September 13, 2022 Board Packet by WestPalmDDA

300 Clematis Street, Suite 200, West Palm Beach, FL 33401 Phone: 561.833.8873|Fax: 561.833.5870| www.downtownwpb.com REGULAR BOARD MEETING Downtown Development Authority Tuesday, September 13, 2022 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401 WEBSITE DowntownWPB.com/DDA Webinar ID: 894 2908 8671 CALL IN +1 301 715 8592 CALL TO ORDER Rick Reikenis PUBLIC COMMENTS AND QUESTIONS EXECUTIVE DIRECTOR’S REPORT Raphael Clemente PRESENTATIONS  320 Lakeview Harvey Oyer III CONSENT CALENDAR (Action Required) Rick Reikenis  Minutes of Regular Board meeting August 16, 2022  Financial Statements for August 2022 OLD BUSINESS (Action Required) Rick Reikenis  RFP 2022 001 The Next Big Thing Finalist Recommendation Sherryl Muriente NEW BUSINESS (Action Required)  Audit Engagement Letter for FY 2022‐ Nowlen, Holt & Miner, P.A. Vivian Ryland  Second Extension to Circuit Piggy back Agreement Raphael Clemente  Business Incentives and Façade Grants Teneka James‐Feaman ANNOUNCEMENTS ADJOURNMENT Rick Reikenis

MEMO TO: DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Cynthia Nalley Bob SamanthaDarylSandersHoustonBratter

300 Clematis Street, Suite 200, West Palm Beach, FL 33401

Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com

FROM: Raphael Clemente RE: Presentation: 320 Lakeview DATE: Tuesday, September 13, 2022

Harvey Oyer, representing the 320 Lakeview Project team, will give a presentation on the details of the mixed use development project to be located at 320 Lakeview Avenue, at the intersection of Okeechobee Boulevard and Lakeview Avenue. The project development team is seeking support from the DDA for this project.

320 Lakeview

The proposed project, 320 Lakeview, located at the key intersection of South Dixie Highway and Okeechobee Boulevard in the City of West Palm Beach, is designed to be as distinguished as its location. Designed by worldrenowned architect, Bernardo Fort-Brescia, FAIA, 320 Lakeview is a truly mixed-use development. The 25-story project offers 210 multifamily units, a 110-room lifestyle boutique hotel, a ground-floor café, and retail space. The streetscape will be revitalized with new paving, landscaping, site furnishing, lighting, and a large public plaza featuring a public art piece. The hotel rooms as well as the airy studio, one-, two-, and three-bedroom apartments all feature expansive balconies with sweeping views of the city and nearby waterways.

Located at the heart of the city, just steps away from The Square, Palm Beach County Convention Center, the Royal Park Bridge and Palm Beach Island, and with easy access to downtown employment, dining and entertainment districts, 320 Lakeview will provide opportunities for the brightest talents visiting and moving to the city to live work and play with ease.

320 Lakeview will feature an abundance of amenities, including a fitness center and spa, a yoga studio, co-working and lounge spaces, a dog run, sports courts, a ballroom, a fine dining restaurant, and resort-style pools.

PUBLIC COMMENTS AND QUESTIONS

REGULAR BOARD MEETING

Raphael Clemente commended staff for earning the International Festivals and Events Association’s Pinnacle Award, as well as the Florida Festivals and Events Sensational Award. Clemente shared details of a recent trip with City of West Palm Beach administration staff to Houston, TX, for a learning exchange with their homeless outreach program. Clemente also shared details of DDA public realm projects and programs that are underway, and gave details on the DDA’s budgetary reserves for the current and coming fiscal year.

 Minutes of Regular Board meeting July 19, 2022. Motion to approve the consent items was made by Bob Sanders, Bill Jacobson seconded the motion. Motion passed unanimously.

CONSENT CALENDAR (Action Required)

ZOOM https://us02web.zoom.us/j/88415902209 Webinar ID: 884 1590 2209 CALL IN +1 929 436 2866

PRESENTATIONS

Downtown Development Authority Tuesday, August 16, 2022 8:30 AM 300 Clematis Street, Suite 200 West Palm Beach, FL 33401

CALL TO ORDER Meeting called to order by Chairman Rick Reikenis at 8:34am.

None EXECUTIVE DIRECTOR’S REPORT

 Sherryl Muriente gave a presentation on “The Next Big Thing “call to artists. She discussed the applicants, semifinalists, and timeline for the project.

ATTENDANCE DDA Board members in attendance: Chairman Rick Reikenis, Vice Chairman William Jacobson, Cynthia Nalley, Varisa Lall Dass, Darryl Houston. DDA Staff in attendance: Vivian Ryland, Catherine Ast, Teneka James Feaman, Jacqueline Smith, Sabrina Lolo, Tiffany Faublas. Guests Sitima Fowler, Steve Daniels.

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



ADJOURNMENT Rick Reikenis Meeting was adjourned at 10:10am. Motion to adjourn was made by Bob Sanders, Bill Jacobson seconded the motion. Motion passed unanimously.



NEW BUSINESS (Action Required) Invitation to join the Palm Beach Chamber of Commerce Trustee Program. Motion was made by Vice Chair Jacobson and seconded by Board member Sanders. Motion passes unanimously. Catherine Ast gave a presentation on the PSC Security Contract Renewal. Motion to approve the renewal was made by Bob Sanders, Bill Jacobson seconded the motion. Motion passed unanimously. Catherine Ast gave a presentation on the Green Earth Pressure Washing Contract Renewal. Motion to approve the renewal was made by Bob Sanders, Bill Jacobson seconded the motion. Motion passed unanimously.

OLD BUSINESS (Action Required) Raphael Clemente gave an presentation on the 2022 2023 Budget. Motion to approve the budget was made by Bob Sanders, Bill Jacobson seconded the motion. Motion passed unanimously. Board Member Cynthia Nalley inquired about using some of the budget for renovating the Meyer Amphitheater restrooms. Discussion was had about this proposal, with no final decision made.

 Raphael Clemente informed the board of the City’s efforts to regulate noise and disruptive activities in the downtown area. He relayed that the City was developing a set of recommendations to change the noise ordinance to allow for a prohibition of amplified sound systems unless they are part of a permitted event.

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ANNOUNCEMENTS August 22nd event for Robert Sanders, Esq. August 24th Downtown Summit at Dramaworks 6:00pm.

 Organization Overview/Background Information (15 pts.) Short synopsis of individual/team highlighting past achievements and past work.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401

Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com

RE:

FROM: Sherryl Muriente RFP 2022 001 Next Big Thing” Final Recommendation

MEMO TO: DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Cynthia Nalley Bob Sanders Daryl Houston Samantha Bratter

“The

DATE: Tuesday, September 13, 2022 On September 1st, the three (3) semi finalists presented their final projects to the Selection Committee, these were Casagrande Laboratory, Quartier des Spectacles International, and Art Moves You. The semi finalists were asked, following the July 21st Committee meeting to further develop their proposals to reflect more information on the final project’s concept, community engagement process, and execution as a full presentation to the Selection Committee via Zoom Meeting. The Selection Committee scored each proposal based on the following:

o Tell us more about yourself and/or your team and what type of background experience you and/or

o Explain why the project is “The Next Big Thing” for Downtown West Palm Beach.

o Show project site(s) and if site specific, explain intent of acquiring the space selected.

 For example, if the project is site specific, please identify the site(s), mark them on the map, state if it's private or publicly owned and provide that information. You may use Google maps or other mapping sites to identify the address and ownership through the Palm Beach Property Appraiser’s website (https://www.pbcgov.org/papa/).

Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com

o Tell us what your project is and what it will accomplish.

 For example, if the project is not site specific, please identify areas of intervention, mark them on the map, identify if the selected property is privately or publicly owned and provide that information.

The final recommendation by the Selection Committee is that of Casagrande Laboratory with Project #0001 Trojan Rocking Horses WPB with the highest score of 91.67. 2nd Place is Quartier des Spectacles International #0014 Downtown Playground with a score of 57.92, and Art Moves You #0010 Wings of Glory with a score of 40.83. Staff recommends approval.

o Describe how this project addresses the placemaking process.

 Community Engagement (30 pts.) Describe how and when the project will engage the community.

 Final Project Concept (30 pts.) Describe and show project concept and intention.

o Explain how this project engages the community.

o Confirm final budget inclusive of all costs.

o Tell us why you or your team are the right choice for this project.

o Explain when the project phases will occur.

your team have in order accomplish this project.

o Describe the type of community engagement process and how it reflects placemaking principles.

300 Clematis Street, Suite 200, West Palm Beach, FL 33401

 Project Execution (25 pts.) ‐ Individuals and/or teams will be required to provide a complete timeline and final budget, along with an intent for the final site(s) selection.

The Selection Committee ranking meeting was held on September 1st and the scoring was as follows:

o Explain (if any) the goals and purpose of your community engagement process.

MEMO TO: DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Cynthia Nalley Bob Sanders Daryl Houston Samantha Bratter FROM: Vivian Ryland RE: Engagement of Nowlen, Holt & Miner, P.A. to perform audit services for FY 2022

DATE: Tuesday, September 13, 2022

The DDA engaged the services of the CPA firm Nowlen, Holt & Miner in November 2021 to perform the 2021 audit. Attached is the engagement letter from the firm to perform the FY 2022 audit. Staff recommends approval of this item.

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

Audit Scope and Objectives

We will audit the financial statements of the governmental activities, each major fund, and the aggregate remaining fund information, including disclosures, which collectively comprise the basic financial statements, of the West Palm Beach Downtown Development Authority as of and for the year ended September 30, 2022. Accounting standards generally accepted in the United States of America (GAAP) provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the West Palm Beach Downtown Development Authority’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the West Palm Beach Downtown Development Authority’s RSI in accordance with auditing standards generally accepted in the United States of America (GAAS). These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient appropriate evidence to express an opinion or provide any assurance. The following RSI is required by GAAP and will be subjected to certain limited procedures, but will not be audited:

The Board of Directors and Executive Director West Palm Beach Downtown Development Authority 300 Clematis St. #200 West Palm Beach, FL 33401

2) Budgetary Comparison Schedule – General Fund

We have also been engaged to report on supplementary information other than RSI that accompanies the West Palm Beach Downtown Development Authority’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial

August 22, 2022

1) Management’s Discussion and Analysis.

3) Schedule of Changes in Total OPEB Liability and Related Ratios

We are pleased to confirm our understanding of the services we are to provide the West Palm Beach Downtown Development Authority for the year ended September 30, 2022, with an option to renew for the years ended September 30, 2023, 2024, 2025, 2026, and 2027.

 Internal control over financial reporting and compliance with provisions of laws, regulations, contracts, and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards.

As part of an audit in accordance with GAAS and Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

Auditor’s Responsibilities for the Audit of the Financial Statements and Single Audit

 Internal control over compliance related to major federal programs and state projects and an opinion (or disclaimer of opinion) on compliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance that could have a direct and material effect on each major federal program in accordance with the Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and each major state project in accordance with Chapter 10.550 Rules of the Auditor General.

1) Information required by Section 218.39(3)(c), Florida Statutes and Section 10.554(1)(i)6-8, Rules of the Auditor General

We will conduct our audit in accordance with GAAS; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; the provisions of the Uniform Guidance and Chapter 10.550 Rules of the Auditor General, and will include tests of accounting records, a determination of major federal program(s) in accordance with Uniform Guidance and major state project(s) in accordance with Chapter 10.550 Rules of the Auditor General, and other procedures we consider necessary to enable us to express such opinions.

1) Schedule of Expenditures of Federal Awards and State Financial Assistance, if applicable. In connection with our audit of the basic financial statements, we will read the following other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and issue an auditor’s report that includes our opinions about whether your financial statements are fairly presented, in all material respects, in conformity with GAAP, and report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user made based on the financial statements. The objectives also include reporting on:

2 statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS, and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements.

We may from time to time and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. We will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others.

Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is an unavoidable risk that some material misstatements or noncompliance may not be detected by us, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or on major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors.

We will also conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the government’s ability to continue as a going concern for a reasonable period of time.

We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. We will also evaluate the overall presentation of the financial statements, including the disclosures, and determine whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the government or to acts by management or employees acting on behalf of the government. Because the determination of waste and abuse is subjective, Government Auditing Standards do not expect auditors to perform specific procedures to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable assurance of detecting waste or abuse.

 Risk of material misstatement due to revenue recognition

We have identified the following significant risk(s) of material misstatement as part of our audit planning:

Our audit of financial statements does not relieve you of your responsibilities.

Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct conf irmation of receivables and certain assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will also request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry.

 Risk of material misstatement due to management override of controls

 Risk of material misstatement with federal awards and state financial assistance due to noncompliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance, if applicable

Audit

As required by the Uniform Guidance and Chapter 10.550 Rules of the Auditor General, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program and state project. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance and Chapter 10.550 Rules of the Auditor General.

An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. Accordingly, we will express no such opinion. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, the Uniform Guidance, and Chapter 10.550 Rules of the Auditor General.

Procedures—Compliance

The Uniform Guidance and Chapter 10.550 Rules of the Auditor General require that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal and state statutes, regulations, and the terms and conditions of federal awards applicable to major federal programs and state financial assistance applicable to major state projects. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement and the Department of Financial Services’ State Projects Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the West Palm Beach Downtown Development Authority’s major federal programs and state projects. For federal programs and state projects that are included in the Compliance Supplements, our compliance and internal control procedures will relate to the compliance requirements that the Compliance Supplements identify as being subject to audit. The purpose of these procedures will be to express an opinion on the West Palm Beach Downtown Development Authority’s compliance with requirements applicable to each of its major federal programs and state projects in our report on compliance issued pursuant to the Uniform Guidance and Chapter 10.550 Rules of the Auditor General.

As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the West Palm Beach Downtown Development Authority’s compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance, and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards.

We will obtain an understanding of the government and its environment, including internal control relevant to the audit, sufficient to identify and assess the risks of material misstatement of the financial statements, whether due to error or fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal control. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards.

Audit Procedures—Internal Control

Further, you agree to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them.

Our audit will be conducted on the basis that you acknowledge and understand your responsibility for (1) designing, implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including internal controls over federal awards and state financial assistance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance, and all accompanying information in conformity with accounting principles generally accepted in the United States of America; and for compliance with applicable laws and regulations (including federal and state statutes), rules, and the provisions of contracts and grant agreements (including federal award and state financial assistance agreements). Your responsibilities also include identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information.

Other Services

You agree to assume all management responsibilities for the financial statements, annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance, and related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, annual financial report to be filed with the Florida Department of Financial Services, the schedule of expenditures of federal awards and state financial assistance, and related notes and that you have reviewed and approved the financial statements, annual financial report to be filed with the Florida Department of Financial Services, the schedule of expenditures of federal awards and state financial assistance, and related notes prior to their issuance and have accepted responsibility for them.

Responsibilities of Management for the Financial Statements and Single Audit

You are also responsible for making drafts of financial statements, annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance, all financial records and related information available to us and for the accuracy and

We will also assist in preparing the financial statements, annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance, and related notes of the West Palm Beach Downtown Development Authority in conformity with accounting principles generally accepted in the United States of America, the Uniform Guidance, and Chapter 10.550 Rules of the Auditor General based on information provided by you. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform the services in accordance with applicable professional standards. The other services are limited to the financial statements, annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance, and related notes services previously defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities.

6 completeness of that information (including information from outside of the general and subsidiary ledgers).

You are responsible for identifying all federal awards and state financial assistance received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards and state financial assistance (including notes and noncash assistance received, and COVID-19-related concepts, such as lost revenues, if applicable) in conformity with the Uniform Guidance and Chapter 10.550 Rules of the Auditor General. You agree to include our report on the schedule of expenditures of federal awards and state financial assistance in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards and state financial assistance. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards and state financial assistance that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards and state financial assistance in accordance with the Uniform Guidance and Chapter 10.550 Rules of the Auditor General; (2) you believe the schedule of expenditures of federal awards and state financial assistance, including its form and content, is stated fairly in accordance with the Uniform Guidance and Chapter 10.550 Rules of the Auditor General; (3) the methods of measurement or presentation have not changed from those used in the prior period (or,

You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. You are also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that we report. Additionally, as required by the Uniform Guidance and Chapter 10.550 Rules of the Auditor General, it is management’s responsibility to evaluate and monitor noncompliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance; take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan.

You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, identification of all related parties and all related-party relationships and transactions, and other matters; (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance and Chapter 10.550 Rules of the Auditor General, (3) additional information that we may request for the purpose of the audit, and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. At the conclusion of our audit, we will require certain written representations from you about the financial statements; annual financial report to be filed with the Florida Department of Financial Services, schedule of expenditures of federal awards and state financial assistance; federal award programs and state projects; compliance with laws, regulations, contracts, and grant agreements; and related matters.

Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements of each opinion unit taken as a whole.

is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Scope and Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information.

You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles (GAAP). You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary Managementinformation.

We will schedule the engagement based in part on deadlines, working conditions, and the availability of your key personnel. We will plan the engagement based on the assumption that your personnel will cooperate and provide assistance by performing tasks such as preparing requested schedules, retrieving supporting documents, and preparing confirmations. If for whatever reason your personnel are unable to provide the necessary assistance in a timely manner, it may affect our ability to complete the engagement within the established deadlines.

The audit documentation for this engagement is the property of Nowlen, Holt & Miner, P.A. and constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner to a regulatory agency or its designee, a federal or state agency providing direct or indirect funding, or the

7 if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards and state financial assistance.

At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to electronically submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditor’s reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. The Data Collection Form and the reporting package must be submitted within the earlier of 30 calendar days after receipt of the auditor’s reports or nine months after the end of the audit period.

We will provide copies of our reports to the West Palm Beach Downtown Development Authority; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection.

Engagement Administration, Fees, and Other

Fiscal Year Ending September 30, 2025 $27,000

The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by a federal or state awarding agency, oversight agency, or pass-through entity. If we are aware that a federal or state awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation.

If a Federal Single Audit or State Single Audit is required, the fee would be based on the size, complexity, and number of major programs. The fee is generally between $3,000 and $5,000 per major program. If it is determined that a Single Audit is required, a fixed fee will be agreed upon before any work is performed for the Single Audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation.

Governing Law & Venue

The obligations of Nowlen, Holt & Miner, PA are solely the obligations of Nowlen, Holt & Miner, PA. No officer, owner, director, employee, agent, contractor, shareholder, or controlling person shall be subject to any personal liability whatsoever.

If the contract extension is approved, our fees for the financial statement audits will be as follows:

In accordance with our firm policies, work may be suspended if your account becomes overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. If significant additional time is necessary, we will keep you informed of any problems we encounter and our fees will be adjusted accordingly.

Fiscal Year Ending September 30, 2023 $26,000

Ronald Bennett is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. We expect to begin our audit in November and to issue our reports no later than April 1st.

Fiscal Year Ending September 30, 2027 $28,000

Our fees for the fiscal year ending September 30, 2022 will be $25,500 for the financial statement audit.

U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Nowlen, Holt & Miner, P.A. personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

Fiscal Year Ending September 30, 2026 $27,500

Personal Liability

Fiscal Year Ending September 30, 2024 $26,500

This agreement and performance hereunder shall be governed by the laws of the State of Florida, without reference to any conflict of laws rules or principles. Any action or proceeding arising from or relating to this agreement must be brought in a state or federal court having jurisdiction in Palm Beach County, Florida, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding and agrees to waive any defenses to venue and jurisdiction including forum non conveniens.

Electronic Data Communication and Storage and Use of Third-Party Service Provider

To enhance our services to you, we will use a combination of remote access, secure file transfer, virtual private network or other collaborative, virtual workspace or other online tools or environments. Access through any combination of these tools allows for on-demand and/or real-time collaboration across geographic boundaries and time zones and allows Nowlen, Holt & Miner, PA and you to share data, engagement information, knowledge, and deliverables in a protected environment. You agree that Nowlen, Holt & Miner, PA has no responsibility for the activities of its third-party vendors supplying these tools and agree to indemnify and hold Nowlen, Holt & Miner, PA harmless with respect to any and all claims arising from or related to the operation of these tools. While we may back up your files to facilitate our services, you are solely responsible for the backup of your files and records; therefore, we recommend that you also maintain your own backup files of these records. In the event you suffer a loss of any files or records due to accident, inadvertent mistake, or Act of God, copies of which you have provided to us pursuant to this agreement, we shall not be responsible or obligated to provide you a copy of any such file or record which we may retain in our possession.

The parties agree that there shall be a two-year statute of limitation (from the delivery of the service or termination of the contract) for the filing of any requests for arbitration, lawsuit, or proceeding related to this agreement. If such a claim is filed more than two years, or the minimum durational period having been determined as permissible by applicable statutory law or by a court of competent jurisdiction, subsequent to the delivery of the service or termination of the contract, whichever occurs first in time, then it shall be precluded by this provision, regardless of whether or not the claim has accrued at that time.

We will issue written reports upon completion of our Single Audit, if applicable. Our reports will be addressed to the Chair and Members of the West Palm Beach Downtown Development Authority Board.

Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add a separate section, or add an emphasis-of-matter or other-matter paragraph to our auditor’s report, or if necessary, withdraw from this engagement. If our opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue reports, or we may withdraw from this engagement.

Reporting

You recognize and accept that we have no control over, and shall not be responsible for, the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this engagement.

The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will state that (1) the purpose of the report is solely to describe the scope of testing of

Statute of Limitations

In the interest of facilitating our services to your company, we may send data over the Internet, securely store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendors' secured portals or clouds. Electronic data that is confidential to your company may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. We also require our third-party vendors to do the same.

_________________________________ Board

Date:_____________________________

Very truly yours, Nowlen, Holt & Miner, P.A. letter correctly sets forth the understanding of the West Palm Beach Downtown Development

------------------------------------------------------------------------------------------------------------------------------RESPONSE: This

10 internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The Uniform Guidance and State Single Audit report on internal control over compliance will state that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance and Chapter 10.550 Rules of the Auditor General. Both reports will state that the report is not suitable for any other purpose. We appreciate the opportunity to be of service to the West Palm Beach Downtown Development Authority and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the attached copy and return it to us.

Date:___________________________Raphael_______________________________Authority.Clemente,ExecutiveDirector Chair, Rick Reikenis

MEMO TO: DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass Cynthia Nalley Bob SamanthaDarylSandersHoustonBratter

FROM: Vivian Ryland RE: Second Extension to Piggy back Agreement with Circuit Transit, Inc.

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

DATE: Tuesday, September 13, 2022

The DDA entered into an agreement with Circuit Transit in August of 2021, via a “piggyback” on their contract with Pompano Beach. Since that time, Circuit has proven to be an effective and efficient way for residents and visitors to get around the downtown area. Also, in the past year of this agreement, Brightline Trains has merged their program with the Downtown Development Authority to maximize the available fleet of vehicles in the downtown area. The agreement with Circuit Transit expires on September 30th of this year. Based on the success of the program and its growing popularity with stakeholders, it is recommended that the DDA enter into a second extension of the piggy back agreement to commence October 1, 2022, through September 30, 2023.

West Palm Beach Downtown Development Authority Contractor: Circuit Transit, Inc. Piggy-back Agreement: City of Pompano Beach RFP # P-29-20

6. Contractor shall provide Micro-Transit Transportation Services as outlined in Exhibit “B” and DDA shall pay Contractor the Contract Price of $324,000 in accordance with the Contractor’s RFP Response, in conformance with the Piggy-back Agreement, for the specific services requested by the DDA. The Contract Price to be paid to Contractor shall be divided into equal payments that shall be paid per month, subject to any additional credits for advertising revenue that may be applied for the benefit of DDA.

Section 1. Paragraph 1. of the Agreement is hereby repealed and replaced in its entirety such that it shall hereafter read as follows:

Section 2. Paragraph 6. of the Agreement is hereby repealed and replaced in its entirety such that it shall hereafter read as follows:

Page 1 of 2 SECOND EXTENSION TO AGREEMENT

This Second Extension of that certain Piggy-back Agreement (the “Agreement”), dated August 4, 2021 by and between Circuit Transit, Inc. a Florida Corporation with offices located at 777 S. Flagler Drive, Suite 800 W, West Palm Beach, FL 33401 (hereinafter “Contractor”) and the West Palm Beach Downtown Development Authority, an Independent Special District, with offices located at 300 Clematis Street, Suite 200, West Palm Beach, Florida 33401 (hereinafter “DDA”) is hereby entered into this 13th day of September, 2022.

1. DDA and Contractor both hereby agree to enter into this Agreement for Micro-Transit Transportation Services by piggy-backing unit rates and service pricing rates as set forth in the agreement between the City of Pompano Beach and the Contractor dated February 23, 2021 (the “Piggy-back Agreement”). This Agreement is effective on the date first written above with transportation services to run for a term commencing on October 1, 2022 and terminating on September 30, 2023, subject to the same terms and conditions set forth in the Piggy-back Agreement and as modified in this Agreement.

WITNESSETH: DDA and Contractor, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties, hereby agree to extend the term of the Agreement, as follows:

Page 2 of 2

WITNESSES: Contractor: __________________________________ James Mirras, President _________________________ WITNESSES: DDA: ____________________________________ Raphael Clemente, Executive Director Approved as to form and legal sufficiency R. Max Lohman, General Counsel

Section 3. All the terms and conditions set forth in the Agreement shall remain in full force and effect except as specifically amended by the First Extension. No modification shall be made to this Second Extension unless such modification is in writing and signed by both parties.

Phone: 561.833.8873 Fax: 561.833.5870 www.DowntownWPB.com DDA Board Rick Reikenis, Chairman William Jacobson, Vice Chairman Varisa Lall Dass

300 Clematis Street, Suite 200, West Palm Beach, FL 33401

DDA Staff will present (8) applications for review, including recommendations for funding of each.

The Incentive Grant programs offered by the West Palm Beach Downtown Development Authority (DDA) provides funding to new businesses or existing businesses within the DDA District to assist with significant, permanent modifications to existing Downtown buildings. Through these programs, the DDA encourages major tenant improvements necessary for successful tenancy of commercial spaces.

DATE: Tuesday, September 13, 2022

Façade Incentive Applications

GH R E Investment LLC, 513 South Olive Avenue Pictera Solutions, 420 7th Street

MEMO TO:

Cynthia Nalley Bob Sanders Samantha Bratter FROM: Teneka James Feaman RE: Business Incentives and Façade Grants Application Review

Business Incentive Applications

PROGRAM OVERVIEW

GH R E Investment LLC, 513 South Olive Avenue Electriq Power, 625 Flagler Drive, 10th Floor Digital Resource, 218 Datura Street, 2nd Floor Keshavarz & Associates, Inc., 711 North Dixie Highway, Suite 201 Providencia 711, LLC, 711 North Dixie Highway Pictera Solutions, 420 7th Street

Business Incentive ApplicationsDecember21,2021

Business Incentive

Description

Funding to new businesses or existing businesses within the DDA District to assist with significant, permanent modifications to existing Downtown buildings. The grant shall not exceed 25% of the total project cost up to a maximum of $75,000 Reimbursable after completion of qualifying leasehold improvements (as determined by City of West Palm Beach officials), proof of paid invoices for the improvements and Business Tax Receipt, occupies the space and opens for business.

GH R E Investment LLC 513 S. Olive Ave Project Cost (leasehold) $214,500 Total Project Cost $179,000 Recommended Investment $44,750 Private Investment Total $169,750 DDA Invesment % 20% Private Investment % 80% Square Ft. 1250 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including updating the electric, HVAC, plumbing, drywall and painting.

Electriq Power 625 Flagler Drive Project Cost (leasehold) $516,724 Total Project Cost $931,595.45 Recommended Investment $75,000 Private Investment Total $856,595.45 DDA Invesment % 9% Private Investment % 91`% Square Ft. 8000 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including updating the electric, HVAC, plumbing, drywall and painting.

Digital Resource LLC 218 Datura Street Project Cost (leasehold) $122,885 Total Project Cost $143,410.38 Recommended Investment $30,721.25 Private Investment Total $112,689.13 DDA Invesment % 21% Private Investment % 79% Square Ft. 3400 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including updating the electric and plumbing.

Keshavarz & Associates, Inc. 711 North Dixie Highway, 2 nd floor Project Cost (leasehold) $170,000 Total Project Cost $170,000 Recommended Investment $42,500 Private Investment Total $127,500 DDA Invesment % 25% Private Investment % 75% Square Ft. 3300 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including updating the parking lot, electric and plumbing.

Providencia 711, LLC 711 North Dixie Highway Project Cost (leasehold) $355,000 Total Project Cost $355,000 Recommended Investment $75,000 Private Investment Total $280,000 DDA Invesment % 22% Private Investment % 78% Square Ft. 4000 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including electric, flooring, painting, and plumbing.

Pictera Solutions 420 7 th Street Project Cost (leasehold) $115,000 Total Project Cost $115,000 Recommended Investment $28,750 Private Investment Total $86,250 DDA Invesment % 25% Private Investment % 75% Square Ft. 3600 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including new roof, painting (interior) and surface parking lot.

Facade Incentive

Storefront:improvements.Upto

Funding to new businesses or existing businesses within the DDA District to assist with significant, permanent modifications to existing Downtown buildings. Grants to business owners or property owners for up to 50% of the cost of exterior improvements made to building façades in the DDA district for awnings, signs, landscaping and other similar exterior $10,000 Building façade that is 25,000 sq ft or larger: Up to $20,000

Description

GH R E Investment LLC 509 - 513 S. Olive Ave Total Project Cost $24,700 Recommended Investment $10,000 Private Investment Total $14,700 DDA Invesment % 43% Private Investment % 57% Square Ft. 4160 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including exterior paint and electrical.

Pictera Solutions 420 7 th Street Total Project Cost $27,000 Recommended Investment $10,000 Private Investment Total $17,000 DDA Invesment % 37.5% Private Investment % 62.5% Square Ft. 3600 The applicant has submitted a request for a Business Incentive grant for leasehold improvements. Improvements including exterior paint and installation of impact glass storefront doors.

Questions?