Resolution 2020-31298 RESOLUTION NO. 2020-31298
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING IN
SUBSTANTIAL FORM AND AUTHORIZING THE CITY
MANAGER TO EXECUTE, IN A FORM ACCEPTABLE TO THE
CITY ATTORNEY, A 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 (OR
$13,333.33 PER MONTH) FOR ENVIRONMENTAL
MAINTENANCE, HOSPITALITY, AND SAFETY SERVICES FOR
THE AREA LOCATED WITHIN THE LINCOLN ROAD BUSINESS
IMPROVEMENT DISTRICT; SAID AGREEMENT FOR A TERM
OF APPROXIMATELY FIVE (5) MONTHS, COMMENCING
RETROACTIVELY ON MAY 1, 2020, AND ENDING ON
SEPTEMBER 30,2020,WHICH TERM MAY BE EXTENDED FOR
UP TO TWO (2) ONE-YEAR RENEWAL TERMS,AT THE SOLE
DISCRETION OF THE CITY COMMISSION, AND SUBJECT TO
ANY REQUIRED BUDGETARY APPROPRIATIONS.
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, 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 for one (1) year
until September 30, 2018, with the option to extend the Term for one additional year, until
September 30, 2019; and
WHEREAS, on September 11, 2019, the City Commission adopted Resolution No. 2019-
30948, approving an amendment to the MOU to extend the Term on a month-to-month basis,
provided that this extension of the MOU shall not exceed a period of six (6) months; and
WHEREAS,the LRBID and Block by Block temporarily suspended the performance of the
Services in the District as a result of the COVID-19 pandemic, intending to resume the Services
in or around May 2020; and
WHEREAS,the City Administration recommends that the City Commission approve a new
MOU with a term of five (5) months, commencing retroactively on May 1, 2020, and ending on
September 30, 2020, in order to continue providing City funding for the Services at the rate of
$160,000 per year(i.e. $13,333 per month); and
WHEREAS, the Administration further recommends that the MOU provide for two(2)one-
year renewal terms, to be exercised at the City Commission's sole discretion, and subject to any
required budgetary appropriations.
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 in substantial form and authorize the City Manager to execute, in a
form acceptable to the City Attorney, a Memorandum of Understanding between the City and the
LRBID, in order to continue providing City funding in the amount of $160,000 per year (or
$13,333.33 per month) for environmental maintenance, hospitality, and safety services for the
area located within the District; said agreement for a term of five (5) months, commencing
retroactively on May 1, 2020, and ending on September 30, 2020, which term may be extended
for up to two (2) one-year renewal terms, at the sole discretion of the City Commission, and
subject to any required budgetary appropriations
PASSED and ADOPTED this .Y day of gi4n� , 2020.
ATTEST:
Dan Gelber
Mayor
.7—Y7 '7;5,
Rafael E. Granad kIWCORP ORATED`
City Clerk -� 4 :-,;'`
APPR• + D A • . SRM AND
LA A % OR EXECUTION
C.27
Cit •ttorney ' \ at
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Resolutions-C7 L
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: June 24, 2020
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM AND
AUTHORIZING THE CITY MANAGER TO EXECUTE, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, A 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 (OR $13,333.33 PER
MONTH) FOR ENVIRONMENTAL MAINTENANCE, HOSPITALITY, AND
SAFETY SERVICES FOR THE AREA LOCATED WITHIN THE LINCOLN
ROAD BUSINESS IMPROVEMENT DISTRICT; SAID AGREEMENT FOR A
TERM OF APPROXIMATELY FIVE (5) MONTHS, COMMENCING
RETROACTIVELY ON MAY 1, 2020, AND ENDING ON SEPTEMBER 30,
2020, WHICH TERM MAY BE EXTENDED FOR UP TO TWO (2) ONE-YEAR
RENEWAL TERMS, AT THE SOLE DISCRETION OF THE CITY
COMMISSION, AND SUBJECT TO ANY REQUIRED BUDGETARY
APPROPRIATIONS.
RECOMMENDATION
City Administration recommends adopting the Resolution.
BACKGROUND/HISTORY
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
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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 LRBI D
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 No. 1 to the MOU, which provided the option to extend the term for a one year, until
September 30, 2019.
ANALYSIS
On September 11, 2019, the Mayor and City Commission adopted Resolution No. 2019-30948
as amended, to extend the Term of the current MOU on a month-to-month basis, provided that
this extension of the MOU shall not exceed a period of six (6) months. In March 2020, the
LRBID and Block by Block temporarily suspended the performance of the Services in the
District as a result of the COVID-19 pandemic. Consequently, a MOU is needed for the
continuation of services rendered by Mydatt Services Inc., d/b/a Block by Block (Block by
Block).
In order to resume the Services, the Administration recommends executing new Memorandum
of Understanding with the LRBID for a five (5) months, commencing on May 1, 2020 and
ending on 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.
FINANCIAL INFORMATION
CONCLUSION
The Administration recommends that the Mayor and City Commission hereby approve in
substantial form and authorize the City Manager to execute, in a form acceptable to the City
Attorney, a Memorandum of Understanding between the City and the LRBID, in order to
continue providing City funding in the amount of $160,000 per year (or$13,333.33 per month)
for environmental maintenance, hospitality, and safety services for the area located within the
District; said agreement for a term of five(5)months, commencing retroactively on May 1, 2020,
and ending on September 30, 2020, which term may be extended for up to two (2) one-year
renewal terms, at the sole discretion of the City Commission, and subject to any required
budgetary appropriations.
Applicable Area
Not Applicable
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Property Management
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ATTACHMENTS:
Description
o Resolution
MOU - Substantial Form
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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 May
2020 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, on October 1, 2016, the 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
City Manager executed Amendment No. 1 to the MOU to extend the Term for one additional year
until September 30, 2018, with the option to extend the Term for one additional year, until
September 30, 2019; and
WHEREAS,on September 11, 2019,the City Commission adopted Resolution No. 2019-
30948, approving an amendment to the MOU to extend the Term on a month-to-month basis,
provided that this extension of.the MOU shall not exceed a period of six (6) months; and
WHEREAS,the LRBID and Block by Block temporarily suspended the performance of the
Services in the District as a result of the COVID-19 pandemic, intending to resume the Services
in or around May 2020; and
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WHEREAS,the City Administration recommends that the City Commission approve a new
MOU with a term of one year, commencing on May 1, 2020 and ending on September 30, 2020,
in order to continue providing City funding for the Services at the rate of$160,000 per year (i.e.
$13,333 per month); 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 discretion.
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 City's agreement to provide funding pursuant to this MOU
shall at all times be contingent on the execution of an agreement between LRBID and
Block by Block, substantially in the form attached hereto as Exhibit "A" ("Block by Block
Agreement"). If,for any reason, the Block by Block Agreement terminates,the LRBID shall
promptly 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 solely toward the cost of the Services performed by Block by
Block.
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 cost of the Services performed by Block by Block. 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 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.
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.
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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 formerly 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.
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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..
13. 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
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 ofthis 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'swiliful
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.
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
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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. Afacsimile signature shall be deemed for all purposes to be an original.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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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:
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