Community Redevelopment Agency MEETING MINUTES

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1 Community Redevelopment Area Board Ed Ball Building, 214 N. Hogan Street, Eighth Floor, Suite 851 Jacksonville, FL Wednesday, September 19, :00 p.m. Community Redevelopment Agency MEETING MINUTES Board Members Present: Jim Bailey, Chairman; Craig Gibbs, Esq.,Vice Chairman; Oliver Barakat; Brenna Durden, Esq.; Todd Froats; Braxton Gillam, Esq.; Dane Grey; and Ron Moody Board Members Absent: Marc Padgett Council Members: Lori Boyer, Dist 5, Reggie Gaffney, Dist. 7 and Randy White, Dist. 12 Mayor s Staff: Dr. Johnny Gaffney, Mayor s Office, Boards and Commission Liaison DIA Staff: Aundra Wallace, Chief Executive Officer; Guy Parola, Operations Manager; Tom Daly, Esq., Finance and Compliance Manager; Jim Klement, Development Coordinator; Bob Carle, Office of Public Parking; and Karen Underwood-Eland. Office of General Counsel: John Sawyer, Esq. Meeting Convened: 2:00 p.m. I. CALL TO ORDER Chairman Bailey called the CRA meeting to order. Chairman Bailey recognized the DIA newest Member, Todd Froats and he introduced himself to the Board. II. COMMUNITY REDEVELOPMENT AGENCY MEETING A. Approval of the August 15, 2018 Community Redevelopment Agency Meeting Minutes A MOTION WAS MADE BY BOARD MEMBER MOODY AND SECONDED BY BOARD MEMBER GREY APPROVING THE AUGUST 15, 2018 CRA MEETING MINUTES.

2 Page 2 of 7 B. Resolution : Vestcor Redevelopment Agreement RESOLUTION SUPPORTING THE EXECUTION OF A REDEVELOPMENT AND INCENTIVE AGREEMENT BETWEEN THE DOWNTOWN INVESTMENT AUTHORITY AND VESTCOR, INC; AUTHORIZE CEO OF THE DOWNTOWN INVESTMENT AUTHORITY TO NEGOTIATE THE LOAN AGREEMENT; AND AUTHORIZE CEO OF THE DOWNTOWN INVESTMENT AUTHORITY TO EXECUTE SUCH DOCUMENTS AND AGREEMENTS; AND PROVIDING FOR AN EFFECTIVE DATE. CEO Wallace brought forth Resolution and provided a map displaying the five (5) projects. Chairman Bailey noted an error on the resolution of an incentive of a 75 percent REV Grant for 15 years. The amount was calculated at 2.98 which were going to be 3.38 million. Board Member Barakat noted an error on page 2 of the Resolution indicating the Downtown Revitalization Fund account that should be the Downtown Economic Development Fund account. Todd Froats reported the award Vestcor received for the Lofts at Lavilla. CEO Wallace stated he accepted an award was from the Florida Housing Coalition in the Month of August. Chairman Bailey opened the floor for public comments. Teresa Barton, CEO and Executive Director of Aging True stated that they were grateful for the submittal of the proposal. A MOTION WAS MADE BY BOARD MEMBER GILLAM AND SECONDED BY BOARD MEMBER MOODY TO APPROVE RESOLUTION VESTCOR REDEVELOPMENT AGREEMENT AS AMENDED. C. Resolution : Berkman II Redevelopment Agreement

3 Page 3 of 7 RESOLUTION ( DIA ) AUTHORIZING THE CHIEF EXECUTIVE OFFICER ( CEO ) OF THE DIA TO NEGOTIATE A REDEVELOPMENT AGREEMENT, WITH, 500 EAST BAY STREET, LLC FOR THE REDEVELOPMENT OF THE BERKMAN II TOWER ALONG WITH A PARKING GARAGE (COLLECTIVELY, THE PROJECT ); AUTHORIZING: (1) A $8,250,000 OPERATIONAL GRANT FOR THE PROJECT; (2) AUTHORIZING A REV GRANT IN THE AMOUNT OF $20,000,000 FOR THE PROJECT; (3) RECOMMENDING APPROVAL BY CITY COUNCIL OF A $3,250,000 CITY GRANT FOR THE PROJECT; AND (4) AUTHORIZING THE PARKING GRANT IN THE AMOUNT OF $3,500,000 FOR THE RESERVATION OF 200 PARKING SPACES FOR THE PUBLIC VIA RESTRICTIVE COVENANT; AUTHORIZING THE CEO OF THE DIA TO NEGOTIATE REDEVELOPMENT AGREEMENTS, AND OTHER AGREEMENTS AS NECESSARY FOR THE PROJECT; AUTHORIZING CEO TO INITIATE FILING LEGISLATION WITH THE CITY COUNCIL REGARDING THE SAME; AUTHORIZING THE CEO OF THE DIA TO EXECUTE SUCH AGREEMENTS; PROVIDING AN EFFECTIVE DATE. CEO Wallace brought forth Resolution This project has gone through five (5) different developments. Two (2) presentations were provided. Robert Leapley, of Akerman, LLP, Lori Stewart and Greg Stewart, principals, Mr. Caranna, George Fletcher and Todd Schneider were present to answer any questions. A lengthy conversation ensued regarding the below: Amenities 400 spaces for mixed-use Total cost of the project 122 M base investment Completion grant of Phase I and Phase II Environmental credit Tax credits Updated Appraisal from 2015 Council Member Gaffney asked the board to take the project into consideration. Council Member Boyer suggested a workshop or lunch-and-learn with Council members prior to taking to Council. Provide more specificity on what is being committed. Board Member Gillam called a question and Board Member Gibbs seconded. Chairman Bailey opened the floor for public comment and there were none. The motion passed unanimously

4 Page 4 of 7 John Sawyer requested that a motion to amend to get the correct developer entity 500 East Bay, LLC into the resolution and referenced it as a one-phase project. A MOTION WAS MADE BY BOARD MEMBER GREY AND SECONDED BY BOARD MEMBER MOODY AMENDING RESOLUTION INCLUDING THE CORRECT DEVELOPER ENTITY 500 EAST BAY, LLC AND TO REFERENCE AS A ONE-PHASE PROJECT, CAPPED AT 122M. A ten (10) minute recess was taken. D. RESOLUTION : Ambassador Hotel Redevelopment Agreement RESOLUTION ( DIA ) APPROVING INCENTIVES AND A REDEVELOPMENT TERMS FOR THE REHABILITATION AND ADAPTIVE REUSE OF THE AMBASSADOR HOTEL AND ASSOCIATED REAL ESTATE PARCELS (THE PROJECT ) WITH AXIS HOTELS LLC ( DEVELOPER ); FINDING THAT THE PLAN OF DEVELOPMENT IS CONSISTENT WITH THE DIA S BUSINESS INVESTMENT AND DEVELOPMENT PLAN ( BID PLAN ) AND THE NORTH BANK DOWNTOWN AND SOUTHSIDE COMMUNITY REDEVELOPMENT AREA PLAN ( CRA PLAN ); AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO EXECUTE THE CONTRACTS AND DOCUMENTS AND OTHERWISE TAKE ALL NECESSARY ACTION IN CONNECTION THEREWITH TO EFFECTUATE THE PURPOSES OF THIS RESOLUTION; PROVIDING AN EFFECTIVE DATE. CEO Wallace brought forth Resolution Tom Daly answered questions from the Board. Mr. George Bochis, St. Augustine Development commented that they purchased the property in July 2018 and currently in negotiations. Board Member Barakat made an amendment to the motion that the developer must receive a certificate of occupancy within 48 months of the development agreement in order to receive historic Trust Fund grant funding. Board Member Durden made corrections to the first whereas clause to current owner, Augustine Development. Mr. Bochis noted that the ownership is Axis Hotels, LLC with Augustine Development as a general partner Board Member Barakat included the name change of the entity. Chairman Bailey eliminated the under contract for purchase to 48 months. A MOTION WAS MADE BY BOARD GILLAM AND SECONDED BY BOARD MEMBER DURDEN TO AMEND ORGINAL MOTION FOR RESOLUTION

5 Page 5 of 7 E. RESOLUTION : ISP Convention Center Hotel RESOLUTION ( DIA ) ADOPTING THE EVALUATION COMMITTEE S RECOMMENDATION SELECTING JACOBS ENGINEERING ( DEVELOPER ) AS THE HIGHEST RANKING RESPONDENT TO ISP NOTICE OF DISPOSITION / OLD CITY HALL ANNEX, OLD COURTHOUSE, AND OLD COURTHOUSE PARKING LOT IN DOWNTOWN JACKSONVILLE PROPOSAL FOR DEVELOPMENT OF CONVENTION CENTER HOTEL, PARKING GARAGE AND PUBLIC CONVENTION CENTER SPACE RELEASED BY THE DIA ON APRIL 1, 2018 (THE SOLICITATION ); AUTHORIZING THE CEO OF THE DIA TO COMMENCE NEGOTIATIONS OF THE NECESARRY DOCUMENTS ON BEHALF OF THE DIA WITH THE DEVELOPER IN ACCORDANCE WITH THE SOLICITATION TERMS; AND PROVIDING AN EFFECTIVE DATE. Board Member Gibbs assumes the chair. CEO Wallace brought forth Resolution Board Member Barakat, John Pappas and Aundra Wallace reviewed and submitted the three responses: Jacobs Engineering scored Preston Hollow Capital a scored 80. Rimrock Devlin and Debartolo scored CEO Wallace noted that convention centers are not inexpensive. He recommended the Board to have Chairman Meet with administration regarding the next steps are of a convention center before anything else moves forward. Board Member Durden suggested our Chairman to examine the boards input while he is working with the administration. Board Member Gillam recommended revising Resolution in Section 3 stating the Chairman of the DIA to enter discussions with the administration regarding the two next steps with regards to the current location that is proposed for the actual convention center. A MOTION WAS MADE BY BOARD MEMBER GILLAM AND SECONDED BY BOARD MEMBER GREY AMENDING RESOLUTION IN SECTION 3 FOR CHAIRMAN TO ENTER DISCUSSIONS WITH THE ADMINISTRATION REGARDING TO NEXT STEPS WITH REGARDS TO THE CURRENT LOCATION THAT IS PROPOSED FOR THE ACTUAL CONVENTION CENTER.

6 Page 6 of 7 Chairman Bailey resumes the Chair. RESOLUTION SUPPORTING THE EXECUTION OF A REDEVELOPMENT AND INCENTIVE AGREEMENT BETWEEN THE DOWNTOWN INVESTMENT AUTHORITY AND 10 H INVESTMENTS, LLC; AUTHORIZE CEO OF THE DOWNTOWN INVESTMENT AUTHORITY TO NEGOTIATE THE LOAN AGREEMENT; AND AUTHORIZE CEO OF THE DOWNTOWN INVESTMENT AUTHORITY TO EXECUTE SUCH AGREEMENTS; AND FINDING THAT THE PLAN OF DEVELOPMENT IS CONSISTENT WITH THE DIA S BUSINESS INVESTMENT AND DEVELOPMENT PLAN ( BID PLAN ); AND PROVIDING AN EFFECTIVE DATE. CEO Wallace brought forth resolution The Board made comments below: Provision that requires the landlord to have tenant mix or to add. Language that would describe that tenant mix of this artistic group. 80 percent tenant occupancy potential. No specificity about the type of tenancy that would be attracted to this building. CEO Wallace suggested bringing back the actual lease for the tenant improvements, then move forward at the next meeting. F. RESOLUTION : Ventures Development Group Revised REV Grant RESOLUTION AUTHORIZING THE CHIEF EXECUTIVE OFFICER (THE CEO ) TO NEGOTIATE AN AMENDMENT TO THE ECONOMIC DEVELOPMENT AGREEMENT AUTHORIZING A MARKET RATE MULTI-FAMILY HOUSING RECAPTURE ENHANCED VALUE GRANT ( REV GRANT ) BETWEEN THE DOWNTOWN INVESTMENT AUTHORITY AND VENTURES DEVELOPMENT GROUP, LLC; AUTHORIZING THE CEO OF THE DOWNTOWN INVESTMENT AUTHORITY TO EXECUTE SUCH AGREEMENT; PROVIDING AN EFFECTIVE DATE. CEO Wallace brought forth Resolution Steve Diebenow was present on behalf of the applicant and provided a hand-out a side-by-side comparison of the dollar amounts. Board comments below: Will redesign of the project have to go through DDRB? Steve Diebenow responded yes.

7 Page 7 of 7 Southside Tax Increment District terminates in 2041 which terminates on the earlier of 20 years or the termination of the district because it would not extend beyond the termination of the Tax Increment District. A MOTION WAS MADE BY BOARD MEMBER GILLAM AND SECONDED BY BOARD MEMBER GREY APPROVING RESOLUTION AS AMENDED. III. DOWNTOWN INVESTMENT AUTHORITY REGULAR MEETING IV. CEO REPORT V. DDRB BRIEFING VI. OLD BUSINESS VII. NEW BUSINESS VIII. PUBLIC COMMENTS None IX. ADJOURNMENT There being no further business, Chairman Bailey adjourned the CRA meeting at approximately 4:46 p.m. The written minutes for this meeting are only an overview of what was discussed. For verbatim comments of this meeting, a transcript is available upon request. Please contact Karen Underwood, at (904) , or by at karenu@coj.net.

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