June 25 DDA Board Meeting

REGULAR BOARD MEETING Downtown Development Authority Tuesday, June 15, 2021 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS EXECUTIVE DIRECTOR REPORT

Raphael Clemente

PRESENTATIONS • Meyer Amphitheater Proposed Modification

Harvey Oyer

•

Shane Savage

Pathos

CONSENT CALENDAR (Action Required) • Minutes of Board Meeting of May 11, 2021 •

Robert Sanders

Financial Statements of May 31, 2021

OLD BUSINESS (Action Required) • Streets and Public Space Cleaning Services Contract

Catherine Ast

Workshop Action Items

Raphael Clemente

NEW BUSINESS (Action Required) • Mobility Pilot Project – Circuit

Raphael Clemente

•

ANNOUNCEMENTS • July 20, 2021 Organizational and Regular Board Meeting ADJOURNMENT

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

MINUTES Regular Board Meeting Downtown Development Authority Tuesday, May 11, 2021 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Zoom Webinar https://us02web.zoom.us/j/81181831256 DIAL IN: 1-929-436-2866 US WEBINAR ID: 811 8183 1256

ATTENDANCE DDA Board Members in attendance included Chairman Robert Sanders, Vice Chairman Rick Reikenis, Lisa Gerard, Mary Hurley Lane, William Jacobson, and Cynthia Nalley. DDA Board Members in attendance via zoom Upendo Shabazz. DDA staff in attendance included Raphael Clemente, Tiffany Faublas, Teneka James-Feaman, Samantha Moore, Sherryl Muriente, Shelly Williams, and Max Lohman Esq. (Lohman Law Group). DDA staff in attendance via Zoom included Catherine Ast, and Michelle Barascout. No guests in attendance.

CALL TO ORDER Chairman Sanders called the meeting to order at 8:37 a.m.

PUBLIC COMMENTS No public comments.

PRESENTATIONS CONSENT CALENDAR Minutes of Regular Board Meeting April 20, 2021 Board Action: Reikenis made a motion to approve the Minutes of April 20, 2021 Regular Board Meeting. Hurley Lane seconded the motion. The motion passed unanimously.

Financial Statements of April 30, 2021 Board Action: Reikenis made a motion to approve the Financial Statements of April 30, 2021. Hurley Lane seconded the motion. The motion passed unanimously.

OLD BUSINESS RFP 2021 – 001 Streets and Public Space Cleaning Service The RFP selection committee for RFP 2021-001 Streets and Public Space Cleaning Services has reviewed the qualified submittals and ranked them as follows: 1. Image Companies 401.5 points 2. Triangle Services, Inc. 399.5 points 3. JIJ Construction Corp 166 points Six proposers submitted responses to the RFP, with three advancing to the committee evaluation process.

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

The three that did not advance were disqualified due to their failure to submit complete responses to the RFP. The three companies that were disqualified are: 1. Clean Space, Inc. 2. Property Works 3. Terra Maintenance Company Staff recommends that the board approve the selection committee ranking and that negotiations begin with the top ranked proposer for contract approval.

The Board discussed the selection committee’s ranking of each proposer. Lohman recommended that the contract should written as a one-year agreement with an option for a one-year renewal.

Board Action: Hurley Lane made a motion to accept selection committee results and allow staff to begin negotiations with Image Companies. Gerard seconded the motion. The motion passed 6 to 1. Nalley dissented.

NEW BUSINESS No new business.

ANNOUNCEMENTS Clemente invited the Board to the Chamber of Commerce 2021 Business Awards on May 27, 2021, at 7:30am at the Palm Beach County Convention Center.

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

Board Action: Gerard made a motion to adjourn the meeting at 9:26 a.m.

Reikenis seconded the motion. The motion passed unanimously.

The board reconvened as workshop at 9:27am.

Planning Session Agenda: 9am: Icebreaker 9:15: Setting the stage for today’s discussion.

9:30: How will we measure success?

10:00: Quality of Place 10:30: Marketing our district.

11:00: Attracting new businesses and investment.

11:30: Increasing diversity, inclusion, and community engagement.

12:00: Lunch: BHAG (big, hairy, audacious goals) 12:45 Final comments, next steps 1:00: Adjourn.

Clemente presented a summary of board member survey results. The Board and staff then discussed all topics listed on agenda. Staff will prepare a comprehensive plan with action items to bring back to the board next month.

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

Board Action: Nalley made a motion to adjourn the meeting at 12:56 p.m.

Hurley Lane 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 May 31, 2021 ASSETS Current Assets

PNC Bank Operating Seacoast Bank - Money Market Petty Cash

5,939,046 159,512 50

Total Current Assets Other Assets Lease Security Deposit

6,098,608

23,000

Total Other Assets

23,000

Total Assets

6,121,608

CURRENT LIABILITIES

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

(241) 81 (962) 380 (742)

Fund Balance Net Income

3,610,669 2,511,681

Total Fund Balance

6,122,350

Total Liabilities and Fund Balance

6,121,608

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Statement of Revenues And Expenditures May 31, 2021

Trolley Gross Annual

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

Budget

Budget %

Work Plan

Services

Y-T-D

Y-T-D

8,342

4,947,718

4,933,242

100.3%

2,659,017

32,923 24,556 40,205 40,354 2,043 1,662 15,357 71,108 0 12,917 145 0 0 241,270

398,146 561,869 330,495 323,674 34,175 13,526 49,845 566,724 30,268 107,340 11,795 8,184 0 2,436,041

1,191,547 1,559,398 1,884,106 1,766,907 171,067 47,815 244,000 875,285 35,906 190,012 18,000 17,179 309,774 8,310,996

33.4% 36.0% 17.5% 18.3% 20.0% 0.0% 20.4% 64.7% 84.3% 56.5% 65.5% 47.6% 0.0% 29.3%

98,744 561,869 0 17,675 34,175 13,526 49,845 566,724 30,268 107,340 11,795 8,184

(232,928)

2,511,677

(3,377,754)

239 88,259 88,498 (144,430)

62,962 932,674 995,636

481,652 2,896,102 3,377,754

3,507,313

0

13.1% 100.0% 0.0%

607,332

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

450,369

150,000

1,081,000

299,402 330,495 46,388

259,611

1,500,145

46,388

330,495

259,611

299,402

1,158,872

560,944

750,505

190,758

(149,402)

62,962 185,839 248,801

0 46,388 46,388

0 286,045 286,045

0 115,000 115,000

0 299,402 299,402

1,407,673

607,332

1,036,550

305,758

150,000

No CPA provides any assurance on these financial statements.

Supplemental Schedules May 31, 2021 SCHEDULE 1 - CURRENT YEAR REVENUES Current Year Revenues Tax Revenues TIF DDA/City Interlocal Agreement DDA/CRA Interlocal CRA Project Funding Interest Income Virgin Trains USA Ticket Sales Sponsorships Fees and Services Grants and Contributions Total Reimbursements Other Miscellaneous Income Rosemary Square MOU Total Current Year Revenues

Gross

Month

Year-to-Date

Trolley

Annual

Budget

Budget

%

Work Plan

Services

Marketing

Security

Incentives

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

1,026,000 55,000

450,369

150,000

1,081,000

450,369

150,000

7,394 0 0 0 0 29 0 0 0 919 0 0 0

2,272,131 (2,103,786) 0 4,389,557 385,000 329 0 0 3,568 919 0 0 0

2,285,771 (2,103,786) (75,000) 4,441,157 385,000 100 0 0 0 0 0 0 0

99.4% 100.0% 0.0% 98.8% 100.0% 329.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

2,272,131 (2,103,786) 0 2,330,856 155,000 329 0 0 3,568 919 0 0 0

8,342

4,947,718

4,933,242

100.3%

2,659,017

No CPA provides any assurance on these financial statements.

432,332 175,000

0 607,332

West Palm Beach Downtown Development Authority Supplemental Schedules May 31, 2021 Gross Month

Year-to-Date

SCHEDULE 2 - BUSINESS DEVELOPMENT Property and Buss Incentives 32,817 Facade Improvements 0 Leasing/Brokers Meeting 0 Total Business Training and Support 6 Business Partnerships 100 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

299,402 10,000 1,500 64,856 20,043 2,345

447,550 216,515 42,000 360,640 93,457 31,385

66.9% 4.6% 3.6% 18.0% 21.4% 7.5%

10,000 1,500 64,856 20,043 2,345

32,923

398,146

1,191,547

33.4%

98,744

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 23,556 Clean Team 0 Graffitti Maintenance 1,000 Landscape Maintenance 0 Holiday Lights 0 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

218,978 44,760 8,225 163,384 126,522 0 0

465,051 162,811 46,470 500,983 142,814 91,269 150,000

47.1% 27.5% 17.7% 32.6% 88.6% 0.0% 0.0%

218,978 44,760 8,225 163,384 126,522 0 0

Total Physical Environment

561,869

1,559,398

36.0%

561,869

Total Business Development

Pressure Washing/Street Clean

24,556

299,402

No CPA provides any assurance on these financial statements.

0

0

0

299,402

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules May 31, 2021 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

2,475 6,350 0 0 14,030 0 17,350

31,165 44,450 17,364 8,700 163,217 19,259 46,340

160,974 285,690 78,807 219,472 663,612 238,587 236,964

19.4% 15.6% 22.0% 4.0% 24.6% 8.1% 19.6%

40,205

330,495

1,884,106

17.5%

0

0 46,388 259,611 13,950 (275) 4,000

10,000 783,519 790,514 94,713 55,286 32,875

0.0% 5.9% 32.8% 14.7% -0.5% 12.2%

0

Residential Programming

0 8,198 25,066 2,840 250 4,000

13,950 (275) 4,000

Total Res. Services/Quality of Life

40,354

323,674

1,766,907

18.3%

17,675

PR/Marketing

Retail Promotion Value Added Events Advertising and Promotion Marketing Programs

Community & Cultural Promotion Total Marketing/PR

31,165 44,450 17,364 8,700 163,217 19,259 46,340 0

330,495

0

0

SCHEDULE 5 -NEIGHBORHOOD SERVICES Homeless Outreach

Transportation Security and Policing Public Space Programs Community Engagement

46,388 259,611

No CPA provides any assurance on these financial statements.

46,388

0

259,611

0

West Palm Beach Downtown Development Authority Supplemental Schedules May 31, 2021 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

199 9 1,835

4,046 66 30,063

42,967 23,816 104,284

9.4% 0.3% 28.8%

4,046 66 30,063

Total General Office

2,043

34,175

171,067

20.0%

34,175

Telephone Expense

239 403 392 11 617

3,962 1,059 819 215 7,471

22,337 10,250 3,685 300 11,243

17.7% 10.3% 22.2% 71.7% 66.5%

3,962 1,059 819 215 7,471

Total Operations

1,662

13,526

47,815

28.3%

13,526

General Postage

SCHEDULE 7 - OPERATIONS Dues Hospitality Board Meeting Publications

No CPA provides any assurance on these financial statements.

0

0

0

0

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules May 31, 2021 Gross Month

Year-to-Date

SCHEDULE 8 - PROFESSIONAL SERVICES Accounting 2,000 Professional Service 13,075 Audit 0 Studies and Surveys 0 Legal 282 Total Professional Services

15,357

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

14,000 19,828 11,300 0 4,717

24,000 88,857 29,500 65,953 35,690

58.3% 22.3% 38.3% 0.0% 13.2%

14,000 19,828 11,300 0 4,717

49,845

244,000

20.4%

49,845

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: Catherine Ast, FCP / CPTED, District Services Manager RE:

Streets and Public Space Cleaning Contract

DATE: Tuesday, June 15, 2021

_________________________________________________________________________________________

The attached Streets and Public Spaces Cleaning Services Agreement between the DDA and Image Companies is presented for Board approval. The scope of the agreement provides district wide cleaning services, including at the Seaboard (Tri-Rail) Train Station per the DDA’s Interlocal with the City. Cleaning of the Flagler Waterfront is not included in this agreement. Per the agreement, services will begin on July 1, 2021.

Key items in this agreement are as follows:  A One (1) year term with renewal options for two additional one-year terms.  Services covering the Downtown Core from Banyan Blvd to Fern Street, seven (7) days a week.  Other areas of Downtown to be cleaned on varying days to provide the best coverage.  Work to begin on Clematis no later than 5:00am to ensure the bulk of the cleaning is complete by 7:30am.  Image Companies will have staff present on the street until 10:00am. One staff member will remain in the Downtown Core (zone 1) until 5:00pm. After 5:00pm will constitute emergency response.

Staff recommends approval of this agreement and the terms contained therein, including a contract value not to exceed amount of $260,000.

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

STREETS AND PUBLIC PLACE CLEANING SERVICES AGREEMENT THIS AGREEMENT is hereby made and entered into this 15th day of June 2021, (“Effective Date”) by and between the West Palm Beach Downtown Development Authority, an Independent Special District (“DDA”), whose address is 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401, and IMAGE COMPANIES, a Florida Profit Corporation (“Contractor”), whose address is 1750 N. Florida Mango Road, Suite 103, West Palm Beach, FL 33409.

WHEREAS, the DDA desires to retain Contractor to provide the goods and services set forth in the DDA’s Request for Proposal to RFP 2021-001 (“RFP”) and as set forth in Contractor’s Response thereto; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the DDA and Contractor agree as follows: ARTICLE 1.

INCORPORATION OF REQUEST FOR PROPOSAL AND RELATED DOCUMENTS The terms and conditions of this Agreement shall include and incorporate the terms, conditions, and specifications set forth in the RFP together with the Contractor’s Response thereto, including all documentation included therein or required thereunder. In the event of a conflict between the terms, conditions, and specifications set forth in this Agreement, the RFP, and/or the Contractor’s Response to the RFP; the documents shall have precedence in the following order, this Agreement, then the RFP, and then the Contractor’s response to the RFP. The foregoing shall constitute the entire understanding and agreement of the DDA and the Contractor and no modification to this Agreement shall be effective for any reason unless the same is in writing and has been executed by the DDA and the Contractor.

ARTICLE 2.

DESCRIPTION OF GOODS OR SCOPE OF SERVICES Contractor shall provide the goods and/or perform those services identified in the scope of work set forth in RFP 2021-0001 and the Contractor’s Response thereto, which are attached hereto as Exhibit A. Contractor’s services will include all areas and work as set forth in the RFP and agreed upon in the Service Area List and Map of Zones, which is attached hereto as Exhibit B for convenience and is also included in the Contractor’s response to the RFP. Additional requests for services may be made by the DDA at any time as deemed necessary by the DDA. Exhibit B may be amended by mutual agreement of the parties. The DDA Executive Director or designee shall have the authority to make such amendments on behalf of the DDA. Page 1 of 13

ARTICLE 3.

COMPENSATION Contractor shall perform all work required in accordance with RFP 2021 – 001 for an amount not to exceed Two Hundred Sixty Thousand Dollars (US $260,000.00) per Contract Year (July 1st through June 30th of the following calendar year).

All monthly services will be charged and invoiced in accordance with the prices and zones set forth in Exhibit C, which is attached hereto for convenience and is included in the Contractor’s Response to the RFP. Any additional services that are not included in the set monthly fee will be invoiced separately at those rates set forth in Exhibit C. The DDA shall pay Contractor monthly based on the cost set forth in the Fee Information Sheet within 20 days of receipt of Contractor’s invoice for the Cleaning Services.

ARTICLE 4.

MISCELLANEOUS PROVISIONS a.

Notice. All notices or other written communications required, contemplated, or

permitted under this Agreement shall be in writing and shall be hand delivered, telecommunicated, or sent via overnight courier (FedEx, UPS, DHL, etc…) with signature required upon delivery, to the following addresses:

b.

i.

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 Email: rclemente@downtownwpb.com

ii.

with a copy to:

Lohman Law Group, P.A. 500 S. Australian Avenue, Suite 531 West Palm Beach, Florida 33401 Attn: R. Max Lohman, Esq. Email: max@lohmanlawgroup.com

iii.

As to the Contractor:

Image Companies 1750 N. Florida Mango Road, Suite 103 West Palm Beach, Florida 33409 Attn.: Tim Wilson, President / Owner Email: twilson@imagecompanies.com

Headings. The headings contained in this Agreement are for convenience of reference

only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

Page 2 of 13

c.

Partial Invalidity – Severability.

If any term, covenant, condition or provision of

this Agreement shall be ruled by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder shall remain in force and effect and shall in no way be affected, impaired or invalidated. d.

Non-Assignment.

This Agreement may not be assigned without the prior written

consent of the DDA. e.

Ownership of Intellectual Property. Contractor agrees and acknowledges that all

documents, records, original drawings, images, logos, trademarks, slogans, artwork, written materials, drawings, photographs, graphic materials, films, music and any other intellectual property created pursuant to this Agreement shall be the property of the DDA for its use and distribution as may be deemed appropriate by the DDA. f.

Independent Contractor.

Contractor agrees that it is an independent contractor

and not an agent of the DDA g.

Insurance and Indemnity.

Contractor agrees to procure and maintain the insurance

required by the RFP and to indemnify the DDA in accordance with the terms and condition set forth in the RFP. h.

Fiscal Funding Out.

This Agreement and the obligations of the DDA hereunder are

subject to and contingent upon the lawful annual appropriations sufficient to fund this Agreement by the DDA. A non-appropriate event shall not constitute a breach of this Agreement by the DDA. ARTICLE 5.

CONTRACT TERM The term of this Agreement shall be from July 1, 2021, through June 30, 2022, unless otherwise terminated pursuant to Article 6. This agreement may be renewed for two (2) additional one (1) year terms, under the same terms and conditions, by mutual agreement of the parties unless modifications to the terms and conditions are approved in writing by both parties and attached as an addendum to this agreement.

ARTICLE 6.

DEFAULT AND TERMINATION 6.1

The following shall constitute events of default by the DDA: a. The DDA shall at any time fail to pay, when due, any sums payable by the DDA

hereunder and such failure to pay continues for a period of fifteen (15) days after written notice of such failure is provided to the DDA by Contractor; or

Page 3 of 13

b. The DDA shall fail to perform, observe, or otherwise breach any of the other term, covenant, or condition of this Agreement, and such failure or breach shall continue for a period of thirty (30) days after notice thereof by Contractor to the DDA, or if the failure or breach is such that it cannot be cured within the thirty (30) day period, then only if the DDA fails to commence the cure thereof promptly and within the thirty (30) day period or thereafter fails to diligently continue in good faith until such failure or breach is fully cured.

6.2

The following shall constitute events of default by Contractor: a. Contractor fails to provide the goods and/or services in the manner specified in this

Agreement; or b. Contractor makes an assignment for the benefit of creditors or files a petition in bankruptcy or for reorganization or liquidation under a federal or state bankruptcy or insolvency act; or c. A receiver is appointed for Contractor, or for the property of Contractor, by any court and such appointment shall not have been dismissed within ninety (90) days from the date of such appointment; or d. Contractor is dissolved or otherwise ceases operations and is incapable of providing the goods and/or services in accordance with the Agreement; or e.

Contractor shall fail to perform, observe, or otherwise breach any of the other

term, covenant, or condition of this Agreement, and such failure or breach shall continue for a period of fifteen (15) days after notice thereof by the DDA to Contractor, or if the failure or breach is such that it cannot be cured within the fifteen (15) day period, then only if Contractor fails to commence the cure thereof promptly and within the fifteen (15) day period or thereafter fails to diligently continue in good faith until such failure or breach is fully cured.

6.3

Upon the occurrence of an event of default described in paragraphs 6.1 or 6.2 above,

the non-defaulting party may terminate this Agreement by giving notice thereof to the defaulting party.

6.4

The DDA may terminate this Agreement at any time without cause by providing thirty

(30) days written notice to Contractor.

6.5

This Contract shall be governed by the laws of the State of Florida. Venue for any

legal proceeding necessary to enforce the Contract will be in a court of competent jurisdiction located in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by Page 4 of 13

statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

No provision of this Contract is intended to, or shall be construed to, create any third-party beneficiary or to provide any rights to any person or entity not a party to this Contract, including but not limited to any employees of the DDA and/or CONTRACTOR. 6.6

The failure of the DDA to insist in any one or more instances upon strict performance

of any one or more of the covenants, terms and conditions of this Agreement shall not be construed as a waiver of such covenants, terms and conditions, but the same shall continue in full force and effect, and no waiver of the DDA of any one of the provisions hereof shall in any event be deemed to have been made unless the waiver is set forth in writing and signed by the DDA. ARTICLE 7.

PUBLIC RECORDS Notwithstanding anything contained herein, as provided under Section 119.0701, Fla. Stat., if the CONTRACTOR: (i) provides a service; and (ii) acts on behalf of the DDA as provided under Section 119.011(2) Fla. Stat., the CONTRACTOR shall comply with the requirements of Section 119.0701, Fla. Stat., as it may be amended from time to time The CONTRACTOR is specifically required to: A.

Keep and maintain public records required by the DDA to perform services as

provided under this Contract.

B.

Upon request from the DDA’S Custodian of Public Records, provide the DDA 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 Chapter 119 or as otherwise provided by law. The CONTRACTOR further agrees that all fees, charges and expenses shall be determined in accordance with Palm Beach County PPM CW-F-002, Fees Associated with Public Records Requests, as it may be amended or replaced from time to time.

C.

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.

D.

Upon completion of the Contract the CONTRACTOR shall transfer, at no cost to the

DDA, all public records in possession of the CONTRACTOR unless notified by DDA’S representative/liaison, on behalf of the DDA’S Custodian of Public Records, to keep and maintain public records required by the DDA to perform the service. If the CONTRACTOR transfers all public Page 5 of 13

records to the DDA 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 by the CONTRACTOR must be provided to DDA, upon request of the DDA’S Custodian of Public Records, in a format that is compatible with the information technology systems of DDA, at no cost to DDA. Failure of the CONTRACTOR to comply with the requirements of this article shall be a material breach of this Contract. DDA shall have the right to exercise any and all remedies available to it, including but not limited to, the right to terminate for cause. CONTRACTOR acknowledges that it has familiarized itself with the requirements of Chapter 119, Fla. Stat., and other requirements of state law applicable to public records not specifically set forth herein.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, 300 CLEMATIS STREET, SUITE 200, WEST PALM BEACH, FLORIDA 33401, OR BY TELEPHONE AT 561-833-8873 [Signatures on next page.]

Page 6 of 13

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

IMAGE COMPANIES Contractor

By: _______________________________ Robert Sanders, Esq., CHAIRMAN

By: ________________________________ Tim Wilson, President / Owner

ATTEST

WITNESS

By: ______________________________

By: _______________________________

Print Name: _______________________

Print Name: ________________________

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

By: ________________________________ R. Max Lohman, Esq., General Counsel

Corporate Seal

Page 7 of 13

EXHIBIT A SCOPE OF WORK This section provides the requested scope from the RFP and the provided response in sections D - H of the proposal from Image Companies

1. Scope of Work Contractor’s responsibilities and duties include but are not limited to the following: •

Litter, debris, and refuse consisting of but not limited to, loose trash, bottles, cans, cigarette butts, paper, plant debris, leaves, etc.

1. Sweep, pick up, remove all litter, debris and refuse from a. Sidewalks, pathways, streets and street gutters (be very cautious and conscious of traffic), storm drains grates, medians, vacant lots and parking lots up to 10 feet in from sidewalks.

2. Sweep, pick up, remove all litter, debris and refuse in, around, and under all plants, plant beds, hedges, and tree pits.

3. Clean public benches and exterior of trash cans when needed but no less than three times per week.

4. When needed, empty full trash cans and replace with a new bag.

5. Wash, rinse off sidewalks, building entrances or other areas when needed in the event of spills.

6. Clean up and remove potentially biohazardous substances such as feces or vomit from public and semi-public areas.

7. DDA staff may request litter pickup in alleyways, any public or private property or any location within the DDA District.

8. All team members will be available for rapid response in the event of spills, accidents, waste, or other clean up situations.

9. Litter, debris, and other items picked up by the team are not to be thrown out in trash cans on sidewalks, in dumpsters or compactors in alleyways. Litter and debris should be taken by the contractor and disposed of legally and in the proper manner.

10. DDA staff may request members to clean public spaces that are being used certain functions. An example is sweeping, wiping down counters, and taking trash from a pop-up store location.

11. Be able to adjust work schedule to accommodate business activity and events.

12. Give recommendations to provide the best, most cost-effective service.

13. Give recommendations for program enhancements at any time.

EVENT CLEANING SERVICES: 1. Occasionally the DDA produces and / or sponsors events in Downtown West Palm Beach. The DDA may request contractor provide event cleaning services and these services will be billed based on the pricing provided in the Fee Information Sheet. This fee was a base fee and additional cost may be incurred by DDA depending on what services we are requesting.

REQUIRED REPORTING / VIRTUAL BADGE USE AND PROCEDURE: 1. The DDA uses a reporting app called Virtual Badge (VB) that the contractor will be required to use for reporting. This is free to download and DDA will provide access to the awarded contractor. Cell phones are required for using this app and cellular data, although extremely minimal, is also needed for location information.

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2. All team members will sign and abide by the rules of the User Agreement when using the app.

3. The DDA reserves the right to treat unauthorized use of the VB app as a breach of the contract.

4. All team members will report daily tasks electronically, using the VB forms provided for data collection. Report graffiti, maintenance and landscape items that need to be corrected using the Virtual Badge app. These items can be damaged bus shelters, damaged bollards, damaged pavers, etc.

UNIFORMS / EQUIPMENT / TRAINING: 1. All uniforms shall be clean and kept in a professional looking manner. Contractor is required to replace damaged, torn, stained or unprofessional looking uniforms.

2. Contractor will provide the following for the Clean Team: a) A vehicle to transport team members and litter/debris/equipment and supplies as needed. b) Smart phones for all employees to do their reporting. c) All equipment and supplies required to perform all duties. Cleaning solutions, gloves, trash bags, pickers, buckets, paper or cloth rags, storage space if needed, janitorial or trash carts, scrapers, mop, brooms, dustpans, buckets, water for cleaning, soap, etc.

3. Contractor must provide staff with appropriate PPE (Personal Protective Equipment) as advised by the CDC as it pertains to COVID19.

4. Contractor shall provide consistent ongoing job training addressing best practices in areas such as job safety, public engagement, and COVID safety, to employees, either in person, or using written or online materials.

5. All items in this section shall be provided as requested in the RFP and as provided in the Contractor’s Proposal.

SCHEDULE AND STAFFING: 1. Contractor should provide a cleaning schedule with suggested daily staffing to complete all duties listed in the RFP. 2. Clematis Street shifts should begin no later than 5:00am each day, seven (7) days a week. Clematis Street, beginning on the 100 blocks and working west bound through the 500 block, should have initial cleaning done by 7:30am.

3. Contractor must provide an Account Manager who shall be responsible for the overall management and coordination of this contract and will be the point of contact for the DDA. 4. Provide an On-Site Supervisor who will direct and supervise all work. On-site supervisor must be trained and possess the necessary ability to make sufficient inspections to ensure all work is being performed as required under the contract. On-site supervisor must have a working knowledge of basic supervisory, management and quality control skills. They must also be able to efficiently use a mobile device for reporting purposes. The on-site supervisor must be fluent in English.

5. Schedules and Staffing will be provided based on the needs stated in the RFP and the Proposed needs provided in the Contractor’s Proposal.

6. All scheduling and staffing are subject to change.

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EXHIBIT B SERVICE AREA LIST AND ZONE MAP ZONE 1 - THE DOWNTOWN CORE: No less than seven (7) days a week ZONE 2 - THE GOVERNMENTAL CENTER / JOSE MARTI PARK: Four (4) days per week ZONE 3 - DDA NORTH DISTRICT: Two (2) days per week ZONE 4 - DDA SOUTH DISTRICT: No less than four (4) days per week - this zone is divided by Rosemary Square which is private property and not part of this agreement.

ZONE 5 - SEABOARD / TRI-RAIL TRAIN STATION: From 8:00am - 4:00pm Monday, Wednesday, and Friday.

ZONE 6 - CLEARWATER: Two (2) days per week Staffing of zones will be based on the schedule noted in the RFP and as proposed in the Contractor’s response to the RFP. Days and times may be adjusted based on the need for services. All service schedule and location changes must be agreed to in writing by the DDA and Contractor.

ZONE 7 – Waterfront: Add on TBD

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EXHIBIT C FEE INFORMATION SHEETS

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EXHIBIT D UNIFORMS

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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:

Workshop Outcomes

DATE: Tuesday, June 15, 2021

_________________________________________________________________________________________

The attached outline summarizes the outcomes of the board and staff workshop that was held on May 11th, 2021. Staff has prepared a presentation to review these outcomes with the board prior to incorporating them into the Work Plan and budget for fiscal year 2020/2021.

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

DDA Board Workshop Feedback Summary Outline How should we measure success & impact?

1. Dashboard – metrics and subsets a. Reflects Work Plan b. Regular reports (quarterly?) on key programs 2. Relationship building (condos and businesses) a. Regular meetings with condo boards, business owners b. Focus Groups c. Interactions 3. Traffic + Business Revenues a. Mobility Intelligence data b. Parking usage c. Month over month business revenues Public Realm Steps to Improve Our Performance 1. Cleaning is the top budget priority. a. Litter Removal contractor to start July b. District wide, except waterfront c. Will consider waterfront as add on after first 6 months of operation d. Continue to monitor and improve Security Ambassador Program 2. Explore maintenance program for sidewalk pavers. a. Sealing not an option b. Staining (to decrease appearance of dirt) not advisable by experts 3. Partner more closely with City to address challenges in alleys.

4. Improve aesthetics overall, including controlling design and consistency of programs like banners.

5. Security Ambassador Program to be monitored and improved upon a. Conduct customer service training b. Host regular meetings with PD i. Coordinated meetings with PSC for overall effectiveness c. Track performance Business Development 1. Vacant large ground floor spaces need to be divided up. a. Increase incentives for subdividing large spaces b. Work with property owners, architects, on IDing solutions c. Research best practices for adaptive reuse of large spaces in urban districts 2. Target small professional firms as ground floor tenants. a. Assist commercial brokers with content and outreach b. Develop an advertising campaign targeting smaller office tenants c. Showcase “space of the month” for available ground floor vacancies, include incentive information.

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

3. Develop data based approach to provide management and policy recommendations for Downtown’s nighttime economy. a. Police reports/calls for service b. Business Revenues c. Traffic/foot traffic d. Solicit community feedback 4. Restructure incentive programs. a. Explore the creation of a revolving loan fund b. Reactivate incentives for spaces larger than 5000 sq ft c. Research and develop live music incentive program for stages & sound equipment.

Marketing 1. Communicate DDA’s value more effectively. a. Rebranding to showcase B to B and B to C value proposition b. Engage community stakeholders directly via outreach, meetings, and targeted communication. c. Develop content that demonstrates DDA’s role and impact. d. Cultivate a group of “word of mouth” ambassadors.

2. Support BDB a. Attend BDB Econ Dev Stakeholder meetings b. Participate in BDB events/efforts focused on the Downtown WPB area c. Provide support, content, and material for marketing and outreach d. Serve in advisory capacity 3. Chamber partnership a. Utilize format like Business Watch model from Chamber. b. Host joint meetings with all chamber groups c. Work closely with chamber to develop business mentorship and support programs.

4. “Set the mood” through a consistent, coordinated on-brand program of placemaking, services, marketing, and events.

Increasing Diversity and Inclusion 1. Perform an organizational equity assessment. a. Assess diversity and equity of DDA as an organization b. Establish benchmarks c. Track improvement 2. Actively participate in City of WPB’s efforts to improve equity and diversity.

3. Work with minority chambers, Compass, and other groups to identify opportunities a. Host multi-chamber events in Downtown b. Engage lending institutions that are dedicated to serving minority communities.

4. Present and promote the diversity of our district stakeholders a. Marketing b. Events c. Communication i. Develop multi-lingual communication for web and social 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:

Circuit Mobility Pilot Project

DATE: Tuesday, June 15, 2021

_________________________________________________________________________________________

As the Downtown District changes and evolves, driven by new investment, an increasing residential population, greater visitation, and because of lessons learned through the Pandemic, DDA staff has worked to identify opportunities for improvement.

Mobility options are a must for urban centers, and micro mobility is increasingly in demand. Circuit, a lowspeed electric vehicle shuttle service, is already operating in the downtown area. Circuit also provides mobility service to the City of Pompano Beach.

DDA staff proposes to conduct a 3-month pilot project to evaluate Circuit as a mobility service provide to complement existing options, provide first and last mile connections to local and regional transit, and to provide door to door mobility for stakeholders and destinations within the Downtown.

The proposed pilot will utilize the Circuit’s existing agreement with Pompano Beach via a “piggyback” contract, which is attached.

Staff and representatives of Circuit will present details of this pilot program.

Staff recommends approval of the pilot project for a term of three months, to begin when feasible, and an amount not to exceed $75,000.

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

Transportation Services

All right reserved Circuit Transit Inc. 2020

SINGLE OCCUPANCY VEHICLES (SOVS) ARE BAD FOR CITIES

76.3%

Of Americans drive alone to work. - US News

$305bn MORE CARS = MORE CONGESTION

Cost of congestion/year in the US - INRIX

1.87bn

Metric Tons of CO2 created by the transportation sector per year. It’s the largest contributor to Greenhouse Gas Emissions in the US - EPA

THE PROBLEM

35%

THE FIRST-MILE, LAST-MILE PROBLEM

of vehicle trips are under 2 miles

City Transit Options CITY TRANSIT OPTIONS

Looking for parking accounts for 30% of congestion — Shoup 0

Traffic is worse than ever increasing emissions and decreasing productivity

2

5

10 MILES

20 +

Uber & Lyft are pulling people from mass transit. - Citylab

A SIMPLE SOLUTION Tech-Enabled Services Turnkey First/Last-Mile Mobility that combines the needs of Cities with the benefits of a private operator. Circuit eliminates inefficiencies, aligns with user-behavior and complements existing infrastructure. It’s plug & play.

Rider App

Electric Vehicles

Hiring & Mgmt

Systems & Insurance

Data Reports

Back End Mgmt Tech

Why It’s Different Transit Station

Free or Lowest Cost W2 Paid Drivers Electric Vehicles Pooled Riders Local Connections

Home/Work

Local Hot Spots

Circuit focuses on short trips reducing wait times, congestion and GHG emissions.

GEOFENCED COVERAGE AREA

P Parking

Bus Stop

SAFE COVID-Related Benefits

● Professionally managed vehicles with open-aired options. ● Drivers in PPE and following strict cleaning procedures. ● Cities and riders showing preference to lower-occupancy, safe vehicles, with divided rows and individual doors.

Professional, Safe and Clean!

Use your own door!

Partitions Between Rows

Open Your Window!

● Maintained, Insured, permitted and fully accessible - select drivers undergo ADA training.

LESS EXPENSIVE Measuring Transit Costs COST PER RIDER (CPR)

=

(

TOTAL COST OF TRANSIT SYSTEM

REVENUE FROM FARES & ADS

TOTAL # OF RIDES

76% Repeat Riders in SD (More Riders = Lower CPR)

)

$4 > $20

Hollywood, FL DOUBLED RIDERSHIP* replacing 3 Fixed Route Trolleys with 10 On-Demand Cars (at 75% of original cost)

Over 3mn Rides (0 Gallons of Gas Used)

Via/LAMetro CPR = $20+ (with fare) Circuit SD CPR = $4.32 (with $0 Fare)

PROVEN

Profitable Model & Proven Unit Economics

Heatmap - May 2021 Ridership

Coverage Areas Existing Coverage Area

Focus Area for Pilot

Proposed Interim Concept All-Electric Pilot Circuit can provide a “TurnKey Operation” - Cars, Drivers (W2), insurance, maintenance, management, technology, ad-space for launch, etc

Circuit WPB Downtown Proposed Hrs: Mon-Weds: 10-8pm Thurs-Fri: 10am-10pm Sat: 10am-10pm Sun: 10am-8pm Total Hrs/Week: 76 Total Cars: 3 Current Pompano Contract - $280,343 3 Month Program - $70,086 4 Month Program - $93,447 6 Month Program - $140,172 Service Area Includes: ● ● ●

Full Green Line and Yellow Line area Connections To Tri Rail and Brightline Connections North and South of Downtown

TRANSIT PARTNERS Cities, Agencies, Private Developers

Smarter, greener, cheaper than traditional options

Combating congestion, connecting with transit, reducing VMTs and GHGs

First-mile/last-mile connections

BRAND PARTNERS

Work With Advertisers To Reduce Costs

Award winning campaigns

Advertising dollars reduce net cost to transportation customers

Promote local businesses

Thank you RideCircuit.com @ride_circuit

Appendix

HIGHLIGHTS

100% Electric

Over 3 million rides given

National company with local expertise

App created data and smarter systems

A+ rated insurance

Proven and dependable.

150+ cars and flexible local fleets

Creating jobs, not congestion

Executive team with combined 50+ years experience

AWARDS AND RECOGNITION “Over 1 Million Rides – And May Solve a Problem that Even Uber Can’t…” — Business Insider

Affiliations

Awards

“This is a proven solution that would immediately benefit transit-limited [city dwellers] and expand access to zero-carbon mobility.”— MICAH KOTCH, BMW MINI STRATEGY TEAM

Press

VEHICLES While Circuit uses all GEM (Polaris) cars today, the services are built so that the vehicles are interchangeable and ready for AVs

GEM E6 - 2016 and Newer (Made in USA) ADA Options Available Lithium Batteries: 80+ Miles per charge 6 Seaters

Aftermarket improvements include build-outs, interior iPad/ Video Ads, Photobooths, etc.

New, All-weather options include windows and heaters

CASE STUDY

Cities – San Diego Circuit won an RFP through Civic San Diego for $1.2M annual funding for circulator program

Goals Increase mobility downtown Reduce carbon emissions Create jobs Help connect to local transit hubs

Results 200k+ annual riders 600+ Daily Riders 6:32 min average wait time 35+ Jobs Created 96.3 Metric Tons = C02 Emissions Saved Yr 1 City Opted to Expand Program for 2019 93% of Riders say it makes “Downtown Better” 100% Demand for Rides: User Adoption Success

CASE STUDY

Guest Services Circuit operates circular shuttle throughout Newport Center in Newport Beach, CA

Goals Offer free transportation throughout Newport Center to employees and customers Use data gathered to analyze where customers are coming from

Results First month of program saw over 12k riders Helped to ease parking issues that plagued Newport Center in the past Helped collect valuable data for property management and tenant marketing purposes

CASE STUDY

Special Events Circuit partnered with the PGA to provide on and off course shuttle services

Goals Provide shuttle services to move within golf course and between parking lots and entrances Improve fan experience Generate attention for participating sponsor

Results Ongoing partnership for 3+ years Positive press Plans to expand services to additional tournaments