Resolution 2022-32391 RESOLUTION NO. 2022-32391
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE A NEW MEMORANDUM OF
UNDERSTANDING (MOU), BETWEEN THE CITY AND THE LINCOLN ROAD•
BUSINESS IMPROVEMENT DISTRICT, INC. (LRBID), IN ORDER TO
CONTINUE TO PROVIDE CITY FUNDING, IN THE AMOUNT OF $160,000.00
PER YEAR (OR $13,333.33 PER MONTH), FOR ENVIRONMENTAL
MAINTENANCE AND HOSPITALITY SERVICES FOR THE AREA LOCATED
WITHIN THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT; SAID
MOU HAVING AN INITIAL TERM OF ONE (1) YEAR, COMMENCING
RETROACTIVELY ON OCTOBER 1,2022 AND EXPIRING ON SEPTEMBER 30,
2023, WITH TWO(2) ONE-YEAR RENEWAL TERMS,AT THE OPTION OF THE
CITY MANAGER.
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.
(the"LRBID"), entered into an agreement with Mydatt Services Inc. d/b/a 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, pursuant to'City Resolution No. 2017-30051,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 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,on June 24, 2020, the Mayor and City Commission adopted Resolution No.
2020-31298, approving a new MOU with a term of five (5) months, commencing retroactively
on May 1. 2020 and expiring 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 previous MOU provided for two (2) one-year renewal terms, to be
exercised at the City Commission's sole discretion, and subject to any required budgetary
appropriations; and
WHEREAS, on September 16, 2020, the City Commission adopted Resolution No.
2020-31402, exercising the first renewal option, and extending the term of the MOU for one
year, commencing on October 1, 2020, and expiring on September 30, 2021 ("First Renewal
Term"); and
WHEREAS, on October 6, 2021, the City Commission adopted Resolution No. 2021-
31843, exercising the second and final renewal option and extending the term of the MOU for
an additional year, commencing on October 1, 2021, and expiring on September 30, 2022
("Second Renewal Term"); and
WHEREAS, the parties now desire to execute a new MOU with the LRBID for an initial
term of one (1)year, retroactively commencing on October 1, 2022 and expiring on September
30, 2023, with two (2) one-year renewal terms, at the option of the City Manager, in order to
continue to provide City funding for the Services at the rate of $160,000.00 per year (or
$13,333.33 per month; and
WHEREAS, the City Manager recommends approving the Memorandum of
Understanding in the form attached to the City Commission Memorandum accompanying this
Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize the City Manager and City Clerk to execute a new
Memorandum of Understanding (MOU), between the City of Miami Beach, Florida and the
Lincoln Road Business Improvement District, Inc.. in order to continue to provide City funding
in amount of$160,000.00 per year (or $13,333.33 per month), for environmental maintenance
and hospitality services for the area located within the Lincoln Road Business Improvement
District; said MOU having an initial term of one (1) year, commencing retroactively on October
1, 2022 and expiring on September 30, 2023.with two(2) one-year renewal terms. at the option
of the City Manager.
PASSED and ADOPTED this 1(o day of iloVlht;*(2022.
ATTEST:
Raf el E. Granado, City Clerk Dan Gelber, Mayor
NOV 1 7 2027 ,,,„
.`� APPROVED AS I .D
IItCOR R FORM & LANGUAGE
TED.'
.cof & FOR EXECUTION
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City Ar'nrri=y Do'o
Resolutions-C7 D
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: November 16, 2022
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA,APPROVING AND AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE A NEW MEMORANDUM OF
UNDERSTANDING (MOU), BETWEEN THE CITY AND THE LINCOLN
ROAD BUSINESS IMPROVEMENT DISTRICT, INC. (LRBID), IN ORDER
TO CONTINUE TO PROVIDE CITY FUNDING, IN THE AMOUNT OF
$160,000.00 PER YEAR (OR $13,333.33 PER MONTH), FOR
ENVIRONMENTAL MAINTENANCE AND HOSPITALITY SERVICES FOR
THE AREA LOCATED WITHIN THE LINCOLN ROAD BUSINESS
IMPROVEMENT DISTRICT; SAID MOU HAVING AN INITIAL TERM OF ONE
(1) YEAR, COMMENCING RETROACTIVELY ON OCTOBER 1, 2022 AND
EXPIRING ON SEPTEMBER 30, 2023, WITH TWO (2) ONE-YEAR
RENEWAL TERMS,AT THE OPTION OF THE CITY MANAGER.
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
N/A
Applicable Area
Middle Beach
Is this a"Residents Right Does this item utilize G.O.
to Know" item.pursuant to Bond Funds?
City Code Section 2-14?
Yes No
Strategic Connection
Non-Applicable
Legislative Tracking
Facilities and Fleet Management
Page 493 of 1416
ATTACHMENTS:
Description
D Memo
D Resolution
D Memorandum of Understanding
Page 494 of 1416
Ni /\/\A\ I B F A
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,FL 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Honorable Mayor Dan Gelber and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: October 26, 2022
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER AND
CITY CLERK TO EXECUTE A NEW MEMORANDUM OF UNDERSTANDING (MOU),
BETWEEN THE CITY AND THE LINCOLN ROAD BUSINESS IMPROVEMENT
DISTRICT, INC. (LRBID), IN ORDER TO CONTINUE TO PROVIDE CITY FUNDING, IN
THE AMOUNT OF $160,000.00 PER YEAR (OR $13,333.33 PER MONTH), FOR
ENVIRONMENTAL MAINTENANCE AND HOSPITALITY SERVICES FOR THE AREA
LOCATED WITHIN THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT;
SAID MOU HAVING AN INITIAL TERM OF ONE (1) YEAR, COMMENCING
RETROACTIVELY ON OCTOBER 1, 2022 AND EXPIRING ON SEPTEMBER 30, 2023,
WITH TWO (2) ONE-YEAR RENEWAL TERMS, AT THE OPTION OF THE CITY
MANAGER.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND
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, 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 that ended on September 30, 2017. On October 18, 2017, pursuant to
Resolution No. 2017-30051, the City executed Amendment No. 1 to the MOU, which provided
the option 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.
Subsequently, on September 11, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30948, approving to extend the Term on a month-to-month basis, for a period not to
exceed six(6) months. In March 2020, the LRBID and Block by Block suspended the
Page 495 of 1416
performance of the Services in the District as a result of the COVID-19 pandemic, which it later
reinstated in May 2020.
On June 24, 2020, the Mayor and City Commission adopted Resolution No. 2020-31298,
approving a new Memorandum of Understanding (MOU)with the LRBID for an initial term of five
(5) months, commencing retroactively on May 1, 2020 and expiring on September 30, 2020
in order to continue providing City funding for the Services at the rate of $160,000. The MOU
also provided for two (2) one-year renewal options, at the sole discretion of the City
Commission. Accordingly, on September 16, 2020 the Mayor and City Commission adopted
Resolution No. 2020-31402, exercising the first renewal option under this MOU, and extending
the term for one year, commencing on October 1, 2020 and ending on September 30, 2021
(First Renewal Term).
On October 6, 2021, the Mayor and City Commission adopted Resolution No. 2021-31843,
authorizing the City Manager to execute Amendment No. 1 to the MOU, which provided City
funding for electrical infrastructure and self-guided tour programming for the Million Orchid
Project installation in the area located within the District. Amendment No. 1 also
extended the term of MOU, for a period of one (1) year commencing on October 1, 2021,
and ending on September 30, 2022 (Second Renewal Term).
ANALYSIS
On August 25, 2022, the LRBID entered into a new agreement with Block by Block, effective
October 1, 2022, to provide environmental maintenance services, hospitality, and safety
services for the area located within the District. Said agreement has an initial term of one (1)
year, ending on September 30, 2023, with two (2) additional one (1) year renewal terms. In
order to continue providing the Services, the Administration recommends executing a new
Memorandum of Understanding with the Lincoln Road Business Improvement District, Inc., in
order to continue to provide City funding in amount of $160,000.00 per year (or
$13,333.33 per month), for environmental maintenance and hospitality services for the area
located within the Lincoln Road Business Improvement District; said MOU having an initial
term of one (1) year, commencing retroactively on October 1, 2022 and expiring on
September 30, 2023, with two (2) one-year renewal terms, at the City Manager's option.
FISCAL IMPACT
The proposed Memorandum of Understanding represents a fiscal impact of $160,000.00
annually. Funding for this necessary service is budgeted in FY 2023 and appropriated in the
following account: 168-1124-000349-20-401-595-00-00-00-
CONCLUSION
The Administration recommends executing a new Memorandum of Understanding with the
Lincoln Road Business Improvement District, Inc., in order to continue to provide City funding in
amount of$160,000.00 per year(or$13,333.33 per month), for environmental maintenance and
hospitality services for the area located within the Lincoln Road Business Improvement District;
said MOU having an initial term of one (1) year, commencing retroactively on October 1, 2022
and expiring on September 30, 2023, with two (2) one-year renewal terms, at the option of the
City Manager.
Page 496 of 1416
ATTACHMENTS
Resolution
Memorandum of Understanding (MOU)
Page 497 of 1416
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
2022, with an effective date of October 1, 2022 ("Effective Date") 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., d/b/a 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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Page 500 of 1416
WHEREAS, on June 24, 2020, the Mayor and City Commission adopted Resolution No.
2020-31298, approving 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 previous MOU provided for two (2) one-year renewal terms, to be
exercised at the City Commission's sole discretion, and subject to any required budgetary
appropriations; and
WHEREAS, on September 16, 2020, the City Commission adopted Resolution No. 2020-
31402, exercising the first renewal option and extending the term of the MOU for one year,
commencing on October 1, 2020 and ending on September 30,2021 ("First Renewal Term"); and
WHEREAS, on October 6, 2021, the City Commission adopted Resolution No. 2021-
31843, exercising the second and final renewal option and extendng the term of the MOU for an
additional year, commencing on October 1, 2021 and ending on September 30, 2022 ("Second
Renewal Term"); and
WHEREAS, the parties now desire to execute a new MOU with the LRBID for a term of
one year, retroactively commencing on October 1, 2022 and ending on September 30, 2023, in
order to continue to provide City funding for the services at the rate of$160,000.00 per year (or
$13,333.33 per month). The MOU may be extended for up to two (2) optional one-year renewal
terms that may be exercised at the City Manager's sole discretion; and
WHEREAS, on October 26, 2022, the Mayor and City Commission adopted Resolution
No. , authorizing the City Manager and City Clerk to execute this MOU.
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 City of Miami Beach Facilities and Fleet
Management 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
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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 October 1, 2022, and shall
terminate on September 30, 2023. This MOU may be renewed for up to two (2) additional
one-year periods, at the City Manager's sole 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.
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
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Page 502 of 1416
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.
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
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Page 503 of 1416
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, causes of action,claims, demands,losses, costs and expenses, whether
direct, contingent or consequential, liquidated or unliquidated, at law or in equity, that the
City has or may or shall have.
18. Exculpation of the City: Notwithstanding anything contained in this Agreement to the
contrary, upon the occurrence of any claim under this Agreement or termination caused
by City's default, the recourse of the LRBID against the City shall be limited to the
actual damages incurred by the LRBID resulting from City's material breach under this
Agreement (after expiration of any applicable notice and cure period) or City's willful
misconduct or gross negligence, it being agreed that any employees or agents of the City
shall never be personally liable for any such judgment and are hereby unconditionally and
irrevocably released, satisfied, and forever discharged of and from any and all actions,
causes of action,claims,demands,losses,costs and expenses,whether direct,contingent
or consequential, liquidated or unliquidated, at law or in equity,that the LRBID has or may
or shall have. In no event shall the City's liability under this MOU exceed the value of the
City's contribution as set forth in Section 3 of this MOU.
19. No Discrimination: In connection with the performance of the Services, LRBID shall not
exclude from participation in, deny the benefits of, or subject to discrimination anyone on
the grounds of race, color, national origin, sex, age, disability, religion, income or family
status. Additionally, LRBID shall comply with City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, or public
services, on the basis of actual or perceived race, color, national origin, religion, sex,
intersexuality, sexual orientation, gender identity, familial and marital status, age,
ancestry, height,weight,domestic partner status, labor organization membership, familial-
situation, political affiliation, or disability.
20. Florida Public Records Law:
A. LRBID shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
B. The term "public records"shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant
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to law or ordinance or in connection with the transaction of official business of the
City.
C. Pursuant to Section 119.0701 of the Florida Statutes, if LRBID meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), LRBID shall:
i. Keep and maintain public records required by the City to perform the service;
ii. Upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by law;
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if LRBID does not transfer the records to the
City;
iv. Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of LRBID or keep and maintain public records required
by the City to perform the service. If LRBID transfers all public records to the
City upon completion of the Agreement, LRBID shall, subject to Chapter 119,
Florida Statutes, destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If
LRBID keeps and maintains public records upon completion of the
Agreement, LRBID shall meet all applicable requirements for retaining public
records.All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
D. REQUEST FOR RECORDS; NONCOMPLIANCE
i. A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify LRBID of the request,
and LRBID must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
ii. LRBID's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement; (2)avail itself of the remedies set forth
under the Agreement; and/or(3) avail itself of any available remedies at law
or in equity.
iii. If LRBID fails to provide the public records to the City within a reasonable
time may be subject to penalties under Section 119.10.
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E. CIVIL ACTION
i. If a civil action is filed against LRBID to compel production of public records
relating to the City's contract for services, the court could assess and award
against LRBID the reasonable costs of enforcement, including reasonable
attorneys'fees, if: -
a. The court determines that LRBID unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least eight (8) business days before filing the action, the plaintiff
provided written pre-suit notice in accordance with and subject to the
limitations set forth in Sections 119.0701 and 119.12, Florida Statutes.
F. IF LRBID HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO LRBID'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
21. INSPECTOR GENERAL AUDIT RIGHTS:
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
B. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
monitor City projects and programs. Monitoring of an existing City project or program
may include a report concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review
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operations, activities, performance and procurement process including but not limited
to project design, bid specifications, (bid/proposal) submittals, activities of LRBID, its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant
to Section 2-378 of the City Code, the City is allocating a percentage of its overall
annual contract expenditures to fund the activities and operations of the Office of
Inspector General.
C. Upon ten (10) days written notice to LRBID, LRBID shall make all requested records
and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector
auditors to audit, investigate, monitor, oversee, inspect and review operations
activities, performance and procurement process including but not limited to project
design, bid specifications, (bid/proposal) submittals, activities of LRBID, its officers,
agents and employees, lobbyists, City staff and elected officials to ensure compliance
with the contract documents and to detect fraud and corruption.
D. The Inspector General shall have the right to inspect and copy all documents and
records in LRBID's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to
original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
E. LRBID shall make available at its office at all reasonable times the records, materials,
and other evidence regarding the acquisition(bid preparation)and performance of this
Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this contract. In addition:
i. If this Agreement is completely or partially terminated, LRBID shall make
available records relating to the work terminated until three (3) years
after any resulting final termination settlement; and
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ii. LRBID shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until
such appeals, litigation, or claims are finally resolved.
F. The provisions in this section shall apply to LRBID, its officers, agents, employees,
subcontractors and suppliers. LRBID shall incorporate the provisions in this section in
all subcontracts and all other agreements executed by LRBID in connection with the
performance of this Agreement.
G. Nothing in this section shall impair any independent right to the City to conduct audits
or investigative activities. The provisions of this section are neither intended nor shall
they be construed to impose any liability on the City by LRBID or third parties.
22. E-VERIFY:
A. LRBID shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, LRBID shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees
during the Term of the Agreement. Additionally, LRBID shall expressly require any
approved subcontractor performing work or providing services pursuant to the
Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the
subcontractor during the contract Term. If LRBID enters into a contract with an
approved subcontractor, the subcontractor must provide the LRBID with an affidavit
stating that the subcontractor does not employ, contract with, or subcontract with an
unauthorized alien. LRBID shall maintain a copy of such affidavit for the duration of
the Agreement or such other extended period as may be required under this
Agreement.
B. TERMINATION RIGHTS
1. If the City has a good faith belief that LRBID has knowingly violated
Section 448.09(1), Florida Statutes, the City shall terminate this
Agreement with LRBID for cause, and City shall thereafter have or owe
no further obligation or liability to LRBID.
2. If the City has a good faith belief that a subcontractor has knowingly
violated the foregoing Subsection 22(A), but the LRBID otherwise
complied with such section,the City will promptly notify the LRBID and
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order the LRBID to immediately terminate the contract with the
subcontractor. LRBID's failure to terminate a subcontractor shall be an
event of default under this Agreement, entitling City to terminate the
LRBID's contract for cause.
3. A contract terminated under the foregoing Subsections (B)(1) or(B)(2)
is not in breach of contract and may not be considered as such.
4. The City or LRBID or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing
Subsections (B)(1) or (B)(2) no later than 20 calendar days after the
date on which the contract was terminated.
5. If the City terminates the Agreement with LRBID under the foregoing
Subsection 22(A), LRBID may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
6. LRBID is liable for any additional costs incurred by the City as a result
of the termination of this Agreement under this Section 22.
23. Counterparts/Facsimile: This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the
same instrument. A facsimile signature shall be deemed for all purposes to be an original.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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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 Alina T. Hudak
City Clerk City Manager
Date:
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
Attest:
Natalie Mejia Anabel Llopis
BID Administrator Executive Director
Date:
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