November 6 Board Packet

REGULAR BOARD MEETING Downtown Development Authority Tuesday, November 16, 2021 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 https://us02web.zoom.us/j/81152366776 Dial: +1 301 715 8592 Webinar ID 811 5236 6776 CALL TO ORDER

Rick Reikenis

PUBLIC COMMENTS AND QUESTIONS EXECUTIVE DIRECTOR’S REPORT PRESENTATIONS Brand Atlantic 301 Clematis Street

Craig Monzio

CONSENT CALENDAR (Action Required)

Rick Reikenis

•

Minutes of Regular Board Meeting October 12, 2021

•

Financial Statements of October 30, 2021

OLD BUSINESS (Action Required) • Public Relations Contract

Teneka James-Feaman

NEW BUSINESS (Action Required) •

DDA Executive Director Employment Contract

•

Comcast Contract

•

Holiday Lighting Contract Amendments

•

Budget Amendment FY 2021 Budget Resolution No. 8-2021

Rick Reikenis Teneka James-Feaman

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

Catherine Ast Shelly Williams

MINUTESREGULAR BOARD MEETING Downtown Development Authority Tuesday, October 12, 2021 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 https://us02web.zoom.us/j/82782563817 Dial: +1 301 715 8592 Webinar ID: 827 8256 3817 ATTENDANCE DDA Board members in attendance: Chairman, Rick Reikenis; Vice Chairman, William Jacobson; Mary Hurley Lane; and Varisa Lall Dass. DDA Staff in attendance: Raphael Clemente, Sabrina Lolo, Catherine Ast, and Max Lohman, Esq. DDA staff in attendance via Zoom: Teneka James-Feaman and Shelly Williams, Sherryl Muriente. Guests in attendance: Keith Spina (Spina O’Rourke + Partners), Craig Monzio (Brand Atlantic Real Estate Partners LP).

CALL TO ORDER Chairman Reikenis called the meeting to order at 8:45 a.m.

PUBLIC COMMENTS AND QUESTIONS None presented.

Executive Director’s Report 314 Clematis Street Clemente, presented an update with a floorplan for 314 Clematis, a collaborated project with the Spina O’Rourke team and the CRA depicting office and vendor/retail spaces, including a patio area and stairwell. The question was posed whether the building would have access to/from the alley. Clemente responded that there will be an opening to the alley, but not as originally proposed as the back wall has been somewhat of a challenge and is considerably more costly. A request was made to give examples of the type of tenant to occupy the space. Clemente gave the example of The 1909 Foundation as a potentially suitable tenant due to their growth and adamancy to remain downtown. Hurley Lane inquired if one company will occupy the entire office space area. Clemente expressed that is the objective and presented the floorplan and specs depicting 14,000 square feet with 5,000 or 6,000 square feet dedicated to office space. The concept of office space being divided into two or three offices with a common area of shared restrooms was introduced in the event one potential tenant preferred not to occupy the entire 5,000 or 6,000 sq. ft. office space. Clemente advised that the next steps are to get a green light from the CRA on the floorplan, then begin considering contractors. Mr. Spina suggested the following steps should be completing a set of construction documents, acquiring a permit, and obtaining competitive contractor bids.

He noted that certain details are required to complete a set of construction documents to initiate building the space. Mr. Spina was asked about the possibility of a thoroughfare concept that offers flexible office space with front glass facing Clematis Street. He responded favorably to the concept and reiterated that the construction drawings could be completed in about 4-5 weeks before advancing to the next phase of acquiring a permit.

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

Tree Project The tree project engagement with the City and Downtown Neighborhood Association (DNA) have selected 12 sites initially as the costing analysis continues with at target date of early 2022. Hurley-Lane inquired about the care maintenance plan for the trees. Reikenis stated the city has budgeted, identified locations, and is currently studying the cost analysis specifying where trees may be installed and maintained. He further explained that The DNA will obtain a commitment statement from the property owners which will outline the responsibility of the property owner. Hurley-Lane inquired about what steps will be taken if the property owner does not fulfill commitment of the tree maintenance. Reikenis and Clemente responded that will need to be addressed in further detail and will be part of the impending commitment statement.

CONSENT CALENDAR Minutes of the Regular Board Meeting September 21, 2021, Minutes from the Final Public Hearing Meeting September 21, 2021, and Financial Statements of September 30, 2021 were presented for review and approval.

Board Action:

Approval of the Consent calendar was motioned by Hurley Lane and seconded by Jacobson. The motion passed unanimously.

OLD BUSINESS •

Clean Team Update: Ast presented a 90-day overview of The Clean Team efforts. She shared that over six tons of trash was collected since July 1, 2021. She also presented efforts in reference to additional pressure washing in different areas within the district. Additionally, she noted a large increase in overall landscaping with all Clematis streetscapes complete (160 hanging baskets and 23 plant beds). It was stated there has been noticeable improvement in tree trimming. There will also be additional lighting for the 200 block through the 500 block on Clematis.

•

COVID Loan Program: Clemente provided an overview of the COVID Loan Program and stated that the loan principals have been forgiven for the small businesses within the district. Business owners will now only be responsible for the accrued interest.

NEW BUSINESS Clemente then introduced the following new and returning Downtown events.

• Vamos a Bailar, Via Jardin Courtyard, Friday, October 8, 2021.

• The Bike Valet, sponsored by the Downtown Development Authority to promote and encourage bike transportation began October 2, 2021, at The Green Market. Free parking at the entrance.

• Circuit Transit, free rides daily within the district with the start date being Monday, October 18th.

• Sunset Silent Disco, Every 3rd Saturday on the waterfront.

• Wellness Hour, every 1st Monday, 3 different locations (Meyer Amphitheater, CityZen Garden, Alexander Art Plaza).

• Community Cafecito, sponsored by the DDA, 314 Clematis Street (until construction begins, then will be held at the DDA office), every other Wednesday, starting in November, 3 p.m. All are welcome for Conversation and Cafecito.

• Demetrius Klein Modern Dance Studio, Thursday night dance practices, 314 Clematis Street.

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

PRESENTATION Serving as an engineer on the Brand Atlantic (301 Clematis and 300 Banyan) project, Reikenis recused himself from the Brand Atlantic presentation and will be providing Form 8B for his recusal, form attached. The meeting was then turned over to Jacobson who inquired how the traffic would be managed in reference to the Brand Atlantic project. Mr. Craig Monzio of Brand Atlantic responded that as a proactive approach to address traffic congestion, the building is designed to accommodate deliveries. He added that Brand Atlantic is having ongoing dialogue with the City to develop other functional approaches to traffic issues. Clemente inquired about plans for Banyan Garage. Monzio responded that he believes the city is scheduling an RFP for that construction.

It was discussed that the DDA Board members may express their individual support for the Brand Atlantic project, but not in the capacity of a DDA Board member.

Board Action: ADJOURNMENT

Reikenis moved to adjourn the meeting. Jacobson made a motion to adjourn, Hurley-Lane seconded the motion. The motion was unanimously passed.

Mr. Reikenis adjourned the meeting at 9:47 a.m.

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

No CPA provides any assurance on these financial statements.

3,995,860

Total Liabilities and Fund Balance

(1,126)

0 0 (1,154) 28

3,995,860

23,000

3,972,860

3,996,986

4,288,189 (291,203)

23,000

3,813,225 159,585 50

Total Fund Balance

Net Income

Fund Balance

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

Total Assets

Total Other Assets

Other Assets Lease Security Deposit

Total Current Assets

Petty Cash

PNC Bank Operating Undeposited Funds

Current Assets

CURRENT LIABILITIES

ASSETS

West Palm Beach Downtown Development Authority Balance Sheet October 31, 2021

(291,206) 1,550 139,703 141,253

(291,206) 1,550 139,703 141,253 (149,953)

Current Year Surplus (Deficit)

DDA Carryforward

Total Carry Forwards

Net Total Surplus (Deficit)

0

360,925 3,190,605 3,551,530

(3,551,530)

984,693 1,931,872 1,582,526 1,845,000 104,000 39,050 260,800 890,000 40,000 198,000 18,000 25,285 627,774 8,547,000

4,995,470

Budget

Gross Annual

0.4% 4.4% 4.0%

1.0% 2.6% 2.1% 3.1% 10.5% 0.0% 0.9% 7.7% 79.9% 11.9% 21.2% 1.5% 0.0% 3.4%

0.0%

%

Budget

(149,953)

1,550 55,950 57,500

(207,453)

208,594

9,723 50,082 0 6,260 10,940 1,486 2,308 68,124 31,970 23,513 3,809 379

1,141

Y-T-D

Work Plan

No CPA provides any assurance on these financial statements.

(149,953)

9,723 50,082 32,773 57,240 10,940 1,486 2,308 68,124 31,970 23,513 3,809 379 0 292,347

9,723 50,082 32,773 57,240 10,940 1,486 2,308 68,124 31,970 23,513 3,809 379 0 292,347

CRA Carryforward

1,141

Year-to-Date

1,141

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 October 31, 2021

West Palm Beach Downtown Development Authority Trolley

0

0

0 50,980 50,980

(50,980)

50,980

50,980

Y-T-D

Services

0

0

0 32,773 32,773

(32,773)

32,773

32,773

Y-T-D

Marketing

Y-T-D

Security

0

0 0 0

0

0

0

0

Y-T-D

Incentives

0

0 0 0

0

0

0

0

1,141

Total Current Year Revenues 1,141

0 0 0 0 0 0 0 0 0 1,052 89 0 0

Year-to-Date

4,995,470

2,460,385 (2,278,400) 0 4,813,385 0 100 0 0 0 0 0 0 0

Budget

0.0%

0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

%

1,141

0 0 0 0 0 0 0 0 0 1,052 89 0 0

Y-T-D

Y-T-D

Trolley Work Plan

Services

Budget

Gross Annual

No CPA provides any assurance on these financial statements.

0 0 0 0 0 0 0 0 0 1,052 89 0 0

Month

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

SCHEDULE 1 - CURRENT YEAR REVENUES

October 31, 2021

Supplemental Schedules

-

0

0

Y-T-D

0

Marketing

Y-T-D

Security

0

Y-T-D

Incentives

0

50,082

Total Physical Environment

1,931,872

500,000 415,000 25,000 607,087 175,000 109,785 100,000

984,693

399,000 206,515 40,500 194,638 105,000 39,040

2.6%

4.1% 6.9% 4.0% 0.0% 0.0% 0.0% 0.0%

1.0%

0.0% 0.0% 0.0% 5.0% 0.0% 0.0%

%

Work Plan

50,082

20,462 28,620 1,000 0 0 0 0

9,723

0 0 9,723 0 0

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

50,082

20,462 28,620 1,000 0 0 0 0

SCHEDULE 3 - PUBLIC REALM MAINTENANCE 20,462 Clean Team 28,620 Graffitti Maintenance 1,000 Landscape Maintenance 0 Holiday Lights 0 Signage & Pedestrial Wayfinding 0 Capital Projects/Alleys 0

Pressure Washing/Street Clean

9,723

9,723

Total Business Development

0 0 0 9,723 0 0

0 0 0 9,723 0 0

Year-to-Date

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

Month

Supplemental Schedules October 31, 2021

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

0

57,240

500 50,980 0 3,000 2,000 760

32,773

5,782 0 0 500 14,427 94 11,970

Year-to-Date

1,845,000

75,000 780,000 825,000 40,000 75,000 50,000

1,582,526

173,873 226,240 85,000 179,522 542,891 175,000 200,000

3.1%

0.7% 6.5% 0.0% 7.5% 2.7% 1.5%

2.1%

3.3% 0.0% 0.0% 0.3% 2.7% 0.1% 6.0%

%

Work Plan

0

6,260

3,000 2,000 760

500

Y-T-D

0

50,980

50,980

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

57,240

Total Res. Services/Quality of Life

Community Engagement

Public Space Programs

Transportation Security and Policing

Homeless Outreach

Residential Programming

32,773

5,782 0 0 500 14,427 94 11,970

500 50,980 0 3,000 2,000 760

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 October 31, 2021

West Palm Beach Downtown Development Authority

0

32,773

5,782 0 0 500 14,427 94 11,970

Y-T-D

Marketing

Y-T-D

Security

0

0

0

Y-T-D

Incentives

0

0

Total Operations

Telephone Expense

Publications

SCHEDULE 7 - OPERATIONS Dues Hospitality Board Meeting

Total General Office

Equipment, Computers, Programs

General Postage

SCHEDULE 6 - GENERAL OFFICE General Office Expense

1,486

1,050 0 0 11 425

10,940

2,020 0 8,920

Year-to-Date

39,050

9,000 10,250 5,500 300 14,000

104,000

35,000 12,000 57,000

3.8%

11.7% 0.0% 0.0% 3.7% 3.0%

10.5%

5.8% 0.0% 15.6%

%

Work Plan

1,486

1,050 0 0 11 425

10,940

2,020 0 8,920

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

1,486

1,050 0 0 11 425

10,940

2,020 0 8,920

Month

Supplemental Schedules October 31, 2021

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

2,308

0 2,308 0 0 0

Year-to-Date

260,800

24,000 95,000 27,500 82,300 32,000 0.9%

0.0% 2.4% 0.0% 0.0% 0.0%

%

Work Plan

2,308

0 2,308 0 0 0

Y-T-D

Y-T-D

Services

Budget

Annual Budget

Trolley

Gross

No CPA provides any assurance on these financial statements.

2,308

Total Professional Services

Some rounding error may occur.

0 2,308 0 0 0

SCHEDULE 8 - PROFESSIONAL SERVICES Accounting Professional Service Audit Studies and Surveys Legal

Month

Supplemental Schedules October 31, 2021

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 Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Mary Hurley Lane Cynthia Nalley Bob Sanders Upendo Shabazz

FROM: Teneka James-Feaman RE:

Public Relations Contract

DATE: Tuesday, November 16, 2021

_________________________________________________________________________________________

In September 2021, the DDA Board awarded the contract for the Public Relations RFP 2021- 002 to rbb Communications.

To maximize the impact of the services and expertise available to the DDA under this contract, staff has budgeted to allow for additional outcomes on an as-needed basis, such as media training, assistance with the development of new programs, media placement review, and identifying additional outcomes for advertising and branding efforts.

Staff is requesting Board approval to execute the new contract not to exceed $152,000 per year for two years with an option to renew for one additional year. The new contract would begin November 1, 2021.

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

DOWNTOWN DEVELOPMENT AUTHORITY CONSULTING SERVICES AGREEMENT THIS AGREEMENT, entered on this 1st day of November, 2021, by and between the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, an Independent 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, hereinafter the “DDA”, and RBB Communications, LLC., a Florida Limited Liability Company, with offices located at 355 Alhambra Circle, Coral Gables, FL 33134 WHEREAS, the DDA has requested proposals for a public relations firm to lead the public relations and marketing efforts on behalf of the DDA as set forth in RFP2021-002 – Public Relations Services; and WHEREAS, the DDA has selected RBB Communications as the provider who could best serve the interests of the DDA in performing these public relations and marketing services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged by both parties, the parties agree as follows.

1. RECITALS: The above recitals are true and correct.

2. RFP AND RESPONSE INCORPORATION: The terms and conditions of the DDA’s request for proposal (DDA RFP No. 2021-002) and RBB Communications, LLC’s fully executed response to the RFP (Public Relations and Marketing Services Proposal for Downtown Development Authority, Submitted August 13, 2018) are attached hereto as composite Exhibit “A” and are hereby incorporated into this Agreement.

3. SCOPE OF SERVICES:

The following consulting services will be provided by RBB

Communications, LLC to assist the DDA with its public relations and marketing goals, A. Develop and execute a media strategy to communicate initiatives, projects, events and to market Downtown West Palm Beach as a destination on a weekly, monthly, and annual basis.

B. Prepare campaigns for diverse groups annually development and execution of communication strategy for Spanish-language media.

C. Analyze event demographics and determine new audiences to target for each event and develop strategies to accomplish.

D. Analyze existing event survey data and provide public relations strategies to accomplish suggested staff-approved recommendations.

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E. Develop strategies whereby the DDA and its partners can produce events and activities that further develop Downtown West Palm Beach as a destination for visitors.

F. To serve as the primary contact for all local, regional, national, and international public relations requests; and G. Develop a comprehensive electronic media kit for each initiative, event, and activity produced by the DDA: H. Must include the following: fact sheet, press release, photos, and other collateral that might be available.

I.

Examples include grand openings, ribbon cutting events of DDA Residential Programs and large-scale development projects, launch of new business initiative, etc.

J.

Create and distribute calendar listings for DDA events and incorporate relevant events taking place within the district in all pertinent publications, including daily, weekly, and monthly print and online publications.

K. Pitch stories and photo opportunities to local, regional, and national outlets; seek out and schedule interviews with event spokesperson, entertainers, vendors etc.

L. Develop, maintain relationships, and create mutually beneficial cross promotions with local partners, such as City of West Palm Beach Community Events, Discover The Palm Beaches, and the Cultural Council for Palm Beach County.

M. Coordinate inclusion in FAM tours and overall Palm Beach County public relations efforts in conjunction with Discover The Palm Beaches’ opportunities.

N. Develop a concept for creative press conferences and media events and execute planning and implementation.

O. Monitor social media and news channels to see what others are saying about the DDA, A & E District and Downtown West Palm Beach.

P. Arrange and act as liaison for live broadcasts during events.

Q. Conduct media training for DDA staff.

R. Work with photographer and videographer for events/activities. i. Secure good promotional shots of the event/activity. ii. Develop a shot list, outline, and/or timeline for photographer/videographer. iii. Prepare photos and video clips for follow up with media.

S. Send all media clips to DDA staff for timely posts on the DDA managed websites and various communication channels.

T. Be on site day of the event to handle all media requests.

Page 2 of 6

U. Maintain PR report including all media releases and advisories, media clips with associated media value and tabulation of total media value obtained, log of television and radio appearances or shots arranged and any other pertinent information. To be provided in monthly reports due on the last day of each month.

V. Write and disseminate press releases, articles, advertorials, and op-ed pieces leading to press coverage.

W. Attend City Commission, CRA Board, DDA Board and staff meetings as necessary.

4. COMPENSATION: The DDA shall pay a monthly retainer fee equal to no more than 67.3% of the total annual contract; a sum not to exceed ONE HUNDRED AND FIFITY TWO THOUSAND DOLLARS ($152,000) annually. Monthly retainer of EIGHT THOUSAND FIVE HUNDRED DOLLARS ($8,500) per month for the services set forth under Section 3, “SCOPE OF SERVICES”; and in no event shall the total amount of professional fees including creative marketing on an annual basis exceed ONE HUNDRED AND FIFITY TWO THOUSAND DOLLARS ($152,000) annually, unless there is a written addendum executed to this Agreement.

5. COMMENCEMENT; TERM; TERMINATION OF AGREEMENT: This Agreement shall commence on November 1, 2021 and shall be effective only when signed by all parties. The initial Term of this Agreement shall be for a period of two (2) years and may be extended for one additional year by mutual agreement of the parties. This Agreement may also be terminated by either party upon sixty (60) days written notice to the other party via hand delivery, certified mail, or national courier service (i.e. Federal Express) delivered to the following addresses: AS TO: RBB Communications, LLC 355 Alhambra Circle Coral Gables, FL 33134 Attn: Christine Barney, Manager AS TO: DDA West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Attn: Executive Director 6. INDEPENDENT CONTRACTOR; INSURANCE AND INDEMNITY: understands and acknowledges that RBB Communications, LLC is an independent contractor

Page 3 of 6

and not an agent of the DDA and as such is obligated to procure and maintain insurance necessary to cover all services rendered. RBB Communications, LLC, upon execution of this Agreement, hereby agrees to the Insurance and Indemnification requirements as set forth in Attachment 4 to the DDA’s Request for Proposal (DDA RFP No. 2018-001) set forth in composite Exhibit “B”.

7. GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement and the services performed here under.

8. ATTORNEYS’ FEES: Should a dispute arise, the prevailing party, both at the trial and appellate levels, shall be entitled to all costs and attorney’s fees.

9. OWNERSHIP: RBB Communications, LLC agrees and acknowledges that all instruments of professional services, including but not limited to, documents, records, disks, original drawings, images, logos, trademarks, slogans, artwork, written materials, drawings, photographs, graphic materials, films or music, that is created specifically for DDA by RBB Communications, LLC under this Agreement shall be the property of the DDA for its use and/or distribution as may be deemed appropriate by the DDA, once all associated invoices are paid.

10. NON-ASSIGNMENT: This Agreement may not be assigned without prior written consent of the parties.

11. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, RBB Communications, LLC must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services.

Upon request, RBB Communications, LLC must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, RBB Communications, LLC shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, RBB Communications, LLC shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work, transfer to the DDA, at no cost to DDA, all such records in the possession of RBB Communications, LLC and destroy any duplicates thereof. Records that are stored electronically must be transferred to DDA in a format that is compatible with DDA’s information technology systems.

12. NO WAIVER OF BREACH: The failure of DDA to insist in any one or more instances upon strict

Page 4 of 6

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, signed by DDA. 13. 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 full force and effect and shall in no way be affected, impaired or invalidated.

14. ENTIRE AGREEMENT; FUNDING CONTINGENCY: This five (5) page agreement, along with all other documents referred to in paragraph 2. above, constitute the entire understanding of the parties with respect to the provision of services as set forth herein to be performed by RBB Communications, LLC. 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. This Agreement and all obligations of the DDA are subject to and contingent upon annual budgetary funding and appropriations by the DDA.

[The remainder of this page left intentionally blank.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above.

RBB Communications, LLC. Witness: _________________________________ _________________________________

_________________________________ By: Christine Barney, Manager (Corporate Seal)

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

Attest: __________________________ Raphael Clemente, Executive Director

_________________________________ By: Rick Reikenis, Chairman

Page 6 of 6

MEMO TO:

DDA Board Bill Jacobson, Vice Chairman Bob Sanders Upendo Shabazz Mary Hurley Lane Cynthia Nalley Varisa Lall Dass

FROM: Rick Reikenis, Chairman RE:

Executive Director Employment Agreement 2022-2026

DATE: Tuesday, November 16, 2021

_________________________________________________________________________________________

Attached please find the proposed Executive Director Employment Agreement to become effective January 1, 2022.

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

EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this ____ day of ________, 2021, by and between the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY (hereinafter "Employer"), an independent special district created by special act of the Florida Legislature and RAPHAEL CLEMENTE (hereinafter "Employee"), both of whom agree as follows: WITNESSETH: WHEREAS, Employer was created to enhance the economic vitality and aesthetic attractiveness of the Downtown area of the City of West Palm Beach; and WHEREAS, Employer hired Employee as its Executive Director and Chief Executive Officer by an Employment Agreement dated December 13, 2011 which was amended on three (3) separate occasions; and WHEREAS, the Employment Agreement expires December 31, 2021; and WHEREAS, Employer desires to retain Employee as its Executive Director and Chief Executive Officer; and WHEREAS, Employee desires to accept such employment.

NOW THEREFORE, Employer and Employee agree as follows: Section 1. Duties.

Employer agrees to continue to employ Employee as its Executive

Director to act as its Chief Executive Officer to assist Employer in carrying out the functions as stated in the Act creating Employer and to perform such other lawful and proper duties as Employer shall from time to time direct. Employee agrees to apply his full time and efforts exclusively to such employment during the term hereof; Employee may engage in occasional teaching, writing, lecturing, or consulting, for compensation during his time off (such as evenings, weekends, and vacation periods) as approved in advance by the Employer.

Section 2. Term.

This Agreement shall commence as of January 1, 2022, (the

“Commencement Date”) and, subject to prior termination pursuant to Section 3 below, shall extend through December 31, 2026 with the option to extend this Agreement for a sixth year upon mutual written agreement of the parties.

Section 3. Termination; Severance Pay. A.

Voluntary Resignation.

Employee may voluntarily resign as Executive Director

by giving Employer ninety (90) days advance written notice. Upon such voluntary resignation, Employee shall receive no severance payment. Employee shall receive payment for unused Page 1 of 6

vacation time and unused sick time consistent with Section 7.

B.

Termination for Cause.

Employer may terminate Employee at any time and

without notice or payment of severance pay for “Cause”, defined as: (1) the failure of Employee to perform any of his material obligations or duties hereunder (other than a failure due to his total disability); (2) the commitment by Employee of an act of fraud or theft against Employer; or (3) the conviction of Employee of (or the pleading by Employee of nolo contendere to) a felony, provided that if the Employer asserts that “Cause” under item (1) above exists, it shall give Employee written notice thereof and if such default is cured to the satisfaction of Employer within ninety (90) days after such notice is delivered to Employee, “Cause” shall not be deemed to exist on that account. Employer shall have no obligation to pay Employee any severance pay upon termination for Cause. Employee shall receive a lump sum payment for unused vacation and unused sick time consistent with Section 7 within ten (10) days from date of termination.

C.

Termination Without Cause.

Employer may terminate Employee’s services for

any reason without notice at any time. If Employer terminates Employee’s employment hereunder prior to any termination date for any reason other than Cause (as defined in Paragraph B. of this Section), Employer shall pay Employee a lump sum payment equal to twenty (20) weeks aggregate salary, at his then-current rate of pay and benefits with all unused vacation time and accumulated sick time in accordance with Section 7 and payment of Employee’s and his eligible dependents COBRA insurance premiums for twelve (12) months, provided that, in the event Employee secures and/or begins full-time employment in a position with equivalent or greater pay and benefits prior to or within that twelve (12) month period, the Employer’s obligation to pay COBRA insurance premiums shall cease. Employer shall not be obligated to make any payment under this subsection C. unless, within ten (10) days from the date of termination, the Employee shall execute and deliver to Employer a general release of Employer, its Board Members, officers, agents, and employees for all acts and actions (whether accrued or subsequently accruing) form the beginning of time until the date of the release, said release form to be prepared by and satisfactory to Employer’s General Counsel. Employer shall make all payments required under this subsection C. within ten (10) days of receiving said general release.

In the event Employee voluntarily resigns or is terminated for any reason under this Section 3, Page 2 of 6

Employer agrees to provide Employee with a neutral reference. If Employer receives a job reference inquiry regarding Employee, Employer will only disclose Employee’s dates of employment and position held.

Section 4. Salary.

A.

Base Salary.

Beginning on the Commencement Date, Employer shall pay

Employee for his services hereunder a yearly base salary of [insert new compensation], payable in twice-monthly installments on the fifteenth day and last day of each month.

B.

Annual Review. Employer agrees to review Employee’s performance hereunder

in good faith at least annually at which time Employee shall be eligible for but not automatically entitled to an increase in salary and/or benefits. Employer shall make a good-faith effort to complete such annual review no later than November 30th of each calendar year.

Section 5.

Working Hours and Compensation Time Off.

Employer recognizes that

Employee will necessarily devote many hours outside of normal office hours to the business of Employer and agrees that Employee may take reasonable compensatory time off during normal office hours. In the event of dispute, Employer’s good-faith determination of what is “reasonable compensatory time off” shall control.

Section 6. Fringe Benefits.

A.

Professional Development. Dues and Subscriptions. Employer shall pay: (1) such

travel and subsistence expenses of Employee for professional and official travel, meetings and occasions, including, without being limited to, the Mid-year and Annual Conference of the International Downtown Association, The Florida State Downtown Association and such other national, regional, state or local groups or committees relevant to Employer’s goals and objectives in or on which Employee serves as a member or as Employer’s representative; and (2) such professional dues and subscriptions necessary or desirable for Employee’s continued professional participation, growth and advancement and for the advancement of Employer’s goals and objectives. The amounts set forth herein shall be estimated annually and set forth and paid in accordance with Employer’s annual budget.

B.

General Expenses.

Employer shall reimburse Employee for expenses of a non-

personal and job-related nature reasonably incurred by Employee in connection with carrying out his duties hereunder including, without limitation, cell phone and telephone services, to be disbursed upon receipt of duly executed expense or petty cash vouchers, receipts, statements or Page 3 of 6

personal affidavits submitted by Employee.

C.

Civic Club Memberships. Employer shall reimburse Employee for the expense of

joining and maintaining membership (i.e., initiation fee and monthly dues) in two (2) local civic clubs or organizations, such as the Chamber of Commerce, Rotary, Kiwanis, etc. Prior to applying for such membership, Employee shall seek approval from Employer to the end that both parties may obtain maximum benefit from such membership.

D.

Automobile.

Beginning on the Commencement Date, Employer shall pay

Employee Five Hundred Dollars ($500.00) per month to reimburse Employee’s cost related to the purchase, operation, maintenance, repair, insurance, and regular replacement of one automobile.

Section 7.

Vacation and Sick Leave. Employee shall be entitled to twenty (20) days of

paid vacation annually. Employee shall be permitted to carry over vacation days to any succeeding year, which shall be cumulative year to year, but shall not exceed sixty (60) days . Employee shall also be entitled to twelve (12) days of paid sick leave during each calendar year of this Agreement.

Unused sick time shall accumulate but may not exceed more than One Hundred Seventy (170) days.

Section 8. Insurance.

A.

Life Insurance. Employer shall provide Employee with a $50,000 group term life

insurance policy.

B.

Health and Dental Insurance.

Employer shall provide Employee with the same

health and dental insurance and short- and long-term disability insurance that Employer provides to all employees of the DDA (“DDA Insurance Program”).

Section 9.

Deferred Compensation/Retirement.

Beginning on the Commencement

Date, Employee shall participate in the deferred compensation/retirement program to the same extent this program is provided to the other DDA employees.

Section 10. General Provisions.

A.

Rights Non-Assignable.

Employee’s rights under this Agreement may not be

assigned, transferred or encumbered, voluntarily or involuntarily, and shall not be subject to attachment, execution or process by any creditor of Employee.

B.

Entire Agreement.

This Agreement constitutes the entire agreement between the

parties and may be amended only by a writing signed by both parties.

C.

Binding Upon Successors, etc. This Agreement shall be binding upon each party’s Page 4 of 6

heirs, successors, personal representatives and assignees.

D.

Florida Law Control.

This Agreement shall be governed by and construed in

accordance with Florida law; venue for any action filed pursuant to this Agreement shall be Palm Beach County.

E.

Attorney’s Fees.

The prevailing Party in any action under this Agreement shall

be entitled to reasonable attorney’s fees and costs, including appeals.

F.

Severability. If any provision, or any portion thereof, contained in this Second

Employment Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Second Employment Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect.

G.

Notices.

Notices pursuant to this Agreement shall be given if deposited in the

custody of the United States Postal Services, postage prepaid, addressed as follows: To Employer: West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, Florida 33401 Attn: Chairman of Board To Employee:

Raphael Clemente 726 Sunset Road West Palm Beach, FL 33401

Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of such personal service or an alternative verifiable form or receipt or service Either party shall give the other party notice of change of address in the manner provided for in this paragraph.

[The remainder of this page left intentionally blank.]

Page 5 of 6

IN WITNESS WHEREOF, Employer has caused this Agreement to be signed, executed on its behalf by its Chairman and attested by its Secretary and Employee has set his hand and seal, in duplicate, as of the date written above.

ATTEST:

It’s Secretary

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

By:___________________________ RICK REIKENIS, CHAIRMAN

SIGNED IN THE PRESENCE OF:

EMPLOYEE By:______________________________ RAPHAEL CLEMENTE

_______________________ APPROVED AS TO FORM BY: _________________________ ATTORNEY FOR EMPLOYER

Page 6 of 6

MEMO TO:

DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Mary Hurley Lane Cynthia Nalley Bob Sanders Upendo Shabazz

FROM: Teneka James-Feaman RE:

Comcast Spotlight Presentation and Request for Renewal

DATE: Tuesday, November 16, 2021

_________________________________________________________________________________________

In preparation for the next fiscal year staff has reviewed the marketing agreements including radio, print and online. Our 2019-2020 Market survey, the data stated how people receive their information for local news and information. The top mentions included: 1.

2.

3.

4.

5.

Television Newspaper/Print Online/Internet Social Media Radio

In 2020, the DDA Board approved a one-year contract with Comcast Spotlight - now renamed as EffectTV, a company that provides the largest reach within our market area for television advertising.

The proposal included six zones on twenty channels, across device types. Theses zones are considered the “drive market” for the Downtown district, and include Palm Beach Gardens, West Palm Beach, Central Palm Beach County, Wellington, Delray Beach and Boca Raton.

Staff has invited representatives from EffectTV to join us and provide a Comcast Spotlight update.

Staff is requesting Board approval and to execute a new contract not to exceed $150,000 for fiscal year 2021-2022. The new contract would begin December 1, 2021.

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 Rick Reikenis, Chairman Bill Jacobson, Vice Chairman Bob Sanders Upendo Shabazz Mary Hurley Lane Cynthia Nalley Varisa Lall Dass

FROM: Catherine Ast, FCP RE:

Holiday Lighting Contract Amendments

DATE: Tuesday, November 16, 2021

_________________________________________________________________________________________

Every few years we try to do a little something more to add to the holiday lighting for the Downtown. This season we have found color changing LED lighting to place on the large oak trees at the mid-blocks of the 200 - 500 blocks of Clematis.

We will also incorporate these lights in a different way at the Banyan garage to connect the area. These lights have the ability to be any color we choose, including our DDA colors, and can be programmed through an app to do various blinking, flashing etc.

Shellard Lighting will increase from $20,000.00 to $29,823.75 per season.

Florida CDI will increase from $105,786.00 to $135,384.00 per season.

Staff is asking to amend both Holiday Lighting Agreements to reflect this change and renew them for three (3) seasons (2021, 2022, and 2023).

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

EXHIBIT A

REQUEST FOR PROPOSAL: 2021 - 2023 Holiday Lighting at Banyan Parking Garage

Target A: 2 Large Canopy Trees on West Side of Garage

1. Spiral wrap the trunks and branches of 2 large canopy trees with warm white LEDs. Each tree will be wrapped with 85 sets of LEDs. COST: 170 sets at $35.00 per set = $5950.00 2. Create thick collars on each branch. These will be created by heavily wrapping the end of the branch with a colored light where the warm white lights stop. Each tree will receive 25 colored collars.

-

15 sets red LED total 15 sets green LED total 20 sets blue LED total

COST: 50 sets at $25.00 per set = $1250.00 3. Install 30 RGB twinkly spritzer starbursts into the canopies of these trees. Each tree will receive 15 spritzers. These spritzers will be connected to the animation show.

-

30 RGB spritzers

COST: 30 spritzers at $200.00 each =$6000.00

4. Create a twinkling, starry night sky in/on the canopy of each tree. This will be done by using G-50 globe bulbs and twinkling c-7 bulbs. Every 5th bulb will be a twinkle. Each tree will receive 625ft warm white G-50 lights.

- 1250ft of G-50 twinkling lights total COST: 1250ft at $1.50 per foot = $1875.00

Target B: 5 Canopy Trees on Banyan

1. Spiral wrap the trunks and branches of 5 canopy trees with warm white LEDs. -

125 sets LED total

COST: 125 sets at $35.00 per set = $4375.00 2. Create thick collars on each branch where the warm white lights stop. Each tree will receive 10 colored collars.

- 13 sets red LED total - 12 sets green LED total - 25 sets blue LED total COST: 50 sets at $25.00 per set = $1250.00

3. Create a twinkling, starry night sky in/on the canopy of each tree. This will be done by using G-50 globe bulbs and twinkling c-7 bulbs. Every 5th bulb will be a twinkle. Each tree will receive 325ft warm white G-50 lights.

- 1625ft of G-50 twinkling lights total COST: 1625ft at $1.50 per foot = $2437.50 4. Install 50 RGB twinkly spritzer starbursts into the canopies of these trees. Each tree will receive 10 spritzers. These spritzers will be connected to the animation show.

- 50 RGB spritzers COST: 50 spritzers at $200.00 each =$10000.00

TOTAL COST: $33,137.50 MULTI YEAR CONTRACT COST: $29,823.75

Approved for Multi Year contract 2021 season through 2023 season

By Catherine Ast at 2:37 pm, Oct 15, 2021

EXHIBIT A

Twinkly

HOLIDAY PROGRAM 2021-2023

WEST PALM BEACH DDA The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 1 of 6

Pompano Beach, FL

PROPOSAL WEST PALM BEACH DDA Twinkly Holiday Program 2021-2023 for Clematis District AREA 1 – CANOPY LIGHTING

For each of the four (4) Blocks, 200, 300, 400 & 500 Block, we will install Canopy overhead lighting with 21 Warm White lines running across.

1,285’ Canopy Lighting – Warm White

$ 36,760.00

TOTAL AREA 1

$ 36,760.00

The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 2 of 6

Pompano Beach, FL

AREA 2 – LIGHT POLES WITH LIT GARLAND

For each of the eighty-six (86) Decorative Light Poles, we will install one (1) 18’x14” LED lit Garland, decorated and with two (2) 18” 4-Loop Red Glitter Bow at the top.

For each of the two (2) Hanging Baskets on each of the Poles, except one, we will install one (1) 3.9’ LED Cascade branch with random twinkle.

86 170

18’x14” LED lit Garland, decorated w/2-18’ Red Glitter Bow 3.9’ LED Cascade branch w/Random twinkle

TOTAL AREA 2

$ 21,844.00 $ 6,800.00 $ 28,644.00

AREA 3 – LIGHT POLES WITH UNLIT GARLAND For each of the thirty-eight (38) Decorative Light Poles, on Rosemary between Banyan to Fern, we will install one (1) 18’x14” Garland, decorated and with two (2) 18” 4-Loop Red Glitter Bow at the top.

38

18’x14” unlit Garland, decorated w/2-18’ Red Glitter Bow

TOTAL AREA 3 The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 3 of 6

$ 7,790.00 $ 7,790.00

Pompano Beach, FL

AREA 4 – MEDJOOL DATE PALMS

For each of the nine (9) Medjool Date Palms, we will wrap the trunks and light up the fronds with Warm White LED lights. For an extravagant touch and unique look to match the light poles, we will also install three (3) 3.9’ LED Cascade branch with random twinkle right below the fronds.

9 27

Medjool Palms – Trunk & Frond lighting 3.9’ LED Cascade branch w/Random twinkle

TOTAL AREA 4

The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 4 of 6

$ 11,754.00 $ 1,080.00 $ 12,834.00

Pompano Beach, FL

AREA 5 – TWINKLY OAK TREES AT MID-BLOCKS OF CLEMATIS

For each of the a total eighteen (18) Oak Trees, in three pairs of four and one pair of six in the mid-blocks of Clematis, we will wrap up into the foliage with a total of 1500 RGB Twinkly LED Capsules allowing for 16 million colors and even more combinations.

108 18 4 18

Twinkly Pro 250 Lights - 4" Spacing - Green Wire - Dual Line Twinkly Pro - 6 Port Ethernet Controller Router including Cat5 cables and connections as needed Install, Programming, Removal & Storage Equipment Charge

TOTAL AREA 5

$ 6,696.00 $ 3,780.00 $ 80.00 $ 28,000.00 $ 3,600.00 $ 42,156.00

AREA 6 – OAK TREES AT CLEMATIS FOUNTAIN

For each of the twelve (12) Oak Trees, at the Clematis Fountain, we will wrap up into the foliage with Warm White LED lights.

12

Oak Trees – Trunk lighting

TOTAL AREA 6 The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 5 of 6

$ 7,200.00 $ 7,200.00

Pompano Beach, FL

COST RECAP WEST PALM BEACH DDA Twinkly Holiday Program 2021-2023 Area 1 – Canopy Lighting Area 2 – Light Poles with Lit Garland Area 3 – Light Poles with unlit Garland Area 4 – Medjool Date Palms Area 5 – Twinkly Oak Trees at Mid-blocks of Clematis Area 6 – Oak Trees at Clematis Fountain

$ 36,760.00 $ 28,644.00 $ 7,790.00 $ 12,834.00 $ 42,156.00 $ 7,200.00

TOTAL WEST PALM BEACH DDA PER SEASON

$ 135,384.00

By signing the proposed Multi-Year Agreement, prices are guaranteed for the Term of the contract.

LEASE TERM: Contract Term is three (3) season commencing August 15, 2021 to December 31, 2023.

PAYMENTS: Multiyear agreement payments to be made as follows: First season’s payment of 50% due with acceptance of contract, to be placed on installation schedule. Final 50% payment due upon completion of installation. Second and Third Seasons- payments of 50% due prior to September 1st. Final 50% payment due upon completion of installation of each season under contract.

Balances over 30 days will incur a 1.5% finance charge per month.

Early termination will incur a cancellation fee.

Use of Payment Services will incur related surcharges. Use of any Credit Card will incur 3.5% surcharge.

Sales Tax is calculated to the best of proposer’s knowledge. Accurate Sales Tax and County Tax will be applied on Final Invoice, unless a Tax-Exempt Certificate is provided beforehand.

ACCEPTANCE: All material is guaranteed to be as specified. All work to be completed in a workman like manner according to standard practices. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders and will become an extra charge over and above this contract. All agreements contingent upon strikes, accidents, any acts of God or delays beyond our control. Property Owner will carry fire, tornado, hurricane (wind) and other necessary insurance.

Our workers are fully covered by Worker’s Compensation.

The above prices, specifications, terms and conditions are satisfactory and hereby accepted.

You are authorized to do the work as specified. Payment will be made as outlined above.

This proposal may be withdrawn if not accepted in 20 days.

CUSTOMER: By signing this agreement customer is acknowledging receipt of Customer Awareness Information Sheet

_______________________________ ________________________________ ________________ Authorized Signature

Printed Name - Title

Date

cast@downtownwpb.com BILLING INFORMATION/E-MAIL: __________________ ____ _______________________________

The material contained herein is the property of Christmas Designers.

Reproduction, copying, or use without prior consent is strictly prohibited.

2308-213-1RN4 LS/JC/JT 9.22.21 Proposal West Palm Beach DDA Christmas Designers Page 6 of 6

Pompano Beach, FL

SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND SHELLARD LIGHTING DESIGNS, LLC THIS SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND SHELLARD LIGHTING DESIGNS, LLC is made and entered into as of the 16th day of NOVEMBER, 2021 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, hereinafter the (“DDA”), and SHELLARD LIGHTING DESIGNS, LLC, a Florida Limited Liability Corporation (“Contractor”), whose address is 2310 Pinewood Lane, West Palm Beach, Florida 33415.

WHEREAS, the DDA and Contractor entered into a Banyan Garage Holiday Lighting Services AGREEMENT on November 30, 2019, hereinafter “AGREEMENT”; and WHEREAS, the DDA and Contractor entered into the FIRST AMENDMENT TO THE AGREEMENT

BETWEEN

THE

WEST

PALM

BEACH

DOWNTOWN

DEVELOPMENT

AUTHORITY AND SHELLARD LIGHTING DESIGNS, LLC. on February 18, 2020, hereinafter “AGREEMENT”; and WHEREAS, ARTICLE 1 of the AGREEMENT provides that no modification of the AGREEMENT shall be effective unless the same is in writing executed by the parties; and WHEREAS, ARTICLE 5 of the AGREEMENT provides that the AGREEMENT may be renewed by mutual agreement of the parties with modifications of not previously terminated; and WHEREAS, the AGREEMENT has not been previously terminated; and the parties desire to amend ARTICLE 2 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 2. DESCRIPTION OF GOODS OR SCOPE OF SERVICES is hereby

deleted in its entirety and replaced with the following: Contractor shall provide the goods and/ or perform those services identified in the attached Proposal Banyan Parking Garage. (EXHIBIT A).

2.

ARTICLE 3. COMPENSATION is hereby deleted in its entirety and replaced with the

following: Contractor shall perform all work required in accordance with the Proposal, except as may be amended by the parties, for an amount not to exceed One Hundred Forty Thousand Dollars ($34,000.00) per Fiscal Year (October 1st through September 30th the following calendar year). All other items that are not included in the Proposal will be billed separately and the cost will be Page 1 of 2

approved in writing by DDA prior to work being done.

The DDA shall pay Contractor 50% of cost set forth in the Proposal within 20 days of receipt of Contractor’s invoice for deposit. The DDA shall pay Contractor for the remaining 50% set forth in the Proposal within 30 days of the Contractor’s invoicing for the approved, completed installation of the Holiday Lighting.

3.

ARTICLE 5. CONTRACT TERM is hereby deleted in its entirety and replaced with the

following: The term of this Agreement shall be from October 1, 2021 through March 30, 2024, unless otherwise terminated pursuant to Article 6. 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 and attached as an addendum to this Agreement.

4.

Each and every other article, section, term, condition, and provision of the AGREEMENT

shall remain in full force and effect except as amended herein.

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

WEST PALM BEACH DOWNTOWN

CONTRACTOR

DEVELOPMENT AUTHORITY

SHELLARD LIGHTING DESIGNS,

By:

By: Richard V. Reikenis, Chairman

Spencer Shellard, Owner

APPROVED AS TO FORM AND LEGAL SUFFICIENCY Corporate Seal By: R. Max Lohman, Esq., General Counsel Page 2 of 2

FIRST AMENDMENT TO THE HOLIDAY LIGHTING AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND FLORIDA CDI / CHRISTMAS DESIGNERS, INC THIS FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND FLORIDA CDI / CHRISTMAS DESIGNERS, INC is made and entered into as of the __16th___ day of NOVEMBER, 2021 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, hereinafter the “DDA”, and Florida CDI / Christmas Designers, Inc, a Florida Limited Liability Corporation (“Contractor”), whose address is 3124 NW 16th Terrace, Pompano Beach, Florida 33064.

WHEREAS, the DDA and Contractor entered into a Holiday Lighting AGREEMENT on October 15, 2019, hereinafter “AGREEMENT”; and WHEREAS, ARTICLE 5 of the AGREEMENT provides that the AGREEMENT shall be effective through March 30, 2022; and WHEREAS, ARTICLE 1 of the AGREEMENT provides that no modification of the AGREEMENT shall be effective unless the same is in writing executed by the parties; and WHEREAS, ARTICLE 5 of the AGREEMENT provides that the AGREEMENT may be renewed by mutual agreement of the parties with modifications of not previously terminated; and WHEREAS, the AGREEMENT has not been previously terminated; and the parties desire to amend ARTICLE 2 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 2. DESCRIPTION OF GOODS OR SCOPE OF SERVICES is

hereby deleted in its entirety and replaced with the following: Contractor shall provide the goods and/ or perform those services identified in the attached Proposal 2021 - 2023 Holiday Program for West Palm Beach DDA. (EXHIBIT A).

2.

ARTICLE 3. COMPENSATION is hereby deleted in its entirety and replaced

with the following: Contractor shall perform all work required in accordance with the Proposal, except as may be amended by the parties, for an amount not to exceed One Hundred Forty Thousand Dollars ($140,000.00) per Fiscal Year (October 1st through September 30th the following calendar year). All other items that are not included in the Proposal will be billed separately and the cost will be approved in writing by DDA prior to work being done.

Page 1 of 2

The DDA shall pay Contractor 50% of cost set forth in the Proposal within 20 days of receipt of Contractor’s invoice for deposit. The DDA shall pay Contractor for the remaining 50% set forth in the Proposal within 30 days of the Contractor’s invoicing for the approved, completed installation of the Holiday Lighting.

3.

ARTICLE 5. CONTRACT TERM is hereby deleted in its entirety and replaced

with the following: The term of this Agreement shall be from October 15, 2021 through March 30, 2024, unless otherwise terminated pursuant to Article 6. 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 and attached as an addendum to this Agreement.

4.

Each and every other article, section, term, condition, and provision of the

AGREEMENT shall remain in full force and effect except as amended herein.

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

WEST PALM BEACH DOWNTOWN

CONTRACTOR

DEVELOPMENT AUTHORITY

FLORIDA CDI, LLC.

By:

By: Richard V. Reikenis, Chairman

Leonard F. Schulz, Jr., Manager

APPROVED AS TO FORM AND LEGAL SUFFICIENCY Corporate Seal By: R. Max Lohman, Esq., General Counsel Page 2 of 2

MEMO TO:

DDA Board Rick Reikenis, Chairman Bill Jacobson, Vice Chairman Bob Sanders Upendo Shabazz Mary Hurley Lane Cynthia Nalley Varisa Lall Dass

FROM: Raphael Clemente RE:

FY 2021 Budget Amendment

DATE: Tuesday, November 16, 2021

_________________________________________________________________________________________

Staff requests approval of the attached Resolution correcting the prior year budget and the funding mechanism for $75,000 for homeless outreach. The net change in budget is zero.

WEST PALM BEACH DDA BUDGET TRANSFER/AMENDEMENT FY 21 Budget Amendment DDA CLASS REVENUES DDA/City ILA

DDA

ACCT NO.

4032

Net increase/decrease

EXPENDITURES Homeless Outreach

Net increase/decrease

DDA

7610

DDA BUDGET DDA BUDGET BEFORE TRANSFER AFTER TRANSFER AMENDMENT TRANSFER

DDA

CRA

(75,000)

75,000

0 0

75,000 0

0

(75,000)

75,000

0

75,000

0

0

75,000

75,000

75,000 0

0 0

0

75,000 0

75,000

75,000

0

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

RESOLUTION NO. 08-2021 A RESOLUTION OF THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AMENDING THE ADOPTED 2020/2021 FISCAL YEAR BUDGET; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES. WHEREAS the West Palm Beach Downtown Development Authority adopted its Final 2020/2021 Fiscal Year Budget on September 22, 2020, by Resolution No. 9-2020; and WHEREAS the Downtown Development Authority amended its adopted budget to adjust the final carry forward amount from the 2020/2021 Fiscal Year DDA Budget and to allocate those funds for specific purposes as outlined in Exhibit A Amended Carryforward Budget April 20, 2021 to meet forecasted financial obligations in Fiscal Year 2020/2021; and WHEREAS the Downtown Development Authority amended its adopted budget to receive funding in the amount of $4,677 from 4070 Grants and Contributions and to allocate those funds to 7900 Reserves; and Remove $51,600 in funding from 4032 DDA/City ILA, thereby reducing the overall funding in 6270 Landscape Maintenance by $51,600; Additionally, reduce 6245 Signage and Pedestrial Wayfinding by $34,949 which will be added to 6236 Pressure Washing, Cleaning & Maintenance to bring the total budget for that line item to $500,000 as shown in the attached Exhibit A Amended Budget August 17, 2021; and WHEREAS the Downtown Development Authority desires to amend the final FY 2021 Budget by adjusting DDA Account 4032 by $75,000 to fund homeless outreach as shown in the Interlocal Agreement as shown in the attached Exhibit A Amended Budget November 16, 2021.

NOW, THEREFORE, BE IT RESOLVED BY THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY THAT: Section 1: The recitals set forth above are true and correct and are incorporated herein and are a part hereof by this reference.

Section 2: This Resolution amending the adopted 2020/2021 Fiscal Year Budget shall be attached to and made a part of said budget.

Section 3:

This Resolution shall take effect immediately upon adoption.

RICK REIKENIS, CHAIR WILLIAM JACOBSON, VICE CHAIR MARY HURLEY LANE UPENDO SHABAZZ ROBERT SANDERS CYNTHIA NALLEY VARISA LALL DASS

AYE ___ ___ ___ ___ ___ ___ ___

NAY ___ ___ ___ ___ ___ ___ ___

PASSED AND ADOPTED THIS 16th day of November 2021.

DOWNTOWN DEVELOPMENT AUTHORITY ________________________________________ RICK REIKENIS, CHAIRMAN ATTEST: CERTIFICATE I the undersigned, Executive Director of the West Palm Beach Downtown Development Authority, do hereby certify that the foregoing is a true and correct copy of the Resolution adopted by said Authority on the 16th day of November 2021. ___________________________________ RAPHAEL CLEMENTE EXECUTIVE DIRECTOR

Net increase/decrease

EXPENDITURES Homeless Outreach

Net increase/decrease

REVENUES DDA/City ILA

WEST PALM BEACH DDA BUDGET TRANSFER/AMENDEMENT FY 21 Budget Amendment DDA

DDA

DDA

CLASS

7610

4032

ACCT NO.

0

0

(75,000)

(75,000)

DDA BUDGET BEFORE TRANSFER

75,000 0

75,000

75,000

75,000

TRANSFER AMENDMENT

75,000

75,000

0

0 0

DDA BUDGET AFTER TRANSFER

75,000

75,000 0

75,000

75,000 0

DDA

CRA

0

0 0

0

0

-

-

$

2020-2021 DDA $

Tax Revenues $ TIF DDA/CRA Interlocal Agreement DDA/City Interlocal Agreement CRA Project Funding Marketing/Sponsors/Dues Reimbursements - Physical Environment Reimbursements - Business Devlopment Reimbursements - Marketing & PR Interest - Seacoast Bank Rosemary Square MOU Grants Fees/Services Sponsorships Virgin Trains USA Ticket Sales Carryforwards Total Revenue $

Business Development 6140 Grand Openings/New Business Training 6195 Leasing/Brokers Meetings 6230 Business Training and Support 6230-01 Business Training and Support - 12x12 6240 Façade Improvement Programs 6320 Property & Business Incentives 6330 Business Partnerships Totals

4010 4020 4030 4032 4035 4040 4046 4047 4048 4050 4060 4070 4071 4072 4080

0 0 0 0 0 0 $

$

2020-2021 DDA 2,285,771 $ (2,103,786) 0 0 0 0 0 0 0 100 0 4,677 0 0 0 0 186,762 $

18,000 26,000 125,000 0 75,000 150,000 55,000 449,000

2020-2021 CRA

0 4,389,557 0 0 0 0 0 0 0 0 0 0 0 0 0 4,389,557

2020-2021 CRA

$

$

$

$

0 50,000 0 0 0 0 50,000

-

CRA/City Project Fund

0 0 0 385,000 0 0 0 0 0 0 0 0 0 0 0 385,000

CRA/City Project Fund

West Palm Beach Downtown Development Authority FY 2020/2021 Amended Budget November 16, 2021 Resolution No. 08‐2021 Exhibit A

0 0 0 0 0 0 0 0 0 0 0 0 0 0 2,896,102 2,896,102 $

$

0 0 0 0 0 0 0 0 0 0 0 0 0 0 481,652 481,652

$

$

13,385 16,000 122,558 0 141,515 297,550 38,457 629,465

$

$

0 0 63,082 0 0 0 63,082

-

CRA Carry Forward DDA Carry Forward

$

$

CRA Carry Forward DDA Carry Forward

31,385 42,000 297,558 63,082 216,515 447,550 93,457 $ 1,191,547

$

Grand Total

Grand Total $ 2,285,771 (2,103,786) 4,389,557 0 385,000 0 0 0 0 100 0 4,677 0 0 0 3,377,754 $ 8,339,073

Marketing /Public Relations Advertising PR/Marketing Retail Promotions Community and Cultural Promotions Value Added Events Marketing Programs, Equipment & Web Collateral Materials

Neighborhood Services Residential Programming Community Engagement Transportation (Trolley) Security and Policing Public Space Programs Homeless Outreach

6120 6122 6190 6210 6235 7700 6300

6372 6375 7500 7600 7605 7610

6220 6236 6245 6270 6280 6290 6295

Totals $

-

Totals $

0 0 0 0 0 0

0 0 0 0 0 0 0

2020-2021 DDA 11,000 0 0 0 0 75,000 86,000

-

2020-2021 DDA

2020-2021 DDA

$

Public Realm Maintenance Holiday Lights $ Pressure Washing, Cleaning & Maintenance Signage and Pedestrial Wayfinding Landscape Maintenance Graffitti Removal Capital Projects Clean Team Totals

$

$

$

$

$

2020-2021 CRA 20,000 30,000 432,332 450,369 56,260 0 988,961

2020-2021 CRA 420,000 185,000 25,000 69,000 127,000 125,000 75,000 1,026,000

2020-2021 CRA 80,000 300,000 0 240,000 25,000 0 90,000 735,000 25,000 0 80,000 0 0 0 105,000

$

$

0 0 175,000 0 0 0 175,000

CRA/City Project Fund

0 0 55,000 0 0 0 55,000

CRA/City Project Fund $ -

$

$ $

CRA/City Project Fund

West Palm Beach Downtown Development Authority FY 2020/2021 Amended Budget November 16, 2021 Resolution No. 08‐2021 Exhibit A

CRA Carry Forward 1,875 25,286 172,664 302,048 38,453 0 $ 540,326

$

0 3,523 38,097 0 10,000 51,620

DDA Carry Forward

DDA Carry Forward $ 60,596 0 0 30,000 0 0 48,873 $ 139,469

CRA Carry Forward $ 183,016 100,690 53,807 82,964 92,472 113,587 37,101 $ 663,637

0 0 0 0 0 0 $

$

DDA Carry Forward

CRA Carry Forward 62,814 175,000 56,320 129,383 21,470 150,000 72,811 $ 667,798

Grand TOTAL 32,875 55,286 783,519 790,514 94,713 85,000 $ 1,841,907

Grand TOTAL $ 663,612 285,690 78,807 236,964 219,472 238,587 160,974 $ 1,884,106

Grand TOTAL $ 142,814 500,000 56,320 449,383 46,470 150,000 162,811 $ 1,507,798

Operations Dues Hospitality Board Meetings/Retreat/Training Publications Telephone

Professional Services Studies and Surveys Accounting Audit Legal Professional Services

Personnel Insurance Rent Tax Collection Travel & Training Reserves

6010 6040 6030

6420 6430 6440 6450 6460

6241 6510 6520 6530 6540

7000 7100 7200 7300 7800 7900

$

Totals $

$

Totals $

Totals $

$

Totals $ Total Expenses

General Office General Office Equipment, Computers & Programs General Postage

18,000 0 4,677 25,962 186,762

2020-2021 DDA 3,285 0

24,000 0 20,000 0 44,000

2020-2021 DDA

$

$

$

$

2020-2021 DDA 11,000 7,000 3,500 300 9,000 30,800

$

$

0 0 -

2020-2021 DDA

0 0 0 0 0 -

2020-2021 CRA 813,000 35,796 190,000 0 15,000 0 1,053,796 4,389,557

2020-2021 CRA 30,000 0 27,000 0 0 57,000

2020-2021 CRA

78,000 1,800 79,800

2020-2021 CRA

$

$

$

$

$

$

$

0 0 0 0 0

0 0 0 0 -

0 0 0 0 0 -

-

0

385,000

CRA/City Project Fund

CRA/City Project Fund

CRA/City Project Fund

CRA/City Project Fund

West Palm Beach Downtown Development Authority FY 2020/2021 Amended Budget November 16, 2021 Resolution No. 08‐2021 Exhibit A

$

$

110 12 0 2,179 171,756 174,056 2,896,102

CRA Carry Forward

CRA Carry Forward $ 35,953 0 2,500 0 88,857 $ 127,310

$

0 0 0 0 2,243 2,243

CRA Carry Forward

CRA Carry Forward $ 42,967 26,284 22,016 $ 91,267

0 0 15,690 0 15,690

DDA Carry Forward

0 14,772

DDA Carry Forward 11,337 3,250 185

0 0 -

DDA Carry Forward $ 59,000 0 0 0 0 138,018 $ 197,018 481,652

$

$

$

$

$

DDA Carry Forward

Grand TOTAL $ 875,285 35,906 190,012 18,000 17,179 314,451 $ 1,450,832 8,339,072

Grand TOTAL 65,953 24,000 29,500 35,690 $ 88,857 $ 244,000

Grand TOTAL 22,337 10,250 3,685 300 11,243 $ 47,815

Grand TOTAL $ 42,967 104,284 23,816 $ 171,067