March 15, 2022 Board Packet

REGULAR BOARD MEETING Downtown Development Authority Tuesday, March 15, 2022 at 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 https://us02web.zoom.us/ j/86119888466 Dial: +1 301 715 8592 Webinar ID 858 7689 3756 CALL TO ORDER PUBLIC COMMENTS AND QUESTIONS EXECUTIVE DIRECTOR’S REPORT PRESENTATIONS • •

Faye Johnson, City Administrator IDA Value of Downtowns

Raphael Clemente

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting January 18, 2022

•

Financial Statements of January 31, 2022

OLD BUSINESS (Action Required) •

DDA Investment Proposal

PNC Bank

NEW BUSINESS (Action Required) • •

PAL Incentive Programs

Brittany Perdigon Teneka James-Feaman

ANNOUNCEMENTS ADJOURNMENT

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873|Fax: 561.833.5870| www.downtownwpb.com

REGULAR BOARD MEETING Downtown Development Authority Tuesday, February 15, 2022 at 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 https://us02web.zoom.us/j/86119888466 Dial: +1 301 715 8592 Webinar ID 861 1988 8466

ATTENDANCE DDA Board members in attendance: Chairman Rick Reikenis, Mary Hurley Lane, Cynthia Nalley, Vice Chairman William Jacobson. DDA Staff in attendance: Raphael Clemente, Vivian Ryland, Jacqueline Smith, Tiffany Faublas, Sherryl Muriente. Teneka James-Feaman, Sabrina Lolo, and Max Lohman, Esq. Guest - Rena Blades.

CALL TO ORDER Chairman Reikenis called the meeting to order at 8:30 a.m.

PUBLIC COMMENTS AND QUESTIONS None EXECUTIVE DIRECTOR’S REPORT Raphael Clemente wished Board Member Bob Sanders a speedy recovery and return to health.

Clemente also commented on the success of the Urban Land Institute Investment Forum the previous week, which enjoyed strong attendance and generated great interest in the Downtown area. Clemente invited the board to attend Pioneer Linens 110th anniversary next week February 23, 2022, at 5:30 pm. The event is being sponsored by the DDA and attendees were to include Mayor James and other stakeholders.

PRESENTATIONS Rena Blades, representing the Boat Show, presented details of the upcoming show in March, the event’s 40th year.

Tiffany Faublas gave an update on Event Services Professionals Association meeting where she presented.

Raphael Clemente and Sherryl Muriente shared a presentation on the DDA’s public realm programs and projects, and how this work has helped the Downtown district evolve and improve.

CONSENT CALENDAR 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873|Fax: 561.833.5870| www.downtownwpb.com

Minutes of Regular Board Meeting January 18, 2022, Financial Statements of January 31, 2022 Board Action: Approval of the Consent calendar was motioned by Board member Jacobson and seconded

by Board member Hurley-Lane. The motion passed unanimously.

OLD BUSINESS (Action Required) Raphael Clemente gave an update on the Mobility Coalition and requested board approval to allocate funds to support the Coalition. After discussion a motion to approve allocating $50,000 to support the West Palm Beach Mobility Coalition was made by Bill Jacobson and seconded by Mary Hurley-Lane.

NEW BUSINESS (Action Required) None ANNOUNCEMENTS/QUESTIONS Board member Cynthia Nalley inquired about the role of the DDA’s public relations outreach regarding a recent tragedy on the Royal Park Bridge, commenting that residents and others in the downtown had expressed concerns about safety considering the nature of the incident. Raphael Clemente explained that, due to the nature of the incident and the fact that it occurred outside of the DDA district, it would not be appropriate for the DDA to issue a public statement. Chairman Reikenis stated that the incident was related to bridge safety, falling under the jurisdiction of the Florida Department of Transportation. Board member Mary Lane stated that the DDA has no control over any circumstances related to the incident and therefore felt that the DDA should not take part in any public outreach.

ADJOURNMENT- The Board Chair called the question at 9:45. Board member Jacobson made the motion, seconded by Board member Hurley-Lane. Motion passes unanimously.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873|Fax: 561.833.5870| www.downtownwpb.com

5:32 PM

West Palm Beach DDA

03/09/22

Reconciliation Summary 1010 · PNC Bank Operating, Period Ending 02/28/2022 Feb 28, 22 Beginning Balance Cleared Transactions Checks and Payments - 61 items Deposits and Credits - 36 items Total Cleared Transactions

7,404,304.24 -474,520.38 114,483.30 -360,037.08

Cleared Balance Uncleared Transactions Checks and Payments - 27 items Total Uncleared Transactions

7,044,267.16 -126,665.39 -126,665.39

Register Balance as of 02/28/2022 New Transactions Deposits and Credits - 1 item Total New Transactions Ending Balance

6,917,601.77 321.48 321.48 6,917,923.25

Page 1

2:37 PM

West Palm Beach DDA

02/03/22

Reconciliation Detail 1025 · Valley National Bank - MMA, Period Ending 01/31/2022 Type

Date

Num

Beginning Balance Cleared Transactions Deposits and Credits - 1 item General Journal 01/31/2022 22GJ1-1

Name

Clr

Amount

Balance 159,651.39 32.55

32.55

32.55

32.55

32.55

32.55

Cleared Balance

32.55

159,683.94

Register Balance as of 01/31/2022

32.55

159,683.94

Ending Balance

32.55

159,683.94

Total Deposits and Credits Total Cleared Transactions

X

Page 1

West Palm Beach Downtown Development Authority Balance Sheet February 28, 2022 ASSETS Current Assets

PNC Bank Operating Valley National Bank - MMA Petty Cash

6,917,602 159,713 50

Total Current Assets Other Assets Lease Security Deposit

7,077,365

23,000

Total Other Assets

23,000

Total Assets

7,100,365

LIABILITIES AND FUND BALANCE Current Liabilities Direct Deposit Liabilities

Due to Lincoln National Vision Premium Payable Flexible Spending Withholding Suppl Med Ins. Premium Payable Payroll Liabilities

0 5,753 287 469 (405) 0

Total Current Liabilities

6,104

Fund Balance Net Income

4,288,189 2,806,072

Total Fund Balance

7,094,261

Total Liabilities and Fund Balance

7,100,365

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Statement of Revenues And Expenditures February 28, 2022 Month

Current Year Revenues - Schedule 1 Expenditures Business Development - Schedule 2 Public Realm Maintenance - Schedule 3 Marketing/Public Relations- Schedule 4 Neighborhood Services - Schedule 5 General Office - Schedule 6 Operations - Schedule 7 Professional Services - Schedule 8 Total Personnel Expense Insurance Expense Total Rent Expense Tax Collection Travel and Training Reserves Total Expenditures

Current Year Surplus (Deficit) DDA Carryforward

Year-to-Date

Budget

Work Plan

Services

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

635,000

575,000

324,000

Budget

%

105,796

4,787,650

4,995,470

95.8%

3,203,650

3,220 76,708 44,820 118,804 5,550 4,603 6,140 71,617 (2,000) 18,106 0 171 0 347,739

21,280 585,904 231,120 526,898 42,800 9,504 49,489 378,150 31,982 91,053 7,752 5,643 0 1,981,575

984,693 1,831,872 1,582,526 2,070,000 104,000 39,050 260,800 890,000 40,000 198,000 18,000 25,285 502,774 8,547,000

2.2% 32.0% 14.6% 25.5% 41.2% 24.3% 19.0% 42.5% 80.0% 46.0% 43.1% 22.3% 0.0% 23.2%

21,280 585,904 0 23,366 42,800 9,504 49,489 378,150 31,982 91,053 7,752 5,643

(241,943)

2,806,075

(3,551,530)

Total Carry Forwards

3,934 171,553 175,487

Net Total Surplus (Deficit)

(66,456)

CRA Carryforward

Trolley Gross Annual

8,287 966,645 974,932

360,925 3,190,605 3,551,530

3,781,007

0

2.3% 30.3% 27.5%

50,000

0 231,120 297,141

206,391

1,246,923

297,141

231,120

206,391

0

1,956,727

(247,141)

403,880

368,609

324,000

8,287 235,993 244,280

0 297,141 297,141

0 227,120 227,120

0 206,391 206,391

0 0 0

2,201,007

50,000

631,000

575,000

324,000

No CPA provides any assurance on these financial statements.

Supplemental Schedules February 28, 2022 SCHEDULE 1 - CURRENT YEAR REVENUES Current Year Revenues Tax Revenues TIF DDA/City Interlocal Agreement DDA/CRA Interlocal CRA Project Funding Interest Income Virgin Trains USA Ticket Sales Sponsorships Fees and Services Grants and Contributions Total Reimbursements Other Miscellaneous Income Rosemary Square MOU Total Current Year Revenues

Gross

Month

Year-to-Date

Trolley

Annual

Budget

Budget

%

Work Plan

Services

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

635,000

575,000

324,000

635,000

575,000

324,000

105,767 0 0 0 0 29 0 0 0 0 0 0 0

2,325,462 (2,278,400) 0 4,738,780 0 128 0 0 0 1,291 389 0 0

2,460,385 (2,278,400) 0 4,813,385 0 100 0 0 0 0 0 0 0

94.5% 100.0% 0.0% 98.5% 0.0% 128.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

2,325,462 (2,278,400) 0 3,154,780 0 128 0 0 0 1,291 389 0 0

105,796

4,787,650

4,995,470

95.8%

3,203,650

No CPA provides any assurance on these financial statements.

50,000

0 50,000

West Palm Beach Downtown Development Authority Supplemental Schedules January 31, 2022 Gross Month

SCHEDULE 2 - BUSINESS DEVELOPMENT Property and Buss Incentives Facade Improvements Leasing/Brokers Meeting Total Business Training and Support Business Partnerships Grand Open/New Business

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

0 0 0 0 3,220 0

0 0 5,000 13,040 3,240 0

399,000 206,515 40,500 194,638 105,000 39,040

0.0% 0.0% 12.3% 6.7% 3.1% 0.0%

0 5,000 13,040 3,240 0

3,220

21,280

984,693

2.2%

21,280

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 18,658 Clean Team 28,620 Graffitti Maintenance 1,100 Landscape Maintenance 28,330 Holiday Lights 0 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

157,815 114,478 5,175 131,228 165,198 0 12,010

500,000 415,000 25,000 607,087 175,000 109,785 0

31.6% 27.6% 20.7% 21.6% 94.4% 0.0% 0.0%

157,815 114,478 5,175 131,228 165,198 0 12,010

Total Physical Environment

585,904

1,831,872

32.0%

585,904

Total Business Development

Pressure Washing/Street Clean

76,708

0

No CPA provides any assurance on these financial statements.

0

0

0

0

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules February 28, 2022 Gross Month

SCHEDULE 4 - MARKETING/PR Collateral Materials

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

1,270 8,500 0 0 34,092 208 750

21,624 31,850 2,928 17,455 94,855 37,579 20,829

173,873 226,240 85,000 179,522 542,891 175,000 200,000

12.4% 14.1% 3.4% 9.7% 17.5% 21.5% 10.4%

44,820

231,120

1,582,526

14.6%

0

0 45,166 69,687 2,700 1,251 0

500 297,141 206,391 12,450 5,251 5,165

75,000 905,000 825,000 140,000 75,000 50,000

0.7% 32.8% 25.0% 8.9% 7.0% 10.3%

500

12,450 5,251 5,165

118,804

526,898

2,070,000

25.5%

23,366

PR/Marketing

Retail Promotion Value Added Events Advertising and Promotion Marketing Programs

Community & Cultural Promotion Total Marketing/PR

21,624 31,850 2,928 17,455 94,855 37,579 20,829 0

231,120

0

0

SCHEDULE 5 -NEIGHBORHOOD SERVICES Homeless Outreach

Transportation Security and Policing Public Space Programs Community Engagement Residential Programming

Total Res. Services/Quality of Life

297,141 206,391

No CPA provides any assurance on these financial statements.

297,141

0

206,391

0

West Palm Beach Downtown Development Authority Supplemental Schedules February 28, 2022 Gross Month

SCHEDULE 6 - GENERAL OFFICE General Office Expense

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Equipment, Computers, Programs

2,563 0 2,987

11,786 294 30,720

35,000 12,000 57,000

33.7% 2.5% 53.9%

11,786 294 30,720

Total General Office

5,550

42,800

104,000

41.2%

42,800

Telephone Expense

3,180 55 11 0 1,357

4,535 276 573 32 4,088

9,000 10,250 5,500 300 14,000

50.4% 2.7% 10.4% 10.7% 29.2%

4,535 276 573 32 4,088

Total Operations

4,603

9,504

39,050

24.3%

9,504

General Postage

SCHEDULE 7 - OPERATIONS Dues Hospitality Board Meeting Publications

No CPA provides any assurance on these financial statements.

0

0

0

0

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules February 28, 2022 Gross Month

SCHEDULE 8 - PROFESSIONAL SERVICES Accounting Professional Service Audit Studies and Surveys Legal Total Professional Services

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

2,000 3,440 0 0 700

8,100 12,541 0 25,872 2,976

24,000 95,000 27,500 82,300 32,000

33.8% 13.2% 0.0% 31.4% 9.3%

8,100 12,541 0 25,872 2,976

6,140

49,489

260,800

19.0%

49,489

Some rounding error may occur.

No CPA provides any assurance on these financial statements.

0

0

0

0

MEMO TO:

DDA Board Rick Reikenis, Chairman Bill Jacobson, Vice Chairman Bob Sanders Mary Hurley Lane Cynthia Nalley Varisa Lall Dass Daryl Houston

FROM: Raphael Clemente, Executive Director RE:

Value of Downtowns Report 2022

DATE: March 15, 2022

The DDA collaborated with the International Downtown Association’s (IDA) to participate in the Value of Downtowns Study.

The Value of Downtowns is one of IDA’s signature research offerings that helps organizations like the DDA quantify the value of their downtowns and center cities. This detailed analysis puts Downtown West Palm Beach into perspective, comparing our district to the rest of the city and region, and side by side with other mid-sized cities on more than 100 metrics such as economy, inclusion, vibrancy, identity, and resilience.

With all the growth and investment into West Palm Beach’s urban core, this was a fantastic opportunity to benchmark the district and measure our growth over time.

Staff will present a summary of the report to the Board and provide printed and bound copies of the report at the board meeting.

MEMO TO:

DDA Board Rick Reikenis, Chairman Bill Jacobson, Vice Chairman Bob Sanders Mary Hurley Lane Cynthia Nalley Varisa Lall Dass Daryl Houston

FROM: Raphael Clemente, Executive Director RE:

Interest Earning Opportunity with PNC Bank

DATE: March 15, 2022

The DDA Board has discussed the potential to earn interest on its funds. Since the DDA’s funds are generated from taxes, banking opportunities are limited to qualified public depositories as defined in Florida statue. Discussions with the DDA’s primary depository, PNC Bank, it was determined that there was potential for the DDA to earn interest and remain in compliance with existing laws.

PNC Bank has proposed an investment structure that will allow the DDA to deposit the bulk of its funds into U.S. Treasury Bonds which will allow the bonds mature throughout the year, while transferring the necessary amounts for operating expenses into the DDA's operating account.

Under the proposed scenario, the DDA could realize net income of $18,600 annually.

Staff is recommending the Board approve the investment agreement with PNC.

INSTITUTIONAL ASSET MANAGEMENT

INVESTMENT MANAGEMENT AGREEMENT (INCLUDING CUSTODY) FOR LEGAL ENTITIES (INCLUDING TRUSTS)

West Palm Beach Downtown Development Authority

Legal Entity Name

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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WELCOME TO PNC INSTITUTIONAL ASSET MANAGEMENT We are pleased your organization has selected PNC Institutional Asset Management as its investment manager and custodian. This document, the PNC Institutional Asset Management Investment Management Agreement (Including Custody), is the legal agreement that will govern the organization’s relationship with PNC Institutional Asset Management. The “Agreement” is comprised of the Sections described below in the “Agreement Overview”. Please carefully review the Agreement and contact the organization’s PNC Institutional Asset Management Advisor (“Investment Advisor”) with any questions. We look forward to serving as investment manager and custodian for the organization.

Agreement Overview •

Frequently Used Defined Terms.

•

Standard Terms & Conditions (Sections 1-18).

•

Client Specific Information (Sections 19-24). These sections include information provided to PNC Institutional Asset Management regarding your organization and memorializes certain elections made by the organization regarding the Account(s).

•

Client Signature Page. The signature page for the Agreement is on page 19. Authorized Persons of the organization will have the option to execute this Agreement manually or electronically. In either case, a signature on this page indicates that the Authorized Person is agreeing, on behalf of the organization, to all Sections and Appendices which comprise the Agreement.

•

Appendix I. Appendix I contains a list of natural persons (Authorized Persons) who are authorized to give Instructions on behalf of the organization and the contact information for each Authorized Person.

•

Appendix II. This Appendix contains the Certification Regarding Beneficial Owners of Legal Entity Customers which must be completed by all clients. This Certification is required by federal law and the Account(s) may not be opened until Appendix II is completed. The purpose of this Certification is to help the U.S. government fight financial crime by requiring financial institutions, such as Investment Manager, to obtain, verify and record information about key individuals who ultimately own or control a legal entity customer.

Included with this Agreement is the PNC Institutional Asset Management Account Opening Information Guide (“Guide”), which includes additional terms applicable to some of the services provided by Investment Manager under this Agreement, as well as legal notices and disclosures Investment Manager is required to provide to clients at account opening.

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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FREQUENTLY USED DEFINED TERMS Investment Manager. PNC Bank, National Association, a national banking association, providing services through its line of business known as PNC Institutional Asset Management.

Client. The organization named in Section 19 of this Agreement.

Authorized Person(s). Means the natural person(s) designated on Appendix I as Authorized Persons with respect to the Account(s).

Subadvisors. Investment management professionals engaged by Investment Manager to manage all or part of the Assets in the Account (s) in what is commonly referred to as a separately managed account.

Subadvisors may include Investment Manager’s affiliates. “Subadvisors” do not include a manager of pooled investment vehicles (such as, mutual funds, ETFs, hedge funds or private equity funds).

Service Provider. Parties engaged by Investment Manager, from time to time, to provide certain nonadvisory and non-discretionary services to Investment Manager to facilitate Investment Manager’s delivery of services under the Agreement.

Account(s). One or more investment management accounts (including custody) established by Client with PNC Bank, National Association pursuant to the Agreement.

Assets. All securities, cash or other financial instruments, delivered by Client to, and received into the Account by, Investment Manager or otherwise specifically identified in writing by Client and acknowledged

by Investment Manager, including the proceeds of and earnings, if any, on such assets. “Assets” do not include securities issued by, and obligations of, The PNC Financial Services Group, Inc. and of any of its subsidiaries (PNC Stock as described in Section 1d.) or any assets which are reflected on Account Statements under Section 1e. of the Agreement.

Investment Policy. The investment policy statement or investment guidelines applicable to the Account(s), as agreed upon in writing from time to time by Client and Investment Manager.

Instructions. All notices, instructions, directions, approvals, consents, revocations, terminations and similar communications given by an Authorized Person to Investment Manager with respect to the Account(s).

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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STANDARD TERMS AND CONDITIONS 1. Appointment of Investment Manager; Scope of Services. a.

Appointment of Investment Manager. Client appoints Investment Manager to provide the services described in this Agreement for the Account(s) and Investment Manager accepts the appointment.

The Account(s) will consist of one or more accounts established by Investment Manager at Client’s direction and will hold (i) Assets delivered by Client to Investment Manager for deposit into the Account(s) and which are accepted by Investment Manager, plus (ii) gains and other earnings on the investment, reinvestment, sale or other disposition of Assets, including dividends, interest and appreciation, less (iii) losses, depreciation or withdrawals.

b.

Asset Management Services.

(i) Scope of Services. Investment Manager will serve as an investment fiduciary for the Account(s) with

full investment discretion with respect to the Account(s). Client acknowledges that the Assets may not constitute all of its investment assets and that Investment Manager is not responsible for advising Client regarding diversification of all of Client’s investment assets. Investment Manager will exercise discretion regarding investment and reinvestment of Assets on Client’s behalf and at Client’s risk within the parameters of the Investment Policy, including: (A) periodic review of Asset allocation and exercise discretion over purchases, sales, exchanges and tenders of Assets.

(B) writing, purchasing and selling options, futures contracts, options on futures contracts and other derivative securities; pledging collateral and issuing escrow receipts with respect to options; securities lending and exercising any rights and options provisions relating to the Assets.

(C) determining the method used to identify the Assets transferred out of the Account(s) (including by sale, gift or exchange) for tax reporting purposes as described in Section 3 of this Agreement.

(D) rounding out, selling or reinvesting fractional shares of Assets. (ii)

Investment Policy.

(A) Investment Manager will manage the Assets subject to the Investment Policy agreed upon in writing from time to time by Client and Investment Manager. If any provisions in the Investment Policy conflict with this Agreement, the terms of this Agreement will control. Client may amend the Investment Policy by written Instructions delivered to Investment Manager. Investment Manager will have a reasonable period of time after receipt of notice from Client to notify Client that Investment Manager has accepted the amendment and to implement the accepted changes. All Asset transactions effected for the Account(s) will be deemed in compliance with the Investment Policy unless Client notifies Investment Manager in writing of its objection within sixty (60) days of the date of Client’s most recent periodic Account Statement as described in Section 6 of this Agreement. An Asset’s compliance with the Investment Policy will be determined on the date of purchase, based on the market value and asset class or type as of that date compared to the value of the Account(s) as of the most recent valuation date.

(B) Client agrees that, due to the nature of the Assets, investment style and the time frame required to fully invest in Assets as required under this Agreement, Investment Manager will need a commercially reasonable period of time after the Account(s) is funded, or when there is a material change to the Investment Policy, to invest and reinvest the Assets and, during this time: (1) Investment Manager will not be considered to have failed to comply with percentage limitations, minimum and maximum restrictions, diversification requirements, duration guidelines and/or average quality ratings in the Investment Policy; (2) Investment Manager will not be expected to obtain full market exposure to any benchmark indicated in the Investment Policy; and (3) performance of the Assets will not be included in performance calculations as contemplated in the Investment Policy.

c.

Custody Services. Client authorizes Investment Manager to serve as custodian for the Account(s). Investment Manager will assume custody of Assets or place Assets with a sub-custodian or a national registered securities depository. Investment Manager will pay or deliver the Assets to Client upon Authorized Person(s) written Instructions. Client understands and agrees that Investment Manager’s

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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STANDARD TERMS AND CONDITIONS custodial services are not fiduciary services. As custodian, Investment Manager may perform the following services for the Account(s): (i) Keep records of Asset transactions. (ii)

Register Assets in the name of Investment Manager (or its nominee name), Investment Manager’s sub-custodian or a national registered securities depository.

(iii)

Receive proceeds from Assets which are sold and collect amounts due for Assets which mature or which Investment Manager determines are being called or redeemed if Investment Manager receives timely notice of maturity, call or redemption. Client understands that when Investment Manager delivers securities against payment, delivery of the securities and receipt of payment may not be completed simultaneously. Accordingly, funds received or collected will be retained or disbursed as described in this Agreement.

(iv)

Account for income for the Assets.

(v) Vote all proxies in accordance with the proxy policy in effect from time to time for Investment Manager

unless otherwise specifically instructed by an Authorized Person. Investment Manager’s proxy voting duties may involve voting of securities issued by The PNC Financial Services Group, Inc. or by its affiliates and of shares of mutual funds that pay fees to Investment Manager or its affiliates. Client understands that in voting these shares, Investment Manager may be in a position to vote for The PNC Financial Services Group, Inc. Board of Directors or to change fees paid at the mutual fund level to itself or to an affiliate.

(vi)

Execute cross trades for the Account(s), which will involve the Account(s) purchasing securities from or selling securities to another account (including a collective investment vehicle) managed by Investment Manager or its affiliate. These trades will be executed at prevailing market levels in accordance with applicable law. Investment Manager will not receive any additional compensation, directly or indirectly, for executing the trades. Investment Manager may execute cross trades through brokers affiliated with Investment Manager or brokers not affiliated with Investment Manager. In either case, no brokerage commissions will be charged.

(vii)

Make and deliver all declarations and certificates of ownership required in connection with the Assets.

(viii) Convert moneys received for securities of foreign issue into United States dollars if it is practical to

do so through customary banking channels. Investment Manager may use any method or agency available to effect the conversion, including Investment Manager’s or its affiliate’s facilities and divisions.

d.

PNC Stock. Client understands and agrees that securities and obligations of The PNC Financial Services Group, Inc. and of any of its subsidiaries (“PNC Stock”) are not part of the Assets for purposes of asset management services provided by Investment Manager in Section 1b. Investment Manager will serve only as custodian for PNC Stock and will (i) not act in a fiduciary capacity; (ii) have no investment discretion; (iii) make no recommendations as to suitability to retain PNC Stock in the Account(s); and (iv) have no duty to review, follow performance of or otherwise monitor PNC Stock held in the Account(s).

Client further agrees that Investment Manager shall have no responsibility whatsoever for any losses Client may suffer as result of holding PNC Stock in the Account(s). e.

Account Recordkeeping and Statement Services. From time to time Client may request in writing, and Investment Manager may agree in its discretion to provide, recordkeeping and account statement services for assets over which Investment Manager has no investment management, custody, safekeeping or other responsibility under this Agreement (“External Assets”). Client acknowledges and agrees that (i) it will have no security entitlement against Investment Manager for these assets; (ii) Investment Manager will rely, without independent verification, on information provided by Client regarding these assets (including positions and market valuations); and (iii) Investment Manager will have no responsibility for these assets, the accuracy of any information maintained on Investment Manager’s books or included on Account Statements concerning these assets or Client’s ability to liquidate these assets or obtain the value reported on Account Statements. External Assets may be subject to Account level fees as set forth in this Agreement based on the total stated market value of the External Assets. To the extent

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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STANDARD TERMS AND CONDITIONS that any reports or analytical information provided by Investment Manager to Client includes External Assets, Client agrees that the results will be dependent entirely on the accuracy, timeliness and completeness of the information Client provides to Investment Manager, for which Client is solely responsible.

f.

Accommodation Assets. Client may from time to time direct Investment Manager to purchase or retain Assets for the Account(s) which are not selected by Investment Manager (“Accommodation Assets”). Client understands that Investment Manager will serve as custodian and provide recordkeeping and statement services for Accommodation Assets, but will have no investment discretion, make no recommendations as to suitability to purchase or retain, and have no duty to review, follow performance of or otherwise monitor Accommodation Assets. Client understands and agrees that Investment Manager will have no responsibility whatsoever for any losses Client may suffer as a result of holding Accommodation Assets in the Account. g.

Hard to Value Assets. Client understands and agrees that if the Account holds External Assets or Accommodation Assets which are not registered or admitted to unlisted trading privileges on a national securities exchange or the fair market value of the asset is not readily determinable, Investment Manager will have no obligation to report fair market value of External Assets or Accommodation Assets.

h.

Investment Research – Account Assets. Investment Manager performs ongoing research and monitoring of investment solutions and/or securities that are approved by Investment Manager for investment in by client accounts (“Approved Investments”). Approved Investments will change due to market and manager performance. Investment Manager has no duty to inform Client of such changes.

Investment Manager may, but is not obligated to, provide limited research and monitoring of certain solutions and/or securities held in client accounts which are not Approved Investments (“Non-Approved Investments”). Investment Manager may, without notice to clients, cease providing limited research and monitoring at any time for Non-Approved Investments. Non-Approved Investments will also change due to market and manager performance. Investment Manager has no duty to inform Client of such changes.

2. Automated Cash Investment and Other Investment In Funds and Securities.

a.

Cash Sweep Vehicle. Client authorizes Investment Manager to automatically sweep uninvested cash balances in the Account(s) into any money market mutual fund, bank deposit account, or other investment vehicle chosen by Investment Manager (referred to as “sweep vehicles”), which may include sweep vehicles advised by Investment Manager and/or its affiliates or deposit accounts at Investment Manager or an affiliated bank. Client understands that Investment Manager will derive financial benefits from affiliated sweep vehicles (including PNC Bank, National Association deposit sweep accounts), which benefits are in addition to the fees set forth in the Schedule of Account Fees described in Section 7 of this Agreement. b.

Investments in Funds and Other Securities. Client authorizes Investment Manager to invest in (i) mutual funds, exchange traded funds, private investment funds for which Client is an eligible investor, and/or other pooled investment vehicles (together with the sweep vehicles, “Funds”) and (ii) other types of securities and financial instruments (“Other Securities”). In each case, Client understands that Investment Manager may receive financial or advisory fees related to the issuance of the security or instrument, including securities or instruments for which Investment Manager (or its affiliates) serve(s) as manager, promoter or placement agent or where Investment Manager (or its affiliates) has issued, structured or underwritten the Other Securities.

c.

Disclosure Regarding Use of Affiliated Products and Services. Client understands and agrees that Investment Manager may, if appropriate for the Account, (i) invest in Funds or Other Securities that are affiliated with Investment Manager and that these affiliated investments may constitute all of the investments in the Account(s); (ii) engage Subadvisors affiliated with Investment Manager to manage all or a portion of the assets in the Account(s); and/or (iii) engage model portfolio providers in connection with management of Assets. Client further understands that Investment Manager may derive financial and other benefits as a result of the Account(s) purchasing Funds or Other Securities affiliated with Investment Manager or utilizing Subadvisors and/or model portfolio providers affiliated with Investment Manager.

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STANDARD TERMS AND CONDITIONS d.

Disclosure Regarding Additional Fund Fees. Client understands that Investment Manager (and/or its affiliates) may provide advisory or other services to Funds which are selected for the Account(s) and that Investment Manager may receive advisory, recordkeeping, administrative, shareholder servicing, and/or other fees for such advisory and other services. These types of fees are paid, directly or indirectly, by the Funds to Investment Manager (and/or its affiliates) and are described in detail in the prospectus, private offering memorandum or other offering documents for the Funds. Client should carefully read these documents since these fees will ultimately be borne by the Account(s) as an investor in the Fund through the net asset value of the Funds and cost of Fund shares or units. Fees received by Investment Manager from the Funds are in addition to the compensation paid to Investment Manager under this Agreement and may result in the Account paying multiple layers of fees for the same asset. Purchases of Fund shares will be made in accordance with Investment Manager’s standard practices in effect from time to time.

e.

Special Disclosures for Fund Shares. Client understands that Funds and Other Securities available through Investment Manager are not backed or guaranteed by Investment Manager (or its affiliates), are not bank deposits and are not insured by, issued by, guaranteed by or obligations of the FDIC, the Federal Reserve Board or any other government agency. Such Funds and Other Securities involve investment risks, including possible loss of value. There is no assurance that sweep vehicles will be able to maintain a stable net asset value of $1.00 per share. For more complete information about Funds, including charges and expenses, refer to the prospectus, private offering memorandum or other offering documents for the Funds. Client acknowledges (i) that it understands the information set forth in this Section 2 and (ii) receipt and review of the prospectus or summary prospectus, private offering memorandum or other offering documents for the selected Funds.

3. Identification Method for Tax Reporting Purposes.

Under applicable tax laws, Investment Manager is required to annually report to the IRS the tax basis in certain securities transferred from the Account(s), and whether the sale results in a long-term or short-term gain or loss. Client understands that Investment Manager will have the authority to determine the method used to identify Assets transferred from the Account(s) for tax reporting purposes. However, Client may deliver Instructions to Investment Manager prior to the settlement date for a particular securities transaction directing Investment Manager to apply a specific identification method to a specific asset. The Account Statements delivered to Client under Section 6 of this Agreement will include condensed descriptions of the identification methods used by Investment Manager for transfers of Assets from the Account(s).

4. Client Instructions. a.

Form of Instructions. All Instructions given by Client to Investment Manager must be in writing, signed by an Authorized Person and delivered to Client’s Investment Advisor. Instructions may be delivered to Client’s Investment Advisor in person or by U.S. Mail, overnight courier, facsimile or email. Email Instructions will be deemed authorized and signed by an Authorized Person if sent from an email address provided in Appendix I (Authorized Persons) attached to this Agreement, as the same may be updated from time to time by Client and delivered to Investment Manager (“Authorized Persons List”). Investment Manager will have no liability under this Agreement for relying on and acting upon any form of Instructions which it believes to be genuine.

b.

Email Instructions. If an Authorized Person uses email to send Instructions to Investment Manager, Client will cause all Authorized Persons to send emails from the email address provided in the Authorized Persons List. Investment Manager will assume that all emails sent from a designated email address have been authorized and sent by an Authorized Person, until Client notifies Investment Manager by delivery of an updated Authorized Persons List that the email address is no longer valid. All emails sent

by Investment Manager to an Authorized Person’s designated email address will be deemed delivered when sent by Investment Manager. Client waives all claims resulting from an Authorized Person’s failure to receive emails from Investment Manager.

c.

Receipt of Instructions. Investment Manager will be deemed to have received and accepted Instructions (and obligated to act on the Instructions) only when Client’s Investment Advisor has received

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STANDARD TERMS AND CONDITIONS and had a reasonable time, taking into account the manner and nature of the Instructions, to review the Instructions and confirm to Client that the Instructions have been accepted by Investment Manager. Under no circumstances will telephone, telephone voice messaging, and other forms of telephonic, oral communication, text, skype or other forms of instant messaging constitute valid and effective Instructions under this Agreement.

d.

Processing of Instructions. Investment Manager’s execution of any Instructions requires a commercially reasonable period of time for processing and is subject to Investment Manager’s internal policies and procedures, customary processing guidelines and securities deadlines, mutual fund company processing deadlines, and applicable market closings.

e.

Disbursements. Notwithstanding the foregoing, Client shall submit all Instructions for cash transactions (e.g., transfers, wires, trades, distributions or other payments) from the Account(s) via the PNC I-HUB portal.

5. Client Obligations; Acknowledgements; Certifications. a.

Client Obligations. (i) Client understands that it is Client’s obligation to file all tax returns and pay all taxes due in connection with the Assets and the income from the Assets; and (ii) Client will furnish Investment Manager with all information, authorizations and documentation as Investment Manager may from time to time require to enable it to carry out its obligations under this Agreement.

b.

Client Representations and Agreements. Client represents, warrants and agrees (as applicable) that (i) it is not executing this Agreement on behalf of an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended; (ii) it is in compliance with all applicable local, state, federal and foreign laws and regulations applicable to Client which could reasonably be expected to have a material effect on the terms of this Agreement and/or the ability of Investment Manager to perform the services hereunder; (iii) it has the authority to execute and deliver this Agreement and all documents relating to the Assets; (iv) this Agreement constitutes a legal, valid and binding obligation of Client; (v) the Assets are freely transferable, properly endorsed, registered and fully negotiable; (vi) the Assets are free of encumbrances; (vii) Investment Manager and Subadvisors are entitled to rely on the information provided by Client, including, without limitation, net worth, investment objectives, and risk tolerance; (viii) Investment Manager, Subadvisors and Service Providers and their respective affiliates, employees and agents will not be responsible for any misstatement or omission contained in any information provided by Client, or any loss, liability, claim, damage or expense, incurred, arising out of or attributable to Client’s misstatement or omission; and (ix) each Authorized Person listed on Appendix I is duly authorized under Client’s governing documents to act on behalf of Client (including delivering Instructions to Investment Manager). Client will notify Investment Manager promptly of any event which might affect these representations, its authority or the propriety of this Agreement, or any material change in Client’s circumstances that might affect the manner in which services are provided by Investment Manager or a Subadvisor under this Agreement.

c.

Authorized Communications with Client. By providing telephone number(s) of Authorized Persons to Investment Manager in Appendix I to this Agreement, Client authorizes Investment Manager and its affiliates and designees to contact Client regarding the accounts with Investment Manager or its affiliates, whether such accounts are individual accounts or business accounts, at such numbers using any means, including, but not limited to placing calls using an automated dialing system to cell, Voice over Internet Protocol (VoIP) or other wireless phone number, or leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. Client consents that any phone call with Investment Manager may be monitored or recorded by Investment Manager.

d.

State and Local Law Requirements. To the extent Client or the Account(s) is subject to any state or local statute, law, rule or regulation that imposes investment restrictions on Client, the Account or otherwise impacts Investment Manager's activities under this Agreement, Client (i) agrees that it is responsible for incorporating any investment restrictions or impacts arising from the statute, law, rule or regulation into the Investment Policy; (ii) has informed Investment Manager of such investment restrictions or impacts; and (iii) will immediately provide written notice to Investment Manager of any amendment or change to such state or local statute, law, rule or regulation that affects the Investment Policy and/or Investment Manager’s activities under this Agreement. Investment Manager shall not be in breach of this © 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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STANDARD TERMS AND CONDITIONS

Agreement or the Investment Policy and will not be responsible for failure to comply with any state or local statute, law, rule or regulation (including any amendments), for which Investment Manager did not receive written notice from Client.

e.

Certification Regarding Proceeds of Municipal Securities. Investment Manager is not registered as a “municipal adviser” with the Securities and Exchange Commission and, as a result, Client may not deposit into the Account “Proceeds of Municipal Securities” as defined in Rule 240.15Ba1-1(m) issued under the Securities Exchange Act of 1934, as amended and subject to any interpretations thereof issued by the Securities and Exchange Commission. “Proceeds of Municipal Securities” generally means (i) funds deposited in the Account by Client that represent proceeds from the issuance of municipal bonds or other municipal securities or (ii) funds deposited in the Account that are expected to be used as security or source of payment of debt service on municipal bonds or other municipal securities. Proceeds of Municipal Securities does not include municipal bonds and other municipal securities (and the proceeds received from the sale of the same) held in the Account as investment Assets.

Client certifies that (i) the person executing this Agreement is knowledgeable regarding the source of funds to be deposited into the Account; (ii) the Assets in the Account do not currently, and will not at any time during the term of this Agreement, contain Proceeds of Municipal Securities; and (iii) Client will notify Investment Manager immediately if the certifications in (i) and (ii) are no longer true and correct. Upon receipt of notification pursuant to (iii) above, Investment Manager will have the right to (x) transfer the Account to an affiliate of Investment Manager and Client agrees to enter into a new account agreement with such affiliate or (y) terminate this Agreement pursuant to Section 12 hereof.

f.

Certification Regarding Entity Type. Client certifies that neither Client nor the Account (i) is a fund or other pooled investment vehicle that relies on Section 3(c)(1) or 3(c)(7) under the Investment Company Act of 1940 for exemption from registration; (ii) is a commodity pool for which its manager has claimed exemption from registration under 7 CFR Section 4.7 or a commodity pool whose ownership interests are owned by qualified eligible persons and have not been publicly offered; or (iii) is a fund or other pooled vehicle not offered or sold in the United States that raises money from investors primarily for the purpose of investing in or trading securities.

g.

Certification Regarding Beneficial Ownership of Legal Entity. In order to verify Client’s identify and/or determine the authority of the person opening the Account, Client must submit a completed Certification Regarding Beneficial Owners of Legal Entity Customers attached as Appendix II to this Agreement at the time the Account is opened and at such other times as Investment Manager may request.

Client agrees that if requested by Investment Manager, Client will provide copies of its governing documents and any other documentation requested by Investment Manager to verify the information provided on Appendix II. Client understands, however, that Investment Manager assumes no responsibility and has no obligation to review Client’s governing documents for any purpose other than to verify Client’s identity and/or the authority to open the Account(s). Client certifies that it is authorized to disclose the information provided in the Certification Regarding Beneficial Owners of Legal Entity Customers and, to the best of its knowledge, certifies that the information is complete and correct. Client authorizes Investment Manager to share the information provided in the Certification with any individual authorized to open or update the Account(s).

6. Account Statements.

a.

Form of Account Statements. Investment Manager will provide periodic statements to Client that include a listing of all securities transactions, receipts and disbursements during the period, together with a current listing of the Assets held in the Account(s), and External Assets (as described in Section 1e.), if applicable (“Account Statements”). Client agrees that the Account Statements are acceptable as confirmation of all Account transactions. Client understands that it may, at no additional cost, request from Investment Manager a more detailed transaction report which may be Investment Manager’s form of confirmation or a broker dealer’s confirmation, as applicable. b.

Client’s Obligation to Review Statements. Upon receipt of Account Statements, Client agrees to promptly review them and to file any objections within sixty (60) days after the closing date of the Account Statement. If no objection is received by Investment Manager within the sixty (60)-day period, the Account Statement will be deemed approved and ratified by Client and will be final and binding on Client.

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STANDARD TERMS AND CONDITIONS 7. Compensation. a.

Schedule of Account Fees. Investment Manager’s fees may consist of the following:

(i) Compensation paid pursuant to the Schedule of Account Fees, a copy of which Investment Manager delivered to Client with Account(s) opening documentation. Investment Manager’s compensation does not cover brokerage fees and costs related to Account(s) transactions. Client will be responsible for those fees and costs. (ii) Compensation paid pursuant to the Managed Account(s) Schedule of Account Fees related to Subadvisors, Service Providers and model portfolio providers that may be utilized by the Account(s), a copy of which Investment Manager delivered to Client with Account(s) opening documentation. If Subadvisors, Service Providers or model portfolio providers are engaged after Account(s) opening, a copy of the Managed Account(s) Schedule of Fees will be delivered by Investment Manager to Client at the time Subadvisors, Service Providers or model portfolio providers are engaged.

Client understands that Investment Manager may negotiate fees with some clients and that the fees Client pays to Investment Manager may be more or less than similar clients of Investment Manager, depending upon the particular circumstances (including account size and scope of services).

b.

Other Costs and Expenses. Brokerage fees and commissions may be charged to the Account(s) in connection with certain securities trades executed by Investment Manager and Subadvisors, which fees and commissions are in addition to the fees received by Investment Manager as described in Section 7a. above. In consideration for receiving commissions from the Account, brokerage firms may provide Investment Manager with research, products and other services which may be used to assist Investment Manager in providing investment advice to Client and other clients. c.

Payment of Fees. Client authorizes Investment Manager to debit the Account(s) for (i) Investment Manager’s compensation in accordance with the Schedule of Account Fees then in effect; (ii) if applicable, compensation payable in accordance with the Managed Account(s) Schedule of Fees then in effect and (iii) other costs and expenses described in Section 7b. above. d.

Legal Process Expenses. If Investment Manager is served with a legal process, including without limitation, a lien, levy, garnishment or subpoena related to Client or the Account(s), Investment Manager may charge a reasonable fee to comply with the legal process. Investment Manager also may engage legal counsel, in Investment Manager’s sole discretion, to assist in such compliance and may pay the fees and expenses of legal counsel from the Account(s).

8. Corporate Actions; Class Actions and Fair Funds Distributions. a.

Definition of Corporate Action. “Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, repayment option provision, exchange or rights offering or similar matter with respect to securities that requires discretionary action by the holder, but does not include proxy solicitations, mini tender offers and odd lot tender offers.

b.

Processing of Corporate Actions. If Investment Manager’s corporate actions processing unit is timely notified of a Corporate Action, Investment Manager will exercise its discretion to respond to the Corporate Action on behalf of the Account(s). (i) If a Corporate Action requires Client action, Investment Manager will notify Client of the Corporate

Action, including the date and time by which Client must respond to Investment Manager with Instructions advising of how Client desires Investment Manager to act on Client’s behalf in the Corporate Action (“Deadline”). If appropriate for the Corporate Action, Investment Manager’s notice to Client will describe the default action that Investment Manager will take if Client fails to provide Instructions by the Deadline. If Client fails to provide Investment Manager with Instructions by the Deadline, Investment Manager will not take any action at all or if there is a default action in Investment Manager’s notice to Client, Client authorizes Investment Manager to execute on the default action.

However, Investment Manager will not be obligated to execute the default action. Investment Manager

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STANDARD TERMS AND CONDITIONS will not be liable for its failure to take any action relating to a Corporate Action if Client fails to provide Instructions in a timely matter. (ii)

If some, but not all, of an outstanding class of an Asset is called for redemption, Investment Manager may allot the amount redeemed among Investment Manager’s clients by running an impartial lottery.

(iii)

Notices of Corporate Actions provided to Client may have been obtained from sources which Investment Manager does not control and may have been summarized. Although Investment Manager believes such sources to be reliable, Investment Manager has no duty to verify the information contained in the notices or the accuracy of any summary. Therefore, Investment Manager does not guarantee the accuracy, completeness or timeliness of Corporate Action notices sent to Client and will not be liable for any loss Client may incur from relying on the notice. Client should read in its entirety the documentation provided by the issuer or other party to the Corporate Action.

(iv)

Notwithstanding the foregoing, Investment Manager’s responsibilities are limited to Corporate Actions associated with a security held by Investment Manager as part of the Assets for which Investment Manager was the only custodian at the time Investment Manager received notification of the Corporate Action. Investment Manager’s responsibilities under this Section shall cease when this Agreement has terminated.

c.

Class Actions and Fair Funds Distributions. Investment Manager has standard practices with respect to participation in, and the filing, status or resolution of, class action lawsuits and the distribution of proceeds as a result of the U.S. Securities and Exchange Commission’s enforcement actions pursuant to the Fair Funds for Investors provisions of the Sarbanes-Oxley Act of 2002 (“Fair Funds Distributions”).

With respect to any class action or Fair Funds Distributions associated with the Assets, notice of which is actually received by Investment Manager, Client directs Investment Manager to take action in accordance with its standard practices. Notwithstanding the foregoing, Investment Manager’s responsibilities are limited to class action lawsuits and Fair Funds Distributions associated with a security held by Investment Manager as part of the Assets for which Investment Manager was the only custodian during the class period.

Investment Manager’s responsibilities under this Section shall cease when this Agreement has terminated.

Investment Manager has no duty to notify Client of any class action lawsuit or Fair Funds Distributions.

d.

Compensation. At Investment Manager’s discretion a reasonable de minimis fee may be charged for the services performed under this Section 8.

9. Mini Tender and Odd Lot Tender Offers. Client directs Investment Manager to reject any (i) mini tender offers; and (ii) odd lot tender offers associated with the Account(s). For purposes of this Agreement, the term “mini tender offers” means tender offers by a bidder for up to 5% of a target company’s securities and the term “odd lot tender offers” means tender offers by an issuer to purchase holdings of fewer than one hundred (100) shares of the issuer’s securities.

10. Brokerage. a.

Client Directed Brokerage. Client may direct Investment Manager in writing to use specific brokers to execute securities trades for Account(s). If Client provides a direction and Investment Manager accepts the direction, Client understands that (i) timely, accurate trade settlement is dependent upon Investment Manager’s receipt of necessary trade information consistent with commonly accepted industry standards; and (ii) subsections 10d. and 10e. below will not be applicable to Client directed brokerage. b.

Subadvisor Selected Brokers. Subadvisors select brokers to execute securities trades without any involvement of Investment Manager. Client understands (i) timely, accurate trade settlement for trades Investment Manager settles for such Subadvisors will depend upon Investment Manager’s receipt of necessary trade information consistent with commonly accepted industry standards; and (ii) subsections 10d. and 10e. below will not be applicable to brokers selected by Subadvisors.

c.

Investment Manager Selected Brokers. Client agrees that in cases where Investment Manager selects brokers for trades, Investment Manager may select brokers that are not affiliated with Investment

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STANDARD TERMS AND CONDITIONS Manager or brokers that are affiliated with Investment Manager. Client consents to transactions for the Account(s) being executed through brokers affiliated with Investment Manager in accordance with this Agreement and the affiliated broker’s execution policies. Client may revoke the consent provided in this Section at any time by Instructions to Investment Manager. If Investment Manager buys or sells securities for which an affiliated broker acts as a dealer or underwriter, Investment Manager may buy those securities from, or sell those securities to, either the affiliated broker or a member of an underwriting syndicate of which an affiliated broker is a member. Client consents to brokers selected by Investment Manager retaining commissions, including an affiliate of Investment Manager. Client further agrees that, if execution is through an affiliated broker, the affiliated broker is entitled to receive and retain, without credit or offset, brokerage commissions, commission equivalents, mark-ups, mark-downs and dealer spreads on transactions effected for the Account(s), in accordance with the affiliated broker’s standard fee schedules.

Upon request, Investment Manager will provide additional information to Client concerning commissions, commission equivalents, mark-ups and mark-downs and other transaction costs. Client understands and agrees that Investment Manager has an indirect financial incentive to select an affiliated broker to execute transactions in the Account(s), as it results in compensation to its affiliate.

d.

Brokerage Fees and Pricing. Investment Manager will seek to obtain best execution in selection of brokers (both affiliated and unaffiliated, as applicable) for execution of securities trades for the Account(s). When selecting brokers Investment Manager may take into account the full range and quality of brokerage services including execution capability, trading expertise, accuracy of execution, commission rates, research, reputation and integrity, fairness in resolving disputes, financial responsibility, responsiveness, and any other relevant factors. Investment Manager also may consider brokerage and research services provided by brokers even though the Account(s) may not benefit from such research.

Broker commission rate is one component of price and a factor considered with other factors. Investment Manager will not be obligated to seek the lowest commission rate in advance of an Account transaction or to select brokers based on its purported commission rate. Accordingly, Investment Manager shall not be deemed to have acted unlawfully solely for causing Client to pay a higher commission for a securities trade than other brokers would have charged for the same transaction. e.

Aggregation of Trades. Investment Manager may, in its sole discretion, but is not required to, combine purchases and sales of securities held in the Account(s) with purchases and sales of the same securities held in accounts of other Investment Manager (or its affiliates) clients occurring on the same day. When securities transactions are combined, the actual prices applicable to the combined transactions may be averaged, and the Account(s) and the other accounts may be deemed to have purchased or sold their proportionate shares of the securities involved at the average price then calculated. Client understands that Investment Manager may not be able to seek better pricing or lower costs on securities transactions by combining Account(s) securities transactions as described in this Section and that combined securities transactions may or may not benefit the Account(s).

11. Advances, Overdraft Coverage and Liens.

a.

Advances and Credits. Investment Manager may (i) credit the Account(s) for income, dividends, distributions, coupons, option premiums, other payments and similar items on a contractual payment date or otherwise in advance of Investment Manager’s actual receipt of the amount due; (ii) credit the Account(s) for proceeds of securities sales on the contractual settlement date or otherwise in advance of Investment Manager’s actual receipt of the amount due; (iii) provide a provisional credit for amounts due; or (iv) credit the Account(s) for estimated amounts paid in advance of Investment Manager’s final determination of the actual amount due. If Investment Manager is not able to collect in full amounts credited to the Account(s) within a reasonable time period after using reasonable efforts following standard industry practice, law or regulation or Investment Manager is required to repay credited amounts to a third party or an estimated payment credited to the Account(s) exceeds Investment Manager’s final determination of the actual amount due, Investment Manager may without notice or demand to Client reverse the credit or payment, debit or deduct the credit or payment amount from the Account(s) or pursue other methods to recover credited amounts from Client. b.

Account Overdrafts. Client authorizes Investment Manager to sell Assets to cover overdrafts in the Account(s) caused by Client Instructions or routine costs.

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STANDARD TERMS AND CONDITIONS c.

Liens. Client grants to Investment Manager a first priority security interest in and a right of set off against the Assets in an amount necessary to pay Investment Manager amounts owed by Client under this Agreement, including any indemnification amounts Client may owe to Investment Manager under Section 15b. of this Agreement. Investment Manager may exercise its right to setoff without demand or notice to Client, and Investment Manager’s right of setoff shall be deemed to have been exercised immediately upon the occurrence of a default by Client of its obligations in this Agreement without any action of Investment Manager, even if Investment Manager enters the setoff amount on its books and records at a later time.

12. Termination of Agreement. a.

Termination of Agreement. This Agreement may be terminated by either Client or Investment Manager by giving thirty (30) days’ prior written notice to the other party. If Investment Manager continues to have custody of Assets post-termination, Investment Manager’s duties will be limited solely to safekeeping the Assets and delivery of Assets upon Client Instructions. Investment Manager will continue to charge fees to the Account(s) for any post-termination period in which Assets remain in Investment Manager’s custody and to debit such fees from the Account(s). b.

Investment Manager’s Right to Terminate Agreement for Legal or Compliance Matters.

Client understands and agrees that notwithstanding anything else in this Agreement, Investment Manager, in its sole discretion, may terminate this Agreement immediately without prior notice to or approval of Client if Investment Manager believes that (i) Client has violated any applicable laws, rules or regulations; (ii) Client has violated any of Investment Manager’s internal compliance policies or procedures; or (iii) Client has requested that Investment Manager engage in conduct (or a course of conduct) that could cause such a violation. If Investment Manager has terminated this Agreement under this Section, Client agrees that Investment Manager may liquidate Assets and distribute the proceeds (or Assets in-kind if necessary) to Client in any manner without any liability for investment losses, tax consequences, or liquidation costs and that Investment Manager's obligations and duties under this Agreement shall cease.

c.

Continuance of Transactions. Client agrees that any termination of this Agreement will not affect the liabilities or obligations of the parties arising from transactions for the Account(s) initiated under this Agreement which survive the termination. Investment Manager and Subadvisors have the right to complete any transactions that are entered into or open as of the termination date and Investment Manager shall pay from the Assets any amounts needed to complete the transactions.

d.

Termination of Prior Agreements. By executing this Agreement, the parties hereby terminate any existing investment management agreement or custody agreement between the parties that covers the Assets.

13. Investment Manager Agents.

Investment Manager may, with full discretion, execute any of its powers and perform any of its services under this Agreement by and through attorneys, sub-custodians, agents, affiliates, subsidiaries and/or Subadvisors. Investment Manager will not be responsible for the performance or supervision of or liable for the default or negligence of any such person selected by Investment Manager with reasonable care.

Investment Manager also will use the services of brokers and other agents to execute purchases, sales and exchanges of Assets, as is customary in the financial industry for securities and other asset transactions. Investment Manager will not be responsible for the performance or supervision of or liable for the default or negligence of any of these brokers or agents.

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STANDARD TERMS AND CONDITIONS 14. Engagement of Subadvisors and Service Providers. a.

Subadvisors. Client understands and agrees that Investment Manager may, in its discretion, do the following: (i) engage Subadvisors on behalf of Client and at Client’s risk to manage all or part of the Assets as Investment Manager may determine from time to time (including allocating and reallocating Assets among various Subadvisors); (ii) terminate Subadvisors; and (iii) enter into agreements with Subadvisors covering the management of Assets, which may be master agreements covering the management of assets of other clients of Investment Manager. Investment Manager may engage Subadvisors directly and also may rely on a Subadvisor engaged for the Account(s) to in turn engage other Subadvisors for the Account(s). Subadvisors may be affiliated with Investment Manager or with Service Providers. If necessary to engage certain Subadvisors, Client may be required to execute a separate advisory agreement with the Subadvisor covering a portion of the Account(s). If any provision of this Agreement is inconsistent with any provision of such separate agreement, the provisions of the separate agreement will control with respect to the Assets managed under that separate agreement.

b.

Scope of Subadvisor’s Discretion. All Subadvisors will have full discretion to direct the investment and reinvestment of the Assets managed by Subadvisor without prior consultation with Client or Investment Manager, including complete and unlimited discretionary trading authority to engage in Asset transactions (which may include cash equivalents, stocks, bonds, derivatives, investment contracts and other securities in the Account(s)). Client hereby grants to each Subadvisor, in its sole discretion, and at Client’s risk, the authority to purchase, sell, exchange, convert, tender and otherwise engage in transactions with the Assets, and to act on Client’s behalf in all other matters necessary or incidental to managing and trading the Assets, except that each Subadvisor will follow reasonable instructions from Investment Manager. Investment Manager may, in its discretion, delegate proxy voting authority for Assets to Subadvisors who agree to accept proxy voting responsibility. c.

Sharing of Client Information. Client authorizes Investment Manager to provide Service Providers and Subadvisors Client’s name and other identifying information, including, but not limited to, tax identification number, a copy of this Agreement, questionnaires and guidelines prepared for the Account(s), Investment Policy, statements for the Account(s) and all other information that the Service Provider or the Subadvisor may request in performing their respective services. d.

Receipt of Subadvisor Materials. Client acknowledges receipt of information concerning the use of Subadvisors (including the costs) and has been given the opportunity to ask questions concerning the use of Subadvisors. Client acknowledges and agrees that Subadvisor may provide directly to Client, or to Investment Manager on Client’s behalf, a copy of a Subadvisor’s Form ADV, Part 2A brochure and Form ADV Part 2B brochure supplement or other written disclosure statement prepared by Subadvisor to comply with the requirements of Rule 204-3 under the Investment Advisers Act of 1940, as amended, and any privacy notice prepared by Subadvisor to comply with Regulation S-P.

e.

Limitation on Subadvisor Liability. Client acknowledges and understands that Subadvisors will not be liable to Client for any act, omission, investment recommendation or decision, or loss, in performing its subadvisory duties, including, but not limited to, investment of Assets, or the acts and omissions of other professionals or third party service providers engaged by Subadvisor, including broker-dealers, except that a Subadvisor may be liable if the Subadvisor acted with willful misconduct, bad faith or gross negligence.

However, nothing in this subsection 14e. shall in any way constitute a waiver or limitation of any rights Client may have under federal or state securities law or other applicable law. f.

Service Providers. Client acknowledges that Investment Manager may engage, from time to time, service providers (“Service Providers”) to provide certain non-advisory and non-discretionary services to Investment Manager to facilitate Investment Manager’s engagement and oversight of Subadvisors. Client acknowledges and understands that a Service Provider: (i) does not have any discretionary authority or control over the Account(s); and (ii) is not, and nothing in this Agreement shall be construed to imply that Service Provider is, acting as an investment advisor to Client. g.

Affiliated Subadvisors and Service Providers. Client acknowledges that Investment Manager and its affiliates may have relationships with Service Providers or with Subadvisors or their affiliates that are in addition to any relationship regarding the use of Subadvisors and Service Providers under this Agreement.

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STANDARD TERMS AND CONDITIONS 15. Limitation of Liability, Indemnification and Force Majeure. a.

Limitation on Liability. Investment Manager will not be liable for (i) any loss, damage, or liability incurred by Client unless it results directly from Investment Manager’s gross negligence or willful misconduct in the performance of its obligations described in this Agreement; or (ii) any consequential, special or indirect losses or damages which Client may incur as a consequence of Investment Manager’s performance of, or failure to perform, the services in this Agreement (whether or not Investment Manager had knowledge of the likelihood Client may incur such losses or damages). The limitations in this Section will survive resignation of Investment Manager or the termination of this Agreement. b.

Indemnification. Client agrees to indemnify, defend and hold Investment Manager and its officers, directors, employees, agents and representatives harmless from and against any suit, judgment, claim, asserted claim, demand, loss, liability, expense or interest (including legal fees and expenses) (“Losses and Expenses”) arising out of or in connection with this Agreement Client will not be required to indemnify Investment Manager for Losses and Expenses which are finally determined by a court of competent jurisdiction to have resulted directly from Investment Manager’s gross negligence or willful misconduct in the performance of the services under this Agreement. Client’s indemnification obligation will survive resignation of Investment Manager or the termination of this Agreement. c.

No Guaranty of Account Performance. Client acknowledges that Investment Manager does not guarantee investment performance of the Account(s) or that Investment Manager’s or a Subadvisor’s investment decisions or strategies used to manage the Account(s) will be successful. There is no assurance that Client’s investment objectives will be achieved. Client understands that an Asset could lose value and the Account(s) could lose money. Strategies available through Investment Manager and Subadvisors may use certain investment vehicles and techniques that carry a higher degree of risk or volatility than other available strategies. d.

Force Majeure. Investment Manager will not be responsible for any failure, delay or default in performance of its obligations under this Agreement if the failure, delay or default arises out of a cause (existing or future) beyond the reasonable control of Investment Manager, including, but not limited to: action or inaction of any governmental, civil or military authority; fire; flood; war; terrorism; acts of public enemies; riot; theft; earthquake, natural disaster, epidemics or acts of God; any loss of data or damage, delay or error arising out of sabotage, interruption or imperfection in telephonic service, communication lines or equipment failures, satellite malfunctions, electrical disturbances, brown-outs or black-outs, failure of functions or malfunctions of the Internet or telecommunications services, firewalls, encryption systems or security devices caused by any of the above or any other cause beyond the reasonable control of Investment Manager and its employees.

16. Website User Agreements. When Client registers to use password protected sections of

websites sponsored by PNC Bank, National Association through which Client can access the Account(s) (“Sites”), Client will be required to accept a website user agreement(s) for the Sites (the “Website Agreement”). If there is a conflict between the terms of a Website Agreement and this Agreement, the terms of the Website Agreement will apply to Client’s use of the Site.

17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE THAT ARISES OR IS RELATED TO THE NEGOTIATION, EXECUTION, PERFORMANCE OR NON-PERFORMANCE, INTERPRETATION, TERMINATION OR CONSTRUCTION OF THIS AGREEMENT, AND ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO, AND ALL MATTERS BASED UPON, ARISING OUT OF OR RELATED TO THE FOREGOING (WHETHER IN CONTRACT, TORT, EQUITY, LAW OR STATUTE.)

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STANDARD TERMS AND CONDITIONS 18. Miscellaneous. a.

Consent to Use of Client Name and Logo. Client authorizes Investment Manager to use Client’s

name and/or logo in (i) marketing and promotional materials used by Investment Manager in connection with services offered by it to existing and prospective clients, and (ii) a list of Investment Manager’s client references.

b.

Duties and Obligations. The duties and obligations in this Agreement are the only duties and obligations agreed to by Investment Manager, and Investment Manager will not be responsible for any other duties or obligations. Client acknowledges that Investment Manager now acts and may act in the future as investment manager and custodian to other clients.

c.

Governing Law. This Agreement shall be governed and interpreted pursuant to the laws of the Commonwealth of Pennsylvania without reference to its provisions regarding conflict of laws and, to the extent applicable, the laws of the Unites States, including without limitation the Electronic Signatures in Global and National Commerce Act.

d.

Waiver or Delay. Investment Manager may delay enforcing its rights under this Agreement without waiving them. If Investment Manager waives any provision of this Agreement, such waiver only applies to the specific instance waived by Investment Manager and not to any further or future situations or circumstances. e.

Entire Agreement; Successors. If a court determines that any provision of this Agreement is not enforceable, that provision will be deemed to be deleted from this Agreement but the remainder of this Agreement will remain in full force and effect. The parties intend that this Agreement will be legally binding upon the parties and their successors or assigns. This Agreement contains the entire understanding of the parties and supersedes any other oral or written agreement between the parties. f.

Amendment. Investment Manager may amend this Agreement at any time by delivering written notice to Client thirty (30) days prior to the effective date of the amendment and Client’s continued use of the Investment Manager’s services under this Agreement will be deemed to constitute its acceptance of the terms of the amendment; provided, however, that any amendment to Section 7, 15a. or 15b. of this Agreement will require a writing signed by Client and Investment Manager. Client may amend this Agreement only by a written amendment signed by Client and Investment Manager. g.

Counterparts. This Agreement may be executed in one or more counterpart signature pages, each of which shall be deemed an original instrument and all of which counterpart signature pages taken together shall be considered one agreement. Signature pages of this Agreement transmitted by facsimile or electronically shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original for all purposes. Signatures of parties transmitted by facsimile or electronically shall be deemed to be their original signatures for all purposes.

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CLIENT SPECIFIC INFORMATION 19. Account Registration Client Information Client Name: West Palm Beach Downtown Development Authority Client Tax Identification #: 59-1196390 Formation Date of Client: Jurisdiction of Incorporation/Formation of Client: (i)

Client Entity Type and Federal Tax Classification (Check applicable box) ☐ Sole Proprietorship ☐ C Corporation

☐ S Corporation (and, check if applicable, ☐ Client has elected to be taxed as a partnership) ☐ Non-Profit Corporation

☐ Unincorporated Association

■ ☐ Governmental Entity (see Appendix III for definition of Governmental Entity and

complete Appendix III)

☐ Trust (complete Appendix IV) ☐ General Partnership

☐ Limited Partnership (and, check if applicable, ☐ Client has elected to be taxed as a

corporation)

☐ Limited Liability Company (and, check if applicable, ☐ Client has elected to be taxed as a corporation)

☐ Other(describe):

Client Tax Exempt Status (Check box if applicable)

■ ☐ Client declares that it is exempt for federal income taxation

(ii)

Legal Address: Street Address 300 Clematis Street, #200 State FL

Zip 33401

City West Palm Beach Country USA

Correspondence Address (if different from Legal Address): Street Address same as above City

_ _

(iii)

State

Zip

_

Country

20. Client Deliverables; Termination of Client’s Existence a.

Client has delivered to Investment Manager the following: (i) completed Appendix I, identifying Authorized Persons authorized to deliver Instructions; (ii) completed Appendix II, Certification Regarding Beneficial Owners of Legal Entity Customers, and (iii) if requested, a copy of Resolutions of the Board of Directors, Managers/Members, General Partner or other similar governing body authorizing appointment of Investment Manager under this Agreement, which resolution has not been amended, superseded, revoked

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CLIENT SPECIFIC INFORMATION or withdrawn. b.

If Investment Manager receives notice of Client’s dissolution or termination, Investment Manager will (i) execute Instructions Client delivers to Investment Manager prior to its receipt of notice of dissolution or termination; the execution of which will be valid and binding on Client and its successor and assigns and (ii) cease to provide investment management services to the Account(s) as of the date of the notice of dissolution or termination and, thereafter, provide custody services only until Investment Manager receives Instructions (acceptable to Investment Manager) from an Authorized Person or a court order authorizing distribution the Assets.

21. Account Income.

All Account(s) income will be reinvested unless Client checks the box below directing Investment Manager to pay income to Client. ☐ By checking this box, Client directs Investment Manager to pay Account(s) income by depositing to Client’s checking account with Investment Manager or another financial institution pursuant to Client’s Instructions. (Check one box. If no box is checked, Client will be deemed to have checked the box for monthly payments) ☐ monthly,

☐ quarterly,

☐ semi-annually.

22. Disclosure of Client Information. a.

From time to time issuers of securities held in the Account(s) may request from Investment Manager

information regarding the Account(s) and Client (name, address and number of issuer’s shares held in the Account(s)). The purpose of these issuer requests is to provide issuers with Client contact information so the issuer can communicate directly with Client. (Check one box. If no box is checked, Client will be deemed to have selected the first box, which permits Investment Manager to disclose Client information to issuers) ☐ Client authorizes Investment Manager to disclose information regarding Client and the Account(s) to issuers.

■ ☐ Client DOES NOT authorize Investment Manager to disclose information regarding Client and the Account(s) to issuers.

b.

Investment Manager may also receive requests for information regarding Client and the Account(s) from issuers of securities for purposes other than the issuer communicating directly with Client and from local, state, federal or foreign regulators. These requests may include requests for information regarding shareholder eligibility requirements, late trading and market timing activity, trade data and other securities compliance and investment related matters. If Client selected “DOES NOT authorize” above, Client understands that such election will not in any way restrict or limit Investment Manager’s disclosure of Client and Account(s) information in connection with the type of requests described in this Section 22b.

23. Electronic Delivery of Communications and Electronic Signature. a.

Consent to Electronic Delivery of Communications. By checking the box below, Client elects to receive all Communications relating to the Account(s) by electronic delivery to the email address(es) provided in Appendix I for Authorized Person(s).

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CLIENT SPECIFIC INFORMATION “Communications” includes Shareholder Documents as described below, disclosures, notices, agreements, fee schedules, statements, records, documents or other information that Investment Manager is required or that Investment Manager desires to deliver to Client. For more information regarding Communications, please see the Guide.

“Shareholder Documents” includes shareholder communications from mutual fund and exchange traded fund companies that Investment Manager is required by law to provide to Client with respect to the Account(s), including summary prospectuses, prospectuses, prospectus supplements, statements of additional information, shareholder reports, proxy material and other forms of shareholder communications. ☐ By checking this box, Client (i) consents to receive Communications by electronic delivery, subject to the process and terms set forth in the Guide; (ii) understands that electronic delivery of Communications will continue indefinitely, unless revoked by Client as described in the Guide; (iii) affirms and confirms that Client has the hardware and software described in the Guide, is able to receive and review electronic documents, and has provided to Investment Manager a current valid email address of all Authorized Person(s); and (iv) certifies that it has read and understands the electronic delivery terms and conditions set forth in the Guide.

b.

Consent to Use of Electronic Signatures. If Client consents to use of electronic signature for purposes of executing this Agreement, Client understands and agrees that: (i) an electronic signature will be enforceable to the same extent as a handwritten signature, whether in court or otherwise; and (ii) Client may not raise any defenses or regulatory or statutory claims attempting to invalidate the enforceability of an electronic signature. Client may cease using electronic signatures to execute Account documents at any time.

24. Client Tax Certification. Client must check only one box below before executing this Agreement: (IRS instructions will be provided upon request) ■ ☐ By checking this box and signing below, Client certifies under penalties of perjury that: a. Client’s taxpayer ID number shown in Section 19 of this Agreement is correct. b. Client is not subject to backup withholding because (i) Client is exempt from backup withholding, (ii) Client has not been notified by the Internal Revenue Service (“IRS”) that Client is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Client that Client is no longer subject to backup withholding; and c. Client is a U.S. citizen or other U.S. person (defined in the IRS instructions).

OR

☐ Client is currently subject to backup withholding because Client failed to report all interest or dividends on Client’s tax return. By checking this box and signing below, Client certifies under penalties of perjury that: a. Client’s taxpayer ID number shown in Section 19 of this Agreement is correct. b. Client is a U.S. citizen or other U.S. person (defined in the IRS instructions).

OR ☐ By checking this box and signing below, Client certifies that it is a nonresident alien and has delivered the appropriate, valid IRS Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI to Investment Manager.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CLIENT’S SIGNATURE TO ANY PROVISION OF THIS AGREEMENT OTHER THAN THE ABOVE CERTIFICATION REGARDING BACKUP WITHHOLDING.

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CLIENT SIGNATURE PAGE 25. Important Information about Procedures for Opening a New Account.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for Client: When the Account(s) is opened, Investment Manager is required by federal law to ask for Client’s name, street address, date of birth and other information necessary to identify Client. This may include a request or requests for presentation of Authorized Persons’ driver’s license and/or other document(s).

THE UNDERSIGNED, BY PROVIDING HIS/HER HANDWRITTEN OR ELECTRONIC SIGNATURE, ACKNOWLEDGES THAT HE/SHE HAS THE AUTHORITY TO EXECUTE THIS AGREEMENT ON BEHALF OF CLIENT AND THAT CLIENT SHALL BE LEGALLY BOUND BY THIS AGREEMENT EFFECTIVE AS OF THE LAST DATE SET FORTH BELOW. PNC BANK, NATIONAL ASSOCIATION By:

Date

Print Name and Title CLIENT: West Palm Beach Downtown Development Authority

Print Name of Client

Date

By: Client Authorized Person Print Name and Title of Authorized Person Print Name and Title of Authorized Signatory

The PNC Financial Services Group, Inc. (“PNC”) uses the marketing name PNC Institutional Asset Management® for the various discretionary and non-discretionary institutional investment, trustee, custody, consulting, and related services provided by PNC Bank, National Association (“PNC Bank”), which is a Member FDIC, and investment management activities conducted by PNC Capital Advisors, LLC, an SEC-registered investment adviser and whollyowned subsidiary of PNC Bank. PNC does not provide legal, tax, or accounting advice unless, with respect to tax advice, PNC Bank has entered into a written tax services agreement. PNC Bank is not registered as a municipal advisor under the Dodd-Frank Wall Street Reform and Consumer Protection Act. “PNC,” “PNC Bank,” and “PNC Institutional Asset Management” are registered marks of The PNC Financial Services Group, Inc. Investments: Not FDIC Insured. No Bank Guarantee. May Lose Value. © 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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APPENDIX I AUTHORIZED PERSONS The following named persons are officers, fiduciaries, agents, partners or other authorized persons duly elected or appointed and authorized to sign written Instructions on behalf of Client under this Investment Management Agreement. The Instructions of any one of the following persons is sufficient unless a greater number appears here: _____ (insert number).

01 Authorized Person Name

Title

Telephone Number

E-mail Address

Raphael Clemente

Executive Director

561-833-8873

rclemente@downtownpb.com

Rick Reikenis

Chair

561-818-5381

rick@reikenis.com

Bill Jacobson, Esq.

Vice Chair

561-833-4440

bill@wpilaw.com

Robert Sanders, Esq.

Board Member

561-650-7972

sandersr@gtlaw.com

Mary Hurley Lane

Board Member

561-655-2234

mary@eileenstravel.com

Cynthia Nalley

Resident

561-309-7770

cynthianalley@gmail.com

Varisa Lall Dass

Board Member

813-841-2184

vlalldas@gmail.com

Max Lohman/Walter Porr

DDA Attys

561-373-0278

max@johmanlawgroup.com

**Above information is required for all authorized individuals**

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APPENDIX II CERTIFICATION REGARDING BENEFICIAL OWNERS OF LEGAL ENTITY CUSTOMERS

I. GENERAL INSTRUCTIONS What is the purpose of this form?

To help the government fight financial crime, federal regulation requires financial institutions to obtain, verify and record information about the beneficial owners of legal entity Clients. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who ultimately own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes.

Who has to complete this form?

This form must be completed by the person opening or updating an account on behalf of a legal entity. For the purposes of this form, a legal entity includes a corporation, limited liability company or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country. Legal entity does not include sole proprietorships, unincorporated associations, or individuals opening or updating accounts on their own behalf.

PLEASE CAREFULLY REVIEW THE CERTIFICATIONS IN THE GRAY BOXES BELOW TO DETERMINE IF CLIENT IS EXCLUDED FROM COMPLETING ALL OR PORTION OF THIS FORM. What information do I have to provide?

This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case of Non-U.S. Persons) for the following individuals (i.e., the beneficial owners):1 (i)

Each individual, if any, who owns, directly or indirectly, 25 percent or more of the equity interests of the legal entity Client (e.g., each individual that owns 25 percent or more of the shares of a corporation); and

(ii)

An individual with significant responsibility for managing the legal entity Client (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Partner, Managing Member, President, Vice President, or Treasurer).

Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30% equity 1

If a trust, directly or indirectly, owns 25 percent or more of the equity interests of a legal entity, the trustee is deemed to be the beneficial owner of the equity interest for purposes of this form and the trustee must complete this form with the trustee’s information.

For accounts opened by an intermediary on behalf of the intermediary’s underlying customer, the intermediary is deemed to be legal entity subject to reporting under this form, not the intermediary’s underlying customers. Accordingly, this form should be completed by the intermediary entity with the intermediary’s information.

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interest). Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)).

You may also be asked to provide a copy of a driver’s license or other identifying document for each beneficial owner and controlling party listed on this form.

Note regarding updating information: From time to time the information provided in this form may need to be updated due to changes in the ownership or controlling party of the legal entity Client or its beneficial owners. Further, from time to time PNC may be required to verify the continued accuracy of the information provided. .

II. CLIENT CERTIFICATION FOR EXCLUDED LEGAL ENTITIES AND NON-PROFIT CORPORATIONS Excluded Legal Entity Certification. Below is a list of Client entities that are not required to complete this form. Please review the list below carefully. If you determine that Client entity is an excluded legal entity, please complete the certification below.

IF CLIENT CHECKS A BOX BELOW, STOP HERE. YOU DO NOT NEED TO COMPLETE THE REST OF THIS FORM. Client certifies, by checking the applicable box below, that it is: ☐ a trust created pursuant to a trust agreement or other contractual arrangement (i.e., the trust was not created by a filing with a Secretary of State or similar office - e.g., a statutory business trusts) ☐ a publicly held company traded on a U.S. stock exchange ☐ a majority-owned subsidiary of a publicly held company traded on a U.S. stock exchange ☐ registered with the Securities and Exchange Commission as a registered investment adviser ☐ registered with the Securities and Exchange Commission as a registered investment companies ☐ a U.S. government agency or instrumentality ☐ a public accounting firm registered under Section 102 of the Sarbanes-Oxley Act ☐ an entity established under the laws of the U.S. or any State, or of any political subdivision of any State or under an interstate compact ☐ opening an account for the purpose of participating in an employee benefit plan under the Employment Retirement Income Security Act of 1974 ☐ a state-regulated insurance company ☐ a “U.S. financial institution” regulated by a federal functional regulator (i.e., federally regulated banks, brokers or dealers, futures commissions merchants and introducing brokers in commodities). ☐ a pooled investment vehicle operated or advised by a “U.S. financial institution” or an SEC registered investment advisor ■

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Non-Profit Corporation Certification (see Excluded Legal Entities above for non-profit trust entities).

Client formed as a non-profit corporation or similar legal entity that does not have ownership interests (including, charitable, nonprofit, not-for-profit, public benefit or similar corporations) are not required to complete the Beneficial Owner sections of this form.

IF CLIENT IS A NON-PROFIT CORPORATION, PLEASE COMPLETE THE CERTIFICATION BELOW AND PROCEED TO SECTION IIId. Client certifies, by checking this box, it is a non-profit corporation or similar legal entity that has filed organizational documentation with the appropriate State authority and, if requested by PNC Bank, National Association, will promptly provide to PNC Bank, National Association, a copy of its certificate of incorporation or certificate of good standing issued by the state in which the Client is incorporated.

IF CLIENT CANNOT MAKE ANY OF THE CERTIFICATIONS IN THE ABOVE BLUE BOXES, CLIENT MUST COMPLETE SECTION III OF THIS FORM. III. CERTIFICATION OF BENEFICIAL OWNER(S) Persons opening or updating an account on behalf of a legal entity must provide the following information: a. Name, Type, Address, and Taxpayer Identification Number (TIN) of Legal Entity for Which the Account is Being Opened or Updated (i.e., the Client): Entity Name:

_

Entity Type (e.g. Corporation, Partnership, etc.): Entity Address: Entity TIN: b. Name and Title of Person Opening or Updating Account: Name: Title:

c.

Beneficial Owner(s): The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above.

If no individual meets the definition of “Beneficial Owner” check the box below and continue to Section III(d).  Beneficial Owner Not Applicable

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For U.S. Persons: Indicate if you are a U.S. Citizen, U.S. Resident Alien or Immigrant Refugee and provide Social Security Number (SSN) For Non-U.S. Persons: Provide SSN, Individual Taxpayer Identification Number (ITIN), Passport or Other Acceptable ID Information

Name

% of Ownership

Date of Birth

Residential Street Address

For U.S. Persons:

For Non-U.S. Persons:

 U.S. Citizen  U.S. Resident Alien  Immigrant Refugee

Passport or Other Acceptable ID Type: _ ID #: _ Country of Issuance: _ SSN / ITIN #: _ _ Passport or Other Acceptable ID Type: ID #: _ Country of Issuance: _ SSN / ITIN #: _

SSN #:  U.S. Citizen  U.S. Resident Alien  Immigrant Refugee SSN #:

 U.S. Citizen  U.S. Resident Alien  Immigrant Refugee SSN #:  U.S. Citizen  U.S. Resident Alien  Immigrant Refugee SSN #: _

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_

Passport or Other Acceptable ID Type: ID #: _ Country of Issuance: _ SSN / ITIN #: _ Passport or Other Acceptable ID Type: ID #: _ Country of Issuance: _ SSN / ITIN #:

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Controlling Party: The following information for one individual with significant responsibility for managing the legal entity listed above, such as: • •

An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Partner, Managing Member, President, Vice President, Treasurer); or Any other individual who regularly performs similar functions.

(If appropriate, an individual listed under Section II(c) above may also be listed in this Section III(d)).

For U.S. Persons: Indicate if you are a U.S. Citizen, U.S. Resident Alien or Immigrant Refugee and provide Social Security Number (SSN) For Non-U.S. Persons: Provide SSN, Individual Taxpayer Identification Number (ITIN), Passport or Other Acceptable ID Information

Name

Title

Date of Birth

Residential Street Address

For U.S. Persons:

For Non-U.S. Persons:

 U.S. Citizen  U.S. Resident Alien  Immigrant Refugee

Passport or Other Acceptable ID Type: ID #: _ Country of Issuance: _ SSN / ITIN #:

SSN #:

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APPENDIX III FOR GOVERNMENTAL ENTITY CLIENTS ONLY Is the Governmental Entity an employee benefit plan?

■ ☐ Yes ☐ No

Please provide the following information for each Official Custodian (see definition below) for the Account: Official Custodian Name: Raphael Clemente Official Custodian Title, Position or Office: Executive Director

_

Official Custodian Address: 300 Clemantis Street, Suite _ 200 West Palm Beach, FL 33401 Official Custodian Name: Rick Reikenis

_

Official Custodian Title, Position or Office: Chair

_

Official Custodian Address: 801 South Olive Ave, Suite _ 105, West Palm Beach, FL 33401 (add additional entries if necessary)

If there is more than one Official Custodian for the Account, please check the applicable box: ☐ Each Official Custodian has authority to deliver Instructions for the Account without consent of other Official Custodians. ☐ Delivery of Instructions for the Account requires approval of two or more Official Custodians.

■

Client agrees to promptly notify Investment Manager in writing of any change in the Official Custodian(s) for the Account.

“Governmental Entity” includes the United States, states, counties, municipalities, political subdivisions, the District of Columbia, the Commonwealth of Puerto Rico and other government possessions and territories and Native American tribes.

• • •

“other government possessions and territories” include the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, Guam, The Commonwealth of the Northern Mariana Islands. “political subdivisions” include drainage districts, irrigation districts, navigation districts, improvement districts, levee districts, sanitary districts, school districts, power districts, bridge or port authorities, and other special districts created by state statute or compacts between the states. “political subdivisions” also include any other subdivision or principal department of a Governmental Entity (state, county, municipality, District of Columbia or a government possession or territory) if the subdivision or department is expressly created by the law of the Governmental Entity, has been delegated functions of the government and is empowered to exercise exclusive control over the subdivision’s or department’s funds.

“Official Custodian” In order to comply with applicable Federal law, Investment Manager is required to obtain the name, title, position or office and office address of each “official custodian” for Governmental Entity clients. An “official custodian” is a natural person appointed or elected officer, employee, or agent of a governmental entity (Client) who has unlimited authority and control over the Account Assets covered by this Investment Management Agreement. A Governmental Entity may have more than one “official custodian”.

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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APPENDIX IV FOR TRUST CLIENTS ONLY Trustee Information Trustee Name (First)

(MI)

Social Security # (i)

(Last)

_ Date of Birth (Month/Day/Year)

/

/

Citizenship/Domicile:

If Trustee is a natural person, Trustee is (please check the appropriate box): ☐U.S. Citizen ☐Non-U.S.

Citizen, Country of Citizenship

_

If Trustee is an entity, Trustee was formed in a (please check the appropriate box): ☐ U.S. Jurisdiction, ☐ Non-U.S. Jurisdiction, Country

State (iii)

Legal Address:

Street Address State (iv)

_ City Zip

Country

_

Correspondence Address (if different from Legal Address):

Street Address State (v)

_

City Zip

_

Country

Preferred Methods of Communication: Trustee authorizes Investment Manager to communicate

by (check all applicable boxes): ☐Phone

☐Cellular Phone

_

☐Email Address(es) Co-Trustee Information Trustee Name (First)

_ (MI)

Social Security # (i)

(Last)

_

Date of Birth (Month/Day/Year)

/

/

_

Citizenship/Domicile:

If Trustee is a natural person, Trustee is (please check the appropriate box): ☐U.S. Citizen ☐Non-U.S.

Citizen, Country of Citizenship

_

If Trustee is an entity, Trustee was formed in a (please check the appropriate box): ☐ U.S. Jurisdiction, ☐ Non-U.S. Jurisdiction, Country

State (iii)

Legal Address:

Street Address State

City Zip

_

Country

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(iv)

Correspondence Address (if different from Legal Address):

Street Address State (v)

City Zip

_

Country

Preferred Methods of Communication: Trustee authorizes Investment Manager to communicate

by (check all applicable boxes): ☐ Phone

☐Cellular Phone

☐ Email Address(es)

(If there are more than two (2) Co-Trustees, please include additional pages as necessary.)

Special Terms Applicable to Trust Account(s) Trustees understand that the Investment Manager shall have no responsibility for the management or administration of the trust and that is the responsibility of Trustees to comply with the terms of the trust agreement, a court order and/or applicable law in the management and administration, as well as the number of trustees required to bind the trust. Unless otherwise directed on Appendix I, Investment Manager may rely on the Instruction of one Trustee as representing the agreement of all Trustees necessary to bind Client trust. Each Trustee and Client releases Investment Manager from any liability that may result from following such Instruction. If, at any time, Investment Manager believes there is no trustee serving on behalf of Client, Investment Manager will serve as custodian only (as set forth in Section 1c. of this Agreement) until Investment Manager has received satisfactory notice that successor trustee(s) have been duly appointed and agree to adopt this Agreement. Any successor trustee(s)’s use of any Investment Manager services in connection with the Account shall constitute acceptance and adoption of this Agreement.

© 2022 - The PNC Financial Services Group, Inc. January 2022 PNC Bank, National Association – 400.05 IMA (with custody) – Legal Entities

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MEMO To:

Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Mary Hurley Lane Cynthia Nalley Bob Sanders Upendo Shabazz Daryl Houston

From: Teneka James-Feaman, Associate Executive Director RE:

Police Athletic League Program Sponsorship

Date:

March 15, 2022

Previously the DDA has partnered with Related Group, the Police Department, and others to support programs and projects that provide evening activities for juveniles in the Downtown area. This includes not only supporting programs that provide activities for young people, but also in the creation and enforcement of policies like the juvenile curfew ordinance. The Police Athletic League (PAL), located at 720 North Tamarind Avenue, has historically been an effective service provider for young people in the Downtown area.

Recently staff met with PAL’s Executive Director Brittany Perdigon, to discuss their programs and the DDA’s continued support of the important work that PAL does in the local community.

Brittany Perdigon, Executive Director, will attend the meeting to present an update on PAL. Staff requests Board approval to renew the DDA’s sponsorship of PAL’s programs beginning March 2022, in the amount of $25,000.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Ph: 561.833.8873 Fax: 561.833.5870 * DowntownWPB.com

MEMO To:

Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Mary Hurley Lane Cynthia Nalley Bob Sanders Daryl Houston

From: Teneka James-Feaman, Associate Executive Director RE:

Incentive Program Update

Date:

March 15, 2022

In response to changed economic conditions and different needs of commercial property owners and their tenants, staff is proposing changes to the DDA’s business development incentive programs.

The following changes to the DDA’s business development incentives are as follows: Façade Grant: • Current program - Storefront exterior improvements, 50% match of private investment not to exceed $10,000.

• Proposed changes - Building exterior improvements, 50% match of private investment not to exceed $20,000. o Note: stand-alone building or building with more than 25,000 square ft.

Business Incentive: o Current program - Total grant grant amount shall not exceed 25% of the total project cost up to a maximum of $50,000. o Proposed changes – Total grant amount shall not exceed 25% of total project cost up to a a maximum of $75,000.

Business and Façade Grant Incentives shall not be available to the following business types: o Vape/smoke shop, CBD/Medical Marijuana, tattoo parlors, liquor stores, gun shops, and nightclubs.

Additional Conditions: o Projects must be completed within 2 years of application approval.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Ph: 561.833.8873 Fax: 561.833.5870 * DowntownWPB.com