Sept 18 BP

REGULAR BOARD MEETING Downtown Development Authority Tuesday, September 18, 2018 8:30 AM 300 Clematis Street Suite 200 West Palm Beach, FL 33401

CALL TO ORDER

Robert Sanders

PUBLIC COMMENTS AND QUESTIONS PRESENTATIONS •

Phase 9 – Ian Mussmacher

CONSENT CALENDAR (Action Required) •

Minutes of Board Meeting of August 21, 2018

•

Financial Statements of August 31, 2018

Raphael Clemente Robert Sanders

OLD BUSINESS NEW BUSINESS •

Budget Amendment Res 10-2018 (Action Required)

•

Comcast advertising proposal (Action Required)

•

Transit Village proposed TIF (Action Required)

•

Brightline Agreement

Shelly Williams Teneka James Raphael Clemente Teneka James

ANNOUNCEMENTS •

Raphael Clemente

Final Public Hearing

ADJOURNMENT

Ph: 561.833.8873 Fax: 561.833.5870 www.downtownwpb.com

300 Clematis Street, Suite 200 West Palm Beach, FL 33401 MINUTES Regular Board Meeting Downtown Development Authority August 21, 2018 ATTENDANCE Board Members in attendance included, Chairman Robert Sanders, Vice Chair Rick Reikenis, Joseph Chase, Lisa Gerard, Mary Hurley Lane, Cynthia Nalley, and Upendo Shabazz. DDA staff in attendance included Raphael Clemente, Teneka James, Catherine Ast, Tiffany Faublas, Samantha Murrell, Shelly Williams and Abby Jorandby Esq. (Lohman Law Group). Guests in attendance included Steve Daniels, Todd Stone, Lisa Hathaway, Nickie Hennevelt, Melissa Nash, and Brittany Perdigon.

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

PUBLIC COMMENTS Stone introduced himself and asked the board to contact him at the Hyatt hotel when they need space for meetings, conferences, etc.

PRESENTATION CONSENT CALENDAR Minutes of Regular Board Meeting of July 24, 2018 Board Action: Shabazz made a motion to approve the Minutes of July 24, 2018.

Hurley Lane seconded the motion. The motion passed unanimously.

Financial Statements of July 31, 2018 Board Action Shabazz made a motion to approve the Financial Statements of July 31, 2018 Hurley Lane seconded the motion. The motion passed unanimously.

OLD BUSINESS West Palm Beach Library Foundation Partnership James welcomed Hathaway and Hennevelt from the Mandel Library and explained that the DDA’s support last year of $18, 200 helped to fund the library’s arts programing for the spring semester.

Hathaway thanked the board for last year’s funding and stated that they had over 1400 attendees for both the art classes and lectures for the spring semester. The art classes averaged 23 attendees per class and the lectures averaged 44 attendees per class. Hathaway explained that a space within the library previously used for the IT department has been converted into Studio 411 which the library would like to use for additional art classes, lectures, projects, and training. Hathaway explained that the city provides support for standard cost, and the Library foundation provides funding to assist with additional cost. She is requesting funding to continue programming for the 2018-2019 semesters.

Sanders recused himself due to conflict of interest, he is the founding member of the Library Foundation.

300 S. Clematis Street, Suite 200, West Palm Beach, Florida 33401

Page Two Regular Board Meeting August 21, 2018 Shabazz stated that last year’s funding was one time; she asked how much was raised by the library, and if the library didn’t receive funding from the DDA would the programs continue.

Hathaway and Hennevelt explained that the library and library foundation would have to determine if it is feasible to continue the programs without DDA funding. Hennevelt stated the foundation was able to secure $300,000 in funding last year through grants and donations.

Reikenis stated that $45,500 is a large ask for the DDA’s budget but also sees the benefits to the programs such as about half of the attendees are from zip codes outside of west palm beach.

Chase stated although there is a concern over continuing funding based on last year’s board discussion he feels it is a great program worth funding. He suggested funding a base of $18,200 and then offering a match of $1 for every $2 raised.

Hurley Lane feels this is what the DDA does, she is in support of continuing to fund the arts programming.

She likes the idea of providing base funding and matching to help the library move forward.

The board asked James if the Arts and Entertainment Board can assist with providing the matching funds of $9,100.

James stated that the Arts and Entertainment Board can help, however it must be presented for approval.

Board Action: Reikenis made a motion to approve funding of $18,200 with a match from the DDA or AE of $1 for every $2 raised. Hurley Lane seconded the motion. The motion passed unanimously.

12 x 12 Update Clemente provided an update on the 12 x 12 competition. The space has been named Thoroughfare and is currently under construction. There were over 50 applications received and have reduced that to 20 semifinalists. Multiple workshops with partners from SCORE and PATHOS have been held for the contestants providing tips for business plans, marketing, etc. Each application has a mentor to work with throughout the process. The next phase of the competition is to select the 12 winners. Clemente shared a video featuring the contests businesses with the board.

Budget Review Williams explained that the carryforward projections have been updated and reviewed each of the added or changed line items from last year with the board.

Hurley Lane asked what the plans are for the extra funding in Holiday lights.

Ast explained she is working with City Place to create a theme throughout downtown.

Nalley asked for an update on wayfinding.

Clemente explained that we have a porotype and are considering using a piggy back bid similar to the wayfinding done in lake worth.

NEW BUSINESS PAL Update James introduced Nash and Perdigon and explained that the DDA provided funding last year to help support PAL’s pilot program for weekend activities.

Perdigon thanked the board for last year’s support and explained that through the funding the DDA and Related provided she was able to keep the PAL doors open until midnight on Friday and Saturday nights.

Page Three 300 S. Clematis Street, Suite 200, West Palm Beach, Florida 33401

Regular Board Meeting August 21, 2018 She added that they were able to continue the program the entire year and only closed on Sundays.

Perdigon explained that she has anywhere from 50 – 100 kids every weekend. She was able to take them on field trips to sports games, out to dinner with community leaders, and other activities that many of them would not have the opportunity to do otherwise. Perdigon added that in addition to the funding received from the DDA and Related she secured over $60,000 from grants. She asked the board to continue their support this year for the PAL programs.

Hurley Lane stated that when comparing this program to funding an additional police detail, PAL has a great long-term effect on the area and with the youth.

Clemente commented that PAL is one of the few organization that gives the kids a place to go and feel safe.

Nalley agrees with Hurley Lane and feels this program is where the DDA should be spending our money.

Nash added that Perdigon assisted 15 high school seniors apply for FASFA and fill out college applications.

All of them have now graduated and are starting classes at PBSC in the fall. Perdigon has also secured 10 bus passes and contacted the school’s counselors to help the students get to class and stay on track.

Board Action Shabazz made a motion to approve funding PAL programs for $25,000.

Gerard seconded the motion. The motion passed unanimously.

Transportation and Mobility Policy Clemente referred to the memo and correspondence from FDOT and City Officials in the board packet. He explained that based on the boards recommendations he has asked to be included in all correspondence and meeting notices moving forward.

Flexible Spending Account Williams explained that the medical plan staff is currently on is increasing by 22%, therefore staff will be changing medical plans and cost will only increase by 6.1%. With the change in medical plans staffs cost for co-pays and medical expenses will increase. To help offset the additional cost staff would like to adopt a Flexible Spending Account (FSA) which would be funded by the employee. The cost to the DDA for the first year would be $1200.

Board Action Chase made a motion to approve the FSA account set up.

Shabazz seconded the motion. The motion passed unanimously.

PR and Marketing Update Faublas provided the most recent stats for all the DDA’s social channels and informed the board that followers for all channels continue to rise. She shared some of the most viewed posts and interactions with downtown visitors. She added that Sandi’s social channels will be live again soon as we approach the holiday season. She shared the July summer photo contest winner and explained that the contest runs until the end of August.

Faublas informed the board that staff recently met with the Ft. Lauderdale and Miami DDA’s to brainstorm tri-county marketing. They will also be working with Brightline to attract new visitors.

Page Four 300 S. Clematis Street, Suite 200, West Palm Beach, Florida 33401

Regular Board Meeting August 21, 2018 ANNOUNCEMENTS Upcoming Budget Meetings & Process Clemente reminded the board of the upcoming important meeting dates. The First Public Hearing will be held on September 11, 2018 at 5:05pm. He stressed the importance of having a quorum for this meeting and the final public hearing which will be held on September 18, 2018 at 5:05pm.

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

Board Action: Nalley made a motion to adjourn the meeting at 10:28 a.m.

Reikenis seconded the motion. The motion passed unanimously.

300 S. Clematis Street, Suite 200, West Palm Beach, Florida 33401

FUND BALANCE

No CPA provides any assurance on these financial statements.

2,734,215

Total Liabilities and Fund Balance

(642)

(642)

2,734,215

23,000

2,711,215

2,734,857

1,946,964 787,893

23,000

2,506,181 204,984 50 0

Total Fund Balance

Net Income

Fund Balance

Due to Lincoln National

Total Assets

Total Other Assets

Other Assets Lease Security Deposit

Total Current Assets

Accounts Receivable - Shuttle P

Petty Cash

PNC Bank Operating First Bank - Money Marke

Current Assets

CURRENT LIABILITIES

ASSETS

West Palm Beach Downtown Development Authority Balance Sheet August 31, 2018

916,722 281,074 813,967 1,095,041 2,011,763

(196,641) 300 5,389 5,689 (190,952)

Current Year Surplus (Deficit)

Net Total Surplus (Deficit)

Total Carry Forwards

142,000

585,700 1,157,602 1,743,302

(1,601,302)

643,986 2,768,587 848,525 33,000 483,703 76,807 137,518 737,922 60,137 13,000 33,457 25,147 299,141 6,160,930

4,559,628

Budget

Gross Annual

14

48.0% 70.3% 62.8%

0.0%

45.7% 52.4% 73.1% 52.4% 78.9% 0.0% 47.1% 101.7% 37.9% 91.8% 57.8% 60.5% 0.0% 59.6%

100.7%

%

Budget

1,117,062

231,074 296,471 527,545

589,517

1,971,734

199,823 462,041 0 17,294 381,464 26,567 64,745 750,557 22,784 11,932 19,322 15,205

2,561,251

Y-T-D

Work Plan

349,137

0 232,212 232,212

116,925

558,075

558,075

675,000

Y-T-D

Services

Trolley

No CPA provides any assurance on these financial statements.

294,044 1,449,737 620,512 17,294 381,464 26,567 64,745 750,557 22,784 11,932 19,322 15,205 0 3,674,163

13,997 110,377 3,451 275 3,808 2,314 2,210 58,775 0 0 248 1,325 0 196,780

DDA Carryforward CRA Carryforward

4,590,885

139

Year-to-Date

Current Year Revenues - Schedule 1 Expenditures Business Development - Schedule 2 Physical Environment - Schedule 3 Marketing/Public Relations- Schedule 4 Residential Quality of Life - Schedule 5 General Office - Schedule 6 Operations - Schedule 7 Professional Services - Schedule 8 Total Personnel Expense Insurance Expense Tax Collection Marketing Programs Travel and Training Reserves Total Expenditures

Month

Balance Sheet August 31, 2018

West Palm Beach Downtown Development Authority

228,013

50,000 94,161 144,161

83,852

620,512

620,512

704,364

Y-T-D

Marketing

252,281

0 96,902 96,902

155,379

429,621

429,621

585,000

Y-T-D

Security

65,270

0 94,221 94,221

(28,951)

94,221

94,221

65,270

Y-T-D

Incentives

4,590,885

139

Total Current Year Revenues

Work Plan

4,559,628

1,842,316 (1,660,331) 3,502,647 580,000 100 0 103,995 23,500 44,196 0 123,205 100.7%

101.7% 100.0% 100.0% 100.0% 1323.0% 0.0% 100.1% 100.0% 143.4% 0.0% 82.4% 2,561,251

1,874,264 (1,660,331) 1,738,877 390,000 1,323 0 69,004 3,500 42,663 424 101,527

Y-T-D

675,000

675,000

Y-T-D

Services

%

Annual Budget

Trolley

Gross Budget

-

No CPA provides any assurance on these financial statements.

1,874,264 (1,660,331) 3,502,647 580,000 1,323 0 104,145 23,500 63,386 424 101,527

Year-to-Date

0 0 0 0 139 0 0 0 0 0 0

Month

Current Year Revenues Tax Revenues TIF DDA/CRA Interlocal CRA Project Funding Interest Income Sponsorships Fees and Services Grants and Contributions Total Reimbursements Other Miscellaneous Income CityPlace Shuttle

SCHEDULE 1 - CURRENT YEAR REVENUES

August 31, 2018

West Palm Beach Downtown Development Authority Supplemental Schedules

704,364

35,141 20,000 20,723

488,500 140,000

Y-T-D

Marketing

585,000

550,000 35,000

Y-T-D

Security

65,270

50,270 15,000

Y-T-D

Incentives

0 21,854 0 0 38,980 49,543 0 0 110,377

Studies and Surveys Pressure Washing/Street Clean Graffitti Maintenance Landscape Maintenance Security and Policing Trolley Trolley Signs & Ped Wayfinder Capital Projects/Alleys

Total Physical Environment

SCHEDULE 3 - PHYSICAL ENVIRONMENT

2,768,587

30,631 456,901 1,711 279,216 681,902 907,212 205,717 205,297

643,986

199,914 15,000 159,477 3,918 96,215 119,970 25,490 509 0 23,493

Budget

52.4%

32.6% 53.9% 0.0% 71.5% 63.0% 61.3% 1.0% 3.1%

45.7%

47.1% 0.0% 33.7% 57.4% 36.0% 69.7% 82.4% 0.0% 0.0% 19.7%

%

462,041

6,324

10,000 246,079 0 199,638

199,823

53,724 2,250 34,609 83,601 21,011 0 0 4,628

Y-T-D

0

558,075

556,055 2,020

Y-T-D

Trolley Work Plan

Services

Budget

Gross Annual

No CPA provides any assurance on these financial statements.

1,449,737

10,000 246,079 0 199,638 429,621 556,055 2,020 6,324

294,044

13,997

Total Business Development

94,221 0 53,724 2,250 34,609 83,601 21,011 0 0 4,628

Year-to-Date

SCHEDULE 2 - BUSINESS DEVELOPMENT Property Incentives 185 Business Incentives 0 Facade Improvements 4,785 Leasing/Brokers Meeting 0 Business Training and Support 3,292 Value Added Events 5,000 Retail Promotion 350 Historic Projects 0 Downtown Events 0 Grand Open/New Business 385

Month

Supplemental Schedules August 31, 2018

West Palm Beach Downtown Development Authority

Y-T-D

0

0

Marketing

0

429,621

429,621

Y-T-D

Security

0

94,221

94,221 0

Y-T-D

Incentives

33,000

1,000 2,000 30,000

848,525

94,706 362,519 113,083 168,686 7,078 102,453

Budget

52.4%

68.0% 0.0% 55.4%

73.1%

79.1% 68.3% 77.6% 91.0% 57.9% 51.2%

%

0

17,294

680 0 16,614

Y-T-D

Y-T-D

Trolley Work Plan

Services

Budget

Gross Annual

No CPA provides any assurance on these financial statements.

17,294

275

Total Residential Quality of Life

620,512

3,451

680 0 16,614

74,886 247,739 87,746 153,546 4,095 52,500

Year-to-Date

0 23,920 11,292 (31,831) 70 0

Month

SCHEDULE 5 - RESIDENTIAL QUALITY OF LIFE Meetings 0 Communication/Newsletter 0 Residential Events/DNA Sponsor 275

Total Marketing/PR

Holiday Lights Community & Cultural Promotion PR/Marketing Advertising and Promotion Marketing Postage Survey

SCHEDULE 4 - MARKETING/PR

Supplemental Schedules August 31, 2018

West Palm Beach Downtown Development Authority

0

0

0

620,512

74,886 247,739 87,746 153,546 4,095 52,500

Y-T-D

Marketing

Y-T-D

Security

0

0

Y-T-D

Incentives

0

0

Total Operations

Telephone Expense

Publications

SCHEDULE 7 - OPERATIONS Automobile Expense Dues Hospitality Board Meeting

Total General Office

Office Supplies

General Postage Equipment, Computers, Programs

SCHEDULE 6 - GENERAL OFFICE General Office Expense

26,567

2,314

76,807

6,000 7,000 10,000 3,000 807 50,000

483,703

322,045 7,761 100,121 53,776

Budget

34.6%

91.7% 135.2% 25.6% 91.1% 29.4% 12.1%

78.9%

92.0% 9.6% 77.4% 13.2%

%

26,567

5,500 9,466 2,556 2,734 237 6,074

381,464

296,124 744 77,480 7,116

Y-T-D

Y-T-D

Trolley Work Plan

Services

Budget

Gross Annual

No CPA provides any assurance on these financial statements.

5,500 9,466 2,556 2,734 237 6,074

381,464

296,124 744 77,480 7,116

Year-to-Date

500 585 312 617 0 300

3,808

1,842 31 1,547 388

Month

Supplemental Schedules August 31, 2018

West Palm Beach Downtown Development Authority

0

0

Y-T-D

0

0

Marketing

Y-T-D

Security

0

0

Y-T-D

Incentives

0

0

Some rounding error may occur.

137,518

24,000 59,368 34,150 20,000

Budget

47.1%

83.3% 24.4% 66.2% 38.4%

%

64,745

20,000 14,462 22,600 7,683

Y-T-D

Y-T-D

Trolley Work Plan

Services

Budget

Gross Annual

No CPA provides any assurance on these financial statements.

64,745

2,210

Total Professional Services

20,000 14,462 22,600 7,683

Year-to-Date

SCHEDULE 8 - PROFESSIONAL SERVICES Accounting 2,000 Professional Service 0 Audit 0 Legal 210

Month

Supplemental Schedules August 31, 2018

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

FROM:

Shelly Williams, Director of Administration

RE:

Budget Amendment Resolution 10-2018

DATE:

Tuesday, September 18, 2018

_________________________________________________________________________________________

Attached, please find Resolution 10-2018 amending the 2017-2018 Amended Budget to reallocate funding to provide sufficient balances for Personnel cost and Due until the end of the Fiscal Year.

A total of $92,500 is requested to be reallocated as follows:

Personnel Expense Dues

Acual Thru Estimate FY 18 FY 18 Budget 8/31/18 for Sept Cushion Estimate Budget Needed Transfer 750,557 75,000 825,557 737,922 87,635 90,000 9,466

Telephone Expenses Office Supplies Audit

6,363 7,611 22,600

9,466

7,000

2,466

50,000 49,250 34,150

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

2,500 (42,500) (40,000) (10,000) (92,500)

1,137 1,638 1,550

RESOLUTION NO. 10-2018 A RESOLUTION OF THE WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY AMENDING THE ADOPTED 2017/2018 FISCAL YEAR BUDGET; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES. WHEREAS, the West Palm Beach Downtown Development Authority adopted its Final 2017/2018 Fiscal Year Budget on September 20, 2017 by Resolution No. 7-17; and WHEREAS, the Downtown Development Authority amended its adopted budget to add the final carry forward amount from the 2016/2017 Fiscal Year DDA Budget on February 20, 2018; and WHEREAS, the Downtown Development Authority amended its adopted budget to add $20,000.00 received for a grant to reimburse the Community and Cultural line item on February 20, 2018; and WHEREAS, the Downtown Development Authority amended its adopted budget to add $60,000 in funding to the General Office line item on April 17, 2018; and WHEREAS, the Downtown Development Authority amended its adopted budget to reallocate $35,000 from the Survey and Studies line item to fund the Security line item on April 17, 2018; and WHEREAS, the Downtown Development Authority amended its adopted budget on May 15, 2018 to add project reimbursements of $44,195.89 to recover costs incurred from the Flagler Shores program; and WHEREAS, the Downtown Development Authority amended its adopted budget on May 15, 2018 to receive grant funding in the amount of $3,500 to add to the Business Training and Support line item; recovering costs incurred for the International Downtown Association Conference; and WHEREAS, the Downtown Development Authority amended it budget on July 24, 2018 to receive $13,994.70 in proceeds from the Pairing Food and Wine Event; recovering costs incurred and refunding Advertising and Promotions line item $3,367.00, Value Added Events $8,814.75 and Community and Cultural Events $1,812.95 and to receive $90,000 in funding from an interlocal agreement with the City of West Palm Beach for facilitating the 12x12 program deliverables, refunding Community and Cultural Events $29,961.18 and Professional Services $5,500 and funding other programming cost by adding $54,538.82 to Business Training and support; and 300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com

WHEREAS, the Downtown Development Authority desires to further amend its budget to reallocate $42,500 in funding from Telephone Expenses, $40,000 from Office Supplies and $10,000 from Professional Services, Audit to fund an additional $90,000 in Personnel expenses and $2,500 in Dues.

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 2017/2018 Fiscal Year Budget shall be attached to and made a part of said budget.

Section 3:

This Resolution shall take effect immediately upon adoption

PASSED AND ADOPTED THIS 18th day of September 2018.

DOWNTOWN DEVELOPMENT AUTHORITY

________________________________________ ROBERT SANDERS, ESQ., 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 18th day of September 2018. ___________________________________ RAPHAEL CLEMENTE EXECUTIVE DIRECTOR

Totals

0 0 0 0 58,039 9,477 0 0 0 67,516

2017-2018 DDA

2017-2018 CRA 50,270 0 70,000 2,500 20,000 100,000 25,000 10,000 0 $ 277,770

$

0 15,000 0 0 0 0 0 0 0 15,000

CRA/City Project Fund

0 0 0 580,000 0 0 0 0 0 0 0 0 0 0 0 580,000

CRA/City Project Fund

DDA Carry Forward 0 0 0 0 0 0 0 0 0 0 0 0 0 0 585,700 $ 585,700 DDA Carry Forward 0 0 0 0 0 0 0 0 0 $ -

CRA Carry Forward 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,157,602 $ 1,157,602 CRA Carry Forward 149,644 0 89,477 1,418 18,176 10,493 490 13,493 509 $ 283,700

West Palm Beach Downtown Development Authority FY 2017-2018 Final Budget Res. 10-2018

Business Development Property Incentives Business Incentives Faรงade Improvement Programs Leasing/Brokers Meetings Business Training and Support Value Added Events Retail Promotions Grand Openings/New Business Training Historic Projects

Tax Revenues TIF DDA/CRA Interlocal Agreement CRA Project Funding Marketing/Sponsors/Dues Reimbursements - Physical Environment Reimbursements - Business Devlopment Reimbursements - Marketing & PR Interest - First Bank CityPlace Shuttle City Docks Crew Grants Fees/Services Sponsorships Carryforwards Total Revenue

2017-2018 2017-2018 CRA DDA $ 1,842,316 0 (1,660,331) 0 0 3,502,647 0 0 2,045 0 20,766 0 662 0 20,723 0 100 0 123,205 0 0 0 23,500 0 103,995 0 0 0 0 0 $ 476,981 $ 3,502,647

2017-2018 Downtown Development Authority Budget

EXHIBIT A West Palm Beach Downtown Development Authority FY 2017/2018 Amended Budget Resolution 10-2018

$

$

$

Grand TOTAL 199,914 15,000 159,477 3,918 96,215 119,970 25,490 23,493 509 643,986

Grand TOTAL 1,842,316 (1,660,331) 3,502,647 580,000 2,045 20,766 662 20,723 100 123,205 0 23,500 103,995 0 1,743,302 6,302,930

2017-2018 DDA $ 1,000 2,000 30,000 $ 33,000

Residential Quality of Life Meetings Communication/Newsletter Residential Services Totals

2017-2018 CRA 0 0 0 0

2017-2018 CRA $ 50,000 3,500 100,000 150,000 85,000 100,000 0 $ 488,500

2017-2018 CRA $ 200,000 0 50,000 0 0 550,000 0 675,000 75,000 100,000 $ 1,650,000

$

CRA/City Project Fund 0 0 0 0

0 0 0 0 0 140,000 0 140,000

CRA/City Project Fund

CRA/City Project Fund $ 150,000 0 200,000 15,000 0 35,000 0 0 25,000 0 $ 425,000

DDA Carry Forward 0 0 0 0 0 0 0 0 0 0 0 DDA Carry Forward 0 0 0 0 0 50,000 0 50,000

DDA Carry Forward 0 0 0 $ -

CRA Carry Forward 106,901 1,711 8,450 15,631 0 96,902 0 232,212 105,717 105,297 $ 672,821 CRA Carry Forward 52,453 3,578 13,083 15,319 9,706 22 0 $ 94,161

CRA Carry Forward 0 0 0 0

West Palm Beach Downtown Development Authority FY 2017-2018 Final Budget Res. 10-2018

0 0 0 3,367 0 72,497 0 75,864

$

2017-2018 DDA

0 0 20,766 0 0 0 0 0 0 0 20,766

2017-2018 DDA

Marketing /Public Relations Survey Marketing Postage PR/Marketing Advertising Holiday Lights/Promotions Community and Cultural Promotions Tourism Development Totals

Physical Environment Pressure Washing/Street Cleaning & Maintenance Graffitti Maintenance Landscape Maintenance Studies and Surveys District Lighting Security Contract CPTED Transportation Signage and Pedestrial Wayfinding Capital Projects Totals

EXHIBIT A West Palm Beach Downtown Development Authority FY 2017/2018 Amended Budget Resolution 10-2018

$

$

$

$

$

$

Grand TOTAL 1,000 2,000 30,000 33,000

Grand TOTAL 102,453 7,078 113,083 168,686 94,706 362,519 0 848,525

Grand TOTAL 456,901 1,711 279,216 30,631 0 681,902 0 907,212 205,717 205,297 2,768,587

2017-2018 CRA $ 636,332 50,000 70,000 0 20,000 15,000 0 $ 791,332

2017-2018 DDA 191,590 0 72,000 13,000 0 0 0 $ 276,590

Personnel Insurance Rent Tax Collection Marketing Programs, Equipment & Web Travel & Training Reserves Totals

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

580,000

CRA/City Project Fund

CRA/City Project Fund

CRA/City Project Fund

CRA/City Project Fund

DDA Carry Forward 0 0 0 0 0 0 285,700 $ 285,700

CRA Carry Forward 0 10,137 0 0 13,457 10,147 13,441 47,182

585,700 0

DDA Carry Forward 0 0 0 0 0

CRA Carry Forward 3,868 0 3,150 0 7,018

1,142,602

DDA Carry Forward 0 0 0 0 0 25,000 25,000

CRA Carry Forward 0 0 0 0 107 0 107

15000

DDA Carry Forward 200,000 25,000 0 0 225,000

CRA Carry Forward 0 25,121 3,716 8,776 37,613

West Palm Beach Downtown Development Authority FY 2017-2018 Final Budget Res. 10-2018

569,481 3,467,647 0 -92500.000000000135000

2017-2018 CRA 50,000 0 21,000 0 $ 71,000

2017-2018 DDA 5,500 24,000 0 20,000 $ 49,500

Professional Services Professional Services Accounting Audit Legal Totals

Total Expenses

0 0 0 0 0 10,000 10,000

2017-2018 CRA

2017-2018 CRA $ 120,000 50,000 4,045 5,000 $ 179,045

2017-2018 DDA $ 6,000 9,500 10,000 3,000 700 15,000 $ 44,200

2017-2018 DDA 2,045 0 0 0 2,045

Operations Auto Dues Hospitality Board Meetings/Retreat/Training Publications Telephone Totals

General Office General Office Equipment, Computers & Programs General Postage Office Supplies Totals

EXHIBIT A West Palm Beach Downtown Development Authority FY 2017/2018 Amended Budget Resolution 10-2018

$

$

$

$

$

$

$

$

6,345,430 (42,500)

Grand TOTAL 827,922 60,137 142,000 13,000 33,457 25,147 299,141 1,400,804

Grand TOTAL 59,368 24,000 24,150 20,000 127,518

Grand TOTAL 6,000 9,500 10,000 3,000 807 50,000 79,307

Grand TOTAL 322,045 100,121 7,761 13,776 443,703

MEMO TO:

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

FROM: Teneka James-Feaman RE:

Comcast Spotlight Proposal

DATE: Tuesday, September 18, 2018

_________________________________________________________________________________________

In preparation for the next fiscal year staff has reviewed the marketing agreements including radio, print and online. Each year, we define our communication outreach based on our market survey and analytical data.

In our 2016 and 2018 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

Staff researched television partners. Comcast Spotlight provided the largest reach for television communications. The proposal includes five zones on sixteen channels and is covered on all devices.

The zones are considered our drive market to Downtown West Palm Beach. The five zones are Palm Beach Gardens, West Palm Beach, Central Palm Beach, Wellington, Delray Beach and Boca Raton.

The proposal is for an annual cost of $114,590 from November 1, 2018 to October 30, 2019.

Staff has invited Dylan Tracy and Marlene Ryan to join us and present the Comcast Spotlight proposal.

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

MEMO TO:

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

FROM: Raphael Clemente RE:

Transit Village, LLC Proposed TIF Agreement

DATE: Tuesday, September 18, 2018

_________________________________________________________________________________________

Transit Village, LLC has proposed that the Downtown Development Authority and Transit Village, LLC enter into a Tax Increment Financing (TIF) agreement for a portion of the ad valorem tax revenues generated by the Transit Village project, once completed. Under the terms proposed, the DDA would make an annual payment to Transit Village for an undetermined portion of the annual ad valorem tax revenues from the project to offset the cost of financing public realm improvements necessary for the completion of the project.

Transit Village, LLC estimates that ad valorem tax revenues to the DDA from the Transit Village Project will be more than $500,000 annually. The estimated cost of all public realm improvements that will be required for the project is $10,000,000 to $12,000,000.

Staff is seeking guidance from the Board regarding this proposal. Representatives from Transit Village, LLC will provide the Board with a presentation outlining the details of the proposed agreement.

The proposed agreement and a summary of previous board discussion are attached to this memo for your review.

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

Transit Village Summary of Board Minutes January 19, 2016 Transit Village Project Clemente noted that the Board and Lohman had been briefed on the project. Masanoff’s presentation outlined the four components of the project and spoke about how the DDA and the City could be involved so that it’s a private/public project. The participation of the City and the DDA would enhance the application for a Tiger Grant (federal grant money) necessary for the project. Transit Village is asking the DDA to be a co-applicant and provide a portion of the tax increment financing for the public realm Clearwater Street improvements and to pay for bonds. In return, Transit Village will give the operating income from the garage to the DDA and the DDA will also have ownership in the garage. Board questioned the legality of the bonds and TIF money, which involves the CRA. Lohman stated the devil is in the details and it would depend on how the bonds were written. Ward stated the CRA supported the project and wants the Tiger Grant to be successful but would not fund the DDA to pay Transit Village and then turn around and fund Transit Village directly.

Samuels stated more financial information and details would be needed before the DDA gets involved in any financial obligations.

Board Action: Hansen made a motion to allow DDA staff to create a memo to support the Transit Village Project as part of the coalition with the CRA, DES and Transit Village and allow exploration of the grant. Samuels seconded the motion. The motion passed unanimously.

March 15, 2016 PUBLIC COMMENTS Pincus welcomed everyone in attendance. As the meeting commenced, Fowlkes had a question regarding the January 19, 2016 Minutes; specifically, regarding the Transit Village Project. Fowlkes wanted to clarify and amend the January 19, 2016 Minutes to include the language of “more financial information and details would be needed before the DDA gets involved in any financial obligations.” There was an open floor discussion regarding same. Shabazz-Phillips agreed to amend the Motion and Hurley Lane seconded the Motion. The motion was passed unanimously.

June 21, 2016 NEW BUSINESS Transit Village Masanoff displayed photos of the project and described the financing options currently being pursued.

Masanoff then requested that the board consider advancing the proposal that the DDA provide TIF financing of $250,000 per year for 25 years to support the Transit Village Project. Transit Village’s projection is that the completed project will generate approximately $500,000 in tax revenue to the DDA. Samuels stated that, should the board approve this proposal, it would set a new precedent for the DDA and one that we should carefully consider before making any decisions. Samuels asked for clarification from DDA attorney Lohman, who said yes, it is possible.

1|Page

Transit Village Chronology (Continued) Fowlkes expressed concerns regarding the possibility of a future change in the CRA’s funding commitment that could potentially decrease the amount of money the DDA receives each year. Fowlkes further stated that a 25-year commitment was a very serious obligation and was not comfortable with such a term.

Masanoff stated that the DDA would not be obligated to pay funds if they were not financially capable of doing so.

Fowlkes asked if the Transit Village garage is part of the proposed deal.

Masanoff stated that it is not.

Ward stated that TIF comes into play to make the project better, it does not mean TIF dollars should be used to make a project happen, but rather to make a project better.

Lohman stated that if the DDA enters into the proposed TIF agreement with Transit Village that it would be precedent setting for future projects.

Fowlkes said 500,000 would have to come through the CRA and the CRA would have to give it back to the DDA and then inquired about why Transit Village would not receive the funds directly from the CRA. Samuels stated we should not make any decisions without more information and requested a workshop.

Shabazz-Phillips expressed concerns regarding the CRA’s position on this matter and the DDA’s role in the proposed TIF agreement, stating that it will change how the DDA operates. She asked for clear action from the board, by way of a vote.

Masanoff requested the support from the DDA Board to work with attorney Lohman and Executive Director Clemente to arrive at terms to bring back to the board at a future meeting. It was resolved that the proposed TIF deal is worthy of further consideration by the Board and staff, and that more information is needed before a final decision can be made. Executive Director Clemente recommended a combined DDA/CRA workshop with Transit Village to discuss the financing and specific requirements of the project and how the TIF agreement could be structured. CRA Director Ward advised that there will be a workshop with the CRA and that the DDA board would be invited to attend at that time.

Board Action: Fowlkes made a motion to hold a Joint workshop with the CRA. Shabazz-Phillips second the motion. The motion passed unanimously.

September 20, 2016 Transit Village Fowlkes asked for the status of the garage Masanoff wanted to build.

Justice said the CRA will work with Masanoff to figure out how much funding he needs to construct the garage. She said the CRA Board asked for more detailed information. Justice reported that another meeting will be set up.

Clemente reminded Justice that the DDA Board requested a joint meeting with the CRA Board and Masanoff.

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Prepared By: Michael D. Karsch, Esq. RICE PUGATCH ROBINSON STORFER & COHEN, PLLC 101 NE Third Avenue Suite 1800 Fort Lauderdale, Florida 33301

TRANSIT VILLAGE, LLC GRANT AGREEMENT THIS TRANSIT VILLAGE GRANT AGREEMENT (the "Agreement") is made by and between TRANSIT VILLAGE, LLC, a Florida limited liability company and its assignees (herein “Transit Village” or the "Developer"), and the WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY, an Independent Special District established under the laws of the State of Florida (the "DDA").

INTRODUCTORY RECITALS WHEREAS, the DDA has organized and established as one of its primary goals to revitalize the Downtown area of the City of West Palm Beach and to promote commercial and economic development and to improve the quality of life for residents residing in the Downtown area; and WHEREAS, the West Palm Beach Community Redevelopment Plan for the Expanded City Center Area, adopted on December 16, 1985 and restated on April 9, 2009 ("Plan"), promotes economic and redevelopment activity and recognizes the necessity of attracting businesses to the redevelopment area and encourages a mixture of uses and activities which facilitate and stimulate economic growth in the Downtown/City Center Redevelopment Area; and WHEREAS, the Plan encourages the concept of a “24-hour” downtown and increased walkability within the Downtown/City Center Redevelopment Area and specifically the Transit-Oriented Development (“TOD”) District created by the City of West Palm Beach (“City”) in the Downtown Master Plan; and WHEREAS, the DDA is working to implement the Plan in the Downtown/City Center Redevelopment Area; and WHEREAS, it has been determined that developing the TOD District as a transitoriented development will further promote the use of public transportation in the City of West Palm Beach and make the area more pedestrian and bicycle friendly and furthers the goals of the Plan; and WHEREAS, Transit Village’s redevelopment plan furthers the goals of the DDA and specifically the Plan and provides for the vertical integration of transit, bus, trolley and intermodal activities; and WHEREAS, the Transit Village redevelopment plan has been approved and is supported by multiple governmental agencies and community groups and citizens, including 1

obtaining approval from the County, City, CRA, SFRTA, TCRPC and FDOT; and WHEREAS, Transit Village and Palm Beach County executed an Agreement for Purchase and Sale, dated August 14, 2012 for the purchase of a portion of the ITC Property (that portion referred to herein as the “ITC Portion”); and WHEREAS, the City, with the support of the CRA, has leased (a copy of which has been heretofore delivered to the DDA) the Tamarind Strip, together with the historic Seaboard Station that is situate thereon, so that the redevelopment of the ITC Property can be accomplished in a coordinated fashion with maintenance and repurposing of the Tamarind Strip (the ITC Portion and the Tamarind Strip are together referred to herein as the “Property”); and WHEREAS, Transit Village represents that it has secured all federal, state and local approvals necessary to apply for a building permit with the City in order to redevelop the Property; and WHEREAS, Transit Village, with the financial support of the DDA, desires to redevelop and repurpose the Property so as to, in part, connect and unite the City’s Downtown with the City’s Clear Lake and TOD Districts, establish a Public Transit Gateway to the Downtown / Expanded City Center Redevelopment Area, provide enhanced pedestrian connections, assist in providing a park-once environment for the City’s Downtown, provide transit and community amenities, create tax assessed properties whose assigned incremental tax increment will partially offset the additional costs of providing these community benefits to its neighbors; and WHEREAS, the redevelopment is currently planned to be a transit-oriented mixed-use development including a parking garage, plaza and coordinated transit podium (“the “Public Podium Plaza”) and the historic Seaboard Station as well as other residential, office, retail, hotel uses and public realm improvements as reflected in the (the “Project”) as substantially reflected in the Approved Order dated August 12, 2015 adopted and issued by the City’s Downtown Action Committee; and WHEREAS, Developer and the DDA have discussed the DDA’s provision of economic incentives to assist with the cost of the Project in view of the additional taxes and the job creation that will result from construction, development and operation of the Project, and the Project’s furtherance of the goals of the DDA and the TOD District; and WHEREAS, the DDA is willing to provide certain economic incentives to assist Developer with the costs of the Project, subject to the terms and conditions as hereinafter provided by dedicating a portion of the tax increment generated by the Project; and WHEREAS, Developer has entered into an Economic Incentive Agreement with the CRA pursuant to which the CRA will be providing the Developer with a portion of its annual tax increment (“CRA Agreement”).

NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and the DDA hereby agree as follows: 1.

RECITALS. 2

The Recitals to this Agreement are incorporated herein by reference and made a part hereof.

2.

DEFINITIONS. The terms used in this Agreement shall have the meanings set forth on Exhibit A:

3.

DEVELOPMENT OF PROJECT

3.1

Property Development.

Developer has been pursuing development of the Property and shall continue to do so.

Developer represents to the DDA that but for the assistance to be provided by the DDA pursuant to this Agreement, the Developer would not have undertaken development of the Project. Developer shall be responsible for all aspects of development. design, construction, ownership, use and operation of the Project, subject to compliance with all applicable laws and ordinances and this Agreement.

3.2

Determinations and Actions by DDA. The DDA hereby determines that the Project is consistent with and furthers the goals and objectives of the DDA, and that its design, development, construction, ownership, use and operation will promote the health, safety, morals and welfare of the residents of the City.

4.

4.1

GRANT Development Incentive.

On an annual basis, as an inducement to the development of the Project, the DDA agrees to pay to the Developer for each calendar year commencing after the Base Year and continuing throughout the term of this Agreement, a payment equal to $TBD (the "Grant") until such time as the total public realm costs (herein “TPR Costs”) are recovered.

4.2

Estimated Costs.

The estimated costs for development of the Project are in excess of $300,000,000.

4.3

Cap on Grant.

The cumulative total of the Grant to be made to Developer under this Agreement shall equal the TPR Costs.

Within 180 days of the issuance of the completion of the Public Realm Improvements, the Developer shall provide the DDA with a detailed accounting of the Total Public Realm Costs that has been reviewed by the Developer’s independent accountants along with a calculation of the number of years required to reimburse the Total Public Realm Costs based on the estimated annual Grant Payment to ensure that the Grant Payments are not cumulatively greater than the TPR Costs.

3

4.4

Time for Grant Payments.

Payment of the Grant will commence the 31st day of the second January after which a certificate of occupancy has been issued for the first Private Sector Use. For example, if a certificate of occupancy is issued in November 2019, the property taxes will be levied for the Improvements as of January 2020, such taxes will become due as of November 1, 2020, and will be collected, transmitted to the DDA and available for refund as of January 31, 2021.

4.5

Payments After Assignment or Sale.

Developer, in its sole and absolute discretion, may assign and reassign the Grant at any time or from time to time upon written notice given to the DDA. Any such notice of assignment shall indicate: (i) the name of the Assignee and the Assignee's contact information, (ii) the term thereof, and (iii) any other terms or provisions applicable thereto and mutually agreed to as between Developer and Assignee (the "Assignment Notice"). Any such assignment by Developer shall be to a single entity or trustee and DDA shall not be obligated to pay portions of the Grant to multiple entities. Any such assignment shall not in any way affect the DDA’s obligation to make the Grant hereunder.

4.6

Payments.

The Grant shall be paid to the Developer until the Developer assigns the Grant to another single entity or trustee which may be obligated to make payments to the Developer’s institutional lender.

4.7

Limitation on Use of Grant.

The Grant paid during the Term of this Agreement shall be used for the sole and exclusive purpose of paying and/or reimbursing the TPR Costs.

4.8

DDA Use of Remaining Tax Increment.

The DDA and the Developer have the mutual interest to make additional improvements in the TOD District and the adjoining Clearlake District. Accordingly, the DDA will, to the extent feasible, use the tax increment generated by the Project in excess of the Grant paid to the Developer for improvements that have the goal of improving public transportation in the City of West Palm Beach and making the area more pedestrian and bicycle friendly. Such improvements may enhance connectivity to Transit Village’s mass transit amenities and beautification of the area. Possible improvement projects, include the maintenance of the historic Seaboard station areas and the property between the train tracks and Tamarind Avenue and the other pedestrian and bicycle connections of the Project. The allocation of such funds shall be in DDA’s sole discretion.

4.9

Interlocal Agreement between CRA and DDA. Should the Grant be calculated as a percentage of funds received by the DDA from assessments relating to the Project, then all funds received directly or indirectly by the DDA from assessments of the Project (including pursuant to the current Interlocal 4

Agreement, or similar or future agreement, that provides that the DDA receive a match or similar funding from the CRA or the City or another source shall be included within the base of funds received by the DDA in calculating the amount of funds to be paid to Developer.

5.

OTHER AGREEMENTS 5.1

Pledge of TIF Revenues

In the event the DDA issues any bonds subsequent to the Effective Date, the DDA covenants and agrees not to pledge the Incremental TIF derived from the Project which will be payable to Developer under this Agreement as collateral for such bonds, as said Incremental TIF is pledged hereunder for performance of this Agreement.

5.2

Participation in Clean and Safe Program

The DDA agrees that the Property shall be included in the DDA’s Clean and Safe and other similar or subsequent clean, safe, entertainment, public relations and marketing programs so as to permit the DDA’s and/or its contractors to perform similar services to that performed elsewhere in the remainder of the DDA. At DDA’s option, the DDA may reimburse Developer for such costs if DDA requests the Developer to perform such services. This reimbursement obligation or the performance of these programs shall be determined annually and in advance of the performance of these services. The parties hereto shall meet at least quarterly to keep each other advised of budgetary and performance expectations of the other in order to fulfill the intent of this provision.

5.3

Budget and Appropriation

DDA covenants and agrees to budget the Grant as a line item in its annual operating budget. DDA further covenants to use commercially reasonable efforts to procure annual approval of its operating budget, including the Grant as contemplated by this Agreement, by the City or the CRA as may be applicable.

6.

DUTY TO DEFEND In the event of any challenge to this Agreement, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third party. The DDA shall cooperate with Developer and, if necessary, participate in the defense of such challenge.

7.

REPRESENTATIONS OF DEVELOPER. Developer makes the following representations to the DDA as follows:

7.1

Formation and Organization.

Developer is a limited liability company, duly organized and validly existing under the laws of its state of formation and has full power and capacity to own their properties, to carry on their business as presently conducted, and to enter into the transactions contemplated by this Agreement.

7.2

Execution, Delivery and Performance.

5

Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound.

7.3

Valid and Binding Obligations.

This Agreement constitutes the valid and binding obligations of Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.

8.

REPRESENTATIONS OF THE DDA. The DDA makes the following representations to Developer:

8.1

Formation and Organization.

The DDA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its business as presently conducted by the DDA, and to perform its obligations under this Agreement.

8.2

Execution, Delivery and Performance.

The DDA's execution, delivery and performance of this Agreement has been duly authorized by all necessary actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound.

8.3

Valid and Binding Obligations.

This Agreement constitutes the valid and binding obligations of the DDA, enforceable against the DDA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.

9.

NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, (c) certified or registered mail, return receipt requested, or email and shall be deemed to have been delivered upon (i) receipt, if handdelivered, (ii) the next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused; or (iv) transmittal, if sent on a business day by email and if sent by email on a day other than a business day, on the first business day following transmittal. The parties hereby designate the following addresses to which such Notices may be delivered, or to such other addresses as such parties may designate by written notice to the other and delivery to such address shall constitute binding notice given to such party.

DEVELOPER: 6

Transit Village, LLC c/o Rice Pugatch Robinson Storfer & Cohen, PLLC 101 NE Third Avenue, Suite 1800 Fort Lauderdale, FL 33301 Attention: Michael D. Masanoff Copy to: Rice Pugatch Robinson Storfer & Cohen, PLLC 101 NE Third Avenue, Suite 1800 Fort Lauderdale, FL 33301 Attention: Michael D. Karsch, Esq. DDA: West Palm Beach Downtown Development Authority 301 Clematis Street, Suite 200 West Palm Beach, FL 33401 Attention: Executive Director Copy to: Lohman Law Group, P.A. 601 Heritage Drive, Suites 232-232 Jupiter, FL 33458 Attention: Max Lohman, Esq. 10.

NON-RECOURSE. This Agreement is non-recourse to the DDA and Developer. In the event of a breach of this Agreement by the DDA only the Developer, or any impacted Assignee, may seek specific performance of this Agreement or bring an action at law which shall be limited to any Grant to be made under the terms of this Agreement and in no event shall the Developer or any Assignee have the right to seek consequential, special, exemplary, punitive, indirect or incidental losses or damages against the DDA. This paragraph shall not be construed or interpreted as a waiver of the DDA’s sovereign immunity and the limits established in Section 768.28, Florida Statutes. This section shall survive the expiration or earlier termination of this Agreement.

11.

DEFAULTS.

11.1

By Developer.

In the event Developer breaches its duties and obligations under this Agreement, and such failure is not cured within sixty (60) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such sixty (60) day period and Developer has commenced such curative action within such sixty (60) day period and diligently pursues same until completion), the DDA may

7

pursue all remedies available at law or in equity to cause Developer to comply with the terms of this Agreement.

11.2

By DDA. In the event DDA breaches its duties and obligations under this Agreement, and such failure is not cured within sixty (60) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such sixty (60) day period and DDA has commenced such curative action within such sixty (60) day period and diligently pursues same until completion), the Developer may pursue all remedies available at law or in equity to cause DDA to comply with the terms of this Agreement.

12.

RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the DDA and Developer. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner.

Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein.

13.

AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon Developer and the DDA and their respective successors and assigns.

14.

MISCELLANEOUS.

14.1

Negotiation and Preparation.

All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto and shall be interpreted in accordance with its plain meaning.

14.2

Invalid Term or Provision.

In the event any negotiation and preparation of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect.

14.3

Authority of Signatories.

The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties.

8

14.4

Waiver of Jury Trial.

THE PARTIES HEREBY KNOWINGLY, IRREVOCABLE, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS WAIVER OF JURY TRIAL PROVISION IS A MATERIAL INDUCEMENT OF THE DDA AND DEVELOPER ENTERING INTO THE SUBJECT TRANSACTION.

14.5

Waiver.

The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement.

14.6

Construction.

In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and paragraph headings shall be disregarded.

14.7

Exhibits Incorporated.

All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement.

14.8

Time of the Essence.

Time shall be of the essence for each and every provision of this Agreement.

14.9

No Individual Covenant.

No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the DDA or Transit Village, in an individual capacity.

14.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and without regard to any conflict of laws provisions. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Palm Beach County, Florida.

14.11 Public Record.

9

This Agreement, or a memorandum of the terms thereof, may be recorded in the Public Records of Palm Beach County at the sole cost and expense of Developer.

14.12 Changes, Alterations or Modifications.

This Agreement may not be changed, altered, amended or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought.

14.13 Severability Clause.

If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect.

14.14 Binding on Successors.

This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party.

14.15 Effective Date.

This Agreement shall become effective on the date of execution of this Agreement by the DDA, which shall execute last.

14.16 Estoppel Certificate or Similar Certification.

The parties hereto agree to provide each other within 15 days of such request an estoppel certificate or similar certification, in form, scope and substance reasonably acceptable to the requesting party, confirming compliance with the conditions set forth in this Agreement (and/or disclosing any then failure or default by either such party).

14.17 Consultant and Professional Compensation.

Developer has retained consultants and professionals to assist Developer with the negotiation and execution of this Agreement, and Developer may compensate those consultants and professionals at their standard rate for services performed, or any other method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall Developer compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the DDA Board's approval of this Agreement. Developer further states that it has not employed or retained any person to solicit or secure this Agreement and that it has not paid or agreed or promised to pay any person any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the execution of this Agreement, including any broker fee or commission.

14.18 Exhibits.

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All Exhibits identified in this Agreement are incorporated into this Agreement by this reference, regardless of whether they are attached hereto. The Exhibits include the following: Exhibit A – Definitions Exhibit B – Public Realm Improvements 14.19 Entire Agreement and Understanding.

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.

[Signatures on following pages.]

11

IN WITNESS, hereof the parties have executed this Grant Agreement as of the date last written below.

DEVELOPER: Witness: TRANSIT VILLAGE, LLC _________________________ By: __________________________________ Michael D. Masanoff, Manager

WEST PALM BEACH DOWNTOWN DEVELOPMENT AUTHORITY

DDA Secretary ______________________

By: __________________________________ ______________________, Chair Date: ___________________________

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Exhibit A DEFINITIONS. The terms used in this Agreement shall have the meanings set forth below: 1. “Anticipated Assessed Value” shall have the meaning ascribed to said term in Section 4.4.

2. “Assignee” means a Person to whom a right or liability is transferred and which shall have the right, but not the obligation, to enforce any of the terms of this Agreement against any other party hereto.

3. “Assignment Notice” shall have the meaning ascribed to such term in Section 5.6.

4. “Approved Order” means that approved order dated August 12, 2015 adopted and issued by the City’s Downtown Action Committee.

5. “City” means the City of West Palm Beach, a municipal corporation of the State of Florida.

6. “County” means Palm Beach County, a political subdivision of the State of Florida.

7. “CRA” means West Palm Beach Community Redevelopment Agency.

8. “"DEP” means the Florida Department of Environmental Protection.

9. “Developer” shall have the meaning ascribed to such term in the introductory paragraph.

10. “Effective Date” means the date of execution and delivery of this Agreement by all parties hereto.

11. “FDOT” means the Florida Department of Transportation.

12. “Grant” is defined in Section 4.1.

13. “Improvement” means any building developed on the Property presently anticipated to comprise the Public Realm Improvements and each of the Private Sector Uses, but specifically excluding work related to interior improvements, tenant improvements, project renovations and work related to art in public places.

14. "Incremental TIF" shall mean, for each tax year for the term, the tax increment revenues, if any, actually received by the DDA from the DDA’s and CRA’s tax assessment with respect only to Improvements constructed on the Property after the Effective Date.

15. “Private Sector Use “or Private Sector Uses” means the office, apartment, live-work, retail, hospitality, or other such improvement intended for private use to be located within the Project.

16. “Project” has the meaning ascribed to such term in the Recitals.

17. “Property” shall mean the Wedge, also known as the West Palm Beach Intermodal Transfer Facility, as shown in Plat Book 110, Page 191, and commonly known as 150 Clearwater Drive, West Palm Beach, Florida (PCN# 74-43-43-21-27-001-0000) and the property which includes the historic Seaboard Station.

18. “Public Realm Improvements” means the improvements as set forth on Exhibit B hereto.

19. “Seaboard Station” means the existing train station and the improvements related thereto 13

currently owned by the City.

20. “SFRTA” means the South Florida Regional Transportation Authority.

21. “Site Plan” means the approved site plan and project drawings for the Transit Village development and as reflected in the Formal Site Plan No. 15-01 Transit Village (Z15010030) dated October 21, 2015, as may be amended and approved by the appropriate City agency or board from time to time.

22. “Tax Increment” shall mean, for each tax year, the ‘increment revenue, calculated in accordance as set forth herein. with the formula set forth in Section 163.387(1), Florida Statutes and the prorata sum received by the DDA as a result of any receipt of funds from the City or the CRA. 23. “TCRPC” means the Treasure Coast Regional Planning Council.

24. “TPR Costs” or “Total Public Realm Costs” means the sum of all costs, including but not limited to, acquisition costs, design fees, engineering fees, development costs, construction costs, financing costs, costs for regulatory compliance, including art in public places, developer fees, and all other fees and costs without limitation, of the Public Realm Improvements paid by Developer and/or its assignees.

14

Exhibit B PUBLIC REALM IMPROVEMENTS The connection and creation of the podium plaza and connections between Clearwater Drive and Tamarind Avenue including stairways, elevators, and rest rooms on the ground and podium levels.

15

MEMO TO:

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

FROM: Teneka James-Feaman RE:

Brightline Marketing Partnership

DATE: Tuesday, September 18, 2018

_________________________________________________________________________________________

As a part of Brightline’s focus to expand their marketing reach to local businesses and arts stakeholders, they are proposing a revenue sharing partnership with the Downtown Development Authority. The term of this agreement will be for one year. Staff will work with Brightline’s sales team to create promotions. These promotions will be shared through our own media channels. The revenue share will be equal to 10% of the Net Revenue. The tracking methods that will be utilized are promo/voucher codes and a website link on DowntownWPB.com to Brightline’s website.

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