February

REGULAR BOARD MEETING Downtown Development Authority Tuesday, February 18, 2020 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS •

Tri Rail Station Improvements

•

Downtown Command Position, Introduction and Q&A

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting January 21, 2020

•

Financial Statements of January 31, 2020

Uyen Dang Lt. Frank Distefano Robert Sanders

OLD BUSINESS (Action Required) •

Blue Line Trolley update

Catherine Ast

•

Landscaping Services Contract Amendment

Catherine Ast

NEW BUSINESS (Action Required) •

Wayfinding Interlocal Agreement

ANNOUNCEMENTS ADJOURNMENT

Ph: 561.833.8873 Fax: 561.833.5870 www.downtownwpb.com

Raphael Clemente

300 Clematis Street, Suite 200 West Palm Beach, FL 33401 MINUTES Regular Board Meeting Downtown Development Authority January 21, 2020

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

Guests in attendance included Allison Justice, Christina Romelus, and Joseph Scondotto.

CALL TO ORDER Chairman Sanders called the meeting to order at 11:40 a.m.

PUBLIC COMMENTS No public comments.

PRESENTATIONS Downtown Neighborhood Association (DNA) Update Nalley provided an update on 2019 programming and financials on behalf of the DNA. She reviewed the changes made to the association this year included removing the membership fee and adding new board members. Nalley then provided an overview of the DNA’s plans for the new year; including identifying new projects for volunteer committees to pursue and will also be utilizing an intern this summer to help achieve goals.

CONSENT CALENDAR Minutes of Regular Board Meeting of December 17, 2019 Board Action: Shabazz made a motion to approve the Minutes of December 17, 2019 Regular Board Meeting. Reikenis seconded the motion. The motion passed unanimously.

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

OLD BUSINESS Police Athletic League Clemente explained that staff met with Christina Romelus, PAL Executive Director, to develop the sponsorship agreement included in the board packet. The sponsorship is very similar to last year’s agreement with the dates of payment adjusted. Staff requests Board approval to renew the DDA’s sponsorship of PAL’s programs in 2020, in the amount of $31,000; $25,000 in cash and $6,000 in-kind.

Romelus added that the PAL center has been closed for the month of January to revamp and train new employees. She invited the board to the grand reopening celebration on February 1st.

Board Action: Reikenis made a motion to approve the sponsorship agreement.

Gerard 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

Police Command Position Clemente provided an update to the board regarding the WPB Police Departments request to fund a Police Command Position for Downtown addressing previous concerns. Due to staffing shortages and funding constraints, the Police Department has requested assistance with funding for the Lieutenant position for one year, after which time the position is planned to be funded as part of the City’s and/or CRA’s budget allocation for the Downtown District. Related Companies, the owner and management of Rosemary Square, has committed to contribute $50,000 to fund the position and the remainder of the funding for the Lieutenant’s position will be provide by the CRA and/or the City. Staff has confirmed that this position has not already been funded. Staff seeks board approval to approve $100,000 to be contributed to fund the EDU command position for one year.

Lohman recommended executing an agreement with the City stating that the DDA is allocating funds specifically for this position.

Justice stated that the CRA has been asked to provide funding for the remainder of the position and will be presenting to Commission for approval on February 10th, 2020.

Board Action: Gerard made a motion to fund the Police Command Position for one year.

Reikenis seconded the motion. The motion passed unanimously.

NEW BUSINESS Property Use Agreement for Impulse Clemente explained that the property owner of 512 Clematis Street has agreed to allowing the DDA to install the Creos Impulse Interactive art project on his property. Staff seeks approval of the License Agreement for 512 Clematis included in the board packet.

Board Action: Reikenis made a motion to approve the property use agreement for 512 Clematis St. Shabazz seconded the motion. The motion passed unanimously.

ANNOUNCEMENTS No announcements.

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

Board Action: Reikenis made a motion to adjourn the meeting at 12:35 p.m.

Shabazz 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 January 31, 2020 ASSETS Current Assets

PNC Bank Operating First Bank - Money Market Petty Cash

5,894,118 208,424 50

Total Current Assets Other Assets Lease Security Deposit

6,102,592

23,000

Total Other Assets

23,000

Total Assets

6,125,592

CURRENT LIABILITIES

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

(643) 80 (545) 380 (728)

FUND BALANCE

Fund Balance Net Income

3,004,478 3,121,842

Total Fund Balance

6,126,320

Total Liabilities and Fund Balance

6,125,592

DDA/CRA Interlocal No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Statement of Revenues And Expenditures January 31, 2020 Month

Budget

Work Plan

Services

Y-T-D

Y-T-D

Budget

%

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

4,734,800

4,610,709

4,939,610

93.3%

2,249,444

47,827 56,470 48,919 157,249 8,197 1,667 14,788 72,157 0 18,680 0 65 0 426,019

151,056 326,235 183,973 345,191 30,549 9,016 57,513 282,410 30,085 60,598 6,371 5,869 0 1,488,866

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

30.0% 28.5% 16.0% 21.6% 20.3% 0.0% 28.8% 33.5% 111.4% 40.4% 38.6% 29.3% 0.0% 24.2%

40,736 326,235 0 48,098 30,549 9,016 57,513 282,410 30,085 60,598 6,371 5,869

Current Year Surplus (Deficit)

4,308,781

3,121,843

(1,211,942)

0 99,754 99,754

9,000 489,897 498,897

357,469 854,473 1,211,942

4,408,535

3,620,740

0

DDA Carryforward CRA Carryforward

Total Carry Forwards Net Total Surplus (Deficit)

Year-to-Date

Trolley Gross Annual

2.5% 57.3% 0.0%

697,332

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

465,369

150,000

1,048,564

110,320 183,973 181,840

115,253

897,480

181,840

183,973

115,253

110,320

1,351,964

515,492

864,591

350,116

39,680

9,000 191,131 200,131

75,000 75,000

0 58,513 58,513

0 115,253 115,253

0 50,000 50,000

1,552,095

590,492

923,104

465,369

89,680

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Supplemental Schedules

-

January 31, 2020 SCHEDULE 1 - CURRENT YEAR REVENUES

Gross

Trolley

Annual

Budget

Budget

%

Work Plan

Services

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

432,332 190,000

963,564 85,000

450,369 15,000

150,000

697,332

1,048,564

465,369

150,000

Current Year Revenues Tax Revenues TIF DDA/City Interlocal Agreement 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

52,055 0 0 4,273,025 409,500 220 0 0 0 0 0 0 0

1,957,212 (2,045,520) 15,000 4,273,025 409,500 871 443 0 178 0 0 0 0

2,227,505 (2,045,520) 0 4,273,025 409,500 100 0 0 0 0 0 0 75,000

87.9% 100.0% 0.0% 100.0% 100.0% 871.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

1,882,212 (2,045,520) 15,000 2,276,760 119,500 871 443 0 178 0 0 0 0

Total Current Year Revenues

4,734,800

4,610,709

4,939,610

93.3%

2,249,444

Month

Year-to-Date

No CPA provides any assurance on these financial statements.

75,000

West Palm Beach Downtown Development Authority Supplemental Schedules January 31, 2020 Gross Month

Year-to-Date

SCHEDULE 2 - BUSINESS DEVELOPMENT Property and Buss Incentives 31,538 Facade Improvements 3,485 Leasing/Brokers Meeting 0 Total Business Training and Support 11,204 Business Partnerships 1,600 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

110,320 3,485 0 19,151 17,100 1,000

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

55.2% 2.2% 0.0% 47.9% 22.7% 5.6%

3,485 0 19,151 17,100 1,000

47,827

151,056

504,257

30.0%

40,736

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 33,292 Clean Team 4,754 Graffitti Maintenance 1,000 Landscape Maintenance 14,027 Holiday Lights 2,972 Signage & Pedestrial Wayfinding 425 Capital Projects/Alleys 0

111,822 12,084 4,000 49,641 114,814 33,874 0

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

29.9% 11.0% 11.4% 15.4% 82.0% 225.8% 0.0%

111,822 12,084 4,000 49,641 114,814 33,874 0

Total Physical Environment

326,235

1,144,973

28.5%

326,235

Total Business Development

Pressure Washing/Street Clean

56,470

110,320

No CPA provides any assurance on these financial statements.

0

0

0

110,320

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules January 31, 2020 Gross Month

SCHEDULE 4 - MARKETING/PR Collateral Materials

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

0 6,575 1,397 6,000 29,106 4,091 1,750

5,194 27,160 4,493 9,950 74,977 30,513 31,686

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

6.9% 14.7% 18.0% 7.4% 19.1% 17.4% 19.2%

48,919

183,973

1,151,564

16.0%

0

0 72,894 74,125 6,650 1,295 2,285

9,000 181,840 115,253 25,989 6,794 6,315

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

12.0% 23.5% 18.7% 37.1% 20.0% 20.4%

9,000

25,989 6,794 6,315

157,249

345,191

1,597,701

21.6%

48,098

PR/Marketing

Retail Promotion Value Added Events Advertising and Promotion Marketing Programs

Community & Cultural Promotion Total Marketing/PR

5,194 27,160 4,493 9,950 74,977 30,513 31,686 0

183,973

0

0

SCHEDULE 5 -NEIGHBORHOOD SERVICES Homeless Outreach

Transportation Security and Policing Public Space Programs Community Engagement Residential Programming

Total Res. Services/Quality of Life

181,840 115,253

No CPA provides any assurance on these financial statements.

181,840

0

115,253

0

West Palm Beach Downtown Development Authority Supplemental Schedules January 31, 2020 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

436 13 7,748

2,179 233 28,137

50,000 22,500 78,000

4.4% 1.0% 36.1%

2,179 233 28,137

Total General Office

8,197

30,549

150,500

20.3%

30,549

Telephone Expense

500 0 501 55 11 600

2,000 3,180 1,369 141 177 2,149

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

0.0% 19.9% 19.6% 4.7% 59.0% 23.9%

2,000 3,180 1,369 141 177 2,149

Total Operations

1,667

9,016

35,300

25.5%

9,016

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 January 31, 2020 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 9,788 0 3,000 0

6,000 15,748 0 33,000 2,765

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

25.0% 17.1% 0.0% 104.3% 10.2%

6,000 15,748 0 33,000 2,765

14,788

57,513

199,545

28.8%

57,513

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 Mary Hurley Lane Upendo Shabazz Cynthia Nalley Lisa Gerard William Jacobson

From: Catherine Ast, District Services Manager RE:

Blue Line Trolley Update

Date: February 18, 2020 Since 2015 the DDA has partnered with the CRA and PB Outlets to run the Blue Line Trolley Route from 11am - 10pm Thursdays - Saturdays. Initially started as a seasonal route in 2015 that ran from November through May, we saw ridership steadily increase on a monthly basis from November at 3,373 to May at 5,625. The route was not run from June - October 2016 but was restarted in November. It was then that, collectively we agreed that making the route year-round was the best thing we could do in order to give the route consistency for riders and to give it a chance at being successful.

Over the three full years of operation, the Blue Line ridership has held steady and increased slightly with the ridership of: 39,293 in 2017

42,681 in 2018

49,085 in 2019.

Over the course of this time, the PB Outlets has consistently reduced their contribution which has put the DDA and CRA in the position of increasing our contributions, as the City has a set rate per their multiyear contract with Hoffmann PB, the loss of Outlet revenue impacts DDA. However, the CRA does pay a higher percent of the overall cost 11/2015 - 12/2019

DDA $292,466

PB Outlets $189,234

CRA $533,067

The cost per rider for 2019 was $7.17, while Yellow Line averages $1.67 and Green Line $2.52.

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

CRA is looking to continue the route based on the strong desire of the Commission to have it go to Northwood. DDA and CRA along with Molly’s staff have determined that the Outlets contribution is to inconsistent and not enough to continue this route to the Outlets. We have determined a route that will be tested this week by Molly’s to see if it works and if the headway can be reduced to 15 minutes. The current route to the Outlets is 30 minutes at minimum.

CRA desires to have the DDA continue to contribute to the Blue Line Route but they also understand that we do not have funds to contribute at the rate we have been doing the last two years.

Staff is asking for Board discussion and input on the future of this route.

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 Mary Hurley Lane Upendo Shabazz Cynthia Nalley Lisa Gerard William Jacobson

From: Catherine Ast, District Services Manager RE:

Landscaping Agreement Contract Amendment

Date: February 18, 2020 In January of this year the DDA finalized the Interlocal Agreement with the City of WPB. This Interlocal includes additional services that will fall under our Landscaping Agreement. In order to move forward and pay the contractor, we need to amend the agreement to cover these services. Briefly these include, 4 Parking Garages, the Tent Site and Tri-Rail Station, beginning this month. We have included as part of our scope the 100 blocks of Clematis Street.

The City will fund all additional landscaping services, except the 100 blocks of Clematis (hanging baskets and beds on the south side of South Clematis), these will fall under our Clematis Street maintenance.

Additionally, in August of 2019, I had requested an extension of the Landscape Agreement through March 30, 2020. My hope was to have all the details of the Interlocal completed in time for us to RFP the Landscaping Services and have a new contract by then. The details of the Interlocal took additional time to work out and it was not executed until January.

My request today is to extend the contract with the added services through May 30, 2020 (an additional 60 days). I am finalizing the RFP draft and intend to have the top selections present to the Board at the April meeting, followed in May with a contract for your approval.

Thank You.

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 Mary Hurley Lane Upendo Shabazz Cynthia Nalley Lisa Gerard William Jacobson

From: Raphael Clemente, Executive Director RE:

Wayfinding Interlocal Agreement

Date:

February 18, 2020

Attached is the Interlocal Agreement with the City of West Palm Beach for the installation and maintenance of the DDA’s pedestrian and wayfinding signage. Staff is seeking approval to execute this agreement allowing us to proceed with installation.

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

INTERLOCAL AGREEMENT FOR PEDESTRIAN WAYFINDING SYSTEM INSTALLATION AND MAINTENANCE WPB Contract No. 24551

THIS INTERLOCAL AGREEMENT is made and entered into by and between: WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, an independent special district, hereinafter called “DDA”, and CITY OF WEST PALM BEACH, a municipal corporation, chartered and organized in accordance with the laws of the State of Florida, hereinafter called “City”.

WITNESSETH: WHEREAS, DDA desires to have installed a system of pedestrian wayfinding signs at numerous locations through the Downtown District; and WHEREAS, DDA will provide funding and management oversight for the manufacture, installation and maintenance of the wayfinding signs; and WHEREAS, the successful implementation of DDA’s wayfinding signage program requires City approval of the location and placement of the wayfinding signs and use of City right-of-way; and WHEREAS, the parties wish to enter into this Interlocal Agreement and to set forth the terms and conditions of their Agreement; and WHEREAS, both DDA and City are authorized pursuant to Chapter 163, Part I, Florida Statutes, as amended, to enter into this Interlocal Agreement and do hereby adopt, ratify and confirm the provisions and incorporation herein of Subparagraph (9), Section 163.01, Florida Statutes.

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter contained to be kept and performed by the parties hereto, and for the mutual benefit of both DDA and CITY, and each of their respective constituents, it is agreed as follows: 1.

RECITALS; PUBLIC PURPOSE. The recitals to this Agreement are hereby incorporated as findings. The City and DDA determine, declare and find that the DDA’s wayfinding sign program serves a public purpose and furthers the mutual goals of the City and the DDA regarding economic development within the Downtown.

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

1

2.

WAYFINDING SIGNS.

2.1 Sign Manufacture. DDA has contracted with Don Bell Signs Inc. (“Contractor”) for the manufacture and installation of a pedestrian level wayfinding sign system in multiple locations within the DDA boundaries in the City of West Palm Beach (the “Signs”). The wayfinding Signs shall be of the style and size shown on the attached Exhibit A. 2.2 Locations; License. City hereby grants to the DDA a license to install wayfinding Signs in or on one or more of the City’s public right-of-way at the locations indicated on Exhibit B, attached. The specific location of each Sign shall comply with all City zoning and engineering requirements for pedestrian sidewalk clearance and the requirements of the Americans with Disabilities Act. 2.3 ROW Application. For each wayfinding Sign installation within City right-of-way, DDA or its Contractor shall submit a City of West Palm Beach right-of-way application to the City’s Engineering Services Division requesting a permit for work within the right-of-way. The application shall include all information deemed necessary for permit approval by the Engineering Services division. No installation on City right-of-way shall be performed without a valid right-of-way permit. All work shall be performed within the 30-day permit period.

2.4 Additional Wayfinding Sign Locations. DDA may, by writing, request permission to install additional wayfinding Signs in or on the public rights-of-way. Such request shall include an exhibit showing the specific location for the additional wayfinding Signs, or any revisions to the sign style or size. Approval for any additional wayfinding Signs shall be by written amendment to this Agreement approved by the City Commission.

2.5 Tropical Storms. In the event of a tropical storm, hurricane or other weather event predicted to have gusts or winds in excess of 70 mph in the West Palm Beach area, DDA will ensure the temporary removal and storage of the Signs, and the re-installation of the Signs when any debris has been removed from the Sign locations.

2.6 Removal. City may demand, upon thirty (30) days prior written notice to DDA, that one (1) or more wayfinding Signs be removed, relocated, and/or restored. DDA shall make all reasonable efforts to comply with City’s request for the removal, relocation and/or restoration of wayfinding Signs within the time provided above. Upon removal of a wayfinding Sign, the right of way shall be restored by the DDA or its Contractor at no expense to the City, to a condition equal to or better than the condition at the time of installation.

3.

DDA OBLIGATIONS.

3.1 Maintenance. DDA shall ensure that the wayfinding Signs are maintained in good condition and kept clean and free of graffiti. In the event that a wayfinding Sign is damaged for any reason, DDA shall ensure that it is repaired or replaced no later than twenty (20) days from the date DDA first becomes aware of the damage.

3.2 Additional Insured. DDA shall ensure that the City of West Palm Beach is named as an additional insured on all general and liability insurance coverages required to be maintained by DDA’s Contractor or any other contractor installing or servicing the wayfinding Signs. DDA shall ensure that the City’s Risk Manager is provided with certificates of insurance or other evidence

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

2

of additional insured status within twenty (20) days of execution of this Interlocal Agreement and all renewals and updates of same.

3.3 Indemnification. DDA shall, and shall cause its contractors to, agree to defend, indemnify and hold harmless the City from any and all claims and causes of action against the City for damages or injury to any person or property arising out of or in connection with the wayfinding Signs or negligent action of the DDA, its employees, contractors and agents.

3.4 Americans with Disabilities Act. DDA shall comply with the Americans with Disabilities Act in the construction, installation and maintenance of the wayfinding Signs.

3.5 Non-Discrimination. DDA shall prohibit its Contractor from discrimination, in the installation or maintenance of the wayfinding Signs, against any person because of race, color, religion, sex, gender identity or expression, genetic information, national origin, age, disability, familial status, marital status or sexual orientation.

4.

CITY OBLIGATIONS.

4.1 Temporary Use of Metered or Otherwise Restricted Parking for Installation and Maintenance. DDA’s Contractor or another contractor repairing, replacing, or removing a wayfinding Sign may park its vehicles in any legal public on-street metered or unmetered parking space that is adjacent to or near the wayfinding Sign without cost, while maintenance or removal work is actively being performed on a wayfinding Sign. Such maintenance vehicle must be clearly marked with the identifiers of the contractor. DDA contractors may not park in spaces that are restricted for handicapped parking or during hours restricted for street sweeping.

4.2 WPB Logos. The City hereby grants the DDA a license to use the City’s “WPB” branding logo, along with logos representing the City’s trolley or mobility systems, on the Signs.

SECTION 5: RECORDS 5.1 Each party shall retain all such records related to this Agreement in proper order for at least five (5) years following expiration of this Agreement. Each party shall have access to such records, for the purposes of inspection and audit, during this five (5) year period. This Section shall survive the expiration or termination of this Agreement.

SECTION 6: 6.1

TERM OF AGREEMENT

This Agreement shall become effective upon its execution by all parties.

6.2 City shall have the right to terminate this Agreement and the license granted hereunder for any reason or for no reason upon sixty (60) days written notice to DDA. 6.3 In the event DDA fails to remove, relocate, repair or restore any wayfinding Signs after thirty (30) days, City may withdraw the license for said wayfinding Signs and cause such Signs to be removed. In such event, City shall have no liability to DDA. DDA shall remain liable to City for the costs of removal of the wayfinding Signs and restoration of the right-of-way.

6.4 Upon termination of this Agreement for any reason, DDA shall remove all wayfinding Signs and restore the right-of-way at no expense to the City, to a condition equal to or better WPB/DDA Pedestrian Wayfinding Signs 24551 021120

3

than the condition at the time of installation. If DDA fails to remove all wayfinding signs, the City shall have the right but not the obligation to remove the same and to do so at DDA’s sole expense. DDA shall reimburse the City for such costs within thirty (30) days of demand for such payment.

SECTION 7: 7.1

GENERAL PROVISIONS

Assignment. This Agreement may not be assigned or transferred.

7.2 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 sovereign immunity or the liability limits established in Section 768.28 of the Florida Statutes.

7.3 Individual Members of DDA and City 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 DDA in its, his, her, or their individual capacity, and neither the members of the governing body of the City or the DDA, nor any official executing this Agreement, shall be liable personally, or shall be subject to any accountability, by reason of the execution by the City or the DDA of this Agreement or any act pertaining hereto.

7.4 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 be excluded from the benefits of or be subjected to any form of discrimination under any activity carried out by the performance of this Agreement.

7.5 Ethics Provision. City may, by written notice to DDA, immediately terminate this Agreement if it is found that consideration, in any form, was offered or given by DDA contractors, either directly or through an intermediary, to any City officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment of the Agreement or the making of any determinations with respect to contractor’s performance. Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts.

7.6 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 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, nor shall this Agreement constitute a charge, lien or encumbrance, either legal or equitable, upon any property or funds of the City, except as expressly herein provided.

7.7 Availability of Funds. This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes identified in this Agreement. If funding for this Agreement is in multiple fiscal years, funds must be appropriated each year by the funding Party(s), prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more than one year, but any contract so made shall be executory only for the value of the services to be rendered or paid for in succeeding fiscal years.

In the event funds to finance this Agreement become unavailable, the funding Party may terminate this Agreement upon no less than thirty (30) days’ notice to the other party.

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

4

7.8 Notices. Any formal notices required by this Agreement shall be in writing and shall be (as elected by the party giving such notice) hand delivered, or alternatively, may be sent by U.S. certified mail, return receipt requested. Notices shall be provided to the following: As to the City: City of West Palm Beach City Hall – 401 Clematis Street (33401) Post Office Box 3366 West Palm Beach, Florida 33402-3366 Attention: City Administrator with a copy to: City Attorney’s Office As to the DDA: West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, Florida 33401 Attn: Raphael Clemente, Executive Director The effective date of any notice shall be the date of delivery of the notice.

7.9 Public Records. Each Party shall comply with Chapter 119, Florida Statutes, regarding public records. Each Party shall keep and maintain all documents, records, correspondence, computer files, emails, and/or reports related to this Agreement. If a request to inspect or copy public records relating to this Agreement is made to a Party which does not possess the requested records, the Party shall immediately notify the appropriate Party and the City (if City is not the appropriate Party) of the request, and the appropriate Party 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. Upon completion of the Agreement, each Party shall keep and maintain all public records in accordance with all applicable requirements for retaining public records. Each Party 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 disclosure requirements may include plans, drawings and records related to the physical security of City property, security systems or utility systems and shall not be disclosed, except as authorized by law and specifically authorized by City.

THE CITY CLERK IS THE CITY’S CUSTODIAN OF PUBLIC RECORDS, AND MAY BE CONTACTED 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

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

5

7.10 Compliance with Laws. In the performance of this Agreement, the Parties hereto shall comply in all materials respects with all applicable federal and state laws and regulations and all applicable county and City ordinances and regulations.

7.11 Notice of Suits. Each Party agrees to notify the other of any claim, or the initiation of any legal proceeding against it, which relates in any manner to this Agreement. Each Party will cooperate with the other in the defense of any suit or action arising out of, or related to, this Agreement.

7.12 Conflict Resolution. Any dispute or conflict between the Parties that arises under this Agreement shall be presented in writing to the DDA Executive Director and the City Administrator. The DDA Executive Director and the City Administrator shall then meet to discuss the disputed issues and attempt in good faith to resolve the dispute or conflict prior to either party initiating the intergovernmental conflict resolution process provided for by Chapter 164, Florida Statutes.

7.13 Governing Law/Venue. This Agreement shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law. The parties agree that proper venue for any suit concerning this Agreement shall be Palm Beach County, Florida, or the Federal Southern District of Florida. 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.

7.14 Modifications. This Agreement may not be modified or terminated except by written agreement duly signed by the parties.

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

7.16 Interpretation. This Interlocal Agreement shall not be construed against the party who drafted the same as all parties to this Interlocal Agreement have participated in its drafting.

7.17 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.

7.18 Severability. If any clause, section, or provision of this Interlocal Agreement shall be declared to be unconstitutional, invalid or unenforceable for any cause or reason, or is abrogated or negated by a change in law, the same shall be eliminated from this Interlocal Agreement, and the remaining portion of this Interlocal Agreement shall be in full force and effect and be valid as if such invalid portions thereof had not been incorporated herein.

7.19 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.

7.20 Entire Agreement. This Interlocal Agreement represents the entire agreement between DDA and City and supersedes all prior agreements or representations, whether written or oral, with respect to the subject matter hereof.

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

6

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

IN WITNESS WHEREOF, the parties hereto have entered into this Interlocal Agreement effective as of the day and year first above written:

ATTEST:

_____________________________ Secretary

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY: By: _____________________________________ Robert Sanders, DDA Board Chairman

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

ATTEST:

CITY OF WEST PALM BEACH

____________________________ City Clerk

By: ____________________________________ Keith A. James, Mayor

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

Date: ____________________________, 2020

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

7

EXHIBIT A SIGN STYLE

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

8

EXHIBIT B SIGN LOCATIONS

WPB/DDA Pedestrian Wayfinding Signs 24551 021120

9

Wayfinding Location Map Updated 11.15.19

SIGN TYPE A: 30” X 120” X 6”

SIGN TYPE C: WALL MOUNT 34” X 78.5” X 2”

N W

E 1e

1w

S

2n

2s 3w

3e

9w

9e

4w

5w

5e 21n

10e

6n

22s

6s

22n 11w

11e

12n

21s 7w

12s

7e 15n

20n

14w

14e

13n 15s

20s

16e

13s 19w

19e

17n

17s

18n

18s