December

REGULAR BOARD MEETING Downtown Development Authority Tuesday, December 17, 2019 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS John Critchett

•

Trolley Operations

•

Police Athletic League

Jonathan Taylor

•

Marketing/PR Update

Tiffany Faublas

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting of November 19, 2019

•

Financial Statements of November 30, 2019

Robert Sanders

OLD BUSINESS (Action Required) •

Interlocal Agreement 2019 – 2024

Raphael Clemente

•

Police Command position

Raphael Clemente

NEW BUSINESS (Action Required) •

Business Incentive Grants

Raphael Clemente

•

Related MOU

Raphael Clemente

•

CREOS Art Installation

Raphael Clemente

ANNOUNCEMENTS Reminder: January 21, 2020 Board Meeting @ 11:30am ADJOURNMENT

Ph: 561.833.8873 Fax: 561.833.5870 www.downtownwpb.com

UPCOMING EVENTS Saturday Soiree – Holiday Edition Saturday, December 21, 2019 4pm – 7pm 300 S. Australian Ave. Foreverglades Now – February 29, 2020 Every Saturday & Sunday 9am – 6pm Howard Park

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

300 Clematis Street, Suite 200 West Palm Beach, FL 33401 MINUTES Regular Board Meeting Downtown Development Authority November 19, 2019

ATTENDANCE Board Members in attendance included, Chairman Robert Sanders, Esq., Vice Chairman Rick Reikenis, Lisa Gerard, Mary Hurley Lane, William Jacobson, Esq., Cynthia Nalley, and Upendo Shabazz. DDA staff in attendance included Raphael Clemente, Teneka James, Shelly Williams, Samantha Murrell, Sherryl Muriente, Tiffany Faublas, Catherine Ast, Michelle Barascout and Max Lohman Esq. (Lohman Law Group).

Guests in attendance included Allison Justice, Steve Daniels, Assistant Chief Rick Morris, Carey O’Donnell, Amiekay Richcrick, and William Roger Cummings.

CALL TO ORDER Chairman Sanders called the meeting to order at 8:31 a.m.

PUBLIC COMMENTS No public comments.

PRESENTATIONS O’Donnell Agency PR/Marketing Update Carey O’Donnell and Amiekay presented an update on the last quarter of PR/Marketing efforts provided for the DDA. They highlighted the FAM tour in June in which they hosted a tour of new buildings and businesses in Downtown for local media. O’Donnell also shared some ideas for upcoming projects in 2020.

CONSENT CALENDAR Minutes of Regular Board Meeting of October 15, 2019 Board Action: Reikenis made a motion to approve the Minutes of October 15, 2019 Regular Board Meeting. Shabazz seconded the motion. The motion passed unanimously.

Financial Statements of October 31, 2019 Board Action: Reikenis made a motion to approve the Financial Statements of October 31, 2019. Shabazz seconded the motion. The motion passed unanimously.

OLD BUSINESS Interlocal Agreement 2019-2024 Clemente explained that staff is seeking approval for Amendment 2 to the interlocal agreement providing an additional 60 days to finalize the terms of the renewed agreement; which addresses funding and modifications to trolley operations. This Agreement’s existing term will be extended until January 31st, 2020. Lohman added waiving the 5% penalty for failure to make the increment payment by January 1, because we are extending until January 31, 2020.

Board Action: Shabazz made a motion to approve Amendment 2 to the Interlocal Agreement.

Reikenis seconded the motion. The motion passed unanimously.

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

NEW BUSINESS Blue Line Trolley Amendment Ast explained that recently, we were informed that Tootle Lou Trolleys, owner of Molly’s Trolleys, has sold the company. The new owners are Hoffmann PB Trolleys, a division of Hoffmann Family of Companies.

Hoffmann PB Trolleys will continue to operate as Molly’s Trolleys. Staff is requesting approval of the amendment changing the Blue Line Trolley Agreement to be between the DDA and Hoffmann PB Trolleys.

Certificate of Insurance has not been received and is required before payment can be issued.

Board Action: Reikenis made a motion to approve Blue Line Trolley Amendment.

Hurley Lane seconded the motion. The motion passed unanimously.

Police Command Position Clemente provided background information of The Entertainment District Police (EDU) Unit which was created in 2007 to provide a dedicated team for the Downtown West Palm Beach. Under the command of a Lieutenant, the EDU became an effective and highly visible program. The DDA was instrumental in the establishment of the EDU, and DDA staff worked closely with the Police Department and City leadership to create the program. The Security Ambassador Program was established around the same time and was designed to work hand in hand with the EDU team. In the 3 years following the establishment of these two programs, crime in the downtown area decreased by 50% and public perception improved significantly.

Beginning in approximately 2015 the structure of the EDU changed, funding for some of the positions was decreased or eliminated, and the effectiveness of the program was diminished. The Police Department is currently working to reestablish the EDU structure as it was in the first years of the program, with a Lieutenant as the fulltime commander of the program. Due to staffing shortages and funding constraints, Assistant Chief Rick Morris has requested assistance with funding the Lieutenant position for one year.

DDA staff has worked to build a coalition of support to include Related Companies and the Downtown Merchant Association in this effort. One hundred thousand dollars has been identified for reallocation to support this request.

Staff is seeking board approval of $100,000 to be contributed to fund the EDU command position for one year. The board postponed the Police Command Position discussion to be brought back at the December board meeting with a sustainability plan for future funding, details of the budget including any in-kind contributions. The board also asked for Raphael to attempt to secure funding from other Downtown organizations.

Board Action: Reikenis made a motion to postpone Police Command Position discussion.

Nalley seconded the motion. The motion passed unanimously.

Licensing Agreement 314 Clematis Staff seeks approval to enter a licensing agreement with the West Palm Beach Community Redevelopment Authority (CRA) to utilize the 314 Clematis front porch for small businesses pop-up featuring the 12x12WPB winners. The licensing agreement will be in effect until the CRA is ready to start construction in the property in 2020. The use of the space will be free of all costs, including rent and utilities. Marketing and social media will be reactivated for the pop-up project as well. All funding for the pop-up, including marketing and social media, will come from the Knight Foundation grant to establish the first steps of launching the businesses at the Thoroughfare.

Board member William Jacobson recused himself from the vote, form 8b filed and attached to the minutes.

Board Action: Reikenis made a motion to approve the Licensing agreement at 314 Clematis.

Nalley seconded the motion. The motion passed unanimously.

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

ANNOUNCEMENTS Staff is requesting to move the January 21, 2020 Board Meeting time to 11:30am due to Mayor’s State of the City Address occurring at the same time.

Board Action: Jacobson made a motion to approve moving the January meeting to 11:30am.

Reikenis seconded the motion. The motion passed unanimously.

ADJOURNMENT There being no further business to discuss, Sanders called for a motion to adjourn.

Board Action: Shabazz made a motion to adjourn the meeting at 10:23 a.m.

Nalley seconded the motion. The motion passed unanimously.

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

West Palm Beach Downtown Development Authority Balance Sheet November 30, 2019 ASSETS Current Assets

PNC Bank Operating First Bank - Money Market Petty Cash

2,385,989 207,985 50

Total Current Assets Other Assets Lease Security Deposit

2,594,024

23,000

Total Other Assets

23,000

Total Assets

2,617,024

CURRENT LIABILITIES

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

(643) 0 (773) 380 (1,036)

FUND BALANCE

Fund Balance Net Income

3,004,478 (386,418)

Total Fund Balance

2,618,060

Total Liabilities and Fund Balance

2,617,024

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Statement of Revenues And Expenditures November 30, 2019 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 Rent Expense Tax Collection Travel and Training Reserves Total Expenditures

Current Year Surplus (Deficit) DDA Carryforward CRA Carryforward

Total Carry Forwards Net Total Surplus (Deficit)

Year-to-Date

Trolley Gross Annual

Budget

Work Plan

Services

Budget

%

Y-T-D

Y-T-D

154,333

154,552

4,939,610

3.1%

154,552

53,784 90,050 38,667 42,574 3,742 3,087 9,633 75,890 0 10,913 (1,101) 2,644 0 329,883

62,068 130,745 49,877 60,106 11,062 5,750 9,633 144,899 30,085 31,468 2,635 2,644 0 540,972

504,257 1,144,973 1,151,564 1,597,701 150,500 35,300 199,545 842,000 27,000 150,000 16,500 20,000 312,212 6,151,552

12.3% 11.4% 4.3% 3.8% 7.4% 0.0% 4.8% 17.2% 111.4% 21.0% 16.0% 13.2% 0.0% 8.8%

12,068 130,745 0 16,722 11,062 5,750 9,633 144,899 30,085 31,468 2,635 2,644

(175,550)

(386,420)

(1,211,942)

3,150 188,230 191,380

3,150 237,285 240,435

357,469 854,473 1,211,942

15,830

(145,985)

0

0.9% 27.8% 0.0%

0

Marketing

Security

Y-T-D

Y-T-D

0

Incentives Y-T-D

0

0 50,000

49,877 20,978

22,406

397,711

20,978

49,877

22,406

50,000

(243,159)

(20,978)

(49,877)

(22,406)

(50,000)

20,978 20,978

0 14,206 14,206

0 22,406 22,406

0 50,000 50,000

0

0

3,150 129,695 132,845 (110,314)

No CPA provides any assurance on these financial statements.

0

(35,671)

West Palm Beach Downtown Development Authority Supplemental Schedules

-

November 30, 2019 SCHEDULE 1 - CURRENT YEAR REVENUES Current Year Revenues Tax Revenues TIF DDA/CRA Interlocal CRA Project Funding Interest Income Brightline Ticket Sales Revenue Sponsorships Fees and Services Grants and Contributions Total Reimbursements Other Miscellaneous Income CityPlace Shuttle Total Current Year Revenues

Gross

Month

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

153,678 0 0 0 212 443 0 0 0 0 0 0

153,678 0 0 0 431 443 0 0 0 0 0 0

2,227,505 0 2,227,505 409,500 100 0 0 0 0 0 0 75,000

6.9% 0.0% 0.0% 0.0% 431.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

153,678 0 0 0 431 443 0 0 0 0 0 0

154,333

154,552

4,939,610

3.1%

154,552

No CPA provides any assurance on these financial statements.

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules November 30, 2019 Gross Month

Year-to-Date

SCHEDULE 2 - BUSINESS DEVELOPMENT Property and Buss Incentives 50,000 Facade Improvements 0 Leasing/Brokers Meeting 0 Total Business Training and Support 784 Business Partnerships 3,000 Grand Open/New Business 0

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

50,000 0 0 1,568 9,500 1,000

200,000 155,000 16,000 40,000 75,257 18,000

25.0% 0.0% 0.0% 3.9% 12.6% 5.6%

0 0 1,568 9,500 1,000

53,784

62,068

504,257

12.3%

12,068

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 19,400 Clean Team 2,730 Graffitti Maintenance 1,000 Landscape Maintenance 14,027 Holiday Lights 52,893 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

59,095 2,730 2,000 14,027 52,893 0 0

373,500 110,000 35,000 321,500 139,973 15,000 150,000

15.8% 2.5% 5.7% 4.4% 37.8% 0.0% 0.0%

59,095 2,730 2,000 14,027 52,893 0 0

130,745

1,144,973

11.4%

130,745

Total Business Development

Pressure Washing/Street Clean

Total Physical Environment

90,050

50,000

No CPA provides any assurance on these financial statements.

0

0

0

50,000

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules November 30, 2019 Gross Month

SCHEDULE 4 - MARKETING/PR Collateral Materials

Year-to-Date

Work Plan

Services

Marketing

Security

Incentives

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

49,877

1,151,564

4.3%

0

3,150 20,978 22,406 12,076 996 500

75,000 772,332 615,369 70,000 34,000 31,000

4.2% 2.7% 3.6% 17.3% 2.9% 1.6%

3,150

Residential Programming

3,150 11,626 22,406 4,596 796 0

12,076 996 500

Total Res. Services/Quality of Life

42,574

60,106

1,597,701

3.8%

16,722

Advertising and Promotion Marketing Programs

Community & Cultural Promotion Total Marketing/PR

38,667

Budget

Budget

0.0% 4.3% 0.0% -0.8% 7.1% 7.6% 1.2%

Retail Promotion Value Added Events

0 7,885 0 (1,050) 27,786 13,346 1,910

Annual

75,000 185,000 25,000 135,000 391,564 175,000 165,000

PR/Marketing

0 1,535 0 0 23,786 13,346 0

Trolley

0 7,885 0 (1,050) 27,786 13,346 1,910 0

49,877

0

0

SCHEDULE 5 -NEIGHBORHOOD SERVICES Homeless Outreach

Transportation Security and Policing Public Space Programs Community Engagement

20,978 22,406

No CPA provides any assurance on these financial statements.

20,978

0

22,406

0

West Palm Beach Downtown Development Authority Supplemental Schedules November 30, 2019 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

364 0 3,378

444 214 10,404

50,000 22,500 78,000

0.9% 1.0% 13.3%

444 214 10,404

Total General Office

3,742

11,062

150,500

7.4%

11,062

Telephone Expense

500 1,510 559 28 15 475

1,000 3,140 559 86 15 950

0 16,000 7,000 3,000 300 9,000

0.0% 19.6% 8.0% 2.9% 5.0% 10.6%

1,000 3,140 559 86 15 950

Total Operations

3,087

5,750

35,300

16.3%

5,750

General Postage

SCHEDULE 7 - OPERATIONS Automobile Expense 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 November 30, 2019 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 5,760 0 0 1,873

2,000 5,760 0 0 1,873

24,000 91,914 25,000 31,631 27,000

8.3% 6.3% 0.0% 0.0% 6.9%

2,000 5,760 0 0 1,873

9,633

9,633

199,545

4.8%

9,633

Some rounding error may occur.

No CPA provides any assurance on these financial statements.

0

0

0

0

MEMO To:

DDA Board

Bob Sanders, Chairman Rick Reikenis, Vice Chairman Lisa Gerard Mary Hurley Lane William Jacobson Cynthia Nalley Upendo Shabazz

From: Raphael Clemente, Executive Director RE:

Interlocal Agreement 2019 - 2024

Date:

December 17th, 2019

Staff seeks approval of the new Interlocal Agreement, which defines the fiscal relationship, roles, and responsibilities between the Downtown Development Authority, the West Palm Beach Community Redevelopment Agency, and the City of West Palm Beach.

Staff has prepared a presentation describing the critical elements of the Agreement.

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

INTERLOCAL AGREEMENT AMONG THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY, THE CITY OF WEST PALM BEACH AND WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY REGARDING THE DDA WORK PLAN; EXEMPTION FOR THE TAX INCREMENT PORTION OF THE 2ND MILL OF AD VALOREM TAX AND OPERATION OF THE TROLLEY SYSTEM AND DOWNTOWN EXTERIOR MAINTENANCE (FISCAL YEARS 2020-2024) WPB Contract No. 23818 CRA Res. No. 19-58 City Res. No. 414-19

THIS INTERLOCAL AGREEMENT is made and entered into by and between WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic, under Part III, Chapter 163, Florida Statutes, (the “CRA”), CITY OF WEST PALM BEACH, a municipal corporation of the State of Florida (the “City”); and WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, an independent special district established under the laws of the State of Florida, whose address is 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401-5322 (the “DDA”); WHEREAS, it is the purpose and intent of this Agreement, the parties hereto and the Florida Interlocal Cooperation Act of 1969, as amended, to permit the City, the CRA and the DDA to make the most efficient use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and provide a means by which the parties may exercise their respective powers, privileges and authorities that they share in common and that each might exercise separately; and WHEREAS, the CRA undertakes activities for redevelopment and to remedy blight in the Downtown/City Center District of the West Palm Beach Community Redevelopment Agency; and WHEREAS, the DDA has organized and established as one of its primary goals to revitalize the Downtown area of the City of West Palm Beach and to promote commercial and economic development and to improve the quality of life for residents residing in the Downtown area; and WHEREAS, the CRA adopted a Strategic Finance Plan for the Downtown/City Center District on November 7, 2005, which is amended from time to time; and WHEREAS, the Strategic Finance Plan proposes funding to be allocated to the DDA in support of the DDA’s efforts and missions in the Downtown area; and

1 CRA/DDA/City Interlocal 23818 121019

WHEREAS, by Resolution No. 09-61, the CRA approved and the CRA and DDA entered into an Interlocal Agreement Regarding the DDA Work Plan, Exemption for the Tax Increment Portion of the 2nd mill of Ad Valorem Tax and Operation of the Trolley System, dated August 31, 2009, regarding funding of the DDA Work Plan through September 30, 2014; and WHEREAS, by City Resolution No. 168-14 and CRA Resolution No. 14-15, the City, CRA and DDA entered into an Interlocal Agreement Regarding the DDA Work Plan, Exemption for the Tax Increment Portion of the 2nd mill of Ad Valorem Tax and Operation of the Trolley System, dated July 2, 2014, regarding funding of the DDA Work Plan through September 30, 2019; and WHEREAS, the DDA has approved its Work Plan for fiscal years 2020-2024, which plan includes expansion of its public space maintenance program, downtown security, special events programming, and operation of the Route 1 trolleys owned by the City of West Palm Beach; and WHEREAS, the CRA desires enter into this Interlocal Agreement with the DDA to provide for the funding and implementation of the DDA’s updated Work Plan; and WHEREAS, the City Commission is authorized to grant an exemption from the requirement to appropriate funds to the redevelopment trust fund pursuant to Section 163.387(2)(d)(1), Florida Statutes, by execution of an interlocal agreement with the DDA establishing the conditions of the exemption, including the time of which the exemption is granted; and WHEREAS, by CRA Resolution No. 09-61 and City Resolution No. 323-09, the City, CRA and DDA entered into an Interlocal Agreement, which was filed in the Public Records of Palm Beach County on November 12, 2009, in Official Record Book 23542, Page 1571, regarding Funding of the DDA Work Plan through September 30, 2014, Exemption for the Tax Increment Portion of the 2nd Mil of Ad Valorem Taxes, and Operation of the Trolley System (the “2009 Interlocal Agreement”); and WHEREAS, by CRA Resolution No. 14-15 and City Resolution No. 168-14, the City, CRA and DDA entered into an Interlocal Agreement regarding Funding of the DDA Work Plan through September 30, 2019, Exemption for the Tax Increment Portion of the 2nd Mil of Ad Valorem Taxes, and Operation of the Trolley System (the “2015 Interlocal Agreement”); and WHEREAS, the City and DDA desire to amend certain terms of the Agreement, including amendments regarding the DDA’s new Work Plan; and WHEREAS, the City and DDA desire to continue the exemption, subject to the terms and conditions of this agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the value of which is hereby acknowledged by both parties, the parties agree as follows:

2 CRA/DDA/City Interlocal 23818 121019

SECTION 1:

INCORPORATION OF RECITALS

The recitals set forth above are incorporated herein and made a part of this Agreement.

SECTION 2:

TERM OF AGREEMENT

2.1 This Agreement shall become effective upon its execution by all parties and the filing of the fully executed Agreement with the Clerk of the Court for Palm Beach County.

2.2

This Agreement shall continue through September 30, 2024.

SECTION 3:

DDA WORK PLAN, RIGHTS, AND OBLIGATIONS

3.1 Work Plan. The DDA agrees to adopt and implement the specific programs and redevelopment initiatives contained in the DDA Work Plan for Operations, Programs and Capital Activity, Fiscal Years 2015-2019, an Executive Summary of which is attached hereto as Exhibit A (the “Work Plan”).

3.1.1 The CRA acknowledges that the items contained in the Work Plan contained in Exhibit A are supportive of the approved CRA Redevelopment Plan (the “Approved CRA Plan”). The DDA agrees that the Work Plan expenditures must be supportive of the approved CRA Redevelopment Plan, as amended.

3.1.2 Amendments to the specific programs and redevelopment initiatives in the Work Plan that are funded by the CRA pursuant to this Agreement will require approval by the CRA Board of Commissioners.

3.2 The DDA’s work plan for fiscal years 2020-2024 includes funding for operation of Route 1 of the City’s trolley system, and administration of Route 1 trolley operations pursuant to Section 6 of this Agreement.

3.3 The DDA’s work plan for fiscal years 2020-2024 includes funding for Clean Team exterior janitorial services for the Seaboard Train Station and the Waterfront, pursuant to Section 7 of this Agreement.

3.4 The DDA’s work plan for fiscal years 2020-2024 includes funding for landscaping services for the City’s Seaboard Train Station, pursuant to Section 8 of this Agreement.

3.5 The DDA’s work plan for fiscal years 2020-2024 includes funding for landscaping and irrigation services for the City’s garages, pursuant to Section 9 of this Agreement.

3.6 The DDA’s work plan for fiscal years 2020-2024 includes funding for landscaping services for the City Center garage and courtyard, pursuant to Section 10 of this Agreement.

3.7 The DDA’s work plan for fiscal years 2020-2024 includes funding for pressure washing of certain public spaces, pursuant to Section 11 of this Agreement.

3.8 Ad valorem Second Mill Increment Equivalent. The DDA shall utilize the funds it receives pursuant to subsection 5.1, an amount equivalent to the increment from the second mill of DDA ad valorem taxation, to fund the operation of Route 1 of the City’s trolley system

3 CRA/DDA/City Interlocal 23818 121019

providing service for CityPlace and the Clematis Street District, marketing programs to retain and attract businesses, maintenance and security programs and residential and community development programs. Any use of the increment from the second mill for other programs must be (1) approved by the City Commission, and (2) supportive of the Approved CRA Plan, as same may be amended from time to time (Approved CRA Plan).

3.8.1 The DDA shall provide the City with its proposed budget for the increment from the second mill pertaining to the upcoming fiscal year on or before July 15th of each year.

3.9 Allocation for The Lord’s Place Services. The DDA’s Work Plan shall contain, and the DDA shall allocate and transfer, the sum of $75,000 to the City, on an annual basis, to be combined with the City’s funding of The Lord’s Place for homelessness services.

3.10 Books and Records. The DDA shall maintain books, records and documents in accordance with accounting procedures and practices which sufficiently and properly reflect all revenues and expenditures of funds under this Agreement. All of the DDA’s books, records and documents related to this Agreement must be made available for inspection or audit by the CRA and any other organization conducting reviews for the CRA, without notice, throughout the term of this Agreement. In addition, the DDA must retain all records related to this Agreement in proper order for at least three (3) years following expiration of this Agreement, unless a longer period is required by law, or the records are related to ongoing litigation. The CRA shall have access to such records, for the purposes of inspection and audit, during this three (3) year period. This subsection shall survive termination or expiration of this Agreement.

3.11 Reports. The DDA shall provide the City with a report on how the increment from the second mill of ad valorem taxation was spent during the prior fiscal year by February 28th of each year.

SECTION 4:

CITY’S GRANT OF EXEMPTION, CONSENT, RIGHTS, AND OBLIGATIONS

4.1 2nd mill Exemption. The DDA shall be exempt from the requirement to fund the redevelopment trust fund with the increment generated by the second mill of DDA ad valorem taxation for fiscal year 2020-2024 and for each succeeding fiscal year for the term of this Agreement, through September 30, 2024, unless the City revokes the exemption for a specific fiscal year pursuant to subsection 4.1.2 or unless this Agreement is terminated pursuant to Section 12.

4.1.1 The City may revoke the exemption for the next fiscal year by following the procedure in sub-section 4.1.2 if the City determines, in its sole discretion, that: (a) The activities to be funded by the DDA with revenue received from the CRA do not further the Approved CRA Plan; or (b) The fiscal and operational impact of the continued grant of the exemption impairs the ability of the CRA to implement the Approved CRA Plan; or (c) The DDA does not submit its proposed budget for the increment from the second mill in accordance with subsection 3.3.1. However, in such event, the City shall give the DDA written notice of the failure to timely submit the budget and shall provide the DDA additional

4 CRA/DDA/City Interlocal 23818 121019

time, but no later than August 15th of such year, to provide the proposed budget before City may revoke the exemption. (d) The continued grant of the exemption impairs the incurred debt of the CRA or the outstanding bonds that have pledged tax increment revenues to the repayment of the bonds, including but not limited to the ability of the CRA to make payments pursuant to the Interlocal Agreement between the City and CRA approved by Resolution No. 262-93 and any amendments to such Interlocal Agreement; or (e) The DDA fails to fund and provide for the operation of Route 1 of the City trolley system.

4.1.2. The City may revoke the exemption for the next fiscal year, in accordance with the following procedure. The City may only revoke the exemption at a public hearing after providing public notice of the hearing complying with the notice requirements contained in Section 163.387(2)(d)3, Florida Statutes, and by providing written notice to the DDA at least seven (7) days prior to the hearing. The written notice to the DDA must include the reason the City is considering revoking the exemption, citing the applicable provision of subsection 4.1.1.

The DDA may present revisions to its budget addressing that reason prior to or at the public hearing called to consider revoking the exemption. An affirmative vote to revoke the exemption must occur at the public hearing prior to August 22nd in order for the City to revoke the exemption for the following fiscal year.

4.1.3. If the City does not revoke the exemption at a public hearing prior to August 22nd of any preceding fiscal year, the exemption shall remain in full force and effect for the next fiscal year.

4.1.4 Waiver. In consideration of the additional terms of this Agreement, the City, CRA and DDA, hereby waive and forgive the five percent (5%) penalty for failure to timely make the required increment payment pursuant to Sec. 163.387(2), Fla. Stat., and any other claim related thereto.

4.2 Notwithstanding any other provision in this Agreement, the City may request the DDA to provide work or services in addition to those identified in the DDA Work Plan and Approved CRA Plan. If DDA agrees to provide such additional work or services, City shall agree to provide project specific funding above the 2 mills. Such additional services shall be agreed to either as part of this Agreement or in a separate agreement between the City and DDA specifying the work or services and funding obligation.

4.3

Trolley System Operation and Funding.

4.3.1. Ownership and Control. The City shall remain the owner of, and shall retain continuing control over, the trolleys.

4.3.2. Operator. The City shall procure a trolley operator and shall be the sole party to contract with an operator for operation of the trolleys. The City shall establish trolley operating times, stops, and other operating standards in its agreement with the trolley operator. City’s contract with a trolley operator shall require the trolley operator to provide copies of the monthly invoices for trolley operation services directly to the City’s Route 1 Administrator. City’s contract with a trolley operator shall require the trolley operator to provide to the Route 1 Administrator

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copies of the monthly reports, including but not be limited to, passenger reports and performance reports. Additionally, City’s contract with the contract operator shall include the Route 1 Administrator as a participant in the regular monthly management meetings.

4.3.3 The City, as owner of the trolleys, shall insure the trolleys against damage and other claims, as determined by the City.

4.4 Allocation for The Lord’s Place Services. The City shall, annually, combine allocation received from the DDA in the amount of $75,000 with the City’s funding and forward such funding to The Lord’s Place for homelessness services.

4.5 Event / Permit Fees. The City agrees that the DDA shall not be required to pay for a City special event permit fee, provided the following conditions are met: a) DDA still submits a special event application, so City has knowledge of event; b) DDA is the primary event producer and applicant. c) DDA will have staff onsite during the event d) Event is free and open to the public e) Event is consistent with and in furtherance of DDA Work Plan f) Event does not conflict with a planned City event g) All City ordinances/requirements for deadlines are met. h) All City ordinances/requirements for insurance are met. i) All City ordinances/requirements for alcohol licenses are met. j) DDA will pay other costs, including costs for police, fire, parking, sanitation fees, business tax, and staff costs. k) DDA will provide a security deposit, in accordance with City policy

SECTION 5:

CRA’S FUNDING OBLIGATIONS

5.1 DDA Work Plan Funding. The CRA acknowledges that the items contained in the Work Plan contained in Exhibit A are supportive of the approved CRA Redevelopment Plan, as amended.

5.1.1 For each year of the term of this Agreement, the CRA shall provide to the DDA, for purpose of funding the Work Plan (the “DDA Work Plan Funding”), an amount calculated as follows: (i) 95% of the revenue to be generated by the DDA on a full 2.00-mill levy based on certified values as provided by the Palm Beach County Property Appraiser’s Office (the “PAO”); reduced by (ii) to the extent any of the DDA 2nd Mill is levied, the amount of the DDA 2nd Mill which is exempted; reduced by (iii) an amount equivalent to any DDA Assessments on properties within its boundaries; and further reduced by (iv) any monies previously allocated to fund programs or projects within the Work Plan.

5.1.2. The CRA, subject to the provisions set forth in this Agreement, shall annually provide, to the DDA the DDA Work Plan Funding on or before January 15th.

5.1.3. The amount payable to the DDA in each Fiscal Year for funding the Work Plan will not exceed the amount equal to 2 mills of ad valorem taxation for the DDA District, as calculated based on final certified values by the PAO.

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5.1.4. The CRA and the DDA hereby agree that the CRA funding obligation of the DDA Work Plan under this Agreement should be payable solely from available tax increment revenues deposited in that certain Redevelopment Trust Fund created on September 10, 1984 pursuant to Section 163.387, Florida Statutes (the “Increment Revenues”), in amounts equal to the DDA Work Plan Funding for each year. Such payment of Increment Revenues and obligation of the CRA to pay the Increment Revenues to the DDA is (a) subordinate and inferior to (i) the CRA’s pledge of Increment Revenues to pay debt service on the Capital Improvement Revenue Bonds, Series 1998, issued by CityPlace Community Development District in the amount of $55,155,000 to fund construction of public infrastructure and public parking within the CityPlace Project, as provided in the Interlocal Agreement dated as of October 9, 1998, as amended, among the City, the CRA and the CityPlace Community Development District (the “CDD Interlocal Agreement”); (ii) the obligation of the CRA to pay Increment Revenues under that certain Development Agreement between the CRA and Renaissance Partners dated March 9, 1998 (the “Renaissance Agreement”) and approved in CRA Resolution No. 9813; (iii) all future obligations incurred by the CRA, including bonds issued by the CRA, secured by or payable from Increment Revenues, unless such additional obligations are by their terms expressly on a parity with or subordinate and inferior to the payment of the DDA Work Plan Funding hereunder (the “Future Obligations”), including the CRA’s pledge of Increment Revenues to pay debt service on the Tax Increment Revenue Bonds, Series 2006A in the amount of $77,175,000, and the Subordinate Tax Increment Revenue Bonds, Series 2006B, in the amount of $10,355,000, issued by the CRA to fund construction of a public library, public parking garage facility, waterfront park, and infrastructure, streetscape and seawall improvements; and (iv) the CRA Interlocal Obligations (as defined in that certain Omnibus Subordination Amendment to Interlocal Agreement dated December 6, 2004 between the City and the CRA), and (b) on a parity with (i) the obligation of the CRA to pay Increment Revenues under that certain Interlocal Agreement dated June 19, 2006 between the City and the CRA relating to Public Service Tax Bonds (the “Public Service Tax Bonds Interlocal Agreement”) and (ii) the obligation of the CRA to pay Increment Revenues under that certain Interlocal Agreement dated July 17, 2006 between the City and the CRA relating to the SunTrust Loan (the “SunTrust Loan Interlocal Agreement”). The DDA acknowledges and agrees that the Increment Revenues are not pledged to the payment of the DDA Work Plan Funding and will only be available to satisfy the obligations of the CRA hereunder after the CRA has satisfied each year its obligations under the CDD Interlocal Agreement, the Renaissance Agreement, the Future Obligations (other than any Future Obligations which by their terms are expressly on a parity with or subordinate and inferior to the payment of the Loan CRA Obligations hereunder) and the CRA Interlocal Obligations and will be on a parity with the CRA obligations under the Public Service Tax Bonds Interlocal Agreement and the SunTrust Interlocal Agreement, all in accordance with the provisions thereof.

5.1.5. The CRA may suspend its obligation to provide the DDA Work Plan Funding for the next fiscal year by following the procedure in sub-section 5.1.6 if the CRA determines, in its sole discretion, that: (a) The activities to be funded by the DDA do not further the Approved CRA Plan, as specified within this Agreement; or

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(b) The DDA’s activities have not been conducted in a diligent, thorough and professional manner consistent with good business practice; or (c) The DDA’s expenditures are not in furtherance of the Work Plan.

5.1.6. The CRA may suspend its obligation to provide the DDA Work Plan Funding for the next fiscal year, in accordance with the following procedure. The CRA may only suspend the funding at a public hearing after providing public notice of the hearing complying with the notice requirements contained in Florida Statutes Section 163.387(2)(d)(3), and providing written notice to the DDA at least seven (7) days prior to the hearing. The written notice to the DDA must include the reason the CRA is considering suspending the funding, citing the applicable portion of sub-section 5.1.5, and the DDA may address that reason prior to or at the public hearing called to consider the suspension of the funding. An affirmative vote to suspend the funding must occur at the public hearing prior to August 22nd in order for the CRA to suspend the funding for the following fiscal year. If the CRA does not suspend the DDA Work Plan Funding at a public hearing prior to August 22nd of any preceding fiscal year, the funding shall remain in full force and effect for the next fiscal year.

SECTION 6: 6.1

TROLLEY ROUTE 1 ADMINISTRATION

Route 1 Trolley Administrator.

6.1.1 The City hereby designates the DDA to oversee the daily administration of Route 1 trolley operation services and serve as the City’s Trolley Administrator for Route 1, with such authority as specifically provided in this Section 6 of this Agreement.

6.1.2 The DDA hereby agrees to oversee the daily administration of Route 1 trolley operation services and serve as the City’s Trolley Administrator for Route 1, with such authority as specifically provided in this Agreement and as set forth in the Trolley Operating Agreement between the City and the trolley operator. The DDA shall ensure that, with respect to Route 1, the trolley operator is in compliance with the Trolley Operating Agreement with the City, a copy of which is attached to this Agreement as Exhibit B. The DDA shall participate in the regular monthly management meetings with the trolley operator.

6.1.3 The DDA hereby acknowledges that the City’s agreement with the Trolley operator will expire in the near future and the City is considering various options for providing trolley services. The DDA acknowledges that it is anticipated that this Agreement will be modified during its term to reflect changes to the trolley operations, once determined by the City.

6.2

Route 1.

Route 1: Clematis/CityPlace route, approximately 1.2 miles long, as depicted (in red) on Exhibit C.

6.3

Modification to Operating Times and Stops.

6.3.1 , The DDA may, without prior City approval, and in response to special events, holidays, road closures and the needs of the downtown businesses, direct the City’s trolley operator to reasonably alter the stops and hours of operation for Route 1 trolleys, so long as the

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modification does not diminish or increase the estimated base hours for such route by more than 10% of the estimated operating hours per week (estimated at 250 hours for staff and administration).

6.3.2 In the event the DDA proposes modifications to the operating time and/or stops for Route 1 that may exceed or decrease the estimated base hours for Route 1 (12,034 per year for staff and administration) by more than 10%, the DDA shall make such proposal in writing to the City. If the DDA agrees to fund all additional costs under the trolley operator contract, the City shall, with the assistance of the DDA, negotiate terms for such proposal with the trolley operator and shall enter into a written amendment to the trolley operation agreement with the trolley operator. In additional, all parties shall execute a written amendment to this Agreement establishing the DDA funding of the operation modifications. If the DDA does not agree to fund all additional operating costs of its proposed modifications, the City, in its sole discretion, may elect to negotiate terms for such proposal with the trolley operator. Any such proposal shall only be effective if the City enters into a written amendment to the trolley operation agreement with the trolley operator; and, if necessary, a written amendment to this Agreement is executed by all parties establishing the funding of the operation modifications.

6.4

Modification to Route 1.

6.4.1 The DDA is hereby authorized, without prior City approval, to direct the City’s trolley operator to make minor temporary adjustments to the Route 1 route in response to special events, holidays, road closures and similar situations. Trolley services on the established Route 1 route shall resume as soon as possible, and not more than ten (10) days after the cause of the route modification has passed/is cured.

6.4.2 In the event the DDA believes a modification to the Route 1 route is necessary to better serve the downtown businesses and the public, the DDA shall make such recommendation to the City in writing. The City shall coordinate notification to and obtaining approval(s) from the Federal Transit Administration (FTA)/South Florida Regional Transit Authority (SFRTA) for such route change. No changes shall be made to the Route 1 route if objected to by the FTA/SFRTA. 6.4.3 In the event the DDA proposed modifications to Route 1 route may increase or decrease the estimated base hours for Route 1 (12,034 hours per year for staff and administration) by more than 10% (and FTA/SFRRTA does not object): (a) If the DDA agrees to fund all additional costs under the trolley operator contract, the City shall, with the assistance of the DDA, negotiate terms for such Route 1 modification with the trolley operator and shall enter into a written amendment to the trolley operation agreement with the trolley operator. In additional, all parties shall execute a written amendment to this Agreement establishing the DDA funding of the modifications. (b) If the DDA does not agree to fund all additional operating costs of its proposed route modification, the City, in its sole discretion, may elect to negotiate terms for such route modification with the trolley operator. Any such proposal shall only be effective if the City enters into a written amendment to the trolley operation agreement with the trolley operator; and, if necessary, a written amendment to this Agreement is executed by all

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parties establishing the funding of the route modifications.

6.5 Payment of Route 1 Invoices. The DDA shall be responsible for directly paying to the City’s trolley operator all invoices for the Route 1 trolley operations so long as the CRA continues to fund the DDA Work Plan and fully fund trolley operations for Route 1 in accordance therewith. The DDA shall make payment to the trolley operator within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. In the event the DDA does not timely receive a monthly invoice from the City’s trolley operator, the DDA shall notify the trolley operator and the City. The DDA shall resolve any issues regarding Route 1 invoices directly with the trolley operator.

6.6 Use by City; Additional Services; Special Events. The DDA shall not use the trolleys for additional services or special events without the prior written approval of the City. In the event DDA desires to use City’s trolleys for special events outside of trolley operating hours and when not in use for trolley service, the DDA shall make written request to the City prior to coordinating such additional service with the trolley operator. The DDA shall be solely responsible to the trolley operator for the costs and invoiced for such approved additional services.

6.7 Promotional Materials. The DDA acknowledges that pursuant to the federal grants received by the City for the trolley purchase and operations, all promotional material for the trolleys issued by City, DDA or trolley operator must be submitted to SFRTA for its information.

The City shall coordinate obtaining any required approvals from the SFRTA. The DDA shall submit at least three (3) sets of all promotional material issued by the DDA or trolley operator for Route 1 Services to the City for submittal to the SFRTA. 6.8 Federal Requirements. The DDA shall not direct the trolley operator to take or not take any action which would result in a failure to comply with the federal requirements contained in the Trolley Operating Agreement between City and trolley operator, as shown in Exhibit B, as applicable to Route 1.

6.9 Acknowledgement; Approvals. The DDA acknowledges that changes to the trolley routes, to the hours of service, to the number of trolleys in use, to the vehicles and their design, and to the “free service” nature of the trolley system, is subject to the prior written approval of the Mayor; and may require approval by the Federal Transit Administration/South Florida Regional Transit Authority (SFRTA). The City shall coordinate obtaining any required approval by the Federal Transit Administration/SFRTA.

SECTION 7:

CLEAN TEAM

7.1 The DDA shall provide exterior janitorial services in the public space of the following locations, and shall be reimbursed by the City/CRA in the amounts indicated: 7.1.1

Seaboard Train Station. a) Services shall be provided Mondays, Wednesdays and Fridays, from 9 am – 5 pm (hours subject to change as needed) b) Services include: i. Litter (loose garbage) cleanup of grounds around train station, including walkways and parking area. ii Wipe down and empty trash cans (4 cans along Tamarind Avenue).

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7.1.2

SECTION 8:

Waterfront (City docks and seawall from Banyan Blvd to Lakeview Ave.) a) Services shall be provided Sundays; 8 am – 4 pm (days and hours subject to change as needed). b) Services include: i. Litter cleanup of grounds (loose garbage) ii Wipe down and emptying trash cans) c) Services do not include restroom cleaning, event cleaning or the Meyer Amphitheatre.

LANDSCAPING SERVICES – SEABOARD TRAIN STATION

8.1 Services. The DDA shall provide the following landscaping services for the Seaboard Train Station: a) Maintain optimal growing conditions for all plant material around the perimeter of the station b) Remove trash and debris from roads and pedestrian areas to ensure a clean and tidy appearance for patrons c) Clean landscape beds of debris and errant plant material d) Provide regular fertilization to optimize growth e) Monitor the life cycle of plants and trees and provide recommendations for service f) Regular soil PH and fertilizer analysis to ensure proper composition and conditions g) Recommend tree trimmings by an Arborist 8.2

Cost. City/CRA shall pay DDA for such services in the amount of $3,000 annually.

8.3 Plant Replacement. Plant replacement is not included in the above services and costs.

Plant replacement or change out may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA. 8.4 Tree Trimming. Not more than once per year, the DDA shall provide the City with a proposal indicating trees identified as requiring trimming, along with a proposed cost estimate.

Such services may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA

SECTION 9:

LANDSCAPING SERVICES – CITY GARAGES

8.1 Landscaping Services. The DDA shall provide the following landscaping services for the Banyan Parking Garage, Clematis Parking Garage, Evernia Parking Garage and Sapodilla/Police Parking Garage, and the “Tent Site” at 801 S. Dixie Highway (until any ground lease of Tent Site by CRA becomes effective.) a) Maintain optimal growing conditions for all plant material around the perimeter of the station b) Remove trash and debris from roads and pedestrian areas to ensure a clean and tidy appearance for patrons

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c) d) e) f) g) h)

Mow grass as needed were appropriate but no less than monthly Clean landscape beds of debris and errant plant material Provide regular fertilization to optimize growth Monitor the life cycle of plants and trees and provide recommendations for service Regular soil PH and fertilizer analysis to ensure proper composition and conditions Recommend tree trimmings by an Arborist

8.2 Landscaping Services Cost. City/Parking shall pay DDA for such landscaping services in the following amounts: Banyan Garage: $855 per month = $10,260.00 annually Clematis Garage: $650 per month = $7,800.00 annually Evernia Garage: $750 per month = $9,000.00 annually Sapodilla/ Police Garage: $855 per month = $10,260.00 annually Tent Site Included Total Annual Cost (all garages) $37,320.00

8.3 Plant Replacement. Plant replacement is not included in the above services and costs.

Plant replacement or change out may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA. 8.4 Tree Trimming. Not more than once per year, the DDA shall provide the City with a proposal indicating trees identified as requiring trimming, along with a proposed cost estimate.

Such services may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA. 8.5 Irrigation System Inspections. DDA shall provide monthly irrigation system wet checks to ensure all irrigation system and components of the Banyan Garage, Clematis Garage, City Center Garage, Evernia Garage and Sapodilla/Police Garage are working properly.

8.6 Irrigation Inspection Costs. City/Parking shall pay DDA for such irrigation inspection services in the following amounts: Banyan Garage: $170 per month = 2,040 annually Clematis Garage: $135 per month = $1,620.00 annually City Center Garage: $202 per month = $2,424 annually Evernia Garage: $145 per month = $1,740 annually Sapodilla /Police Garage: $288 per month = $3,456 annually Total Annual Cost (all garages) = $11,280.00 annually 8.7 Irrigation System Repairs. Upon identification of an irrigation system or component requiring repair or replacement, the DDA shall provide the City with a proposal identifying the repair needed and the garage and specific location of the faulty component, along with a proposed cost estimate. Such services may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA.

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SECTION 10: LANDSCAPING SERVICES – CITY CENTER 10.1 Services. Effective October 1, 2020, the DDA shall provide the following landscaping services for the City Center Courtyard and Garage area: a) Maintain optimal growing conditions for all plant material around the perimeter of the station b) Remove trash and debris from roads and pedestrian areas to ensure a clean and tidy appearance for patrons c) Clean landscape beds of debris and errant plant material d) Provide regular fertilization to optimize growth e) Monitor the life cycle of plants and trees and provide recommendations for service f) Regular soil PH and fertilizer analysis to ensure proper composition and conditions g) Recommend tree trimmings by an Arborist 10.2 Cost. City/CRA shall pay DDA for such services in an amount to be determined and mutually agreed to when services begin in the fall of 2020 but, in any event, such amount shall not exceed $23,000 annually without written amendment to this Agreement.

10.3 Plant Replacement. Plant replacement is not included in the above services and costs.

Plant replacement or change out may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA. 10.4 Tree Trimming. Not more than once per year, the DDA shall provide the City with a proposal indicating trees identified as requiring trimming, along with a proposed cost estimate.

Such services may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA.

SECTION 11: PRESSURE WASHING PUBLIC SPACES 11.1 Pressure Washing Services. The City may request the DDA to provide pressure washing the following public spaces at the following costs: a) Centennial Park (from fountains to Flagler Drive, including pavers, sidewalk and stairs), at a cost of $4,800 per cleaning. b) Waterfront (Intercoastal/Lake Worth side, from Banyan Blvd. to Okeechobee Bridge) including sidewalk, pavers, seawall and stairs), at a cost of $4,200 per cleaning c) Parking Garage stairwells, including horizontal stairs and risers, walls and ceilings, handrails, at a cost of $285 per stairwell, with a minimum of 6 stairwells. d) Rapid response/emergency cleaning: When requested, DDA will obtain a proposal with pricing, including clean-up and biohazard materials waste management, and provide a copy of the proposal to the City. e) Additional streets/areas within the DDA District: DDA will obtain a proposal and pricing and provide a copy of the proposal to the City.

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11.2 Upon requests for pressure washing services from the City, the DDA shall provide the City with a proposal confirming the area to be cleaned, the anticipated schedule along with a proposed cost estimate. Such services may be provided with written approval by an Assistant City Administrator or the City Administrator after review of a written proposal and pricing from the DDA. SECTION 12: TERMINATION OF AGREEMENT 12.1 Unless otherwise terminated as provided in this Agreement, this Agreement shall continue in full force until September 30, 2024.

12.2 The City, CRA or DDA may terminate this Agreement in its sole discretion for no reason or for any reason by providing thirty (30) days’ written notice of its intent to terminate to the other parties. However, if the written notice is not communicated to the DDA by the CRA or the City prior to July 1st of any year, and the funding has not been suspended by the CRA for the next fiscal year or if the exemption has not been revoked by the City for the next fiscal year, as provided in this Agreement, the funding and the exemption shall remain in effect for the next fiscal year. The City’s or CRA’s failure to terminate the Agreement prior to July 1st of any fiscal year shall not affect the ability of the CRA to suspend the DDA Work Plan Funding or the ability of the City to revoke the exemption, prior to August 22 of any fiscal year.

SECTION 13: GENERAL PROVISIONS 13.1 No Assignment. No party shall assign or transfer this Agreement without the written consent of the other parties.

13.2 Notices. Any notices required by this Agreement shall be in writing and shall be (as elected by the party giving such notice) hand delivered by messenger, courier service or prepaid overnight delivery service, or alternatively may be sent by United States Certified Mail, with Return Receipt Requested. Notices shall be provided to the following: As to the CRA: West Palm Beach Community Redevelopment Agency 401 Clematis Street West Palm Beach, Florida 33401 Attention: Executive Director With a copy to: West Palm Beach City Attorney’s Office Post Office Box 3366 West Palm Beach, Florida 33402-3366 As to the DDA: West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, Florida 33401-5322 Attention: Executive Director With a copy to:

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Lohman Law Group, P.A. Attn: R. Max Lohman, Jr., Esq. 500 S. Australian Ave. West Palm Beach, FL 33401 As to the City: City of West Palm Beach 401 Clematis Street West Palm Beach, Florida 33401 Attention: City Administrator With a copy to: West Palm Beach City Attorney’s Office Post Office Box 3366 West Palm Beach, Florida 33402-3366 Attention: City Attorney The effective date of any notice shall be the date of delivery of the notice if by hand delivery (provided a receipt is obtained), courier service (provided a receipt is obtained) or prepaid overnight delivery service; or, if mailed, upon the date which the Return Receipt is signed or delivery is refused, or the notice is designated by the postal authorities as non-deliverable, as the case may be.

13.3.

Public Records.

13.3.1 DDA shall comply with Chapter 119, Florida Statutes, regarding public records.

DDA shall keep and maintain all documents, correspondence, reports, computer files, emails, photographs, videos, etc., prepared in order to perform the services under this Agreement. A request to inspect or copy public records relating to this Contract must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the DDA of the request, and the DDA shall provide the records to the City or allow the records to be inspected or copied within a reasonable time at the cost that would not exceed the cost allowed by law. All records stored electronically must be provided to the City, upon request, in a format that is compatible with the information technology systems of the City.

13.3.2 DDA shall ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed. Records that are exempt or confidential and exempt from public records requirements may include plans, drawings and records related to the physical security of City buildings or security systems and shall not be disclosed by DDA, except as authorized by law and specifically authorized by City.

13.3.3 Upon expiration or termination of this Agreement, DDA shall transfer, at no cost, to the City all public records in possession of DDA. DDA shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

13.3.4 Failure of the DDA to provide public records to the City within a reasonable time or allowable cost may be subject to penalties under Sec. 119.10, Fla. Stat., and may be cause for termination of the Agreement by the City, in addition to any other remedies available under the Contract or by law.

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13.3.5 IF THE DDA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DDA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY CLERK, WHO IS THE CITY’S CUSTODIAN OF PUBLIC RECORDS, AT: Office of the City Clerk City of West Palm Beach 401 Clematis Street West Palm Beach, FL 33401 561-822-1210 CityClerk@wpb.org 13.4. Right to Audit. DDA shall maintain adequate records for the Services performed under this Agreement for five (5) years following completion of the Services, or conclusion of any litigation regarding this Agreement. The City shall have the right to audit DDA’s books and records, at the City’s expense, upon prior notice, with regard to the charges billed for the Services provided to the City under this Agreement. DDA shall allow the City or its representative to interview all current or former employees to discuss matters pertinent to this Agreement. If an audit inspection in accordance with this section discloses overpricing or overcharges (of any nature) by DDA to the City in excess of one-half of one percent (.5%) of the total contract billings, (1) the reasonable costs of the City’s Internal Audit department shall be reimbursed to the City by DDA. 13.5 Severability. If any term or provision of this Agreement, or the application thereof, to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions, to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law.

13.6 Liability. No party shall be deemed to assume any liability for the negligent or wrongful acts or omissions of another party. Nothing contained herein shall be construed as a waiver by a party of the liability limits established in Section 768.28 of the Florida Statutes.

13.7 Non-Discrimination. The parties agree no person shall on the grounds of race, color, religion, sex, gender identity or expressions, genetic information, national origin, age, disability, familial status, marital status or sexual orientation excluded from the benefits of or be subjected to any form of discrimination under any activity carried out by the performance of this Agreement.

13.8 Individual Members Not Liable. No covenants, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the City or the CRA or the DDA in its, his, her, or their individual capacity, and neither the members of the governing body of the City, the CRA, or DDA, nor any official executing this Agreement, shall be liable personally, or shall be subject to any accountability, by reason of the execution of this Agreement or any act pertaining hereto.

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13.9 No General Obligation. Nothing contained in this Agreement shall constitute or create a lien or be construed or deemed to constitute or create a lien, either legal or equitable, on any of the City’s or the CRA’s or DDA’s revenues or funds. No person shall ever have the right to compel any exercise of the ad valorem taxing power of the City to make the payments herein provided against any property of the City or the CRA, nor shall this Agreement constitute a charge, lien or encumbrance, either legal or equitable, upon any property or funds of the City or the CRA, except as expressly herein provided.

13.10 No Third Party Rights. This Agreement is solely for the benefit of the City, the CRA and the DDA and no third party shall be deemed to have any rights hereunder.

13.11 Litigation; Venue; Waiver of Jury. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law. The parties submit to the jurisdiction of Florida courts. The parties agree that proper venue for any suit concerning this Agreement shall be Palm Beach County, Florida. In any litigation arising under this Agreement, each party shall bear its own costs and attorney fees. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT. 13.13 Waiver. It is hereby agreed to by the parties that no waiver of breach of any of the covenants or provisions of this Agreement shall be construed to be a waiver of any succeeding breach of the same or any covenant.

13.14 Entire Agreement. This Agreement expresses the entire agreement of the parties, and no party shall be bound by any promises or representations, verbal or written, made prior to the date hereof which are not incorporated herein.

13.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but together such counterparts shall constitute only one instrument.

13.16 Conflicts. To the extent this Agreement conflicts with any prior Agreement between or among the parties, this Agreement shall govern and prevail.

13.17 Filing and Effective Date. This Agreement shall become effective immediately upon the execution by the proper officers of the DDA, CRA and City, and upon filing with the Clerk of the Circuit Court of Palm Beach County, Florida, as required by Section 163.01(11), Florida Statutes.

[The remainder this page intentionally left blank.]

18 CRA/DDA/City Interlocal 23818 121019

IN WITNESS WHEREOF, the undersigned parties have signed this Interlocal Agreement regarding the DDA Work Plan, Exemption for the Tax Increment Portion of the 2nd Mill of Ad Valorem Tax and Operation of the Trolley System, as of the last date indicated below.

WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY

Attest:____________________________ Secretary

By:________________________________ Keith A. James, Chair

CRA General Counsel Approved as to form and legaity By:______________________

Date:____________________, 2019

CITY OF WEST PALM BEACH

Attest:____________________________ City Clerk

By:________________________________ Keith A. James, Mayor

City Attorney’s Office Approved as to form and legality By:_______________________

Date:_____________________, 2019

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

Attest:____________________________ Raphael Clemente, Executive Director

By:________________________________ Robert Sanders, Chair

DDA General Counsel Approved as to form and legal sufficiency By:_______________________ R. Max Lohman, Esq.

Date:

19 CRA/DDA/City Interlocal 23818 121019

, 2019

EXHIBIT A DDA 2020 WORK PLAN

20 CRA/DDA/City Interlocal 23818 121019

EXHIBIT B TROLLEY OPERATING AGREEMENT

21 CRA/DDA/City Interlocal 23818 121019

MEMO To:

DDA Board

Bob Sanders, Chairman Rick Reikenis, Vice Chairman Lisa Gerard Mary Hurley Lane William Jacobson Cynthia Nalley Upendo Shabazz

From: Raphael Clemente RE:

Business Incentive Grants

Date:

Tuesday, December 17, 2019

PROGRAM OVERVIEW The Business Incentive Grant program offered by the West Palm Beach Downtown Development Authority (DDA) provides funding to new businesses or existing businesses within the DDA District to assist with significant, permanent modifications to existing Downtown buildings. Through this program, the DDA encourages major tenant improvements necessary for successful tenancy of commercial spaces. The goal of this program is to attract the desired mix of uses to the Downtown and assist with the rehabilitation of commercial properties.

GRANT DETAILS Up to 25% of Total Improvement Cost for Leasehold Improvements (must stay with building) Maximum allowable amount not to exceed $50,000 (Incentive Boundary) If awarded a Business Incentive program grant the reimbursement terms are: 100% paid upon completion of qualifying leasehold improvements (as determined by City of West Palm Beach officials), proof of paid invoices for the improvements and Business Tax Receipt occupies the space and opens for business.

(Subject to West Palm Beach DDA Grants Review Committee and Board Approval) 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Ph: 561.833.8873 Fax: 561.833.5870 * DowntownWPB.com

The committee members are Allison Justice, CRA; Raphael Clemente, DDA and Rick Reikenis, DDA Board Member and Downtown Business Owner - Reikenis &Associates, LLC. The Business Incentive Committee met on Wednesday, December 4, 2019 to review seven (3) business incentive grant applications.

American Craft Aleworks – 200 Clematis Street BRK Republic – 525 Clematis Street Anchor Wealth Management Group – 120 South Olive Ave, Ste. 404 Staff will be presenting each applicant and committee’s recommendations for funding for approval.

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

MEMO To:

DDA Board

Bob Sanders, Chairman Rick Reikenis, Vice Chairman Lisa Gerard Mary Hurley Lane William Jacobson Cynthia Nalley Upendo Shabazz

From: Raphael Clemente, Executive Director RE:

Rosemary Square MOU

Date:

December 17th, 2019

Staff seeks approval to enter into a Memorandum Of Understanding with Rosemary Square, to define various elements of a partnership including security, marketing, and event promotions.

Staff has prepared a presentation describing the critical elements of the partnership.

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

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is made as of the day of July, 2019 (the “Effective Date”), by and between the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY (the “DDA”) located at 301 Clematis Street, Suite 200, West Palm Beach, FL 33401, THE CITY OF WEST PALM BEACH (the “City”) located at 401 Clematis Street, West Palm Beach, FL 33401 and CITYPLACE RETAIL, LLC (“Rosemary Square,” and together with the DDA, the “Parties”).

WHEREAS, the property located at 700 S. Rosemary Avenue (the “Project”), which a portion lies within the existing DDA and was originally constructed through a public / private partnership with the City of West Palm Beach, the West Palm Beach Community Redevelopment Authority (the “CRA”) and the CityPlace Community Development District (the “CDD”), and now serves as a primary destination within the City of West Palm Beach, and WHEREAS, to improve the overall collaboration between Rosemary Square, the City, and the DDA, it is proposed that the Parties enter into a proposed partnership that will improve overall marketing, accessibility, event programming and security efforts, and WHEREAS, the DDA and the City wish to partner with Rosemary Square in the aforementioned efforts.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: I.

TERM. This MOU shall remain in effect until the date that ends three (3) years from the Effective Date of this MOU.

II.

DDA RIGHTS AND OBLIGATIONS. A.

The DDA will take the lead in creating a central marketing effort for the Downtown District, which will include Rosemary Square as one of the primary sub-districts. These efforts will include the creation of a ‘marketing co-op’ which will be established to include major stakeholders in an effort to jointly market the Downtown area. These may include the City, the CRA, the CCD, the DDA, Rosemary Square, the Kravis Center for Performing Arts, the Palm Beach County Convention Center, the Norton Museum of Art, the Palm Beach Cultural Council, and Virgin Trains USA.

B.

The DDA will fund and manage the operation of the Trolley System and ensure that the route continues to include designated stops in CityPlace.

C.

The DDA will collaborate with Rosemary Square and other partners to produce and promote a to be further defined number of events each year. Costs associated with producing events, ad placements, professional services, and other elements related to carrying out the work defined in this section shall be mutually agreed upon all parties on a case by case basis.

1

Memorandum of Understanding between Rosemary Square and the DDA

III.

IV.

D.

The DDA shall serve as a liaison between the City police department, Rosemary Square and the private security contractor serving the Downtown to streamline security efforts for those portions of the Project that currently lie within the DDA. [In addition, a joint effort shall be made by the City, the DDA and Rosemary Square to coordinate broader City led security efforts, particularly on high utilization times.

E.

The DDA shall indemnify, save, defend and hold Rosemary Square, its officials, agents, employees and representatives from any and all claims, suits or causes of action arising from the terms of this agreement or any involvement by the DDA related to same, harmless, and shall provide proof of insurance acceptable to Rosemary Square for the duration of this MOU.

ROSEMARY SQUARE RIGHTS AND OBLIGATIONS. A.

For those public events held at Rosemary Square in cooperation with the DDA, Rosemary Square shall permit the events and provide the required location to host said events.

B.

Commit staff time/marketing personnel and make Rosemary Square creative agencies available for collaboration and involvement with the proposed ‘marketing co-op.�

C.

Make private security personal available for proposed events.

D.

Rosemary Square shall indemnify, save, defend and hold the DDA, its officials, agents, employees and representatives from any and all claims, suits or causes of action arising from the terms of this agreement or any involvement by the Rosemary Square related to same, harmless, and shall provide proof of insurance acceptable to the DDA for the duration of this MOU.

FEES. Rosemary Square will provide $135,000 annually to the DDA in support of the efforts defined in the agreement, to be paid in quarterly installments of $33,750] commencing on _______________.

VI.

AMENDMENT AND WAIVER. The provisions of this MOU may be amended or waived only with the prior written consent of the DDA and Rosemary Square, and no course of conduct or failure or delay in enforcing the provisions of this MOU will affect the validity, binding effect or enforceability of this MOU.

VII.

SEVERABILITY. Whenever possible, each provision of this MOU will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this MOU is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability will not affect any other provision, but this MOU will be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.

2

Memorandum of Understanding between Rosemary Square and the DDA

VIII.

COUNTERPARTS. This MOU may be executed in separate counterparts, each of which will be deemed to be an original and both of which taken together will constitute one and the same MOU. MEMORANDUM OF UNDERSTANDING SIGNATURES

For:

West Palm Beach Downtown Development Authority 301 Clematis Street, Suite 200 West Palm Beach, FL 33401

Raphael Clemente, Executive Director

For:

Date

CityPlace Retail, LLC 700 S. Rosemary Avenue West Palm Beach, FL 33401

Gopal Rajegowda, Vice President

Date

3

MEMO To:

DDA Board

Bob Sanders, Chairman Rick Reikenis, Vice Chairman Lisa Gerard Mary Hurley Lane William Jacobson Cynthia Nalley Upendo Shabazz

From: Raphael Clemente, Executive Director RE:

CREOS Impulse

Date:

December 17th, 2019

Creos’ Impulse is an interactive art installation designed to be installed in public spaces. DDA staff has worked with Creos to bring their “see-saws” to Downtown for two months, between February 15, 2020 to April 14, 2020. Staff is seeking board approval for the agreement.

Impulse is a person activated light and sound experience. Open space will be transformed into a place for urban play through a series of interactive illuminated see-saws that respond and transform when put into motion by people. When not in use, the see-saws will stabilize to the horizontal and remain at a lower glowing level. When activated by users and inclined, the see-saws, augmented by LED lights and speakers, will increase in light intensity and emit a randomized sound sequence. This variation in intensity aims to animate the public space and its occupants. Impulse will be an ever-changing urban composition and urban instrument, in which city dwellers are the musicians and artists.

Staff has prepared a presentation describing the project.

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

ARTWORK RENTAL AGREEMENT THIS AGREEMENT is hereby made and entered into this ____ day of October, 2019, (the “Effective Date”) by and between Creos Experts-Conseils Inc, a corporation duly incorporated under the laws of the Province of Québec, Canada, (“Creos”), having its principal place of business at 1-1375, rue des Marie-Victorin, Saint-Bruno-de-Montarville, Québec, J3V 6B7 and the West Palm Beach Downtown Development Authority, an Independent Special District organized and existing under the laws of the State of Florida (“DDA”), having its principal place of business at 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401 in collaboration with the West Palm Beach Arts and Entertainment District, Inc., a Florida Not for Profit Corporation (“WPB A&E”) having its principal place of business at 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401 (collectively, “Clients”).

PREAMBLE WHEREAS Partenariat du Quartier des Spectacles owns the artwork entitled Impulse (the “Artwork”) which Creos is allowed to rent and present to third parties outside of Montreal; and WHEREAS Clients desire to rent the Artwork from Creos and present it in West Palm Beach, Florida, from February 15, 2020 until April 14, 2020; and WHEREAS Creos desires to rent the Artwork to Clients for presentation in West Palm Beach, Florida, from February 15, 2020 until April 14, 2020; NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.

OBJECT AND DATE OF COMING INTO FORCE:

Page 1 of 12

1.1.

The Preamble and the Appendices A through E attached hereto form an integral

part of this Agreement (the “Agreement”).

1.2.

The Parties undertake to provide their respective services, expertise, products in

order to produce in collaboration the Artwork in West Palm Beach, Florida, from February 15, 2020 until April 14, 2020, in accordance with the Specifications set forth in Appendix A, the Production Schedule set forth Appendix C and the Manpower and Security Request set forth in Appendix D to this Agreement.

2.

BUDGET AND FINANCIAL STRUCTURE: 2.1.

All monetary sums are in United States (“US”) Dollars.

2.2.

As compensation for the rental and the presentation of the Artwork in West Palm

Beach, Florida, Clients will pay to CREOS upon presentation of its invoices the total sum of Sixty Thousand Six Hundred Forty-nine Dollars and 05/00 Dollars (US $60,649.05) as reflected in the Budget, Appendix B, in accordance with the following schedule: 2.2.1. Twenty Thousand Two Hundred Sixteen Dollars 35/100 (US $20,216.35) on the date of execution of this Agreement; 2.2.2. Twenty Thousand Two Hundred Sixteen Dollars 35/100 (US $20,216.35) on February 15, 2020; and, 2.2.3. Twenty Thousand Two Hundred Sixteen Dollars 35/100 (US $20,216.35) on April 14, 2020.

The invoices shall be payable by check and sent via certified mail.

Transit number Institution (Banque Nationale du Canada) Account Swift Code

Page 2 of 12

13231 006 0030468 BNDCCAMMINT

Creos recognizes that the DDA is an Independent Special District created pursuant to Florida Law and, as such, is not required to pay Federal or state excise or sales taxes on direct purchases of tangible personal property (goods) and services. Creos further recognizes that Clients are not citizens or residents of Canada and are not subject to the Excise Tax Act and is exempt from registration under subdivision d of division V of part IX of that Act and Clients have executed the Excise tax Act document attached to Appendix E. Clients will not pay for any excise, use or property taxes levied on Creos nor for any taxes levied in relation to Creos’ employees.

2.3.

All transportation costs are finals and based on a delivery between 8am and 5pm.

Date and time will be provided 2 weeks prior to installation date. If there are any additional fees due to external circumstances outside of Creos’ and its transportation company’s control, Creos shall notify Clients before incurring said additional fees and the Parties shall determine at that time whether Clients will agree to pay said fees and/or whether or not to terminate this Agreement in the event Clients decline to pay said fees.

2.4.

In addition to the Budget set forth in Appendix B, Clients will also be responsible

for obtaining and paying for the Manpower and Security Request set forth in Appendix D. 2.5.

Fiscal Funding Out – Clients’ performance and obligation to pay under this

Agreement is contingent upon an annual appropriation by the DDA. The DDA shall be the final authority as to the availability of funds for this Agreement and as to what constitutes an “annual appropriation” of funds to perform pursuant to this Agreement. If such funds are not appropriated or available for the Agreement’s purpose, such event shall not constitute a default by Clients. DDA agrees to notify Creos in writing at the earliest possible time if funds are not appropriated or available to enable Clients to perform and pay under this Agreement.

Page 3 of 12

3.

PRESENTATION OF THE ARTWORK: 3.1.

Creos hereby designates BenoĂŽt Lemieux as the person responsible to take all

decisions for said Party. Clients hereby designate Teneka James-Feaman as the person responsible to take all decisions for said Party.

3.2.

Clients undertake to approve the different milestones of the project within five (5)

business days following submission by Creos in person or by e-mail.

4.

CREOS OBLIGATIONS: Subject to Clients abiding by its obligations as per this Agreement, Creos undertakes to: 4.1.

Organize the preparation, transport, installation and dismantling of the Artwork on

the site.

4.2.

Provide necessary equipment and material, technical services and human resources

to produce the Artwork as indicated in Appendix A. 4.3.

Make the necessary adjustments to the Artwork for its presentation at the Site, in

consultation with Clients.

4.4.

Coordinate the production team, ensure the follow-up and respect of the Budget,

prepare and transmit the project reports determined by the Parties.

4.5.

Respect the Production Schedule as set forth in Appendix C.

4.6.

Determine, in consultation with Clients, the credits to be attributed in relation with

the Artwork.

5.

CLIENTS OBLIGATIONS: Subject to Creos abiding by its obligations as per this Agreement, Clients undertake to: 5.1.

Provide necessary equipment and material 5.1.1. Electrical source 5.1.2. Manpower (Appendix D)

Page 4 of 12

5.1.3. Public and equipment security 5.1.4. Handling equipment 5.1.5. Operate and store the Artwork as indicated in Appendix A 5.2.

Collaborate with Creos in the production of the Artwork.

5.3.

Subject to the limitations set forth in Section 768.28, Florida Statutes, indemnify

defend and hold harmless from any and all liability Creos, Partenariat du Quartier des Spectacles, their officers, directors, employees, agents and representatives (collectively the “Indemnified Parties”), against any and all claims, losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by an Indemnified Party, arising out directly or indirectly of the presentation or use of the Artwork by Clients, unless such damages are directly caused by Creos’ fault.

5.4.

Ensure to Creos access to the site – West Palm Beach, Florida - for the production

of the Artwork, and ensure the secure guard and control of the Artwork during production, installation, presentation and storage phases. Are you requesting security be on-site during the installation?

5.5.

Obtain and maintain the minimum insurance coverages set forth below. By

requiring such minimum insurance, Creos shall not be deemed or construed to have assessed the risk that may be applicable to Clients under this Agreement. Clients shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. Clients are not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

5.5.1. Commercial General Liability: Premises and Operations Personal Injury/Advertising Injury

Page 5 of 12

Products/Completed Operations Property Insurance: Property of Others or Rented Property 5.5.2. Limits Required: Products/Completed Operations Aggregate $2,000,000 Each Occurrence Limit $2,000,000 Personal/Advertising Injury $2,000,000 All Risks at replacement cost “Artwork” Clients shall have no liability to Creos or to Partenariat du Quartier des Spectacles for the replacement cost for the Artwork beyond whatever payment is made on any claim therefor by Clients’ insurers.

Clients shall name Creos, Partenariat du Quartier des Spectacles and their respective officers, employees, agents, and volunteers as Additional Insureds. Such insurance may not be cancelled during the term of this Agreement unless thirty (30) days advance written notice via certified mail is provided to Creos.

6.

INTELLECTUAL PROPERTY: 6.1.

Subject to Clients abiding by all its obligations as per this Agreement, Clients are

only permitted to physically exhibit the Artwork at West Palm Beach, Florida, from February 15, 2020 until April 14, 2020. Clients shall not assign, convey, sublicense, or transfer this right to exhibit the Artwork. Except as expressly permitted by this Agreement, Clients shall have no right to alter, modify, or create derivative works of the Artwork.

6.2.

Subject to Clients abiding by all its obligations as per this Agreement, including the

requirements to identify Lateral Office and CS Design as the artist, Clients shall have for an unlimited period of time starting on December 1, 2019 a limited, non-exclusive right, with no right

Page 6 of 12

to sublicense, to make copy, license and distribute images and recordings of the Artwork as displayed at West Palm Beach, Florida, from February 15, 2020 until April 14, 2020 throughout all media analog, digital, and through any technology now known or hereafter devised, for promotional purposes (and not for any commercial purpose) only in connection with the presentation of the Artwork at West Palm Beach, Florida, from February 15, 2020 until April 14, 2020. For clarity, any sale or exchange of such images, video, or recordings in exchange for compensation, monetary or otherwise, shall be deemed a commercial purpose.

7.

CREDITS: 7.1.

The name and logo of Designer team and Partenariat du Quartier des Spectacles

must appear in all publicity or promotion associated with the Artwork including without limitation any program, poster, web site, publicity (printed, radio, television, web or other), promotion on social networks, press relations, including press releases, press conferences etc. All such use must be submitted to Creos for its prior written approval. All artwork must be sent upon execution of the agreement or no later than the receipt of first payment.

7.2.

Clients shall post a sign visible to the public at or on each piece of Artwork that

states the name of the Artwork, the name of the artist and Partenariat du Quartier des Spectacles.

All such signage shall be subject to written preapproval by Creos.

7.3.

The following credits must appear on all public mentions of the Artwork. Size and

placement to be determined by Partenariat du Quartier des Spectacles: “Creation and execution: Lateral Office and CS Design” “Production: Quartier des Spectacles Partnership, Montreal, Canada.”

7.4.

Clients undertake to abide by Creos’ directives pertaining to all credits in relation

with the Artwork, including without limitation the size and location of credits.

Page 7 of 12

8.

REPRESENTATIONS AND WARRANTIES: 8.1.

Each Party warrants that it has the necessary authority to sign the present

Agreement[SW1].

8.2.

Each Party warrants that it has the capacity to exercise the required rights to

conclude and execute the present Agreement.

8.3.

Each Party warrants that it is not the object of any claim, legal action, or other

litigation in a court of justice or other organization of competent jurisdiction in Canada, the United States of America, or elsewhere in the world, that may negatively affect the production, presentation, and exploitation of the Artwork.

8.4.

Each Party warrants that it is not party to any agreement that may be in conflict

with its obligations as per this Agreement.

8.5.

The present Section 8 shall remain in force after the expiration or termination of

this Agreement for any reason.

9.

EXPIRATION AND TERMINATION OF THE AGREEMENT: 9.1.

A Party may terminate this Agreement effective upon written notice to the other

Party if the other Party has breached any material obligation under this Agreement, or any of its representations or warranties under this Agreement are inaccurate in any material respect, and such breach or inaccuracy is not cured within thirty (30) days after written notice of such breach is provided by the nonbreaching Party to the breaching Party. Upon any termination, all licenses granted hereunder shall terminate, and Creos shall take possession of the Artwork.

Page 8 of 12

9.2.

Clients may terminate this agreement upon 45 days written notice to Creos and will

pay Creos any sums then due and owing as per paragraph 2.2 of this Agreement.

10.

ASSIGNMENT TO A THIRD PARTY: No Party may assign this Agreement without the prior written approval of the other Party.

11.

NOTICES: Every notice to be given as per this Agreement must be given in writing and must be

delivered by hand, or registered mail or by fax to the following addresses: CLIENTS:

CREOS:

West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Teneka James-Feaman, Associate Director 561-833-8873 TJames@DowntownWPB.com

CREOS 1 - 1375 rue Marie-Victorin Saint-Bruno-de-Montarville (Québec) J3V 6B7 c/o Benoît Lemieux CEO Phone 514 360-5774 ext 102 benoit.lemieux@creos.io

West Palm Beach Arts and Entertainment District, Inc. 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Teneka James-Feaman, Secretary 561-833-8873 TJames@DowntownWPB.com With Courtesy copy to: R. Max Lohman, Esq. Lohman Law Group 500 S. Australian Avenue Suites 539-540 West Palm Beach, FL 33401 561-203-8208 max@lohmanlawgroup.com 12.

GENERAL:

Page 9 of 12

12.1.

If any portion of this Agreement is rendered invalid or otherwise unenforceable

under applicable laws and regulations or by a governmental, legal or regulatory authority with jurisdiction over the Parties, then the remainder of this Agreement will continue in full force unless such continuance will deprive one of the Parties of a material benefit hereunder or frustrate the main purpose(s) of this Agreement. It is the intention of the Parties to this Agreement, and the Parties hereto agree, that in lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, the court shall supply as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible.

12.2.

The negligence or delay by any party herein in the exercise of its right or recourse

under the Agreement will not, in any way, be interpreted as a renunciation of that right or recourse.

12.3.

This Agreement, its interpretation, application, validity and effects are subject to

the laws in force in the State of Florida. The Parties agree that any dispute related to this Agreement, its interpretation or its application, will be submitted to mediation in the State of Florida. The Parties undertake to participate in good faith to at least one (1) mediation session by delegating one (1) person with decision authority; the mediator will be chosen by the Parties.

12.4.

In case the Parties do not find an amicable settlement through said mediation, said

dispute will be subject to the Courts of the jurisdiction of the State of Florida; venue to be in Palm Beach County, Florida.

12.5.

This Agreement, including its Appendices, constitutes the entire agreement

between the Parties, and supersedes all prior proposals, agreements, and other communications, written or oral, relating to the subject matter hereof and thereof.

Page 10 of 12

12.6.

No supplement, modification or amendment of this Agreement shall be binding

against a Party, unless executed in writing by a duly authorized representative of such Party.

12.7.

The Parties undertake to execute all documents useful or necessary to the full

execution of this Agreement.

12.8.

This Agreement may be executed in two or more counterparts, each of which shall

be deemed an original and all of which shall constitute one instrument in two or more counterparts.

This Agreement may be executed and transmitted by fax or email (in pdf format); it will have the same force and effect as if it had been signed by the Parties simultaneously. The signatures on said faxed or e-mailed copy are considered as original signatures.

12.9.

Nothing herein shall be construed to create a joint venture or partnership between

the Parties hereto or an employee/employer relationship. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

13.

FLORIDA PUBLIC RECORDS LAW: Pursuant to Section 119.0701(2)(b), Florida Statutes, Creos must: 1. Keep and maintain public records required by the public agency to perform the service.

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

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

4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the

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public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records.

All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency.

IF CREOS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CREOS'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 561-833-8873, TJames@DowntownWPB.com, 300 Clematis Street, Suite 200, West Palm Beach, FL 33401.

IN WITNESS WHEREOF, the Parties have signed this Agreement on October ______, 2019.

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

CREOS

_______________________________ Robert Sanders, Esq. Chairman

______________________________ Benoît Lemieux CEO

WEST PALM BEACH ARTS AND ENTERTAINMENT DISTRICT

_______________________________ Teneka James-Feaman Executive Director Approved as to Legal Sufficiency:

______________________________ R. Max Lohman, Esq.

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