January 21, 2020 DDA Board Meeting Packet

REGULAR BOARD MEETING Downtown Development Authority Tuesday, January 21, 2020 11:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS •

Downtown Neighborhood Association (DNA) update

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting of December 17, 2019

•

Financial Statements of December 31, 2019

Cynthia Nalley Robert Sanders

OLD BUSINESS (Action Required) •

Police Athletic League (PAL) Sponsorship

Raphael Clemente

•

Police Command Position

Raphael Clemente

NEW BUSINESS (Action Required) •

Property Use Agreement for Impulse

ANNOUNCEMENTS ADJOURNMENT

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

Raphael Clemente

UPCOMING EVENTS •

Palm Beach TPA (Transportation Planning Agency – Formerly MPO) Open House New Downtown Office at 301 Datura Friday, January 24, 2020 4:00pm – 6:00pm

• 100 Block Clematis Street Grand Reopening Thursday January 30, 2020 5:30pm • SuperClematis by Night Featuring Smash Mouth Thursday January 30, 2020 7:30pm – 9:00pm WPB Waterfront • FIWE Caribbean Cuisine Grand Opening Tuesday February 4, 2020 5pm – 7pm 410 Evernia St. Unit #108 • Impulse Installation Ribbon Cutting Friday February 14th 5pm February 15 – April 15, 2020 512 Clematis St.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873|Fax: 561.833.5870| www.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: Sherryl Muriente, Manager of Urban Placemaking RE:

DNA Report FY 2019

Date:

Tuesday, January 21, 2020

The Downtown Neighborhood Association (DNA) is an organization that the DDA has supported and partnered with in various ways, from formation through today. As per our sponsorship agreement with the DNA, presented last January 3, 2019 to the DDA Board, they will be reporting on the 2019 programs and financials.

The outcomes of this sponsorship agreement are well within the DDA’s mission and goals to increase activity, build a strong sense of community, and support residential quality of life.

DNA will be reporting on their 2019 programming and financials.

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 December 17, 2019

ATTENDANCE Board Members in attendance included, Chairman Robert Sanders, Esq., Vice Chairman Rick Reikenis, William Jacobson, Esq., Cynthia Nalley, and Upendo Shabazz. DDA staff in attendance included Raphael Clemente, Shelly Williams, Samantha Murrell, Sherryl Muriente, Tiffany Faublas, Michelle Barascout and Max Lohman Esq. (Lohman Law Group). Guests in attendance included Allison Justice, Assistant Chief Rick Morris, John Critchett, Christina Romelus, and Jose Magalhaes.

CALL TO ORDER Chairman Sanders called the meeting to order at 8:35 a.m.

PUBLIC COMMENTS No public comments.

PRESENTATIONS Trolley Operations Critchett, owner and operator of Tootle Lou Trolley’s presented to the board the recent change in ownership and provided some information about the new owners Hoffmann PB Trolleys. He also explained that they are working on purchasing an additional trolley for Wedding Services.

Police Athletic League Christina Romelus, Executive Director, for PAL presented to the board an overview of their accomplishments for the last year. She shared some of the activities students participated in and explained that the PAL facility has over a 90% repeat attendance rate. She shared goals for this year and new initiatives they are working on including more outreach to middle school aged youth. She requested funding from the DDA for $25,000 the same contribution provided last fiscal year.

Clemente asked the board to allow staff to work with Romelus to develop a sponsorship agreement and bring back to the board in January.

Board Action: Reikenis made a motion to allow staff to work with PAL to develop a sponsorship agreement and bring back to January board meeting. Jacobson seconded the motion. The motion passed unanimously.

Clemente requested the Police Command Position agenda item be moved up on the agenda to be discussed next.

Board Action: Reikenis made a motion to approve reorganizing the agenda. Nalley seconded the motion. The motion passed unanimously.

Police Command Position Clemente provided an update to the board regarding the WPB Police Departments request to fund a Police Command Position for downtown. The board previously had concerns about paying for additional costs beyond the salary and he has approached multiple groups to help contribute to funding. He explained 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833-8873|Fax: 561.833.5870| www.downtownwpb.com

that Related has verbally committed to contributing $50,000. Clemente would like the board to consider funding for one year and approach the City to plan for and commit to future long-term funding.

Justice suggested that DDA Staff, CRA and the WPB Police Department meet prior to the board deciding to get more details and ensure the CRA has not already funded this position. The board would like to see more information regarding the budget CRA has already allocated to the Police Department.

Board Action: Reikenis made a motion to direct staff to meet with CRA, and PD to review CRA funding and document to bring back to the board in January. Nalley seconded the motion. The motion passed unanimously.

Marketing/PR Update Faublas and Barascout presented highlights of marketing and PR efforts for the last quarter. They shared social stats and some of the most popular post on DDA, DowntownWPB, A&E, and Sandi Tree channels.

They also shared the latest commercial that will be used for Comcast contract and social media, which focuses on wellness.

CONSENT CALENDAR Minutes of Regular Board Meeting of November 19, 2019 Board Action: Reikenis made a motion to approve the Minutes of November 19, 2019 Regular Board Meeting. Shabazz seconded the motion. The motion passed unanimously.

Financial Statements of November 30, 2019 Board Action: Reikenis made a motion to approve the Financial Statements of November 30, 2019. Shabazz seconded the motion. The motion passed unanimously.

OLD BUSINESS Interlocal Agreement 2019-2024 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. Clemente presented the critical elements of the Agreement. New terms included in the agreement include DDA exemption from event permit fees, combine Homeless Outreach efforts with the City, and DDA provide additional physical environment services. The CRA board approved the agreement on December 16, 2019.

Board Action: Reikenis made a motion to approve the Interlocal Agreement 2019-2024.

Shabazz seconded the motion. The motion passed unanimously.

NEW BUSINESS Business Incentive Grants 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.

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 Phone: 561.833-8873|Fax: 561.833.5870| www.downtownwpb.com

The Business Incentive Committee met on Wednesday, December 4, 2019 to review three (3) business incentive grant applications. The committee members are Allison Justice, CRA; Raphael Clemente, DDA and Rick Reikenis, DDA Board Member and Downtown Business Owner - Reikenis &Associates, LLC. American Craft Aleworks – 200 Clematis Street BRK Republic – 525 Clematis Street Anchor Wealth Management Group – 120 South Olive Ave, Ste. 404 Staff presented committee’s recommendations for funding and asked for board approvals.

American Craft Aleworks – 200 Clematis Street Board Action: Nalley made a motion to approve $28,782 to American Craft Aleworks for the Business Incentive grant. Shabazz seconded the motion. The motion passed unanimously.

BRK Republic – 525 Clematis Street Board Action: Reikenis made a motion to approve $20,875 to BRK Republic for the Business Incentive Grant. Shabazz seconded the motion. The motion passed unanimously.

Anchor Wealth Management Group – 120 South Olive Ave, Ste. 404 Board Action: Reikenis made a motion to approve $12,818.75 to Anchor Wealth Management Group for the Business Incentive grant. Shabazz seconded the motion. The motion passed unanimously.

Related MOU 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. Clemente explained that Rosemary Square has agreed to help fund trolley operations at $135,000 annually. Budget and staff time allocations for collaborations on events and or projects will be case by case.

Board Action: Shabazz made a motion to approve the MOU agreement with Related.

Reikenis seconded the motion. The motion passed unanimously.

CREOS Art Installation 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. Clemente provided a presentation and short video describing the project. He explained there are three potential locations for the project, and he is working with the property owners to solidify a space. The total cost of the project for the two-month period is $60,650. The funding allocated in previous years for Harmony: An exhibition of the Arts will be used for this project.

Board Action: Reikenis made a motion to approve CREOS Art Installation. 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 Reminder that the January 21, 2020 Board Meeting time has been moved to 11:30am due to Mayor’s State of the City Address occurring at the same time.

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 10:25 a.m.

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

West Palm Beach Downtown Development Authority Balance Sheet December 31, 2019 ASSETS Current Assets

PNC Bank Operating First Bank - Money Market Petty Cash

1,585,428 208,205 50

Total Current Assets Other Assets Lease Security Deposit

1,793,683

23,000

Total Other Assets

23,000

Total Assets

1,816,683

CURRENT LIABILITIES

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

(643) 75 (668) 380 (856)

FUND BALANCE

Fund Balance Net Income

3,004,478 (1,186,939)

Total Fund Balance

1,817,539

Total Liabilities and Fund Balance

1,816,683

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

West Palm Beach Downtown Development Authority Statement of Revenues And Expenditures December 31, 2019 Month

Year-to-Date

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

(278,644) 41,161 139,021 85,177 127,836 11,290 1,600 33,093 65,354 0 10,450 3,736 3,159 0 521,877

Current Year Surplus (Deficit)

(800,521)

DDA Carryforward CRA Carryforward

Total Carry Forwards Net Total Surplus (Deficit)

(124,091)

Trolley Gross Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

4,939,610

-2.5%

103,229 269,766 135,055 187,942 22,352 7,349 42,725 210,253 30,085 41,918 6,371 5,804 0 1,062,849

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

20.5% 23.6% 11.7% 11.8% 14.9% 0.0% 21.4% 25.0% 111.4% 27.9% 38.6% 29.0% 0.0% 17.3%

(1,186,940)

(1,211,942)

5,850 152,858 158,708

9,000 390,143 399,143

(641,813)

(787,797)

357,469 854,473 1,211,942 0

2.5% 45.7% 0.0%

(124,091) 24,447 269,766 0 37,868 22,352 7,349 42,725 210,253 30,085 41,918 6,371 5,804

0

0

0

0 78,782

135,055 108,946

41,128

698,938

108,946

135,055

41,128

78,782

(823,029)

(108,946)

(135,055)

(41,128)

(78,782)

9,000 173,642 182,642

75,000 75,000

0 50,373 50,373

0 41,128 41,128

0 50,000 50,000

(640,387)

(33,946)

(84,682)

No CPA provides any assurance on these financial statements.

0

(28,782)

West Palm Beach Downtown Development Authority Supplemental Schedules

-

December 31, 2019 SCHEDULE 1 - CURRENT YEAR REVENUES

Gross

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

1,751,478 (2,045,520) 15,000 0 0 220 0 0 178 0 0 0 0

1,905,157 (2,045,520) 15,000 0 0 651 443 0 178 0 0 0 0

Total Current Year Revenues

(278,644)

(124,091)

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

2,227,505 (2,045,520) 0 4,273,025 409,500 100 0 0 0 0 0 0 75,000 4,939,610

85.5% 100.0% 0.0% 0.0% 0.0% 651.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

1,905,157 (2,045,520) 15,000 0 0 651 443 0 178 0 0 0 0

-2.5%

(124,091)

No CPA provides any assurance on these financial statements.

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules December 31, 2019 Gross Month

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

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

28,782 0 0 6,379 6,000 0

78,782 0 0 7,947 15,500 1,000

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

39.4% 0.0% 0.0% 19.9% 20.6% 5.6%

0 0 7,947 15,500 1,000

41,161

103,229

504,257

20.5%

24,447

SCHEDULE 3 - PUBLIC REALM MAINTENANCE Pressure Washing/Street Clean 19,436 Clean Team 4,600 Graffitti Maintenance 1,000 Landscape Maintenance 21,587 Holiday Lights 58,949 Signage & Pedestrial Wayfinding 33,449 Capital Projects/Alleys 0

78,531 7,330 3,000 35,614 111,842 33,449 0

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

21.0% 6.7% 8.6% 11.1% 79.9% 223.0% 0.0%

78,531 7,330 3,000 35,614 111,842 33,449 0

Total Physical Environment

269,766

1,144,973

23.6%

269,766

Total Business Development

139,021

78,782

No CPA provides any assurance on these financial statements.

0

0

0

78,782

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules December 31, 2019 Gross Month

SCHEDULE 4 - MARKETING/PR Collateral Materials PR/Marketing

Retail Promotion Value Added Events Advertising and Promotion Marketing Programs

Community & Cultural Promotion Total Marketing/PR

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

5,194 12,700 3,095 5,000 18,086 13,076 28,026

5,194 20,585 3,095 3,950 45,872 26,423 29,936

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

6.9% 11.1% 12.4% 2.9% 11.7% 15.1% 18.1%

5,194 20,585 3,095 3,950 45,872 26,423 29,936

85,177

135,055

1,151,564

11.7%

0

5,850 87,968 18,722 7,263 4,503 3,530

9,000 108,946 41,128 19,339 5,499 4,030

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

12.0% 14.1% 6.7% 27.6% 16.2% 13.0%

9,000

19,339 5,499 4,030

127,836

187,942

1,597,701

11.8%

37,868

0

135,055

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

108,946 41,128

No CPA provides any assurance on these financial statements.

108,946

0

41,128

0

West Palm Beach Downtown Development Authority Supplemental Schedules December 31, 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

1,299 6 9,985

1,743 220 20,389

50,000 22,500 78,000

3.5% 1.0% 26.1%

1,743 220 20,389

11,290

22,352

150,500

14.9%

22,352

Telephone Expense

500 40 309 0 151 600

1,500 3,180 868 86 166 1,549

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

0.0% 19.9% 12.4% 2.9% 55.3% 17.2%

1,500 3,180 868 86 166 1,549

Total Operations

1,600

7,349

35,300

20.8%

7,349

General Postage Equipment, Computers, Programs

Total General Office

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 December 31, 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

2,000 200 0 30,000 893

4,000 5,960 0 30,000 2,765

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

16.7% 6.5% 0.0% 94.8% 10.2%

4,000 5,960 0 30,000 2,765

33,093

42,725

199,545

21.4%

42,725

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:

Police Athletic League Program Sponsorship

Date:

Tuesday, January 21, 2020

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

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

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, details of the agreement are attached.

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

Overview - The West Palm Beach Downtown Development Authority: The West Palm Beach Downtown Development Authority (DOA) was created in 1967 as an independent special taxing¡ district to promote and enhance a safe, vibrant Downtown for residents, businesses and visitors through the strategic development of economic, social and cultural opportunities. The ODA improves and maintains Downtown West Palm Beach by offering information and services to visitors, residents and business owners.

Cross-Promotion Opportunity: Work with The West Palm Beach Downtown Development Authority (DDA) to promote civic, recreational and educational opportunities via social media posts, flyer distribution, website and e-blast support of the Police Athletic League of West Palm Beach (PAL).

Promotion Timeline: February 1, 2020 to January 31, 2021 The West Palm Beach Downtown Development Authority to provide: Funding of $25,000 for the timeline stated above, invoiced and paid quarterly * April 30, 2020 $6,250 I July 31, 2020 $6,250 I October 31, 2020 $6,250 I January 31, 2021 $6,250 (6) Downtown West Palm Beach (5,500+ subscribers) newsletter inclusion (Value: $1,800) promoting PAL (promotions/events that are occurring in the DDA District) (6) Downtown West Palm Beach Facebook (26.6K+ likes) posts promoting PAL (Value: $2; 400) (6) Downtown West Palm Beach Twitter (20.8K+ followers) posts promoting PAL (Value $1,800) Opportunity to

distribute flyers to

downtown business and condominium

communities Note: DowntownWPB channels will be utilized for promotions and events that are occurring in the DDA District.

Total - $ $31,000 (In-kind and Cash) Police Athletic League of West Palm Beach to provide: In additional to regular operating hours, activities and events during extended hours Friday's and Saturday's until midnight Weekly status reports that include outreach numbers, photos and activities West Palm Beach Downtown Development Authority logo or listing on all collateral and website

____________________________ Downtown Development Authority

__________ Date

________________________ Police Athletic League of WPB

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

__________ Date

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:

Entertainment District Command Position

Date:

Tuesday, January 21st, 2020

The Entertainment District Police (EDU) Unit 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.

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, 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.

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

License Agreement for 512 Clematis Street

Date:

Tuesday, January 21, 2020

Attached please find the License Agreement for the use of the private property located at 512 Clematis Street for the purpose of installing the Creos Impulse interactive art project.

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

LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is made as of the ___ day of January 2020 (the “Effective Date”), by and between Clematis Railyard LLC, a Florida limited liability company (“Licensor”), and the West Palm Beach Downtown Development Authority, a governmental authority of the State of Florida (“Licensee”).

R E C I T A L S: WHEREAS, Licensor is the owner of the real property located at 512 Clematis Street, West Palm Beach, FL 33401 (the “Property”).

WHEREAS, Licensee desires to obtain a license from Licensor to utilize the Property (the “Licensed Premises”) for the limited purpose of installing and maintaing an interactive art installation as described in Exhibit A, and Licensor desires to grant such license to Licensee upon the terms and conditions hereinafter set forth.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1.

LICENSE; USE. Licensor hereby grants to Licensee a license (the "License") to use the Property for the limited purpose of installing and maintaining an interactive art installation and for no other purpose (the "Permitted Use"). Licensee’s use of the Licensed Premises for the Permitted Use shall be in compliance with applicable laws.

2.

TERM. The term of this Agreement shall be for a period commencing on the Effective Date and ending on March 31st, 2020 (the “Term”). Notwithstanding anything contained herein to the contrary, either party may terminate this License upon thirty (30) days prior written notice to the other party. Upon termination of this Agreement, Licensee shall surrender the Licensed Premises to Licensor and Licensee shall, at its sole cost and expense remove the interactive art installation (together with any other property placed thereon) from the Licensed Premises and restore the Licensed Premises to substantially the same condition existing as of the Effective Date. If Licensee has not completed the foregoing removal obligations on or before the tenth (10th) day following the termination of this Agreement, Licensee shall be deemed to have abandoned the art installation and any other property located thereupon, and Licensor may remove and dispose of the same in Licensor’s sole discretion without accounting to Licensee for the value thereof, if any; and upon ten (10) days after receipt of an invoice rendered by Licensor, Licensee shall pay to Licensor the total cost of such removal and restoration.

3.

LICENSEE’S OBLIGATIONS. Licensee shall (i) be solely responsible for all costs and expenses associated with the installation and maintenance of the interactive art installation on the Licensed Premises, (ii) maintain the installation in good order, condition and repair, and (iii) conduct all work in a good workmanlike and lien free manner in compliance with all applicable laws. Licensee shall be solely responsible to obtain, at its sole cost and expense, all permits and approvals from all applicable governmental authorities having jurisdiction in connection with any work to be performed by or through Licensee on the Property. Licensee shall be responsible for all costs and expenses for any damage to the Property and/or improvements thereon caused by the acts or omissions of its employees, representatives, agents, or contractors. For the Term, Licensee shall pay when due all of

the following referred to collectively as “Impositions” and individually as an “Imposition”: (a) all sales, use and similar taxes which at any time may be levied, assessed or payable on account of the license or Licensee’s use of the Licensed Premises, if any; and (b) all charges for utilities and communications services rendered to or used on the Licensed Premises by Licensee, if any. The provisions of this Section shall survive the expiration or termination of this Agreement.

4.

NO REPRESENTATIONS OR WARRANTIES BY LICENSOR. Licensor and its property manager expressly disclaim any responsibility whatsoever for loss or damage to any property located by or through Licensee at the Property. Licensor shall have no responsibility to install or maintain any improvements at the Property. Licensor makes no representation or warranty whatsoever as to the condition of the Property.

5.

INDEMNIFICATION; INSURANCE. Licensee hereby agrees to indemnify, defend and hold harmless Licensor, its parents, subsidiaries and affiliates, and the respective officers, directors, members, managers, partners, agents employees, successors and assigns of each of the foregoing (collectively, the “Indemnified Parties”), from and against any and all liabilities, damages, claims, costs or expenses whatsoever (including, without limitation, all reasonable attorneys' fees and costs whether suit be brought or any appeals be taken therefrom) to the extent arising from, growing out of or connecting in any way with the use of the Property or the License by or through the Licensee subject to the monetary limitations set forth in Sec. 768.28(5). Licensee shall maintain and shall also require all of its contractors, subcontractors, and permitted assigns to maintain at the sole expense of each, throughout the Term, (i) commercial general liability insurance, written on an occurrence basis, with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, (ii) automobile liability insurance with minimum limits of One Million Dollars ($1,000,000) combined single limit, and (iii) workers’ compensation and employer’s liability insurance sufficient to meet the statutory limit of the applicable worker’s compensation law and employer’s liability insurance with minimum limits of Five Hundred Thousand Dollars ($500,000) per occurrence with respect to any employee not covered by workers’ compensation, and.

Each Indemnified Party and any holder of a mortgage on the Property shall be named as additional insureds and be entitled to thirty (30) days' prior written notice of any cancellation or modification of said policies. The insurance policies shall provide that they are primary in coverage, regardless of whether or not Licensor has other collectible insurance. Upon request, a certificate or duplicate policy(ies) showing such policy(ies) in force shall be delivered to Licensor, as well as updated or renewed certificates or policies. The provisions of this Section shall survive the expiration or termination of this Agreement.

6.

CONDEMNATION. If all or any portion of the Property is taken or condemned by the exercise of the power of eminent domain, this Agreement shall terminate at the time an Order of Taking is entered by a court of competent jurisdiction, and Licensee shall have no claim for any losses or damages that it may suffer as a result of such taking.

7.

ASSIGNMENT. Licensee shall not assign this Agreement or its right to the License to any other person or entity.

8.

RELATIONSHIP. The relationship between the parties hereto shall constitute that of licensor and licensee, and shall not be construed as that of landlord-tenant, joint venture partners, principal and agent or principal and independent contractor.

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9.

DEFAULT. In the event of a default by Licensee, then without prejudice to any other rights that it has pursuant to this Agreement, at law or in equity, Licensor may declare the License and this Agreement immediately terminated and bar Licensee and its employees from further entry into the Property, with or without process of law.

10.

LIENS AND ENCUMBRANCES. Licensee shall: (i) pay all of its contractors, suppliers and employees all amounts owed to them promptly when due, (ii) protect Licensor from all liens for labor performed, materials supplied or used by Licensee and/or any other person in connection with the work undertaken by Licensee on the Property, and (iii) immediately cause to be released and discharged of record, by recording a lien release bond or otherwise, any lien or attachment or encumbrance imposed by any contractor, supplier or other person, firm or corporation, upon the Property or any improvements thereon, by reason of any claim or demand against Licensee or otherwise in connection with any work upon the Property. If any such liens are filed as a result of any work performed by or through Licensee, Licensor may, at its option and without investigating the validity of the same, after five (5) days written notice to Licensee, pay the same and seek reimbursement of such amount from Licensee. The provisions of this Section shall survive the expiration or termination of this Agreement.

11.

LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by and interpreted and enforced in accordance with the laws of the State of Florida.

12 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY AND UNCONDITIONALLY, WITH ADVICE OF COUNSEL, WAIVE ANY AND ALL RIGHT TO DEMAND A JURY TRIAL IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT. 13 NOTICES. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and sent by hand delivery, by certified mail/return receipt requested or by Federal Express, or other comparable overnight delivery service, to the addresses set forth below, or such other address as may be provided by notice given in accordance with the foregoing provisions.

Licensor:

Clematis Railyards LLC 3020 South Dixie Highway West Palm Beach, Florida 33405 With Copy to: David B. Norris, Esq. Cohen, Norris, Wolmer, Ray, Telepman, Berkowitz & Cohen 712 US Highway One Suite 400 North Palm Beach, Florida 33408

Licensee:

West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, Florida 33401 Attention: Raphael Clemente 3

With copy to: R. Max Lohman, Esq. Lohman Law Group, P.A. 500 S. Australian Avenue Suites 539-540 West Palm Beach, FL 33401 14 ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15 MODIFICATION. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

16.

RADON GAS NOTICE. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

17.

COUNTERPARTS. This Agreement may be executed simultaneously in counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of which shall be deemed to be an original and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties have not signed the same counterpart.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

WITNESSES:

LICENSOR: Clematis Railyards LLC By: ______________________________ Print Name:_______________________ Its: _____________________________

________________________________ Print Name: ______________________ ________________________________ Print Name: ______________________

LICENSEE: West Palm Beach Downtown Development Authority By: _____________________________ Print Name: _______________________ Its: ______________________________

________________________________ Print Name: ______________________ ________________________________ Print Name: ______________________

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EXHIBIT A