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Resolution 2019-30948 RESOLUTION NO. 2019-30948 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING DATED FEBRUARY 9, 2017 (MOU) BETWEEN THE CITY AND THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC (LRBID), WHICH PROVIDES FOR A CITY MONTHLY CONTRIBUTION, IN THE AMOUNT OF $13,333.33, TOWARD THE TOTAL COST OF PROVIDING ENVIRONMENTAL MAINTENANCE AND HOSPITALITY SERVICES FOR THE AREA LOCATED WITHIN THE LRBID; SAID AMENDMENT EXTENDING THE MOU, ON A MONTH TO. MONTH BASIS, UNTIL THE CITY AND THE LRBID COMPLETE DISCUSSIONS RELATING TO THE PROPOSED EXPANSION OF THE LRBID; AND, IF SUCH EXPANSION IS APPROVED BY THE CITY COMMISSION, SUCH APPROVAL WILL ALSO REQUIRE THE LRBID TO PROVIDE ENHANCED CULTURAL PROGRAMMING; PROVIDED, HOWEVER, THAT THIS TEMPORARY EXTENSION OF THE MOU SHALL NOT EXCEED A PERIOD OF SIX (6) MONTHS. 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, on October 1, 2016, the Lincoln Road Business Improvement District, Inc. ("LRBID"), entered into an agreement with Mydatt Services Inc., dba Block by Block ("Block by Block")to provide environmental maintenance services and hospitality and 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, on February 9, 2017, and pursuant to City Resolution No. 2016-29692, the City and the LRBID entered into a Memorandum of Understanding (the "MOU") to provide City funding in the amount of$13,333.33 per month for the Services, for a Term of approximately eight (8) months, which Term ended on September 30, 2017; and WHEREAS, on October 18, 2017, and pursuant to City Resolution No. 2017-30051, the the City Manager executed Amendment No. 1 to the MOU to extend the Term by one year, with the option to extend the Term for one additional year, until September 30, 2019; and WHEREAS, at the September 11, 2019 City Commission meeting, the City Commission considered a new MOU for the continuation of the Services, providing for an initial term of one year, commencing on October 1, 2019, and ending September 30, 2020, and with two (2) one- year renewal terms, to be exercised at the City Commission's sole discretion; and WHEREAS, during this meeting, discussions ensued relating to (i) the City's anticipated capital investment in Lincoln Road, in the approximate sum of $50,000,000 to $60,000,000; (ii) the City's budget for Lincoln Road security services, which historically has been $160,000 per year, and now represents the City's contribution to the LRBID under the MOU for assuming these services and for enhancing the quality of the security, hospitality and maintenance services in the District, and for which the LRBID contributes a total annual sum of approximately $193,000; (iii) the pending discussions between the City and the LRBID relating to the City's proposed contribution toward capital imrpovements to Lincoln Road; and (iv) in conjuction with (iii) above, the propsed expansion of the LRBID; and WHEREAS, rather than approve a new MOU, but in order to ensure the continuation of the Services in the District, the Mayor and City Commission voted to approve a month to month extension of the current MOU. 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 to execute an amendment to the Memorandum of Understanding dated February 9, 2017 (MOU), between the City and the Lincoln Road Business Improvement District, Inc(LRBID), which provides for a City monthly contribution, in the amount of $13,333.33, toward the total cost of providing environmental maintenance and hospitality services for the area located within the LRBID; said amendment extending the MOU, on a month to month basis, until the City and the LRBID complete discussions relating to the proposed expansion of the LRBID; and, if such expansion is approved by the City Commission, such approval would also require the LRBID to provide enhanced cultural programming; provided, however, that this temporary extension of the MOU shall not exceed a period of six (6) months. PASSED and ADOPTED this II day of 9/9/ftl'f6" , 2019. ATTEST: Dan Gelber, Mayor Rafael E. Granado, City Clerk :INCORP ORATED 10/ APPROVED AS TO FORM & LANGUAGE & FOR EX CUTION 2 oily Attorney ,� ,,,,,� D to Resolutions -C7 K , MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: September 11, 2019 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A NEW MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY OF MIAMI BEACH, FLORIDA, AND THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC., (LRBID), IN ORDER TO CONTINUE PROVIDING CITY FUNDING IN THE AMOUNT OF $160,000 PER YEAR FOR ENVIRONMENTAL MAINTENANCE AND HOSPITALITY SERVICES FOR THE AREA LOCATED WITHIN THE LRBID; SAID MOU FOR A TERM OF ONE (1)YEAR, COMMENCING ON OCTOBER 1, 2019, AND ENDING ON SEPTEMBER 30, 2020, WITH THE OPTION TO EXTEND THE TERM UP TO TWO (2) ONE-YEAR RENEWAL TERMS, AT THE CITY COMMISSION'S SOLE DISCRETION. RECOMMENDATION Administration recommends adopting 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 (the LRBID) 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. On October 1, 2016,the LRBID entered into an agreement with Mydatt Services Inc., d/b/a Block by Block (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 located within the District(the Services). On February 9, 2017, and pursuant to City Resolution No. 2016-29692, the City and the LRBID entered into a Memorandum of Understanding (the MOU)to provide City funding for a portion of the Services, for a Term of approximately eight (8) months, which Term ended on September 30, 2017. On October 18, 2017 and pursuant to Resolution No. 2017-30051, the City executed Amendment Page 333 of 2228 No. 1 to the MOU, which provided the option to extend the term for a one year, until September 30, 2019. The City now desires to execute a new Memorandum of Understanding with the LRBID for a term of one year, until September 30, 2020, in order to continue to provide funding for a portion of the Services at the rate of$160,000 per year, or$13,333.33 per month. CONCLUSION The Administration recommends that the Mayor and City Commission approve and authorize the City Manager to execute a new Memorandum of Understanding between the City and the LRBID, in order to continue providing City funding for environmental maintenance and hospitality services for the area located within the District, for a term of one (1) year until September 30, 2020, with the option to extend the term up to two (2) one-year renewal terms, at the City Commission's sole discretion. KEY INTENDED OUTCOMES SUPPORTED Maximize The Miami Beach Brand As A World Class Destination FINANCIAL INFORMATION Legislative Tracking Property Management ATTACHMENTS: Description ❑ Resolution ❑ MOU Page 334 of 2228 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 2019 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 CityCommission 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, on October 1, 2016, the Lincoln Road Business Improvement District, Inc. ("LRBID"), entered into an agreement with Mydatt Services Inc., dba Block by Block ("Block by Block")to provide environmental maintenance services and hospitality and 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, on February 9, 2017, and pursuant to City Resolution No. 2016-29692, the City and the LRBID entered into a Memorandum of Understanding (the "MOU") to provide City funding in the amount of$13,333.33 per month for the Services, for a Term of approximately eight (8) months,which Term ended on September 30, 2017; and WHEREAS, on October 18, 2017, and pursuant to City Resolution No. 2017-30051, the the City Manager executed Amendment No. 1 to the MOU to extend the Term by one year, with the option to extend the Term for one additional year, until September 30, 2019; and WHEREAS, the Administration recommends the City Commission approve a.new MOU for a term of one year, commencing on October 1, 2019, and ending on September 30, 2020, in order to continue provision of the Services at the rate of$160,000 per year; and WHEREAS, the Administration further recommends that the MOU include two (2) one year renewal terms,to be excercised at the City Commission's sole discetion; Page 337 of 2228 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. 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. 3. 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 Blocc. 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. 4. Term: The initial term of this MOU shall commence on the date of the execution of the Block by Block Agreement and shall terminate on September 30, 2020.This MOU may be renewed for up to two(2)additional one-year periods, at the City Commission's discretion and , subject to any required budgetary appropriations by the Miami Beach City Commission. 5. 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. 6. 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 Page 338 of 2228 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 breathes 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. 7. 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. 8. Other Services: The Parties agree that the services provided by Block by Block shall substitute and replace the private security services formerly provided by the City for the Lincoln Road Mali. 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. 9. 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. 10. 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. 11. 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.. 12. Entire Agreement: This Agreement 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 Page 339 of 2228 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. 13.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. 14. 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. 15.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 ofthis paragraph in any proceeding as conclusive evidence of this waiver. • 16. 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 inequity, that the City has or may or shall have. 17. 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 of 2228 or shall have. In no event shaH_the City's liability under this MOU exceed the value of the City's contribution as set forth in Section 3 of this MOU. 18. 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. Afacsimile signature shall be deemed for all purposes to be an original, THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 341 of 2228 • 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: Natalie Meija Timothy F. Schmand BID Administrator Executive Director Date: Date: APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION 4sor•OR E Attorney oat Page 342412228 • � 'L.t•�k .:'l�r6r:�-.`Y'a�,�,.h4}_r...�_..+. ....