2016-29692 Reso RESOLUTION NO. 2016-29692
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND
AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE A MEMORANDUM OF UNDERSTANDING, WHICH
SHALL EXPIRE ON SEPTEMBER 30, 2017, BETWEEN THE
CITY AND THE LINCOLN ROAD BUSINESS IMPROVEMENT
DISTRICT, INC. ("LRBID"), IN ORDER TO PROVIDE THE
. LRBID WITH A MONETARY CONTRIBUTION IN AN AMOUNT
NOT TO EXCEED $106,666.68, WHICH SHALL BE PAYABLE
MONTHLY ON A REIMBURSEMENT BASIS, TO FUND THE
LRBID'S PURCHASE OF ENVIRONMENTAL MAINTENANCE
AND SUPPLEMENTAL SAFETY SERVICES FOR THE AREA
LOCATED WITHIN THE LINCOLN ROAD BUSINESS
IMPROVEMENT DISTRICT, WHICH SERVICES SHALL BE
PROVIDED BY MYDATT SERVICES INC., DBA BLOCK BY
BLOCK.
WHEREAS, on April 15, 2015, the Mayor and City Commission adopted Resolution No.
2015-28992, which created a special assessment district to be known as the Lincoln Road
Business Improvement District (the "District") for a period of ten (10) years, to stabilize and
improve the Lincoln Road retail business district, which is located within a nationally recognized
historic district, through promotion, management, marketing, and other similar services; and
WHEREAS, the Lincoln Road Business Improvement District, Inc. ("LRBID") intends to
enter into an agreement with Mydatt Services Inc., dba.Block by Block ("Block by Block") to
provide environmental maintenance and supplemental safety services for the area located
within the District (the "Services"); and
WHEREAS, Block by Block provides safety, cleaning, hospitality, and outreach services
for business improvement districts; and
WHEREAS, the City has previously dedicated approximately $160,000 per year to
funding security services on Lincoln Road; and
WHEREAS, the City now desires to reallocate these funds to the LRBID, to fund the
LRBID's purchase of the Services from Block by Block, contingent on the LRBID's execution of
an agreement with Block by Block, in a form acceptable to the City Attorney; and
WHEREAS, the Administration recommends that the Mayor and City Commission
approve and authorize the City Manager and City Clerk to execute a memorandum of
understanding, which shall expire on September 30, 2017, between the City and the LRBID, in
order to provide the LRBID with a contribution in an amount not to exceed $106,666.68, payable
monthly on a reimbursement basis, to fund the LRBID's purchase of the Services for the area
located within the District, which services shall be provided by Block by Block.
NOW, THEREFORE,, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize the City Manager and City Clerk to execute a
Memorandum of Understanding, which shall expire on September 30, 2017, between the City
and the Lincoln Road Business Improvement District, Inc. ("LRBID"), in order to provide the
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LRBID with a monetary contribution in an amount not to exceed $106,666.68, which shall be
payable monthly on a reimbursement basis, to fund the LRBID's purchase of environmental
maintenance and supplemental safety services for the area located within the Lincoln Road
Business Improvement District, which services shall be provided by Mydatt Services Inc., dba
Block by Block.
PASSED and ADOPTED this ig day of DPCeri,ht( 2016.
ATTEST: ',-
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Philip Levine/ ' /Mayor
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afael E. Granado '4. \\ ` C�4 •
City Clerk ,r •� 4
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'�lz- APPROVED AS TO
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T:\AGENDA\2016\December\Property Management\Reso approving MOU with LRBID to fund Block by Block services (as
amended).docx
Memorandum of Understanding
Between the City of Miami Beach
And the Lincoln Road Business Improvement District, Inc.
This Memorandum of Understanding ("MOU") is hereby entered into as of the _ day of
December, 2016, by and between the City of Miami Beach, a municipal corporation organized
and existing under Florida law, with principal offices at 1700 Convention Center Drive, Miami
Beach, FL 33139 (the "City") and the Lincoln Road Business Improvement District, Inc., a Florida
not-for-profit corporation with principal offices at 350 Lincoln Road, 2nd Floor, Miami Beach, FL
33139 (the "LRBID") (collectively, the City and the LRBID may hereinafter be referred to as the
"Parties").
RECITALS
WHEREAS, on April 15, 2015, the Mayor and City Commission adopted Resolution No.
2015-28992, which created a special assessment district to be known as the Lincoln Road
Business Improvement District (the "District") for a period of ten (10) years, to stabilize and
improve the Lincoln Road retail business district, which is located within a nationally recognized
historic district, through promotion, management, marketing, and other similar services; and
WHEREAS, Lincoln Road is one of the most iconic cultural and pedestrian roads in the
United States and was included in the National Register of Historic Places in 2011; and
WHEREAS, the City and the Lincoln Road Business Improvement District, Inc. ("LRBID")
wish to enhance the shopping and dining experience on Lincoln Road by providing enhanced
security and maintenance services on the public right-of-way; and
WHEREAS, the LRBID has reviewed several proposals from vendors who provide safety,
cleaning, and hospitality services to business improvement districts throughout the country and
determined that Mydatt Services Inc., dba Block by Block ("Block by Block"), offers the most
extensive experience and best value for the City and the LRBID; and
WHEREAS, Block by Block provides safety, cleaning, hospitality, and outreach services
for business improvement districts; and
WHEREAS, the LRBID intends to enter into an agreement with Block by Block to provide
enhanced environmental maintenance services and hospitality and safety services for the area
located within the District; and
WHEREAS, the City has previously dedicated approximately $160,000 per year to funding
security services on Lincoln Road; and
WHEREAS, the City now desires to reallocate these funds to the LRBID, to fund the
LRBID's purchase of services from Block by Block, contingent on the LRBID's execution of an
agreement with Block by Block, in a form acceptable to the City Attorney; and
WHEREAS, the City and the LRBID wish to collaborate in order to secure the services of
Block by Block in accordance with the terms set forth below.
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1. The recitals are true and correct and are hereby incorporated into and made a part of this
MOU.
2. LRBID's Responsibilities: The LRBID shall execute an agreement with Block by Block,
substantially in the form attached hereto as Exhibit"A", which is incorporated by reference
as if fully set forth herein ("Block by Block Agreement"). If, for any reason, the Block by
Block Agreement terminates, the LRBID shall notify the City Manager in writing.
3. City's Responsibilities: The City shall provide the LRBID with an annual contribution in
the amount of $160,000. The City shall reimburse LRBID on a monthly basis, in the
amount of $13,333.33 per month, in accordance with the procedures set forth in Section
4 of this MOU, to be applied toward the cost of securing Block by Block's services.
4. Reimbursement: At least once every month, LRBID shall submit to the City a request for
reimbursement in the amount set forth in Section 3 of this MOU, which reimbursement
shall be applied to the LRBID's cost of securing Block by Block's services. Each request
for reimbursement shall be submitted to the Miami Beach Property Management Division
Director ("Director") on or before the tenth (10th) day of each month during the term. The
Director shall have ten (10) days after he or she is presented with the request for
reimbursement to review and approve same or state in writing any reasons for non-
approval. The City shall pay the approved requests for reimbursement within twenty (20)
days after the submittal of each request for reimbursement. With each request for
reimbursement, the LRBID shall submit the applicable invoice(s) for services provided by
Block by Block. Notwithstanding anything contained in this MOU, once a payment on a
request for reimbursement has been made by the City to the LRBID, the City shall have
no liability and/or other obligation to Block by Block or LRBID with regard to such
reimbursement.
5. Term: The term of this MOU shall be a period of one (1) year, effective as of the date of
the execution of the Block by Block Agreement. This MOU may be renewed for up to two
additional one-year periods, upon mutual agreement of the City and the LRBID, subject to
any required budgetary appropriations by the Miami Beach City Commission.
6. Termination: This MOU shall terminate automatically upon the termination of the
agreement with Block by Block or upon the dissolution or bankruptcy of the LRBID.
7. Default:
a. If LRBID breaches its obligations as specified herein (and same are not waived in
writing by the City), then the City shall give LRBID written notice specifying the
nature of the default and the LRBID shall have ten (10) days after receipt of such
notice, in the case of a monetary default, or thirty (30) days after receipt of such
notice, in the case of a non-monetary default, within which to cure the specified
default; provided, however, if the nature of such default is such that it cannot
reasonably be cured within the specified period, the LRBID shall not be deemed
to be in default if the LRBID shall, within such period, commence such cure and
thereafter diligently prosecute same to completion; provided further, however, the
maximum cure period for any default hereunder shall not exceed ninety (90) days
from the date of the original notice of default from the City to the LRBID. The City
may thereafter terminate this MOU, without restriction or penalty, if the LRBID fails
to cure the default following the expiration of the notice and cure period herein.
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b. If City breaches its obligations as specified herein (and same are not waived in
writing by the LRBID), then the LRBID shall give City written notice specifying the
nature of the default and the City shall have ten (10) days after receipt of such
notice, in the case of a monetary default, or thirty (30) days after receipt of such
notice, in the case of a non-monetary default, within which to cure the specified
default; provided, however, if the nature of such default is such that it cannot
reasonably be cured within the specified period, the City shall not be deemed to
be in default if the City shall, within such period, commence such cure and
thereafter diligently prosecute same to completion; provided further, however, the
maximum cure period for any default hereunder shall not exceed ninety (90) days
from the date of the original notice of default from the LRBID to the City. The LRBID
may thereafter terminate this MOU, without restriction or penalty, if the City fails to
cure the default following the expiration of the notice and cure period herein.
8. Termination for Convenience: The City may also, following the approval of the City
Commission, and for its convenience and without cause, terminate this MOU at any time
during the Term by giving written notice to the LRBID of such termination; which shall
become effective within sixty (60) days following receipt by the LRBID of such notice. If
the MOU is terminated for convenience by the City, the LRBID shall be paid for any
services satisfactorily performed up to the date of termination; following which the City
shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue
of, this MOU.
9. Other Services: the Parties agree that the services provided by Block by Block shall
substitute and replace the private security services currently being provided by the City
for the Lincoln Road Mall. However, the services provided by Block by Block shall not
replace any maintenance and/or janitorial services being provided by the City for the
Lincoln Road Mall.
10. Assignment: this MOU and all the rights hereunder shall not be assignable by either the
City or the LRBID without the prior written consent of the other.
11. No Joint Venture: it is not intended by this MOU to, and nothing contained in this
Agreement shall, create any partnership, joint venture, limited liability company, or other
arrangement between the City and the LRBID other than the arrangement set forth in this
MOU.
12. Governing Law: this MOU and the rights of the Parties hereto shall be governed and
construed in accordance with the laws of the State of Florida and all claims related to this
MOU shall be brought and prosecuted in Miami-Dade County, Florida, which shall be the
exclusive venue for all such matters. Before resorting to litigation, the Parties agree to use
commercially reasonable, good faith efforts to resolve disputes without litigation. In the
event of a dispute which the parties cannot resolve directly between themselves within ten
(10) days, the Parties agree to submit to non-binding mediation for up to a period of thirty
(30) days after either party sends written notice to the other party demanding mediation
(but no longer unless the parties mutually agree) to resolve the dispute using an
independent trained mediator agreed to by both parties. If the dispute remains unresolved
after such thirty (3) day period or if the parties cannot agree upon a mediator within fifteen
(15) days after the demand for mediation, either party may proceed to commence
litigation. The parties shall equally split the cost of the mediator.
13. Entire Agreement: This Agreement constitutes the entire agreement between the
City and LRBI D with respect to the subject matter hereof, and supersedes and replaces
all prior or contemporaneous discussion, negotiations, letters, memoranda or other
communications, oral or written, with respect to the subject matter hereof. This
Agreement may only be subsequently modified or amended in a writing signed by both
the City and LRBID.
14. Amendments: No change, amendment or modification of this Agreement shall be valid
or binding upon the parties hereto unless such change amendment, or modification shall
be in writing and duly executed by all parties hereto.
15. No Waiver: Any waiver by any party of a breach of any provision of this Agreement
shall not operate as, or be construed to be, a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure of a
party to insist upon strict adherence to any term of this Agreement on one or more
occasions shall neither be considered a waiver nor deprive that party of any right
thereafter to insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing and signed by the party to be charged therewith.
16. Waiver of Jury Trial: The parties to this Agreement hereby agree not to elect a trial by
jury of any issue triable of right by jury, and waive any right to trial by jury fully to the
extent that any such right shall now or hereafter exist with regard to this Agreement or
any action or proceeding in which more than one of such parties may be involved. This
waiver of right to trial by jury is given knowingly and voluntarily by the parties hereto,
and is intended to encompass individually each instance and each issue as to which the
right to trial by jury would otherwise accrue. The parties hereto are each hereby
authorized to file a copy of this paragraph in any proceeding as conclusive evidence of
this waiver.
17. Exculpation of LRBID: Notwithstanding anything contained in this Agreement to the
contrary, upon the occurrence of any claim under this Agreement or termination caused
by LRBID's default, the recourse of the City against LRBID shall be limited to the actual
damages incurred by the City resulting from LRBID's material breach under this
Agreement (after expiration of any applicable notice and cure period) or LRBID'swillful
misconduct or gross negligence for the recovery of any judgment from LRBID, it being
agreed that any officers, shareholders, partners, members,directors, employees or agents
of LRBID shall never be personally liable for any such judgment and are hereby
unconditionally and irrevocably released, satisfied, and forever discharged of and from any
and all actions, causes of action, claims, demands, losses, costs and expenses, whether
direct, contingent or consequential, liquidated or unliquidated, at law or in equity, that the
City has or may or shall have.
18. Exculpation of the City: Notwithstanding anything contained in this Agreement to the
contrary, upon the occurrence of any claim under this Agreement or termination caused
by City's default, the recourse of the LRBID against the City shall be limited to the
actual damages incurred by the LRBID resulting from City's material breach under this
Agreement (after expiration of any applicable notice and cure period) or City's willful
misconduct or gross negligence, it being agreed that any employees or agents of the City
shall never be personally liable for any such judgment and are hereby unconditionally and
irrevocably released, satisfied, and forever discharged of and from any and all actions,
causes of action, claims, demands, losses, costs and expenses,whether direct, contingent
or consequential, liquidated or unliquidated, at law or in equity, that the LRBID has or may
or shall have. In no event shall the City's liability under this MOU exceed the value of the
City's contribution as set forth in Section 3 of this MOU.
19. Counterparts/Facsimile: This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the
same instrument. A facsimile signature shall be deemed for all purposes to be an original.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the
day first above written.
CITY OF MIAMI BEACH, FLORIDA
Attest:
Rafael E. Granado Jimmy L. Morales
City Clerk City Manager
Date: Date:
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
Attest:
Name/Title Name/Title
Date: Date:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
IR\DI"13%51 — IZ^ -
City Attorney Date
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Agreement for Environmental Maintenance
and
Supplemental Safety Services
dated as of October 1st, 2016
by and between
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
and
MYDATT SERVICES INC, dba BLOCK BY BLOCK
7135 Charlotte Pike
Nashville, TN 37209
("Block by Block")
This AGREEMENT is effective on the October 1, 2016, (the "Effective Date") by and
between the Lincoln Road Business Improvement District, Inc., 350 Lincoln Road,
2nd flr, Miami Beach, FL 33139 ("CUSTOMER"), Mydatt Services, Inc., an Ohio
Corporation, d.b.a. Block by Block, 7135 Charlotte Pike, Nashville, TN 37209
(hereinafter referred to as "Block by Block"), and the City of Miami Beach, 1700
Convention Center Drive, Miami Beach, FL 33139 as an express third-party
beneficiary ("CITY").
WITNESETH:
WHEREAS, the CUSTOMER desires to have Block by Block undertake to furnish
uniformed downtown Ambassadors and provide services to the district in the area
specifically defined in Exhibit A (the "Service Area");
NOW THEREFORE, the parties, in consideration of the mutual obligations contained
herein and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, hereby agree as follows:
1) TERM: This Agreement will begin on the Effective Date and shall continue for a
period of one (1) year ("Initial Term"), expiring September 30, 2017 unless sooner
terminated as provided in Section 9. At the end of the Initial Term, this Agreement
may be renewed for two (2) subsequent terms of one (1) year each upon the
mutual written agreement of the parties (each "Renewal Term"). The Renewal
Terms and Initial Term are referred to herein collectively as the "Term." Block by
Block will forward to the CUSTOMER each Renewal Term and requested changes
to contract provisions no later than August 1st of each year.
2) SERVICES TO BE PERFORMED BY BLOCK BY BLOCK: Block by Block shall
furnish environmental maintenance and hospitality ambassadors ("Ambassadors")
Agreement - Hospitality, Safety and Supplemental Cleaning Services EXHIBIT
1 s:.b
who shall provide services in the Service Area, including, but not limited to, the
services outlined in Exhibit B & C attached hereto and incorporated herein
("Services"). The maintenance and sanitation services included in Block by Block's
scope of services will supplement, not replace, the existing services provided by
the CITY. At the start of the contract period, Block by Block will propose a
comprehensive monthly plan of services for the Service Area and may propose
any modifications to the plan from time to time. The plan and any modifications
shall be subject to the CUSTOMER approval. The CUSTOMER shall have the right
to request or initiate modifications at any time. Representatives of the CUSTOMER
and Block by Block will meet at least once per quarter or at such intervals as the
parties may agree and at such other times as the CUSTOMER may request to
review the services plan and adjust or modify as deemed necessary. CUSTOMER
may also request representatives of Block by Block to attend regular meetings of
the Lincoln Road BID Board of Directors.
3) COMPANY STANDARDS: Block by Block shall maintain a high standard of
services, with adjustments in authorized weekly hours and annual contract value
as agreed upon. Block by Block will maintain a close check over all Ambassadors
to ensure this high standard of services is delivered. Specific assignments, hours
and duties of the Ambassadors will be proposed monthly by Block by Block and
approved by the CUSTOMER.
4) DUTIES OF BLOCK BY BLOCK:
a) Block by Block shall provide the number of Ambassadors in the weekly service
hours outlined in Exhibit D to perform the Services outlined in Exhibit B and C.
Such Ambassadors shall be employees of Block by Block and at no time be
deemed agents or employees of the CUSTOMER or the CITY. Block by Block
shall provide all employees adequate training to such Ambassadors.
b) Block by Block shall have a qualified Operations Manager assigned to the
program to oversee the operations of the Ambassadors.
c) Block by Block shall furnish appropriate uniforms and necessary equipment for
the Ambassadors, as reasonably determined by CUSTOMER. Ambassadors shall
be clean, courteous, competently trained, neat in appearance, able to
communicate in English, and shall at all times wear the uniform approved by
the CUSTOMER.
d) Block by Block shall furnish adequate means of communications by which all
Ambassadors can communicate with one another and their supervisory staff.
e) Block by Block shall make a designated representative available at all reasonable
times to report to and confer with the designated agents of the CUSTOMER with
respect to the Services to be rendered hereunder.
f) Block by Block shall conduct a background check, to include criminal history and
drug screen, on all employees prior to assignment at the Service Area.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
2
g) Block by Block shall be responsible for quantifying the work of the Ambassadors
in a written manner and format acceptable to CUSTOMER. Such records shall
be provided to CUSTOMER on a weekly basis and Block by _ Block shall be
responsible for making at least weekly contact with a designated representative
of CUSTOMER. Cumulative reports shall be provided on a monthly and quarterly
basis. All reports shall be considered confidential by Block by Block and its
employees, and are the property of the CUSTOMER.
5) PAYMENT TO BLOCK BY BLOCK:
a) In consideration of the Services, the CUSTOMER shall pay Block by Block a flat
monthly fee of twenty nine thousand four hundred sixty two dollars and seventy
cents ($29,462.70) which fee shall be based upon the hourly billable rates for
its various classes of employees as established by Block by Block and approved
by CUSTOMER. The maximum annual amount of payments to Block by Block
for the Services shall not exceed three hundred fifty three thousand five hundred
fifty two dollars and forty five cents ($353,552.45).
b) Additional services either within or outside the Service Area may be requested
by CUSTOMER from time to time. These services shall be provided at the same
cost, which is $21.35 for Ambassadors for straight time. CUSTOMER shall make
a written request for such additional services at least 48 hours in advance of the
time service is needed.
c) The flat rate and hours specified in Exhibit E is guaranteed for the Initial Term
and can be changed by Block by Block upon thirty (30) days written notice if
required service hours are altered by the CUSTOMER.
d) It is recognized that there may be months during the Term where the Services
and number of hours worked may be reduced due to weather conditions or other
circumstances and other months where additional hours or Service may be
needed due to special events or other circumstances. The CUSTOMER may
choose to "bank" any hours of Service which are not used during a monthly
cycle and apply these "banked" hours to another monthly cycle within the Term.
Any "banked hours" will be used for Services within the Service Area and will be
provided at no additional cost to CUSTOMER. Block by Block agrees to maintain
records of all hours worked and submit monthly summaries of hours worked,
cost per hour, tasks performed and "banked" hours available for future use.
At the end of the Term, Block by Block shall provide to CUSTOMER a report
which sets forth a final accounting of all hours worked, cost per hour, tasks
performed, hours "banked" and number of hours to be rolled to the next contract
period.
e) During the Initial Term, Block by Block shall invoice the CUSTOMER monthly for
Services. Block by Block shall submit its invoices by the 15th day of each month.
All payments are due within 30 days of invoice.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
3
f) The Parties expressly acknowledge and agree to abide by the municipal
minimum hourly wage requirements set forth in Section 18-921 of the Miami
Beach Code of Ordinances. In the event of any change in Federal, State, or
Municipal legislation, regulation, administrative ruling or collective bargaining
contract affecting any change in work hours, pay rates, working conditions,
taxes, health insurance, benefits, etc., Block By Block shall notify the manager
in writing of the change in the rates to be charged and the effective date of said
change which shall be computed on the prevailing hourly pay scale. In the event
that government health care legislation mandates provision of health benefits
to employees at the Service Area greater than agreed upon in this contract, then
Block By Block shall invoice CUSTOMER for the direct cost associated with that
program.
6) EQUIPMENT:
a) OWNERSHIP - Block by Block will procure specific capital equipment as part of
this agreement. A list of this equipment can be found in Exhibit F. The equipment
will be purchased explicitly for the CUSTOMER contract and will be owned by
Block by Block. All insurance, maintenance and associated costs of ownership
will be borne by Block by Block as part of this agreement. The cost of this
equipment will be amortized over a three year period, plus the cost of financing
and included in the billable rate to CUSTOMER.
b) In the event that this Agreement with Block by Block is terminated by
CUSTOMER without cause, CUSTOMER will be responsible for reimbursing Block
by Block for the capital equipment, less the amount collected on the equipment
through invoicing of the regular agreed upon amount up to the date of
notification of termination, and CUSTOMER shall, upon payment of the
reimbursement fee to Block by Block, assume ownership and possession of said
capital equipment. If the Parties choose not to renew the Agreement upon
expiration of the Initial Term, CUSTOMER will not be responsible for reimbursing
Block by Block for the capital equipment.
7) INDEMNITY AND INSURANCE
a) INDEMNIFICATION - Block by Block and CUSTOMER shall defend, indemnify and
hold harmless each other, and their respective agents and employees from and
against any and all claims, demands, losses, damages, injuries, liabilities,
expenses (including reasonable attorney's fees), judgments, liens,
encumbrances, orders, awards arising directly or indirectly from the negligent
performance or willful misconduct by either party and/or its respective
employees under this agreement (all of which are collectively referred to as
"Claims") by any person on account of; or arising as a result of: (1) injury to,
or death of any person including but not limited to either party's personnel; (2)
loss of or damage to any property; (3) the employment of, or performance of
the Services by, either party's personnel and the termination, constructive or
otherwise, of such employment or performance of services; or (4) any breach
Agreement - Hospitality, Safety and Supplemental Cleaning Services
4
of any federal, state or local laws by either party or its respective personnel;
provided however, that either party shall not be obligated to indemnify the other
party for such party's own gross negligence or willful misconduct.
Additionally, Block by Block agrees to indemnify and hold harmless the City of
Miami Beach and its officers, employees, agents, and contractors, from and
against any and all actions (whether at law or in equity), claims, liabilities,
losses, and expenses, including, but not limited to, attorneys' fees and costs,
for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or other wrongful conduct of Block by Block, its officers,
employees, agents, contractors, or any other person or entity acting under Block
by Block's control or supervision, in connection with, related to, or as a result of
the Block by Block's performance of the Services pursuant to this Agreement.
To that extent, Block by Block shall pay all such claims and losses and shall pay
all such costs and judgments which may issue from any lawsuit arising from
such claims and losses, and shall pay all costs and attorneys' fees expended by
the City in the defense of such claims and losses, including appeals.
In the event CUSTOMER and Block By Block are found jointly liable by a court
of competent jurisdiction, liability shall be apportioned comparatively in
accordance with the laws of the state of Florida without, however, waiving any
defenses of the parties under such law.
b) PROOF OF INSURANCE - During the Term of this Agreement, Block by Block
shall at its own cost and expense procure and maintain in full force and effect
the below listed types of insurance through insurance companies licensed to and
doing business in the state of Florida. All insurance shall name the CUSTOMER
and the CITY as Additional Insureds regarding any of BLOCK BY BLOCK's
operations that are performed under the BLOCK BY BLOCK's contract with
CUSTOMER. Any insurance maintained by the CUSTOMER shall apply in excess
of and not contribute with insurance provided by this policy.
(1) Contractor's Commercial/Comprehensive General Liability Policy with
a combined single limit for bodily injury, personal injury and property damage
of not less than $1,000,000.00 per occurrence;
(2) Comprehensive Automobile Liability insurance insuring all owned,
non-owned and hired motor vehicles with a minimum of $1,000,000.00
Combined single limit for any one accident and sufficient to satisfy all applicable
laws;
(3) Employers Liability with a minimum coverage of $500,000.00 for any
one occurrence;
(4) Umbrella (excess) Liability policy with a limit of at least
Agreement - Hospitality, Safety and Supplemental Cleaning Services
5
$4,000,000.00;
(5) Workers' Compensation sufficient to satisfy all federal, state and local
laws and requirements, whether now or hereafter existing.
8) REPRESENTATIONS AND WARRANTIES OF BLOCK BY BLOCK: Block by
Block hereby represents and warrants that (i) Block by Block will perform all
Services in a good and workmanlike manner and with reasonable skill, (ii) Block
by Block will pay all costs and expenses required for the performance of the
Services, except as otherwise provided herein, (iii) Block by Block has the requisite
permits from the appropriate federal, state and local authorities to provide the
Services. Block by Block warrants that all Services will be performed in accordance
with applicable laws for such Services. Block by Block makes no other
representations or warranties regarding the Services.
9) RELATIONSHIP OF THE PARTIES: Block by Block agrees that it is and shall be
an independent contractor under this Agreement and that Block by Block shall not
be an agent or employee of CUSTOMER to any extent or for any purpose and
nothing herein shall be construed to cause or create any such relationship. Block
by Block shall have no authority to and shall not act for CUSTOMER or bind, or
attempt to bind, CUSTOMER in or under any contract or agreement or to otherwise
obligate CUSTOMER in any manner whatsoever.
10) TERMINATION: Either party may terminate this Agreement if the other
commits a material breach of its respective obligations under this Agreement and
fails to correct such breach within sixty (60) days after delivery of written notice
of such a breach; provided, however, that if such a breach cannot reasonably be
cured within the sixty (60) day period, then such party shall have a reasonable
period to cure such breach. Notwithstanding the foregoing, Block by Block may
terminate this Agreement on fifteen (15) days written notice if CUSTOMER fails to
make any payment of money pursuant to this Agreement. Notwithstanding the
foregoing, CUSTOMER may, upon sixty (60) days written notice, terminate this
Agreement with cause.
Either party may terminate this Agreement, with or without cause, by giving thirty
(30) days prior written notice to the other party.
11) ENTIRE AGREEMENT: This Agreement contains the entire agreement of the
parties hereto and supersedes all prior agreements, contracts and understandings,
whether written or otherwise, between the parties relating to the subject matter.
Any amendments or additions to this Agreement shall not be binding unless in
writing and signed by both parties.
12) GOVERNING LAW: The laws of the State of Florida shall govern this
agreement without regard to any conflict of law principles. The parties agree that
any legal action commenced by and between the parties shall be filed and litigated
in a court of competent jurisdiction in Miami-Dade County, Florida.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
6
13) ASSIGNMENT: Block by Block may not assign its interest in this agreement or
subcontract any portion of the work to be performed hereunder without the written
consent of the CUSTOMER.
14) HEALTH AND SAFETY: Block by Block is solely responsible for compliance with
all applicable Federal, State and Local occupational safety and health regulations.
15) AFFIRMATIVE ACTION POLICY: Block by Block shall have in force an
affirmative action and/or nondiscrimination policy that complies with the
requirements of the City in which the Services take place, including the Miami
Beach Human Rights Ordinance, codified in Chapter 62 of the Miami Beach City
Code, which may be amended from time to time.
16) NOTICES: All notices under this Agreement shall be in writing and shall be
served by personal service or registered mail, return receipt requested. Notice by
mail shall be addressed to each party at its address set forth above.
17) ATTORNEY'S FEES: In any litigation or other proceeding by which one party
either seeks to enforce its rights under this Agreement (whether in contract, tort,
or both) or seeks a declaration of any rights or obligations under this Agreement,
the prevailing party shall be awarded its reasonable attorney fees, and costs and
expenses incurred.
18) FORCE MAJEURE: Neither party shall be liable for damages to the other party
or have the right to terminate this Agreement for any delay or default in
performing hereunder if such delay or default is caused by reason of any
circumstance beyond its reasonable control, including but not limited to Acts of
God, fire, flood, earthquake, extraordinary weather conditions, acts of war, acts
of terrorism, labor disputes, riots, civil disorders, rebellions or revolutions in any
country ("Force Majeure"), that party shall be excused from any further
performance or observance of the obligations so affected for as long as such
circumstances prevail and that party continues to use all commercially reasonable
efforts to recommence performance whenever and to whatever extent possible
without delay.
19) THIRD-PARTY BENEFICIARY: BLOCK BY BLOCK and CUSTOMER
acknowledge and agree that the CITY is an express third-party beneficiary of this
Agreement, including, without limitation, the indemnity and insurance provisions
in Section 7 thereto. The parties recognize that, in view of the CITY'S relationship
with CUSTOMER, this Agreement is expressly intended to be for the irrevocable
benefit of, and shall be enforceable by, the CITY and CUSTOMER. The CITY'S
status as a third-party beneficiary shall not be construed or interpreted as
requiring the CITY to assume any obligations whatsoever under this Agreement.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
CUSTOMER: Block By Block:
Lincoln Road Business Improvement MYDATT SERVICES INC., dba BLOCK BY
District BLOCK
By: By:
Printed: Printed:
Title: Title:
Address: 350 Lincoln Road, 2nd flr Address: 7135 Charlotte Pike
Miami Beach, FL 33139 Nashville, TN 37209
Agreement - Hospitality, Safety and Supplemental Cleaning Services
8
EXHIBIT A
SERVICE AREA MAP
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_.._...__ EXHIBIT
1 D
Agreement - Hospitality, Safety and Supplemental Cleaning Services
9
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i
EXHIBIT B
Scope of Services - Cleaning
Block By Block will provide the following Environmental Maintenance Services in the
Service Area. Block By Block will also provide a detailed monthly schedule of
maintenance services.
The Clean Team will serve primarily as a custodial service with a secondary role as a
public information resource to district visitors, workers, shoppers and residents.
Unless otherwise specified, areas of responsibility for the Clean Team include all
pedestrian public rights of way, the sidewalks from the building line to the curb and
alleys adjoining benefiting properties of the District Area from the building line to the
opposing building line. Activities of the Clean Street Team may include:
is Manual Removal of Litter And Debris - Removal of litter, trash, and debris,
and extending a distance of 18 inches beyond the curb into the street or alley,
by mechanical or manual means, including: all types of paper, cigarette
packages and butts, leaves, gravel or rocks, cans, cardboard, boxes, plastic
refuse, bottles, broken glass, beverage spills, urine, feces, vomit, and any
dead animals.
• Weed Control - Killing and removal of weeds and grass. Contractor shall
spray weeds as needed with chemicals meeting all Federal, State and
Municipal laws and regulations. Contractor shall meet all licensing
requirements imposed by Federal, State, or local authorities.
• Handbill Removal - Removal of handbills, stickers, posters and similar items
from utility poles, mail boxes, courier boxes, newspaper or magazine boxes
and kiosks, public telephones, parking meters and other fixtures.
• Graffiti Removal - Remove or cover graffiti from the first floor of buildings
facing or visible from public rights of way, and from utility poles, mail boxes,
courier boxes, newspaper or magazine boxes and kiosks, public telephones,
parking meters and other fixtures, within 24 hours after the graffiti appears
(subject to any delay necessary to obtain consent of the owner of any private
property), using the least intrusive means available and approved by the
property owner. Contractor will not perform graffiti removal on private
property until the consent of the owner has been obtained. The District will
aid Contractor in securing any necessary consent from the owner of any
private property affected.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
10
• Power Washing — Hot spots and spills and stains will be removed upon
identification using a pressure washer.
o Special Projects - Carry out a wide variety of special projects mutually
agreed upon by the CUSTOMER and Block by Block. Such special projects
include painting of fixtures (benches, light posts, etc.), power washing or any
other project not requiring 'technical' expertise that can be carried out within
reasonable methods or means by existing cleaning staff members.
• Landscaping - Limited landscaping services as requested by the CUSTOMER.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
11
EXHIBIT C
Scope of Services - Hospitality & Safety
Block By Block will provide the following Safety related services within the boundaries
of the service district.
• Walking Patrols - Ambassadors will be deployed to their assigned zones to
patrol the area as a deterrent for unwanted activity, we well as to interact with
businesses, residents and visitors. Ambassadors on walking patrol will be
responsible for making Public Relations (PR) checks at various businesses each
day to make a personal contact and to gather and share safety related
information.
• Public Relations Checks - Ambassadors will be responsible for stopping in to
visit a specified number of businesses per shift. The duration of each public
relations check should be no more than five minutes per business, which should
be spent speaking with the manager of the business to gather and share
security related information and concerns. A list of businesses in which public
relations checks were conducted will be reported daily. The Public Relations
checks also provide an opportunity for Ambassadors to get a quick break from
poor weather conditions, while remaining productive.
• Addressing Quality of Life Crimes - Ambassadors will be responsible for
interacting with persons creating quality of life issues, to advise them of local
ordinances and requesting compliance. All Ambassadors are trained in
'situational protocol' to appropriately handle situations in a firm, yet courteous,
manner.
• After Hours Escorts - This service would allow district workers to request this
service by calling the on-duty Team Leader on the publicized cellular phone
number to have an Ambassador meet them at their place of business or
residence and walk them to their destination.
• Information Sharing - Working with the local Police Department the
Ambassadors will be utilized to share information to educate stakeholders on
safety/security related issues. For instance, if the police department has crime
prevention brochures, the Ambassadors can be utilized to distribute this
information.
• Reporting - Ambassadors will be responsible for completing Daily Activity
Reports and submitting them to the CUSTOMER as specified. The daily statistics
will be compiled weekly and provided to the customer. The Ambassadors will
gather information on any incidents or criminal activity that is considered to be
out of the ordinary and forward such information in the form of an Incident
Report. Criminal activity includes "Quality of Life" crimes, such as public
Agreement - Hospitality, Safety and Supplemental Cleaning Services
12
intoxication, open container, loitering, trespassing, public urination and
aggressive panhandling.
Hospitality Services - When analyzing the tasks which consume the time of
Ambassadors they spend the majority of their day patrolling the service
district on the lookout for unwanted activity and deterring criminal behavior.
These patrols provide a tremendous opportunity to interact with pedestrians
in order to be friendly, good will representatives of the service district, share
information and make recommendations.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
13
EXHIBIT
Weekly Service Hours
AS Season Deployment
'�3�P, ition,s� Iti„zar�Zo (.4* �� — Hours;,3-1 =mom
All Manual Cleaning&Hospitality 7am-3:30pm 8 8 8 8 8 8 8 56
All Manual Cleaning&Hospitality 7am-3:30pm 8 8 8 8 32
All Hospitality with Defensive Cleaning 3:30pm-11pm 8 8 8 8 8 8 8 56
Ambassadors
All Hospitality with Defensive Cleaning 3:30pm,11pm 8 8 8 8 8 8 8 56
All Hospitality with Defensive Cleaning 3:30pm-11prn 8, 8 8 24
Team Leader In Field Supervision 11am-7:30pm 8 8 16
Operations Manager All Working Manager/Special Projects 11am-7:30pm 8 8 8 8 8 40
60 60 52 52 40 48 48
Total Scheduled;Weekly Hours' 280,
Agreement - Hospitality, Safety and Supplemental Cleaning Services
14
EXHIBIT E
Employee Average Wage Rates and Bill Rates
Operations
PRICING Ambassador 132E6 Leader 1
Pay Rate $ 12.00 $ 13.50 $ 28.85
FICA $ 0.92 $ 1.03 $ 2.21
WC $ 0.67 $ 0.76 $ 1.62
Liability $ 0.31 $ 0.34 $ 0.74
Unemployment $ 0.25 $ 0.28 $ 0.59
Subtotal $ 14.14 $ 15.91 $ 34.00
Weekly Hours 224.00 16.00 40.00
Annual Hours 11,648.00 832.00 2,080.00
Annual Billing $ 164,739.99 $ 13,238.04 $ 70,716.00
Overhead $ 3.21 $ 3.21 $ 3.21
Benefits $ 1.98 $ 1.98 $ 1.98
Profit $ 2.00 $ 2.00 $ 2.00
Bill Rate $ 21.35 $ 23.11 $ 41.20
Weekly Hours 224.00 16.00 40.00
Weekly Billing 4,781.28 1,648.00
Annual Hours $ 11,648.00 832.00 2,080.00
Annual Billing $ 248,626.73 $ 19,229.94 $ 85,695.77
ANNUAL BILLING $ 353,552.45
Budget Notes:
• Operating space and storage are not in this budget and will be supplied by the
Customer.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
15
EXHIBIT F
Capital Equipment
EQUIPMENT OVERVIEW SAMPLE
aim
We will use the small pressure washer to remove ` ''
Small spills and stains that occur in the district. The ;IL
Pressure pressure washer will tie into existing watering sources
r —w.
and will be pulled on a cart. This will also be used to = t;
Washer remove gum spots from the sidewalk.
All Ambassadors will be equipped with Block by Si„=Entry
Block's proprietary reporting platform, the Statistics
Manager/Ambassador Report&Tracking System. rrt rr,a,zanr:
Utilizing the iOS format, all Ambassadors will be
SMART equipped with either iPhones for Cleaning Hooptali , .
SYSTEM Ambassadors or iPads for Safety Ambassadors. The
system allows for Ambassadors to track all of their Proe,a,,,,��, R
statistics in the field, make incident reports, and take
before and after photos.
Agreement - Hospitality, Safety and Supplemental Cleaning Services
16
Resolutions -R7 V
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: December 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE A MEMORANDUM OF
UNDERSTANDING BETWEEN THE CITY AND THE LINCOLN RD BUSINESS
IMPROVEMENT DISTRICT, INC. ("LRBID"), IN ORDER TO PROVIDE THE LRBID
WITH AN ANNUAL CONTRIBUTION OF $160,000 TO FUND THE LRBID'S
PURCHASE OF AMBASSADOR AND SECURITY SERVICES FOR THE AREA
LOCATED WITHIN THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT,
WHICH SERVICES SHALL BE PROVIDED BY MYDATT, SERVICES, INC., DBA
BLOCK BY BLOCK, FOR A TERM OF ONE (1)YEAR, WITH UP TO TWO (2)ONE-
YEAR RENEWAL TERMS.
RECOMMENDATION
Adopt the Resolution.
ANALYSIS
On April 15, 2015, the Mayor and City Commission adopted Resolution No. 2015-28992, which
created a special assessment district to be known as the Lincoln Road Business Improvement
District ("LRBID") for a period of ten (10) years, to stabilize and improve the Lincoln Rd retail
business district, which is located within a nationally recognized historic district, through
promotion, management, marketing, and other similar services.
The Lincoln Rd Business Improvement District, Inc. ("LRBID") intends to enter into an
agreement with Mydatt Services, Inc. dba Block by Block to provide enhanced environmental
maintenance services (manual removal of litter and debris, weed control, handbill removal,
graffiti removal, power washing, special projects, and landscaping), and hospitality and safety
services (walking patrols, public relations checks, addressing quality of life crimes, after hours
escorts, information sharing, reporting, and hospitality services)for the area within the district.
The City has previously dedicated $160,000 per year to funding security services on Lincoln
Road. The City now desires to reallocate these funds to the "LRBID" to fund the LRBID's
purchase of services from Block by Block, contingent on the LRBID's execution of a
agreement with Block by Block, in a form acceptable to the City Attorney.
Page 1313 of 1475
CONCLUSION
The Administration recommends that the Mayor and City Commission approve and authorize the
City Manager and City Clerk to execute a memorandum of understanding between the City and
the Lincoln Rd Business Improvement District, Inc. ("LRBID"), in order to provide the LRBID
with an annual contribution of $160,000 to fund the LRBID's purchase of ambassador and
security services for the area located within the Lincoln Road Business Improvement District,
which services shall be provided by Mydatt, Services, Inc., dba Block by Block, for a term of one
(1)year,with up to two (2)one-year renewal terms.
KEY INTENDED OUTCOMES SUPPORTED
Maximize The Miami Beach Brand As A World Class Destination
Legislative Tracking
Property Management
ATTACHMENTS:
Description
❑ Block by Block Agreement
Page 1314 of 1475