November 19, 2019 DDA Board Packet

REGULAR BOARD MEETING Downtown Development Authority Tuesday, November 19, 2019 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS •

O’Donnell Agency PR/Marketing Update

CONSENT CALENDAR (Action Required) •

Minutes of Regular Board Meeting of October 15, 2019

•

Financial Statements of October 31, 2019

Carey O’Donnell Robert Sanders

OLD BUSINESS •

Interlocal Agreement 2019 – 2024

Raphael Clemente

NEW BUSINESS •

Blue Line Trolley Amendment

•

Police Command Position

Raphael Clemente

•

Licensing Agreement 314 Clematis

Raphael Clemente

ANNOUNCEMENTS January 21, 2020 Board Meeting ADJOURNMENT

Ph: 561.833.8873 Fax: 561.833.5870 www.downtownwpb.com

Catherine Ast

UPCOMING EVENTS Roam the Road November 23rd 9am – 2pm Dixie Hwy. / Evernia St. Foreverglades November 30th 2019 – February 29th 2020 Every Saturday & Sunday 9am – 6pm Howard Park

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

300 Clematis Street, Suite 200 West Palm Beach, FL 33401 MINUTES Regular Board Meeting Downtown Development Authority October 15, 2019

ATTENDANCE Board Members in attendance included, Chairman Robert Sanders, Esq., Lisa Gerard, Mary Hurley Lane, William Jacobson, Esq., and Upendo Shabazz. DDA staff in attendance included Raphael Clemente, Teneka James, Samantha Murrell, Sherryl Muriente, Catherine Ast, Michelle Barascout and Max Lohman Esq. (Lohman Law Group). Guests in attendance included Allison Justice, Tabb Ormsby, Dylan Tracy, Geoffrey Bernstein, Maria Malmquist, Charity Lewis, Adam Duncan, Matt Moo-Young, Sharon Persaud, Veronica Cooper, John Cerreta, Vladimir Jeannot, Brad Levy, Frank Zaremba, Sophia Tingle, Dylan Conway, Spencer Shellard, Peter Dobens, Nannette Rodriguez, Harvey Oyer, Colin Price, Jonathon Cooper, and Joe Campbell.

CALL TO ORDER Chairman Sanders called the meeting to order at 8:42 a.m.

PUBLIC COMMENTS No public comments.

PRESENTATIONS Related Presentation Rosemary Square is undergoing its first redesign since the project opened as CityPlace over 20 years ago. Related Companies is investing over $550 million in the next couple years, in addition to a renovation of the public spaces, streetscapes and 360 Rosemary, a major portion of this reinvestment includes plans for the former Macy’s and Publix sites.

The former Macy’s location, now called 575 Rosemary, was recently rezoned by the city to allow for a new mixed-use development. Related Companies is proposing a residential and commercial project that includes workforce housing components and transit-oriented improvements to the site.

Related Companies is asking that the City rezone the Publix site at Fern and Rosemary to increase the height allowed on the property to allow for more density. In addition to the potential inclusion of a fullsize grocery on the site, the project would include other amenities to benefit to the surrounding neighborhood.

Related is seeking the support of the Downtown Development Authority for the 575 Rosemary Site Plan and the rezoning of the Publix Site to allow up to 15 stories and additional uses.

Board Chair Robert Sanders recused himself from the vote due to conflict of interest. Form 8b filed and attached to the minutes.

Board Action: Gerard made a motion to support Related Companies plan for 575 Rosemary.

Shabazz seconded the motion. The motion passed unanimously.

Board Action: Jacobson made a motion to support rezoning and future development of Publix Site. Gerard seconded the motion. The motion passed unanimously.

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

Comcast Spotlight Recap and Contract Renewal In preparation for the next fiscal year staff has reviewed the marketing agreements including radio, print and online. Each year, we define our communication outreach based on our market survey and analytical data. In 2018 the DDA Board approved a one-year contract with Comcast Spotlight, a company that provides the largest reach for television communications. The five zones; Palm Beach Gardens, West Palm Beach, Central Palm Beach, Wellington, Delray Beach and Boca Raton, are considered our drive market to Downtown West Palm Beach.

Dylan Tracey, Representatives from Comcast provided an update on current stats and what to expect if we move forward with a new contract.

Staff is requesting Board approval to begin negotiations for a new contract not to exceed $150,000 for fiscal year 2019-2020.

Board Action: Shabazz made a motion allowing staff to move forward with contract negotiations not to exceed $150,000. Gerard seconded the motion. The motion passed unanimously.

RFP 2019-002 Website Presentations In July, the Downtown Development Authority (DDA) released a Request for Proposals (RFP) for Website Design, Build and Maintenance. The scope of the RFP includes creation of a website for Downtown West Palm Beach that would convey the assets and unique qualities of the area and its many offerings in a way that is authentic, concise, and memorable. The company awarded the project will oversee the Website Design, Content, Functionality, Maintenance and Support, Public Records and Florida Statues Compliance. The contracted amount will not exceed $75,000 plus an additional $25,000 over 3 years for maintenance.

The Selection Committee for this RFP process included: Shane Savage – Pathos, John Franklin – PC Lan Techs, and Marcela Sikora – Ideabar agency.

The following six (6) agencies submitted proposals: Reality Marketing Group, Infojini Inc., SGS Technologie, Planit, Quest, and Speak Creative. Based on the Selection Committee results the three (3) companies presenting today are: Planit Proposal, Quest, and Speak Creative.

These proposers will make oral presentations to the Board for final decision.

Planit Proposal was unable to attend the board meeting and forfeited their proposal.

The Board evaluated each company’s presentation based on the scale below.

Evaluation Factors Factor Points Description Organizational Overview 1 25 Experience, Strength, and Qualifications of Firm as it relates to this solicitation Strategy and Program Development 3 45 Firm’s Technical Response to RFP’s Scope of Services Fee Information 4 30 Fee Proposal Total 100

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

Based on the scores the Board announced Speak Creative will be awarded the Website Contract RFP 2019002. Staff will negotiate the terms of the agreement.

Board Action: Gerard made a motion to approve staff and Speak Creative to move forward with contract negotiations. Shabazz seconded the motion. The motion passed unanimously.

Banyan Blvd Improvement Project & Trolley Expansion Dang, City Staff, and Turner Construction representatives presented on the city’s plans for the Banyan Blvd Streetscape project as well as plans for expanding the trolley system. The projected timeline for the Banyan Project is March 2020 – March 2022. The Trolley system expansion has a 5-year expansion plan which includes adding two new trolleys the first year. The plan is then to expand the routes and add stops.

Dang will be reaching out to each board member for input on both projects. She will present further details to the board as they become available for both projects throughout the process.

RFP 2019-003 Holiday Lights Presentations In September, the Downtown Development Authority (DDA) released a Request for Proposal (RFP) for Holiday Lighting for the Clematis District, via DemandStar, the DDA website and advertised in the Palm Beach Post. The scope of the RFP includes: Our most loved Clematis Canopy Lights, Lights for the midblock Oak Trees, Lit Garland for 200 – 500 blocks of Clematis Light Poles, Unlit Garland for the 600 block and Rosemary connecting to Rosemary Square. Additional requests included asking for recommendations for lit decorations in the area Includes. Proposals include installation, removal, maintenance of and storage of all items.

The Selection Committee for this RFP process included: Wendy Morse – City of WPB Office of the Mayor, Joe Mingle – City of WPB Street Lighting Supervisor, Angela Poco – City of WPB Community Events, Jay Hartsock – Downtown Building Maintenance, and Stacy Blum – Downtown Resident.

The following two (2) agencies submitted proposals: Florida CDI/Christmas Designers Inc. and Shellard Lighting Designs. These proposers will make oral presentations to the Board for final decision.

The Board evaluated each company’s presentation based on the scale below.

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

Based on the scores the Board announced Florida CDI/Christmas Designers Inc. will be awarded the Website Contract RFP 2019-003. Staff will negotiate the terms of the agreement.

Board Action: Shabazz made a motion to approve staff and Florida CDI to move forward with contract negotiations. Hurley Lane seconded the motion. The motion passed unanimously.

CONSENT CALENDAR Minutes of First Public Budget Hearing of September 10, 2019 Board Action: Hurley Lane made a motion to approve the Minutes of September 10, 2019 First Public Budget Hearing. Gerard seconded the motion. The motion passed unanimously.

Minutes of Regular Board Meeting of September 17, 2019 Board Action: Hurley Lane made a motion to approve the Minutes of September 17, 2019 Regular Board Meeting. Gerard seconded the motion. The motion passed unanimously.

Minutes of Final Public Budget Hearing of September 17, 2019 Board Action: Hurley Lane made a motion to approve the Minutes of September 17, 2019 Final Public Budget Hearing. Gerard seconded the motion. The motion passed unanimously.

Financial Statements of September 30, 2019 Board Action: Hurley Lane made a motion to approve the Financial Statements of September 30, 2019. Gerard seconded the motion. The motion passed unanimously.

OLD BUSINESS Interlocal Agreement Extension Staff seeks approval for Amendment 1 to the Interlocal Agreement providing an additional 60 days to finalize the terms of the renewed agreement; which addresses funding and modifications to trolley operations. The Agreement’s existing term will be extended until December 2, 2019.

Board Action: Hurley Lane made a motion to extend the current interlocal agreement for 60 days and authorizing Clemente to sign the agreement. Shabazz seconded the motion. The motion passed unanimously.

Wayfinding Contract At the September Meeting, the Board approved staff moving forward with negotiation of the agreement with Don Bell Signs for the Wayfinding Project.

Staff has budgeted $175,000.00 for this project, with the bulk of the funds allocated to the fabrication of the metal frames, the cost of which was unknown. Allowing for contingencies, this agreement is for an amount not to exceed $76,000.00. With additional cost expected for sign layout and printing, we still anticipate coming in significantly under budget.

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

Staff is requesting that the Board approve the agreement with Don Bell Signs for the Pedestrian Level Wayfinding Project.

Board Action: Shabazz made a motion to approve the agreement with Don Bell Signs. Gerard 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.

The committee members are Allison Justice - CRA, Raphael Clemente - DDA and Rick Reikenis - DDA Board Member and Downtown Business Owner - Reikenis &Associates, LLC. The Business Incentive Committee met on Friday September 27, 2019 to review the following seven (7) business incentive grant applications.

Anne Petcko Trust – 124 North Dixie Highway Centre 513 – 515 Clematis Street *American Craft Aleworks – 200 Clematis Street Digital Resource – 218 Datura Street Dor24K – 319 Clematis Street REG – 120 South Olive Avenue Sassafras – 105 South Narcissus Avenue Staff presented committee’s recommendations for funding and asked the board for approvals.

Anne Petcko Trust – 124 North Dixie Highway The Board denied funding for the Anne Petcko Trust property.

Centre 513 – 515 Clematis Street Board Action: Gerard made a motion to approve $50,000 to Centre 513 for the business incentive grant. Shabazz seconded the motion. The motion passed unanimously. *American Craft Aleworks – 200 Clematis Street American Craft Aleworks asked for additional time to resubmit application. It will be brought back to the board later.

Digital Resource – 218 Datura Street Board Action: Shabazz made a motion to approve $50,000 to Digital Resource for the business incentive grant. Hurley Lane seconded the motion. The motion passed unanimously.

Dor24K – 319 Clematis Street The board denied funding for the Dor24K property.

REG – 120 South Olive Avenue Board Action: Hurley Lane made a motion to approve $50,000 to REG for the business incentive grant. Shabazz seconded the motion. The motion passed unanimously.

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

Sassafras – 105 South Narcissus Avenue Board Action: Hurley Lane made a motion to approve $31,537.50 to Sassafras for the business incentive grant. Shabazz seconded the motion. The motion passed unanimously.

ANNOUNCEMENTS No new announcements.

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

Board Action: Hurley Lane made a motion to adjourn the meeting at 11:30 a.m.

Gerard seconded the motion. The motion passed unanimously.

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

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

PNC Bank Operating First Bank - Money Marke Petty Cash

2,562,408 207,773 50

Total Current Assets Other Assets Lease Security Deposit

2,770,231

23,000

Total Other Assets

23,000

Total Assets

2,793,231

CURRENT LIABILITIES

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

0 0 (757) 380 (377)

FUND BALANCE

Fund Balance Net Income

3,004,478 (210,870)

Total Fund Balance

2,793,608

Total Liabilities and Fund Balance

2,793,231

No CPA provides any assurance on these financial statements.

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

Current Year Revenues - Schedule 1 Expenditures Business Development - Schedule 2 Public Realm Maintenance - Schedule 3 Marketing/Public Relations- Schedule 4 Neighborhood Services - Schedule 5 General Office - Schedule 6 Operations - Schedule 7 Professional Services - Schedule 8 Total Personnel Expense Insurance Expense Rent Expense Tax Collection Travel and Training Reserves Total Expenditures

Current Year Surplus (Deficit) DDA Carryforward CRA Carryforward

Total Carry Forwards Net Total Surplus (Deficit)

Year-to-Date

Trolley Gross Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

219

219

4,939,610

0.0%

219

8,284 40,695 11,210 17,533 7,320 2,663 0 69,009 30,085 20,555 3,736 0 0 211,090

8,284 40,695 11,210 17,533 7,320 2,663 0 69,009 30,085 20,555 3,736 0 0 211,090

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

1.6% 3.6% 1.0% 1.1% 4.9% 0.0% 0.0% 8.2% 111.4% 13.7% 22.6% 0.0% 0.0% 3.4%

8,284 40,695 0 17,533 7,320 2,663 0 69,009 30,085 20,555 3,736 0

(210,871)

(210,871)

(1,211,942)

0 49,055 49,055

0 49,055 49,055

357,469 854,473 1,211,942

(161,816)

(161,816)

0

0.0% 5.7% 0.0%

0

0

0

0 0

0

0 11,210

199,880

0

11,210

0

0

(199,661)

0

(11,210)

0

0

0 48,195 48,195

0 0 0

0 0 0

0 0 0

(151,466)

0

0

0

No CPA provides any assurance on these financial statements.

0 860 860 (10,350)

West Palm Beach Downtown Development Authority Supplemental Schedules

-

October 31, 2019 SCHEDULE 1 - CURRENT YEAR REVENUES Current Year Revenues Tax Revenues TIF DDA/CRA Interlocal CRA Project Funding Interest Income Brightline Ticket Sales Revenue Sponsorships Fees and Services Grants and Contributions Total Reimbursements Other Miscellaneous Income CityPlace Shuttle Total Current Year Revenues

Gross

Month

Year-to-Date

Trolley

Annual

Budget

Work Plan

Services

Marketing

Security

Incentives

Budget

%

Y-T-D

Y-T-D

Y-T-D

Y-T-D

Y-T-D

0 0 0 0 219 0 0 0 0 0 0 0

0 0 0 0 219 0 0 0 0 0 0 0

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

0.0% 0.0% 0.0% 0.0% 219.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

0 0 0 0 219 0 0 0 0 0 0 0

219

219

4,939,610

0.0%

219

No CPA provides any assurance on these financial statements.

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules October 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

0 0 0 784 6,500 1,000

0 0 0 784 6,500 1,000

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

0.0% 0.0% 0.0% 2.0% 8.6% 5.6%

0 0 784 6,500 1,000

8,284

8,284

504,257

1.6%

8,284

SCHEDULE 3 - PUBLIC REALM MAINTENANCE Pressure Washing/Street Clean 39,695 Clean Team 0 Graffitti Maintenance 1,000 Landscape Maintenance 0 Holiday Lights 0 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

39,695 0 1,000 0 0 0 0

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

10.6% 0.0% 2.9% 0.0% 0.0% 0.0% 0.0%

39,695 0 1,000 0 0

Total Physical Environment

40,695

1,144,973

3.6%

40,695

Total Business Development

40,695

0

0

0

0

0

0

0

0

0 0

No CPA provides any assurance on these financial statements.

0

West Palm Beach Downtown Development Authority Supplemental Schedules October 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

0 6,350 0 (1,050) 4,000 0 1,910

0 6,350 0 (1,050) 4,000 0 1,910

11,210

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

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

0.0% 3.4% 0.0% -0.8% 1.0% 0.0% 1.2%

0 6,350 0 (1,050) 4,000 0 1,910

11,210

1,151,564

1.0%

0

0 9,353 0 7,480 200 500

0 9,353 0 7,480 200 500

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

0.0% 1.2% 0.0% 10.7% 0.6% 1.6%

0 9,353 0 7,480 200 500

17,533

17,533

1,597,701

1.1%

17,533

0

11,210

0

0

0

0

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

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority Supplemental Schedules October 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

Equipment, Computers, Programs

80 214 7,026

80 214 7,026

50,000 22,500 78,000

0.2% 1.0% 9.0%

80 214 7,026

Total General Office

7,320

7,320

150,500

4.9%

7,320

Telephone Expense

500 1,630 0 58 0 475

500 1,630 0 58 0 475

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

0.0% 10.2% 0.0% 1.9% 0.0% 5.3%

500 1,630 0 58 0 475

Total Operations

2,663

2,663

35,300

7.5%

2,663

General Postage

SCHEDULE 7 - OPERATIONS Automobile Expense Dues Hospitality Board Meeting Publications

No CPA provides any assurance on these financial statements.

0

0

0

0

0

0

0

0

West Palm Beach Downtown Development Authority Supplemental Schedules October 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

0 0 0 0 0

0 0 0 0 0

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

0.0% 0.0% 0.0% 0.0% 0.0%

0 0 0 0 0

0

0

199,545

0.0%

0

Some rounding error may occur.

No CPA provides any assurance on these financial statements.

0

0

0

0

MEMO To:

DDA Board

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

From: Raphael Clemente, Executive Director RE:

Interlocal Agreement 2019 - 2024

Date:

November 19, 2019

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

Staff has prepared a presentation on the critical elements of the Agreement. * At the time of the drafting of this memo a finalized version of the Interlocal Agreement was not available.

This document will be shared with the board as soon as possible prior to the meeting.

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

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 Agreement

Date: November 19, 2019

Recently, we were informed that Tootle Lou Trolleys, owner of Molly’s Trolleys, has sold the company. The new owners are Hoffmann PB Trolleys, a division of Hoffmann Family of Companies.

Hoffmann PB Trolleys will continue to operate as Molly’s Trolleys.

I am requesting approval of the attached amendment changing the Blue Line Trolley Agreement to be between the DDA and Hoffmann PB Trolleys.

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 BLUE LINE TROLLEY SERVICE AGREEMENT THIS AMENDMENT to the BLUE LINE TROLLEY SERVICE AGREEMENT dated February 19, 2019 (the BLTSA) is made and entered into as of November 9th, 2019 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”), TOOTLE LOU TROLLEYS, INC., a Florida Corporation with a principal place of business located at 5900 Georgia Avenue, West Palm Beach, FL 33405 d.b.a. MOLLY’S TROLLEYS (“MOLLY’S”) and HOFFMANN PB TROLLEYS, LLC, A Florida Limited Liability Company with a principal place of business located at 825 Green Bay Road, Suite 100, Wilmette, Illinois 60091 (HOFFMANN).

WHEREAS, the DDA and MOLLY’S entered into the BLTSA for the operation and funding of the Blue Line Tolley Service for calendar year 2019; and WHEREAS, MOLLY’S has subsequently sold its trolley business to HOFFMANN; and WHEREAS, MOLLY’S desires to assigns its rights, duties and responsibilities under the BLTSA to HOFFMANN pursuant to paragraph 13.1 thereof, and WHEREAS, HOFFMANN desires to assume the rights, duties and responsibilities of MOLLY’S under the BLTSA, and WHEREAS, the DDA, MOLLY’S and HOFFMANN desire to enter into this First Amendment to the BLTSA; NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows: Page 1 of 4

ARTICLE I ASSIGNMENT OF THE BLUE LINE TROLLEY SERVICE AGREEMENT 1.1

Effective as of the date first above written, all rights, duties and responsibilities of

MOLLY’S under the BLTSA are hereby assigned to HOFFMANN. 1.2

Effective as of the date first above written, HOFFMANN has assumed all of the

rights, duties and responsibilities under the BLTSA and except as modified by this First Amendment, all terms and conditions thereof shall remain in full force and effect.

ARTICLE II INSURANCE 2.1

HOFFMANN represents and warrants that it currently has the insurance coverage

required pursuant to the WPB Contract and that it will maintain this coverage for the entire term of this Agreement and that the DDA is an additional named insured pursuant to said insurance.

ARTICLE III INDEMNIFICATION 3.1

HOFFMANN hereby agrees to indemnify, defend and hold the DDA, its directors,

officers, employees and agents, harmless from and against all loss, cost and expense in connection with proceedings, judicial or otherwise, and claims, demands, and judgements, together with costs and expenses including attorneys’ fees and expenses relating thereto, including but not limited to fees incurred in the handling or preparing of claims or demands and all litigation at trial or appellate levels arising out of damage or injury to person or property occurring from the performance of the services and obligations under the BLSTA as set forth in Article X thereof.

Page 2 of 4

ARTICLE IV NOTICE 4.1

All notices, demands, consents, approvals, statements, inquiries and invoices to be

given under this Agreement shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. All notices or other communications shall be sent by any of the following means: registered or certified mail; national express air courier, provided such courier maintains written verification of delivery; or personal service. Any notice or other communication shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.

To HOFFMANN:

Greg Hoffmann, Manager Hoffmann PB Trolleys, LLC 825 Green Bay Road, Suite 100 Wilmette, Illinois 60091

To DDA:

Raphael Clemente, Executive Director Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, FL 33401

With Courtesy Copy to:

R. Max Lohman, Esq. Lohman Law Group, P.A. 500 S. Australian Ave, Suite 539-540 West Palm Beach, FL 33401 [Signatures on next page.]

Page 3 of 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above.

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

TOOTLE LOU TROLLEYS, INC.

_________________________________ Raphael Clemente, Executive Director

_________________________________ John W. Critchett, Vice-President

HOFFMANN PB TROLLEYS, LLC

_________________________________ Gregg Hoffmann, Manager

Page 4 of 4

MEMO To:

DDA Board

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

From: Raphael Clemente, Executive Director RE:

Entertainment District Command Position

Date:

Tuesday, November 12th, 2019

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.

The Security Ambassador Program was established around the same time and was designed to work hand in hand with the EDU team. In the 3 years following the establishment of these two programs, crime in the downtown area decreased by 50% and public perception improved significantly.

Beginning in approximately 2015 the structure of the EDU changed, funding for some of the positions was decreased or eliminated, and the effectiveness of the program was diminished. The Police Department is currently working to reestablish the EDU structure as it was in the first years of the program, with a Lieutenant as the fulltime commander of the program.

Due to staffing shortages and funding constraints, Assistant Chief Rick Morris has requested assistance with funding the Lieutenant position for one year. DDA staff has worked to build a coalition of support to include Related Companies and the Downtown Merchant Association in this effort. One hundred thousand dollars has been identified for reallocation to support this request.

Staff 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 Ph: 561.833.8873 Fax: 561.833.5870 * DowntownWPB.com

West Palm Beach Police Department FY 2020 Topped out Lieutenant Expense Wages Special Pay

Justification

$58.41

2080 hours per year Education Incent $80 monthly

121,493 960

Sub-total of earnings► Special

Medicare Pension Health Life VEBA Work. Comp

122,453

Uniform & Shoe Allowance Holiday Pay Patrol O Prem for 11.5 hr Shifts All Earnings x 1.45% Wages & Overtime x 33.68% Average 741.00 per month Rate of .0035 4% Base Wages x 4.7%

730 5140 2278 1,883 43,740 8,892 236 4,860 5,710

Total Personal Services Cost ►

Uniform

195,922

Uniform, Vest, gun & safety equip

3,400

Operating Expense ► Equipment Equipment Equipment Maint

3,400

Portable Radio Lap top Ruggidized Marked Police Vehicle Veh Maint

4,150 704 45,941 11,000

Sub-total Vehicle & Equipment ► Total Lieutenant & Equipment ►

New Officer costing costing by Liz Ciraco, Police Fiscal Services

65,195

$

264,517

MEMO To:

DDA Board

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

From: Sherryl Muriente, Manager of Urban Placemaking RE:

Licensing Agreement for 314 Clematis Porch

Date:

November 19, 2019

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

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

REVOCABLE LICENSE TO USE PUBLIC PROPERTY Matter No. 24439 THIS REVOCABLE LICENSE TO USE PUBLIC PROPERTY (the “License”) is made and entered into by and between the WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY, whose address is 401 Clematis Street, West Palm Beach, Florida 33401 (hereinafter “”) and the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, an independent special district established under the laws of the State of Florida, whose address is 301 Clematis Street, Suite 200, West Palm Beach, Florida 33401-5322 (the “DDA”).

WITNESSETH: WHEREAS, the CRA owns the property located at 314 Clematis St., West Palm Beach, Florida; and WHEREAS, the CRA is in the process of finalizing design and construction plans and the first floor of the property is currently unoccupied; and WHEREAS, the DDA wishes to activate the front porch space on the first floor of the property; and WHEREAS, the CRA agrees to grant to DDA a license for exclusive use of the front porch space for pop-up businesses until such time that the CRA is ready to commence construction at the property; and NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows: 1.

Grant of License.

1.1 Property. CRA hereby grants to the DDA, a revocable license for the DDA to use the vacant front porch of the property located 314 Clematis St., West Palm Beach, Florida (the “Property”), under the terms and conditions of this Agreement.

1.2

Use of Property.

1.2.1 The DDA may utilize the Property for pop-up shops and other community

events.

1.2.2 The DDA shall be permitted to place furniture and fixtures on the Property.

All furniture and fixtures shall be moveable; no permanent installations shall be permitted.

The DDA shall remove all personal property at the conclusion of this Agreement.

1.2.3 The DDA shall comply with the Americans with Disabilities Act in the installation of furnishings and the programming of events at the Property.

24439 DDA 314 Clematis License 11.5.19

2.

Term. The term of this License shall commence on the date executed by the later of the CRA and DDA (“Effective Date”) and continue until the CRA commences construction at the Property, or until such time this Agreement is terminated by either party. This is a license, and the CRA may suspend or terminate this License upon thirty (30) calendar days’ notice to the DDA. 3.

License Fee. This License shall be granted by the CRA to the DDA free of charge.

4.

Property Inspection and Maintenance.

4.1 Property Maintenance. During the term of this Agreement, the DDA shall be responsible for maintenance of the Property including litter removal and shall maintain a neat and clean appearance. Any personal property remaining on the Property as of the expiration or termination of this Agreement shall become the property of the CRA. The DDA shall reimburse the CRA for the cost to remove any personal property remaining on the Property unless agreed otherwise.

4.2 Property Inspection. A joint pre and post-use physical inspection report of the Property shall be made and signed by the parties; the purpose of the inspections shall be to reflect the existing site conditions 5.

Indemnity. No party shall be deemed to assume any liability for the negligent or wrongful acts or omissions of another party. Subject to the limitations of Section 768.28, Florida Statutes, and without waiving its sovereign immunity, the DDA agrees to indemnify the CRA for any claim, loss or injury arising out of the DDA’s use of the Property. Nothing contained herein shall be construed as a waiver of the CRA’s liability limits established in Section 768.28, Florida Statutes.

6.

Insurance. The DDA maintains general liability coverage. The DDA agrees to keep such insurance fund in full force and effect continuously during the term of the Agreement. The DDA will provide CRA with evidence of the existence of its insurance upon written request.

Nothing in this section is intended to alter or waive the DDA's entitlement to statutory or common law sovereign immunity, or to extend the DDA's liability beyond the limits established in section 768.28, Florida Statutes, as amended.

7.

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

8.

Notice. Whenever this License requires that notice be given or served by either party to the other, such notice shall be given or served in writing to the other party and deposited in the U.S. mail with postage prepaid. Either party may change its mailing address at any time by serving the other written notice thereof. Notice to the CRA shall be mailed to the address set forth on page 1, Attention: CRA Executive Director. Notice to DDA shall be mailed to the address set forth on page 1.

24439 DDA 314 Clematis License 11.5.19

9.

Termination. The parties recognize that this is a license, and either the CRA or DDA may terminate this License upon thirty (30) days’ written notice to the other party.

10.

Governing Law; Jurisdiction; Venue; Litigation. This License shall be construed and interpreted, and the rights of the parties hereto determined, in accordance with Florida law without regard to conflicts of law provisions. The CRA and DDA submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any suit concerning this License shall be Palm Beach County, Florida, or the Federal Southern District of Florida. DDA agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum nonconveniens. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS LICENSE. 11.

Non-Discrimination. In performing under this License, DDA shall not discriminate against any person because of race, color, religion, sex, gender identity or expression, genetic information, national origin, age, disability, familial status, marital status or sexual orientation.

12.

Inspector General. DDA is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from DDA and its subcontractors and lower tier subcontractors. DDA understands and agrees that in addition to all other remedies and consequences provided by law, the failure of DDA or its subcontractor or lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the CRA to be a material breach of this License justifying its termination.

13.

Assignment. DDA shall not, without the prior written consent of the CRA, which consent may be withheld or conditioned by the CRA in its sole and absolute discretion, transfer, sublet or assign this License or any interest herein.

14.

No Partnership Relationship. The provisions of this License are not intended to create, nor shall they be in any way interpreted or construed to create, a joint venture, partnership, or any other similar relationship between the parties.

15.

Entire Agreement. This License constitutes the entire agreement between the parties hereto and supersedes all prior understandings, if any. There are no other oral or written promises, conditions, representations, understanding or terms of any kind as conditions of inducement to the execution hereof and none have been relied upon by either party. Any subsequent conditions, representations, warranties or agreements shall not be valid and binding upon the parties unless they are in writing and signed by both parties and executed in the same manner as this instrument.

[Signatures on next page.]

24439 DDA 314 Clematis License 11.5.19

IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed as of the date first set forth above.

WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY

By: Keith A. James, Chair Dated: Attest: Secretary CRA Counsel Approved as to form and legality By: _______________________________

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

Attest:______________________________ Raphael Clemente, Executive Director

By:__________________________________ Robert Sanders, Chair

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

24439 DDA 314 Clematis License 11.5.19

Dated:

____, 2019.