DDA Organizational and Regular Board Meeting (July 18, 2023)

ORGANIZATIONAL AND REGULAR BOARD MEETING AMENDED AGENDA

Downtown Development Authority

Tuesday, July 18, 2023

8:30 AM 107 S. Olive Avenue Suite 200 West Palm Beach, FL 33401 https://downtownwpb.com/DDA

CALL TO ORDER Rick Reikenis

PUBLIC COMMENTS AND QUESTIONS

EXECUTIVE DIRECTOR REPORT

PRESENTATIONS

• Marathon of the Palm Beaches

ELECTION OF OFFICERS (Action Required) Rick Reikenis

• Election of Chairman

• Election of Vice Chairman

• Election of Secretary

SETTING OF MILLAGE RATE (Action Required)

• Set Proposed Millage Rate Max Lohman

• Resolution No. 04- 2023; 2nd Mil Budget Resolution Vivian Ryland

SET MEETING DATES (Action Required)

• FY 2023/2024 DDA Board Meeting Schedule and Public Hearing Dates

CONSENT CALENDAR (Action Required)

• Minutes of Board Meeting of June 20, 2023

• Financial Statements of June 30, 2023

OLD BUSINESS

NEW BUSINESS (Action Required)

Ryland

• Resolution No. 05- 2023; Board Meeting Rules and Procedures Max Lohman

• FY 2023/2024 Tentative Budget Raphael Clemente

• RFP 2023 – 001 Financial Audit Services Samantha Moore

ANNOUNCEMENTS

• International Downtown Association Annual Conference

ADJOURNMENT

Clemente

MEMO

To: DDA Board

Rick Reikenis, Chairman

William Jacobson, Vice Chairman

Samantha Bratter

Tim Harris

Daryl Houston

Varisa Lall Dass

Robert Sanders

From: Vivian Ryland, Director of Administration

RE: Annual Organizational Meeting

Date: Tuesday, July 18, 2023

In accordance with the By-Laws of the DDA, an Organizational meeting to elect officers is held annually in July. At the annual Organizational meeting, the Board elects’ members to serve as Chairman, Vice Chairman and Secretary. These are one-year terms. Typically, the Executive Director serves as the Secretary of the Board.

In addition to the election of officers, the State requires a proposed millage rate be set in July. This is the ‘not to exceed rate’. The actual millage rate is determined at the final budget hearing held in September. The DDA sets its millage rate at 2 mils due to the budget approval process of the CRA.

As per the Interlocal Agreement between the City, CRA and the DDA, the DDA prepares and adopts the 2nd Mil Budget Resolution detailing the proposed budget for the increment from the 2nd mil for the upcoming year. Once it has been adopted and executed, a copy is sent to the Mayor and the Director of the CRA.

RESOLUTION NO. 4-2023

A RESOLUTION OF THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY TRANSMITTING A PROPOSED BUDGET FOR THE INCREMENT OF THE SECOND MIL OF AD VALOREM TAXATION TO THE CITY OF WEST PALM BEACH PURSUANT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF WEST PALM BEACH AND THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.

WHEREAS, the City of West Palm Beach (City) has exempted the Downtown Development Authority (DDA) from the requirement to fund the redevelopment trust fund with the increment generated by the second mil of DDA ad valorem taxation; and

WHEREAS, the City and the DDA have entered into an Interlocal Agreement effectuating that exemption; and

WHEREAS, the Interlocal Agreement requires the DDA to provide the City with the proposed budget for the increment of the second mil of ad valorem taxation; and

WHEREAS, the DDA has considered and approved a proposed budget for the increment of the second mil of ad valorem taxation.

NOW, THEREFORE, BE IT RESOLVED BY THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY THAT:

Section 1: The Downtown Development Authority’s proposed budget for the increment of its second mil of ad valorem taxation is as follows:

Section 2: This resolution shall become effective immediately upon adoption.

Section 3: The Executive Director is directed to transmit a copy of this Resolution to the Mayor of the City of West Palm Beach immediately upon its adoption.

PASSED AND ADOPTED THIS 18th DAY OF JULY 2023

DOWNTOWN DEVELOPMENT AUTHORITY

CHAIRMAN

ATTEST:

CERTIFICATE

I, the undersigned, Executive Director of the West Palm Beach Downtown Development Authority, do hereby certify that the foregoing is a true and correct copy of the Resolution adopted by said Authority on the 18tht day of July 2023.

RAPHAEL CLEMENTE EXECUTIVE DIRECTOR

2023- 2024 DDA BOARD MEETING DATES

REGULAR BOARD MEETING MINUTES

Downtown Development Authority

Tuesday, June 20, 2023

8:30 AM

300 Clematis Street, Suite 200 West Palm Beach, FL 33401

https://downtownwpb.com/DDA

Dial: +1 301 715 8592

Webinar ID: 850 4544 6133

ATTENDANCE

DDA Board members in attendance: Chairman Rick Reikenis, Vice Chairman William Jacobson, Samantha Bratter, Daryl Houston, and Cynthia Nalley. DDA Staff in attendance: Raphael Clemente, Teneka James-Feaman, Vivian Ryland, Catherine Ast, Krystal Campi, Tiffany Faublas, Sabrina Lolo, Samantha Moore, Sherryl Muriente and Attorney Max Lohman. Guests in attendance: Kayla Benn, Matt Campbell, William Roger Cummings, Lia Escobar, Corey Lewis, Scott Lewis, Rodney Mayo, and Shaun Zitani. Virtual Board Member Attendance: Varisa Lall Dass. Virtual Attendance: Marco Casagrande, Joel Engelhardt, and Carolina Puente.

CALL TO ORDER

Chairman Reikenis called the meeting to order at 8:34 a.m.

PUBLIC COMMENTS

Public comments were submitted by Kayla Benn, Lia Escobar, Rodney Mayo, and Shaun Zitani Audio recording available upon request.

EXECUTIVE DIRECTOR’S REPORT

Clemente reported the Chess Park received full feature coverage in the American Chess Magazine. New event we are supporting, Soul in the City Jazz, will be held on the 3rd Wednesday of every month in the Pavilion starting July 19th.

The Mobility Coalition has been able to recruit partners such as Related, Chamber of Commerce, NORA, and One Parking to collaborate with the DDA and the City. Recently, a remote parking study and shuttle plan was conducted; which will be shared with the board soon. Interviews are being conducted to hire its first employee. The TPA’s contribution will likely be in-kind services in the $50,000 range for a consultant to create a Transportation Demand Management Plan.

Clemente also reported that the DDA was not involved and was not asked to be involved in the Waterfront Marina procurement process. The City received an unsolicited bid, and it was a closed procurement process.

Clemente requested to reorder the agenda to have Old Business item, Landscaping Contract Renewal, to come after the presentations.

Vice Chairman Jacobson made a motion to approve reordering the agenda Houston seconded the motion. The motion passed unanimously.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833 8873|Fax: 561.833.5870| www.downtownwpb.com

PRESENTATIONS

Trojan Rocking Horses | Dreams Do Come True

Muriente provided an overview of the Trojan Rocking Horses project and presented the analysis of the dreams that were received. Eight workshops were held throughout the community and each of the eight horses had a different route collecting dreams and along the way; the finale was at City Hall and dreams were presented to the Mayor. She shared that 1,300 aspirations and dreams were received from all over the community. The analysis of the dreams included categorizing and identifying recurring themes. Next steps include an alleyway of dreams in which an alley will be temporarily to reflect the dreams in both a physical installation and through programming and a stewardship program. The horses will go back out to community partners to collect more feedback.

Miami Book Fair

Corey Lewis, from the Miami Book Fair provided an overview of the Miami Book Fair and the success they have had over the last 40 years. He shared some of the programs the Miami Book Fair has throughout the annual eightday festival and highlighted authors that have presented at the Fair. Lewis then presented ideas to work with the DDA to bring a book fair to Downtown West Palm Beach which include incorporating local authors, children’s programming, writing workshops, VIP receptions, Brightline group rates, sponsorship opportunities, and more.

Recognition of Cynthia Nalley

The Board and Staff thanked Nalley and expressed gratitude for her assistance as a Downtown Development Authority Board member over the last six years. Chairman Reikenis presented Nalley with a plaque of recognition for her support and dedication to the Downtown West Palm Beach community.

OLD BUSINESS

Landscaping Contract Renewal

Ast presented an overview of the Landscaping Contract, which including services such as maintaining the hanging baskets, and tree trimming along Clematis Street; plant beds throughout district; City garages and City Hall; Tri-Rail station, and more. She added that Scott Lewis’ team has demonstrated their effectiveness and has been able to work with DDA staff to find solutions for the constantly changing needs of the downtown environment. The demands of the downtown area require an enhanced level of care to maintain the extensive number of landscaped areas throughout our district. Ast explained that the original contract term was for three years with two 1-year renewal options. At this time Staff recommends approval of the first one-year renewal option.

Jacobson noted that in paragraph two the addendum should be the third addendum not second. Vice Chairman Jacobson made a motion to approve the one-year renewal to the Landscaping Contract. Houston seconded the motion. The motion passed unanimously.

CONSENT CALENDAR

Minutes of Regular Board Meeting May 16, 2023

Financial Statement of May 31, 2023

Vice Chairman Jacobson made a motion to approve the consent calendar. Nalley seconded the motion. The motion passed unanimously.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833 8873|Fax: 561.833.5870| www.downtownwpb.com

NEW BUSINESS

Preliminary Budget Discussion

Clemente explained that on June 1st the Palm Beach County Property Appraiser notified the DDA of the district’s estimated FY 2024 taxable value of $3,622,597,256, which includes new construction estimated at $62,941,525. This represents an increase of 14.5% over FY 2023’s taxable value of $3,163,465,735. Final taxable values will be received in the first week of July.

The Fiscal year 2024 budget process will be affected by significant changes to core programs, and by increased demand for services and programs that the DDA provides. Part of this process will include making the necessary amendments to the interlocal agreement between the DDA, City and CRA to reflect these changes. Ryland presented proposed changes to the interlocal agreement. Clemente added that staff is looking forward to working with the board at the workshop on July 11th to receive feedback and refine the budget.

ANNOUNCEMENTS

None ADJOURNMENT

Nalley made a motion to adjourn the meeting. Vice Chairman Jacobson seconded the motion. The motion passed unanimously. Meeting adjourned at 10:28 am.

ASSETS

June 30, 2023

West Palm Beach Downtown Development Authority Balance Sheet No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

No CPA provides any assurance on these financial statements.

Supplemental Schedules

June 30, 2023

SCHEDULE 1 - CURRENT YEAR REVENUES

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

June 30, 2023

SCHEDULE 2 - BUSINESS DEVELOPMENT

SCHEDULE 3 - PUBLIC REALM MAINTENANCE

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

June 30, 2023

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

June 30, 2023

SCHEDULE 6 - GENERAL OFFICE

SCHEDULE 7 - OPERATIONS

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

June 30, 2023

SCHEDULE 8 - PROFESSIONAL SERVICES

Some rounding error may occur.

No CPA provides any assurance on these financial statements.

RESOLUTION NO. 5-2023

A RESOLUTION OF THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY ADOPTING RULES AND PROCEDURES FOR THE CONDUCT OF ITS PUBLIC BOARD MEETINGS AND WORKSHOPS; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.

WHEREAS, the Board of Directors of the West Palm Beach Downtown Development Authority (DDA) desires to adopt rules of procedure in order that Town business may be conducted in an orderly fashion; and

WHEREAS, the Board has determined that these new rules and procedures are in the best interests of the health, safety, and welfare of the residents and public at-large; and

WHEREAS, DDA’s enabling legislation and By-laws provide that the Board shall determine its own rules and order of business.

NOW,

THEREFORE, BE IT RESOLVED BY THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY THAT:

Section 1: The Downtown Development Authority Board of Director’s does hereby adopt the revised rules and procedures of the Town Council attached hereto as Exhibit A and made a part hereof.

Section 3: In the event of a conflict between this Resolution and Robert's Rules of Order, this Resolution shall control.

Section 4: This Resolution shall take effect immediately upon adoption. (The remainder of this page intentionally left blank.)

PASSED AND ADOPTED THIS 18th DAY OF JULY 2023.

DOWNTOWN DEVELOPMENT AUTHORITY

CHAIRMAN

ATTEST: _________________________ CERTIFICATE

I, the undersigned, Executive Director of the West Palm Beach Downtown Development Authority, do hereby certify that the foregoing is a true and correct copy of the Resolution adopted by said Authority on the 18th day of July 2023.

RAPHAEL CLEMENTE EXECUTIVE DIRECTOR

RULES AND PROCEDURES OF THE WEST PALM BEACH DOWN TOWN DEVELOPMENT AUTHORITY BOARD OF DIRECTORS

SECTION I. PRESIDING OFFICER

1. The presiding officer of the West Palm Beach Downtown Development Authority (WPBDDA) Board shall be the Chaiman

2. As presiding officer, the Chairman, shall preserve strict order and decorum at all regular and special meetings of the Board The Board’s General Counsel shall serve as parliamentarian to resolve matters of procedure and/or order.

3. The Chairman shall state every question co ming before the Board, announce the decision of the Board on all subjects, and decide all questions of order; subject, however, to an appeal to the Board, in which event a majority vote of the Board shall govern and conclusively determine the question of order. The Chairman shall vote on all questions.

4. In the absence of the Chairman, the Vice Chairman shall act as the presiding officer. In the absence of both the Chairman and the Vice Chairman, a Vice Chairman Pro Tern shall be selected by a majority of Board members in attendance at that meeting and the Board member so selected shall act as the presiding officer for that meeting only.

SECTION II. MEETINGS

1. Regular Meetings

The Board shall conduct its regular meetings on the third ( 3rd ) Tuesday of each month, convening at 8:30 a.m. The Board may add, delete, and/or modify items on the meeting agenda by a majority vote of the Board members present. However, any items that have been property noticed for public hearing shall be heard and shall be acted upon in accordance with the laws of the State of Florida. The Board’s General Counsel shall provide the procedural guidance necessary for the Board to properly discharge its duties. only items or issues to be discussed and/or acted upon shall be as follows: (1) items placed on the agenda by the Executive Director ; (2) items placed on the agenda by a majority vote of the Board members present; (3) items added of an emergency nature.

2. Workshop Meetings

The Board may hold workshop meetings on an as needed basis as determined by a majority of Board members. The Board members shall be notified of all business to be discussed at least twenty - four (24) working hours prior to the meeting. No business shall be discussed that is not on the pre - schedule d agenda unless approved by

a majority vote. Business of an emergency nature may be placed on the workshop agenda at any time. No formal action may be taken at a workshop, except that the Board may, by consensus, direct the Executive Director to place an item on future agenda for action.

3. Special Meetings

Special meetings may be called by the Chairman or by a majority of Board members whenever the public business may require it. Notice stating the date and hour of the meeting, and the purpose for which the special meeting is called, shall be delivered to each Board member and shall also be posted for the public. No other business shall be conducted other than that which is stated in the notice. Such notices are to be delivered and /or posted no later than twelve (12) hours prior to the time of the special meeting.

4. Emergency Meetings

Emergency meetings and special meetings may be held without notice where the best interests of the WPBDDA can only be served by such a meeting, without notice. Any four (4) Board members may attend such a meeting and the action taken must be ratified by a majority vote of the Board at the next regular or special meeting.

SECTION III. AGENDA

1. All reports, communications, resolutions, contract documents, or other matters to be submitted to the Board shall be submitted to the Director of Administration prior to each Board Meeting. The Director of Administration shall furnish each member of the Board, the Executive Director, and General Counsel with a copy of the agenda packet, authorized and approved by the Executive Director, prior to the Board meeting, as far in advance of the meeting as time will permit for preparation. None of the foregoing matters shall be presented to the Board by administrative officials except those of an urgent nature; and when so presented, they shall have written approval of the Executive Director before presentation.

SECTION IV. CALL QUORUM

1. Before proceeding with the business of the Board, the Chairman shall verify, via the Executive Director, that a quorum exists.

2. A majority of all those elected and serving his /her term on the Board shall constitute a quorum at any special or regular meeting of the Board.

SECTION V. ORDER OF BUSINESS

1. All meetings of the Board shall be open to the public.

2. Promptly at the hour set on the date of each regular meeting, the members of the Board, the Director of Administration, the Executive Director, and General Counsel shall take their regular stations in the Board’s Conference Room, and the business of the Board shall b e taken up for consideration and disposition in the orde r set forth on the agenda. The Executive Director shall be responsible for the format and order of the agenda, which may be added to, deleted from, and/or re -ordered by a majority vote of a quorum present but such action shall apply only to that specific agenda.

SECTION VI. CONSENT AGENDA

1. The agenda may have a Consent Agenda section for placing routine or “housekeeping” matters that do not routinely require individual deliberation or an individual vote. The Executive Director shall determine whether an item belongs on the consent agenda while preparing the final agenda. Supporting materials for the consent agenda items shall be included in the agenda packet and distributed to the Board members before the meeting.

The presiding officer shall present the consent agenda at the beginning of the meeting. Items may be removed from the consent agenda at the request of any one member. Items not removed may be adopted by general consent without debate. Removed items may be taken up immediately after the consent agenda or placed later on the agenda at the discretion of the Board members.

When preparing the minutes, the Director of Administration shall include the full text of each consent agenda item adopted as part of the consent agenda.

SECTION VII. READING OF THE MINUTES

1. The minutes may be approved without reading if the Board has received a copy of the minutes.

SECTION VII I. RULES OF DEBATE, DISSENT OR PROTEST

1. Presiding Officer: The Chairman may second motions, deb ate and vote but may not make motions unless he passes the gavel to the Vice Chairman for the duration of the particular matter on which he desires to assume a more active role. Any other member of the Board, including the Vice Chairman, who is acting as presiding officer may move, second and debate from the chair, subject only to those limitations of debate imposed on all members and shall not be deprived of any of the rights and privileges of a Board member by reason of action as the presiding

officer.

2. Debate: Every Board member desiring to speak sha ll a ddress the C hair and, upon recognition by the presiding officer, shall confine themselves to the question under debate, observing proper decorum at all times. The Executive Director may participate freely in discussions but may not vote.

3. Interruptions : A Board member, once recognized, shall not be interrupted while speaking, unless a call to order becomes necessary as determined by the presiding officer, or as herein otherwise provided. If a Board member, while speaking, is called to order, all debate shall cease until the question of order is determined, and if in order, he/she shall be permitted to proceed.

4. Privilege of Closing Debate: The Board member moving the adoption of a resolution, or other item upon which action must be taken, sh all have the privilege of closing the debate.

5. Motion to Reconsider: A motion to reconsider any action taken by the Board for Public Hearing items may be made only at the meeting such action was taken, providing the parties in interest are still present; or at a recessed or adjoined session thereof with notice to the parties in interest. Such motion must be made by one on the prevailing side, but may be seconded by any Board member. This motion shall be debatable. Motions to reconsider other items may be made at any time by one on the prevailing side and if the motion to reconsider is successful, the item will be placed on the next agenda for consideration, with notice to parties in interest, if applicable.

6. Entry of Certain Items in the Minutes: A Board member may request through the presiding officer the privilege of having an abstract of his/her statement on any subject under consideration by the Board entered into the minutes. If the Board consents thereto, the statement in its entirety shall be entered into the minutes.

7. Dissent or Protest: Any Board member may state the reason for dissent from or protest against any action of the Board, and same shall be entered into the minutes upon his request.

SECTION IX. SILENCE INDICATES AFFIRMATION

1. Unless a member of the Board states that he / she is not voting in accordance with the voting conflicts of interest law applicable at the time and fills out the appropriate voting conflict form to be filed with the Town Clerk, his/her silence shall be recorded as an affirmative vote.

2.

SECTION X. MOTION TO ADJOURN AND TABLE

A motion to adjourn or table shall always be in order and shall be decided without d ebate

SECTION X I. DECORUM

1. While the Board is in session, members must preserve order and decorum. A member shall neither, by conversation or otherwise, delay or interrupt the peace of the Board; disturb any member while speaking; or refuse to obey the rules of order of the Board or its presiding officer, except as herein otherwise provided.

2. Any person making personal, slanderous remarks, or who shall become boisterous while addressing the Board, shall be called to order by the presiding officer, and shall be ordered removed from the meeting, if necessary, unless permission to continue is granted by a majority vote of the Board.

3. The Executive Director, or his/her designee, shall serve as Sergeant at Arms at the Board meetings. When requested by the presiding officer, the said Sergeant at Arms shall carry out the orders and instructions given by the presiding officer.

SECTION XI I. PERMISSION REQUIRED TO ADDRESS COUNCIL

1. Any person wishing to address the Board may speak under the portion of the agenda entitled "Statements from the Public"; otherwise, interested persons may speak on specific agenda items as published at the appropriate times as set forth in subsection

b. below

2. To address the Board on any agenda item, a Public Comment Card must be fully completed and presented to the Executive Director prior to the item being called upon for discuss ion. A separate card is necessary for each agenda item to be addressed and also to speak on any matter that is not specifically listed on the agenda during "Statements from the Public".

3. Any member of the audience who expresses a desire to speak on a motion shall be called upon prior to discussion by the Board and before the vote is taken. The presiding officer shall state a motion before a vote is taken.

4. The Board's presiding officer shall declare immediately whether the motion has passed or failed.

SECTION XII I. MANNER OF ADDRESS

Each person addressing the Board shall state his /her name and address in an audible voice for the record and shall limit his /her address to three (3) minutes. However, if a person is

representing a group of six (6) or more people who are also physically present at the meeting and those people will forgo their right to speak on the item, the time for the representative speaker may be increased to six (6) minutes.

Additional time may be granted by the presiding officer at his /her sole discretion, but only in very limited and exceptional circumstances Notwithstanding the foregoing, additional time may not be granted during public hearings, as each member of the public must be affo rded equal time to address the Board, as a matter of due process. All remarks shall be addressed to the Board as a body. Remarks shall not be addressed to a single member of the Board, the Board’s General Counsel, or the Executive Director, unless a majority of the Board shall so agree. No person other than the Board and the person having the floor shall be permitted to enter into any discussion, either directly or through a member of the Board, without asking permission of the presiding off icer. No questions shall be asked of a Board member, the Board’s General Counsel, or the Executive Director, except through the presiding officer.

MEMO

To: Rick Reikenis, Chairman

William Jacobson, Vice Chairman

Samantha Bratter

Varisa Lall Dass

Tim Harris

Daryl Houston

Bob Sanders

From: Samantha Moore, Office Manager

RE: RFP 2023 – 001 Financial Audit Services

Date: Tuesday, July 18, 2023

The Downtown Development Authority will begin the RFP process for Financial Audit Services on July 24, 2023. The RFP will be posted online at DowntownWPB.com, Demand Star and advertised in the Palm Beach Post. DDA Staff has prepared the RFP for Financial Audit Services for your review and comments.

The schedule for the RFP process is as follows:

RFP Application: July 24, 2023 – August 23, 2023

Selection Committee meeting: No later than week of September 11, 2023

Recommendation Presented for Approval: September 19, 2023

Per State Statue 218.391(2)(b) the auditor selection committee for a special district must consist of at least three members including one member of the governing body, who shall serve as the chair of the committee.

Staff has identified two selection committee members; Bridget Souffrant, City of West Palm Beach Chief Financial Officer, and Kasia Marczyk, Certified Financial Planner Practitioner, Anchor Wealth Management Group At this meeting staff is requesting the board identify one board member to serve as the selection committee chair for RFP Financial Audit Services 2023-001.

REQUEST FOR PROPOSAL

RFP 2023-001 FINANCIAL AUDIT SERVICES

The West Palm Beach Downtown Development Authority (DDA) will receive electronic proposals until 3:00 P.M., local time, on Wednesday August 23, 2023, via DemandStar.com. Proposals delivered in any other way will not be considered received. Any proposals received after the above time will not be accepted under any circumstances. Any uncertainty regarding the time will be resolved against the Proposer. Proposals will not be accepted via fax, email, or any way other than DemandStar.

At 3:05 P.M. or shortly thereafter, only the names of the respondents will be read aloud.

Submit one (1) complete electronic Proposal packet via DemandStar.com. You may also be asked to submit each section separately, electronically via DemandStar. DemandStar will provide instructions on the process of loading your documents once you reach that step. Once all items have been uploaded, DemandStar will show that you have completed each required item requested. It is strongly encouraged that you review all uploaded documents to ensure they have been uploaded properly. Upon closure of the RFP, all proposals will be verified to ensure that all documents are indeed provided and accurate. Any items not provided, incomplete, or illegible may deem the proposal unresponsive

Requests for additional information or clarifications must be made in writing via e-mail to the email address listed below. Replies will be issued to inquiries and additional information, or amendments deemed necessary in written addenda, which will be issued prior to the deadline for responding to this Request for Proposal. Questions must be received no later than 3:00 P.M., Monday August 14, 2023.

West Palm Beach Downtown Development Authority

107 S. Olive Avenue, Suite 200

West Palm Beach, FL 33401

PH: 561-833-8873

bidquestion@downtownwpb.com

It will be the sole responsibility of the Proposer to check DemandStar or contact the DDA prior to submitting a response to determine if any addenda have been issued, to obtain such addenda, and to acknowledge addenda with their proposal.

Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and DDA holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response.

The DDA reserves the right to reject any or all proposals, to waive any informalities or irregularities in any proposals received, to re-advertise for proposals, or take any similar actions that may be deemed to be in the best interest.

West Palm Beach Downtown Development Authority

Raphael Clemente, Executive Director

REQUEST FOR PROPOSAL RFP 2023-001

FINANCIAL AUDIT SERVICES

1. Introduction/Overview

The West Palm Beach Downtown Development Authority (DDA) has issued this Request for Proposal (hereinafter, “RFP”) with the sole purpose and intent of obtaining responses from interested and qualified firms licensed to do business in the State of Florida offering to perform services as described within the Scope of Work listed below.

The West Palm Beach Downtown Development Authority is requesting proposals from qualified certified public accounting firms to provide the financial auditing services to the DDA for the audits of the financial statements of the DDA for three (3) fiscal years ending September 30, 2023, 2024, 2025.

The selected vendor will be responsible for the Annual Financial Audit as required under Section 218.39, Florida Statutes. Finance and compliance audits are to be performed in accordance with generally accepted auditing standards, Government Auditing Standards issued by the Comptroller General of the United States, provisions of the Federal Single Audit Act Amendments of 1996, and OMB Circular A-133, Audits of State and Local Governments and the provisions of the Florida Single Audit Act, and Chapter 10.550, Rules of the Auditor General.

An award, if made, will be made to the best overall proposer whose proposal is most advantageous to the DDA, taking into consideration the evaluation factors set forth in this RFP.

2. Background

The West Palm Beach Downtown Development Authority was created in 1967 to analyze and impact the West Palm Beach Downtown’s economic conditions, to formulate long-range plans for improving the appeal and accessibility of Downtown facilities and to promote their use, to provide remedy to any deterioration of Downtown property values and to retain and attract businesses.

The DDA is an independent special taxing district, funded primarily through an ad valorem tax levied annually, on all property within the Downtown Development District. The DDA’s property tax levy and the levies of the City are independent of each other and are related only by the fact that they are levied against a common tax base within the DDA’s geographic boundaries.

The Board of Directors of the DDA is appointed by the City’s mayor, but there is no significant continuing relationship between the City and the DDA for carrying out day-to-day functions of the DDA. The management of the DDA is selected by its Board of Directors and the operation of the DDA is the exclusive responsibility of such management.

Moreover, the City is under no obligation to fund operating deficits of the DDA, has not guaranteed and has no moral responsibility for any debt of the DDA, does not provide financial resources, or otherwise exercise significant influence over the DDA’s operations.

All activities of the DDA are accounted for with a single operating budget. The total operating budget for fiscal year 2023 is $9,968,582. Interested firms who wish to review prior year’s Annual Financial Report or budget documents for the current fiscal year can download the reports from the DDA’s website www.downtownwpb.com.

3. Inquiries

Direct questions related to this RFP will be submitted in writing to bidquestion@downtownwpb.com. Please include the page and paragraph number for each question to ensure that questions asked are responded to correctly. Proposers must clearly understand that the only official answer or position of the DDA will be the

one stated in writing. All questions asked, along with the answers rendered that affect the scope of work will be issued in the form of an addendum. All addendums will be placed on DemandStar for all proposers to obtain and acknowledge.

4. Method of Source Selection

Each proposal will be reviewed to determine if the proposal is responsive to the RFP. Proposals deemed to be non-responsive will be rejected without being evaluated. A responsive proposal is one which has been signed and submitted by the specified Proposal deadline and has provided the information required to be submitted with the Proposal. While poor formatting, poor documentation and/or incomplete or unclear information may not be cause to reject a proposal without evaluation, such substandard submissions may adversely impact the evaluation of a Proposal. Respondents who fail to comply with the required and/or desired elements of this RFP do so at their own risk.

The Evaluation Committee shall review all Proposals for compliance with the specifications and select a vendor(s) for recommendation.

The DDA may, as it deems necessary, conduct discussions with responsible Proposers determined to be in contention for being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements. Contingent upon successful ranking of Proposals and negotiation of contracts, nothing shall preclude the DDA from selecting a single, qualified firm to provide the services.

5. Formal Oral Presentations/Interviews (If requested)

The DDA may choose to conduct oral interviews with, or receive oral presentations from, one or more of the Proposers. If the DDA chooses to allow oral interviews and/or presentations, the following guidelines will be used:

The DDA will establish the schedule and proposers will be notified at least seven (7) calendar days in advance of the date, time and place of the presentations. The specific format of each presentation will be provided to Proposers with the notifications. The DDA will allot equal time for each Proposer divided into three sequential parts: formal presentations, questions and answers, and discussion.

Oral interviews and/or presentations will provide an opportunity for the Proposers to demonstrate their ability to use time efficiently, effectively and economically. The times allotted are maximum and no firm will be penalized for using less than the allotted time.

6. Final Ranking and Recommendation for Award

The DDA Selection Committee will rank the top three firms and present their findings to the DDA Board. The Board will provide its final recommendation to award the bid.

7. Projected Timetable

The following projected timetable should be used as a working guide for planning purposes only. The DDA reserves the right to adjust this timetable as required during the course of the RFP process.

Note: Dates are subject to change. TBD = to be determined. NLT = no later than.

8. Scope of Work

The DDA is seeking Proposals from qualified and experienced firms, licensed to practice in the State of Florida, with demonstrated skills and experience in financial auditing services.

The examination will be a financial and compliance audit in accordance with Section 11.45, Florida Statutes, in order to express an opinion on an annual basis on the DDA’s financial statements. The examination should be to the extent necessary for the Auditor to express an opinion on the fairness with which the financial statements present the financial position, results of operations and changes in cash flows in conformity with generally accepted accounting principles.

Audits are to be performed in accordance with generally accepted auditing standards, Government Auditing Standards issued by the Comptroller General of the United States, provisions of the Federal Single Audit Act Amendments of 1996, and OMB Circular A-133, Audits of State and Local Governments and the provisions of the Florida Single Audit Act, Chapter 10.550, Rules of the Auditor General, and any other rules, regulations, statutes, ordinances or orders which may pertain to the agreement.

8.1 Minimum Qualifications

To be eligible to respond to this RFP, the proposing firm shall demonstrate that they have been continuously engaged in providing similar audit services to those specified herein for a minimum of five (5) years. The proposing firm must be independent and licensed to practice in the state of Florida. The audit firm has no conflict of interest with regard to any other work performed by the firm for the district.

a. Reports to be Issued. Following the completion of the audit of the fiscal year’s financial statements, the auditor must prepare reports required by adherence to the auditing standards listed in Section 9.1 above, including but not limited to:

i. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles;

ii. A report on the internal control over financial reporting and compliance and other matters based on an audit of financial statements performed in accordance with Governing Auditing Standards;

iii. A report on compliance and internal control over compliance applicable to each major federal program and state financial assistance project, if required;

iv. A management letter required by Section 10.550, Rules of the Auditor General;

v. An independent accountant’s report on Compliance with Section 218.415, Florida Statues.

The reports on compliance must consider all material instances of noncompliance and internal control deficiencies over financial reporting to be considered material weaknesses. All nonmaterial instances of noncompliance must be communicated to management. Auditors must make an immediate, written report of all irregularities and illegal acts of which they become aware to the appropriate DDA personnel (which include the Executive Director, Director of Administration, the DDA Board of Directors) as well as the DDA attorney.

b. Report Preparation and Distribution. Following the completion of the audit of the fiscal year’s financial statements, the auditor must compile the financial statements and notes to the financial statements based on information provided by the DDA. The Director of Administration will be responsible for review and approval of these financial statements prior to their issuance. Final report printing and binding of the Annual Comprehensive Financial Report (ACFR) will be the responsibility of the auditing firm. The auditor will be responsible for providing seven (7) hard copies and one (1) electronic, searchable, PDF version of the ACFR to the DDA.

The Auditor shall submit a signed audit report on the fair presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America no later than the March board meeting following the fiscal year end, along with the required reports on internal control structure and compliance with laws and regulations. Extensions for time of completion may be

granted for good cause by the DDA.

The Auditor shall upload the required financial statements to the Department of Financial Services LOGERX system once the audit has been completed and approved by the Board.

c. Special Considerations. The DDA will send its ACFR to the Government Finance Officers Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting program. It is anticipated that the auditor will be required to provide special assistance to the DDA to meet the requirements of that program in all years of the engagement. An Executive Summary is to be provided for the presentation to the DDA Governing Board.

The DDA will be responsible for providing the Transmittal Letter, Management’s Discussion and Analysis, and the Statistical Section of the ACFR; pro-formas and editing will be the responsibility of the auditor.

The Director of Administration will be available during the audit to assist the firm by providing information, documentation and explanations, and other audit tasks that will serve to expedite the audit.

All working papers and reports must be retained, at the auditor’s expense, for a minimum of five (5) years, unless the firm is notified in writing by the DDA of the need to extend the retention period. The auditor will be required to make working papers available, upon request, by the Executive Director or the Director of Administration.

In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.

The proposal should identify and describe any anticipated audit problems, the firms approach to resolving these problems, and any special assistance that will be required from the DDA.

During the course of this contract, the DDA may require consulting services.

8.2 Deliverable Items/Performance Requirements

a. Independence. The firm shall provide an affirmative statement that it is independent of the DDA as defined by generally accepted auditing standards.

b. Licenses to Practice in the State of Florida. An affirmative statement shall be included indicating that the firm and all assigned key professional staff are properly licensed to practice in the State of Florida.

c. Firm Qualifications and Experience. The proposal shall state the size of the firm, the size of the firm’s governmental audit staff and the number and nature of the professional staff to be employed on this engagement on a full-time basis and the number and nature of the staff to be employed on a part–time basis.

If the Proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if applicable.

The firm is also required to submit a copy of the report on its most recent external quality control review, with a statement as to whether that quality control review included a review specific to government engagements.

The firm must provide an affirmative statement that they are in good standing with the American

Institute of Certified Public Accountants. The firm should also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide any information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with the state or federal regulatory bodies or professional organizations.

d. Partner, Supervisory and Staff Qualifications & Experience. The firm must identify the principal, supervisory and management staff, including engagement partners, managers, other supervisors, specialists, and staff who will be assigned to the engagement and indicate whether each such person is registered to practice as a certified public accountant in the State of Florida. The firm shall provide as much information as possible regarding the government auditing experience of each person, including relevant continuing professional education for the last two (2) years, the number of years of local government audit experience, and experience as it relates to the latest GASB pronouncements. The firm should also indicate how the quality of staff over the term of the agreement will be assured.

Audit personnel may be changed at the discretion of the Proposer provided that replacements have substantially the same or better qualifications or experience.

e. Similar Engagements with other Governments. For the firm’s office that will be assigned the responsibility of the audit, list the most significant engagements (maximum of 5) performed in the last five (5) years that are similar to the engagement described in this RFP. Indicate the scope of work, engagement partners, total hours, and the name, telephone number and email address of the principal client contact.

Identify all current government clients for which you will engage as auditor for the fiscal year ending September 30, 2023

Provide the services provided, dates of service, and name and telephone number of the principal client contact for all entities cancelling or terminating your services within the last five (5) years. Also, describe the reason(s) for cancellation or termination.

f. Specific Audit Approach. The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, and a transition schedule, if applicable, to perform the services required in this RFP. Proposers will be required to provide the following information on their audit approach:

i. Proposed segmentation of the engagement.

ii. Level of staff to be assigned to each proposed segment of the engagement.

iii. Type and extent of analytical procedures to be used in the engagement.

iv. Approach to be taken to gain and document an understanding of the DDA’s internal control structure.

v. Approach to be taken in determining laws and regulations that will be subject to audit test work.

vi. Approach to be taken in drawing audit samples for purposes of test of compliance.

vii. Procedures for reporting fraud, illegal acts, or significant internal control deficiencies to clients.

viii. Firm philosophy and its procedures in formulating management letter comments.

ix. Describe the firm’s procedure in monitoring the progress of the audit and communicating same to the client while the audit is in progress.

g. Identification of Anticipated Potential Audit Problems. The proposal shall identify and describe any anticipated potential audit problems, the firm’s approach to resolving these problems and any special assistance that will be requested from the DDA.

h. Public Entity Crimes. The proposer shall provide a signed statement of Public Entity Crimes as provided in Florida Statutes Chapter 287.133(2)(a).

8.3 Cost and Price Information

a. Total all-inclusive maximum price. The total all-inclusive maximum price bid must contain all pricing information relative to performing the audit engagement as described in this RFP. The total all-inclusive maximum price bid is to contain all direct and indirect costs including all out-of-pocket expenses. Proposed annual fees must be provided for fiscal years ending September 30, 2023, 2024, 2025, 2026, and 2027.

The DDA will not be responsible for expenses incurred in preparing and submitting a response. Such costs should not be included in the proposal.

b. Single Audit. For each fiscal year, provide a fee for a Single Audit, which will be conducted as necessary.

c. Rates for Additional Professional Services. Provide a single hourly rate for additional professional services if it becomes necessary for the DDA to request the auditor to render any additional services.

d. Fee information sheet. The fee information sheet included in this RFP must be signed and certifies that the person signing is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the DDA.

e. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement. All invoices for fees, services, or costs shall have sufficient detail to demonstrate compliance with contract terms.

f. Termination of Awarded Contract. Unless otherwise agreed to by the DDA, any contract resulting from the RFP may be terminated by the DDA without cause upon a ten (10) business day written notice. Termination is effective upon the 10th day as counted from the date of the written notice. In the event of termination, the Auditor will be entitled to compensation for all services rendered up to the termination date on a pro-rata basis, which are within the proposal.

8.4 Evaluation Criteria

The establishment, application and interpretation of the above Scope of Work shall be solely within the discretion of DDA.

Proposers should provide all information outlined in the Scope of Work to be considered responsive. Proposals will be evaluated based on the responsiveness of the Proposer’s information to the Scope of Work which will demonstrate the Proposer’s understanding of the Evaluation Factors and capacity to perform the required services of this Request for Proposal. The maximum points that shall be awarded for each of the Evaluation Factors are detailed and described below.

The DDA will select proposals deemed most qualified based on the submittal criteria. The Auditor Selection Committee will rank those proposers whose proposals are deemed most qualified. The DDA reserves the right to select the proposal which in the opinion and sole discretion of the DDA will be in the best interest of and/or most advantageous to the DDA. The DDA reserves the right to waive any irregularities and technicalities and may at its discretion request re- submittal of proposals.

The following factors will be utilized by the Selection Committee to evaluate each submission received. Award of points will be based on the documentation that the Proposer submits within the submission.

Each Evaluation Factor will be rated and assigned points using the scoring guide below.

Scoring Scale:

0= Unsatisfactory: Not responsive to the requirement

1= Below Minimum Standards: Responsive to the requirement but below acceptable standards.

2= Average: Acceptable performance standards and responsive to the requirement.

3= Above minimum performance, effective and responsive to the requirement.

4= Exceeds Expectations for effectiveness and responsiveness to the requirement.

NOTE: The Committee member’s score times the “weighted value” assigned to the different sections listed here equals the total score for that section. (EXAMPLE: Maximum score of 4 times weighted value of 10 = Maximum of 40-Points).

During the evaluation process and at the sole discretion of the DDA, requests for clarification of one or more proposer submittals may be conducted. This request for clarification may be performed by the DDA in a written format, or through scheduled oral interviews. Such clarification request will provide proposers with an opportunity to answer any questions the DDA may have on a proposer’s submittal.

8.4.1 Evaluation Factor 1 – Audit Approach (maximum 4 X 7.50 = maximum 30 points)

a. The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, to perform the services required in this RFP.

b. Responsiveness of the proposal in clearly stating an understanding of the work to be performed.

c. Effectiveness and efficiency of the audit approach and the ability to provide the required services within the required timeline.

d. Approach to be taken in determining laws and regulations that will be subject to audit test work.

e. Type and extent of analytical procedures to be used in the engagement.

f. A tentative schedule for performing key aspects of the audit.

8.4.2 Evaluation Factor 2 Expertise and Experience (maximum 4 X 10 = maximum 40 points)

a. Qualifications and experience of the proposing company and assigned staff.

b. Provide a brief history of the firm, length of time in business and its past experience as it relates to the requirements of this solicitation.

c. Summarize past experience working with government agencies as it relates to the requirements of this solicitation.

d. The firm’s past experience and performance on comparable government engagements.

e. The audit firm is independent and licensed to practice in Florida.

f. The ability to perform additional services and provide technical support throughout the period of the engagement.

g. The quality, expertise and experience of the firm’s professional personnel to be assigned to the engagement.

h. The firm’ past experience and performance with ACFR.

8.4.3 Evaluation Factor 3 – Fee Information (maximum 4 X 6.25 = maximum 25 points)

a. State your proposed lump sum to cover requirements as outlined in the Scope of Work and referenced in the Cost and Price section of this RFP.

b. State your proposed hourly rate for additional consultation and programming.

c. Services or items considered to be reimbursable expenses outside the retainer should be listed and described as appropriate.

8.4.4 Evaluation Factor 4 – Local Preference (maximum 5 points)

a. Additional consideration for a local business in the DDA District, provide proof of business residing within the DDA Boundary such as a copy of The City of West Palm Beach Business Tax Receipt (BTR).

9. Proposal Due Date and Time

a. Proposal Due Date

Proposals must be submitted electronically via DemandStar.com with an upload date and time, no later than 3:00P.M., Local Time, on Wednesday, August 23, 2023. Proposals received after this date and time will not be considered.

b. Public Opening

There is no public opening of the Proposals. Only the names of the respondents will be publicly read aloud.

c. Public Record

The Owner is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida’s public records law. Specifically, the Contractor shall:

i. Keep and maintain public records required by the public agency to perform the service.

ii. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.

iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency.

iv. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure

requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

IF THE PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE RECORDS MANAGEMENT LIASION OFFICER AT (561) 833-8873, 107 S. OLIVE AVENUE, SUITE 200, WEST PALM BEACH, FL, 33401.

10. Proposal Preparation and Format

a. Preparation Prepare your Proposal in a clear and concise manner. Ensure that the content of your proposal submittal is complete. Special attention should be given to the specific information, instructions and requirements of the Request for Proposal document to ensure responsiveness. Proposals that are incomplete or lack key information may be rejected.

b. Proposal Reproduction Proposals are to be submitted electronically via DemandStar. Proposals shall be submitted as follows: One (1) complete copy of the proposal should be uploaded, including all required documents, signed addendums, fee information sheets, initialed exhibits, and any other that make up the complete proposals. Additionally, DemandStar will show a list of sections to be loaded individually as needed. Follow the uploading instructions on DemandStar.

c. Incurred Expenses The DDA is not responsible for any expenses which Proposers may incur in preparing or submitting proposals, including presentations and any other expenses called for in this Request for Proposal.

d. Proprietary Information

i. In accordance with Chapter 119 of the Florida Statutes (Public Records Law), and except as may be provided by other applicable State and Federal Law, all Proposers should be aware the Request for Proposal and the responses thereto are in the public domain. Proposers are requested to identify specifically any information contained in their Proposals which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law.

ii. A generic notation that information is “confidential” is not sufficient. Failure to provide the DDA with a detailed explanation and justification including statutory cites and specific reference to your Proposal detailing what provisions, if any, you believe are exempt from disclosure, may result in your entire Proposal being subject to disclosure in accordance with Chapter 119 of the Florida Statutes.

iii. Redacted Copies of Confidential Information. If the proposer considers any portion of any documents, data, or records submitted to the DDA to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, the Proposer must simultaneously provide the DDA with a separate redacted copy of the information it claims as Confidential and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the ITB/RFP name and number and shall be clearly titled “Confidential.” The redacted copy should only redact those portions of material that the contractor claims is confidential, proprietary, trade secret or otherwise not subject to disclosure

iv. Request for Redacted Information. In the event of a public records or other disclosure request pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, to which documents that are marked as “Confidential” are responsive, the DDA will provide contractor-redacted copies to the requestor. If a requestor asserts a right to

the Confidential Information, the DDA will notify the contractor such an assertion has been made. It is contractor’s responsibility to assert that the information in question is exempt from disclosure under Chapter 119 or other applicable law. If the DDA becomes subject to a demand for discovery or disclosure of the Confidential Information of contractor under legal process, the Client shall give the contractor prompt notice of the demand prior to releasing the information labeled “Confidential” (unless otherwise prohibited by applicable law). The contractor shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure.

v. Indemnification The contractor shall protect, defend, and indemnify the DDA for any and all claims arising from or relating to contractors’ determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If the contractor fails to submit a redacted copy of information it claims is Confidential, the DDA is authorized to produce the entire documents, data, or records submitted to the DDA’s in answer to a public records request or other lawful request for these records.

vi. All Proposals received from Proposers in response to this Request for Proposal will become the property of the DDA and will not be returned to the Proposers. In the event of Contract award, all documentation produced as part of the Contract will become the exclusive property of the DDA

11. Required Proposal Submittals

a. Proposals will be evaluated based on the information provided in the response. All documents should be typed in at least 11pt. font, 8 1/2 x 11 format and should be properly identified by name of respondent and marked with "RFP 2023-001 Financial Audit Services" to facilitate effective evaluation by the DDA, Proposals must not be more than twenty-five (25) pages. Required documents in this RFP do not count in this total.

b. A letter of interest or executive summary, not to exceed three (3) pages, may also be included in the Proposal. Qualification documents that exceed this length will be considered non-responsive and will not be evaluated. The letter of interest three (3) page limit is in addition to the twenty-five (25) page limit.

c. During this process, any intentional omissions, alterations, or false representations will be grounds for rejection of any Proposal. Proposals must include a Table of Contents which provides clear identification of the material by section and by page number.

12. Delivery of Proposals

a. Proposals shall be submitted via DemandStar. All Proposals submitted must be received on DemandStar by the time specified in this solicitation. It is the sole responsibility of the Proposer to ensure that Proposals are received via electronic submission as noted above by the due date and time. The DDA shall not be responsible for delays caused by any occurrence. Proposals received after the time specified for receipt will not be considered. The DDA strongly recommends you review all documents after submitting to ensure that they have loaded properly and are complete.

13. Proposal Evaluation Committee and Evaluation Process

a. Selection Committee A Selection Committee (hereinafter referred to as “the Committee”) consisting of at least three (3) members will be established to review, discuss, and evaluate all responsive Proposals submitted in response to this Request for Proposal (RFP). The Committee Chairman shall be a member of the DDA Board of Directors. The Committee shall conduct a preliminary evaluation of all Proposals on the basis of the information provided and evaluation criteria as set forth in this Request for Proposal. The scoring mechanism identified in section 8.4 will be used by individual Committee members to rank firms. Rankings from all Committee members will then be summed for each Proposer in order to establish the overall ranking

order. DDA staff members may serve as advisors to the Committee to assist with its evaluation of the proposals.

b. Presentations The Committee reserves the right to require oral presentations from any or all responsive and responsible Proposers who submit Proposals determined to be reasonably acceptable of being selected for award. Discussions may be conducted for the purpose of clarification and to assure full understanding of, and responsiveness to, the solicitation requirements. The DDA will not be liable for any costs incurred by the Proposer in connection with such interviews, presentations, or negotiations (i.e., travel, accommodations, etc.).

c. Award Without Presentations There will not be presentations to the DDA Board. The DDA Board will award a contract based on responses to this Request for Proposal without discussions or oral presentations. Therefore, each response to this RFP should contain the Proposer's best terms and conditions for consideration.

d. Ranking The Committee will evaluate and rank the Proposers as set forth in the preceding section entitled 8.4 “Evaluation Criteria” and submit the rank order to the DDA staff liaison.

e. Authority to Award Contracts negotiated as a result of this RFP will be presented to DDA Board for final award.

f. Reserved Rights The DDA, at its sole and absolute discretion, reserves the right to reject any and all, or parts of any and all proposals, to re-advertise this solicitation, postpone or cancel, at any time, this solicitation process, or to waive minor irregularities and informalities in this RFP or in the Proposals received as a result of this RFP.

14. Questions Regarding the Solicitation or Proposal Process

To ensure fair consideration for all Proposers, the DDA prohibits communication to or with any officer, elected official (including the Executive Director and DDA Board), or employee of the DDA, and any Evaluation Committee members during the solicitation process from the date of issuance of the RFP through award, except as provided below.

All communications relating to this RFP between Proposer (or anyone on Proposer’s behalf) and the DDA must be made through email inquiry at bidquestion@downtownwpb.com. Any communications in violation of this provision may be grounds for disqualifying the offending Proposer from consideration for award of the Proposal and/or any future Proposal.

Any questions relative to interpretation of the solicitation or the Proposal process shall be addressed in writing as indicated below. Questions must be received by or before the cut-off date for questions as specified in the Proposal Timetable. Questions received after the cut-off date as specified in the Proposal Timetable will not be considered.

Any interpretation made to prospective Proposers will be expressed in the form of an addendum to the solicitation which, if issued, will be conveyed in writing to all prospective Proposers no later than five (5) days prior to the date set for receipt of Proposals. Oral inquiries are strictly prohibited and will not receive a response

It will be the responsibility of the Proposer to check the DDA’s website prior to submitting a Proposal to ascertain if any addenda have been issued, to obtain all such addenda, and to return executed addenda with the Proposal. Addenda will be posted on DemandStar for all proposers to access.

15. Additional Information

The DDA reserves the right to request that the Proposer provide additional information it deems necessary to evaluate, clarify, or substantiate any area contained in each submitted Proposal and to meet the needs of the DDA more fully

16. Addendum to Request for Proposals

If it becomes necessary to revise or amend any part of this Request for Proposal before the Proposal due date, this revision will be furnished as a written addendum.

17. Execution of Contract

Unless such time is extended by the DDA, the successful Proposer shall, within fourteen (14) business days after Notice of Award is issued by the DDA, sign and enter into a Contract with the DDA, and shall simultaneously provide any required bonds, indemnities and insurance certificates. Failure to comply with the established deadline for submittal of required documents may be grounds for cancellation of the award.

18. Proposer’s Guarantee

By submitting a Proposal, a Proposer warrants that no one was paid a fee, commission, gift, or other consideration contingent upon receipt of an award for the services and/or supplies specified herein.

19.

Indemnification

The Respondent agrees to indemnify and hold the DDA harmless for any and all claims, liability, losses and causes of action which may arise out of its fulfillment of the contract awarded pursuant to this RFP. It agrees to pay all claims and losses, including related court costs and reasonable attorneys' fees, and shall defend all suits filed due to the negligent acts, error or omissions or Respondent employees and/or agents in the event the completion of a project awarded pursuant to this RFP (to include the work of others) is delayed or suspended as a result of the Respondent's failure to purchase or maintain the required insurance, the Respondent shall indemnify the DDA from any and all increased expenses resulting from such delay.

20. Insurance Requirements

The Proposer will be required to furnish evidence of the following insurance coverage by a licensed Florida Company.

a. Without limiting Proposer’s indemnification, it is agreed that the successful Proposer will purchase at their expense and maintain in force at all times during the performance of services under this agreement the following insurance. Where specific limits are shown, it is understood that they must be the minimum acceptable limits. If successful Proposer’s policy contains higher limits, the DDA will be entitled to coverage to the extent of such higher limits. Certificates of Insurance must be furnished to the DDA naming the DDA as additional insured. These certificates must provide a ten (10) calendar day notice to the DDA in the event of cancellation, non- renewal or a material change in the policy.

b. Statutory Workers Compensation insurance as required by the State of Florida.

c. Commercial General Liability insurance to provide coverage of not less than one million dollars ($1,000,000) combined single limit per occurrence and annual aggregates where generally applicable and must include premises-operations, independent contractors, products/completed operations, broad form property damage, blanket contractual and personal injury endorsements.

d. Business Vehicle/Umbrella Liability insurance with a minimum limit of $200,000 per occurrence, and $300,000 for all claims arising out of the same incident or occurrence, for property damage and personal injury. Notice, these limits may change according to Florida law and the protections afforded to the DDA pursuant to sovereign immunity for liability.

e. The official title of the owner is “West Palm Beach Downtown Development Authority”. This official title will be used in all insurance documentation.

REQUEST FOR PROPOSAL AUDIT SERVICES

A. Instructions: Please indicate the cost as per Section 8:

B. All prices submitted are to be listed below. Prices quoted should be in unit of measure shown.

Hourly rates for additional professional services:

Partner

Senior Manager

Senior Auditor

Staff Auditor

The undersigned certifies that he/she has the ability to sign and bind the firm or company to the services to be performed within the fees proposed.

Signature Title Date Signed Printed Name Firm or Company

SWORN STATEMENT UNDER SECTION 287.133(3)(n), FLORIDA STATUTES ON PUBLIC ENTITY CRIMES

THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS.

1. This sworn statement is submitted with RFP No.

2. This sworn statement is submitted by whose business address is and (if applicable) its Federal Identification No. (FEIN) is . If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement .

3. My name is and my relationship to the entity named above is

4. I understand that a “public entity crime” as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to, and directly related to, the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy or material misrepresentations.

5. I understand that “convicted” or “conviction” as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere.

6. I understand that an “affiliate” as defined in Paragraph 287.133(1)(a), Florida Statutes means:

a. A predecessor or successor of a person convicted of a public entity crime; or

b. an entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term “affiliate” includes those officers, directors, executives, partners, shareholders, employees, members and agents who are active in the management of an affiliate. The Ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm’s length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.

7. I understand that a “person” as defined in Paragraph 287.133 (1) (c), Florida Statutes, means any natural person or entity organized under the laws of any state of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by

a public entity, or which otherwise transacts or applies to transact business with a public entity. The term “person” includes those officers, directors, executives, partners, shareholders, employees, members and agents who are active in management of an entity.

8. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies)

Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members or agents who are active in neither management of the entity, nor any affiliate of the entity have been charged with or convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity, or an affiliate of the entity has been charged with, and convicted of a public entity crime subsequent to July 1, 1989, and (Please indicate which additional statement applies)

There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. (Please attach a copy of the final order)

The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order)

The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by, or pending with, the Department of General Services)

Signature: Date

Personally, appeared before me, the undersigned authority, who after first being sworn by me, affixed his/her signature in the space provided above and on this day of 20 .

Notary Public, State at large My Commission Expires:

CONFLICT OF INTEREST STATEMENT

STATE OF FLORIDA, DDA OF

Before me, the undersigned authority, personally appeared , who was duly sworn deposes and states:

1. I am the of with a local office in and principal office in and principal office in DDA & State DDA & State

2. The above-named entity is submitting a Proposal for the DDA RFP 2023-001 described as Financial Audit Services.

3. The Affiant has made diligent inquiry and provides the information contained in the Affidavit based upon his/her own knowledge.

4. The Affiant states that only one submittal for the above proposal is being submitted and that the abovenamed entity has no financial interest in other entities submitting proposals for the same project.

5. Neither the Affiant nor the above-named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraints of free competitive pricing in connection with the entity’s submittal for the above proposal. This statement restricts the discussion of pricing data until the completion of negotiations if necessary and execution of the Contract for this project.

6. Neither the entity not its affiliates, nor anyone associated with them, is presently suspended or otherwise ineligible from participation in contract letting by any local, State, or Federal Agency.

7. Neither the entity nor its affiliates, nor anyone associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project.

8. I certify that no member of the entity’s ownership or management is presently applying for an employee position or actively seeking an elected position with the DDA.

9. I certify that no member of the entity’s ownership or management, or staff has a vested interest in any aspect of the DDA.

10. In the event that a conflict of interest is identified in the provision of services, I, on behalf of the abovenamed entity, will immediately notify the DDA.

DATED: this day of 20

(Affiant)

Typed Name and Title

Sworn to and subscribed before me this day of 20 . Personally Known Or produced identification .

DISPUTES DISCLOSURE FORM

Answer the following questions by placing as “X” after “YES” or “NO”. If you answer “YES”, please explain in the space provided, or via attachment.

Has your firm or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulations or any other regulatory agency or professional association within the last five (5) years? YES NO

Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services your firm provides in the regular course of business within the last five (5) years?

YES NO

Has your firm had against it or filed any request for equitable adjustment, contract claims, bid protest, or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? YES NO

If yes, state the nature of the request for equitable adjustment, contract claim, litigation, or protest, and state a brief description of the case, the outcome or status of the suit and the monetary amounts or extended contract time involved.

I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation or falsification of facts shall be cause for forfeiture of rights for further consideration of this proposal for the DDA.

DRUG FREE WORKPLACE CERTIFICATE

I, the undersigned, in accordance with Florida Statute 287.087, hereby certify that, (print or type name of firm) publishes a written statement notifying that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace named above, and specifying actions that will be taken against violations of such prohibition.

• Informs employees about the dangers of drug abuse in the workplace, the firm’s policy of maintaining a drug free working environment, and available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug use violations.

• Gives each employee engaged in providing commodities or contractual services that are under bid or proposal, a copy of the statement specified above.

• Notifies the employees that as a condition of working on the commodities or contractual services that are under bid or proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, plea of guilty or nolo contender to, any violation of Chapter 1893, of any controlled substance law of the State of Florida or the United States, for a violation occurring in the work place, no later than five (5) days after such conviction, and requires employees to sign copies of such written (*) statement to acknowledge their receipt.

• Imposes a sanction on, or requires the satisfactory participation in, a drug abuse assistance or rehabilitation program, if such is available in the employee’s community, by any employee who is so convicted.

• Makes a good faith effort to continue to maintain a drug free workplace through the implementation of the drug free workplace program.

“As a person authorized to sign this statement, I certify that the above-named business, firm or corporation complies fully with the requirements set forth herein”

Authorized Signature

Date Signed

State of Florida

County of Sworn to and subscribed before me this day of 20 .

Personally known or Produced Identification

(Specify type of identification)

Signature of Notary

My Commission Expires:

, being duly sworn, deposes and says that:

1. He/She is of , the Bidder, Title

Company Name that has submitted the attached proposal;

2. He/She is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal;

3. Such Proposal is genuine and is not a collusive or sham proposal;

4. Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, connived, or agreed, directly or indirectly, with any other Bidder, firm or person to submit a collusive or sham Proposal in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Bidder, firm, or person to fix the price or prices in the attached proposal or any other Bidder, or to fix any overhead, profit or cost element of the proposal price or the proposal price of any other Bidder, or to secure through any collusion, connivance, or unlawful agreement any advantage against the West Palm Beach Downtown Development Authority or any person interested in the proposed Contract; and

5. The price or prices quoted in the attached proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant.

RFP/Bid /Contract No:

E-VERIFY AFFIRMATION STATEMENT

Project Description:

Contractor/Proposer/Bidder acknowledges and agrees to utilize the U.S. Department of Homeland Security’s EVerify System to verify the employment eligibility of,

(a) all persons employed by Contractor/Proposer/Bidder to perform employment duties within Florida during the term of the Contract, and,

(b) all persons (including subcontractors/vendors) assigned by Contractor/Proposer/Bidder to perform work pursuant to the Contract.

The Contractor/Proposer/Bidder acknowledges and agrees that use of the U.S. Department of Homeland Security’s E-Verify System during the term of the Contract is a condition of the Contract.

Contractor/Proposer/ Bidder Company Name:

Authorized Company Person’s Signature:

Authorized Company Person’s Title:

Date:

PROPOSER CHECK LIST

I M P O R T A N T: Please read carefully, sign in the spaces indicated and return with your Proposal. Proposer should check off each of the following items as the necessary action is completed:

The Proposal has been signed. All information as requested in the Proposer’s Qualification Form is included. All applicable forms have been signed and included. Any addenda have been signed and included.

PROPOSALS SHOULD BE UPLOADED TO DEMANDSTAR.COM BASED ON THE REQUESTED INFORMATION LOCATED IN THIS RFP AND IN THE ORDER THAT IS REQUESTED ON DEMANDSTAR.

All proposals are due, via e-bidding on DEMANDSTAR no later than 3:00pm on Wednesday, August 23, 2023.

AT THIS TIME, NO PHYSICAL COPIES OF THE PROPOSAL WILL BE ACCEPTED AT THE DDA OFFICE.

THIS FORM MUST BE INCLUDED WITH PROPOSAL

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