MOU between Lincoln Road Business Improvement District ,Inc. and CMB DocuSign Envelope ID:7CE84317-9D2D-4710-B4B0-71 F8A9C66F76 2Q2-0 — 2,9 8
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 I 8 day of.May..AuGLisr-r
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 Feblruary 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 A �endment 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 ame dment 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.
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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 b1e 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$13,3331.33 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: Upon approval and execution by the parties, the initial term of this MOU shall be
deemed to have commenced retroactively to May 1, 2020, 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.
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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 tlj a 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 fpr 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.
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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..
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 ddlily 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 electa 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 t tial 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'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, ca ses of action, claims,demands, losses, costs and expenses, whether
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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 inequity,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 forall purposes to be an original.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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DocuSign Envelope ID:7CE84317-9D2D-4710-B4B0-71 F8A9C66F76
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the
day first above written.
CITY OF MIAMI BEACH, FLORIDA
Attest: DocuSigned by: Oo�os�yoea by:
Diwiwoi llithratt,S
C24A05013ADDC465.. 28CA18194070496...
Rafael E. Granado Jimmy L. Morales
City Clerk City Manager
8/18/2020 I 12:22 PM EDT 8/17/2020 I 4:11 PM EDT
Date: Date:
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
Attest:
�=Qp
r.' $ a .C''' / •
:111ICOP,PORATED, - �_��
f .�� 'atalie Meija I'=• , and
4,cF 26 h - BID Administrator Executive Director
Date: 1111 (2.0 Date: R(,0 .
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION ZJ
30117
City Attorney Date
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