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Memorandum of Understanding with Lincoln Road Business Improvement District, Inc. aolb -oq6g2 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 9 day of ft 34/40 , 2017, 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, the 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 execution of this MOU; and WHEREAS, the City desires to provide the LRBID with a one-time 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; and WHEREAS, the amount of the City's contribution pursuant to this MOU is based on a proration of the City's average annual expenditures on security services for Lincoln Road. NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: 1. Recitals: The recitals are true and correct and are hereby incorporated into and made a part of this MOU. 2. Block by Block Agreement: 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"). 3. City Funding: Following the LRBID's execution of the Agreement referenced in Section 2 of this MOU, and once Block by Block begins providing the Services thereunder,the City shall provide LRBID with a monthly reimbursement in the amount of $13,333.33, 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 begin on the date that this MOU is executed, and shall terminate on September 30, 2017. 6. Termination: This MOU shall terminate automatically upon the termination of the Block by Block Agreement 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. 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 MOU 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 MOU constitutes the entire agreement between the City and LRBID 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 MOU 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 MOU 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 MOU 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 MOU. The failure of a party to insist upon strict adherence to any term of this MOU 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 MOU. Any waiver must be in writing and signed by the party to be charged therewith. 16.Waiver of Jury Trial: The parties to this MOU 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 tothe extent that any such right shall now or hereafter exist with regard to this MOU or any action or proceeding arising out of this MOU 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 MOU to the contrary, upon the occurrence of any claim under this MOU or termination caused by LRBID's default, the recourse of the City against LRBID shall belimited to the actual damages incurred by the City resulting from LRBID's material breach under this MOU (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 MOU to the contrary, upon the occurrence of any claim under this MOU 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 MOU (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 MOU 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. IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the day first above written. CITY OF MIAMI BEACH, FLORIDA ATTEST: By: tr omr afael E. ra ado Jimmy Morales Sr City GtCity rigger Date: � Date' 'Z ( 2 (1') LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC. ATTEST: (e eti C9isikbcc41 V By: -A 10 p....t? t 011. el- trilik ‘(/ Exce-o-41 1 /Title PI(V ame/Title Date: `Q1`c k i- Date: i I g L I I APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 9 City Attorney Dote �— 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 fir, 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 1 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 bylk shall hours maintain and annualh rd of contract services, with adjustments in authorizedweekly 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. 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 . :yl'. ic �. 3' r?� .4 `i #�^ a W Et} ry °0 xL 4? ? is i f r�&1 Q 4a ;M C3 E Ji r3 11 :40,,, 184°"' A 4 i. amt :.r, . 33.. ...-:._ spel .2... Lewd ',ma.tnr< ....,a...... ,......c..,. AIS Immo alio *r:,.,"',„„;7,,,,;,1:1`.:'"g,Afi;., F.:17i i LIS:r---------.--- _..--.�.- _ EXHIBIT I D Agreement - Hospitality, Safety and Supplemental Cleaning Services 9 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: • 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. • 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 D Weekly Service Hours All Season Deployment ;rte ted" Z Task Hours Sun Mon Tues Wed Thurs Fd All Manual Cleaning&Hospitality 7am-3:30pm 56 All Manual Cleaning&Hospitality 7am-3:30pm 32 All Hospitality with Defensive Cleaning 3:30pm-11pm 56 Ambassadors56 All Hospitality with Defensive Cleaning 3:30pm-11pm All Hospitality with Defensive Cleaning 3:30pm-11pm 24 Team Leader In Field Supervision 11am-7:30pm -1111E11----111 �--n�©n 40 Operations Manager All Working Manager/Special Projects llam-7:30pm ®® � ��- 60 60 )80 Total Scheduled Weekly Hours Agreement - Hospitality, Safety and Supplemental Cleaning Services 14 EXHIBIT E Employee Average Wage Rates and Bill Rates Operations PRICING Ambassador Team Leader Manager 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 S 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 S 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 SNIP We will use the small pressure washer to remove Small spills and stains that occur in the district. The r. pressure washer will tie into existing watering sources Pressure and will be pulled on a cart. This will also be used to Washerremove gum spots from the sidewalk. 'C{, All Ambassadors will be equipped with Block by Block's proprietary reporting platform, the Statistics Manager/Ambassador Report&Tracking System. Directions Recommends Utilizing the iOS format, all Ambassadors will be Business SMART equipped with either Phones for Cleaning Hosp tality Contact SYSTEM Ambassadors or iPads for Safety Ambassadors. The system allows for Ambassadors to track all of theirprogram Into Incident Report statistics in the field, make incident reports, and take before and after photos. POI Contact Other... Agreement - Hospitality, Safety and Supplemental Cleaning Services 16