as well as court costs, from the non- prevailing party. e. The captions used in this Easement are solely for the convenience of reference and shall not in any way limit or amplify the terms and provisions hereof f. This Easement may be executed in counterparts, each of which will be deemed an original as against any party whose signature appears hereon, and all of which shall constitute one and the same agreement. g. This Easement may not be terminated, modified or amended except as provided herein or as otherwise agreed to in a written document executed by the parties hereto or their respective successors in interest. h. Any invalidity of any of the terms and conditions or provision of this Easement by judgment, court order or otherwise shall not affect any of the other terms, conditions or provisions of this Easement. i. A like Easement Agreement will be executed contemporaneously with this Agreement by the parties to address additional temporary parking on the Central Parcel. j. City shall not be liable or responsible to Grantor beyond the monetary limits specified in Ch. 768.28, Fla. Stat., regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to Grantor for punitive or exemplary damages or for lost profits or consequential damages. k. City and Grantor hereby acknowledge and confirm that the Existing Temporary Parking Easements shall be terminated and become null and void and of no further force or effect simultaneous with the Effective Date. 01889329-1 [SIGNATURES AND ACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGES] • 01889329-1 IN WITNESS WHEREOF the parties hereto have caused these presents to be executed. CITY OF BOYNTON BEACH ATTEST: • 1,, II- By: • „el./ City ' ler1a''r1'enserga Address: Witnes - Printee41116, (\ Q,0`INT0N& , 0 • (*oOR�TF. FII APPROVED AS TO O' �`A ♦ U. w, r City Attorney �`\` • FLOr STATE OF FLORIDA } COUNTY OF PALM BEACH } The foregoing instrument was acknowledged before me this _ day of �� 0L-yy , 2022, byTv as Mayor of the CITY OF BOYNTON BEACH, a Municipal corporation/of the State 60Florida. He/she appeared before me X in person or U electronically and is personally known to me or has produced as identification. Commission Expires: 2,vskYeue TAMMY L STANZIONE * * Commission#GG 306158 1 ' � Expires March 25,2023 140f A,dr imam Tin meet Nelltry Serriees 01889329-1 Signed, sealed and delivered: DEVELOPER: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company / 1 4 1 Witne �a, A i 4( Z� By: \- Printed Name: L DA-' 1 C C I J Witness6,_ Dated: PACk c -- 2{ Z0 Z 3 Printed Name:Vii, STATE OF /U 042 /O R— ) SS COUNTY OFNew-(b'P - ) �" The foregoing instrument wa ac nowlecged before me this 2v�day of nlla,(C,lk , Z3 )2C, by KO -.tLi 2e of BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company. He or she is appeared before me'r in person or 0 electronically and is: [N personally known to me, or ] produced identification. Type of identification produced . (Seal) NOTARY PUB, : Print Name: 1i ,44rec..r- F My commission expires: 640r ( (iv), v. 01889329-I EXHIBIT "A" LEGAL DESCRIPTION OF GRANTOR PROPERTY Parcel 2, Boynton Beach Town Square, according to the plat thereof as recorded in Plat Book 127, Page 1,Public Records of Palm Beach County, Florida. 01889329-1 EXHIBIT "C" LEGAL DESCRIPTION OF EASEMENT PROPERTY A parcel of landing being a portion of 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. Being more particularly described as follows: Commencing at the Southwest corner of said Parcel 2; Thence North 00°20'03" West(as a basis of bearings)along the Westernmost West line of said Parcel 2,a distance of 30.30'to the POINT OF BEGINNING; Thence continue North 00°20'03" West along said Westernmost West line, a distance of 24.00 feet; Thence North 89°40'29" East, a distance of 29.40 feet to a point lying 5.00 feet East of and parallel with (as measured at right angles)the Easternmost West line of said Parcel 2; Thence North 00° 19'56" West along said parallel line, a distance of 262.00 feet; Thence North 89°40'29" East, a distance of 247.13 feet; Thence North 00° 19' 31" West, a distance of 16.47 feet to a point being on the North line of said Parcel 2; Thence North 89° 16'40"East along said North line, a distance of 33.45 feet; Thence South 00° 19' 31" East, a distance of 21.70 feet to the point of curvature of a circular curve to the right; Thence Southerly and Westerly along the arc of said curve having a radius of 40.00 feet, a central angle of 67°19'05, for a distance of 47.00 feet; Thence South 00° 19'56" East, a distance of 220.09 feet; Thence North 89°40'29" East,a distance of 161.08 feet to a point being on the East line of said Parcel 2; Thence South 01°22'45" East along said East line,a distance of 24.00 feet; Thence South 89°40'29" West, a distance of 15.11 feet; Thence South 00°20'03" East,a distance of 20.37 feet; Thence South 89°39'57" West a distance of 56.71 feet; Thence South 00°20'03" East,a distance of 9.86 feet; Thence South 89°39'57" West, a distance of 71.32 feet; Note: The proceeding three courses and distance coinciding with the Southern limits of said Parcel 2; Thence North 00°20'03" West, a distance of 30.25 feet; Thence South 89°40'29" West, a distance of 303.76 feet to the POINT OF BEGINNING. Said lands situate, lying and being Section 28, Township 45 South, Range 43 East, City of Boynton Beach, Palm Beach County, Florida. Containing 1.89 acres more or less. 01889329-I EXHIBIT "D" Insurance Coverage Automobile Liability Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $500,000 bodily injury each person, each accident and $500,000 property damage, or $500,000 combined single limit each occurrence/aggregate. Commercial General Liability Bodily injury and property damage liability as shall protect the City or Grantor from claims of bodily injury or property damage which arise from the use of the Easement. The amounts of such insurance shall be $2,000,000 per person, $2,000,000 per occurrence, and a general aggregate limit of$5,000,000.00. This insurance shall include coverage for products/completed operation, personal injury liability and contractual liability assumed under the indemnity provision of this Easement. Workers' Compensation Insurance Meeting the statutory requirements of Florida and Employer Liability of$1,000,000 per accident limit, $1,000,000 disease per policy limit, $1,000,000 disease each employee limit, providing coverage for employees and owners. Professional Liability Insurance In an amount of not less than $2,000,000 each claim and $2,000,000 aggregate. 01889329-1 TEMPORARY PARKING EASEMENT AGREEMENT (CENTRAL PARCEL) THIS TEMPORARY PARKING EASEMENT AGREEMENT (this "Easement") is made and executed as of 4/eel,/a , 2023, by and between Boynton Beach Town Center Apartments, LLC, a Florida limited liability company, CIO Time Equities, Inc. 55 Fifth Avenue, 15th Floor New York, NY 10003 ("Grantor") and The City of Boynton Beach, Florida, a political subdivision of the State of Florida, 100 East Ocean Avenue, Boynton Beach, FL 33435 ("City"). WITNESSETH: WHEREAS, Grantor and the City are entering into a Development Agreement ("Development Agreement") on a date even with the Effective Date (defined below), and Grantor is, or shall be on the Effective Date, the owner of certain property located in Boynton Beach, Palm Beach County, Florida described on Exhibit "A" attached hereto and made a part hereof(the "Grantor Property"); and WHEREAS, as of the date first mentioned above, the City is the beneficiary of certain recorded Temporary Parking Easement Agreements with JKM BTS Central, LLC, JKM BTS Capital, LLC, and JKM BTS North, LLC, (collectively, "JKM") recorded in Palm Beach County Official Record Book 31962, Page 1449 and Book 31962, Page 1434 (together, the "Existing Temporary Parking Easements"); and WHEREAS, Grantor intends to purchase the Grantor Property from JKM; and WHEREAS, it is the desire of Grantor and the City to terminate the Existing Temporary Parking Easements and simultaneously enter into this Easement, and enter into a like easement on certain other property known as the "North Parcel"; and WHEREAS, the Grantor Property is the subject of a Development Agreement which contemplates development of a mixed-use project, together with a parking structure (the "Project"), and which, once constructed, is intended to be occupied by tenants to reside or conduct business therein and shall provide permanent parking to the City therein pursuant to a separate continuing parking lease agreement; WHEREAS, the temporary parking spaces provided by this Easement, along with a like easement with Grantor over the North Parcel, are intended to satisfy the temporary parking which Grantor may hereafter be required to provide to the City with respect to the parking structure (the "South Garage") contemplated for construction upon certain property located in Boynton Beach, Palm Beach County, Florida described on Exhibit "B" attached hereto and made a part hereof(the "South Parcel") pursuant to the Development Agreement, 01889361.1 without releasing or modifying any of Grantor's other contingent obligations to provide temporary parking as referenced therein; and WHEREAS, Grantor desires to establish, create and grant for the benefit of, and as a burden upon, the Grantor Property, a temporary exclusive easement for use by City over and across the portion of the Grantor Property as described in Exhibit "C" attached hereto and made a part hereof (the "Easement Property") for the purposes and upon the terms and conditions as set forth herein, for the benefit of City; the Easement Property, together, if separately agreed in writing by City and Grantor, with an easement across adjacent property owned by another affiliate of Grantor (the "Adjacent Property") or any alternative parking arranged at another location (any such location or locations, collectively, "Alternative Property") by Grantor with the consent of City (which consent shall not be unreasonably withheld), is intended to provide at least 103 parking spaces for use by the City as set forth in this Easement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements heretofore made, and in satisfaction of the requirement to provide temporary parking under the Development Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Grantor and City hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Easement by reference in their entirety. 2. Parking Easement. a. Parking Easement. Grantor hereby establishes, creates and grants to the City a temporary, exclusive easement for parking on the parking areas constructed and existing from time to time within the Easement Property and for the existing road and driveway used to access the parking areas (the "Parking Easement"). Grantor establishes, creates and grants the Parking Easement for City to use, without payment of any fee or charge, the Easement Property for the intended purposes as set forth in this Easement. For the avoidance of doubt, the Parking Easement only includes the Easement Property and does not include any right to use or enter upon any portion of the Grantor Property outside of the Easement Property. This Easement shall become effective upon the execution of this Easement by both parties and Grantor's closing on the Grantor Property ("Effective Date"). This Easement shall be recorded in the Public Records of Palm Beach County, Florida. b. Right to Modify, Remove or Relocate Parking Easements. Grantor shall have the right, at any time and from time to time, upon 90 days prior written notice to City, to modify, remove and relocate all or any portion of the Parking Easement described herein to another location, with the consent of the City (which consent shall not be unreasonably withheld, conditioned, or delayed), within the Grantor Property (or to an Alternative Property owned by Grantor or 01889361-1 to an Alternative Property procured via acquisition, lease, or other possessory interest by Grantor), provided in all events that the City is provided the use of at least 300 spaces when taking into account spaces provided by or procured by Grantor or its affiliates at the Grantor Property, the Adjacent Property, and any Alternative Property. For purposes of this Easement, it is anticipated that in the event a modification, removal, or relocation of the Parking Easement results in the parking area being located more than .25 miles from the entrance to City Hall (measured from the point in the parking area closest to City Hall to the entrance doorway to City Hall), the City may condition its consent for such modification, removal, or relocation on Grantor's provision of shuttle service from the parking area to City Hall. c. Termination. The Parking Easement shall be terminated, upon at least ten (10) business days prior written notice, at such time construction of the South Garage is complete and a certificate of occupancy (or equivalent certification) has been issued for the same, or at such time as Grantor shall have provided (either itself, through one of its affiliates, or through a third party) alternative parking arrangements consented to by the City (which consent shall not be unreasonably withheld) until such time as the South Garage can be completed. Following termination of the Parking Easement and provided alternative parking has been provided subject to terms and conditions reasonably comparable to those set forth in this Easement, City shall cease using the Easement Property for parking, and the City will enter into an agreement terminating this Easement and all rights hereunder. d. No Assignment or Transfer. The Parking Easement may not be assigned or transferred by City. Any attempted assignment or transfer of the Parking Easement or any rights granted herein shall be null and void and shall be deemed a violation of the Parking Easement. Grantor may assign this Easement to its affiliate without City's consent, provided that Grantor shall provide City not less than 30 days' advance written notice of such assignment, provided such assignment is for the whole of this Easement. 3. Prohibited Use. The intended use of the Easement Property is for parking of typical passenger vehicles by City employees, their invitees, and the general public in connection with business with the City or attending civic events; for the avoidance of doubt, the City shall not use or park any heavy equipment, buses, recreational vehicles, or other oversized vehicles within the Easement Property. The City will use its best efforts to prohibit or limit any use not consistent with the intended use. The City will not use the Easement Property to stage any civic or social events, City shall be prohibited from using the Easement Property in violation of any law or for any purpose other than use of the Parking Easement. The City will establish and enforce reasonable restrictions assure that minors less than 12 years of age are permitted on the easement property only when accompanied by an adult and that animals are prohibited on the easement property except when on leash or other physical halter. The City will mark or sign the walkways from the parking lots to City facilities to enhance safety and minimize foot-traffic movement onto adjacent Grantor properties. Subject to applicable governmental requirements and approvals, and with the consent of City (which consent shall 01889361-1 not be unreasonably withheld), Grantor may post signs on the Grantor Property and/or the Easement Property setting forth the rules and restrictions for the use of the Easement Property consistent with the terms of this Easement, and the prohibition of use of portions of the Grantor Property other than the Easement Property. 4. Use by Grantor. Grantor may continue to use the Easement Property and all other portions of the Grantor Property for any lawful purposes that do not unreasonably interfere with the easement rights granted herein, including the right to improve the easement areas, which improvements may include parking, paving, sidewalks, lighting, landscaping, green spaces, recreational areas, drive aisles for motor-vehicles, and construction of the Project (including, without limitation, installation of staging areas). City shall not interfere in any manner with Grantor's operations and activities upon the Easement Property. 5. Maintenance. a. Definition of Maintenance Obligations. The term "Maintenance Obligations" means any and all obligations to maintain, safeguard, upkeep, operate, repair, replace and remove the parking areas so that the Easement Property and the Grantor Property remain reasonably safe for the parking of vehicles and the access to such vehicles by their operators. b. City Duties. The City will keep the parking area free of debris. The City is responsible for the repair of any damage caused by the storage or operation of City heavy equipment, buses, recreational vehicles, or other oversized vehicles on the Easement Property. c. No City Duty. The City has no duty to remove or pay for removal of the temporary parking improvements when the temporary use ends. d. Performance. Subject to Sections 5(a) and (b), Grantor shall be responsible to perform all Maintenance Obligations as reasonably necessary and reasonably required hereby on or at the Easement Property. e. Standard of Care. To the extent required to be performed by each of the parties hereto as set forth in this Easement, all Maintenance Obligations shall be performed in a good and workmanlike manner, and in compliance in all respects with all applicable laws, rules, regulations and ordinances of all governmental authorities having jurisdiction over the Grantor Property or the Easement Property. 6. No Duties of Grantor. Grantor and its members, managers, lenders (including any lender with a mortgage upon the Grantor Property), attorneys, employees, and agents (together, the "Grantor Parties") shall not have any duty to City whatsoever with respect to the Parking Easement or the Easement Property, including no duty to provide to City any services whatsoever, except infrastructure maintenance as required by, and subject to those limitations set forth in, Section 5 and any conditions imposed by the City in exchange for the City's consent to modify, remove, or relocate the Parking Easement. Furthermore, Grantor Parties shall not have any duty to City or any of City's employees, agents, 01889361-1 contractors, guests, or invitees to provide security or to monitor the Grantor Property or the Easement Property in order to protect against injury to any person or to safeguard or protect any vehicles or personal property of any such parties. Grantor shall not have any liability whatsoever for any injury to any person or for any lost, stolen, or damaged property to City or any of City's employees, agents, contractors, guests, or invitees. City and City's employees, agents, contractors, guests, and invitees assume all risk of injury to any person and loss (including, but not limited to theft) and damage to any of their respective vehicles or other personal property, and City, on its own behalf and on behalf of City's employees, agents, contractors, guests, or invitees, agrees to hold Grantor harmless from and against any and all damages in connection with the Parking Easement including, but not limited to, consequential damages, arising with respect to the matters set forth in this Easement. Grantor Parties shall not have any obligation to assist (or to cause their employees or agents to assist) City in collecting and/or removing any vehicles or personal property of City or other Party from the Easement Property after the Parking Easement has been terminated. Any vehicles or personal property left on the Easement Property after termination of the Parking Easement shall be deemed to have been abandoned, and Grantor may remove any such vehicles or personal property from the Easement Property without any obligation to account to City or any other party with respect thereto. 7. Indemnification. City agrees to indemnify and hold harmless Grantor Parties from and against any damage, cost, or liability to the Grantor Parties or the Grantor Parties' property (including the Grantor Property) caused by the use of the Parking Easement granted herein or the exercise of any rights granted in connection with the Parking Easement, unless such damage, cost or expense was caused by a failure of Grantor to maintain the infrastructure as required by Section 5 or the negligence or willful misconduct of the Grantor Party. Nothing in this paragraph shall be interpreted as a waiver of City's sovereign immunity or the limitations of liability set forth in Sec. 768.28, Florida Statutes. 8. Default. a. Default. If City shall be in default under any of the obligations applicable to it as set forth in this Easement for 72 hours after receipt of written notice of default (or such lesser time in the event of an emergency) given by Grantor, or if such default shall be of such a nature that the same cannot practicably be cured within such 72 hour period and City shall not within such period commence the curing of such default and thereafter with due diligence complete the curing of such default, then Grantor may take appropriate steps to cure such default. City shall, following the demand (which shall be accompanied by appropriate supporting documentation), reimburse the Grantor for the City's share of the costs and expenses reasonably paid or incurred by Grantor in the exercise of such rights necessary to cure City's default. Amounts unpaid by City more than 45 days after such demand shall accrue interest at a rate of 10% per annum. b. Standard of Care for Self-Help. Any acts which the Grantor shall perform or cause to be performed in exercise of its self-help and cure rights under this Section 8 shall be performed with the same standards of care, diligence and workmanship as if such 01889361-I acts were being performed or caused to be performed by City pursuant to its obligations or duties hereunder. c. In the event of a default by City that continues beyond the notice and cure periods herein, Owner shall have the right to bring an action against City for damages or specific performance, as appropriate. 9. Estoppel Certificate. City shall, without charge, at any time, and from time to time, within ten (10) days after request therefor, certify by written instrument duly executed, acknowledged and delivered to or for the benefit of any existing or prospective tenant, buyer, or mortgagee of the Grantor Property (or any portion thereof), specify: a. That this Easement is unmodified and in full force and effect (or if there has been a modification, that the Easement is in full force and effect as modified and stating the modification); b. Whether or not there are any existing defaults under this Easement and if so, specifying such defaults; and c. Such other pertinent information as the requesting party may reasonably request. 10. Insurance. City, at its sole expense, shall maintain a reasonable program of self- insurance or shall otherwise obtain insurance coverages, as described in Exhibit "D", 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); upon Grantor's request, City shall provide to Grantor a copy of each such policy or a certificate of insurance. Furthermore, any policy of insurance maintained by City in connection with the Easement Property 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 the City's election to self-insure as to any risks in connection with the Easement Property) limit the liability of City under this Easement. 11. Miscellaneous. a. The intended and primary use of the Easement Property is to provide parking for City employees, City invitees, and the general public, and such use will have priority over other uses unless a like number and quality of alternative parking is provided at a location reasonably agreed to by the City in accordance with the terms of this Easement. The exercise of the rights and privileges granted hereby shall be exercised in a manner which does not unreasonably interfere with or disrupt the normal use, business or occupation of the Project or any improvements located or to be located on the Grantor Property or the Easement Property. 01889361-1 b. All provisions of this Easement and the easement rights hereunder shall run with the land and shall be binding upon Grantor and its successors and assigns. The Grantor Property shall hereafter be held, sold, conveyed, operated and leased subject to the easements, restrictions, covenants and conditions contained in this Easement. c. All notices, demands, requests or other communications required hereunder shall be in writing and sent by recognized express courier (such as FedEx or United Parcel Service) or via United States registered, certified mail, postage prepaid, return receipt requested, addressed to each party hereto, as the case may be, at the address first hereinabove provided or such other address as any party may from time to time designate in writing to the other. d. This Easement shall be governed by and construed in accordance with the laws of the State of Florida. Venue of any litigation or administrative proceeding shall be exclusively in Palm Beach County, Florida. The prevailing party in any litigation arising from the terms of this Easement shall be entitled to recover its reasonable attorneys' fees, both at trial and on appeal, as well as court costs, from the non- prevailing party. e. The captions used in this Easement are solely for the convenience of reference and shall not in any way limit or amplify the terms and provisions hereof. f. This Easement may be executed in counterparts, each of which will be deemed an original as against any party whose signature appears hereon, and all of which shall constitute one and the same agreement. g. This Easement may not be terminated, modified or amended except as provided herein or as otherwise agreed to in a written document executed by the parties hereto or their respective successors in interest. h. Any invalidity of any of the terms and conditions or provision of this Easement by judgment, court order or otherwise shall not affect any of the other terms, conditions or provisions of this Easement. i. A like Easement Agreement will be executed contemporaneously with this Agreement by the parties to address additional temporary parking on the North Parcel. j. City shall not be liable or responsible to Grantor beyond the monetary limits specified in Ch. 768.28, Fla. Stat., regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to Grantor for punitive or exemplary damages or for lost profits or consequential damages. k. City and Grantor hereby acknowledge and confirm that the Existing Temporary Parking Easements shall be terminated and become null and void and of no further force or effect simultaneous with the Effective Date. 01889361-1 [SIGNATURES AND ACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGES] 01889361-1 IN WITNESS WHEREOF the parties hereto have caused these presents to be executed. CITY OF BOYNTON BEACH ATTEST: 1, ,.0 By: City SI er: May/. ' -nserga Address./ Witness: /`►ik Printed ►; WItrtim-Ly_t j J APPROVED AS TO F RM: ;���(N •01V �� •eoRAr.ecye.• t► 147 ;:_ SEAL •: City Attorney `►,U sN�R2° • `` FLOR02p STATE OF FLORIDA } COUNTY OF PALM BEACH } The foregoing instrument was acknowledged before me this as day of , 2022, by Ty cehSQ� as Mayor of the CITY OF BOYNTON BEACH, a municipal corporation ,6f the State of`Florida. He/she appeared before me LI in person or J electronically and is personally known to me or has produced as identification. Commission Expires: PA CO v 6:1k12 e YPoe4 TAMMY L STANZIONE • * Commission#GG 306158 m,,' c� Expires March 25,2023 'hp aaWWTIw6YdpMNotwySmokes 01889361-I Signed, sealed and delivered: DEVELOPER: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company AlFWitne:a• I By: U(. 1 -i7j\ Printed Name: L�u Witness ()/(AAk Dated: fUraiL -2,02 ), Printed Name: 0./ STATE OF cut) /D e ) ) SS COUNTY OF &) '/0 (-- ) The foregoing instrument wax acknowle d fore me this uday of1di - Z�24 by fPA�" x— of BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a Florida limited liablity company. He or she is appeared before me C/in person or 0 electronically and is: [(ND personally known to me, or produced identification. Type of identification produced • (Seal) NOTARY PUBLI • Print Name: kV Pixie My commission expires: 6,104 I( 01889361.1 EXHIBIT "A" LEGAL DESCRIPTION OF GRANTOR PROPERTY Parcel 2, Boynton Beach Town Square, according to the plat thereof as recorded in Plat Book 127, Page 1, Public Records of Palm Beach County, Florida. 01889361.1 EXHIBIT "B" LEGAL DESCRIPTION OF SOUTH PARCEL Parcel 7, Boynton Beach Town Square, according to the plat thereof as recorded in Plat Book 127, Page 1, Public Records of Palm Beach County, Florida. 01889361-1 EXHIBIT "C" LEGAL DESCRIPTION OF EASEMENT PROPERTY Parcel 3, Boynton Beach Town Square, according to the plat thereof as recorded in Plat Book 127, Page 1, Public Records of Palm Beach County, Florida. 01889361-1 EXHIBIT "D" Insurance Coverage Automobile Liability Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $500,000 bodily injury each person, each accident and $500,000 property damage, or$500,000 combined single limit each occurrence/aggregate. Commercial General Liability Bodily injury and property damage liability as shall protect the City or Grantor from claims of bodily injury or property damage which arise from the use of the Easement. The amounts of such insurance shall be $2,000,000 per person, $2,000,000 per occurrence, and a general aggregate limit of$5,000,000.00. This insurance shall include coverage for products/completed operation, personal injury liability and contractual liability assumed under the indemnity provision of this Easement. Workers' Compensation Insurance Meeting the statutory requirements of Florida and Employer Liability of$1,000,000 per accident limit, $1,000,000 disease per policy limit, $1,000,000 disease each employee limit, providing coverage for employees and owners. Professional Liability Insurance In an amount of not less than $2,000,000 each claim and $2,000,000 aggregate. 01889361-I COMPOSITE EXHIBIT G Continuing Parking Lease Agreements 01889367-I -32- PARKING LEASE AGREEMENT North Garage THIS, PARKING LEASE AGREEMENT (the "Agreement") is entered into this day of 11 b.- 'Florida 2023, by and between BOYNTON BEACH TOWN CENTER APARTMENTS, LLC, a 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; 01888887-6 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 n the City(or City's designee, if any)access to the on the understanding that the Owner may not deny y gn 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 (1006') 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 forOperating 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. 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. (f) 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 018888876 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 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 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. 01888887.6 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 Assicnment or Sublease/Chance 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 01888887-t 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 018888876 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 Pe g 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 018888876 52983123_1 17 Kathryn Rossmell Lewis, Longman& Walker, PA 360 S. Rosemary Avenue Suite 1 l00 West Palm Beach, FL 33401 krossmel lel lw-law.com If to Owner: Jemeb 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(a7timeequities.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.lynn@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 and the purchaser assumes Owner's obligations and covenants, Owner shall interest in the Property g P Y 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. (I) 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] 01888887-6 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 C.� Att•rney CITY OF BOYNTON BEACH By: `_rto _ NTON �� " '7 rga, Mayor �".. ........ORAt . 0 to • �: v RpOI S ••• 192.V , , •�'•......•.•• . i FLOR= 5:30P1,1 C:ITY CLERK BOYNTON BEACH 01888887.6 52983123_1 21 OWNER: WITNE •: BOYNTON BEACH TOWN CENTER APARTMENTS, LLC,a A Florida limited liability company 'Tint Fame: Meier i • Print Name: Atu. ���� By: Name: 4 bort Ref. Title: nil a.vlA1 -1" 01666667.6 52983123_1 22 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 01888887-5 52983123_1 24 / I \ ...-- •--- -. - --`--�-. "..... ! - DEVELOPMENT TEAM LOCATION MAPINIIII -_ -� I®__ APPLICNal4 TIME EOATES.PC SURYEIOR:CNA0E1DSM/EELER MC. _.� �k_____._.Y._. _ _. --441- I .n _._._.-._._._._ DCYELOr[R:!3'JAAVEME.t'Jn R00R /{000ADES IO..STE.MEI 440.4•Pm14.14.0 urban 1 `-� >;, Lr'= Thi - r.- - T 1.001004 sUeMws soululoriR»w f 1 .._.• ���. �� �� L .0004 HEwYare(.Nr,aoo3 Ran3M-EAH i I _ e j I -•_.. _.. I : ----.. RYMM: t116sAM OISW SYI.Ct TIIAAIU RM1Y1101SI n {/, •JI+; GMlIOnI ...:,7 ' 610 COM.SM..STE.CU02 CML MOO PEON WAY,NO PM yy -•{' RML. t>oMMnr .-4 I/ W(6.305.60TPALMAd•R 33401 'II41!!c MOST PAW SEACN R SYS 7 Stu O 44 I I P"': rtenwsaw ■■ /� ... i P I AIICMICCT: MSA LAMOECME NCMECTIFALAUMICE UIOSCAR 9 //II1\ Urban Design PHASE 3 ME S.w 74 COURT I SUR Is13 ARCIM1CT:612 SWEI AVE S -u Land P1.nning -• MMI.'LOMA St56 FORT UlDEROALE.coSS1s NORM U1MsupA AI001NCOn lfl 1 ORTH RESIDENTIAL/ s I OOT 2134111 t364I 76410456 'T ,,,cm......,Ia„ O. i I I COMMERCIAL «A No I i _ a P� .74.4.9.......s,1,1 441 UNITS i _3. 16 I' LOWER ---._ • , r EWJtM1141.01010 • ieL h •IM.MIWIN.NRgGAAN m�IL Exhibit D - Master Plan = -�� ._--- I 11 1 FIRE STATION 'S ,E s r.•. ..r�.r A PARCEL 8 1 O 1 2r moo —.-�' r�J `Tom_ COMMON. `, I 02 09, 2023 �� _ ) ,, i. _ y y- a • SITE DATA �`R �+1'.. � :-YSTAYE-. ._. TO BE DEDICATED '7..-. .�-- -.• \A it I �/�.:MawalllEfrllr. T 4'...:'-' '�:.. _..R. I I PROJECT PRASE 1.OOYTr CMC NTRAL RESOnrtML nowt REIMEITML COMM 4GRU.oW. �- _ -C1 • {j M. '.s IX �� I Ow Oft vwce -Mil, NAPE UIO USE 4s EO U8� QA AN y' I. • I.I..W„T� },'i .OM.s�ip,.(�` 2CIE16 WED USE•3 pALL3 _,1 i 1.1.,_,-t ✓ y/f oY PHASE �,._�` 471/1: -c , laaaa�Er r6i of -L01lD o6T.s+DT000 aM�M O1POO.000 I Aoi0ME06 so�i�47c1iL owToo/ 1. NToo.coo ,. , {(�5., i I .'goEEinE -_ i �}� �1 1 1 PHASE4 wx.REsaNRU LRAr6 s1Rr. e. "anEg ICENTRAL PARCEL AMx.FLOOR AREA PATO >srAR ./. _.• 4, CIVIC L.,' A_:A. oIILa1� p' ,u ROOMS MAE.eL.DRq Nr..n�ralc DET 14204000 aM.71I. I >T 1 TT RT) 4 I ,T CRP, , 1s 0T000-0Pw\ROf owO..134.0.4 O.. •••..C.rLOMMe O.PHry.4,0-1•.0.40..4 COY,' ,50 .w4................ 11' ;•' 44156 �1' I l 13.000 SF COMM. •' 'I - C• .-r4.177-...,. C11�T„r -, GARAGE SP. MAGNUSON PROJECT SUMMARY II {M\v ,44120 I " l I -"I..,�i I HOUSE ARGIL MARE PRAM PARCEL PARCEL AMA PROPOSED AML SIMDwO OAR � �• PROPOSED Mil. FF _ • AREA PM on ARSAAA COEERCML ISP) VIII• k• 1'.,.—. I , - i} 1. .- I - o0Y'ECNC I 3.56 ,56.76, 130633[11M2MDr' SASIXElSI) W .� • {-11-^'TTS SOUIHIft10011 2 3N 11104 Y1R 91114$ RIOO.MS SEO 7.195 ce / "e .. •_ i :. .s.•: NORM RES1COM 3 an 187AI0 167RES.0 UNITS MAO 3.10 10J% I ''� .17!..\ 1•E'1, •• _�� , ��• COMM.•NORLCOM 4 121 61356 144 KOMI HMA76 3.O 15,000 ORME AREA 11.92 MENS M2.TST 32,604 ROM DEDICATORS 07011 30.746 PLATTED PROJECT AREA 18.22 TOSAIPI r "Vr,44��ya � t 1 �_. -- - ^---_. •El¢SLOF$OMAO.TERRACES 9$w WES PHI TIE WFIRONOF MOM R0080060E GIPS w05 J • ,II '016,.7.11.1 1 -''__T )_.{ ! S1. -EcuE,Es arrwu iwurlV..041.01119f8 .NIsM aaTV 100oi a LL • y' I r P t,' I CO L3 _ .. • USEABLE OPEN SPACE CALCULATION C 'I I >.� I. - I 'd0636RE AREA ,SAT AC. Z m 4.901.90 PERCEN1441 010%or TOTAL1ETAREA.PURSUANT 1D TABLE 34,CHW.3,ART.'ECC'UADPD A16 SIR REOLLATO6 ` C a 1, l ' 'y7 . �5va REOIAEO ACREAGE oa 40 3]60 s1` a ,�I� 3* _ • p0- II — -- PRp/CEO AMER.RIPN6 117 AC MD00 sF y V _. I'�N leo, FwHwm.wu� -ice �a "• �/�( ^ - MOTES O a5 038 gt. IIll ORAITM ;` 11`, o _ ,y I� 11 T(W6TEA qµPRDERTYin WAY1.101AL LOT AND PARCEL ARMS ARE EASED d T1£RECCROFO RAT(AD 127 PAOES 1a 012110116 PARCEL! m 3 iil(Qu 160 �t- F• ,(�+y,Q�'y�y��y^'�_. yyy:• .� IIIA i IFlRE STAMM SI)ND R04D RIOR Or WAY EMC,'. — i� L-. [ 4 S� T., I 21 TIE NAQII O PROA�ED U'TB ND SIRI7w01lIOR 101E 06230 d PARRCIPATd IN WOHO'CAC0 MaIAKi PROGRAM f WIM.FOM1 MAWR. 41$ R I1:CO r I i'- # r /' RMu'E OaauNT WDM wall RgcAAM a I 4 J• . ..-. •..........•••• •— ' ]I SUIIRID0UR11E61M NOSES 2 a J 103E APPRaIIAMTE AID RAIECT 1081,E PIAN AGPROJAL ARD PETMTTPG (1!:], I -----• _ S,E 1ST AVE. _._._._.-. 41 GRACE PARIONG.fESCENIIALPARgK1 PALES EASED d PART III,CHAPTER 4.AROCLE V.SECTION,30 PARION3 REOl1CTa6 FOR SUSTA1NRIUTY -yl.�._. _._.._. . TO? ATEO , _ _._._.-._._._ AI'P 0Lcr OC 4)PAROND PATE IEOIICI1N THNON PNTCNAT1al IN 010TMIM11U30 IS CDI0LICYE04340 SITE PIAN APPRdALIS) NORTH _ III' 4r. ��'1RE0.1 .• '!. .. 's, 0 JII BO 120 1 'E� 5)GARAGE PAM.•GOIOCIMC PROVIDED IN PIMSES 2 A 3 SIpPDIR USES IN PRASE I �— E 'II goH.MHPAL �__•_84aAA r'rRMO • I 41 PARONG REa3RW..PHASE 4lSE(S)TO BE PACPACED d PARSE 4 SITE. 301024 - aD0 _ ._. II' r,� I 11 GARAGE EW MC!LCCAT1a6 ARE 441131AMIE NO RAE0T TO SURE MAX APPROVALS AND PETMETRNG IIIIII f I I PHASE 2 i 61 P1M4E 4 WES ARE ESTIwTED Fd 11E IMMIX PLAN ND SUBIECT TOG..AT 31E PISM.BY PE CITY 41185E 4 USES SPALL 8E COPAPABLE TO s•L.4 0717 p0• 3 —.,,• L SOUTH RESIDER TIA i ' 11E00 CLOWN,' 0$L d SE UP TOEt...FART IM1ET6m ,...4•.,,• ¢ II h I COMMERCIAL I %LOG111daPRIC RESTO01.6 ARE SUBJECT TO C/WAE AT 156.96 sRR P1ANAPPICA1100 OUT SIMM 6E LOCATED IN P1630ISTE AS PER °',.„RP' E d mow,• 457 UNITS ,,� ! DEVELOPIENTAOREELENT c a ea..� $ 1 L - '^INWZWv. I 10)d S33EETPAP016WILL BE AROA0E0 WHERE POSSIBLE d All AMIT11143IMEETS AT TIME CV SITE MAN APR'CATION +ars, .I 1 ..,....014211104007,. -L H>an . $ II F --- : I 111 ALL MATO L WES WILL EE RELCGITEO UNDERGO.SUBJECT TO FPL.APAR:NAL ••-O•rA` I 11 II y m: i • LEGEND I k I• t-y. : •—••- NCRHR...nawE 1 I ` ------7- --- •-\/ i MSP-1 N. i ___.. of 2 - 110111111004- j , 1 1 _._.... ,.__._.t_._.k=r._._;.__._�._. !1 Exhibit D - Master Plan Vn T' .IIS �r.w� •.- ... T�_•• �.� - 1 • —, •n ._ II .. 2liRT1 ..2.—.�.�..�.. -S:i1T♦rn7 I• �.-....._. T -\1' ; I �°�^� ; 02 09, 2023 $S .I' I. i Urban O.Fnn • Land Planning PHASE II NATE AY LAM•dap•ARMr<U.- ' i 1 PARKING SPASMS ISOUIII� UM PAC!! 470.34.44•10470.34.44•10.470.34.44•10.....0.400.032 j NORTH RESIDENTIAL? Mate+-aaeRNMr.rr»se 1. 0 "10.4`wnsnv + L COMMERCIAL I �.yM•lR..eCaw..lAaMn +um SE WOO, R1 ��,I,a„ I �, - P•,r) �� MO sEArs IN A0 wrlr j MrM•M .s --.- 1.02e GARAGE SP C010.0 Valor Paces e' 22 ON STREET SP. room.? yttgFh 3a5eaaRbtAnp.•onlpr tdp _a+r��r^ i1 aaAlalbt tI.Np SP•�.R.piad •R =rfir MO MY.R 111•••••••11.1.0 __ I MASS a.SCUM MEIWMML/COMIC MA.tTT.T UNITS RATE. /10.31.10110 1= RrRr.YCAI•TerIPIor.a M UMTS IMIIIIIIM ✓1' 1 ,�O.R.0E RU521[Z,� S ....*OP.la. 200 LINT ,.388 113 • •' a•8.....10Y m 1201 O 044 . ; CrrrtlM ;,M --ST--50 0 b 1. _._._._.1 . 1STAVE" — — Masai Irlrel..�•.R•sks4 1 .._.._..L........_.. T .. {yam ._ - I1 r Mgt IAHT1p l .. _ R M N I•I RomeMl/C�. WAMIET UMOE RAW /MOIEMO t, .n TPrIIOr.7 aH UWIS 1 yi . s.dd+Els•..Wr m 1010 1m 8800 . _ i' I• ! '•• • Y -' yq 2./18r•Ui 880! owe ,Ad N1 -- I'. A --T J PHASE4 F 1 e•1...Rw ""r'wor ,e t bar Ote v + PHA$E 1 r I Maw)/•MSSpw-A.P..d p! 30 tnp0 w M as 1 CENTRALPAR•EL -- _ GOVERNMETJTI CIVIC I l I ; MASS..CENTRAL Puce,- CLAMMY UNITS RATE- REORIE0 144 MOTEL ROOM 1 lWRr.. 1.. ROOMS 121 110 ,_ ^i I i ► XIST1NG 20 OFF 67REE7 SP. 1 IN SPACES 1 c.....N I 16,000 se 1000 >e N '1':' EXISTING 20 ON TREET SP. +1.000 SF COMM. I _ rR.a.11sugS�..Ip..aw 211 a. II i at SPACER /J1 l I / 1. j !TOTAL SPACES RECOPIED I 2.�•7EI l II• I W 13 . a. li 'N : II I PARKING SPACED PROMOS PACES m ..�..�.. .. .. "I __...._ !MASS t- Err.6nt �/ ID SOVSANr re ., ► NM 7--C 1 •�. I ;Omar�P•wl.Tw o Q a 00416:3770- 0 ICI731001 Spam ..I4f .._. a '� I wa 9.71140460070 41000140 « TIMM f y %, / 1 - ..--.I I MASK 0.SOUM RH1d/tML/CO0CS talO.AT0\ U)Ml 1I1 j' `n �. i ti�RRMr,OIIM ]R mI ., Z^� PHAS 1 Ear za MI OS• 0'I' GOVERNMEN)I CMC � syE.•.,•. .rM,R. u c d EELr 0 m ; , ci, _. IhwtirlMB}r•-Ar.w —VW— C Y 1 I I EXISTING 16 OFF inREET SP. 1 --- -. MA 3..OtMRlSIDINDALI•,..- O S 0 I• EXUDING 11 ON ET SP. .00T2�Bse..TR+ ,p0 L m i '1 U Ike '!'aw ZIT f-- I!'Q S �{� tAlOuuTlaR 1. :`•! GN....160.3. aR — I 1 Mario. I ' 'Onn Ma Spam b CanN40 tUm 22 • I Spa' o i( 11' 1 i ra.e.e tNA.yda.w-R..l.d t,ws I. t • I. .—..-. �, -.- 'MASE.-CEMML PARCEL 1 TI._. it, •ST-Ate.._._._._._._._._._._._._._. iCn.W I & _ ata I.tIRa Cowan. +EO 30 NORTH wEAa.0 "I' T .., .� E.vKIAC _._ 10 + W......RR.MrA�E' i I /Rr.1/rllrgSpr>..I.w.AI a,g o m w IZO .._; '1 •- .. 1 TOTAL SPACES MOWED SS p J l i!' I PHASE 2 aMX1ARaN i Trrr.aaea..E.SwsaRre.Er,awacP�.•RaN ,Al� ` -• TH RESIDENT!• I r rlN..aEe�prrE.rrMEEEeay .g»z11 — R..M.l 41 I ! COMMERCIAL T� � ��' ' --•••••�' 08,088. I ill •RrpRYl8 Nra..land a Pa ACN.b,4.AA..V.S....00 Pang R.dd.r.88 ��~ II' l J I 4r.w'nUlH N.,*0•..O.O..2P.•O.Vr•0N...l•m.•P..PP.aa m.M...IaV M ms-.0 noon """"~ 1 EIS GARAGE SP. 1] I y„P,,,sp,e�.nl R,r,M,,,O,Y,. --- IRON STREET SP. I -R.tNGPn.r.rar..•aa r.R N Ooxpar Ch LIRt awl R One.M V E.0 al! --- 8 — I r jI. Il I �Ra.tune 04.001 b Ea Rome P00 d.1M r RICO•a 111,Mona.M I.CM Mar.. .Nlm•w.�..vanen wr.AR. _-.--' II ' 1 LEGEND M'.W2Prr.um023001000.dal.Mem.P.nlPla..Lam 0nlbm..aMrrl1wM . OROEAR/N I i I Prom.or.we.aA.•NrI YMry M. 1 1. I 00.880 0ML g -_._.� I 1 ._.._ Pain.,. -- +-- -- - - "..SAVE_ - �"-� I -- M I 1 of 2 EXHIBIT"C" PARKING ALLOCATION oisassazs 52983123_1 25 _-I T. ƒ . - . § ■ §� ! @@wws . w . 422222 :130 § ■, naaa . O , . L' t § = 22 ; 887, o , i 0 E 12 - § ■ 0000n1 a £ § ! 1 _ 0000 _ ;§ ! E : f,� 2,' -J,00g000 „ t' s = , 0 ; ,J0 , 00 '� E § E2 = 2 ,ao ; . SQa ■ l = .= Sg . . . . . . 8 &) § § t ,tWt88 1112., $ | /f , | | § one =,i� ,r | 11E2 00, ..ie W | t | _ _ 1 . i | .�, --. .... . | ___— --__ - _ —_— � . 1 g alt$ $ .. j1 _. i 1 :. .. - | - | | •,:l if. ,,,, 15 | | ,- !CZ .U.. U | . if |! 6616 | | ! '1,7 I.! ||!! E | q § | k . §y q §I § | 111 1 ; 1 | ; | 1, | | i | ■�5. |1177 | Eili k ill �|` . \ || -....\.;. 9. ! ■s 00000 es & m■§■&■|§§■| | ■a ■! ■tea■ & f j ■■ ■lta�a� a I {!|.8443.6t ;!■!10 {I■■a■a«■■!■I- | if L ".-__®� 722$7{st .i . ,a■ . , aa■J� | I C I- ! §`""§§§§a! \\{22{#;f| ■f$f« ■■! s | \ EXHIBIT"D" SCHEMATIC DEPICTION OF PARKING SPACES 01888887-5 52983123_1 26 - - mw.w........... ... .... ...mmonn.s..n a w .www NM PM MINNINNIIMMINIIIMMIN - M +1•1•MiliMm•••11. I.. I w...weaw~ - NM ••w.•=..1~u... .N = IMMEINIMINIMMINON V a 110111111111•111Mn • NORTH GARAGE FLOOR 1: 54 CITY/PUBLIC 21 RESIDENT 1 _A3 :_._ ,104/ ter. /�- —r— me NI =, s11 W Min all StP ii + +o v r I + -.a- 0 � + + 1 MI CI) . _. dEl um _j_m - :-..,Tw.. 4 ° ail poiroatA Int 0 NE „,, , •.itio . mig 40:---------------- : + A , , T., .11 MIX " ' ,., 7J -----;-----------_________ ___ _.,_-_. J , •• + 0 �, - 1. , MI . IffiLlemirsi ___ tt 1 + + + ° _ BE —ME '. CII '. -± t • + + 0 41 ICK L I+ • MK �. o IL. Mir 0 1_I o h — Ma + + + c+ + 1 + + d':, ..r,,,, + + t + t + , + + 1 + + 0 ,, ...11!„, ,,/ ,. ..±..i.t... „.. ,.._. ..____ ._._ ...„„„ „ i• NORTH GARAGE FLOOR 1.5: 120 CITY/PUBLIC r`1� ;. Yt(ii l d t 411 - + .� + + + +I1. + + ,If t 1 I + t %* + j ;+ : _ T� + + 1 i + + -4 1 1 1 + t ,I + + + + + + • + T L + + : .6..c....‘:\+ f - G DC7 + 16 1G + + + � + � 4 �1 + crr + w -+ + 1 t o 4 0 1 I F + –,—,-- ) + .,--,—_,_,. • + i, + i F + I 1 i + i + + + + - i + + + +1i + + + �, I� + w - + + + 1 -I + + + + LC' + + + + + �I I + + - + + 4 b 1,r + + + 1 I+ + + + + T t I1 1 +ii' � :_ + + + + +R 1 a ♦ el + + ±.-...-t.-.0 + + + + + + + ',. I II + + - + -A_1+ + + +ILI- + + +1 + • + p4. + + a , + + I C+ c 7c 7c c ,e is e A + + + + + + + F • + + +`c +c + /�/nm.n + + + + + + + 4- ✓ + + + + `,,;•., wath ,r..- 1 1 Ii( li - a .,.„, 0 T II. O a 1• if a a • IIi a a a 1I • 4) 1 i1 •1 O O i ,..._ ._.r...,, • ei 0 c )• 11 11 .� i ! 11 . - ri u . ool• • oio � � olo • •10 • � �, � . � C=3 I� o1. 0 Pod V I I • • , i00 • Ih • 0011 . 00 . 11 ��1I• t • 0101 vr ... ..../ i• 11 . 00 • II •� O • 11 •) OO • IOO • 1� O _ _/Ii . ii • • i r r . • I 41 .0 0 0 I` i . • Ir 1i "i • F . ., 0 • 0 • 00 IP Pi 0 • • 1 00 '• 11 . 0O ii1 C "• • j II • • '• • / • 11 • r__ 4 • 00141001‘0OO O _ � I �Qi --- RAN-F� ' 0I H . 5a > o 4 -• l • a . • • 1 •• 11 � • Roil Rtil5R0 • • 11 • 0 t : .� ....Ji�.iiL�, via i�r ,V� n 71 Y • 00 �11,1 00 11,rile0 00 • 11 • O 1O • i • • u • • 11 I • II • • • 1 C �• • li • • • • • • • • • • • •• • • • • • • t _ _ 1 a ,J O I _. \' i O_ � � U v 1 : iiia. 1 • • • 41 O O •,,s. ' 0 4 /I • \ . (V CL 0 0 J W U C9 :.-.1 X MZ \O l& -dee 0 NM Z M CO NORTH GARAGE FLOOR 3: 31 CITY/PUBLIC 89 RESIDENT fir', yam- 1 i Fl r, ,- 0 t o _to o • > o O > °° o > ° 0 ` A j + + + 1I° OC 0 • ° • • + O i> 0° L + + + + � 'h °to _ • A , + 9 -> °° I + '.++ +1110 °C >01 I° o-.----' ' ' '• ' O t - o + + o c+ to 0 Ip_ , ' ' 001 + *- +1 OC 7Q° . : 0 '.t. O + + + 4 ,10 C , 00 b 4 I 0 + + * 11Ooc , ° pt rii�; ,'oo + ' +" + 11 4 > ° o 1i �►� n + ! + + ° > ° ° • , ° o le + + + + + + 1! IOC � n0 0 + + N + ° 0 Ifl a > ° �r- + + + 0 ° 0C 0 i • ° . > o V + + > + r, :0 ° i^ O Q • > p �� + + + Q + + + ��0UC � Oo °� O ) 7 .9. i + + c1� O i,i„ o , to Ov O r, r, �'4 . � °3p II° ° • Snv 11- 0 - 0 _ t • ° • '► 0 ° p0 • Atka 0 • •Vp 0 ° 11 • ° 0 •j I —a-= �� t 40--t- tr COO » C 00 0 i0 • OC OOOOOOOOC jet 000 . 000 00 .) 0000^4^000 C^0040 O ii G' Y 0- 0. © O 4 U U U UU `) 1, UU L xuo, 00 0 1 0 . 00 • 40 • 0 10 . 010 0 0 C 0 0 0 5 0 1 0 • 104. 000 •!! 00 • 111 • 0030001 ( Y 0 ~15 o 01141 1 )1. 11 , -L-,,,i-L11-, --,LL,,-, 1 . > R A, ' FRC-V- - 3a - 4 ) V,. ' O O 00 �� 111111ILL11- 11111111111111; Lil 11-1-11141-111-1110:11-1. Alin• ! , I 41 t t av— k4L 'cam 'e) 0 d . 00 ;, 0 . 4 x• • 010 . 0 .10 . .;; 0 10o0� 0 • �• . 00 • 4100 • ill • 00 +0 • oo • C ' *0 X001 100 ) LL ) uLyJLJU ) L) LJ)L) L j1.a UVU0000 00 OD •, CQCQ-COO Sird 000 'x\ ; H Z W 42 EtW 0 i O ap :!F 1 . 0 0 • 0 C 0 0 D C 0 I/O 0 C 0 0 0 0 0 0 D 0 0 , ; IA0 • :j00100DOCOO �J •. 000110000C00 000 � ` 1 I • • b 00 «" 4U UU U 1U � 1vb00çuUip0 • o • o • ala • 11Ca r 0 0 0 . 0010 • 10 .1100 . 4100 • Ill • 00 ► c gl C li-liilkICeiltilli1 4"': ; I 10 ietilit, 14114101 0 az( 60n1001. II 4 -.- > �—AM ' F R-fli�/i-_---- . . > o ill Om 00 kii 4E;�' � Ikl; ; . c� c rn 0 • 00 • aep o • o • o • oto • •� 0 1000�; 0 • 11 •I 0 . 10 . 0 0 • 41 0 0 • ill • 0 0 10 C 0 0I' Ufa 1 UU � Uc, vUU Ur Ju Ly 'Li :`� UU • �I • oc00 0000000 coo o0, ;�• 0 0 �: r - '9 I. \ , ,��;,, o_o � oopocoF� Q oo � ocooa ,� oo_ _ Z W di cc Lai O a cl Zi'cl E LIJ 0- etr E cO U OCD Z N `t 1 L .... ..., .M.,e....�.- VM. P.M .._,/../M— SI MINI .NI.MMIN.MMEH— — Mr .w..MMIM-- .... MMI ..M.rMw., I� bdj • ' b 4 ° OQO01� COC '5 Q ,! p p ° JQO OSOUTHGARAGE FLOOR 1: ! • •33 RESIDENT -/ / 40 CITY/PUBUC 1 0 + ,+ , • : ° OC ' cj i___.=.0ii.., ► ° �C , 0 + + .--�, • + + 1 i I I 1 I I 1 + S+- �_ f ° OC r + + + �' I I I I I I I + + + � . . 4. wit i i+ + 4. +, ► • O �" + y 4. riiiif 7 City Spaces ► • + I 1 + + a�� 0 11/114P 0 0. L 4.0 1 CI, 0 11111511 ►► ; ' 4. 4, AAiiii + � ----- I + +• C [ _ Kiln• + + BI 1+ + _ I Mill o , + + + I ( I I p 1 + + c =-� 4 Resident Spaces H1 + + I+ + .• ` ^ t ' 41 o • • 1 'rii.... ii//.I, ' 1 L -----. --- '^' '"'� -------""--. --w .a. wa_..._mmm. Ma.. .� .rw.PI,�... ... — .—,.we....... — — IMM....MIIM.IMI — Imo .mmmummo.mom. ... — ..mow..... im. Om mommo..mommom. MI .1",i ,i' j + + + + + + + + + + + + + + 0 + + + + + + + + + + + + + / --- - + + -b it -b + + + f+ 3 + o!+ 3 + 30+ + • _ + r SOUTH GARAGE FLOOR 1.5: .I + + + + 114 CITY/PUBLIC + + I + + + + + 1 • . ■ + + I + + + hL + + 1 b. . + + +p+ + + + y + 4- + + + . + 4 I + + + I + + + + + + + 411 t + + + ti1 + + + t + + + + +114- + - 4111 + +rt.,. + L + - + # , + + I + +IF + .I+ + � � -. 4. + . + 1 + t +� + 1 t + + + L. + + + 4_ I+ + + . + + + 1 4 + + + O } + + + . r + t + ..�-m-4, i71 t 4 +af 11IllW I, 4- "'t b 4 +fiD p I + + __ ., I —I A I- w + + 1 + + + 0"0I- + r + -4 I 4 + + + +� + + + + II + + t + + + + 1 + + t °— } + ttr � + t + + + 4 1 + 4- + r is_ + + .7---T---+ 411 •+ 4 + '' + + 1 y + i + + +I I+ + i .I 1 II I. 4. - + + . + I + t + i + + + +LI+ + + + .4+ + + t + + + -1 + + + } + + +I, I} + + + + + +• �I ffm, 1 11 , 0 C,�.I ♦_ Ic i. +...._,..._,... + : . + li ,.. - SOUTH GARAGE FLOOR 2: 30 CITY/PUBLIC 80 RESIDENT 71 117--0° - -0 - ii--- 77 --4 - -----, - li -- • -id' !ni 1 1 ,, f,„ 0 , 0 , 0 ,.., 4 n Vie' /..\ 0 r., u /__\ • r.‘ 0 r__\ i i'l II0 ' II ,,, I 1*6 • i 02.....:...., z7-''' 0 d I+ + + + 0 0 , , , 10 0 __Q__0 Et1+ 4. + + ;+ 4_ + 1177 ) o lk-z4 % •• uofi+ + + + 110...c4 0 IV c) ' ÷ t! O' ' ' ;. + -L % I 0 I .0. .- 0 (,2, dr + + + . + + + 1 ,,..c."1 0 ,_ -.—• + + 1 --4-0--- o 0 i 0 1 1 • ° (-) C1 .1 + ÷ _j_:. • + 110U/Th ( / IP !# / \-/ )• '-: ( iom4 all. • .r I OM P Ara . t 0 lM 14)1 0 t0 11 • ) 0 I I - --‘---j/ 100, (0 • 0 i). ) • • iMariM1 v 0 i!' 0 • Ill If IIIA, 4 MEM it. * + + 10 C 1 P • > .361:----411al 11MIL6'.1 r!"=217+ + -4- >1 -0-111C-1 0 C.. 0 1 I • lip_1 IP- 0 0 0 I la ) ge 0 MI + + _HO 0 ( - 1 - •• 0 411 4: D_ . + o c o o 1 , • • to ) O ° BIM . + + + 110 ( 17t+ + )==g1:3. r a 0 1 ... I AL I ) 0 • 411M < 4_ 4 j 0 ( • 0 • I 0 • 0 1 z ; ) . 0MIC II 74-- --4- - , . o z : , ..46_,._. 0 ( o 1 • ) o INE ' + tin ° • 1 10 • I • t; e....11111111i AL ± ±-1 - 0 • 0 11 • z. i ni---:i .4, 0 i 40 I -,.. 1 SOUTH GARAGE FLOOR 3: 30 CITY/PUBLIC V _ O_ _84 RESIDENT „` d � °' O �� " O ' OTO d 0 '77 • o • ODoc �° 16i 0 D . o o 0 0 0 0 0 ! ° g t° � ook • a! ) w01 I+ + A + + 40 • i.-•! O 4 .1_4. • _ • 1 ,0 , ) ,. .I * � 4 + 1 ° ) • Of : � : + + 1-)IO ) ° O ) el A. I +Al + • 11 ) il+e, + • ) nL) to �_• a a47 O ' 0 IP f 1 \i' 0 1__ ( ) - 0 f I I00 ) - pi + + + + rn + + + �o ° C y0a ' o ° s ) • • r - -�-+ 1 1 + i moo ` ) OO ° ) o I n' � a C ) ° o 1O • . ° t -I� + +T ^+• + + fin ° �, 4 G---� n 1 A )T--e °°® a ) ooF�' � � ) o E 1 f \ r© • • • C 0 � O000 � � OCOOOOOO � ii' 00 �' . 1 o . . JOo � aoo •®coo 000DocoOo4� • a o 1 o o .=> t Mc o - vv vv v vv ion o • U • O • i• • asii00 • iii • 00 b o i i • O O I• • O O � g ��r• O • 0 • O O • /1 • ' AS, + + + + + + + '+ + + + + I + ++ + • 0000c . nr� nr� n, _ f • O 1 I GO. le _i_. i-n n + + + + + + + ,, + + 1 + + + O I• u • O`-. i + + + + + + + 11 + + + + +4 41 O 0 •• C b ' . . . i . . 441 -A rn0 0 . i• •1OO ,54 �' • iii000 +• • 00 .• • 0 0 :1 41 0 0 I• • 010 '. 41 510 • 0 • • 111' a • v V V Of V V V V' V -V V 1, V V V V V V IV V V V V 'SrN400000C 00000 . • Oc000c 000 9 �� olo pc ooa qo oo «eo o , ao opo o co o •�. r r 4 w O O J W W C9 I g Z =U I O NU�N N N i j t t 1, !1 •►��• 11 • • • �t •! .I. • 11 •1 • • �i 1, • • • 111 • • ...,,,, smw, impoutpin \ L_ _ _ NI- - - - ' & • • 1 I • • I • • tO41we� • • 11 •I • Ii • • • Ali • • •1001 • • II • .1'W• • 10 t • • I. 011 • r� iItiINI•:Ii1• •: t,_ i • 0 1 it • p < -- � .'•' 4-414 t/ a + T . .p 4--.4..--' Mielirlialltrejill 1.14 55 , la. • I • , • 0 0 0 1 0 0 10 11g N • iIi O O 0 1I • 0 0 ,....: , ,. -4 -..... -.• ',I. ' .11. ..., ... .....,, _ .1,... ..,;. _,., _ 4._ .1, ...1 L • • 0 • 00 .• 1I001•'W• 010 ;04' sIO • 00 P 0 ' oa • o , t1I • 01• 0 • 01011i •I� H • 00 • Ii00 • u+ t i 01 • �I►w' ,51� • I. • •P'\ 00 . 1, 00 • 00 00 , O ) OI ,,� 4 ce 0 0 WJ o Q <W W omca etI) NNN 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(a)(ii) 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: 01888887-$ 52983123_1 27 PARKING LEASE AGREEMENT South Garage THIS PARKING LEASE AGREEMENT (the "Agreement") is entered into this day of mQt-Gln $ 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 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 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 OI$*9373-2 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 (100'h) 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 forOperating Expenses for = City's Proportionate Share of Exclusive City Spaces t 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 fu l l 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. (f) 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/Chantte 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 attornment 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. Estoaael.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 loegorencherofcom 01889373-2 52983123_1 17 Kathryn Rossmell Lewis, Longman& Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 krossmell@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 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.lynn@,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_I 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 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 ply (I) 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 By: „,9°., ga, Mayor �-�NTON / OQ .•....................... v SEAL 192 FLORNO_" k-R' 23 °°r: C:I CLERk:. 01889373.2 52983123_1 21 Bo.::470t4 BEACH OWNER: WITN' `ES: % - BOYNTON BEACH TOWN CENTER APARTMENTS,LLC,a Florida limited liability company 'Print Name: 0/l/ • /CC1/'/L sN J Print N : C-tia 4F. P By: I Name: 51a i'F:t=M1 Title: AAI. ! .,.1 V 0166937]4 52983123_1 22 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. 01889373-I 52983123_1 23 EXHIBIT"B" MASTER PLAN 01889373.1 52983123_1 24 MISIIIIMII -/ i \ . -.—.—! _ -•-- . • __. — DEVELOPMENT LOCATION MAP �® I® ' APPUCARTM TRE WHIMS.PIC $10VEYOR:CMAEELD S WHEELER NC II ilenleNatloavo ._._. ._._.:----="v—= '_. ... _._._._.. - DEVELOPEII:00 Rh AVEME.1M#LCOR 1134 OIADE8 RD..STE.100 u n • ),, I ♦ / IR 60:0080 NEW NOM 11581)361•1401sun'0:6 SCCA 49 031 w• - - IR 60:00 NOM. I 1 -- —. - . r 1 —•• PLARN[R: LEEAJI 0E004 811.00 TRAFFIC/ APEEYIIDIPI in- ao..nr Z y e10 CLEMATIS STREET.sTE.cIDx CTN. MO WExuA wAr.BA.IIT34 RIEgEn gamma _•"7 'MST PALM BEACH R 3N01 EMME. WEST PALM BEACH.XL 13153 i �I � I • • f3411]66-,t34 I68t1 NSOe55 _ MU O Design -1' II I ARCHITECT: MSA ARCIMECTS LANDSCAPE ARCIRECIVNL ALLWICE UMDS*AP8 - //II�� LandLITINPlanning .: ' I. PHASE 3 N500 W.14 CORM 15106E 1513 AROMMLCT:812 SW 412 AVE tt j� Land Plan.Ar • MAK nom...,33168 ECM UUDEIDAIE.EL 33315 NOAiII UrM.Up.An;AMYCPn I. 7 REEIDE1f11AU I noa)v3vwt MAR T04-8858 -,-r a ON 0.....80.6 Me 002 II I COMMERCIAL 1 W-.M.N.1, WI MI 114.10)VAX eP 1w nn i 441 UNITS .. --- --_-- - �.rr-. ATrWA 14tISS'N Y DDIRIIrJ1m u.e�s aAAIIRMa e I11,1 • • Exhibit D Master Pian PARCEL 5 1 of 2 _ f} ii. T « MnA T,1- _• `°"�""` INNIMMMMIN I 02 09, 2023 �J y - �- --�1r SITE DATA -'tesEaESOR �,�s._. 15.0OA:•" III /�: 1 ........ —••_••—••�••—y ••- -•n1s IEA PROJECT MOW 1•00VT1 DMC 1.EOVTN 1410REM ..CNEMIAL K IMM•MAL ICOM RIM ENTMLICOWL NDTtUCO� --"- 1 I, I 3104.WNW tom[,] ,+` BAMS•D...22 • T IT ,i 1 j{ t �i//,vim I5: UO USE +aro usE ow QDtM V I I I -.y • �. #' T ' ' I CPA BTPINSE 01030.CO0 1 2110210 000 I OTODO$130 0'000.000 ., .+,. !: L RE SDE NM.DENSI3.231.121 DET 30 MOD LVAM) A1LCM0_ 5044 20:1N P1Pa.. I. I I "�F g PHASE .aA1� G j 330308'i��sw • I— ,: •- PHASE 4 MAA.REeDENMLtM9 I vex J , i• e� ' CENTRAL PARCEL VAX.11.0011 AREA RATIO RUSE64310.2014.4G DOT _ 35 FAR C— .J f_ � C P1,1'4! A•,.il(-..,[1:• -•, OMa.�1 tN ROOM, _ OOOO•oowun I..I 0.N.I.PARAM NW. COOT.CbMR0W 0+31 EM0-BN-18 .$430.n, N8TS I 30 cm 10S 4.**.•3$ns 100) TE 'I arARR �W I 1w1! I 35.000 SF COMM. I i- :_1�A601s _.q(z. -F, ..:I I1 r. GARAGE SP : I MAGNUSON PROJECT SUMMARY ;11 1�!- ,. r ( � MI.. I I• HOUSE PARED.TIME PHASIC E PARCEL PARCEL MU MAX.SUaDME PM /ROPOE 0134 s I. �.` Ty, I. �I.i '• I ARIA(AC) PFlPROPOSED MIAOW COMER ML w/ i. ',7/1J�) t ',7:r-:.----!--;-.-.-7.4--,,,,�I- Try-x. j'I .) OD✓DCMC t S,N 311380 g0.SO5=wow OMR.E6I30 W ._,4... �i. SOUTH ELCEM 2 S.M 171EM N1 MAWS MAO 1.10 7.158 ce - ` tr �..�.n .. ..4,. I NORM 1.-ICON 3 3.1E 151270 557 RES.A 8 MSAE 110 15.0* ;r'\. \\ - ` j•• j CENn1At•ICTELC011 4 121 62090 1N PCCAN tMAE 368 15.000 ' -i- -�- -._.. OROSS AMA 10.62 070,114 143.707 35,804 Q PON LATTEDAI OJ 0705 30.745 til• ".s ��-• I,- —•�•�" I ----- PLAT7m►EQIE 45 AREA 1E 22 705,495 -1 j ! + � •I _. ••,_.}... ice.. ` I Ei1LOESOM.l00.tE 0.001 TVD VLCOIfeKR,tE OFIMIONOE MOH R00R M1EA0iCT'S LORS U.. ,`.•-+lhy �' \ ■� j -ECIIDFS CRY MILL tlPMV.CIlp1lMSYKLM DATUM tAMEl1 C I I 111•� oa '`y 1. 7 IETIC.• I, I , • V/ U • _ USEABLE OPEN SPACE CALCULATOR 02 C jI ...- II I i ! MOSS SrtE AREA 15.52 AC. Z CO A I ,,y���.c• REaLEEDPERCEMAOE 056%OProME'MARIA,P15E11ANE100012.•CIW.3,/OR.a S[CC.SLLDPDAM 5111 REQAATEIME 1'O I E-1 ..- ' I : RECAME0ACREAGE 006 AC 3.380 M o a ____. II L t o • MEN1/ .01� •t' _ .._-1 If 1 PROVIDED ACEA00 MRL O .52 AC 68.000 SP O C '14.. e I�y �/ .xs1 .u., 11, EL - .‘ I NOTES C q 1 ILORA. �' �lJ 1 I I . j /• �` i til ' 11 TIE MASTER PLAN PRUPERRN SOU DMIES.TOTAL LOT MD PAR:EL AREAS ARE SASED w nE 1ECCIIDED PUT IPS 177 PACES,-B MELO.°PARCEL 8 m 2 i �ij Ski,. j i _,, /% / I.c. INE STATION/ONO $D 0.ST OF IIMCTS — s I x (moi /• •I I 2)DE MO�ROl 01 W5H401411.1140131011T$1ARE BASED wPARi1C1PAnP11N NVAOORCE WU51N3 PRpDPAY(WMO NM/SULDIIq HEIGHTS liri.11.4:1.) I y ' J g �• '? JJ j SM418E CDM UART WTM VPN FROMM& Si • .s�- • . �. - ..-` ,Cv` � '� ...-.. 11 ButDIM0JlUl€sIN PIM5E32e 3000 AR'R31t16AATE AND SUBJECT TO BITE PLAN APPROVAL 4200 P0lATTKL t _ ••.. ._._._S ?ylgiy,_ RO :••• .._--.------ -._ AIOARAT#PA1501D-RESIOENTAL PAR030 RATES EASED w PART M.CIMPTEMa,A3110E V.BE0nw 30 PAROM RE1UCI10b ISR SLLSTAJM8CU1TV — — .— TO:E 21.21134, • 4,.-•—", 1 .. 1 APPND/AL Or M PIi�OSEV PAISOND RAI!IEDUGTp1 TIgLpN PMMICIPAnw IN$t$TNtN&lfT1'IS GLTDITIQED w 11E SHE riAN APRENAl151 NORTH + -. �HI __.... 51 GARAGE PAROID-OO✓TA:MCRLUA DED IN PHIS•,253 SUPPORT ZEES M RASE, 0XI 00 120 � 5 .1 .1I 1 34„aoAL AIRY ' I I e)PARIOND REOURED FOR PHASE a USE(8)TO 66 PIMADED w RUSE a SITE. MY: 1•.Ad j I •I $,� • I I n GARAGE 884180CE LCCARC 04 AM APPMOUM1E IAM 8L0ECT TO SITE PLAN APPECNALS AND 3030/11100 — 4 ! I I. PHASE 2 8) RASE.USES ARE ESTIMATED POR THE MASTER PLAN AM SUBJECT TO G AMM AT TAE 310CRET10N BY RE CITY 330014 USES STALL BE CO,PARA3IE TO A.I.alr, xix13w1 -- III 1 ' ! SOUTH RESIDENTIAU I1E CUREMPRDPD4AL MBE LS TO EONAIENT I8411IEMT2 11.....34 011 _ II jj.1 • COMMERCIAL I SL LOCATIOIff ROUE RESTi100A5 ARE SUBJECT 1OC/MN 21133 OF SITE pLANAPRIUn018UT SNAIL SE LO 0300#4 PRASE 1549E AS PER AM mow. r II I' 457 UNITS c GOAT AO ( OEVElDP3E7RAL0EELFx _�•..� g '�' sr MIW,.WM15100..N NDT w611EET PARDMWILL BE PROVIDED WHERE PG651BlEwALL ABIIfnM SITECIS ATTIRE DP BITE....All APRIGIIw 16/043,4.4 0, ---..-.:II I Il r1 � ,-- I ,1)ALL VIRJT•LRES WILL BE REIOGTED LEQEROpIPO SUBJECT 10 PPL APPIIDML SIIOM_M1ese 1 II I - .I I I' i I LEGEND I ----i l••491 ' _II; II I Poem.P.. - - - --- - - .. = MSP-1 Y 1 i ./_....__..... _... _ .--,- - I ---. _ of 2 1 I • I . / 1 1 momminii +i --�: - -3%i -..:..-_,____:_____„-...1. -„,_ ® Exhibit D - Master Plan V n !-' ' 2 of 2 n • , I -• I- � ^� �` 02 09, 2023 VINO I I Urban Design , __- __.. Land Planning 1 PHASE 3 1 PARKING*MAC=REOOIa� ATE SPACES U W,O,pe An n1r4. NORTH RESIDENTIAL/ I USE ..rt orcin I PRASE I. .PAR e ! l COMMERCIAL I CIB'1e5L1N./CRno1.m MAA R, 1N,STS "°'•"080°iw"s-'-^11 i 1 gl Pr5� 751 ;�...eere h.u..br4� .- 265 SEATS 1.5 6 1' I _ !I i' F� I 028 GARAGE SP. CRet.YP Pe CPI 4 - 22ONSTREET SP. C�'AE1 . 11 S F076545 E MbM9^nnlldm 5210 '-Www4-r smeh. PTNemact lly 1 PeuyaP..../984418. gu + PN497WMPn]�IA 8.f , AL/CO41M. 1 Om ware PATE. RF0K7 ...4. _. RwIR.41411AIb•T,eIPR,.2 4R UNITS %I ; T oAA.n,nn*.ce T S lU 5541411 Seemwur 286 LNp 180 333 111.1111111111011 . 9-.,===.....m... .:..�_1`-.�=._..--•=_7.7- -._.. - '.• 2•5MmnLIMA 207 um,�R 451 VR 10 M CC - 344 err 6 g rIT� - _8.n _888._8. \'. _._I _ -^ y,F. Commas 7.165 TIP 1d06 36 .1 •rAvr.__ v ,y MAAS PtAiellPw•APIAAP m - 7 GM PRAMS.•OR INISC IRAL/COM 411051/98 UNITS MTC 401/950 I f, b. NON snwTs RRcr Arlaml4nt.►•NOIP14A$ 4n 28ATs n -1 I w ,.�..� 1>� >a ! I l' r` •f/ 2•a.rea.u. 20 GMT 11' ]n _ II ` --�- J • R11n.4141OAP 441 UMI 015 57 I 1 I PHASE 4 Ca4..4141 NOM 57 1580 n • I 1 a PHASE 1 I ft... r.LLwaP.e.•R.p.... 765 m I i ENTRAL PAR EL i I 3 1 GOVERNMENT/CIVIC PAAa[4•cgRraAL PARCEL." GUMMY IMPS RATE- P,rouPSD S! I I • 144 HOTEL ROOM Aja i -- N415 Roel. w /921015 1A 165 t •I S XIST1NG 20 OFFBTREET SP. I ISO SPACES p I --- ice'' I II gr 1/200 35 11 EXISTING 20 ON STREET SP. 15.000 SF COMM. I IP/9,5e4PAP.,Sp Spas MO n. li i asSPACES J1I I e I, I "A 1 I TOTAL SPACES REOUREO 1 2,338! C w I. r;I V�• 11 �'--_�"5, : t• 1 ! PARKIIIO SPACES PROVIDED SPACES N m T r LL Ts PAW 11...00811RRHdI/X'IPIC -�- - � E'A061M4YE-----_.�. • ...Mom 31 t \' II f�.. •• ,,`'••! ,,-1 -.. • pArtPe.18aP....A.W M LL ` CY I i .- --. I \ I PHASE 2.WontRISIOB/ML/Od�. a !t I o....em.e.T.. ,e Cl) a ,�, Ice4.�e.� Tat 10 L Owner o.. ' 'I PNARd1 I IS =amen 22� Z m On 6041 Speen RCeln IIIW ,S - i!'I, G GOVERNMENI T 1 CIVIC } 0' P0131•Te Speen 00:i.a0 -14.441441 4,55 2 4- -_... I ti EXISTING 1SOFF><TREET SP. I- .Tar"_-- O a MAUS.IIOR11IPEPOEM1ML/COQ. 0 jn V2 1 EXISTING 11 ON> EET SP. I G.2 Gump '112 N ._. R.IY.I.QI.+ m E T - - N _tuwaos or IMMIlil ' I II _. OIOIAIOI\ I dl.M Cen�W W 22 S _.._ ! !i I .. \\ a:... ""iji____' I 111..7 Spasm-14.41141 1 IM I ! .••- mit. ��- I - 1Pwu4.mlmaL►AAea- j -_ -- •• 1ST_AIIE.._._._._._._._._._._._._._. IG"pe I TDe'1,op60. $18 1a 1 a aEe.vara "I'_._._.-._-T ^ ^ __ NORTH N1 owner nrt.Ra y% , f PP.-4 PRISM q..../YwW 215 a 30 ea 120 - 1• 1 11 I I I TOTAL SPACES PROVDED 2,Jaaa j -_ 1 --- ;!N I PHASE 2 ammo. j I TarPu.,253MAMA0O 80. EaG S ,d - 'I SOUTH RESIDENTIAL/ T41rp121ra5trP1E5PEPPs11e.».271 pMa�� Cour ,4,10.13 •1.1.IA.: aazml OM* N onion fii i • I�' •. COMMERCIAL ~ I •I..*F.wm,r...,,e!441.Vapor&Ms V.54Aea 1.0 NAR Rm..Sr M 55. t .- 1: ill I SaS GARAGE 9P. I �'PMPn 8.7994 rote e'n 44°41,6PM.01benSmAn pan°e.^808Awr.MM 4ma44.4 oenlesl 1pu'.v ¢ eats 8l P.eppe.491 Revrea01 t ` 15 ON STREET SP. S �I,1 \ , I NMI CemAin416enp s1.4110%68.GINR PM R CPR./My Sec 2B ,,.....a B �I \\\`rt9t I' I -Pn.64..w.IrreR.nrWow vlwwe.,40 .5.,a.4n*eRo..en7,.ca uneP.a 2I"�'®ir�e - .i4 I LEGEND PAIwe.Mom 4r41Rn.Pwa64158P..46Per Pr.....4..VIM be er.e..ere n en.. s I aNMAna+\ 1 I P1nemR4R P.n. p140.414b ee wAAes Lv..M I. [ \ I I I • 11 1 _._:_ I -- -=....---- - - �7P�.MINS" , MSP-2 --1 i S.E.2ND AVE-.---- ----------�----... of= 1 EXHIBIT"C" PARKING ALLOCATION 01889373-1 52983123_1 25 i 0 n8 8 0 1,1 m , c v, a . r.i .. m , m , a w r.� , OO C C i .,o P.'+ w w w�r 40 r`i & .. . r�'i n�i n �i n°�i e o a M ti ao g i7 �g& yy tz Gro a a a a a o a w g, „ ,76„8 „ ,..- _ s A 4c a r ? ? w mo oo orp o o ao w o o o o o.w- rw.a `dg 1 3 ` q 3 I os=1000 '.1100000tV O O O O t N 0 0 0 0 5 oo F A py pp pp 9 a W N Go a a V n�i a O O W .'".H E rL r W N W O r Y Y III 1 $ Ii t '� � 11iSS OD8 58i.. Sr 1 a ft2S 0:8 Stirle. 1 1 s`` ¢q — s...... . i 1 1 r•,,G 88. 3388 3 % 58. 8FM 3378 3 , Y 3 C g8. 83an 8 R M ECC 3388 3 3 ai iii z,ntn I.i E I, • r€! n :: f 1 to cc i a ra nn 1 g; I Gill 1 I / gIli ilii i 1¢1 3 an, ca• ata a aJ aa:c aaca c at i` ` iittl $ ' mum` 00 Pao‘7, - iro.tmtribw.,7,..1 Iii 1 ..-, St C . AASa F CI y it MW Ny. ... .M O a w 1 Y V V.D O O N O y y p y y t! O tJ 9 0 t):3;48 c _. I ) EXHIBIT"D" SCHEMATIC DEPICTION OF PARKING SPACES 01889373-I 52983123_1 26 MIL MIIPIN - .��w..e+�. ... w +www- WM NIMMININOMIMMI .M w IIIwMIIMIIIMsMIll .ter .w. �=11111NOMMIMIMINI MN NM •1141.11••••••■■•••=-• UM OM IMINIMINI.1•111111111111M. N ME www Mw w - MIMMININVIO NORTH GARAGE FLOOR 1: 54 CITY/PUBLIC 21 RESIDENT A'' /r- I�iu s 1 III�11f�1 �� • riptl + O 4. +1 i + + +I x tet- • i F + +I r + 4. I%/4% } + 71 - I rilla ' T T f} i + 1 IU + +1 OOII1I ir MI A Li IM i- + + 4_ kre, + } + T + T re 1 • Mill n r@lir 1 i • 1:1 , 11111 + +,� „ AJ _ 1+ 4.I b 4 • O rl 1+ + + +9 + Q _ 11 gErl } + 1i • + + 1.11 • dEl I- 14 R++* Ul or +* w On 1'',I IV = 0 +'�+ } i + 1 � O • U '� N } + + +h ilrii I I I I I 1 ©i O 41 I Mili ° Q: ° 1,1 • 4111 J 1 01,' / �nI I + + + + + + 1- + � V 4 - 1 i -' 11 + + + � + + b Q Illlru L GC, ICC. 11111 i NORTH GARAGE FLOOR 1.5: Ifil;,` _ • I __ .-�•�.�... 120 CITY/PUBLIC ?�1/ Ca + + �I r ),a nu + + + + + + + -4 + + ++ + +1- + a � +I+ + t - } + + � 1 1 - + -1I + + � -1- +r� + 1+ + -*--.r- + 1 p 1 1- + - � + + + +II♦- + + � V + sL 1 1 0 + + 14 + + - + +1- + U + + + ` t + + 11 + + + + + + +I-t4. + + + + + + 1 r 4. + + T T + + + + + + + + ;� , —�-- , , 1141 + + L1� + b 4 - Qfl : ,u +0-0-rL®+ , Q +�-I I+ + Wil .+ f ) 1 �I V - + - + + + +I1 + V + - 1 1 1 I + + -4 + 1; AA + * + + + + + `r + + + + - + �� + + It t + + + 4 b + + + + 1 - 1 + + t 111111 �'� - i- t + + +It + + + p1+ + + + .. , .�, \ ,/ __, i + + I f + + + �( + + 1I+ + + 1 + + - + + ._ 1 + + + + + + + 41 + + + + 1 + + + 4 I+ + + -{I c c 7e ' c •sc ''c 7c' c' c c' +v. ,,,,4---- I _{ �1h---1'--.Fe-4.--+i--I— ..4... .44a.1.� 4... .4— _ / iiiii 1 I I " 1 t i 1 i L 7 -s C7 : -7[ " ^ 7 C"7 A+ Cr- : o0 o0CI00g000 © c • ► • O00 ;• �' 1 • o _ 00000C 000000 02. 0000/ 0 * (10 C= • •1 0O ' ) Od /.J V V E V V V V V V V V J IV l) • • 00 • Q • 0010 0 0 I ) 0 • CO • 00 0 4100 • 00i00 �C� 00000 • • -- OD •• C0 •• •• 0 •A4 00O 00C U �) C00t, 0I„t0 • • * polo octo ) ^ re . A FP i 0M 1- 5 > 4 00 2 0 C 000000114 • • C o006C00 tr,,C UO eC001000 • ow 0000D000 i, C00 1000 • u• • 000000Iico ?, Oq 000C00I) I0I ( 10000000 5C 00 rnn con ' : nonnnnon n CEn a Jo 0 ) OCI 1 o Li\ v ..l v ., v w U v v .l v .I v V V 0s v ':,' _ a v -V \ 1 €; ) ( 00300001) C •e ) 000 I 0000 000 \414 1).;li 0 ,00C 0000000W 000 ( ,e ..... _ --- - - - - 1 fV 0 O l U (9J CeDZ Uo 0 NM • Z M o0 , I ) C 00000030e� 0000030C 0000 p+ 34 0300000G00 0000 C000000 •C�'CO • 0 I. a Y0Q c ® 4J --•-----FUQU UU J UU Wl.' UU L UU l 100 000 OC €) C 00300000 0 001 000 000 . 00 pC00 000 c � . .. � �y U, -� � � ,T 4�—T -n' ?, 0 01 4 + + + + 4- - + + + + + + Q 0 + + + - + + + + + + + i + + + +, + + + ! + - + + + + + + 0 ; 0 Oal I 0 * > A-M P •'• 0V- 2 >- o 4 e + + + • i + ii++ + + + • +f + 1Q • + + I + + 41) + 1 + + + + + I + + + + + + 0 0 � I . �'' I ' ' t71- r w I -'t, t?'I - 17 - ) I004• •• 4I,� IP . 0IO • •• 0 • 00 OC' I L g Q •w1�^� QQ • .IQQ • Ili • QQIte 0 0 ID C r7 , 1 l J _ o /. 0 01 0 0 1 \\, U U V 0 0 0 U 0 U U10 3 U U U LI U"V .el t: \I 0 C Oo 3 0000C • 000 300 •M0 01 ( Q ar 4_0_..0....4,Q....I Q 2 il r%i ce 0 O w U CD D re DZ c kE U4 O .GI) Z M co EF A NORTH GARAGE FLOOR 4: i I, 32 COMMERCIAL 88 RESIDENT :41' /� C:=, -0 11 D IO • C � 0I 10 • C 0 1 ` ai • ° > • O VA V .a4 P ° O • • .1 IN ora 0 = C > ;kW) - Vii, '`, Amm• AprNd Aj �;; O ' _ 0 0 4 ...Do oi' 0 • I Iiir j < -.11-ii 0 I° C 0 0 • • ' ° r CA I'' . ° o • ��•. �r-4+ > o ri,, p r • �1° • C • qw l• 0 0 . 1' • Oili� •0 ►4 �� • • jI ° �i► C01y : Vf'► • p• • • ID • ! I C .1• 0 f C • u► 01 ► _ 0 d c.��,. coc c c ..— c —c .r. I I 1 E F NORTH GARAGE FLOOR 5: -.- I /. / a •I • 28 COMMERCIAL 91 RESIDENT `- 0 looc 1 j o0 ° mac >o; ,„rte- (17 r ° �c ° ° i rap 0 o o 10 ° c > ° ° r-/ . 00C , • ° 10ec >' rcair °mac > - 0 :� I_ o ° ° 1. e ; W ; 0 ° c > 0 I; o o°�Air oc °� • tu�� 4 Ai i. wi k' o I° C • 0C '�� b' . _ >>0 ° o Il I40 5 0' ) ° 81:_jr_rrrjrrrjrtjii —9 rirr/ ri' ° ° L '5 q • 0 • ° • '0 li, o c - I• o , o o < 0, o0C o 4 P • o o • 0 41 to ii-C $ O �, • • 0 • 'g ° :, i4 I° • c •- > o� � !I• ° II. o ; 4r / cow • ;`04� ID �eOm"' ° � ° Y ��ID \/ca� ° `-'/ I 0 4I> 0 0 0 0 0 0 0 •� , ° • , 0 0 0 *®, C 0 0 0 o • i,> 0 0 _ 0 0 0 0 0 • I I vv I I _,_,,...._...,.,„...,_, b Lt. I.- 4 , o o b� .�Stilb. C C 0 SOUTH GARAGE FLOOR 1. / a ° ° r b O O / 33 RESIDENT L /: ► r- 0 a- Q1k_ Q „ • .. G .�0 2. , . �/I 40 CITY/PUBUC ; \-1 1 ° Ga � +,,,+ 1 O C 1O 0 o 0 tr 11112 . '�I/.//,,; OOC FINI ill 1 1 II+ 1 .. :5il 0 1. llii I In u Z + r...1 IANI 0 0 I i I o n 0 0 C I. MIK 7 City Spaces Mari ° iiiiialL iiime �I! 0 ll Ark :!: �.3 � O C , 00 ( Vii✓ ,. [0,w .�.. o Alae, Ir»i1 + + �o I 1+ + 7`.11V + ■ramori 0 + + I 0 I+ + -'!1 r �.4 ° ° f + + + �_� 4( ISI I+ + + + j..•r 0 s�I O C I I O - t 4 Resident Spaces ° O ( + fl 10 + + ? 0b4 1 `���1 14 i N 4." , ) (*) 4 Ai I ! ,..4.:. 111711! I i 1 .w.........m., ..w m. s......w....,.. ma ..e wpmenammo.au a i .......m....� ... ... 01.11•1,,.i.n.w. ... .e. ..s.w,a.. .., w ...---- MIM. �. ... �w..,o„----WNW ..., .ff.............. . + 4 + + + + + 0 + + + + + + 'a ��mi SOUTH GARAGE FLOOR 1.5: j i + + + + - 114 CITY/PUBLIC + A + + + + i 11 + + + + + + + + + + _ _A b 1+ + � + + i + + min + � + 4- I I + + + + I + + + + j+ + + + + + -I1'Mil + + I + 7"----7---1- Rai- MiM + gm PJI PD1 inumi � F + . + imut + I + + + __±....._ O + + + 1 IIM OFAIOSIE Allh+ ,i Iral {? PlArw .1k . 'PM I IV 1(64- . + + iI I + + •R .iii 4 + + + +, 1 + + + . + ..t �++ MIN- + + + + + + + � '1+ + + + + + + 1 1f + + + + + + 1 Bwmi , I I:11 i f- + + I/A. ` ` I + + , I — 1 R INPgl — w. IM. I•••//111••••••w•lw• MI. MEW VIMINIIIMMIIMIMMON. MN — •IMMINIM1OOMMIII1 — NIIMONIMPOWINMEOPM.E "MR M. ^IwMWRIMa ! 110•1 -1 — .....A 1.., MOP SOUTH GARAGE FLOOR 2: 30 CITY/PUBLIC - , 80 RESIDENT I • 77^ • • II I.. r" 0 ' ) * p 0 . A 1 - • rAtver kO Ia4; o z f° 0 ' 0 • 9i I+ + + + 0 • 0 4 F I° o ' o • H,I+ + + + + tis o > 01 I + + i + #_ c ek / + + � -4-4-;-41-----+ lir; ° � ` BJ �.a ' at. - , ) • 0 ` 1110+ • +fir , • 0 f too b 4 > + ►�. I •o _ c b 4 )-o-e" 10 0 r • o4 ) -Wir L+ + + A. 0 _T+ 0 e ) 0 I+ + + + hI 0 ( 0 1004 0 k + + .4 + + + 110 ° ( + O ) O O ) O ° 4 .I + + + + iO ( > ° O � Q � )4 0 4 .I + +• Q -+ + 0 --C ° Aft I00 ) • o ` I + + + + + 11100 ) 0 r ) � U • i 1 1 i .... — - • . ws — .mow - — r — ..--. - _____ — ....�w.. _ SOUTH GARAGE FLOOR 3: 30 CITY/PUBLIC C 84 RESIDENT '3 ® 1W c 10" JKDçoOogoOooD /) oOJ 1- v.-1° 0 0 • P-f) Z ) -.• p • O4 �+ + A + + �• O Ste ° p0 it ° < ) ° O • E-+- ' . -' C ► • 04j + + N + doc akooC ► • � , O OOO4 + IvoC I _...t____Lig bi ...,. ., + + . 4,..,_, k;Et 0 c AU. I A% - �1OC b • 4 ) p ° k IOOc + + � + p—_- I0 C ► � 0 : -I+ + + t ril + + + UL0 ( 500 , c ' . 04 .1+ + + + + + O 0 louc _ _ + L 0 a + + Q + Holm ( O °C ► • 0 ( - + ry . . + � Hd0C ) 0 60 _ y + -0 ( > o �O0 ' • ° + + + + + C) Piz a ) o0I //////// — %////%l/. SOUTH GARAGE FLOOR 4: 22 CITY 92 RESIDENT j - r` ' �� — �► • • ► III • ►I - . o • 0 • .i • = ��, 4 11 • !► 1 • 4I®• O b ( • 00 • ji , 10Q 10 - 4 1° ° C)Im 1.0 ► lira I. 1 0 - ) ce0 1+ � + + + �� O -i..1- 10 c -- + ► • ) OOii+ + + + 1 O c ° '4 rI° Oc ) p° + + + + + + p � ► ° • ,I° pC )o � � 1 .,, .+ + � +��°c ► • O p 0 .1-.,.+-.r.± + I • p ►__ O �I00C > p0 .1 + + + �► p • c 0 _ 4 ° ° c ) O ° / 1 + F + _ + f1O (10 C ► ° it Aft �= �__► • K °C )lb, • \ .I+ - +M U ►�i11 0 r6 'b ' c V �' > 0' 01 1+ b + + v! 0 • ( V Q ; ° ok CcI, AlkJo goo , l+ ++�► • p ° • � t + .10- '1oot ) ° 0 I+ + + + + + -Fp 0, o ,_,, I 0 ► . 0 f,° c. > 0 4. - 0 ... kj > >oc 0 = Q >o � 90a" Q ooI° oIc-oo o o ( ► 0 c ) (-) .010 (__ ° nI �Ooc _mooIn0 - ° ) pO p° S? ._ ► p10c , r� F. 1 AK •.. 0 • D ► 0 ° d ► 0 a.1 — —, ..,. — .._.....M.... PEW ,.., a..I._....._.. — WM w .,. .........__ �. - ..� �.. --- i SOUTH GARAGE FLOOR 4: d--li� _ � _ 17 COMMERCIAL ja7a %//// 97 RESIDENT �j ° G ° /� O � OO O 4*� • O O O � O • ° • l Po '° • I • 0 ' ) • ° � r oDili _ .1 o • ie ° ,►► . •,J° ° • � ° 4O • < •Io . • ' � ; =o 0 ei = . oair ../1_ � otss.. 0 IIP 1. 1 1 1 lir ...midi 0 a! ( 1 i fie • r ) *a ir0 ..,eat , to . b 4 > • ;� • . a in MilV1,4 ° • �< b ° _ [ ° , ; v. S° . 4 or _ •o � , � I� o_� > • 111 CoQo � o ' _ ° - 0110 . o � oo ; ) ► ° ok • . ° t17 ° t Diol o ► : ) 0 ; 4 f 0 (j > 5geljo , o . 1: , 1• 7)--11 • ( to ° -c'c(i o ° ) Th • • III100 ?,_.. 3 ,,I,....Q.E.). 1°'V 41 1 d ► ° 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 Term 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: ;00554453.1 306-99052631 52983123_1 2 , EXHIBIT H Utility Capacity Confirmation and Reservation Letter 01889367-1 33 The City of Boynton Beach BOYNTON BEACH UTILITIES 124 E. Woolbright Road Boynton Beach,Florida 88485 Office:(561)742-6400 Fax: (561)742-6298 Website:www.boynton-beach.org February 17,2023 Mr. Robert Singer Time Equities, Inc. 55 Fifth Avenue, 15t Floor New York, NY 10003 RE: Town Square Dear Mr. Singer: Please accept this letter as confirmation that Boynton Beach Utilities will be the water and sewer service provider for the referenced project, sufficient treatment plant capacity exists,and potable water mains, sanitary sewer mains,wastewater lift station,and force mains are available within the project site. It is the developer's responsibility for connecting water and sewer service lines to each building. Utility capacity is reserved for the project for a period of six (6)years. 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J iA4iY i 1 7.-C4 it I °Q 1.� BOYNTON TOWN .01.•4.3 U1 SQUARE I Kimley*Horn °_: ,-::. :=7,'_:: a CI RREPARED FOR UTILITY DETAILS co HASKELL 111 EXHIBIT J Settlement Agreement 01889367-I -35- SETTLEMENT AGREEMENT AND FULL AND FINAL GENERAL RELEASE This Settlement Agreement and Full and Final General Release (the "Settlement Agreement") is entered into on this 12 day of January , 2023(the "Execution Date"), between JKM BTS Capital, LLC, a Florida limited liability company("JKM Capital"), JKM Developers, LLC, a Florida limited liability company("JKM Developers"), JKM BTS North, LLC, a Florida limited liability company ("JKM North"), JKM BTS South, LLC, a Florida limited liability company ("JKM South"), JKM BTS Central, LLC, a Florida limited liability company ("JKM Central") (collectively, "JKM Parties"), and City of Boynton Beach, Florida, a municipal corporation of the State of Florida (including its officials, offices, commission, boards, departments, and divisions, the "City") (the JKM Parties and the City are referred to each as a "Party,"and collectively as the"Parties"). RECITALS WHEREAS, the JKM Parties and City desire to forever settle and resolve the disputes and potential obligations(the"Disputes")between and among them regarding and/or arising from any conversations, agreements, potential agreements, draft agreements, complaints, and/or contracts including,but not limited to: a. Development Agreement dated March 19, 2018, between JKM Capital and City (the"Development Agreement"); b. Purchase and Sale Agreement dated March 19,2018,between JKM North and City (the"North Purchase Agreement"); c. Parking License Agreement dated March 19, 2018, between JKM North and City (the"North Parking Agreement"); d. Option Agreement dated March 19,2018,between JKM North and City(the"North Option Agreement"); e. Termination of Option Agreement dated December 18, 2018,between JKM North and City, and recorded at Official Records Book 30335 Page 0768 of the Public Records of Palm Beach County, Florida (the "North Option Termination Agreement"); f. Purchase and Sale Agreement dated March 19, 2018, between JKM Central and City(the"Central Purchase Agreement"); • g. Parking License Agreement dated March 19,2018,between JKM Central and City (the"Central Parking Agreement"); h. Purchase and Sale Agreement dated March 19,2018,between JKM South and City (the"South Purchase Agreement"); i. Parking License Agreement dated March 19, 2018, between JKM South and City (the"South Parking Agreement"); j. Option Agreement dated March 19,2018,between JKM South and City(the"South Option Agreement"); k. Termination of Option Agreement dated December 18, 2018,between JKM South and City, and recorded at Official Records Book 30335 Page 0773 of the Public Records of Palm Beach County, Florida (the "South Option Termination Agreement"); 1005+043.i 306-9905525) 1. Letter of Intent to lease/purchase the Boynton Beach Boulevard Mixed-use Land of Boynton Town Square Property,Boynton Beach,Florida from JKM Developers to City dated November 3, 2017 (the"LOP'); m. Letter Memorandum of Understanding— Parcels 1, 2, 3, and 4 of Boynton Beach Town Square from JKM North and JKM Central to City dated November 30, 2018 (the"MOU"); n. Letter from Colin D. Groff,Assistant City Manager, on behalf of the City, to JKM Capital, dated December 17, 2019, and all allegations contained or referenced therein(the"Groff Letter"); o. Temporary Parking Easement Agreement dated November 10,2020,between JKM Capital,JKM North, and City, and recorded at Official Records Book 31962 Page 1434 of the Public Records of Palm Beach County, Florida (the"North Temporary Parking Easement"); p. Temporary Parking Easement Agreement dated November 10,2020,between JKM Capital,JKM Central,and City,and recorded at Official Records Book 31962 Page 1449 of the Public Records of Palm Beach County,Florida(the"Central Temporary Parking Easement"); and, q. The Complaint for Declaratory Relief,Case No. 2020-CA-012780XXXXMB filed in Palm Beach County Circuit Court in West Palm Beach, Florida (the "Complaint")and the corresponding legal proceedings (the"Lawsuit"). For purposes of this Agreement, items (a) through (k) of the foregoing list are referred to as the "Relevant Agreements," items (1) through (n) are referred to herein as the "Related Documents,"items (o) and (p) are referred to as the"Temporary Parking Easements," and all of items (a)through(n) are referred to as the"Documents." WHEREAS, the Documents, the Complaint, and the Lawsuit relate to certain real estate now known as Parcels 2,3,and 7,Boynton Beach Town Square,according to the plat thereof as recorded in Plat Book 127,Page 1,Public Records of Palm Beach County,Florida(collectively, the"BTS Parcels"), which were sold to certain of the JKM Parties by the City pursuant to terms set forth in certain of the Documents; and WHEREAS, to avoid the costs and expenses of litigating the Disputes and the uncertain costs surrounding the Disputes,and in order to allow for the applicable parties to proceed with development of the BTS Parcels and proceed with construction of improvements thereon,the Parties desire to compromise and settle the Disputes and all other obligations between and among the Parties as set forth in this Settlement Agreement; and WHEREAS, it is the desire of the Parties to terminate any and all existing contractual or other obligations between the JKM Parties and the City and/or any of their affiliates or subsidiaries in any transactions between or among any of them;and WHEREAS, it is the desire of the Parties to resolve the Disputes and any obligations between or among them without admitting fault or otherwise acknowledging liability of any kind in connection with the Disputes,or otherwise. (00548043.1 306.9905525) 2 NOW,THEREFORE, in consideration of the recitals, covenants, general releases, and agreements contained in this Settlement Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: 1. Recitals. All of the recitals set forth above are true and correct and are hereby incorporated into this Settlement Agreement. 2. Settlement Contingent. The effectiveness of this Settlement Agreement,including the obligations to exchange the Consideration(as defined hereafter), including the payment of the Sale Payment (as defined hereafter) and the Incentive Payment (as defined hereafter), if any, is contingent upon the following conditions precedent: (a) the successful sale by one or more of the JKM Parties of the BTS Parcels (the "Sale", and the contract for such Sale,the"Contract"); (b) payment of the Sale Payment as set forth in Section 5; (c) the proposed purchaser (the "Purchaser") of the BTS Parcels pursuant to the Contract,and the City, have executed a new Development Agreement for the BTS Parcels (the"New Development Agreement")which includes(or requires via separate document) a requirement for the Purchaser to provide to the City parking spaces(which may be used by the City for City purposes or for public parking purposes) in a location and amount reasonably acceptable to the City and the Purchaser; and (d) that the Temporary Parking Easements will be assigned or replaced effective simultaneously with the effectiveness of the New Development Agreement such that there shall be no interruption in the City's ability to use the applicable parking easement areas. For avoidance of doubt, in the event the Temporary Parking Easements are to be replaced (rather than assigned) in connection with the New Development Agreement, the Temporary Parking Easements shall not be terminated until such replacement agreements are fully executed and enforceable. The date on which the last of the requirements in Paragraphs 2(a),(b),(c),and(d)above have been fulfilled shall be referred to as the"Effective Date"herein. Notwithstanding the execution of this Settlement Agreement, the Parties have not agreed to stay any proceedings under the Lawsuit and/or with respect to the Complaint, and the Parties contemplate that the Lawsuit will proceed unless and until the Effective Date has occurred or the Lawsuit has been dismissed by the City, with or without prejudice. Notwithstanding anything to the contrary in this Settlement Agreement, if at any time the Contract shall be terminated by any party thereto,the JKM Parties shall promptly advise the City of such termination in writing (the "Termination Notice"), and upon delivery of the Termination Notice, neither party shall thereafter have any further obligation under this Settlement Agreement (but the same shall not serve to negate or invalidate any representation or warranty given by any party pursuant to this Settlement Agreement). 3. Dismissal. Within five(5)business days following the Effective Date as hereafter set forth in Section 5(a), the Parties shall file a joint stipulation of dismissal with prejudice of all (00548043.1306-9905525) 3 claims pending in the Lawsuit,with each Party to bear their own fees and costs,and with the Court in which the Lawsuit is pending to retain jurisdiction to enforce the terms of this Settlement Agreement. 4. Consideration. The parties,by the terms of this Settlement Agreement,have agreed to the exchange of consideration in the form of the Sale Payment, the Incentive Payment, the agreements regarding the Terminated Agreements (as defined below) and the Terminated Obligations (as defined below), the general releases set forth in this Settlement Agreement, and the other representations, warranties, covenants and other provisions set forth in this Settlement Agreement (all of the foregoing, the "Consideration"). Each of the Parties hereto acknowledges and agrees that, as applicable, the portion of the Consideration it will receive is sufficient in exchange for the applicable portion of the Consideration it will provide to the other Parties. The Parties hereby acknowledge and agree that the exchange set forth in this Settlement Agreement reflects a mutual compromise and constitutes an exchange of valuable consideration. Each of the Parties agrees that this is a material inducement to the other Parties entering into this Settlement Agreement. 5. Settlement Payments. (a) Upon closing of the Sale of all of the BTS Parcels, the JKM Parties will cause the closing agent with respect to such Sale to pay from the closing proceeds of the Sale to the trust account of the City's attorneys,Goren Cherof Doody& Ezrol,P.A.,on behalf of and for the benefit of City, the total sum of Four Million Five Hundred Thousand Dollars and No Cents ($4,500,000.00) (the "Sale Payment") in U.S. currency via wire transfer in accordance with the wire transfer instructions to be later provided by the City. (b) As a further incentive and strictly as an accommodation to the City,the JKM Parties agree to pay to the trust account of the City's attorneys,Goren Cherof Doody&Ezrol,P.A. (the"City Attorneys"),on behalf of and for the benefit of the City, subject to the further terms of this Section 5(b), one or more payments totaling no more than One Hundred Thousand Dollars and No Cents ($100,000.00) (all such payments collectively, the "Incentive Payment") in U.S. currency via wire transfer in accordance with the wire transfer instructions to be later provided by the City. The Incentive Payment is to be used to defray the fees and costs incurred by the City from and after the Execution Date in defending that certain lawsuit styled E2L Real Estate Solutions, LLC v. City of Boynton Beach, JKM Developers, LLC, et al., Case No. 50-2022-CA- 006010 (15th Judicial Circuit in and for Palm Beach County, Florida) (the "E2L Lawsuit"). At any time after the Effective Date, the City may present to the JKM Parties a notice (each, an "Incentive Payment Notice")requesting an amount equal to the sum of the fees and costs incurred by the City between the Execution Date and the date of such Incentive Payment Notice and not previously presented for payment, and so long as the City supplies copies of law firm invoices evidencing the amount sought in such Incentive Payment Notice(which law firm invoices may be redacted by the City to protect attorney-client privileged information), the JKM Parties will pay the amount shown on such Incentive Payment Notice(or such lesser amount as would not cause the aggregate amount of all payments made by JKM Parties with respect to Incentive Payment Notices to exceed $100,000.00)to the trust account of the City Attorneys, in the manner provided for above, within fifteen (15) days of their receipt of such Incentive Payment Notice. This procedure will be repeated no more frequently than monthly after the first Incentive Payment (00548043.1 306-9905575) 4 Notice has been delivered, and the JKM Parties will continue to pay the amount requested in each subsequent Incentive Payment Notice within fifteen(15)days after receipt thereof until the earlier of(a) the aggregate amount of all payments made by the JKM Parties with respect to Incentive Payment Notices equals$100,000.00, or(b)the E2L Lawsuit has fully and finally concluded. For purposes of clarity, in no event will the JKM Parties ever be obligated to pay the City an amount greater than$100,000.00 in the aggregate under this Section 5(b),and should the E2L Lawsuit be fully and finally concluded prior to the City incurring$100,000.00 in fees and costs defending the E2L Lawsuit,the JKM Parties will only be obligated to reimburse the City for the amount actually incurred, even though such amount is less than $100,000.00. Furthermore, any attempt to deliver an Incentive Payment Notice prior to the occurrence of the Effective Date shall have no effect,and the JKM Parties shall not have any obligation to make any payment with respect to any such attempted notice. (c) The City's attorneys shall be authorized to release the Sale Payment and the Incentive Payment to City only upon the filing of the Joint Stipulation of Dismissal described in Paragraph 3 of this Settlement Agreement. (d) For the avoidance of doubt,the Sale Payment and the Incentive Payment,if any, shall only become due and payable, if ever, following satisfaction of all conditions set forth in Section 2 of this Settlement Agreement. 6. Termination of Relevant Agreements. Effective from and after the Effective Date, the Parties do hereby terminate,release,extinguish,discharge,and waive any and all present and/or continuing duties and obligations of or between the City and the JKM Parties, whether oral or in writing, if any, related to or arising from or in connection with the Relevant Agreements, the Related Documents, or otherwise (collectively, the "Terminated Agreements"). From and after the Effective Date of this Settlement Agreement,the Terminated Agreements shall have no further force and effect. 7. The Terminated Obligations. The Parties hereby agree that, with the exception of the continuing obligations set forth in this Settlement Agreement that survive after the Effective Date, effective from and after the Effective Date, all present and/or continuing duties and obligations of the City to the JKM Parties, or of the JKM Parties to the City, as applicable,under any contract or agreement they previously had or presently have with one another as of the execution of this Settlement Agreement, whether oral or in writing, if any, including, but not limited to, the Terminated Agreements (collectively, the "Terminated Obligations"), are hereby fully and forever fulfilled,extinguished,terminated,released,waived,and discharged without any further action by the Parties. 8. Temporary Parking Easements. City warrants and represents to JKM Parties that (i) the Temporary Parking Easements are not subject to any credits, charges, claims, defenses, or rights of offset or deduction of any kind or character whatsoever; and (ii)there do not exist with respect to the Temporary Parking Easements any defaults or circumstances which, with the passage of time,would constitute defaults under the terms of such Temporary Parking Easements. City releases and discharges JKM Parties from any and all claims and causes of action under the Temporary Parking Easements,whether known or unknown and whether now existing or hereafter arising,that have at any time been known,or that are hereafter known,in tort or in contract by the 10054043.1 306-99oss25 1 5 City and that arise out of any one or more circumstances or events that occurred prior to the date of this Settlement Agreement. 9. No Other Payment or Compensation Due. The Parties agree that, other than the Sale Payment, the Incentive Payment (if any), and any other Consideration to be exchanged as specifically set forth in this Settlement Agreement effective from and after the Effective Date: (i) the City,and each of its current and former elected officials in their official capacities,principals, officers, directors, members, managers, partners, shareholders, employees, parent companies, subsidiaries, affiliates, agents, enrollers, attorneys, trustees, accountants, insurers, predecessors, successors, assigns,relatives,and representatives of any kind do not owe any amounts or sums to the JKM Parties of any kind or type, including, without limitation, taxes, attorneys' fees, costs, expenses,and/or damages;and(ii)the JKM Parties,and each of their current and former principals, officers, directors, members, managers, partners, shareholders, employees, parent companies, subsidiaries, affiliates, agents, enrollers, attorneys, trustees, accountants, insurers, predecessors, successors, assigns,relatives,and representatives of any kind do not owe any amounts or sums to the City of any kind or type, including, without limitation,taxes, attorneys' fees, costs, expenses, and/or damages. 10. Tolling. The Parties agree that any statute of limitations relating to any claims against each other,including,but not limited to,any claims by either Party against the other Party for breach of the Development Agreement,shall be tolled as of the Execution Date until the earlier of(a)the Sale and the payment of the Sale Payment provided for in Section 5(a),or(b)two months after delivery of the Termination Notice; or(c) 12 months from the Execution Date. 11. General Release of the City. Effective from and after the Effective Date, in exchange for the Consideration set forth in this Settlement Agreement, each of the JKM Parties, and their current and former members, managers, officers,directors,partners, agents, employees, contractors, consultants, heirs, administrators, executors, attorneys, consultants, trustees, accountants, insurers, predecessors, successors, assigns, and representatives of any kind, if any, and for all those who may have the right to claim by, through, or under them or on their behalf in any form of derivative or representative action, shall and hereby do generally release, acquit, and forever discharge the City, jointly and individually as to each of them, together with their respective current and former elected officials, principals, officers, directors, partners, members, managers, shareholders, employees, agents, parent companies, subsidiaries, affiliates, attorneys, trustees,trusts,trustors,settlors,accountants,insurers,predecessors,successors,assigns,relatives, and representatives of any kind (collectively, the "City Released Parties"), from and against any and all liability which they now have,have had,or may have, and from all claims,demands, liens, actions, administrative proceedings, and causes of action of every kind and nature, and from all damages, injuries, losses, contributions, indemnities, compensation, obligations, costs, attorneys' fees, and expenses of every kind and nature whatsoever, whether known or unknown, fixed or contingent,direct or indirect,whether in law or in equity,whether asserted or unasserted, whether sounding in tort or in contract, whether or not related to or arising from the BTS Parcels, the Documents,the Disputes, the Terminated Agreements, the Terminated Obligations, or issues that were raised or could have been raised in the Lawsuit,including,but not limited to,causes of action for violation of any state, federal, or international statutes,rules, or regulations,including,but not limited to, the laws of Florida, conversion, breach of contract, breach of third-party beneficiary contract, prima facie tort, bad faith, fraud, intentional fraud, constructive fraud, fraudulent (00548043.I 306-9905525 6 inducement, misrepresentation, fraudulent misrepresentation, intentional misrepresentation, negligent misrepresentation, false advertising,marketing fraud, bad faith refusal to pay,bad faith refusal to investigate, an accounting, declaratory judgment, unjust enrichment, deceptive advertising and/or unfair or unlawful trade practices,failure of consideration,rescission,failure to disclose, commissions, suppression, fraudulent suppression, fraudulent concealment, concealment, conspiracy, civil conspiracy, pattern and practice, racketeering, fraudulent non- disclosure, breach of the duty of good faith and fair dealing, breach of fiduciary and trust duties, promissory estoppel, negligence, negligence per se, breach of implied contract, professional negligence, gross negligence, defamation, slander, libel, disparagement, wantonness, punitive damages, or any other tort or contract claim, any violation of any state or federal law, any claim that any of the JKM Parties were fraudulently induced to enter into this Settlement Agreement or any other claim related to any of the JKM Parties' execution of this Settlement Agreement or to the BTS Parcels, the Documents, the Disputes, the Terminated Agreements, the Terminated Obligations, and/or any understanding or agreement or interaction between the Parties, whether written or oral (the"General Release of the City"). The General Release of the City is specifically intended to include and does include claims that the JKM Parties might not now know or expect to exist in their favor as of the execution of this Settlement Agreement, even if knowledge of such claims might have otherwise materially affected the granting of this General Release of the City. The JKM Parties represent and warrant that the General Release of the City is executed and delivered by each of them based upon their respective independent analyses of the facts and circumstances. The JKM Parties specifically acknowledge that such facts might hereafter prove to be different from the facts that are known or believed to exist. The JKM Parties expressly assume the risk that any state of facts might be different from those thought to exist by such Party or Parties or that such state of facts might hereafter change. The JKM Parties agree that the terms of the General Release of the City will be binding in all respects notwithstanding any mistake of existing facts or subsequent change of facts, and this General Release of the City shall not be subject to termination or rescission by the JKM Parties for any reason whatsoever. The General Release of the City is intended to be a full release of all of the JKM Parties' claims known and unknown. NOTWITHSTANDING THE FOREGOING, nothing in this Settlement Agreement is intended to release, and nothing in this Settlement Agreement shall release, any claims which arise under the terms of this Settlement Agreement. 12. General Release of the JKM Parties. Effective from and after the Effective Date, in exchange for the consideration set forth in this Settlement Agreement, each of the City and its current and former elected officials in their official capacities, members, managers, officers, directors, partners, agents, employees, contractors, consultants, heirs, administrators, executors, attorneys, consultants, trustees, accountants, insurers, predecessors, successors, assigns, and representatives of any kind, if any, and for all those who may have the right to claim by,through, or under them or on their behalf in any form of derivative or representative action,shall and hereby do generally release, acquit, and forever discharge the JKM Parties,jointly and individually as to each of them, together with their respective current and former principals (including, without limitation, Adam P. Freedman, James S. Gielda, Jeff Johnson, Brady Hooker, and John K. Markey), officers, directors, partners, members, managers, shareholders, employees, agents, parent companies, subsidiaries, affiliates, attorneys,tconsultants, trustees, trusts, trustors, settlors, 100548043.1306-9905525 accountants, insurers,predecessors, successors,assigns, relatives, and representatives of any kind (collectively, the"JKM Released Parties"), from and against any and all liability which they now have, have had, or may have, and from all claims, demands, liens, actions, administrative proceedings,and causes of action of every kind and nature,and from all damages,injuries,losses, contributions, indemnities, compensation, obligations, costs, attorneys' fees, and expenses of every kind and nature whatsoever, whether known or unknown, fixed or contingent, direct or indirect, whether in law or in equity, whether asserted or unasserted, whether sounding in tort or in contract,whether or not related to or arising from the BTS Parcels,the Documents,the Disputes, the Terminated Agreements, the Terminated Obligations, or issues that were raised or could have been raised in the Lawsuit, including,but not limited to,causes of action for violation of any state, federal, or international statutes, rules, or regulations, including, but not limited to, the laws of Florida,conversion,breach of contract,breach of third-party beneficiary contract,prima facie tort, bad faith, fraud, intentional fraud, constructive fraud, fraudulent inducement, misrepresentation, fraudulent misrepresentation, intentional misrepresentation, negligent misrepresentation, false advertising, marketing fraud, bad faith refusal to pay, bad faith refusal to investigate, an accounting, declaratory judgment, unjust enrichment, deceptive advertising and/or unfair or unlawful trade practices, failure of consideration, rescission, failure to disclose, commissions, suppression, fraudulent suppression, fraudulent concealment, concealment, conspiracy, civil conspiracy, pattern and practice, racketeering, fraudulent non-disclosure, breach of the duty of good faith and fair dealing,breach of fiduciary and trust duties, promissory estoppel, negligence, negligence per se, breach of implied contract, professional negligence, gross negligence, defamation, slander, libel, disparagement, wantonness, punitive damages, or any other tort or contract claim, any violation of any state or federal law, any claim that the City or any of its affiliates were fraudulently induced to enter into any of the Documents,this Settlement Agreement or any other claim related to the City's execution of this Settlement Agreement, or to the BTS Parcels, the Documents, the Disputes, the Terminated Agreements, the Terminated Obligations, and/or any understanding or agreement or interaction between the Parties, whether written or oral (the"General Release of the JKM Parties"). The General Release of the JKM Parties is specifically intended to include and does include claims that the City might not now know or expect to exist in their favor as of the execution of this Settlement Agreement, even if knowledge of such claims might have otherwise materially affected the granting of this General Release of the JKM Parties. The City represents and warrants that the General Release of the JKM Parties is executed and delivered by each of them based upon their respective independent analyses of the facts and circumstances. The City specifically acknowledges that such facts might hereafter prove to be different from the facts that are known or believed to exist. The City expressly assumes the risk that any state of facts might be different from those thought to exist by such Party or Parties or that such state of facts might hereafter change. The City agrees that the terms of the General Release of the JKM Parties will be binding in all respects notwithstanding any mistake of existing facts or subsequent change of facts, and this General Release of the JKM Parties will not be subject to termination or rescission by the City for any reason whatsoever. The General Release of the JKM Parties is intended to be a full release of all claims known and unknown. NOTWITHSTANDING THE FOREGOING, nothing •in this Settlement Agreement is intended to release, and nothing in this Settlement Agreement shall release, any claims which arise under the terms of this Settlement Agreement. (00548043.1306-9905525( 8 13. Representations and Warranties by the Parties. (a) By JKM Parties. The JKM Parties hereby represent and warrant that (i) they are not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Settlement Agreement, (ii)they have been represented and advised by counsel in connection with this Settlement Agreement, which each of them has executed voluntarily and of its own choice and not under coercion or duress, (iii) they have made their own investigation of the facts and are relying upon their own knowledge and the advice of legal counsel,(iv)they have no expectation that any of the other Parties will disclose facts material to the Settlement Agreement, and (v) they knowingly waive any claim that the Settlement Agreement was induced by any misrepresentation or non-disclosure and any right to rescind or avoid the Settlement Agreement based upon presently existing facts, known or unknown. The JKM Parties agree and stipulate that the City are relying upon these representations and warranties in entering into the Settlement Agreement. (b) By City. The City hereby represents and warrants that(i)it is not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Settlement Agreement,(ii)it has been represented and advised by counsel in connection with this Settlement Agreement, which each of them has executed voluntarily and of its own choice and not under coercion or duress, (iii) it has made their own investigation of the facts and are relying upon their own knowledge and the advice of legal counsel, (iv) it has no expectation that any of the other Parties will disclose facts material to the Settlement Agreement, and (v) it knowingly waive any claim that the Settlement Agreement was induced by any misrepresentation or non-disclosure and any right to rescind or avoid the Settlement Agreement based upon presently existing facts,known or unknown. The City agrees and stipulates that JKM Parties are relying upon these representations and warranties in entering into the Settlement Agreement. 14. No Admission of Fault or Liability. This Settlement Agreement is made to settle any and all controversies, real or potential, asserted or unasserted, and claims for injuries or damages of any nature whatsoever, real or potential, asserted or unasserted, by the Parties including but not limited to those relating in any way to the BTS Parcels,the Lawsuit,the Disputes, the Documents, the Terminated Agreements, the Terminated Obligations, or to the matters described herein or therein. Neither the execution and delivery of this Settlement Agreement,nor compliance with its terms,shall constitute an admission of any fault or liability on the part of any of the Parties, or any of their respective members, managers, officers, directors, partners, agents, employees, contractors, consultants, heirs, administrators, executors, attorneys, consultants, trustees, accountants, insurers, predecessors, successors, assigns, and representatives of any kind. None of the Parties to this Settlement Agreement admit fault or liability of any sort and, in fact, all Parties expressly deny fault and liability. 15. The Parties' Covenant Not to Sue. With respect to the subject matter herein, each of the foregoing releasing Parties (each as applicable, the "Releasor"), with respect to any of the actions or causes of action,suits,claims,charges,complaints,contracts,and promises,whatsoever, in law or equity released pursuant to Paragraphs 11 or 12, as applicable (collectively, "Claims"), waives its right to file any charge or complaint nor will it accept any relief or recovery from any charge or complaint before any federal, state or local administrative agency against any of the (00549043.1 306-9905525) 9 foregoing released parties(each as applicable,the"Releasee"),except as such waiver is prohibited by statute. Each Releasor further waives all rights to file,with respect to the subject matter herein, any action before any federal, state, or local court against any Releasee. Each Releasor confirms that as of the date of this Settlement Agreement, such Releasor has brought no charge,complaint, or action in any forum or form against any Releasee, other than the Lawsuit with respect to the Complaint,which the City has covenanted to dismiss with prejudice in accordance with the terms of Section 3 of this Settlement Agreement. Except as prohibited by statute, in the event that any such Claim is filed, it shall be dismissed with prejudice upon presentation hereof, and the applicable Releasor(s)shall reimburse the applicable Releasee(s)for the costs,including attorneys' fees, of defending any such action. Each Releasor agrees not only to release each Releasee from any and all Claims which it could make on its own behalf with respect to the subject matter hereof, but also those which may be made by any other person or organization on its behalf. Each Releasor further waives any right to in any way voluntarily assist any individual or entity in commencing or prosecuting any action or proceeding with respect to the subject matter hereof, including, but not limited to,any administrative agency Claims,charges or complaints and/or any lawsuit against any Releasee,or to in any way voluntarily participate or cooperate in any such action or proceeding with respect to the subject matter hereof,except as such waiver is prohibited by statute. 16. Covenant Not to Interfere with Sale. In regard to the Sale and any associated activities or transactions,whether prior to or after the closing of such Sale,the City, either directly or indirectly, including through any of the City's elected officials, contractors, consultants, employees, agents, attorneys, or other representatives, shall not: (a) take any action, or raise any objection in any forum whatsoever,which is intended to or has the effect of terminating,delaying, postponing, invalidating, or otherwise interfering with the transactions contemplated with respect to the Sale, or (b) make any effort to contact or solicit or otherwise seek to induce any person, court,receiver,trustee,governmental or quasi-governmental agency or official,or any other party in any manner involved with or having any role or influence with respect to the Sale: (x)to breach, in whole or in part, any of its agreements with respect to the Sale; (y) not to consummate any transactions or take any actions necessary with respect to the BTS Parcels or in connection with the Sale; or (z) to otherwise interfere in any manner with respect to the BTS Parcels or the Sale. For the avoidance of doubt,the foregoing is not intended to limit the ability of the City to negotiate with any proposed buyer under the Sale upon such terms and for such conditions as the City may desire in its sole and absolute discretion. 17. Voluntary Agreement. The Parties acknowledge that they have carefully read this Settlement Agreement and understand all of its terms and furthermore acknowledge that this Settlement Agreement is executed voluntarily,without duress,and with full knowledge of its legal significance. Each Party represents and warrants that it has consulted with its legal advisors regarding the meaning, effect and advisability of this Settlement Agreement to the extent such Party has determined such consultation to be necessary or appropriate. 18. Authority to Settle and Release. As a condition precedent to any obligations or liabilities of the Parties, each of the JKM Parties expressly represents and warrants to the City Released Parties that(a)as applicable,it is the lawful owner of the BTS Parcels and/or any claims and/or any potential claims released in this Settlement Agreement; (b) it has full capacity and authority to settle, compromise, and release its claims and potential claims and to enter into this Settlement Agreement; (c)no other person or entity has acquired or has been assigned, or will in {00548043.1 306-9905525 I 10 the future acquire or have any right to assert, against any of the City Released Parties any portion of its claims or potential claims released in this Settlement Agreement;and(d)it knows of no other person or entity that intends to assert a claim by, through,under,or on behalf of any of them. As a condition precedent to any obligations or liabilities of the Parties, the City expressly represents and warrants to the JKM Released Parties that (a) it is the lawful owner of the claims and the potential claims released in this Settlement Agreement; (b) it has full capacity and authority to settle, compromise, and release its claims and potential claims and to enter into this Settlement Agreement; (c) no other person or entity has acquired or has been assigned, or will in the future acquire or have any right to assert, against any of the JKM Released Parties any portion of its claims or potential claims released in this Settlement Agreement; and (d) it knows of no other person or entity that intends to assert a claim by,through,under, or on behalf of any of them. 19. Attorney's Fees. Expenses. and Costs. (a) Disputes and Negotiation of Settlement Agreement. The Parties agree that each Party shall be solely responsible for its own respective fees, attorney's fees, expenses, and other costs incurred in connection with the Disputes and the preparation, drafting, and negotiation of this Settlement Agreement. (b) Enforcement of Settlement Agreement. In conjunction with any litigation arising out of or concerning the interpretation of or enforcement of this Settlement Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney's fees,expenses,and costs,whether incurred before,during or after trial,on appeal or in conjunction with administrative,post judgment,or bankruptcy proceedings,including attorney's fees and costs included during any appeals. 20. Remedies. The parties agree that any action taken in contravention or violation of this Settlement Agreement (including, without limitation, any act prohibited pursuant to either Section 15 or Section 16)or any other breach or violation of this Settlement Agreement will cause irreparable harm and significant injury to the other Parties,as applicable,the amount of which will be extremely difficult to determine, thus making any remedy at law or in damages inadequate. Therefore,the parties agree that any Party and/or any applicable affiliate(s) shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach by any other Party of this Settlement Agreement and for any other relief deemed appropriate,and any Party seeking such an order will not be obligated to post bond or other security in seeking such relief. This right shall be in addition to any other remedy available to the Party seeking such order or relief, whether in law or equity. Notwithstanding the foregoing, nothing in this Settlement Agreement shall be considered a waiver of the City's rights of sovereign immunity. 21. Governing Law. This Settlement Agreement shall be governed by and construed according to the laws of the state of Florida. 22. Venue. With respect to any suit,action or proceeding relating to a dispute regarding enforcement of the terms of this Settlement Agreement("Actions"),each party to this Settlement Agreement irrevocably submits to the exclusive jurisdiction of the state and federal courts located in or presiding over Palm Beach County, Florida, and each party to this Settlement Agreement hereby waives any objection which it may have at any time to the laying of venue of any Actions 0014043.1306-9905525) 11 brought in any such court,waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object with respect to such Action that such court does not have jurisdiction over such party. 23. Reliance on Representations. Each Party hereby warrants, represents, and agrees that each Party is relying upon only the representations and warranties contained in this Settlement Agreement in entering into this Settlement Agreement and that no other representations have been made by anyone upon which they are relying in executing this Settlement Agreement. All of the covenants,representations,and warranties set forth in this Settlement Agreement shall survive the execution of this Settlement Agreement indefinitely. 24. Further Assurances. The Parties shall execute, acknowledge, deliver, or cause to be executed, acknowledged, or delivered, all further documents as shall be reasonably necessary or convenient to carry out the provisions of this Settlement Agreement. 25. Entire Agreement and Integration Clause. This Settlement Agreement contains all agreements and understandings of any sort or character between the Parties concerning the subject matter of the Settlement Agreement and any other dealings between the Parties and supersedes all prior negotiations, discussions, or agreements of any sort whatsoever, whether oral or written, relating to the BTS Parcels, the Lawsuit, the Disputes, the Documents, the Terminated Agreements, the Terminated Obligations, or any claims that might ever be made by one Party against any opposing Party. There are no representations, agreements, or inducements, except as set forth expressly and specifically in this Settlement Agreement. THERE ARE NO UNWRITTEN OR ORAL UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS OF ANY SORT WHATSOEVER, IT BEING STIPULATED THAT THE RIGHTS OF THE PARTIES HERETO AGAINST ANY OPPOSING PARTY HERETO SHALL BE GOVERNED EXCLUSIVELY BY THIS SETTLEMENT AGREEMENT. 26. Severability. If any provision hereof is invalid or unenforceable,then,to the fullest extent permitted by law,the other provisions hereof shall remain in full force and effect and there shall be deemed substituted for the provision at issue a valid, legal, and enforceable provision as similar as possible to the provision at issue in order to carry out the intentions of the Parties hereto as nearly as may be possible. 27. Notices. Any notice, request, instruction, or other document or communication required or permitted to be given under this Settlement Agreement shall be in writing and shall be deemed given(i)upon receipt if delivered in person or by a messenger or courier service;(ii)upon being transmitted by confirmed facsimile or other wire transmission; or(iii) three business days after being deposited in the U.S. mail, certified or registered, return receipt requested, postage prepaid, addressed as follows: {00548043.1 306.9905525 f 12 or to such other address or addresses as may be specified in writing from time to time by any Party to the other Parties. 28. Amendments in Writing. This Settlement Agreement may only be amended or modified by a written instrument that has been executed by the Party sought to be charged with such amendment,modification,or waiver. No waiver of any breach of this Settlement Agreement shall be construed as an implied amendment or agreement to amend or modify any provision of this Settlement Agreement. 29. Non Waiver. The failure by any of the Parties to enforce at any time, or for any period of time, any one or more of the terms or conditions of this Settlement Agreement, or a course of dealing between the Parties, shall not be a waiver of such terms or conditions or of such Party's right thereafter to enforce each and every term and condition of this Settlement Agreement. 30. Consultation with Attorneys. (a) JKM Parties. Each of the JKM Parties understands and acknowledges that this Settlement Agreement contains a General Release of the City of any and all claims that any of the JKM Parties may have against the City Released Parties, and each of the JKM Parties understands and acknowledges that it has had the opportunity to retain independent counsel to represent it in connection with its consideration of such release and of this Settlement Agreement and has done so. (b) City. The City understands and acknowledges that this Settlement Agreement contains a General Release of the JKM Parties of any and all claims that the City may have against the JKM Released Parties, and the City understands and acknowledges that it has had the opportunity to retain independent counsel to represent it in connection with its consideration of such release and of this Settlement Agreement and has done so. (c) Investigation by Parties. The Parties represent and warrant that each of them has undertaken its own investigation of the facts and is relying solely upon its own knowledge and the advice of counsel. (d) Stipulation. The Parties further represent and warrant to each other that they have each consulted with independent counsel and other advisors with respect to the preparation, negotiation, and execution of this Settlement Agreement to the extent they deemed such consultation necessary or appropriate, and have been provided with a reasonable period of time to consider and execute this Settlement Agreement. The Parties, therefore, stipulate and agree that this Settlement Agreement shall not be construed against any Party as the drafter thereof. 31. Joint Drafting. The Parties agree that they have jointly participated in the drafting and preparation of this Settlement Agreement,and that the language in this Settlement Agreement shall be construed according to its fair meaning and not strictly for or against any Party. All provisions of this Settlement Agreement have been negotiated by the Parties at arms' length, and no Party shall be deemed the scrivener of this Settlement Agreement. The Parties agree and direct that the rule of contract construction providing that ambiguous contract terms should be interpreted against the drafting party shall not apply nor be applied to this Settlement Agreements. (0054a043.I 306-9905525) 13 32. Construction. Words in this Settlement Agreement of the male, female, or neuter gender shall be construed to include any other gender where appropriate. Words used in this Settlement Agreement that are either singular or plural shall be construed to include the other where appropriate. 33. Headings. Headings are for convenience only and shall not limit, expand, affect, or alter the meaning of any text. 34. Multiple Counterparts. This Settlement Agreement may be signed in multiple counterparts and,when each Party has signed a counterpart hereof,each such counterpart shall be a binding and enforceable agreement as an original. 35. Facsimile Signatures. This Settlement Agreement may be executed by electronic signature, or by facsimile or other electronically transmitted signature, and such facsimile signatures will be deemed to be as valid as an original signature whether or not confirmed by delivering the original signatures in person, by courier or by mail, although it is the Parties' intentions to exchange original signatures. 36. Exhibits. All Exhibits to this Settlement Agreement are expressly incorporated herein by reference. 37. Binding on Successors and Assigns. This Settlement Agreement and each exhibit hereto shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns, and is enforceable against them in accordance with its terms. Notwithstanding the foregoing, no Party hereto may assign any of its rights or obligations hereunder without the written consent of all of the other Parties. EACH OF THE UNDERSIGNED HAS CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND FULL AND FINAL GENERAL RELEASE,KNOWS THE CONTENTS THEREOF, AND SIGNS THE SAME AS ITS OWN FREE ACT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] (00548043.1 306-9905525) 14 IN WITNESS WHEREOF, I have hereunto set my hand and seal this lv 71 day of , 2023. CITY OF BOYNTON BEACH / %- TY P STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of sf physical presence or o online notarization this to 7* day of.%i¢/Va4e1/ ,2023,by Ty Penserga as Mayor of the CITY OF BOYNTON BEACH. He/She personally appeared before me, is personally known to me or produced as identification. NOT:RY / 4fií /- � /dL / is . re 4 ti uJ,¢ Js011i r ions ted N. e eadeowsibiariNgsint"; Notary Public, State of F4 - My Commission Expires: #1/,7 .2 Notary Seal: (00548043.1306-9905525) 15 4 IN WITNESS WHEREOF,I have hereunto set my hand and seal this 12- day of January, 2023. JKM BTS CENTRAL, LLC, a Florida limited liability company By: JKM BTS CAPITAL, LLC, a Florida limited liability company, its Manager By. WP.-arkey, Manager STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of® physical presence or ❑ online notarization this t2 day of January, 2023, by John K. Markey, as Manager of JKM BTS CAPITAL, LLC,a Florida limited liability company,the Manager of JKM BTS CNTRAL LLC, a Florida limited liability company. He personally appeared before me,i personally known to me, or produced as identification. NOTARY' I 't/til/L. Si:. • 1 L / 6 it Printed Name Notary Public, State of L My Commission Expires: 6/1212026 Notary Seal: Notary Public Stale of Florida A Jeff l Johnson ' My Commission 1 IIII Exp.6/12/2026 IN WITNESS WHEREOF,I have hereunto set my hand and seal this t2 day of January, 2023. JKM BTS SOUTH,LLC, a Florida limited liability company By: JKM BTS CAPITAL, LLC, a Florida limited liability company, its Manager By: 'Air J• r . Markey, Manager T SATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of❑x physical presence or ❑ online notarization this t'. day of January, 2023, by John K. Markey, as Manager of JKM BTS CAPITAL, LLC, a Florida limited liability company, the Manager of JKM BTS OUIJA LLC, a Florida limited liability company. He personally appeared before me, i ersonally known tome, or produced as identification. N I TARP' CrAnno— Si.tdiatli 1- Ic'i t, 3Ohn5tor Printed Name Notary Public, State of R- My Commission Expires: 6l t1f.c7Lb Notary Seal: 4 Notary Public State of Florida l 4 AL Jeff L Johnson I men= my HH 26 757ion Exp.6/12/2026 I IN WITNESS WHEREOF, I have hereunto set my hand and seal this a day of January, 2023. JKM BTS NORTH, LLC, a Florida limited liability company By: JKM BTS CAPITAL, LLC, a Florida limited liability company, its Manager By:L. _ Jo frarkey!' eager STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of® physical presence or O online notarization this 12 day of January, 2023, by John K. Markey, as Manager of JKM BTS CAPITAL, LLC, a Florida limited liability company, the Manager of JKM BTS NORTH LLC, a Florida limited liability company. He personally appeared before me ' ersonally known to me, or produced as identification. NOTARY. it L iohrlsor Printed Name Notary Public, State of ft. My Commission Expires: 4/12/2026 Notary Seal: Notary Public State of Florida 1 l Jett L Johnson ' My Commission et. lff HH 261757 Exp. 6/12/2026 IN WITNESS WHEREOF,I have hereunto set my hand and seal this 12. day of January, 2023. JKM DEVELOPERS, LLC, a Florida limited liability company By: / J• .r . ar ey, Manager STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of El physical presence or O online notarization this 12. day of January, 2023, by John K. Markey, as Manager of JKM DEVELOPERS, LLC, a Florida limited liability company. He personally appeared before me, is personally known to mi)or produced as identification. N O ARY: &IIAAA Si:i.t t L. Jo fSOr Printed Name Notary Public, State of My Commission Expires: 6/12'2026 Notary Seal: A Notary Publit JohnsSlaonte of Florida Jeff L ""'1111 MHH2617571on Exp. 6/12/2026 • IN WITNESS WHEREOF,I have hereunto set my hand and seal this I2 day of January, 2023. JKM BTS CAPITAL,LLC, a Florida limited liability company By: ii L Jo arkey, Manager STATE OF FLORIDA COUNTY OF PALM BEACH 1 The foregoing instrument was acknowledged before me by means of E physical presence or ❑ online notarization this IZ day of January, 2023, by John K. Markey, as Manager of JKM BTS CAPITAL, LLC, a Florida limited liability company. He personally appeared before me, is sonsy known tom or produced as identification. NIT• RY• , 1 g Si:ra, I)- Je4 1. J01111601/1 Printed Name Notary Public, State of 1L My Commission Expires: 6/12120212 Notary Seal: Notary Public Stale of Florida • Jeff L Johnson My Commission 1111 HH 261757 Exp. 6/12/2026 ASSIGNMENT OF DEVELOPMENT AGREEMENT This Assignment of Development Agreement(this"Assignment") is made and entered into as of April b , 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 Developer under that certain Development Agreement with City of Boynton Beach, Florida, as "City" thereunder and an Effective Date of the date of recording such Development Agreement in the Public Records of Palm Beach County,Florida,(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 54086275v2 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 liab li company By: Name: Robert 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 h � / By: Name: Robert Kantor Title: Manager of each of the above entities 33874.0005 54086275v2