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Agenda 12-15-05 If any person decides to appeal any decision made by the Board with respect to any matter considered at this meeting, he will need a record of the proceedings, and that, for such purpose, he may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. CRA Board Meeting Thursday, December 15,2005 City Commission Chambers 6:30 P.M, I. Call to Order ". Roll Call III. Agenda Approval: A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda IV. Public Comments: (Note: comments are limited to 3 minutes in duration, and will be responded to at the next board meeting): V. Consent Agenda: A. Approval of the Minutes for the CRA Board Meeting-November 8, 2005 B. Approval of the Minutes for the Continuation of the CRA Board Meeting of November 8, 2005 and the CRA Workshop of November 17, 2005 C. Consideration of Purchasing a CRA Table for the Rescheduled Chamber Dinner Dance for January 20, 2006 D. Consideration of the Extension of the Web Site Management Contract with Jack of Arts through February 28, 2005 E. Monthly Report to the Board F. Approval for Payment of the Old High School RFP Issuance VI. Old Business: A. Review and direct the 4th Street Upgrades to Implement Construction Design B. Recommendations for Implementation of the HR Study as a result of the November 17, 2005 Workshop C. Consideration of Purchase Agreement between CRA and Victor Scarpulla for property located in HOB Phase I D. Consideration of Purchase Agreement between CRA and Cedrick Edwards for property located in HOB Phase I E. Consideration of Additional Scope of Services to be provided by the Chesapeake Group, Inc. F. Consideration of Purchase Agreement between CRA and Lythia Thomas for property located in HOB Phase 1 VII. New Business: A. Consideration of Housing Needs Assessment Regarding Affordable Housing and a Feasibility Analysis B Affordable Housing Workshop C. Marina Purchase Agreement VIII. Other A. Project Preview - Ocean One IX. Comments by Board Members X. Comments by Board Attorney XI. Comments by Staff XII. Future Project Preview A. Sunshine Square XIII. Adjournment MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY HELD IN COMMISSION CHAMBERS, CITY HALL, BOYNTON BEACH, FLORIDA, ON TUESDAY, NOVEMBER 8,2005 AT 6:30 P.M. Present: Jeanne Heavilin, Chairperson Henderson Tillman, Vice Chair James Barretta Alexander DeMarco Don Fenton Marie Horenburger Steve Myott Ken Spillias, Board Attorney Lisa Bright, Assistant Director I. Call to Order Chairperson Heavilin called the meeting to order at 6:30 p.m. She recognized the presence in the audience of Mayor Taylor and his wife, Vice Mayor McCray, and Commissioners Ensler and McKoy. II. Roll Call The Recording Secretary called the roll and declared that a quorum was present. III. Agenda Approval A. Additions, Deletions, Corrections to the Agenda There were no additions, deletions, or corrections to the agenda. Motion Mr. DeMarco moved to accept the agenda as presented. Mr. Myott seconded the motion that passed 7-0. IV. Consent Agenda Chair Heavilin asked if any items were to be pulled from the Consent Agenda. Mr. Barretta indicated he wished to pull all items except the Approval of the CRA Board Meeting 2006 Calendar (G). A. Approval of Minutes for the September 22, 2005 Workshop B. Approval of Minutes for the CRA Board Meeting October 11, 2005 C. Approval of reimbursement in the amount of $1,739.00 for the SEBOF Self-Assembly group appraisal under their Assembly and Redevelopment Incentive Grant D. Approval of reimbursement in the amount of $964.61 for legal fees for the Boynton Beach Railroad Self-Assembly group under their Assembly and Redevelopment Incentive Grant E. Approval of reimbursement for the Fac;ade Grant to Ocean Chiropractic in the amount of $15,000 F. Approval of minor amendments to the Direct Incentive Program G. Approval of the CRA Board Meeting 2006 Calendar Motion Mr. Barretta moved to approve the Consent Agenda as amended. Mr. DeMarco seconded the motion that passed 7-0. Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 Daniel Spotts, Miami Aqua Culture, Inc., thanked the Board for putting this off a month to clarify the issues involved. Mr. DeMarco asked Mr. Spotts if he had asked FEC about this since the last meeting. Mr. Spotts had not entered any new requests, but as of the last meeting, they had said they owned the right-of-way, but not the land. Also, FEC had declined to attend any of the meetings. Chair Heavilin opened the floor for the public to speak on this item, and closed it when no one came forward. Motion Vice Chair Tillman moved to approve the request for abandonment at 805 North Federal Highway for Daniel Spotts (ABAN 05-007). Mr. Barretta seconded the motion that passed 7-0. B. Land Use Plan Amendment Ms. Horenburger announced that she was recusing herself from participation in the Estancia items. She had no personal interest in the project but had a client who did. Ms. Horenburger duly completed a Voting Conflict form and gave it to the Recording Secretary. Attorney Spillias asked Board members to reveal any ex-parte communications they may have had with anyone regarding any of the items being considered under public hearings. None were declared. Attorney Spillias explained the procedures and requirements involved in quasi-judicial proceedings. He then swore in all who planned to speak during public hearing. 1. Project: Agent: Owner: Location: Estancia @ Boynton Beach (LUAR 05-009) Carlos Ballbe, Keith & Ballbe, Inc. HHC Boynton, LLC 3010 South Federal Highway (east side of Federal Highway, approximately 300 feet south of the intersection of Federal Highway and Old Dixie Highway Request to amend the Comprehensive Plan Future Land Use Map from High Density Residential (HDR) and Low Density Residential (lOR) to Special High Density Residential (SHDR); and Description: C. Rezoning 1) Project: Description: Estancia @ Boynton Beach (LUAR 05-009) Request to rezone from Planned Unit Development (PUD) and R-1-M Single Family Residential to Infill Planned Unit Development (IPUD). Dick Hudson, Sr. Planner, presented this item on behalf of Planning & Zoning staff. Mr. Hudson explained that this project was located on the former site of the Sun Wah restaurant. The previous applicant was Dakota Lofts, whose application was approved for a land use amendment and rezoning on February 19, 2001. At that time, the highest density that could be requested in this area was 10.8 du/ac and development regulations for the IPUD zoning district had not been approved. The property has languished in an undeveloped state since that approval. The staff report mentions a condominium 3 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 proposed project to be more aesthetically pleasing to those residents who had to look at it and the developer agreed to put awnings on the south side. Mr. Barretta asked Mr. Johnson to elaborate on Condition of Approval #36 recommending enhancing the south fa<;ade of the southernmost building proposed along Federal Highway. He explained that the south- facing fa<;ade was a focal point for the City and needed to be enhanced. Mr. Barretta thought the applicant had been aware of this comment and wondered whether the applicant had responded to the comment with an elevation to show the board what it would look like. He hoped the board was not being asked to approve something without knowing what it would look like. Chair Heavilin asked to have the applicant and the CRA Planner make their presentations because Mr. Barretta might find his question answered during their comments. Vivian Brooks, CRA Planning Director, stated she had reviewed the plan for Estancia and recommended approval. The conditions CRA staff applied were to 1) incorporate on-street parking on South Federal Highway, since the project only had four surplus parking spaces, and 2) underground the overhead utilities on South Federal Highway. She had met with the developer the day before and they had agreed to pursue on-street parking with FDOT and the utilities request. Mr. Myott inquired whether the project would have gates along the side fronting on South Federal Highway. He did not see them on the drawings and without them, the project would be much too "open." The developer responded that there were gates but they were not shown on the particular elevation that was shown during this meeting. Carlos Ballbe, 4401 West Tradewinds Avenue, Lauderdale-by-the-Sea, appeared representing HHC of Boynton, the new owners of the former Dakota Lofts project. He was proud of the work done by the developers in meeting with the neighbors and coming up with a plan that met all the conditions of approval given to the Dakota Lofts project. He introduced his team of consultants to answer specific questions. A PowerPoint presentation was shown for the project and the board asked questions. The project architect stated the theme of the project was to have a courtyard feeling with townhouses as opposed to a condo look. Gate and wall details were not shown but they did have a detailed blowup of the gates in the architectural drawings. There is a main gate made of iron between the units and individual gates with pilasters in front of them. Mr. Barretta asked if the elevations satisfied staff and Mr. Johnson said he would have to evaluate them. Mr. Barretta wanted the board to know what it was approving, saying the board had asked staff not to have open-ended design items. He felt if staff made open-ended comments, they should ask the petitioner to bring drawings that satisfied those comments, review the drawings and let the board know whether they were satisfied or not. The board is supposed to approve the aesthetics of the project but it was not clear what they were actually approving. Mr. Barretta was satisfied with the embellishments the applicant suggested for the southern end of the building, but if he approved it, he would expect the final result to look like that. Mr. Fenton confirmed with the applicant that the turning ratio for fire trucks issue had been resolved. Mr. DeMarco inquired about parking and Mr. Ballbe responded they had eight spaces for guests on site. The landscape architect discussed the plant material planned for the proposed project. Mr. Myott asked the applicant's plans for watering the landscaping. Mr. Ballbe said due to the potential of salt-water intrusion into the water supply, the City Utility Department preferred those living east of U.S. 1 to use other than non-City water jf possible. They had not been able to find water at 40 to 60 feet yet but were 5 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 Chair Heavilin asked if Mr. Barretta wanted to include the comment about awnings, but Mr. Barretta did not wish to include it. The motion passed 6-0. Ms. Horenburger returned to the dais. VII. Pulled Consent Agenda Items A. Approval of Minutes for the September 22, 2005 Workshop On page 8, Mr. Barretta wanted to delete the second sentence in the third paragraph from the bottom and replace it as follows: There should be no blank walls in excess of 20' x 10' without windows. On page 9, Mr. Barretta wanted to add, "Mr. Rumpf confirmed this' following the statement about sidewalks not having to be paved. On the same page, fifth paragraph from the bottom, "but staff is flexible" should be replaced with "the gUidelines are flexible. " On page 12, third paragraph from the bottom, the words "45' step back" should be deleted. The intent was to provide a 5 or 10-foot setback at heights of 45 feet. On page 15, second paragraph, insert the words "for example" after INCA. On page 15, third paragraph, delete words "have worked" and replace with" will work." On page 15, fourth paragraph, "this proposal versus the current zoning" should read instead, "their current proposal versus the current zoning. "In the same paragraph, "Mr. Hutchinson said he would work with City staff on this" should be replaced with "Mr. Hutchinson said he would have eRA staff prepare the document/data. " On page 16, Map #6, MU-L! should be MU-Ll. On page 18, third paragraph from the bottom, strike the words "or R- 3. On page 19, third paragraph from the bottom, sentence ending in mixed use should be "mixed-use low." In the next paragraph on page 19, a reference is made to a consultant reviewing the current height limit in M-1 zoning districts. Mr. Barretta did not recall such a comment and did not know who that consultant might be. Mike Rumpf, Planning & Zoning Director, stated that they had preliminary comments and recommendations from the consultant regarding the M-1 zoning district and building heights. Mr. Barretta asked jf the consultant should, then, be identified by name. Ms. Horenburger stated, "Not if you didn't then; it would be changing the record." On page 20, the last paragraph prior to Adjournment, add "meaning density" after the word people. Ms. Horenburger said that if this was not what he said, the record should not be changed. Attorney Spillias agreed. Mr. Barretta stated he was recommending the changes. He spoke at length at the meeting on density and a lot of it was stricken. He felt if the members listened to the tape, they would agree adding "meaning density" was appropriate to what he said at that meeting. Mr. Barretta asked if the board wanted to listen to the tape, but Chair Heavilin thought that would not be necessary. 7 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 E. Approval of reimbursement for the Fa<;ade Grant to Ocean Chiropractic in the amount of $15.000. Ms. Brooks indicated Ocean Chiropractic had completed a major overhaul of an older building on Boynton Beach Boulevard and had done a very nice job. Staff recommended approval. Mr. Barretta was concerned that the Certificate of Occupancy named the contractor as Paradise Development LLC, but all the checks were written to Tucker Design Build. To approve payment, the board needed to know what the money was spent on. Checks without accompanying invoices were not satisfactory. Ms. Brooks responded when application is made, proposals are included from the various contractors on the job. This information was in the original grant package that was approved by the board. The information is also in the grant file at the CRA office. Mr. DeMarco was concerned also and expressed his intent to come by the CRA office to look at the grant file. Chair Heavilin expressed confidence in the job staff performs before the reimbursement requests are brought to the board for approval. Motion Vice Chair Tillman moved approval of the reimbursement of the Fac;ade Grant to Ocean Chiropractic. Ms. Horenburger seconded the motion that passed 7-0. F. Approval of minor amendments to the Direct Incentive Program. Ms. Brooks recommended some minor changes to this program. It was originally designed to mold development behavior, but the results had not always been to the liking of the CRA, especially in regard to affordable housing and design. The suggested recommendations included a request to submit a development pro forma in the original application package. The burden of proof is on the applicant to show that the project could not be developed with the desired publiC amenities without subsidy. Motion Mr. Barretta moved approval of the suggested amendments to the Direct Incentive Program. Ms. Horenburger seconded the motion. Chair Heavilin commented the requirement for affordable units to be identified on a site plan with percentages of affordability levels (80%, 100%), along with the price of each affordable unit, was possibly premature. She did not think that developers were doing that at this stage. Ms. Brooks responded this would tell the CRA how the developer planned to move the units. They had seen problems with current projects where the affordable units were not being advertised or marketed and this is not satisfactory. The answer could be a simple statement from the developer, "We plan to work with the local Community Development Corporation to get qualified buyers." Ms. Brooks will be recommending that developers who have T.LF. agreements with the CRA work with the CDCs to get qualified buyers. Ms. Horenburger asked who was not performing and Ms. Brooks responded, The Promenade. There are a number of units in that development per the T.LF. agreement that are to be sold at a certain price. People have called and nobody at the sales office knows anything about those units. Attorney Spillias pointed out a modification that should be made to item one on the agenda request form for this item, item 1. After the words, "shall terminate this Agreement," add "it shall be of no further force and effect." Chair Heavilin said there was quite a discussion when the Incentive Agreement was initiated about the idea of having developers submit a pro forma statement and she sought Ms. Brooks' opinion on this. Ms. Brooks responded she had never seen the government give money for development without a development pro forma. 9 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 Ms. Horenburger stated another observation was made under Class C travel reimbursements required to be reported on a W-2 form. She asked how the board would know if these were being done properly. Ms. Dufresne remarked there should have been a payroll item reflecting those reimbursements as a taxable event to Mr. Hutchinson. They did not find any evidence that this occurred. Mr. Fenton asked whether Ms. Dufresne had asked the previous controller why this was not done. Ms. Dufresne did not because she was not employed during the term of the audit. The only thing Ms. Dufresne asked the former controller was whether she recalled writing the note about the prescription versus the camera because there were no initials and she wanted to be sure who had written the notes. Ms. Horenburger questioned the auditor's observations under Purchasing Policy requiring three verbal quotes for all purchases in the amount of $50 to $1,999, three written quotes for purchases in the amount of $2,000 to $9,999, and a formal bid process for purchases over $10,000. The draft mentioned the documentation provided did not support that the CRA was consistently adhering to the purchasing policy. She asked how many instances of this Ms. Dufresne had observed and whether she had any data on it. Ms. Dufresne stated they had tested 24 purchases and approximately 80% of them had not followed the purchasing policy. Ms. Horenburger inquired about journal entries from the draft report. Ms. Dufresne stated journal entries that do not go through a prescribed approval process create a climate where fraudulent transactions can occur. While observations in regard to this did not violate written policies and CRA procedures, the steps in correct journal entries would reduce the risk of fraud and were highly recommended. Ms. Horenburger commented on the portion of the draft report stating Ms. Dufresne's firm had not conducted an actual audit, but an analysis of the CRA's agreed upon poliCies and procedures. Ms. Horenburger wanted to see the board ask for an actual audit, the objective of which would be to obtain an opinion and further, to do a forensic audit. This audit only covered the period from October of 2004 through May of 2005 and she wanted to see an audit that went further back. Ms. Dufresne clarified that an agreed upon procedures report is what could be prepared in respect to a forensic investigation. There was not really an audit opinion that could be attached to a forensic investigation, because in a forensic investigation, they could not conclude that they found all instances. They could not provide an opinion on that. All they could do was point out the deficiencies they found. However, with respect to a financial statement audit, they would be giving an opinion that the financial statements present in all material respects, fairly, the financial position. The report provided was the type of report that attaches to a forensic investigation. Ms. Horenburger believed the draft report was telling the board of regular and egregious violations of the CRA's policies by the person who recommended the policies to the board and the board subsequently adopted. In regard to the comments in the newspaper about this being "nickel and dime" stuff, the nickels and dimes the CRA board deals with are taxpayers nickels and dimes and they did not like the CRA to casually spend its money. She was very upset about the report. Chair Heavilin said the report was a good tool and pointed out some areas of potential concern. She did not believe it was as serious as was just stated. It could be, but that is the reason they asked to address the concerns before they became any more serious. Mr. Barretta asked for the status of Mr. Reardon's mitigation plan. Mr. Reardon responded the mitigation plan was started; however, he was reluctant to pursue it until the board had seen the auditor's observations. With the new software, no purchase will occur without a purchase order. Each individual department head has been given a copy of the purchasing policy. In the future, if there is no purchase order, there is no purchase. If there is no bid, there is no purchase order. He or his staff will control the purchase orders. They have a policy against which to measure each 11 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 $280K but committed to the CRA's request for 10 units at $280K, which is Palm Beach County's new definition of affordable housing. This is significantly lower than any other project coming before the CRA at this time. The total impact to the CRA over ten years is $1.6M. Ms. Brooks recommended approval of the incentive. Ms. Brooks believed the developer truly needed the incentives. The CRA required the developer to have a standing seam metal roof per HOB schematics and this one item added $750K to the cost of the project. Ms. Brooks was not certain whether the $280K price point would hold in light of subsequent market conditions due to the hurricane and other issues. If the CRA moves forward with the project, the developer agreed to keep ten units at $280K and no higher, regardless of the market. The $350K for the demolition has already been expended. Mr. Myott suggested exploring the idea of trading forgiveness of the $350K demolition lien for ongoing homeowner association dues assistance. The T.I.F. over ten years is meant to cover the affordability aspect of the project. Mr. Barretta wanted assurances there were affordable units for a period of ten years. Ms. Brooks said when the agreement was drafted, she would recommend an actual lien against the affordable units to guarantee affordability. This would go away over time for the owner. Typically, this type of lien goes down the longer people stay. Sometimes it is ten, fifteen, or twenty years. This would be negotiated and brought back to the board for discussion and approval. Mr. Barretta asked Ms. Brooks if she had reviewed a marketing plan for the ten units, and she responded that she had not. Mr. Finkelstein (the applicant) had indicated that he had reservations for all the units. Mr. Fenton understood that the developer would not be able to "Aip" the ten units. Ms. Brooks will request in the T.I.F. agreement that the H.U.D. closing statements are submitted to the CRA so the CRA would have proof the affordable units had sold at that price. Also, the CRA would lien the property to prevent "flipping." The ultimate protection was if the developer did not produce, the CRA would not have to pay the money. The people could realize equity growth, but not flip their unit and take the CRA's money to make money from public dollars. Mr. Myott felt time was of the essence on this project. The terms of forfeiture of the T.I.F. would need to be included in the agreement. Ms. Brooks felt that having the T.I.F. money "floating out there" for several years would make budgeting difficult. She felt the T.I.F. had to be for a time certain. Also, major site plan modifications would bring it back to the board for total review. Mr. Myott felt that expiration of the site plan would be sensitive also. Mr. Barretta asked what would prevent the developer from selling ten units at $280K and then selling the remainder at $380K. Ms. Brooks replied, nothing. Mr. Barretta asked why would/should the CRA give up the $350K lien spent by the CRA to demolish Boynton Terrace. It was anticipated at the time that the money would be recouped. Ms. Brooks commented that what the CRA wanted to attract in the Heart of Boynton was economic parity. Mr. Barretta suggested putting a cap on the sales price, and Ms. Brooks did not think that would be appropriate. The CRA had never done this and wanted to have economic diversity throughout the City. Mr. Barretta had a hard time giving up the $350K that had been earmarked for other things. Vice Chair Tillman agreed with Mr. Barretta's concern unless the $350K was tied into the actual reduction. He was envisioning T.I.F. over ten years with $350K at the end of it. If that was the case, he wanted to see an additional reduction on cost and maybe even take that $350K and do some sort of maintenance package for X amount of years. He was not comfortable with just giving away the $350K. Vice Chair Tillman said since there was a proposal before the board and since the board did control the $350K, he wanted to see the eRA maximize every effort to get the type of product it wanted and sustain it with the $350K. 13 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 housing project. There was a whole program involved with different points and it was based on the entire package. The money was actually going to offset some significant upgrades the developer was required to do, but did not feel were necessary to market the project in this area. The metal roof alone was three times more expensive than a Fiberglas shingle roof, which would be more than adequate. The entire area has Fiberglas shingle roof except some commercial projects. The developer had added the roof, bumpouts on the front, garages for all, entry upgrades, and a whole list of items the CRA would be getting in exchange for the incentives, not just 10 units of affordable housing. With reservations for all of the units and over 200 telephone calls, it was difficult for Mr. Barretta to believe that human nature would not take over at some point when the developer would charge more for the units, just because he could. He asked for some kind of assurance this would not happen. Mr. Finkelstein said the CRA's program did not ask for that. Mr. Barretta responded the program did not ask the CRA to remove liens either. Since the developer was asking for incentives over and above the program, he wanted assurances the developer was not going to be enriched by raising the price of the units. Mr. Finkelstein felt the majority of people would need a lot of help and assistance to qualify to get into the units. Vice Chair Tillman wanted to see staff get together with the developer to work out a concrete mechanism by which they could reach agreement on this point. Attorney Spillias declared if the board were going to consider the resolution at this meeting, he was going to suggest changes. The changes were going to indicate they were not approving the monies specifically tonight. What they would be authorizing the attorney and the director to do was to negotiate a Direct Incentive Funding Agreement with the applicant to be brought back to the board for final approval. Using the Promenade Agreement as a template, the application would be made a part of the Agreement and, therefore, the commitments made in the application would be commitments that ultimately become binding commitments in the agreement. There were also mechanisms set forth in that Agreement for binding the units that are treated as affordable units to be affordable for a particular period of time. If the board wanted to move it forward but were not ready to specifically approve the Grant, they could work from the numbers. It had been scored, and if the board preliminarily accepted the scoring mechanism for purposes of negotiating an agreement, it could direct the Attorney and Director to negotiate an agreement they could bring back to the board with a staff recommendation. This could help move the project forward without making a determinative decision tonight. Mr. Myott said this was much different from the Promenade because in this type of development -- a neighborhood the CRA was trying to improve, there had to be limitations on absentee ownership and a strong effort to get residents in those units. He told Mr. Finkelstein it was a good-looking project and one he thought would be of huge benefit to the Heart of Boynton. There could be some more urban planning type information to see how it related to the neighborhood and what made it appropriate and the right thing for the first big project in the Heart of Boynton. He supported I,t but he did not want it to repeat the mistakes of other developers. D.R. Horton's advertising, for example, really limits what investors are allowed to do and that people have to occupy the units. Ms. Horenburger asked Mr. Finkelstein if the upgrades came anywhere close to $1.6M and Mr. Finkelstein responded, "absolutely." The roof alone came to $750K. Mr. Finkelstein said they had no objection to working out some of the details and their goal was to make the project owner occupied. Ms. Horenburger asked for the consensus of the board to tie the $350K lien forgiveness to ongoing maintenance. Motion Ms. Horenburger moved to authorize the Attorney and staff to negotiate an agreement with the applicant as outlined by the Attorney. Vice Chair Tillman seconded the motion. 15 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 C. Resolution 05-06 to Establish 401(a) Contributions for Salaried Staff Robert Reardon explained that the International City Manager's Association Retirement Corporation (ICMA-RC) would administer the agency's 401(a) program. This Resolution is the mechanism establishing contribution amounts for salaried staff. Motion Ms. Horenburger moved approval of Resolution 05-06. Vice Chair Tillman seconded the motion. Mr. Myott asked for an explanation of this item. Were they talking about allowing staff to contribute to one? Was there matching and if so, what percentage was matched? He also asked about the form associated with this with the blank spaces. Mr. Reardon explained there were two plans: 457(b) and 401(a). The 457(b) is at the initiative of the employee; the 401(a) is the compensation from the CRA as a contribution to the employee. Both plans are in addition to salary for staff. Mr. Reardon said the board was to consider the amounts for a contribution level and those amounts had to be equal - one person cannot be treated differently than another. It could be done by dollar amount or percentage. Attorney Spi/lias commented this was usually done by percentage. Ms. Bright suggested tabling this item pending the results of the HR classification and pay study, since potentially higher salary levels might influence the board's decision about percentages. Motion Vice Chair Tillman moved to table Resolution 05-06 to establish 401 (a) Contributions for Salaried Staff until the next regular board meeting. The motion passed 7-0. D. Resolution 05-07 to Establish Per Diem Travel & Mileage Reimbursement Mr. Reardon declared this was one of the responses to the draft audit of policies and procedures just heard. It was meant to set the per diem rate and the mileage rate for travel reimbursement on Class A travel, which is travel outside of the immediate vicinity. The per diem rate was established by the board by consent in the past; however, the auditor's opinion was that it should be done by Resolution. Mr. Reardon combined the current policy level for per diem rate with the Internal Revenue Service benchmark for mileage. When the IRS benchmark changes, the policy/resolution would also change. This item is meant to cover staff and board members alike. He apologized for his oversight in not including the board members on the resolution in the agenda packets. Wherever the Resolution said staff, the words and/or board members should be added (Sections 1 and 2). This also affected the heading of the Resolution. Mr. Barretta asked about City Commissioners who were invited by the CRA to travel and whether they would be included in this. Attorney Spillias will research that and report back to the board. Mr. Reardon commented that a separate resolution could be drafted at a later date if it were determined to be desirable and legally correct. Motion Vice Chair Tillman moved approval of Resolution 05-07 to Establish Per Diem Travel & Mileage Reimbursement for CRA staff and board members as amended. Mr. Fenton seconded the motion that passed 7-0. E. Consideration to allow CRA staff to opt out of major benefits and potentially receive 50% of the savings in return Mr. Reardon indicated this item was being withdrawn for further investigation by Legal staff. 17 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 C. Resolution 05-06 to Establish 401(a) Contributions for Salaried Staff Robert Reardon explained that the International City Manager's Association Retirement Corporation (ICMA-RC) would administer the agency's 401(a) program. This Resolution is the mechanism establishing contribution amounts for salaried staff. Motion Ms. Horenburger moved approval of Resolution 05-06. Vice Chair Tillman seconded the motion. Mr. Myott asked for an explanation of this item. Were they talking about allowing staff to contribute to one? Was there matching and if so, what percentage was matched? He also asked about the form associated with this with the blank spaces. Mr. Reardon explained there were two plans: 457(b) and 401(a). The 457(b) is at the initiative of the employee; the 401(a) is the compensation from the CRA as a contribution to the employee. Both plans are in addition to salary for staff. Mr. Reardon said the board was to consider the amounts for a contribution level and those amounts had to be equal - one person cannot be treated differently than another. It could be done by dollar amount or percentage. Attorney Spillias commented this was usually done by percentage. Ms. Bright suggested tabling this item pending the results of the HR classification and pay study, since potentially higher salary levels might influence the board's decision about percentages. Motion Vice Chair Tillman moved to table Resolution 05-06 to establish 401(a) Contributions for Salaried Staff until the next regular board meeting. The motion passed 7-0. D. Resolution 05-07 to Establish Per Diem Travel & Mileage Reimbursement Mr. Reardon declared this was one of the responses to the draft audit of policies and procedures just heard. It was meant to set the per diem rate and the mileage rate for travel reimbursement on Class A travel, which is travel outside of the immediate vicinity. The per diem rate was established by the board by consent in the past; however, the auditor's opinion was that it should be done by Resolution. Mr. Reardon combined the current policy level for per diem rate with the Internal Revenue Service benchmark for mileage. When the IRS benchmark changes, the policy/resolution would also change. This item is meant to cover staff and board members alike. He apologized for his oversight in not including the board members on the resolution in the agenda packets. Wherever the Resolution said staff, the words and/or board members should be added (Sections 1 and 2). This also affected the heading of the Resolution. Mr. Barretta asked about City Commissioners who were invited by the CRA to travel and whether they would be included in this. Attorney Spillias will research that and report back to the board. Mr. Reardon commented that a separate resolution could be drafted at a later date if it were determined to be desirable and legally correct. Motion Vice Chair Tillman moved approval of Resolution 05-07 to Establish Per Diem Travel & Mileage Reimbursement for CRA staff and board members as amended. Mr. Fenton seconded the motion that passed 7-0. E. Consideration to allow CRA staff to opt out of major benefits and potentially receive 50% of the savings in return Mr. Reardon indicated this item was being withdrawn for further investigation by Legal staff. 17 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 At the request of the Chair, the Recording Secretary polled the vote. The motion to approve the consulting contract for Mr. Hutchinson and its associated Resolution failed 3- 4, Ms. Horenburger, Vice Chair Tillman, Mr. Fenton, and Mr. Barretta dissenting. E. Consideration of HR Recruitment for a Planner F. Consideration of Implementing a Mechanism for Employee Recognition and accompanying Resolution 05-09 G. Consideration of a Boynton Beach CRA Cellular Telephone policy Due to the lateness of the hour and the length of the agenda, the board made the following motion. Motion Ms. Horenburger moved to postpone New Business Items E, F, & G. Vice Chair Tillman seconded the motion that passed 7-0. H. Consideration of the Underwriter for Bond Issue #2 Mr. Reardon called for the board to use the RFP for bond underwriting that was won by Bank of America in December of 2004. The Agency and its fiscal agents would then be able to go to the market in December of 2005. If the Agency can use the Bank of America's RFP, which is not more than 10 months old, it could quickly seek funds for Bond #2. The Agency might then be able to minimize the increase in interest rates that seem to be on the rise. Having 1% to 1.5% interest rate on a bond issue of over $10M would amount to sizable savings. Mr. Fenton did not know the board had approved the bond issue. Ms. Bright stated it was to be a topic before Hurricane Wilma, but she was trying to save the City money. It was up to the board, but she had been working closely with Mr. Bressner on this. If the board wanted to slow it down, they should give her direction to do so. Mr. Fenton asked if Bond #2 would bring the total indebtedness on the CRA up to $28M including the loan and Mr. Reardon responded, to about $30.4M. Mr. Fenton wanted to wait for an audit first. A clarification was made that the Bank of America RFP was actually not more than 11 months old. Ms. Horenburger was concerned about the bond because projects had not yet been identified. Mark Raymond, fiscal agent for the eRA, came forward to answer questions. He stated he had gone to the City Commission meeting a month previously believing he was going to talk to them to ascertain whether they were interested in guaranteeing the bond issue like they had done the previous year. This guarantee would allow the bond insurance company to charge a much lower premium than they would otherwise charge, translating into a better bond issue for the CRA. Mr. Raymond indicated the issue had not been taken up as expected at the City Commission meeting. His communications with Mr. Bressner led him to believe there should not be a problem with the City Commission approving that, but they were not scheduled to ask the City Commission again until December 6. Mr. Raymond declared they had a schedule worked out that would allow the financing to be completed if the board wished to this year. There was an advantage to that. They were in the same situation they were in the previous year. If the bond were closed this year, it would not "count" against an amount of bonds the City of Boynton Beach is allowed to issue each calendar year. There is a $10M limit on this. The City used that up this year so the advantage does not exist in 2005. If the CRA bond issue occurs in 2006, it would "eat into" that availability - it would cost the City money to do it next year. If they were going to complete the bond issue in 2005, they needed to know which underwriting firm the board wants to use. They could then start producing the documents. This deal would be exactly like Bond issue # 1 the previous year with the Bank of America. The board's financial advisor, Julie Turner, reported to Mr. Raymond the Bank of America was willing to work for exactly the same thing they did on the last bond issue. The size of the contract is $60K. This could be bid out and someone might do it for less, but 19 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida November 8, 2005 Interim Director Bright declared that staff was working together as a management team and trying to create checks and balances in the accounting and operational procedures and among staff. Mr. Reardon was handling all the accounting for Human Resources and Ms. Bright was going to handle the staffing. They were trying to split duties so there could be a depth of supervision, management and oversight. Ms. Bright thanked staff for being so supportive and pulling together in a really great team effort. They were having regular staff meetings and getting familiar with what they were doing. They invited board members to participate in these meetings if they so desired. Mr. Fenton asked Ms. Bright when she would be starting the one-on-one meetings with the board members, and she responded she would be chatting with each board member to determine this. Ms. Horenburger mentioned that some members might wish to have meetings by telephone also and this was her preference. Chair Heavlin commented there would be eleven Public Hearing items at the meeting in December. She suggested that the CRA handle the Public Hearing items at the first meeting of the month and address the CRA items at the third Thursday continuation meeting. There was consensus on this point, but Ms. Bright said this would be gated by Planning & Zoning requirements as well. Mr. Barretta noted there had been a lot of things he wanted to discuss tonight. When the board asks questions, they were often told they would be given an answer by CRA or City staff and some of them had fallen through the cracks. He planned to bring them up and asked for time at a meeting to do so. Ms. Bright said that as a City in a growth mode, they needed to come up with a standard two meeting a month schedule. She asked for the board members to think about this and she would bring it up at the next meeting. Time will be allowed on the agenda for Mr. Barretta to have his questions answered. They could also discuss operational issues that made sense from an efficiency point of view. She was working with Attorneys Spillias and Dukes to streamline the agenda. If she could eliminate the individual numbering of the pages, she felt this would be more efficient. Chair Heavilin recognized Attorney Spillias' comment about allowing the board to speak at any time during the meeting, but suggested that if presentations were given first, many of the questions could be answered during them. The interruptions were slowing the board down. Vice Chair Tillman felt this was under Chair Heavilin's control and she indicated an intention to intervene more in future. Ms. Horenburger said if everyone read their agenda packets, the detailed information they ask questions on is already in the agenda backup. Chair Heavilin encouraged board members to attend workshops because a great deal is discussed at them. XI. Monthly Report to the Board Ms. Bright said the report was in the packets and she would answer questions if desired. She had changed the format for it. Staff was now required to identify all the projects they had worked on so the board knew what staff was doing for the board and the community. XII. legal Attorney Spillias asked those who recuse themselves on an item to do so before the item is discussed and to refrain from participating in the discussion. Mr. Barretta asked him to clarify this and Attorney Spillias said this was because once a person recuses himself or herself, they are not supposed to use their influence to affect the outcome. . 21 MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY CONTINUATION OF NOVEMBER 8, 2005 MEETING AND WORKSHOP MEETING HELD IN THE CHAMBER OF COMMERCE CONFERENCE ROOM, UNIT #109, 639 E. OCEAN AVENUE, BOYNTON BEACH, FLORIDA, ON THURSDAY, NOVEMBER 17, 2005 AT 6:30 P.M. Present: Jeanne Heavilin, Chairperson James Barretta Don Fenton Marie Horenburger Steve Myott Lisa Bright, Interim CRA Director Ken Spillias, Board Attorney Absent Alexander DeMarco Henderson Tillman, Vice Chair I. Call to Order Chair Heavilin called the continuation of the November 8, 2005 meeting to order at 6:30 p.m. II. Roll Call The Recording Secretary called the roll and declared a quorum was present. III. Agenda Approval A. Additions, Deletions, or Corrections to the Agenda Ms. Bright requested additions to the Agenda under New Business: Item C, Consideration of the purchase of Geographical Information Software, and D, Consideration to Extend the CRA Trolley Contract. B. Adoption of Agenda Motion Ms. Horenburger moved to approve the agenda as amended. Mr. Myott seconded the motion that passed 5-0. IV. Public Comments No one from the public appeared to speak. V. Old Business - Postponed Items from November 8,2005 CRA Board Meeting A. Resolution 05-06 to establish 401 (a) Contributions for Salaried Staff Ms. Bright reported that at the November 8, meeting, Attorney Spillias had advised this type of contribution is usually expressed as a percentage and that it had to be the same for each individual. Mr. Reardon, Finance Director, indicated legal advice from Lewis and Longman's attorney in Tallahassee also dictated that the vote should be unanimous. Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Also, Mr. Hutchinson promised Ms. Brooks, Planning Director, 10% or $6,000 per year for this contribution. Mr. Reardon confirmed he had seen documentation between the former Director and the former Controller, Susan Vielhauer, for 10% per year. The former Director extended the same offer to Ms. Brooks. Mr. Fenton voiced the opinion that in matching plans, it was customary to have a percentage such as the Consumer Price Index (CPI) plus 2%, or about 4%, but 10% was too much. He believed Ms. Brooks was entitled to it, but did not know how to go about resolving it legally. The Board discussed various ways of resolving this. Mr. Reardon confirmed the percentage was the employer's contribution. Staff can put in whatever they decide, up to the legal limit of the Internal Revenue Service. Mr. Fenton supported a rate of CPI plus 2% for the employer's basic contribution. The current CPI is 2% to 2.5%, so this would be like the norm or about 5%. The goal was to beat the inflation rate by a decent percentage. Ms. Horenburger favored a flat percentage instead of having it tied to the index. The Board decided to tie the employer's contribution to the CPI for a year at a time, beginning on October 1 each year. Motion Mr. Fenton moved to establish a percentage of employer contribution for 401 (a) accounts for salaried staff tied to the Consumer Price Index as published by the Wall Street Journal plus 2% as of October 1 each year. Mr. Barretta seconded the motion that passed 5-0. Motion Ms. Horenburger moved to calculate an annual increase in salary equal to what Ms. Brooks would be receiving if she were being compensated the promised 10%. Mr. Barretta seconded the motion that passed 5-0. Motion Ms. Horenburger moved to make the salary increase for Ms. Brooks in the previous motion retroactive. Mr. Barretta seconded the motion that passed 5-0. Mr. Reardon will amend the Resolution to reflect the second motion. B. Consideration to allow CRA Staff to opt out of major benefits and potentially receive 50% of the savings Ms. Bright declared some staff members wished to save the CRA money in the form of benefit payments, since they had other options for health, life, and medical insurance. If they opted out, she inquired whether they would be able to receive 50% of the savings. The CPA and the Board Attorney declared this was a standard business practice called cafeteria compensation. Motion Mr. Barretta moved approval for CRA staff to opt out of major benefits except 401 (a), per the Agenda Item Request form in the packet. Mr. Fenton seconded the motion that passed 5-0. C. Consideration of HR Recruitment for a Planner Ms. Brooks said the projects coming into the CRA office were not slowing down and staff needed help. The Development Atlas needed to be updated and tracked to assist in revenue projections. Some help was also needed in doing day-to-day database management. CRA staff time is largely devoted to 2 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 meetings with developers. They also need someone who can use G.I.S. or Arcview to produce the maps they need for marketing. They had to be able to show on maps where development was occurring in the CRA area. The person in this position would be writing technical reports to the Board and reviewing the projects on a technical basis. Ms. Horenburger asked Ms. Brooks why the City made the presentations for the Public Hearing items, since Ms. Brooks was the Planning Director. She wanted to see this done by CRA staff instead of the City. Ms. Brooks stated she had made that recommendation to Quintus Greene and Michael Rumpf many times and their response had been the lawyers dictated it had to be done the way it is. A discussion ensued about exactly what details had to be presented on Public Hearing items. Attorney Spillias indicated that as an advisory Board to the City Commission, the Public Hearings were City functions rather than CRA functions. The City's review, decisions and presentation are the evidence from the City's viewpoint on which the Board is required to make a decision. To the extent the information City staff presents to the Board, upon which the Board makes it decisions, is not equally available to the public, a question could be raised about whether the public had heard the information in order to make an intelligent rebuttal if desired. If decisions were to be made primarily based upon the information in the agenda packets, some kind of system of making that information available to the public would have to be set up before voting. Chair Heavilin said in the past, an agreement had been reached where City. staff would present information about the request and their recommendation. The CRA had asked them to eliminate everything in between unless the Board had questions. Some of the new staff needed to realize this. It seemed that reading the eight criteria in the case presentation was not necessary. Attorney Spillias felt the eight criteria were the basis for making a decision. If practically everything else were left out, this should not be left out. Attorney Spillias felt it was more of an issue if City staff recommended denial because ultimately, the burden of proving the right to approve an application is on the applicant. When City staff recommends approval and gives a general overview, the applicant is given an opportunity to answer questions. In this case enough information would be provided to support a finding of approval. When recommending denial, it was more important for City staff to put into the record the reasons they were recommending denial. In cases where City staff recommended denial, they should make a full and fair presentation to preserve the record. Attorney Spillias acknowledged that in some cases, the statements from City staff about the reason for recommending denial would be sufficient. Motion Ms. Horenburger moved approval of Recruitment for a Planner to provide professional support for the Planning Director. Mr. Barretta seconded the motion. Mr. Fenton believed the pay was high. Up until this meeting, the Planning Director was getting $60K. If the Planner were to get $65K, this would be inequitable. He would rather see the Planner get $45K and the Planning Director $55K. Ms. Bright commented there would be a presentation from the H.R. Consultants later in the meeting and the pay study would be addressed. Mr. Myott agreed, saying the required two years of experience was low in light of this kind of salary. Motion Ms. Horenburger moved to table this item until after the H.R. presentation was concluded. Mr. Fenton seconded the motion that passed 5-0. D. Consideration of Implementing a Mechanism for Employee Recognition and Accompanying Resolution 05-09. 3 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Ms. Bright said the administrative procedures audit showed there was no mechanism in the CRA procedures for recognizing and rewarding exceptional staff initiative above and beyond the call of duty such as happened recently during the hurricane. Ms. Horenburger was not very comfortable with the policy, since it ended up being one person's opinion and could make uncomfortable staff situations. Mr. Fenton agreed. Attorney Spillias said normally, bonuses and severance pay were considered extra compensation after the services have been provided, unless by contract or by a Resolution passed specifying the circumstances in which bonuses could be given for performance beyond the normal job requirements or to recognize excellence. The drafted Resolution leaves this decision in the hands of the Director. The program could be changed to leave the decision in the hands of the Board. The Board agreed the authority to make this decision should be vested with the Board, upon the recommendation of the Director. Attorney Spillias will change the language in Section I of the Resolution to reflect that upon the Director's recommendation and Board approval, this could be applied. Motion Ms. Horenburger moved for passage of Resolution 05-09, subject to the Chair and the Attorney making the agreed to changes. Mr. Barretta seconded the motion that passed 5-0. Ms. Horenburger asked if giving staff a bonus could be considered at this meeting. Motion Ms. Horenburger moved to reconsider the adoption of the agenda. Mr. Fenton seconded the motion that passed 5-0. Ms. Horenburger asked to add under New Business, Item E, an item concerning approval of a storm bonus for CRA staff. Mr. Barretta wanted to add to the agenda reconsideration of Mr. Hutchinson's consulting contract under Old Business, Item F. Motion Mr. Myott moved to approve the agenda as amended. Mr. Barretta seconded the motion that passed 5-0. E. Consideration of a Boynton Beach CRA Cellular Telephone Policy Ms. Bright commented with the recent hurricane, it became evident that communications were difficult and staff was utilizing their personal telephones not only for contacting fellow employees, but also for dealing with the public. There was no plan in place to reimburse staff for use of their personal telephones for business. Motion Mr. Barretta moved approval of the Administrative Policy covering a Cellular Telephone Allowance Policy. Mr. Myott seconded the motion. Chair Heavilin asked if this meant there would be no more CRA cell phones, and Ms. Bright responded it did not. Some CRA cell phones were definitely needed. There were now two cell phones in the agency. Chair Heavilin asked if there were any two-way radios and the response was in the negative. The motion passed 5-0. F. Reconsideration of Consulting Contract for Douglas Hutchinson 4 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Mr. Barretta called for reconsideration of this contract that was rejected at the previous meeting with the following changes: 1) No minimum salary paid to Mr. Hutchinson; 2) Contract on as-needed basis only, for no set period of time; 3) Payment at the rate of $85 per hour; and 4) No retainer. Mr. Barretta's negative vote at the previous meeting was a protest because he did not think the agreement came back in the form the Board requested in its motion of the previous meeting. He did not want to deny CRA staff access to Mr. Hutchinson, if needed. Mr. Barretta was trying to offer a compromise on which the Board could agree, for the benefit of staff. He did not know if Mr. Hutchinson would agree to this. Various members felt it was important to provide a mechanism whereby the CRA staff could receive assistance during the transition period. Motion Mr. Barretta moved to amend the consulting contract for Doug Hutchinson to reflect no minimum amount to be paid, no retainer, on an as-needed basis as determined by the Interim Director, for an open-ended length of time, for an hourly rate of $85.00 per hour. Staff is hereby directed to draw up a revised contract with these amendments and offer the amended contract to Mr. Hutchinson. Mr. Myott seconded the motion that passed 4-1, Mr. Fenton dissenting. VI. New Business A. Consideration of an Amendment to the Agency's Administrative Manual Section 06.06.01 - Correction to vacation accrual rate A discussion ensued on this topic. The policy regarding two weeks vacation initiated by Mr. Hutchinson did not match the written policy and this action would correct that. Ms. Horenburger asked if there were a feature in the policy covering "gifting" of one's vacation and/or sick time to others, and upon hearing there was none, commented it could be very useful in cases of extreme illness. The Board felt this could be done within the agency, but not with the City. Ms. Bright will investigate the "gifting" policy with Attorney Spillias, including the inter-agency angle, and bring it back to the Board. Motion Mr. Fenton moved to adopt 3.08 hours per pay period as the standard vacation accrual. Mr. Myott seconded the motion. Chair Heavilin inquired whether a person had to be employed for a certain period of time before they were eligible for vacation. Mr. Reardon stated if a person accrued 3.08 hours of vacation, he or she could take it the following week. Chair Heavilin thought the Board could consider at another time whether there would be any minimum amount of time allowed for taking vacation. In some businesses, employees are only allowed to take vacation in time increments of at least half a day, for example. Ms. Bright said this could be considered in the next wave of housekeeping for the H.R. procedures. The motion passed 5-0. B. Consideration of the CRA Police Program Contract Renewal Ms. Bright explained CRA staff had been meeting for several months with members of the Police Department. Major Wendy Unger was present to answer questions relating to this dialogue. Ms. Bright declared the program was about one year old and they had heard the voice of the community, especially from the Heart of Boynton area, that they did not feel the CRA Police unit was really addressing challenges in their neighborhood. The Police Department brought up the fact this was not an automatic renewal and Ms. Bright believed it was important to bring the item back to the Board for reconsideration. 5 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 One of the Board members recommended the CRA consider allowing the CRA-owned building at 119 Martin Luther King Boulevard to become home to the CRA Police program. This brought up discussions between the CRA and the Police Department about leadership, coverage, and so forth. At a minimum, Ms. Bright wanted the Board to consider moving the CRA Police program to the MLK building. It could not be made into a substation, since it had to be manned 24 hours a day, seven days a week. Considering discussions between the CRA and Major Unger, the Board might want to consider allowing the City to re- absorb the four CRA Police Officers. She, personally, did not have the technical ability or expertise to manage a Police program. Major Unger had discussed this with the Police Chief and Mr. Bressner in addition to CRA staff. She asked for direction from the Board. Mr. Barretta did not believe the CRA needed its own Police force or presence. The Police should take care of the entire City, which includes the CRA. In attending numerous seminars, some international in scope, the bottom line was that crime reduced in relation to the number of people in an area. When there were people on the streets, crime would go down. The Police presence alone was not sufficient. He had heard comments from people in the CRA area who were unaware of the CRA Police unit and when made aware, did not believe they had made a noticeable difference in Police presence. Also, the CRA Police Program was costing the CRA $500K a year and he thought the money could be used better in other ways. Ms. Horenburger agreed, favoring some kind of Service Center in the area whether staffed with Police or other kinds of service personnel. In terms of community policing and the need for 24/7 occupancy, she mentioned the unit at the Boynton Beach Mall, which was not 24/7. Ms. Bright deferred to Major Unger, who believed the MLK building could possibly be made into an actual substation. Ms. Horenburger said she would support some CRA funding for part of this effort. Major Wendy Unger stated the new administration in the Police Department was very excited about this amicable relationship between the Police and the CRA. The idea of having a facility in the Heart of Boynton merged with what they were trying to do with their community policing policy and programs. She thought the previous CRA administration had created this program in good faith, but four officers would not afford the ability to make an impact in the neighborhoods that were included in this discussion. The neighborhoods liked the face-to-face interaction with officers on bikes. Major Unger continued, saying the current Police Department was about 86K square feet under where they were supposed to be at its current facility. A 24-hour substation should not be left empty from 6:00 p.m. to 6:00 a.m. They did not want a monument to their absence( but if they could have a traffic unit with Community Service Officers coming in and out, that would be good. The Community Service Officers are non-sworn personnel who start work at 6:00 a.m. There are also DUI cars that operate until 3:00 a.m. Given their current budget constraints, they would be looking to the CRA for funding since the facility would have to be secured. Chief Immler was looking forward to an open dialogue with the CRA to see what could be worked out regarding the potential substation. Ms. Horenburger wanted to see a person there who could answer questions or take complaints, whether paid for by the CRA or the City. Mr. Fenton did not want to pay for it, but favored giving the Police the property, leasing it to them for $1 per year, letting them run it, and having the CRA stay out of it. Chair Heavilin asked about the condition of the building. Ms. Bright stated it needed paint, the kitchen had to come out, and a secure room had to be constructed. The parking lot was good. She did not believe any really expensive repairs would be required. If the Board agreed to have the four CRA officers re-absorbed by the Police Department, Ms. Bright asked them to consider returning the Police cars and all equipment as well. If the Board directed staff to proceed with the substation idea, staff could come back to the Board with an outline of the dollar amount required to utilize the building in the fashion desired by the CRA. Mr. Reardon preferred the Board move at this meeting to secure the building and put $5-10K of repairs into it, if they decided not to renew the current contract, which had actually expired. He also 6 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 asked that the motion address all the equipment including the cars, weapons, bikes, ammunition, and anything else the CRA bought for the Police. Mr. Myott thought rather than tying the CRA to any improvements, a dollar amount could be given as a gift to the Police Department to make its own improvements. Motion Mr. Fenton moved to lease to the City of Boynton Beach Police Department for $1.00 a year in perpetuity the eRA-owned building at 119 Martin Luther King Boulevard and make a gift to the Police Department of all relevant equipment the CRA had purchased for the benefit of the CRA Police. Mr. Barretta seconded the motion. Ms. Horenburger asked that Mr. Fenton consider amending his statement about "in perpetuity" since it was still a redevelopment site. Mr. Fenton agreed to delete, "in perpetuity" and Mr. Barretta agreed also. The motion passed 5-0. Ms. Horenburger commented she wanted to see the estimates for renovating the building brought back to the Board when available. Mr. Reardon asked for and received clarification this referred to repairs to the building. At approximately 7:45 p.rn., Mr. Myott explained he had to leave for the balance of the meeting. C. Consideration of the Purchase of Geographical Information Software Mr. Reardon explained he had been asked by the Planning Director to purchase the G.I.S. software. He spoke to City staff, who informed him the only software they would allow in their system was E.S.R.I., a sole source manufacturer. Motion Ms. Horenburger moved approval of purchase of the G.I.S. software. Mr. Barretta seconded the motion that passed 4-0. D. Consideration to Extend the CRA Trolley Contract Mr. Reardon realized that shortly after he was hired, this contract expired. He did not see anything in it that addressed extensions. He preferred the Board allow CRA staff to extend the contract until January 31, 2006 to give the Interim Director an opportunity to consider it. Motion Ms. Horenburger moved approval of extending the Trolley contract to January 31, 2006. Mr. Barretta seconded the motion. Ms. Horenburger requested a report on the marketing of the trolley. She asked why a South Florida firm was not chosen. She wanted to know how long the contract was for, when it expired, and what they had done so far. She asked to see ridership and advertising details also. Ms. Horenburger amended the previous motion to extend the contract to February 26, 2006. Mr. Barretta seconded the motion. Mr. Fenton responded the firm in Tallahassee was so much more qualified than the only South Florida firm that applied. 7 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Ms. Bright offered to analyze the trolley situation, saying she had been less than pleased with the lack of advertising on it. She had given the trolley company notice she needed to see some results. She wanted to have three months of data (December, January, and February) for a true picture of ridership during the season. Ms. Horenburger asked where the trolley had been advertised and the response was, "on the City's Web site." Ms. Bright had advertised in the newspaper. Chair Heavilin said that to cover season, it should be done for January, February, and March. Mr. Reardon was opposed to a longer term, since it was costing the CRA $41K a month. Ms. Horenburger thought data for January and February would be sufficient. Ms. Bright said there was no statistical data for the advertising and she was disappointed in that. She will prepare an analysis of the marketing for the Board's January 10 meeting and they would continue to focus on the ridership data and present it at a later time. The motion passed 4-0. E) Consideration of Mechanism to Award Staff Bonuses Motion Ms. Horenburger moved to approve $500 bonuses to each staff member due to their efforts during the hurricane to keep the agency going under difficult circumstances. Mr. Fenton seconded the motion. Chair Heavilin asked if this would cover all employees on the payroll at present and Ms. Horenburger affirmed it would. The motion passed 4-0. VII. Comments by Board Members 1) Ms. Horenburger expressed her understanding the hotel feasibility study had not been done and CRA staff confirmed this. Ms. Horenburger and several CRA staff members were at a recent Economic Summit in West Palm Beach. They heard a comment there that former City Commissioner Zaccaro, who had the World Trade Center rights, was involved with holding up the CRA's feasibility study. She was pursuing this. Ms. Brooks responded ex-Commissioner Zaccaro had been looking for a site for the World Trade Center, which is a franchised business he owns. Mr. Hutchinson thought it would be a good fit for the Marina I project. He wanted the hotel feasibility study company to go back and look at whether having the World Trade Center in the Marina would change the outcome of the feasibility analysis. CRA staff met with the developers and they did not feel very comfortable at all with committing to the concept of having the World Trade Center. The World Trade Center leases your building for you and unfortunately, this group does not have that experience or knowledge. Ms. Horenburger asked if Ms. Brooks believed that was what held up the study, and Ms. Brooks responded affirmatively. The last committed delivery date was November 1 and the study consultant did not appear, provide the study, or call to discuss it. A termination of the contract was being drafted for non-delivery of services. Mr. Reardon hoped a discussion would take place about recouping the $18K deposit. 2) Mr. Barretta asked for an update on the design guidelines, mentioning the consultant's lack of performance and the action plan to address it. Ms. Brooks indicated the consultant was coming to see the CRA staff on the day after this meeting with the original digital documents. One of the holdups was the lack of finalization of the design guidelines. The second joint City Commission/CRA workshop was to be held on November 29. The City and the CRA had to agree on the changes to be made to the Land Development Regulations. Mr. Barretta inquired why the City had to agree to the CRA's guidelines. Ms. Brooks said the CRA's design guidelines were based on the City's Land Development Regulations. Mr. Barretta knew they were meant to work in conjunction with them, but still did not understand why the CRA needed the City's approval on this. Ms. Brooks responded the CRA did not need the City's approval, but the two parties had to agree on what districts they would have and where they were going to be. 8 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Mr. Barretta referred to a question by Mr. DeMarco about how much had been paid to the consultant to date. Mr. Hutchinson agreed to research this and get back to the Board, but this had not taken place. Mr. Reardon stated he had given that information to Mr. DeMarco and would provide it to Mr. Barretta. Mr. Barretta asked whether the CRA had gotten its money's worth or was owed money by RMPK, the consultant. Ms. Brooks said they had paid for 80% of the contracted amount. As to whether they got their money's worth, Ms. Brooks would comment when she had seen the digital documents. Right now, she would say no. The hurricane was the reason they did not have the digital documents yet. The Plan had to go before the CRA, the City Commission, and then be sent on to the State. Mr. Barretta asked if they would be able to vote at the upcoming workshop. If the CRA and the City reached consensus at the workshop, it was Ms. Brooks' hope the Board would direct staff to start working on the Land Development Regulations, so they could be made ready to go to DCA for the necessary Comprehensive Plan amendments. Ms. Bright said the City Manager was depending on the CRA to take the lead at the Joint CRA City Commission Workshop. Consensus was critical because all three initiatives had to move forward together: the CRA Plan, the Design Guidelines, and the Land Development Regulations. It was also important because developers were waiting for concrete word of where and how much of a particular designation was to be located such as where MU-L3 goes and how much of it there is. They were stymied in the development arena until these initiatives moved forward. Ms. Horenburger asked if a feasibility analysis had ever been done for the approved Heart of Boynton Plan. If so, she asked if a consultant such as Florida Atlantic University or Florida International University could apply the cost of construction to the various densities and number of residential units called for in the Heart of Boynton Plan. She believed it was very important to have the CRA's cost exposure on this determined before issuing an RFP. Ms. Horenburger was not talking about the cost of land, but wanted the cost of construction to build the densities and amounts of residential called for in the Plan. Ms. Horenburger felt the CRA would be embarrassed if no one responded to its RFP because the Plan was not feasible. Ms. Bright confirmed with Ms. Horenburger that she was looking for an analysis based upon the density and number of units called for in the Heart of Boynton Plan in terms of construction cost, land cost excluded. Mr. Barretta asked if this could be done after November 29, since that date was critically important. Ms. Horenburger apologized that she would not be able to be present for the December 13 meeting. Chair Heavilin believed the design guidelines for the Heart of Boynton had to be reviewed also. She cited the example of Ocean Breeze who had been asked to provide metal roofs that were much more expensive than the other roofs in the area and not required of anyone else in the City. She thought this requirement on the developer worked against the Board's desire for affordable housing. Mr. Barretta responded there was a way to do the Floribbean architecture without metal roofs. The developer was asked to remove cheap asphalt shingles and put on metal. He could have come in with a flat roof design that did not require shingles or metal and it could still have been Floribbean in design. Chair Heavilin was concerned and had heard comments from the community about projects that had received site plan approval but were abandoned and sitting vacant. She asked staff to determine whether the Board could put in a time limit by which demolition would have to occur, at the time of site plan approval. She expressed concern about the Boynton Motel, for example. Major Unger responded the Police had been at the Boynton Motel right before the hurricane hit and the contractor was there, ready to take the Boynton Motel down. Attorney Spillias commented that most City Codes had a time limit after which construction had to start following site plan approval. Chair Heavilin was not talking about start of construction but vacant properties and demolition. Ms. Brooks commented she did not believe anyone would be able to demolish a building without a building permit, but she would research it and bring it back to the Board. 9 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Mr. Fenton said there was a performance code regarding incentives and this was the hard thing about the new bond issue. There was no activity at all on two major projects that had been approved. He did not know how the CRA would project T.I.F. income in this case. In his business, this was called "phantom income." Phantom income was a hard thing to pay taxes on. It was also hard to factor into cash flow analysis for repayment of principal and interest on the bond. This was his single biggest worry about the new bond issue. Mr. Barretta did not recall ever factoring in T.I.F. income. It was always T.I.F. income based on the prior year. Mr. Fenton agreed, but said $6M would not cover $30M in debt plus the current obligations. Chair Heavilin's requested all Board members to funnel requests for the CRA office to do research or other things through Ms. Bright. This is because of the volume of work in front of the CRA staff at present and Ms. Bright's knowledge of workload and priorities. Mr. Barretta stated he thought the Arches project was supposed to start construction by November 1. Ms. Bright stated she would address this in Item IX, Comments by Staff. VIII. Comments by Board Attorney None IX. Comments by Staff Ms. Bright reported she and the Planning Director had met with Ryan Weisfisch of Boynton Ventures 1, LLC, and agent for The Arches. The Arches is now known as 500 Ocean Plaza. The vinyl signs were up and Mr. Weisfisch was trying to get the demolition permit, hoping for the current buildings to be down by December, with a sales trailer going up on the SaleFish site. They had hired the marketing team and were trying to move forward with it. Ms. Bright said she had to know when the money had to be paid to them, so there had to be a regular dialogue on the subject with her so she could inform the Board. Mr. Barretta believed he was to start construction by November 1 or lose the $2M. Ms. Bright thought that too, but had been looking through the Direct Incentive and she had not come across that. She will investigate this and report back to the Board. Ms. Bright also reported staff had met with Ocean I and would have to move out of the Chamber of Commerce building, so staff would start looking for space. A new developer will be doing a project preview for the Board. Ocean I was moving forward aggressively. They also met at length with In Town Development. There was a previous perception with them that the CRA was bidding up properties and she and Ms. Brooks denied property negotiations like that. There were two. individuals in the Heart of Boynton who were trying to pit In Town Development against the CRA, so this was cleared up for both sides. They were advised to come to the November 29 meeting also. Many developers had called about feeling pressured to get their site plans on the ground. Chair Heavilin asked about status on The Promenade. Ms. Bright indicated she spoke back and forth with Jeff Krinski, who was concerned a building was going up at 250 feet high, an idea Ms. Bright squashed. He did not really provide a status of their position and she is still pursuing it. She understood the price of construction, the delay of Wilma, Pakistan, and the price of concrete and steel were problems affecting this project. If the developers did not hedge against these prices, they would not be able to hold their price on the units down. Heritage Club of Boynton was moving forward aggressively. They met with Ram Real Estate for Sunshine Square and they will be presenting a project preview to the Board in January. She did not get a response 10 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 back from Gulfstream Lumber for status on that project. She was going to stay in touch with developers regularly so she could answer questions for the Board. Ms. Brooks said while Mr. Hutchinson was Director of the CRA, some property owners had come in under self-assembly in Phase I of the Heart of Boynton area and he had endorsed it. Now, an Eminent Domain Resolution passed and there were six property owners negotiating to sell the land to other people. Their properties were not included in the Eminent Domain Resolution. There would now be a parcel with "holes" in it, which would not be attractive to developers. A lengthy discussion ensued about this and ultimately, the Board directed CRA staff to make formal offers to the six property owners and bring the results back to the December meeting. There was still time to add them to the Eminent Domain Resolution if the Board so desired. Ms. Horenburger was concerned about the legal ramifications of pending legislation that would affect Eminent Domain for private development. Not all the self-assembly property owners had operated in good faith and for that reason, Ms. Bright favored Eminent Domain if it became necessary. Mr. Barretta did not want to do an RFP for a parcel with "holes" in it. Mr. Fenton wanted staff to examine past offers to property owners to determine the percentage offered above fair market value and make these offers on the midpoint. Chair Heavilin noted it was late and confirmed the Board members wanted to address the entire workshop agenda. The decision on the salary for the Planner was deferred until the Continuation meeting reconvened after the workshop. The continuation meeting was recessed for the Workshop at 8:30 p.m. eRA Board Workshop Thursday, November 17, 2005 The CRA Board Workshop was called to order at 8:31 p.m. B. Boynton Beach Boulevard Promenade Restroom Facility - Final Design Approval Ms. Brooks displayed an artist's rendering of this project. Staff did not think the original design for the restroom facility was in line with the existing Pete's Pond structure. Kimley-Horn came back with a design where the roof color of the restroom facility matches the pavilion colors at Pete's Pond. The originally designed Police substation will not be here. There will be two restrooms and a storage area, which would provide storage for special events equipment. Upon Board approval, application will be made for a building permit. The restroom facility will be located right before the turnaround on the Promenade. The Board liked it and recommended approval by consensus. C. Human Resources Study of Job Descriptions and Classification & Pay Presentation _ Florida Employer Solutions - Lee Ricci, HR Solutions Director and Maria Legarda, Chief Operations Officer lee Ricci of Florida Employer Solutions presented the results of a study her firm had prepared based on a request from the CRA in April of 2005. That request asked for an analysis of compensation and pay, organizational charts, and job descriptions in the CRA, including a Human Resources manual. The Human Resources manual was not completed, pending the Board's decisions at this meeting. The salary survey was to be conducted within the appropriate public and private job markets to assure pay grade assignment and salary structure were commensurate with the job assignment. All the CRA organizations in the State of Florida were surveyed for purposes of this report. 11 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida Salary Survey November 17, 2005 The salary survey was done using a Market Pricing Analysis method. The following CRA positions have actual average salaries with a variance of at least 10% below market median rate: PLANNING DIRECTOR I Current Salary: $60,000 I 50th Percentile: $84,792 I Difference: -30% FINANCE DIRECTOR I Current Salary: $50,000 I 50th Percentile: $74,513 I Difference: -33% Ms. Ricci strongly recommended the Board take a look at these two positions, regardless of the persons currently in those positions. This would be necessary in order to obtain and retain the kind of personnel the CRA requires. There were no CRA positions with actual average salaries with a variance of 10% above market median rate. Overall, the CRA's current salary averages for benchmark jobs are below the market median by 6%. Ms. Ricci mentioned the Marketing Manager Position showed preliminary numbers ranging from $28K to $52K. She was not comfortable with the numbers and will get the revised numbers to CRA staff. She recommended an annual review of the CPI and a pay study every two years. Mr. Fenton asked if the market data were time weighted, reflecting the average amount of time spent in a position. Ms. Ricci said they were not time weighted, but were averages of averages. Where people fall in the range depended on performance or years of service and those were philosophical decisions for management. Her firm was engaged to present a picture of where the CRA stood in relation to the market and not to specifically address philosophical issues. That being said, the CRA Board would need to decide the philosophical question of whether they wanted to lead or lag behind the market in terms of compensation. The Consumer Price Index for Urban Wage Earners and Clerical Workers for the month of July 2005 reflected a rate 3.73% higher than the previous year and that was expected to continue during 2006. Ms. Ricci addressed a concern she heard about the range for the Planner position, which was $48K to $65K. The maximum was higher than the current salary of the Planning Director, and that did not seem fair. It seemed the Planning Director's salary was out of adjustment. Organization Chart Ms. Ricci displayed a potential organization chart for the CRA. Florida Employer Solutions believed, supported by the opinion of the current Interim Director, there was a strong need for a Business Development group in the CRA in the near future. Some of that work was now contracted. All CRAs handled this in a different way. Job descriptions were included for the CRA Executive Director, Receptionist, CRA Assistant Director, Finance Director, Bookkeeper, Planning Director, Planner, Real Estate Administrator, Project Coordinator, Marketing and Communications Manager, Small Business Development Manager, Small Business Development & Grants Specialist, and a Grants Coordinator. Ms. Ricci and Ms. Bright had agreed the Human Resource Manual could be done separately. 12 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 Ms. Horenburger asked about the Assistant Director position where it called for Legal interface with CRA matters. It did not say this under the Executive Director position. She wondered why. Ms. Bright said there was some overlap, but this was included in her duties when she came on board with the eRA. Ms. Ricci's personal feeling was the Executive Director should handle the legal interface on CRA matters. Ms. Horenburger said the attorney was the Board's attorney and not the Director's or staff's attorney and this was one way to keep that clear. She thought the Director should interface with Legal on the Board's behalf. Chair Heavilin pointed out a typo in the Job Description for the Receptionist. It now said: "High school diploma or equivalent, and less than six (6) months of relevant general office/clerical experience, or an equivalent combination of training, education and experience." Ms. Ricci will adjust it to say, "at least six months." Ms. Horenburger asked whether the Real Estate Administrator would report to the Planning Director or the Planner. Ms. Bright said he would report to the Planner. Ms. Horenburger felt the Real Estate Administrator should report to someone else. Ms. Ricci thought one option was to put it under Business Development and another was to put it under the Finance Director. Ms. Horenburger noted the Planning Director job description said that position "performs general clerical tasks, which may include answering telephone calls, making copies, sending/receiving faxes, filing documents, or processing incoming/outgoing mail." This will be amended. Mr. Fenton asked Ms. Ricci's opinion on the top two priorities for hire and Ms. Ricci responded, Planner and Small Business Development. If the Board did not wish to bring someone in for Small Business Development, it should solidify a contract with someone whose loyalty would be to the CRA and not to the contract. Ms. Bright said an intern was trying to carry the CRA's Business Genesis program forward, but the CRA was clearly under served in that area. The intern is part time and does not have the necessary business experience. Chair Heavilin thought there was a lot of overlap in the Small Business Development job description, and Ms. Ricci responded it was a matter of how quickly the CRA grew and in what direction. Organizations and job descriptions could change with the needs of the community. Mr. Barretta felt the first priority for hire should be a Planner but they really needed a CRA Assistant Director. He believed Ms. Bright's job was overwhelming at present and would probably become more so in the future. The Board had always wanted an Assistant Director for when the Executive Director was not able to be there and now they were in that position and did not have an Assistant Director. Mr. Barretta was not in favor of hiring a Small Business Development Director, thinking that could be contracted out. Ms. Horenburger wanted to make a decision after the workshop on the two positions whose salaries needed adjustment: the Planning Director and Financial Director. D. Retail Demand Analysis Presentation: The Chesapeake Group Howard Kohn of the Chesapeake Group reported his firm had done a retail analysis of the CRA area, using a particular process that involved a great deal of contact and reconnaissance with the surrounding areas and stakeholders. Congress Avenue and Military Trail were not going away. They were in a dominant market position and would continue to be in that position for the future. Mr. Kohn compared it to WalMart, saying, "Don't try to compete with them - do something different." The Chesapeake Group tracked the number of retail businesses in Boynton Beach over time based upon the Federal government's regulations. They also did a survey of businesses in the community and a 13 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 telephone survey of residents in Boynton Beach and surrounding areas in the County. They looked at the City's plans and the CRA's plans and believed they were on the right track for most of the area. They look at planned development also. Retail is not a leader; it follows. The more new rooftops in a City, the more retail. Mr. Kohn noted the program the CRA had in place, Business Genesis, had not been particularly effective. There are businesses in the CRA that do want to expand that could be lost to Boynton Beach, and there is no reason for that to occur. There needed to be increased communication and dialogue with them on a regular basis in order to facilitate a process that keeps them here. The Chesapeake Group did a comparative assessment, looking at businesses that might serve the whole County and others that might just serve the local population. They compared Boynton Beach to like communities over a broad range of features such as population, access to transportation, and so forth. They developed the CRA's business database and then repeated it with the communities chosen as like communities. They looked for gaps in what the CRA area had and what other, similar areas had. Some business types came up. It did not mean the City wanted them, but there were less of them in Boynton Beach than in like communities. If all the other communities have 10 tropical fish stores and Boynton Beach only has 2, there is probably a gap. They then did demand forecasting including a telephone survey. They separated the markets as Boynton Beach residents and other residents of Palm Beach County. The trends in Palm Beach County are critical since they are a secondary market and important factor. Household growth is taking place and will continue. The market is comprised mainly of people migrating to Boynton Beach from other areas of Florida. In the past, the market was made up primarily of people immigrating into the State of Florida from elsewhere. They believed from the data that the migration to Boynton Beach was coming primarily from the southeastern parts of Florida. Growth would continue in Boynton Beach into the future. The negative side is the City will run out of virgin land. From the CRA's standpoint, this would mean that redevelopment was increasingly the option. When examining the number of units scheduled in the area and where that growth was likely to occur, it can be seen in the immediate future the CRA will be one of the two dominant places where new housing is going to be built in the community. There is a continued high level of demand for residential. The projects on the ground or planned are likely to be sustained by the continued growth in the area for the next five to seven years, at a minimum. Even if the real estate bubble were to break, the CRA was not at that level. In looking at the price ranges for housing along the waterfront, especially, the prices were still lower than in other areas. Demographic changes are taking place. Families are moving into the area. The proportion of seniors has diminished as growth continues and this will continue. Office employment is growing to an extent also. In the CRA projects coming in now, there are only about 32K sq. ft. of office space proposed and roughly, 2,600 proposed housing units. In doing their forecast, they only dealt with growth. Mr. Kohn felt the CRA area was likely to absorb 20 to 50% of the new growth in rooftops in Boynton Beach, unless there were annexations in the future. The penetration level in Palm Beach of just growth, not taking a single dollar from anyone at this time, was estimated to be an average of only about 4%. This means the amount of retail being attracted for Palm Beach County is statistically insignificant. The residents of the CRA area are likely to have a higher average income in the future than what they have at the present time. The biggest factor going for Boynton Beach was its location on the waterfront. They defined about 50 categories for various types of retail in the area and certain types that could be attracted to the area. This did not preclude the relocation of the background restaurants in the area at 14 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 this time, but was in addition thereto. The retail ranges from about 144K to 189K sq. ft. of space broken down by specific kinds of businesses. They thought it was important the growth be phased. The retail could not be added until the new rooftops were in place. They did not believe the area should end up with a bunch of "pads" all over the place. Retail needed to be integrated into the buildings. Restaurant activity was one area that should increase in the area. The problem is that space has to be prepared up front, ahead of time, for a restaurant in order for the restaurant to go there. It has to be built into whatever design gUidelines/regulations the CRA was considering. The waterfront needs to be maximized. Having a restaurant with a water view is phenomenal but not as it seemed to be evolving now, which was as separate, individual "pads." The Chesapeake Group felt the Chamber of Commerce should play the lead role to keep businesses in Boynton Beach, with CRA as a backup to that activity. It seemed the Chamber of Commerce had not taken a strong interest in this area in the retail component, and they really should. They had outlined a Business Recruitment Strategy to bring in businesses. They believed the CRA should be in the lead on this and do it. It should not be left up to the individual developer because a developer concentrates on what will make him the most money, not what is right and appropriate for the area. The CRA can bring the tenant to the table. It also opens up the possibility of that tenant getting a better offer because it could be brought to three or four different developers simultaneously. It was very important that Federal Highway not be designed as or try to become Congress Avenue. It would not be able to compete. The design is the critical factor that will make it different. The CRA area has to have a different feel and be pedestrian oriented. They looked at the housing market and the office market. They thought there was tremendous opportunity for growth in the office market in Palm Beach County, of which Boynton Beach could take a significant share. The advantage of having additional office space along with the residential, right in the CRA area, is that it would bolster a number of businesses that depend on having an evening trade and a lunchtime trade. It provides foot traffic out on the street. The report was going to be transmitted via E-mail to Ms. Brooks, who could distribute it to the Clerk and the Board members. Mr. Barretta directed a question to Ms. Brooks. He asked how much retail space the CRA had in Delray Beach. Ms. Brooks did not know the answer but believed there was about eight miles of it. The reason Mr. Barretta asked that question was 144K to 189K sq. ft. of retail did not sound like a lot of retail. The CRA had been told by some very credentialed planners the way they need to look at downtown was to determine the kind of retail environment they wanted, the kind of restaurants, the amount of retail, and then based on the amount of retail we want, determine the densities they need to achieve it. What they did in Boynton Beach was the "dartboard" approach. They said, "this is the amount of residential we want." Now, The Chesapeake Group was telling them this would yield 144K to 189K sq. ft. of retail. Was that enough to give a vibrant downtown? Mr. Kohn responded they had not been engaged to re-write the CRA's Corridor Plans. Given what they know is likely to happen, they knew what it was likely to yield. This amount of retail would double when uses not considered retail were counted in. In the Related Group's development, for example, the first floor is designed for retail, but only about half of it really falls into retail categories. The spa is a personal service and not retail. Mr. Barretta did not think that kind of use attracted people to the downtown as much as the restaurants and the retail. Mr. Barretta commented that right now, there was a projected residential density for downtown Boynton Beach and the City Planning Department was trying to reduce it. Mr. Kohn's advice was to raise it. Mr. Barretta wanted to know by how much it should be increased. From Mr. Kohn's perspective, it should be 15 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 raised to the point where the construction costs dictate a different height structure and the cost of the unit had to be raised. This might happen to the point the CRA would be in "the bubble" and have a problem. Mr. Barretta asked if Mr. Kohn could give the CRA a recommendation of the amount of retail and restaurants necessary to attract people and activity and make a vibrant downtown. Mr. Kohn offered to talk to Ms. Brooks about this. Mr. Kohn commented if he doubled the level he gave, it would more than double the capture of retail since the critical mass would have increased so much. Ms. Horenburger stated in Delray Beach, they had kept the heights and densities low and it had been a huge success. Ms. Bright said there was a corridor in Delray Beach that went from I-95 to the beach, and now they were going non-linear. Ms. Bright mentioned the 144K to 190K sq. ft. and asked which corridor that was. Mr. Kohn responded it was primarily the Federal Highway Corridor from Gateway to Gulfstream. Mr. Barretta said the density reductions would be discussed at the Joint CRA/City Commission meeting on November 29 and hopefully, they would come to consensus. They needed the information from Mr. Kohn before that meeting. Chair Heavilin was concerned that the Chamber only had one representative at this meeting and this was an important discussion. Mr. Kohn responded the Chamber of Commerce's job was to provide services to the business community membership. There is a certain feeling of antagonism towards government and government intervention with many of these small business people. This came through loud and clear in the survey. It goes back to Eminent Domain and the use of it. The public is relatively upset about it Ms. Bright agreed with Mr. Barretta's comments. From her meeting with a restaurant representative, she knew the top 100 restaurants in Palm Beach County, three of which were in Delray Beach. They had approached Ms. Bright because they wanted to be in Marina Village. If they could not get the Chamber to take the lead on this, they would have to make a financial commitment in the coming budget year to do a Small Business Recruitment program. Right now, the CRA was only running one little program and she agreed it had not been effective. Ms. Horenburger said Chambers of Commerce, by their very nature, had fears in an emerging downtown area. The fears are about competition or being put out of business. When they first put up bricks in Delray Beach on Atlantic Avenue, people were pretty upset and angry and said it was useless, pointless, and did not help their businesses. A lot of those businesses are gone, but there is always conflict with changes. Mr. Fenton asked for clarification on Mr. Kohn's use of the term "pads," saying the CRA had tried to get mixed use. Mr. Kohn remarked he did not think the CRA would be successful from the restaurant or retail perspectives if they continued to just have "pads./J Mr. Kohn was referring to mixed use when he said "pads." He said they had to create a different atmosphere. Mr. Kohn suggested Panera Bread on Congress Avenue would be a good candidate for the area, but it would not happen if they felt they would be drawing from the same audience. Mr. Barretta asked if the Board could authorize the Interim Director to get whatever information she needed for the meeting on the 29th. Ms. Bright said this is all they would be doing next week. The Board expressed strong interest in inviting Mr. Kohn to the Joint CRA/City Commission meeting on November 29. Mr. Kohn stated they were still developing an Appendix with a list of businesses with contact information that might be appropriate for this area, restaurants that like urban centers and are seeking locations in Florida. 16 Meeting Minutes Community Redevelopment Agency Continuation of November 8, 2005 Meeting & Workshop Boynton Beach, Florida November 17, 2005 The Board appreciated the information provided to them and felt it was very timely. The Continuation of the November 8, 2005 meeting reconvened at 9:30 p.m. V. Old Business (c.) Consideration of HR Recruitment for a Planner Motion Mr. Fenton moved to remove this item from the table for discussion. Mr. Barretta seconded the motion that passed 4-0. Chair Heavilin thought the initial issue was the pay range. She saw some fairly major adjustments that had to be made on salaries. Ms. Bright indicated they could probably not afford to hire a Planner with only two years of experience. They needed a skilled, experienced person who could come in and "hit the ground running." Knowledge of Boynton Beach would be a plus. Ms. Horenburger said the CRA needed this person immediately. Chair Heavilin's preference was to leave the salary up to Ms. Bright and Ms. Brooks, using the midpoint of the market study. The motion passed 4-0. Ms. Horenburger wanted to address the two salaries that seemed most out of line: the Planning Director and the Financial Director. They were also talking about some proposed job title changes such as Director of Planning and Director of Finance & Operations. Using the average 50th percentile referenced in the market survey, Ms. Horenburger added them up and divided the two. On the Planning Director, the salary would be $85K and for the Director of Finance & Operations it would be $74K. Attorney Spillias suggested deferring this item to the next agenda. Chair Heavilin concurred. The Board wanted to have the whole Board decide this if possible. X. Adjournment Since there was no further business before the Board, the meeting was duly adjourned at 9:45 p.m. Respectfully submitted, Susan Collins Recording Secretary ( 111805) 17 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Requested CRA Date Final Materials Must be Turned into Meetinsz Dates Turned Meetinsz Dates CRA Office into CRA Office 0 January 11, 2005 December 28,2004 (Noon.) 0 July 12, 2005 June 28, 2005 (Noon) 0 February 8, 2005 January 25, 2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 September 13, 2005 August 30, 2005 (Noon) 0 April 12, 2005 March 29, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) 0 May 10,2005 April 26, 2005 (Noon) 0 November 8, 2005 October 25, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) 0 December 13, 2005 November 29,2005 (Noon) NATURE OF 0 Consent Agenda 0 Old Business 0 Legal AGENDA ITEM 0 Director's Report 0 New Business 0 Future Agenda Items 0 Other Item DATE: November 26, 2005 SUBJECT SUMMARY PARAGRAPH: Support the Annual Chamber Dinner Dance by purchasing a CRA table. This event was originally scheduled for November 2005, but due to Hurricane Wilma was postponed until January 20,2006 RECOMMENDATION: Purchase a table in the amount of $900.00 for the Annual Chamber Dinner Dance. EXPLANATION: See subject summary paragraph. FISCAL IMPACT: $900.00 Not purchase a table in the amount of $900.00 T:\AGENDAS, CONSENT AGENDAS. MINUTES & MONTHLY REPORTS\AGENDAS ITEM REQUEST FORMS\CRA Board Meeting 12-13- 05\Chamber Annual Dinner Dance. 11.26.05.doc ~l g> :f:. R if] f g t\.J '1. ...... ;.... ~. ~if~ . .~\) ;:.& ~- ..(:j .~" ~....~O' c:_ CD.... iiJE"'".....g 3 ~.. .... ~ "'tJ::~::: _. :....'. a '~~"""."".~ ~::. .....~ ....... -....-.. =- 0 : :::) ....... - - - - - . . . .. .. . ,-. - .. :.... . - - . - - - - ,..- -,. - - '~" 0.... co . (1)' 'g C :::) ~. Q C C'" .-r1 n . ::I.. ii Q.3 ....~ g t<.......~. -. c...n f>>o :n <... CD: "'U r- ~. <'CD" CD ..' ~~, '~2 .ar CD . :::10) '>5- 'C'., . '. '(') .; .... .' ;. =0' ':L' .. o :::I ~. g (I)., OJ 0) OJ 5: OWOUl <0,,<. "< ::l, ;:;. m....._. 0' 0 Ul ::l O::l Ql OJ@g'~ CDQlQlIO ~::l()::r ::r)>::r..... - < 0 ""(1)0 I~ 3 W~3 ~oc (.) W~. 01 .:< ;;0 CD 0.. CD < ~ o -0 3 CD ::J ..... t, \ ~.\ ~. ,1 ( .4 2' ~ ~ .."., " BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetinl! Dates Turned into CRA Office 0 January II, 2005 December 28, 2004 (Noon.) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 April 12, 2005 March 29, 2005 (Noon) 0 May 10, 2005 April 26, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM o Consent Agenda o Director's Report DATE: 12/15/05 Requested CRA Meetinl! Dates 0 July 12,2005 0 August 9, 2005 0 September 13, 2005 0 October 1 ] , 2005 0 November 8,2005 0 November 17, 2005 . December 15 2005 0 Old Business 0 New Business SUBJECT: Jack-a-Arts Web Site Contract Renewal SUMMARY PARAGRAPH: Date Final Materials Must be Turned into CRA Office June 28, 2005 (Noon) July 26, 2005 (Noon) August 30, 2005 (Noon) September 27, 2005(Noon) October 25, 2005 (Noon) November 29,2005 (Noon) o Legal o Future Agenda Items o Other Item CRA Staff is requesting a renewal of the existing contract with Jack-o-Arts, CRA web site provider, for a period of two months through February 15, 2006. This is necessary due to the expiration of the existing contract and to allow CRA staff to seek updated competitive bids for the CRA. RECOMMENDATION: Approve a two month extension to the Jack-o-Arts web site contract. FISCAL IMPACT: $1,284.00 ALTERNATIVES: Not approve the contract extension for Jack-o-Arts. T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\AGENDAS ITEM REQUEST FORMS\CRA Board Meeting 12-15- 05\Agenda 12-15-05-Web Site Contract Renewal.doc Nov 22 05 12:02p Jack of Arts, I nc. 561-742-5790 p.2 AGREEMENT City of Boynton Beach Community Redevelopment Agency (CRA) AGREEMENT for Monthly Maintenance of Boynton Beach eRA.org " THIS IS AN AGREEMENT ("Agreement"), entered into this I ir;1t--day of .~t \. : ;i'\~) .\ , between the Boynton Beach Community Redevelopment Agency, hereinafter referred to as "CRA", and Jack of Arts, Inc., a Professional Business, authorized to do business in the State of Florida, hereinafter referred to as the "FIRM." 1. SCOPE OF SERVICES. The FIRM shall provide the following services: a. Monthly maintenance of the regular web pages. This includes but is not limited to: i. updating links; ii. maintaining domain administration; iii. folder structure (FTP account); iv. set-up of e-mail accounts and e-mail forwarding; and v. current backup of the entire site of Jack of Arts, Inc. servers as well as a back up on the web host server provider chosen. b. Monthly maintenance updates of the regular web pages. The monthly maintenance updates of the regular web pages include but is not limited to: I. making changes to sentences or paragraphs; ii. maintaining the current sector of projects, planning studies and development, guidelines and incentives, and event updates, as well as adding new events. iii. FIRM has included 40 pages of new project information, where the jpgs are separated form the Microsoft documents and text is formatted to fit the site. If new projects are in composed PDF format from the CRA, and are delivered in that way, then a button will be created under the correct corresponding district and added to the site. There can be as many as ten (10) of these types of documents a month; IV. Deleting projects is limited to five (5) a month, since there is HTML involved that would change based on what is deleted. c. Monthly update of web photos. The monthly update of web photos in JPEG format can be added at any time. d. Weekly update. The weekly update shall include checking the accuracy of the ASP and JAVA Script coding for headers and menu items. e. Monthly update. The monthly update includes but is not limited to: C: 'Susan shared fiIes\contracts\Web maintenance corltTac t) 20] 04 .doc 'Nov 22 05 12:02p Jack of Arts, Inc. 561-742-5790 p.3 i. reviewing and updating minimum menu changes; ii. maintaining, uploading and updating of all agendas for regular and monthly meetings and workshops held by the eRA as well as all back-up documentation for the monthly meeting and workshops in PDF format; iii. maintaining, uploading and updating of the current CRA Annual Report; iv. maintaining, uploading and updating of the quarterly newsletter in PDF format and post; v. maintaining, uploading and updating of the Incentive and Grant programs in Word format; vi. maintaining, uploading and updating of the Events in Word format. f. Yearly updates. The yearly updates will include the maintaining, uploading and updating of the annual audit report in JPEG format. g. Operation manual. Develop and maintain a web Operation Manual for submittals, changes, and updates, etc. Additionally, a hard and digital copy must be provided to the eRA office. h. Monthly web hit activities. Submit monthly web hit activities due on or before the first day of the month for the previous month. 2. ADDITIONAL WORK OUTSIDE THE SCOPE OF SERVICES. The FIRM shall provide the following work upon written approval of the CRA Executive Director: a. Any brand new overall design or major change of the existing web design will not be covered by monthly maintenance. Examples shall include but are not limited to changing the design of the buttons, changing the graphs within the design, or changing the location of the elements on the web page. b. Any menu changes which change the cascading effect of the entire website will not be covered by the monthly maintenance. c. The uploading of the CRA Annual Report, which requires that the FIRM Split the photos and text apart and re-write. d. In the event that the CRA and the FIRM mutually agree in writing that the FIRM will provide additional services, the terms and total fees will be negotiated separately for each proposed project, but in no event shall the hourly rate exceed Seventy Dollars ($70.00) as provided below. C: \Susan ~ shared files\contracts\ W eb maintenance coatTact 120104 .doc Nov 22 05 12:03p Jack of Arts, Inc. 561-742-5790 p.4 3. TERM. a. The term of this Agreement shall commence upon execution of this Agreement and shall terminate One (1) year after the date of commencement. b. This Agreement shall be renewed for a one (1) year period if CRA provides thirty (30) days written notice to FIRM and if FIRM consents. 4. TIMING OF THE WORK. a. FIRM shall use reasonable efforts, subject to applicable laws, regulations, and professional standards to complete the services required in accordance with the term of this Agreement. b. FIRM shall post the updates on new elements on the CRA website within five (5) days. The FIRM shall post the updates on new projects on the CRA website within10 days, unless otherwise requested by or noted to the CRA. 5. OWNERSHIP. The CRA retains ownership of all Proprietary Materials, which is defined to mean any and all Web pages which FIRM designs for CRA, and any other elements of the Web Site designed, written, created and/or prepared by FIRM, including without limitation all graphics, design and layout elements, html code, site content, database, data and other material in any way used in or incorporated into the Web Site or its constituent Web pages. Upon execution of this Agreement, CRA shall be the sole and exclusive owners of the copyright of, and all other right, title and interest in and to, the Proprietary Materials for all purposes, excluding only licensed application. 6. COMPENSATION. a. Compensation for the web maintenance services, as defined in Section 1, shall be Six Hundred Forty Two Dollars ($642.00) per month. eRA will make payment to the FIRM by the 10th of each month via hand delivery or U.S. Postal Service (post-dated by the 10th of each month). The first payment shall be pro-rated, depending upon the commencement date of this Agreement. b. Optional Item Pricing shall be as follows: Additional Projects above the scope of services and changes to the overall design or graphical changes shall be priced at Seventy Dollars ($70.00) per hour. c. It is expressly understood that any incidental or out-of-pocket costs incurred by the FIRM are included within the monthly maintenance fee and are not to be billed separately excluding the Web Hosting identified in paragraph 8. C:\Susan shared fiJes\contracts\Web maintenance codtract 120 1 04.doc Nov 22 05 12:03p Jack aT Arts, I nc. 561-742-5790 p.5 d. Invoices received from the FIRM pursuant to this Agreement will be reviewed and approved by the Controller. e. All elements furnished by the FIRM pursuant to this Agreement shall be owned by and remain the property of the CRA by statutory common law and other reserved rights thereto including copyright. f. The CRA represents to the FIRM and unconditionally guarantees that any elements of text, graphics, photos, design, trademarks, or the CRA'S artwork furnished to FIRM for inclusion in web pages are owned by the CRA, or that the CRA has permission form the rightful owner to use each of these elements, and will hold harmless, protect, and defend FIRM and its subcontractors form any claim or suit arising from the use of such elements furnished by the CRA. 7. CHANGES IN SERVICES. a. The CRA and the FIRM recognize that the scope of services and compensation under this Agreement are predicated upon current laws, regulations, and professional standards relating to such services. The CRA and the FIRM further recognize that the scope of services and compensation under this Agreement are predicated upon expectations of reasonable cooperation with the FIRM by CRA pursuant to this Agreement, and the absence of circumstances, which might necessitate the extension of web maintenance services beyond the normal scope of services. b. Should factors not known at the time of the execution of this Agreement increase in the level of services required under applicable law, regulations or professional standards, or other unforeseen conditions be encountered which might necessitate the extension of web maintenance work beyond the scope of normal procedures, the FIRM agrees to advise the CRA promptly in writing of the circumstances. In addition, the FIRM may request an equitable adjustment in the maintenance fee before significant additional time is incurred by the FIRM. Any such requests for adjustments shall be in writing and shall contain a detailed explanation of why the adjustments are necessary and are subject to approval by the CRA. 8. WEB HOSTING. The CRA understands that any web hosting services require a separate contract with a web hosting service. The CRA agrees to the select recommended web hosting company, 1&1 Inc., and allow FIRM full access to the website and a cgi- bin directory via FTP and telnet. The FIRM will not be responsible for any interrupted service or errors made by the web hosting company, internet connection or users. In no event will FIRM be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if FIRM has been advised of the possibility of such damages. C:\Susan_shared files\contracts\Web maintenance c014tract120104.doc Nov 22 05 12:03p Jack of Arts, I nc. 561-742-5790 p.6 9. TRUTH-IN-NEGOTIATION CERTIFICATE. Execution of this Agreement by the FIRM shall act as the execution of truth-in- negotiation certificate certifying that the estimated time charges and expense used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the date of this Agreement. 10. FIELD WORK. The FIRM shall use reasonable efforts, subject to laws, regulations, and professional standards applicable to the services hereunder to complete the field work at such time necessary to meet the timing requirements. 11. TERMINATION OF AGREEMENT. For Cause: Either the CRA or the FIRM may terminate this Agreement by written notice provided to the other party pursuant to the terms herein at least seven (7) days prior to such termination. The parties agree that such termination on its part shall be only for cause and after discussion with the other party. Without Cause: Either the CRA or the FIRM may terminate this Agreement by written notice provided to the other party pursuant to the terms herein at least thirty (30) days prior to such termination at either parties' sole discretion. Notwithstanding the foregoing paragraph of this section, the FIRM may resign or the CRA may terminate the FIRM as the CRA's FIRM and terminate this Agreement at any time as required in accordance with the laws, regulations, and professional standards applicable to the type of services provided under this Agreement. 12. DEFINITION OF DEFAULT/CAUSE. a. As used herein, "default" shall mean any of the following: (1) CRA'S failure to pay the total monthly fees as described in paragraph 6 herein and any additional fees due pursuant to authorized additional services; and/or (2) any breach by CRA or FIRM of any other provision of this Agreement. b. The FIRM shall not be considered in default because of any failure in performance if such failure arises out of causes reasonably beyond the FIRM's control and without its fault or negligence. Such causes may include, but are not limited to, acts of God, natural, or public health emergencies. Reasonable notice of such causes shall be provided in writing to the CRA pursuant to the terms herein. 13. CONTINGENT FEES. The FIRM warrants that it has not employed or retained any company or person to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual or FIRM, other than a bona fide employee working solely for the FIRM any fee, commission, percentage, gift, or C\Susan shared files\contracts\ W eb maintenance cotitract120 1 04.doc 'Nov 22 05 12:03p Jack of Arts, Inc. 561-742-5790 p.7 any other consideration contingent upon or resulting from the award or making this Agreement. 14. NON-DISCRIMINATION. The FIRM warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, sex, age, or national origin. 15. INDEPENDENT CONSULTANT RELATIONSHIP. a. The FIRM is, and shall be, in the performance of all work services and activities under this Agreement, an Independent Contractor, and not an employee, agent. or servant of the CRA. All persons engaged in any of the work or services performed pursuant to this Agreement shall, at all times. and in all places, be subject to the FIRM's sole direction, supervision, and control. b. The FIRM shall exercise control over the means and manner in which it and its employees perform the work, and in all respects, the FIRM's relationship and the relationship of its employees to the CRA shall be that of an Independent Contractor and not as employees or agents of the CRA. c. The FIRM does not have the power or authority to bind the CRA in any promise, agreement, or representation other than specifically provided for in this Agreement. 16. SEPARABILITY. If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this agreement shall be deemed valid and enforceable to the extent permitted by law. 17. ENTIRETY OF CONTRACTUAL AGREEMENT. The CRA and the FIRM agree that this Agreement sets forth the entire agreement between the parties. In addition, there are no promises or understandings other than those stated herein. 18. ASSIGNMENT OF SUBCONTRACTORS. The FIRM reserves the right to assign subcontractors with reasonable prior notice to the CRA Executive Director to this project to insure the quality of the job as well as on-time completion. However, the FIRM shall remain responsible for the completion of the terms of this Agreement. C:\Susan_ shared files\contracts\Web maintenance co*ract120 104.doc Nov 22 05 12:03p Jack of Arts, I nc. 561-742-5790 p.8 19. AMENDMENTS AND MODIFICATIONS. No amendments and/or modifications of this Agreement shall be valid unless in writing and signed by each of the parties. 20. NOTICE. All notices required in this Agreement shall be considered delivered when received by certified mail, return receipt requested, or personal delivery and if sent to the CRA, shall be mailed to: Douglas Hutchinson, CRA Executive Director Boynton Beach Community Redevelopment Agency 639 E. Ocean Ave. Suite 103 Boynton Beach, FL 33435 If sent to the FIRM, shall be mailed to: Jack of Arts, Inc. Jacqueline Nadel 1330 SW 26th Avenue Boynton Beach, F133426 21. INSURANCE. The FIRM shall obtain all insurance required by the CRA as shown on Attachment" A. which becomes a part of this Agreement. The insurance must remain in force throughout the terms of this Agreement. 22. MEDIATION. The parties to this Agreement desire to avoid the expense and delay caused by the filing of lawsuits. Therefore, it is agreed that in the event of any dispute or disagreement between the parties that a jointly-selected mediator shall conduct a mediation in an effort to resolve the issue(s) with each party to pay 50% of the mediator's fees. 23. VENUE. In the event any disputes arising out of this Agreement cannot be worked out by mediation, any and all lawsuits shall be filed in the 15th Judicial Circuit Court in and for Palm Beach County, Florida or the Southern District Court of Florida if filed in U.S. Federal Court. 24. INDEMNIFICATION. Each party agrees to indemnify and save harmless the other party from any and all claims by and on behalf of persons, firms or corporation arising from the conduct or acts of negligence of that party or anyone claiming by through or under that party under the terms of this Agreement or arising from any breach or c: \Susan_ shared files\contracts\ Web maintenance cofftract120 1 04 .doc Nov 22 05 12:04p Jack aT Arts, I nc. 561-742-5790 p.9 defaults on the part of that party to the other party in the performance of any provision of this Agreement. 25. ATTORNEY'S FEES AND COSTS. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorney's fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 26. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 27. PRIOR AGREEMENTS. Any prior agreements between the parties that are in conflict with the provisions contained herein are, to the extent of any such conflict, hereby superceded and repealed by this Agreement. 28. PUBLIC ENTITY CRIMES SWORN STATEMENT. The FIRM, by its execution of this Agreement, acknowledges and attests that neither the FIRM, nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the CRA, is a convicted vendor or, jf the FIRM or any of its affiliates has been convicted of a public entity crime, a period longer than 36 months has passed since that person was placed on the convicted vendor list. FIRM further understands and accepts that this Agreement shall be either voidable by the CRA or subject to immediate termination by the CRA, either in the event there is any misrepresentation or lack of compliance with the mandates of section 287.133, Florida Statutes. eRA, in the event of such termination, shall not incur any liability to FIRM for any work or materials furnished. 29. EFFECTIVE DATE. This Agreement shall be effective as of the last date it has been executed by all parties. WHEREFORE, the parties have signed this Agreement on the date first above written. FI~MC, ~\ '" ,-!J J,7 c~ By. " , C1~ By., ' / . I tii,<"lfP /~i'. ,Mtt'le~ f!-~ndrnt W . me Title eRA E' cutive Director ---- C:\Susan _shared files\contracts\ Web maintenance coiitract120 1 04.doc Nov 22 05 12:04p Witness: Jack of' Arts, I nc. 561-742-5790 Witness<:)f./5Ar0 t!'e f h(A. \.)(,C. C ,I' :.:::-lA.....?v?l U/.i ( JUl, (';..::'~ C:\Susan_shared files\contracts\Web maintenance co1hactI20104.doc p. 10 Nov 22 05 12:04p Jack of Arts, I nc. 561-742-5790 p. 11 Attachment "A" INSURANCE REQUIREMENTS I. Professional Liability THE FIRM agrees to provide professional liability insurance for the benefit of the CRA with combined single limits of $1,000,000 per claim and which insures against errors and omissions by THE FIRM, its sub contractors and other professionals. II. Worker's Compensation THE FIRM agrees to provide Worker's Compensation and Employer's Liability Insurance for the benefit of the firm's employees, if required by law. III. Indemnification In performing its services hereunder, THE FIRM will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. It is agreed that THE FIRM is not a fiduciary of the CRA. THE FIRM and its officers, directors, employees, agents, consultants and sub contractors shall indemnify and hold harmless the CRA or anyone claiming by, through or under the eRA or third parties, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the services under this agreement from any cause or causes, including but not limited to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or implied. V Automobile Liability THE FIRM agrees to provide automobile liability insurance covering all owned, hired and non-owned automobile equipment. Limits: Bodily Injury - $100,000 each person $300,000 each occurrence Property Damage - $ 50,000 each occurrence VI Certificates of Insurance Before commencing performance of this contract, THE FIRM shall furnish the eRA with a duplicate Certificate of Insurance for the required insurance as specified above, which shall contain the following: C:\Susan shared files\contracts\ W eb maintenance collkact 120 104 .doc Nov 22 05 12:05p Jack of" Arts, I nc. 561-742-5790 A) Name of insurance carrier(s). B) Effective and expiration dates of policies. C) 30 days written notice by carrier of any cancellation or material change in any policy. D) Certificates of Insurance stating that the interests of the CRA are included as an additional named insured, and specifying the Project. Such insurance shall apply despite any insurance which the CRA may carry in its own name. C:\Susan_shared files\contracts\Web maintenance cohlract120104.doc p.12 ~ov 22 05 12:05p Jack of Arts, Inc. 561-742-5790 ~ C,:?LLi .~~"~~:,JO}CE r=OR \fJEa.HOST~~\~G COMPANY Hosted Server Web Space Monthly Transfer FTP accounts SSI Server Side Includes DNS Management Email Accounts Web Mail E~mail Virus Scan ASP .NET Firewall Daily Backups SSL Secure Server Monthly Cost SEPTEMBER 15,2005 BOYNTON BEACH CRA CONTACT: DOUG HUTCHINSON 1&1 Windows 2003 2 GB 30 GB 25 Yes Yes 300 Yes Yes Yes Yes Yes Yes Yes $19.95 Domain Name Registration: S35.00/Year- from 7/14/05- 7/14/06 We need to bill for 6 months at a time for a total of $119.70. July 7, 2005 - January 7, 2006. $119.70 Due for Juty 7,2005 - January 7.2006. $ 35.00 Domain Name Total Due: $154.70 Please make check payable to Jack of Arts, Inc. -# - Pel.'; 00 '). <1& V (1/ >>!r.~- Sincerely, Jacqueline Nadel ~.&i~ cf a.$, 'Ir..o. ^ COWMU"'l(Al'ONS G.oup AIt =--=- \\It-€.flE ~TTv1 ~lS ^ "'^'I Of Lrt.'... 1330 SW 26TH AVE BOYNTON BEACH, FL 33426 561-742.0804 · FAX: 561-742-5790 EMAIL: JACKIE@JACKOARTS.COM \VI \VI \VI I ^ r- V "'" AnT C' r "'" ,,~ p.13 BOYNTON BEACH 12/12/2005 Jackie Nadel Jack of Arts, Inc. 1330 SW 26th Avenue Boynton Beach, FL 33426 Dear Jackie: Please use this letter as authorization to extend our web site contract, which expires of December 16, 2005, until February 15,2006. Our agency will re-bid the service and you will be notified when the bid opening will occur. Thank you, tLJ+~ Robert T. Reardon Comptroller BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 639 E. Ocean Ave. Ste. 103 Boynton Beach, FL 33435 Office: 561-737-3256 · Fax: 561-737-3258 www.boyntonbeachcra.org MEMO To: CRA Board From: CRA Staff Date: December 15, 2005 Subject: Monthly Report to the Board Administration: 1. Trolley Operations: a. Staff met with trolley operator to evaluate existing routes and make revisions to improve service. (LB, VB, MA, RR) b. Clay Shaw's advised approval of the $250,000 grant for Boynton Beach Trolley Transit. (LB) 2. Business Genesis Program: a. PIT Staff, Wesley Saintlouis is acting as Small Business Development Coordinator for the program and is working to improve participant satisfaction by conducting a program survey. Staff is developing a database of businesses "In/Out" within the CRA district. (LB) 3. Police/Community Center: a. The board approved the re-absorption of the police unit by the City with the CRA providing office space at 119 MLK Boulevard and a grant to update the facility. (LB) 4. Staffing: a. Effective December 14, 2005, Susan Harris has joined the CRA in the capacity of Finance Assistant. Susan is a highly educated professional with extensive experience in finance and communications. (LB & RR) Staff is in the recruitment phase for a CRA Planner. (LB & VB) 5. Computer/Phone Systems: a. Installation of the new CRA phone system linking suites 103 & 107 together and voicemail has been implemented. (RR) 6. Projects: . Old High School Project RFP will be ready for publication by January 2006. (LB) . Staff met with the principals of 500 Ocean (fka the Arches) to determine construction schedule. The project is scheduled for demolition in December and a sales office opening January 2006 (LB & VB) . Principal of The Promenade advised building plans to be submitted by year-end to City. (LB) . Ocean One project is back on track and presenting project preview on 12/15/05. (LB) Server T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\MONTHL Y REPORTS\Monthly Report to the Board 12-2005.doc 7. Insurance: · Staff bidding general lines of insurance to determine coverages, rates and/or carriers. (LB & RR) 8. Contracts: · Staff sent contract termination letter request to HVS for non- performance of the Hotel Feasibility Study and received $18,000 deposit returned; plus, 8/1/05 letter stating study findings. (LB) City Commission Action: · Denied Majestic Gas Request from Relief for the 6' solid stucco masonry wall. Owner has met with staff to discuss future plans for the site. (LB & VB) Planning & Development: 1. Heart of Boynton (VLB) a. Negotiated contracts for two properties in Phase I (Edwards and Scarpulla) b. Met with principal of Ocean Breeze re: Direct Incentive c. Sent out MOU to HOB self-assembly members. d. Arranged meeting for HOB self-assembly group. (No show). e. Drafted terms of development agreement for Carolyn Young. f. Met w/Lythia Thomas re: selling her property. g. Ordered surveys for self-assembly parcels. h. Spoke to eminent domain atty. Re: self-assembly parcels. 2. Affordable Housing (VLB) a. Organizing Workforce Housing Joint Workshop 3. 2030 Plan, Design Guidelines & LOR revisions (VLB): a. Waiting for final direction regarding density to complete documents. 4. Mangrove Purchase (VLB) a. Diocese to respond in late December 5. Marina Purchase (LB) (VLB) a. Conference call with attorneys to negotiate contract b. Met with Steve Scaggs to resolve issues c. Set up meeting with Sea Mist on 12/16 d. Ordered updated survey for marina 6. Development Activity (VLB) (LB): a. Attended SEBOF meeting b. Met w/Marc Fender (Ocean Plaza) re: SEBOF c. Call/Craig Breitly re: City Limits Club relocation d. Pre-app meeting - Dubose/on N. Federal south of U-Haul e. Met w/Craig Pheiffer re: Ann Marie Motel site. f. Attend TART for Gulfstream Gardens II Server T:\AGENDAS. CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\MONTHL Y REPORTS\Monthly Report to the Board 12-2005.doc g. Call/Barbara Bradshaw re: N. Federal self-assembly h. Met w/Koby Cohn re: Yachtman's Plaza site plan i. Attended pre-app w/Jim Rimbaud re: BB Blvd. self-assembly j. Met w/Ryan Weischfish re: 500 Ocean Plaza k. Met w/ln Town development re: HOB I. Met w/Roger Patel re: redeveloping on BB Blvd m. Met w/Sid Von Rosepunt re: N. Federal townhouse project n. Attend pre-app Alex Zeles re: S. Federal townhouse project o. Met w/Jack White re: development at Old Dixie p. Met w/Sandy McClean-Coldwell Banker re: SEBOF/BB Blvd q. Met w/Richard Ervolino re: development sites r. Met/Strategic Realty re: sale of post office s. Attend INCA meeting re: Yachtman's Plaza redevelopment 7. Capital Improvement Projects (VLB) & (LB): a. S.E. 4th Street - Project returns to CRA Board on 12/15/05 for design direction b. Boynton Beach Promenade-Restroom facility in site plan approval process c. MLK Streetscape - 30% engineering plans complete; need to determine funding cycle d. Boynton Beach Blvd. Streetscape-30% engineering plans complete; need to determine funding cycle e. Seacrest Streetscape- - 30% engineering plans complete; need to determine funding cycle 8. Workshops: 1. Retail Demand Analysis contract to be expanded to include density analysis. 2. Housing Assessment and Feasibility Analysis to be completed the end of February. (VLB) Finance & Operations: 1. WIFI: The system remains in the BETA, or test mode. The City staff is currently interfacing with the vendor to activate the service. (RR & LB) 2. FY 2004.2005 Audit: Finance staff completed the financial audit for 2004-2005 and is awaiting the report from Linda Dufrense. (RR) 3. New Accounting Software: The new software platform "INCODE" is up and running. INCODES's implementation staff was on site and the new system is up and running. Currently, finance staff is waiting for the final journal entries from the Auditor to close FY 2004-2005. After that is accomplished a new budget will be distributed to the Board. (RR) 4. New DELL Server: The server is up and running. All migration of shared data files that reside on individual PC's has been accomplished. Nightly backups of data are now happening, thus Server T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTSIMONTHL Y REPORTSIMonthly Report to the Board 12-2005.doc safeguarding the data of the Agency. Agency data tapes will be rotated weekly and one set will be stored off site at the City's repository. (RR) 5. Workshops and Conferences: · Attended PBC Economic Summit - (LB) (VLB) Marketina & Communications: 1. Special Events (MAA/KB) A. Holiday Concert: All day event, located along Ocean Ave. in front of the Old High School, included children's activities from 1 :00 p.m. - 5:00 p.m., followed by musical guests on the main stage. Quintus Green's brother Charles opened for jazz headliner Copeland Davis. Secured sponsorship from Palm Beach Post and Knight Group, with food donated by Banana Boat, Two Georges and Hurricane Alley for the VIP Tent. Free event attracted over 500 people, and laid a great foundation for 2006 Events Program. B. Heritage Festival Concert: (MAA/LB) Tentatively scheduled for February 25, 2006, to coincide with month long cultural events focused on this year's theme of "Embracing Culture while Bridging Generations." Due to late date and lack of quality sponsorship, Staff recommends cancellation of concert, rather than risk producing a sub-par event. Staff suggests the Heritage Festival Committee approach the CRA Board to request a portion of the funds ($25,000) be allocated for promotion of cultural events already confirmed for Heritage Fest Month. Advertising dollars will need to include television and radio. C. Pirates of the Intracoastal: Postponed until CitylCRA selects date. Staff will visit Tampa in February to meet with Vince Pardo, Director Ybor City Development Corp., to review critical tools needed in pre-planning stage of events, in order for Boynton's Pirate festival to evolve and mirror success of Tampa's famous "Gasparilla Day." 2. Interlocal Agreement: (MA/LB) The Agency is currently exploring an agreement between the Boynton Beach CRA, City and Chamber of Commerce for an "Events" partnership. As some events may be large scale, consequently they will require extra planning, staffing and execution. The purpose of the agreement will be to communicate to all levels of the City, CRA and Chamber staff the event guidelines and delegate responsibilities, to ensure a unified effort and commitment from all parties. (MAA & LB). 3. Marketing A. Working with Jack of Arts, Inc. on updating eRA Website and links (ongoing). B. Liaison with Kidd Group, Inc. on Trolley advertising, signage, events, and map reprints. Reprints will include new Ocean Ave. Weekend Beach Trolley route, and extension of Congress Ave. route. C. Liaison with GRT Ad Services on CRA ad and cover article in 2006 Chamber of Commerce Visitor's Guide. Server T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\MONTHL Y REPORTS\Monthly Report to the Board 12-2005.doc Developing a Downtown for Boynton Beach Visioning Workshop We will discuss: . Where is it? . What will it look like? . What kinds of retail will it have? . Where will we park? . Action steps to achieve the vision. The workshop will be held on Wednesday, December 21st at 8:00 -10:00 a.m. in the Chamber conference room. Breakfast will be served. Please RSVP to 737-32-56 Molly's Trollevs 2625 Mercer Ave West Palm Beach, FL 33401 (561) 838-9511 TO: cc: FROM: DATE: RE: Robert Reardon Lisa Bright, Acting Director Boynton Beach CRA Molly Stahlman, Molly's Trolleys 11/28/05 Suspension of Services of the Ocean Avenue Trolley in Nov 2005 Dear Mr. Reardon Sir: I would like to address the following two issues: 1) The suspension for the Ocean A venue Trolley in Nov of 2005: Enclosed is an invoice for the suspension of the Ocean Avenue Trolley in the month of November. (Invoice Number 5991- Amount: $4,800) Per our conversation, the BB CRA entered into an agreement with Molly's Trolleys for a trolley for Ocean Avenue to begin the end of November 2004 (and to run thru October 2006- Basically 22 months) The contract specified that the trolley would be customized. The trolley specifications included: green in color, 2 doors (front and back), handicap accessible, the open air style, and customized exterior sign system. Although the custom trolley was not completed until June of 2005, Molly's Trolleys could have provided a different- substitute trolley- for the months, Nov 2004 thru June 2005, but the BB CRA opted to wait. Of a more pressing concern to the BB CRA was the Congress Avenue system and getting the trolley signs up for that system. In July of 2005 the custom Ocean Avenue trolley was completed. In August of 2005, Ocean Ave started running per the contract- 4 days a week Thursday thru Sunday from 11am to lOpm- ie: 48 hours a week. However, the need for night service has not yet been developed on the Avenue and after a few weeks, Molly's Trolleys agreed to just run days in September and October. In October, Molly's Trolleys was asked to suspend operation of that system until the development ofa route to the beach. The original contract called for 48 hours of service a week* 4 weeks/ month = 192 hours a month * $55= $10,560 a month. Although we were asked to SUSPEND SERVICE in Nov of2005, and we were able to assign drivers (and avoid layoffs) to other projects and avoid the variable costs of running, Molly's Trolleys still had to pay insurance and capital costs on this vehicle- the fixed costs. Based on info we provided in Apri12004, we estimate: fixed costs at: $33.25 and variable costs at $21.75. As an additional discount- We took out $8.25 of admin costs from the $33.25- to come down to $25 per hour * 192 hours= $4800 per month which is the fixed costs that Molly's Trolleys incurred on the Boynton Beach CRA's behalf. (for the Ocean Avenue trolley in the Month of November). 2) The cost of the Ocean Avenue Trolley in December 2005 - February 2006: The Ocean A venue trolley has been reduced from 192 hours a month to 49 hours a month. ( 7 hrs a day every Sat and Sunday (every weekend). 7 dates in December * 7 hours= 49 hours). HOWEVER, the Congress Avenue Route has been increased by 8.5 hours each Saturday and Sunday (times 2 trolleys each day)= An Additional 136 hours a month. (8.5 hours * 2 trolleys= 17 hours per day * 8 days per month= 136 hours) For a net difference (reduction) of 7 hours per month (192- 185 (49 plus 136= 185) = of 7 hours a month reduction). Since it is only a small difference- Molly's Trolleys will disregard the difference (andjust bill you the actual, less hours of 185). For your planning purposes, I estimate that the weekend work for the Congress Avenue trolley at: S7,480 a month. (8 dates a month * 8.5 hours a day * 2 trolleys= 136 hours a month *$55= $7,480a month for 2 trolleys) (In other words- for the next three months- for the service as proposed above- it is a wash- and we are fine. I propose if service changes in February 2006- we revisit this discussion) Respectfully Yours, MOLLY STAHLMAN, Molly's Trolleys BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetinl! Dates Turned into CRA Office 0 January 11, 2005 December 28, 2004 (Noon.) 0 February 8. 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 April 12,2005 March 29, 2005 (Noon) 0 May 10, 2005 April 26, 2005 (Noon) 0 June 9,2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM GJ Consent Agenda o Director's Report DATE: 12/15/05 SUBJECT: RFP Old High School Requested CRA Dale Final Materials Must be Turned into Meetinl! Dates CRA Office 0 July 12, 2005 June 28, 2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 September 13, 2005 August 30, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) 0 November 8, 2005 October 25,2005 (Noon) 0 November 17, 2005 November 29,2005 (Noon) . December 15 2005 0 Old Business 0 Legal 0 New Business 0 Future Agenda Items 0 Other Item SUMMARY PARAGRAPH: The Boynton Beach CRA purchased the "Old High School" from the City and as a community partner the CRA committed $550,000 in the 2005-2006 Budget catalyze the restoration process. Staff recommends the Boynton Cultural Centre, Inc. assume the administrative aspects of the first phase of a Request for Proposal (RFP) to determine future adaptive reuse of the Old High School. After issuance of the RFP, the Boynton Cultural Center will select members to serve on the selection committee of which a CRA board member will serve. Staff expects the RFP process to cost approximately $50,000. RECOMMENDATION: Approve the Boynton Cultural Centre as the managing entity of the Old High School to administer the RFP process to determine the adaptive reuse of the facility. FISCAL IMPACT: $50,000 AL TERNATIVES: Not approve the funding for the Old High School Request for Proposal process. T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\AGENDAS ITEM REQUEST FORMS\CRA Board Meeting 12-15- 05\Agenda 12-15-05-RFP Old High School.doc . ..... . ,:;k;oi,'I' I""~".'.','" . .. fc:',. f "" ,Ii t ' ". ~ Schoolhouse Children's Museum " I ( Jeannie Heavilin, CRA Board Chair Boynton Beach CRA 639 E. Ocean Avenue Suite 103 Boynton Beach, FL 33435 December 7, 2005 Dear Jeannie, /-' ;' On behalf of the Boynton Cultural Centre, we are pleased to partner with the CRA on the adaptive reuse of the former 1927 high school. These are exciting times and we look forvvard to working with you and your board. '/'/ ( At this time, we would like to request CRA Board approval to allocate the $50,000, which is set aside for this project to fund the RFP for the Master Plan Design and Implementation. Attached you will find a DRAFT proposal that staff is recommending to implement this task. The ultimate purpose is to hire an experienced firm to implement a community wide process that will identify the most practical use of the old building and strategies to fund it. We look forvvard to working with you, your board and staff to bring this project to fruition. Please feel free to contact Arleen Dennison or me if we can be of further assistance. / ",Ic Sin~~~y, ""~r ' /J'u'~ Brian Edwards President ;. i I 'I; i ,/1 cc. Lisa Bright, Interim CRA Director Ken Kaleel, General Counsel, Boynton Cultural Centre Attachments , .. 129 East Ocean Avenue Boynton Eeach Fl33435 (S6J) 74267[~O Fox (561\ 1426781 www,schoolhousemuseum,org Winner I BeSt Children's (Y1useum 'Palm BeaCh County 2003. 2004 and 2005' BOYNTON CULTURAL CENTRE, INC. Boynton Beach, FlOrida REQUEST FOR PROPOSAL MASTER PLAN DESIGN AND IMPLEMENTATION of the Former 1927 Boynton High School DUE ----------, 2005 tl1al1..11a.m. eastern standard time REQUEST FOR PROPOSAL MASTER PLAN DESIGN AND IMPLEMENTATION of the Former 1927 Boynton High School Mailing Address: Boynton Cultural Centre, Inc. c/o Schoolhouse Children's Museum 129 East Ocean Avenue Boynton Beach, FL 33435 (561) 742-6784 Fax (561) 742-6781 Actual Address: Directly west of 129 East Ocean Avenue, Boynton Beach, Florida 33435 Section 1 - The Project A. Background on the former 1927 High School The former 1927 Boynton High School is a two story school building located on the northeast side of Seacrest Blvd. and Ocean Avenue in downtown Boynton Beach. While it sits in the center of "Town Square", it is directly adjacent to the restored and renovated 1913 Boynton Elementary School that is listed on the National Register of Historic Places and utilized as a regional children's history museum; directly north of the Boynton Beach City Library which is currently going through reconstruction/expansion; northwest of the Recreation Department's Civic Center; and south of City Hall. The last time the facility was used as a High School was when the Class of 1949 graduated. It is now a city owned building that has been used primarily for storage over the past several years. The CRA has come forth to lead the financial effort to restore the 1927 building. Boynton Cultural Centre, Inc. who operates the adjacent Schoolhouse Children's Museum, has been identified by both the City of Boynton Beach and the CRA, as the most practical group to lead the effort to define the use of the building and operate it for cultural purposes. Several reports and studies exist on this facility that brought the community to the decision not to remove the building. The Bert Bender and Associates Report summarizes the structural, environmental and mechanical integrity of the building. The O'Gorman and Budano Team identify cultural uses of the facility. Currently, the long term owner of the building, City of Boynton Beach will continue to take responsibility of approving the partnership roles and the CRA is spearheading the effort to hire a restoration architect. The 1927 High School has been partially stabilized and treated so that it is possible to tour but not currently habitable. The exterior environment, occupying an entire city block with the adjacent museum is well maintained. Both building front Ocean Blvd. Parking rings the oside perimeter. Municipal offices including the Police Department and a parking garage are sited on the north side of NE 1st Avenue. Site improvements include a children's playground north of the children's museum, public restrooms and amphitheatre each of the museum and a vehicular drop off plaza in front of the museum. The Boynton Beach High School is a two story stucco building executed in a Mediterranean Revival style characterized by clay barrel tile on portions of three elevations. The front facade is flanked with flat roofed towers rising above the center wing and porches nicely detained with arched openings and Doric columns engaged to the wall on each side of the arch. The two story structure with a plan footprint of approximately 40,000 square feet dating to 1926-27 has classrooms and a gymnasium/auditorium on the second floor, with classrooms, administrative areas, a cafeteria area and service areas on the first floor. There are four stairs in the building and not elevator. The roof of the gymnasium consists of a modified bitumen roof on timber decking, heavy timber beams and steel bowstring trusses which bear on stucco clad structural clay tile walls. At the rear of the gymnasium is a stage area whose roof is the same shape as the gymnasium roof but its construction consists of wood decking and replacement plywood on wood joists and steal beams. Currently bleacher style seating surrounds the three side walls of the gymnasium. B. On the Adjacent 1913 Schoolhouse Children's Museum, a building with National Register of Historic Places designation In 1996, the Boynton Cultural Centre was established to undertake a very similar task with the 1913 Boynton Elementary School. The mission of the organization is to 3 encourage children and families who reside in or visit Boynton Beach and surrounding communities to learn about themselves and the history of Palm Beach County through a stimulating array of hands-on and interactive exhibitions, programs, activities and special events which focus on the richness and diversity of the local cultural heritage. In creating a focal point for the cultural renewal of Historic Boynton Beach, the Museum seeks to fulfill its mission in the following ways: 1. By building partnerships among area schools, libraries, historical societies, businesses, community organizations and local government entities. that are committed to offering programs which supplement and complement school curricula in social studies, applied science, humanities and fine arts. 2. By fostering parental involvement in their children's learning through programs and activities that families can enjoy together. 3. By supporting and facilitating the preservation and growth of local historic resources. The Boynton Beach Elementary School, built in 1913 and located at 129 East Ocean Avenue, is a two story structure of symmetrical design, retaining the original characteristics of its Masonry Vernacular style, highlighted by features such as rusticated concrete block construction, an arched entry porch and a bell tower. The school is historically significant, not only in terms of its architectural legacy, but also in terms of its role in the development of public education in southeast Florida. The Palm Beach County School Board used the building in the early 1990's for special programs such as English for Speakers of Other Languages (ESOL) and handicapped children's programming. Most recently it has gone through a $1.4 million renovation, restoring the original Dade pine floors, installing an elevator, a small kitchenette, track lighting and computer wiring capabilities. There is also one interior stairway within the building. Attached is a case statement developed for fundraising purposes outlining a 4 preliminary conceptual plan for the 1913 Schoolhouse. These drawings were not the final exhibit documents but they were instrumental in identifying adaptive reuse of the building, naming opportunities, along with the public interest and support of particular theme areas. The Schoolhouse Children's Museum attracts over 35,000 visitors with a strong emphasis in 2-8 year olds and +1,000 memberships each year in the four years it has been in operation. It has been Recipient of First Place in South Florida Parenting's tri-county Kid's Crown Award voted Best Children's Museum among family outings in 2003, 2004 and 2005 and named in MA's 2004 & 2005 Florida Destination Travel Directory as a "Must-See". Situated on Ocean Avenue in the heart of Boynton Beach, it draws visitors from local schools and families, residents from Jupiter to Fort Lauderdale and out-of-state tourist visiting throughout the year. The City of Boynton Beach and the Boynton Cultural Centre, Inc. received grants from the Florida Department of State, Historic Preservation Grant-in-Aid Program. The grants were made for the purpose of preserving the historic qualities of the property and for contributing to the historic character of the district in which the property is located. The City, as part of the grant requirements, has agreed to maintain the property in accordance with good preservation practices and the Secretary of the Interior's Standards for Rehabilitation. Section 2- Scope of Work A. Approach and Process in this Project The scope of work is defined as a comprehensive cultural centre/museum design Master Plan to include the following components: 1. Space Planning and Concept Development A. Frame the manner in which a two day community creative design workshop/focus group/charette process based on involvement from the surrounding demographics. Include neighborhood associations, condo associations, homeowner associations, organizations, businesses and 5 High School students to assure the final plan best serves the broad community. All travel expenses will be incurred by the consultant. The Boynton Cultural Centre will assume the expenses of conducting the workshop limited to invitations, refreshments, facility, photocopying and presentation equipment. B. Produce a defined adaptive reuse of the space, themes, markets served and programs taking in to consideration research of the community feedback and other countywide cultural organizations C. Identify and determine operations and income strategies for the building including food service, gift store, office, storage and rentals D. Maximize the utilization of the cultural resources of the 1913 and 1927 buildings, including benefits of submittal for National Register designation to the Department of Interior E. Explore fundraising strategies to include the identification of potential partners combining philanthropy, historic preservation and other government funding, arts and the humanities F. Preserve the cultural and historic integrity of the school while balancing and expanding economic opportunities by producing an economic impact summary report 2. End Product Deliverables A. Two hard copies and one CD master of an assessment report to be submitted by the contractor along with six conceptual renderings depicting potential/actual exhibition/schematics for marketing purposes as well as an estimated budget based on current market standards. In addition, the harmonious and congruent flow of the two historic facilities must be defined. B. Two hard copies and one CD master of a camera ready four color case statement that may be reproduced to assist in fundraising efforts. The Boynton Cultural Centre, Inc. would request that a time frame and fee 6 payment schedule be submitted for each of the above components of the design firm's requirements. B. Experience in the development and planning of cultural centre! museum exhibitions The exhibition design firm is requested to provide professional examples in written and photographic form of relevant projects. A minimum of (3) projects is required. The exhibition design firm is also required to provide minimum of (3) professional references with contact name, title, institution or business name, address and phone number. Please provide your firm's contact information as well. Section 3- Submittal Information A. The Boynton Cultural Centre will receive proposals until -----, at --- a.m. at the Schoolhouse Children's Museum, 129 East Ocean Avenue, Boynton Beach, FL 33435 to provide professional services for the cultural centre/museum Master Plan design relating to the former 1927 Boynton High School. B. Proposals received after the above stated time and date will not be considered. It shall be the sole responsibility of the applicant to have their proposal delivered to the Schoolhouse Children's Museum for receipt on or before the above stated time and date. Proposals that arrive after the above stated deadline as a result of delay by the mail service shall not be considered shall not be opened at the public opening, and arrangements shall be made for their return at the applicant's request and expense. The Boynton Cultural Centre, Inc. reserves the right to consider proposals that have been determined to be received late due solely to mishandling by our staff after receipt of the proposal and prior to the award being made. C. Proposals will be publicly opened and read aloud at the Schoolhouse Children's Museum, 129 East Ocean Avenue, Boynton Beach, FL 33435 immediately after ___ a.m., on ---. D. If there are any questions in regard to this request, please call: Arleen Dennison, Executive Director at 561.742.6784. 7 A pre-submittal conference will be held on -------at at Schoolhouse Children's Museum, 129 East Ocean Avenue, Boynton Beach, FL 33435, for clarification or to answer any questions pertaining to this Request for Proposal. All proposers are highly recommended to attend this conference, as no additional information will be given over the telephone and no additional meetings will be scheduled with the proposers to discuss the project. The issuance of a written addendum is the only official method whereby interpretation, clarification or additional information can be given. If any addendum(s) is issued to this Request for Proposal the Boynton Cultural Centre, Inc. will attempt to notify all prospective proposers who have secured same, however, it shall be the responsibility of each proposer, prior to submitting the proposal, to contact Boynton Cultural Centre Inc. at 561. 742.6784 to determine if any addendum(s) was issued to make any addendum acknowledgements as part of their proposal. E. FIVE (5) copies of the proposal shall be submitted in one sealed package clearly marked on the outside "FORMER 1927 HIGH SCHOOL EXHIBITION PROPOSAL", and addressed to: Arleen Dennison Executive Director Boynton Cultural Centre, Inc. 129 East Ocean Avenue Boynton Beach, FL 33435 F. Proposals shall clearly indicate the legal name, address and telephone number of the applicant (firm, corporation, partnership or individual). Proposals shall be signed above the typed or printed name and title of the signer. The signer shall have the authority to bind the applicant to the submitted proposal. Applicants must note their Federal 1.D. number on their proposal. G. Any/all expenses for making proposals to the Former 1927 High School are to be borne by the applicant. 8 H. The applicant is asked to submit a sample draft contract with the Request for Proposal for review. The Boynton Cultural Centre, Inc. reserves the right to modify the contract language prior to execution. The actual scope of service and the contract price will be negotiated .following selection of the top firm. The scope of services will closely track the scope of work detailed in this Request for Proposal. The Boynton Cultural Centre, Inc. reserves the right to include additional provisions if the inclusion is in the best interest of the Boynton Cultural Centre, Inc. Section 4 General Information and Selection Criteria A. The proposal should be designed to portray how the applicant's range of services will best assist with the restoration and renovation of the Former 1927 High School as both a cultural centre/museum and historical site. In order to evaluate the capabilities of all firms, each proposal shall include, at a minimum, the following information: 1. Experience of the firm with similar projects especially those with historical restoration and renovation significance. 2. It is essential that the project be supervised and carried out by personnel possessing training and experience appropriate to the nature of the project. The proposal shall include: a) The names and positions of each professional to be assigned to this project include familiarity with cultural centers/museums and with historical restoration and renovation projects. b) The estimated amount of involvement expressed as a percentage of time, of each of the staff members. c) The willingness and ability to complete the project within the time and budget constraints considering the firm's current and projected workload. d) Resumes of academic training and employment in the applicable 9 fields. e) Evidence of possession of required licenses or business permits. f) Evidence of any previous experience in projects of a similar nature- provide contact names and phone numbers along with project names and appropriate agency contacts. 3. Reference listing, including contact names and phone numbers. 4. A list of all lawsuits in which the firm has been named as a party in the past two (2) years. B. The Boynton Cultural Centre, Inc. will provide a panel selected from its Board of Directors, the CRA, staff and/or committee members. Firms may be asked to make formal presentations to the panel, which will evaluate and rank the top three firms and make a final selection for this project. The consultant will incur any and all travel expenses. The Boynton Cultural Centre, Inc. reserves the right to: , Award the contract for the work described by the Request of Proposal to produce the most favorable end result for the Boynton Cultural Centre, Inc. Waive any defect, irregularity or informality in any Proposal or Request for Proposal procedure Reject or cancel any or all Proposals Reissue an invitation for a Request for Proposals Extend the Request for Proposals opening time and date Procure any item by other means Increase or decrease the scope as specified in the Request for Proposal due to unanticipated limitations and/or needs or after an award as mutually agreed upon by the applicant Consider and accept any alternate proposal as provided herein when most advantageous to the Boynton Cultural Centre, Inc. ~ ~ ~ ,\-, r ~ ~ ". Bidder is deemed to have knowledge of all applicable state laws, municipal ordinances and rules and regulations of all authorities having jurisdiction over 10 construction of the project. C. Insurance The consultant shall secure and maintain in force, throughout the duration of this project, comprehensive general liability insurance with a minimum coverage of $500,000 per occurrence and $1,000,000 aggregate for personal injury; $500,000 per occurrence/aggregate for property damage; professional liability insurance in the amount of $1,000,000; and Workers' Compensation coverage as required by statutory limits. Certificates of coverage as required by this section shall be provided prior to a Purchase Order being issued. D. The following items are attached with the proposal in Appendix A and must be completed and submitted with any proposal in order to have a valid submittal. They are: 1. Anti-Kickback Affidavit 2. Minority-Owned Business Statement 3. Insurance Advisory Form 4. Confirmation of a Drug Free Workshop 5. Bidders Acknowledgement E. Appendix B includes a floor plan. F. Attachments include: · Mission Statement and Goals and Objectives · Former 1913 Schoolhouse Fundraising Case Statement and exhibition plan · Boynton Beach The First 100 Years, which is factual research on the history of Boynton Beach. · Space Needs Plan completed by the Boynton Cultural Centre, Inc. · 2004 Market Research Study conducted by Triangle 2 1 1 G. Each entity, by submission of a proposal, acknowledges that in the event of any legal action challenging the award of the project, damages, if any, shall be limited to the actual cost of the preparation of the proposal. 12 STATEMENT OF NO BID 13 APPENDIX A Proposal Submittal Forms 1. Anti-Kickback Affidavit 2. Minority-Owned Business Statement 3. Insurance Advisory Form 4. Confirmation of a Drug Free Workshop 5. Bidders Acknowledgement These forms must be completed and submitted with all proposals. 14 APPENDIX B FLOOR PLANS 15 AITACHMENTS 16 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetine Dates Turned into CRA Office 0 January 11, 2005 December 28, 2004 (Noon) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 Apnl 12,2005 March 29, 2005 (Noon) 0 May 10,2005 Apnl 26, 2005 (Noon) 0 June 9,2005 May 26, 2005 (Noon) :\'A TURE OF AGENDA ITEM o Consent Agenda o Director's Report DATE: 12/15/05 SUBJECT: 4TH Street Upgrades Requested CRA Date Final :\laterials Must be Turned into Meetine Dates CRA Office 0 July 12,2005 June 28,2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 September 13, 2005 August 30, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) D November 8, 2005 October 25, 2005 (Noon) D November 17, 2005 November 29,2005 (Noon) . December 15 2005 D Old Business D Legal D New Business 0 Future Agenda Items D Other I tern SUMMARY PARAGRAPH: At the CRA Board Meeting of August 9, 2005, the board approved a preliminary streetscape design for the 4th Street drainage project. The board's approval of this project provided designated funding from bonds one and two in the amount of $200,000 for design costs in FY 04-05 and $750,000 in FY 05-06 and FY 06-07. All other construction and design costs for 4th street will be incurred by the City. If the cost of this project was borne solely at CRA expense at a later date it would most likely cost several million dollars. The City Manager has requested the CRA Board revisit the preliminary design concepts and provide staff clear direction to move forward with the implementation. RECOMMENDATION: Streetscape Project. Provide approval and direction for the 4th Street Drainage and FISCAL IMPACT: $975,000 AL TERNATIVES: Not approve the design concepts and funding sources. i~) j 'f ' (/) ( .t Staff L/ TIAGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTSIAGENDAS ITEM REQUEST FORMSICRA Board Meeting 12-15- 0514th Street Upgrades-12 .1505doc , -I !o -I }> r , .", ':0' o c.... m! ()! -I' en s:: C/? -I o':~ Vi ~ 0:; <,7 ()OJ"'<l:D ~Ito ::,- ::J 10 OJ ,ro C/? C/?!::l ~ i0;~ .g a. OICPro~:"'O ~ 2 i 3 , co !~. ~ '"'0 ro ~ !.9, ~ '~ )> ::::;31 ~g; 'to ::l ~!c;rl () ::y o i ~; en c:: '0- io '~ }> C/?g' ::::1 ::l ~""C/?IJJ.t>roo. ~ "" ~ ro Ql r- ~ ~ :::rl- VI 0" ^() ::J }>,W VI ro iiJ c:.,! ro 0" (i5 i~ ; 3 )> o~ ::J 2! 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Mr. Hutchinson said there was no relation between the two items. Vice Chair Tillman asked where the money would come from to fund the additional $200K for the mitigation in Jaycee Park. Mr. Hutchinson responded that it was part of the bond issue and was accounted for in the numbers already approved for the Promenade project. Ms. Horenburger thought agenda items should specify the source of funds: T.I.F., general fund, or bond funds. Mr. Hutchinson will specify this in the future. Motion Vice Chair Tillman moved approval of the Interlocal Agreement between the City of Boynton Beach and the CRA regarding the Boynton Beach Promenade Project Extension. Mr. DeMarco seconded the motion that passed 7-0. C. Consideration of 4th Street Project Upgrades Mr. Hutchinson declared that the 4th Street Drainage project was about to commence. CRA and/) / City Planning staff had been meeting to design streetscape components into the drainage project. G Staff recommended the CRA provide $200K in design costs for fiscal year 2004-05, and $75D,QQO / in construction in fiscal years 2005-06 and 2006-07. Mr. Hutchinson commented that this would~_ cover over 4,000 lineal feet. The City is picking up about $164Kof the total design cost and will / "', contribute about $lM to the construction itself. --- Vice Chair Tillman asked tt:enefit to the CRA of spending this money. Mr. Hutchinso~-~~idthat. the result of not spending~lt was a street with no sidewalks and a bar ditch down the middle of the road. To come in and r rofit this would call for another $lM of taxpayer money. If the CRA had to do this on its own, I ~ould cost several million dollars more. He felt it was a good partnership between the City and the~RA. ---~............. . -~ Motion ------------- ._-- Ms. Horenburger moved approval of item VI-C, 4th street PrOJect Upgrades. Vice Chair Tillman seconded the motion that passed 6-1, Mr. Fenton dissenting. D. Consideration of the Promenade Direct Incentive Agreement Extension Request Mr. Hutchinson explained that Boynton Waterways Investment Associates had been working diligently to negotiate with a general contractor to complete the project, but due to the intense demand for contractors, had not reached a point where they could apply for a building permit. Mr. Hutchinson felt they were making a lot of progress and did not believe there would be multiple requests for extensions. The City Commission granted a Development Order approving 5 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetine Dates Turned into CRA Office D January 11, 2005 December 28, 2004 ("Joan) D February 8, 2005 January 25, 2005 (Noon) D March 8,2005 February 22, 2005 (Noon) D Apnl 12,2005 March 29, 2005 (Noon) D May 10, 2005 April 26, 2005 (Noon) D June 9,2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM D Consent Agenda o Director's Report DATE: 12/15/05 SUBJECT: 4 TH Street Upgrades Requested CRA Date Final Materials Must be Turned into Meetine Dates eRA Office 0 July 12,2005 June 28, 2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 September 13, 2005 August 30, 2005 (Noon) 0 October 11, 2005 September 27, 2005(Noon) 0 November 8,2005 October 25,2005 (Noon) 0 November 17,2005 November 29,2005 (Noon) . December 15 2005 0 Old Busmess 0 Legal 0 New Business 0 Future Agenda Items D Other I tern SUMMARY PARAGRAPH: At the CRA Board Meeting of August 9, 2005, the board approved a preliminary streetscape design for the 4th Street drainage project. The board's approval of this project provided designated funding from bonds one and two in the amount of $200,000 for design costs in FY 04-05 and $750,000 in FY 05-06 and FY 06-07. All other construction and design costs for 4th street will be incurred by the City. If the cost of this project was borne solely at CRA expense at a later date it would most likely cost several million dollars. The City Manager has requested the CRA Board revisit the preliminary design concepts and provide staff clear direction to move forward with the implementation. RECOMMENDATION: Streetscape Project. 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G) .., III :J - :J n o 3 Ctl Meeting Minutes Continuation of August 9, 2005 Meeting Boynton Beach, Florida August 30, 2005 done in 2004 has funds specifically set aside for funding this agreement. The formal agreement contains easements, exchange of rights-of-way, maintenance, and other provisions in order to move the project forward. Mr. Fenton inquired how much money had been spent to acquire the Hall property, and Mr. Hutchinson responded, $1.6M, the amount settled on in the court arbitration action. Ms. Horenburger asked how this related to the Consideration of the 4th Street Project Upgrades, the next item on the agenda. Mr. Hutchinson said there was no relation between the two items. Vice Chair Tillman asked where the money would come from to fund the additional $200K for the mitigation in Jaycee Park. Mr. Hutchinson responded that it was part of the bond issue and was accounted for in the numbers already approved for the Promenade project. Ms. Horenburger thought agenda items should specify the source of funds: T.I.F., general fund, or bond funds. Mr. Hutchinson will specify this in the future. Motion Vice Chair Tillman moved approval of the Interlocal Agreement between the City of Boynton Beach and the CRA regarding the Boynton Beach Promenade Project Extension. Mr. DeMarco seconded the motion that passed 7-0. C. Consideration of 4th Street Project Upgrades Mr. Hutchinson declared that the 4th Street Drainage project was about to commence. CRA and) City Planning staff had been meeting to design streetscape components into the drainage project. G Staff recommended the CRA provide $200K in design costs for fiscal year 2004-05, and $750,000(. in construction in fiscal years 2005-06 and 2006-07. Mr. Hutchinson commented that this would ~" cover over 4,000 lineal feet. The City is picking up about $164Kof the total design cost and will,', contribute about $lM to th7struction itself....... '. - Vice Chair Tillman asked t e benefit to the CRA of spending this money. Mr. Hutchinson said that the result of not spending it was a street with no sidewalks and a bar ditch down the middle of the road. To come in and r rofit this would call for another $lM of taxpayer money. If the CRA had to do this on its own, I ould cost several million dollars more. He felt it was a good partnership between the City and fhe.~~. ~-~, Motion ~_..._.___ .. .'_ Ms. Horenburger moved approval of item VI-C, 4th Street Project Upgrades. Vice Chair Tillman seconded the motion that passed 6-1, Mr. Fenton dissenting. D. Consideration of the Promenade Direct Incentive Agreement Extension Request Mr. Hutchinson explained that Boynton Waterways Investment Associates had been working diligently to negotiate with a general contractor to complete the project, but due to the intense demand for contractors, had not reached a point where they could apply for a building permit. Mr. Hutchinson felt they were making a lot of progress and did not believe there would be multiple requests for extensions. The City Commission granted a Development Order approving 5 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetinl! Dates Turned into CRA Office D January II, 2005 December 28,2004 (Noon.) D February 8, 2005 January 25, 2005 (Noon) D March 8, 2005 February 22, 2005 (Noon) D April 12,2005 March 29, 2005 (Noon) D May 10.2005 April 26, 2005 (Noon) D June 9, 2005 May 26, 2005 (Noon) NA TURE OF AGENDA ITEM [] Consent Agenda D Director's Report DATE: 12/15/05 Requested CRA Date Final Materials Must be Turned into Meetinl! Dates CRA Office D July 12,2005 June 28, 2005 (Noon) D August 9, 2005 July 26, 2005 (Noon) D September 13, 2005 August 30, 2005 (Noon) D October 11, 2005 September 27, 2005(Noon) [] November 8, 2005 October 25,2005 (Noon) D November 17, 2005 November 29, 2005 (Noon) . December 15 2005 D Old Business D Legal D New Business D Future Agenda Items D Other Item HR Study Implementation SUMMARY PARAGRAPH: In July 2005 the board entered into an agreement with Florida Employer Solutions (FES) to conduct a classification and pay analysis of current CRA job descriptions and provide an updated organizational structure. At the November 17, 2005 CRA Workshop, the board heard the presentation and results of FES. Staff has reviewed and analyzed the data provided by FES and is seeking direction from the board on implementation of FES recommendations. SUBJECT: RECOMMENDATION: Provide staff direction for implementation of an updated CRA Classification and Pay Plan. FISCAL IMPACT: ALTERNATIVES: Not make recommendations for implementation. I' ~ tJ: I .~ '. Staff . T:\AGENDAS, CONSENT AGENDAS. 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Dates Turned into eRA Office D January 11,2005 December 28, 2004 (Noon) D February 8, 2005 January 25 2005 (Noon) D March 8, 2005 February 22, 2005 (Noon) D Apn112,2005 March 29, 2005 (~oon) D May 10,2005 April 26, 2005 (j\;uun) D June 9, 2005 May 26,2005 (Noon) NA TURE OF AGENDA ITEM . Consent Agenda D Director's Report DATE: 12/3/05 SUBJECT SUMMARY PARAGRAPH: Requested eRA "'lectin!! Dates D July 12, 2005 D August 9, 2005 o September 13, 2005 o Octoher II 2005 o "uvemher 8, 2005 D Novemher 17, 2005 . December 13,2005 D Old Business o New Business Date Final Materials Must be Turned into eRA Offiee June 28, 2005 (Nooni July 26, 2005 (Noon) August 30, 2005 (Noon) September 27, 2005(Noon) Octoher 25,2005 (1\oon) Novemher 29,2005 (1\oon) o Legal o Future Agenda Items o Other Item The CRA has been working for several years to assemble the land referred to as Phase I in the Heart of Boynton Redevelopment Plan in order to develop a catalyst proJect. Mr, Scarpulla is willing to sell his multi-family property which is located In Phase I for $330,000 This price is consistent with other Improved properties recently purchased by the CRA in the area, Mr, Scarpulla was scheduled for eminent domain proceedings RECOMMENDATION: Purchase the property from Mr, Scarpulla for $330,000 This will remove this parcel from eminent domain proceedings FISCAL IMPACT: $330,000 plus closing costs and attorneys fees AL TERNATIVES: Do not purchase eRA STAFFL/~1i:h ViVian L Books Planning Director TIAGENDAS, CONSENT AGENDAS. MINUTES & MONTHLY REPORTSIAGENDASlscarpulla doc BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY AGREEMENT FOR PlJRCHASE AND SALE OF REAL PROPERTY This Agreement for Purchase and Sale of Propel1y (hereinafter the "AgreemenC). is made and entered into as of the day of_______. 2005. by and between BOYNTO:\ BEACH COMMUNITY REDEVELOPMENT AGENCY" (hereinafter referred to as "Buyer") and Victor Scarpulla (hereinafter referred to as "Seller'} In consideration of the mutual agreements set forth below, the pal1ies agree as follows: 1.0 Definitions. The fol1owing tem1s \vhen used in this Agreement shal1 have the fol1owing meanings: Buyer. BOYNTON BEAel I COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and public. created pursuant to Chapter 163 of the Florida Statutes. 1.1. Closing. The delivery of the Deeds to Buyer concurrently \vith the delivery of the Purchase Price to Seller. 1.2. Closing Date. The date of the Closing as determined in accordance \vith Paragraph 10 below. 1.3. Deed. One (I) Statutory General Warranty Deed which shall convey the Propel1y from Seller to Buyer. IA. Effective Date. The date that this Agreement is executed by the last pal1y to sign it. Pal1y for purposes of this section only are Seller and Buyer. 1.5. Govemmental Authoritv. Any federal. state. county. municipal or other governmental depal1ment, entity, authority, commission, board, bureau, court agency or am instrumentality of any of them which hasjurisdiction over the Property. 1.6. Governmental Requirement. Any law. enactment statute. code, ordinance. rule. regulation, judgment decree. \".Tit, injunction. franchise, permit, cel1ificate. license, authorization, agreement or other direction or requirement of any Governmental Authority now existing or hereafter enacted, adopted. promulgated. entered. or issued applicable to the Propel1y. or to any appul1enances, structure. use of facility. on or adjacent to. the Propel1y. 1.7. Propel1v. That certain real propel1y located in the City of Boynton Beach, Palm Beach County, Florida. and more pal1icularly described on Exhibit "A" attached hereto and made a pal1 hereof, together with al1 improvements. property rights, easements, privileges and appul1enances thereto. 1.8. Purchase Price. The price the Buyer shall pay the Seller for the Propel1y as more set forth in Paragraph 3 belo\\'. 1.9. Seller. For purposes of this /\greement. the Seller of the Property. 1.10. Title Commitment. A title insurance commitment issued by or written on the Title Company, agreeing to issue the Title Policy to Buyer upon payment of the Purchase Price and recording of the Deed and execution and recording (if applicable) of other closing documents. 1.11. Title Companv. The title insurance company, licensed and authorized to conduct business in the State of Florida as selected by Buyer. 1.12. Title Policy. An ALTA Form B Owner's Title Insurance Policy in the amount of the Purchase Price, insuring Buyer's title to the Property, subject only to the Permitted Exceptions. 2.0 Deposit and Right to Close. 2.1. For good and valuable consideration of the deposit set forth below paid by Buyer to Seller, Seller herby grants to Buyer and Buyer hereby accepts from Seller the right to purchase and acquire the Property from Seller on the tem1S and conditions hereinafter set forth such that the payment of the Purchase Price shall be as set forth in Section 3.0. Buyer shall place a non-refundable deposit of Ten Dollars ($10.00) with Buyer's Agent, receipt of which is hereby acknowledged, who shall tender said amount to Seller on the date this Agreement is effective. This deposit and any deposit held pursuant to Section 2.3 shall be subtracted from the total purchase pnce. 2.2. Upon or before the Effective Date, Buyer shall give Seller notice that Buyer has elected to close in accordance with this Agreement. Whereupon, Seller shall be obligated to provide to Buyer all prior title policies and surveys in its possession pertaining to the subject real Property. 2.3. Upon exercise of the right to close, Buyer shall place a second deposit of N/A Dollars ($0.00) with Buyer's Agent. 2.4. If Buyer does not exercise this right to close within the period stated above in Paragraph 2.1, this right of the Buyer shall automatically and immediately terminate without notice and the parties shall automatically be released from further liability hereunder. In the event Buyer fails to exercise this right, Seller shall retain the deposit sum paid as stated in Section 2.1 as the sole and exclusive remedy for failure of Buyer to close. 3.0 Purchase Price. The total Purchase Price for the Property to be purchased by the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, from the Seller, is the sum Three-Hundred and Thirty Thousand Dollars ($330,000.00). Included within the purchase price is $10,000.00 for business relocation and $ 1,000.00 for business search. The purchase shall be contingent upon the following: 3.1. Buyer's receipt of an appraisal for the Property reflecting that the Property has a fair market value equal to or exceeding the purchase price unless purchase is otherwise approved by the CRA Board. 3.2. Approval of the Agreement by the Buyer. CRA Board, on or before December 15,2005. 2 3.3. The Buyer's obligation to close on the Property is contingent on Buyer acqumng the parcel for the sum total of Three-Hundred and Thirty Thousand Dollars ($330,000.00). 3.4. Buyer's obligation to consummate the transaction referenced herein is contingent on the Seller conveying the real Property free and clear of all liens, leases. claims ~nd interest of third parties. 4.0 Inspections. Buyer shall have until the "closing date" to make any inspections it deems necessary (the "Inspection Period"). During the Inspection Period, Buyer may determine that the Property has adequate services available and that all FederaL State, County and local laws. rules and regulations have been and are currently being complied with relative to the Property. This Agreement is contingent upon Buyer, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit and an asbestos survey v.:hich may include sampling of the Property. Seller consents to all sampling that may be required to complete the asbestos survey. In the event that the Phase I Environmental Audit reveals the existence or the potential existence of contamination, hazardous conditions, hazardous waste or other adverse conditions as defined by applicable Federal and State Statutes, Rules and Regulations, then Buyer shall have the right of obtaining a Phase II Audit of the Property. In the event that any inspections and any review of documents conducted by the Buyer relative to the Property during the period prior to the Closing Date or any extensions of such Closing Date prove unsatisfactory in any fashion. the Buyer, at its sole discretion, shall be entitled to terminate this Agreement by providing written notice to Seller and receive an immediate refund of any deposits made pursuant to Paragraph 2.3 only or proceed to closing as set forth herein and neither party shall have any further obligations under this Agreement. 5.0 Evidence of Title. 5.1. Deliverv of Title Commitment. Within tvventv (20) de1\S of the Buver's '" / -' "'. BBCRA Board approval of the right to purchase, Buyer shall obtain a Title Commitment. at Buyer's cost, and shall deliver a copy of the Title Commitment to Seller's attorney vvithin three (3) days of receipt of the title commitment. 5.2. Marketable Title. Seller shall convey marketable title to the Property, subject to the Permitted Exceptions. Marketable Title shall be determined according to the Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have ten (10) days from the date of receiving the Title Commitment to examine same. If title is found defective, Buyer shall within ten (10) days of receiving the title commitment notify Seller in v".Titing of any specific title defects. If Seller has not received written notice from Buyer of a title defect Buyer shall waive any title objections. and accept the title in its existing condition. The Buyer's notice of the title defects shall include a statement of how the defects should be cured. If said defects render title unmarketable (other than encumbrances that would otherwise be paid at closing), Seller shall have fifteen (15) days from receipt of notice within which to remove said defects, providing that Seller shall not be obligated to spend more than S I 0.000.00 or initiate litigation in order to cure or correct any noticed title defect: and if Seller is unsuccessful in removing such defects within said time. Buyer shall have the option of either accepting the title in its existing condition without a reduction of the Purchase Price. or of tenninating this Agreement , .1 by sending written notice of termination to Seller within ten (l 0) days after being notified by Seller that Seller was unsuccessful in removing such defect(s). Upon termination of this Agreement, neither Buyer nor Seller shall have any further rights or obligations hereunder except as provided in this Agreement. Seller agree that if title is found to be unmarketable, Seller will use diligent efforts to correct all defects in title, within the time provided therefore, and subject to the limitations stated above. 6.0 Survev. Prior to the Closing Date, Buyer may obtain at its expense a survey (the "Survey") of the Property showing all improvements thereon prepared by a land surveyor or engineer registered and licensed in the State of Florida. The Survey shall show the legal description of the Property to be the same as Exhibit "A" attached hereto. The Buyer may require any reasonable revision to the legal description so long as any such revision does not result in Seller being required to convey any lands or rights other than those described to be within the Property described on Exhibits "A" attached hereto. Any objections must be delivered to Seller's attorney no later than twenty (20) days prior to Closing Date. 7.0 Seller's Representation. Seller hereby represents and warrants to Buyer as of the Effective Date and as of the Closing Date as follows: 7.1. Seller's Authoritv. Seller has legal right and ability to sell the Property pursuant to this Agreement. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated by this Agreement is within Seller's capacity and all requisite action has been taken to make this Agreement valid and binding on Seller in accordance with its terms. 7.2. No Legal Bar. The exception by Seller of this Agreement and the consummation by Seller of the transaction hereby contemplated does not, and on the Closing Date will not, result in a breach of, or default under, any indenture, agreement, lease, instrument, pending guardianship, obligation or the agreement of limited partnership, limited partnership certificate of related instruments affecting the Seller. to which Seller is a party and which affects all or any portion of the Property, or to Seller's knowledbc, constitutes a violation of any Governmental Requirement. 7.3. No Default. Seller is not in default under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement to which Seller is a party and which affects any portion of the Property. 7.4. Title. Seller is the owner of marketable title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions and encumbrances of records which will be paid at Closing. 7.5. Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. 7.6. Parties in Possession. There are parties other than Seller in possession of the Property as lessees in connection with the current use of the Property. Such lessees do not have written leases and are on a month-to-month arrangement with the Seller. Seller may continue to 4 allow use by such lessees during the term of this Agreement. l 'nless notified by Buyer, Seller shall not be required to provide notice of tennination of said leases to tenants prior to Closing. 7.7. Buver's Remedies for Seller's T'v1isrepresentations: In the event that Buyer becomes aVvare prior to Closing that any of Seller's \\arranties or representations set forth in this Agreement are not true any time prior to Closing, and in the event Seller is unable to render any such representation or warranty true and correct as of the Closing Date, Buyer may either: (a) terminate this Agreement by wTitten notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder: or (b) elect to close under this Agreement notwithstanding the failure of such representation and warranty, in which event the Closing shall be deemed a \vaiver by Buyer of the failure of such representation and warranty. 8,0 Buyer's Representations. The Buyer hereby represents and warrants to the Seller as of the Closing Date that Buyer has full and complete authority subject to laws applicable to Buyer, to purchase the Property and to comply with the temlS of this Agreement, and the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transaction hereby eontemp]ated are within Buyer's capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in accordance with its terms. 9.0 Conditions Precedent to Closing. Each of the following events or occurrences (the "Conditions Precedent") shall be a Condition Precedent to Buyer's obligation to close this transaction. ]1' the Conditions Precedent have not been satisfied on or before the Closing Date, Seller shall have ten (] 0) days within \\hich to satist~ the unsatisfactory condition and should Seller not have done so within said 10-day period, Buyer shall have the right to either (a) terminate this Agreement by giving notice thereof to Seller, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement: or (b) \vaive the condition and close. 9.]. Representations. The materia] representations and warranties made b) Seller in this Agreement shall be true and correct on the Closing Date subject to the ] O-da\ extension provided in Paragraph 9 above. 9.2. Seller's Obligations. Seller shall have performed all covenants, agreements, and obligations and complied with all conditions required b) this /\greement to be perfonned or complied with by Seller prior to the Closing Date. 9.3. The Property shall be free and clear of any persons, tenants, personal Property of any kind or related appurtenances on the Closing Date. In the event Seller is unable to satisfy this representation, the Buyer shall have the option to extend the closing for thirty (0) days to insure that the Property is vacant. 9.4. Seller shall make available (at Seller's office or Seller's attorney's office) to Buyer no later than twenty (20 ) days follovving the Effective Date of this Agreement. copies of all documents which Seller may have in its possession pertaining to the Propert) including, but not limited to, building plans, architectural plans, building permits, impact fee assessments, notices of special assessments, notices of sewer fees and water fees, unrecorded restrictive covenants. variance applications/approvals, special exception application/approvals, engineering plans, :; unrecorded developer agreements, environmental reports, surveys and prior title insurance policies, title commitments, and title exceptions pertaining thereto. 9.5. Seller has no actual knowledge nor has it received any written notice that there has been any discharge of hazardous material at the Property. As used herein, the terms "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and Property, including but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the L. S. Environmental Protection Agency, the U.S. Department of Labor, the U. S. Department of Transportation, or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies"). Seller acknowledges that Buyer must rely on its Environmental reports and assessments as Seller is not aware of Property's environmental condition other than as stated above. 9.6. Seller shall continue to possess the Property until closing and shall maintain the same in its present condition, reasonable wear from ordinary use excepted. Risk of loss from fire, casualty, or other liabilities not caused by the Buyer's gross negligence or intentional acts, shall be Seller's until closing. Seller shall maintain adequate insurance against loss, including extended coverage, during such period. If the Property is damaged by fire or other casualty prior to closing, Buyer shall have the right to take the Property "as is" together with insurance proceeds, if any, or receive a reduction in the purchase price of the Property in an amount equal to the loss. The parties shall agree to the reduction, if any, but if the parties cannot agree upon the amount of loss, an independent appraiser/adjuster shall be selected whose determination shall be binding. The cost of the appraiser/adjuster shall be borne equally by the parties hereto. 10.0 Closing. The Closing shall occur at a mutually agreed time on or before thirty (30) days from the date this Agreement as approved by the CRA Board and shall take place at a mutually agreed upon location. 11.0 Seller's Closing Documents. At closing, Seller shall deliver the following documents eSeller's Closing Documents") to Buyer: 11.1. General Warranty Deed. The Statutory General Warranty Deed shall be duly executed and acknowledged by Seller so as to convey to Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title, other than the Permitted Exceptions not duly objected to by Buyer. 1 1.2. Mechanic's Lien Affidavit. A mechanic's lien affidavit in the customary form, attesting that (a) no individuaL entity or Governmental Authority has any claim against the Property under the applicable mechanic's lien law, (b) no individual, entity or Governmental Authority is either in possession of the Property or has a promissory interest or claim in the Property (except Buyer), and (c) no improvements to the Property have been made for which payment has not been made. 11.3. Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Company to facilitate the insuring of the "gap", i.e., the deleting as an exception to the 6 Title Commitment any matters appearing between the effective date of the Title Commitment and the effective date of the Title Policy. J J.4. FIRPTA. A FIRPTA J\()]1-Foreign Entity' Transferor Certificate or Exemption Certificate or document evidencing withholdings. in accordance \vith Section 1445 of the Internal Revenue Code. J J .5, DR-219. A DR-2 J 9 Form as required for recording. 12.0 Buyer's Closing Documents, At closing, Buver shall deliver the follo\ving documents (Buyer's Closing Documents) to Seller: J 2. J, Approval. \Vritten documentation of Buyer's authority to purchase the Property. 13.0 Closing Procedure, The Closing shall proceed in the following manner. l3.1. Transfer of Funds. Buyer shall pay the Purchase Price to the Seller by transfer of funds to the account designated by Seller. 13.2. Delivery of Documents, Seller shall deliver Seller's Closing Documents to the Buyer. J 4.0 Closing Costs and Taxes, Prorations, J 4.1. Ad Valorem Taxes. Seller shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Revenue Collector. 14.2. Seller's Closing Costs, Seller shall pay for the following items prior to or at the time of Closing: Cost of providing marketable title as provided herein. 14.3. Buver's Closing Costs. Buyer shall pay for the following items prior to or at the time of closing: Recording of Deeds: title insurance premium: survey costs, appraisal costs, Phase I. Phase 11 (if applicable), environmental assessment report costs, documentary stamps on the Warranty Deed, and all other customary and related closing costs and expenses. 15.0 Possession, Buyer shall be granted full possession of the Property at Closing, 7 16.0 Condemnation. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, Seller shall promptly notify Buyer and Buyer shall thereafter within fifteen (15) days after receipt by Buyer of the notice from Seller either (l) terminate this Agreement, whereupon Seller and Buyer shall be released of all further responsibility and obligations hereunder; or (2) proceed to close this transaction. Seller hereby agrees to furnish Buyer with written notice of a proposed condemnation within five (5) business days after Seller's receipt of notification. Should Buyer terminate this Agreement, the parties hereto shall be released from their respective obligations and liabilities hereunder. Should Buyer elect not to terminate, the parties hereto shall proceed to Closing and Seller shall assign all of its right, title and interest in all awards in connection with such taking to Buyer. 17.0 Notice. Notices shall be in writing delivered by hand, or by certified mail, return receipt requested, or overnight delivery by nationally recognized service, to the addressed at the address set forth herein, or by facsimile transfer, and shall be deemed to have been delivered on the date of receipt of such notice, if hand-delivered. or, if mailed, on the date the receipt for which the certified mail is signed or refused, by the addressee or its authorized agent or employee, or if by facsimile transfer, by confirmation of transmission. Either party may change the address for notice to that party by delivering written notice of such change in the manner provided above, such change to be effective not sooner than ten (10) days after the date of notice of change. If either party relies upon a hand delivery as described herein, then the party using this medium shall maintain an appropriate receipt of delivery, in the normal course of business. BUYER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY c/o Executive Director 639 E. Ocean A venue, Suite 103 Boynton Beach. Florida 33435 WITH A COpy TO: Lewis, Longman & Walker, P.A. Attention: Kenneth G. Spillias, Esquire 1700 Palm Beach Lakes Boulevard. Suite 1000 West Palm Beach, Florida 3340 I SELLER: Victor Scarpulla 9404 Cross Creek Drive Boynton Beach, Florida 33436 WITH A COpy TO: Kenneth M. Kaleel, Esquire 555 North Congress Avenue, Suite 301 Boynton Beach, Florida 33426 18.0 Default. If the Buyer shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this agreement. all deposits and interest shall be 8 forfeited to Seller as agreed upon liquidated damages. In the event of such default by Buyer, Seller's sole and entire remedy shall be restricted to retention of the deposit plus all accrued interest, if any, and Buyer shall have no other responsibility or liability of any kind to Seller b~ virtue of such default. In the event of a default by Seller, the Buyer shall have all remedies available to it which shall include the return of the earnest money and accrued interest as liquidated damages and/or equitable relief such as specific perfOlmance. The Buyer should be entitled to equitable relief to enforce the terms and conditions of this agreement either through a decree for specific performance or injunctive relief. 19.0 Miscellaneous. 19.1. Counterparts. This Agreement may be executed in any number of counterparts, anyone and all of which shall constitute the contract of the parties. The paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. 19.2. Amendment. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both Seller and Buyer, 19.3. Attornevs' Fees. If any party obtains a judgment against any other party by reason of breach of this Agreement. attorne~ s fees and costs shall be included in such judgment. 19.4. Governing Law and Venue. This Agreement shall be interpreted in accordance \vith the laws of the State of rIorida, both substantive and remedial and venue shall be in Palm Beach County, Florida. 19.5. Entire Agreement. This Agreement set forth the entire agreement between Seller and Buyer relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, \vritten or oral, between the parties. 19.6. Computation of Dates. If any date computed in the manner herein set forth falls on a legal holiday or non-business day or non-banking day. then such date shall be extended to the first business day following said legal holiday or non-business day or non- banking day. 19.7. No Recording. This Agreement or any notice or memorandum hereof may not be recorded in the public records of any county in the State of Florida. 19.8. No Brokers. Seller and Buyer each represent to the other that it has not dealt with any commissioned broker, salesperson or agent in connection \vith the execution and delivery of this Agreement, and the other party shall not be required to pay any commission whatsoever with respect to this Agreement resulting from the actions of the party making such representations. Seller and Buyer in accordance with the limitations of the Florida Statutes and law, each indemnify and hold each other harmless fi'om and against any and all losses, costs. 9 damages, liabilities and expenses (including without limitation, reasonable attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing representation. 19.9. Acceptance of Deed. The acceptance of the Deed by Buyer shall be deemed full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to this Agreement except those which are specifically stated to survive delivery of the Deeds and closing. 19.10. Interpretation. Should any term or provision of this Agreement be subject to judicial interpretation, it is agreed by Seller and Buyer that the court interpreting or construing the same shall not apply a presumption that the term or provision shall be more strictly construed against the party \vho itself, or through its agents and attorneys of each party, have participated in the preparation of the terms and provisions of this Agreement ad that all terms and provisions have been negotiated. 19.11. Captions, Headings, Etc. Captions, headings, section and subsection numbers in this Agreement are for convenience and reference only, and shall have no effect upon the meaning of any of the terms or provision herein. 19.12. Waiver. Failure of either party to insist upon compliance with any term or provision hereof shall not constitute waiver thereot~ and no waiver of any term or provision of this Agreement shall be effective unless it is in \vriting and signed by the party against whom it is asserted. Any waiver of any term or provision of this Agreement shall only be applicable to the specific term or provision and instance to which it is related, and shall not be deemed to be a continuing or future waiver as to such term or provision or as to any other term or provision. 19.13. No Third Party Beneficiarv. The terms and provisions of this Agreement are for the exclusive benefit of Seller and Buyer, and not for the benefit of any third party, and this Agreement shall not be deemed to have conferred any rights, express or implied, upon any third party. 19.14. RADON GAS: 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 health unit. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below. 10 WITNESSES: Bl;YER: BOYNTON BEACH COMMlJNITY REDEVELOMENT AGENCY BY: (Print Name) Jeanne Heavlin. Char Date Executed: (Print Name) SELLER: WITNESSES: BY: Date Executed: (Print Name) (Print Name) 1\C1lcnl [)OClImcl1lsJJoynlOI1!Jcach CR,\2419-011\MISC\Scarrulla !'urchasc .\~ICCIl1CUl doc 1 1 EXHIBIT 'A' LEGAL DESCRIPTION PALM BEACH COUNTRY CLUB ESTS LT 10 BLK 4 12 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM BOYNTON BEACH Requested CRA Date Final Materials Must be Meetin!!: Dates Turned into CRA Office 0 January 11,2005 December 28,2004 (Noon) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 April 12,2005 March 29, 2005 (Noon) 0 May 10, 2005 April 26, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) Requested CRA Meetin!!: Dates 0 July 12, 2005 0 August 9, 2005 0 September 13, 2005 0 October I I, 2005 0 November 8, 2005 0 November 17,2005 . December 13, 2005 0 Old Business 0 New Business NA TURE OF AGENDA ITEM . Consent Agenda o Director's Report DATE: 12/3/05 SUBJECT SUMMARY PARAGRAPH: Date Final Materials Must be Turned into CRA Office June 28, 2005 (Noon) July 26, 2005 (Noon) August 30, 2005 (Noon) September 27, 2005(]\:oon) October 25, 2005 (Noon) November 29, 2005 (Noon) o Legal o Future Agenda Items o Other Item The CRA has been working for several years to assemble the land referred to as Phase I in the Heart of Boynton Redevelopment Plan in order to develop a catalyst project. Mr. Edwards is willing to sell his vacant parcel of land which is located in Phase I for $130,000. This price is consistent with other vacant lots recently purchased by the CRA in the area. Mr. Edwards was originally part of the self-assembly group. RECOMMENDATION: Purchase the lot from Mr. Edwards for $130,000. FISCAL IMPACT: $130,000 plus closing costs and attorneys fees. AL TERNATIVES: Do not purchase. CRA STAFF: ci!~ Planning Director TIAGENDAS, CONSENT AGENDAS. MINUTES & MONTHLY REPORTSIAGENDASledwards.doc Palm Beach County Property Appraiser Property Search System Page 1 of 1 ""~':."'. ~~k";"" P ;~~~~~l>; ".~-..,.."" c-= _ ~ ~Y~-:'F"':,,' Properly Appraiser's Pt.hf,[ Ar I" C:,," , ' ~" '$.;."'............ r . -:: ...... .. t ~.l::;~~, ,1 . ~.. I .~ l1'"Ji. "/ ".~fti."""'_;:;"'{""~ . Property Information location Address: 118 NE 10TH AVE l...""v.,.MIP_.J Municipality: BOYNTON BEACH Parcel Control Number: 08-43-45-21-10-005-0050 Subdivision: PALM BEACH COUNTRY CLUB ESTS IN Official Records Book: 09762 Page: 1771 Sale Date: Apr-1997 I.,ggjltj)~~qipU(m: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 5 Owner Information Name: EDWARDS CEDRICK L l...".~t~!l.L."... ] Mailing Address: 1098 SEAGRAPE RD LAKE WORTH FL 33462 5954 Sales Information Sales Date Book/Page Price Sal~n]"~ Owner Apr-1997 g~2~2l.1ZZ1 $3,500 WARRANTY DEED Jul-1996 g_93_~U1995 $7,100 CERT OF TITLE Jun-1988 057.15L1938 $100 QUIT CLAIM l ",..~~,"",,,,,.l Exemptions Exemption Information Unavailable. Appraisals Tax Year: Improvement Value: land Value: Total Market Value: !J1ie Code: Tax Year 2005 Number of Units: 0 Description: VACANT ssesse an axa e a ues Tax Year: 2005 2004 2003 Assessed Value: $42,000 $18,000 $18 000 L ~JJ,t~'LJ Exemption Amount: $0 $0 $0 Taxable Value: $42,000 $18 000 $18 000 A d dT bl V ax a ues Tax Year: 2005 2004 2003 L-,~QB'MPr,..J Ad Valorem: $964 $421 $428 Non Ad Valorem: $0 $0 $0 l ' Total Tax: $964 $421 $428 "','.r'_"~~,.',""'- j T VI L 1~!f~<~,,~_91, I L.J__~e_" I l ,P'~~~. u ", ] NOTE: Lower the top and bottom margins to 0.25 on File->Page Setup menu option in the browser to print the detail on one page. R~cQLcJ ~~qrch I InfQrmg,l:iQn IE1telDPJi9J)~ IComrT1uj1i.ty I Ern-fl19YlDg,OJ I NeW.!t9_rT1~.I?LJE.r I Qffic!,LQc:atIQQ? ValLJ~MJustmentl?oaJcJ I ~ye QurJ:iome~ I ~er1iQLC9mer I Q~c:laimer Home I Links I Glo_~gry I FAQ I fQrms I C.ontiicj:l)~ I P.APA (i') 2004 Palm Beach County Property Appraiser. http://www.co.palm-beach.fl.us/papalaspx/web/detail~info.aspx?p_entity=0843452 1 1 0005,.. 12/2/2005 '~ . - \'- "'- e-__ (/) "0 l.- ro ~ "0 UJ ~ <.> 'C "0 Q) () 06 Q) c 'C Q) ..c .- ro yo C'l C'l N N III C'l III ~ ~ j g · · ~ N ~! ~ J >c~e-t: {!. i3 l1. 0 Q) ~ N Ol V II .~ 0\0 PURCHASE AGREEMENT This Purchase Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "CRA") and Cedrick L. Edwards, a married man (hereinafter "Seller). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. Seller agrees to sell and convey to CRA and CRA agrees to purchase and acquire from Seller, on the terms and conditions hereinafter set forth, the Property described in Exhibit "A", located in Palm Beach County, Florida (the "Property"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be One Hundred Thirty Thousand ($130,000.00) Dollars, payable in cash, by wire transfer of United States Dollars at the Closing. 3. DEPOSIT. 3.1 Earnest Monev Deposit. Within three (3) Business Days after the Effective Date, Purchaser shall deliver to Lewis, Longman & Walker, P.A. ("Escrow Agent") a deposit in the amount of ($100.00) Dollars (the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: The Deposit shall be delivered to Seller at Closing and the CRA shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the CRA. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3 Escrow Agent. CRA and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to CRA and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE. If this Agreement is not executed by and delivered to all parties on or before December 19, 2005, the Deposit will, at CRA's option, be returned and this offer shall be deemed withdrawn. Unless otherwise stated, the time for acceptance of any counteroffers shall be five (5) days from the date the counteroffer is delivered. The date of this Agreement (the "Effective Date") shall be the date when the last one of the CRA and SELLER has signed or initialed this offer or the final counteroffer. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before January 9, 2006 (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to CRA, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; and (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which CRA fails to object, or which CRA agrees to accept, pursuant to Section 7.3 and Section 7.4 hereof. 7.0 Investigation of the Property. During the term of this Agreement, eRA, and CRA's agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at CRA's expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II investigations, which CRA may deem necessary. If CRA elects to terminate this Agreement in accordance with this Section, CRA shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by CRA's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the CRA' s testing and investigation. CRA hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to CRA (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of CRA's investigation of the Property. 2 CRA's obligations under this Section shall survive the termination, expiration or Closing of this Agreement. However, CRA's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and CRA does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold CRA harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of CRA's investigation of the Property. SELLER' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Seller's Documents: SELLER shall deliver to CRA the following documents and instruments within five (5) days of the Effective Date of this Agreement: copies of any reports or studies (including environmental, engineering, soil borings and other physical reports) in SELLER' possession or control with respect to the physical condition of the Property, if any. 7.2 Title Review. Within ten (10) days of the Effective Date, CRA shall obtain, at the CRA's expense, from a Title Company chosen by CRA (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure CRA in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. CRA shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after the Effective Date notifying SELLER of any objections CRA has to the condition of title (hereinafter "CRA Title Objections"). If CRA fails to deliver the CRA Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If CRA timely delivers the CRA Title Objections, then SELLER shall have the right, but not the obligation, to cure and remove the CRA Title Objections without obligation to bring litigation (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the CRA Title Objections within the Cure Period, to the satisfaction of CRA, then CRA, in CRA's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to CRA and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, CRA shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Conunitment, and such items render title unmarketable, CRA shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 3 7.3. Survey Review. CRA, at CRA's expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.3 concerning title objections. 8. CONDITIONS TO CLOSING. CRA shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by CRA in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by CRA. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing to best of SELLER' knowledge. 9. CLOSING DOCUMENTS. The CRA shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. All Closing Documents shall be submitted for review by the Parties three (3) business days prior to Closing. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered, to CRA the following documents and instruments: 9.1. Deed. A Special Warranty Deed (the "Deed") conveying to CRA valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 Seller's Affidavits. SELLER shall furnish to CRA an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than the lessees of the twenty four (24) boat slips and the Dive Shop building described in Section 11.4. SELLER shall also furnish to eRA a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 4 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between CRA and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which CRA shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as CRA or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Taxes, assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. CRA shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to CRA. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill. 10.2. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by CRA. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.3. Closing Costs. All costs of Closing, including but not limited to documentary stamps, recording fees, title insurance and courier fees shall be borne by CRA. 10.4 Closing Procedure. CRA shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and CRA (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to CRA, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 5 10.5 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1. Seller's Representations and Warranties. SELLER hereby represents, covenants and warrants to CRA, as of the Effective Date and as of the Closing Date, as follows: 11.2. Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER' capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.3. Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). No portion of the Property has ever been occupied by SELLER (or by any natural person who is an officer, agent, shareholder or employee of SELLER or occupant under SELLER) as a residence or homestead. 11.4. Parties in Possession. SELLER warrants that there are twenty four (24) boat slips and one (1) two-story building, known as the Dive Shop, which are being leased to various individuals and/or entities, on the Property and that no other individual or entity has any right to lease or occupy all or any portion of the Property. No later than 10 days after the Effective Date, SELLER shall deliver hard copies of the leases and operating agreements for all property involved in the purchase to CRA so that CRA may coordinate with the lessees to become the lessor of the Property upon Closing. At Closing, SELLER shall deliver occupancy of the Property including all the leases within the Property, but otherwise free and clear of all parties in possession. 12. DEFAULT. 12.1. Purchaser's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of CRA, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither CRA nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that CRA shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, 6 through or under CRA, but not otherwise. CRA and SELLER acknowledge that if CRA defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. CRA and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture prOVIsIOn. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER' representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, CRA may, at its option: (1) declare SELLER' in default under this Agreement by notice delivered to SELLER, in which event CRA may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder or (2) seek specific performance of this Agreement, thereby waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) Business Days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this Section 12 shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Cedrick L. Edwards 1098 SEAGRAPE RD LAKE WORTH FL 33462 5954 If to Buyer: Boynton Beach Community Redevelopment Agency 639 East Ocean Avenue, Suite 107 Boynton Beach, FL 33435 PH: 561/737-3256 FX: 561/737-3258 7 With a copy to: Kenneth G. Spillias, Esq. Lewis, Longman & Walker, P.A. 1700 Palm Beach Lakes Boulevard Suite 1000 West Palm Beach, Florida 33401 PH: 561/640-0820 FX: 561/640-8202 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of CRA, which shall not be unreasonably withheld. Notwithstanding the foregoing, the CRA agrees to consent to any assignment that may become necessary to the immediate family of the principal owners of SELLER, so long as SELLER notifies CRA in writing at least five (5) business days before such assignment. CRA shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the CRA shall be released from any further obligations and liabilities under this Agreement. The CRA may not assign this Agreement to any other party without the prior written approval of SELLER. If CRA has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, CRA may elect, as its sole option, to terminate this Agreement and the parties shall have no further obligations under this agreement and all Deposits hereunder shall be refunded to CRA, or CRA may accept the Property without any reduction in the value of the Property. 16. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 17.0 Environmental Conditions. 17.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental 8 laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 17.1.1 As a material inducement to CRA entering into this Agreement, SELLER hereby warrants and represents the following: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER' knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17.2 Liability. While Paragraph 18.1.2 establishes contractual liability regarding pollution of the Property, as provided herein, it does not alter or diminish any statutory or common law liability of SELLER for such pollution. 17.3 Environmental Audit. SELLER hereby allows CRA full and free access to the Property with reasonable notice in order to perform environmental audits prior to the Closing Date which assess the presence of Pollutants and their impact on the intended future use of the Property by CRA. CRA may perform any and all updates thereof prior to the Closing Date that CRA, in its sole and absolute discretion, may deem necessary. Such environmental audits obtained by CRA. together with any updates thereof prior to the Closing Date, shall hereinafter be referred to collectively as the "CRA Environmental Audit". 17.3.1 Pollutants on the Propertv. (1) Notwithstanding the 60-day feasibility period set forth above in paragraph 7, in the event that the CRA Environmental Audit discloses the presence of Pollutants on the Property, or any portion thereof, or discloses that the environmental condition of the Property is incompatible with the intended future use of the Property by CRA, or discloses any other condition that CRA deems unacceptable in CRA's sole and absolute discretion, then CRA may elect to terminate this Agreement by sending written notice to SELLER prior to the Closing Date, upon which neither party shall have any further obligations under this Agreement. 9 (2) Should CRA elect not to terminate this Agreement, then CRA agrees to accept the Property subject to the Pollutants revealed by the CRA Environmental Audit. 17.4 Additional Warranties and Representations of SELLER. As a material inducement to CRA entering into this Agreement, SELLER, to the best of SELLER' information and belief, hereby represents and warrants the following: 17.4.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, CRA, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities, with the exception of the City of Boynton Beach Notice of Violation regarding the roadway drop- offlane, Case Nwnber 05-00001675. 17.4.2 There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been operated, which it has not disclosed to CRA herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the operation of the Property in the manner that it has been operated. 17.4.3 To the best of SELLER' knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 17.5 SELLER Deliveries. SELLER shall deliver to CRA the following docwnents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 17.5.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER' possession or control with respect to the physical condition or operation of the Property, if any. 17.5.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 17.5.3 Prior to the Closing Date, SELLER shall execute and deliver to CRA any and all documents and instruments required by CRA, in CRA's sole and absolute discretion, which: (i) effectuate the transfer to CRA of those Governmental Approvals, or portions thereof which are applicable to the Property, that CRA desires to have assigned to it, and/or (ii) cause the 10 Property to be withdrawn from any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including but not limited to any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases, except for items delivered pursuant to this paragraph,. with the exception of the City of Boynton Beach Notice of Violation regarding the roadway drop-offlane (Case Number 05-00001675). 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in Business Days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full Business Day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through 11 counsel, have participated freely in the negotIatIOn and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. If any proVISIOn of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and SELLER shall control all printed provisions in conflict therewith. 18.7 Waiver of Jury Trial. As an inducement to CRA agreeing to enter into this Agreement, CRA and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 19.0 Recording. Palm Beach County, Florida. This Agreement may be recorded in the Public Records of 19.1 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER Property Deed and CRA's possession of the Property. 19.3 SELLER' Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 12 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY SELLER By: By: Print Name: Cedrick L. Edwards Print Name: Jeanne Heavilin r Title: Chair Title: Witnesses: Witnesses: Approved as to form and legal sufficiency: CRA Attorney I:IChent DocumentslBoynton Beach CRA\24I 9-000lMisclAgreementslTwo Georges Purchase Agreement revised 11-23-05.doc 14 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetinl! Dates Turned into CRA Office 0 January II, 2005 December 28,2004 (Noon.) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 April 12, 2005 March 29, 2005 (Noon) 0 May 10,2005 April 26, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM o Consent Agenda o Director's Report DATE: 12/15/05 Requested CRA Date Final Materials Must be Turned into Meetinl! Dates CRA Office 0 July 12, 2005 June 28, 2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 September 13, 2005 August 30, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) 0 November 8, 2005 October 25,2005 (Noon) 0 November 17, 2005 November 29,2005 (Noon) . December 15 2005 0 Old Business 0 Legal 0 New Business 0 Future Agenda Items 0 Other Item SUBJECT: Contract Addendum for Chesapeake Group on Retail Demand Components SUMMARY PARAGRAPH: At the City/CRA Joint Workshop of November 29, 2005, an initial presentation of the retail needs in the CRA District was proVided by Mr. Howard Kohn of The Chesapeake Group, Inc. Mr. Kohn's presentation brought to light many items that needed to be addressed by an additional workshop. Staff received direction to request an Additional Scope of Services Contract for the board. The attached agreement is Mr. Kohn's agreed additional contract. RECOMMENDATION: Staff recommends approval of the attached Additional Scope of Services Agreement with The Chesapeake Group, Inc. FISCAL IMPACT: $12,000 AL TERNATIVES: Not approve the Additional Scope of Services Agreement. T:IAGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTSIAGENDAS ITEM REQUEST FORMSICRA Board Meeting 12-15- 051Chesapeake Group-12-15-05.doc The elllS.lllll IrOUI. t .4,>' l"l &@M]D~D@[fU@~ ~@@~@ @a ~@Q\\7D@@@ The following is assumed in developing the additional scope elements. ./ It is not likely that someone will walk from one end of the Federal Highway corridor within the CRA to the other with any regularity for shopping purposes. ./ Creation of strip retail throughout the CRA is not desirable from either a retail or a design/planning perspective. ./ Synergism, or the sharing of a patron base, is critical to successful retail. ./ Retail in the CRA must be physically different from that associated with nearby Boynton Beach suburban commercial corridors. ./ Residential development within the CRA is key to successful commercial activity because of the proximity of the CRA to existing dominant commercial corridors and the physical setting of the CRA, which is in the eastern most sections of Boynton Beach and is less advantageously situated to city and surrounding areas' current population The following are additional work elements added to our scope of services. Element 1 - Residential Units and Density for eRA & Nodes TCG will define the total number of residential units and the average density to facilitate successful sustainable significant scaled retail activity for the CRA. Consideration will be given to marketability. The proposed units and density will not be constrained by existing zoning, available land, or State regulations that might otherwise dictate, control, or indicate maximum numbers of housing units. Element 2 - Analysis of Preferred Locations for Retail After completion of the above element, TCG will define preferred locations for retail activity within the CRA. This will be premised upon creation of nodes and elements that impact marketability, but will not necessarily be constrained or limited to current nodes defined by the CRA plan. Major and minor nodes are expected to be defined with appropriate varied retail development. Element 3 - Defining Retail Square Footage for Target Areas/Nodes Associated with Element 2, TCG will define, by both gross square footage and by square footage for major retail categories, activity for each of the nodes or target areas defined in Element 2. Consideration will be given to synergy, compatibility of retail, complementary activity and other factors that impact marketability. It is noted that there will be a relationship between the square footage of retail at nodes and residential development in or near those nodes that is conducive to pedestrian movement. 1 of 2 ~~:.~~. ..^'''''' Buildi:lg /\ hllllHLllior: For Thl' /'U:llTl' Element 4 - Cluster Characteristics Based on Elements 2 and 3, TCG will further delineate, for each node both major and minor, preferred tenant mix or distribution of retail by sub-category or type of business operation. If there is intended to be relationships between uses that require close proximity, such will be noted. Attendance at Meetings The additional scope includes TCG's attendance at 3 to 4 meetings, inclusive of the December workshop. All meetings will be at mutually agreed upon times and dates. The CRA will have responsibility for all meeting logistics. Memoranda The additional elements will be transmitted in one or more memo as the information is solidified. &~~~Q~@ITU@~ ~@@ ~@~ @@[JW~@@~ The additional total fee for the 4 additional work elements, the additional meetings, and the additional memos associated with the work elements is $12,000, including all costs, preparation of presentations when appropriate, etc. 8516 GREEN LANE, BALTIMORE, MARYLAND 21244, 410-265-1784/(FAX) 410-521-0480/TCGROUP@EROLSCOM 2 of 2 BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetin!!. Dates Turned into CRA Office 0 January 11.2005 December 28. 2004 (Noon) 0 February 8. 2005 January 25. 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 April 12,2005 March 29, 2005 (~oon) 0 May 10, 2005 Aprtl 26, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM . Consent Agenda o Director's Report DATE: 12/12/05 SUBJECT SUMMARY PARAGRAPH: Requested eRA Date Final Materials Must be Turned into \'Ieetin!!. Dates eRA Office 0 July 12,2005 June 28. 2005 (Noon) 0 .August 9, 2005 July 26.2005 (Noon) 0 September 13. 2005 August 30, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) 0 November 8, 2005 October 25, 2005 (Noon) 0 November 17, 2005 November 29.2005 (Noon) . December 13. 2005 0 Old Business 0 Legal 0 New Business 0 Future Agenda Items 0 Other Item --- Per the Heart of Boynton Redevelopment Plan. the CRA has been working toward creating an extension of N. E 2nd Street from Dr. Martin Luther King Jr. Blvd. to the City's Public works site at N. E. 9th Avenue. Ms. Thomas' property is located at 235 N. E 9th Avenue which is directly in the line of the proposed road extension. Ms. Thomas voluntarily sought to sell her property to the CRA in exchange for another home located in the Heart of Boynton neighborhood at 331 N. E. 11th Avenue. The new home (built in 2004) is located in an area identified as single-family infill within the HOB Plan. The new home price is $249,000 which is in line with other recent single- family purchases made by the CRA. RECOMMENDATION: Purchase the property from Ms Thomas for $249,000 plus closing costs and real estate commission This will remove this parcel from possible eminent domain proceedings FISCAL IMPACT: $249,000 plus closing costs, real estate commission and attorneys fees AL TERNATIVES: Do not purchase. -/l/~~I /1 /2/, / CRA STAFF: ,-,,/ U6L C---:J Vivian L. Brooks Planning Director T.IOEVELOPMENTIHOBIThomas. doc Page 1 of ] ,,;-t.1'oi-(-~ /~~ (~~\ I' .J '~. li '~_l'~...!'!"-:/ Gary R. N ikolits,CFA Palm Beach Cou nty Property App raiser Property Mapp in g System OZ,lil oz;w il22il ilZHlfiZOO, il1!H ill00 [triO 01Ml 'll",} {H.elll {HZO Search Parcel Detatls Inforrndtion PCN. 08434521180001640 Pareellnformatlon 011H1 01711 11100 ill,'>I) Hl"lil {tl;W {lEv OJ HI iiHKi {Hffiol} {i'Jij.() N d q ,t': JOHNSON THOMAS l YTHIA 235 NE 9TH AVE 235 NE 9TH AVE BOYNTON BEACH Fl 33435 3139 Amnt. Hot 1!l'1Hl 11)10 1!l<i1! IM'{} *" 11)~'il 11>11' 15,0 A\~:se'S:'_;(~d Vdluf:: ^f"a;<aiJt(:, 20fJ:::i E_::)tifY'I;~tec! $222.23 $174.00 $396.23 lZ10 Sa!e~ Date Feb-1991 Jan-1977 Price $10 10 0011 Legend c=J Parcel BOlJldary ~ Lot nurrber Palm Beach County Property Map Map Scale I: 1847 \1ap produced on 12/12'2005 from f>..\ P^, hltp .'www pbcgo\ cOIll/papa http://gisweb.co.palm-beach.fl.uslipapagis/presentation/mapping/printnc\', .asp?MA PU RL.., 12/12/2005 12-12-2005 11 : 49 FROM-LEWIS,LONGMAN , WALKER,P.A. +561 640 8202 T-284 P 002/006 F-123 .. Contract For Sale And Purch<lse FO EIN OveDB OR 1 w PARTIES: L)1IJia11lomas t Seller") , 2. and_ BO)'I\ton Bacb Commuuily RedcveJopmalt ASCllcy ("Buyer'"). 3 h~by agree that Seller Shall sell and Buyer Shall buy the following described Real Property and Personal Property (collectively .Property") 4 pl1l'suant to the terms and cOnclitions of thi$ Contract for Sale and Purchase and any riders and addenda ("Contractj: 5 I. DESCRIPTION: See Exhibit HA~ 6. (a) Legal description of tne Real Property located in_ County, Rorida: 7. 8W 9. (b) Street address. City, Zip, of tile Properly: 10 (c) Personal Property Inoludes eXJsting range(s), refrigerator(s). Olshwasher(s), ceiling fan(s), light fil<1ure(s). and window treatment(s) unless 11 specifically excluded oeI0w. 129 Other items Included are: 13. 14. Items of Personal Property (and leased items, if any) excluded are: 15. See Addcndlllll $ 16W II. PURCHASE PRICE (U.S. currency):. . . . . ., . , . ., .. . 17 PAYMENT: 18' lei Oeposlt held in escrow I:ly (EscrOW Agent) In the 8CTIOunl 01 (cn8Cl<S subject to clearance) $ , g. (0) AdditiOnal escrow deposit tg b$ maClllIO Escrow Agsnt witnin _ da}'5 after EOnllCliv8 Date 20. (see Paragraph Ill) In tM amoun1 of. . . . . . . . . . , . . . . . . . . . . . , . , . . ,. ........,.. . , . . , ' . . . . . . . . 21. (c) FInanCing (see PPragra~n 1\1) In tne amount 01 . . . . . , , . . . .. , . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . 22* (d) OthSr . . . . . , . . .. ,..,.......,..,.",...................,...,........... .......,...............,.. 23 (6) BaIanc:S to ClOse 01 casn. wire transfer or LOCALI.Y DRAWN castlier's or offieiall:lanK cl1eck(s), s",biecl 24" to aajustments Or proratIOnS . , . . , . . . . . . , . . . . , . . , . . . . . . . . . , . . . . . , , . . ' , . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . $ 25 III. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE: 26 (8) If this offer is nOt executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between fhg parties on or 27. before , me oeposit(s) will, at Buyer'S option. be returned and this offer withdrawn. UNLESS OTH- 28 ERWISE STATED, THE TIME FOR ACCEPTANCE OF ANY COUNTEROFFERS SHALL BE 2 DAYS FROM THE DATE THE COUN. 29 TEROFFER IS DELIVERED. 30 (b) The date of Contract ("Effective Daten) will be the date when the last one of the Buyer and Seller has signed or initialed tI'lis offer or the 31 final counteroffer. If suCh date is not otherwise set forth in this Contract, then tI'le "Effective Date" shall be the oate determined abOve for 32 acceptanCe of this offer or, if appllcaole, the final counteroffer. 33 IV. .F,lNANCING: 34' Jij (a) This is a cash transaction with no contingencies for financing; 35" a (b) This Contract IS contingent on Buyer obtaining approval of a loan tLoan ApproVal-) withlr. _ days [If blank, lOen 30 days) after 36" Effective Date ("Loan Approval Date") for (CHECK ONLY ONE): 0 a fixed; Q an adjustable; or Q a fIXed or adjustable rate loan, in the prin. 3r cipal amount of $ , at an initial Interest rate not to exceed %, discount and origination fees not to exceed 3S" % of principal amount. and for a term of _ Ye<ITS. Buyer wlll make application within _ oays [If blank, then 5 dayS) after 39 Effective Date. Buyer shaD use reasonable dOigence to: obtain Loan Approval and notify Seller in writing of Loan Approval by Loan 40 Approllal Date; satisfy terms and conditions of the Loan Approval: and close the loan. Loan Approval which requires a condition related to 41 the sale 01 otner property Shall not be deemed Loan Approval for purposes of this subparagraph. Buyer shall pay all lOan expenses. If Buyer 42 does not delIVer written notice to Seller by Loan Approval Date stating Buyer has either obtained Loan Approval or waived this financing con" 43 tingency, then either party may canCel this Contmct by cleJivering written notice rCancellation Notice") to the other, not later than seven (7) 44 days prior to CloSing. Seller's Cancellation Notice must state that Buyer has three (3) days to deliver to Seller written notice waM"9 this 45 financing contingency. If Buyer has used due diligence and has not obtained Loan Approval before canceJlation as provided above, Buyer 46 shall be refunded the depOSit(S). Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, 47 by Closing, of thOse conditions of Loan Approval related to the Property; 48w 0 (c) Assumption of existing mortgage (see rider for tenns); or 49" a (d) PurCl'lase money note and mortgage to Seller (see Standarcls B and K and riders; addenda; or special clauses for terms). 50' V. TITLE EVIDENCE: At least _ days [If blank, then 5 days) before Closing a title insurance commitment with legible copies of instruments 51 listed as exceptions anacned thereto ("TItle Commitment") and, after Closing, an owners policy of title insurance (see Standard A for terms) shall 52 be obtalned by: 53~ (CHECK ONLY ONE): ~1) Seller, at Seller's expense and delivered to Buyer or Buyer's anomey: or 54' a (2) Buyer at Buyer's expense. SSW (CHECK HERE): Q If an abstract of title is to be fumished instead of title insurance, and attacn rider for terms. 56" VI. CLOSING DATE: This transaction shall be closed and the clOSl"9 documents delivered on Or before DeccmbcT 30,2005 ("C1osingl. unless 57 mocflfied by other provisions of this ContrHCt. 11 Buyer Is I.Inable to obtain Hazard, Wind, Flood, or Homeowners' insurance at a reasonable rate 58 due to extreme weather conditionS, SUyer may delay Closing for up to 5 days after such coverage becomes available 59 VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Seller shall convey marketable title S\.Jbject to: comprehensive land use plans, zoning, 50 restrictions, prohibi1ions .lnd other requirements imposed by governmental at..lthority: restriCtions and matters appearing on me plat or otherwise $ $ $ FAR/BAA.7s Rev. 7104 e 2004 ~lonOa Association 01 ~TORS" and The !=loriCla Bar All RigtllS Re5erved Page' of 4 12-1 H005 11 : 50 FROM-LEWIS,LONGMAN & WALKER,P,A. +561 640 8202 T-284 P,003/006 F-123 common to the subdivision; outstanding oil, gas ano mineral nghts of record wltno\,J! right of entry; unplatted pUblic utility easements of recOrd OocatBd contiguous to real property lines and nOt mora than 10 feet In width as to the rear 0/' front lines and 7 1/2 feet in width as to the side lines): t~es for year of Closing and S\Jbsequent years; and assumed mortgages and purchase money mortgages, if any (If additional ilems, see addendum); provided. that there exists at ClOSing no viOlation of the foregoing and none prevent use of the Property for purpose(s). VIII- OCCUPANCY: Seller Shall deliver occupar1cy of Property to Buyer at time of Closing unless otherwise stated herein. If Property is inter'1ded to be rented or occupied beyOnd Closing, the fact and terms thereof and the tenam(s) or occupants shall be disclosed pursuant to Standard F. If occupancy is to be delivered before Closing, Buyer assumes all riSkS of loss to Property from date of occupancy, SI'laII be responsible and Uable for maintenance from that date, and shaU be deemed to have accepted Property in its eJUSting condition as of time of taking occupancy, IX. TYPEWRITIEN OA HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed pro- visions of this Contract in conflict with them. X. ASSIGNABIUTV: (CHECK ONLY ONE): 8uyer 0 may assign and thereby be released from any further liabiltty under this Contract, 0 may assign but not be released from liability under this Comract; or 0 may not assign this Contract. XI. DIS~I,PSURES: (a) 9(CHECK HERE jf the Property is suOject to a special assessmerrt lien imposed by a publiC body payable in Installments which continue beyond ClosinlJ and, if so, specify who Shall pay amounts due after Closing; ~eller a Buyer Q Other (see aadendum), (0) Radon is a naturally occurring raoioactive gas that when accumulated in a building in sufficient quantities may present health risks to per- sons who are exposed to it over time. Levels of radon tnat exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon or radon testing may be obtained from your County PuOlic Health unit. (c) Mold is nat\,lrally occurring and may cause nealth risks Or damage to property- If Buyer is concerned or de51res additional information regarding mOld, Buyer should contaCt an appropriate professional. (d) Buyer acknowledges receipt of the Florida Energy-Efficiency Rating Information Brochure required by Section 553.996, ES. (e) If the real property includes pre-1978 resioential housing then Oil lead-baSed paint rider is mandatory. (f) If Seller is a "foreign per5Ol1" as defined by me Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. (9) BUVER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIA- TION/COMMUNITY DISCL.OSURE.. (h) PROPE:RTY TAX DISCLOSURE SUMMARY: BuYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF FlROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNER- SHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES, IF YOU HAVE ANY QUESTIONS CONCERNING VAL.UATlON. CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. XII. MAXIMUM REPAIR COSTS: Seller snail not be responsible for payments in excess of: (a) $ for treatment and repair \,lnder Standard Q Qf blank, then 1.50/0 of the Purchase Price). (b) $ for repair and replacement under Stsndar'd N not caused by Wood Destroying Organisms (if blank, then 1.5% of the Purchase Price). XIII. HOME WARRANTY: 0 Seller 0 Buyer 0 N/A will pay fO( a home warranty plan issued by at a cost not to exceecl $ XIV. RIDERS; ADDENDA; SPECIAL CLAUSES: CHECK those riders which are applicable AND are anached to and made part of this COntract: o CONDOMINIUM 0 VA/FHA Cl HOMEOWNERS' ASSN. Q lEAD-BASED PAINT 0 COASTAL CONSTRUCTlON CONTROL LINE o INSULATION 0 "AS IS' 0 Other Comprehensive Aider Provisions a Addenda Special Clause(S): 61 62 63 64 65" 66 67 68 69 70 71 72" 73" 74 75" 76" 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92" 93" 94 95" 96" 97 98" 99" 100" 101" 102" 103" XV_ STANDARDS FOR REAL ESTATE TRANSACTIONS ("Standards'1: Bwyer and Seller acknowledge receipt of a copy of Standards A thrO\.lgh Y an the reverse side or attached, wnich ate incorporated <IS part of tnls COfltracl. THIS IS INTENDED TO BE A LEGAL.L.V BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATIORNEY PRIOR TO SIGNING. THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORse AND THE FLORIDA BAR. Approval doeS not constitute an opinion that any Of the terms and condilions in this Contract should be accepted by the parties in a partlcl.llat transaction. Terms and conditions should be negotiated based upon the respective interests, Objectives and bargaining pOSitions of all interested persons. AN ASTERISK(-) FOLLOWING A UNE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO BE COMPLETED. 104 105 106 107 108 109 110 111 '12 113" 1 14 (BUYER) 115" 1 1 6 (6uYffi) (DAlE) (SEllER) (DATE} (DATE) (DATE) (SELLER) Sellers' address for purposes of notice 11 r Buyers' address for purposes of notice 118" 11 51" phone Phone 120 BROKERS: The brokers (including cooperating brokers, if any) named below are tM only brokers er'tltled to compensation in connection with 121 this Contract: 122" Name; 123 Cooperating Brokers, if any L.isting Broker FAR/BAA, is Rev, 7/04 e 2004 FlOr'iaa Association of REALTORS" cmo Tne FlOrida Bar All R.ghl$ ReS6fVeO Pagfl 2 of 4 12-12-2005 11 :50 FROM-LEWIS,LONGMAN & WALKER,P,A. 124 125 126 12; 128 129 1:,10 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 146 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 16<1 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 161 162 183 184 185 186 167 188 189 190 191 192 193 194 195 196 197 +561 640 8202 STANDARDS FOR REAL ESTATE TRANSACTIONS A, TITLE INSURANCE: The "irtle Canrnitmem snad tie iSsued by a FlOfda licensed t~ie insvrtlf' agreeing to issue Buyer, upon recording of the deeClIO Buyer, an owner'S poh(;y of title Insurance in tne amount of the purchase price, 1t1S\Jring Buyer's mlll1<elal:lle title 10 tl'le Real Properly, subjeCt only 10 maners oonlainea .n Paragraph VII and I hose 10 be Clischargeo by Seller at or before Closing. Marketable title shall be determined accorcJng to applICable Title Starldard$ $dOpted by authOrity of The FlOtIOa Bar and In accordanCe W1t11laW. Buyer shall have 5 eJays from date of recaving the Title Commitment to examine it, end if title is found defllC- live, notify Seller in writing specifying defect(s) wnich renCJet t~le vnmatKetBOIe, SelI9t ShaD nave 30 days frOm receipt of notICe to remove the defec1S, faiing wtllcn Buyer snall, wittlirI5 aays after expiration Ollhe 30 day periOd, deliver wtinen notICe to Seller eith$': (t) exte'lding tne lime fOr a reasonable penocs not to exceed 120 OBys wnnin Which Seller shall use diligent etfon to remove me defec1S; or (2) reque6tf'lg a refund of d9pos~(s) paid wnich shall t:le returned to BLJyef. If Buyer failS to so notify SeRer, Buyer shaJ be deemed to haw acceptea the title es ~ lhen is. $el1Qt shall, if title is found \Jf1mow1<9table, IJ$8 dagent effort to comx:t defeet(s) within the time ~ . If, after difigent effort, SeI181' is unaOIe 10 timely CQl'r9Cl the deleetS. BUyer snail eltner waive tl'le Clefects, or receive a refund of aeposit('l, thereby releaSing Buyer ana Seaer frem all furtlleJ' Obligations ...,CIllr Itlis Contract. If Seller ~ 10 pl'Olliae the TitlQ Commitment and it is delMlred to Buyer' IEISS than 5 dayS prior to Closing, Bwer may extend aosing SO trlat Buyer SI'laI nave up to 5 oays from date of receipt 10 examine same in accorctance witn this $Iandara. a, PURCHASE MONEY MORTGAGE: SECURITY AGREEMENT TO SEL.l.ER: A purchase money mortgage and mor1gage nOle to SellGt snail provide for a 30 day grace penoo In tne event of defaull if a first mortgage and a 15 Clay grace perIOd if a second or lesser mortgage; S/'lall provide for right of prepayment In whOle or In part witllout penalty; snail permif acceleration in event of transfer of the Fleal Property; snall require all prior liens al'ld encumbrances to be kept in good standing: shall fOrbid modificatIOns of, or fUTure advances under, prior mortgage(SI; snail require &yer to maintain policies of insurance cOl"lta;nlng a STfilnclard mortgagee clause COllering all improvements located on the Real ~roperty agail"l$l fire and all perilS Included within the term -extended COV91"&ge ei"'ldorsemenl$h and such Other risks and perils as Seller may reasonably require. in an amounl equal to their nighest insuraole value; and the mortgage, note and security agreement $hall be olherwlSe in form ilnd content reQl,dred by Seller, Out Seller may Only requil1l Clauses and coverage customarily found in mott- gages, mortgage notes ana security agreements generally ulilized by savings anClloan institutiOl"lS or state Or national bankS lOcated In the oounty Wherein tile Real Properly IS located. All Personal Property and leases being conveyeo or a$SIgnBO win, ilt Seller's option, be subject to the lien of a secvrtl~ agreement evi- Clancld by rec()(deO or filee financing statements or certificates of tille. If a balloon mongage, the final payment will elCCeeO the pat10dic payments thereon. C. SURVEY: Buyer, at B\.ry$"'s expense, witnln time allOwed to deliver evidence of t~le and to ex&mI'oEl same, may have the Reel Property surveyed and celtified Oy a registered Florida slP'l9yor. If the S<.irvBy OiscIOses encroachmentS on tne Reel Property or that improvemen1sl(JCated thereon enaoach on 6elbaCk lines, ease- ments, Ilr1dS of others or vIOlat. any' restriCtions, Corrtracl covenants Or applicable govetnmental regulations, the same shaU CCll"l$'litute a title defee'!. O. WOOD DESTROYING ORGANISMS; "VVoro oestroylng Organi$mS" M'OO) $l'IaII be deemed to indude an WOQO destroying organisms requirecl to be report- ed under the Flotlda StNCtI.llOl Pest Control Act, as amended. Buyer, a1 Buyer's expense, may have the Property inspee1ecl by a Flonda Certified Pes! Control Operator rOperator'l within 20 days atter the Effective DaTe to oetermine If 1hele is arry visiOle active WOO infestation or visible Clamage from WOO Infestation. exduding fences. 11 eitner or both are found, Elvyer may within said 20 08y$ (1) have COST of tteatment of aOlille Infestation estimated by the OperBlor; (2) have aU damage inspected and cost of repair estimated by an appropriat~ licensed contraCtor, and (3) repotf sucn co$t{s) to Seller in WI'1tIng, Seller snail cause the treatment anCl repalr of all WOO damage to be made and pay tne costs thereOf up to the arrooont prOviCled In Paragrapl'l Xll(a). If e51imated C05lS exceed that smovnt, Buyer shell nave the oplion of canceling this Contract by gvlng wril'len notice to Seller \VIttin 20 ClayS after the Effective Date, Of Buyer may elBCt10 proceed wl1l1 the nansactbn and receive & credit at Clo$ing equal to tne amount provided in Paragrapn X11(a). 11 Buyer's lender reqUItes an ulXlatsd WOO r$POrt. Ihen B\Jyer snail. al 6uyer'S 8lCpefISe, nave tne Opportlllity to nave the Property re-inspecteo for WOO infestation iII"ICl have the co$! of active infeG1ation or new damage estineled and reported to Seller in writing atleaS1 1 0 days prior to ClOSing, and t/'IQI'ealter, Seller Stlall cause suc:tl treatment ana repair to be made and pay the cost thereOf; prov;ded, SelIer's tOlaI obigBtiOt\ for treatment and repair costs required under botn the fltst and seconcJ nspectiOn snal nol ~ tTl8 ZlITlOIXIl !:ItOvlded in Paragapn XII (a). E. INGRESS AND EGRESS: Seller warrants ErlCI represents thai there is ingress and egress to the Real Property suffiCient for its intended use as described In Paragrapn VII hereof ana tltle to the Real Property is insurabiEl in accordance with Standard A without excsptlon for lack of legal ri9l'lt of access. F. L.EASES: Seller 5llell, alleast 10 oays before Closing. furni$h 10 Buyer COPIeS of all written leases and esloppelleners from each tenant specifying the nalUre and duration of the tenant's OCCUpilncy, rental rates, aOvanced rent and secvrity deposits paid by tenant. If Seller is unable to obtain 5Uctl letter frOm eacn ten- ant. the same Information snail be fvrnlShea by Seller 10 Buyer witllln that time penod in the fOl'm of a $ellar's affidavit, ancl Buyer may ttlereafter contact ten- anI to confirm such informatIOn. If the terms of the leases differ materially from $eller's representatlons, Buyer may terminate this COntract by delivering written noliCe to Seller alleast 5 days prior to ClOsing. Seller snail, al ClOSing. deliver anl;1 assign 811 origlnalleases to Buyer, G. WENS: Seller snail furnish to BUyer at litne of Closing an affidavit attesting to the abSence, unless otnerwi$e proviaed for nerein, of any financing stalement, Claims OfllEln or pOlentlallienors known to Seller and further anesting that mere have been no improvements or repairs to the Real Property for 90 days imme- difiltQly preceding date of Oosing, If tne Real Property has been Improved or r'Elpaireo within ttlal time, Seller shall deliver releases Of waivers of constructiOl'l liens execuled by all general contractors, SLJDcontrac:tors. suppliers and materialmen in addition to SelIer'S ~en affidavit senlng fortl'l the names of all sucn gen- eral contractors. SLJllcontr8ClOrs, suppliers ana materialm!lfl, further affirming that all cnargEl$ fOl' Improvements or repairs which COulCl serve as a oasis for a con$1/'uCllon lien Ol' a dairn for damage$ I'Iave been palO or will be paid at lne Closing of thiS Conlract. H. PLACE OF CLOSING: ClOSlng shall t)Q held in the county wherein the Real Propeny is localed at the offICe of the attorney or other dosing agent iClO$ing Agenti designateo by the patty paying for title inSlJrance. or, i1 no title insurance, designated by Seller. I. TIME: In cOiTIPVting time perioos of less tnan six (6) dayS. SatIJrdays, Sundays and state Or nationallegaJ holidays StlaII be exdvded- My time periods provided for nerein wnich snail end on a SatlSday. SUf"(lay. or a legal nofiday Shall extend to 5:00 p,m, of tne next busineSS day, Trme is of the essence in tI'lis Contract_ J. CLOSING DOCLJMENTS: Se119' shall fumistl the deed. blll of sale, certilicale 01 tille, COO5lf\,l(:tion lien affidavit, OW'lll/"S possession s1fidav/t. assignments of leases, tenanl ana mortgagee QSlOppelletlers and corteCl~ in5tf\,lments. Buyer snaI funi$h mortgage, mottgage note, security BgIWTl8nt an:l financi1g statements, K. EXPENSES: Documentary stamps on the de8d and recording of correctIVe ins1ruments sl1all be paid by Seller. All costs of Buyer's Joan (whether obtained from Seller or third pMy), Including, but not limited to, documentary stamps and inlangillle tax on tne purchase money rnortgage and any mortgage assumed, mortgagee tille insurance commitment with relatea fees, and recording of purctlase money mortgage to Seller, deea and financing st81ements shall be pald by Buyet. UnleSS otherwise provided by law or rider to this Contract, charges for the follOwing rela1edtltle services, namely title evidence, title llXaminatiOn, and closing fee QndlJding preparetlon of clOSing statement), snail be palO by 1he petty responsible for furniShing the title lMdence in aCCOl'dance w1tn Paragraph V. L PRORATIONS; CREDITS: iaxes, assessments, rent, interest. insurance and other expenses of IIle property shall be PlOl"ated through tile day I:lefore CIoSir"l9. Buyer snau have th9 option of taKing over exISting pQlioes of iIlsur$nC9. ilassvmable. in whiCh event premiums shall be prorated. Cash at ClOsing shall tle increasgd or deCreaSed as may De required by proratiOns to be meCle through day prior 10 ClOSing, or OQ:LJpancy, if oceupancy occurs Defore ClOSIng. Advanoe rent and securily aaposits will be credited to Buyer. Escrow deposits held by mortgagee wiD be credited to Seller. Taxes shall be ptOI'ated based on the current yeer's tax with dUEl aloWli\11C$ made for maxmum slIOwatJIe discount. homestead and other exemptions. If ClOSing occurs 8t a date when the current yesr~ mil- ege is not fixed and currenl year's as$8SSment Is avanaole. taxes will be proratea b85ed upon such assessment and prior year'$ millage, If cl,l1'9Ot year's assess- ment is not available, than taxes will be prorated on prior years tax. If tt'le"e are complete<:llmprovements on the Real Property oy JanuiIIY 1st of y_ of Closlng, which improvements were not in exiStence on January 15t of prior year, then taxes shiIIl be prorated based upOn prior year's millage anCl OIt an equitable assess- ment to os agreed upon between the parties; faUlng wniCIl. request snail De milde to the County Property Appraiser tor an inforrnel assessment taJ<ing into account av&table Q>(emptions. A lax proratiOn llaseCl on an QStlmate snail. at requesl of either patty. De ree(fjUSted upon receipl of cun$(\t year's tax bUl. M. SPECIAL ASSESSMENT LIENS: except as set fortn in Paragrapn XI(3), certif'lBd. confirmed and ratifled special assessment liens imposeCl Oy publiC bOd- ies as of Closing are to De palO by Seller. F'eoolng liens as of Clo3ing snail be i1S$umed by 8uyer. If the improvement has been subStantially oompleted as of Effective Date, any pending lien shall be conSIdered certified, confirmed Ol' relif.eCl ana Seller snaa, at ClOSing, be charged an amount equal to the last estimate or assessment fOr the improvement by the pulllic 00dy. FARlBAR-7s Rev. 7/04 ~ 2004 Flofldil AsSOCIation of REALTORS"' and Tne FlOrida Bar Ail Rights Re5EIMld Page 3 of 4 T-284 P.004/006 F-123 '98 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 216 219 220 221 222 223 224 225 226 227 228 229 230 23' 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 24" 24B 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 FROM-LEWIS , LONGMAN & WALKER,P,A, +561 640 8202 T-284 P.005/006 F-123 STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED) N. INSPECTION ANO REPAIR: Seller warrants that me ceiling, rOOI (InCluaing the fascia ana soffits). exterior and i!'ltenor walis, fo"ndation, and dockage Of me ProPerty do n01 have any visiOle ellldence of leekS, water oamage, or structural damage and mat tl'le septic tank, pOOl, all appliances, mect1anical iiems, neating, cooling. electrical, plumbing systems, and maCl'linllry are in wQ(kJng Conoition, Tne foregoing warranty shag be lim~eCIto mE) i1ems specified unless otherwise provided in an adoendum, Buyer may inspeCt. or. at Buyer's expanse, nave a firm or individual speCialiZing In nome in,pec1iOns ana nolding an occu. pationSl tlcense for such purpose fif reQuired). or oy an appropriately Iicensea Florida contraCIOf, make inspectionS of. 1hOse items wI1hin 20 days afl9f me Effective Oate. Buyer shall, pnor to Buyer'S occupancy but no! more man 20 (:JayS after Effective Date, report in wnllng 10 Seller $UCI'l itemS tIlat do not meet Ihe above SIanClaJ'dS as 10 defects. Unless Suyer timely repOr'l$ such defects, Buyer Shall be deemed to have waived Seller's warranlies as 10 oefects not report- ed. If repairS Or replaCementS ate required 10 comply with tnlS Slandard, Seller snail cause them to be made ana shall pay up to tM am0lJT11 prOYideCl in Paragraph XII (OJ. Seller is not required to make repairs or ~laCements of e CosmetiC Condition Llnless caused by a aetect Seller is responsible to repair or replaCe. If l/1e cost 101' such repair 01' replacement Ql(ceeas the $J"I'1o.Jnl provided in Paragraph XII (b), BLlyQr or Seller may elect to pay SUCh excess. failing whiCI'l either party may cancellhis Contract. If SeI~r is unaOle to correct me defecl$ prior to ClOSing, the COSI thereo1 shall oe paid II1to escrow at Closing. For pur- pOSes of this Contr<lct: (1) 'WOrKing Condition- means operating in me manner In whiCh the item was designed 10 operate; (2) 'Co5l't1etJc Condition" means aestnellc imperfections thaI do not affect lhe Working Conaition Of 1M Item. induding, Out nol limiteCl to: pined msrCite or other pool ftni$h9S; missing or tOrn screens: fogged wiodOws: lears, WOrn spots. Of oiSCOIoratlon 01 floor coverings, wallpaper. or windOW treatments; nail hOles. scratcheS, dents. scrapes, Cl'lips or caulking in ceilings, wailS, flOoring, fuaures. or mirrors; atld minor crackS In floors. tiles. windows. driveways. sidewal~, or pool oecks; ancl (3) crackeo roOf tiles, curling or worn 5l1ingles. or limited roof life shall not t:>e consiclereo defects Seller must repair or reClece, so long a5 tl'lElr8 Is no evidence of actual leaks or leakage or structural oamage. but misSing tiles will be Seller's responsibility to replace or repair, o. RISK OF LOSS; If 1he Property Is damaged Oy fire or otner casuaJty before Closing and cost of restoration dOSS not exceed 1,5% of the Purcl'\ase Prlce, cost of restoratiOn Sl'lall De an obligallon of Seller and CloSing sh$ll proceed pursuant to the lerms of tnlS Comrsct with resloration costs escrowed at Closing. If the cost of res1oration exceeo:; 1.5% of the PurChaSe Price, Buyer shall e~her take me Property as is. together Wlth either the 1.5% Of any insurance proceeds ~yable by virtue of SUCh loss or damage, or reC$iVS a refund Of Clepo5lt(s), thereoy releasing Buyer and Seller from all further obligations under this COntract. P. CLOSING PROCEOURE: The C1eed SI1aI be reco1'ded upon clearance of fvnClS, If the title agent insures adverse matters pu~t to Section 627.7841, F.S,. as amenoed. 1ne escrow and cloSIng procedure rElqUIroo by this $tat1dard shall be waived, Unles$ waived as set fOrth above the fOUow1nQ Closing prOCedures shall apply: (1) ell ClOSing proceedS snail be helo iI"1 esC(QW by lhe ClosIng Agent fOr a period of not more man 5 cIey$ aft9f ClOsing; (2) ~ SelIer's title is rend8l'ed unmarketable, through no fault of Buyer. Buyer shall. within the 5 day perIOd, notrty Seller In writing of U1e defect and $Buer Shall have 30 days from date Of receipt of such nOlificetiOt'l to cure tne defect: (3) if Seller failS to timely cu~ the defect, all cJeposits and !;:lOsing funes shall, upon INIitten oemana by Buyer s1'ld withlf\ 5 days after Clen"lanCl, be returned to Buj>er and, Simuttaneously witr'l such repayment. Buyer snali ~turn me PerwnaI Property, VliIC$te tr'Ie Real property ana recon- v~ tne Property to Seller oy special warranty deed and bill of sale; ana (4) if Buyer failS 10 make timely aemand tor refund. Buyer shall taKe title as is, w<wing ai rights against 5efIer as to any intel'\lElf\Jl1Q defect except as may oe avail301e to 8wer by 1/irt!Je of warranties contained tl the deed or biB of sale. Q. ESCROW: My CIoSng Agent or escrow agel'lt (COllectively "Agentj receiving fundS Q( equivaJent 1$ autnorized ancf agrees by accepl$nCEl of 1hem 10 dePOSn then"I promptly. hold same In escrow end, suOjec1to ctea-ance. disOurGe them in accordance wnh terms and conditions of t/'liS Contract Faiure of funds to clear snail nol axc::use Buyer's performance. If in ClOvOt as to Agent'S duties or IjOOjIitJes under the PrtMSions of this Contl'aCt, Agent may, at Agent's optiOn, continue to hOld tne subject matter of trle escrow unlil1he pCntElS hereto a~ to Its cflSbur5El'Tl9f1t or until e iuClgment of a coul't of competent jl,li$CliCtlon shall determine the righ~ Of me parties, or Agent may deposit same wi!l'ltl'le cler\( of tne Circuit covrt having JUrisdiction Of tne dlspJle. An attorney who represents a pa1y and alsO acts as Agent may represent such party In such action, Upon notifyir'1g all parties coocernect of such actiOn. aa liability on tne part OT Agent shell fully terminate. except to the el\1ent of accounting for any lter1"l$ previously deliveted 0U1 of &Se1'OW. ~ a 6censed real estate brOker, Agent win ~ with proviSiOl'lS of Chapter 475. ES., as amei'\Cied. My suit between Buyer and SEiVIet Wherein Agent Is made a party Decallse of acllng as Agenl I"tereunoer, or in any suit whereiI'I Agen1 interplead$ tne SLlOject matter of tl'le escrr::m, Agent shall recover reasonable anomey'S fees l1f"1Cl costs incurred w1tn these amounts 10 be paid frOm and out of the escrowed fund$ or ~valenl and Charged and awarCleCl as court costs in fa\lOl' of the prevailing pal'1)l, The Agent Shall not be 1~1e to any party or person for rnsdeIive1'y to Bvyer or $eIIer of Items wbjeCt to the escrow, unleSS SUCl"1 misdelivery is due to winful breaCl'l of the prov1$IOI1S of this Gonlrac1 or gross negtgence of Agent. A. Al'TORNEY'S FEES; COSTS: I" any litigation, including breaon. enforcement or interpretatiOn, arIslng out or ,nis Contract, the prevaifing party In such liti- gatiOn, wnicn, for pl,lrpOse5 of thiS Standard, IOhaII ,ncMre Seller. Buyer and any broKers actin!:jll'l agency or nonagency relatiOnSI""ps al.lthOr14ed by Chapter 475, F.$., as amentled. snail be entnled to recover from me non-prevailing party reasonable 6ftomey's fees, costs and expenseS. S. ~A1LURE OF PERFORMANCE: If Buyer failS to perform thiS Contract within the time specified, Including payment of all deposits, the deposlt(s) paid by Buyer and deposit(s) agreed to oe paid. may be recovered and retained by and tor the account of Seller as agreed upon QquidatEld damages, conSideration for the ~ecullon of this Contract ana in full settlement ot any claims; whereupon, Buyer and Seller $hail be relieved of ell ObligationS under 1nis Contract: or Seller, at Seller's OPllOn, may proceed in eqIJily to enforce $eller's rights under this Contract. If for any reason other than failure of $eller to maKe Seller'S title mar- KBtable after dili9l!l1t effort, Seller falls, neglectS or retuseS to perform thiS Contract, Buyer may seek; Specific performance or elect to I'Elcelve the relurn of Buyer's depoS1t(s) withoul tnereby waiving any actiOn fOf aamage$ rBSuning from Seller's breach. t. CONTRACT NOT RECORDABLE: PERSONS BOUND; NOTICE; FACSIMILE: Neither this Contract flOI' any notice of it shall be r$COfded in any public records. This Conlract shall bind and inure to the oenefit of me panies end their successors In IntereS\' Whenever tl'le context permitS, singular sl1all induce plural and one gender snail inchJde all. Nolice end delivery given by or to the E1I10mey or brOker represent ins any party 5haJl be as effective as if given by or to that party, All notices must be in writing end may be maoe oy mail, personal delivery Of electroniC media. A legible facsimile copy of this COntract and any Sig- natures hereon snail be consiosred for all purposes as an original, U. CONVEYANCE: Seller snail convey marketable title 10 the Real property by statutory warranty, trustee's. perSOnal representative's. or guardian's deed, as approprlale to the status of SeIlEll', SlJb,ect only to matters contained in PaJ'aQraph VII end those otherwise accepled by Buyer. ~ersonal Property Shall. at the reQuest of Buyer, be transferred by an absolute bill of sale wim warranty of title. wbject only to such matters as may tle otherwise provided for herein, V. OTHER AGREEMENTS: No pnor or present agreement:; Or I'llpresentetlOns shall be binc1lng ~ Buyer or Seller \,It\leSS included It1 this Co!'ltracl. No mod- mC<ltion to or change In this Contract shall be valid or blndirlg upon the patties unless in writing and executed by tl'le parties intended to be bound by it. W_ SS.LER DISCLOSURE: There 011'8 no facts known to SelJef' materially allectlng 1he value of 1he Property which ere not reacfjy observable oy 6uy8t' or which have not been di$CJOSed to Buyer. X. PROPERTY MAINTENANCE; PROPEATY ACCESS; AEPAIR STANDARDS; ASSIGNMENT OF CONTRACTS AND WAAAANTIES; SaIl9f shaIllTISin- tain the Property. Including, but not limited to lawn, shrubbery. and poOl In the COfIdition eltisting as of Ellective Date, ordinary wear ana tear excepted. Saller snal\. upon reasonable notice. provide utilities service and access to the Property lor appraisal and InspectiOn!;. including a walk.through prior 10 ClOSing, to confirm that all items of P8l'sonal PrQI:l9l'ly are on the AeaI Proper'ty and, subject 10 the fDre9oing. that all required repaire and 1'8Piacemel1t$ have been n'laos. and thet the Property haS been maintained as reQuired by this Stan(jafd, All repairs and repJacemen1S shall os completed ill a good and workmanlike manner, in accordance wrth all reqUlI'ements of law. and shall consist of materials or items of quality, value. capacity and performance comparable to. or better man. tI"lat existing es of the Effective Date, Seller will assign an assignable repaIr and treatment contracts and wamllntieS to Buyer OIl ClOSing, Y. 1031 EXCHANGE: If eitl"l9r Seller or Buy9f wlstl10 enler into a ~ke-kino exchange {eitMr simultaneous with Closing or deferred} with respeet to the Property under Section 1031 of the Internal Revenue Code ("Exchange'). 1he other par1y shall cooperate in all reasonable respects to effectuate the Excnange, inClud. ing the ~ecution of documents: provided ('1 me cooperating party sh<1IllflCur no liabijny or expense related to the Exchange and (2) the CIO$itlg shall not t:>e contingent upon. nor ex\enood or del8yeCl by. such ExCl'lenge. 1 H 2-2005 11: 51 FAR/BAR" is Rev, 7/04 e 2004 Flonoo A:;$OCialion of ReALTORS" ano The 1=101'100 Bar All Rights ResaI'IIod Page 4 of 4 12-12-2005 11 : 52 FROM-LEWIS,LONGMAN & WALKER,P.A, +561 640 8202 T-284 P.006/006 F-123 Contract Addendum Re: Seller(s): Buyer(s): Property: Lythia Thomas Boynton Beach Community Redevelopment Agency ("eRA") 1. Buyer and Seller acknowledge that Buyer is funding the purchase by Seller of that certain property having an address of 331 NE 11 th Avenue, Boynton Beach. Florida 33435 under that certain contract by and between Seller and Alfrede Lombard. Buyer and Seller agree that these funds represent the fair market value of the Property set forth in Exhibit "A" and shall represent full consideration for the conveyance of this Property to Buyer. 2. Lewis, Longman & Walker. P.A. shall be closing agent and issue title insurance. Upon the execution of this Agreement Seller shall execute a Quit Claim Deed in favor of Buyer which shall be held in escrow by closing agent who shall record it simultaneously with the funding of the purchase described in Paragraph 1 above. (Buyer) Boynton Beach eRA By: Date (Seller) Lythia Thomas By: Date 1:\Client Doeument5\BoyntQll Beacl1 CRA\2.419-011\MISC\coDbW add~dW1l.nr Doublel1me- Exhibit A to Contract between Lythia Johnson-Thomas for property located at 235 N. E. 9th Avenue, Boynton Beach Lot 164, ARDEN PARK, an addition to the City of Boynton Beach, Florida, according to the Plat thereof, recorded in the office of the Clerk of Palm Beach County, Florida at Page 96. PC N -08-43-45- 21-18-000-1640 12-J2-2005 12:01 FROM-LEWIS,LONGMAN & WALKER,P.A. +561 640 8202 T-285 P 003/006 F-124 ..... ",_lIAS .... APPROVED BY'" FI..OSA ,,~ . "As Is~' "~ ("5eIer1, 1* ~ Cl her&bv th8t SeIer IlIhlII sell an:!. Buyer nil bIJy 1h8 foIkM4ng dB&cltJed RelII Property asd P8tSCll'lll PropEJty ~ "Property") ~ 10 1ne """" end condltIonS of thl8 Connd b' SlII8 emt P\.lrChaSe 8I1d 8f7t rider.s and edd8nda ("Contract"): L ~~.I~~\~ ~Carty._11W~ "'__....$.j!!5;~;=:4t11 _-" W'~ - ?i31.g;- Iol- _--".,..(01. _r\!O. - --......- :.-...........--- speciically lXduded DaIow. 0IhiIr llema II\dUded llf'e; 2" 3 4 5 6" .,.. 8" r 10 l' ~,2l' 13"' 1~ 15" '8" IL pURCHASE PRICE (U,S. c:urrencyJ:. _ . . . . . .. .., .., ....... - . . .. . .. .. .... .. . .... . . , . .... .. .. .. . . $ 911!i1tI'J.~ 17 PAYMEHn J /"JiI'vo'"'\ 1 t/' Ial [lepclsiI hIIcl '" IlSCWtV br __1IIIf Il:u5:' u... ~" 1hs at'ltQlI1t cA (c:h8Cks BUbjBl;t 10 ~ III , ~ ~ ~~-::~~~_~.~t.~..._..~~~~....................... s t.'/OOD _ .21'" rl:lF"IlIIII1Cing_~Nl "'tJ'8~CIl...... ..... ._... __.... ...,... ,. .-...--... .... ,.,......-.. .... II U (ell 0I/tII'.... . . __' ... - __....... ..,. , . " . .. - .. .. - .. .... .... . .. . -. .. .. .. -- - . . ... . .. , .. - . .. - .. .. - .. . . ... . 15 ~:. :~~='.~_~:~~.~~~~.~.~~.~~.~."_"""""'" $a4~t:tX2 25 Ill. TIME FOR ACCEPtANCE OF OFFER AND COUNTEROFFERS; I!!FFEaIM D~ 26 (at If this ofhr.Js\ ncnlll.llClJle!l m..~ to all par1IBS OR FN1r OF E)CECllTlON comrnuM:8IBd In wrtang bfaweer\ the pertiea on or 27* befar8 ---If;::i- 10 - ~ 6~ deposil(&) wm. at Buyar's optIan. be I'8UnBd and this offer wI1hdr8Wn- UNUSSS 01lf- 26 EAWlSE $TATS), THE 11MI FOR A OF NN COUN'I'B'OFFERS SHALl- BE 2 DAYS FROM THE eRE THE! CQUN- 29 11R)FFER IS DELJVERED. SO (b) The daI8 d ConIr'8Cit ("E!lIBclNe DaW) wiU be the d8fS when 1h8 1_ enD of the B"I8" rncS Selllilr h8s 5igned or In\II8led ttis o1f8r or 1hs 51 IInIll counIlIrQlI'8r, If $UC:h dI1e Is net othetWI8e set forth n IQ ConIr8d. then the "EfI'edIw [)Ide'" &hall be the cI8tB detBmlInsd aboYIl for ~ acc;epta'JC8 of thIls offer or, if applCllble, hi finllII CO!.d~. :3S IV. ~~C~G: 34T f'ta) ThIs is a ca6h tran&8dlon with nc 00I"19r:n::1e6 for financing: 35" 0 ~)1hIs Conb"aCr Is contingent on Buyer cbrairling approval dI a Ioen ("loan ~") within - day& l!f blanl(.. then 30 ~ after see EIfvolMI Oats (Ilcan Apprl7iGl oce1 for (CHECK ONLY ONEt. g a 1bIed; a an ~ '1tatlIl,tj or 0 a fbced or adJtISUIbIe Iillle Ioat\ In the pm.. :rr dpI/ iVIlCl.llt rI S ~ at an initial inlSrest rem nCll1;I exceed %. tiscounl and ortghs1larl tees not 10 exceed 38'" % c4 prRipI& 1r11CXI1t. and fOr a t8I1I1 of _ y&ilIS- Buyer wiD makB eppJiC8llon within _ days , blank. 1han 5 dayS) afWr S9 BIel::Uw8 Data. BU>W' snau use nI8SOrIBbIe di&u-nce 10: otJtBIn Loan ApprcM1l - natifY slier In .aIng of Loan AppIlWill by L..oan 40 AppmWI Dee; saliSty1linl'1& and ccnftons d 1h8 Loan AppM: and cIaSe 1h81oan. l.CIIn ""ploval whiCh '*'*- a condilion I1ilIat8d to 41 the saJe of c!her plOpmy 8IWI not be deemed L,gan Approval for plIPDS8S at I'Iis 6Ubfl& egaph. ~ shIlII piIlff all teen axpenees. If Buyer 42 doe& not defMlt' wrltl8n notIc8 tg SeIer by LOan ApprOVal 08IB staling Buy8r has 8I1her ob1alred LoIn Approval or w.necI'Ihls finencing con- 43 1ingency. then either pII1Y may cancel ttis Corn.ct by dBINerinlI wrIden naIIc6 rcanceUat/gn NotIc:B1 to f18 otner, not later th8I"I sewn (7l 44 days prior 10 CIo8In9. SelI&"S Canc8l1a1ian NC1Gc8 must S1IdB1hat a.r..- has I'IrBe (3) days to dlilIiver to SeII8r wrtttsn noIiCe waving tBs 45 ~ contingency. I Buyer haS ueed duB diIgence iI'Id "- not ub1IiIliId l.OI1n AppIOWI befDr9 c:anoeUaIIcn as prgvidEId 8bove. Buyur 45 shall be ftlfl.I1ded !he deposl$). I.JnIess Ihis fJ'lanr;:I'IQ oantIl'IgenCy !'as be8t'l waIwd. thiS Contract shall remuin subjeot to the satJs:lacIion. 47 by Closing. of 1t1QS8 conc:Illons of Lmwl ApprOval NlEIted to the Property: 48" 0 (c) A:5SIn1p1ian of __ mortgage (see rider 1Dr UllmS~ or 49- a (d) Purr.1hase manay l'IClIe and ma1gaQ8 to geIIer (see "/'oS ~ stenderds B and K and riders; ~s: or specleI clauSeS tor termS). so- V. 1rTLE IMDSlCE: AI IeeSt _ daY' Of hIank. then 5 dayS) before CIoSlng 8th inalranCl8 CCIY'I"flI1rn8nt with legible ccpies of inslI'\,Im8I"Its 51 listed as e.xcep1iOnS atIached ~ ('Tille Corm1/1man~" inJ, after CIo$ing. an QWI'I91> po&cy of 1itI81nsnnce (See .AS IS" Slal,dard ^ for 52 lMI1S) shall be ubt.ai Ivd by; SS'" (CHECK ONLY OHit. 0 (1) SeIw. at. Se1lel"s ~ arx;\ de&vnd to BL\YE'I' Of Buy8r's attaneY: or 54- 0 (2) Buyer st ~ BCpBl1se. W (CHECK HERa; a If an sb8Uact ct titie Is to be fun1l8hed INt98d of ti!Ie ~ and 8tUICh _r\l!Iq !<<.Jerm6- - . f","l r -t.. - S6'" VI. CLOSING DATE: 'This ~rsnsaetion shaIIlJe dOSeCI and the cIa&Ing doc;;:urnents~ on &:;1,... ~ D'tCil' ~t'Cfosing1, unlest ~ modified by CIher provisions at this ConrracL If Buyer Is ~~ 10 cbtJln ti8Zard. WInd. Rood. q( Homeowners' nsurance at a ressonable rate 58 due to elltrem8 weather c::adIDnS. Buyer ma,y CIeIIIY C10sIng b' up to 5 days GfI8r such COII8RlQe b8CCll1l86 available. 69 VII- RES1'RICT1O~; EASEMEM'S; UMrDmONIii: Saller shall COl'NFI1 mar\CElI8bIB 1IIIe subject to: ~ land u:J8 planS, 7.Oring, 60 r&StI1cIi'JOS, ~ iI1d oth8r ~ Impased by ggvemlTlIiI1taI ilIUIhOrilYi ~ons end msltn appearing on the pial or otMtwllSS 61 COrTVnDrt 10 the I\JlcIMslOn; oum1andog oil, gas tnd mlnEnl tIghIs of rec:ad witI10uI right of entryj unplu1tBd publo utilty easemErllS ofla7Qd flI!oFWAFI Ml&-1 ABv.7104 02004 Aarida "QQ~ of ~ IIt\d 1hB F10nda e.r lIcenMd Il:I ~In.wa WC!l:~ All R1ghlll ~ Poage 1 uf 4 I1sJ1'IS of PersonII Property (and I8BSed Items, It any) excIud8d 8/8: A T-285 P.004/006 F-124 I' 62 ~ _'" .... ""'~ _ ..-.I'" ......... 10.... VI- ..", ... - (if - .... """ 7 1~ fool " ..... .. \Q "'" """ , 53 _ ..... far .. of'-" ..-.1"-'" Y8lU'\ IIId .......,d """!!1Il'" md plItleE IflCJl1Il'f """'-"" · any \If od<lliOM'....., ... , ... -* .......... ,lilt ~~~~ ~ of ... _lnS end ""'" ~~SO 01 \ho Pnlporty la. :- iOIl. OCCU~ SoIa'..... __ oIl'1oplO1lr \Q...... at..... '" CIoOP.I--..- --......,. · -"-- PI '" ..._or_...........CIolnl. .........."""'............._or_....... ................."'""" Ift'-" 00 F. r --=v".. be -.cI- """*'90......-.. - oflo5slll-- d8O> of__-...--........ 69 far ............ ___lIllI ohoII be ciornod""" _plod - VI is - -.. "'- "'--- 70 III TfP6'MIlT'IEI'....-m&' I'All\IISlONS' ~ or~""""*",,. --""" -.... -.. ....... ...,. 71 vI$IOT\S rJ thiS C/;fltI'8c:t in ccdIct with them, 7'Z' II AS6IllfIASILInl \CHf"I<ctU~ ......" "'" __ .... - ... - - ""........ - ..- tholJol>ltllOl: ,,- 7'3" ~ 1')1.1 nee be ~ from Iiat8Y ~\tIis Con1RlCt or~ nOt assign 1hI6 CantrBCL 74 XI. DISCI.()&URES: 7~ (al 0 CHECI< tI!FIE . ... _ .. aubjlcl .. . ..,-. ........... ... ~ by · ..- ...... ....- " - ..... 7ff' _ bljOllll CIolnl.... .... "l*I'Y _ .... pay ........ dUB - CIoIi1J: ll$lIB'O _0 "'"" (l:Oll--' 17 lbl- ..._ _ __..._ -.,.,.,.....-In._....- --- - pnoeont - - to 1""- 78 .........,....,.-Ill. __. .... of......... _od _..... -.- .... be... -" - VI - 79 AddiIionaI b1f",,"~ f1l9li1dIng r8dCn or rudcn ~ may bIB obt8ln8d fTOITt yell.1' CDUn\y P\.dC HeaKh ~ 80 Iol Ydd ........... __... _ .......- - ar."- III ~ . .................... (if - -"'" ~n 8' regilding maid. euyer should conlIICt ao appraprilde profBlEIonaL "" (lIJ.....-...... "'... _ EnoIDY-BI- _ -..adOn """",,",.pad"'- -...,. F.S. 83 (EI) If 1M reel propertY IncludeS pre-1978 residenual hoUsIOSJ. then a ~d ~ rider is ~ .. lIl' _.. . __ paroorI' as""'" by"'" FonirJ' .n--<" fl"j _T.,,,.... ... ...... - "'- - """ """ 115 llIl_l;llClIJI..D "'" ElIiCl/1E"" (ll'lN'I1lACT wn. BUYiA HAS _EIVED AND """" THE HOliIlID\MlEAS' A5SOOlA- 86 TioNICOMMUN1V DISCLOSURE. rrr " PR:lf'I'RlY1l\XLiSCl 0IiIJI'IE"- 8lMfIst<ClID NOr"'" CJOi l>EsauR'S ~l'ROI'ERI'I__"'1l'E- 88 Of t'IU'"" (_ '1HIO" l>E BJ'/EIIIPI/ lIE QIO.laA1B> 11) flIf{ tllIEYfAA ~ 11).......... ^ """""" OF a.'\I'EF< .. .....CR.....SlTI~1!lIl!J3I!I'lS~0f*PIO'Il'llY'1HIO"CI1lll !IiIl1J'INHfGOS'I_11WCER 80 IFVQJ '""""'_ a.em<I'S C<JoIC!I'I'ING~' CCM"Cf l>IE a:u<TY PRlf'6'llY ~ OffICE fOFIlNRlfN'JKJ'. 9' XII. MAXIMUM REPAiR COSTS: DELE1"ED 92" XUL HOME WAR~ 0 Selar 1;1 ~ 0 NJA wiD pay fO( a home wanantY plan is$USd by 93'" aI e cost I'd 'i:l elCCI;IIllO $ -" I"'i"'\ ... ,... ~ _ AIID 1IIGHT1lI CAJlCS; /IlI- _...............,...... - 0Il0 ~ /'OriOIf')-' go _.._-..-"'..Pr-",...-..---....---........---by... go __..._-f/lI--....-- ""---"".....--.."""......."'- 111 ..... .-.....of'...~_.... .....~..., r<i/lf_- iI........- ~...... 98 _......~,. _.........._ ___.........-"'- __of'....- .. .. _,.,.... ........-. of'......... _ If_- --- ffIIa c..o.- -...,...olId"'" _..".,.. 1CO __" _ _ _.... _-.. ........ ofd--- --.....,.."..., - as 1 D1 ptQVll:led In fhIs Paragraph XM 17w aboP pravislGn Ib) shaJ swvilI8 ~ aft/riS eontr.aet. "'" ,.. __ $PEI:IAL""""""" ""_ __ __ _.. __ NOD'" _Ill md """'" pOnd'" C_ 103" 0 tJ(lNllOlIIIIII 0 _ 0 11OMI!O'f/I'IERl!' -. 0 u;AO-BASED PAWl" 0 COAS1l\L CXlNS'1RlJ01l"" COl'm'OLlJNE '04" C lNSULAl10N Q QIher CoJ'l~ ~ F'rD\IlSIClnS C AdtkndiI 105' ..,..,.. _---....-Fm _"...""PfI't........-.................--... ,iii" ..",._OF.....AT- ..............""......-..---.-......--... _...~wa 101. ""...-...'"--.......--.-----~-- ---........-- sla\lIllId ~ hlrllD- EIhIlI.IlIllld~bnilI brlJllu~ 8IIll PurI;Ir.&sn. by ~ (jIh5Cll11Rd. ~1I~ 11_ ~ '08 JI1I\. ....151' SIllI'lIlN'DS FCfl-. """""~ rAS IS" -"'* B....... ...... -- """"'" d. "'PI' of "AS 100 IS- S\:andB'ds A throuQh Z. en 1118 ~'Sde or suecned, which are incorporated as part c11hl6 ~ 110 nas IS INTENDED TO BI A LEGALlY BINDING CONTRACT. IF NOT FlJuY UNDERSTOOD, 111 SEEKllIE AlMCE Of AN mDRNEY PRIOR TO SIGlIIING.. ,,2 ms""" IS" FOIoM HAS BEEN Al'f'ROI/ED BY THE FlOAIDA AS6OQIC!ION OF RI!AI;IORS" AND TIE F1.OflI<>" BAlI. 113 ........ ........ ...- "" _ ...... of... ...... .... _'n "" (loolnlCl- ... ........... by'" ....... " · '" ...-_ ..........__....-- _ u...... '-"'" - --....- 1'~ ~claJI~eO~ 118 ~i FClIt'-'Y"""" UN! NUMBER .. THE _GIll NJICI\TES 1l<E UNE """"""" ^ Bl.ANK'TO BE coMPlET6l. 11 _ t:Ji.;,W ~ Ie..:!! 11 ~ (SCL.1SIl (DAlE) ~~ iDAm _ o>J<1'El 121. ~' addreSS for ptJI'P05$S of natlc;e _ Sefts$' ar;td1'El6$ for ~ of notiCe ,22* 123" _ """'" P!loro 124 BROKERS: The tII'CkBIti (inQud1n9 coopldlIn!il brQlc:er$. If Dt\y) named ~1he only brokerS entlf:led 10 ~on in connG01lorl with '20 ... "",..,.r.--.. ...., . , _ ~ I :-l 1 V- - "'"' ,.., I ~ . 126"",,"", ~ r\~ u..... r ~ ~twY1 _ U ..,1! ~~ '\ ~ 'lI?1..J Hr' ~ ...-,.... ..-..-' .... .............' _ 7"'" .. - """"" """"""'" ~ - """",.......... -- Or ..... ~....... -- AU "0"'- PaGe 2 of 4 12-12-2005 12 :01 FROM-LEWIS,LONGMAN & WALKER,P,A. +561 640 8202 12-12-2005 12:02 FROM-LEWIS,LONGMAN & WALKER,P.A. +561 640 8202 T-285 P 005/006 F-124 1211 -AS IS" srANDAADS FOR REAL IIfroQ'E ~ ,29 A- TJn..E Il\ISURANCe The ~ Cgmtnilrnem shall be \s&uCld ~ Cl F\Qrid1.1i:lenIId tIu ~ &gI8IIng to i!lsu8 BuyW. Upon ~g or \he dEd to BuyRr. 1!O IltI ~ pab of. inSUrII'lCIIln ,ne IIl'ICUIt orb punnse prIr;:e. NuMgI!Iuyer's ~ tide 10 the Re8I ProPa'lY. iUbjIIcl. odi 10 rnalteIS contained 131 lI'I ~ Vl8tId those1D be ~ bv siller at cr bIfoI8 CDWlg. ~tIIIII sh8II beclllsminEd IKlCtWdIng 10 appl\c8blEl'Tl\le$lsnd8rds aaopt- ,32 ud by 8U\t1DlIIY af'Tlle Pbr;da BElt III1d in ~ with litw. BlqClI'shll haw 5 ~ fIorn dII8 flf ~ Ih8l111e QlrnrnilmGnltD ~ It. and if tIIIc is 133 fo\,ftt d8feOIIve, noIfy SIIIIet In 'fIIrldng ~lng dclf8GItIJ whIcih ..,. tittII ~18- SIlk ~ I'vMe 80 de,s 'Dn ~ d naticR 1Q RlI'f1OII8 the 194 ctMds. fIIMg whidI au,. nil, w1d*15 deys 8ft8r ell;IiatICIn rI the so _ perlcd. deI\IIeI' writtan nodcB to SIller eiIhI=r. (1) ~ the lime for a tIIaSOl'I- 135 able pIIIaO not to I!lCIlId 120 _ will'*' wI*h s.kr..hiII use diIigllnl Q(b'l to '*'1lMl n. ~ or (?,) mquesq a refI.lnd of dupDGItts) pakl ~ IlhaI 136 be ~ ftl ~. If 9u)'It fall to sa noIIy SdIIIr. Buyer sh8D be daernlId to twve accepted the tale &G 1I1hc1n Is. Seller shaI. I. ~ fourd ~Ie, 1S7 U80 cfilI98m elM 10 IXlII8Ct cWflGt(sl wiUUn 1t'I8 Wne ~. If. .nsr dIgInt eb1. SlllIIIf Is..... to ~ call'Od the GIIIilCTB. a..- 5tIaI" WIIIYe the 138 do/'ed$, 0l18ClllW 8 l8fuM rJ ~. 1hetIIby ~ Buyer end SaI8" frOm eI Vlher QblIgBIians ....11115 0lrtlnIDl. IF 9IIIf is to ptO\4de lhe ,.. 199 ~ and k Ja d8llvldd 10 811)"1' IBsI thin 5 days priot 10 0\ClSQI. Buyer ""1 CIdlIIId QaUlg so 1nBt ~ &hd tleVe up 10 5 - ftDm - Q/ l8CeiPt 140 'to elQVIIile &III1t M'I ~ wI1t1_ ~ IS" SImdeid. 141 B. fIUACtIAS'E rM:JIfJ'!I MORI'GAoBIiI SlElOUF\IN NlAEEMEMTTO $ELl.EA: A piItt18!Ie money ~ fI1d rmttlJlDl ,. to ScIsr chili prcuieIa far s 142 SO day !1&Oe ~ in 1t111 event of cIefauIt if a \i'A mongI98lll1d Ii. 15 day gt8CO Jlflriad If a sscorld or'" mar!g≥ IlhIR pnMde Ibr riQnt or ~ 148 In wI'de or In pan wahaUt ~ snaa pMI1II ~ ~ ~ of1rln5l.. or !he RcBI PrcIporty. sI1lIII reQlJrelll pr1Qr Iim1s end ~ 10 be ~ 144 in ggod a&sndIn!r. stlel fart)id mocIfir;a1lorD d. or fu&U8 adv8tlC8G LI'ldsr, priOlltlDl'llil8l(s); 8h8I .-quire BuyIII' 1D InIinIUl pOides of i15UrBJ'Ies comaInJrw a 145 SWIdIIId mortgBgt:e dauSe CCNBI'InD all ~rna Ioc:alIld an \he AeilI fIroPlIl'lY aga/nsl h an:I II peds incIudsd wllhh th81elTn -..ndllCl oouerage , 46 ~ and sur:h aIher risIcS d pdl811 seier may ~ J&qUire. In lIl'llitlnQlri colli to 1hW ~ inzIur.lIbIe value; 11\1;\ 1he mortgage. nolO 147 and ~ ~t shall be CJtlCIWili8In farm &nd conII2nt ftlqIJjrQI:I by SeIIet. bUt SllIIer may ody f8qun ~ end COIIGI'8gt ~ faunclln rnon.- ,.,8 gll;III. mongege rd8S and securIly sgreB'lIIIf"G generatt uliImd by ~ IIId Itdn irtstitJlians ar smla ~ nBI\unIII b8nkI ~ il'I the c:adY wheIBin the ,49 ,.. PIOpety Is klCaIed. AI PoIlUll'llll ProperlY .,12 __ beil'I9 =nveyed or asagnBd W11l. at SQIIefC apUDn. bIl! sutas= II) Ule .., of" seQ,A'Ily ~ evi- 1SO denCed b1 rwcard8d CI tI8d I/'I8lD19 ~ or Q8I'lIfIcIIISS of WIe. Ir. bdDDn ~, Itle bJ psytnIlIll1Nlll BlCC88d !he ~ ~ Ihenilcln. ,5' C. 8UfWEY; ~, 111 BI.NW's ~ tnhIn lime __10 d8INIr ~ of_ and 10 I;ll8R1i18 SlIMII. ~ haw 1he RmI Pmper1Y ~ (WId _. 152 IIiId ~ a ~ FIcIricIa SUf\IC)'!JI'.lrthD ~ dIlICIDSe5 ~ on 1he Re8l Prope/1.y or lha1 imP~ts lacelad tl'lel'IlCIn 8fIClO8Ch on S8lback 153 1nIIs,...serna. IInd$ of DlIWs CI W:lIld8 "'i reslriC\ial1S. cc.dr8Cl ~ or ~ ~ ~aI'lS.Ihe'" 5t'iiIIl consd1uI8 iii WI defeCt. 154 D. WQOO~ 0RGANlSMS: DE&.I11!D 155 E...GREIS NC EGRESS:- Sella' w..... Ind represenIS thDl1h.rc is in;njSS ~ IiICJI89i 10 '\he Res! ~ ~11cr ills In\eflded lJse at:: dIscrbed 156 in P8tIIgIIPh VII henlCll anCIllde to r:ne AM Property Is it'ISUtIbIIln ~ wlll\lw.-s IS"' SuniIrd A ~ ~ far I8dC or IelJ8I ~t of -=-- 157 P. LEASe8: Sele- SSlllt /8Mt 10 ~ beItr8 ~ fumIIh 1D ~ ~ elf III wrt\tBn IcsileB nI ~ 18UID florn each bltUInl ~ 1he nature 158 lItIi:1 duratil:ln of trI8 tCI'IldS ~~ tW1tII dIIA adIIlP:8d nwrt lItlCIlel:lJrty dBpCsits pIIic\ by -.nL If sea. is LI'III:lIIIO obt8in sc.ch ~frQln 8IIch ten- 159 II1t. the &IImI jnfcrmsIIan nil be ftrnI&hed by SIder 10 B~ wIU*1 th8l ~ in 1h8 bm 0\' a SeIn aftIdIwit, arI1 9Jyer mar 1h8IeBfter ccnISCt 1Im- 160 _10 e.anIirr'I such inbfnIIIon. If the UI'I\"IS of1he IeIIDS dk n18bI~ from ~1IIIlni ~, Iilu)'8r IlIlll' 1IlrTlit1are tI'IIa OontmCl by dehel1n9 written 181 ncJlC 10 SelIm'I1% .. 5 d8)'s prior to Qc,ing. Wcr al'l8l81 Oosin;. dIIVII' end BSSIIJI sII originII== ia 8u)er. 162 G. UIENS: $IIIIcr llhd MnIsh to 8u)Illt at 1In1c d CIasiIlg an 8ft\cllMI aDDitinsI to the 8b5enCl8. \riISs tCheMise pWdod (or heIWl. d 81'1)' ~ s1at8mel1t, 183 eIalrn5 of IiIln or patenliIIllienarllcnowl1lD 5eIIer and U1h<< dQ5ting 1h8l1here tBVe been l'lO ~ Cl ~ 10 tile ReIII pPgpeny for go deysllmn'le- 164 dIattlIy pl1lCRding date af CIoIlng. I/' tfIl RIIIII Pm~ ha been inpnMd or rcpand wiIt*1 thsl tml. SlIIer' shill dBIwr ,.... or weivet'S gf ~ , as IIen$ execuIed by .. ggnn eontracmrS. ~, ~ 8l'ld mS8rIaIm8n In IlddtIOn 1C $lilHer'!s &en aII\davit satting foI1h lhe nernes 01 as aach gen- 186 eRII ca~ ~, B1JPPIin _ ~ bthIlr' Id\IrIring 1hat" ctJIltgei fa!' ~~ ar _J1I which could $8Ne lIS a ba5is far e 1 r;r ~ I8n or a cIIIIm fa dIIJ1I9It& t1lIU8 been pIIfd Dr wi be pllid 8llhe CiIO*19 or va Canlt8Ct. ,.. H. f1,ACE OF CLOSING: CfaIIng sh8II be hek:I i'lthe ~,., wheB\ the FlBBI Prcper\t is kJCIdIld at me ~ of 1ha aI:!DrrIa)' or ctner cItlSrlg m;ent ~ 1 El8 Ager1I'') deSigl&ed by \he party paying fOr 1I1le 1ns\I'IIlC&. Qf, if no Utlc ~ deI4IBtSd iIy Slier. '70 L lWE:: ., ~ tm3 pericxI.5 rlless Itmn . (II days, Siali&'days, ~ .,., .. Dr naUanlllegaI tJOlilayG stran bIil ~ My'" period!; ptOvidtld 171 rill' ~ which sMII end en a SaluIdaw'. SI.R:Ia>i. or a IegaIIdday shBISldInd 10 5:a1 p.11\. of the nclCt busIneSS -. Tmo Is cd U. ~ ill this CaJ1b;lct. '72 J. ClDSING ~ SclErIhal unlsh!he d88d. till at -. ~ af1llle, CIllI'l$IruOt/c 11m aI\dIIvit. ~ p~p !ion a\fidIMt, ~ ollila- 17a es.1Ilnant ancJ ~ BSI1;#eI kIltars end ~ ~ Buyer shaI btlish rnongagB. martgage ncu, aecurilY oy.......-n lII\d blrldng ~ 174 I(. EXPENSES: ~ ~ on tha dlllilCl8l1d ~ of carrec:!Ive ~ &hall b8 paid by 5e11!r. NJ costs af Buy8r's IDBn (~gbtahed '75 from SlIIIer cr'thlld party), ~. but not Imil8d 10, cIcIclJrrW1IBIY ~ Ind 1nalngIb1e1alC an thQ ~ monsy Illl:lt'Igage III'ld III'lY IJ1ClttSISI8 assumed. 176 rnartgagae tIIIe ~ cartr'IlIttrErll wIlI'l tt!la18d fees, and tu:ordng of purcI'\8Se rnar1S)' MOItgBae. clem and ~ng $laI.emIilIlIS shill be paid by Buya'. 1 IT l/nIelIS 0Iherw15e poYided by law or !tder iO 1hiS eontract. d'alrgB$ fcr 1h8 fb1lowlne milled 1ItIe $eMces. namely tiIIIt evidence, 1lIl8 ~. and dOSIng 178 res ~IIQ pI8pIHlion d cbsIwJ ~. shsll be PBId br the pliny ~1SiIIe for flllTlititWlg 1hu titIB ~ in ~ wIIh ParagllPh V. 179 L PRQAA1'fON8; ~ Ill: "1'.-, ~. rn,lnIslm. ir\N1PZ arid ottlo'8llp8'ISBSd!he p~ shill be ~ tMIU(#l the day beforO 0Iasing. 1SO SuyeI' 5hd I-.vc 1h8 gptlon gf tIIdn; tIVf!r elIIsIIng pCIiCiRS d rnsurance, If ss:un8ble, In \MWlh e\'BJt prIlI'IlIlrnS stllII be ~ CZh at O.,g $lBI be 18' ~ or dl.u.dS8d liS n'll1Y b8 requir8d bv ~ 10 be made 1hrcugI'l" pdIlI' ICJ (bing. o/~. If ~ 0CCUI5 bdorla CIaIlng. ftttjv8rce 182. l8I'lI. 8Pd ~ dtpOSks wllI be aedIed to Iu>'a'. ~ depOSIIs hllld by ~ IlIIII be ctfdlBd 10 SeIer. T_ shell be ~ bI$8d on 1he ~ '83 Y="I fer. wllh due eI\oINanal rfl8de I::lc' mmiJ'l'lLIln eIIaw8bIO dbc:O&r1l. ronesIDlId end o\Ilrlr ~1S.11 ~ c:c:caP at 8 dID VohIn l/1e ClIm!l"Il yesr's mill- '84 ego Is not 1Ixed and grrent yen ~ Is.-illble, UIllIl5 wi be pIOTlII8d beI8d upm ~ ~ II'ld j:I1cr ~ 1flII8ge. If ClDnty&n 8S$8IS- 185 m$1l is oat aveilWle, lhI!n lallllS wi! be pmratI!ld en ~ yeer's 1SlL If tIWe 118 flOIr4)lcted ~ an Ute ReIi PIapeny \:ri .\a1uIIIY 1 sf. of year af CIoIl~. 186 wI'di ~ ~ not In .mnco on .J8tv.JlJIY 1st or prict '/IIIf. lh8n taKBS ~ be pIOI'lII8d basad upon prilli' yar'5 rriI8ge BI1CI at en eQIJIIBbIe ases- 187 ment 11:1 I:Ig asreed upon between !he panIes; ~ v.t1lcl\ 11!Q\,IIC!Il S1eI be made Ie lhri COuntY Praper\)' ApprD8f for an Informal ~11BI1t taklng intD 186 oc=unt IWIl!I8bIe _1~1I. A liIlC prcratkx1 based en 8lI11l!ldrN18:ild. III !IlqWO\ of eIti'l8l' petty. be ~ upCll'l J8Clllpt or wrent year'$ tax bL 189 M- SPIiCIAL ~ I..IE:MS: ~ 811 set {cntl i'I Plngnlptt )(1(11). r;:MIIed. canfImed end ndIIIed ~ ~ IIBns imposed by pul:lllc bod- 190 iee 11$ ~ 0klSing ate 10 be p&Id by SeIec. ~g IiIlns 8$ of 0I0sIn51 shBII be ~ by 8uyeL If the Irr1prcNl!f'IWR haS been ~1ICIIIy c;:ompalBd - Of '91 Bret;live Dele. $ff'i pendlne ien shell be CCItI3ideIcd c:sni\ied. conIJmed or ratified and Seller shall. II 0II:l5Ing. be charged en ~ flC!V3I tc r.hte last esIimBte 192 r:r ~ for the ~~ by the pldc body. ,sa N.INSPECnON AND RIIWR: DELSrED 194 O. RISK OF LOU: r 1hc PlOJ3Elr1Y is d~ by tire ~ other ~ befOre Closing and t:OSt d ~ does not exc;eed 1 B rI me PlIChase Pric;c. 195 C05t cI t8liIPB1lon shaI be an obIgBIIQn tA Seku" and ClosiI'Ig shall pI'ClCIMd pursuBn\ ID 'lhfJ tsrrM d this CcIntI'laC:t with rasIDIaJion r;OStS ~ ar ClOSing. 196 un cost d restlJrIl/jgn sxr;eeds is oflhe purcnase Price. ~.&haI eilhcrUllalIhe Property as i&.lagIlIhCl' \MIh e\lhB' the 1~ or 8l'tf inSLIf8I1QEt pm- 197 CCIlds pAY8bIe by virU.c 01 6UCtI1O$S CI' c:iamoIgQ, of teeeNcl a reliJnd or depOSII(SI, lhc:rBby reIBaSIng Iuyer and SaIIB" frOtn al1Udher o~a1iCnS under 1Ns 1ge ccmract- 199 P. CL..DBING PF\CICS)URE: The deed shill be recorded upon ~ of faJnds. If the lille aplllUeS adwrSg matIet$ plJI'S!JlIJlttD Sec\iOn 627.7841, 200 F's.. e:o:. &mander!. ttm esMJW and doI*\g precedvre ~ by this .~ IS'" Standard =hili be weivtlli unms waMcI a& set forth sbeNe ~ 1allDwing dOS- __ ","S-' ....7"" e.... __lIOn" -...".. """ Ill< ......,.. "':;Ol""'=~ FROM-LEWIS , LONGMAN & WALKER P A , . . +561 640 8202 T-285 P 006/006 F-124 ,01 .....,.~FCIII_ESDIE ~ ~ "'" ..,................w. ~1""""""""''''''11oId''''-' bV". """"'..... lor'''''' d "" -.,.,. - a1\ll< ~ \Il...... ,.,. ....;. _ .....--. _"".... "'............. _ _.. 6 ....pOdod..""'....."...... of"'''''' and.........la'" 30"" "" _ ......._....... _" ....._Illl U ..........__......""..-... -..... - _....,......,..1 ..,. ............. _6_-- ..-..................-.... """ -'" ......-........ -' ""'- -... 2116 "'" -"'.... _.... _.................. _1 dllod ... "" <1.-'" [0)........... --- ....... lor""""-""- 201 _........ - ,,~,,__""onj---"'" "'-..-........ of...........- "o.- 2DS ot bill ~- 209 Q. ............""'*"'_.....-.... ~......,_...................-.... _bV .-co""""'''- 210 .... _.......... """"'............. _. __ -"..................... ---..... --..... d..... .. 21' _...""......................- ..._...._, .-0"- ...-..."..-.......~ -.... ".....~- om- 212 _ '" ... ""'_..-......- .... Ole ...... _........ --" .... .~ of. ","" of -- .......... ..... 219 _"'_"''''-''-- ................._0I...___~0I...._... .........-......... 214 .......... _ _ aa_"''''- oJ#o""''' -" _ '- _......... -""'....... -- .. - an too... 01_ 216 .... ...._. _" ....-"'......""............ ~......... ... 01......... - ... -- - .. """'" ... 216 _",,,,,,,,,,,m.p.!!.. aa-.......-........ .....--' .-.--"'-" -_. "" 017 ....",,~___..__0I""- .........__-~_............... _...._to 2'. .. ...._... ...01......-....."'......... _....-. -.- ,,_of.....-..... The_.........- .,. .. "".... '" _...-........ "..... of """...... lo... """",. .-..... -...... "'............."'" ,...-, .. "'" 22D ~ ar gra&& neglg8nll8 of MJId.. >21 It. J/TfQNfE'I'S A!Ell; ........ .. _, - -"" - of ....-.... - ... of 11>1& """""'" tIe...-.. pIlIy. ....", Z22 .............. _ '" o;s .", ... ......... ........ ..... .......... onj ............. · ...... '" '-"" ............ ......- by 22:1 """"",475. F.s.. aa _._","-10 __""'....,........ ...........- - -. ..... and__ ... .. _""'............... - _..., _.no ~.....o. .... ..,-. .-.. - "'.. -. .... ~.... by 226 ........t ~...... ........ ....._...t --- by......... -"'.............. - - - "",...-." "" ..._ "'.... e"........ ..._ """ -._. ""'" nnd .......... _01.. -- -..."""""'"' or......' '/Z1 ........ __.....-. -"""'" Solo/'> -'-'" """'"""" ... ""....... -........ ......... .............-- ... ____-,.....-.-.. ".......to "",,,,,,...--...-""'"" ,-......,. ..-....-""'..... ",,,",,,, 2Zl ~l wllhcK& thBtebY waiwI'19'" IICdon fer ~ R$lUtI9 tam SelIet'$ ~. "'" To ~_...............__ - ~ -... con............-..........-........... ... _ "".,..-.... _.... ....10...- ............... --..-" - -...-...... ................... ... ,.........,. QII"Ilo' .............. _.....-, _ .. "......_ .._....- ........._.... _... _ by ..to ... .... __.._......................,............. ......... ........ or __.......~ __",,,of"''',,,,*,,,,''' ..".... 234 I'lSIljIIiS tJeIID'I shIlII be CQI15IdeIed far all pIoII'POIIOS as an Driginal. ... u. --"""'" ..,................-..... "",_ - '" - -. ......... "...,... ...-.. or -~ _. " 2:l6 _lo................ _ '"' "'_.................... w..............-........ by """"........ - - ..... 21J7 ...-.._." _ by .._"".....wIb..............-....'" """ _os.... be --.................. . ... ,,_..-no....... .,~.....................-...... - - .............-............-........ 23Il _.. or _""" ~ shill.. ~ ,,-. - ...........-"......... - by......... --.. .. - ",. 24lI w.lIIW!l.... _ ~I..... me no.... -" ..... - -....... "'... - """'....... - - ",...... '" ." w""'............_to"""""'__--...---..--"'...--_or......- ... ..'" .........._ "'.-......_...1'1 _...- no _ "'......-.... .".............-..."'- z4S _ 10 . ~ ....-,3.JJ_INIding. ..w.rrnfJIJtJ/ or SIIIfIt1 CDdI ~ .... lC.~ .....-..........'y _~oF"""""""'-........,.......- -....-,-. ... """"...... "'- _.... pool.........-. ..........--- _... -...-.............. - -................. ... --................."'..-..-""'....- _.~....'" """'" ..--.........- w _..."'...__..........-...-.-......... "'....AS IS' _..... ......".", ......-_nnd 248 t~ ~ 8J1d ~toB~ 111: CIosIn9. ... y: '''' ~ .__or............ .........- - """"_..... """"..-... -""'-- 250 ...... """'" ,031 ,,""'_ __ """" ._'1.... _.... ....-".. --....-.. - ...eodwlgc. ,.".... .., ..... _ d _to: ..- m'" -'"".... ""'..... "" -. "'- - "'............ ....12l... """'" .... ""L .. 252. CQI'1tIngI!Ill upon, nO!' liIl<<Cndlld or delayed by, ljUCt\ ~. 26!l 2-"'-- oFeLJoIIIS'---...----......... .-".,.-...... .........,,.,,-_........ 264 .. fIe....-. of............ ,.".,,_ ...__.... --......... ",..-... be ~_..... 255 SUJer or 8I'l1fH18 dlJimittl b:K rhtO/J{Ih. under fH' ~ the 8...,. 12-12-2005 12:03 .........__, _7'" C_ A_---."-....--... -'" --""'- ..-- Pr.IGllI . of 4 Palm Beach County Property Appraiser Properl~ ~'2arch ~\Slem Page 1 of] Property Inforrn;:tion Location i\ddress: 331 NE 11TH AVE l I . View Map ,-- ._--~--._ ____J Munidpa BOYNTON BEACH Parcel Control urnb,,'T: 08-43-45-21-22-001-0030 Subdivision: MEEKS & ANDREWS ADD IN Official Records Boo\.:, 17137 , 1736 Legal Deser! MEEKS & ANDREWS ADD IT 3 BlK 1 Jun-2004 Owner Inform<~Uon Nu GlOBAlREAlESTATEACQSTNINC 1730 S FEDERAL HWY # 222 DElRAY BEACH Fl 334833309 AI/. Owners J .>;;,:"__",~"",,,,_-,-.;.~.:-....:i::i':'::.::'L'.':', fo'1ailin9 Add Sales Information Sales Date Book/Page Price Sa!<.:~ ()vv ner Jun-2004 17137/1736 $139,600 WARRANTY DEED GLOBAL REAL ESTATE ACQSTN INC Feb-2003 14925/0488 $14,000 WARRANTY DEED THOMAS & BUllARD INC [Exemptions Exemption Information Unavailable. Appraisals US!:' Code: Tin: YC';~r 2005 Tax Year: Implo'Jement Value" Land Value, Total Market Value: r\~ u rn of tJn 1 It' F,'et, 1514 * in residential properties may indicate living area. Assessed and Taxable Values Tax Year: Assessed Value' Exemption Arnount: Taxable Value 2003 l.,~t.r:.u.~~~~,~~~n J T VI a x a ues Ta x Year: 2005 2()04 2003 I Tax~lcylatl)r '.' ] Ad Valorem $2 686 $224 $190 .--'c....;.._,_~","._;...~.-.-.";_ Non Ad Valorem $174 $0 $0 I Details I Total T ~"4 ){ $2 860 $224 $190 "_ ~U"_"'-"';"'""""''''';';_'';';;','';.';'~_; __N.._ , t.~~S~74). .~eilrshj I PreviousPage i l Print i'rnp('rly A;JP!d!':-.Ci http://www.co.palm-beach.fl.us/papa/aspx/web/detailjnfo.aspx?pentity=084345212200... 12/12/2005 Structural Detail Page 1 of ] Building Structural Data and Drawing are for the Current Tax Roll. BlJILDlNG 1 Structural Element for Building 1 1. Exterior Wall 1 CB STUCCO , Yeal Built 3. Air Condition Desc. HTG & AC ~l' Subarea and Sq. Footage for Building 1 5. Heat Fuel ELECTRIC 7. Full Baths 2 Foo\.~:'}:A{: 6. B",d Rooms 9. Exterior Wall 2 N/A BAS BASE AREA f" FOP FINISHED OPEN PORCH 1170 .)40 g, f'i;::fff t32ths 3. 104 10. Roof StluctU! \/V ()() c: i-i 11. Roof Cover ASPH/COMP. SHG. Total Area Under Air: 1170 ~. nt(:"i-i lfj Dr~w~~~iiP .. j N/A CE HAtvl / Q.<\RY CARPETING StOi'iCS Extra Feature Description Patio Year Built Units 8B Unit may represent the perimeter, square footage, linear footage, total number or other measurement of the feature depending on the feature described. Detailed Land informat:o" Land Line # 1. Description VACt\NT F<ESIOEl\I"Cl Detai I Print I I I I http://www.co.palm-beach.fl.us/papa/aspx/web/detail info2,aspx?p entitv=08434521220... 12/] 2/2005 liI,. -i' ...- -~-... ~. -" ...?:... ~ ....'"'",--,-;- ,......". .,...~-.. ~~R'" ~$7 ~~..\~" BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM BOYNTON BEACH Req uested eR<\ Date Final Materials Must be Meetinl!. Dates Turned into eRA Office 0 January 11,2005 December 28,2004 (Noon.) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8, 2005 February 22, 2005 (Noon) 0 Apnl 12,2005 March 29, 2005 (J'.ioon) 0 May 10, 2005 Apnl 26, 2005 (Noon) 0 June 9, 2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM o Consent Agenda o Director's Report DATE: 12/3/05 SUBJECT SUMMARY PARAGRAPH: Requested eRA Date Final Materials Must be Turned into Meetinl!. Dates CRA Office 0 July 12, 2005 June 28, 2005 (Noon) 0 August 9,2005 July 26, 2005 (Noon) 0 September 13,2005 August 30, 2005 (Noon) 0 October II, 2005 September 27, 2005(Noon) 0 November 8, 2005 October 25, 2005 (Noon) 0 November 17,2005 l\'ovember 29, 2005 (Noon) . December 13,2005 0 Old Business 0 Legal . New Business 0 Future Agenda Items 0 Other Item The CRA and the City are considering enacting an Inclusionary Zoning ordinance. In order to craft the ordinance so that it achieves the intended goal of providing the proper amount of affordable housing at the correct income levels it must first be determined what those levels are in Boynton Beach, Additionally, several board members have requested that a development feasibility analysis be conducted. The Metropolitan Center is currently working with the City on its redistricting study. The CRA can piggyback onto the City's redistricting contract with The Metropolitan Center The studies would be completed in February 2006. RECOMMENDATION: Engage The Metropolitan Center to undertake a Housing Needs Assessment and a Development Feasibility Analysis FISCAL IMPACT: Housing Needs Assessment $20,000 Development Feasibility Analysis $10,000 AL TERNATIVES: CRASTAFF:~~~ TIXTEMPIVlvlans FileslAffordable HouslnglNeeds Assessmentdoc . Proposal City of Boynton Beach Housing Needs Assessment Prepared by: The Florida International Lniversity Metropolitan Center December 1, 2005 Prepared for: City of Boynton Beach Community Redevelopment Agency JJ The Metropolitan Center 150 SE 2nd Avenue, SUite 500, Miami, FL 33131 Office: 305,349,1442 Fax: 305,349,1271 metropolitan, fiu, edu The Florida International University (FIU) Metropolitan Center will prepare a quantitative "Housing Needs Assessment" for the City of Boynton Beach that will capture and interpret the dynamics of the local housing market. The comprehensive housing database and analysis will be designed to assist the City in determining future housing policy and strategy direction. Given the dynamics of the South Florida housing market, the housing database will be designed to include a monitoring system with periodic updates. The FIU Metropolitan Center has an established applied research capacity that ensures cutting-edge research and quantitative data analysis on workforce and affordable housing issues in South Florida. The Metropolitan Center has a full time team of academic and professional experts on housing and economic development issues, who have prepared a range of real estate market studies for various local governmental bodies, agencies and organizations. The Metropolitan Center's in-house Geographic Information Systems (GIS) capacity allows for comprehensive data analysis and visual display. Located in the Washington Mutual Building in downtown Miami, the Metropolitan Center's goal is to be fully accessible and responsive to the needs of South Florida's governmental agencies. Task 1: Housing Demand Analysis The FIU Metropolitan Center will perform a "Housing Demand Analysis" that will provide estimates of the current and projected demand for housing in the City of Boynton Beach based on value, type, tenure and geographic sub-areas. Projected future housing demand will be calculated for Years 2010 and 2015. In developing this analysis the Metropolitan Center's approach and methodology will be to fully and accurately quantify and describe the population and households trends within the defined housing market categories. Specific attention will be given to the current and projected workforce based on a detailed labor market and economic base analysis. The current and projected housing demand analysis will include the following: 1. Overview of the City's housing and economic development activity; 2. Population and household characteristics and trends; 3. Mobility of the population; 4. Household income by renter and owner households; 5. Economic development and employment growth; 6. Occupation and income analysis of existing and emerging populations; 7. Wage rates and relation to housing affordability; and 8, Forecast of housing market demand by type and price. City of Boynton Beach Housing Needs Assessment 2 B. Tasks (continued) ~ ! ' , Task 2: Housing Supply Analysis The Metropolitan Center will perform a "Housing Market Analysis" that will provide estimates of the current and future supply of housing in Boynton Beach based on value, type, tenure and geographic sub-area. Projected future housing supply will be calculated for the Years 2010 and 2015. The Year 2002 (three-year trend analysis) will serve as the base year in calculating both current and future housing value appreciation. The Housing Market Analysis will include the following components: 1. Housing inventory by type; 2. Age of the housing inventory; 3. Existing housing conditions; 4, Existing housing values and rents; 5. Profile of existing residential developments; 6. Assessment of current and projected residential development activity; 7. New and used housing sales trends; 8. Apartment rent trends; 9. Apartment vacancy rates; 10. Apartment and condominium absorption activity; and 11, Market appreciation estimates for owner and renter units. Task 3: Supply and Demand Impact Assessment The Metropolitan Center will assess the impact of current and projected supply and demand factors on Boynton Beach's housing market. The correlation between current and projected housing supply and demand will determine the level of impact on future housing accessibility, affordability and economic sustainability. Specific supply and demand impact analysis will include: 1. An assessment of the balance between current and projected housing supply and current and future housing demand; 2. A housing affordability gap analysis for homeowner and renter markets; 3. An assessment of current and projected housing supply factors on employment and economic growth; 4, A determination of the percentage of new residential development that will need to be affordable based on existing and future demand; and 5. A determination of the appropriate income levels of the City's population to target for affordable housing development. City of Boynton Beach Housing Needs Assessment 3 C. Tasks - Phase I , ~i , ! :: .! '; !: ,J! ! I " , ., I : I ! '_ ~ 1 .~ ! ',', , I ! ' "jl'i . ':' ''OJ 1 !,f . 1.,""':"1" , ;,t'1'.1. 'd;J Task 1: Development Feasibility Analysis The Metropolitan Center will prepare a narrative estimating the private market's response to producing affordable housing based on the findings in the Phase I assessment. The workforce/affordable development feasibility analysis will employ various models with input from the Community Redevelopment Agency using various housing types based on current and planned housing development activity in the City. The models will calculate development feasibility utilizing the following criteria: I. Income ranges (e,g. 80-100/100-120 percent AMI) 2. Sale price points and rent ranges 3. Un it sizes 4, Structure types 5. Densities The results of the Development Feasibility Analysis will provide a clearer understanding of development costs, return on investment (ROI) and the gap financing required to produce workforce/affordable housing units in Boynton Beach. The analysis will assist the City in determining appropriate levels of public subsidy in affordable and mixed-income housing development projects. Task 2: Home lWortgage Disclosure Analysis The Metropolitan Center team will perform a Home Mortgage Disclosure Act (HMDA) Analysis to determine the level of activity of local lenders In workforce/affordable housing financing in Boynton Beach. City of Boynton Beach Housing Needs Assessment 4 D. Project Cost :;' ' i :11 ' 11":') The FIU Metropolitan Center is agreeable to preparing the proposed "City of Boynton Housing Needs Assessment" at the following rates: Phase I Cost Task 1 - Housing Demand Analysis Task 2 - Housing Supply Analysis Task 3 - Supply and Demand Impact Assessment $7,500 $7,500 $5,000 Total Cost $20,000 Phase II ~~-- _____"_____~__d_ -------..---'1-------- Cost 1 I Task 2- Development Feasibility Analysis _n~nn__-_n-+---$lO,OOO 1 I-n n_ ' j , Task 2 - Home Mortgage Disclosure Analysis I $3,000 · i C~__n ----,--- __-tun' . Total Cost $13,000 E. PrOject Schedule ! !;1i <Lii'l:li!i,':lili;:i;;! ,,:1. ",11',:- ':::1;,'" :1': Ninety (90) days F. Project Contact "..:1,._: Dr. Ned Murray, AlCP Associate Director FlU Metropolitan Center 150 S.E, 2nd Avenue n Suite 500 Miami, FL 33131 Office: 305.349.1444 Fax: 305.349,1271 Email: murrayn@fiu,edu City of Boynton Beach Housing Needs Assessment 5 1 2 3 4 5 6 7 8 9 10 11 12 RESOLUTION NO. R05 - oqa A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, ACCEPTING A PROPOSAL BY THE METROPOLITAN CENTER AT FLORIDA INTERNATIONAL UNIVERSITY TO PROVIDE TECHNICAL SUPPORT TO IMPLEMENT LEGALLY ENFORCEABLE I:U")~"":U.'~tJ PLANS, BASED ON THE 2000 CENSUS; AND PROVIDING AN EFFECTIVE DATE. 13 WHEREAS, pursuant to Article II of the City Charter, Section 17(f), Geographic i: 14 I' boundaries for each voting district shall be designated, prepared and identified not later than 1 15 I January, 2006; and I: I 16 I' WHEREAS, upon recommendation of staff, the City Commission deems it I; 17 appropriate to accept the proposal of the Metropolitan Center at Florida International 18 University, as outlined in the Scope of Work, attached hereto as Exhibit "A", to provide 19 technical support needed to implement legally enforceable redistricting plans, based on the 20 2000 Census. 21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 22 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 24 being true and correct and are hereby made a specific part of this Resolution upon adoption. 25 Section 2. The City Commission of the City of Boynton Beach, Florida does 26 hereby accept the proposal of the Metropolitan Center at Florida International University, at a 27 fee of $35,200.00, to provide technical support needed to implement legally enforceable 28 redistricting plans, based on the 2000 Census. A copy of the Proposal/Scope of Work is 29 attached hereto as composite Exhibit "A". 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 i 21 22 23 24 25 26 27 28 Section 3. This Resolution shall become effective immediately upon passage 2 PASSED AND ADOPTED this21 day of June, 2005. CITY OF BOYNTON BEACH, FLORIDA ~i I Commissioner ATTEST: Exhibit "A" JUl Metropolitan ~\: Center FLORIDA INTERNATIONAL UNIVERSITY City of Boynton Beach Redistricting Project Prepared for: City Manager's Office City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Prepared by: FlU - Metropolitan Center Project Team: Dario Moreno, Ph. D. Augusto Newell, Ph.D. Dario Gonzalez, Ph.D. (ABD) Table of Contents Introduction...................... .......... ......,.......... ........ """ ................. .......,...................,.,.....,.,...,...,.,.,.."..,..."".,..3 Scope of Services - Phase I: Estimated Timeframe February - March 2005.....................................,....,.....4 Scope of Services - Phase II: Estimated Timeframe February - March 2005....................,..,..,..............,.. ,..4 Scope of Services - Phase III: Estimated Timeframe April- May 2005...................,..................,.................5 Scope of Services - Phase IV: Estimated Timeframe May-June 2005..........,......,.................,......,..........,....5 Budget.........................,.......... ...............................,....,.,.,.....,...,..,...,..................,.........,...,....,..,.................... 6 Primary Consultants and Sub-consultants ...... ...,.....,..... ...,....... ..... ,.............. ...... .,..... .............. .,.. ..,..... "" ,...,.6 List of References....... ...' . . '........... .,.......... ., " ,.... .......".. ..,.. . ...." " ......,.' .......... ..... , ..........., ,...., .. ...' ., .. "'"'' '.... ,.7 2 The Metropolitan Center at Florida International University is engaged in the study of the demographics, economics and pOlitics of South Florida. The overall goal of the Center, as an "applied research" institute, is to provide decision-makers with the best possible information to forge solutions to the problems confronting South Florida's urban areas. Toward that goal the Center provides research, training, and technical assistance to governmental and nonprofit institutions in South Florida. The Center provides usable knowledge to inform decision-makers on economic development, land use, housing, policy studies and public opinion. It also provides organizational management planning and development to strengthen local area organizations ability to serve their client basis. The Center has been actively engaged in the redistricting process. It has three assets that make it uniquely qualified in this area. First, Florida International University's has a state of the art of the art Geographic Infonnation Services-Remote Sensing Center (GIS-RS). Second, the center has developed the "Metropolitan Economic Database that offers decision makers with the most comprehensive economic database in South Florida. Economic data will be an important component in determining the community of interest component in the redistricting process. Third, Dario Moreno, the director of the Metropolitan Center is a nationally recognized expert on redistricting. He was the lead consultant for City of Miami Redistricting (2003) and for the Florida House of Representative in the 2002 state-wide redistricting, he was an expert witness for the Florida Department of State on voting rights for the 2004 election, three section two cases Suarez v. Miami-Dade School Board, Diaz v. City of Miami, and DeGrsndy v. Wethersll, et af. Professor Moreno also served as a consultant to the Florida Republican Party and the Cuban-American Caucus in the 1992 Florida redistricting. 3 Scope of Services - Phase I: Estimated Timeframe May1-30. For the preparation, completion and submission of the redistricting p/an(s) for the City of Boynton Beach, the FlU-Metropolitan Center shall provide the following services during Phase I (Data Collection): 1. The project team will create a demographic profile of Boynton Beach using 2000 US Population Census Data (Public Law 94-171) 2. The demographic profile of Boynton Beach will also consist of racial/ethnic background population data using 2000 US Population Census Data (Public Law 94-171) redistricting data universe: total population of 2 or more races. 3. The project team will update the 2000 Census Data using Palm Beach County Traffic Analysis Zone Data (TAl) and Certificate of Occupancy data. 4. The project team will incorporate voter registration and election infonnation. The registration data will use the most current voter registration infonnation; gender, party affiliation, and racial/ethnic composition. 5. The data gathering will also include information from two previous elections identified by the City of Boynton Beach Department of Development for the purposes of analyzing voter turn out 6. The project team will provide all election and voter registration infonnation at the precinct level. 7. The data will be gathered from the Florida Redistricting Election Data Set (FREDS), the Florida Department of State Division of Elections, and the Palm Beach County Supervisor of Elections. Scope of Services - Phase II: Estimated Timeframe May-June 2005 For the preparation, completion and submission of the redistricting plan(s) for the City of Boynton Beach, the FlU-Metropolitan Center shall provide the following services during Phase /I (Data Integration and Map Generation): 1. The project team will develop the following maps: a. Map depicting Total Population Totals and Percentages by Existing Districts b. Map depicting Racial/Ethnic Composition Totals and Percentages by Existing Districts c. Map depicting Racial/Ethnic Composition Totals and Percentages at Census Block Group Level d. Map depicting Number of Registered Voters in each existing district e. Map depicting Party Affiliation by Voting Precinct f. Map depicting Racial/Ethnic Composition Totals and Percentages at Census Block Group Level g. Map depicting Voting Turnout for past elections as specified by City of Boynton Beach Department of Development 4 2. Maps will be generated in both 11 x17 and 36x44 formats for presentation purposes. Scope of Services - Phase III: Estimated Timeframe June-July 2005 For the preparation, completion and submission of the redistricting p/an(s) for the City of Boynton Beach, the FlU-Metropolitan Center shall provide the following services during Phase III (Preparation and Presentation): 1. Project team will meet individually with each member of the Boynton Beach City Commission. The format and schedule of the meetings will be based on the following: Preplanning meeting · Draft review of options meeting · Final review of options meeting 2. The FlU-Metropolitan Center will prepare and present the redistricting option maps to the Boynton Beach City Commission for review and comments. The project team will provide each member of the commission with a redistricting packet containing the following items: · Map overlay of proposed district boundaries, major roadways, and voting precincts within the districts. · Racial/Ethnic Composition Totals and Percentages by Proposed Districts · Table depicting voter-related information, including number of registered voters per district, racial/ethnic composition of registered voters, total registered voters, and party affiliation assigned to each district according to each redistricting option Scope of Services - Phase IV: Estimated Timeframe July-October 2005 For the preparation, completion and submission of the redistricting p/an(s) for the City of Boynton Beach, the FlU-Metropolitan Center shall provide the following services during Phase IV (Review and Revisions): 1. The project team will provide to the Boynton Beach City Commission for review maps in both PDF and ArcGIS format that includes the following fields: · Census Block Number · Proposed District Number Assigned to that Census Block · Population Total for that Census Block 2. Project team will review Maps submitted by all outside parties 5 3. The FlU-Metropolitan Center will make modifications and revisions to the maps based on input from the City of Boynton Beach officials. 4. The project team will present a final version of redistricting options to the Boynton Beach City Commission. All maps and data for the final presentation will be provided in PDF format for dissemination to public and other interested parties. Maps will be provided in ArcView GIS files to the Boynton Beach GIS Department for its use and public dissemination. 5. The project team will submit the approved redistricting map of district boundaries to the City of Boynton Beach. The project team will provide redistricting options to the Development Department in order to develop the legal narratives of each district boundaries · The FlU-Metropolitan Center will convert any final map approved by the Commission to ArcView GIS format Task Fee Staff and Personnel $25,000.00 Materials and Supplies $9,200.00 Meeting and Travel Time $1,000.00 Total $35,200.00 Daria Moreno, Ph,D. (PI) is the director of the Metropolitan Center at Florida International University. He is also a professor of Political Science. Dr. Moreno has an extensive history in annexation issues being the principal investigator for three annexation studies (two for the City of Miami (2002,2003) and West Miami (2004). He was also a consultant for the Florida House of Representative (2002-3) on redistricting and for the City of Miami on redistricting (2003). He has served as an expert witness on four other redistricting and voting rights cases. Augusto Newell, Ph.D. (Co-PI) is a Senior Research Associate of the Metropolitan Center at Florida International University. Dr. Newell has six years of experience as an analyst with Florida International University. Dr. Newell was a lead data analyst on the City of Miami Annexation Study Part I (2002) and Part II (2003). His other areas of specialization include housing and homelessness, performance measurement, survey 6 research, and GIS applications in the social sciences. Dr. Newell has also taught the Bachelor's and Master's level Applied Statistics for Urban Research and Research Methods courses for the past three years at FlU. Dario Gonzalez, ABD (Co-PI) is the Computer Research Specialist for the Metropolitan Center at Florida International University. Dario Gonzalez has over seven years of experience employed as a GIS Analyst. He has contributed to the development of several internet accessible, interactive mapping projects including the Metropolitan Planning Organization's Community Characteristics Mapping Tool and the City of Miami FEe corridor Strategic Redevelopment Plan. Dario Gonzalez is currently completing his thesis, "Effects of Natural Disasters on Fixed Term Residential Mobility Trends." Manny Diaz Mayor, City of Miami 3500 Pan American Drive Miami, Fl33133 (305) 250 - 5300 Yolanda Aguilar, City Manager City of West Miami 901 SW 62"d Avenue Miami, Fl 33155 (305) 266 -1122 Office (305) 266 - 6440 Direct Line Miguel DeGrandy, Esq. 201 South Biscayne Boulevard Suite 2900 Miami, FL 33131-4330 (305) 444-7737 Office Richard Perez, Esq. General Council - Florida Department of State R.A. Gray Building 500 South Bronough Street Tallahassee, FL 32399 (850) 245-6536 Office 7 ~ Exhibit "B" el5/e6/2i!l6S 12:5'3 I 561 742SEn 1 CONFIRMATION 0)1' MINORITY OWNED BUSINESS A rcqu..tcd form to be made I part of our file. for future uae ud information, Please flU out and indiQAte In ~ appropriate 'paces provided which eate.ory best deaoribes your eompany, Return this form with your bid proposal Iheet malci.ng It an official pari ofyOUl bid respo1lSC. X No b your COD1".ny a Minority Owned Businea 7 YCl!I If Y _, pleue indicate by Illl "X" in the appropriate box: ( ) AMBlUCAN INDIAN ( ) ASIAN ( ) BLACK ( ) HISPANIC ( ) WOMEN ( ) OTHER (apooify) ( ) NOT APPLICABLE Do you pos.lfS a Certification qualifying yo\&%" business as aMi 30rity Owned B\UUv:s,? YES NO-li- IfVES, Name the OraanizAtion from whicb this c.rUfication WIS ohtai.ced and date: ISiuin, Oraanizatioll fot Certificanon Dateo/Certification tv ~ I' It.- I ~ 0--"'. 1?>vi~~.J.W rrt k //t ( jttdJ ~ ~tCY' N--# J #Ar /_;A'~~, sk/!.t., I p,..,v........, _ 4~...:,.,....,.-l~."d ~c.(d'C,...,.,L c:;Jb~~ mIS PAGE TO Bit SUBMrrrxD A.LONG wtTl'l'USPON.tt 24 7Cl(7~ ":l"'I-1..... },.....:::::: I t-..i-.:J'""' t-..:H I T1rl...JII'::l...i I ~I...! TJ7TCn,CQ, . ~7:QT CQQ7/QQ/CQ BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested eRA Date Final Materials Must be Meetinl!. Dates Turned into eRA Office 0 January 11,2005 December 28, 2004 (Noon) 0 February 8, 2005 January 25, 2005 (Noon) 0 March 8. 2005 February 22,2005 (Noon) 0 April 12,2005 March 29, 2005 (Noon) 0 May 10, 2005 April 26, 2005 (Noon) 0 June 9, 200S May 26, 2005 (Noon) NATURE OF ACENDA ITEM o Consent Agenda o Director's Report DATE: 12/12/05 SUBJECT SUMMARY PARAGRAPH: Requested eRA Date Final Materials Must be Turned into Meetinl!. Dates eRA Office 0 July 12,2005 June 28, 2005 (Noon) 0 August 9, 2005 July 26, 2005 (Noon) 0 September 13,2005 August 30, 2005 (:'-Joon) 0 October II, 2005 September 27, 2005(Noon) 0 November 8, 2005 October 25, 200S (Noon) 0 November 17,2005 November 29,2005 (Noon) . December 13,2005 0 Old Business 0 Legal . New Business 0 Future Agenda Items 0 Other Item --- CRA staff is recommending an Affordable Housing Workshop to be held at a date that is mutually agreeable for the City Commission and CRA Board members in late January, The purpose of the workshop will be to discuss various options the City may pursue in order to create a stock of decent and affordable housing for Boynton Beach residents and workers. RECOMMENDATION: Direct staff to plan the workshop for a date in January 2006 FISCAL IMPACT: Food, beverages, supplies and expenses for speakers - $50000 AL TERNATIVES: Do not authorize a workshop. ;l!~(;i-1 Planning Director CRA STAFF: TIAGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTSIAGENDAS ITEM REQUEST FORMSICRA Board Meeting 12-15- 05IAffHseWkspdoc BOYNTON BEACH CRA AGENDA ITEM REQUEST FORM Requested CRA Date Final Materials Must be Meetinl!. Dates Turned into CRA Office D January 11, 2005 December 28, 2004 (Noon.) D February 8, 2005 January 25, 2005 (Noon) D March 8, 2005 February 22, 2005 (Noon) D April 12, 2005 March 29, 2005 (Noon) D May 10, 2005 April 26, 2005 (Noon) 0 June 9,2005 May 26, 2005 (Noon) NATURE OF AGENDA ITEM [] Consent Agenda D Director's Report DATE: 12/15/05 Requested CRA Meetinl!. Dates 0 July 12, 2005 D August 9, 2005 D September 13, 2005 0 October 11, 2005 [] November 8, 2005 0 November 17, 2005 . December 15 2005 0 Old Business 0 New Business SUBJECT: Two Georges Marina Purchase Agreement Date Final Materials Must be Turned into eRA Office June 28, 2005 (Noon) July 26, 2005 (Noon) August 30, 2005 (Noon) September 27, 2005(Noon) October 25, 2005 (Noon) November 29,2005 (Noon) D Legal o Future Agenda Items D Other Item SUMMARY PARAGRAPH: In December 2004, the eRA approved Bond Issue #1 with an allocation of $4,550,000 for marina purchase. The marina purchase was inspired to maintain public access to the waterfront in Boynton Beach. Several issues regarding traffic, parking and easements have delayed the process, as well as the rising cost of real estate over the last 12 months. Staff has spent considerable time over the past two months to reach the attached purchase agreement. The cost of the Two Georges Marina is $4,775,000. THIS AGREEMENT IS UNDER FINAL APPROVAL BY BOTH PARTIES' ATTORNEYS. RECOMMENDATION: Staff recommends approval of the Two Georges Marina Purchase Agreement. FISCAL IMPACT: $4,775,000 ALTERNATIVES: Not approve the Two Georges Marina Purchase Agreement. l ~s[~+ - RA Staf T:\AGENDAS, CONSENT AGENDAS, MINUTES & MONTHLY REPORTS\AGENDAS ITEM REQUEST FORMSICRA Board Meeting 12-15- 05\Two Georges Marina-12-15-05,doc --41 01 1;;1 r' \ll All ~ ~I ml (")1 --41 en! l> 4: o fr iii CT <Il '" ro a; 3~l> ::l1::lCD'II: rr I g ::::el I I CD C _ "-> _ICO iO 1(.0.) ro ro 3 '" IO'OIQ) I' ''0 V1!m 1~,g.iO!O ~!cOOIOJ:~ lQi o ,::lICD !<lcO 3' ,~! 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PURCHASE AGREEMENT This Purchase Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "CRA") and DSS PROPERTIES, L.C., a Florida limited liability company (hereinafter "DSS"). In consideration of the mutual covenants and agreementslierein set forth, the Parties hereto agree as follows: " " 1. PURCHASE AND SALE/PROPERTY. DSS agrees to 'selland convey to CRA and CRA agrees to purchase and acquire from DSS, on the terms and conditions hereinafter set forth, the Property described in Exhibit "A", located in Palm Beach County, Florida (the "Property"). DSS and the CRA further agree that. upon closing, the CRA shal1']ease back a portion of the Property to DSS, as more particularly described in Exhibit "8" (the "Lease Back Property"). DSS and CRA agree to cooperate in the drafting of an acceptable Lease Agreement or Easement to incorporate their respe~t~ve rights and obligations relative to the Lease Back Property and agree to finalize an acceptablef()rm during the Feasibility Period as defined herein. In the event that the Parties are unable to'agr~~,'mon the terms for the Lease Back Property during the Feasibility Period, either party may terihinat,e this Agreement, whereupon CRA shall be entitled to the return of the Deposit and neither Party, shall have any further obligation or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. 2. PURCHASE. PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Four Million,Seven"-Hundred, and Seventy-Five Thousand ($4,775,000.00) Dollars, payable in cash, by wire Jransfer of United States Dollars at the Closing. 3. DEPOSIT. 3.1 Earnest Monev Deposit. Within three (3) Business Days after the Effective Date, Purchaser shall deliver to Lewis, Longman & Walker, P.A.("Escrow Agent") a deposit in the amount of One Hundred Thousand ($100,000.00) Dollars (the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: The Deposit shall be delivered to DSS at Closing and the CRA shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the CRA. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3 Escrow Agent. CRA and DSS authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to CRA and DSS, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE. If this Agreement is not executed by and delivered to all parties on or before , the Deposit will, at CRA'soption, be returned and this offer shall be deemed withdrawn. Unless otherwise stated, the time for acceptance of any counteroffers shall be five (5) days from the date the counteroffer is delivered. The date of this Agreement (the "Effective Date") shall be the date when the last one of the CRA and DSS has signed or initialed this offer or the final counteroffer. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before (the "Closing"), unless. extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, DSS shall convey to CRA, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Pennitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable: (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which CRA fails to object, or which CRA agrees to accept, pursuant to Section 7.2 and Section 7.3 hereof; and (c) covenants, conditions, easements, dedications, rights-of-way that are a part of the Tri-Party Second Amended Mediation Agreement defined herein. 7. FEASIBILITY PERIOD: DSS hereby grants CRA a period of time, expiring at 5:00 p.m. on the sixtieth day after the Effective Date (the "Feasibility Period"), during which to examine the Property, title to the Property and the Survey of the Property and determine, in CRA's sole and absolute discretion, ifCRA wishes to purchase the property. CRA shall have the unilateral right, in CRA's sole and absolute discretion, to terminate this Agreement and receive back all deposits hereunder at any time on or before the expiration of the Feasibility Period, by delivering written notice thereof to DSS, whereupon neither Party shall have any further obligation or liability hereunder, except for those expressly provided herein to survive 2 termination of this Agreement. 7.1 Investigation of the Property. During the term of this Agreement, CRA, and CRA's agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at CRA's expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reason~ble notice to DSS and so long as said investigations do not result in a business interrupti()n,' to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II investigations, which CRA may deem necessary. IfeR,A elects to terminate this Agreement in accordance with this Section, CRA shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as Was.reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by CRA's testing and investigation; and (iii) release to DSS, at no cost, all reports and other, work generated as a result6f the CRA's testing and investigation. CRA hereby agrees to indemnify and hold DSS harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to CRA (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of CRA's investigation of the Property which is not caused by the negligence of DSS', its agents or assigns. CRA's obligations under this Section shall survive the termination, expiration or Closing of this Agreement. However, CRA's indemnification obligations do not waive its sovereign immunity rights and shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes. 7.2 TitleReview.Withint\VeI1~y (20) days of the Effective Date, DSS shall obtain, at the CRA's expens~"from a Title 'Company chosen by DSS (hereinafter "Title Company"), a Title Commitmeri{:%lvering the Property and proposing to insure CRA in the amount of the Purchase Price subjeci!only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. The cost of obtaining the Title Commitment shall be reflected on the Closing Statement and charged to CRA at Closing. In the event the Closing does not occur, and if not at the fault or choice of DSS, CRA agrees to reimburse DSS for the cost of obtaining the Title Commitment. CRA shall examine the Title Commitment and deliver written notice to DSS no later than thirty (30) days after the Effective Date notifying DSS of any objections CRA has to the condition of title (hereinafter "CRA Title Objections"). If CRA fails to deliver the CRA Title Objections to DSS within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If CRA timely delivers the CRA Title Objections, then DSS shall have the right, but not the obligation, to cure and remove the CRA Title Objections without obligation to bring litigation (hereinafter "Cure Period"). In the event that DSS is unable or unwilling to cure and remove, or cause to be cured and removed, the CRA Title Objections within the Cure Period, to the satisfaction of CRA, then CRA, in CRA's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for 3 one additional sixty (60) day period, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to CRA and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, CRA shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, CRA shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.3. Survey Review. CRA, at CRA's expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprisingtheProperty to the nearest 1/1 OOth of an acre. If the Survey discloses.encroachments on the Property or that improvements located thereon encroach on setback lines>, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable!g8~ernmental regulations, the same shall constitute a title defect and shall begovemed by the provi~i(ms of Section 7.2 concerning title objections. 7.4. Seller's Documents. DSS shall deliver to CRA the following documents and instruments within thirty (30) days of the Effective Date of this Agreement: (i) copies of any reports or studies (including environmental, engineering, soil borings, and other physical reports) in DSS' possession or control with respect to the physical condition of the Property, if any; (ii) copies of any licenses, variances, waivers, authorizations or approvals relative to surface water management, wetlands, and/or environmental resources with respect to the use and operation of the Property, if any; and (iii) copies of the leases and operating agreements for the boat slips on the property which will be conveyed to CRA under this Agreement. 8. CONDITIONS TO CLOSING. CRA shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by CRA in writing: 8.1. Representations and Warranties. All of the representations and warranties of DSS contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by CRA. Notwithstanding the foregoing, the CRA acknowledges that there is a pending City of Boynton 4 Beach Code Enforcement Notice of Violation (Case No. 05-00001675) against the Property relative to the area generally referred to as the Drop-off Lane. DSS agrees to remedy the Drop- off Lane Notice of Violation, either before or after the date of closing. If after the date of closing, DSS will notify CRA when the work will be performed and will keep CRA informed of the progress until the violation is remedied. CRA will be responsible for all future maintenance of the Lease Back Property, including the Drop-off Lane. DSS agrees to cooperate with the CRA, to the best of its abilities, by providing the CRA with any documentation, studies, plans and other pertinent information it may have that may assist the CRA in perfoll1lifigthe maintenance of the roadway. The CRA further acknowledges the existence of the Tri-Party Second Amended Mediation Agreement, attached hereto as Exhibit "C", and agrees tobe bound by it to the extent that it applies to the Property. The provisions ofthis Section shall survive Closing. 8.4. Compliance with Laws and Regulations. Other. than the Notice of Violation described in Section 8.3 of this Agreement, the Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules,t~gulations, codes, requirements, licenses, permits and authorizations as ofthe date of Closing tOi!bdst of DSS' knowledge. 8.5. Tri-Party Second Amended Mediation Agreement. As of Closing, DSS shall be in full compliance with its obligations under the Tri-Party Second Amended Mediation Agreement, attached hereto as Exhibit "C". eRA acknowleg~es that although DSS has complied with Paragraph 5 of the Tri-Party SecoridAm.~nded Mediation Agreement by obtaining permits for and constructing the trash compactor enclosure, DSS was required by the City of Boynton Beach to redesign the trash compactor enclosure such that it faces eastward instead of westward as currently depicted on Exhibit "A-I" of the Tri-Party Second Amended Mediation Agreement. This shall not be deemed a failure on the part of DSS to fulfill the conditions to Closing under this Section..cRA ~cknowledges thatit may be necessary to modify Exhibit "A-I" of the Tri-Party Second Am~4edMediatioI1.. Agreement to reflect this redesign and agrees to cooperate in effectuating sucl1 change after Closing if necessary. DSS makes no representations relative to the status of compliance Of other parties to the Tri-Party Second Amended Mediation Agreement. 9. CLOSING DOCUMENTS. The CRA shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. All Closing Documents shall be submitted for review by the Parties three (3) business days prior to Closing. At Closing, DSS shall execute and deliver, or cause to be executed and delivered, to CRA the following documents and instruments: 9.1. Deed. A Special Warranty Deed (the "Deed") conveying to CRA valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 Seller's Affidavits. DSS shall furnish to CRA an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of 5 the Property other than the lessees of the twenty four (24) boat slips and the Dive Shop building described in Section 11.4. DSS shall also furnish to CRA a non-foreign affidavit with respect to the Property. In the event DSS is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between CRA and DSS, all costs and expenses to be paid at Closing, and the net proceeds due DSS, which CRA shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as CRA or the Title Company may reasonably request that DSS execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 1 O. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Taxes, assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. CRA shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to CRA. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable disCbUriF. IfCI()sing occurs at a date when the current year's millage is not fixed and currerit'year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill. 10.2. Special Assessment Liens, Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by DSS. Pending liens as of Closing shall be assumed by CRA. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and DSS shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.3. Closing Costs. All costs of Closing, including but not limited to documentary stamps, recording fees, title insurance and courier fees shall be borne by CRA. 10.4. Closing Procedure. CRA shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. DSS and CRA (as applicable) shall execute and 6 deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to DSS; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to CRA, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.5 Existing Mortgages and Other Liens. At Closing, DSS shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1. Seller's Representations and Warranties. DSS hereby represents, covenants and warrants to CRA, as of the Effective Date and as of the Closing Date, as follows: 11.2. Authority. The execution and delivery of this Agreement by DSS and the consummation by DSS of the transaction contemplated by this Agreement are within DSS 'capacity and all requisite action has been taken to make this Agreement valid and binding on DSS in accordance with its terms. The person executing this Agreement on behalf of DSS has been duly authorized to act on,behalLof and to bind DSS, and this Agreement represents a valid and binding obligation ofQSS. ",' 11.3. Title.DSS is and will be onthe ClosingDate, the owner of valid, good, marketable and insurable fee simplcititle to the Property, free and clear of all liens, encumbrances and restrictions of ~I1Y kind, except,.the Permitted Exceptions (and encumbrances of record which will be . discharged at Closing). No portion of the Property has ever been occupied by DSS (or by any natural person who isim officer, agent, shareholder or employee of DSS or occupant under DSS) as a residence or homestead. l1A. Parties in Possession. DSS warrants that there are twenty four (24) boat slips and one (1) two-story building, known as the Dive Shop, which are being leased to various individuals and/or entities, on the Property and that no other individual or entity has any right to lease or occupy all or any portion of the Property. No later than 10 days after the Effective Date, DSS shall deliver hard copies of the leases and operating agreements for all property involved in the purchase to CRA so that CRA may coordinate with the lessees to become the lessor of the Property upon Closing. At Closing, DSS shall deliver occupancy of the Property including all the leases within the Property, but otherwise free and clear of all parties in possession. 12. DEFAULT. 12.1. Purchaser's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of CRA, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to DSS as agreed liquidated damages and, thereafter, neither eRA nor DSS shall have any 7 further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that CRA shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under CRA, but not otherwise. CRA and DSS acknowledge that if CRA defaults, DSS will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate DSS. CRA and DSS agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that DSS shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of DSS' representations are untrue or inaccurate, then, notwithstanding anythi!lg. to the contrary contained in this Agreement, CRA may, at its option: (1) declare DSS' in default under this Agreement by notice delivered to DSS, in which event CRA may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder or (2) seek specific performance of this Agreement, thereby waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) Business Days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this Section 12 shall survive the tennination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Steve Scaggs 17608 Bowie Mill Road Derwood, MD 20855 With a copy to: F. Martin Perry, Esq. Perry & Taylor, P.A. 2401 PGA Boulevard, Suite 110 Palm Beach Gardens, FL 33410 8 PH: 561/721-3300 FX: 561/721-2111 If to Buyer: Boynton Beach Community Redevelopment Agency 639 East Ocean Avenue, Suite 107 Boynton Beach, FL 33435 PH: 561/737-3256 FX: 561/737-3258 With a copy to: Kenneth G. Spillias, Esq. Lewis, Longman & Walker, P.A. 1700 Palm Beach Lakes Boulevard Suite 1000 West Palm Beach, Florida 33401 PH: 561/640-0820 FX: 561/640-8202 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. DSS m'aynot assign its interest in this Agreement without the prior written consent of CRA, which shall not be unreasonably withheld. Notwithstanding the fore~9jng"t~.e CRA agrees to consent to any assignment that may become necessary to the immediate farililYipf the principal owners of DSS, so long as DSS notifies CRA in writing at least fiY~'(5) busines~,!days before such assignment. CRA shall have the right to assign this Agreement t6 the City Of Boynton Beach (the "City") without the prior consent of DSS and the CRA shall be released from any further obligations and liabilities under this Agreement. The CRA may not assign this Agreement to any other party without the prior written approval of DSS. If CRA has been dissolved as an entity while this Agreement and/or the Lease Agreement or Easement fortl).e Lease Back Property are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. FIRST RIGHT OF REFUSAL. DSS shall be entitled to a first right of refusal to reacquire the Property in the event that the CRA or the City, as the CRA's successor, decides to sell all or part of the Property. In the event that the CRA or the City receives an offer to purchase all or part of the Property, which the CRA or the City is prepared to accept, the CRA or the City shall notify DSS, in writing, of all of the terms and conditions contained in such offer. DSS shall have thirty (30) days after receipt of such written notice to exercise its first right of refusal to purchase the property at the same price and subject to the same terms and conditions contained in the offer. The provisions of this Section shall survive Closing. 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of DSS, CRA may elect, as its sole option, to terminate this Agreement and the parties shall have no 9 further obligations under this agreement and all Deposits hereunder shall be refunded to CRA, or CRA may accept the Property without any reduction in the value of the Property. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 18. Special Clauses. 181 Additional Warranties and Representations'of DSS. As a material inducement to CRA entering into this Agreement, DSS, to the best of DSS' information and belief, hereby represents and warrants the following: 18.1.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-govenunental authority, including but not limited to, CRA, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the'Property or any portion thereof and DSS has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities, with the exception of the City of Boynton Beach Notice of Violation regarding the area generally referred to as the Drop-off Lane, Case Number 05-00001675. 18.1.2 There are no facts believed by DSS to be material to the use, condition and operation of the Property in the manner that it has been operated, which it has not disclosed to CRA herein or defects in the condition of the Property which will impair the operation of the Property in the manner that it has been operated. 18.1.3 To the best of DSS' knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations, 10 18.2 DSS Deliveries. DSS shall deliver to CRA the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 18.2.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in DSS' possession or control with respect to the physical condition or operation of the Property, if any. 18.2.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizatiqns,and apptov...als required by law or by any governmental or private authority having jUris<iidt16n over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 18.2.3 Prior to the Closing Date, DSS shall execute and deliver to CRA any and all documents and instruments required by CRA, in CRA's!)ole and absolute discretion, which: (i) effectuate the transfer to CRA of thOse Governmental Approvals, or portions thereof which are applicable to the Property, that CRAd~~i]7e,sto have assigne<ito it, and/or (ii) cause the Property to be withdrawn from any Gove~.enta:]i~PPl"ovals. No later than thirty (30) days prior to the Closing Date, DSS shall remedy,r~store,: an~Ee?Jify any and all violations of the Governmental Approvals (in<::lpding but not lill1itedto any:and all portions of the surface water management system, mitigatlon areas or other items which do not comply with the Governmental Approvals or applicable rules), ifany, with the exception of the City of Boynton Beach Notice of Violation regarding the area generally referred to as the Drop-off Lane (Case Number 05-00001675) which shall be addressed as set forth in Section 8.3 of this Agreement. DSS warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases, except for: (i) items delivered pursuant to this paragraph; and (ii) any instrument that is required to be recorded by the Tri-Party Second Amended Mediation Agreement. 19. MISCELLANEOUS. 19.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of 11 the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 19.2. Computation of Time. Any reference herein to time periods which are not measured in Business Days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full Business Day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective O~te shall not include the Effective Date in the calculation thereof. 19.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 19.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 19.5. Severability. If any proVISIOn of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 19.6. Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by CRA and DSS shall control all printed provisions in conflict therewith. 19.7 Waiver oOury Trial. As an inducement to CRA agreeing to enter into this Agreement, CRA and DSS hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 19.8, Attorneys Fees and Costs. Should it be necessary to bring an action to 12 enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. However, CRA shall not be obligated to increase its limits of liability as set forth within section 768.28, Florida Statutes. 19.9. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and DSS has full right and lawful authority to execute this Agreement and to bind and obligate ~he party for whom or on whose behalfhe or she is signing with respect to all provisions COIltainedin this Agreement. 19.10. Recording. Palm Beach County, Florida. This Agreement may be recorded in the Public Records of 19.11. Survival. The covenants, warranties, representations, indemnities and undertakings of DSS set forth in this Agreement, shall survive the Closing, the delivery and recording of the DSS Property Deed and CRA's posse~;'sion of the. property. 19.12. DSS' Attorneys' Fees and Costs. DSS acknowledges and agrees that DSS shall be responsible for its own attorneys' fees and alFcosts, if any, incurred by DSS in connection with the transaction contemplated by this Agreement. 13 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. DSS PROPERTIES, L.c. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: By: Print Name: Print Name: Title: Title: Witnesses: Witnesses: Approved as to fonn and legal sufficiency: CRA Attorney 14