REGULAR BOARD MEETING
Downtown Development Authority
Tuesday, October 18, 2022 8:30 AM
300 Clematis Street, Suite 200 West Palm Beach, FL 33401 https://us02web.zoom.us/j/82782563817 Dial: +1 301 715 8592 Webinar ID: 827 8256 3817
CALL TO ORDER Rick Reikenis
PUBLIC COMMENTS AND QUESTIONS
Raphael Clemente
PRESENTATIONS
CONSENT CALENDAR (Action Required) Rick Reikenis
• Minutes of Regular Board Meeting September 13, 2022
• Minutes of Final Public Hearing Meeting September 21, 2021
• Financial Statements of September 30, 2021
OLD BUSINESS (Action Required)
• The Next Big Thing Artist Agreement
NEW BUSINESS (Action Required)
• Capital Projects
ANNOUNCEMENTS
ADJOURNMENT
300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833 8873|Fax: 561.833.5870| www.downtownwpb.com
EXECUTIVE DIRECTOR’S REPORT
Sherryl Muriente
Raphael Clemente
REGULAR BOARD MEETING
Downtown Development Authority
Tuesday, September 13, 2022
8:30 AM
300 Clematis Street, Suite 200 West Palm Beach, FL 33401
ZOOM https://us02web.zoom.us/s/88064286035
Webinar ID: 880 6428 6035
CALL IN +1 301 715 8592
ATTENDANCE
DDA Board members in attendance: Chairman Rick Reikenis, Cynthia Nalley, Vice Chairman William Jacobson, Varissa Lall Dass, Darryl Houston, Samantha Bratter Attorney Max Lowman. DDA Staff in attendance: Executive Director Raphael Clemente, Vivian Ryland, Tiffany Faublas, Catherine Ast, Teneka James Feaman, Jacqueline Smith, Sabrina Lolo, Sherryl Muriente Guests Harvey Oyer III and David Martin
CALL TO ORDER
The meeting was called to order 8:30am by Chair Reikenis.
PUBLIC COMMENTS AND QUESTIONS
There were no public comments.
EXECUTIVE DIRECTOR’S REPORT
• The Director announced that a group of DDA Staff, Board Members, along with Mayor James will be attending the IDA Conference in Vancouver later in the month.
• The new trash cans have been installed.
• The Fern Street Chess Park is launching on International Chess Day, October 8, 2022.
• The Director spoke on the noise ordinance that was discussed at the last board meeting.
• The Director reported that a question was raised about the issue of a congregation of homeless individuals who spend the night along the waterfront Satima Fowler, a downtown resident, brought up the issue that she did not feel safe going out for runs in the morning. Speaking with her and staff, it was proposed that the DDA help start a running group Pamela of DNA and Satima have agreed to be the residents behind it. DDA is working with them to promote it October 3, 2022 is the kickoff at 6:50am.
• The Director discussed collaborating with the city on capital improvements. Raphael gave the board a heads up that next month, we're going to see two significant projects, a loading zone to help alleviate the traffic congestion on Olive Avenue, and the hardscape improvements to the areas primarily south of Clematis Street on Dixie Highway and Olive Avenue. Both hand in hand with public works,
300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833 8873|Fax: 561.833.5870| www.downtownwpb.com
requests that came early in the budget process. These are two big projects that most likely will use all of the capital projects budget.
PRESENTATIONS
Harvey Oyer III and David Martin gave a presentation on 320 Lakeview. Bill Jacobson made a motion to authorize Raphael Clemente to attend the DAC hearing and to give support for the project. The motion was seconded by Daryl Houston. Motion carried unanimously.
CONSENT CALENDAR
Bill Jacobson made a motion to approve the consent calendar. The motion was seconded by Cynthia Nalley. Motion carried unanimously.
OLD BUSINESS
Sherryl Muriente gave a presentation on the The Next Big Thing Finalist Recommendation Bill Jacobson made a motion to move forward on funding the Next Big Thing in the amount of $130,000 and coming back with the agreement at the October meeting. The motion was seconded by Cynthia Nalley. Motion passed unanimously.
NEW BUSINESS
• Peter Cruise gave a presentation on the DNA Survey Results.
• Raphael Clemente stated that we received the Audit Engagement Letter for FY 2022 Nowlen, Holt & Miner, P.A. A motion was made by Cynthia Nalley and seconded by Varissa Lall Dass. Motion passed unanimously.
• Raphael Clemente stated we received an extension to the Second Extension to Circuit Piggy back Agreement Bill Jacobson made a motion to approve the agreement. The motion was seconded by Varissa Lall Dass. Motion carried unanimously.
• Teneka James Feaman provided information in reference to the Business Incentives and Façade Grants. Bill Jacobson made a motion to approve the Business Incentives. The motion was seconded by Cynthia Nalley. Motion carried unanimously. Cynthia Nalley made a motion to approve the Façade Grants. The motion was seconded by Varissa Lall Dass. Motion carried unanimously. Teneka asked for a motion to suspend any additional incentives until further discussion about the program. Cynthia Nalley made the motion to approve. The motion was seconded by Varissa Lall Dass. Motion carried unanimously.
ANNOUNCEMENTS
There were no announcements.
ADJOURNMENT
A motion to adjourn the meeting was made by Board member Cynthia Nalley and seconded by Board member Varissa Nalley. Motion carried unanimously.
300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833 8873|Fax: 561.833.5870| www.downtownwpb.com
MINUTES
FINAL BUDGET HEARING
Downtown Development Authority
Wednesday, September 21, 2022
5:05 PM
300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Zoom Via: www.DowntownWPB.com/DDA
Board members present: William Jacobson, Vice Chair, Robert Sanders, Cynthia Nalley, Samantha Bratter, Daryl Houston, Varisa Lall Dass. Staff present: Vivian Ryland, Catherine Ast, Jacqueline Smith Attorney: Walter Porr standing in for Max Lohman
Having a quorum, Mr. Jacobson called the meeting to order at 5:05 pm.
PRESENTATION
Mr. Porr stated that the proposed millage rate of .9800 mill necessary to fund the budget is a 40.07% decrease from the rolled back rate of 1.6354. He said that the DDA may amend the tentative budget and re compute the proposed millage rate. If the millage rate is changed, there must be a public announcement of the percent, if any, by which the new millage rate exceeds the rolled back rate.
PUBLIC COMMENTS AND QUESTIONS
There were no public comments or questions.
NEW BUSINESS
Mr. Porr read Resolution 06 2022 Setting Final Millage Rate for Fiscal Year 2022 2023. Mr. Sanders made a motion to adopt Resolution 06 2022. The motion was seconded by Mr. Houston. Motion passed unanimously.
Mr. Porr read Resolution 07 2022 adopting the final budget for fiscal year 2022 2023. Motion was made by Mr. Sanders to adopt Resolution 07 2022. Motion was seconded by Ms. Lall Dass. Motion passed unanimously.
Mr. Porr stated that the public hearing portion of the meeting was closed.
Mr. Jacobson as for a motion to adjourn the meeting. A motion was made by Ms. Lall Dass and seconded by Ms. Nally. Motion carried.
West Palm Beach Downtown Development Authority Balance Sheet
September 30, 2022
ASSETS
Current Assets
PNC Bank Operating (170,599)
Valley National Bank - MMA 160,058
PNC Investment Management Acct 3,582,843
Petty Cash 50
Prepaid Expenses 45,707
Interest Income Receivable 1,381
Total Current Assets 3,619,440
Other Assets
Lease Security Deposit 23,000
Total Other Assets 23,000
Total Assets 3,642,440
LIABILITIES AND FUND BALANCE
Current Liabilities
Due to Lincoln National 5,371
Vision Premium Payable 188
Flexible Spending Withholding 562 Suppl Med Ins. Premium Payable 95 0
Total Current Liabilities 6,216
Fund Balance 4,288,189
Net Income (651,965)
Total Fund Balance 3,636,224
Total Liabilities and Fund Balance 3,642,440
West Palm Beach Downtown Development Authority
Statement of Revenues And Expenditures September 30, 2022
Trolley
Gross Annual Budget Work Plan Services Marketing Security Incentives Month Year-to-Date Budget % Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
Current Year Revenues - Schedule 1 5,503 5,007,576 4,995,470 100.2% 3,423,576 50,000 635,000 575,000 324,000
Expenditures
Business Development - Schedule 2 2,710 209,983 988,492 21.2% 112,167 97,816
Public Realm Maintenance - Schedule 3 260,643 1,555,675 1,941,872 80.1% 1,555,675
Marketing/Public Relations- Schedule 4 28,777 703,635 1,562,526 45.0% 0 703,635
Neighborhood Services - Schedule 5 190,120 1,693,986 2,145,000 79.0% 228,740 812,416 652,830
General Office - Schedule 6 14,444 97,390 104,000 93.6% 97,390
Operations - Schedule 7 1,646 20,681 39,050 53.0% 20,681
Professional Services - Schedule 8 15,946 159,677 260,800 61.2% 159,677
Total Personnel Expense 84,021 932,330 890,000 104.8% 932,330
Insurance Expense 0 31,982 40,000 80.0% 31,982
Total Rent Expense 14,409 200,127 198,000 101.1% 200,127
Tax Collection 4,299 19,936 18,000 110.8% 19,936
Travel and Training 12,499 34,141 25,285 135.0% 34,141
Reserves 0 0 587,067 0.0%
Total Expenditures 629,514 5,659,543 8,800,092 64.3% 3,392,846 812,416 703,635 652,830 97,816
Current Year Surplus (Deficit) (624,011) (651,967) (3,804,622) 30,730 (762,416) (68,635) (77,830) 226,184
DDA Carryforward 9,804 74,780 276,706 27.0% 32,461 0 42,319 0 0
CRA Carryforward 179,023 2,254,638 3,527,916 63.9% 578,945 812,416 538,277 250,000 75,000
Total Carry Forwards 188,827 2,329,418 3,804,622 61.2% 611,406 812,416 580,596 250,000 75,000
Net Total Surplus (Deficit) (435,184) 1,677,451 0 642,136 50,000 511,961 172,170 301,184
CPA
financial statements.
No
provides any assurance on these
Supplemental Schedules
September 30, 2022
SCHEDULE 1 - CURRENT YEAR REVENUES Gross Trolley
Annual Budget Work Plan Services Marketing Security Incentives
Current Year Revenues Month Year-to-Date Budget % Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
Tax Revenues 0 2,487,566 2,460,385 101.1% 2,487,566
TIF 0 (2,278,400) (2,278,400) 100.0% (2,278,400)
DDA/City Interlocal Agreement 0 0 0 0.0% 0
DDA/CRA Interlocal 0 4,738,780 4,813,385 98.5% 3,154,780 50,000 635,000 575,000 324,000
CRA Project Funding 0 0 0 0.0% 0
Interest Income 486 3,963 100 3963.0% 3,963
Dividend Income 0 467 0 0.0% 467
Gain or (Loss) on Investments 2,385 4,391 0 0.0% 4,391
Virgin Trains USA Ticket Sales 0 0 0 0.0% 0 Sponsorships 2,500 7,550 0 0.0% 7,550
Fees and Services 0 0 0 0.0% 0
Grants and Contributions 0 36,291 0 0.0% 36,291 Total Reimbursements 89 5,725 0 0.0% 5,725
Other Miscellaneous Income 0 0 0 0.0% 0
Gain (Loss) on Sale of Assets 43 1,243 0 0.0% 1,243 0
Total Current Year Revenues 5,503 5,007,576 4,995,470 100.2% 3,423,576 50,000 635,000 575,000 324,000
No CPA provides any assurance on these financial statements.
West Palm Beach Downtown Development Authority
Supplemental Schedules
September 30, 2022
Gross Trolley
Annual Budget Work Plan Services Marketing Security Incentives Month Year-to-Date Budget % Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
SCHEDULE 2 - BUSINESS DEVELOPMENT
Total Property and Buss Incentives 0 97,816 399,000 24.5% 97,816
Facade Improvements 0 23,530 206,515 11.4% 23,530
Leasing/Brokers Meeting 1,745 11,053 40,500 27.3% 11,053
Total Business Training and Support 0 33,334 198,437 16.8% 33,334
Business Partnerships 965 39,981 105,000 38.1% 39,981
Grand Open/New Business 0 4,269 39,040 10.9% 4,269
Total Business Development 2,710 209,983 988,492 21.2% 112,167 0 0 0 97,816
SCHEDULE 3 - PUBLIC REALM MAINTENANCE
Pressure Washing/Street Clean 99,460 543,191 500,000 108.6% 543,191
Clean Team 57,239 344,874 415,000 83.1% 344,874
Graffitti Maintenance 500 11,675 25,000 46.7% 11,675
Landscape Maintenance 82,905 389,891 607,087 64.2% 389,891
Holiday Lights 20,539 254,034 265,000 95.9% 254,034
Signage & Pedestrial Wayfinding 0 0 109,785 0.0% 0
Capital Projects/Alleys 0 12,010 20,000 60.1% 12,010
Total Physical Environment 260,643 1,555,675 1,941,872 80.1% 1,555,675 0 0 0 0
No CPA provides any assurance on these financial statements.
West Palm Beach Downtown Development Authority
Supplemental Schedules
September 30, 2022
Gross
Trolley
Annual Budget Work Plan Services Marketing Security Incentives Month Year-to-Date Budget
Y-T-D Y-T-D Y-T-D
SCHEDULE 4 - MARKETING/PR
Survey 0 0 0 0.0% 0
Collateral Materials 7,183 62,319 173,873 35.8% 62,319
PR/Marketing 717 113,797 226,240 50.3% 113,797
Retail Promotion 0 1,408 65,000 2.2% 1,408
Value Added Events 9,887 59,302 179,522 33.0% 59,302
Advertising and Promotion 3,693 203,770 542,891 37.5% 203,770
Marketing Programs 730 112,456 175,000 64.3% 112,456
Community & Cultural Promotion 6,567 150,583 200,000 75.3% 150,583
Total Marketing/PR 28,777 703,635 1,562,526 45.0%
703,635
SCHEDULE 5 -NEIGHBORHOOD SERVICES
Homeless Outreach 0 150,000 150,000 100.0% 150,000 Transportation 75,716 812,416 905,000 89.8% 812,416
Security and Policing 109,957 652,830 825,000 79.1% 652,830
Public Space Programs 180 40,616 140,000 29.0% 40,616
Community Engagement 50 23,112 75,000 30.8% 23,112
Residential Programming 4,217 15,012 50,000 30.0% 15,012
Total Res. Services/Quality of Life 190,120 1,693,986 2,145,000 79.0% 228,740 812,416 0 652,830 0
% Y-T-D Y-T-D
0 0
0 0
No CPA provides any assurance on these financial statements.
West Palm Beach Downtown Development Authority
Supplemental Schedules
September 30, 2022
Gross
Trolley
Annual Budget Work Plan Services Marketing Security Incentives Month Year-to-Date Budget %
Y-T-D Y-T-D
SCHEDULE 6 - GENERAL OFFICE
General Office Expense - Other 8,296 29,416 35,000 84.0% 29,416
Investment Expenses 0 3,124 0 0.0%
General Postage 213 1,008 12,000 8.4% 1,008
Equipment, Computers, Programs 5,935 63,842 57,000 112.0% 63,842
Total General Office 14,444 97,390 104,000 93.6% 94,266 0 0 0 0
SCHEDULE 7 - OPERATIONS
Dues 0 8,277 9,000 92.0% 8,277
Hospitality 221 2,336 10,250 22.8% 2,336
Board Meeting 190 2,600 5,500 47.3% 2,600 Publications 0 74 300 24.7% 74
Telephone Expense 1,235 7,394 14,000 52.8% 7,394
Total Operations 1,646 20,681 39,050 53.0% 20,681 0 0 0 0
Y-T-D Y-T-D
Y-T-D
No CPA provides any assurance on these financial statements.
West Palm Beach Downtown Development Authority
Supplemental Schedules
September 30, 2022
Gross
Trolley
Annual Budget Work Plan Services Marketing Security Incentives Month Year-to-Date Budget
SCHEDULE 8 - PROFESSIONAL SERVICES
Accounting 1,900 22,000 24,000 91.7% 22,000
Professional Service 11,645 32,857 95,000 34.6% 32,857
Audit 0 25,000 27,500 90.9% 25,000
Studies and Surveys 0 67,972 82,300 82.6% 67,972
Legal 2,401 11,848 32,000 37.0% 11,848
Total Professional Services 15,946 159,677 260,800 61.2% 159,677 0 0 0 0
Some rounding error may occur.
No CPA provides any
these financial statements.
% Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
assurance on
MEMO
TO: DDA Board
Rick Reikenis, Chairman
William Jacobson, Vice Chairman
Varisa Lall Dass
Cynthia Nalley
Bob Sanders
Samantha Bratter
FROM: Sherryl Muriente
RE: Next Big Thing Artist Agreement
DATE: Tuesday, October 18, 2022
Attached, please find the proposed agreement between the Downtown Development Authority and Marco Casagrande, the artist selected for The Next Big Thing art project.
Street, Suite 200, West
Beach, FL 33401
300 Clematis
Palm
Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com
“THE NEXT BIG THING” PLACEMAKING PROJECT AGREEMENT
THIS AGREEMENT is hereby made and entered into this 18th day of October, 2022, (the "Effective Date") by and between the West Palm Beach Downtown Development Authority, an Independent Special District organized and existing under the laws of the State of Florida ("DDA"), having its principal place of business at 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401 and Marco Mario Paolo Casagrande, a citizen of Finland, ("Marco Casagrande"), having a principal place of business at Puolukkakatu 4 A, 10300 Karjaa, Finland
PREAMBLE
WHEREAS, Marco Casagrande designs and fabricates the Placemaking Project entitled Trojan Rocking Horses WPB (the "Placemaking Project"), and
WHEREAS, Marco Casagrande desires to sell the Placemaking Project to DDA for presentation and display in West Palm Beach, Florida, on March 31, 2023.
NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. OBJECT AND DATE OF COMING INTO FORCE:
1.1. The Preamble and the Appendices attached hereto form an integral part of this Agreement (the "Agreement").
1.2. The Parties undertake to provide their respective services, expertise, products in order to produce in collaboration the Placemaking Project in West Palm Beach, Florida, from October 18, 2022 until March 31, 2023, in accordance with the Specifications set forth in Exhibit A to this Agreement, which is attached hereto and incorporated herein.
2. BUDGET AND FINANCIAL STRUCTURE:
2.1. All monetary sums are in United States ("US") Dollars.
2.2. As compensation for the purchase and the presentation of the placemaking project in West Palm Beach, Florida, DDA will pay to Marco Casagrande, upon presentation of its invoices the total sum of ONE HUNDRED THRITY FIVE THOUSAND DOLLARS AND 00/100 (US $135,000.00) as reflected in the Budget set forth in Exhibit A, in accordance with the following schedule:
2.2.1. FIFTEEN THOUSAND & 00/100 Dollars (US $15,000.00) on the date of execution of this Agreement;
Page 1 of 8
2.2.2. SIXTY THOUSAND & 00/100 Dollars (US $60,000.00) upon completion of final timeline for commencement of work; and,
2.2.3. FORTY THOUSAND & 00/100 Dollars (US $40,000.00) upon completion and approval of the first four (4) horse sculptures; and,
2.2.4. TWENTY THOUSAND & 00/100 Dollars (US $20,000.00) upon successful completion, delivery, and installation of all eight (8) horse sculptures, no later than March 31, 2023.
The invoices shall be paid by the DDA to Marco Casagrande.
3. PRESENTATION OF THE PLACEMAKING PROJECT:
3.1. Marco Casagrande hereby designates Marco Casagrande as the person responsible to make all decisions for said Party. The DDA hereby designates Sherryl Muriente as the person responsible to make all decisions for said Party.
4. MARCO CASAGRANDE OBLIGATIONS:
4.1. Organize the preparation, transport, and installation of the placemaking project on the site.
4.2. Provide necessary equipment and material, technical services, and human resources to produce the placemaking project as indicated in the Exhibit A.
4.3. Make the necessary adjustments to the placemaking project for its presentation at the Site, in consultation with the DDA
4.4. Coordinate the production team, ensure the follow up and respect of the Budget, prepare, and transmit the project determined by the Parties.
4.5. Respect the Production Schedule as set forth in the Exhibit A
4.6. Determine, in consultation with the DDA, the credits to be attributed in relation with the placemaking project.
4.7. Obtain and maintain the minimum insurance coverages set forth below. By requiring such minimum insurance, Marco Casagrande shall not be deemed or construed to have assessed the risk that may be applicable to the DDA under this Agreement. The DDA shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages.
4.7.1. Commercial General Liability: Aggregate $1,000,000
Page 2 of 8
Personal Injury: $1,000,000
All Risk: Replacement cost for the Placemaking Project
Marco Casagrande shall name DDA and its employees, agents, and representatives as Additional Insureds. Such insurance may not be cancelled during the term of this Agreement unless thirty (30) days advance written notice via certified mail is provided to the DDA
5. DDA OBLIGATIONS:
5.1. Provide necessary staff, equipment, and material, as agreed to by both parties through email
5.1.1. Staff assistance as needed
5.1.2. Public and equipment security as needed
5.1.3. Operate and store the placemaking project as needed
5.2. Collaborate with Marco Casagrande in the production of the Placemaking Project.
5.3. Subject to the monetary limitations set forth in Section 768.28, Florida Statutes, indemnify defend and hold harmless from any and all liability Marco Casagrande, his employees, agents and representatives (collectively the "Indemnified Parties"), against any and all claims, losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by an Indemnified Party, arising from the grossly negligent presentation or use of the Placemaking project by the DDA. The foregoing does not, in any manner whatsoever, serve to indemnify the Indemnified Parties for their negligence in the performance of their obligations pursuant to this Agreement.
5.4. Provide reasonable access to Marco Casagrande to the site West Palm Beach, Florida for the production of the placemaking project, and ensure the security and control of the placemaking project during production, installation, presentation, and storage phases.
6. INTELLECTUAL PROPERTY:
6.1. Subject to the DDA satisfying its obligations pursuant this Agreement, the DDA’s shall enjoy the unfettered right to physically exhibit the Placemaking Project at West Palm Beach, Florida, beginning on March 31, 2023 The DDA may not assign, convey, sublicense, or transfer this right to exhibit the Placemaking project. The DDA shall have no right to alter, modify, or create derivative works of the Placemaking project.
6.2. Subject to the DDA satisfying its obligations pursuant to this Agreement, including
Page 3 of 8
the requirement to identify Marco Casagrande as the designer, the DDA shall have an unlimited and exclusive right, to license and distribute images and recordings of the placemaking project as displayed at West Palm Beach, Florida, throughout all media analog, digital, and through any technology now known or hereafter devised, for promotional purposes.
7. CREDITS:
7.1. The name and logo of Designer team (“Credits”) must appear in all publicity or promotion associated with the placemaking project including without limitation any program, poster, web site, publicity (printed, radio, television, web or other), promotion on social networks, press relations, including press releases, press conferences. etc. All such use must be submitted to Marco Casagrande for his prior written approval.
7.2. The DDA shall post a sign visible to the public at or on each piece of the Placemaking Project that states the name of the Placemaking Project and the name of the designer. All such signage shall be subject to written preapproval by Marco Casagrande
7.3. Size and placement of the Credits to be determined by Marco Casagrande
7.4. The DDA undertakes to abide by Marco Casagrande directives pertaining to all Credits in relation to the Placemaking Project, including without limitation the size and location of Credits.
8. REPRESENTATIONS AND WARRANTIES:
8.1. Each Party warrants that it has the necessary authority to sign the present Agreement.
8.2. Each Party warrants that it has the capacity to exercise the required rights to conclude and execute the present Agreement.
8.3. Each Party warrants that it is not the object of any claim, legal action, or other litigation in a court of justice or other organization of competent jurisdiction in Finland, the United States of America, or elsewhere in the world, that may negatively affect the production, presentation, and exploitation of the Placemaking Project.
8.4. Each Party warrants that it is not party to any agreement that may be in conflict with its obligations as per this Agreement.
8.5. This Section 8 shall remain in force after the expiration or termination of this Agreement for any reason.
Page 4 of 8
9. TERMINATION:
9.1. A Party may terminate this Agreement effective upon written notice to the other Party if the other Party has breached any material obligation under this Agreement, or any of its representations or warranties under this Agreement are inaccurate in any material respect, and such breach or inaccuracy is not cured within thirty (30) days after written notice of such breach is provided by the nonbreaching Party to the breaching Party.
9.2. The DDA may terminate this Agreement with or without cause upon 30 days written notice to Marco Casagrande. Upon such termination by the DDA, Marco Casagrande shall be entitled to receive payment for any sums then due and owing as set forth in paragraph 2 of this Agreement.
10. ASSIGNMENT TO A THIRD PARTY:
No Party may assign this Agreement without the prior written approval of the other Party.
11. NOTICES:
Notice required herein must be provided in writing by hand delivery or overnight courier with signature confirmation of delivery to the following addresses:
THE DDA:
West Palm Beach Downtown Development Authority 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 Raphael Clemente, Executive Director 561-833-8873 RClemente@DowntownWPB.com
With Courtesy copy to: Lohman Law Group, P.A. Attn: R. Max Lohman, Esq. 500 S. Australian Avenue, Suite 531 West Palm Beach, FL 33401 561-203-8208 max@lohmanlawgroup.com
MARCO CASAGRANDE:
Marco Mario Paolo Casagrande Puolukkakatu 4 A, 10300 Karjaa, Finland Phone +358 50 308 9166 E-mail marco.casagrande@casagrandelaboratory.com
Page 5 of 8
12. GENERAL:
12.1. If any portion of this Agreement is rendered invalid or otherwise unenforceable under applicable laws and regulations or by a governmental, legal, or regulatory authority with jurisdiction over the Parties, then the remainder of this Agreement will continue in full force unless such continuance will deprive one of the Parties of a material benefit hereunder or frustrate the main purpose(s) of this Agreement. It is the intention of the Parties to this Agreement, and the Parties hereto agree, that in lieu of each clause or provision of this Agreement that is illegal, invalid, or unenforceable, the court shall supply as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible.
12.2. The negligence or delay by any party herein in the exercise of its right or recourse under the Agreement will not, in any way, be interpreted as a renunciation of that right or recourse.
12.3. This Agreement, its interpretation, application, validity, and effects are subject to the laws in force in the State of Florida without regard to its choice of law principles
12.4. In case the Parties do not find an amicable settlement through said mediation, said dispute will be subject to the Courts of the jurisdiction of the State of Florida; venue to be in Palm Beach County, Florida.
12.5. This Agreement, including its Appendices, constitutes the entire agreement between the Parties, and supersedes all prior proposals, agreements, and other communications, written or oral, relating to the subject matter hereof and thereof.
12.6. No supplement, modification or amendment of this Agreement shall be binding against a Party, unless executed in writing by a duly authorized representative of such Party.
12.7. The Parties undertake to execute all documents useful or necessary to the full execution of this Agreement.
12.8. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one instrument in two or more counterparts. This Agreement may be executed and transmitted by fax or email (in pdf format); it will have the same force and effect as if it had been signed by the Parties simultaneously. The signatures on said faxed or e mailed copy are considered as original signatures.
12.9. Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employee/employer relationship. Neither Party hereto shall have any
Page 6 of 8
express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
13. FLORIDA PUBLIC RECORDS LAW:
Pursuant to Section 119.0701(2)(b), Florida Statutes, Marco Casagrande must:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter or as otherwise provided by law.
3. 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.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency.
IF MARCO CASAGRANDE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MARCO CASAGRANDE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 561-833-8873, VRyland@DowntownWPB.com, 300 CLEMATIS STREET, SUITE 200, WEST PALM BEACH, FLORIDA 33401.
Page 7 of 8
IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year first written above.
WEST PALM BEACH DOWNTOWN MARCO MARIO PAOLO CASAGRANDE DEVELOPMENT AUTHORITY
By: By: Rick Reikenis, Chairman
Attest:_________________________________
Raphael Clemente, Executive Director
Approved as to form and legal sufficiency:
By:
R. Max Lohman, Esq.
Marco Mario Paolo Casagrande
Page 8 of 8
_________________________________
A -
ROCKING HORSES
BEACH DDA – Marco Casagrande ALLOCATED BUDGET
1. Design, preparation
Design fee, Marco Casagrande 20 000 $
2. Childrens’ workshops 15 000 $
Duration: 2 / day > 1 week | Deliverables: 8 Workshops
Casagrande Lab personnel and local workers 9 000 $
Materials, recycled + paper + cardboard, paints 2 000 $
Transportation 3 000 $
General Expenses/Contingency 1 000 $
3. Construction 60 000 $
Duration: 4 – 6 weeks | Deliverable: 8 Trojan Rocking Horses
Casagrande Lab personnel and local workers (welders) 30 000 $
Equipment, materials, transportation, tools 23 000 $
Fabrication Space Rental 5 000 $
General Expenses/Contingency 2 000 $
4. Trojan Rocking Horse Walk 20 000 $
Duration: 5 days | Deliverable: 8 Trojan Rocking Horses Routes
Local Workers Compensation (16) 8 000 $
Casagrande Lab personnel 8 000 $ Transportation 3 000 $
General Expenses/Contingency 1 000 $
5. Final performance/Presentation
5 000 $
Duration: 1 day | Deliverable: 8 Trojan Rocking Horses with Messages Casagrande Lab personnel and local workers 5 000$
6. Newspaper, web page 10 000 $
Deliverable: Printed Newspaper and Website Newspaper prints (Count TBD) 2 000 $ Newspaper + web editing, Designer/Writer/Editor 7 000 $
General Expenses/Contingency 1 000 $
7. Documentation 5 000 $
Video and photography, Local Worker 5 000 $
TOTAL 135 000 $
C ASAGRANDE LABORATORY Merimiehenkatu 36 C 522 – 00150 Helsinki – Finland www.casagrandelaboratory.com +358.50.3089166 EXHIBIT
TROJAN
– WEST PALM
TENTATIVE TIMELINE
OCT 2022
NOV DEC 2022
Sign final agreement, meeting with Mayor of WPB and DDA staff
Co create with DDA detailed timeline of project, including workshops, final identification of community groups included in outreach, identification of space for fabrication, identification of all local workers and volunteers, secure dates/times of Casagrande Laboratory personnel logistic needs, and any City logistic requirements. Adjust any budgetary line items as needed.
JAN 2022
FEB MAR 2022
Finalize any logistic details prior to commencement of workshops. Commence workshops, design, and construction phase.
Complete construction of 8 horses, Trojan Rocking Horse Walk, final performance/presentation, completion of newspaper, webpage, and documentation.
*Budget allocations may be adjusted as needed to meet local market demands. The total pricing will not change. Tentative timeline will guide final timeline to be developed once the agreement is signed.
Project will be completed prior to March 31, 2023, RFP deadline, unless otherwise noted by both parties (Casagrande Laboratory and West Palm Beach Downtown Development Authority).
PAYMENT SCHEDULE
1. COMMENCEMENT/UPON SIGNING CONTRACT
> Casagrande Laboratory Center of Urban Research Ltd Children workshop (personnel/logistics)
15 000 $
3 000 $ Construction (personnel/logistics)
2. INITIATION PHASE/UPON COMPLETION OF FINAL TIMELINE
12 000 $
60 000 $
> Casagrande Laboratory Center of Urban Research Ltd Children workshop (8) 12 000 $ Construction 48 000 $
3. MIDPOINT/UPON COMPLETION OF 4 HORSES
> Casagrande Laboratory Center of Urban Research Ltd
40 000 $
Trojan Rocking Horse Walk 20 000 $
Final performance/Presentation 5 000 $
Newspaper, web page 10 000 $ Documentation 5 000 $
4. FINAL/UPON DELIVERY OF 8 HORSES
> Marco Casagrande
20 000 $
Design fee 20 000
C ASAGRANDE LABORATORY Merimiehenkatu 36 C 522 – 00150 Helsinki – Finland www.casagrandelaboratory.com +358.50.3089166
