July DDA Board Meeting Agenda

REGULAR BOARD MEETING AGENDA

Downtown Development Authority

Tuesday, August 15, 2023

8:30 AM

107 S. Olive Avenue, Suite 200 West Palm Beach, FL 33401

https://downtownwpb.com/DDA

Dial: +1 301 715 8592

Webinar ID: 827 5398 6097

CALL TO ORDER

PUBLIC COMMENTS AND QUESTIONS

EXECUTIVE DIRECTOR’S REPORT

PRESENTATIONS

CONSENT CALENDAR (Action Required)

• Minutes of Board Workshop Meeting July 11, 2023

• Minutes of Regular Board Meeting July 18, 2023

• Financial Statements of July 31, 2023

OLD BUSINESS

NEW BUSINESS (Action Required)

• Budget Amendment No. 06-2023

• Wayfinding Agreement

• Ambassador Renewal

ANNOUNCEMENTS

ADJOURNMENT

Raphael Clemente

Rick Reikenis

Vivian Ryland

Catherine Ast

Catherine Ast

ORGANIZATIONAL AND REGULAR BOARD MEETING MINUTES

Downtown Development Authority

107 S Olive Ave, Suite 200 West Palm Beach, FL 33401

Tuesday, July 11, 2023

https://downtownwpb.com/DDA

Dial: +1 301 715 8592

Webinar ID: 892 5502 4945

ATTENDANCE

DDA Board members in attendance: Chairman Rick Reikenis, Vice Chairman William Jacobson, Samantha Bratter, Varisa Lall Dass, and Tim Harris. DDA Staff in attendance: Raphael Clemente, Teneka James-Feaman, Vivian Ryland, Catherine Ast, Krystal Campi, Tiffany Faublas, Sabrina Lolo, Samantha Moore, Sherryl Muriente and Attorney Jeff Jones. Guest in attendance: Lia Escobar, Armando Fana, and Chris Roog.

CALL TO ORDER

Chairman Reikenis called the meeting to order 8:39am.

PUBLIC COMMENTS

Lia Escobar submitted a public comment stating that she has not received a detailed budget. Clemente stated that the budget provided to her and included in the board packet is the DDA’s detailed budget. The additional items requested with Escobar’s public information request take a little more time to provide and staff are working to provide those items as quickly as possible.

EXECUTIVE DIRECTOR’S REPORT

Clemente welcomed Tim Harris for his first official meeting as a board member. Clemente informed the board that last night the Commission voted to ban medical marijuana dispensaries city wide. The Organizational board meeting is scheduled for next week July 18, 2023. Clemente stated that he has increasingly heard from the business and residential communities that homeless and mental health issues are a major concern. It is incumbent upon the DDA to be part of the solution

PRESENTATIONS

CONSENT CALENDAR

The consent calendar will be presented at the regularly scheduled board meeting on July 18, 2023.

OLD BUSINESS

None.

NEW BUSINESS (Action Required)

Clemente presented an overview of the DDA budget process, timeline, and how funding is received. He reviewed the tri-party interlocal agreement between DDA, CRA, and City of West Palm Beach. The work plan is a 5-year plan and is the scope of work for the interlocal agreement; the work plan is due for renewal next year.

Each of the work plan pillars were reviewed in detail, allocated budgets over the last three years for each line item were presented. The board and staff discussed each of the pillars and the board provided suggestions to staff regarding prioritizing outcomes, updating the interlocal agreement, and details of current contracts and programs. Assistant City Administrator Armando Fana and CRA Director Chris Roog provided input and answer board questions as well.

Clemente presented two potential budgets for fiscal year 2023 – 2024; one budget at .98 mil and one at a reduction of .97 mil; Staff recommends reducing milage rate to .97 mil. If the budget is reduced to .97 mil it is a $68,000 reduction. The board and staff discussed each of the budget line items and the board made suggestions to reallocate funds to best serve our stakeholders. Clemente thanked the board and staff for their time and stated that staff will review all notes from today’s workshop and bring them back to the board for approval.

ANNOUNCEMENTS

None.

ADJOURNMENT

There being no further business to discuss, Reikenis called for a motion to adjourn. Jacobson made a motion to adjourn the meeting. Harris seconded the motion. The motion passed unanimously. Meeting adjourned at 11:49am.

ORGANIZATIONAL AND REGULAR BOARD MEETING MINUTES

Downtown Development Authority

107 S Olive Ave, Suite 200 West Palm Beach, FL 33401

Tuesday, July 18, 2023

https://downtownwpb.com/DDA

Dial: +1 301 715 8592

Webinar ID: 834 5847 9888

ATTENDANCE

DDA Board members in attendance: Chairman Rick Reikenis, Vice Chairman William Jacobson, Samantha Bratter, Daryl Houston, Varisa Lall Dass, and Tim Harris. DDA Staff in attendance: Raphael Clemente, Teneka James-Feaman, Vivian Ryland, Catherine Ast, Krystal Campi, Tiffany Faublas, Samantha Moore, Sherryl Muriente and Attorney Max Lohman. Guest in attendance: Madeleine Ely, Lia Escobar, and Ken Kennerly.

CALL TO ORDER

Chairman Reikenis called the meeting to order 8:33am.

Clemente requested to reorder agenda to allow Resolution 05-2023 regarding Board Meeting Rules and Procedures to be brought to the top of the agenda.

Jacobson made a motion to reorder the agenda as requested. Harris seconded the motion. The motion passed unanimously.

Resolution No. 05-2023; Board Meeting Rules and Procedures

DDA Attorney Lohman reviewed Resolution No. 05-2023 outlining the Board Meeting Rules and Procedures as described in Exhibit A.

Jacobson made a motion to approve Resolution No. 05-2023; Board Meeting Rules and Procedures Houston seconded the motion. The motion passed unanimously.

PUBLIC COMMENTS

No public comments.

EXECUTIVE DIRECTOR’S REPORT

Clemente informed the board a position on the DAC may be coming up very soon. He asked for feedback from the board if they would like him to move forward with advocating for a DDA Board member to sit on the DAC.

Lall Dass made a motion to allow Clemente to write a letter advocating for a DDA Board member to serve on the Downtown Action Committee. Houston seconded the motion. The motion passed unanimously.

Clemente added that he met with the Florida Downtown Association Board last Friday and that Ft. Lauderdale and Miami have community court programs. He is planning on taking a trip down and would like to invite a Palm Beach County Judge with him to learn more about their programs.

Lastly, he stated that The Mobility Coalition is interviewing for its first employee later today and the first Soul in the City Jazz event is tomorrow July 19, 2023.

PRESENTATIONS

Marathon of the Palm Beaches

Ken Kennerly and Madeleine Ely representatives from the Marathon of The Palm Beaches presented an overview of the event. They shared stats from past events including runners ages, genders, and locations; 47 states were represented at the last Marathon. 3,400 runners and approximately 2,000 friends and family members are anticipated this year. Ely added that many runners stay at Downtown Hotels and patronize the downtown businesses while in town.

ELECTION OF OFFICERS

Election of Chairman

Jacobson made a motion to nominate Reikenis as Chairman. Harris seconded the motion. The motion passed unanimously.

Election of Vice Chairman

Harris made a motion to nominate Jacobson as Vice Chairman. Lall Dass seconded the motion. The motion passed unanimously.

Election of Secretary

Lall Dass made a motion to nominate Clemente as Secretary. Bratter seconded the motion. The motion passed unanimously.

SETTING OF MILLAGE RATE

Lohman reviewed the interlocal agreement with the CRA and setting the millage rate not to exceed 2 mils. The actual millage rate is determined at the final budget hearing held in September.

Jacobson made a motion to set the millage rate at 2 mils. Houston seconded the motion. The motion passed unanimously

Resolution No. 04-2023; 2nd MIL Budget

Lohman read the title of Resolution No. 04-2023 for the record. The Downtown Development Authority’s proposed budget for the increment of its second mil of ad valorem taxation is as follows:

Houston made a motion to approve Resolution No. 04-2023; 2nd MIL Budget. Harris seconded the motion. The motion passed unanimously.

SET MEETING DATES

FY 2023/2024 DDA Board Meeting Schedule

The Regular Board meetings are scheduled for the third Tuesday of each month at 8:30am The First Budget Hearing is scheduled for September 12, 2023, at 5:05pm and the Final Budget Hearing is scheduled for September 18, 2023, at 5:05pm.

Jacobson made a motion to approve the meeting schedule as presented. Harris seconded the motion. The motion passed unanimously.

CONSENT CALENDAR

Minutes of Regular Board Meeting June 20, 2023

Financial Statement of June 30, 2023

Lall Dass made a motion to approve the consent calendar. Bratter seconded the motion. The motion passed unanimously.

OLD BUSINESS

None.

NEW BUSINESS

FY 2023/2024 Tentative Budget

Clemente stated that staff has followed through with the board's guidance and made recommended edits to the proposed budget for FY 2023/2024. The community compassion fund increased from $50,000 to $100,000 and the Landscaping line item was increased by $60,000 for a total of $772,184.

Jacobson made a motion to approve the consent calendar. Bratter seconded the motion. The motion passed unanimously

RFP 2023 – 001 Financial Audit Services

Moore explained that the Downtown Development Authority will begin the RFP process for Financial Audit Services on July 24, 2023. The RFP will be posted online at DowntownWPB.com, Demand Star and printed in the Palm Beach Post. The RFP was included in the board packet for review and comments.

Per State Statue 218.391(2)(b) the auditor selection committee for a special district must consist of at least three members including one member of the governing body, who shall serve as the chair of the committee. Staff has identified two selection committee members; Bridget Souffrant, City of West Palm Beach Chief Financial Officer, and Kasia Marczyk, Certified Financial Planner Practitioner, Anchor Wealth Management Group. Moore requested the board identify one board member to serve as the selection committee chair for RFP Financial Audit Services 2023-001.

Bratter made a motion for Jacobson to serve as the Selection Committee Chair for RFP 2023001 Houston seconded the motion. The motion passed unanimously.

ANNOUNCEMENTS

International Downtown Association (IDA) Annual Conference. Chairman Reikenis encouraged the board to attend the IDA Annual Conference in Chicago this October.

ADJOURNMENT

There being no further business to discuss, Reikenis called for a motion to adjourn. Bratter made a motion to adjourn the meeting Houston seconded the motion. The motion passed unanimously. Meeting adjourned at 10:04am.

ASSETS

West Palm Beach Downtown Development Authority Balance Sheet

July 31, 2023

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

No CPA provides any assurance on these financial statements.

Supplemental Schedules

July 31, 2023

SCHEDULE 1 - CURRENT YEAR REVENUES

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

July 31, 2023

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

July 31, 2023

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

July 31, 2023

SCHEDULE 6 - GENERAL OFFICE

SCHEDULE 7 - OPERATIONS

No CPA provides any assurance on these financial statements.

West Palm Beach Downtown Development Authority

July 31, 2023

SCHEDULE 8 - PROFESSIONAL SERVICES

Some rounding error may occur.

No CPA provides any assurance on these financial statements.

MEMO

TO: DDA Board

Rick Reikenis, Chair

William Jacobson, Vice Chair

Samantha Bratter

Robert Sanders

Tim Harris

Varisa Lall Dass

Daryl Houston

FROM: Vivian Ryland, Director of Administration

RE: Budget Amendment 06-2023

DATE: Tuesday, August 15, 2023

The purpose of the attached budget amendment is to balance line items that are over budget and to add funding to line items that need additional funding to cover expenses through the end of the year. The net change to the budget is zero.

RESOLUTION NO. 06-2023

A RESOLUTION OF THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AMENDING THE ADOPTED 2022/2023 FISCAL YEAR BUDGET; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.

WHEREAS the West Palm Beach Downtown Development Authority adopted its Final 2022/2023 Fiscal Year Budget on September 21, 2022, by Resolution No. 07-2022; and

WHEREAS the Downtown Development Authority desires to amend its adopted budget to allocate funds for specific purposes as outlined in Exhibit A Amended Budget August 15, 2023 to meet forecasted financial obligations in Fiscal Year 2022/2023

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 2022/2023 Fiscal Year Budget shall be attached to and made a part of said budget.

Section 3: This Resolution shall take effect immediately upon adoption.

AYE NAY

RICK REIKENIS, CHAIR

WILLIAM JACOBSON, VICE CHAIR

ROBERT SANDERS

TIMOTHY HARRIS

VARISA LALL DASS

DARYL HOUSTON

SAMANTHA BRATTER

PASSED AND ADOPTED THIS 15th day of August 2023.

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 15th day of August 2023.

RAPHAEL CLEMENTE EXECUTIVE DIRECTOR

West Palm Beach Downtown Development Authority

2022-2023 Adopted Budget

September 21, 2022

Amendment No. 06-2023/August 15, 2023

West Palm Beach Downtown Development Authority

2022-2023 Adopted Budget September 21, 2022

West Palm Beach Downtown Development Authority

2022-2023 Adopted Budget

21, 2022

MEMO

TO: DDA Board

Rick Reikenis, Chairman

Bill Jacobson, Vice Chairman

Bob Sanders

Daryl Houston

Samantha Bratter

Varisa Lall Dass

Tim Harris

FROM: Catherine Ast, District Services Manager

RE: Wayfinding Update and Replacement Agreement

DATE: August 15th, 2023

In 2019, through an RFP process, Don Bell Signs was selected as the contractor to build, paint, and install the pedestrian level wayfinding system that we have. At this time, we have multiple items that need to be updated on all signs and have received a quote from Don Bell Signs to do this work. Some of the items that will be addressed are:

A. Check and repair any damage to frames, repaint bases and frames.

B. Update graphics on map including, new logos and branding colors, removal of trolley routes, and visitor center and additional items as requested.

C. Print and replace all signs, totaling (18) freestanding frames with (36) 10’ x 36” signs and three

(3) wall mounted signs

During the RFP process, we found that the job's fabrication and size provided few companies that submitted to do the project, and Don Bell Signs was the only one qualified Don Bell Signs was very reliable and helpful in executing this project with effectiveness.

Staff is requesting approval of the Don Bell Signs contract at $85,000.

PEDESTRIAN LEVEL WAYFINDING REPAIR AND MAINTENANCE PROJECT AGREEMENT

THIS AGREEMENT is hereby made and entered into this day of , 2023, (“Effective Date”) by and between the West Palm Beach Downtown Development Authority, an Independent Special Taxing District (“DDA”), whose address is 107 South Olive Avenue, 2nd Floor, West Palm Beach, Florida 33401, and Don Bell Sings LLC, a Florida limited liability corporation (“Contractor”), whose address is 365 Oak Place, Port Orange, Florida 32127.

WHEREAS, the DDA desires to retain Contractor to provide the goods and services set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the DDA and Contractor agree as follows:

ARTICLE 1.

DESCRIPTION OF PROJECT SCOPE OF SERVICES

Contractor shall provide the goods and/or perform those services identified in Project and Scope of Services as follows:

1. Provide all materials, labor, operations, transportation, and equipment needed to perform Scope of Services.

2. Pickup all freestanding and wall placed Wayfinding signs in the Downtown District as noted on the Location Map attached as Exhibit A.

3. Provide graphic work for edits to each Wayfinding sign file All files will be provided by the DDA.

4. Provide printing of all approved Wayfinding signs, and protect prints with a clear coated, weatherproofing.

5. Properly remove all paint from steel base plates, make any repairs, and repaint all bases with the approved color.

6. Remove all aluminum sign boards and signs currently attached to frames. Check each frame for damage and make any needed repairs. If repainting is required, provide repainting of frames in black.

7. Make knew aluminum signs per the approved prints and graphics for all sign frames.

8. Place new sign boards on frames in their proper combination.

9. Bring all frames, steel bases and signs back to DDA District and place them back in their locations as provided on the Location Map.

ARTICLE 2. COMPENSATION

The total amount budgeted for this Agreement is Eighty-Five Thousand Dollars ($85,000.00). However, the DDA shall pay Contractor the total amount of Seventy-Seven Thousand Six Hundred Seventy-Five Dollars ($77,675.00) in two installments. The first shall be paid upon full execution of this Agreement, which shall be 50% of cost for the Pedestrian Level Wayfinding Repair and Replacement Project set forth in EXHIBIT B, attached herein. The second installment shall be for the remaining 50% set forth in EXHIBIT B within 30 days of Contractor’s invoicing for the approved, completed installation of the frames, the. The difference between the budgeted amount and the contract price may be utilized by the DDA to compensate the Contractor for any additional work necessary to address unforeseen repairs.

ARTICLE 3. MISCELLANEOUS PROVISIONS

a. Notice. All notices or other written communications required, contemplated, or permitted under this Agreement shall be in writing and shall be hand delivered, telecommunicated, or mailed by registered or certified mail (postage prepaid), return receipt requested, to the following addresses:

i. As to the DDA: West Palm Beach Downtown Development Authority

107 South Olive Avenue, 2nd Floor

West Palm Beach, Florida 33401

Attn: Raphael Clemente, Executive Director

Email: rclemente@downtownwpb com

ii. with a copy to: Lohman Law Group, P.A.

500 S. Australian Avenue, Suite 531

West Palm Beach, Florida 33401

Attn: R. Max Lohman, Esq.

Email: max@lohmanlawgroup.com

iii. As to the Contractor: Don Bell Signs LLC

365 Oak Place

Port Orange, Florida 32127

Attn.: Gary Bell, President

Email: gbell@donbellsigns.com

b. Headings. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

c. Partial Invalidity – Severability. If any term, covenant, condition or provision of this Agreement shall be ruled by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder shall remain in force and effect and shall in no way be affected, impaired or invalidated.

d. Non-Assignment. This Agreement may not be assigned without the prior written consent of the DDA.

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

f. Independent Contractor. Contractor agrees that it is an independent contractor and not an agent of the DDA.

g. Insurance and Indemnity. Contractor agrees to procure and maintain the following minimum insurance:

i. Statutory Workers Compensation insurance as required by the State of Florida.

ii. Commercial General Liability insurance to provide coverage of not less than one million dollars ($1,000,000) combined single limit per occurrence and annual aggregates where generally applicable and must include premisesoperations, independent contractors, products/completed operations, broad form property damage, blanket contractual and personal injury endorsements.

iii. Business Vehicle/Umbrella Liability insurance with a minimum limit of $200,000 per occurrence, and $300,000 for all claims arising out of the same incident or occurrence, for property damage and personal injury. Notice, these limits may change according to Florida law and the protections afforded to the DDA pursuant to sovereign immunity for liability.

iv. The official title of the owner is “West Palm Beach Downtown Development Authority”. This official title will be used in all insurance documentation.

h. Fiscal Funding Out. This Agreement and the obligations of the DDA hereunder are subject to and contingent upon annual budgetary funding and appropriation by the DDA.

ARTICLE 4.

CONTRACT TERM

The term of this Agreement shall be from the Effective Date through completion of the work to be performed, but no later than December 31, 2023, unless otherwise terminated pursuant to Article 6.

ARTICLE 5. LIQUIDATED DAMAGES

The Contractor recognizes that time is of the essence and that the DDA will suffer financial loss if the work is not complete within the time specified above, plus any extensions thereof allowed. If the Contractor fails to perform the Work within the specified time set forth in the contract agreement, then as liquidated damages, and not as a penalty, for the delay in performance, the Contractor shall pay the DDA $250.00 for each and every calendar day that expires after the December 31, 2023 where the work is not complete and ready for Final Payment and the DDA shall have the right to deduct liquidated damages from any amount due or that may become due to the Contractor, or to collect such liquidated damages from the Contractor or the Surety. The liquidated damages herein specified shall only apply to Contractor's delay in performance. Liquidated damages are intended only to compensate the DDA for additional personnel efforts in administering the Contract after normally scheduled completions dates, inconvenience, lost opportunities, and lost confidence in government and morale of government when work is not completed on time.

ARTICLE 6.

DEFAULT AND TERMINATION

6.1 The following shall constitute events of default by the DDA:

a. The DDA shall at any time fail to pay, when due, any sums payable by the DDA hereunder and such failure to pay continues for a period of fifteen (15) days after written notice of such failure is given to the DDA by Contractor; or

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

6.2 The following shall constitute events of default by Contractor:

a. Contractor fails to provide the goods and/or services in the manner specified in this Agreement; or

b. Contractor makes an assignment for the benefit of creditors or files a petition in bankruptcy or for reorganization or liquidation under a federal or state bankruptcy or insolvency act; or

c. A receiver is appointed for Contractor, or for the property of Contractor, by any court and such appointment shall not have been dismissed within ninety (90) days from the date of such appointment; or

d. Contractor is dissolved or otherwise ceases operations and is incapable of providing the goods and/or services in accordance with the Agreement; or

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

6.3 Upon the occurrence of an event of default described in paragraphs 6.1 or 6.2 above, the non-defaulting party may terminate this Agreement by giving notice thereof to the defaulting party.

6.4 DDA Termination for Convenience

(a) The DDA may terminate performance of work under this contract in whole or, from time to time, in part if the DDA determines that a termination is in the DDA’s interest. The DDA shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date.

(b) After receipt of a Notice of Termination, and except as directed by the DDA, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

(1) Stop work as specified in the notice.

(2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the contract.

(3) Terminate all subcontracts to the extent they relate to the work terminated.

(4) Complete performance of the work not terminated.

(5) For contract work performed before the effective date of termination, the town will pay for the cost of this work; Contractor acknowledges and agrees that One Thousand Dollars ($1,000.00) of the compensation to be paid by DDA, the receipt and adequacy of which is hereby acknowledged

ARTICLE 7. MISCELLANEOUS

1. This Contract shall be governed by the laws of the State of Florida without regard to any conflict of laws principle. Any legal action initiated and related to this Contract will be brought in a court of competent jurisdiction located in Palm Beach County, Florida.

2. If any such legal action or proceeding is brought related to this Agreement each party shall bear its own attorney’s fees and costs, including fees and costs on appeal.

4. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now, or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

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

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

ARTICLE 8. PUBLIC RECORDS

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

A. Keep and maintain public records required by the DDA to perform services as provided under this Contract.

B. Upon request from the DDA’S Custodian of Public Records, provide the DDA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. The CONTRACTOR further agrees that all fees, charges and expenses shall be determined in accordance with Palm Beach County PPM CW-F-002, Fees Associated with Public Records Requests, as it may be amended or replaced from time to time.

C. Ensure that public records that are exempt, or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Contract if the CONTRACTOR does not transfer the records to the public agency.

D. Upon completion of the Contract the CONTRACTOR shall transfer, at no cost to the DDA, all public records in possession of the CONTRACTOR unless notified by DDA’S representative/liaison, on behalf of the DDA’S Custodian of Public Records, to keep and maintain public records required by the DDA to perform the service. If the CONTRACTOR transfers all public records to the DDA upon completion of the Contract, the CONTRACTOR shall destroy any duplicate public records that are exempt, or confidential and exempt from public records

disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically by the CONTRACTOR must be provided to DDA, upon request of the DDA’S Custodian of Public Records, in a format that is compatible with the information technology systems of DDA, at no cost to DDA

Failure of the CONTRACTOR to comply with the requirements of this article shall be a material breach of this Contract. DDA shall have the right to exercise any and all remedies available to it, including but not limited to, the right to terminate for cause. CONTRACTOR acknowledges that it has familiarized itself with the requirements of Chapter 119, Fla. Stat., and other requirements of state law applicable to public records not specifically set forth herein.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT

THE CUSTODIAN OF PUBLIC RECORDS AT THE WEST PALM BEACH

DOWNTOWN DEVELOPMENT AUTHORITY, 107 SOUTH OLIVE AVENUE, 2ND FLOOR, WEST PALM BEACH, FLORIDA 33401, OR BY TELEPHONE AT 561-833-8873

[Signatures on next page.]

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

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY CONTRACTOR

By: By: Richard V. Reikenis, CHAIRMAN Gary Bell, President

ATTEST

WITNESS

By: By:

Print Name: ________________________

Print Name: _________________________

APPROVED AS TO FORM AND LEGAL SUFFICIENCY

By: ____________________________

R. Max Lohman, Esq., General Counsel

Corporate Seal

7/03/2023

Attn: Catherine Ast

District Service Manager

West Palm Beach Downtown Development Authority

Project: Existing ( 18 ) Wayfinding Signs Refurbishment and (3) wall mounted displays.

Don Bell Signs to remove the existing wayfinding (18) sign structures, deliver back to Don Bell Signs for removal of panels, existing prints, new panels where needed, sand, prep and paint , apply new digitally printed graphics to structures, deliver to each location and reinstall, and provide and install (3) wall mounted displays.

• Note ‘one sign was damaged by a vehicle” this sign will be made all new structure, painted and with digital graphics.

• New design copy etc. changes per the city will be provided to Don Bell Signs for the vinyl graphics.

• Should new engineering and permitting be required, additional charges will be added to the original contract.

Price: $ 77,675.00

Frank Boanno Accounts manager

Gary Bell President

MEMO

TO: DDA Board

Rick Reikenis, Chairman

Bill Jacobson, Vice Chairman

Bob Sanders

Daryl Houston

Samantha Bratter

Varisa Lall Dass

Tim Harris

FROM: Catherine Ast, District Services Manager

RE: PSC Security Ambassador Renewal

DATE: August 15th, 2023

The DDA has a contract with PSC for the Downtown Ambassador Program. In addition, the City has multiple security contracts with PSC covering numerous city properties in and around downtown. Last year staff determined it best to adjust our terms to be in line with the city agreement so that all programs were under the same terms and timelines. That agreement was renewed for one year with a two-year option. Currently, the city has elected to only renew the agreement for one year.

After review of the agreement, DDA Staff is recommending the following changes:

A. Renew the agreement for one year

B. The living wage will increase from $15 to $17 per hour.

C. Increase weekly hours to serve the growing residential and business community. The additional hours for this increase will expand staffing needs from 14.5 full-time positions to 17 full-time positions.

D. Utilize two patrol vehicles to improve coverage and response time

Staff will be doing a presentation and requesting approval of the one-year renewal with PSC.

FOURTH ADDENDUM AND RESTATED AGREEMENT BETWEEN THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AND PROFESSIONAL SECURITY CONSULTANTS, INC.

THIS FOURTH ADDENDUM AND RESTATED AGREEMENT (Restated Agreement) between the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY (“DDA”), an independent special taxing district created under the laws of the state of Florida, with offices located at 107 South Olive Avenue, 2nd Floor, West Palm Beach, FL 33401, and PROFESSIONAL SECURITY CONSULTANTS, INC., a California for-profit corporation registered to do business in the state of Florida, located at 11454 San Vicente Boulevard, Los Angeles, CA 90049 and having local offices located at 2429 N Dixie Highway, West Palm Beach, FL 33407 (“PSC”) is made and entered into as of the ______ day of August, 2023, with an effective date of October 1, 2023.

WHEREAS, the DDA and PSC entered into a Downtown Security Agreement dated October 18, 2016, effective retroactively to October 1, 2016 (Agreement); and

WHEREAS, the DDA and PSC amended the Agreement to add subsection b) to Section 2. PSC Services, executing the First Amendment to the Agreement on October 3, 2018; and

WHEREAS, the DDA and PSC amended the Agreement to add 2.1 through 2.7 as subsections to Section 2 PSC Services by executing the Second Addendum to the AGREEMENT on February 16, 2021; and

WHEREAS, The DDA and PSC amended the Agreement, Section 1. Term of Agreement by executing the Third Addendum to the Agreement on August 16, 2022; and

WHEREAS, Section 8. Binding Effect: Entire Agreement provides that the Agreement may only be amended in writing signed by both parties; and

NOW THEREFORE, in consideration of the mutual covenants contained herein and, in the Agreement, the First Amendment, Second Addendum, and Third Addendum, and other good and valuable considerations, the receipt of which is hereby acknowledged by both parties, the parties hereby amend and

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restate the agreement as follows.

SECTION 1. TERMS OF RESTATED AGREEMENT

This agreement is renewed for one additional year, effective October 1, 2023, and expiring September 30, 2024. The obligations of DDA under this Restated Agreement are subject to the availability of funds lawfully appropriated for its purpose by DDA. This Restated Agreement is not renewable.

SECTION 2. SERVICES

PSC shall provide Ambassadors for the Downtown Ambassador Program The hours of operation and number of billable hours allowed are set forth in Exhibit A attached hereto and made a part hereof this Restated Agreement. The DDA and PSC may agree to amend the hours of service during this Restated Agreement The DDA may request different or additional services for special events The Ambassadors shall perform the following duties during each shift:

a) Patrol throughout the DDA district. Patrolling is defined as physically traveling through and around the area assigned, making visual observations of the environment and those congregating and assembling therein to ensure that the public peace is being kept. Patrolling includes foot, bike, and vehicle patrols.

b) Ambassadors will patrol in pairs while on duty, except under exceptional circumstances.

c) Provide condominium checks throughout the day. These include building perimeter checks, walking into the front desk to check in with the Security/Valet staff depending on what the building permits at time of check in.

d) Ambassadors will not be required to act as security officers for the building when they are inside. Ambassadors may provide assistance when outside, but any and all issues arising within the building must be addressed by building personnel per their internal policies

e) Provide business checks throughout the day.

i) These include perimeter checks.

ii) Stopping into a business to see if they are having any issues that Ambassadors can assist them with, including but not limited to, panhandling, disturbances, unwelcome guests, etc.

iii) Ambassadors are not permitted to forcibly remove someone from a place of business; however, if such a need should arise, Ambassadors should contact West Palm Beach Police and assist police by identifying anyone involved and their location if possible.

f) The DDA will be using a data collection or reporting application as determined by the DDA

The DDA will require PSC and all employees of PSC to use the reporting application to document their daily tasks and shift work completed under PSC’s contract with DDA The application will be provided to PSC and all employes will be assigned a login All work done will be documented in the application using the procedure provided by the DDA All PSC employees will agree to allow the application to use their location while on duty within the

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DDA district. The reports generated through the application will be used to monitor, verify, and evaluate the performance of PSC staff.

2.1 COMMUNICATION

a) Communications with Police PSC shall ensure that its Ambassador Personnel provides immediate and clear communications with the West Palm Beach Police Department for incidents requiring Police presence occurring in the DDA district. Daily communication with West Palm Beach Police to maintain a collaborative working relationship is required. Additionally, PSC shall ensure that they are providing immediate and clear communication with other firms providing security services within the DDA district area on behalf of the City of West Palm Beach, for incidents that may impact those city properties or the DDA district.

b) Communications with DDA. PSC shall communicate with the DDA all critical incidents that PSC becomes aware of or becomes involved with within the DDA district. PSC shall inform the DDA as soon as practicable after each incident, but in no case any later than the end of the shift during the incident occurred. It is critically important that the DDA be fully informed of such incidents taking place within the DDA district so that they may addressed expeditiously.

c) Communication by Ambassador Personnel. Ambassador Personnel must be able to speak and understand English fluently. Such verbal communication skills are necessary to properly communicate, especially during a crisis or incident. Verbal communications, in person, by radio or by phone, must be clear and concise.

d) Communications with Supervisor Ambassador Personnel shall have the ability to immediately communicate with their supervisor, allowing a supervisor to proceed to any incident in a timely manner.

e) 24-hour Contact. PSC shall provide an emergency contact, available 24 hours per day, to assist in expediting the communication of safety and related information PSC shall provide the name, phone number, and email address of the contact If PSC changes this contact person or the information provided, they will notify DDA of the new contact within 24 hours.

f) Stakeholder Communication. PSC shall provide a working cell phone during scheduled operating business hours, which is a number the public may use to contact ambassador personnel for service. This number shall be answered by an employee of PSC who can ensure proper information is obtained to provide proper service to the caller.

2.2 ADDITIONAL PSC REQUIREMENTS

a) Uniforms. DDA will provide all Ambassador personnel with uniform shirts and hats specific to

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the DDA Detail. PSC will provide all other items for the uniforms that are required. Some of these items include but are not limited to:

(1) Belts

(2) Jackets

(3) Pants

II) DDA will ensure that all shirts:

i) Are readily distinguishable from the uniforms of the police and law enforcement.

ii) Conform to any state licensing requirements. Ambassador Personnel employed by the PSC shall wear the same uniform for consistency and single appearance purposes.

b) Photo Identification. PSC shall provide its Ambassador Personnel with photo identification containing at a minimum: (a) the company name, (b) employee name and photo. Photo identification must always be worn by Ambassador Personnel in a visibly evident location.

c) Equipment. PSC shall furnish and maintain the necessary equipment to perform the services. Equipment for Ambassador Personnel shall include but is not limited to:

i) Radios or other communication devices and charging stations

ii) Body Cameras and charging stations; it is best that cameras be long lasting to cover the 16-hour days that the DDA detail operates; or have one camera per ambassador

iii) Bikes, patrol vehicles and other forms of transportation for Ambassadors.

iv) The use of pepper spray, batons, hand cuffs, or other non-lethal equipment may not be used on behalf of the DDA, and such use is strictly prohibited in the performance of duties under this Restated Agreement For clarity, Ambassadors are prohibited from carrying on their person or in any PSC vehicle, pepper spray, batons, and/or hand cuffs. No weapons of any kind will be carried by PSC personnel while working for PSC under this Restated Agreement.

d) Back Up, Relief, Additional Personnel. PSC shall ensure the availability of back-up Personnel in the event of accidents and the ability to provide additional personnel when needed for specific incidents. PSC shall ensure the availability of additional Ambassador Personnel in the event of no shows, illness, or replacement of any unacceptable personnel.

e) Supervision. PSC shall provide adequate supervision of their personnel.

2.3 CONTRACTOR’S PERSONNEL

a) Training. PSC will work with DDA to ensure that additional training for Ambassador Personnel is provided either through PSC or DDA and can be in any of the following areas as determined by the DDA:

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i) First Aid.

ii) De-escalation techniques, frequently referred to as “verbal judo.”

iii) Crowd control and Crowd Management.

iv) Active Shooter training.

v) Customer Service

b) Site Training PSC shall ensure that Ambassador Personnel are provided with training specific to the DDA district by a qualified representative of the current officers assigned to DDA This district is a public and private space and therefore is unique in terms of how it functions DDA will provide site training assistance when needed for new, and refresher training when required DDA site training shall include but not be limited to the following:

i) Overview of the District and the DDA, including funding.

ii) Understanding the areas in terms of streets, residential buildings, City, County and State buildings, and businesses.

iii) Understanding of responsibilities as an Ambassador on the DDA detail, with respect to safety and Ambassador services.

iv) Understanding of report writing and requirements for reporting.

v) Understanding of working relationship with the WPB Police Department and how PSC assist Police in the DDA district.

vi) Understanding of equipment and how it is used and maintained in good working order.

vii) Understanding of maintaining a professional appearance and demeanor.

viii) Be able to speak clearly and properly on the radio and able to call 911 or police and effectively communicate location and situation.

ix) Within two weeks of starting their training, Shift and Site Supervisors will evaluate new officers to determine if new officers are progressing effectively.

x) At any time, the DDA reserves the right to ask that any officer be removed from the DDA detail.

c) Background Screening PSC shall perform pre-employment background screening at its sole cost Ambassador Personnel must pass the criminal record check through the West Palm Beach Police Department or the Palm Beach County Sheriff's Office For Ambassador personnel working public locations and near events where minors are present, Ambassador Personnel must pass a Level 2 background check (as defined in FL Statutes 435.04)

d) Drug Testing. PSC shall perform pre-employment, as well as random, drug testing at its sole cost Upon reasonable suspicion of dmg use by any Ambassador Personnel, the DDA reserves the right to request a drug test or screening at PSC’s cost.

e) Staffing Changes. PSC will ensure that the DDA Site Supervisor will meet or speak with any potential hire for the DDA Detail prior to them being assigned. DDA Site Supervisor will

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communicate with DDA contract manager for approval of hire before new personnel is assigned. DDA Site Supervisor shall make a written request to the DDA for any staffing changes under this Restated Agreement, including Overtime coverage for vacations, sick time coverage, or changing DDA detail coverage. All staffing changes are subject to the review and approval of the DDA.

f) Qualifications and Conduct of Security Personnel

i) All Ambassador personnel shall possess a valid Class “D” security license issued by the State of Florida.

ii) Ambassador Personnel must be CPR and AED certified.

iii) Ambassador Personnel shall be at least 19 years old and in good mental and physical health consistent with the ability to perform required safety and Ambassador tasks in an emergency.

iv) Ambassador Personnel shall maintain a high standard of civility and behavior When in contact with the public, Ambassador Personnel will reflect appropriate courtesies and forms of address Ambassador Personnel must always be neat, clean and have a professional appearance.

v) Ambassador Personnel shall report for duty at the designated starting time and remain until relieved by the next assigned individual or at the designated end of the shift if no relief officer is assigned. Replacement, weekend, or after-hours Ambassador Personnel must know all the same information as the regularly assigned officers.

vi) Ambassador Personnel must be thoroughly trained for the specific duties to which they are assigned. Replacement, weekend, or after-hours Ambassador Personnel must know all the same information as the regularly assigned guard.

vii) Ambassador Personnel shall report for duty in proper uniform, with all necessary equipment.

viii) Ambassador Personnel must be able to fluently speak and understand English and possess the ability to report details, especially during crisis incidents. Verbal communications, in person, by radio or by phone, must be clear and concise.

ix) Ambassador Personnel shall possess sufficient writing skills to prepare clear and detailed reports.

x) Ambassador Personnel must possess the basic computer/technology skills necessary to use equipment required to perform duties.

xi) Ambassador Personnel shall be prohibited from sleeping or napping on duty. DDA retains the right and authority to immediately terminate the shift of any Ambassador Personnel observed to be sleeping or napping on duty and such Ambassador Personnel shall no longer be assigned to the DDA. The DDA will notify PSC, who must provide a replacement Ambassador Personnel within two (2) hours if requested by the DDA.

xii) Ambassador Personnel shall be prohibited from having unauthorized visitors DDA

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may direct unauthorized visitors to leave immediately in a quiet and orderly fashion and may request that such Ambassador Personnel no longer be assigned to the DDA.

xiii) Ambassador Personnel are prohibited from using DDA equipment (such as computers, etc.,) for personal use. Any such unauthorized use may result in DDA's request for removal of the subject Ambassador Personnel.

xiv) Ambassador Personnel shall not solicit or accept gratuities for any reason whatsoever from employees, vendors, businesses, members of the public, or other persons for performing their services.

xv) Ambassador Personnel shall be prohibited from carrying firearms of any type, whether concealed, exposed, or encased. Any violation of this prohibition while on duty, DDA will result the violating Ambassador’s immediate removal from the DDA detail

xvi) Ambassador Personnel shall perform other duties and attend meetings as assigned by designated DDA staff.

2.4 BREAKS. PSC’s personnel are permitted an uninterrupted duty-free 30-minute meal break during each 8-hour shift and two (2) 15-minute rest periods during each 8-hour shift. DDA acknowledges that duty-free meal and rest periods shall be uninterrupted and Ambassador personnel shall not be on- call during these times Such times shall not be billable to the DDA DDA and PSC shall determine whether a relief guard should be provided, as needed.

2.5 ACCEPTABLE PERFORMANCE The DDA shall have the right to determine acceptable performance standards of PSC’s personnel providing services. Any employee deemed by the DDA as unfit to perform the services shall be promptly removed, without delay, by PSC upon notice from the DDA and replaced with personnel acceptable to the DDA, as determined in the DDA’s sole and absolute discretion.

2.6 LIVING WAGE. PSC shall pay its employees a living wage of not less than $17 per hour, effective October 1, 2023.

i. Reporting Payroll. With every request for payment under the Agreement, the PSC shall certify that the PSC is in compliance with the living wage requirement of the Agreement and shall submit supporting payroll information showing the payroll records for each covered employee working under the Agreement for the period covered in the request for payment. Upon request from the DDA, the PSC shall produce its payroll records for any or all its covered employees for any period covered by the Agreement. The DDA may examine, inspect, and/or copy such payroll records as needed to ensure compliance with this requirement. PSC agrees to produce to the DDA all documents and records relating to payroll and compliance with the Living Wage requirement of the Agreement

ii. Maintenance of Payroll Records. PSC shall maintain payroll for all covered employees

and basic records relating thereto and shall preserve them for a period of three years after the termination of the Agreement, or during the pendency of any complaint, administrative hearing, appeal, or litigation, until a final determination is made, or all such proceedings have concluded. The records shall contain:

a. The name and address of each covered employee.

b. The job title and classification.

c. The number of hours worked each day.

d. The gross wages earned, and deductions made.

e. Annual wages paid.

f. A copy of the social security returns and evidence of payment thereof.

g. Any other data information this section may require from time to time.

SECTION 3. PAYMENT FOR SERVICES

a. The DDA agrees to pay PSC bi-weekly for DDA Ambassador Coverage in accordance with Exhibit A. The service and staffing level contemplated in Exhibit A would result in 680 hours per week times (x) 52 weeks = 35,360 hours per year. However, the parties understand and agree that the DDA shall only pay for the actual number of hours worked by PSC, and PSC agrees to invoice the DDA only for hours actually worked during the billing period. DDA may authorize additional hours for overtime for special events or other extraordinary needs. Overtime must be approved by DDA staff in writing prior to the overtime being authorized.

b. The parties acknowledge the need for a local manager to oversee the DDA Ambassador Program. This is a position filled by the Regional Manager for PSC, and they have a working relationship with the DDA, City of WPB and the WPB Police Department. The DDA agrees to pay a management fee of $513.07 per week, to be paid by PSC directly to the Regional Manager for as long as the DDA continues to require this position. If the DDA chooses to not have this position filled for the DDA district, PSC agrees to remove this management fee from further invoices This fee will be included in the bi-weekly invoice at $1,026 14 and provided to DDA by PSC This amount shall not exceed $26,679.64 annually.

d. Should DDA opt to have PSC provide patrol vehicles the terms will be as follows: PSC shall provide two (2) patrol vehicles as chosen by the DDA for every day of this contract PSC shall provide insurance and maintenance and have the DDA named as an additional insured on the insurance policy These vehicles will be paid monthly and billed as Vehicle Fee at a rate of $525.73 per vehicle, per month ($1,051.46 for two), and shall not exceed $13,000.00 annually PSC will provide parking for both vehicles after hours that is not on street parking Parking shall be included in the vehicle maintenance fee PSC shall ensure that both patrol vehicles are operational during coverage hours, that there is fuel for both vehicles during coverage hours DDA will pay a Vehicle Maintenance and Fuel fee of $625.00 per vehicle, per month ($1,250.00 for

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two), and shall not exceed $15,000.00 annually. These fees will be billed bi-weekly (annual fee divided by 26) and appear on the invoices as follows:

1. Vehicle(s) Fee: $485.29

2. Vehicle(s) Maintenance / Fuel Fee: $576.92

e. The total cost for the contract shall not exceed $975,000.00 in any, one (1) year term for the 680 hours per week, all Vehicle Fees, Vehicle Maintenance Fees, and Management Fee. The DDA may authorize an increase in hours and total cost in writing prior to services being performed.

f. The DDA agrees to pay PSC no more than twenty (25) days after receiving invoices from PSC. PSC understands that DDA processes invoices on the 15th and last day of each month and all invoices submitted to DDA within 5 business days of those dates will be processed then. PSC agrees to provide all invoices via email unless requested by DDA to provide paper copies. Any invoice that remains unpaid after the time provided above shall bear interest at the rate as provided for in Section 218.74 (4), Florida Statues (2013).

SECTION 4. MISCELLANEOUS PROVISIONS

a. Notice. All notices or other written communications required, contemplated, or permitted under this Agreement shall be in writing and shall be hand delivered, telecommunicated, or sent via overnight courier (FedEx, UPS, DHL, etc.…) with signature required upon delivery, to the following addresses:

i As to the DDA: West Palm Beach Downtown Development Authority

107 South Olive Avenue, 2nd Floor

West Palm Beach, Florida 33401

Attn: Raphael Clemente, Executive Director

Email: rclemente@downtownwpb.com

ii with a copy to: Lohman Law Group, P.A.

500 S. Australian Avenue, Suite 531

West Palm Beach, Florida 33401

Attn: R. Max Lohman, Esq.

Email: max@lohmanlawgroup.com

iii. As to the PSC: Professional Security Consultants, INC.

11454 San Vicente Boulevard

Los Angeles, CA. 90049

Attn: Shaul Maouda, Senior Vice President

Email: smaouda@pscsite.com

b. Headings. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

c. Partial Invalidity – Severability. If any term, covenant, condition, or provision of this Agreement shall be ruled by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder shall remain in force and effect and shall in no way be affected, impaired, or invalidated.

d. Non-Assignment. This Agreement may not be assigned without the prior written consent of the DDA.

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

f Independent Contractor PSC agrees that it is an independent contractor and not an agent of the DDA.

g. Insurance and Indemnity PSC agrees to procure and maintain the insurance required by the RFP and to indemnify the DDA in accordance with the terms and conditions set forth in the RFP.

h. Fiscal Funding Out This Agreement and the obligations of the DDA hereunder are subject to and contingent upon the lawful annual appropriations sufficient to fund this Agreement by the DDA. A non-appropriate event shall not constitute a breach of this Agreement by the DDA.

SECTION 5. TERMINATION

Notwithstanding the term provisions in Section 1, either the DDA or PSC may terminate this Agreement at any time during the term thereof by providing forty-eight (48) hours advance written notice to the other party.

SECTION 6. INDEMNIFICATION

The parties agree that PSC is an independent contractor and not an agent or employee of the DDA. PSC shall indemnify and hold the DDA harmless from any and all loss for claims, damages, bodily injury, or property damage, including but not limited to reasonable attorney’s fees, arising out of the services provided hereunder to the extent caused by PSC’s negligent, willful, or intentional acts or omissions. The DDA shall indemnify and hold PSC harmless from any and all loss for claims, damages, bodily injury, or property damage, including but not limited to reasonable attorney’s fees, arising out the services provided hereunder to the extent caused by the DDA’s negligent, willful or intentional acts or omissions subject to the monetary limits set forth at Section 768.28, Florida Statutes. However, the foregoing indemnification shall be operative only at such days, hours and/or times as PSC has officially been requested by the DDA to provide on-site services.

SECTION 7. INSURANCE

PSC agrees to add the DDA to its liability insurance policies and any golf cart insurance policy and provide the DDA with a certificate of insurance naming the DDA as an additional named insured. PSC agrees to give the DDA thirty (30) days’ notice prior to cancellation of any policy where the DDA is an additional named insured.

SECTION 8. LAW AND VENUE

This Agreement shall be governed by the laws of the State of Florida. Venue for any action under this Agreement shall be in Palm Beach County, Florida. It is hereby understood and agreed that in the event any lawsuit in the judicial system, federal or state, is brought to enforce compliance with this Agreement or interpret same, or if any administrative proceeding is brought for the same purposes, each party shall pay its own attorney’s fees and costs, including appellate fees and costs

SECTION 9. BINDING EFFECT; ENTIRE AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties This Agreement contains the entire Agreement between the parties; any and all prior or contemporaneous agreements or representations, oral, written or otherwise are hereby null and void. This Agreement and any attachments hereto can only be modified or amended by written agreement, signed, and dated by both parties.

SECTION 10. PUBLIC RECORDS

In accordance with Sec. 119.0701, Florida Statutes, PSC must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work contemplated herein. Upon request, PSC must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, PSC shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work contemplated herein are not disclosed except as authorized by law. Finally, PSC shall retain the records described in this paragraph throughout the performance of the work contemplated herein, and at the conclusion of said work, transfer to DDA, at no cost to the DDA, all such records in the possession of PSC and destroy any duplicates thereof. Records that are stored electronically must be transferred to the DDA in a format that is compatible with the DDA’s information technology systems.

IN WITNESS WHEREOF, the parties have hereto executed this FOURTH ADDENDUM AND RESTATED AGREEMENT on the day and year first written above.

WEST PALM BEACH DOWNTOWN PROFESSIONAL SECURITY CONSULTANTS, INC. DEVELOPMENT AUTHORITY

Rick Reikenis., Chairman Shaul Mouda, Senior Vice-President

ATTEST:

Raphael Clemente, Executive Director Approved as to Form and Legal Sufficiency: R. Max Lohman, Esq., General Counsel

Renewal Pricing

PSC corporate states that billing rate includes - Payroll tax, insurance, aca fee, body cameras, bikes, uniforms, radios, maintenance of these items, and profit.

EXHIBIT A - HOURS OF OPERATION AND DEPLOYMENT

*Coverage is 7 days per week / 365

*7am - 11pm - broken into 2 main shifts noted above

*Service area covers DDA district with focus on Clematis Core during peak hours

*Deployment includes Bike, Foot and Vehicle patrols as well as Posting at certain locations during peak hours