DDA Board Meeting March 17

REGULAR BOARD MEETING Downtown Development Authority Tuesday, March 17, 2020 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS (Action Required) •

Downtown Parking and Transit Program

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting February 18, 2020

•

Financial Statements of February 29, 2020

Uyen Dang Robert Sanders

OLD BUSINESS (Action Required) •

Clean Team Contract Renewal

Catherine Ast

•

Wayfinding Contract Extension

Catherine Ast

•

Blue Line Trolley Route Proposed Changes

Catherine Ast

•

Audit FY 2018 –2019

Raphael Clemente

NEW BUSINESS (Action Required) •

Pairings A&E/DDA Partnership

ANNOUNCEMENTS ADJOURNMENT

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

Teneka James-Feaman

300 Clematis Street, Suite 200 West Palm Beach, FL 33401 MINUTES Regular Board Meeting Downtown Development Authority February 18, 2020

ATTENDANCE Board Members in attendance included, Chairman Robert Sanders, Esq., Vice Chairman Rick Reikenis, Lisa Gerard, Mary Hurley Lane, William Jacobson, and Cynthia Nalley. DDA staff in attendance included Raphael Clemente, Shelly Williams, Teneka James, Sherryl Muriente, Samantha Moore, Catherine Ast, Michelle Barascout, Tiffany Faublas, and Max Lohman Esq. (Lohman Law Group). Guests in attendance included Allison Justice, Joseph Scondotto, Lt. Frank Distefano, Roger Pisaneschi, and Chad Massaker.

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

PUBLIC COMMENTS No public comments.

PRESENTATIONS Tri Rail Station Improvements Uyen Dang was unable to attend the board meeting, presentation will be brought back to the board.

Downtown Command Position, Introduction and Q&A Clemente introduced Lt. Frank Distefano; he will be filling the Downtown Command Position that the DDA is contributing funding to. Lt. Distefano provided an overview of his background with West Palm Beach Police Department and plans for this position moving forward.

The Board asked that Lt. Distefano provide weekly and quarterly reporting to track the progress.

CONSENT CALENDAR Minutes of Regular Board Meeting of January 21, 2020 Board Action: Reikenis made a motion to approve the Minutes of January 21, 2020 Regular Board Meeting. Hurley Lane seconded the motion. The motion passed unanimously.

Financial Statements of January 31, 2020 Board Action: Reikenis made a motion to approve the Financial Statements of January 31, 2020. Hurley Lane seconded the motion. The motion passed unanimously.

OLD BUSINESS Blue Line Trolley Update Since 2015 the DDA has partnered with the CRA and PB Outlets to run the Blue Line Trolley Route from 11am - 10pm Thursdays - Saturdays. 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. The cost per rider for 2019 was $7.17, while Yellow Line averages $1.67 and Green Line $2.52. CRA is looking to continue the route based on the strong desire of the Commission to have it go to Northwood.

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

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.

Ast explained that currently the Blue Line trolley is funded through the end of March and has 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.

The Board asked that staff communicate route changes to riders with flyers and/or notices at trolley stops.

Board Action: Reikenis made a motion in support of ending the contract with The Outlet mall and changing the blue line route in partnership with the CRA. Gerard seconded the motion. The motion passed unanimously.

Landscaping Services Contract Amendment 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. Services include, 4 Parking Garages, the Tent Site and Tri-Rail Station, beginning this month.

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.

Ast explained that in August of 2019, an extension of the Landscape Agreement through March 30, 2020 was approved. The details of the Interlocal took additional time to work out and it was not executed until January. Staff is requesting to extend the contract with the added services through May 30, 2020 (an additional 60 days). The RFP for landscaping services will be issued in March and staff intends to have the top selections present to the Board at the April meeting, followed in May with a contract for your approval.

Board Action: Reikenis made a motion to approve the Landscaping Services Contract Amendment. Gerard seconded the motion. The motion passed unanimously.

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

Board Action: Reikenis made a motion to approve the Wayfinding Interlocal Agreement.

Hurley Lane seconded the motion. The motion passed unanimously.

Public Space and Infrastructure Projects Clemente added an agenda item for discussion. Recently, The Ben purchased tree grates they no longer need and The DDA was presented the opportunity to purchase the grates at a reduced rate to replace broken grates throughout the city. Clemente asked the board for direction regarding fixing infrastructure and if the DDA should play a role in these types of projects.

The Board requested Clemente present the offer to City Administration, if there is no option in the City’s budget to purchase then the DDA should then proceed with project.

ANNOUNCEMENTS Thoroughfare pop-up grand opening scheduled for Friday February 28th at 4pm.

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 9:23 a.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

Total Assets

Total Other Assets

Other Assets Lease Security Deposit

Total Current Assets

Petty Cash

PNC Bank Operating First Bank - Money Market

Current Assets

DDA/CRA Interlocal

FUND BALANCE

No CPA provides any assurance on these financial statements.

5,923,572

Total Liabilities and Fund Balance

(661)

(643) 0 (398) 380

5,923,572

23,000

5,900,572

5,924,233

3,004,478 2,919,755

23,000

5,691,892 208,630 50

Total Fund Balance

Net Income

Fund Balance

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

CURRENT LIABILITIES

ASSETS

West Palm Beach Downtown Development Authority Balance Sheet February 29, 2020

9,000 545,106 554,106

0 55,209 55,209

Net Total Surplus (Deficit)

Total Carry Forwards

CRA Carryforward

0

357,469 854,473 1,211,942

(1,211,942)

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

4,939,610

Budget

Gross Annual

2.5% 63.8% 0.0%

32.6% 33.5% 22.3% 27.8% 23.1% 0.0% 37.0% 41.6% 111.4% 48.1% 38.6% 29.3% 0.0% 29.8%

96.2%

%

Budget

1,606,104

9,000 207,633 216,633

1,389,471

1,078,175

54,135 383,439 0 55,425 34,762 11,743 73,917 350,320 30,085 72,109 6,371 5,869

2,467,646

Y-T-D

Work Plan

No CPA provides any assurance on these financial statements.

3,473,859

2,919,753

(202,237)

Current Year Surplus (Deficit)

(147,028)

164,455 383,439 257,361 443,727 34,762 11,743 73,917 350,320 30,085 72,109 6,371 5,869 0 1,834,158

13,400 57,204 73,388 98,536 4,213 2,727 16,404 68,059 0 11,511 0 0 0 345,442

DDA Carryforward

4,753,911

Year-to-Date

143,205

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

Month

Statement of Revenues And Expenditures February 29, 2020

West Palm Beach Downtown Development Authority Trolley

465,407

75,000 75,000

390,407

231,925

231,925

622,332

Y-T-D

Services

853,676

0 62,473 62,473

791,203

257,361

257,361

1,048,564

Y-T-D

Marketing

458,992

0 150,000 150,000

308,992

156,377

156,377

465,369

Y-T-D

Security

89,680

0 50,000 50,000

39,680

110,320

110,320

150,000

Y-T-D

Incentives

2,099,794 (2,045,520) 15,000 4,273,025 409,500 1,076 797 0 239 0 0 0 0

142,583 0 0 0 0 206 355 0 61 0 0 0 0 143,205

Total Current Year Revenues

4,939,610

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

Budget

96.2%

94.3% 100.0% 0.0% 100.0% 100.0% 1076.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

%

2,467,646

2,099,794 (2,045,520) 15,000 2,276,760 119,500 1,076 797 0 239 0 0 0 0

Y-T-D

622,332

0

432,332 190,000

Y-T-D

Trolley Services

Work Plan

Gross Annual

Budget

-

No CPA provides any assurance on these financial statements.

4,753,911

Year-to-Date

Month

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

SCHEDULE 1 - CURRENT YEAR REVENUES

February 29, 2020

West Palm Beach Downtown Development Authority Supplemental Schedules

1,048,564

963,564 85,000

Y-T-D

Marketing

465,369

450,369 15,000

Y-T-D

Security

150,000

150,000

Y-T-D

Incentives

138,987 19,770 6,530 64,619 119,659 33,874 0 383,439

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 27,165 Clean Team 7,686 Graffitti Maintenance 2,530 Landscape Maintenance 14,978 Holiday Lights 4,845 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

Total Physical Environment

1,144,973

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

504,257

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

33.5%

37.2% 18.0% 18.7% 20.1% 85.5% 225.8% 0.0%

32.6%

55.2% 2.2% 0.0% 74.6% 22.7% 20.5%

%

Work Plan

383,439

138,987 19,770 6,530 64,619 119,659 33,874 0

54,135

3,485 0 29,857 17,100 3,693

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

57,204

164,455

13,400

Total Business Development

Pressure Washing/Street Clean

110,320 3,485 0 29,857 17,100 3,693

Year-to-Date

SCHEDULE 2 - BUSINESS DEVELOPMENT Property and Buss Incentives 0 Facade Improvements 0 Leasing/Brokers Meeting 0 Total Business Training and Support 10,707 Business Partnerships 0 Grand Open/New Business 2,693

Month

Supplemental Schedules February 29, 2020

West Palm Beach Downtown Development Authority

0

0

Y-T-D

0

0

Marketing

Y-T-D

Security

0

0

0

110,320

110,320

Y-T-D

Incentives

443,727

9,000 231,925 156,377 29,582 8,264 8,579

257,361

5,194 39,860 4,493 38,450 81,239 34,473 53,652

Year-to-Date

1,597,701

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

1,151,564

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

27.8%

12.0% 30.0% 25.4% 42.3% 24.3% 27.7%

22.3%

6.9% 21.5% 18.0% 28.5% 20.7% 19.7% 32.5%

%

Work Plan

0

55,425

29,582 8,264 8,579

9,000

Y-T-D

0

231,925

231,925

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

98,536

Total Res. Services/Quality of Life

Community Engagement

Public Space Programs

Transportation Security and Policing

Homeless Outreach

Residential Programming

73,388

0 12,700 0 28,500 6,262 3,960 21,966

0 50,085 41,124 3,593 1,470 2,264

SCHEDULE 5 -NEIGHBORHOOD SERVICES

Total Marketing/PR

Community & Cultural Promotion

Marketing Programs

Advertising and Promotion

Retail Promotion Value Added Events

PR/Marketing

SCHEDULE 4 - MARKETING/PR Collateral Materials

Month

Supplemental Schedules February 29, 2020

West Palm Beach Downtown Development Authority

0

257,361

5,194 39,860 4,493 38,450 81,239 34,473 53,652

Y-T-D

Marketing

0

156,377

156,377

Y-T-D

Security

Y-T-D

Incentives

0

0

Total Operations

Telephone Expense

Publications

SCHEDULE 7 - OPERATIONS Automobile Expense Dues Hospitality Board Meeting

Total General Office

Equipment, Computers, Programs

General Postage

SCHEDULE 6 - GENERAL OFFICE General Office Expense

11,743

2,500 3,648 2,726 193 177 2,499

34,762

2,808 233 31,721

Year-to-Date

35,300

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

150,500

50,000 22,500 78,000

33.3%

0.0% 22.8% 38.9% 6.4% 59.0% 27.8%

23.1%

5.6% 1.0% 40.7%

%

Work Plan

11,743

2,500 3,648 2,726 193 177 2,499

34,762

2,808 233 31,721

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

2,727

500 468 1,357 52 0 350

4,213

629 0 3,584

Month

Supplemental Schedules February 29, 2020

West Palm Beach Downtown Development Authority

0

0

Y-T-D

0

0

Marketing

Y-T-D

Security

0

0

Y-T-D

Incentives

0

0

Some rounding error may occur.

73,917

Total Professional Services

199,545

24,000 91,914 25,000 31,631 27,000 37.0%

33.3% 20.3% 41.4% 104.3% 14.6%

%

Work Plan

73,917

8,000 18,623 10,350 33,000 3,944

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

16,404

8,000 18,623 10,350 33,000 3,944

Year-to-Date

SCHEDULE 8 - PROFESSIONAL SERVICES Accounting 2,000 Professional Service 2,875 Audit 10,350 Studies and Surveys 0 Legal 1,179

Month

Supplemental Schedules February 29, 2020

West Palm Beach Downtown Development Authority

0

Y-T-D

0

Marketing

Y-T-D

Security

0

Y-T-D

Incentives

0

MEMO To:

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

From: Catherine Ast, District Services Manager RE:

Lord’s Place Clean Team Agreement

Date: March 17, 2020

The Clean Team Agreement is due for renewal and with the positive impact and work being done by the team, I would ask that the Board approve the contract.

Changes that have been made include: • Expanded services on behalf of the City at the Tri Rail station • Expanded services on behalf of the City for Waterfront • The value of the contract has increased • The number of team members has increased This contract is initially for 7 months, I would like for us to be on a fiscal year contract with this program. With the link to the City, it makes more sense to do that. In addition, after the initial 7 months (9/30/2020), the contract will auto renew for 1 year. Any changes in dollar amount will bring it back to the Board.

Thank You. Catherine

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

AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND THE LORD’S PLACE, INC. This AGREEMENT is hereby entered into this 17th day of March, 2020, by and between The Lord’s Place, Inc., a Florida Not For Profit Corporation, with offices located at 2808 N. Australian Avenue, West Palm Beach, Florida 33407 (“TLP”), and the West Palm Beach Downtown Development Authority, a municipal corporation, with offices located at 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401 (“DDA”).

WITNESSETH DDA and TLP, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties, hereby agree as follows: 1. DDA and TLP enter into this AGREEMENT for the performance of Downtown Cleaning Services. This AGREEMENT will commence on the effective date referenced in Section 4 herein below.

2. This AGREEMENT shall consist of the terms and conditions set forth herein together with (1) the Scope of Work for the West Palm Beach Downtown Development Authority Downtown Clean Team, General Terms and Conditions and Technical Specifications, attached hereto and incorporated herein as Exhibit “A”; (2) the Notification of Public Entity Crimes Law Form, attached hereto and incorporated herein as Exhibit “B”; (3) the Notification of Public Records Law Pertaining to Public Contracts and Requests for Contractor Records Pursuant to Chapter 119, Florida Statutes Form, attached hereto and incorporated herein as Exhibit “C”; (4) the Drug Free Workplace Form, attached hereto and incorporated herein as Exhibit “D”; and, (5) the Anti-Kickback AGREEMENT, attached hereto and incorporated herein as Exhibit “E”.

3. Notice as required in this AGREEMENT shall be sufficient when sent by certified mail, return receipt requested or hand delivered to the parties at the following addresses:

Page 1 of 5

DDA

TLP

West Palm Beach Downtown Development Authority Attn: Executive Director 300 Clematis Street, Suite 200 West Palm Beach, Florida 33401

The Lord’s Place, Inc. Attn: CEO 2808 N. Australian Ave. West Palm Beach, Florida 33407

4. TLP shall perform all work required in accordance with the Clean Team, Scope of Work (Exhibit “A”) for an amount not to exceed twelve thousand nine hundred seventeen and 00/00 Dollars ($12,917.00) per month. TLP will invoice the DDA, on a monthly basis and is hereby authorized to commence this project on March 1, 2020 (the “effective date”).

5. TLP agrees to complete all work in accordance with the approved written schedule of proposed work submitted as part of the requirements in the Clean Team Scope of Work. (Exhibit “A”). The DDA uses a data collection app called Virtual Badge (“VBA”).

TLP and its employees and agents are required to use the VBA to document all work completed pursuant to this AGREEMENT. TLP agrees to ensure all Clean Team members have a cellular phone that has cellular data available and location access for geo tagging while using VBA. All work done will be documented in the VBA using the forms provided for data collection. TLP agrees that VBA will only be used for Clean Team reporting. DDA will require that all staff using VBA will have signed a user AGREEMENT before doing so. Moreover, should unauthorized use persist, DDA reserves the right to treat such unauthorized use as a breach of this AGREEMENT. 6. TLP will provide all uniforms (as listed in Exhibit F), supplies, equipment and staff to complete the Scope of work stated in Exhibit A. 7. TLP agrees not to commence any performance pursuant to the terms of this AGREEMENT until certification or proof of insurance has been received and approved by the DDA. TLP agrees to provide comprehensive General Liability Insurance for the benefit of the DDA and City of West Palm Beach (“hereinafter CITY”) with combined single limits of $1,000,000 per occurrence, for Bodily Injury and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest

Page 2 of 5

edition of the Comprehensive General Liability Policy, without restrictive endorsements, as follows and shall include: •

Premises or Operation;

•

Independent Contractors;

•

Broad Form Property Damage;

•

Broad Form Contractual Coverage applicable to this specific AGREEMENT, including any hold harmless or indemnification AGREEMENT; and

•

Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury liability and Property Damage Liability.

The DDA and CITY will be included as “Additional Insured” with respect to liability arising out of services performed for the TLP by or on behalf of the DDA and CITY or acts or omissions of the TLP in connection with such services.

DDA will be listed as follows: West Palm Beach Downtown Development Authority - 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 CITY will be listed as follows: City of West Palm Beach - 401 Clematis Street, West Palm Beach, FL 33401 TLP agrees to provide Worker’s Compensation and Employer’s Liability Insurance for the benefit of the firm’s employees, if required by law.

TLP agrees to provide Business Automobile Liability coverage to include bodily injury and property damage arising out of ownership, maintenance or use of any auto, including owned, non-owned and hired automobiles and employee non-ownership use.

Limits: Bodily Injury of $ 500,000 each person and $ 1,000,000 each occurrence Property Damage of $ 500,000 each occurrence TLP is advised to require all of its subcontractors to provide the aforementioned coverage as well as any other coverage that the TLP may consider necessary, and any deficiency

Page 3 of 5

in the coverage or policy limits of any subcontractors will be the sole responsibility of the TLP. 8. In performing its services hereunder, TLP will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. It is agreed that TLP is not a fiduciary of the DDA. TLP and its officers, directors, employees, agents, consultants and subcontractors shall indemnify and hold harmless the DDA or anyone claiming by, through or under the DDA or third parties, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the services under this AGREEMENT from any cause or causes, including but not limited to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or implied.

9. The term of this AGREEMENT shall be for seven (7) months, effective retroactively as of March 1, 2020 and terminating on September 30, 2020 and will renew for an additional one (1) year term at the same monthly not to exceed amount set forth in paragraph 4 above, without the need for notices or additional action taken by either party hereto.

This AGREEMENT may be renewed under the same terms and

conditions by mutual AGREEMENT of the parties unless modifications to the terms and conditions are approved by both parties in writing and attached as an addendum to this AGREEMENT. 10. This AGREEMENT shall be governed by the laws of the State of Florida and venue for any legal proceedings arising under this AGREEMENT shall lie in Palm Beach County, Florida.

11. The obligations of the DDA under this award are subject to the availability of funds lawfully appropriated for its purpose by the DDA. 12. This AGREEMENT may be terminated by TLP upon sixty (60) days prior written notice to the DDA in the event of substantial failure by the DDA to perform in accordance with the terms of the AGREEMENT through no fault of TLP. This AGREEMENT may also be terminated by the DDA, with or without cause, immediately upon written notice

Page 4 of 5

to TLP. Unless TLP is in breach of this AGREEMENT, TLP shall be paid for services rendered to the DDA’s reasonable satisfaction through the date of termination.

13. This AGREEMENT, along with all other documents referred to in Section 2 herein above, shall constitute the entire AGREEMENT between the parties; no modification shall be made to this AGREEMENT unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT.

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

THE LORD’S PLACE, INC.

By: ________________________________ Robert Sanders, Esq., Board Chairman

By: ______________________________ Diana Stanley, CEO

By: ________________________________ Raphael Clemente, Executive Director

Approved as to legal sufficiency: DDA / General Counsel By: ________________________________ R. Max Lohman, Esq.

Page 5 of 5

EXHIBIT A CLEAN TEAM SCOPE OF WORK Downtown Clean Team The Downtown Clean Team (DCT) has been created to fulfill needs in the Downtown Community. The goal of the DCT is to keep the public areas of the Downtown District, clean and inviting. Our goal is to have the DCT work with DDA Staff, DDA Security Ambassadors and help refer people to the outreach team as appropriate.

1.

Uniforms •

All Team members shall be dressed in Downtown Clean Team Uniforms consisting of; Khaki or Black cargo style shorts or pants; Yellow Safety “Downtown Clean Team” shirts; Appropriate work shoes. No sandals, flip flops, open toed shoes permitted.

•

The Lord’s Place will be responsible for purchasing, replenishing, and maintaining uniforms to ensure Downtown Clean Team members keep a clean and professional look. If at any time a Downtown Clean Team member is not in proper uniform, the member can be removed from the public view until he or she is properly attired.

•

Downtown Clean Team uniforms shall adhere to the current colors, styles and branding unless otherwise specified by DDA.

•

All uniforms shall be clean, and the Lord’s Place shall hold sufficient quantities so as to provide ready replacements for damaged/worn uniforms.

•

Minimum uniform requirements and example of current uniform artwork provided in Exhibit F.

2.

Zones / Boundary of District •

The District is broken out in zones. Each zone will be covered by at least one team member. Zone map attached as Exhibit G.

•

Additionally, the Waterfront and Train Station are also included as zones. Refer to Exhibit G for areas.

3.

Daily Duties Include but are not limited to: •

Sweep/pick up all litter, debris and refuse from sidewalks and gutters.

•

Sweep/pick up litter/debris in the street (be very cautious and conscious of traffic).

•

Sweep/pick up all litter/debris along property lines, in hedges or plant beds.

•

Wipe off public trash cans as needed, but no less than once per week.

•

Wipe off public benches as needed, but no less than once per week.

•

Report graffiti, maintenance and landscape items that need to be corrected using the Virtual Badge app. These items can be; damaged bus shelters, crosswalk signals not working, damaged bollards, damaged pavers, etc.

•

Police Department and Post Office are properties that the Clean Team members will clean up litter and debris from daily.

•

Log all work using the Virtual Badge app.

•

Wash/rinse off public areas when needed in the event of spills or illness. All team members will be available for rapid response in the event of an accident, spill or other matter (example: sweep debris from road after a fender bender).

4.

Schedule and Staffing •

Team members will work 20 scheduled hours per week or 4 days. Team supervisor will work 5 days per week and no more than 25 hours. No member, or supervisor will exceed 29 hours in any week. Anyone who works more than their regular schedule can do so only with approval from DDA. Hours can be changed if agreed upon by both parties and if compensation does not exceed the terms of this AGREEMENT.

•

Team members should have their supplies and equipment ready and make their way to their assigned zone by 8:10am.

•

Team members are allowed one 15-minute break per shift. This break may be taken at the DDA Office if they choose. Team members are required to inform their Supervisor when they start their break and when they finish their break.

5.

6.

Virtual Badge Use and Procedure •

All team members will report their daily tasks electronically, using the Virtual Badge App.

•

All team members should log in to virtual badge using their assigned log in information.

•

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

Base of Operations •

The Contractor will be provided with Operations Headquarters within the DDA Office. The location shall include restroom access and adequate space for pre/post shift gatherings and trainings, lockers, break area and administrative work. It is the responsibility of the team to ensure that they keep the workspace clean.

•

DDA offices are located at 300 Clematis St., suite 200 (2nd floor) at Olive Ave. and Clematis St.

•

We have lockers that can be assigned, if available, for use.

•

Our kitchen is also available for use, please be mindful of other people’s things. Please clean up after yourself.

•

The DDA will provide shared space in the office for team use. There is a filing cabinet and desk space that can also be used. The shared office is to be kept clean and organized. There is a computer and internet that may be used for DDA and Lord’s Place business.

•

The Lord’s Place will need to provide all cleaning, maintenance, office and any other supply or good needed for the team to perform their duties.

•

The Lord’s Place may ship all products / supplies to the DDA office where there is storage space for the items.

7.

Training •

Contractor shall provide a training program for all Clean Team members to include both classroom and in-field training.

•

Contractor shall provide consistent ongoing job training addressing best practices in areas such as job safety, public engagement, district knowledge, etc., either in person, or using written or online materials.

•

No personnel shall be deployed by the Contractor without successful completion of the classroom training required by TLP and a minimum of twenty (20) hours of “on the job” training.

EXHIBIT B NOTIFICATION OF PUBLIC ENTITY CRIMES LAW

Pursuant to Section 287.133, Florida Statutes, you are hereby notified that a person or affiliate who has been placed on the convicted contractors list following a conviction for a public entity crime may not submit a Bid on a contract to provide any goods or services to a public entity, may not submit a Bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit Bids on leases or real property to a public entity, may not be awarded or perform work as a contractor, supplier, sub-vendor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 [F.S.] for Category Two [$35,000.00] for a period of thirty-six (36) months from the date of being placed on the convicted contractors list.

Acknowledged by:

______________________________________________________________________ Firm Name

______________________________________________________________________ Signature

______________________________________________________________________ Name and Title (Print or Type)

______________________________________________________________________ Date

EXHIBIT C NOTIFICATION OF PUBLIC RECORDS LAW PERTAINING TO PUBLIC CONTRACTS AND REQUESTS FOR CONTRACTOR RECORDS PURSUANT TO CHAPTER 119, FLORIDA STATUTES Pursuant to Chapter 119, Florida Statutes, Contractor [The TLP, Inc.] shall comply with the public records law by keeping and maintaining public records required by the DDA to perform the service.

Upon request from the DDA’s custodian of public records, Contractor shall 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, Florida Statutes or as otherwise provided by law. Contractor shall 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.

Upon completion of the contract, Contractor shall transfer, at no cost, to the DDA all public records in possession of the Contractor or keep and maintain public records required by the DDA to perform the service. If the Contractor transfers all public 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 must be provided to the DDA, upon request from the DDAs’ custodian of public records, in a format that is compatible with the information technology systems of the DDA. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OFFICE OF THE DDA LOCATED AT 301 CLEMATIS STREET, SUITE 200, WEST PALM BEACH, FLORIDA 33401, PHONE NUMBER (561) 833-8873, EMAIL ADDRESS: PDESTEFANO@DOWNTOWNWPB.COM .

Acknowledged: ____________________________________________________________________________ Firm Name ____________________________________________________________________________ Signature ____________________________________________________________________________ Name and Title (Print or Type) ____________________________________________________________________________ Date

EXHIBIT D DRUG-FREE WORKPLACE

________________________________________________________is a drug-free workplace and has (Company Name) a substance abuse policy in accordance with and pursuant to Section 440.102, Florida Statutes.

Acknowledged by:

______________________________________________________________________ Firm Name

______________________________________________________________________ Signature

______________________________________________________________________ Name and Title (Print or Type)

______________________________________________________________________ Date

EXHIBIT F APPROVED UNIFORM ARTWORK

APPROVED SHIRT LAYOUTFRONT AND BACK

KHAKI OR BLACK CARGO STYLE PANTS OR SHORTS

EXHIBIT G DOWNTOWN CLEAN TEAM ZONE MAP

The Lord's Place Program: Clean Team Period: 12 Consecutive Months Funded by: DDA Quanity 1

4

2

1

TOTALS

8

Description Team Leader

Days

Hours

Mon. Tues.

Wed. Thurs.

Fri. TOTAL

5 5 5 5 5 25

Mon. Tues.

Wed. Thurs.

Fri. TOTAL

5 5 5 5 0 20

Unit Rate

Weeks

Total

$ 19.39

52

$

25,207.00

$ 16.77

52

$

69,763.20

Clean Team Member Sat./Sun. Waterfront and Other Areas Mon. Tues.

Wed. Thurs.

Fri. TOTAL

8 8 5 0 0 0 0 21 $ 16.77

52

$

36,625.68

Clean Team Member Tri-Rail Area

8 0 8 0 8 24 $ 16.77

52

$

20,928.96

Clean Team Members Other Areas

(1) Clean Team Leader, (7) Clean Team Members

Mon. Tues.

Wed. Thurs.

Fri. TOTAL

0 5 5 5 5

Plus 10% Overhead Charge

$ 152,524.84

** The rate includes all costs as outlined in the contract between DDA and TLP. TLP will also charge a 10% Overhead charge on each monthly invoice. * The hours and specific days are subject to change and are put in place for narrative purposes. In summary, (7) Clean Team Members will work 20 - 25 hours per week depending on assignment.

(1) Team Leader will work no more than 29 hours per week.

MEMO To:

DDA Board

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

From: Catherine Ast, District Services Manager RE:

Wayfinding Contract Extension

Date: March 17, 2020 The agreement with Don Bell Signs, the contractor doing the Wayfinding, has expired. I am asking for a 90-day extension on this contract.

We have finalized permitting; Don Bell has fabricated all of the frames and they are ready. Our end with Graphics is the current delay. We have made changes this past week to the trolley routes and are making edits.

The Goal is completion of graphics and prints by end of March. Completion of installation by end of April.

Thank You. Catherine

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

FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND DON BELL SIGNS, LLC THIS FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND DON BELL SIGNS, LLC, is made and entered into as of the 17th day of March, 2020 by and between the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, a special district created under the laws of the state of Florida, with offices located at 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 (“DDA”), and Don Bell Signs, LLC, a Florida Limited Liability Corporation (“Contractor”), whose address is 365 Oak Place, Port Orange, Florida 32127.

WHEREAS, DDA and Contractor entered into a Pedestrian Level Wayfinding Project Agreement on October 15, 2019 (“AGREEMENT”); and WHEREAS, ARTICLE 5 of the AGREEMENT provides that the AGREEMENT term was to expire on February 28, 2020; and WHEREAS, the parties desire to modify ARTICLE 5 of the AGREEMENT as more particularly set forth herein; NOW THEREFORE, in consideration of the mutual covenants contained herein and in the original AGREEMENT, and other good and valuable consideration, the receipt of which is hereby acknowledged by both parties, the parties agree as follows: 1.

ARTICLE 5 of the AGREEMENT, the “contract term” is deleted in its entirety and is

replaced by the following: The term of the AGREEMENT shall be extended from February 28, 2020 to May 31, 2020.

2.

All other terms, conditions and provisions of the AGREEMENT shall remain in full force

and effect except as amended herein.

[The remainder of this page left intentionally blank.]

Page 1 of 2

IN WITNESS WHEREOF, the parties have executed this ADDENDUM AS OF THE Effective Date listed above.

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

DON BELL SIGNS, LLC

By:

By: Robert Sanders, Esq., CHAIRMAN

Gary Bell, PRESIDENT

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

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

Page 2 of 2

MEMO To:

DDA Board

Robert 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

Date: March 17, 2020 The DDA and CRA have been in partnership with the PB Outlets for about 5 years' operating the Blue Line. Recently, the DDA and CRA determined that the use of this line for purposes of getting to the Outlets was not cost effective. The Outlets have contributed funding over the years, but their amount is not equal to 25% which it was the first two years. With that as a factor as well as the high cost per rider, the DDA and CRA are opting out of the Outlets partnership, effective 3/30/2020. Staff is requesting approval for $30,000 for Blue Line Services through 9/30/2020, when the CRA will RFP for trolley operations.

Due to the need for a trolley in the Northwood neighborhood, the CRA asked that we consider an alternate Blue Line Route. Attached is the proposed route that will connect the Northwood, Northwest and Downtown. DDA and CRA staff, along with Molly’s Trolleys have selected stops that provide the connection of these communities. Stops include: Hotels: to get visitors to our Downtown and North End Library and City Hall: connecting residents to services Parks and Community Centers: Connecting residents to parks and centers Commuter: Green Line connector stop allowing access to Tri-Rail and other travel options The Green Line stop that is the connector stop is one of the highest used stops on the Green Line route. We believe that providing this new Blue Line route will increase ridership and options for everyone.

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

25th & Spruce

NORTHWOOD RD at 526?? (South)

Dixie & 23rd (North)

22nd & Spruce (South)

18th & Spruce (South) Dixie & Pine St. (North)

11th @ Rosemary (North & South) .

5th @ Rosemary (North & South)

Green Line Connector

2nd @ Rosemary (North & South)

DOWNTOWN (South)

DOWNTOWN (North)

MARRIOTT (North)

HYATT

Hilton HILTON (North & South)

HYATT (North)

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:

FY 2018-2019 Audited Financial Statements

Date: Tuesday, March 17, 2020 A copy of the 2018-2019 Audited Financial Statements have been provided by Caler, Donten, Levine, Cohen, Porter & Veil, P.A. A copy of which, is provided in hard copy.

The audit provides an overview of the financial status of the West Palm Beach Downtown Development Authority (DDA) as well as a review of other areas of operations such as fraud detection, risk assessments and the consideration of internal controls.

The following recommendations provided by Auditor to improve current processes and procedures the following practices have been implemented.

2018-001 – Bank Reconciliation Approval: All bank reconciliations will be reviewed for any unusual inaccurate or erroneous activity and approved in writing by the Executive Director; 2019-001 – Monthly Lockdown of QuickBooks File: The end of month closing procedure will be password secured and only the Executive Director and the External Accountant will possess the password; 2019-002 – Final Payroll Register: All bi-monthly payroll registers will be reviewed for any unusual inaccurate or erroneous activity and approved in writing by the Executive Director; 2019-003 – Non-Interest-Bearing Account: A review of current banking services will be evaluated.

The opinion of Auditor is that the DDA complied, in all material respects with Section 218.415, Florida Statutes, during the year ended September 30, 2019.

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

MEMO TO:

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

FROM: Teneka James-Feaman RE:

Pairings and West Palm Beach Arts and Entertainment District Partnership

DATE: Tuesday, March 17, 2020

_________________________________________________________________________________________

Pairings is a progressive tour celebrating shopping, food and beverage couplings in Downtown West Palm Beach. Tickets deliver attendees an all-inclusive pass to each participant, who will highlight an appetizer, entrĂŠe or dessert with a specialty cocktail. This will be its 9th year, taking place in Downtown West Palm Beach on Thursday September 24, 2020.

In an effort to increase awareness and expand our reach, I am proposing that we partner with the West Palm Beach Arts & Entertainment District (A&E) on Pairings 2020.

The event would be produced by the West Palm Beach Arts & Entertainment District (A&E) and the West Palm Beach Downtown Development Authority (DDA). The ticket sales would be run through the A&E. The DDA would continue to do the event coordination. As a part of this collaboration, the DDA will pay for the business stipends, marketing, parking fees and video/photography for the event not to exceed $10,000. The remaining costs will be paid by the A&E.

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